TCR_Public/090629.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, June 29, 2009, Vol. 13, No. 178

                            Headlines

ACCURIDE CORP: Bank Debt Trades at 23% Off in Secondary Market
ADVANCED MICRO: To Solicit Stock Options Exchange from Employees
ALSET OWNERS: Wants Schedules Filing Extended Until July 31
AMCORE FINANCIAL: Consent Order Cues Default Under JPMorgan Loan
AMERICAN COMMERCIAL: S&P Assigns 'B' Corporate Credit Rating

AMERICAN INT'L: Obama Considered Bankruptcy Among Options
AMR CORP: American Bank Debt Trades at 8% Off in Secondary Market
AMR CORP: Citi, JPMorgan Waive EBITDAR Covenant for Q2
ANGIOTECH PHARMACEUTICALS: S&P Puts 'CC' Rating on Positive Watch
APPLIED SOLAR: Bankruptcy Still Likely; Quercus Note Due June 30

ASARCO LLC: Court Approves $1,675,000 Idaho Settlement
ASARCO LLC: Parent Appeals Order on Environmental Settlement
ASARCO LLC: Taps URS Corp. to Clean Up Helena Smelter Site
ASARCO LLC: $5MM JPMorgan L/C Facility Extended to June 2010
ASARCO LLC: Seeks to Expand Barclays Role in Assets Sale

AVIZA TECHNOLOGY: Hires Omni Management as Claims Agent
AVIZA TECHNOLOGY: Taps Murray & Murray as Bankruptcy Counsel
AVIS BUDGET: Debt Trades at 22% Off in Secondary Market
AVIS BUDGET: Files Annual Reports for 5 Employee Plans
BAKERS FOOTWEAR: Posts $2.8 Million Net Loss for 2009 Q1

BEAZER HOMES: Files 2008 Annual Report for 401(k) Plan
BERNARD MADOFF: Wife Cedes $80MM Claim to Assets, Keeps $2.5MM
BLUFFS LLC: Case Summary & Seven Largest Unsecured Creditors
BONANZA OIL: In Default Under Secured Promissory Notes
BOSTON SCIENTIFIC: Jim Tobin Resigns as President & CEO

BRITTANY PLACE: Voluntary Chapter 11 Case Summary
BRUNO'S SUPERMARKETS: Files Liquidating Plan; June 19 Hearing Set
BUILDING MATERIALS: July 1 Final Hearing on $80 Million DIP Loan
BUILDING MATERIALS: Taps Garden City Group as Notice Agent
BURLINGTON COAT: Fitch Affirms Issuer Default Rating at 'B-'

BUTLER SERVICES: Taps RAS Management Chief Restructuring Advisor
BUTLER SERVICES: U.S. Trustee Appoints 3-Member Creditors Panel
BUTLER SERVICES: Wants Venturi & Company as Investment Banker
CARAUSTAR INDUSTRIES: Gets Final Approval to $75MM DIP Financing
CARAUSTAR INDUSTRIES: Schedules Filing Extended Until August 14

CARAUSTAR INDUSTRIES: Taps Administar Services as Claims Agent
CASELLA WASTE: S&P Affirms Corporate Credit Rating at 'B+'
CENTERSTONE DIAMONDS: Wants Schedules Filing Extended Until July 6
CHEMTURA CORP: Biolab Sues to Compel OxyChem to Perform
CHEMTURA CORP: Wants to Enjoin Diacetyl-Related Suits

CHEMTURA CORP: Withdrew Proposal for Inesa Guaranty Pact
CHRYSLER LLC: Sec. 341 Meeting Continued to September 21
CIRCUIT CITY: Wants Removal Deadline Extended Until October 9
CIRCUIT CITY: Seeks to Sell Baltimore Property for $4.6-Mil.
CIRCUIT CITY: Gets Court Nod to Sell San Mateo Leases to Merchant

CIRCUIT CITY: Seeks Approval of Agreement with Creative Realty
CIRCUIT CITY: Shores' $8.2MM is Winning Bidder for Ardmore Land
CITADEL BROADCASTING: Moody's Cuts Corp. Family Rating to 'Caa3'
CLAIRE'S STORES: Bank Debt Trades at 43% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 40% Off in Secondary Market

CLEAR CHANNEL: Jon Zellner Leaves Sirius XM to Take Same Role
CLEAR CHANNEL: Will Have Trouble Paying Debts, Analysts Say
CLOVERLEAF ENTERPRISES: Proposes Meyers Rodbell as Special Counsel
CLOVERLEAF ENTERPRISES: Seeks Zuckerman Spaeder as Attorney
COACHMEN INDUSTRIES: Discloses $6MM in Cash; Admits to Tough Times

COAST TO COAST METAL: Voluntary Chapter 11 Case Summary
COLETO CREEK: S&P Downgrades Ratings on $735 Mil. Senior Loan
COMMERCIAL BARGE: Moody's Assigns 'B1' Corporate Family Rating
COMMUNITY BANK: FDIC Named Receiver; Has No Buyer
CONSOLIDATED RESORTS: Closing Fifteen Time-Share Resorts

CONSPIRACY ENTERTAINMENT: Files Amendment to 2007 Annual Report
COYOTES HOCKEY: Reinsdorf Bids $148MM for Team to Stay in Glendale
CURRENT RIVER CAPITAL: Case Summary & 16 Largest Unsec. Creditors
DAVID WEBB: Files for Ch 11 Bankr.; Lists $6.9MM in Debts
DELTA AIR: Fitch Downgrades Issuer Default Rating to 'B-'

DETROIT PROPERTIES: Case Summary & Two Largest Unsecured Creditors
DIAL-A-MATTRESS: Court Okays Firm's $25 Million Sale to Sleepy's
DXTECH LLC: Case Summary & 20 Largest Unsecured Creditors
E*TRADE FINANCIAL: Files Prospectus Supplement to Senior Notes
EDDIE BAUER: U.S. Trustee Forms Seven-Member Creditors Committee

EDDIE BAUER: Hires Latham & Watkins as Bankruptcy Counsel
EDDIE BAUER: Seeks to Employ Young Conaway as Delaware Counsel
EPIXTAR CORP: Can Employ Hinshaw Culbertson as Bankruptcy Counsel
ESSAR STEEL: S&P Downgrades Corporate Credit Rating to 'B-'
FAIRPOINT COMMUNICATIONS: Fitch Junks Issuer Default Rating

FAIRPOINT COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'CC'
FIRST WORTH OSTEOPATHIC: Bk. Ct. Abstains from Probate Matter
FLYING J: Plan Filing Period Extended to August 31
FLYING J: To Consider Proposed Longhorn Sale Process on July 6
FONIX CORP: Posts $781,000 Net Loss for March 31, 2009 Quarter

FONTAINEBLEAU LAS VEGAS: To Employ Moelis as Financial Advisors
FONTAINEBLEAU LAS VEGAS: Taps Citadel as Financial Advisors
FONTAINEBLEAU LAS VEGAS: To Hire Kasowitz as Special Counsel
FONTAINEBLEAU LAS VEGAS: Obtains Nod to Hire KCC as Claims Agent
FORT WAYNE: Taps Barrett & McNagny as Attorney

FORT WAYNE: Taps Schafer and Weiner as Special Counsel
FRONTIER AIRLINES: Terms of Republic Airways-Backed Ch. 11 Plan
FRONTIER AIRLINES: Disclosure Statement Hearing on July 22
FRONTIER AIRLINES: Seeks Approval of Republic Investment Agreement
FRONTIER AIRLINES: Hires D. Shurz as VP for Strategy & Planning

GENARO MENDOZA: Taps Kalish & Gordon as Special Counsel
GENERAL MOTORS: Unions Seek Equity for Former Workers
GENERAL MOTORS: S&P Withdraws 'D' Senior Secured Ratings
GENMAR HOLDINGS: Taps Fredrikson & Byron as Bankruptcy Counsel
GLOBAL CASH: Share Repurchases Won't Affect S&P's 'BB-' Rating

GRAHAM PACKAGING: General Partner OKs Option Grant to CEO Burgess
HARTMARX CORP: Emerisque and SKNL Buyout to Close by July 7
HAWAII SUPERFERRY: U.S. Trustee Creates 3-Member Creditors Panel
HAWAII SUPERFERRY: Court Approves Donlin Recano as Claims Agent
HAWKER BEECHCRAFT: Bank Debt Trades at 32% Discount

HAYES LEMMERZ: Court Establishes July 27 General Bar Date
HC INNOVATIONS: Management Expects to Meet Capital Needs
HIGGSCORP A CORPORATION: Case Summary & 2 Largest Unsec. Creditors
HOLLYWOOD THEATERS: S&P Raises Corporate Credit Rating to 'B-'
HORIZON BANK: Closed; Stearns Bank Assumes All of the Deposits

HUNTGAIN LLC: Wants to Hire Gordon Feinblatt as Counsel
IKARIA ACQUISITION: Moody's Assigns 'B1' Corporate Family Rating
IPAYMENT INC: Moody's Affirms 'B1' Corporate Family Ratings
JOURNAL REGISTER: Court to Rule on Reorganization Plan by July 7
KABUTO ARIZONA: Gets Nod to Tap Engelman Berger as Counsel

LA BONITA OLE: Launches Campaign to Avoid SunTrust Foreclosure
LAKEWEST GROUP: To Liquidate Business Under Chapter 7
LAS VEGAS SANDS: Bank Debt Trades at 28% Off in Secondary Market
LEAR CORP: Bank Debt Trades at 30% Off in Secondary Market
LEAR CORP: Working on Prepackaged Bankruptcy

LENNAR CORP: Posts $125.2 Million in Second Quarter 2009
MAHALO ENERGY: Seeks to Use Cash, Borrow $2 Million
MAP FINANCIAL: Recurring Losses Cues Going Concern Doubt
MARVIN-WAXHAW: Court Approves Mitchell & Culp as Attorney
MASSEY ENERGY: S&P Changes Outlook to Negative; Keeps 'BB-' Rating

MBIA INC: Moody's Downgrades Senior Debt Rating to 'Ba3'
MCCLATCHY CO: Unveils Results of Private Exchange Offer
MCKINNEY AVENUE: Files List of 20 Largest Unsecured Creditors
MCKINNEY AVENUE: Taps Quilling Selander as General Counsel
METALDYNE CORP: Seeks to Employ Foley as Special Counsel

METROPACIFIC BANK: FDIC Named Receiver; Sunwest Assumes Deposits
MGM MIRAGE: Annual Stockholders' Meeting Scheduled for August 4
MICHAELS STORES: Bank Debt Trades at 8% Off in Secondary Market
MIRAE BANK: Closed; Wilshire State Bank Assumes Deposits
NAVISTAR INT'L: Board Elects DuPont's Gulyas as Class II Director

NAVISTAR INT'L: Files 2008 Annual Report for Four Employee Plans
NEIGHBORHOOD COMMUNITY: Closed; CharterBank Assumes Deposits
NEIMAN MARCUS: Bank Debt Trades at 25% Off in Secondary Market
NEW ORLEANS: Fitch Affirms 'B' Rating on Sewerage's Revenue Bonds
NORTH AMERICAN TECH: Dec. 28 Balance Sheet Upside-Down by $8.48MM

NORTHEASTERN REAL: Voluntary Chapter 11 Case Summary
NOVEMBER 2005: Case Summary & Amended List of Creditors
NOVEMBER 2005: Taps Goold Patterson in Development Declarations
NOVEMBER 2005: Taps Latham & Watkins on Real Estate & Tax Matters
OCULUS INNOVATIVE: Marcum LLP Raises Going Concern Doubt

OFFICE DEPOT: BC Partners Deal Won't Affect S&P's 'B' Rating
OHH ACQUISITION: Fin'l Restatement Won't Move Moody's 'B3' Rating
ONE COMMUNICATIONS: Moody's Assigns 'B2' Rating on $275 Mil. Notes
PATCH ENERGY: Files for Bankruptcy Under Canada's Insolvency Act
PATRICIA MENDEZ: Voluntary Chapter 11 Case Summary

PENN-MAR CONSULTANTS: Case Summary & 1 Largest Unsecured Creditor
PENTHOUSE MEDIA: Dist. Ct. Revives Legal Malpractice Suit
PETCO ANIMAL: Moody's Affirms 'B2' Corporate Family Ratings
PHICO INSURANCE: Commonwealth Court Sets July 30 Claims Bar Date
PINGHO ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

PMI GROUP: Moody's Confirms Senior Debt Rating at 'B3'
PRINCETON OFFICE: Court Sets July 23 Disclosure Statement Hearing
PROPEX INC: Committee Drops Complaint Against BNP Paribas
PROPEX INC: Houlihan Lokey Bills $2.25-Mil. for Ch. 11 Work
PROPEX INC: King & Spalding Charges $1.4-Mil. For Feb.-May Work

PROPEX INC: Resolves AIU Objection to Contracts' Assumption
PROSPECT MEDICAL: S&P Puts 'B-' Rating on CreditWatch Developing
QIMONDA AG: U.S. Court to Hear Chapter 15 Petition July 22
QUEBECOR WORLD: U.S. Government, et al., Object to Plan
QUEBECOR WORLD: Expands Operations in Virginia; to Invest $35.2MM

QUEBECOR WORLD: Proposes to Vest Severance Benefits to Employees
QUEBECOR WORLD: Signs Deal with Louisiana on Sales Taxes
RAPID LINK: April 30 Balance Sheet Upside-Down by $5,188,555
RASHAD MUNIR: Case Summary & 2 Largest Unsecured Creditors
REVLON INC: Files 2008 Annual Report for Employee Plan

RICHARD STEWART: Case Summary & 20 Largest Unsecured Creditors
RONALD HUSTON: Case Summary & 20 Largest Unsecured Creditors
RSC EQUIPMENT: Moody's Downgrades Corporate Family Rating to 'B3'
RSC EQUIPMENT: S&P Retains 'B+' Corporate Credit Rating
SHABBIR SHAIKH: Case Summary & 16 Largest Unsecured Creditors

SIRIUS XM: Jon Zellner Leaves Post to Join Clear Channel
SK FOODS: Olam West Coast Buys Firm, Sale Gets Court Okay
SMITHFIELD FOODS: Moody's Downgrades Corp. Family Rating to 'B2'
SMITHFIELD FOODS: S&P Assigns 'BB-' Senior Secured Debt Rating
SOURCE INTERLINK: Declares Confirmed Plan Effective as of June 19

SOUTH SOUND: Gets Temporary Access to Cascade Bank Cash Collateral
SPECTRUM BRANDS: Terms of Confirmed Chapter 11 Plan
SPECTRUM BRANDS: Seeks Ratification of GE Capital Exit Facility
SPECTRUM BRANDS: To Employ L&W as Co-Counsel on Baker Transfer
SPECTRUM BRANDS: Seeks to Pay Workers Assisting Plants Shutdown

STEPHEN RUSSELL: Case Summary & 17 Largest Unsecured Creditors
SYNCORA GUARANTEE: BCP Exchange Offer for RMBS Moved to July 10
TAMPA ESUITES: Case Summary & 3 Largest Unsecured Creditors
TERRA-GEN FINANCE: Moody's Assigns 'Ba3' Rating on $275 Mil. Loan
THORNBURG MORTGAGE: Court Sets August 3 General Claims Bar Date

TOYS R US: Moody's Assigns 'B3' Rating on $950 Mil. Sr. Notes
TOYS R US: S&P Affirms Corporate Credit Rating at 'B'
TRIBUNE CO: Alvarez & Marsal Bills $1-Mil. for April Work
TRIBUNE CO: Committee Seeks to Probe Tesop Corp Merger in 2007
TRIBUNE CO: Court Okays Assumption of Nielsen Ratings Agreements

TRIBUNE CO: Deutsche Bank Files More Than $1.2 Billion in Claims
TRIBUNE CO: Names J. Marenhegi as EVP/Sales and Distribution
TRICOM SA: Plan Solicitation Period Extended Until August 31
TRILOGY DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
TROPICANA ENTERTAINMENT: Transfer of Atlantic City Assets Okayed

TROPICANA ENTERTAINMENT: Delaware Debtors to Sign AC Resort Deal
TROPICANA ENTERTAINMENT: Yemenidjian to Run Las Vegas Casino
TRW AUTOMOTIVE: Obtains Covenant Relief Under Credit Facility
UAL CORP: Nazir May Pursue California Suit if Reversed on Appeal
UAL CORP: District Court Denies P. Carr Motion for Leave

UNIVERSAL HOSPITAL: Moody's Affirms 'B2' Corporate Family Rating
VERMILLION INC: Secures Court OK for Incentive Bonus Plan
YOUNG BROADCASTING: Selling Assets to unXis Inc. for $5,250,000
WALKER HOMES: Case Summary & 2 Largest Unsecured Creditors
WOLVERINE TUBE: KPMG LLP Raises Going Concern Doubt

XERIUM TECHNOLOGIES: Discloses Terms of CFO Maffucci's Employment
XERIUM TECHNOLOGIES: Stockholders OK Changes to Incentive Plan
XM SATELLITE: Raise in Offering Won't Affect Moody's 'Caa1' Rating
YRC WORLDWIDE: To Begin Talks with Teamsters; Seeks CBA Changes

* Focus Awarded for CRO Role in Archway Bankruptcy
* Five Banks Shuttered; Failed Banks Rise to 45 in 2009

* GASB Issues 2 EDs on OPEB Measurements, Chapter 9 Bankruptcies
* Towers Perrin and Watson Wyatt Combine to Form Towers Watson

* BOND PRICING -- For the Week From June 22 to 26, 2009

                            *********


ACCURIDE CORP: Bank Debt Trades at 23% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Accuride Corp. is
a borrower traded in the secondary market at 77.10 cents-on-the-
dollar during the week ended June 26, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.60 percentage points
from the previous week, the Journal relates.  The loan matures
January 6, 2012.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's.
The bank debt carries S&P's CC rating.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components.  Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.

Accuride reported $700.8 million in total assets and
$805.0 million in total liabilities as of March 31, 2009,
resulting in $104.2 million in stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Moody's Investors Service lowered Accuride's Corporate Family and
Probability of Default Rating to Caa3 from Caa1.  In a related
action the ratings of the company's first out bank credit facility
were lowered to Caa1 from B2, the rating for the senior
subordinated bonds was lowered to Ca from Caa2, and a rating of
Caa3 was assigned to the company's last-out bank credit facility.
The outlook is negative.

The TCR said May 15 that Standard & Poor's Ratings Services
lowered its corporate credit rating on Accuride to 'CCC' from
'B-'.  S&P also lowered its issue-level ratings on the company's
senior secured and subordinated debt.  The outlook is negative.


ADVANCED MICRO: To Solicit Stock Options Exchange from Employees
----------------------------------------------------------------
Advanced Micro Devices, Inc., reports that on May 7, 2009, the
Company's stockholders approved a one-time option exchange program
pursuant to which Company employees, excluding executive officers
and directors, who hold certain options to purchase shares of the
Company's common stock will be given the opportunity to exchange
the eligible options for replacement options.  Written
communication was disseminated by the Company on June 15, 2009, in
connection with the proposed Option Exchange Program.  Even though
the requisite stockholder approval has been obtained, the
Compensation Committee of the Board of Directors of the Company
has the discretion to determine if and when to implement the
Option Exchange Program.

The Option Exchange Program has not yet commenced.  The Company
will file a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission, upon the commencement of the
Option Exchange Program.  Persons who are eligible to participate
in the Option Exchange Program should read the Tender Offer
Statement on Schedule TO and other related materials when those
materials become available because they will contain important
information about the Option Exchange Program.

The Company's stockholders and option holders will be able to
obtain the written materials and other documents filed by the
Company with the SEC free of charge from the SEC's Web site at
http://www.sec.gov/ In addition, stockholders and option holders
may obtain free copies of the documents filed by the Company with
the SEC by directing a written request to:

             Advanced Micro Devices, Inc.
             One AMD Place
             Sunnyvale, California 94088
             Attn: Investor Relations

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on May 26, 2009,
Fitch revised the senior unsecured debt rating on Advanced Micro
Devices to 'CC/RR6' from 'CCC/RR6'.  Fitch affirmed AMD's Issuer
Default Rating at 'B-'.  The Rating Outlook is Negative.

As of March 28, 2009, AMD's total consolidated debt was
approximately $5.6 billion.  The senior unsecured debt includes
these rated notes -- $1.5 billion of 5.75% senior notes due 2012;
approximately $2.0 billion of 6% senior notes due 2015; and
$390 million of 7.75% senior notes due 2012.

The TCR said on April 24, 2009, that Standard & Poor's Ratings
Services removed its ratings on Advanced Micro Devices from
CreditWatch and lowered its corporate credit and senior secured
ratings on the company to 'CCC+' from 'B'.  S&P also revised the
recovery rating on the senior unsecured notes '4' from '3'.  The
'4' recovery rating reflects average (30%-50%) recovery in the
event of a payment default.  The ratings were placed on
CreditWatch on April 8, 2009.  The outlook is negative.

"The rating action reflects our view of the risk that current
liquidity, at both AMD as a stand-alone entity and the
consolidated group, may be insufficient to adequately fund
expected near-term operating losses and debt amortization
requirements," said Standard & Poor's credit analyst Lucy
Patricola, "even giving consideration for future capital
investments by Advanced Technology Investment Corp."  The
financial support provided by the company's new partner, ATIC
(owned by the government of Abu Dhabi) only partly offsets this
factor.


ALSET OWNERS: Wants Schedules Filing Extended Until July 31
-----------------------------------------------------------
Alset Owners LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend until July 31, 2009,
the time to file their schedules of assets and liabilities and
statements of financial affairs.

Alset Owners LLC is a franchisee of Rally's and Checkers'
Restaurants.  The Company and its affiliates filed for Chapter 11
on June 5, 2009 (Bankr. D. Del. Lead Case No. 09-11960).  The
Company, in its petition, listed assets of $19.7 million and debt
of $17.4 million.  Bonnie Glantz Fatell, Esq., at Blank Rome LLP,
represents the Debtor.


AMCORE FINANCIAL: Consent Order Cues Default Under JPMorgan Loan
----------------------------------------------------------------
AMCORE Financial, Inc., holding company of AMCORE Bank, have
entered into agreements with regulators designed to strengthen and
improve the Bank's financial condition and operations.
Specifically, the holding company has entered into a Written
Agreement with the Federal Reserve Bank of Chicago and the Bank
has agreed to the issuance of a Consent Order with the Office of
the Comptroller of the Currency.

The agreement and order are the result of ongoing discussions
between regulators and AMCORE's management team.  In general, the
agreement and order contain requirements to develop plans to raise
capital and to revise and maintain a liquidity risk management
program.

As a result of the agreement and order, AMCORE Financial, Inc.,
the parent company, is in default under its credit agreement with
JPMorgan Chase Bank, N.A., related to a $20 million credit
facility.  JPMorgan has advised the Company that it does not
expect to pursue any remedies at this time.  Both parties are
working cooperatively.

"The AMCORE management team is taking appropriate actions that
address today's economic challenges," said William R. McManaman,
Chairman and CEO of AMCORE. "Over the last several quarters, we
have taken steps to reduce operating expenses, rebuild the credit
management practices, strengthen the lending function and reduce
our concentration in construction and development loans. The
regulatory agreement and order announced today support the
continued execution of our strategy and establish a framework
against which we will work to make further improvements. From an
operational perspective, we believe growth of non-performing loans
this quarter has decreased from recent quarters and we expect a
significantly lower provision for loan loss reserves in the second
quarter."

AMCORE's ability to serve its customers will not be impacted by
these actions and customer deposits remain fully insured to the
highest limits set by the FDIC.  Management will continue to
coordinate with their primary regulator and work to achieve the
designated capital ratios and maintain a comprehensive liquidity
risk management program.

Mr. McManaman said, "We believe the regulators have seen the
considerable progress that management has achieved in addressing
the problems it faces and remain supportive of our continued
efforts. We are committed to delivering the highest quality
service to our customers and leveraging our expertise across our
organization. We have been steadfastly doing so since 1910."

AMCORE Financial, Inc. -- http://www.AMCORE.com/-- is
headquartered in Northern Illinois and has banking assets of $5.3
billion with 74 locations in Illinois and Wisconsin.  AMCORE
provides a full range of consumer and commercial banking services,
a variety of mortgage lending products and wealth management
services including trust, brokerage, private banking, financial
planning, investment management, insurance and comprehensive
retirement plan services.

AMCORE common stock is listed on The NASDAQ Stock Market under the
symbol "AMFI."


AMERICAN COMMERCIAL: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B'
corporate credit rating to American Commercial Lines Inc.  The
outlook is negative.

At the same time, S&P assigned a 'B+' rating to Commercial Barge
Line Co.'s proposed $200 million senior secured second-lien notes,
one notch above the corporate credit rating on American Commercial
Lines (guarantor), and a '2' recovery rating, indicating S&P's
expectation that lenders will receive substantial (70% to 90%)
recovery in the event of a payment default.  As of March 31, 2009,
ACL had about $576 million of lease-adjusted debt.

"The ratings on Jeffersonville, Ind.-based ACL reflect its highly
leveraged financial risk profile and participation in the highly
competitive and capital-intensive barge shipping industry," said
Standard & Poor's credit analyst Funmi Afonja.  The ratings also
reflect ACL's exposure to various demand swings caused by economic
changes, seasonally fluctuating export volumes, and vulnerability
to weather-related disruptions to operations.  Positive credit
factors include the company's substantial market position in the
U.S. domestic inland barge dry cargo industry, with some
diversification from its liquid barge transportation and
manufacturing segments, and competitive barriers to entry under
the Jones Act.  The Jones Act requires that shipments between U.S.
ports be carried on U.S.-built vessels that are registered in the
U.S. and crewed by U.S. citizens.  These requirements prevent
direct competition from foreign-flagged vessels.  ACL operates a
fleet of Jones Act-qualified vessels.

ACL provides barge transportation primarily for dry cargo
(including steel, grain, cement, fertilizer, coal, and various
bulk commodity products) and liquid cargo on the U.S. inland
waterways.  Dry cargo accounts for about 71% of barge
transportation revenues, and liquid cargo accounts for the
remaining 29%.  ACL is the second-largest independent dry barge
company and the second-largest liquid barge company in the U.S.,
and it operates 12.5% and 13.1% of the total U.S. inland dry and
liquid tank barges, respectively.  The company also provides
repair and terminal services and manufactures barges through its
Jeffboat subsidiary, which accounts for about 21% of total company
revenues.

ACL operates a fleet of 2,586 barges, the majority of which the
company owns, as well as 149 towboats, most of which it also owns.

ACL emerged from bankruptcy on Jan. 11, 2005.  The company had
entered Chapter 11 in January 2003 because of weak operating
performance during a period of slow economic growth, high debt,
and severely constrained liquidity.  In 2007, ACL adopted a more
aggressive financial policy, characterized by share repurchases
and several modest acquisitions, despite reduced earnings.  That
year, the company repurchased $300 million of its shares, about
20% of the previously outstanding shares, and made three small
acquisitions for $42 million.  In 2008, ACL acquired the remaining
70% ownership stake in one of its investments for approximately
$8.5 million.  The financing of ACL's share repurchases and
acquisitions contributed to increased debt leverage and weakened
credit measures.  The company has about $50 million remaining
under its current share-repurchase program.

High fuel prices (despite a fuel surcharge program) have affected
the transportation segment's operating performance.  The
manufacturing segment's (Jeffboat) results have been constrained
by low-margin legacy contracts, although recent contracts have
been more lucrative, with built-in labor and steel cost pass-
throughs.  The legacy contracts expire over the next year, and
S&P expects this segment to show some improvement in the long
term.

S&P believes earnings could come under increasing pressure in the
next year and that adjusted debt levels will fluctuate over time,
depending on the timing of investments in the fleet.

Liquidity is adequate.  Pro forma for the proposed refinancing,
ACL will have about $3.0 million in cash and $96.9 million
available under its $350 million revolving facility, after taking
into consideration about $3.4 million in outstanding letters of
credit.  The new revolving facility has a $100 million accordion
feature and expires in 2013.  Pro forma for the proposed
refinancing, ACL will have no debt maturities for the next few
years.

The company has significant upcoming capital-spending needs to
replace its aging fleet.  S&P expects operating cash flow (about
$136 million in fiscal 2008) and availability under bank borrowing
facilities to be sufficient to meet operating, capital
expenditure, and debt-service requirements for the next year.

The negative outlook reflects S&P's expectation that earnings and
cash flow could come under increasing pressure because of a
prolonged U.S. recession and weak global economic outlook.  S&P
would likely lower the ratings if economic pressures were to cause
liquidity constraints or cause debt to EBITDA to move above 4.5x
on a sustained basis.  S&P could revise the outlook to stable if
economic recovery later this year and in early 2010 permit
materially improved earnings and cash flow generation.


AMERICAN INT'L: Obama Considered Bankruptcy Among Options
---------------------------------------------------------
Christopher Anstey at Bloomberg News reports that the Obama
administration considered a range of options, which included a
bankruptcy filing, for American International Group Inc. after
taking office, before opting to maintain the current rescue plan.

According to the report, citing an e-mail between employees at the
Treasury and the Federal Reserve Bank of New York, officials
scheduled a Jan. 30 discussion on the idea of an AIG bankruptcy
filing.  "Earlier this year, as a matter of prudent planning, all
contingencies and their potential outcomes, including those on the
downside, were analyzed," Andrew Williams, a Treasury spokesman in
Washington, said in an e-mailed statement to Bloomberg.  "That was
the responsible course of action."

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

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

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

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


AMR CORP: American Bank Debt Trades at 8% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which AMR Corporation's
American Airlines' unit is a borrower traded in the secondary
market at 92.05 cents-on-the-dollar during the week ended June 26,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.00 percentage point from the previous week, the Journal
relates.   The loan matures December 17, 2010.  The Company pays
225 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B2 rating and S&P's B+ rating.

                       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: Citi, JPMorgan Waive EBITDAR Covenant for Q2
------------------------------------------------------
American Airlines, Inc., as the borrower, and AMR Corporation as
guarantor, entered into an amendment dated June 26, 2009, to the
Amended and Restated Credit Agreement, dated March 27, 2006, with
Citicorp USA, Inc., as administrative agent, JPMorgan Chase Bank,
N.A., as syndication agent, and a syndicate of lenders arranged by
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as
joint lead arrangers and joint book-running managers.

Pursuant to the Amendment, the lenders irrevocably waived AMR's
compliance with the EBITDAR Covenant for the period ending on
June 30, 2009, and agreed to changes to the EBITDAR Covenant.

The remaining loan facility under the Credit Agreement consists of
a fully drawn $433 million secured bank term loan facility with a
final maturity on December 17, 2010.

The Credit Agreement contains a covenant requiring AMR to
maintain, for specified periods, a minimum ratio of cash flow --
defined as consolidated net income, before dividends, interest
expense (less capitalized interest), income taxes, depreciation
and amortization and rentals, adjusted for certain gains or losses
and non-cash items -- to fixed charges -- comprising interest
expense (less capitalized interest) and rentals.  Prior to the
amendment of the Credit Agreement, the minimum ratios for the
periods ending as of specified dates were:

               Period                              Minimum Ratio
   ------------------------------                  -------------
   Quarter ending June 30, 2009                      0.90:1.00
   Two quarters ending September 30, 2009            0.95:1.00
   Three quarters ending December 31, 2009           1.00:1.00
   Four quarters ending March 31, 2010               1.05:1.00
   Four quarters ending June 30, 2010                1.10:1.00
   Four quarters ending September 30, 2010           1.15:1.00

Pursuant to the Amendment, the EBITDAR Covenant was amended to
provide that thereafter, AMR will be required to maintain, for
each period, a ratio of cash flow to fixed charges of not less
than the amount specified for that period:

               Period                              Minimum Ratio
   ------------------------------                  -------------
   Quarter ending September 30, 2009                 0.95:1.00
   Two quarters ending December 31, 2009             0.95:1.00
   Three quarters ending March 31, 2010              0.95:1.00
   Four quarters ending June 30, 2010                1.00:1.00
   Four quarters ending September 30, 2010           1.05:1.00

Prior to the Amendment, advances under the Credit Agreement bore
interest at 2.00% per annum over LIBOR, in the case of "Eurodollar
Rate Advances" and 1.00% over the "Base Rate", in the case of
"Base Rate Advances".  Pursuant to the Amendment, these margins
were increased to 4.00% per annum in the case of LIBOR Advances,
and 3.00% in the case of Base Rate Advances.  In addition, the
Amendment provides that the minimum rate of LIBOR for purposes of
determining the interest rate on Eurodollar Rate Advances will be
2.50% per annum and that the minimum Base Rate for purposes of
determining the interest rate on Base Rate Advances will be 3.50%
per annum (the Credit Agreement did not previously provide for
fixed minimums of such interest rates).

American will pay certain fees to the lenders who consented to the
Amendment, and certain fees and expenses of the administrative
agent and the joint lead arrangers, as provided in Section 3(v) of
the Amendment.

American and AMR have a number of other commercial relationships
with the lenders and other parties to the Credit Agreement.  From
time to time, several of the lenders and parties or their
affiliates perform investment banking and advisory services for,
and furnish general financing and banking services to, American,
AMR and their affiliates.

A full-text copy of Amendment No. 3 Dated as of June 26, 2009 to
Amended and Restated Credit Agreement Dated March 27, 2006, is
available at no charge at http://ResearchArchives.com/t/s?3e39

                       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.


ANGIOTECH PHARMACEUTICALS: S&P Puts 'CC' Rating on Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'CC' long-term corporate credit rating, on Vancouver-based
Angiotech Pharmaceuticals Inc. on CreditWatch with positive
implications.  The bank loan recovery ratings on the company's
senior unsecured and subordinated debt are unchanged.

"The CreditWatch placement reflects S&P's view that Angiotech's
liquidity position has improved sufficiently to enable the company
to continue operations in the near term," said Standard & Poor's
credit analyst Lori Harris.

Angtiotech obtained new credit facilities in March in the amount
of $32.5 million due 2013.  In addition, the company received
$25 million in March as consideration for the Amended and Restated
Distribution and License Agreement with Baxter International Inc.
(A+/Positive/A-1).  As a result, Angiotech had $66 million in
cash/short-term investments and no drawings under the revolving
credit facility at March 31, 2009.  Still, despite management's
efforts to cut costs, the company remained cash flow negative for
the 12 months ended March 31.

Standard & Poor's will likely keep the ratings on Angiotech on
CreditWatch until S&P meet with management and obtain better
clarity regarding the company's expectations for operating
performance and financial flexibility in 2009.


APPLIED SOLAR: Bankruptcy Still Likely; Quercus Note Due June 30
----------------------------------------------------------------
Applied Solar, Inc., says its previously-disclosed intention to
file for reorganization and protection from creditors pursuant to
Chapter 11 of the U.S. Bankruptcy Code has not changed.

On June 11, 2009, Applied Solar entered into an amendment to a
definitive loan and security agreement with The Quercus Trust
dated May 18, 2009, pursuant to which Applied Solar increased the
total principal amount of the loan provided by the Loan Agreement
in the amount of $85,000, and delivered an additional secured
promissory note in the principal amount of $85,000.  The Company
received additional cash loan proceeds of $75,000 (net of a
$10,000 amendment fee).  The Amendment also extended the maturity
date on the notes issued pursuant to the Loan Agreement to
June 30, 2009.

In connection with the Amendment, the Company entered into a
Forbearance Agreement dated as of June 11, 2009, with The Quercus
Trust pursuant to which Quercus agreed to forbear from exercising
its rights and remedies against the Company in respect of
specified defaults identified in the parties' Loan and Security
Agreement dated May 18, 2009; the Loan and Security Agreement
dated April 29, 2008; and the Series B Convertible Note dated
September 19, 2007.

The forbearance period extends through July 1, 2009, after which
period, Quercus's rights under the Specified Loan Agreements would
be reinstated and, unless additional forbearance was received,
Quercus would have the right to exercise all of its rights in
respect of the specified defaults under the Specified Loan
Agreements.  The Forbearance Agreement provides for the payment to
Quercus of an amendment fee of $10,000, which is intended to
compensate it for the costs and expenses incurred in the
preparation of the Forbearance Agreement.

As reported by the Troubled Company Reporter, Applied Solar on
May 18, 2009, entered into a definitive loan and security
agreement with Quercus pursuant to which the Company delivered a
secured promissory note in the original principal amount of
$698,000 and received loan proceeds of $698,000.  The Note bears
interest at a rate equal to 10% per annum.  Payment of the
principal was due June 15, 2009.

As a condition of the financing, the Loan Agreement required that
the Company file for bankruptcy by June 17, 2009.

The Company also engaged in discussions with potential financing
sources, including The Quercus Trust, concerning the extension of
debtor-in-possession or "DIP" financing to support the Company's
operations during its reorganization.

            Applied Solar to Restate Financial Reports

In a separate filing, Applied Solar said based on its review of
accounting treatment for certain restricted stock and stock option
modification transactions recorded during the quarter ended
November 30, 2008, the Company determined that the transactions
were incorrectly accounted for under SFAS 123R "Share-Base
Payment."  Under the treatment prescribed in SFAS 123R, the
Company understated its non-cash stock compensation recorded in
Selling, General and Administrative by $10.7 million in its 2nd
quarter of fiscal year 2009 financial statements filed in the Form
10-Q for the three and six months ended November 30, 2008.  Until
the errors in the consolidated financial statements for the three
and six months ended November 30, 2008, are corrected through an
amended filing, such financial statements should not be relied
upon.  Authorized officers of the Company discussed the matters
with the Company's independent accountant.

                        About Applied Solar

Applied Solar, Inc., a Nevada Corporation, is a "next-generation"
solar energy company.  The Company develops, commercializes and
licenses clean energy solutions, innovative solar products and
energy management applications.

Effective January 16, 2009, Open Energy Corporation changed its
name to Applied Solar.  Shares of the Company's common stock
currently trade on the OTC Bulletin Board under the symbol
"APSO.OB".

As of February 28, 2009, Applied Solar had $17.5 million in total
assets and $18.9 million in total liabilities, resulting in
$1.4 million in stockholders' deficit.  The Company posted a net
loss of $4.3 million for the three months ended February 28, 2009.


ASARCO LLC: Court Approves $1,675,000 Idaho Settlement
------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas has approved ASARCO LLC's compromise
and settlements with the state of Idaho, including the Idaho
Department of Lands and the Idaho Department of Environmental
Quality, and the United States of America regarding the Triumph
Mine Tailings Piles Site located in and around the town of
Triumph, in Blaine County, Idaho.  He also authorized ASARCO to
enter into and implement the settlement agreements.

Federal Mining and Smelting Company, which merged with ASARCO
Incorporated in 1953, owned and worked the mines at the Site from
1917 until 1923.  ASARCO no longer operates any properties in the
Site area.  IDL and the United States own portions of the Site.

ASARCO, the State, and the IDL entered into a Consent Order for
Remedial Design/Remedial Action at the Triumph Mine Tailings
Piles Site, effective August 12, 1999, which required ASARCO and
IDL to finance and perform clean-up actions and pay governmental
oversight costs regarding the Site.  ASARCO and the IDL entered
into the PRP Agreement for the Triumph Site on June 24, 1999,
which required ASARCO and IDL to work together to respond
efficiently to any demands and claims that may be asserted by the
United States or the State in connection with the Site.

The State on behalf of itself, the IDL and IDEQ have filed Claim
Nos. 10847 and 11053 in the Debtors' bankruptcy cases, setting
forth claims against ASARCO based on the Consent Order.  ASARCO,
the State, and the IDL brought an action in 2001 in the U.S.
District Court for the District of Idaho against the United
States and the U.S. Department of the Interior, in which the
Plaintiffs sought remedies under the Comprehensive Environmental
Response, Compensation, and Liability Act.

ASARCO and the State, including the IDL and the IDEQ, and the
United States participated in extensive negotiations.  As a
result, the Parties were able to reach an agreement resolving
their disputes as provided in two settlement agreements.

ASARCO, the State, including the IDL and the IDEQ, and the United
States are parties to the Settlement Agreement, resolving the
State's claims in the ASARCO Bankruptcy Case.  ASARCO, the State,
including the IDL, and the United States are also parties to
another Settlement Agreement, resolving the Plaintiffs' claims
against the United States and the Department of the Interior in
the Idaho District Court Action.

The key terms of the Bankruptcy Settlement Agreement are:

  (a) In settlement and full satisfaction of all the claims and
      causes of action of the State against ASARCO in connection
      with the Site:

      * the State on behalf of IDEQ will have an allowed general
        unsecured claim for $1,675,000; and

      * ASARCO will convey by quit claim deed to the IDEQ the
        ASARCO-owned tract of land situated in Blaine County,
        Idaho and described as "TOWNSHIP 4 NORTH, RANGE 18 EAST,
        BOISE MERIDIAN, BLAINE COUNTY, IDAHO. Section 25:
        Lot 6";

  (b) The United States, on behalf of the Environmental
      Protection Agency, agrees that upon confirmation of a plan
      of reorganization in the ASARCO Bankruptcy Case, all
      obligations or liabilities under Sections 106 or 107 of
      CERCLA, or Section 7003 of the Resource Conservation and
      Recovery Act, related to the Site will be discharged and
      the United States, on behalf of EPA, agrees not to assert
      a claim in the ASARCO Bankruptcy Case for those
      obligations or liabilities, except as provided in the
      Bankruptcy Settlement Agreement; and

  (c) ASARCO agrees to approve the Idaho District Court
      Settlement Agreement, and further agrees that the IDL will
      retain all proceeds from the Idaho Court Settlement
      Agreement.

The key terms of the Idaho District Court Settlement Agreement
are:

  (a) In settlement and final resolution of all claims asserted
      in connection with the Site, the United States will pay
      $1,000,000 to the IDL; and

  (b) Upon the approval and entry of the Settlement Agreements
      by the District Court and the Bankruptcy Court and the
      approval of the Bankruptcy Settlement Agreement by the
      Bankruptcy Court, the Settlement Agreement will constitute
      a final judgment among the Parties.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Parent Appeals Order on Environmental Settlement
------------------------------------------------------------
Asarco Incorporated notified the U.S. Bankruptcy Court for the
Southern District of Texas that it would take an appeal of Judge
Richard Schmidt's order entered on June 5, 2009, approving the
settlement agreement and compromise of certain environmental
claims filed against the Debtors' bankruptcy estates.

The June 5 global settlement order disposed of the Debtors'
single motion, which sought approval of all of the Debtors'
proposed settlements of environmental claims.  As referenced in
the Global Order, the Bankruptcy Court issued a single Findings
of Fact and Conclusions of Law for all of the proposed
settlements.  The Parent notes that the Findings and Conclusions
are within the scope of their appeal.

In addition to the Global Order, the Bankruptcy Court also issued
five separate orders approving environmental settlements on an
individual basis.  The Subsidiary Orders fall within the scope of
the Global Order because the Global Order grants the Debtors'
single motion seeking approval of all settlements and
incorporates the Findings and Conclusions relevant to approval of
each of the settlement agreements.

Hence, the Parent's Notice of Appeal from the Global Order
satisfies the requirements of Rule 8001 of the Federal Rules of
Bankruptcy Procedure as to the substance of its Notice of Appeal
and permits the Parent to challenge any and all of the Subsidiary
Orders as part of the appeal, relates Gregory Evans, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California.

Because so many different states and governmental entities are
affected by the Global Order, the Parent seeks to clarify, rather
than upon briefing, precisely what aspects of the Global Order
and related Subsidiary Orders will be part of its appeal.

Accordingly, the Parent sought and obtained from the Bankruptcy
Court order (i) and order extending the notice time and (ii)
permission to file a supplemental notice of appeal, which
specifies that the Parent is appealing four of the Subsidiary
Orders already encompassed within the Global Order.

                      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: Taps URS Corp. to Clean Up Helena Smelter Site
----------------------------------------------------------
ASARCO LLC sought and obtained authority from the U.S. Bankruptcy
Court for the Southern District of Texas to enter into a contract
with URS Corporation/Cleveland Wrecking Co. for the 2009 Cleaning
and Demolition Project of ASARCO's lead smelter plant in East
Helena, Montana.

ASARCO has operated the plant since 1888, and continues to own
it.  Prior to its bankruptcy filing, ASARCO entered into a
Consent Decree with the United States Environmental Protection
Agency and an Order on Consent with the Montana Department of
Environmental Quality, which govern, among other things, the
process by which materials are to be removed, stored, and
properly disposed or recycled from certain process units located
at the plant.  Over the last five years, ASARCO has achieved
substantial success in accomplishing those goals, but not all of
the tasks are complete.

The Cleaning and Demolition Project will take place at the East
Helena Plant pursuant to a certain order on consent workplan
approved by MDEQ.  ASARCO, however, lacks the manpower and other
resources to undertake the project itself and thus has concluded
that the only viable method for completing the project was to
hire a contractor, relates Jack L. Kinzie, Esq., at Baker Botts
L.L.P., in Dallas, Texas.

ASARCO has determined that URS is the best choice among the
bidders for the project, Mr. Kinzie tells the Court.  He adds
that the EPA and MDEQ do not object to ASARCO's selection of URS
as contractor.

To get the work underway as quickly as possible, ASARCO therefore
seeks the Court's authority to enter into a contract with URS for
the performance of the Project, pursuant to which contract URS
will perform the work for $1,858,580.

ASARCO also seeks authority to order extra work or initiate
changes in the contemplated work by altering, adding to, or
deducting from the work, in accordance with the workplan approved
by MDEQ and as set forth in the Montana Custodial Trust
Settlement Agreement, without the need of additional Court order.

Pursuant to the Debtors' proposed plan of reorganization, the
East Helena property is scheduled to be transferred to the
Montana Custodial Trust.  Consequently, the parties' agreement
permits assignment of the contract to the Custodial Trustee.
Moreover, amounts paid by ASARCO to URS will be credited as
provided in the Montana Custodial Trust Settlement Agreement
towards ASARCO's obligations to the Montana Custodial Trust.

                      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: $5MM JPMorgan L/C Facility Extended to June 2010
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized ASARCO LLC to amend and extend its $5 million letter of
credit facility with JPMorgan Chase Bank, N.A., and to pay
JPMorgan Chase a $5,000 up-front deposit for reasonable fees and
expenses for due diligence and documentation.

The outstanding balance under the existing Credit Facility is
$920,493, as of June 15, 2009.

ASARCO and JPMorgan Chase negotiated the terms of an amendment to
the Credit Facility.  The amendment provides that:

  -- The maturity date of the Credit Facility will be extended
     to June 25, 2010;

  -- Each letter of credit issued under the Amended Credit
     Facility and all associated fees and expenses, and all
     interests on any unreimbursed draws will be secured by cash
     collateral, to be provided in advance of the issuance of an
     LOC, in the amount of 110% of the face amount of the LOC;

  -- A commitment fee will be paid equal to 0.25% per annum on
     the Commitment, payable at closing to Chase; and

  -- A $5,000 deposit will be used to cover JPMorgan Chase's
     reasonable, documented out-of-pocket expenses, including
     reasonable fees, time charges and expenses of its
     attorneys, due diligence expenses, syndication expenses,
     consultants' fees and expenses, and travel expenses.

The material terms of the Amended Credit Facility are described
in a commitment letter and term sheet, a copy of which is
available for free at:

     http://bankrupt.com/misc/ASARCO_Chase_LOC_061509.pdf

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that after extensive negotiations with JPMorgan
Chase, ASARCO was able to obtain the Amended Credit Facility on
terms more favorable than the original Credit Facility.  He
elaborates that JPMorgan Chase has reduced by 0.25% its
Commitment Fee and reduced its Letter of Credit fees from 1.5% to
1.125% per annum.

Accordingly, ASARCO asks Judge Schmidt to grants its request and
allow it to enter into the Amended Credit Facility and incur
postpetition secured indebtedness from JPMorgan Chase pursuant to
the Commitment Letter and Term Sheet.  ASARCO also asks the Court
to allow it to execute appropriate documentation memorializing
the Amended Credit Facility, including letter of credit
agreements, security documents and any other legal documents.

                      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: Seeks to Expand Barclays Role in Assets Sale
--------------------------------------------------------
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas to expand, effective as of June 1,
2009, Barclays Capital Inc.'s role as its financial advisor and
investment banker in connection with the auction and potential
sale of all or a portion of the assets granted to the Debtors in
connection with the final judgment in 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, entered
on April 14, 2009, by the U.S. District Court for the Southern
District of Texas, Brownsville Division.

In a separate filing, the Debtors inform the Court that they may
call on these individuals as witnesses during the hearing of the
application:

  -- George M. Mack, managing director at Barclays Capital

  -- Joseph F. Lapinsky, chief executive officer and president
     of ASARCO LLC

  -- Any witness called or designated by any other party

  -- Any witness necessary to rebut the testimony of any witness
     called or designated by any other party, or any evidence
     presented or designated by any other party

For several weeks, ASARCO and its advisors have discussed and
evaluated various options for monetizing the SCC Judgment, Jack
L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, tells
the Court.  He notes that most of the Debtors' creditors, many of
whom have not been paid on account of their claims for more than
six years, desire more cash and more certainty of cash payments
on the effective date of a plan of reorganization.

Pursuant to the parties' engagement letter, Barclays Capital has
recommended a two-step, stalking-horse auction process.  The
auction process is intended to meet the Debtors' objectives by
potentially monetizing some or all of the SCC Judgment prior to
the Plan Effective Date, and spreading, or eliminating if the SCC
Judgment is sold as a whole, the inherent delay and appellate
risk among creditors and third-party strategic or financial
investors, Mr. Kinzie says.

The auction of the SCC Judgment will also facilitate a successful
reorganization of ASARCO and benefit the bankruptcy estates to
the extent that the outcome of the auction process may assist the
Court in the valuation of the judgment for confirmation purposes.
If sold as a whole, the SCC Judgment will be assigned to the
purchasers and the proceeds of the sale will be distributed to
creditors in accordance with the Debtors' Plan.

In connection with the SCC Sale Process, Barclays Capital will:

  (a) assist ASARCO in analyzing and evaluating various
      strategic and financial alternatives available with regard
      to the SCC Judgment;

  (b) assist ASARCO in connection with a potential sale of the
      SCC Judgment;

  (c) assist in coordinating potential investors' or purchasers'
      due diligence efforts, including creating and maintaining
      a data room;

  (d) assist in evaluating proposals received from potential
      purchasers of the SCC Judgment;

  (e) assist ASARCO in negotiations with and related strategy
      concerning potential purchasers of the SCC Judgment;

  (f) assist ASARCO in developing bidding procedures for the
      sale of the SCC Judgment, and assist ASARCO in obtaining
      the Court's approval of the procedures;

  (g) conduct any auction, as needed, as part of the SCC Sale
      Process;

  (h) participate in hearings before the Court with respect to
      the matters concerning the SCC Sale Process upon which
      Barclays Capital has provided advice; and

  (i) provide expert witness testimony concerning the SCC Sale
      Process.

Barclays Capital's Mark Shapiro, Gil Sanborn, Gary Matt and
George Mack will be leading the team of professionals working on
the contemplated services.

As set forth in the Engagement Letter, Barclays Capital will be
paid:

  -- an initial retainer fee of $1,000,000 payable in cash as
     soon as possible following the Court's approval of the
     application.  A monthly retainer fee of $150,000 will be
     payable on the first business day of each calendar month
     thereafter beginning July 1, 2009;

  -- if, during the term of the engagement or for a period of 12
     months following the effective date of the firm's
     termination by ASARCO, other than for cause, a definitive
     agreement to effect a sale of the SCC Judgment is entered
     into by ASARCO and the sale is consummated, Barclays
     Capital would be paid a successful sale fee equal to the
     lesser of:

        (i) $6 million; and

       (ii) a successful bid fee that would have been payable
            pursuant to the Engagement Letter;

  -- if, during the term of the engagement, one or more bona
     fide offers are submitted to ASARCO prior to the effective
     date of a Chapter 11 plan, but ASARCO does not enter into a
     definitive sale agreement with respect to any of the Bona
     Fide Offers, Barclays Capital will be paid a successful bid
     fee equal to 2% of the aggregate amount of cash
     consideration proposed in each of the Bona Fide Offers.  In
     no event will the Successful Bid Fee exceed $6,000,000;

  -- in no event will both the Successful Sale Fee and the
     Successful Bid Fee be paid simultaneously; and

  -- ASARCO will reimburse Barclays Capital for its reasonable
     and duly documented out-of-pocket expenses incurred in
     connection with the services Barclays Capital performs
     under the Engagement Letter, regardless of whether a sale
     of the SCC Judgment is consummated.

George M. Mack, a managing director at Barclays Capital, assures
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

In a supplemental affidavit submitted to the Court in connection
with the application, Mr. Mack reveals that:

  -- Barclays Capital has recently been engaged by the Pension
     Benefit Guaranty Corporation to provide investment banking
     advisory services regarding matters unrelated to the
     Debtors' bankruptcy cases.  The PBGC is a member of
     ASARCO's Official Committee of Unsecured Creditors;

  -- In the summer of 2008, Oscar Pate, son of Judge Robert C.
     Pate, the Future Claims Representative appointed in the
     cases, was hired by Lehman Brothers, Inc., as an analyst in
     its Investment Banking Division.  In September 2008, as
     part of Barclays Capital's acquisition of Lehman Brothers,
     Inc., Oscar became an employee of Barclays Capital.  Oscar
     works in Barclays Capital's Houston office within the
     Natural Resources group, and has no involvement in Barclays
     Capital's activities in the Debtors' cases; and

  -- Barclays Capital acted as Coordinating Bookrunner for a
     $7.5 billion credit facility for Glencore International AG,
     the parent company of Glencore Ltd., a bidder in the 2008
     auction which most recently submitted a non-binding
     indicative offer for ASARCO's assets on April 21, 2009.
     The Barclays Capital team members who worked on the
     transaction are based out of the firm's European offices
     and have no involvement in Barclays Capital's activities in
     the cases.

                            AMC Objects

Americas Mining Corporation contends that the request to expand
the services of Barclays Capital does not meet the stringent
requirements of Section 328(a) of the Bankruptcy Code to allow
Barclays Capital's compensation to be different from what
previously approved by the Court.  The application thinly veils
Barclays Capital's desire to renegotiate the economic terms of
its engagement with ASARCO, AMC alleges.

Section 328 only permits an economic modification, like the one
proposed by the application, at the conclusion of the engagement
and only if the original compensation is shown to be improvident
in light of developments not capable of being anticipated at the
time its terms were approved, Charles A. Beckham, Jr., Esq., at
Haynes and Boone, LLP, in Houston, Texas, points out.

The application should be denied because, in both purpose and
execution, it is rife with problems, Mr. Beckham argues.  He adds
that the proposed terms and conditions of the application are
excessive and unreasonable in light of the services offered and
those already being provided by Barclays Capital.

                         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)


AVIZA TECHNOLOGY: Hires Omni Management as Claims Agent
-------------------------------------------------------
Aviza Technology, Inc., and its affiliates seek permission from
the U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, to hire Omni Management Group, LLC, as noticing
and claims agent.

There are 7,000 creditors and parties-in-interest in the Debtors'
cases.  Given the large number of creditors, the Debtors
identified that the Court requires a notice and claims' agent.

Brian Osborne, a member at Omni, assures the Court that Omni is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code and holds no interest adverse to the Debtors
and their estate for the matters for which Omni is to be employed.

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

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


AVIZA TECHNOLOGY: Taps Murray & Murray as Bankruptcy Counsel
------------------------------------------------------------
Aviza Technology, Inc., and its affiliates seek the consent of the
U.S. Bankruptcy Court for the Northern District of California, San
Jose Division, to hire Murray & Murray as general bankruptcy
counsel.

Murray & Murray will provide Aviza assistance in the
administration of the Chapter 11 case; advise the Debtors
concerning their rights and responsibilities under the Bankruptcy
Code as debtors and debtors in possession; provide the Debtors
with continued representation in all negotiations and proceedings
involving creditors and other parties; advise the Debtors
regarding sales of the Debtors' assets and procedures relating
thereto; assist the Debtors in the formulation of a Chapter 11
plan of reorganization and disclosure statement, and the approval
thereof; and represent the Debtors in all other legal aspects of
the jointly administered Chapter 11 cases in accordance with the
powers and duties established by the Bankruptcy Code.

The current hourly rates of the attorneys at Murray & Murray are:

           Name                     Rate Per Hour
           ----                     -------------
           John Walshe Murray           $590.00
           Janice M. Murray              540.00
           Craig M. Prim                 510.00
           Stephen T. O'Neill            470.00
           Robert A. Franklin            460.00
           Doris A. Kaelin               440.00
           Jenny Lynn Fountain           350.00
           Rachel P. Ragni               330.00
           Thomas T. Hwang               310.00
           Laurent Chen                  280.00
           Ivan C. Jen                   225.00
           Law Clerks/Paralegals         150.00

The Debtors have also agreed that Murray & Murray will be
reimbursed for its expenses incurred in connection with the case.

John Walshe Murray, Esq., a partner at the firm, says Murray &
Murray is disinterested as contemplated in Section 101(14) of the
Bankruptcy Code.

Murray & Murray may be reached at:

     John Walshe Murray, Esq.
     Robert A. Franklin, Esq.
     Doris A. Kaelin, Esq.
     MURRAY & MURRAY, A Professional Corporation
     19400 Stevens Creek Blvd., Suite 200
     Cupertino, CA 95014-2548
     Tel: (650) 852-9000; (408) 907-9200
     Fax: (650) 852-9244
     Email: jwmurray@murraylaw.com
     Email: rfranklin@murraylaw.com
     Email: dkaelin@murraylaw.com

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

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


AVIS BUDGET: Debt Trades at 22% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 77.64
cents-on-the-dollar during the week ended June 26, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.23 percentage points
from the previous week, the Journal relates.  The loan matures
April 1, 2012.  The Company pays 125 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and S&P's CCC+ rating.

                         About Avis Budget

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


AVIS BUDGET: Files Annual Reports for 5 Employee Plans
------------------------------------------------------
Avis Budget Group Inc. filed with the Securities and Exchange
Commission annual reports on Form 11-K for the year ended
December 28, 2008, on five employee plans:

   1. Avis Budget Group, Inc. Employee Savings Plan
   2. Avis Voluntary Investment Savings Plan
   3. AB Car Rental Services, Inc. Retirement Savings Plan For
      Bargaining Hourly Employees
   4. Avis Voluntary Investment Savings Plan For Bargaining Hourly
      Employees
   5. AB Car Rental Services, Inc. Retirement Savings Plan

                                                     Net Assets
                                                      Available
                                                   For Benefits
                                                   ------------
   Avis Budget Group, Inc.                         $347,798,240
   Employee Savings Plan
   See http://ResearchArchives.com/t/s?3e34

   Avis Voluntary Investment                        $52,979,903
   Savings Plan
   See http://ResearchArchives.com/t/s?3e35

   AB Car Rental Services, Inc.                      $2,380,779
   Retirement Savings Plan
   For Bargaining Hourly Employees
   http://ResearchArchives.com/t/s?3e36

   Avis Voluntary Investment Savings Plan           $19,293,932
   For Bargaining Hourly Employees
   See
   http://ResearchArchives.com/t/s?3e37

   AB Car Rental Services, Inc.                     $68,682,357
   Retirement Savings Plan
   http://ResearchArchives.com/t/s?3e38

                         About Avis Budget

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


BAKERS FOOTWEAR: Posts $2.8 Million Net Loss for 2009 Q1
--------------------------------------------------------
Bakers Footwear Group, Inc., reduced its net loss in the first
quarter ended May 2, 2009, by $2.1 million to $2.8 million down
from $4.9 million in the first quarter of fiscal year 2008.
During the first quarter of 2009, the Company's net sales
increased 3.3% compared to the first quarter of 2008, and its
comparable store sales increased 4.8%

The Company incurred net losses of $15.0 million and $17.7 in
fiscal years 2008 and 2007, but continues to make significant
progress in focusing its inventory lines and maintaining cost
control.  Since June 2008, the Company has achieved positive
comparable store sales each month through May 2009.  Its losses in
the first quarter of fiscal year 2009 and in fiscal years 2008 and
2007 have had a significant negative impact on its financial
position and liquidity.

As of May 2, 2009, the Company had $58.9 million in total assets,
$41.2 million in total current liabilities and $9.6 million in
accrued rent liabilities, resulting in $8.0 million in
stockholders' equity.  As of May 2, 2009, the Company had negative
working capital of $15.5 million and accumulated deficit of
$30.8 million.

In fiscal year 2008, the Company obtained net proceeds of
$6.7 million from the entry into a $7.5 million three-year
subordinated secured term loan and the issuance of 350,000 shares
of common stock.  On May 9, 2008, the Company amended the
subordinated secured term loan to reduce the financial covenant
for minimum adjusted EBITDA for the first quarter of fiscal year
2008 to maintain compliance as of May 2, 2008, and to defer
principal payments until September 1, 2008.  As consideration for
the amendment, the Company issued an additional 50,000 shares of
common stock.

On April 9, 2009, the Company again amended the subordinated
secured term loan to reduce the financial covenant for minimum
adjusted EBITDA for the fourth quarter of fiscal year 2008 to
maintain compliance at January 31, 2009.  As consideration for the
amendment, the Company paid a fee of $250,000 and issued an
additional 250,000 shares of common stock.  The amendment also
tightened the minimum adjusted EBITDA covenants and tangible net
worth covenants and reduced the capital expenditure covenants for
fiscal years 2009 and 2010.

On April 9, the Company also amended its revolving credit
agreement, extending the expiration date to January 2011 from
August 2010 and obtaining the senior lender's consent to the
amendment of the subordinated secured term loan.  The amendment
also increased the interest rate from the bank's prime rate to
prime plus 2.5%, increased the unused line fee from 0.25% to 0.5%,
reduced the overall facility from $40 million to $30 million,
eliminated the grace period for failing to maintain minimum
availability levels, and reduced the advance rate during the
fourth quarter.  In connection with the amendment, the Company
paid $125,000 in fees.  As of June 3, 2009, the balance on the
revolving line of credit was $9.5 million and the unused borrowing
capacity was $900,000.

The Company's business plan for the remainder of fiscal year 2009
is based on a continuation of the mid-single digit increases in
comparable store sales, which began in the second quarter of
fiscal year 2008 and working with vendors and landlords to arrange
payment terms that are more reflective of the seasonal cash flow
patterns in order to manage availability.  The Company's business
plan also reflects continued focus on inventory management and on
timely promotional activity.  The Company believes this focus on
inventory should improve the overall gross margin performance
compared to fiscal year 2008.

The Company said it continues to face considerable liquidity
constraints.  Although it believes its business plan is
achievable, should it not achieve the sales or gross margin levels
it anticipates, not obtain payment terms from vendors and
landlords more reflective of seasonal cash flow patterns, or incur
significant unplanned cash outlays, it would become necessary for
the Company to obtain additional sources of liquidity or make
further cost cuts to fund operations.  "However, there is no
assurance that we would be able to obtain such financing on
favorable terms, if at all, or to successfully further reduce
costs in such a way that would continue to allow us to operate our
business," the Company cautioned.

A full-text copy of the Company's quarterly report on Form 10-Q
for the period ended May 2, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?3e44

                    About Bakers Footwear Group

Bakers Footwear Group, Inc., is a national, mall-based, specialty
retailer of distinctive footwear and accessories targeting young
women who demand quality fashion products.  The Company features
private label and national brand dress, casual and sport shoes,
boots, sandals and accessories.  As of January 31, 2009, the
Company operated 239 stores, including the 21 store Wild Pair
chain that targets men and women between the ages of 17 and 29 who
desire edgier, fashion forward footwear.  As of April 11, 2009, it
operated 240 stores, including 21 Wild Pair stores.

Ernst & Young LLP in St. Louis, Missouri, has expressed
substantial doubt on the ability of Bakers Footwear Group to
continue as a going concern.  The Company's independent registered
public accounting firm cited the Company's substantial losses from
operations in 2008 and 2007.  In addition, the Company is
dependent on its various debt agreements to fund its working
capital needs.  E&Y said the debt agreements contain certain
financial covenants with which the Company must comply, and
compliance cannot be assured.


BEAZER HOMES: Files 2008 Annual Report for 401(k) Plan
------------------------------------------------------
Beazer Homes USA, Inc., filed with the Securities and Exchange
Commission an annual report on Form 11-K for the year ended
December 31, 2008, on its Beazer Homes USA, Inc. 401(k) Plan.  The
Company reports that the Plan has $64,446,785 in net assets
available for benefits at December 31, 2008.

The Plan is a defined contribution plan established to encourage
and assist employees in saving and investing payroll withholdings
for the purpose of receiving retirement benefits.  The Plan is a
savings and investment plan covering eligible employees.  The Plan
is administered by a committee appointed by the Company's Board of
Directors and is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.  All employees
who have attained 21 years of age are eligible to participate in
the Plan on the first day of the month following the completion of
30 days of service.

A full-text copy of the Annual Report on Form 11-K is available at
no charge at http://ResearchArchives.com/t/s?3e3a

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

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


BERNARD MADOFF: Wife Cedes $80MM Claim to Assets, Keeps $2.5MM
--------------------------------------------------------------
Amir Efrati and Robert Frank at The Wall Street Journal report
that Ruth Madoff, who has been under a voluntary asset freeze
since December, agreed to give up her claim to more than
$80 million worth of assets.

According to Jane J. Kim at WSJ, Ms. Madoff will give up:

     -- tens of millions in cash and securities;
     -- her $7.5 million interest in a New York City apartment;
     -- a $7 million Montauk, New York, property;
     -- jewelry insured at more than $2.6 million;
     -- two fur coats valued at $48,500;
     -- $18,000 in linens and bedding; and
     -- $8,500 in silverware.

Court documents say that Mrs. Madoff consented to the sale of her
properties in Palm Beach, Fla., Montauk and Manhattan, as well as
boats and vehicles to preserve value for the Bernard L. Madoff
Investment Securities LLC fraud victims.

Bernard Madoff had asked prosecutors to let his wife keep
$70 million in assets held in her name, claiming that they weren't
connected to the fraud, but in an agreement reached with the U.S.
attorney's office last week, Ms. Madoff will keep $2.5 million in
cash, WSJ states.

WSJ relates that U.S. District Court Judge Denny Chin, who will
sentence Mr. Madoff on June 29, has approved the agreement.
According to WSJ, the settlement was finalized alongside a court
order of forfeiture against Mr. Madoff in the amount of
$170 billion, which represents the amount of money that
prosecutors say flowed into his investment firm.

WSJ reports that the settlement doesn't prevent the U.S.
Securities and Exchange Commission or the Irving Picard from
pursuing Mrs. Madoff's funds in the future.

WSJ says that eligible victims may get payments of up to $500,000
from the Securities Investor Protection Corp., which was set up to
compensate investors for theft or proven unauthorized trading in
brokerage accounts.  WSJ relates that of the $188.4 million that
already has been approved for payout to eligible claimants, SIPC
has distributed about $142 million in checks.

WSJ notes that the rest of the victims' losses will be partially
recouped from the assets Mr. Picard manages to gather in the
liquidation process.  WSJ relates that Mr. Picard already sold Mr.
Madoff's market-making operation for $25.5 million, and has sued
to recover more than $10 billion from investors who withdrew sums
from their Madoff accounts in recent years, the biggest targets
include trust funds and partnerships run by investors Jeffry
Picower and Stanley Chais, who collectively withdrew $6.1 billion
over and above their principal investment with the Madoff firm.

WSJ reports that many former Madoff customers want more, suing Mr.
Picard over the matter.  WSJ relates that some of those former
clients demand that their claims be based on what was shown on
their November 2008 account statements, which reflected balances
of almost $65 billion.

           About Bernard L. Madoff Investment Securities

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

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

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

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

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


BLUFFS LLC: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Bluffs, LLC
        9400 Reeds Rd., Suite 100
        Overland Park, KS 66207

Bankruptcy Case No.: 09-11978

Type of Business: The Debtor owns an apartment complex.

Chapter 11 Petition Date: June 25, 2009

Court: District of Kansas (Wichita)

Debtor's Counsel: Bruce J. Woner, Esq.
                  Woner Glenn Reeder Girard & Riordan PA
                  5611 S.W. Barrington Court
                  P.O. Box 67689
                  Topeka, KS 66667-0689
                  Tel: (785) 235-5330
                  bwoner@wonerglenn.com

Total Assets: $60,000,000

Total Debts: $54,784,928

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Dovetail Builders 2 LLC                          $9,400,000
301 Iowa Avenue, Suite 400
Muscantine, IA 52761

First Management Inc.                            $1,192,464
601 N. Iowa
Lawrence, KS 66044

Alexander W. Glenn                               $0

David J. Christie                                $0

JC Investment LLC                                $0

John R. Pratt                                    $0

Alan E. Meyer                                    $0

The petition was signed by David J. Christie.


BONANZA OIL: In Default Under Secured Promissory Notes
------------------------------------------------------
Bonanza Oil and Gas, Inc., reports that it has incurred
significant losses and had negative cash flow from operations
since its inception on August 17, 2007, and has an accumulated
deficit of $7,655,060 at March 31, 2009.

As of March 31, 2009, the Company had $8,949,548 in total assets
and $4,483,484 in total liabilities.  It posted a net loss of
$592,408 for the three months ended March 31, 2009, compared to a
net loss of $279,187 for the same period last year.

The Company said substantial portions of its losses are
attributable to non-cash writedowns of oil and gas properties,
with the balance attributable to primarily personnel costs, legal
and professional fees, and financing costs.  The Company's
operating plans require additional funds that may take the form of
debt or equity financings.  There can be no assurance that any
additional funds will be available.  According to the Company, its
ability to continue as a going concern is in substantial doubt and
is dependent upon achieving a profitable level of operations and
obtaining additional financing.

The Company has undertaken steps as part of a plan to improve
operations with the goal of sustaining operations for the next 12
months and beyond.  These steps include (a) raising additional
capital or obtaining financing, if available, (b) increasing
current production (c) continuing development drilling on proved
and undeveloped properties and (d) controlling overhead and
expenses.

"There can be no assurance that we will successfully accomplish
these steps and it is uncertain we will achieve a profitable level
of operations and/or obtain additional financing.  There can be no
assurance that any additional financings will be available to us
on satisfactory terms and conditions, if at all.  In the event we
are unable to continue as a going concern, we may elect or be
required to seek protection from our creditors by filing a
voluntary petition in bankruptcy or may be subject to an
involuntary petition in bankruptcy.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence," the Company said.

        Default Under December 2007 Secured Promissory Note

In December 2007, the Company entered into a 14% Senior Asset
Backed Secured Promissory Note and Security Agreement, and a
Securities Purchase Agreement, with Phoenix Capital Opportunity
Fund, L.P., in principal amount of $250,000 and the issuance of
74,999 shares (on a post-split adjusted basis) of Common Stock of
the Company.  At March 31, 2009, the Company was in default with
respect to the repayment obligation upon maturity on December 17,
2008, with respect to its December 2007 Secured Promissory Note.

Pursuant to the terms of the December 2007 Secured Promissory
Note, the interest rate on all amounts outstanding increased to
24% per annum, effective December 17, 2008.  On February 6, 2009,
the Company made a partial payment of $125,000 toward satisfaction
of this obligation.

As of June 10, 2009, the Company has not remitted the balance of
amount due; however the lender has not, as of June 10, 2009, taken
any further action with respect to the default.  Although the
Company is actively seeking additional financing to remedy this
default, and is in constant communication with the lender, there
can be no assurances that the lender will continue to delay the
enforcement of its remedies under the December 2007 Secured
Promissory Note.

        Default Under January 2008 Secured Promissory Note

In January 2008, the Company entered into three 14% Senior Secured
Promissory Note and Security Agreements, and Securities Purchase
Agreements, with accredited investors for an aggregate principal
amount of $800,000 and the issuance of 160,000 shares of the
Company's Common Stock.  At March 31, 2009, the Company was in
default with respect to the repayment obligation upon maturity on
January 31, 2009, with respect to its January 2008 Secured
Promissory Notes.

Pursuant to the terms of the January 2008 Secured Promissory
Notes, the interest rate on all amounts outstanding increased to
24% per annum, effective January 31, 2009.  In addition, if the
January 2008 Secured Promissory Notes are not repaid prior to
July 31, 2009, the Company is obligated to issue an additional
150,000 shares of its Common Stock as an additional interest
payment.

As of June 10, 2009, the Company has not cured its default;
however the lenders have not, as of June 10, 2009, taken any
further action with respect to the default.  Although the Company
is actively seeking additional financing to remedy this default,
and is in constant communication with the lenders, there can be no
assurances that the lenders will continue to delay the enforcement
of their remedies under the January 2008 Secured Promissory Notes.

          Missed Payment Under May 2008 Convertible Note

In May 2008, the Company entered into a Securities Purchase
Agreement with an accredited investor providing for the sale by
the Company of an 8% convertible note in the principal amount of
$750,000 and the issuance of 375,000 shares of Common Stock of the
Company, a Series A Common Stock Purchase Warrant to purchase
750,000 shares of the Company's Common Stock and a Series B Common
Stock Purchase Warrant to purchase 750,000 shares of the Company's
Common Stock.  As of June 10, 2009, the Company had not made
quarterly interest payment due on March 31, 2009, with respect to
its May 2008 Convertible Note.

Pursuant to the terms of the May 2008 Convertible Note, the
interest rate on the past due quarterly interest payment increased
to 15% per annum, effective March 31, 2009.  The Company has 90
days to make the scheduled quarterly interest payment before an
Event of Default should occur.  Although the Company is actively
seeking additional financing to remedy this default, and is in
constant communication with the lender, there can be no assurances
that the Company will make the scheduled quarterly interest
payment within 90 days of March 31, 2009, and if not, that the
lender will delay the enforcement of its remedies under the May
2008 Convertible Note.

As of June 10, 2009, the Company had not repaid any of the amounts
due under the August 2008 Unsecured Promissory Notes or the
October 2008 Unsecured Promissory Note.  Pursuant to the terms of
the August 2008 Unsecured Promissory Notes and the October 2008
Unsecured Promissory Note agreements, the Company is required to
issue to the holders of the August 2008 Unsecured Promissory Notes
and the October 2008 Unsecured Promissory Note, a total of 137,500
warrants to purchase shares of the Company's Common Stock every 30
days that amounts remain outstanding under the August 2008
Unsecured Promissory Notes and the October 2008 Unsecured
Promissory Note.

               Capital Expenditures and 2009 Outlook

The Company presently does not have any available credit, bank
financing or other external sources of liquidity.  Due to its
brief history and historical operating losses, its operations have
not been a source of liquidity.

To obtain capital, the Company said it may need to sell additional
shares of common stock or borrow funds from private lenders.

Bonanza Oil & Gas, Inc., is an independent energy company engaged
primarily in the acquisition, development, production and the sale
of crude oil, natural gas and natural gas liquids.  The Company's
production activities are located in the United States of America.
The principal executive offices of the Company are located in
Houston, Texas.


BOSTON SCIENTIFIC: Jim Tobin Resigns as President & CEO
-------------------------------------------------------
Boston Scientific Corporation President and Chief Executive
Officer Jim Tobin will retire from the Company, and that its board
of directors has appointed Ray Elliott the new President and CEO,
effective July 13.

"Ten years ago this month, I began my tenure as CEO of Boston
Scientific, and two months from now, I will turn 65," said Mr.
Tobin.  "Over the course of the past decade, we have built a
stronger, more diversified company that is well positioned for the
future.  We have achieved this due largely to the support of our
employees, customers and investors, and I would like to take this
opportunity to thank them.  Now is an appropriate time for me to
turn over the leadership of the Company to Ray Elliott, our new
CEO.  Ray is an outstanding choice, and he has my full and
enthusiastic support.  We will have a smooth transition, which
will culminate with Ray taking over next month."

"The board accepts Jim's decision to retire with understanding and
enormous gratitude," said Pete Nicholas, Chairman of the Board of
Boston Scientific.  "Jim led Boston Scientific through a period of
tremendous growth and diversification that transformed the
Company.  Thanks to his leadership and the efforts of thousands of
Boston Scientific employees, our Company has strengthened its
position as a worldwide leader in less-invasive medicine.  More
important, while Jim has been CEO, Boston Scientific has helped
improve the lives of millions of patients.  On behalf of the
board, I would like to recognize and thank Jim for these and so
many other accomplishments."

Mr. Elliott, 59, has more than 35 years of experience leading
health care and consumer products companies.  He led the
orthopedics company Zimmer Holdings Inc. for 10 years, joining the
company as President and rising to become Chairman, President and
CEO.  Prior to joining Zimmer, he served as President and CEO of
Cybex International Inc., a medical rehabilitation and
cardiovascular products company.  He has also served as President
and Chairman of various divisions of Southam Inc., a
communications group, and as Group President of the food and
beverage company John Labatt Ltd.  He began his career in the
health care industry with American Hospital Supply Corp. -- now
Baxter International Inc. -- where he served for 15 years in
sales, marketing, operations, business development and general
management positions, leading to his appointment as President of
all the Far East divisions, based in Tokyo.  He has also served on
a number of boards, including AdvaMed, where he was chair of its
orthopedics sector.  He was a member of the Boston Scientific
board of directors from 2007 until earlier this year.  In addition
to serving as President and CEO of Boston Scientific, he will
rejoin the board.  He holds a bachelor's degree from the
University of Western Ontario, Canada.

During Mr. Elliott's leadership of Zimmer, sales and market
capitalization quadrupled.  Sales increased from approximately
$1 billion in 1997 to approximately $4 billion in 2007.  Mr.
Elliott oversaw taking Zimmer public in 2001, with an initial
market capitalization of approximately $5 billion.  At the time of
his departure in 2007, the company's market capitalization was
more than $20 billion.  In 2005 he was named "Best CEO in America"
for Health Care (Medical Supplies and Devices), by Institutional
Investor magazine.

"We are delighted that Ray will be joining us as only the third
CEO of Boston Scientific," said Mr. Nicholas.  "His long and
proven track record in leadership positions has prepared him well
for this role.  Ray is an extremely capable leader with extensive
experience running global health care companies.  We have gotten
to know Ray well as a leader and colleague in the industry, as
well as from his service on our board.  We are confident he offers
the right combination of experience, results and talents for
Boston Scientific going forward."

"As chair of the search committee, I had the opportunity to review
a number of strong candidates, and Ray stood out convincingly as
our top choice," said Ernest Mario, Ph.D., a member of the
Company's board of directors.  "His experience and success leading
large, complex, international companies -- coupled with his
specific expertise in medical devices -- made him the clear
selection to be Boston Scientific's new CEO.  We are very pleased
that Ray will be assuming the leadership of the Company."

"It's an honor to follow Pete and Jim as the CEO of Boston
Scientific, a company with great products and technologies, a rich
pipeline creating substantial future growth potential, and of
course, outstanding people," said Mr. Elliott.  "I look forward to
leading the Boston Scientific team and building on the impressive
tradition of delivering innovative medical solutions to patients
and physicians.  I am committed, as always, to creating value for
them, our employees and our shareholders."

                     About Boston Scientific

Boston Scientific -- http://www.bostonscientific.com/-- is a
worldwide developer, manufacturer and marketer of medical devices
whose products are used in a broad range of interventional medical
specialties.

As reported by the Troubled Company Reporter on May 21, 2009,
Fitch Ratings affirmed the 'BB+' issuer default rating on Boston
Scientific Corp.  Fitch also affirmed Boston Scientific's 'BB+'
ratings on senior unsecured notes and unsecured bank credit
facility.  Fitch also revised the Rating Outlook to Positive from
Stable.

According to the TCR on March 27, 2009, Standard & Poor's Ratings
Services said that it affirmed its 'BB+' ratings on Natick,
Massachussetts-based Boston Scientific Corp., and revised the
outlook to positive from negative.  These actions reflect the
Company's ongoing debt paydown over the past several years,
maintenance of its leading market share in the drug eluting stent
market in the face of increasing competition, and prospects for
(at minimum) modest growth in cardiac rhythm management devices,
given recent new product launches.

The TCR reported on March 12, 2009, that Moody's revised Boston
Scientific Corporation's rating outlook to stable from negative
and changed its Speculative Grade Liquidity Rating to SGL-2 from
SGL-3.  At the same time, the Company's Corporate Family Rating
was affirmed at Ba1.  In addition, its senior unsecured note and
senior shelf ratings were upgraded to Ba1 from Ba2 in accordance
with Moody's Loss Given Default methodology because of changes to
the Company's capital structure.


BRITTANY PLACE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Brittany Place Apartments, LLC
        708 N. Country Club Drive
        Mesa, AZ 85201

Bankruptcy Case No.: 09-14380

Chapter 11 Petition Date: June 25, 2009

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

Debtor's Counsel: David WM Engelman, Esq.
                  Engelman Berger, P.C.
                  3636 N. Central Ave., #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: dwe@engelmanberger.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 Michael A. Baine, manager of the
Company.


BRUNO'S SUPERMARKETS: Files Liquidating Plan; June 19 Hearing Set
-----------------------------------------------------------------
Bruno's Supermarkets, LLC, has filed with the U.S. Bankruptcy
Court for the Northern District of Alabama a disclosure statement
with respect to its plan of liquidation dated June 19, 2009.

The hearing to consider the "adequacy" of the disclosure statement
for Debtor's plan of liquidation dated June 19, 2009, pursuant to
Section 1125 of the Bankruptcy Code, is set for August 6, at 1:30
p.m.

                            Plan Terms

The Plan is a liquidating plan.  Upon the Plan's effective date,
substantially all of the Debtor's assets would have been sold to
Southern Family Markets, LLC.  The Plan provides for the
liquidation of the Debtor's remaining assets and the distribution
of the net proceeds by a Liquidating Trustee to the Debtor's
creditors.  The Plan further provides for the termination of all
interests in the Debtors and the dissolution and wind up of the
affairs of the Debtor.

The Liquidating Trustee will distribute the net proceeds as
follows: (a) first to pay the reasonable costs and expenses of the
Liquidating Trustee and his professionals; and (b) second Pro Rata
to the holders of allowed claims on the terms and conditions, and
in the priority, set forth in the Plan.

                  Classification of Claims

The Plan places the various claims against and interests in the
Debtor into 4 separate classes and provides for the treatment of
each class.

  Class 1 -- Secured Claims
  Class 2 -- Convenience Class of Unsecured Claims Against Debtor
  Class 3 -- General Unsecured Claims Against Debtor
  Class 4 -- Interests

Under the Plan, each holder of an allowed secured claim under
Class 1, unless said holder agrees to other treatment, will
receive the collateral securing their liens on, or as soon as
reasonably practicable after, the Plan's Effective Date.  Claims
in Class 1 are unimpaired under the Plan.

Each holder of a convenience claim under Class 2 will receive 25%
of its allowed claim amount from available funds, to the extent
funds are available, within 30 days after all allowed
administrative expense claims, allowed priority tax claims,
allowed PACA claims, allowed PASA claims, allowed priority non-tax
claims and allowed Class 1 claims have been paid in full.  Claims
in Class 2 are impaired under the Plan.

Each holder of an allowed general unsecured claim under Class 3
will be paid pro rata from available funds, to the extent funds
are available and until said claims are paid in full, after all
administrative expense claims, allowed priority tax claims,
allowed PACA claims, allowed PASA claims, allowed priority non-tax
claims, allowed Class 1 claims, and allowed Class 2 claims have
been paid in full.  Claims in Class 3 are impaired under the Plan.

Interests in Debtor under Class 4 will be cancelled.  Holders of
Interests in Class 4 are deemed to have rejected the Plan and are
not entitled to vote to accept or reject the Plan.

                     Who are Entitled to Vote

Secured claims under Class 1, being unimpaired, are conclusively
presumed to have accepted the Plan.  Consequently, their votes
will not be solicited.

The Debtor will be soliciting acceptance of the Plan only from
holders of claims in Classes 2 and 3 which are "impaired" under
the Plan and are entitled to accept or reject the Plan.  Because
holders of Interests in Class 4 will not receive any distribution
or other property on account of said Interests, they are deemed to
have rejected the Plan and are not entitled to vote to accept or
reject the Plan.

                             Cramdown

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

A full-text copy of the disclosure statement explaining the
Debtors' plan of liquidation dated June 19, 2009, is available at:

             http://bankrupt.com/misc/bruno'sDS.pdf

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in 1933,
Bruno's has operated as an independent company since 2007 after
undergoing several transitions and changes in ownership starting
in 1995.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.


BUILDING MATERIALS: July 1 Final Hearing on $80 Million DIP Loan
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on July 1, 2009, to consider
approval of Building Materials Holding Corp. and its affiliates'
request to obtain $80 million in debtor-in-possession financing
from Wells Fargo Bank, National Association.

As reported by the Troubled Company Reporter on June 18, 2009, the
Court authorized $40 million to be immediately available to the
Company on an interim basis, with the full $80 million accessible
upon final Court approval.  The Company expects the new financing
to provide ample liquidity to meet its ongoing obligations to
employees, customers and suppliers during the reorganization
process.

The Debtors' secured debt consist of (i) a secured revolver with a
balance of $20,000,000 plus obligations of $112.5 million under
issued and outstanding letters of credit issued by WFB, (ii)
secured term loan with an outstanding balance of $268.8 million
provided by WFB as agent, (iii) secured swap obligations of
$6.0 million of exposure, (iv) accrued and unpaid interest on the
swap obligations, (e) prepetition payment-in-kind of $6.3 million
on the secured term loan, (f) other obligations for fees and
expenses under prepetition credit agreement, and (g) other secured
indebtedness of $1.1 million.  The Debtors say that a series of
unforeseen events -- including a downturn in the housing market,
and unsuccessful attempts to implement an out-of-court
restructuring -- placed significant strain on their ability to
continue servicing their secured indebtedness and ultimately led
to the filing of their Chapter 11 cases.

The Debtors say they need financing to be able to maintain
operations postpetition.  After soliciting financing proposals
from banks, the Debtors selected an offer of lenders holding a
significant portion of their prepetition secured debt.  The DIP
Facility will be underwritten by WFB.

The DIP financing consists of an $80 million senior secured,
superpriority debtor-in-possession financing revolving credit
facility, including a financing provided pursuant to a $20 million
letter of credit facility.  The DIP facility will mature
January 2, 2010.  The DIP loans will bear interest at Base rate
plus 4.50%.  The Debtors will use proceeds of the DIP facility to
repay $4 million of the amount owing under the prepetition
revolving credit facility.  Claims arising from the DIP facility
will be entitled to superpriority administrative expense claim
status in the Chapter 11 cases.  The DIP Lenders will grant the
Debtors access to $40 million of the financing upon interim
approval of the DIP facility.

The Debtors also seek permission to use their prepetition lenders'
cash collateral.  The Debtors will provide replacement liens,
administrative priority claims, and payment of professional fees
and expenses to the extent of diminution in value of the
collateral.

Peter J. Solomon was retained by the Debtors in evaluating
financing alternatives.

                     About Building Materials

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

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


BUILDING MATERIALS: Taps Garden City Group as Notice Agent
----------------------------------------------------------
Building Materials Holding Corp. and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Garden City Group as claims, noticing,
solicitation, balloting and tabulation agent.

Prepetition, the Debtors engaged in negotiations with significant
holders of their secured indebtedness to develop a way to de-lever
their business.  These negotiations culminated the Debtors' filing
of a proposed Chapter 11 plan.

GCG will assist with, among other things, the solicitation,
balloting and tabulation of votes and the distribution as required
in furtherance of confirmation of the Debtors' plan of
reorganization.

GCG received a $25,000 retainer from the Debtors prepetition.

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

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


BURLINGTON COAT: Fitch Affirms Issuer Default Rating at 'B-'
------------------------------------------------------------
Fitch Ratings has affirmed these ratings on Burlington Coat
Factory Warehouse Corp.:

  -- Issuer Default Rating at 'B-';
  -- $800 million asset-based revolver at 'B+/RR1';
  -- $900 million term loan at 'B/RR3'.

In addition, Fitch has revised its ratings on these to reflect the
new issue rating definitions as of March 2009:

  -- $305 million senior unsecured notes revised to 'CC/RR6' from
     'CCC/RR6';

  -- $99 million senior discount notes revised to 'C/RR6' from
     'CCC-/RR6'.

The company had approximately $1.3 billion of debt outstanding as
of Feb. 28, 2009.  The Rating Outlook has been revised to Stable
from Negative.

The Outlook revision reflects BCF's improving operating
performance, positive free cash flow generation and adequate
liquidity.  The ratings continue to reflect BCF's solid brand
recognition as a discounter of apparel and home products with
significant geographic reach as well as the company's negative
comparable store sales, high leverage and intense competition in
the discounted apparel and home furnishings segments.

BCF is nationally recognized with 433 stores in 44 states and
Puerto Rico and $3.5 billion in revenues in fiscal 2009 that ended
May 30, 2009.  The company's business is highly seasonal with
approximately 50% of revenues occurring from September to January.
BCF's comparable store sales improved to -2.5% in fiscal 2009 from
-5.2% in fiscal 2008 due to the company's value offering, which is
resonating well with customers in the current environment,
supported by ongoing initiatives to improve product assortments,
deliver values that fit within a good, better and best pricing
strategy and create a positive shopping experience.  However, the
continued negative comparable store sales reflect the ongoing
challenging operating environment.  Competition in the discounted
apparel and home furnishings segments remains fierce and highly
fragmented.

BCF's operating performance in the last 12 months ended Feb. 28,
2009 strengthened as a result of improvements in initial markups,
fewer markdowns and cost cutting efforts.  LTM operating EBIT
margin increased 40 basis points to 2.2% compared to 1.8% in
fiscal 2008.  This combined with debt paydown caused LTM leverage,
defined as total adjusted debt/EBITDAR, to decrease to 6.3 times
(x) from 6.9x in fiscal 2008.  LTM interest coverage, defined as
EBITDAR/interest expense plus rent, improved slightly to 1.6x from
1.4x over the same period.  Fitch anticipates comparable store
sales will remain in the negative low single-digit range in the
current operating environment.  This will lead to fiscal 2010
credit metrics to be at similar levels as fiscal 2009.

Fitch expects BCF will have adequate liquidity to meet its near-
term capital and debt service requirements.  The company's
$800 million credit facility, which is used for working capital
purposes, expires in May 2011 and Fitch expects the company will
remain within its covenants.  There is no significant debt
maturity until 2013.  In addition, there are no mandatory
redemption or sinking fund payments on the notes issued by the
company.  However, the company is required to make a payment on
the term loan based on 50% of the available free cash flow
generated at the end of each fiscal year.  BCF generated positive
free cash flow of $72 million and had $27 million of cash and cash
equivalents as well as approximately $428 million of availability
under the revolver as of Feb. 28, 2009.

The Recovery Ratings reflect Fitch's recovery expectations in a
distressed scenario.  Fitch's recovery analysis assumes an
enterprise value of approximately $1 billion in a distressed
scenario.  Applying this value across the capital structure
results in outstanding recovery prospects (91%-100%) for the
asset-based revolver, which resulted in a rating of 'B+/RR1'.  The
asset-based revolver is secured by a pledge of inventory and
accounts receivable.  The term loan is rated 'B/RR3', reflecting
good recovery prospects (51%-70%), and is secured by property.
The unsecured senior notes at the operating company level are
guaranteed by the holding company and its current and future
restricted subsidiaries.

These notes are revised to 'CC/RR6' from 'CCC/RR6', reflecting
poor recovery prospects (0%-10%).  The unsecured senior discount
notes are structurally subordinated at the holding company level.
They are revised to 'C/RR6' from 'CCC-/RR6', reflecting poor
recovery prospects (0%-10%) in a distressed case and are one notch
below the senior notes.


BUTLER SERVICES: Taps RAS Management Chief Restructuring Advisor
----------------------------------------------------------------
Butler Services International, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
authorization to employ RAS Management Advisors LLC as chief
restructuring advisor.

RAS Management will, among other things:

   a) assist the Debtor and their management with their cash
      management and in monitoring expenses, and make suggestions
      as to opportunities for reducing or eliminating expenditures
      that are not necessary;

   b) work with the investment banker selected by the Debtors and
      assist the Debtors in the development of a business plan,
      which plan may be shares by the Debtors, their lenders,
      creditors, partners, investors, and other parties-in-
      interest, in discussions concerning a potential sale of all
      or part of the Debtors' assets or restructuring some or all
      of the Debtors' indebtedness, obligations or liabilities;
      and

   c) advise management regarding the Chapter 11 filing and
      related issues.

The hourly rates and daily rates of RAS Management's personnel
are:

     Professional             Hourly Rate         Daily Rate
     ------------             -----------         ----------
     Richard Sebastiao          $500               $5,000
     Timothy Boates             $450               $4,500
     Robert Tetreault           $300               $3,000
     Clerical                    $30                 --

Pre-bankruptcy, RAS Management received $232,650 as compensation
for services and $13,446 as reimbursement for expenses incurred.

As of Butler Services' petition date, RAS Management held an
advanced retainer of $150,000.

To the best of the Debtors' knowledge, RAS Management is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Butler International

Headquartered in Ft. Lauderdale, Florida, Butler International,
Inc. -- http://www.butler.com/-- provides Engineering and
Technical Outsourcing Services, helping customers worldwide
increase performance and savings.  Butler International's global
services model provides clients with onsite, offsite, or offshore
service delivery options customized appropriately to their unique
objectives.  During its 62-year history of providing services,
Butler International has served many prestigious companies through
its industry groups, which include clients in the
aircraft/aerospace, federal/defense, communications, consumer and
manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Del. Case No. 09-11914).
Charlene D. Davis, Esq., at Bayard, P.A., assists the Company in
its restructuring efforts.  At the time of its filing, the Company
said its assets and debts range $50,000,001 to $100,000,000.


BUTLER SERVICES: U.S. Trustee Appoints 3-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, appointed
three creditors to serve on the official committee of unsecured
creditors in Butler Services International, Inc., and its debtor-
affiliates' Chapter 11 cases:

The Committee members are:

1. Jerry Pittman & Associates
   Attn: Jerry Pittman
   P.O. Box 5367
   Vancleave, MS 39565
   Tel: (228) 826-9255
   Fax: (228) 826-9258

2. Cades Digitech Pvt. Ltd.
   Attn: Dr. Sanjay Mahajan
   39555 Orchard Hill Place, Ste 600
   Novi, MI 48375
   Tel: (248) 374-5016
   Fax: (248) 374-5018

3. Mid-Atlantic Technical Engineering LLC
   Attn: Keith Pauley, president
   3200 Kanawha Turnpike
   P.O. Box 8396
   South Charleston, WV 25303
   Tel: (800) 611-2296, Ext. 889
   Fax: (304) 720-6794

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

                   About Butler International

Headquartered in Ft. Lauderdale, Florida, Butler International,
Inc. -- http://www.butler.com/-- provides Engineering and
Technical Outsourcing Services, helping customers worldwide
increase performance and savings.  Butler International's global
services model provides clients with onsite, offsite, or offshore
service delivery options customized appropriately to their unique
objectives.  During its 62-year history of providing services,
Butler International has served many prestigious companies through
its industry groups, which include clients in the
aircraft/aerospace, federal/defense, communications, consumer and
manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Del. Case No. 09-11914).
Charlene D. Davis, Esq., at Bayard, P.A., assists the Company in
its restructuring efforts.  At the time of its filing, the Company
said its assets and debts range $50,000,001 to $100,000,000.


BUTLER SERVICES: Wants Venturi & Company as Investment Banker
-------------------------------------------------------------
Butler Services International, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
authorization to employ Venturi & Company LLC as investment
banker.

Venturi will, among other things:

   a) provide updated materials regarding the Debtors' assets,
      operations and financial condition to prospective additional
      bidders;

   b) maintain the data room; and

   c) assist in contacting identified and additional prospective
      bidders and in marketing the Debtors' business to maximize
      the likelihood that additional bidders will participate in
      the auction.

The fee structure of Venturi consists of:

   a) a $25,000 monthly advisory fee;

   b) a success fee equal to $525,000

Pre-bankruptcy, Venturi received its $25,000 monthly advisory fee
plus reimbursable expenses.

To the best of the Debtors' knowledge, Venturi is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Butler International

Headquartered in Ft. Lauderdale, Florida, Butler International,
Inc. -- http://www.butler.com/-- provides Engineering and
Technical Outsourcing Services, helping customers worldwide
increase performance and savings.  Butler International's global
services model provides clients with onsite, offsite, or offshore
service delivery options customized appropriately to their unique
objectives.  During its 62-year history of providing services,
Butler International has served many prestigious companies through
its industry groups, which include clients in the
aircraft/aerospace, federal/defense, communications, consumer and
manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Del. Case No. 09-11914).
Charlene D. Davis, Esq., at Bayard, P.A., assists the Company in
its restructuring efforts.  At the time of its filing, the Company
said its assets and debts range $50,000,001 to $100,000,000.


CARAUSTAR INDUSTRIES: Gets Final Approval to $75MM DIP Financing
----------------------------------------------------------------
The Bankruptcy Court for the Northern District of Georgia granted
Caraustar Industries, Inc., final authorization to borrow all
amounts available under its $75 million debtor-in-possession
credit facility from General Electric Capital Corporation,
pursuant to the terms and conditions of the DIP Facility
Agreement, and to use the amounts borrowed under the DIP Facility
to fund working capital and other general corporate needs.

The Court had previously authorized the immediate use of up to $25
million of the $75 million senior secured DIP Facility, the use of
the company's existing cash management systems and substantially
all of its existing bank accounts, and the payment of pre- and
post-petition invoices to trade creditors (general unsecured
claims) in the ordinary course of business.

The DIP facility --- a $75,000,000 senior secured revolving credit
facility -- will mature nine months following closing or upon
confirmation of a Chapter 11 plan.  The DIP Lenders will receive
superpriority claims pursuant to Section 364(c)(1) of the
Bankruptcy Code.

"The Court approval gives Caraustar and its stakeholders
additional financial flexibility to continue to do what we do
best, run safe manufacturing operations and service customers. The
approval of the DIP Facility also supports our efforts to emerge
as a financially stronger company.  We are committed to the long-
term profitability of the company and remain steadfast in
providing our customers with innovative products and excellent
service," stated Michael J. Keough, president and chief executive
officer of Caraustar.

GE Capital is represented by:

     Jesse H. Austin, III, Esq.
     Susan M. Brake, Esq.
     Paul, Hastings, Janofsky & Walker LLP
     600 Peachtree Street, N.E., Suite 2400
     Atlanta, Georgia 30308

                    About Caraustar Industries

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

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009 and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the company's debt
obligations by roughly $135 million.

The company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and $100
million to $500 million in debts.

The U.S. Trustee for Region 21 will convene a meeting of creditors
in Caraustar's cases on June 29, 2009, at 2:00 p.m.  The meeting
will be held at Russell Federal Building - Plaza P78A, 75 Spring
Street, SW, Atlanta, Georgia.


CARAUSTAR INDUSTRIES: Schedules Filing Extended Until August 14
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended until August 14, 2009, Caraustar Industries Inc. and its
debtor-affiliates' time to file their schedules and statements of
financial affairs.

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

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


CARAUSTAR INDUSTRIES: Taps Administar Services as Claims Agent
--------------------------------------------------------------
Caraustar Industries Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Administar Services Group LLC as claims,
noticing, and balloting agent.

Administar will:

   a) serve as the Debtors' noticing agent to mail certain notices
      to certain of the estates' creditors and other parties in
      interest;

   b) provide computerized claims, objection, schedule,
      preparation, and balloting database services; and

   c) provide expertise and consultation and assistance in claim
      and ballot processing and with the dissemination of other
      administrative information related to the Debtors' Chapter
      11 cases.

Jeffrey L. Pirrung, Administar's vice president for consulting,
tells the Court that the hourly rates of the firm's personnel are:

     President/Senior Vice President        $215 to $225
     Vice President/Executive Consultant    $135 to $225
     Bankruptcy Consultant/Senior
       Bankruptcy Consultant                 $95 to $135
     Bankruptcy Analyst/Senior
       Bankruptcy Analyst                    $75 to $95
     Administrative/Operations/
       Call Center Attendant                 $35 to $55

Mr. Pirrung adds that prior to the petition date, Administar
received a deposit of $25,000.

Mr. Pirrung assures the Court that Administar is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Caraustar Industries, Inc.

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

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


CASELLA WASTE: S&P Affirms Corporate Credit Rating at 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Casella Waste Systems Inc. and removed
all ratings from CreditWatch with negative implications, where
they were placed on May 15, 2009.  The outlook is negative.

At the same time, S&P assigned issue-level ratings and recovery
ratings to the proposed $180 million first-lien revolving credit
facility due December 2012, $100 million first-lien term loan B
due March 2014, and $205 million second-lien notes due July 2014.
The issue rating on the proposed first-lien facilities is 'BB'
(two notches above the corporate credit rating) with a recovery
rating of '1', indicating the expectation of very high recovery
(90%-100%) in the event of a payment default.  The issue rating on
the proposed second-lien notes is 'B+' (same as the corporate
credit rating) with a recovery rating of '4', indicating the
expectation of average (30%-50%) recovery in the event of a
payment default.  The ratings on the first-lien and second-lien
debt are based on preliminary terms and conditions.

The issue-level rating on the company's existing 9.75% senior
subordinated notes due February 2013 remains 'B-' and the recovery
rating remains '6', indicating negligible recovery (0%-10%) in the
even of a default.  In the event the subordinated notes are not
refinanced on or prior to October 2012, all amounts outstanding on
the proposed term loan B will accelerate and become due in
December 2012.

"The removal of the CreditWatch listing follows Casella's recent
announcement that it is in the process of refinancing its existing
credit facilities.  The newly issued debt will extend near-term
maturities and feature a new set of financial covenants, thereby
alleviating S&P's previous concerns around maturing debt and
potential covenant violations," said Standard & Poor's credit
analyst Ket Gondha.

The negative outlook reflects S&P's concerns that a weakness in
earnings or a delay in operational improvements could pressure the
highly leveraged financial profile and diminish the modest
cushions under the newly-proposed financial covenants.


CENTERSTONE DIAMONDS: Wants Schedules Filing Extended Until July 6
------------------------------------------------------------------
Centerstone Diamonds, Inc., and Michael Beaudry, Inc., ask the
U.S. Bankruptcy Court for the Central District of California to
extend until July 6, 2009, their time to filed their schedules of
assets and liabilities and statements of financial affairs.

Headquartered in Los Angeles, California, Centerstone Diamonds,
Inc., sells jewelry, watches, precious stones, and precious
metals.  The Company and Michael Beaudry, Inc. filed for Chapter
11 on  June 4, 2009 (Bankr. C. D. Calif. Case No. 09-23944 and 09-
23945).  Michael S. Kogan, Esq., at Ervin Cohen & Jessup LLP,
represents the Debtors in their restructuring efforts.
Centerstone said at the time of the filing it has assets and debts
both ranging from $10 million to $50 million.


CHEMTURA CORP: Biolab Sues to Compel OxyChem to Perform
-------------------------------------------------------
Debtor Bio-Lab, Inc., initiated an adversary proceeding against
Occidental Chemical Corporation on June 6, 2009, seeking a
declaratory judgment that OxyChem is in violation of the automatic
stay by attempting to refuse performance of a contract
postpetition.

In July 2000, Bio-Lab and OxyChem entered into a contract for the
purchase of sodium dichloroisocyanurate 60 for Biolab's use in
its pool and spa chemical blends.  Demand for Chemtura's pool and
spa care products increases on a seasonal basis, with the busiest
seasons during the spring and summer months.  Currently, Chemtura
is heading into the season during which its pool and spa care
products generate the most revenue.  Accordingly, it is crucial
that Chemtura obtain sufficient amount of OxyChem's Dichlor 60 in
order to manufacture its pool and spa care products and to
provide those products to its customers for sale on a timely
basis.

Pursuant to the parties' Contract, OxyChem agreed to supply Bio-
Lab with 100% of Bio-Lab's North American requirements.  The term
of the Contract is from January 1, 2000, through January 31,
2014, continuing thereafter as a rolling one-year evergreen
contract unless terminated by either party effective December 31,
2014, or any December 31 thereafter, upon at least 36 months
prior written notice.

David J. Zott, P.C., at Kirkland & Ellis, in New York, relates
that on or about June 4, 2009, OxyChem informed Bio-Lab that it
would not meet the confirmed deliveries of Dichlor 60, although it
had the ability to do so.  OxyChem said it was electing to fill
other customers' orders for Dichlor 56 prior to filling any of
Bio-Lab's Dichlor 60 orders.  He says OxyChem confirmed to the
Debtors that it could attempt to meet its customers' needs for
Dichlor 56 by purchasing it from other suppliers, but that it
would reduce its overall profits on those contracts.

OxyChem decided instead to breach its firm order commitments to
the Debtors, knowing it would cause incalculable harm to the
Debtors' business, Mr. Zott tells the Court.  In order to fill
other orders first, OxyChem shut down production of Dichlor 60.
Initially, OxyChem stated that it would not resume production of
Dichlor 60 until June 19, 2009.  OxyChem later stated that it
might be able to begin production on June 8 or 9, 2009.  As of
June 5, 2009, OxyChem is behind on delivery of 336,600 pounds of
Dichlor 60 to Bio-Lab, according to Mr. Zott.

                           TRO Sought

In a separate filing, Biolab also seeks a temporary restraining
order and preliminary and permanent injunction to enjoin OxyChem
from refusing to perform under the Contract.  Biolab also seeks
award for damages on account of OxyChem's breach and for specific
performance of the Contract.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Wants to Enjoin Diacetyl-Related Suits
-----------------------------------------------------
In an adversary complaint dated June 17, 2009, Chemtura
Corporation sought to enjoin various individuals from prosecuting
pending diacetyl-related actions and commencing new actions or
proceedings asserting any diacetyl-related claims against non-
debtor affiliate Chemtura Canada Corporation and third party
Citrus & Allied Essences, Ltd:

  - Karen Smith,
  - William Smith,
  - Phoebe Williams,
  - Louis Watson,
  - Doris Stubbs,
  - Don Stephens,
  - Doris Pate,
  - Gerardo Solis,
  - Norma Batteese,
  - Lola Couser,
  - Dennis Patton,
  - Debra Robinson,
  - Robert Riley,
  - Bernard Couser,
  - Dawn Riley,
  - Charles Campbell,
  - Natoma Campbell,
  - Emmett D. Cooper,
  - Paul Dunbar,
  - Josephine Dunbar,
  - Elizabeth Fults,
  - Nancy Dudley,
  - Jill Roth,
  - Karen Geile,
  - Georgia Hawthorne,
  - Carolyn Kiefer,
  - Sara Lane,
  - Reschane Thitakom,
  - Marjorie Turnbough,
  - Mary Whiteside,
  - Francisco Herrera,
  - Mark L. Millar,
  - Donna F. Millar,
  - Donald Powell,
  - Kelly Powell,
  - Irma Rose Ortiz,
  - Victor Mancilla,
  - Oscar Zettina Pech,
  - Maria Zettina,
  - Ricardo Corona,
  - Richard Smead,
  - Kathy Smead,
  - Pamela Wibbenmeyer,
  - Lauren Elder,
  - Citrus & Allied Essences, Ltd.,
  - Ungerer & Co., and
  - John Does 1-1000.

Citrus, a flavoring distributor and manufacturer, requested
Chemtura Canada to manufacture diacetyl, a butter flavoring
ingredient widely used in the food industry between 1982 and
2005.  From 1982 to 1998, Chemtura Canada sold diacetyl directly
to Citrus.  By 1998, Chemtura Corp. purchased from Chemtura
Canada and sold to Citrus, but never took possession or control
of the, diacetyl.  Chemtura Corp.'s involvement was primarily for
invoicing purposes.

David J. Zott, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the Defendants have brought diacetyl-
related liability actions, alleging that they sustained personal
injury, including respiratory illnesses, from their exposure to
diacetyl during the course of their employment at food
manufacturing facilities which used diacetyl.

About 14 diacetyl-related cases are pending against Chemtura
Corp. and Chemtura Canada.  They either are (i) "direct claims"
against Chemtura Corp. or Chemtura Canada, as well as other
companies involved in the manufacture, distribution, sale or use
of diacetyl, for injury arising from exposure to diacetyl; or
(ii) "indirect claims" against Chemtura Corp. or Chemtura Canada
brought by Citrus seeking indemnification or contribution.

A chart summarizing the pending cases is available for free at:

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

The Diacetyl-Related Direct Claims turn on identical legal
theories, factual allegations, and defenses, including (i)
whether diacetyl was the proximate cause of the alleged injury;
(ii) whether the diacetyl was defective as manufactured; (iii)
whether Chemtura Corp., Chemtura Canada and Citrus had a duty to
test diacetyl before selling it; (iii) whether the Diacetyl
Claimants' experts on product defect, causation, and damages are
qualified or basing their opinions on relevant and reliable
methods and data; and (iv) whether the Diacetyl Claimants were
sophisticated buyers or users of diacetyl, thus relieving Citrus,
Chemtura, and Chemtura Canada of any liability.

The Diacetyl-Related Indirect Claims refer to indemnification or
contribution claims brought by Citrus, alleging that Chemtura
Corp. and Chemtura Canada share in Citrus' liability to the
Diacetyl Claimant's harm caused by exposure to diacetyl.

The Diacetyl Claims "could be among the largest unsecured claims
asserted against Chemtura's estate and thus, may substantially
impede Chemtura's estate and reorganization," Mr. Zott contends.

Mr. Zott notes that with respect to the Diacetyl Litigation, only
the lawsuits of Campbell, Solis and Miller have trial dates while
the rest in the early stages of discovery.  Counsel for Chemtura
anticipates that discovery to be extensive and would necessarily
implicate the time and resources of Chemtura.  He adds that the
prosecution of the Diacetyl Litigation:

  (i) will divide the attention of Chemtura's leaders and
      managers, thus compromising their availability to the
      Debtors and impeding the Debtors' reorganization efforts;

(ii) threatens to deplete assets of the estate;

(iii) will entail discovery that will require significant time
      and resources;

(iv) includes the resolution of diacetyl-related claims against
      Chemtura Canada and Citrus that poses the threat of
      collateral estoppel, stare decisis and evidentiary
      prejudice against Chemtura Corp.; and

  (v) may result to Chemtura Corp. being estopped from denying
      any liability finding against Citrus or Chemtura Canada in
      later litigation.

Against this backdrop, Chemtura Corp. asks Judge Robert Gerber to
rule that until the effective date of a plan of reorganization in
the Debtors' cases:

  (a) the automatic stay is extended to the commencement or
      continuation of Diacetyl Litigation against Chemtura
      Canada and Citrus;

  (b) the commencement or continuation of Diacetyl Litigation
      against Chemtura Canada and Citrus is barred and enjoined;

  (c) Chemtura Corp.'s efforts to remove and transfer the
      Diacetyl Litigation to the Bankruptcy Court are not
      subject to the automatic stay;

  (d) the Diacetyl Claimants are enjoined from seeking discovery
      from the Debtors or Chemtura Canada in the Diacetyl
      Litigation.

                         TRO Sought

In a separate filing, Chemtura Corp. asked the Court for a
temporary restraining order and a preliminary injunction or, in
the alternative, to stay the continued prosecution of the Diacetyl
Litigation and any future diacetyl actions against Chemtura
Canada and Citrus during the pendency of the Debtors' Chapter 11
cases.

The Debtor subsequently filed a memorandum of law in support of
its TRO request.  The Debtor asserts that absent an immediate
extension of the stay, it will be forced to respond to discovery
requests and participate in the defense of both Citrus and
Chemtura Canada at trials beginning this summer to protect itself
from the risk of depleted insurance policies and indemnification
obligations.

Under its memorandum of law, Chemtura Corp. noted the risk of the
possible high dollar value of diacetyl judgments and settlements
and the risk of depleting Chemtura Corp.'s shared insurance.
Chemtura Corp. shares insurance with Chemtura Canada and thus,
any recovery against Chemtura Canada, through judgment or
settlement, will deplete the insurance property of the Debtor'
estate.

In a declaration filed with the Court, Alyssa A. Qualls, Esq., at
Kirkland & Ellis LLP, tells the Court that Chemtura Corp. is
attempting to negotiate a voluntary stay of all proceedings
related to the Debtor.  However, if an agreement is not reached,
the Debtor will need a TRO to prevent imminent irreparable harm,
she maintains.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Withdrew Proposal for Inesa Guaranty Pact
--------------------------------------------------------
Chemtura Corp. and its affiliates withdrew a request seeking
authority to enter into a guarantee agreement with Intesa
Mediofactoring SpA in connection with the obligation of the
Debtors' non-debtor affiliates.

Chemtura Corporation Chief Financial Officer Stephen Forsyth
relates that certain of the Debtors' European subsidiaries
participate in a program to sell certain of their eligible
accounts receivable, otherwise referred to as the European
Accounts Receivable Facility.  The European Subsidiaries sell
their accounts receivables to Intesa Mediofactoring SpA in
exchange for an amount equal to the face value of the receivables.
This arrangement permits the European Subsidiaries to receive
advance payment on account of the sold receivables that have not
been collected.

However, the decline in the Debtors' financial performance
constrained their ability to access liquidity under the European
AR Facility.  Intesa Mediofactoring imposed restrictions in the
European Subsidiaries' ability to sell accounts under the
European AR Facility, according to Mr. Forsyth.  In that light,
the Debtors sought approval to enter into an agreement with Intesa
pursuant to which Chemtura Corp. will guarantee the obligations of
the European Subsidiaries under the AR Facility on
a postpetition basis.

The salient terms of the Postpetition AR Guarantee Agreement were:

  (a) Chemtura Corp. will not dispose of its direct or indirect
      part of all of its ownership interest in the European
      Subsidiaries without having first advised Intesa in
      writing;

  (b) Chemtura Corp. will continue to provide financing and
      managerial support to the European Subsidiaries to allow
      them to meet obligations under the European AR Agreement;
      and

  (c) Chemtura Corp. will unconditionally reimburse Intesa, up
      to a total of EUR70 million on written demand, any and all
      amounts owed for any reason to Intesa by the European
      Subsidiaries pursuant to the terms of the European AR
      Agreement.

                        About Chemtura Corp

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

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

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

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


CHRYSLER LLC: Sec. 341 Meeting Continued to September 21
--------------------------------------------------------
Corinne Ball, Esq., at Jones Day, in New York, disclosed that the
meeting of creditors of Old Carco LLC, f/k/a Chrysler LLC, and its
debtor-affiliates pursuant to Section 341 of the Bankruptcy Code
commenced as scheduled on June 22, 2009, at 1:00 p.m., New York
Time, at the New York Helmsley Hotel.

According to Ms. Ball, the Section 341 Meeting was continued to,
and will be concluded on September 21, 2009, at 1:30 p.m., New
York Time, at the Office of the United States Trustee for Region
2, at 80 Broad Street, 4th Floor, New York, NY 10004.

                        About Chrysler LLC

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

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

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

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


CIRCUIT CITY: Wants Removal Deadline Extended Until October 9
-------------------------------------------------------------
Circuit City Stores, Inc., and its debtor-subsidiaries sought and
obtained an order from the U.S. Bankruptcy Court for the Eastern
District of Virginia extending the period within which they may
remove actions through the later of:

(a) October 6, 2009; or

(b) 30 days after entry of an order terminating the automatic
     stay with respect to any particular action sought to be
     removed.

Section 1452 of the Judiciary and Judicial Procedures Code
provides that a party may remove any claim or cause of action in
a civil action to the district court where that civil action is
pending, if that district court has jurisdiction of that claim or
cause of action.

The Debtors are parties to numerous judicial and administrative
proceedings currently pending in various courts and
administrative agencies.  These Actions involve a variety of
claims, including discrimination, workers' compensation, and
product liability claims.

Because of the number of Actions involved and the variety of
claims, the Debtors require additional time to determine which,
if any, of the Actions should be removed and, if appropriate,
transferred to this district, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, told Judge Gonzalez.

In addition, since the Debtors announced their liquidation on
January 16, 2009, they have been focused on, among other things,
executing on a wind-down plan with the dual goal of winding down
as expeditiously as possible and maximizing value for the benefit
of their estates.  These efforts included closing and vacating
approximately 600 retail stores, distribution, service and call
centers, and corporate headquarters, marketing and selling or
otherwise realizing value from their various assets, and
reconciling and objecting to administrative, priority and
unsecured claims, according to Mr. Foley.

Mr. Foley assures the Court that the Debtors' adversaries will
not be prejudiced by an extension because they may not prosecute
the Actions absent relief from the automatic stay.  Moreover,
nothing in the Motion will prejudice any party to a proceeding
that the Debtors seek to remove from pursuing remand pursuant to
Section 1452(b) of the Judiciary and Judicial Procedures Code.

                    About Circuit City Stores

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

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

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

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

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


CIRCUIT CITY: Seeks to Sell Baltimore Property for $4.6-Mil.
------------------------------------------------------------
Pursuant to Sections 105, 363, 365 and 503 of the Bankruptcy Code
and Rules 2002, 6044 and 6006 of the Federal Rules of Bankruptcy
Procedure, Circuit City Stores, Inc., and its debtor-subsidiaries
ask the U.S. Bankruptcy Court for the Eastern District of Virginia
to (i) authorize Circuit City Stores, Inc., as seller, to enter
into an agreement with VEI Circuit LLC, as purchaser, for the sale
of certain of the Seller's property located at 8823 Pulaski
Highway, in Baltimore County, Maryland, subject to higher or
better proposals; (ii) approve a proposed termination fee; (iii)
approve the sale free and clear of all liens; and (iv) approve the
assumption, assignment and sale of certain leases associated with
the Property free and clear of all Liens.

In addition to operating a retail store on the Property, Circuit
City leases certain portions of the Property to two different
tenants.  Circuit City is party to (1) a lease dated March 23,
1995, with NTW Inc., and (2) lease dated July 13, 1999, with Boat
America Corporation.  The Sale of the Property would be subject
to the Leases, which would be assigned to any purchaser of the
Property, according to Douglas M. Foley, Esq., at McGuireWoods
LLP, in Richmond, Virginia.

In light of the failure to obtain any feasible going concern bids
and the decision to liquidate the Debtors' inventory through
going-out-of-business sales, Circuit City has been left with
various assets, including the Property, for which it has no
remaining use.  Circuit City believes that the Sale of the
Property and the Assignment of the Leases represent its best
opportunity under the circumstances to maximize the value of the
Property and the Leases, and are in the best interests of its
estate and stakeholders.

As a result of marketing efforts, Circuit City received various
proposals to purchase the Property.  Circuit City has determined
that the proposal submitted by VEI was considerably higher or
otherwise better than the alternate proposals received.

On February 19, 2009, Circuit City entered into an initial
contract with VEI for the Sale of the Property.  VEI initially
exercised its option to terminate the Initial Contract before the
expiration of its due diligence period.  Subsequently, Circuit
City and VEI have agreed to reinstate the Initial Contract with
certain amendments and modifications ?- Agreement -- including an
extension of the due diligence period, provision for the Debtor
to obtain an updated environmental assessment of the Property
with the costs to be deducted from any break up fee payable to
the Purchaser, and an adjustment in the purchase price, Mr. Foley
relates.

According to Mr. Foley, the significant terms of the Agreement
include:

  (a) VEI would acquire the Property, consisting solely of
      Circuit City's right, title and interest in and to the
      Property comprising approximately 7.389 acres, together
      with (1) all rights and appurtenances pertaining to the
      land, (2) all buildings, structures and other improvements
      on the land, and (3) electrical, mechanical, air
      conditioning and other fixtures attached.

      The Property will not include any lifts or racking located
      in any of the buildings or any personal property,
      inventory, equipment or trade fixtures of the Tenants of
      the Leases.  Circuit City would assign each of the Leases
      to VEI.

  (b) The Property would be sold free and clear of all liens,
      charges, pledges, security interests, conditional sale
      agreements or other title retention agreements, leases,
      mortgages, security interests, options, or other
      encumbrances except for certain permitted encumbrances.

  (c) The Sale would be subject to Court approval and
      competitive bidding pursuant to proposed bidding
      procedures.

  (d) The purchase price to be paid by VEI for the Property
      would be $4,650,000.

  (e) In accordance with the Agreement, VEI has previously
      delivered irrevocable letters of credit payable to Circuit
      City in the amount of $500,000 to an escrow agent.  If the
      Agreement is terminated before the closing of the Sale and
      Assignment because of VEI's breach of the Agreement,
      Circuit City would be entitled to draw upon the Letters of
      Credit as its sole recourse.

  (f) The Agreement could be terminated before closing in these
      circumstances: (1) by Purchaser, if an action is initiated
      to take any material portion of the Property by eminent
      domain proceedings, (2) by Purchaser, in the event of
      damage to the Property exceeding $200,000 occurring during
      the period after the date of the Agreement and before
      Closing, if Seller does not repair the damage, (3) by
      Purchaser, in the event that Seller will fail to
      consummate the transactions contemplated in the Agreement,
      (4) by Seller, in the event that Purchaser will fail to
      comply with the Agreement, and (5) by Seller, in order to
      permit it to accept a higher or better offer for the
      Property pursuant to the Bidding Procedures.

Circuit City has agreed to pay VEI a break-up fee of $20,000,
less costs incurred by the Seller to obtain the environmental
site assessment if, and only if, VEI is not in breach of or in
default under the Agreement, and Circuit City consummates the
Sale of the Property with a higher or otherwise better bidder
following an auction and approval by the Court.

VEI is unwilling to keep open its offer to purchase the Property
under the terms of the Agreement unless the Court authorizes
payment of the Termination Fee, Mr. Foley notes.  He assures the
Court that payment of the Termination Fee will not diminish the
Seller's estate.

If Circuit City receives any qualified bids, an auction will be
conducted.  Circuit City, in consultation with its advisors,
would determine the highest or otherwise best bid at the
conclusion of any Auction.  To be a qualified bidder, any person
or entity submitting the bid would be required to submit an offer
that includes:

  (a) an executed copy of the Agreement marked to show the
      amendments and modifications to the Agreement that the
      Qualified Bidder proposes.  The purchase price must be at
      least $4,700,000;

  (b) a statement that the bid will not be conditioned on the
      outcome of unperformed due diligence by the bidder or any
      financing contingency; and

  (c) a good faith deposit equal to at least $500,000 in cash or
      in the form of a letter of credit.

If no Qualified Bids other than VEI's bid are received, Circuit
City would proceed with the Sale to VEI after the entry of a sale
order.  If Circuit City receives additional Qualified Bids, then
at the Sale Hearing, it would seek approval of the Successful
Bid, as well as the second highest or best Qualified Bid.  A bid
would not be deemed accepted by the Seller unless and until
approved by the Court.

After approval of the Sale to the Successful Bidder, if the
Successful Bidder fails to consummate the sale for specified
reasons, then the Alternate Bid would be deemed to be the
Successful Bid, and Circuit City would be permitted to effectuate
a sale to the Alternate Bidder without further Court order.

A full-text copy of the Agreement is available at no charge at:

   http://bankrupt.com/misc/CC_CC&VEIbaltimoreSaleAgrmnt.pdf

                      West Marine Objects

The July 13, 1999 Lease relates to a portion of the Property.
Pursuant to an Assignment and Assumption of Lease dated February
26, 2003, by and between Boat America Corporation and West Marine
Products, Inc., Boat America, the original tenant under the
Lease, assigned to West Marine all of its right, title and
interest as tenant under the Lease, Mark J. Friedman, Esq., at
DLA Piper LLP, in Baltimore, Maryland, relates.

Also on February 26, 2003, Circuit City signed a Landlord
Consent, in which it consented to the 2003 Assignment.

According to Mr. Friedman, West Marine's limited objection to the
Baltimore Sale Motion relates to two issues -- (1) cure of
Circuit City's defaults under the Lease, as required by Section
365(b)(1) of the Bankruptcy Code and (2) provision of adequate
assurance of future performance under the Lease by the Purchaser
or Alternate Bidder, as required by Section 365(f)(2) of the
Bankruptcy Code.

Pursuant to the July 13, 1999 Lease, West Marine is obligated to
pay certain amounts in addition to the base rent.  If the total
amount paid by West Marine for any year is less than the actual
amount due from it for that year, West Marine must pay the
difference to Circuit City.  Conversely, if the total amount paid
by West Marine for any year is more than the actual amount due
from it for that year, West Marine is entitled to a refund by
credit or payment, Mr. Friedman informs the Court.

To determine whether West Marine is entitled to a Refund, Circuit
City must furnish West Marine with a written statement of the
actual amount of the tenant's proportionate share of taxes and
common area costs.  However, Circuit City has not done so for
2008, Mr. Friedman says.

Because it is required before Circuit City may assume the July
13, 1999 Lease, the Baltimore Sale Motion should be granted and
the Seller authorized to assume the Lease only if it fulfills its
obligations under the Lease with respect to calculating the
amount of the Refund and pays any amount owing to West Marine,
Mr. Friedman tells the Court.8

                    About Circuit City Stores

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

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

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

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

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


CIRCUIT CITY: Gets Court Nod to Sell San Mateo Leases to Merchant
-----------------------------------------------------------------
Circuit City Stores West Coast, Inc., as successor to Edbro
California Realty Company, is party to a ground lease dated
April 30, 1970, with Concar Enterprises, Inc., for the premises
located at 1880 South Grant Street in San Mateo, California.  The
Debtor subleases the Premises to TJ Maxx of CA, LLC, pursuant to a
sublease dated July 31, 1987.

Circuit City Stores, Inc., and its debtor-subsidiaries seek an
order from the U.S. Bankruptcy Court for the Eastern District of
Virginia (i) authorizing them to enter into an agreement in
connection with the sale of the San Mateo Leases, subject to
higher or otherwise better proposals, (ii) approving the proposed
termination fee, and (iii) approving the sale of the Leases free
and clear of all interests.

In light of the failure to obtain any feasible going concern bids
and the decision to liquidate the Debtors' inventory through
going-out-of-business sales, the Debtors have been left with
various assets, including the San Mateo Leases, for which they
have no remaining use.  The San Mateo Leases are among the
Debtors' most valuable real property leases because they generate
a net positive cash flow annually.  The sale of the assets would
result in significant proceeds for the Debtors' estate and
creditors, Douglas M. Foley, Esq., at McGuireWoods LLP, in
Richmond, Virginia, says.

The Debtors and their real estate advisor, DJM Realty, LLC, have
been marketing the San Mateo Leases, and have received various
proposals to purchase the Leases.  The Debtors determined that
the proposal submitted by Merchant Equity NY, Inc., was the
highest or otherwise best proposal received.

The Agreement provides that Merchant Equity will pay $235,000 to
the Debtors, $35,250 of which has been deposited in escrow and
the balance to be paid upon closing of the Sale.

As adequate assurance of future performance, Merchant Equity has
provided federal tax returns, which have been forwarded to the
Landlord, Concar Enterprises.

The Debtors have agreed to pay Merchant Equity a break-up fee of
$20,000, if and only if (i) the Purchaser is not in breach of or
in default under the Agreement, (ii) the Agreement is not
conditioned on conducting any further, or completing, due
diligence, and (iii) the Debtors consummate the Sale of the San
Mateo Leases with a higher or otherwise better bidder at the
auction.

The Debtors have agreed to pay the Termination Fee in recognition
of Merchant Equity's expenditure of time, energy, and resources
in pursuing the Sale.  Merchant Equity is unwilling to keep open
its offer to purchase the San Mateo Leases under the terms of the
Agreement unless the Court authorizes payment of the Termination
Fee, according to Mr. Foley.  He assures the Court that payment
of the Termination Fee will not diminish the Debtors' estates.

Upon receipt of any alternate proposal that the Debtors deem to
be a qualified bid, the Debtors will provide the Landlord with
adequate assurance information from the party who submits a
Qualified Bid.  If no Qualified Bids other than Merchant Equity's
bid are received, the Debtors would proceed with the Sale to the
Purchaser after entry of Sale order.

A bid would not be deemed accepted by the Debtors unless and
until approved by the Court.

The Debtors believe that they are current on their obligations
under the Ground Lease, except with respect to $40,514, which is
the Proposed Cure Amount.

             Objections to Sale of San Mateo Leases

Concar Enterprises, the Landlord, finds the Debtors' Proposed
Cure Amount "grossly insufficient."  Concar Enterprises relates
that the actual cure amount exceeds the stalking horse bid of
$235,000 by more than $200,000.

The cure amount due under the San Mateo Leases, according to
Concar Enterprises' books and records, is $445,446, comprising
$7,113 for November 2008 rent, $7,113 for May 2009 rent, $33,400
for real estate taxes for the period July through November 2008,
$369,586 for parking lot repairs required by the Leases, and
$3,500 for deferred landscaping maintenance and adjustments,
according to Michael D. Mueller, Esq., at Christian & Barton,
LLP, in Richmond, Virginia.

In conjunction with the obligation of the Debtors to cure
defaults upon assumption of the San Mateo Leases, the Debtors
must also compensate Concar Enterprises for any actual pecuniary
loss, including attorneys' fees, resulting from a lease default.
Accordingly, Concar Enterprises is entitled to attorneys' fees
amounting to $24,732, together with any additional attorneys'
fees it incurs subsequent to the filing of its Objection.

A single year's tax return is insufficient to satisfy the
Debtors' burden of adequate assurance of further performance, Mr.
Mueller tells the Court.  He says that the Debtors must provide
the Landlord with information sufficient to assess any proposed
assignee's operating experience and financial capability under
the San Mateo Leases in order to comply with the requirements of
Sections 365(b)(3) and (f)(2) of the Bankruptcy Code.

The Debtors must ensure that all accrued, but unbilled charges,
including year-end adjustments and reconciliations, if any, are
paid in accordance with the terms of the San Mateo Leases, and
that any assignee of the Leases expressly assume all obligations
upon any assignment of the Leases, Mr. Mueller adds.

In a separate filing, T.J. Maxx of CA, LLC, filed its response to
the Sale.  Pursuant to a sublease dated July 31, 2987, TJM
subleases from the Debtors approximately 24,077 square feet of
retail space -- the San Mateo Property -- on the Premises.  The
TJM Sublease, which expires on October 31, 2015, was assigned to
TJM by The TJX Companies, Inc., pursuant to an assignment and
assumption agreement dated January 30, 1998.  TJM currently
operates a retail store adjacent to the San Mateo Circuit City
Store.  Neither the Overlease nor the Sublease have been assumed
or rejected, Lisa Taylor Hudson, Esq., at Sands, Anderson, Marks
& Miller, P.C., in Richmond, Virginia, notes.

Although the San Mateo Leases Sale Motion contemplates the
prospective buyer would acquire both the Overlease and the TJM
Sublease on an "as is" basis, the Sale Motion also states that
the sale would be "free and clear" of other claims, interests,
liens, and encumbrances.  It is unclear and ambiguous as to what
this means, Ms. Hudson points out.

TJM objects to the Sale Motion to the extent the Debtors intend
to sell the Overlease "free and clear" of the TJM Sublease or
TJM's interest as subtenant of the San Mateo Property.

TJM also repeats its demand for adequate protection pursuant to
Section 363(e) of the Bankruptcy Code, insofar as the Debtors
impair or purport to impair TJM's possessory interest in the San
Mateo Property.

TJM expressly reserves the right to elect to remain in possession
of the San Mateo Property, as permitted under Section 365(h) of
the Bankruptcy Code, insofar as the Debtors reject or purport to
reject the TJM Sublease or Overlease.

                         *     *     *

The Court granted the Debtors' San Mateo Leases Sale Motion.  All
objections that have not been withdrawn, waived, or settled, are
overruled on the merits.

The Debtors are authorized to assume the San Mateo Leases and to
assign these to the Assignee, Concar Enterprises.  The Debtors
are also authorized to sell the San Mateo Leases to the Assignee.
The Debtors are further authorized to execute the Sale,
Assumption and Assignment Agreement.

Upon payment of the Purchase Price, the Assignee will succeed to
the entirety of the Debtors' rights and obligations in the San
Mateo Leases due, accruing, arising or attributable to the time
period occurring on or after the effective date of May 13, 2009,
and will have the rights of the tenant.

The Assignee will pay to the Debtors $445,446, less a $145,446
cure amount, and $15,630 Sublease rent received by the Debtor
from the Sublessee attributable to the period subsequent to May
13, 2009, plus rent credit of $573.

The total purchase price amounts to $284,943.

Among other things, all defaults of the Debtors under the San
Mateo Leases through the Effective Date will be deemed cured.  No
other amounts will be owed by the Debtors or their estates with
respect to the San Mateo Leases.

Any and all persons or entities will be forever barred and
estopped from asserting a claim against the Debtors or their
estates that any additional amounts are due or defaults exist
under the Leases.

Any and all persons or entities will be forever barred and
estopped from asserting a claim against the Debtors, their
estates, and, except as provided in the order, the Assignee, that
any additional amounts are due or defaults exist under the San
Mateo Leases that arose or accrued, relate to or are attributable
to the period before the Effective Date.

The Assignee takes the San Mateo Leases "as is" except the Leases
will be free and clear of any interests.  Upon occurrence of the
Effective Date and payment of the Purchase Price, the Assignee
will be entitled to the protections of Section 363(m) of the
Bankruptcy Code.

                    About Circuit City Stores

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

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

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

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

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


CIRCUIT CITY: Seeks Approval of Agreement with Creative Realty
--------------------------------------------------------------
Pursuant to Sections 105, 363, and 365 of the Bankruptcy Code and
Rules 2002, 6004, and 6006 of the Federal Rules of Bankruptcy
Procedure, Circuit City Stores, Inc., and its debtor-subsidiaries
sought and obtained authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to (1) enter into an agreement
with Creative Realty Management LLC for the sale of certain of the
Debtors' leases, subject to higher or otherwise better proposals,
(2) approve the proposed termination fee, and (3) approve the Sale
and assignment of the Leases free and clear of all interests.

Circuit City Stores, Inc., as successor to Service Merchandise
Company, Inc., is party to a ground lease dated September 19,
1986, with Simon Property Group (Illinois) LP, the landlord, as
successor to C.Y.A., Inc., for premises located at 340 West Army
Trail Road, in Bloomingdale, Minnesota.

Circuit City subleases the Premises to Dollar Tree Stores, Inc.,
pursuant to a sublease dated January 2004.

In light of the failure to obtain any feasible going concern bids
and the decision to liquidate the Debtors' inventory through
going-out-of-business sales, the Debtors have been left with
various assets, including the Leases, for which they have no
remaining use.

The Debtors believe that the assumption, assignment, and sale
represents their best opportunity under the circumstances to
maximize the value of the Leases.  The Sale is in the best
interests of the Debtors' estates and stakeholders, according to
Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia.

The Debtors received various proposals to purchase the Leases,
and have determined that the proposal submitted by Creative
Realty was the highest or otherwise best proposal of those
received.

According to Mr. Foley, the Agreement provides, among other
things, that:

  (a) Creative Realty will pay $175,000 to the Debtors, $26,250
      of which has been deposited in escrow, and the balance to
      be paid upon closing of the Sale.

  (b) As adequate assurance of future performance, Creative
      Realty has provided federal tax returns for the years 2007
      and 2008, which have been forwarded to the Landlord.

  (c) The Debtors have agreed to pay Creative Realty a break-up
      fee of $40,000 if, and only if, (1) the Purchaser is not
      in breach of or default under the Agreement, (2) the
      Agreement is not conditioned on conducting any further, or
      completing, due diligence, and (3) the Debtors consummate
      the Sale of the Leases with a higher or otherwise better
      bidder at the auction.

      The Purchaser is unwilling to keep open its offer to
      purchase the Leases under the terms of the Agreement
      unless the Court authorizes payment of the Termination
      Fee.

Simon Property Group, Inc., and its related entities as Landlord,
filed an objection asserting that $170,047 is the amount required
to cure the Leases.  Simon also objected to the omission within
the Agreement of any language obligating the prevailing bidder to
take the Leases subject to charges accrued as of June 2, 2009,
but not yet billed.  Simon said it does not object to the Leases
being assumed and assigned to Creative Realty, but disagrees with
the proposed cure amount.

Pursuant to the Court's order, the consummation of the
transactions with respect to the Leases and the Agreement will be
effective as of June 9, 2009.

Upon the occurrence of the Effective Date, subject to the
provisions of the Order, Creative Realty will succeed to the
entirety of the Debtors' rights and obligations in the Leases
due, accruing, arising, or attributable to the time period
occurring on or after the Effective Date and will have the rights
of the tenant.

The Debtors will pay to the Landlord the $147,969 "Undisputed
Cure Amount" for the Leases.

The Debtors will deposit into an escrow account with a third
party agent an amount for the "Disputed Cure Amount," which will
be held in escrow until the earlier of (i) the date the Debtors
and the Landlord agree in writing or (ii) a final non-appealable
order is entered by the Court.

For the avoidance of doubt, if the Disputed Cure Amount is $0,
the Debtors will have no obligation to establish an escrow.  The
Debtors and the Landlord will undertake good faith negotiations
to resolve disagreements regarding the Disputed Cure Amount.

Upon entry of the Order, (i) all defaults under the Leases
through the Effective Date will be deemed cured, (ii) no other
amounts will be owed by the Debtors or their estates with respect
to the Leases, provided that this is without prejudice to the
Landlord filing a timely administrative expense request for
accrued but unbilled 2009 real property taxes or common area
maintenance charges that may be due under the Leases, pro rated
through the period before the Effective Date, and (iii) no
amounts will be owed by Creative Realty with respect to the
Leases for obligations relating or attributable to the period
before the Effective date.

Except as specifically noted in the Order, any and all persons or
entities will be forever barred and estopped from asserting a
claim against the Debtors or their estates that any additional
amounts are due or defaults exist under the Leases.

Creative Realty takes the Leases "as is."

All objections with regard to the Motion as it pertains to the
Leases that have not been withdrawn, waived, or settled, are
overruled on the merits.

A full-text copy of the Order, including the Agreement and other
exhibits, is available at no charge at:

http://bankrupt.com/misc/CC_OrdSaleLease_CreativeRealty061009.pdf

     Debtors' Urge Court to Hold Creative Realty in Contempt
               and to Stay June 10, 2009 Order

Pursuant to Section 105 of the Bankruptcy Code and Rules 9020 and
9024 of the Federal Rules of Bankruptcy Procedure, the Debtors
seek a Court order (i) finding Creative Realty in civil contempt
and (ii) compelling Creative Realty to comply with the Court's
decision.

Under the Court's June 10, 2009 Assignment Order, Creative Realty
was obligated to pay the Debtors $175,000 in immediately
available funds.  In turn, the Debtors were obligated to remit
payment of the Cure Amount.

Notwithstanding the Debtors' repeated communications concerning
closing, Creative Realty alleged that the Debtors had breached
the Agreement, stated it would not close, and refused to wire
$175,000 to the Debtors, Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware,
relates.

The Debtors have attempted in good faith to work with Creative
Realty and the Landlord to resolve any issues, but have been
unsuccessful.  Creative Realty's continued refusal to comply with
the Order constitutes a "blatant disregard of this Court's
order," Mr. Fredericks asserts.

To cease this unlawful act, to deter future violations, and to
compensate the Debtors for the harm caused, the Debtors request
the Court to compel Creative Realty to comply with the Order,
holding it in civil contempt, and impose appropriate sanctions.

In the event the Court is not inclined to compel Creative Realty
to comply with the Order, the Debtors request that the Court
vacate the Order, which will have the effect of deeming the
Leases rejected as of June 8, 2009.

In a separate filing, pursuant to Section 105(a) of the
Bankruptcy Code, Rules 7062 and 9014 of the Federal Rules of
Bankruptcy Procedure, and Rule 62(b) of the Federal Rules of
Civil Procedure, the Debtors ask the Court to stay the Assignment
Order effective as of June 11, 2009 -- the date on which Creative
Realty first advised the Debtors that it would not comply with
the Order -- pending disposition of the Contempt Motion and to
avoid immediate potential irreparable harm to the Debtors and
their estates.

The Debtors also sought and obtained a Court order to expedite
the hearing on their Contempt Motion and the Stay Motion.

Creative Realty filed an objection to the expedition of the
hearing on the Contempt Motion, stating that "there is no
emergency which necessitates an expedited hearing. . ."

The Debtors' sole bases for the emergency nature of the Contempt
Motion is alleged diversion of time and resources of their
professionals and the requirement that the Debtors pay a cure
amount under a previous order.  Neither assertion is sufficient
to create a true need for an emergency hearing, which deprives
Creative Realty of sufficient time to prepare its response and
permit its witnesses to attend the hearing, Christopher L.
Perkins, Esq., at LeClairRyan, A Professional Corporation, in
Richmond, Virginia, says.

If the Stay Motion is granted -- and Creative Realty supports it
-- there will be no need for an emergency hearing on the Contempt
Motion as it will alleviate the Debtors from the requirement to
provide the cure amount, Mr. Perkins notes.

To the extent the Court permits the Debtors to proceed with the
Contempt Motion on an emergency basis, Creative Realty objects on
the grounds that the Assignment Order is not a valid order and
the Debtors are not entitled to the relief requested regarding
contempt and related sanctions.  Indeed, the Contempt Motion is
another effort by the Debtors to "saddle" Creative Realty with an
agreement and order that were hastily prepared and do not reflect
a consensual accord between the parties, Mr. Perkins contends.

Creative Realty submits that vacating the Assignment Order is the
proper result and wholeheartedly supports the Debtors' request in
that regard, Mr. Perkins says.

Creative Realty did not have an opportunity to review, much less
agree, to the terms of the Assignment Order, as entered by the
Court.  Specifically, Creative Realty insisted on specific
landlord estoppel provisions as a term of the assignment.  The
Debtors continually promised but failed to deliver that language,
Mr. Perkins informs the Court.

Creative Realty twice recommended that the Debtors not go forward
with the sale hearing on June 9, 2009.  Even after the June 9,
2009 hearing, the Debtors sent Creative Realty a revised
agreement that did not reflect the Purchaser's intent.  "The
Debtors ignored Creative Realty's repeated requests, choosing
instead to push forward with an order that does not accurately
reflect an agreement between the parties," Mr. Perkins relates.

In a separate filing, Dollar Tree asks the Court to deny the
aspect of the Debtors' Motion seeking relief under Rule 9024 of
the Federal Rule of Bankruptcy Procedure and Rule 60(b) of the
Federal Rules of Civil Procedure from the Assignment Order.

Dollar Tree relates that it informed the Debtors that it had no
objection to the sale and assignment, but that it required
certain changes to the form of the sublessee estoppel and the
form of the order.  Dollar Tree and the Debtors consensually
resolved their differences with minor modification to the
Sublessee Estoppel and the form of the order, none of which
adversely affected Creative Realty or Simon.

Dollar Tree remains in possession of the Premises and, upon
information and belief, the Debtors continue to enjoy the
benefits of Dollar Tree's subtenancy.

Pursuant to the Sublessee Estoppel and the Assignment Order,
Dollar Tree was assured that it was not in default under the
Sublease and that the Sublease was in full force and effect.
Dollar Tree has relied on the Debtors' affirmations and the
Court's findings in the Assignment Order.

On June 11, 2009, Dollar Tree was informed that Creative Realty
was unwilling to comply with the Assignment Order.  Subsequently,
Dollar Tree and the Debtors remained in contact regarding the
status of the negotiations between the Debtors and Creative
Realty.

The Debtors' request to vacate the Assignment Order should not be
granted because there is no basis to do so, says W. Alexander
Burnett, Esq., at Williams Mullen, in Richmond, Virginia.  The
Debtors' analysis under Rule 60(b) is entirely lacking of the
factual elements necessary to grant the relief requested, he
said.

The Debtors argue that since Creative Realty has not paid the
Purchase Price, there will be no harm to undoing the Sale.
However, the Debtors ignore that they assumed the Leases, that
the sale and assignment became effective June 9, 2009, that
Creative Realty and Dollar Tree are now in privity, and that if
the Assignment Order is vacated, Dollar Tree's tenancy will be
harmed, Mr. Burnett points out.

In addition, any breach of the Assignment Order by Creative
Realty may be a breach of the privity.  Dollar Tree has upwards
of 50 years of lease control at issue here, he says.  If the
breach continues and the Closing does not happen, Dollar Tree
will have a significant claim for damages to its leasehold rights
-- a claim, which it is prepared to fully prosecute if necessary,
Mr. Burnett tells the Court.

He adds that if the Court vacates the Assignment Order, not only
will Dollar Tree not have a postpetition claim against the
Debtors, it may not have a claim against Creative Realty as well.

Dollar Tree asks the Court to honor the integrity of the sale
process and the sanctity of the Assignment Order.  If the Debtors
cannot perform as expected because of the actions of Creative
Realty, then they have remedies that they can seek against
Creative Realty.  However, these remedies do not include vacating
the Assignment Order, Mr. Burnett asserts.

Even if the Debtors are able to get past the strict limitation on
review of sale orders approved pursuant to Section 363 of the
Bankruptcy Code, they would not be able to meet the stringent
requirements of Rule 60(b), Mr. Burnett notes.

The Debtors ignore the prejudice to Dollar Tree.  Moreover, there
are no "exceptional circumstances" that justify relief under Rule
60(b), Mr. Burnett maintains.

If Creative Realty has in fact breached, then the Debtors have a
damages claim equal to at least as much as the Purchaser was
required to pay pursuant to the Assignment Order.  Therefore, any
harm to the Debtors or the estate warranting extraordinary relief
under Rule 60(b)(6) is speculative at this stage of the
proceedings, according to Mr. Burnett.

                    About Circuit City Stores

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

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

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

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

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


CIRCUIT CITY: Shores' $8.2MM is Winning Bidder for Ardmore Land
---------------------------------------------------------------
Circuit City Stores Inc. advised the U.S. Bankruptcy Court for the
Eastern District of Virginia that, after an auction held on May
11, and after consultation with the Official Committee of
Unsecured Creditors, they have determined in the exercise of their
business judgment that Shores Oilfield Equipment Company,
Inc., submitted the highest and best offer at $8,200,000, for real
property located at 1901 Cooper Drive, in Ardmore, Oklahoma.

General Mills Operations, LLC, submitted the second highest and
best bid for the Property at $8,100,000.

Circuit City contemplated on selling the Property to Shores for
$6,000,000 subject to higher or otherwise better proposals at an
auction.

The Court approved the Shores Oilfield Agreement and its terms and
conditions.

A copy of the Ardmore Sale Order, including the Successful
Bidder's Agreement and other exhibits, is available at no charge
at http://bankrupt.com/misc/CC_OrdSaleArdmoreOklahomaProp&Ex.pdf

Any and all objections to the Motion not waived, withdrawn,
settled, adjourned or otherwise resolved are overruled on the
merits and denied with prejudice.

The Successful Bidder's Agreement and any related agreements,
documents, or other instruments may be modified, amended, or
supplemented by the parties without further Court order, provided
that any modification, amendment, or supplement is disclosed to
the Creditors Committee and does not have a material adverse
effect on the Seller's estate, in the good faith business
judgment of the Seller.

Upon consummation of the Successful Bidder's Agreement, the
Seller's right, title and interest in the Property will be
transferred to Shores Oilfield free and clear of all Liens except
the Permitted Encumbrances, with all Liens to attach to the cash
proceeds of the Sale in the order of their priority, with the
same validity, force, and effect, which they had as against the
Property immediately before the transfer, subject to any claims
and defenses the Seller may possess.

If Shores Oilfield fails to close on the purchase of the Property
in accordance with the terms of its Agreement due to no fault of,
and Seller is not in default of its obligations under the
Agreement, then Seller's counsel will file with the Court and
serve upon the Successful Bidder, the Alternate Bidder and their
counsel, a notice of the default, which will include a copy of
the Alternate Bidder's agreement upon which the Seller will then
close.

In which case, the (i) Seller will be deemed authorized to close
on the sale of the Property with the Alternate Bidder on 10 days'
advance written notice to the Alternate Bidder, and (ii)
Alternate Bidder will be afforded all of the protections
originally afforded to the Successful Bidder under the Ardmore
Sale Order and the Court's findings as to adequacy and fairness
of consideration paid and good faith will be deemed to apply to
the Alternate Bidder, its Alternate Bid, and its purchase and
sale agreement with the Seller, without the necessity of further
Court order.

All deposits submitted to the Seller for the Property will be
returned to the bidder that submitted it after the closing of the
sale with the Successful Bidder, or Alternate Bidder, as
applicable, except in the case of a bidder who closed on the sale
of the Property or who was required to close in accordance with
the terms of the Ardmore Sale Order, but failed to do so in
breach of its contractual obligations through no fault of the
Seller.

                    About Circuit City Stores

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

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

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

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

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


CITADEL BROADCASTING: Moody's Cuts Corp. Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded Citadel Broadcasting
Corporation's Corporate Family Rating to Caa3 from Caa2 and
Probability of Default Rating o Ca from Caa3.  In addition,
Moody's downgraded Citadel's senior secured credit facility to
Caa3 from Caa2.  The rating outlook is stable.

The downgrades of Citadel's ratings, and in particular its PDR,
incorporate the elevated risk of default following the company's
recent announcement that it engaged Lazard Freres & Co. LLC to
provide financial and advisory services in evaluating financial
options, including a possible restructuring of its capital
structure.  Citadel's Caa3 CFR as compared to its lower Ca PDR,
reflects Moody's expectation of an above average recovery for the
debt.  The rating outlook is stable as all ratings now reflect
Moody's estimate of ultimate recovery levels for creditors upon
emergence from an anticipated near-term restructuring, with the
exception of the PDR which would revert to a "D" rating in the
event of a bankruptcy filing or some other form of wholesale
default on the company's obligations due to a restructuring.

On March 26, 2009, Citadel entered into the fourth amendment and
waiver of its credit agreement dated June 12, 2007.  Among its
provisions, Citadel's total leverage covenant was waived for the
remainder of 2009 and a cumulative minimum monthly EBITDA test was
introduced.  Assuming the company does not refinance or
restructure its debt and given the current economic environment
and Moody's expectations for continuing weak broadcast advertising
through 2009, Moody's believes Citadel will need to seek an
additional amendment and/or waiver in the first quarter of 2010 as
the company will be extremely challenged to meet either the new
stipulation that requires it to have at least $150 million of
available cash on January 15, 2010 or its original total leverage
covenant which returns for the quarter ending March 31, 2010.

Moody's anticipates that Citadel's bank group will continue to
provide amendments and/or waivers as long as the company is able
to generate free cash flow, which Moody's believes is likely in
2009 and 2010, although a pre-emptive restructuring on a larger
scale may occur given ongoing weakness in the capital markets and
bank debt amortization requirements beginning next year which
could be greater than free cash flow generation if ad revenues do
not rebound in time.  In addition, the debt load is increasing due
to the higher interest cost following the latest amendment which
is being added to the debt outstanding at maturity (PIK).

Citadel's debt is almost completely comprised of bank loans and
there is minimal junior capital to absorb any losses in a
bankruptcy or restructuring.

The amendment also requires Citadel to modify the maturity date of
its unrated convertible subordinated notes ($48 million as of
March 31, 2009) to no earlier than September 30, 2014 (after the
bank facility matures) from February 15, 2011.  If the company is
successful with this note exchange, it would likely be deemed as a
limited default distressed exchange.

Moody's has taken these ratings actions:

Issuer: Citadel Broadcasting Corporation

* Corporate Family Rating -- Downgraded to Caa3 from Caa2

* Probability of Default rating -- Downgraded to Ca from Caa3

* Senior Secured Credit Facility -- Downgraded to Caa3 (LGD 3,
  32%) from Caa2 (LGD 3, 31%)

* Speculative Grade Liquidity Rating -- Remains at SGL-4

* Outlook -- Changed to Stable from Negative

Moody's last commented on Citadel on April 14, 2009 when it said
that the company's fourth amendment and waiver of its credit
agreement did not impact the company's ratings or outlook.  The
last rating action on Citadel was on February 13, 2009 when
Moody's downgraded the company's CFR to Caa2 from B3 and PDR to
Caa3 from Caa1.

Citadel Broadcasting Corporation, headquartered in Las Vegas,
Nevada, is a radio broadcaster comprised of 165 FM and 58 AM
stations in more than 50 markets.  For the LTM period ended
March 31, 2009, Citadel generated revenues of $816 million.


CLAIRE'S STORES: Bank Debt Trades at 43% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 56.38 cents-on-the-
dollar during the week ended June 26, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.97 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
S&P's B- rating.

                       About Claire's Stores

Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its 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 40% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
59.58 cents-on-the-dollar during the week ended June 26, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.74
percentage points from the previous week, the Journal relates.
The loan matures January 30, 2016.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's CCC rating.

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.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., by two
notches.  The corporate credit rating was lowered to 'CCC' from
'B-'.  The ratings were removed from CreditWatch, where they were
placed with negative implications on May 4, 2009.

"The ratings downgrade is due to uncertainty around Clear
Channel's ability to meet financial covenants in the second half
of 2009 without completing a debt exchange with senior lenders,"
explained Standard & Poor's credit analyst Michael Altberg.

In March 2009, Moody's Investors Service downgraded Clear Channel
Communications' Corporate Family Rating and Probability-of-Default
Rating to Caa3 from B2.  Moody's also downgraded the Company's
senior secured credit facilities to Caa2 from B1 and all senior
unsecured notes to Ca from Caa1.  In addition, Moody's downgraded
Clear Channel's speculative grade liquidity rating to SGL-4 from
SGL-2.  The ratings downgrade reflects Moody's belief that there
is a high probability that the company will violate its secured
9.5x leverage covenant this year, and that when this occurs, a
debt restructuring will be likely.  The outlook has been revised
to negative.  This rating action concludes the review initiated on
February 6, 2009.


CLEAR CHANNEL: Jon Zellner Leaves Sirius XM to Take Same Role
-------------------------------------------------------------
Sarah McBride at The Wall Street Journal reports that Jon Zellner
has left Sirius XM Radio Inc. as its senior vice president of
music programming to take up the same role at rival Clear Channel
Communications Inc. in July.

WSJ notes that Sirius XM is having trouble holding on to paying
subscribers amid the recession.  According to WSJ, Sirius XM's
subscribers declined to 18.6 million subscribers in the first
quarter 2009, compared to 19 million at the end of 2008.

W. Scott Bailey at San Antonio Business Journal relates that
Mr. Zellner will work with Clear Channel program directors in
major and mid-sized U.S. markets, and will report to Mark
Kopelman, executive vice president of the Company's operations.

Business Journal states that at Sirius XM, Mr. Zellner has
supervised programming for more than 75 channels, and previously
served as XM's executive vice president of programming.

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.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., by two
notches.  The corporate credit rating was lowered to 'CCC' from
'B-'.  The ratings were removed from CreditWatch, where they were
placed with negative implications on May 4, 2009.

"The ratings downgrade is due to uncertainty around Clear
Channel's ability to meet financial covenants in the second half
of 2009 without completing a debt exchange with senior lenders,"
explained Standard & Poor's credit analyst Michael Altberg.

In March 2009, Moody's Investors Service downgraded Clear Channel
Communications' Corporate Family Rating and Probability-of-Default
Rating to Caa3 from B2.  Moody's also downgraded the Company's
senior secured credit facilities to Caa2 from B1 and all senior
unsecured notes to Ca from Caa1.  In addition, Moody's downgraded
Clear Channel's speculative grade liquidity rating to SGL-4 from
SGL-2.  The ratings downgrade reflects Moody's belief that there
is a high probability that the company will violate its secured
9.5x leverage covenant this year, and that when this occurs, a
debt restructuring will be likely.  The outlook has been revised
to negative.  This rating action concludes the review initiated on
February 6, 2009.


CLEAR CHANNEL: Will Have Trouble Paying Debts, Analysts Say
-----------------------------------------------------------
David Hendricks at Mysanantonio.com reports that analysts believe
that Clear Channel Communications will find it hard making
scheduled payments later this year.

According to Mysanantonio.com, Clear Channel has $22 billion in
total debts, and is faced with slumping advertising revenues, a
$428 million first quarter loss, and little prospect for
refinancing its debt.

Mysanantonio.com relates that Clear Channel will have to start
selling stations or go into bankruptcy, where lenders will put
stations up for sale.  Clear Channel's lenders evidently want the
Company to file for bankruptcy so that they can pick up the assets
cheap and sell them, Mysanantonio.com states.  Citing author and
radio industry forecaster Alec Foege, Mysanantonio.com states that
several radio companies like CBS Radio, Citadel Broadcasting Inc.,
and Emmis Communications would bid on Clear Channel radio
stations, especially those in large cities.

Mysanantonio.com quoted Mr. Foege as saying, "The financial moves
by Clear Channel were aimed at enriching the executive team at the
expense of the shareholders.  There's still financial acumen at
the Company, but it doesn't extend to solving its financial
problems in terms of marketing its core product."

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.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., by two
notches.  The corporate credit rating was lowered to 'CCC' from
'B-'.  The ratings were removed from CreditWatch, where they were
placed with negative implications on May 4, 2009.

"The ratings downgrade is due to uncertainty around Clear
Channel's ability to meet financial covenants in the second half
of 2009 without completing a debt exchange with senior lenders,"
explained Standard & Poor's credit analyst Michael Altberg.

In March 2009, Moody's Investors Service downgraded Clear Channel
Communications' Corporate Family Rating and Probability-of-Default
Rating to Caa3 from B2.  Moody's also downgraded the Company's
senior secured credit facilities to Caa2 from B1 and all senior
unsecured notes to Ca from Caa1.  In addition, Moody's downgraded
Clear Channel's speculative grade liquidity rating to SGL-4 from
SGL-2.  The ratings downgrade reflects Moody's belief that there
is a high probability that the company will violate its secured
9.5x leverage covenant this year, and that when this occurs, a
debt restructuring will be likely.  The outlook has been revised
to negative.  This rating action concludes the review initiated on
February 6, 2009.


CLOVERLEAF ENTERPRISES: Proposes Meyers Rodbell as Special Counsel
------------------------------------------------------------------
Cloverleaf Enterprises Inc. asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Meyers, Rodbell &
Rosenbaum P.A. as special counsel.  The firm will represent the
Debtor in certain litigation and administrative proceedings and
provide general business advice.

The firm's customary hourly rates range from $150 to $375 per
hour.

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

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


CLOVERLEAF ENTERPRISES: Seeks Zuckerman Spaeder as Attorney
-----------------------------------------------------------
Cloverleaf Enterprises Inc. asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Zuckerman Spaeder
LLP as is attorneys.

The firm will:

   a) advise the Debtor with respect to its powers and duties as a
      debtor and debtor-in-possession in the continued management
      and operation of its business and affairs;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c) take all necessary action to protect and preserve the
      Debtor's estate, including, with the assistance of Special
      Counsel, the prosecution of actions on its behalf, the
      defense of any actions commenced against the estate,
      negotiations concerning all litigation in which the Debtor
      may be involved and objections to claims filed against the
      estate;

   d) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   e) negotiate and prepare on the Debtor's behalf one or more
      plans of reorganization, a disclosure statement and all
      related agreements and/or documents and take any necessary
      action on behalf of the Debtor to obtain confirmation of
      such plans;

   f) advise the Debtor in connection with any sale of assets;

   g) appear before this Court, any appellate courts, and the U.S.
      Trustee, and protect the interests of the Debtor's estate
      before such courts and the U.S. Trustee; and

   h) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with its Chapter 11 case.

The firm's customary hourly rates range from $325.00 to $1,000.

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

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


COACHMEN INDUSTRIES: Discloses $6MM in Cash; Admits to Tough Times
------------------------------------------------------------------
Richard M. Lavers, President and Chief Executive Officer of
Coachmen Industries, Inc., said the Company situation has roughly
$5 million to $6 million in unrestricted cash.  "Much of our cash
is still tied up in escrow accounts and as collateral for letters
of credit.  With one remaining payment, we have received the
settlement funds from the Crane/Kemlite lawsuit.  We have used
these funds in part to repay a temporary loan of $2.3 million from
one of our directors, and some of the rest to resolve our bonding
issues for the second phase of the Ft. Bliss military construction
project," he said in a shareholder update filed June 19, 2009,
with the Securities and Exchange Commission.

"However, as I said on the April 28 conference call, more capital
is required to fulfill our strategic vision of opening more home
stores, increasing major projects, expanding our footprint, and
developing additional specialty vehicles, as well as for bonding
other military construction projects," Mr. Lavers continued.

Mr. Lavers said their bonding company is still requiring 100% cash
collateral to post bonds.  In that regard, he said Coachmen has
recently been notified that its proposal team has been awarded an
additional large military construction project that should begin
production this year.  "We intend to bond that project.  Naturally
we are in discussions with our bonding company about the balance
sheet metrics they would expect in order to reduce or eliminate
the need for collateral for these bonded projects.  This may
require raising additional capital, which in itself could also
resolve this issue.  As you are certainly aware, the shareholders
narrowly voted down the preferred stock authority that we sought
at the May shareholders meeting, so we are considering other
alternatives for securing that capital," he said.

Mr. Lavers said the first five months of 2009 have been
challenging for the Company.  "We saw a slight improvement in
housing sales in May over April, but without a major project to
buoy us up, business has remained very difficult.  Rightly or
wrongly, we chose not to bid on money losing projects just to
'keep the doors open.'  Surveying the current landscape littered
with bankrupt companies, we think we made the correct choice. We
also continued to curtail costs, and our monthly run rate has been
reduced from the first quarter," he said.

Mr. Lavers said the National Association of Home Builders/Wells
Fargo index of builder confidence fell in May, as builders
continue to report losses as foreclosures mount, worsening the
glut of unsold properties and driving down prices at the same time
that borrowing costs are rising.  "It appears we may be bucking
that trend, however modestly.  I am by no means predicting a
runaway second quarter, but our housing sales marginally improved
May over April -- and after months of precipitous drops, that is
saying a lot.  Our Ft. Bliss modules began shipping in May, and we
also will begin production on several smaller commercial projects
this month.  We did ship over $900,000 in buses in May, which
approximately equaled the entire amount shipped in the prior four
months! We expect that number will increase in June, and we have
just finished fabricating, installing and testing new chassis jigs
to allow us to open a second bus production line at our plant in
Middlebury."

Mr. Lavers also clarified that General Motors' bankruptcy has not
much effect on Coachmen's ARBOC Mobility bus business.  "Over a
month ago, GM did announce the temporary suspension of the cutaway
chassis that we modify for this bus.  The chassis is slated to be
available again in mid-August.  In the meantime, we have enough
chassis in inventory and scheduled for delivery to feed planned
production through mid-August.  This has caused us to delay our
planned ramp-up in production slightly, and is causing some
juggling of chassis among pending orders, but assuming chassis are
available in August as promised by GM, this will prove to be
mostly a temporary inconvenience.

"On the other hand, the recently announced permanent
discontinuance of the medium duty chassis has actually helped us.
This is not the chassis we use, but it is the chassis used by some
of our competitors for their buses.  As a result, we have seen
some orders switch to us, and we expect to see demand for our
ARBOC Mobility product to increase."

Mr. Lavers also clarified the status of the potential contingent
liabilities relating to potential obligations to repurchase RVs.
The RV Group was sold in December.  On June 9, Coachmen completed
the sale of its primary Fitzgerald, Georgia RV complex to Ben Hill
County (GA) Schools.  Prior to Coachmen's exit from the RV
business in December 2008, this complex had been the home of
operations for Coachmen's subsidiary, Coachmen Motor Works of
Georgia, LLC, formerly known as Coachmen Recreational Vehicle
Company of Georgia, LLC.  The closing consideration paid was
approximately $650,000.  The Company has retained a separate
facility in Fitzgerald.

According to Mr. Lavers, management believes that the overall
perception of the contingent liabilities is much worse than their
reality.

"The number many have seized upon is the maximum potential amount
of 'dealer buybacks' under floor-planning arrangements that we
were required to report by accounting rules.  I do not quarrel
with accounting rules, but I must again point out that the maximum
gross potential of these claims is not, never has been, and will
prove not to be close to the actual net liability," he said.

This is for many reasons, he said:

   (1) Under the floor-planning arrangements, dealers are not
       free to simply tender back inventory: the floor planner
       must cease doing all business with the dealership, which
       in most cases has meant the dealership must go out of
       business;

   (2) Coachmen RV's dealer body tended to have a higher
       concentration of low fixed overhead, smaller "Mom and Pop"
       dealerships that are better able to withstand reduced
       revenues than larger, higher overhead operations; fewer
       dealer failures means fewer inventory buybacks;

   (3) The buyback obligations have a fixed contractual life, in
       the largest part 12 months from the date of sale to the
       dealer, some extending to 15 months; and

   (4) Rentals being further limited by maximum mileage; as a
       result, every month that goes by, in fact every day that
       goes by, the maximum total potential obligation shrinks
       significantly;

   (5) The Company retained only the buyback obligations for the
       product which the Company sold prior to the sale of the RV
       Group, not for any of the inventory that was sold to Forest
       River, and subsequently resold under floor-planning
       arrangements in which the Company did not participate;
       those sales do not add to the Company's exposure;

   (6) There are many other factors why the maximum possible is
       never achieved, for example, damaged units, and units sold
       out of trust (by dealers in trouble).  Further, the Company
       cut back production and sales were reduced many months
       before the group was sold, which means the monthly
       reduction in exposure was "front end loaded;" and,

   (7) The maximum is a gross figure, with no allowance for any
       residual value upon resale of the RVs.

Mr. Lavers cited these facts:

    -- The estimated maximum exposure (if all dealers go out of
       business today, all their floor-planned inventory is
       eligible and none of it can be resold for anything) at the
       end of June is just over $29 million; however, management
       believes that it is reasonable to assume that most dealers
       who  survived  the slow winter months will stay in business
       for the spring/summer selling season. Assuming that occurs,
       by the end of September, the maximum exposure is estimated
       to drop to well under $8 million.

    -- The RV industry is starting to show signs of revival. The
       RVIA announced just this past week at the RV Industry
       Association annual meeting in Washington, D.C. that experts
       from the University of Michigan expect a 24% increase in
       shipments in 2010. Some manufacturers are already
       increasing production and shipments, particularly of travel
       trailers.  As retail sales increase, dealers will be
       stronger, and the decline of repurchase obligations will
       accelerate.

    -- Actual floor-planning repossession demands made between
       closing of the transaction and May 29, 2009 totaled only
       $1.5 million.

    -- The total of units the Company actually repurchased as a
       result of floor-plan contracts in 2009 through May 29,
       2009, was $300,000.

                     About Coachmen Industries

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc. is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.

Coachmen temporarily closed a plant in Rutherfordton, North
Carolina early in March.  The Company plans to reopen the facility
when the market recovers and demand is sufficient.  "[T]iming
depends on market conditions," the Company said.


COAST TO COAST METAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Coast to Coast Metal Finishing Corp, A Calif. Corp
        401 S Raymond Ave
        Alhambra, CA 91803

Bankruptcy Case No.: 09-26209

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Dennis Sanchez, Esq.
                  The Law Office of Dennis Sanchez
                  5307 E Beverly Blvd
                  Los Angeles, CA 90022
                  Tel: (323) 725-7714
                  Fax: (323) 725-6313

Total Assets: $1,950,000

Total Debts: $1,036,297

The Company says it does not have unsecured creditors who are non-
insiders when it filed its petition.

The petition was signed by Gilardo Bernal, president of the
Company.


COLETO CREEK: S&P Downgrades Ratings on $735 Mil. Senior Loan
-------------------------------------------------------------
Standard & Poor's Rating Services said it has lowered its issue
rating on Coleto Creek Power L.P.'s $735 million senior secured
first-lien term loan due 2013, its $170 million synthetic letter
of credit facility maturing 2013, and its $60 million working
capital revolving facility maturing 2011 to 'B+' from 'BB-'.  S&P
also revised the recovery rating to '2' from '1', indicating S&P's
expectation that lenders would receive substantial (70% to 90%)
recovery of principal in the event of a payment default. (Coleto
Creek has a $200 million senior secured second-lien term loan due
2013 that S&P does not rate.)

"The rating action follows the project's weak financial
performance over the past couple of years caused by weakened
market conditions, construction delays with its pollution-control
equipment, and other forced outages," said Standard & Poor's
credit analyst Swami Venkataraman.  "Furthermore, given current
merchant market conditions, S&P expects financial performance to
be weaker than S&P originally expected for the next couple of
years as well, which also leads to greater refinancing risk and
lower recovery prospects," he continued.  At the time S&P assigned
the original rating in 2006, S&P expected Coleto's debt burden at
Dec. 31, 2008, to be $1,410 per kilowatt (kW).  That number now
stands at $1,458/kW. In addition, S&P expected leverage at
Dec. 31, 2010, to be $1,171/kW under the sponsor's case.  S&P now
expect that number to be $1,329/kW, or perhaps $1,425/kW under
S&P's merchant price deck.  These ratios support only a 'B+'
rating, including the benefit of recovery expectations.

Coleto Creek is an indirect, wholly owned partnership subsidiary
of International Power PLC (IP; BB-/Stable/--) and owns the 632
megawatt coal-fired Coleto Creek plant in the Electric Reliability
Council of Texas (ERCOT) region.  Debt-service coverage ratio for
2008 was 0.93x, chiefly because of the need to contribute
$24 million for capital expenditures and the major maintenance
reserve for the 2010 turbine rewind.  Coverage in 2009 will
improve because there is no maintenance contribution, and interest
rates are lower.  Exposure to merchant heat rates and gas prices
will increase in 2010, and financial performance will vary
accordingly.

The stable outlook reflects S&P's expectation that the plant will
be able to maintain its historically strong operating profile.
Downside risk still exists if merchant markets continue to
deteriorate or if the project's availability is poorer than
expected or if a stringent carbon legislation is passed.  Upside
potential is currently limited, given the high leverage at the
project and will largely be driven by a merchant market recovery.


COMMERCIAL BARGE: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Commercial Barge
Line Company; probability of default of B2, corporate family
rating of B1, and speculative grade liquidity rating of SGL-2.
Moody's also assigned a rating of B2 to the planned issuance of
$200 million of Second Lien Notes due 2017.  The outlook is
stable.  These are first time ratings being assigned to Commercial
Barge.

Commercial Barge is the sole first tier holding company subsidiary
of American Commercial Lines Inc.  The proceeds of the Notes and a
significant drawing on a contemporaneously arranged new first
slien, asset-based revolving credit due 2013 ("Revolver" not
rated) will fund the refinancing of Commercial Barge's existing
first lien revolving credit facility that matures on March 31,
2011.  The Notes will be guaranteed by ACL and other of its
operating company subsidiaries.

The B2 probability of default rating reflects ACL's favorable
position as the second largest independent inland barge
transportation company and the second largest manufacturer of
Jones Act qualified barges.  The ratings also reflect that demand
for the company's transportation services can be highly cyclical,
which can stress credit metrics during periods of weak demand, as
in the current trough.  Over the near-term, Moody's expects ACL's
metrics to remain in the single B range.  The broad mix of
commodities transported; expectations of increasing manufacturing
margins over time; and expected sizeable free cash flow in
upcoming periods should help sustain ACL's ability to adequately
service its debt obligations.  "Moody's expects ACL's management
to continue to execute its two-pronged strategy focused on
streamlining and making its barge operations more efficient and
improving the profitability of its shipyard," said Moody's Analyst
Jonathan Root.  "Moody's believes ACL's strategy could potentially
strengthen its credit profile beyond the intermediate term.
However, the B2 probability of default rating reflects Moody's
anticipation that the current weak demand pattern and execution
risks could negatively affect the pace and extent to which ACL
achieves its projected financial performance," continued Root.
The B2 PDR also reflects the expectation of an improving liquidity
profile because of the application of free cash flow to reduction
of the Revolver balance.

Moody's used a fundamental approach when estimating family level
loss-given default, rather than the mean family level loss-given
default estimate of 50%.  Moody's believes the important link of
ACL's freight services in the supply and distribution chains of
its customers, its large fleet and its barge manufacturing
capacity should maintain ACL's relevance in the sector.  This
should support an enterprise value in excess of the aggregate of
the obligations modeled in the LGD waterfall.  Based on this
approach, Moody's increased its estimate of the expected family
level recovery rate to 65% from 50%.  This higher estimate of
recovery results in the corporate family rating being notched up
by one notch from the B2 probability of default rating, to B1.

The SGL-2 rating indicates that Moody's expects ACL to maintain
good liquidity. Moody's expects ACL to generate a meaningful level
of free cash flow, which it will apply to reduction of the
revolver balance.  Moody's also expects availability on the new
$350 million asset-based revolving credit (not rated) to remain
above $70 million.

The stable outlook anticipates that cash flow from core barge
operations will remain steady over the near term, notwithstanding
the current, challenging U.S. economic conditions.  The outlook
could be changed to positive if ACL is able to meaningfully
replace cyclical earnings from the grain trade with less cyclical,
higher margin cargoes, such that it sustains a more predictable,
higher level of funds from operations from its barge business.
EBIT to Interest that is sustained above 2.5 times or Retained
cash flow to Net Debt that approaches 20% could lead to a change
in the outlook to positive.  The outlook could be changed to
negative or the ratings downgraded if Funds from operations +
interest to interest approached 2.2 times or Debt to EBITDA was
sustained above 5.2 times.  Although not expected over the near
term, the ratings could also be pressured by a large, primarily
debt-financed acquisition.

Assignments:

Issuer: Commercial Barge Line Company

  -- Probability of Default Rating, Assigned B2

  -- Corporate Family Rating, Assigned B1

  -- Senior Secured Regular Bond/Debenture, Assigned B2, 53 - LGD4

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Commercial Barge Line Company, headquartered in Jeffersonville,
Indiana, is the sole first tier subsidiary holding company of
American Commercial Lines, Inc., also headquartered in
Jeffersonville, Indiana.  ACL is one of the largest integrated
marine transportation and services companies in the United States,
providing barge transportation and related services, and barge,
towboat and other vessel construction.


COMMUNITY BANK: FDIC Named Receiver; Has No Buyer
-------------------------------------------------
Community Bank of West Georgia, Villa Rica, Georgia, was closed
June 26 by the Georgia Department of Banking and Finance, which
appointed the FDIC as receiver.  To protect the depositors, the
Federal Deposit Insurance Corporation will mail checks to insured
depositors for their insured funds on Monday morning, June 29.

Direct deposits from the federal government, such as Social
Security and Veterans' payments, will be transferred to United
Community Bank, Blairsville, Georgia.  Customers will need to
claim their incoming government ACH direct deposits in person at
United Bank's Villa Rica branch.

Customers of Community Bank of West Georgia with brokered deposits
should contact their brokers about the status of their accounts.
The FDIC will provide payment for insured brokered deposits once
brokers provide the FDIC with the necessary documents to identify
customers and permit a determination of their insured deposit.

As of May 15, 2009, Community Bank of West Georgia had total
assets of $199.4 million and total deposits of $182.5 million.  At
the time of closing, the bank had approximately $1.1 million in
deposits that exceeded the insurance limits.  This amount is an
estimate that is likely to change once the FDIC obtains additional
information from these customers.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-866-954-9530 to set up an appointment to
discuss their deposits.  Interested parties can visit the FDIC's
Web site at:

   http://www.fdic.gov/bank/individual/failed/communityga.html

Beginning today, depositors of Community Bank of West Georgia with
more than $250,000 at the bank may visit the FDIC's Web page "Is
My Account Fully Insured?" at:

   https://www2.fdic.gov/drrip/afi/index.asp.

The FDIC estimates the cost of the failure to its Deposit
Insurance Fund to be approximately $85 million.  Community Bank of
West Georgia is the 41st FDIC-insured institution to fail in the
nation this year, and the eighth in Georgia.  The last FDIC-
insured institution to be closed in the state was Southern
Community Bank, Fayetteville, on June 19, 2009.


CONSOLIDATED RESORTS: Closing Fifteen Time-Share Resorts
--------------------------------------------------------
Star-Bulletin reports that Consolidated Resorts Inc. is closing 15
time-share resorts.

According to Star-Bulletin, nine resorts will be closed in Hawaii,
three in Las Vegas, and two in Orlando.

Consolidated Resorts is a vacation ownership company that operates
14 resorts in Hawaii, Las Vegas and Orlando. Its Hawaii resorts
include the Imperial Hawaii in Waikiki and the Kona Islander on
the Big Island and seven Maui resorts: Sands of Kahana Vacation
Club, Kahana Beach Resort, Hono Koa, The Gardens at West Maui,
Kahana Villa Resort, Maui Beach Vacation Club and Maui Banyan
Vacation Club.

Consolidated Resorts filed for bankruptcy on Tuesday, after
Goldman Sachs Group's Whitehall real-estate fund abandoned its
$372 million investment.


CONSPIRACY ENTERTAINMENT: Files Amendment to 2007 Annual Report
---------------------------------------------------------------
Conspiracy Entertainment Holdings, Inc., filed with the Securities
and Exchange Commission Amendment No. 2 on Form 10-K/A to amend
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2007.  The Annual Report was originally filed on
April 15, 2008, and subsequently amended on January 16, 2009.  The
Company filed Amendment No. 2 to revise certain disclosures in
Item 9A(T) regarding the Company's controls and procedures.

A full-text copy of the revised Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3e49

At March 31, 2009, the Company had $3,248,657 in total assets and
$9,789,181 in total liabilities, resulting in $6,540,524 in
stockholders' deficit.  As of March 31, 2009, the Company had an
accumulated deficit of roughly $9,382,108, significant negative
working capital, and is in default on its debt.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern, the Company has said.

As of March 31, 2009, the Company's cash balance was $67,147,
compared to $424,529 at December 31, 2008.  Total current assets
at March 31, 2009, were $401,967, compared to $681,349 at
December 31, 2008.   In its quarterly report for the first quarter
ended March 31, 2009, the Company indicated it currently plans to
use the cash balance and cash generated from operations for
increasing working capital reserves and, along with additional
debt financing, for new product development, securing new
licenses, building up inventory, hiring more sales staff and
funding advertising and marketing.  Management believes that the
current cash on hand and additional cash expected from operations
in fiscal 2009 will be sufficient to cover working capital
requirements for fiscal 2009.  The Company reached this conclusion
by assuming that a major portion -- $2,217,400 -- of its debt is
attributed to convertible notes payable.  The Company said it
expects the debt will be eventually be converted into shares
although there is no assurance that this debt will actually be
converted into.

The Company said it was negotiating with several other parties to
waive portions of its debt, or to pay the debt with the issuance
of company stock.  In addition, based on the schedule of
development for the remainder of this year, the Company said it
anticipates an increase in sales, profitability and cash receipts
in 2009 which will allow the Company to continue to pay down
working capital requirements and help avoid the additional need
for working capital.

On May 21, 2009, the Company entered into a subscription agreement
with certain parties.  The Company issued and sold secured
convertible notes in the aggregate principal amount of $150,000 to
the Subscribers:

                                             Note Principal &
     Subscriber                              Purchase Price
     ----------                              ----------------
     Alpha Capital Anstalt                        $75,000
     Whalehaven Capital Fund Limited              $75,000

Immediately following the closing, there were 51,189,605
outstanding shares of the Company's common stock.

The Notes mature one year from the date of issuance and will
accrue interest at the rate of 15%.  Upon a default in the payment
of any amounts due under the Notes, the interest rate will be
increased to 18%.  Upon the occurrence of an Event of Default, all
principal and interest then remaining unpaid shall be immediately
due and payable.   Events of Default include but are not limited
to (i) the Company's failure to make payments when due, (ii)
breaches by the Company of its representations, warranties and
covenants, and (iii) delisting of the Company's common stock from
the OTC Bulletin Board.

Pursuant to the terms of the Notes, the Subscribers have the
right, so long as the Notes are not fully repaid, to convert the
Notes into shares of the Company's common stock at a conversion
price of $0.01 per share, as may be adjusted.  The Notes contain
anti-dilution provisions, including but not limited to if the
Company issues shares of its common stock at less than the then
existing conversion price, the conversion price of the Notes will
automatically be reduced to such lower price.  The Notes contain
limitations on conversion, including the limitation that the
holder may not convert its Note to the extent that upon conversion
the holder, together with its affiliates, would own in excess of
4.99% of the Company's outstanding shares of common stock (subject
to an increase upon at least 61-days' notice by the Subscriber to
the Company, of up to 9.99%).

The Notes are secured by a security interest in certain assets of
the Company.

              About Conspiracy Entertainment Holdings

Based in Santa Monica, California, Conspiracy Entertainment
Holdings, Inc., develops, publishes and markets interactive
entertainment software.  The Company currently publishes titles
for many popular interactive entertainment hardware platforms,
such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy
Color and Game Boy Advance as well as the next generation hardware
platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo
GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC.


COYOTES HOCKEY: Reinsdorf Bids $148MM for Team to Stay in Glendale
------------------------------------------------------------------
Joe Schneider at Bloomberg News reports that Jerry Reinsdorf,
owner of Major League Baseball's Chicago White Sox and National
Basketball Association's Chicago Bulls, offered to buy the
bankrupt Phoenix Coyotes of the National Hockey League for
$148 million.

Mr. Reinsdorf's bid would challenge one from Jim Balsillie, co-
chief executive officer of Blackberry-maker Research In Motion
Ltd., who has offered $212.5 million on the condition he's allowed
to move the team to Canada.

Mr. Reinsdorf's offer was submitted June 26, the deadline set by
Judge Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona for bidders willing to keep the team, partly
owned by Wayne Gretzky, at its current location in the Phoenix
suburb of Glendale.

No other competing offers were submitted.

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.

As widely reported, 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.


CURRENT RIVER CAPITAL: Case Summary & 16 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Current River Capital LLC
        123 Shorecrest Circle
        Hendersonville, TN 37075

Bankruptcy Case No.: 09-07051

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Tekeni Partners LLC                            09-07052

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Glen C, Watson III, Esq.
                  Law Office of Roy Desha, Jr.
                  1106 18th Ave S
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613
                  Email: bknotice@deshalaw.com

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

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

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

      http://bankrupt.com/misc/tnmb09-07051.pdf

The petition was signed by William Pfaffmann, managing partner of
the Company.


DAVID WEBB: Files for Ch 11 Bankr.; Lists $6.9MM in Debts
---------------------------------------------------------
David Webb Inc. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern District of New York.

Rob Bates at JCK Online reports that David Webb listed
$10.3 million in assets and $6.9 million in liabilites. According
to JCK Online, David Webb's top creditors include:

  -- Frank Mastoloni and Sons, owed about $333,000;
  -- Dov Schwarrz, owed about $165,000;
  -- J Birnbach, owed about $30,000; and
  -- PH Gems, owed about $19,000.

David Webb said in a statement, "the Corporation has encountered
serious financial difficulties in connection with its operations
and is unable to make payment of the necessary debts and expenses
being incurred by it in such operations, and in the opinion of the
directors and officers, it is in the best interest of the
Corporation and its creditors that the corporation reorganize
pursuant to Chapter 11 of the United States Bankruptcy Code."

New York-based David Webb Inc. is a 61-year-old Madison Avenue-
based jeweler owned by the Silberstein Family Partnership.


DELTA AIR: Fitch Downgrades Issuer Default Rating to 'B-'
---------------------------------------------------------
Fitch Ratings has downgraded the debt ratings of Delta Air Lines,
Inc., and its wholly owned subsidiary Northwest Airlines, Inc.:

DAL

  -- Issuer Default Rating to 'B-' from 'B';

  -- First-lien senior secured credit facilities to 'BB-/RR1' from
     'BB/RR1';

  -- Second-lien secured credit facility to 'B-/RR4' from 'B/RR4'.

NWA

  -- IDR to 'B-' from 'B';
  -- Secured bank credit facility to 'BB-/RR1' from 'BB/RR1'.

The ratings apply to $2.4 billion of funded secured debt at DAL
and $904 million of outstanding credit facility borrowings at NWA.
The Rating Outlook is Negative.

The downgrade of DAL's ratings reflects the continued erosion of
the airline's near-term cash flow generation potential that has
resulted from extremely weak business travel demand and large
year-over-year declines in passenger revenue per available seat
mile.

Despite large 2009 cost savings driven by the sharp decline in jet
fuel prices from last summer's peak, Fitch expects DAL to report
another year of substantially negative free cash flow in 2009 as
the airline struggles to adjust capacity to a diminished level of
demand.  While total unrestricted liquidity of more than
$5 billion provides DAL with a bigger margin of safety than most
of its legacy carrier competitors, the steady erosion of cash
balances since last fall threatens DAL's ability to comfortably
meet heavy fixed obligations without improved access to capital.
With scheduled debt maturities of over $5 billion between now and
the end of 2011, DAL's ability to maintain liquidity near current
levels depends upon improved credit market openness and a
stabilization of the industry operating environment in 2010.

The 'B-' IDR reflects DAL's weak near-term margin and cash flow
outlook, the anticipated erosion of cash balances driven by weak
operating results in the second half of 2009, and the carrier's
extremely heavy lease-adjusted debt burden.  Risk of default over
the next year is mitigated by DAL's liquidity and cost advantages
over its more vulnerable rivals  -- UAL, AMR and US Airways (all
with IDRs of 'CCC' by Fitch).  Fitch believes that a bankruptcy
filing by any of those carriers, which could occur as early as the
winter if operating trends fail to stabilize, would quickly result
in further capacity rationalization and a stabilization of RASM
trends for better-positioned carriers like DAL.

Steady progress toward complete integration of NWA into DAL has
been made since the merger closed last October.  Most of the key
labor representation and seniority issues have been resolved, and
DAL appears on track to meet its goal of receiving a single
airline operating certificate from the FAA by early 2010.  Cross-
fleeting of DAL and NWA aircraft is now underway, and
consolidation of airport facilities is nearing completion.
Unfortunately, many of the projected revenue synergies offered by
the creation of a truly global route network are being offset by
the collapse of premium business travel demand and intense fare
competition across the entire industry.  This has forced DAL, as
recently as early June, to announce more planned cuts in
international capacity to minimize losses on under-performing
routes.  While the combined DAL-NWA network is probably best
positioned to deliver a RASM premium to the industry once global
economic recovery occurs, a continuation of substantial unit
revenue declines could, in Fitch's view, drive full year 2009
negative free cash flow in excess of $400 million.

The revenue outlook has shown no signs of real improvement over
the last few weeks, even as hopes for a slow economic recovery
moving into 2010 have increased.  For DAL, May monthly revenue
trends appeared to weaken versus April, particularly in hard-hit
international markets that had been at the center of DAL's network
growth strategy since 2007.  DAL noted that H1N1-related booking
softness was apparent even outside of Mexican markets last month.
Asian point of sale bookings in particular were affected, and DAL
indicated that the H1N1 revenue impact could approach $250 million
for the full year.  This has eroded international RASM further and
contributed to DAL's decision to pull more seats out of its
international system this fall.  The carrier now expects total
system ASMs to be down about 10% in fourth quarter 2009 (4Q09).
In light of the continued revenue softness, Fitch believes that
full-year passenger RASM declines in the range of 10%-15% are now
far more likely for DAL and the other legacy carriers with
significant international and premium passenger exposure.

The big driver of negative RASM comparisons in the second quarter
remains weak business bookings on high-fare trans-Atlantic and
trans-Pacific routes.  In order to offset the impact of poor front
cabin loads, U.S. legacy carriers and foreign flag carriers have
been engaged in aggressive fare discounting.  Fitch expects this
fare and unit revenue pressure to continue through the summer,
dampening hopes of a free cash flow turnaround in the second half
of the year.  Recognizing the risk of widening losses in
international markets after August, DAL's most recent capacity cut
will seek to trim schedules in some of the underperforming
international routes.  On the cargo side, extreme revenue pressure
linked to the global trade collapse led DAL to shut down the
dedicated freighter operation inherited from NWA.

DAL's relative liquidity strength within the U.S. legacy carrier
group has been pressured over the past year as a result of poor
operating trends and the outflow of cash driven by the need to
post fuel hedge margin collateral with hedging counterparties.
While that liquidity effect is winding down as the out-of-the-
money hedges roll off this year, DAL's total unrestricted
liquidity position has worsened to the point where unrestricted
cash, investments and revolver availability total less than 20% of
annual revenues.  On June 11, management indicated that Q2-ending
liquidity will total $5.3 billion (including the undrawn
$500 million NWA revolving credit facility).  Given the carrier's
heavy maturities over the next three years and the significant
refinancing risk it faces in the still-constrained credit markets,
Fitch regards a cash position of over $4.0 billion as critical for
DAL as it faces negative free cash flow in the second half of the
year and heavy scheduled debt maturities of over $2.9 billion in
2010.

Absent strong free cash flow, extensive capital markets activity
will be required to refinance maturing obligations.  One positive
is the fact that all near-term aircraft orders have committed
financing in place, and aircraft capital commitments in 2010 are
relatively light.  In addition, Continental's launch of a public
enhanced equipment trust certificate deal in early June bodes well
for a revival of credit market access -- at least for better-
positioned airlines like DAL.  With regard to 2010 maturities, the
freeing-up of collateral backing the NWA bank credit facility and
the 2001-1 EETC issue (both maturing next year) puts DAL in a
relatively good position to successfully refinance those
obligations.

Since DAL and NWA were the last major carriers to restructure in
Chapter 11 this decade, they exited with a unit cost advantage
over the other U.S. legacy carriers.  This puts the merged carrier
in a position to report somewhat better margins than UAL, AMR and
US Airways -- even as DAL struggles with a network strategy that
is not delivering big revenue premiums to the rest of the
industry.  Merger-related savings are being realized this year as
facilities are streamlined, capacity and headcount are reduced and
aircraft are parked.  For the full year, DAL expects non-fuel unit
costs to rise by 4%-6%.  Fitch expects unit cost inflation to
moderate somewhat in 2010 and 2011 if capacity cuts abate in line
with a modestly better operating environment.  Fuel costs will be
the biggest single contributor to cash flow this year, with fuel-
related cash savings of over $5 billion expected based on the
forward curve.

Like the other large U.S. airlines, DAL paid a steep price for
aggressive fuel hedging undertaken in 2008 as energy prices soared
before pulling back sharply.  By 4Q08, after crude oil and jet
fuel prices had dropped from their July highs, DAL began to unwind
some of its remaining fuel hedge exposure.  Even after the early
termination of many fuel swaps, DAL was required under GAAP hedge
accounting rules to recognize large losses in 4Q08 and 1Q09.  This
will continue over the next two quarters, and the company has
indicated that it will likely book $500 million in hedge-related
losses in the current quarter.  From a cash standpoint, the key
trend will be the working down of the fuel hedge collateral
account to less than $100 million by the end of the June quarter.
After the late 2008 fuel price collapse, DAL began layering on
more protection for 2009.  In order to reduce downside liquidity
risk, the airline has used call options more extensively to hedge.
DAL has approximately 52% of Q3 fuel consumption hedged.  For Q4,
hedges cover approximately 36% of projected consumption.  Based on
the forward curve, DAL's projected fuel price is $2.04 per gallon
for Q2, $2.17 per gallon for Q3, and $2.05 per gallon for Q4.  The
narrowing jet fuel crack spread in the first half of this year has
kept jet fuel prices from rising as much as gasoline and other
refined products, limiting some of the damage of rising energy
prices over the past several weeks.

Recovery expectations for the DAL first-lien revolver and term
loan are superior to those of the second lien term loan.  Recovery
prospects for first-lien lenders are strong, reflecting the value
of a collateral pool consisting of aircraft, engines, spare parts
and other assets, as well as a tight covenant package protecting
lenders via fixed charge coverage, minimum liquidity and
collateral coverage tests.  Similar covenants are included in
NWA's secured bank credit facility, which is secured by NWA's
Pacific route authorities.  Taking into account the credit
facilities, aircraft-backed EETC obligations and private mortgage
agreements, DAL has few unencumbered assets remaining to support
additional borrowing if liquidity needs grow.

With regard to covenant compliance, the most restrictive
requirement is the quarterly EBITDAR fixed charge coverage test in
DAL's bank credit facilities.  As defined in the bank agreement,
DAL must maintain a ratio of EBITDAR to fixed charges in excess of
1.2 times (x) on a twelve-month trailing basis.  A similar
covenant exists in the NWA credit facility.  Compliance with a
fixed charge ratio requirement of 1.0x for the preceding quarter
only begins in the current quarter following a suspension of the
test for four quarters after NWA's negotiation of a waiver in
2008.  In subsequent quarters, the EBITDAR coverage test will be
extended to a two-quarter period ending Sept. 30 and a three-
quarter period ending Dec. 31.

A further downgrade of the IDR to 'CCC' could follow later this
year or in 2010 if no signs of stabilization in the airline
revenue environment appear, increasing the risk that DAL's total
liquidity position could slip below $4.0 billion with forecasts of
continuing negative free cash flow next year.  Fitch believes that
in such a scenario other more vulnerable carriers will file for
bankruptcy before DAL would face imminent default risk.  In the
process, capacity rationalization would have the effect of
stabilizing unit revenue, putting DAL in a better position to ride
out the period of industry restructuring.  A revision of the
Outlook to Stable would likely occur if a stabilization in RASM
and fuel trends, accompanied by modest global economic growth,
occurs in 2010.  A significant re-opening of aircraft-backed
credit markets would also be regarded as a necessary condition for
a return to a Stable Outlook.


DETROIT PROPERTIES: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Detroit Properties, LLC
        26 Corporate Plaza Drive, Suite 260
        Newport Beach, CA 92660

Bankruptcy Case No.: 09-16272

Debtor-affiliate filing separate Chapter 11 petition on April 23,
2009:

     Entity                               Case No.
     ------                               --------
MKA Real Estate Opportunity Fund I        09-13613

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

Chapter 11 Petition Date: June 24, 2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Nancy S. Goldenberg, Esq.
                  nancy.goldenberg@usdoj.gov
                  Law Offices of Nancy S. Goldenberg
                  411 W. Fourth St., Ste. 9041
                  Santa Ana, CA 92701-8000
                  Tel: (714) 338-3416
                  Fax: (714) 338-3421

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Allied Nationwide Security     business debt     $13,845
Attn: A.J. Nomair
18570 Shermay Way, Ste. C-1
Reseda, CA 91335
Tel: (800) 955-8417

Al Rentals                                       $75
24000 Crenshaw Blvd.
Torrance, CA 90505

The petition was signed by George C. Baker.


DIAL-A-MATTRESS: Court Okays Firm's $25 Million Sale to Sleepy's
----------------------------------------------------------------
The Hon. Dennis Milton of the U.S. Bankruptcy Court for the
Eastern District of New York has approved the sale of
1800mattress.com to Sleepy's LLC, Furniture Today reports.

As reported by the Troubled Company Reporter on May 28, 2009,
Dial-a-Mattress Operating Corp. said that Sleepy's won the
Company's auction with a $25 million bid.  Moritt Hock Hamroff
Horowitz lawyer Marc Hamroff said that the deal includes the
assumption of certain obligations like offering jobs to
"substantially all employees" of Dial-A-Mattress.

Sleepy's bid would allow unsecured creditors to be paid 85% of
what they were owed when 1800mattress.com filed bankruptcy in
March, Furniture Today says, citing Judge Milton.

According to Furniture Today, Judge Milton also let Sleepy's
reject 1800mattress.com's two franchise agreements.  The report
quoted Judge Milton as saying, "The Court's independent review
confirms that rejection of the franchise agreements benefits the
estate and that the decision to conduct an auction sale is a
proper business judgment."  Furniture Today relates that the Court
had earlier approved an $11.4 million damage claim for the
franchisees if their agreements were ultimately rejected.  The
claim will be added to the other claims from unsecured creditors,
says the report.

Founded in 1976, 1800mattress.com -- http://www.1800mattress.com/
-- is the leading national multi-channel (internet, chat, call
center and showrooms) retailer of mattresses, box springs and
bedding products.  It features products by all major brands,
including custom sizes, sofa beds, Murphy beds, futons, and
adjustable and organic beds.

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. et al. (Bankr. E.D.N.Y. Case No. 09- 41966).  1-800-Mattress
Corp. and Dial-A-Mattress countered by filing voluntary Chapter 11
petitions.

Marc L. Hamroff, Esq., Leslie A. Berkoff, Esq., and Theresa A.
Driscoll, Esq., at Moritt Hock Hamroff & Horowitz LLP, serve as
the Debtors' counsel.


DXTECH LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DxTech, LLC
        Heron Cove Office Park
        10 Al Paul Lane, Suite 200
        Merrimack, NH 03054

Bankruptcy Case No.: 09-12176

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Christopher A. Ward, Esq.
                  Polsinelli Shughart PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  Email: cward@polsinelli.com

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

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

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

           http://bankrupt.com/misc/deb09-12176.pdf

The petition was signed by Steve Lufkin, president and chief
executive officer of the Company.


E*TRADE FINANCIAL: Files Prospectus Supplement to Senior Notes
--------------------------------------------------------------
E*TRADE Financial Corporation filed with the Securities and
Exchange Commission a prospectus supplement dated June 25, 2009,
relating to its:

   -- $258,607,000 principal amount of 7.375% Senior Notes due
      2013; and

   -- $126,600,000 principal amount of 7.875% Senior Notes due
      2015,

which may be sold from time to time by selling securityholders.

The Notes are general senior obligations of E*TRADE and are not
and will not be secured by any property or assets and are not and
will not be guaranteed by any of the Company's subsidiaries
through which the Company currently conducts substantially all of
its operations.

E*TRADE says the selling securityholder may offer and sell the
Notes offered directly to purchasers or through underwriters,
brokers, dealers or agents, who may receive compensation in the
form of discounts, concessions or commissions.  The Notes may be
sold in one or more transactions at fixed or negotiated prices or
at prices based on prevailing market prices at the time of sale.
If underwriters, brokers, dealers or agents are used to sell these
Notes, E*TRADE will name them and describe their compensation in a
supplement to the prospectus supplement.

E*TRADE will not receive any of the proceeds from the sale of the
Notes pursuant to the prospectus supplement.  E*TRADE, however, is
responsible for expenses incident to the registration under the
Securities Act of 1933 of the offer and sale of the Notes.

The Notes will not be listed on any securities exchange.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?3e3b

                      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."


EDDIE BAUER: U.S. Trustee Forms Seven-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors of Eddie Bauer Holdings Inc. and its debtor-
affiliates.

The members of the Committee are:

   1) The Bank of New York Mellon
      as Indenture Trustee
      Attn: Robert H. Major
      6525 West Campus Oval
      New Albany, OH 43054
      Phone: 614-775-5278, Fax: 614-775-5636

   2) Tara Hill
      c/o Marc Primo, Esq.
      Initiative Legal Group LLP
      1800 Century Park East, Suite 200
      Los Angeles, CA 90067
      Phone: 310-556-5637
      Fax: 310-861-9051

   3) RR Donnelley & Sons Company
      Attn: Dan Pevonka
      3075 Highland Pkwy.
      Downers Grove, IL 60515
      Phone: 630-322-6931
      Fax: 630-322-6052

   4) Simon Property Group
      Attn: Ronald M. Tucker
      225 W.Washington St.
      Indianapolis, IN 46204
      Phone: 317-263-2346
      Fax: 317-263-7901

   5) GGP Limited Partnership
      c/o Julie Minnick Bowden
      110 N. Wacker Drive
      Chicago, IL 60606
      Phone: 312-960-2707
      Fax: 312-442-6374

   6) AQR Capital
      Attn: Todd Pulvino
      2 Greenwich Plaza, 1st Floor
      Greenwich, CT 06830
      Phone: 203-742-3002
      Fax: 203-742-3072

   7) Highbridge Capital Management, LLC
      Attn: Eric Colandrea
      9 West 57th Street, 27th Floor
      New York, NY 10019
      Phone: 212-287-4735
      Fax: 212-751-0755

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

                         About Eddie Bauer

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

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

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


EDDIE BAUER: Hires Latham & Watkins as Bankruptcy Counsel
---------------------------------------------------------
Eddie Bauer Holdings, Inc., and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Latham & Watkins LLP as attorneys in their bankruptcy cases, nunc
pro tunc to June 17, 2009.

Latham & Watkins will, among other things, advise the Debtors with
respect to their powers and duties as debtors-in-possession,
attend meetings and negotiate with parties-in-interest, take all
necessary action to protect and preserve the Debtors' estates, and
prepare and submit pleadings necessary to the administration of
the Debtors' estates.

L&W's hourly rates for matters related to the Chapter 11 cases
range as:
                           Hourly Rate
                           -----------
      Partners            $750 to $1,050
      Counsel             $695 to $975
      Associates          $370 to $740
      Paraprofessionals   $115 to $415

L&W says it is a "disinterested person" as that term is defined in
11 U.S.C. Sec. 101(14).

L&W may be reached at:

      Heather L. Fowler, Esq.
      Latham & Watkins LLP
      355 South Grand Avenue
      Los Angeles, California 90071-1560
      Tel: (213) 4866-1234
      Fax: (213) 891-8763

                         About Eddie Bauer

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

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

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


EDDIE BAUER: Seeks to Employ Young Conaway as Delaware Counsel
--------------------------------------------------------------
Eddie Bauer Holdings, Inc., and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Young Conaway Stargatt & Taylor, LLP, as their Delaware bankruptcy
counsel, nunc pro tunc to June 17, 2009.

The firm's principal attorneys and paralegals designated to
represent the Debtors are:

                                      Hourly Rate
                                      -----------
      Michael R. Nestor, Partner        $560
      Kara Hammond Coyle, Associate     $330
      Pilar G. Kraman, Associate        $240
      Troy Bollman, Paralegal           $125

Young Conaway receive a $150,000 retainer.

Young Conaway disclosed that it previously represented creditors
and lienholders of the Debtors, including Bank of New York,
Hyperion, Wells Fargo Bank, and Epsilon.  Other than that
disclosure, the firm has no connection with the Debtors, their
creditors or any other parties-in-interest.  Young Conaway is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14) of the Bankruptcy Code, says Michael R. Nestor, a partner
at the firm.

The firm may be reached at:

     Michael R. Nestor, Esq.
     Kara Hammond Coyle, Esq.
     Pilar G. Kraman
     1000 West Street, 17th Floor
     Wilmington, Delaware 19801
     Tel: (302) 571-6600
     Fax: (302) 571-1253

                         About Eddie Bauer

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

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

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


EPIXTAR CORP: Can Employ Hinshaw Culbertson as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted Epixtar Corp., et al., permission to employ Michael D.
Seese, Esq., and the firm Hinshaw & Culbertson, LLP, as their
bankruptcy, general corporate and litigation counsel, nunc pro
tunc to May 18, 2009.

H&C is authorized to receive payment in the amount of $25,000 as a
retainer, against which H&C is authorized to draw fees and costs
awarded by the Court.

As the Debtors' counsel, H&C will, among others, advise the
Debtors generally regarding matters of bankruptcy law in
connection with these cases; negotiate with creditors, prepare and
seek confirmation of a plan and related documents, and assist the
Debtors with implementation of any plan; and assist the Debtors in
the analysis, negotiation and disposition of estate assets for the
benefit of the estate and its creditors.

Michael D. Seese, Esq., a partner at H&C, assured the Court that
the firm does not have any interest materially adverse to the
Debtors or their estates, and that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

H&C's professionals bill at these hourly rates:

     Members                     $350 to $600
     Associates and Of Counsel   $190 to $400
     Paralegals                  $115 to $180

The hourly rate of Mr. Seese is $450.

                      About Epixtar Corp.

Based in Miami, Florida, Epixtar Corp. fdba Global Assets
Holding Inc. -- http://www.epixtar.com/-- acquires or
establishes companies specialized in mass-market communication
products.  Epixtar operates through its subsidiaries, National
Online Services Inc. and One World Public.  The Company and its
debtor-affiliates filed for Chapter 11 protection on October 6,
2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D. Seese, Esq.,
at Hinshaw & Culbertson, LLP,, represents the Debtors in their
restructuring efforts.  Carlos E. Sardi, Esq., Glenn D. Moses,
Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista,
P.A., represent the official committee of unsecured creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $30,376,521 and total debts
of $39,158,724.


ESSAR STEEL: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Sault Ste. Marie, Ontario-based Essar
Steel Algoma Inc. (ESA; formerly Algoma Steel Inc.) to 'B-' from
'B'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on ESA's
first-lien bank facility to 'B+' (two notches above the corporate
credit rating) from 'BB-', while the recovery rating remains
unchanged at '1', indicating an expectation of a very high (90%-
100%) recovery in the event of default.  In addition, S&P lowered
the issue-level rating on ESA's senior unsecured notes to 'CCC+'
(one notch below the corporate credit rating) from 'B-'.  The '5'
recovery rating is unchanged, indicating an expectation of a
modest (10%-30%) recovery in the event of default.

"The downgrade reflects S&P's expectation that ESA's fiscal year
2010 results will be weak amid ongoing difficult conditions in the
North American steel industry, contributing to extremely high
leverage for the rating and a likely breach of covenants later in
calendar 2009," said Standard & Poor's credit analyst Donald
Marleau.

S&P believes that revenues for fiscal year 2010 (ESA's fiscal year
end is March 31) could decline by as much as 50%, as benchmark
prices for ESA's primary product, hot rolled coil steel, have
dropped to about US$400 per ton, compared with ESA's average of
US$875 per ton for fiscal 2009, while reducing output to match
sharply lower demand.  Considering the high fixed costs in the
steel industry, S&P believes that ESA's EBITDA could drop 70% for
fiscal 2010, pushing debt leverage up to 8x.

The ratings on ESA reflect its limited operating diversity, large
debt burden, and the volatility of its end markets.  In Standard &
Poor's opinion, these risks are counterbalanced by the company's
good cost profile and integration of key inputs.  In June 2007,
ESA was 100% acquired by Essar Steel Holdings Ltd. (not rated) for
US$1.6 billion, financed in part with US$1.1 billion of new debt
at ESA.  The rated debt is nonrecourse to Essar and, hence, the
ratings reflect only ESA's stand-alone credit quality. Essar's
ownership of ESA is not a significant rating factor in S&P's view,
but it might become increasingly important if Essar uses ESA as an
aggressive growth vehicle to execute its North American strategy.

The negative outlook reflects Standard & Poor's view that weak
steel industry conditions will pressure ESA's profitability making
it likely that the company will breach the financial covenants in
its term loan in the second half of 2009.  S&P could lower the
ratings or place them on CreditWatch with negative implications if
ESA is unable to successfully amend the covenants by early
September 2009, as S&P expects the company will be in breach after
its fiscal second quarter ended Sept. 30, 2009.  That said, S&P
could revise the outlook to stable if ESA is able to successfully
negotiate covenant relief, along with improving steel market
conditions and profitability resulting in debt to EBITDA improving
to less than 5.5x.  In S&P's view, the rating on ESA is
constrained to the 'B' category because of its limited operating
diversity.


FAIRPOINT COMMUNICATIONS: Fitch Junks Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has downgraded these ratings assigned to FairPoint
Communications, Inc.:

  -- Issuer Default Rating (IDR) to 'C' from 'B-';

  -- $531 million 13.125% senior unsecured notes due 2018 to
     'C/RR4' from 'B-/RR4';

  -- $170 million senior secured revolving credit facility to 'B-
     /RR1' from 'BB-/RR1';

  -- $497 million senior secured term loan due 2014 to 'B-/RR1'
     from 'BB-/RR1';

  -- $1.13 billion senior secured term loan due 2015 to 'B-/RR1'
     from 'BB-/RR1';

  -- $200 million senior secured delayed draw term loan due 2015
     to 'B-/RR1' from 'BB-/RR1'.

Fitch removed the company from Rating Watch Negative.

Fitch's downgrade reflects the company's June 24, 2009
announcement of a private exchange offer for all of its 13.125%
senior notes due 2018, of which there is approximately
$531.1 million outstanding, and a consent solicitation.  FairPoint
states the exchange offer will reduce cash interest in the second
and third quarter of 2009, and help maintain its compliance with
the interest coverage ratio maintenance covenant (2.5 times [x])
in its senior secured bank facility.  Fitch believes the company
is unlikely to pursue a waiver to the covenant, as the company
states that preliminary discussions with its administrative agent
regarding a waiver would lead to a significant fee payment and
additional restrictions and revisions to its credit facility.  The
consent solicitation, if successful, will lead to amendments that
weaken covenant protection for holders of the old notes.  In
Fitch's view, the exchange and consent solicitation are being
undertaken in an attempt to avoid a bankruptcy filing and to
preserve the company's liquidity and thus the exchange has
elements of a coercive debt exchange under Fitch's policy.

Terms of the exchange call for noteholders participating in the
exchange offer to receive new notes equal to 100% of the principal
amount of the old notes tendered plus accrued and unpaid interest,
with payment (at FairPoint's option) in either additional new
notes or a combination of new notes and cash.  A minimum of 95% of
the aggregate principal amount of old notes must be tendered to
consummate the exchange offer.  The new notes will be identical to
the old notes in all material aspects except that: 1) FairPoint
will have the option to pay a portion or all of its Oct. 1, 2009
interest payment by capitalizing the payment and adding it to the
principal of the notes; and 2) the new notes will mature one day
after the old notes on April 2, 2018.

FairPoint had previously disclosed with the release of its first
quarter 2009 earnings in May 2009 that the weak economy,
difficulties related to its systems cutover, and incremental costs
to operate the business following cutover may jeopardize its
ability to execute on its business plan, and that it may be at
risk of violating its interest coverage covenant in its bank
facility as early as June 30, 2009.  The company had also stated
it was exploring changes to its capital structure, which had led
to Fitch's previous downgrade of its IDR to 'B-' from 'B+' on
May 7, 2009.

On March 31, 2009, FairPoint's cash balance amounted to
approximately $92.5 million and its restricted cash balance was
$55.2 million.  The cash balance includes proceeds drawn on
FairPoint's $170 million credit facility to preserve capital
availability; $4.7 million remains available.  FairPoint has no
major maturities in 2009, although Fitch estimates approximately
$33 million will be due under the amortization of its credit
facility during the remainder of the year.  The revolving credit
facility and term loan A mature in March 2014.


FAIRPOINT COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the corporate
credit and bank loan ratings on Charlotte, North Carolina-based
telecommunications carrier FairPoint Communications Inc. to 'CC'
from 'CCC+'.  S&P also lowered the company's senior unsecured debt
rating to 'C' from 'CCC-' and revised the CreditWatch implications
on all these ratings to negative from developing.

These actions follow the company's announcement that it is
commencing a private exchange offer for the $531 million of
remaining outstanding senior notes due 2018 for new notes at 100%
of par value that Standard & Poor's views as a distressed exchange
offer.

The new notes are identical in all material respects, except that
they permit the interest payable on Oct. 1, 2009, in cash, by
capitalizing the interest and adding it to principal or some
combination and it also extends the maturity by one day.  This
offer also includes a consent solicitation to eliminate or amend
substantially all restrictive covenants and modify a number of the
events of default in the indenture.

"Due to these various modifications," said Standard & Poor's
credit analyst Catherine Cosentino, "we view this as a distressed
exchange offer under S&P's ratings criteria, especially since the
company has indicated that it may be unable or unwilling to make
the Oct. 1, 2009, interest payment on the notes and that the
exchange offer is critical to its continued viability while it
works to explore options for a more permanent restructuring of its
capital structure."

The exchange offer is designed to reduce cash interest expense for
the second and third quarters of 2009 and to help maintain
compliance with the interest coverage covenant in the credit
facility.  FairPoint currently expects it is likely to fail this
test in June 30 period and that a successful exchange offer may
not be sufficient to meet the test in the Sept. 30 period.  The
company has begun discussions regarding a waiver of the potential
covenant breach and views the exchange as a first step to a more
comprehensive restructuring of the capital structure.

The exchange offer requires a minimum of 95% of the principal
amount to be tendered and the offer expires on July 22, 2009.  "If
it is successful, S&P will lower the corporate credit rating
further to 'SD' and the rating on the notes further to 'D'," added
Ms. Cosentino.  S&P will then reassign the corporate credit
rating, and are likely to be raise it to 'CC', given the very
limited liquidity being experienced by the company since the
cutover from the Verizon systems due to operational issues, the
uncertain payment of interest due on Oct. 1, and uncertain ability
to meet existing covenants in the credit facility over the coming
quarters.


FIRST WORTH OSTEOPATHIC: Bk. Ct. Abstains from Probate Matter
-------------------------------------------------------------
WestLaw reports that even assuming that it could exercise "related
to" jurisdiction over a removed state court action brought by a
probate estate that had previously obtained a judgment against the
debtor-hospital for its medical malpractice in connection with the
testator's death, to recover from a third party that administered
a trust created by the debtor-hospital in lieu of purchasing
liability insurance based on the third party's role in the
depletion of trust assets, the bankruptcy court would exercise its
discretion to permissively abstain from hearing the proceeding.
The proceeding was in the nature of a state law dispute between
non-debtor parties that was only tangentially related to the
bankruptcy case, and the probate estate had requested a jury
trial.  In re Fort Worth Osteopathic Hosp., Inc., --- B.R. ----,
2009 WL 1037587, http://is.gd/1fSXZ(Bankr. N.D. Tex.).

Fort Worth Osteopathic Hospital, Inc., filed a voluntary chapter 7
petition (Bankr. W.D. Tex. Case No. 05-41513) on February 11,
2005.  Thereafter Shawn K. Brown was appointed as the chapter 7
trustee to liquidate the healthcare concern.


FLYING J: Plan Filing Period Extended to August 31
--------------------------------------------------
The U.S. Bankruptcy Code for the District of Delaware has extended
Flying J, Inc., and its debtor-affiliates' exclusive period to
period to file a plan until August 31, 2009, and their exclusive
period to solicit acceptances of that plan until October 20, 2009.

This is the second extension of the Debtor's exclusive periods.

In their motion, the Debtors related that an extension of the
exclusive periods will provide them adequate time to assess and
pursue all alternative options with respect to their Chapter 11
cases.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FLYING J: To Consider Proposed Longhorn Sale Process on July 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 6, 2009, at 11:30 a.m. (EST) to consider
the motion of Flying J, Inc., et at., for an order approving
bidding and notice procedures and break-up fee in connection with
the sale of (i) substantially all of the assets of Flying J unit
Longhorn Partners Pipeline, L.P. and (ii) petroleum products
belonging to certain of the Debtors.

The deadline to file objections, solely with respect to the
bidding procedures order, if any, is on or before July 2, 2009, at
4:00 p.m. (EST).  The sale objection deadline is on or before July
20, 2009, at 4:00 p.m. (EST).

The sale hearing will be held on July 27, 2009, at 10:30 a.m.
(EST).

As reported in the Troubled Company Reporter on June 23, 2009,
Magellan Midstream Partners, L.P., was selected as the
"stalking horse" bidder for substantially all of the assets of
Longhorn Partners Pipeline, L.P.

The 700-mile common carrier pipeline system transports refined
petroleum products from Houston to El Paso, Texas.  A terminal in
El Paso, comprised of a 5-bay truck loading rack and over 900,000
barrels of storage, is included in the purchase.  This terminal
serves local petroleum products demand and distributes product to
connecting third-party pipelines for ultimate delivery to markets
in Arizona, New Mexico and in the future to Northern Mexico.

Magellan currently serves as the operator of the pipeline system.

The purchase price for the pipeline system is $250 million plus
the fair market value of line fill, which is currently estimated
at approximately $90 million.  Management intends to finance the
acquisition with debt.

                         Break-Up Fee

The Stalking Horse Purchase Agreement with Magellan dated
June 19, 2009, provides for a break-up fee of $3,750,000 (1.5% of
the Purchase Price) in the event that a party other than Magellan
is the successful bidder for the acquired assets at the auction.
If, however, another party is the successful bidder, and on or
prior to the last day of the acution, the applicable period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (known
commonly as the "HSR Act") applicable to the transactions
comtemplated by the APA has expired or terminated, then the break-
up fee will be $7,500,000.

Under the proposed bid procedures, the bid deadline is no later
than 4:00 p.m. (EST) on July 17, 2009.

If necessary, the Debtors will conduct an auction with respect to
the acquired assets starting at 9:00 a.m. (EST) on July 24, 2009,
at Kirkland & Ellis, LLP, 601 Lexington Avenue, New York, N.Y.
10022, or at such other plae, date and time as may be designated
in writing by the Debtors.

A full-text copy of Flying J's proposed bidding procedures is
available at:

http://bankrupt.com/misc/flyingj.proposedbiddingprocedures.pdf

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FONIX CORP: Posts $781,000 Net Loss for March 31, 2009 Quarter
--------------------------------------------------------------
Fonix Corporation reports that for the quarters ended March 31,
2009 and 2008, the company generated revenues of $141,000 and
$286,000, respectively, and incurred net losses of $781,000 and
$1,046,000, respectively; and had negative cash flows from
operating activities of $51,000 and $82,000, respectively.

As of March 31, 2009, the Company had $4,157,000 in total assets,
$49,971,000 in total liabilities, all current; resulting in
$45,814,000 in stockholders' deficit.  As of March 31, 2009, the
Company also had an accumulated deficit of $287,895,000; negative
working capital of $46,549,000; derivative liabilities of
$38,310,000 related to the issuance of Series P Preferred Stock,
Series L Preferred Stock, Series M Preferred stock, Series N
Preferred Stock, Series O Preferred Stock, Series E Convertible
Debentures and Series B Preferred Stock of a subsidiary; accrued
liabilities of $7,316,000; accounts payable of $2,204,000;
deferred revenues of $445,000.

The Company expects to continue to incur significant losses and
negative cash flows from operating activities at least through
December 31, 2009, primarily due to expenditure requirements
associated with continued marketing and development of its speech-
enabling technologies.

The Company said cash resources, limited to collections from
customers, sales of equity and debt securities and loans, have not
been sufficient to cover operating expenses.  As a result, some
payments to vendors have been delayed.  On March 15, 2007, the New
York State trial court entered judgment against the Company and in
favor of the Breckenridge Fund in the amount of $1,602,000.  In
February 2008, the Company entered into an amended settlement
agreement with Breckenridge under which the Company agreed to pay
Breckenridge $540,000.  The Company has paid Breckenridge the full
amount.  No further obligations are required by the Company to
Breckenridge.

These factors, according to the Company, raise substantial doubt
about its ability to continue as a going concern.

The Company said management plans to fund further operations from
cash flows from future license and royalty arrangements and with
proceeds from additional issuance of debt and equity securities.
There can be no assurance that management's plans will be
successful.

Based in Lindon, Utah, Fonix Corporation's operations are managed
through its two wholly owned subsidiaries, Fonix Speech, Inc., and
Fonix GS Acquisition Co., Inc.

Fonix Speech provides value-added speech-enabling technologies,
speech interface development tools, and speech solutions and
applications, including automated speech recognition and text-to-
speech that empower consumers to interact conversationally with
information systems and devices.

Fonix GS was formed on June 27, 2008, to facilitate the
acquisition of Shanghai Gaozhi Software Systems Limited, a Chinese
software developer and solutions provider in second-generation and
third-generation telecommunication operation support systems in
China and throughout the Asian Pacific region.  Gaozhisoft is a
qualified competitor for telecommunication operation supports
systems.  GaozhiSoft's products are designed to increase data
transferring speed, reduce telecommunications data loss and
provide network management, billing accuracy and improved
implementation techniques to telecom carriers.


FONTAINEBLEAU LAS VEGAS: To Employ Moelis as Financial Advisors
---------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates obtained
authority, on an interim basis, from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Moelis & Company LLC as
their financial advisor and investment banker.

The Court will hold a final hearing on the request on June 30,
2009.

Moelis is expected to:

  (a) undertake, in consultation with members of management of
      the Debtors, a comprehensive business and financial
      analysis of the Debtors;

  (b) review and analyze the Debtors' assets and their
      operating and financial strategies;

  (c) review and analyze the business plans and financial
      projections prepared by the Debtors, including testing
      assumptions and comparing those assumptions to historical
      and industry trends of the Debtors;

  (d) evaluate the Debtors' debt capacity and assist in the
      determination of an appropriate capital structure for the
      Debtors;

  (e) identify, initiate, review, negotiate, and evaluate any
      restructuring transaction, sale transaction or capital
      transaction, or any combination, and develop and evaluate
      alternative proposals for a restructuring transaction,
      sale transaction or capital transaction, or their
      combination;

  (f) solicit and evaluate indications of interest and proposals
      regarding any Restructuring Transaction, Sale Transaction
      or Capital Transaction from current or potential lenders,
      equity investors, acquirors or strategic partners;

  (g) assist the Debtors in developing strategies to effectuate
      any Restructuring Transaction, Sale Transaction or Capital
      Transaction, including financing alternatives;

  (h) advise and assist the Debtors in the course of their
      negotiation of any Restructuring Transaction, Sale
      Transaction or Capital Transaction and participate in
      those negotiations, as requested;

  (i) determine and evaluate the risks and benefits of
      considering, initiating and consummating any Restructuring
      Transaction, Sale Transaction or Capital Transaction;

  (j) determine values or ranges of values for the Debtors and
      any securities that the Debtors offer or propose to offer
      in connection with a Capital Transaction;

  (k) in coordination with the Debtors, prepare and implement a
      marketing plan and prepare one or more memoranda, called
      selling memos, which describe assets, properties or
      businesses to be sold in any Sale Transaction;

  (l) working with the Debtors' management in preparing one or
      more memoranda, called information memeo, describing the
      Debtors and their businesses for use in any potential
      Capital Transaction;

  (m) contact potential acquirors or investors that Moelis and
      the Debtors have agreed may be appropriate, and in
      rendering the services, Moelis may meet with
      representatives of those acquirors or investors and
      provide the representatives with the selling memo or
      information memo and additional information about the
      Debtors' assets, properties or businesses as may be
      appropriate and acceptable to the Debtors, subject to
      customary business confidentiality agreements in form and
      substance approved by the Debtors;

  (n) assist the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials to create interest in and to consummate any
      Restructuring Transaction, Sale Transaction or Capital
      Transaction;

  (o) assist the Debtors in valuing their assets or business,
      provided that any real estate or fixed asset appraisals
      will be undertaken by outside appraisers, separately
      retained and compensated by the Debtors;

  (p) be available at the Debtors' request to meet with Debtors'
      management, board of directors or board of managers,
      creditor groups, equity holders, any official committees
      appointed in these Chapter 11 cases, or other parties, to
      discuss any Restructuring Transaction, Sale Transaction or
      Capital Transaction;

  (q) if requested by the Debtors, participate in hearings
      before the Bankruptcy Court and provide relevant
      testimony; and

  (r) provide other financial advisory and investment banking
      services as may be agreed upon by Moelis and the Debtors.

The Debtors relate that Moelis will provide services concurrently
with the Citadel Derivatives Group LLC.  The Debtors believe that
it is in the best interests of their estates to retain both
Moelis and CDRG as financial advisors and investment bankers, and
have determined that each possess complementary, but distinct,
expertise necessary to assist them in effectuating a
Restructuring Transaction, Capital Transaction or Sales
Transaction.

The Debtors propose to pay Moelis based on this fee structure:

(A) Monthly Fee of $150,000 whether or not a Restructuring
    Transaction, Sale Transaction or Capital Transaction has
    taken place or will take place, from the Petition Date until
    the end of the term of the Engagement Letter.

    All Monthly Fees paid by the Debtors to Moelis will be
    credited against any Restructuring Fee, Capital
    Transaction Fee or Sale Transaction Fee payable under the
    Engagement Letter, provided, however, that credit will not
    apply to the extent that, and in the amount that, any
    Restructuring Fee, Capital Transaction Fee or Sale
    Transaction Fee is not entirely approved by the Bankruptcy
    Court.

(B) Restructuring Fee of $9,000,000 in cash, if a
    Restructuring Transaction is consummated, to be paid
    immediately upon any closing of a Restructuring
    Transaction.  A separate Restructuring Fee will be payable
    in respect of each Restructuring Transaction in the event
    more than one Restructuring Transaction will occur.

(C) Capital Transaction Fee, in cash, equal to:

    (1) 0.60% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of secured, first
        lien, non-convertible debt,

    (2) 1.05% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of senior unsecured,
        non- convertible debt,

    (3) 1.35% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of subordinated and/or
        junior lien, non-convertible debt,

    (4) 1.50% of the aggregate amount of new debt raised in a
        Capital Transaction in the form of convertible debt,

    (5) 2.25% of the aggregate amount or face value of new
        capital raised in a Capital Transaction in the form of
        non-convertible preferred equity, including preferred
        equity in the form of stock or partnership, membership
        or limited liability company interests, equity-linked
        securities, options, warrants or other rights to
        acquire preferred equity interests in the Debtors, and

    (6) 2.40% of the aggregate amount or face value of new
        capital raised in a Capital Transaction in the form of
        common equity, including common equity in the form of
        stock or partnership, membership or limited liability
        company interests, equity-linked securities, options,
        warrants or other rights to acquire common equity
        interests in the Debtors, or in the form of
        convertible preferred equity, including convertible
        preferred equity in the form of stock or partnership,
        membership or limited liability company interests;

        Each percentage, however, will be reduced:

        (a) with respect to clauses (5) or (6), by 50% with
            respect solely to new preferred equity or common
            equity raised in a Capital Transaction from:

            * any person or entity that is an existing
              investor or holder of debt of the Debtors, other
              than from Jeffrey Soffer or any entity that
              Jeffrey Soffer controls, or

            * indemnified persons specified in the Engagement
              Letter, or

        (b) to 0% with respect solely to new debt or new
            capital raised in a Capital Transaction from Jeffrey
            Soffer or any entity that Jeffrey Soffer controls.

         The Capital Transaction Fee will be paid in cash
         immediately upon any closing of a Capital Transaction.
         A separate Capital Transaction Fee will be payable in
         respect of each Capital Transaction in the event that
         more than one Capital Transaction will occur.

(D) Sale Transaction Fee, in cash and in an amount equal to
    0.75% of the Transaction Value.

    In the event, however, that the Sale Transaction consists of
    (i) a liquidation in a bankruptcy case under chapter 7, or
    (ii) a credit bid by any secured lender where the credit bid
    consists solely of secured debt, the cash fee will be an
    amount equal to 0.60% of the Transaction Value, provided,
    further, that, any Sale Transaction Fee will not exceed
    $9,000,000.  The Sale Transaction Fee will be paid in cash
    immediately upon any closing of a Sale Transaction.  A
    separate Sale Transaction Fee will be payable in respect of
    each Sale Transaction if more than one Sale Transaction
    occurs.

Pursuant to the Engagement Letter, if any single transaction
constitutes both a Restructuring Transaction and a Sale
Transaction, Moelis will receive only one transaction fee
in respect of the single transaction, which will be equal to the
greater of the Restructuring Transaction Fee and the Sale
Transaction Fee.  If a Restructuring Transaction and a Capital
Transaction occur simultaneously or at different times, whether
or not they are connected with or related to one another, the
Debtors will pay Moelis both the Restructuring Transaction Fee
and the Capital Transaction Fee.

Notwithstanding anything to the contrary contained in the
Engagement Letter, the maximum fees payable by the Debtors to
Moelis under the Engagement Letter, whether in respect of the
Monthly Fee, the Restructuring Fee, the Sale Transaction Fee or
the Capital Transaction Fee, or any of this combination, after
giving effect to any crediting, will not exceed $15,000,000 in
the aggregate.

Furthermore, if, at any time prior to the expiration
of 12 months after the expiration or termination of Moelis'
engagement, a Restructuring Transaction, Sale Transaction or
Capital Transaction, or any combination, is consummated, or if
the Debtors enter into an agreement regarding a Restructuring
Transaction, Sale Transaction or Capital Transaction, which is
subsequently consummated, then the Debtors will pay Moelis the
appropriate fee pursuant to the specified fee structure
immediately on the closing of the transaction.

The fee -- called the tail fee -- will not be paid to Moelis if
(a) the Debtors terminate Moelis' engagement due to acts or
failures to act by Moelis that are finally determined by a court
of competent jurisdiction to constitute bad faith, willful
misconduct or gross negligence, or (b) Moelis terminates its
engagement pursuant to the Engagement Letter without cause.

The Debtors will reimburse Moelis for all reasonable expenses
incurred while providing the contemplated services, whether or
not any Restructuring Transaction, Sale Transaction or Capital
Transaction is consummated.

The Debtors will also indemnify and hold harmless Moelis and its
professionals against any losses, claims, damages or liabilities
in connection with the services it provides to the Debtors
related to the Chapter 11 Cases, except liabilities that have
resulted primarily from fraud, gross negligence or willful
misconduct by Moelis or its professionals.

Before the Petition Date, Moelis received $250,000 as retainer
fee and $150,000 of monthly fees from October 2008 until June
2009.  Moelis also has received $$174,543 as expense
reimbursement for the same period.

Thane W. Carlston, a managing director at Moelis & Company LLC,
in New York, says Moelis and its professionals are "disinterested
persons" within the meaning of sections 327(a) and 101(14) of
the Bankruptcy Code, but is unable to state with certainty that
it has disclosed every client relationship or other connection.
In the event that additional disclosure becomes necessary, Moelis
will file a supplemental verified statement, Mr. Carlston tells
the Court.

The Debtors believe that the retention of Moelis is necessary and
will be critical to the overall success of the reorganization
efforts.

                  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.

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 LAS VEGAS: Taps Citadel as Financial Advisors
-----------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates obtained
authority, on an interim basis, from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Citadel Derivatives
Group LLC as their financial advisor and investment banker, to
assist them in the restructuring of outstanding obligations,
raising of additional capital or consummating a sale transaction
to facilitate their reorganization and emergence from Chapter 11.

The Court authorized the Debtors to pay monthly fees and reimburse
Citadel for expenses incurred, pursuant to the Engagement Letter.
The Court, however, reserves its ruling on all other fees pending
final hearing on the request on June 30, 2009.

As the Debtors' financial advisor and investment banker, Citadel
is expected, among others, to:

  (a) undertake a comprehensive business and financial
      analysis of the Debtors;

  (b) review and analyze the business plans and financial
      projections prepared by the Debtors, including testing
      assumptions and comparing those assumptions to historical
      and industry trends of the Debtors;

  (c) identify, initiate, review, negotiate, and evaluate any
      restructuring transaction, sale transaction or capital
      transaction, or any combination, and develop and evaluate
      alternative proposals for a restructuring transaction,
      sale transaction or capital transaction, or their
      combination;

  (d) solicit and evaluate indications of interest and proposals
      regarding any Restructuring Transaction, Sale Transaction
      or Capital Transaction from current or potential lenders,
      equity investors, acquirors or strategic partners;

  (e) advise and assist the Debtors in the course of their
      negotiation of any Restructuring Transaction, Sale
      Transaction or Capital Transaction and participate in
      those negotiations, as requested;

  (f) contact potential acquirors or investors that Citadel and
      the Debtors have agreed may be appropriate, and in
      rendering the services, Moelis may meet with
      representatives of those acquirors or investors and
      provide the representatives with the selling memo or
      information memo and additional information about the
      Debtors' assets, properties or businesses as may be
      appropriate and acceptable to the Debtors, subject to
      customary business confidentiality agreements in form and
      substance approved by the Debtors;

  (g) provide other financial advisory and investment banking
      services as may be agreed upon by Moelis and the Debtors.

For the contemplated services, the Debtors will pay Citadel:

  (A) A monthly fee of $25,000

  (B) Restructuring fee of $6,000,000 in cash if a restructuring
      transaction is consummated, to be paid immediately upon
      any closing of a restructuring transaction.  A separate
      Restructuring Fee will be payable in respect of each
      Restructuring Transaction in the event more than one
      Restructuring Transaction occurs.

  (C) If a capital transaction is consummated, a Capital
      Transaction Fee will be paid in cash equal to:

      (1) 0.40% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of secured, first
          lien, non-convertible debt,

      (2) 0.70% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of senior unsecured,
          non-convertible debt,

      (3) 0.90% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of subordinated and/or
          junior lien, non-convertible debt,

      (4) 1.00% of the aggregate amount of new debt raised in a
          Capital Transaction in the form of convertible debt,

      (5) 1.50% of the aggregate amount or face value of new
          capital raised in a Capital Transaction in the form of
          non-convertible preferred equity, including preferred
          equity in the form of stock or partnership, membership
          or limited liability company interests, equity-linked
          securities, options, warrants or other rights to
          acquire preferred equity interests in the Debtors, and

      (6) 1.60% of the aggregate amount or face value of new
          capital raised in a Capital Transaction in the form of
          common equity, including common equity in the form of
          stock or partnership, membership or limited liability
          company interests, equity-linked securities, options,
          warrants or other rights to acquire common equity
          interests in the Debtors, or in the form of
          convertible preferred equity, including convertible
          preferred equity in the form of stock or partnership,
          membership or limited liability company interests;

      Each percentage, however, will be reduced:

      (a) with respect to clauses (5) or (6), by 50% with
          respect solely to new preferred equity or common
          equity raised in a Capital Transaction from:

          * any person or entity that is an existing
            investor or holder of debt of the Debtors, other
            than from Jeffrey Soffer or any entity that Jeffrey
            Soffer controls, or

          * any indemnified persons, pursuant to the Engagement
            Letter, or

      (b) to 0% with respect solely to new debt or new
          capital raised in a Capital Transaction from Jeffrey
          Soffer or any entity that Jeffrey Soffer controls.

      The Capital Transaction Fee will be paid in cash
      immediately upon any closing of a Capital Transaction.
      A separate Capital Transaction Fee will be payable in
      respect of each Capital Transaction in the event that
      more than one Capital Transaction will occur.

  (D) Sale Transaction Fee, in cash and in an amount equal to
      0.75% of the transaction value if a sale transaction is
      consummated.

      In the event, however, that the Sale Transaction consists
      of (i) a liquidation in a bankruptcy case under chapter 7,
      or (ii) a credit bid by any secured lender where the
      credit bid consists solely of secured debt, the cash fee
      will be an amount equal to 0.40% of the Transaction Value,
      provided, further, that, any Sale Transaction Fee will not
      exceed $6,000,000.  The Sale Transaction Fee will be paid
      in cash immediately upon any closing of a Sale
      Transaction.  A separate Sale Transaction Fee will be
      payable in respect of each Sale Transaction if more than
      one Sale Transaction occurs.

Payment by the Debtors under the Engagement Letter, for Monthly
Fees, Restructuring Fees, Sale Transaction Fees or Capital
Transaction Fees, or any of this combination, after giving effect
to any crediting, will not exceed $10,000,000 in the aggregate,
notwithstanding anything to the contrary in the Engagement
Letter.

Moreover, the Debtors will indemnify and hold harmless Citadel
and its professionals, agents and affiliates, against any losses
they will incur in connection with the engagement, except for
liabilities that have resulted primarily to their fraud, gross
negligence or willful misconduct.

Citadel will provide services to the Debtors concurrently with
the services of Moelis & Company LLC.  The Debtors recognize that
Citadel and Moelis possess unique industry knowledge and
relationships that would be highly beneficial to the Debtors.
Citadel will coordinate any services performed with Moelis, the
Debtors' counsel and other professionals in these cases to ensure
that resources are not expended on duplicative efforts.

Before the Petition Date, the Debtors paid Citadel $25,000 for
monthly fees and $30,000 for reimbursement of expenses incurred
from April to June 2009.  The Debtors do not owe the firm for
services rendered as of the Petition Date.

Todd Kaplan, head of investment banking of Citadel Derivatives
Group LLC, in Chicago, Illinois, says Citadel and its
professionals are "disinterested persons" within the meaning of
Sections 327(a) and 101(14) of the Bankruptcy Code, as modified
by Section 1107(b) of the Bankruptcy Code.

                  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.

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 LAS VEGAS: To Hire Kasowitz as Special Counsel
------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates
obtained, on an interim basis, permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Kasowitz,
Benson, Torres & Friedman LLP as their special litigation counsel,
to represent the Debtors in potential legal issues that may arise
in the Chapter 11 cases, including the prosecution of the credit
agreement litigation against Bank of America, N.A., by one of the
Debtors, Fontainebleau Las Vegas LLC, or Resort.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, the Debtors' counsel, relates that
Kasowitz Benson currently represents Resort in the credit
agreement litigation that was commenced in April and which in May
2009 was removed to federal court by the defendants.

In the complaint, Resort alleged that the banks, led by BofA,
were in breach of their contractual promise to finance the
construction of a multi-billion dollar casino-resort development
project in Las Vegas.

Contemporaneously with the filing of these Chapter 11 cases, the
complaint was withdrawn without prejudice and a substantially
similar complaint was filed as an adversary proceeding in the
U.S. Bankruptcy Court for the Southern District of Florida.

Additionally, Kasowitz Benson will commence and conduct any
litigation necessary to assert the Debtors' rights, including any
litigation within the bankruptcy cases in adversary proceedings
or contested matters in connection with the Debtors' prepetition
credit agreement or any DIP financing agreement or contested cash
collateral usage, as well as litigation to protect the assets of
the Debtors' estates, confirm a plan of reorganization, or
otherwise further the goal of completing the Debtors' successful
reorganization.  Kasowitz Benson will also advise the Debtors
with respect to any possible settlement of potential claims by or
against the Debtors' estates.

The Debtors will pay Kasowitz Benson based on these fees:

    Professional                          Hourly Rate
    ------------                          -----------
    Partner                               $550 to $1,000
    Special Counsel                       $525 to   $750
    Associates                            $275 to   $675
    Staff Attorneys                       $225 to   $390
    Paralegals                            $150 to   $225

The Debtors will also reimburse Kasowitz Benson for all actual
and necessary expenses incurred by the firm.

David M. Friedman, Esq., a member of Kasowitz, Benson, Torres &
Friedman LLP, in New York, discloses that his firm represents
Jeffrey and Jacquelyn Soffer, Turnberry Ltd., and their
affiliates, among others, in matters unrelated to the Debtors'
Chapter 11 cases.  Mr. Friedman assures the Court that Kasowitz
Benson does not represent or hold any interest adverse to the
Debtors in these cases with respect to matters for which it will
be engaged.

Final hearing on the application is set for June 30, 2009.

                  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.

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 LAS VEGAS: Obtains Nod to Hire KCC as Claims Agent
----------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates
obtained, on an interim basis, permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Kurtzman
Carson Consultants LLC as their notice, claims and balloting
agent, effective as of the Petition Date, pursuant to Section
156(c) of the Judiciary and Judicial Procedure.

Section 156(c) provides that any court may use facilities or
services, either on or off the Court's premises, which pertain to
the provision of notices, dockets, calendars, and other
administrative information to parties in cases filed under
Chapter 11.

Scott, L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, relates that although the clerk for the
U.S. Bankruptcy Court for the Southern District of Florida
ordinarily would serve notice on the Debtors' creditors and other
parties-in-interest, the clerk's office may not have the
resources to undertake its tasks, in light of the number of the
Debtors' potential creditors, estimated to reach 1,600 in the
aggregate.

As the Debtors' notice, claims and balloting agent, KCC will:

(a) prepare and serve various notices in the Debtors' cases;

(b) timely prepare for filing with the Clerk's office a
    certificate of affidavit of service;

(c) maintain copies of all proofs of claim and proofs of
    interest filed in these cases;

(d) maintain official claims registers in these cases;

(e) implement security measures to ensure completeness and
    integrity of the claims registers;

(f) assist the Debtors in preparing their Schedules of Assets
    and Liabilities and Statements of Financial Affairs;

(g) assist the Debtors in preparing and maintaining a creditor
    matrix to be filed with the Court;

(h) maintain an up-to-date mailing list of all parties-in-
    interest in these cases;

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

(j) maintain a Web site that provides free public access to a
    copy of the Bankruptcy Court's docket of all documents filed
    with the Bankruptcy Court;

(k) record all transfers of claims and provide notice of those
    transfers, if directed by the Court;

(l) provide temporary employees to process claims, as necessary;

(m) work with restructuring counsel to coordinate the design,
    printing, and mailing of plan booklets and all necessary
    ballots;

(n) scan all ballots received into a computer database so that
    permitted users can view, via the Internet, PDF images of
    received ballots;

(o) review each ballot and input relevant information into a
    computer database to enable users to search and sort
    information pertaining to received ballots and to generate
    ballot reports;

(p) prepare a ballot tabulation report of the reorganization
    plan;

(q) provide other claims processing, noticing, balloting, and
    administrative services as may be requested from time to
    time by the Debtors.

The Debtors will pay KCC based on these rates:

    Professional                          Hourly Rate
    ------------                          ------------
    Clerical                               $45 to  $65
    Project Specialist                     $80 to $140
    Technology/ Programming Consultant    $145 to $195
    Consultant                            $165 to $245
    Senior Consultant                     $255 to $275
    Senior Management Consultant          $295 to $325

The Debtors will also reimburse KCC for reasonable expenses in
connection with the engagement.

Before the Petition Date, the Debtors paid KCC a refundable
retainer of $50,000, will be applied to any outstanding invoices
at the end of these cases, with any net balance returned to the
Debtors.

Michael J. Frishberg, vice president of corporate restructuring
services of Kurtzman Carson Consultants LLC, in El Segundo,
California, says KCC does not hold or represent any interest
materially adverse to the Debtors' estates.

                  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.

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)


FORT WAYNE: Taps Barrett & McNagny as Attorney
----------------------------------------------
Fort Wayne Foundry Corporation and and Cole Pattern and
Engineering Co. Inc. asks the U.S. Bankruptcy Court for the
Northern District of Indiana for permission to employ Barrett &
McNagny LLP as its attorney.

The firm will:

   a) give legal advice with respect to the Debtors' powers and
      duties as debtor-in-possession and management of its
      property interest;

   b) prepare petitions, schedules, answers, orders, reports and
      other legal papers;

   c) take necessary action to avoid attachment of any lien
      against the Debtors' property; and

   d) perform all other legal services for the Debtor.

Papers filed with the Court did not show the firm's compensation
rates.

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

Based in Fort Wayne, Indiana, Fort Wayne Foundry Corporation --
http://www.fortwaynefoundry.com/-- makes aluminum sand castings
for transportation and automotive powertrain applications.  The
Company and Cole Pattern and Engineering Co., Inc., its affiliate
filed for Chapter 11 on June 3, 2009 (Bankr. N.D. Ind. Lead Case
No. 09-12423).  Thomas P. Yoder, Esq., represents the Debtors in
their restructuring efforts.  The Debtors listed $10 million to
$50 million in assets and $1 million to $10 million in debts.


FORT WAYNE: Taps Schafer and Weiner as Special Counsel
------------------------------------------------------
Fort Wayne Foundry Corporation and and Cole Pattern and
Engineering Co. Inc. asks the U.S. Bankruptcy Court for the
Northern District of Indiana for permission to employ Schafer and
Weiner PLLC as its special counsel.

The firm will:

   a) give legal advice with respect to the Debtors' powers and
      duties as debtor-in-possession and management of its
      property interest;

   b) prepare petitions, schedules, answers, orders, reports and
      other legal papers;

   c) take necessary action to avoid attachment of any lien
      against the Debtors' property; and

   d) perform all other legal services for the Debtor.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.  The Debtor assures the Court that there is no
duplication in the work with Barret & McNagnyh LLP.

Based in Fort Wayne, Indiana, Fort Wayne Foundry Corporation --
http://www.fortwaynefoundry.com/-- makes aluminum sand castings
for transportation and automotive powertrain applications.  The
Company and Cole Pattern and Engineering Co., Inc., its affiliate
filed for Chapter 11 on June 3, 2009 (Bankr. N. D. Ind. Lead Case
No. 09-12423).  Thomas P. Yoder, Esq., represents the Debtors in
their restructuring efforts.  The Debtors listed $10 million to
$50 million in assets and $1 million to $10 million in debts.


FRONTIER AIRLINES: Terms of Republic Airways-Backed Ch. 11 Plan
---------------------------------------------------------------
As reported by the Troubled Company Reporter on June 23, Frontier
Airlines Holdings, Inc. and its debtor-affiliates delivered their
Joint Plan of Reorganization and Disclosure Statement with the
U.S. Bankruptcy Court for the Southern District of New York.

The Plan incorporates an investment agreement between Frontier
Airlines and Republic Airways Holdings, Inc., by which Republic
will serve as equity sponsor for Frontier's Plan and purchase
100% of the equity in the reorganized company for $108.75
million.  The plan sponsorship agreement is subject to bankruptcy
court approval and various conditions.

If the Plan of Reorganization is approved and implemented as
proposed, upon its emergence from Chapter 11, Frontier Airlines
Holdings would become a wholly owned subsidiary of Indiana-based
Republic, an airline holding company that owns Chautauqua
Airlines, Republic Airlines and Shuttle America.  The airlines
currently employ approximately 4,400 aviation professionals and
operate 235 regional jets.  Frontier Airlines and Lynx Aviation
would maintain their current names and continue to operate as
usual.

Frontier has filed a motion to approve the investment agreement
with Republic, subject to higher and better proposals under a
court-supervised auction. Frontier will seek court approval of
the investment agreement and proposed auction procedures at a
hearing scheduled for July 13, 2009.

Frontier currently expects to conclude the auction process and
emerge from Chapter 11 by autumn 2009.

The proposed plan of reorganization provides for general
unsecured creditors to receive $28.75 million in cash.  An
additional $40 million of the sale proceeds would be applied as
repayment of the outstanding DIP loan.  If the plan is
implemented as proposed, the company's current equity would be
extinguished and holders of that equity would not receive any
recovery.

The Court will convene a hearing on July 22, 2009, to consider
approval of the Disclosure Statement.  Parties have until July 17
to file objections.

Frontier has asked the Court to set September 10, 2009, as the
confirmation hearing date, and August 28 as the deadline for
filing confirmation objections.

                    Investment Agreement

According to Edward M. Christie, III, Frontier's senior vice
president and chief financial officer, contemporaneously with the
filing of their Disclosure Statement and Joint Reorganization
Plan, the Debtors have sought approval of the Investment
Agreement from Judge Robert D. Drain, subject to higher or better
bids at an auction.

At the conclusion of the auction period, if the Debtors identify
an entity other than Republic as the proposed Plan Sponsor, they
will file with the Court a Plan Supplement identifying the
Entity.  At the Court's approval of an investment agreement with
the Entity, the Debtors will modify the Plan accordingly.
Thereafter, the Debtors will effectuate the Plan with the non-
Republic Plan Sponsor and pay Republic a termination fee of $3.5
million and reimburse certain of Republic's expenses of up to
$350,000.

However, if the Debtors do not receive any higher or otherwise
better bids, Reorganized Frontier -- following the Court's
approval of the Investment Agreement with Republic -- will issue,
sell and deliver to Republic the Frontier New Common Stock.  As
set forth in the Investment Agreement, Republic has agreed to
purchase the New Common Stock free and clear of all Liens, for
the Purchase Price that may be offset by any Allowed Debtor-in-
Possession Facility Claims held by Republic.  A portion of the
Share Purchase Price equal to the Class 3 Allocation will be
allocated, upon the terms and conditions of the Plan, to satisfy
the Allowed General Unsecured Claims.

               Classification and Treatment
                  of Claims and Interest

Under the Joint Plan of Reorganization, all claims against the
Debtors, other than Administrative Claims and Priority Tax
Claims, are classified into four classes:

                                Treatment of           Projected
Class   Designation             Allowed Claims          Recovery
-----   -----------             --------------         ---------
  1     Other Priority          Payment in full             100%
                                in cash or other
                                treatment that will
                                render the Claim
                                Unimpaired

  2     Secured Claims          Payment in full in          100%
                                cash; reinstatement
                                of the legal,
                                equitable and
                                contractual rights
                                of the Claimholder;
                                payment of the
                                proceeds of the sale
                                or disposition of the
                                collateral securing
                                the Claim; return of
                                the Collateral; other
                                treatment that will
                                render the Claim
                                Unimpaired

  3     General Unsecured       Pro rata share of the       8.2%
                                Class 3 Allocation       to 9.6%

4a     Interests in            No distribution               0%
        Frontier Holdings

4b     Interests in            Reinstatement of            100%
        Frontier and Lynx       Interests

4c     Securities Litigation   No distribution               0%
        Claim

Classes 1, 2 and 4b are unimpaired.  Classes 3, 4a and 4c are
impaired.

Classes 1, 2 and 4b are deemed to accept the Plan, while Classes
4a and 4c are deemed to reject it. Accordingly, only holders of
Class 3 Claims are entitled to vote to accept or reject the Plan.

The Debtors' project that the Classes' recoveries are based on
certain assumptions, including their estimates of the Claims that
will eventually be Allowed in various Classes.

The projected recovery for General Unsecured Claims is based on
(i) a Class 3 Allocation equal to $28,750,000 and (ii) estimated
total Allowed General Unsecured Claims of $300 million to $350
million against the Debtors.

The Projected Recoveries, as set forth in the Plan, include:

Class/Designation                  Total Allowed Claims
-----------------                  --------------------
Other Administrative Claims        $9.6 - $11.2 million
Priority Tax Claims                 $12 - $13.6 million
1 - Other Priority Claims                            $0
2 - Secured Claims                       $379.8 million
3 - Unsecured Claims                $300 - $350 million

All claims arising under the debtor-in-possession facility will
be Allowed on or prior to the Effective Date of the Plan, and
paid in full in cash, provided that at the election of the Plan
Sponsor and on the terms and conditions set forth in the
Investment Agreement, any Allowed DIP Facility Claims held by the
Plan Sponsor may be offset against the Share Purchase Price.

The Plan also contemplates the payment in full in cash of
Professional Fee Claims against any of the Debtors.

According to the Debtors, the Plan provides the best recoveries
possible for their Creditors.  Any alternative to confirmation of
the Plan, including liquidation, partial sale of assets or any
attempt by another party-in-interest to file a plan, would result
in lower recoveries for stakeholders, as well as significant
delays, litigation and costs.

                     Plan Consolidation

For purposes of voting and distributions under, and confirmation
of, the Plan, all assets and liabilities of the Debtors will be
treated as though they were merged.  All guarantees of the
Debtors of the obligations of any other Debtor will be eliminated
so that any Claim against any Debtor, any guarantee thereof
executed by any other Debtor and any joint or several liabilities
of any of the Debtors will be one obligation of the Debtors.  In
addition, each and every Claim filed or to be filed in the
Chapter 11 cases will be deemed filed against the Debtors
collectively and will be one Claim against, and one obligation
of, the Debtors.

Mr. Christie notes that the Plan Consolidation will not affect
(i) the legal or organizational structure of the Debtors, (ii)
pre- or postpetition liens or security interests, (iii) pre- or
postpetition guarantees to be maintained in connection with
executory contracts or unexpired leases that have been or will be
assumed or pursuant to the Plan, (iv) defenses to any cause of
action or (v) distributions out of any insurance policies or
their proceeds.

                   Restructuring Transactions

On or after the Effective Date, the Reorganized Debtors may
engage in or take actions as may be necessary or appropriate to
effect corporate restructurings of their businesses, including
actions necessary to simplify, reorganize and rationalize the
overall reorganized corporate structure of the Reorganized
Debtors.  These Transactions may include (i) dissolving
companies, (ii) filing appropriate certificates or articles of
merger, consolidation or dissolution pursuant to applicable state
law and (iii) any other action reasonably necessary or
appropriate in connection with the corporate restructurings.

In each case in which the surviving, resulting or acquiring
Entity in any of the Transactions is a successor to a
Reorganized Debtor, the surviving, resulting or acquiring Entity
will perform the obligations of the Reorganized Debtor pursuant
to the Plan, including paying or otherwise satisfying the Allowed
Claims to be paid by the Reorganized Debtor.

Implementation of any restructuring transactions will not affect
any distributions, discharges, exculpations, releases or
injunctions set forth in the Plan.

                 Issuance of New Common Stock
                and Cancellation of Old Stock

As of the Effective Date of the Plan, and upon the terms and
conditions set forth in the Investment Agreement, the Reorganized
Debtors will issue 1,000 shares of New Common Stock, representing
100% of the issued and outstanding stock of Reorganized Frontier
Holdings for distribution to the Plan Sponsor.

All notes, instruments, certificates and other documents
evidencing the Company's Old Notes and Old Stock will be
cancelled, and the obligations of the Debtors to the Notes and
the Stock will be fully satisfied, released and discharged.  The
Cancellation, however, will not itself alter the obligations or
rights of any non-Debtor third parties vis-a-vis one another with
respect to the Old Notes and Old Stock.

On the Effective Date, any indenture or similar agreement will be
deemed to be cancelled, as permitted by Section 1123(a)(5)(F) of
the Bankruptcy Code, and discharged with respect to (i) all
obligations owed by any Debtor under any the agreement and (ii)
to the rights and obligations of the Indenture Trustee under the
Indenture against the holders of Old Notes Claims.

After the Effective Date, U.S. Bank National Association, in its
capacity as indenture trustee, pursuant to the Indenture dated as
of December 7, 2005, with Frontier will retain its rights (i) as
trustee, paying agent and registrar; (ii) relating to
distributions to Old Noteholders; (iii) relating to
representation of Old Noteholders' interests; and (iv) relating
to participation by the Indenture trustee in proceedings and
appeals related to the Plan.

            Provisions Governing Distributions

The Reorganized Debtors, or any person or entity they designate
or retain without the need for Court approval, will serve as
disbursing agent will make all distributions required under the
Plan, except with respect to a creditor whose distribution is to
be deposited with, and administered by a Servicer, for
distribution.

U.S. Bank and Wells Fargo Bank Northwest, National Association,
as administrative agent under the Amended and Restated Secured
SuperPriority Debtor in Possession Credit Agreement, dated as of
April 1, 2009, with the Debtors as borrowers and a host of
lenders, will be considered Servicers for all DIP Facility Claims
and all Claims that arise from or relate to the Old Notes or the
Indenture.

The Reorganized Debtors will be authorized without further Court
approval, but not directed to, reimburse any Servicer for its
reasonable out-of-pocket expenses incurred in providing
postpetition services related to distributions pursuant to the
Plan.

Distributions on account of General Unsecured Claims Allowed will
be made on or as soon as reasonably practicable after the initial
distribution date, or the day reasonably practicable after, but
not later than 60 days after, the Effective Date of the Plan.
Because of the size and complexities of the Chapter 11 cases,
however, the Debtors cannot accurately predict the timing of the
Final Distribution Date.

The Reorganized Debtors, the Disbursing Agent or any Servicer
will not have any obligation to make a particular distribution to
a specific holder of an Allowed Claim on an Initial Distribution
Date or an Interim Distribution Date under the Plan:

  (1) if the Allowed Claim has an economic value less than $250
      and its claimholder is also the holder of a Disputed
      Claim;

  (2) with a value of less than $25, unless a written request
      is received by the Reorganized Debtors; and

  (3) unless the sum of all distributions authorized to be made
      to all holders of Allowed Claims on the Interim
      Distribution Date exceeds $2,000,000.

As of the Effective Date, any General Unsecured Claim asserted in
a currency other than U.S. dollars will be automatically deemed
converted to the equivalent U.S. dollar value using the exchange
rate on the Petition Date, as quoted at 4:00 p.m., mid-range spot
rate of exchange for the applicable currency as published in The
Wall Street Journal, Eastern Edition, on the day after the
Petition Date.

The portion of the Class 3 Allocation that is not distributed on
the Initial Distribution Date pursuant to the Plan will be held
in reserve to be distributed on the Interim and Final Dates.

At the option of the Debtors, any Cash payments to be made may be
made by check, wire transfer or any other customary payment
method.

                    Final Fee Applications

All final requests for payment of professional fee claims must be
filed with the Court within 25 days after the Effective Date of
the Plan.  Upon the Effective Date, any requirement that
Professionals comply with Sections 327 through 331 of the
Bankruptcy Code in seeking retention or compensation for services
rendered after the Date will terminate.  Hence, the Debtors and
the Reorganized Debtors may employ and pay all Professionals in
the ordinary course of business without any further notice to,
action by or order or approval of the Court or any other party.

          Unexpired Leases and Executory Contracts

Pursuant to sections 365 and 1123 of the Bankruptcy Code, each
executory contract and unexpired lease to which the Debtor are
parties will be deemed automatically rejected by the Debtors as
of the Effective Date, except for any Contract or Lease that:

  -- has previously been assumed or rejected pursuant to a
     Court order;

  -- is the subject of the Debtors' request to assume or
     reject pending on the Confirmation Date;

  -- is assumed, rejected or otherwise treated pursuant to the
     Plan;

  -- is listed in the Debtors' schedules for treatment in
     accordance with the Plan; or

  -- has been the subject of a timely filed treatment objection.

        Company Programs, CBAs Deemed Assumed Effective

Pursuant to the Joint Reorganization Plan, each Customer Program,
Foreign Agreement, Insurance Plan, Intercompany Contract,
Interline Agreement, Letter of Credit, Surety Bond and Workers'
Compensation Plan will be deemed assumed effective as of the
Effective Date.

All Proofs of Claim on account of, or with respect to, any
agreement covered by the Programs will be deemed withdrawn
automatically and without any further notice to or action by the
Court.

Similarly, each collective bargaining agreement, as amended, will
be deemed assumed effective as of the Effective Date but will not
be deemed to effect an assumption of any employee benefit plan
that previously was rejected, discontinued or terminated.  Upon
assumption of the Collective Bargaining Agreements, all claims
filed by (i) the Debtors' workers' unions and (ii) Union-
represented employees pertaining to rights collectively bargained
for or disposed of under the CBAs -- on account of grievances,
reinstatement and pension obligations -- will be deemed
withdrawn, disallowed and forever barred from assertion
automatically and without any further notice to or action, order
or approval of the Court.

                    Corporate Governance

On the Effective Date, the term of the members of the Board will
expire and the Board members will be replaced by the New Board.
The members of the boards of directors of Frontier and Lynx prior
to the Effective Date will continue to serve in their current
capacities after the Effective Date, except as specified by the
Debtors.

The New Certificate of Incorporation and the New Bylaws will be
amended or deemed amended as may be required to be consistent
with the provisions of the Plan, the Investment Agreement and the
Bankruptcy Code and will be satisfactory to the Plan Sponsor.

                   Liquidation Analysis

According to Mr. Christie, under the liquidation analysis
prepared by the Debtors' management with the assistance of its
advisors, the amount that holders of Claims and Interests in
different Impaired Classes would receive in a hypothetical
Chapter 7 liquidation of the Debtors will change based on further
refinements of Allowed Claims, as the Debtors' claim objection
and reconciliation process continues.

The Debtors cite estimates and assumptions that, although
developed and considered reasonable by the Debtors' management
and other advisors, are inherently subject to significant
business, economic and competitive uncertainties and
contingencies beyond the control of the Debtors and their
management.

The values reflected in the Liquidation Analysis might not be
realized if the Debtors were to undergo a Chapter 7 liquidation,
he says.

A full-text copy of Frontier's Liquidation Analysis is available
for free at http://bankrupt.com/misc/FAH_LiquidationAnalysis.pdf

                    Financial Projections

The Debtors also prepared financial projections on the assumption
that the Effective Date of the Plan is September 30, 2009, Mr.
Christie continues.  The Consolidated Financial Projections are
based on, and assume, among other things, the successful
reorganization of the Debtors, the equity investment by the Plan
Sponsor and implementation of the Reorganized Debtors' emergence
business plan.

The Financial Projections are based on numerous assumptions,
including, without limitation, (i) the timing, Confirmation and
consummation of the Plan, (ii) the anticipated future performance
of the Reorganized Debtors, (iii) airline industry performance
and (iv) general business and economic conditions.

If the Effective Date is delayed, he says, the Debtors will
continue to incur reorganization costs, which may be significant.
Similarly, the Debtors contend that if they do not achieve
projected revenue or cash flow levels, the Reorganized Debtors
may lack sufficient liquidity to continue operating their
businesses consistent with the Financial Projections after the
Effective Date and actual financial results may differ.

A full-text copy of Frontier's Financial Projections, covering
the six fiscal-year periods from March 31, 2010 to 2014, is
available for free at:

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

                      Plan Supplements

The Debtors will file with the Court no later than 10 calendar
days prior to the voting deadline that is yet to be determined,
documents relating to:

  * Compensation Programs, if any, to be implemented as of or
    after the Effective Date;

  * Unexpired Leases and Executory Contracts; and

  * Terms relating to the capacities of the Frontier's current
    and new Board.

A full-text copy of Frontier's Plan of Reorganization is
available for free at:

  http://bankrupt.com/misc/FAH_Ch11ReorgPlan.pdf

A full-text copy of Frontier's Disclosure Statement is
available for free at:

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

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Disclosure Statement Hearing on July 22
----------------------------------------------------------
Frontier Airlines Inc. and its affiliates maintain that the
Disclosure Statement accompanying their Joint Plan of
Reorganization dated June 22, 2009, provides holders of impaired
claims and interests entitled to vote on the Plan with sufficient
information allowing them to make informed judgments to vote on
the Plan.  The Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to find that their Disclosure
Statement contains "adequate information" pursuant to Section
1125(a)(1) of the Bankruptcy Code.

A hearing to consider approval of the Disclosure Statement will
be held on July 22, 2009, at 10:00 a.m.  Objections, if any, must
be filed on July 17.

The Debtors also ask the Court to approve uniform solicitation and
tabulation procedures to facilitate an efficient and expeditious
solicitation process in connection with their Chapter 11 Plan of
Reorganization.

The Debtors will mail "Solicitation Packages" to all known
holders of claims and interests in the Voting Classes.

The Package consists of:

  (a) a cover letter;

  (b) a CD-ROM containing the Disclosure Statement and the
      Approval Order;

  (c) the Notice of Hearing on the confirmation of the Plan;

  (d) the ballot or beneficial ballot; and

  (e) a letter from the Official Committee of Unsecured
      Creditors regarding acceptance of the Plan.

The Debtors expect that they will be able to commence
distribution of the Solicitation Packages to Voting Classes no
later than three days after the Court approves the Disclosure
Statement and the Solicitation Procedures.

The Debtors maintain that they are not required to distribute
Solicitation Packages, Ballots, copies of the Disclosure
Statement or the Plan or any other notices to holders in Class 4a
Interest Claims against Frontier Holdings or Class 4c Securities
Litigation Claims.  The Debtors also propose to send Non-Voting
Notices to these Classes.

                     Voting Record Date

Rule 3017 of the Federal Rules of Bankruptcy Procedure provides
that the Record Date is typically the date that the Court
approves the Disclosure Statement.  The record holders
of the Debtors' securities, however, generally require advance
notice to enable them to assemble ownership lists of their
Securities to compile an accurate list of holders.

Accordingly, the Debtors seeks the Court's permission to
establish July 22, 2009, as the record date for purposes of
determining which creditors are entitled to vote on the Plan.

The Disclosure Statement Hearing is also scheduled for July 22,
2009.

                     Form of Ballots

The ballots, which substantially conform to Official Form No. 14
but modified to address the terms of the Plan and the Classes of
Claims, will be distributed to holders of claims in Class 3.

The Debtors propose to deliver Solicitation Packages, including
beneficial ballots to Voting Nominees -- the record holders of
the Securities as of the Voting Record Date -- including, without
limitation, brokers, banks, dealers or other agents and nominees.
Master ballots would thereafter be delivered to the Voting
Nominees.

The Debtors propose that Voting Nominees be directed to, within
five days of their receipt of the Solicitation Packages:

  (1) forward a Solicitation Package -- including a Beneficial
      Ballot -- to be returned to the Voting Nominees and
      summarized on the appropriate Master Ballot;

  (2) distribute "pre-validated" Beneficial Ballots, which pre-
      validation occurs when a Voting Nominee completes and
      executes the Beneficial Ballot through indicating (i) the
      name and DTC Participant Number of the Voting Nominee,
      (ii) the amount of securities held by the Voting Nominee
      for the Beneficial Holder, and (iii) the account numbers
      in which the securities are held by the Voting Nominee.

The Debtors propose that all Voting Nominees be required to keep
the original Beneficial Ballots they received from Beneficial
Holders for a period of at least one year after the Voting
Deadline.  The Debtors further propose to reimburse each Voting
Nominee for its reasonable out-of-pocket expenses.

The Debtors ask Judge Robert Drain to establish August 28, 2009,
as the Voting Deadline.

                   Tabulation Procedures

Regarding general ballots, the Debtors propose, among other
things, that:

  (1) If a claim is deemed Allowed pursuant to an agreement with
      the Debtors, the claim should be allowed for voting
      purposes in the Allowed amount set forth in the Court's
      order.

  (2) If a claim is wholly contingent or unliquidated, not the
      subject of objection and not temporarily allowed for
      voting purposes in an amount greater than $1.00, the claim
      should be temporarily allowed for voting purposes only,
      and not for purposes of allowance or distribution, at
      $1.00.

  (c) Claims that are subject to objection should be disallowed
      for voting purposes only and not for purposes of
      allowance.

  (d) If a claim has been disallowed by agreement between the
      Debtors and the claimholder or by Court order, the claim
      should be disallowed for voting purposes.

  (e) If a claim has been estimated or otherwise allowed by the
      Court for voting purposes, the claim should be temporarily
      allowed for voting purposes only.

  (f) If a claim is listed in the Schedules as contingent,
      unliquidated or disputed and a proof of claim was not (i)
      filed by the Claims Bar Date or (ii) deemed timely filed,
      the claim be disallowed for voting purposes and for
      purposes of allowance and distribution pursuant to Rule
      3003(c) of the Federal Rules of Bankruptcy Procedure.

  (g) A claim that is partially liquidated and partially
      unliquidated should be allowed for voting purposes
      only in the liquidated amount.

  (h) If the obligation underlying a claim against one of the
      Debtors is the subject of a guarantee by another of the
      Debtors or a claim was otherwise filed against more than
      one Debtor on account of the same obligation, only one
      claim will be allowed for voting purposes.

  (i) If the obligation underlying an Unimpaired Claim
      claim against a Debtor is the subject of a guarantee of
      another Debtor, the claim will disallowed for voting
      purposes.

  (j) Any creditor who has filed or purchased (i) duplicate
      Class 3 Claims or (ii) claims against multiple Debtors
      arising from the same transaction will be provided with
      only one Solicitation Package and one ballot and be
      permitted to vote only a single claim.

Whenever a creditor casts more than one Ballot voting the same
claims prior to the Voting Deadline, the last dated Ballot
received prior to the Voting Deadline will be deemed to reflect
the voter's intent and, thus, supersedes any prior Ballots.

Creditors with multiple Class 3 claims must vote all of their
claims either to accept or reject the Plan and may not split
their votes.

Ballots will not be counted or considered for any purpose in
determining whether the Plan has been accepted or rejected if
they are:

  * improperly completed and executed;

  * received after the Voting Deadline;

  * illegible or contains insufficient information to permit the
    identification of the claimant;

  * does not hold a Class 3 claim;

  * cast for a claim scheduled as unliquidated, contingent or
    disputed for which no proof of claim was timely filed;

  * unsigned or non-originally signed;

  * sent directly to any party other than the Solicitation
    Agent;

  * cast for a claim that has been disallowed; and

  * transmitted to Epiq Bankruptcy Solutions, LLC, as the
    solicitation agent, by facsimile or other electronic means.

With respect to the tabulation of Master Ballots and Beneficial
Ballots cast by Voting Nominees and Beneficial Holders, the
Debtors propose that the amount that will be used to tabulate
acceptance or rejection of the Plan will be the principal amount
held as of the Voting Record Date.  In addition, the Solicitation
Agent may adjust any principal amount voted to reflect the
corresponding claim amount, including prepetition interest.

                Confirmation Hearing Notice

The Debtors ask the Court to set August 28, 2009, at 4:00 a.m.,
prevailing Eastern Time, as the deadline for filing of objections
to confirmation to the Plan.

The Debtors maintain that the Confirmation Objection Deadline
will afford the Court, the Debtors and other parties-in-interest
sufficient time to consider any objections or proposed
modifications to the Plan prior to September 10, 2009 proposed
Confirmation Hearing Date.

Besides providing all creditors and equity security holders a
copy of the Confirmation Hearing Notice, the Debtors will publish
the Notice in the national edition of the Wall Street Journal not
less than 25 days before the Plan Objection Deadline.

The Debtors will publish the Confirmation Hearing Notice at
http://www.frontier-restructuring.com

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Seeks Approval of Republic Investment Agreement
------------------------------------------------------------------
Frontier Airlines Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to enter
into an investment agreement with Republic Airways Holdings, Inc.,
through which the Debtors may negotiate a transaction with an
investor that is prepared to make the highest and best proposal
for an equity investment, in order to maximize the value realized
for the benefit of the Debtors' estates, their creditors and
other parties-in-interest.

The Investment Agreement provides that Frontier Holdings will
issue to Republic shares of common stock representing 100% of
their total equity on a fully diluted basis, in exchange for the
investment amount of $108,750,000, of which $28,750,000 in cash
will be allocated for payment to holders of allowed general
unsecured claims against the Debtors.  Republic may credit all or
any portion of the then-current balance of the monetary
obligations owed to it under the Amended and Restated Debtor-in-
possession Credit Facility against the Investment Amount.

To recall, Frontier received in March 2009, a firm commitment for
$40 million in postpetition debtor-in-possession financing from
Republic Airways Holdings to support Frontier's additional
working capital needs and refinance its expiring DIP loan,
increasing the available financing and preserving Frontier's
financial stability.  As a condition to the loan, Frontier agreed
to allow Republic's damage claim for $150 million arising out of
Frontier's rejection of its airline services agreement with
Republic.

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
relates that the Investment Agreement also provides for these
principal terms:

  (1) Customary pre-closing and additional covenants, including,
      without limitation, (i) the Debtors' business operations,
      (ii) the filing of necessary documents with the Court,
      (iii) notification of certain events, (iv) non-
      solicitation of alternative transactions after the
      termination of the auction date, (v) cooperation and
      access, (vi) provision of financial information relating
      to the Chapter 11 cases, (vii) receipt of governmental and
      third-party approvals, (viii) maintenance of accounting
      policies, litigation settlement, tax elections and other
      tax-related matters, (ix) aircraft maintenance programs,
      and (x) ERISA-related issues.

  (2) Closing under the Investment Agreement is subject, among
      other things, to approval of the Investment Agreement by
      the Court and confirmation of the Debtors' Chapter 11 Plan
      of Reorganization.

  (3) To compensate Republic for serving as a "stalking horse,"
      the Investment Agreement provides for payment by Frontier
      Holdings to Republic of:

      (i) a termination fee of $3,500,000 or 3.2% of the value
          of the Proposed Investment, which will be deemed an
          administrative claim under Sections 503(b) and 507(a)
          of the Bankruptcy Code; and

     (ii) expense reimbursements up to a maximum of $350,000 for
          all of Republic's reasonable out-of-pocket fees and
          expenses.

  (4) Republic would be able to terminate the Investment
      Agreement if, among other things, an entity other than
      Republic or an affiliate of Republic, is approved by the
      Court as the Successful Investor or the Debtors to
      otherwise proceed with an alternative Transaction; and
     (ii) the closing of the Transaction will not have occurred
      on or before December 1, 2009.

  (5) The Debtors may, upon written notice sent to and received
      by Republic, engage in negotiations with any Person that
      has made after the Auction Termination Date a bona fide,
      unsolicited written proposal with respect to an
      Alternative Transaction that the Board of Directors of
      Frontier believes will likely to lead to a Superior
      Proposal.

                       Proposal Process

The Debtors ask Judge Robert Drain to approve a Proposal Process
with respect to the Investment Agreement, which provides that any
person or entity other than Republic may participate in the
Proposal Process by expressing interest in making the Investment
through an initial submission of confidentiality agreements no
later than August 3, 2009, to:

  Davis Polk & Wardwell LLP
  450 Lexington Avenue
  New York, New York 10017
  Marshall S. Huebner; and

  Seabury Group LLC
  1350 Avenue of the Americas
  25th Floor
  New York, New York

A "Qualified Investor" is a Potential Investor that has timely
delivered the Initial Submission and that the Debtors determine,
in their sole discretion after consultation with the Official
Committee of Unsecured Creditors, has the financial capability to
consummate the Investment, Mr. Schaible notes.

The Debtors will notify the Potential Investor, the Creditors'
Committee and Republic whether or not that Potential Investor has
been determined to be a Qualified Investor.  A Qualified Investor
must make and submit a binding, written proposal to Davis Polk
and Seabury Group, on August 10, 2009.

The Binding Proposal must provide value to the
Debtors of no less than $109.75 million  plus, for Qualified
Investors other than Republic, amounts sufficient to pay the
Termination Fee and the Expense Reimbursement.

If the Debtors receive no Qualified Proposal by the Proposal
Deadline, or if no Qualified Investor had submitted a Qualified
Proposal, no Auction will be conducted.  However, if the Debtors
receive a Qualified Proposal other than the Investment Agreement,
the Debtors will conduct an auction that will commence on
August 11, 2009.

Prior to the conclusion of the Auction, the Debtors and the
Creditors Committee will review the proposals and identify the
highest and otherwise best proposal.

Upon the Court's approval of the Proposal Process, the Notice of
Auction will be (i) published in the national edition of The Wall
Street Journal, (ii) made available on the Debtors' Web site at
http://www.frontier-restructuring.comand (iii) served upon the
notice parties including counsel to Republic; the Internal
Revenue Service; the U.S. Attorney's Office for the Southern
District of New York; the Department of Transportation; the
Federal Aviation Administration; and the Securities and Exchange
Commission.

Mr. Schaible contends that the Proposed Investment Agreement will
offer a substantial equity investment and benefit the Debtors by
providing the funding necessary to successfully implement the
Debtors' Plan.  Similarly, he adds, bidding incentives
consisting of the Termination Fee and the Expense Reimbursement
-- will encourage potential investors to negotiate with the
Debtors regarding to the Investment, despite the inherent risks
and uncertainties of the Chapter 11 process.

A full-text copy of the Proposal Process is available for free
at: http://bankrupt.com/misc/FAH_ProposalProcess.pdf

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Hires D. Shurz as VP for Strategy & Planning
---------------------------------------------------------------
Frontier Airlines named Daniel M. Shurz to the position of Vice
President of Strategy and Planning.  Mr. Shurz will oversee
management of Frontier's route planning and aircraft scheduling.
He also will have responsibility for forging and managing the
Company's strategic alliances and joint venture efforts.

Mr. Shurz joins Frontier from Air Canada, Inc., where he was most
recently Vice President, Network Planning and Alliances.  In that
position, he directed network design and scheduling of the
company's 350 aircraft, including 150 belonging to the carrier's
regional partners.  Mr. Shurz also has held a number of other
senior-level positions in the transportation and airline
industries, including with the Chicago Transit Authority and
United Airlines.

"I have known Daniel for several years; he will be a tremendous
asset to our executive team," said Frontier President and CEO Sean
Menke.  "We are operating in an extremely competitive market and
in an economy that has seen revenue declines across our industry.
We will count on Daniel's experience and deep knowledge of the
airline industry to develop the strategic and innovative revenue
initiatives and alliances that will position Frontier for the
significant growth that lies ahead."

Mr. Shurz received a BA degree from Queens' College, University of
Cambridge in Cambridge, England, and an MBA in Strategy, Economics
and International Business from the University of Chicago Booth
School of Business.

                 About Frontier Airlines Holdings

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

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

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

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


GENARO MENDOZA: Taps Kalish & Gordon as Special Counsel
-------------------------------------------------------
Genaro Mendoza asks the U.S. Bankruptcy Court for the Northern
District of California for permission to employ Kalish & Gordon
LLP as its special counsel.

The firm will advise the Debtor regarding matters of real estate,
general business, and other areas of non-bankruptcy law, among
other things.

The firm will charge $290 per hour for this engagement.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Petaluma, California-based Genaro Mendoza, aka George Mendoza and
Mendoza Investment, filed for Chapter 11 on June 3, 2009 (Bankr.
N.D. Calif. Case No. 09-11678).  John H. MacConaghy, Esq., at
MacConaghy and Barnier represents the Debtor in its restructuring
efforts.  The Debtor listed $100 million to $500 million in assets
and 50 million to $100 million in debts.


GENERAL MOTORS: Unions Seek Equity for Former Workers
-----------------------------------------------------
A letter transmitted by 13 Ohio congressional members and U.S.
Sen. Sherrod Brown (D-OH) to U.S. Secretary of Treasury Timothy F.
Geithner was made public June 26, urging 'simple justice' with
equity in financial support for the future medical and life
insurance benefits of GM retirees represented by the United
Steelworkers and two other unions.

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

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

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

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

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

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

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

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

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

The 13 Ohio congressional members who were signatories of the
letter are: Rep. Betty Sutton (D-13); Charlie Wilson (D-06); Rep.
Marcia Fudge (D-11); Rep. Tim Ryan (D-17); Rep. Steven LaTourette
(R-14); Rep. Patrick Tiberi (R-12); Rep. Michael Turner (R-03);
Rep. Mary Jo Kilroy (D-15); Rep. Steve Driehaus (D-01); Rep.
Dennis J. Kucinich (D-10); Rep. John A. Boccieri (D-16); Rep.
Marcy Kaptur (D-09); Rep. Zach Space (D-18).


GENERAL MOTORS: S&P Withdraws 'D' Senior Secured Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its
issue-level and recovery ratings on General Motors Corp.'s
$4.5 billion senior secured (pre-petition) revolving credit
facility and $1.5 senior secured (pre-petition) term loan,
reflecting S&P's expectation that these loans will be repaid in
full.  In accordance with the pending repayment, S&P revised its
recovery rating on the revolving credit facility to '1' from '2',
indicating S&P's expectation that lenders will receive very high
(90% to 100%) recovery.  S&P subsequently withdrew that rating
also.

The corporate credit rating on GM remains 'D'.

"The revised recovery rating and subsequent withdrawals follow the
bankruptcy court's approval of GM's $33.3 billion debtor-in-
possession credit facility, allowing for the full repayment of the
prepetition revolving credit facility and term loan," said
Standard & Poor's credit analyst Robert Schulz.

                           Ratings List

                     Recovery Ratings Revised

                        General Motors Corp.

                                          To                 From
                                          --                 ----
   Senior Secured                         D                  D
     Recovery Rating                      1                  2

                   General Motors of Canada Ltd.

                                          To                 From
                                          --                 ----
   Senior Secured                         D                  D
    Recovery Rating                       1                  2

                        Ratings Withdrawn

                       General Motors Corp.

                                          To                 From
                                          --                 ----
   Senior Secured                         NR                 D
     Recovery Rating                      NR                 1

                   General Motors of Canada Ltd.

                                          To                 From
                                          --                 ----
   Senior Secured                         NR                 D
    Recovery Rating                       NR                 1


GENMAR HOLDINGS: Taps Fredrikson & Byron as Bankruptcy Counsel
--------------------------------------------------------------
Genmar Holdings, Inc., and its debtor-affiliates ask the
Bankruptcy Court District of Minnesota for authorization to employ
Fredrikson & Byron, P.A as counsel.

Fredrikson & Byron will, among other things:

   a) analyze the Debtors' financial situation and render advice
      and assistance in determining how to proceed, which has
      included advice, negotiation and preparation of documents
      for a Chapter 11 filing;

   b) assist with preparation of filing of the petition, exhibits,
      attachments, schedules, statements, and lists, for stay
      motions, and other documents required by the Bankruptcy
      Code, the Bankruptcy Rules, the Local Rules or the Court in
      the course of these bankruptcy cases; and

   c) represent the Debtors at the meeting of creditors.

James L. Baillie, a shareholder at Fredrikson & Byron, tells the
Court that the firm received a $200,00 retainer of which $94,250
was applied on May 29, for prepetition fees, leaving a balance of
$105,749.  The Debtors also advanced $22,858 for payment of the
filing fees.  To the extent there are any unpaid fees and costs
for the few days prior to the filing date, those fees and costs
will be included and fully disclosed in Fredrikson & Byron's first
interim fee application.

Mr. Baillie assures the Court that Fredrikson & Byron is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Baillie can be reached at:

     Fredrikson & Byron, P.A
     200 South Sixth Street
     Minneapolis, MN 55402-1425
     Tel: (612) 492-7310

                     About Carver Italia, LLC

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
manufacture recreational boats.  The Debtors filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No.
09-33773, and 09-43537).  James L. Baillie, Esq., and Ryan Murphy,
Esq., at Fredrikson & Byron, PA, assist the Debtors in their
restructuring efforts.  The Debtors listed $10 million to $50
million in assets and $100 million to $500 million in debts.


GLOBAL CASH: Share Repurchases Won't Affect S&P's 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Rating Services said that its ratings on Las
Vegas-based Global Cash Access Inc. (GCA; BB-/Stable/--) are not
affected by the company's recent announcement that it had
repurchased approximately 5.8 million common shares from company
founder Robert Cucinotta and sent a notice of its intent to redeem
about 6.7 million of shares held by founder Karim Maskatiya on or
before Sept. 22, 2009.  GCA initiated these actions in an attempt
to avoid the loss of regulatory approval to provide products and
services at Native American gaming establishments in Arizona.

In Standard & Poor's opinion, GCA's cash balance, which totaled
about $71 million at March 31, 2009, combined with solid free cash
flow characteristics, provides sufficient cushion to absorb
potential cash outflows associated with these share repurchases,
which are likely to be funded through a combination of cash and
debt. S&P also note that GCA may not need to purchase all of the
shares held by Mr. Maskatiya if he chooses to sell all or part of
them in the open market prior to the redemption date.  However,
depending on the amount of shares repurchased by the company,
near-term financial flexibility could be somewhat limited due to
financial maintenance covenants contained in the company's senior
secured credit facility.  Additionally, if the elimination of
these shareholders' ownership interests in GCA does not alleviate
the concerns of the Arizona Department of Gaming, S&P could
reassess S&P's view of the rating.


GRAHAM PACKAGING: General Partner OKs Option Grant to CEO Burgess
-----------------------------------------------------------------
BCP/Graham Holdings L.L.C., the General Partner of Graham
Packaging Holdings Company, approved on June 17, 2009, the grant
of an option to purchase a total of 50 limited partnership units
of the Company to Mark S. Burgess, the Company's Chief Executive
Officer.  The Option, which was issued under the Company's 2008
Management Option Plan, has an exercise price of $25,122 per
limited partnership unit.

Provided that Mr. Burgess remains continuously employed by the
Company through the date on which Blackstone Capital Partners III
Merchant Banking Fund L.P., Blackstone Offshore Capital Partners
III L.P. and their affiliates -- other than the Company and its
subsidiaries -- sell their entire interest in the Company and
Graham Packaging Company, L.P. -- a "Liquidity Event -- the Option
will become exercisable in accordance with the following schedule
based upon the multiple of invested capital achieved in connection
with the Liquidity Event.

   Multiple of              Percent of Option that
   Invested Capital         becomes Exercisable
   ----------------         ----------------------
         2.50x                        100%
         2.25x                         75%
         2.00x                         50%
         1.75x                         25%
         1.50x                          0%

Values between those listed in the schedule will be interpolated.

The Option, which will expire after 10 years, also provides that
if Mr. Burgess' employment is terminated by the Company without
cause or by Mr. Burgess for good reason and a Liquidity Event
occurs within one year of his termination of employment, then the
Option will become immediately exercisable upon the Liquidity
Event.  In the event of the termination of Mr. Burgess' employment
for any reason other than cause, the Option will expire upon the
earlier of the end of the 90-day period following his termination
or the end of the 10-year option term.  If Mr. Burgess' employment
is terminated for cause, he will immediately forfeit all
outstanding options.

Until the later of the fifth anniversary of the date of grant of
the Option or 100 days following a public offering of the
Company's equity securities, any units issued upon the exercise of
the Option will be subject to the Company's right to call the
units at fair market value for a period of 90 days from Mr.
Burgess' termination of employment.  If, however, Mr. Burgess'
employment is terminated for cause, the Company will have the
right to purchase such shares at the lesser of cost or fair market
value.

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Blackstone Group, an investment firm, is the majority owner of
Graham Packaging Holdings company.

As reported by the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service assigned a B1 rating to the new
revolving credit facility and term loan C of Graham Packaging,
L.P.  Moody's also affirmed the B2 Corporate Family Rating and
stable outlook.  The rating is in response to the company's
announcement that it had amended the terms and maturity of its
term loan and revolver.  The amendment extended the maturity of a
$1,200 million of Graham's existing term loans from October 2011
to April 2014 and extended the maturity of $125 million of
Graham's existing $250 million revolving credit facility from
October 2010 to October 2013.  The interest rate on the new
facilities is 425 basis points above LIBOR.


HARTMARX CORP: Emerisque and SKNL Buyout to Close by July 7
-----------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois approved the sale of substantially all of the assets of
Hartmarx Corporation to Emerisque Brands UK and SKNL North
America, B.V., for a total transaction value of roughly
$119 million.

Emerisque Brands and SKNL expect the transaction to close July 7,
2009.

"We are pleased that the Court, with the unanimous support of the
Company and its lenders, agreed that our going concern bid is in
the best interest of the estate and all of Hartmarx's
stakeholders," Emerisque Brands and SKNL said in a statement.

"Once the transfer of assets is complete, SKNL and Emerisque look
forward to revitalizing the iconic American brands that constitute
the Hartmarx portfolio.

"We are confident about returning Hartmarx to profitability and to
fulfill its potential in the U.S. and in the global marketplace
with the continued support of all constituencies involved."

                    About Hartmarx Corporation

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

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


HAWAII SUPERFERRY: U.S. Trustee Creates 3-Member Creditors Panel
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, named
three creditors to the Official Committee of Unsecured Creditors
in the bankruptcy cases of HSF Holding, Inc. and Hawaii
Superferry.

The Committee members are MTU Detroit Diesel, Inc.; Entrix, Inc.;
and Laird Christianson Advertising.  Wilmington, Delaware-based
HSF Holding Inc. operates as the parent company of Hawaii
Superferry, Inc., a Hawaiian inter-island ferry service expected
to commence operations in early 2007.  The Company is planning to
use the latest generation of large, high-speed roll-on/roll-off
catamaran ferries.  The ferries will be used to transport
travellers from island to island as well as transport agricultural
and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  When
the Debtors sought protection from their creditors, they listed
both assets and debts between $100 million and $500 million.

The U.S. Trustee for Region 3 will convene a meeting of creditors
under Section 341 of the Bankruptcy Code on July 1, 2009.


HAWAII SUPERFERRY: Court Approves Donlin Recano as Claims Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Hawaii Superferry Inc. and HSF Holding Inc. to employ Donlin
Recano & Company LLC as their claims agent.

The firm is expected to, among other things:

   a) serve as the Court's noticing agent to mail notices to the
      estate's creditors and parties in interest;

   b) provide computerized claims, objection and balloting
      database services;

   c) provide expertise, consultation and assistance in claim and
      ballot processing and other administrative information; and

   d) provide disbursement services with respect to the Debtor's
      bankruptcy case, if requested.

The Debtors assured the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  When
the Debtors sought protection from their creditors, they listed
both assets and debts between $100 million and $500 million


HAWKER BEECHCRAFT: Bank Debt Trades at 32% Discount
---------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 67.81 cents-on-
the-dollar during the week ended June 26, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.69 percentage points from
the previous week, the Journal relates.   The loan matures
March 26, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

As reported by the Troubled Company Reporter on June 19, 2009,
Moody's Investors Service adjusted ratings on certain debt
instruments of Hawker Beechcraft Acquisition Company LLC's to
reflect the company's capital structure following its recent
tender transaction; senior secured bank facilities were affirmed
at B3; senior unsecured cash-pay and PIK-election notes were
upgraded to Caa3 from Ca; and subordinated notes were affirmed at
Ca.  The company's outlook (stable) and liquidity rating (SGL-3)
are unaffected by these actions.

The TCR said on June 16 that Moody's affirmed Hawker Beechcraft's
Corporate Family Rating of Caa2 and revised the company's
Probability of Default rating to Caa2/LD from Ca.  At the same
time, the rating on company's cash-pay senior unsecured notes was
lowered to Ca from Caa3.  The rating outlook was revised to stable
from developing and the Speculative Grade Liquidity rating was
left unchanged at SGL-3.  The actions follow conclusion of the
company's tender offer for portions of its junior debt capital, a
transaction Moody's deemed to be a distressed exchange leading to
a declaration of a limited default.


HAYES LEMMERZ: Court Establishes July 27 General Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
July 27, 2009, at 5:00 p.m. (prevailing Eastern Time) as the
general bar date for the filing of proofs of claim, including
Section 503(b)(9) claims, in Hayes Lemmerz International, Inc.,
and its debtor-affiliates' bankruptcy cases.

The governmental bar date is November 9, 2009, at 5:00 p.m.
(prevailing Eastern Time).

Proofs of claim must be delivered so as to be received on or
before the applicable bar date, at:

     a) If by First-Class Mail:

     The Garden City Group, In.
     Attn: Hayes Lemmerz International, Inc.
     P.O. Box 9000, #6531
     Merrick, NY 11566-9000

     b) If by Hand Delivery or Overnight Courier:

     The Garden City Group, Inc.
     Attn: Hayes Lemmerz International, Inc.
     105 Maxess Road
     Melville, NY 11747

                        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.


HC INNOVATIONS: Management Expects to Meet Capital Needs
--------------------------------------------------------
Management of HC Innovations, Inc., believes that the Company will
be successful in its efforts to adequately meet its capital needs
and continue to grow its businesses, despite an adverse opinion by
its independent auditors raising substantial doubt about the
Company's ability to continue as a going concern.

CCR LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC
Innovations, Inc., to continue as a going concern.  The auditor
noted that the Company has a working capital deficiency of roughly
$9.6 million as of December 31, 2008, has had net losses of
roughly $14.5 million and $10.7 million for the years ended
December 31, 2008 and 2007, respectively, has an accumulated
deficit of approximately $30.4 million as of December 31, 2008.

The Company explained in a recent regulatory filing with the
Securities and Exchange Commission that the cumulative losses to
date are largely a result of business development and start up
costs associated with expanding the Company's operations, largely
driven by new contracts as well as significant investment in
building the corporate infrastructure to support the Company's
expansion.  According to the Company, during 2008, it was
successful in expanding relations with existing customers.

At March 31, 2009, the Company had $4,813,449 in total assets and
$22,286,630 in total liabilities, resulting in $17,473,181 in
stockholders' deficit.  The Company posted a net loss of
$6,522,186 for the three months ended March 31, 2009, compared to
a net loss of $3,607,052 for the same period last year.

HC Innovations filed with the SEC Amendment No. 1 on Form 10-K/A
to amend the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2008.  The original report was filed on
March 27, 2009.  The Amendment relates to "Item 10: Directors,
Executive Officers and Corporate Governance," "Item 11: Executive
Compensation, Item 13: Certain Relationships and Related
Transactions, and Item 15: Exhibits.  In addition, new
Certifications are filed as exhibits to the Amendment.  The
Amendment is filed in response to comment letter the Company
received from the staff of the Commission on the Original Filing.
A full-text copy of the Amended Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3e4b

The Company also filed Amendment No. 1 on Form 10-Q/A to amend its
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2009.  The original report was filed on May 15, 2009.  The
Amendment relates to "Part I, Item 2: Management's Discussion and
and Analysis of Financial Condition and Results of Operations" and
Part I, Item 4: Controls and Procedures.  In addition, new
Certifications are filed as exhibits to the Amendment.  The
Amendment is filed in response to comment letter the Company
received from the staff of the Commission on the Original Filing.
A full-text copy of the Amended Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?3e4c

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.


HIGGSCORP A CORPORATION: Case Summary & 2 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Higgscorp a Corporation
        PO Box 72
        Artesia, CA 90702

Bankruptcy Case No.: 09-24166

Chapter 11 Petition Date: June 24, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Andrew S. Bisom, Esq.
                  Law Offices of Andrew S. Bisom
                  695 Town Center Dr., Ste 700
                  Costa Mesa, CA 92626
                  Tel: (714) 245-8800
                  Email: abisom@bisomlaw.com

Total Assets: $2,483,000

Total Debts: $1,871,689

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

          http://bankrupt.com/misc/cacb09-24166.pdf

The petition was signed by Steve Higgs, president of the Company.


HOLLYWOOD THEATERS: S&P Raises Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on U.S. movie exhibitor Hollywood Theaters
Inc. by two notches.  The corporate credit rating was raised to
'B-' from 'CCC'.  These ratings were removed from CreditWatch,
where they were placed with developing implications June 2, 2009.
The rating outlook is stable.

S&P also raised the corporate credit rating on holding company
parent Wallace Theater Holdings Inc. to 'B-' from 'CCC' and
removed it from CreditWatch.  In addition, S&P affirmed its 'B-'
issue-level rating on Wallace's senior secured floating-rate notes
(this rating was not previously on CreditWatch).

"The ratings upgrade reflects S&P's reassessment of the company's
creditworthiness following its completion of its issuance of
$157 million of senior secured notes," explained Standard & Poor's
credit analyst Jeanne Mathewson.

Wallace plans to use proceeds of the notes to refinance the
existing $137.8 million of indebtedness at Hollywood.  Other
factors affecting the rating include the mature and highly
competitive nature of the industry and the company's exposure to
the fluctuating popularity of movies.  The rating also reflects
S&P's concern that proliferation of competing entertainment
alternatives and shorter periods in theatrical release prior to
home video and video-on-demand release could pressure U.S. movie
exhibitors' attendance trends over the long run.

In the first quarter of 2009, the company's revenue and EBITDA
increased 11% and 18%, respectively, from the prior year.  Lease-
adjusted leverage was high, at roughly 6.9x for the 12 months
ended March 31, 2009, but higher still, at about 9x, when
including debt-like preferred stock.  EBITDA coverage of interest
was 2.2x for the same period.  Pro forma for the proposed notes,
EBITDA coverage of interest falls to roughly 1.3x due to a higher
interest rate on the new notes.  Discretionary cash flow was
negative for the 12 months ended March 31, 2009, due to high
capital spending.  S&P expects capital spending to moderate.  Even
so, under an increased interest expense burden, discretionary cash
flow could range from modestly positive to modestly negative,
based on box office performance.


HORIZON BANK: Closed; Stearns Bank Assumes All of the Deposits
--------------------------------------------------------------
Horizon Bank, Pine City, Minnesota, was closed June 26 by the
Minnesota Department of Commerce, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Stearns Bank, National Association, St. Cloud,
Minnesota, to assume all of the deposits of Horizon Bank.

As of March 31, 2009, Horizon Bank had total assets of $87.6
million and total deposits of approximately $69.4 million.
Stearns Bank, N.A. paid a premium of 0.75 percent to acquire all
of the deposits of the failed bank.  In addition to assuming all
of the deposits of the failed bank, Stearns Bank, N.A. agreed to
purchase approximately $84.4 million of assets.  The FDIC will
retain the remaining assets for later disposition.

The FDIC and Stearns Bank, N.A. entered into a loss-share
transaction on approximately $65.1 million of Horizon's assets.
Stearns Bank, N.A. will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector.  The agreement also is
expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-954-9531.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/horizon.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $33.5 million.  Stearns Bank's, N.A. acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Horizon Bank is the 43rd FDIC-insured
institution to fail in the nation this year, and the first in
Minnesota.  The last FDIC-insured institution to be closed in the
state was First Integrity Bank, N.A., Staples, on May 30, 2008.


HUNTGAIN LLC: Wants to Hire Gordon Feinblatt as Counsel
-------------------------------------------------------
Huntgain LLC asks the U.S. Bankruptcy Court for the District of
Maryland for permission to employ Gordon, Feinblatt, Rothman,
Hoffberger and Hollander LLC as counsel.

The firm will advise management of the Debtor with respect to the
powers and duties of a debtor-in-possession in the continued
operation of its business and management of its property, among
other things.

The firm received a $76,039 retainer, $9,073 of which has been
applied to the payment of fees and expenses for prepetition
services on behalf of the Debtor.  The balance of the retainer
will be applied to compensation allowed by the Court for services
to the Debtor during the Chapter 11 case.

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

Timonium, Maryland-based Huntgain, LLC, filed for Chapter 11
on June 4, 2009 (Bankr. D. Md. Case No. 09-20152).  The Debtor
has assets and debts both ranging from $10 million to $50 million.


IKARIA ACQUISITION: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's assigned a B1 Corporate Family Rating to Ikaria
Acquisition Inc., the borrower and direct subsidiary of Ikaria
Holdings, Inc.  Moody's also assigned a B2 Probability of Default
Rating and a B1, LGD3, 33% to the $275 million (face value) credit
facility.  The rating outlook is stable.  This is the first time
Moody's has assigned public ratings to Ikaria.

The B1 Corporate Family Rating reflects the small size of the
company and single product concentration risk.  These factors are
offset by the modest leverage, strong cash flow generation and
very good liquidity.  The rating is also supported by Ikaria's
strong competitive positioning within its market niche treating
critically ill patients, which often have few treatment
alternatives.  Moody's believes this market has relatively high
barriers to entry and is subject to modest pricing/reimbursement
risk.  Other risks considered include a very high level of off-
label usage (the company can not legally market for off-label
indications), and the expiration of several key patents in 2013.
Moody's also anticipate that Ikaria's business development
activities will accelerate, however Moody's believe the company is
more likely to pursue licensing and technology transactions than
very large, debt funded acquisitions.

Ratings Assigned:

* Corporate Family Rating, B1

* Probability of Default Rating, B2

* $40 million senior secured revolver due 2012, B1, LGD3, 33%

* $235 million (face value) senior secured term loan due 2013, B1,
  LGD3, 33%

The outlook is stable.

Ikaria, headquartered in Clinton, New Jersey, develops and
manufactures products aimed at the critical care market.  The
company's current product, INOtherapy(R), delivers nitric oxide
for inhalation through a proprietary delivery system.  INOtherapy
is currently FDA approved for the treatment of hypoxic respiratory
failure in term and near-term infants.  The product is also used
in hospitals for the treatment of other respiratory conditions in
critically ill patients.  Ikaria is currently the only company to
offer this drug in the US.  For the twelve months ended March 31,
2009, Ikaria generated revenues of approximated $241 million.


IPAYMENT INC: Moody's Affirms 'B1' Corporate Family Ratings
-----------------------------------------------------------
Moody's lowered iPayment Inc.'s speculative grade liquidity rating
to SGL-3 from SGL-2 and revised its ratings outlook to negative
from stable due to very limited headroom under its bank financial
covenants, which constrains the company's liquidity profile as
well as weaker than expected financial results.  iPayment's B2
corporate family rating, B1 ratings on its senior secured credit
facilities, and Caa1 rating on its senior subordinated notes were
affirmed.

The negative ratings outlook reflects iPayment's reduced liquidity
profile as a result of very limited headroom under its credit
agreement's financial maintenance covenants and weaker than
expected financial performance over recent quarters.  Moody's
believes that further tightening of the financial covenant levels
later this year could result in further contraction in covenant
cushions or a possible covenant breach to the extent iPayment is
not able to repay debt as planned.

The B2 corporate family rating reflects iPayment's: i) high degree
of financial leverage; ii) very limited headroom for its financial
covenants under its bank credit agreement (which is expected to
decline even further given pending covenant step-downs); and iii)
small scale in the highly competitive merchant transaction
processing landscape relative to a number of large-scale
transaction processors.  Additionally, iPayment's B2 CFR is
constrained by its sole focus on the small merchant market, which
is more susceptible to failures in an economic downturn than
larger-scale merchants, which could lead to increased merchant
attrition rates and the potential for increased chargebacks
liabilities.

Conversely, iPayment's B2 CFR is supported by the company's high
degree of recurring transaction-based revenue stream from clients
under multi-year contracts, credit metrics which are appropriate
for its rating category, its good cash flow generation
capabilities, and its diverse customer base with minimal customer
concentration by size or sector

These ratings were lowered:

* Speculative grade liquidity rating to SGL-3 from SGL-2

This rating was affirmed:

* Corporate Family Rating at B2

* $60 million senior secured revolving credit facility due 2012 at
  B1 (LGD3, 36%)

* $475 million senior secured term loan due 2013 at B1 (LGD3, 36%)

* $195 million senior subordinated notes due 2014 at Caa1 (LGD5,
  89%)

The ratings outlook is negative.

The last rating action on iPayment was on September 22, 2006, when
Moody's assigned a Probability of Default rating of B2, as well as
upgraded the rating on revolving credit facility and senior
secured term loan to B1 from B2.

Headquartered in Nashville, Tennessee, iPayment, Inc., is a
merchant acquirer / processor that provides credit and debit card-
based payment processing services to small business merchants
located across the United States.  The company provides services
such as card authorization, data capture, settlement, risk
management, fraud detection and chargeback services.  The company
generated net-revenues (net of interchanges fees) of $340 million
for the last-twelve-month period ended March 31, 2009.


JOURNAL REGISTER: Court to Rule on Reorganization Plan by July 7
----------------------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court for
the Southern District of New York will rule on Journal Register
Company's Chapter 11 plan by July 7, after several creditors
objected the Plan.

The AP relates that while majority of creditors voted to approve
terms that Journal Register submitted, plans to pay executive
bonuses after the Company's emergence from bankruptcy protection
as well as a provision that would arrange a $6.6 million gift from
secured lenders to key suppliers have drawn criticism.

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the Official Committee of Unsecured Creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The Company
estimated $100 million to $500 million in total assets and
$500 million to $1 billion in total debts at the time of the
filing.


KABUTO ARIZONA: Gets Nod to Tap Engelman Berger as Counsel
----------------------------------------------------------
Kabuto Arizona Properties, LLC, obtained permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Engelman
Berger, P.C., as general counsel.

EB will be employed to work alongside McNutt Law Group, LLP, co
counsel, in rendering legal services for the Debtor.  Those
services include, (a) advising the Debtor with respect to its
powers and duties as debtor-in-possession; (b) representing the
Debtor in court hearings and meetings of creditors, (c) attending
meetings and negotiating with representatives of creditors, and
(iv) assisting the Debtor with the presentation of its schedules
and statements.

EB will be paid at these rates:

                       Hourly Rates
                       ------------
     Shareholders       $350-$425
     Associates           $250
     Paralegals           $150

All out-of-pocket costs and expenses will be reimbursed by the
Debtor.

EB may be reached at:

      David Wm. Engelman
      Scott B. Cohen
      Bradley D. Pack
      3636 North Central Avenue, Suite 700
      Phoenix, Arizona 85012

McNutt Law Group may be reached at

      Scott H. McNutt
      188 The Embarcadero, Suite 800
      San Francisco, California 94105

Kabuto Arizona Properties, LLC, owns a hotel and resort known as
Wigwam Golf Resort and Spa located in Litchfield Park, Arizona
It filed for Chapter 11 on May 22, 2009 (Bankr. D. Ariz. Case No.
09-11282).  David W.M. Engelman, Esq., at Engelman Berger, P.C.,
represents the Debtor in its restructuring efforts.  The Debtor
has tapped McNutt Law Group, LLP, as co-counsel.  The Debtor, at
the time of its filing, says it has assets and debts both ranging
from $50 million to $100 million.


LA BONITA OLE: Launches Campaign to Avoid SunTrust Foreclosure
--------------------------------------------------------------
After 17 years of providing a growing line of tortillas to the
eastern United States, La Bonita Ole may be facing a permanent
shift in owner/management.  In this regard, La Bonita Ole
President and CEO Tammy Young has launched a national campaign to
"Save The Tortillas" to save her company.

La Bonita Ole filed a voluntary Chapter 11 bankruptcy petition on
July 16, 2008, that allowed the company to restructure its debt
obligations under the auspices of SunTrust Bank.  Because of the
current credit crisis and a one-year growing pain impact, La
Bonita Ole, like many other solid, growing companies, was left
with insufficient funds to address its operating costs, after
seventeen years of consecutive expansion.  Filing for Chapter 11
enabled La Bonita Ole to continue to function, pay its bills and
creditors, and become profitable and solvent again.  The risk,
however, was that control of the company could be shifted out of
the hands of current management by SunTrust Bank whose current
plan is to sell the company.  If this happens, Ms. Young would be
divested of her interests.

"We do believe, had we been in a normal banking environment, our
company probably wouldn't be in the situation we are now," said
Ms. Young.  "We had growing pains that prompted us to borrow money
for capital.  Thankfully, SunTrust provided that need through an
unsecured $1.0M loan.  When the world financial crisis hit,
SunTrust and all other banks evaluated their loan portfolios.
SunTrust determined they needed La Bonita Ole, Inc. to find
funding to remove their unsecured exposure. The company has made
and continues to make every agreed upon payment since the first
day of all of its loans with SunTrust."

Ms. Young hopes that the "Save The Tortillas" campaign can
generate an overwhelming show of public support for the company
and her cause before the date of final judgment in court which is
August 19, 2009.  Ideally, this public support would influence
SunTrust Bank and the courts to allow the existing loans to remain
in the SunTrust portfolio.  The goal of the campaign is to make
SunTrust Bank a hero in the banking industry for allowing La
Bonita Ole to continue to thrive in their current state with Young
at the helm and with its current employees.

The campaign is using social media channels -- YouTube, Twitter,
Facebook, Digg, Flickr and Brand Tampa -- to spark and ignite a
movement to "Save The Tortillas" by sharing the company story,
raising awareness of the situation and inviting fans to show their
support and spread the word to save the tortillas.  The campaign
also has its own Web site -- http://www.savethetortillas.com/--
which includes a complete timeline of the company's history, past
and current financials, a petition as well as a list of ways the
public can support La Bonita Ole.

On the Net:

   http://www.savethetortillas.com
   http://www.youtube.com/savethetortillas
   http://www.twitter.com/savethetortilla
   http://www.facebook.com/pages/Save-The-
Tortillas/106550617936?ref=s
   http://www.brandtampa.com

                        About La Bonita Ole

Founded in 1992, Tampa-based La Bonita Ole makes tortillas.  La
Bonita Ole supplies over 20 major food retailers in 28 states,
does over $12 million in sales, and employs more than 40 people.


LAKEWEST GROUP: To Liquidate Business Under Chapter 7
-----------------------------------------------------
LakeWest Group LLC filed a petition to liquidate under Chapter 7
of the Bankruptcy Code before the U.S. Bankruptcy Court for the
District of Delaware (Case No. 09-12190) on June 26, 2009.

LakeWest, based in Cleveland, Ohio, is an independent management
consulting firm to retailers.  In its petition, LakeWest reported
assets ranging from $100,000 to $500,000 and debt ranging from
$1 million to $10 million.

According to Reuters, LakeWest's clients include Macy's and
Coldwater Creek Inc.

The case is In re: LakeWest Group LLC, U.S Bankruptcy Court,
District of Delaware, No. 09-12190. (Reporting by Santosh Nadgir
in Bangalore, Additional reporting by Caroline Humer in New York))


LAS VEGAS SANDS: Bank Debt Trades at 28% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 71.18 cents-on-the-
dollar during the week ended June 26, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.51 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
S&P's B- rating.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LEAR CORP: Bank Debt Trades at 30% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 69.72 cents-on-the-
dollar during the week ended June 26, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.43 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 both
Moody's and S&P's.

                      About Lear Corporation

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

                            *     *     *

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


LEAR CORP: Working on Prepackaged Bankruptcy
--------------------------------------------
Lear Corp. is working on a prepackaged bankruptcy, sources told
Dow Jones Newswires.

Lear is facing a $38 million interest payment on two bonds
Tuesday.  Lear may file for a traditional-style bankruptcy if a
prepackaged bankruptcy deal isn't reached, Dow Jones said.

Craig Trudell and Lauren Coleman at Bloomberg News report, citing
a person familiar with the matter, said Lear may file for
bankruptcy protection as early as June 29 and no later than
July 1.

Current lenders JPMorgan Chase & Co. reportedly will provide
debtor-in-possession financing.

The Troubled Company Reporter on June 26, 2009, said Stroock &
Stroock & Lavan LLP will represent the bondholders; and Simpson
Tchacher & Bartlett LLP will represent creditors.  Investment bank
Miller Buckfire & Co. is giving Lear Corp. advice.

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

On May 13, 2009, the Company entered into an amendment and waiver
under its primary credit facility, wherein the waiver of covenant
defaults under the primary credit facility would terminate if the
Company were to make any payments with respect to the senior
notes.  A full-text copy of the second amendment and waiver is
available for free at http://ResearchArchives.com/t/s?3a6e

                      About Lear Corporation

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

                            *     *     *

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


LENNAR CORP: Posts $125.2 Million in Second Quarter 2009
--------------------------------------------------------
Lennar Corporation reported results for its second quarter ended
May 31, 2009.  Second quarter net loss in 2009 was $125.2 million,
or $0.76 per diluted share, compared with a second quarter net
loss of $120.9 million, or $0.76 per diluted share, in 2008.

Stuart Miller, President and Chief Executive Officer of Lennar
Corporation, said, "During the second quarter, the housing market
experienced an uptick in sales of new homes, compared to the first
quarter, as more confident homebuyers took advantage of increased
affordability.  Declining home prices, historically low interest
rates and government stimulus programs, such as the $8,000 federal
tax credit and the $10,000 California state tax credit, created
unique purchasing opportunities and made it more compelling for
homebuyers to enter the market.  While we are sensing pent-up
demand in the market, rising unemployment, increased foreclosures
and tighter credit standards continue to present challenges for
the industry to generate sales at a more robust pace and at
stabilized pricing.  This combined with a recent spike in mortgage
rates has made it difficult to predict when the market will
ultimately turn the corner."

Mr. Miller continued, "During the second quarter, we strategically
focused on further enhancing our liquidity position as we ended
the quarter with $1.4 billion in cash and a responsible
homebuilding debt-to-total capital ratio, net of homebuilding
cash, of 32.9%.  We generated liquidity by reducing our completed,
unsold inventory by 53% to 626 homes from 1,321 homes at
February 28, 2009.  We also issued $400 million of senior notes,
retired $281 million of senior notes and generated proceeds of
$126 million from the issuance of common stock under an equity
draw-down program."

"We continue to focus on returning to profitability.  We have made
significant progress on right-sizing our business and have
aggressively reduced our overhead structure.  This was evident by
a 510 basis point improvement in S,G&A expenses as a percentage of
home sales, compared to the first quarter of 2009.  In addition,
we have made great strides in lowering our construction costs and
repositioning our product offering to target first-time and value-
focused homebuyers.  More efficient, smaller plans have been very
well received by our customers and continue to represent an
increased percentage of our deliveries."

Mr. Miller concluded, "As we continue our intense focus on
rebuilding homebuilding profitability and on cash generation, we
are well positioned with a strong balance sheet to navigate the
current market and to take advantage of opportunities as they
present themselves."

                      Results of Operations
           Three Months Ended May 31, 2009 Compared to
                 Three Months Ended May 31, 2008

Homebuilding

Revenues from home sales decreased 23% in the second quarter of
2009 to $788.6 million from $1,018.9 million in 2008.  Revenues
were lower primarily due to a 16% decrease in the number of home
deliveries, excluding unconsolidated entities, and an 8% decrease
in the average sales price of homes delivered in 2009.  New home
deliveries, excluding unconsolidated entities, decreased to 3,138
homes in the second quarter of 2009 from 3,729 homes last year.
In the second quarter of 2009, new home deliveries were lower in
each of the Company's homebuilding segments and Homebuilding
Other, compared to 2008.  The average sales price of homes
delivered decreased to $251,000 in the second quarter of 2009 from
$274,000 in the same period last year, primarily due to reduced
pricing.  Sales incentives offered to homebuyers were $52,600 per
home delivered in the second quarter of 2009, compared to $48,700
per home delivered in the same period last year.

Gross margins on home sales were $76.1 million, or 9.6%, in the
second quarter of 2009, which included $34.6 million of SFAS 144
valuation adjustments, compared to gross margins on home sales of
$88.4 million, or 8.7%, in the second quarter of 2008, which
included $73.6 million of SFAS 144 valuation adjustments.  Gross
margins on home sales excluding SFAS 144 valuation adjustments
were $110.7 million, or 14.0%, in the second quarter of 2009,
compared to $162.0 million, or 15.9%, in 2008.  Gross margin
percentage on home sales, excluding SFAS 144 valuation
adjustments, decreased compared to last year primarily due to
higher sales incentives offered to homebuyers as a percentage of
revenues from home sales as the Company focused on reducing its
completed, unsold inventory.

Selling, general and administrative expenses were reduced by
$44.4 million, or 28%, in the second quarter of 2009, compared to
the same period last year, primarily due to reductions in
associate headcount, variable selling expenses and fixed costs.
As a percentage of revenues from home sales, selling, general and
administrative expenses improved to 14.3% in the second quarter of
2009, from 15.4% in 2008.

Gross profits on land sales totaled $2.4 million in the second
quarter of 2009, net of $5.6 million of SFAS 144 valuation
adjustments and $1.8 million of write-offs of deposits and pre-
acquisition costs related to homesites under option that the
Company does not intend to purchase.  In the second quarter of
2008, losses on land sales totaled $5.4 million, which included
$2.1 million of SFAS 144 valuation adjustments and $6.6 million of
write-offs of deposits and pre-acquisition costs related to
homesites that were under option.

Equity in loss from unconsolidated entities was $59.9 million in
the second quarter of 2009, which included $50.1 million of SFAS
144 valuation adjustments related to assets of unconsolidated
entities in which the Company has investments, compared to equity
in loss from unconsolidated entities of $18.9 million in the
second quarter of 2008, which included $8.0 million of SFAS 144
valuation adjustments related to assets of unconsolidated entities
in which the Company has investments.

Other income (expense), net, totaled ($22.5) million in the second
quarter of 2009, which included $7.0 million of APB 18 valuation
adjustments to the Company's investments in unconsolidated
entities, compared to other income (expense), net, of
($47.9) million in the second quarter of 2008, which included
$46.9 million of APB 18 valuation adjustments to the Company's
investments in unconsolidated entities.

Minority interest income, net was $6.5 million and $0.2 million,
respectively, in the second quarter of 2009 and 2008.

Sales of land, equity in loss from unconsolidated entities, other
income (expense), net and minority interest income, net may vary
significantly from period to period depending on the timing of
land sales and other transactions entered into by the Company and
unconsolidated entities in which it has investments.

Financial Services

Operating earnings for the Financial Services segment was
$16.5 million in the second quarter of 2009, compared to an
operating loss of $3.0 million in the same period last year.
Improved consumer confidence and lower interest rates resulted in
increased volume and a higher profit per transaction in the
segment.  The segment was also able to leverage lower fixed costs
as a result of its successful cost reduction initiatives
implemented throughout the downturn.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues increased to 3.4% in the second quarter of 2009,
from 2.6% in 2008, primarily due to lower revenues.

Deferred Tax Asset Valuation Allowance

SFAS 109 requires a reduction of the carrying amounts of deferred
tax assets by a valuation allowance, if based on available
evidence, it is more likely than not that such assets will not be
realized.  As a result of its net loss during the three months
ended May 31, 2009, the Company generated deferred tax assets of
$44.4 million and recorded a non-cash valuation allowance in
accordance with SFAS 109 against the entire amount of deferred tax
assets generated.

Debt Repurchase/Debt Issuance

In March 2009, the Company retired its $281 million 7 5/8% senior
notes due March 2009 for 100% of the outstanding principal amount,
plus accrued interest as of the maturity date.

In April 2009, the Company issued $400 million of 12.25% senior
notes due 2017 in a private placement under SEC Rule 144A.

Equity Draw-down Program

As of May 31, 2009, the Company issued a total of 12.8 million
common shares of its Class A common stock under an equity offering
for gross proceeds of $126.3 million, or $9.86 per share.  The
Company is authorized to sell shares for up to $275 million under
the equity offering.  The Company will use the proceeds from the
equity offering for general corporate purposes.

             Six Months Ended May 31, 2009 Compared to
                   Six Months Ended May 31, 2008

Homebuilding

Revenues from home sales decreased 33% in the six months ended
May 31, 2009 to $1.3 billion from $2.0 billion in 2008.  Revenues
were lower primarily due to a 26% decrease in the number of home
deliveries, excluding unconsolidated entities, and a 10% decrease
in the average sales price of homes delivered in 2009.

New home deliveries, excluding unconsolidated entities, decreased
to 5,274 homes in the six months ended May 31, 2009 from 7,166
homes last year.  In the six months ended May 31, 2009, new home
deliveries were lower in each of the Company's homebuilding
segments and Homebuilding Other, compared to 2008.  The average
sales price of homes delivered decreased to $248,000 in the six
months ended May 31, 2009, from $276,000 in 2008, primarily due to
reduced pricing.  Sales incentives offered to homebuyers were
$51,800 per home delivered in 2009, compared to $48,400 per home
delivered in 2008.

Gross margins on home sales were $110.3 million, or 8.4%, in the
six months ended May 31, 2009, which included $75.3 million of
SFAS 144 valuation adjustments, compared to gross margins on home
sales of $225.1 million, or 11.4%, in the six months ended May 31,
2008, which included $99.8 million of SFAS 144 valuation
adjustments.  Gross margins on home sales excluding SFAS 144
valuation adjustments were $185.6 million, or 14.2%, in the six
months ended May 31, 2009, compared to $324.9 million, or 16.5%,
in 2008.  Gross margin percentage on home sales, excluding SFAS
144 valuation adjustments, decreased compared to last year,
primarily due to higher sales incentives offered to homebuyers as
a percentage of revenues from home sales as the Company focused on
reducing its completed, unsold inventory.

Selling, general and administrative expenses were reduced by
$118.3 million, or 36%, in the six months ended May 31, 2009,
compared to the same period last year, primarily due to reductions
in associate headcount, variable selling expenses and fixed costs.
As a percentage of revenues from home sales, selling, general and
administrative expenses improved to 16.3% in the six months ended
May 31, 2009, from 16.8% in 2008.

Losses on land sales totaled $8.1 million in the six months ended
May 31, 2009, which included $5.8 million of SFAS 144 valuation
adjustments and $12.1 million of write-offs of deposits and pre-
acquisition costs related to homesites under option that the
Company does not intend to purchase. In the six months ended
May 31, 2008, losses on land sales totaled $31.9 million, which
included $17.6 million of SFAS 144 valuation adjustments and
$23.4 million of write-offs of deposits and pre-acquisition costs
related to homesites that were under option.

Equity in loss from unconsolidated entities was $62.8 million in
the six months ended May 31, 2009, which included $50.1 million of
SFAS 144 valuation adjustments related to assets of unconsolidated
entities in which the Company has investments, compared to equity
in loss from unconsolidated entities of $41.9 million in the six
months ended May 31, 2008, which included $26.9 million of SFAS
144 valuation adjustments related to assets of unconsolidated
entities in which the Company has investments.

Other income (expense), net, totaled ($70.4) million in the six
months ended May 31, 2009, which included $44.2 million of APB 18
valuation adjustments to the Company's investments in
unconsolidated entities, compared to other income (expense), net,
of ($69.7) million in the six months ended May 31, 2008, which
included $76.5 million of APB 18 valuation adjustments to the
Company's investments in unconsolidated entities.

Minority interest income (expense), net totaled $8.3 million and
($16) thousand, respectively, in the six months ended May 31,
2009, and 2008.

Sales of land, equity in loss from unconsolidated entities, other
income (expense), net and minority interest income (expense), net
may vary significantly from period to period depending on the
timing of land sales and other transactions entered into by the
Company and unconsolidated entities in which it has investments.

Financial Services

Operating earnings for the Financial Services segment were
$17.0 million in the six months ended May 31, 2009, compared to an
operating loss of $12.7 million in the same period last year.
Improved consumer confidence and lower interest rates resulted in
increased volume and a higher profit per transaction in the
segment.  The segment was also able to leverage lower fixed costs
as a result of its successful cost reduction initiatives
implemented throughout the downturn.

Corporate General and Administrative Expenses

Corporate general and administrative expenses were reduced by
$6.1 million, or 10%, for the six months ended May 31, 2009,
compared to the same period last year. As a percentage of total
revenues, corporate general and administrative expenses increased
to 3.9% in the six months ended May 31, 2009, from 2.9% in the
same period last year, due to lower revenues.

Deferred Tax Asset Valuation Allowance

SFAS 109 requires a reduction of the carrying amounts of deferred
tax assets by a valuation allowance, if based on available
evidence, it is more likely than not that such assets will not be
realized.  As a result of its net loss during the six months ended
May 31, 2009, the Company generated deferred tax assets of
$102.2 million and recorded a non-cash valuation allowance in
accordance with SFAS 109 against the entire amount of deferred tax
assets generated.

The Company's financial statements are available at:

                 http://ResearchArchives.com/t/s?3e31

                       About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on April 28, 2009,
Moody's Investors Service assigned a B3 rating to the new
$400 million senior unsecured note offering of Lennar Corporation.
At the same time, Moody's affirmed the company's existing ratings,
including its corporate family rating at B2, the ratings on its
various issues of senior unsecured notes at B3, and its
speculative grade liquidity rating at SGL-2.  The ratings outlook
is changed to stable from negative.

According to the TCR, Fitch Ratings assigned a 'BB+' rating to
Lennar Corp.'s $400 million, 12.25% senior notes due June 1, 2017.
The Rating Outlook is Negative.

The TCR reported that Standard & Poor's Ratings Services also
assigned its 'BB-' rating to Lennar Corp.'s $400 million 12.25%
senior unsecured note issue, due 2017.  Concurrently, Standard &
Poor's determined that the debt offering and other recently
disclosed events would not immediately affect its corporate credit
rating on Lennar.


MAHALO ENERGY: Seeks to Use Cash, Borrow $2 Million
---------------------------------------------------
Mahalo Energy (USA) Inc. seeks permission from the U.S. Bankruptcy
Court for the Eastern District of Oklahoma to obtain postpetition
financing and use cash collateral.

Mahalo Energy seeks to obtain a $2,000,000 secured term loan from
Ableco Finance LLC, as lender and agent for the lenders.  The DIP
financing will be secured by liens on and security interests in
all of the Debtor's assets and will be guaranteed by Mahalo
Energy, Ltd., parent of the Debtor.  At the option of the Debtor,
the DIP loan will bear interest rate (i) at a base rate plus
11.55, with a base rate floor set at 5% or (ii) LIBOR plus 12.50%
with a LIBOR floor set at 3.5%.  The DIP loan will mature in about
three months or upon the sale of substantially all of the assets
of the Debtor.

Mahalo seeks to use its lenders' cash collateral for working
capital and general corporate needs over the next three month.
The Debtor will provide Ableco, as agent to prepetition lenders
owed not less than $73,019,220, adequate protection for any
diminution in value of their collateral.  The adequate protection
will be in the form of replacement liens and allowed superpriority
administrative claim.  The Debtor will also provide Wells Fargo
Bank, N.A., as hedge counterparty under a certain ISDA master
agreement, adequate protection.

The Debtor is required as part of the DIP financing to meet
milestones for an 11 U.S.C. Sec. 363 sale, including closing of a
sale within two months of the Debtor's bankruptcy filing.  Ableco
is permitted to be the stalking horse bidder at the auction for
the Debtor's assets.

While the Debtor said in its cash collateral motion that the
prepetition lenders have consented to the cash collateral use, it
filed an amendment motion to clarify that the lenders have not.

The Debtor's proposed budget provides that as of June 12, 2009,
the Debtor will have $1,930,400 in cash collateral.  Of this
amount, the Debtor proposes to pay $818,770 for "US Royalties".
Williams Production Mid-Continent Company, which operates natural
gas wells in which the Debtor has a working interest and which
claims to be a lien creditor, said it opposes to the use of
$818,770 to pay royalty and working interest owner.  Mid-Continent
also objected to the proposal to grant replacement liens to
secured creditors to the extent it trumps the liens of the
existing lien holders.

The Court has issued interim orders authorizing the Debtor to use
cash collateral pending a final hearing on the Motion.

                   About Mahalo Energy (USA) Inc.

Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations.  Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 on May 21, 2009 (Bankr.
E.D. Okla. Case No. 09-80795).  The Debtor filed for Chapter 11
following a default in its secured debt, resulting from increasing
commodity prices and failure to meet targets to overall production
levels.

Stephen W. Elliott, Esq., at Kline, Kline, Elliot & Bryant, PC,
represents the Debtor in its restructuring efforts.  The Debtor
listed $10 million to $50 million in assets and $100 million to
$500 million in debts.


MAP FINANCIAL: Recurring Losses Cues Going Concern Doubt
--------------------------------------------------------
Map Financial Group, Inc., reported a net loss of $121,880 on
revenues of $415,756 for the three months ended March 31, 2009.
It reported $2,047,825 in total assets and $2,388,597 in total
liabilities, all current, resulting in $340,772 in stockholders'
deficit.

Map Financial notes it has incurred recurring losses from
operations, and as of March 31, 2009, an accumulated deficit of
$373,502, the Company's current liabilities exceeded its current
assets by $608,830 and its total assets by $340,772.

According to the Company, these factors raise substantial doubt
about the Company's ability to continue as a going concern.

"Over the past year the Company's growth has been funded mainly by
our revolving credit agreement.  The Company expects that it will
need to raise substantial additional capital investment to
accomplish its business plan over the next several years.  In
addition, the Company may wish to selectively pursue possible
acquisitions of businesses, technologies or products complementary
to those of the Company in the future in order to expand its
presence in the marketplace and achieve operating efficiencies.
However there can be no assurance that these objectives will be
achieved," Map Financial explains.

The Company's subsidiaries entered into a master loan agreement
with MapCash Management, Ltd. in the amount of $10,000,000.
Advances and any unpaid accrued interest under the terms of the
agreement are due and payable on demand.  Interest is charged at a
rate of 15% per annum which is due and payable on the first day of
each January, April, July, and October.  The proceeds of the loan
shall be used solely for its working capital needs.  On March 5,
2009 the agreement was amended to include a provision indicating
the note will be due on July 10, 2010.

Map Financial Group, Inc. was incorporated under the laws of the
State of Nevada on June 27, 2008, to act as a holding company for
five indirect, wholly owned operating subsidiaries that provide
micro-lending services in the Caribbean.  Through the Operating
Subsidiaries, the Company offers short term micro-loans to the
employees of various governmental agencies and private companies
in the Commonwealth of Dominica, Antigua and Barbuda, St. Lucia,
St. Vincent and the Grenadines and Grenada.

Map Financial Group's wholly owned subsidiary is FastCash
International Limited, and its wholly owned subsidiaries are
FastCash International Limited: Financial Services Inc. located in
the Commonwealth of Dominica; FastCash (St. Lucia) Ltd.; FastCash
(Antigua) Ltd; FastCash Ltd (Grenada); Cash Express Ltd (St.
Vincent).


MARVIN-WAXHAW: Court Approves Mitchell & Culp as Attorney
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Marvin-Waxhaw Associates LLC to employ
Mitchell & Culp PLLC as its attorney.

The firm will provide legal advice with respect to its powers and
duties as debtor-in-possession in the continued operation of its
business and management of its property; to represent debtor in
lawsuits now pending against debtor; and to perform all other
legal services for debtor as debtor-in-possession which may be
necessary herein.

Papers filed with the Court did not disclose the firm's
compensation rates.

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

Weddington, North Carolina-based Marvin-Waxhaw Associates, LLC,
filed for Chapter 11 on June 5, 2009 (Bankr. W. D. N.C. Case No.
09-31455).  The Debtor has assets and debts both ranging from
$10 million to $50 million.


MASSEY ENERGY: S&P Changes Outlook to Negative; Keeps 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Richmond, Virginia-based Massey Energy Co. to negative
from stable.  At the same time, S&P affirmed its ratings on the
company, including the 'BB-' corporate credit rating.

The outlook revision reflects S&P's assessment that the company's
leverage ratio (debt to EBITDA) will likely exceed 4x in the next
few quarters, which is above S&P's comfort level for the rating.
This assessment is due to S&P's expectation that Massey will
produce around 39 million tons of coal this year and around the
same level in 2010, about 2 million tons less than in 2008.

"Because of the high fixed cost nature of the business, S&P don't
expect the cost of coal sales to decline significantly enough to
prevent EBITDA from declining below the level necessary to
maintain leverage below 4x," said Standard & Poor's credit analyst
Sherwin Brandford.

The rating on Massey reflects the company's limited geographic
diversity, difficult mining conditions in Central Appalachia, high
cost position, and somewhat aggressive financial policy.  Still,
the company is the largest producer of high-quality, low-sulfur
coal in Central Appalachia, and possesses an extensive reserve
base.

S&P considers Massey's business position weak and its financial
profile aggressive.

The negative outlook reflects S&P's expectation that coal demand
and spot pricing during 2009 will be lower than S&P previously
expected because of the economic downturn, resulting in leverage
increasing to around 5x over the next few quarters.  A downgrade
could occur if coal industry fundamentals weaken more than
expected or remain weak for a prolonged period, resulting in
leverage remaining above 4x for a sustained period of time.

S&P could revise the outlook back to stable if the company's
operating results exceed S&P's expectation over the next few
quarters resulting in leverage being maintained below 4x, or if
the company repays enough debt to keep leverage below that level
despite weaker results.  S&P would also revise the outlook to
stable if better than expected performance in 2010 results in
leverage declining to a level below 4x during that period.


MBIA INC: Moody's Downgrades Senior Debt Rating to 'Ba3'
--------------------------------------------------------
Moody's Investors Service has downgraded to Ba3, from Ba1, the
senior debt rating of MBIA, Inc.; the outlook is negative.
Additionally, the rating agency confirmed the Baa1 rating of
National Public Finance Guarantee Corporation (National) with a
developing outlook, concluding a review for possible upgrade
initiated on February 18, 2009, and changed the rating outlook of
MBIA Insurance Corporation and supported insurance subsidiaries to
negative.  These rating actions reflect further expected insured
portfolio deterioration at MBIA Insurance Corporation and the
uncertainty stemming from ongoing litigation challenging MBIA's
recent restructuring.

The rating actions have implications for the various transactions
wrapped and reinsured by National Public Finance Guaranty
Corporation as discussed later in this press release.

                   Rationale For Rating Actions

Moody's said that the confirmation of National's rating with a
developing outlook, despite its strong capital profile and
operational infrastructure, reflects the uncertainty caused by
ongoing litigation challenging the recent restructuring of the
group, and the extended timeframe over which such uncertainty may
persist.  Creditors and counterparties have sued MBIA, requesting
that the February 17, 2009 restructuring of the group that led to
National's capitalization with some of MBIA Insurance Corp's
resources be reversed.  Moody's noted that National's ability to
write new business may be substantially constrained while the
litigation remains outstanding, given the uncertainty as to its
outcome.  A resolution of the litigation that provides clarity on
the separation of National from MBIA Corp., without reducing the
current level of financial resources at National, could lead to an
upgrade of National's rating in the future.  On the other hand, a
resolution that jeopardizes the separation and/or diminishes the
financial integrity of National could lead to a downgrade; this
potential for divergent outcomes is reflected in Moody's
developing rating outlook for National.

The downgrade of MBIA Inc.'s senior debt rating to Ba3, and
downgrade of MBIA Insurance Corporation's surplus notes and
preferred stocks ratings reflects the continued severe stress
faced by MBIA Insurance Corp as a result of its exposure to ABS
CDOs and RMBS securities.  Taking account of recent performance
experience, Moody's updated estimates of losses for ABS CDOs show
substantial increases from prior estimates.  Estimated losses on
direct RMBS exposures have also increased, though not as
significantly.  Moody's expected losses for ABS CDOs and RMBS now
approximate 19% and 14.5%, respectively, of the associated par
outstanding, with losses under a stress scenario materially above
those levels.

Absent better loss development than currently anticipated by the
rating agency, Moody's believes that MBIA will likely pursue a
negotiated settlement of some of these exposures under terms
similar to a distressed exchange.  There is, however, meaningful
uncertainty about the actual losses that MBIA will incur due in
part to the lack of consensus about the direction of the economy
and its effect on portfolio credit performance.  The rating agency
noted that MBIA's loss reserves are substantially lower than
Moody's expected loss on ABS CDOs and RMBS transactions.  MBIA is
suing some mortgage lenders for breach of representations and
warranties and Merrill Lynch for fraudulent conduct in arranging
ABS CDO transactions, both actions could potentially materially
reduce losses to MBIA.

The downgrade of MBIA Inc.'s senior debt rating to Ba3 also
reflects the risks stemming from the ongoing litigations on the
group's restructuring, said Moody's.  A resolution of such
litigations in favor of the plaintiffs could potentially limit
MBIA Inc's access to National's resources or further link MBIA
Inc. to the fortunes of MBIA Insurance Corporation.

                 Treatment Of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors".

In light of the confirmation of National Public Finance Guarantee
Corporation's Baa1 rating, Moody's will also confirm the rating of
securities wrapped by National and reinsured municipal securities
of MBIA Insurance Corporation, unless they have higher published
underlying ratings.

The FGIC policies reinsured by National Public Finance Guaranty
Corporation are unaffected by the rating action as the reinsurance
agreement does not qualify for credit substitution under Moody's
methodology because it allows FGIC to terminate the reinsurance
agreement without a final payment being made by MBIA.

                     List Of Rating Actions

These ratings have been downgraded, with a negative outlook:

* MBIA Inc. -- senior unsecured debt at Ba3, from Ba1, provisional
  senior debt at (P) Ba3, from (P) Ba1, provisional subordinated
  debt at (P) B1, from (P) Ba2, and provisional preferred stock at
  (P) B2, from (P) Ba3;

* MBIA Insurance Corporation -- surplus notes to Caa3, from Caa2;
  and preferred stock to Ca, from Caa3;

This rating has been confirmed with a developing outlook:

* National Public Finance Guarantee Corporation (previously, MBIA
  Insurance Corporation of Illinois) -- Baa1 insurance financial
  strength, previously under review for possible upgrade.

The outlook on these firms was changed to negative:

* MBIA Insurance Corporation -- insurance financial strength at
  B3;

* Capital Markets Assurance Corporation -- insurance financial
  strength at B3;

* MBIA UK Insurance Limited -- insurance financial strength at B3;

* MBIA Mexico S.A. de C.V. -- insurance financial strength at B3;
  and national scale insurance financial strength at B1.mx;

The last rating action was on February 18, 2009, when Moody's
adjusted MBIA's ratings as a result of the firm's restructuring.

MBIA Inc. provides financial guarantees to issuers in the
municipal and structured finance markets in the United States, as
well as internationally.  MBIA also offers various complementary
services, such as investment management and municipal investment
contracts.


MCCLATCHY CO: Unveils Results of Private Exchange Offer
-------------------------------------------------------
The McClatchy Company announced the expiration and results of its
private exchange offer for its 7.125% Notes due 2011 (CUSIP No.
499040AM5), its 4.625% Notes due 2014 (CUSIP No. 499040AN3), its
5.750% Notes due 2017 (CUSIP No. 499040AP8), its 7.150% Debentures
due 2027 (CUSIP No. 499040AH6) and its 6.875% Debentures due 2029
(CUSIP No. 499040AL7).  The expiration for the Exchange Offer
occurred at 5:00 p.m., New York City time, on June 25, 2009.
McClatchy said the settlement date of the Exchange Offer was
Friday.

As of the Expiration Date, according to Global Bondholder Services
Corporation, the depositary for the Exchange Offer, the Company
received valid tenders from holders of roughly:

   -- $3.8 million aggregate principal amount of 2011 Notes,
   -- $11.1 million aggregate principal amount of 2014 Notes,
   -- $53.4 million aggregate principal amount of 2017 Notes,
   -- roughly $10.8 million aggregate principal amount of 2027
      Debentures, and
   -- roughly $23.8 million aggregate principal amount of 2029
      Debentures.

The Company has waived the Exchange Offer's minimum note amount
condition.  This minimum note amount condition required that the
Company issue at least an aggregate principal amount of
$50 million of its 15.75% Senior Notes due 2014 in exchange for
the Old Notes pursuant to the Exchange Offer.  As a result, the
Company will accept -- without proration -- for payment all Old
Notes that were validly tendered in the Exchange Offer.  The Old
Notes validly tendered and accepted will be exchanged into roughly
$3.4 million in cash, in the case of the 2011 and 2014 Notes, and
roughly $24.2 million in aggregate principal amount of the
Company's New Notes.

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded The McClatchy Company's
Probability of Default rating to Caa3 from Caa1 following the
company's announcement that it has commenced a private offer to
exchange up to $1.15 billion of outstanding senior unsecured and
unguaranteed notes and debentures for up to $60 million in cash
and up to $175 million of new 15.75% senior unsecured guaranteed
notes due 2014.  Moody's also downgraded the existing senior
unsecured note ratings to Ca (2011 notes) and C (2014, 2017, 2027
and 2029 notes), reflecting the expected loss from the exchange
offer and the high near term probability of default.


MCKINNEY AVENUE: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Mckinney Avenue Properties No. 2 LTD. filed with the U.S.
Bankruptcy Court for the Northern District of Texas a list of 20
largest unsecured creditors.

The Debtor's largest unsecured creditors are:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Heath S. Kasnetz               Services          $5,436,819
2711 Hibernia Street
Dallas, TX 75204-2555

Andrew Kasnetz                 Services          $152,243
2702 McKinney Ave., Ste. 200
Dallas, TX 75204

Dallas County Tax Assessor     Taxes             $48,185
PO Box 139066
Dallas, TX 75313

Meadows, Collier, Reed et al.  Services         $12,497

Frank Carabetta, Tribecca,     Tenant            $10,951
Tera K, LLC

Jessica Cha and Randy Kim      Tenant            $9,995

BK Ventures, LLC               Tenant            $7,200

Spin 4 Life                    Tenant            $6,698

Chipotle Mexican Grill         Tenant            $5,416

The Godsey Law Firm            Tenant            $5,000

Black's Guide                  Services          $4,300

Yaser Khalaf & Rafeek Khayal   Tenant            $4,000

Barbara Yevchak                Tenant            $4,000

Jason T. Jones                 Tenant            $3,650

Frank Carabetta                Tenant            $3,650

Switch Creative                Tenant            $3,280

Christian Fretheim             Tenant            $2,925

Sleep Trends                   Tenant            $2,895

Jay Gonzales                   Tenant            $2,895

Patti L. Granoff               Tenant            $2,695

Dallas, Texas-based McKinney Avenue Properties No. 2, LTD, and
West End Parking Co. Ltd filed for Chapter 11 on May 30, 2009
(Bankr. N. D. Tex. Case No. 09-33348 and 09-33219).  The Debtors
have assets and debts both ranging from $10 million to
$50 million.


MCKINNEY AVENUE: Taps Quilling Selander as General Counsel
----------------------------------------------------------
Mckinney Avenue Properties No. 2 LTD. asks the U.S. Bankruptcy
Court for the Northern District of Texas for permission to employ
Quilling, Selander, Cummiskey & Lownds, P.C., as general counsel.

The firm will:

   a) furnish legal advice to the Debtor with regard to its
      powers, duties and responsibilities as a debtor-in-
      possession and the continued management of its
      affairs and assets under chapter 11;

   b) prepare, for and on behalf of the Debtor, all necessary
      applications, motions, answers, orders, reports and other
      legal papers;

   c) prepare a disclosure statement and plan of reorganization
      and other services incident thereto;

   d) investigate and prosecute preference and fraudulent
      transfers actions arising under the avoidance powers of the
      Bankruptcy Code; and

   e) perform all other legal services for the Debtor which may be
      necessary herein.

The firm hourly rates are:

      Designation                  Hourly Rate
      -----------                  -----------
      shareholder                  $275-$350
      associates                   $150-$250
      paralegals                   $50-$105

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

Dallas, Texas-based McKinney Avenue Properties No. 2, LTD, and
West End Parking Co. Ltd filed for Chapter 11 on May 30, 2009
(Bankr. N. D. Tex. Case No. 09-33348 and 09-33219).  The Debtors
have assets and debts both ranging from $10 million to
$50 million.


METALDYNE CORP: Seeks to Employ Foley as Special Counsel
--------------------------------------------------------
Metaldyne Corp. and its affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Foley and Lardner LLP as conflicts and special counsel.

Foley is already familiar with the Debtors' business.  Foley has
represented the Debtors in numerous legal matters over the last
several years in nearly all aspects of their businesses.

In the Chapter 11 cases, Foley will handle matters which are not
appropriately handled by general bankruptcy counsel because of a
potential conflict of interest or, alternatively, which can be
more efficiently handled by Foley as the Debtors or general
bankruptcy counsel may request.

The Debtors may seek to utilize Foley's services as special
counsel with respect to any customer-related issues that may arise
in the Chapter 11 cases.  Because Foley has substantial experience
with certain of the Debtors' customers, and particularly the North
American original equipment manufacturers, which will fund the
debtor-in-possession financing facility, Foley's services, if
utilized, will be critical to the Debtors' reorganization and any
issues that arise with respect to that facility.

Foley's professionals who will provide work in the Chapter 11
cases are:

                                            Hourly Rate
                                            -----------
     Judy A. O'Neill, partner                 $675
     Victor A. Vilaplana, partner             $600
     Joanne Lee, bankruptcy counsel           $410
     Robert Nederhood, corporate              $305
     Olya Petukhova, bankruptcy counsel       $420
     Gary Steinbauer, litigation              $265
     Gregory M. Yatooma, corporate            $320

Judy A. O'Neill says the firm is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14).

                  About Metaldyne Corporation

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

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

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

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


METROPACIFIC BANK: FDIC Named Receiver; Sunwest Assumes Deposits
----------------------------------------------------------------
MetroPacific Bank, Irvine, California, was closed June 26 by the
California Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Sunwest Bank, Tustin, California, to assume all of
the deposits of MetroPacific Bank, excluding those from brokers.

MetroPacific Bank's sole office will reopen today, as a branch of
Sunwest Bank.  Depositors of MetroPacific Bank will automatically
become depositors of Sunwest Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers should continue to use their existing
branches until Sunwest Bank can fully integrate the deposit
records of MetroPacific Bank.

As of June 8, 2009, MetroPacific Bank had total assets of
$80 million and total deposits of approximately $73 million.
Sunwest Bank agreed to purchase virtually all of the failed bank's
assets.  The FDIC will retain any remaining assets for later
disposition.

Sunwest Bank will purchase all deposits, except about $6 million
in brokered deposits, held by MetroPacific Bank.  The FDIC will
pay the brokers directly for the amount of their funds.  Customers
who placed money with brokers should contact them directly for
more information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8275.  The phone number will be
operational this evening until 9:00 p.m., Pacific Daylight Time
(PDT); on Saturday from 9:00 a.m. to 6:00 p.m., PDT; on Sunday
from noon to 6:00 p.m., PDT; and thereafter from 8:00 a.m. to 8:00
p.m., PDT.  Interested parties can also visit the FDIC's Web site
at http://www.fdic.gov/bank/individual/failed/metropacific.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $29 million.  Sunwest Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  MetroPacific is the 44th FDIC-insured
institution to fail in the nation this year, and the fifth in
California.  The last FDIC-insured institution to be closed in the
state was First Bank of Beverly Hills, Calabasas, on April 24,
2009.


MGM MIRAGE: Annual Stockholders' Meeting Scheduled for August 4
---------------------------------------------------------------
The Annual Meeting of Stockholders of MGM MIRAGE will be held at
The Mirage in the Terry Fator Theatre, located at 3400 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, on August 4, 2009, at
10:00 a.m., Pacific Time.

At the Annual Meeting, stockholders will be asked to:

   (1) elect a Board of Directors;

   (2) ratify the selection of the independent registered public
       accounting firm for the year ending December 31, 2009;

   (3) consider a stockholder proposal if presented at the Annual
       Meeting; and

   (4) transact other business as may properly come before the
       meeting or any adjournments thereof.

One of the purposes of the annual meeting is to elect 13
directors, each of whom will serve until the next annual meeting.
The nominees are:

   * Robert H. Baldwin;
   * Willie D. Davis;
   * Kenny C. Guinn;
   * Alexander M. Haig, Jr.;
   * Alexis M. Herman;
   * Roland Hernandez;
   * Gary N. Jacobs;
   * Kirk Kerkorian;
   * Anthony Mandekic;
   * Rose McKinney-James;
   * James J. Murren;
   * Daniel J. Taylor; and
   * Melvin B. Wolzinger

The Audit Committee of the Board of Directors of the Company is
scheduled to meet prior to the Annual Meeting to select, subject
to ratification by the stockholders, the independent registered
public accounting firm to audit the consolidated financial
statements of the Company during the year ended December 31, 2009.
It is anticipated that the Audit Committee will select the firm of
Deloitte & Touche LLP, an independent registered public accounting
firm.  A representative of Deloitte & Touche LLP will be present
at the stockholders' meeting with the opportunity to make a
statement if he or she desires to do so and to respond to
appropriate questions.

The Office of the Comptroller of New York City -- custodian and
trustee of the New York City Employees' Retirement System, the New
York City Teachers' Retirement System, the New York City Police
Pension Fund and the New York City Fire Department Pension Fund,
and custodian of the New York City Board of Education Retirement
System -- wants the Board of Directors to issue a report to
shareholders, by June 30, 2010, at reasonable cost and omitting
proprietary information, on the Company's sustainability policies
and performance, including multiple, objective statistical
indicators.

Mr. Kerkorian's Tracinda Corporation holds 163,123,044 shares, or
37%, of the Company's common stock.  On May 19, 2009, Tracinda
purchased 14,285,714 shares of MGM MIRAGE Common Stock in an
underwritten public offering of 143,000,000 shares of Common Stock
for a per share price of $7.00.

In a regulatory filing with the Securities and Exchange
Commission, Tracinda disclosed that on June 26, 2009, it pledged,
as collateral under a Pledge Agreement, the 14,285,714 shares it
acquired pursuant to the May 2009 underwritten public offering of
164,450,000 shares of Common Stock (including shares issued on
exercise of an over-allotment option).

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?3e3c

Stockholders of record at the close of business on June 12, 2009,
are entitled to notice of and to vote at the annual meeting.

As reported by the Troubled Company Reporter on June 24, 2009, MGM
MIRAGE has concluded that there is no longer substantial doubt
about its ability to continue as a going concern as a result of a
series of transactions it executed in May 2009 to improve its
financial condition.  On May 19, 2009, as reported by the TCR, MGM
MIRAGE completed a public offering of 164.5 million shares of its
common stock at $7 per share, with proceeds of roughly
$1.1 billion.  In addition, the Company launched a private
placement of senior secured notes; $650 million of 10.375% senior
secured notes due May 2014 and $850 million of 11.125% senior
secured notes due November 2017.

In conjunction with the transactions, the company entered into
Amendment No. 6 and waiver to its senior credit facility, which
required the Company to: 1) permanently repay $826 million of the
credit facility, and 2) treat the $400 million in aggregate
repayment of the credit facility borrowings made as a condition to
Amendment No. 2 and Amendment No. 5 as a permanent prepayment of
the credit facility borrowings.

On June 15, 2009, MGM MIRAGE and U.S Bank National Association, as
trustee, entered into a Supplemental Indenture to the Indenture,
dated November 14, 2008, governing the Company's 13% Senior
Secured Notes due 2013.  Pursuant to a covenant under the
Indenture pertaining to sales of non-collateral assets of the
Company or any restricted subsidiary, the Company and its
restricted subsidiaries are restricted in their ability to, among
others, (i) sell assets not securing the Notes (including the
corresponding subsidiary guarantees) unless at least 75% of the
consideration received is in cash, cash equivalent or "deemed
cash" and (ii) use the net proceeds from such sale.

As a result of the Supplemental Indenture, the Covenant was
amended to provide that (i) the Covenant does not apply to the
sale of the Treasure Island Hotel & Casino consummated on
March 20, 2009, (ii) any indebtedness of the Company or any
restricted subsidiary of the Company (to the extent reflected in
the Company's or such restricted subsidiary's then most recent
consolidated balance sheet and excluding any indebtedness
subordinated in right of payment to the Notes or indebtedness owed
to the Company or any affiliate of the Company) validly released
in writing in exchange for the assets of the Company or such
restricted subsidiary will be "deemed cash" for purposes of the
75% cash consideration requirement under the Covenant, and (iii)
permitted uses of the net proceeds of non-collateral asset sales
would include payment (at a price not to exceed 100% of the
principal amount thereof and accrued but unpaid interest thereon)
of indebtedness that ranks equally with the Notes or any of the
corresponding subsidiary guaranty (including the Company's senior
revolving indebtedness to the extent the corresponding commitment
under the revolving facility is permanently reduced by a
corresponding amount).

In connection with the amendments to the Covenant set forth in the
Supplemental Indenture, the Company received the consent for the
adoption of such amendments from holders of a majority of the
outstanding Notes.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MICHAELS STORES: Bank Debt Trades at 8% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 79.21 cents-
on-the-dollar during the week ended June 26, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.54 percentage points
from the previous week, the Journal relates.   The loan matures
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended January 31, 2009 -- the Company posted a $5 million net loss
on $3.81 billion in net sales.


MIRAE BANK: Closed; Wilshire State Bank Assumes Deposits
--------------------------------------------------------
Mirae Bank, Los Angeles, was closed June 26 by the California
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Wilshire State Bank, Los Angeles, California, to
assume all of the deposits of Mirae Bank.

The five offices of Mirae Bank will reopen today as branches of
Wilshire State Bank.  Depositors of Mirae Bank will automatically
become depositors of Wilshire State Bank.  Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage.  Customers of both banks should continue to
use their existing branches until Wilshire State Bank can fully
integrate the deposit records of Mirae Bank.

As of May 29, 2009, Mirae Bank had total assets of $456 million
and total deposits of approximately $362 million.  In addition to
assuming all of the deposits of the failed bank, Wilshire State
Bank agreed to purchase approximately $449 million of assets.  The
FDIC will retain the remaining assets for later disposition.

The FDIC and Wilshire State Bank entered into a loss-share
transaction on approximately $341 million of Mirae's assets.
Wilshire State Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector.  The agreement also is
expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-1848. The phone number will be
operational this evening until 9:00 p.m., Pacific Daylight Time
(PDT); on Saturday from 9:00 a.m. to 6:00 p.m., PDT; on Sunday
from noon to 6:00 p.m., PDT; and thereafter from 8:00 a.m. to 8:00
p.m., PDT. Interested parties can also visit the FDIC's Web site
at http://www.fdic.gov/bank/individual/failed/mirae.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $50 million.  Wilshire State Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Mirae Bank is the 45th FDIC-insured
institution to fail in the nation this year, and the sixth in
California.  The last FDIC-insured institution to be closed in the
state was MetroPacific Bank, Irvine, earlier June 26.


NAVISTAR INT'L: Board Elects DuPont's Gulyas as Class II Director
-----------------------------------------------------------------
Diane H. Gulyas was elected to the Board of Directors of Navistar
International Corporation as a Class II director, effective
June 16, 2009.  Ms. Gulyas also was appointed a member of the
Board's Finance Committee.

Ms. Gulyas is a group vice president at E.I. DuPont de Nemours &
Company, responsible for DuPont's performance materials, which
contains four business units -- engineering polymers, packaging,
elastomers and films.  With annual revenues of approximately
$7 billon, the performance materials group is the largest of
DuPont's five business segments.

A graduate of the University of Notre Dame, Ms. Gulyas joined
DuPont in 1978 and spent her first 10 years in a variety of sales,
marketing, technical and systems development positions, primarily
in the company's polymers business. She later served as vice
president and general manager for DuPont advanced fiber business
and then group vice president of the $3 billion electronic and
communication technologies platform.  In April 2004, she was named
chief marketing and sales officer, where she was responsible for
corporate branding and marketing communications, market research,
e-business and marketing/sales capability worldwide. She was named
to her current position in April 2006.

"I am extremely delighted that Diane Gulyas is able to bring her
knowledge of  manufacturing, electronics and marketing as well as
her experience in  international operations to Navistar," said
Daniel C. Ustian, Navistar chairman, president and chief executive
officer.

The selection of Ms. Gulyas increases the number of Navistar board
members to 10.

In connection with Ms. Gulyas' election, the Board's Audit
Committee approved a related person transaction pursuant to the
provisions of the Company's Policy and Procedures with Respect to
Related Person Transactions pertaining to Ms. Gulyas' service as
fundraising chair of the United Way, Delaware.  During each of the
prior three fiscal years, the Company contributed in excess of
$120,000 to the United Way in support of its fundraising campaign
and expects to do so again this year.  None of the contributions
have gone to the United Way, Delaware.  Ms. Gulyas did not
influence in any manner the Company's contributions to the United
Way nor did she receive any direct or indirect material benefit
from that relationship.  Under the Policy, the Audit Committee
determined this relationship is not inconsistent with the best
interests of the Company and approved the transaction.

As a director of the Company, Ms. Gulyas will receive compensation
as a non-employee director in accordance with the Company's non-
employee director compensation practices.  This compensation
generally consists of an annual retainer in the amount of $60,000
-- 1/4 of which is to be paid in the form of restricted stock --
meeting attendance fees of $1,500 for each Board or Committee
meeting and an annual stock option grant of 4,000 shares.  The
initial cash and stock award to be received by Ms. Gulyas will be
pro-rated accordingly.

Separately, on June 16, Y. Marc Belton, a Class I director of the
Company, notified the Company that after 10 years of service he
intends to retire from the Board effective upon the conclusion of
the next scheduled meeting of the Board to be held on August 25,
2009.  His decision to retire was not as a result of any
disagreement with the Company or its management.


NAVISTAR INT'L: Files 2008 Annual Report for Four Employee Plans
----------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission annual reports on Form 11-K for the year ended
December 31, 2008, on four employee plans:

                                                       Net Assets
                                                        Available
                                                     For Benefits
                                                     ------------
   Navistar, Inc. 401(K) Plan for                    $143,658,475
   Represented Employees
   See http://ResearchArchives.com/t/s?3e3d

   IC Bus, LLC 401(k) Plan                            $17,053,724
   See http://ResearchArchives.com/t/s?3e3e

   Navistar, Inc. Retirement Accumulation Plan       $188,556,699
   See http://ResearchArchives.com/t/s?3e3f

   Navistar, Inc. 401(k) Retirement Savings Plan     $175,528,476
   See http://ResearchArchives.com/t/s?3e41

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover
approximately $1.8 billion of debt at NAV and $3.2 billion debt at
NFC as of January 31, 2009.


NEIGHBORHOOD COMMUNITY: Closed; CharterBank Assumes Deposits
------------------------------------------------------------
Neighborhood Community Bank, Newnan, Georgia, was closed June 26
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with CharterBank, West Point, Georgia, to assume all of
the deposits of Neighborhood Community Bank.

The four offices of Neighborhood Community Bank will reopen as
branches of CharterBank.  All of the offices will maintain normal
business hours.  Depositors of Neighborhood Community Bank will
automatically become depositors of CharterBank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branches until CharterBank can fully integrate the
deposit records of Neighborhood Community Bank.  Depositors of
Neighborhood Community Bank can access their money by writing
checks or using ATM or debit cards.  Checks drawn on the bank will
continue to be processed.  Loan customers should continue to make
their payments as usual.

As of March 31, 2009, Neighborhood Community Bank had total assets
of $221.6 million and total deposits of approximately
$191.3 million.  In addition to assuming all of the deposits of
the failed bank, CharterBank agreed to purchase approximately
$209.6 million of assets.  The FDIC will retain the remaining
assets for later disposition.

The FDIC and CharterBank entered into a loss-share transaction on
approximately $178.5 million of Neighborhood Community Bank's
assets.  CharterBank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector.  The agreement also is
expected to minimize disruptions for loan customers.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $66.7 million.  CharterBank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Neighborhood Community Bank is the 42nd
FDIC-insured institution to fail in the nation this year, and the
ninth in Georgia.  The last FDIC-insured institution to be closed
in the state was Community Bank of West Georgia, Villa Rica,
earlier June 26.


NEIMAN MARCUS: Bank Debt Trades at 25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 74.56
cents-on-the-dollar during the week ended June 26, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.41 percentage points
from the previous week, the Journal relates.  The loan matures
April 6, 2013.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's BB- rating.

Headquartered in Dallas, Texas, Neiman Marcus Inc.'s --
http://www.neimanmarcusgroup.com/-- operations include the
Specialty Retail Stores segment and the Direct Marketing segment.
The Specialty Retail Stores segment consists primarily of Neiman
Marcus and Bergdorf Goodman stores.  The Direct Marketing segment
conducts both online and print catalog operations under the Neiman
Marcus, Horchow and Bergdorf Goodman brand names.

                           *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Moody's Investors Service downgraded Neiman Marcus Group Inc.'s
long term ratings including its Probability of Default Rating to
Caa1 from B1, its Corporate Family Rating to Caa1 from B1, and its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  The
rating outlook is negative.

On March 5, 2009, Fitch Ratings affirmed the Issuer Default Rating
on Neiman Marcus, Inc., and its subsidiary, The Neiman Marcus
Group, Inc., at 'B' and revised the Rating Outlook to Negative
from Stable.  NMG had $3 billion of debt outstanding as of
January 31, 2009.  The TCR said February 9, 2009, that Standard &
Poor's Ratings Services placed its ratings on six department store
companies, including Neiman Marcus ("B+"), on CreditWatch with
negative implications.


NEW ORLEANS: Fitch Affirms 'B' Rating on Sewerage's Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to the New Orleans
Sewerage and Water Board, Louisiana's (the board) $24.5 million
sewerage service refunding bonds, series 2009.  In addition, Fitch
affirms the 'BBB-' rating on the board's $160.7 million in
outstanding sewer revenue bonds.  Fitch also takes this rating
action on the New Orleans Sewerage and Water Board:

  -- Water system revenue bonds affirmed at 'B' ($38.8 million
     outstanding);

  -- Drainage system bonds affirmed at 'BBB' ($22.7 million
     outstanding).

The Rating Outlook for the sewer system revenue bonds and water
system revenue bonds is revised to Stable from Positive, while the
Outlook on the drainage system bonds remains Positive.

The series 2009 bonds are secured by a gross pledge of sewer
system revenues and are on parity with the outstanding sewer
system revenue bonds.  Proceeds will be used to refund the board's
$24 million sewerage service refunding bond anticipation notes,
series 2006 outstanding, and pay issuance costs.  The bonds are
scheduled for a negotiated sale on or about July 6.

The 'BBB-' rating on the sewer revenue bonds reflects improvement
in the financial position of the sewer fund, including a marked
increase in liquidity.  This improvement has been the result
largely of a series of sewer rate hikes, beginning in 2003, which
have aided cash flow as the board has struggled to recover from
the effects of Hurricane Katrina in fall 2005.  The revision in
the Outlook to Stable from Positive for the water and sewer
systems reflects weaker than expected 2008 results for both
systems, as well as the ongoing financial support that the sewer
system is making to the water system, which has yet to establish a
sound financial footing.  The Outlook remains Positive for the
drainage system bonds due to the property tax revenue support for
both debt service and operations, the recovery in the city's tax
base since 2005 and the prospect for continued gains, and
improvement in property tax collections over the same period.

The rebound in sewer revenues since 2005 has enabled the system to
meet its obligations and increase liquidity over this period.
Available revenues (after operating expenses) generated debt
service coverage of 1.1 times (x) in 2008, and cash and
investments totaled $22.1 million or the equivalent of 189 days of
expenditures.  Fitch has cited liquidity as a credit concern for
both the water and sewer systems historically; as recently as 2004
sewer system cash and investments totaled only $5.3 million at
year-end.  The sewer rate increases consisted of 15% hikes in both
2003 and 2004, and 14% increases in 2005 and 2006.  Despite the
improved financial position, Fitch notes that the sewer system --
along with the water and drainage systems -- are not generating
surplus revenues sufficient to make a significant contribution
toward the sizable capital needs of each system.  As capital needs
are deferred, the potential for service interruptions and
increased costs in the future climbs.

The drainage system bond rating reflects continued stabilization
of property tax revenue collections and continued, albeit slower,
tax base growth.  The board's drainage system bonds and operations
are supported by three property tax millages.  Since 2005 the tax
collection rate has steadily improved as the city's population
count has climbed.  Current collections for 2008 were roughly 85%,
which is not markedly different from historical collections.
Meanwhile, the water fund continues to struggle as recurring
revenues fall short of meeting both operational and debt service
requirements.  While Fitch notes that the water system
historically has posted annual net losses (including deprecation
expenses), the losses climbed steeply in 2005 and have remained
elevated, exceeding $35 million in both 2007 and 2008.  While
water system working capital remains negative, liquidity turned
positive in 2008, with cash and investments totaling $5.1 million.
The board and New Orleans City Council approved a series of water
rate increases in March, 2007, which by 2011 will boost water
charges by more than 50% cumulatively.  Fitch believes that the
combination of these rate hikes and a steady increase in customer
count eventually will stabilize the water system operations; until
then, however the water system will continue to rely on other
resources to provide financial support.

Operations in all three systems following Hurricane Katrina were
aided by federal community disaster loan proceeds, which totaled
$62 million.  Likewise, debt service payments through June 2008
were supported by tax credit bond proceeds totaling $77.5 million.
All systems have very large future capital needs, which result
from a combination of storm damage and aging infrastructure.
Estimated capital costs for all three systems through 2013 total
roughly $2.2 billion, with anticipated funding projected to cover
slightly less than one-half of the costs.  Of the $1.04 billion in
projected available funds, $764 million is a contribution from the
U.S. Corps of Engineers for drainage work.  Cumulative short-term
and long-term capital needs, as estimated by the board's
consulting engineer, total $5.7 billion.  The current customer
base of more than 117,000 has shown steady growth since June 2008
when a program to aggressively pursue and close inactive accounts
peaked, and the customer count now exceeds 80% of the pre-Katrina
total of more than 140,000.

The U. S. Census Bureau recently revised upwards by 20% its July
2007 city population estimate to about 288,000.  The most recent
estimates put the city's population at between 300,000-325,000, or
nearly 70% of the pre-storm total.  While employment levels in the
metropolitan area have shown a gain of more than 8% since 2006,
they remain about 15% below pre-storm totals.  The latest city
unemployment rate of 7.5% (April 2009) was up sharply from last
year, but still was less than the national average for the month
(8.6%).

The federal Road Home Program is largest of the numerous federal
and state financial assistance efforts and targets the most
pressing need in post-Katrina New Orleans -housing.  Over the past
12 months the number of closings has accelerated; the most recent
program totals cite roughly 124,000 closings, or nearly 90% of the
total number of applications.  The program to date has disbursed
$7.9 billion for residential rebuilding efforts in coastal areas
of Louisiana.

The city's economy continues to recover, although the pace appears
to have slowed due to the recession.  The city reports that
tourism traffic has picked up for major events, as evidenced by
the estimated 1 million visitors for the 2009 Mardis Gras
celebration (up 25% from 2008).  The number of hotel rooms in the
metropolitan area now exceeds 85% of the more than 38,000 rooms
that existed before the storm.  Convention Center bookings have
leveled off and attendance totals have declined in recent months
due to the recession; economic weakness across the U.S. also has
affected hotel occupancy levels, which began showing weakness
during the final quarter of 2008.  Taxable values have rebounded,
climbing more than 10% in 2007 and jumping nearly 38% in 2008
thanks to citywide reappraisals.  The increase for 2009 was more
modest at slightly more than 2%. Property tax collections also
have improved; for 2008 current collections totaled more than 85%
of the levy amount, which is approaching historical averages.

Improvements to infrastructure and service delivery systems have
occurred, although much work remains to be done.  The city reports
that the number of police officers is approaching pre-Katrina
totals, and a renovated municipal courts facility recently opened.
Also, it is estimated that only 50% of pre-storm hospital beds
currently are available in the area.  Long-term health care
improvement is evident in the U.S. Department of Veterans Affairs'
and Louisiana State University partnering to construct a
$2 billion medical center in downtown New Orleans; construction is
expected to begin later this year when acquisition of all property
is completed, and completion is expected in 2-3 years.  While more
than 80 charter and non-charter schools are currently open in the
city, nearly 50 schools remain closed.  The state took over the
majority of public schools in the city from the long-troubled
Orleans Parish School Board after Katrina.


NORTH AMERICAN TECH: Dec. 28 Balance Sheet Upside-Down by $8.48MM
-----------------------------------------------------------------
North American Technologies Group Inc. filed one week apart with
the Securities and Exchange Commission its annual report for the
year ended September 28, 2008 (filed June 12) and its quarterly
report on Form 10-Q for the period ended December 28, 2008.

As of December 28, 2008, the Company had a cash balance of
$926,826 and a negative working capital balance of $2,750,893.
For the three months ended December 28, 2008 and the year ended
September 28, 2008, the Company incurred net losses of $1,473,436
and $2,924,340, respectively.  The Company's operating activities
provided cash of $436,127 for the three months ended December 28,
2008, and used cash of $2,454,089 for the year ended September 28,
2008.  The Company could incur losses for the foreseeable future.

At December 28, 2008, the Company had $17,078,208 in total assets
and $25,565,043, resulting in $8,486,835 in stockholders' deficit.

The Company said it has significant cash needs.  Beginning
October 1, 2008, the Company was required to pay quarterly
interest in cash on the construction loan with Opus 5949 LLC.  On
October 31, 2009, the Company will be required to repay the
$2,000,000 bridge loan, together with interest.  The Company also
has a commitment to pay in 2009 approximately $740,000 for the
remaining purchase price of equipment on order with a supplier.
Additionally, the Company will have to fund its working capital
needs, potential operating losses, and capital expenditures.  The
Company's viability and ability to pay or refinance its debt
obligations, particularly to pay cash interest quarterly on the
Construction Loan and repay the Bridge Loan, together with
interest thereon, and to maintain adequate liquidity, depend on a
number of factors.

According to the Company, the factors include the ability to
maintain adequate production volumes, the reduction of equipment
failures that disrupt production, the willingness of customers to
continue to purchase ties and pay prices that yield positive gross
margins, the willingness of customers to agree upon an orderly
schedule for the replacement of ties that the Company has agreed
to replace, the procurement of raw materials at reasonable prices,
and the continued collection of accounts receivable in a timely
manner.  The Company's inability to achieve any of the factors
could, and most likely would, have a material and adverse effect
on its liquidity.  There can be no assurances that the Company's
activities will be successful or that the Company will ultimately
achieve sustained profitability.  Accordingly, the Company may
have to continue funding future cash needs through financing
activities.

To date, the Company has no financing arrangements and no
commitments to obtain any financing arrangements.  There can be no
assurance that the Company will be able to secure financing and
that financing, if secured, will contain terms which are favorable
to the Company and be sufficient to enable the Company to fund
operations and pay debts.  If the Company raises capital by
issuing new common stock or securities convertible into common
stock, the percentage ownership of its current stockholders would
be reduced, unless the existing stockholders participate in
providing such additional capital.  Also, any new securities may
have rights, preferences or privileges senior to those of the
current common stockholders.

The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.  In its audit report dated June 12,
2009, KBA Group LLP in Dallas, Texas, the company's independent
auditor, raised substantial doubt about the Company's ability to
continue as a going concern.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?3e33

A full-text copy of the Company's Form 10-K report is available at
no charge at http://ResearchArchives.com/t/s?3e32

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is principally engaged in the
manufacturing and marketing of engineered composite railroad
crossties through its 100% owned subsidiary TieTek LLC.  The
company's composite railroad crosstie is a direct substitute for
wood crossties, but with a longer expected life and with several
environmental advantages.


NORTHEASTERN REAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Northeastern Real Properties, Ltd.
        2814 Edison Street, NW
        Uniontown, OH 44685

Bankruptcy Case No.: 09-62467

Debtor-affiliates filing Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sequatchie Mountain, LLC                           09-62470
Wilder Mountain, LLC                               09-62471
J.J. Detweiler Enterprises, Inc.                   09-62472
Southeast Real Properties, Ltd.                    09-62473
Southwest Real Properties, Ltd.                    09-62474

Type of Business: The Debtors operate a land development company
that purchases tracts of undeveloped land to subdivide and sell in
individual parcesl.

Chapter 11 Petition Date: June 18, 2009

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Marc Merklin, Esq.
                  mmerklin@brouse.com
                  Brouse McDowell, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601

Estimated Assets: Less than $50 million

Estimated Debts: Less than $50 million

In their joint administration motion, the Debtors said they have
$23 million in secured debt under a certain loan agreement entered
by J.J. Detweiler and various lenders, which are each secured by
specific parcels of real estate.

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

The petition was signed by Cheryl S. McDonald.


NOVEMBER 2005: Case Summary & Amended List of Creditors
-------------------------------------------------------
Debtor: November 2005 Land Investors, L.L.C.
        11411 Southern Highlands Parkway, Suite 300
        Las Vegas, NV 89141

Bankruptcy Case No.: 09-17474

Chapter 11 Petition Date: May 8, 2009

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Richard F. Holley, Esq.
                  rholley@nevadafirm.com
                  400 S. Fourth St., 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Amended List of Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Western States Contracting     services          $1,161,103
4129 West Cheyenne, Ste. B
North Las Vegas, NV 89032

City of North Las Vegas        Reimbursement     $221,074
2200 Civil Center Drive        of personnel
North Las Vegas, NV 89030      salaries and
                               Wages

G.C. Wallace Inc.              Development       $61,309
6655 South Cimarron Rd.        Services
Las Vegas, NV 89113-2132

Credit Suisse                  admin. fee        $51,250
Agency Loan Op                 for first lien
7033 Louis Stephens Drive      and revolver
PO Box 110047
Durham, NC 27709

Credit Suisse                  admin. fee        $51,250
                               for second lien

Standard & Poors Rating        services          $40,000

Moody's Investor Service       services          $35,000

Carter & Burgess Inc.          services          $30,000

Rafael Construction Inc.       services          $16,099

Panacea Services LLp           services          $11,957

Jacobs Engineering Group Inc.  services          $3,600

Lewis and Roca LLp             services          $2,500

Wright Engineers               services          $1,600

Martz Agency                   services          $50

Insurance Company of the West  agreement         unknown

Larry Sip                      services          unknown

NUVIS                          services          unknown

Owens Geotechnical Inc.        services          unknown

The petition was signed by Douglas W. Hensley, chief financial
officer.


NOVEMBER 2005: Taps Goold Patterson in Development Declarations
---------------------------------------------------------------
November 2005 Land Investors, L.L.C., asks the U.S. Bankruptcy
Court for the District of Nevada for authorization to employ Goold
Patterson, Ales & Day as special counsel.

Goold Patterson is familiar with master planned community, Park
Highlands, and is involved with development declarations with each
separate owner of property within and the master CC&R's recorded
against the property.

With reference to the master planned community, Park Highlands,
for which the Debtor is the declarant, Goold Patterson will revise
development declarations with each separate owner of the property
withing Park Highlands and amend and restate the master CC&R's
recorder against the property to reflect the necessary changes in
the documents and the project since the documents were originally
drafted.

Goold Patterson provides Nevada Registered agent services for the
Debtor and for NLV Holdings, LLC, the Debtor's sole member.  Goold
Patterson charges $250 annually per entity for the registered
agent services.

The hourly rates of Goold Patterson's personnel are:

     Shareholders                 $250 - $450
     Associates                   $160 - $280
     Paralegals                      $185

Prior to November 2005 petition date, Goold Patterson received
$23,646 in payment for services rendered.  Goold Patterson did not
receive a retainer from the Debtor.

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

The firm can be reached at:

     Goold Patterson, Ales & Day
     4496 South Pecos Road
     Las Vegas, NV 89121
     Tel: (702) 436-2600
          1-866-642-2600
     Fax: (702) 436-2650

                        About November 2005

November 2005 Land Investors, L.L.C., based in Las Vegas, filed
for Chapter 11 protection on May 8, 2009 (Bankr. D. Nev. Case No.
09-17474).  Mike K. Nakagawa handles the case.  Richard F. Holley,
Esq., serves as bankruptcy counsel.  The Debtor disclosed
estimated assets and debts of $100 million to $500 million.


NOVEMBER 2005: Taps Latham & Watkins on Real Estate & Tax Matters
-----------------------------------------------------------------
November 2005 Land Investors, L.L.C., asks the U.S. Bankruptcy
Court for the District of Nevada for authorization to employ
Latham & Watkins LLP as special counsel.

LW will provide counseling and representation on the finance, real
estate and tax matters.

LW represented the Debtor during prepetition negotiations with the
major creditors in an effort to restructure its first lien term
loans and revolving loans and its second lien term loans.  LW was
finance counsel to the Debtor during the origination of the first
lien loans and second lien loans made in 2006, and has represented
the Debtor in each of the subsequent amendments of the credit
facilities over the last three years.  LW also provided counseling
and representation with respect to the real estate and tax matters
involved in the proposed restructuring.

Christopher R. Plaut, lawyer at L&W, tells the Court that the
hourly rates of the firm's personnel are:

     Paralegals                    $165 - $310
     Associates                    $335 - $655
     Counsel                       $625 - $810
     Partners                      $675 - $925

Mr. Plaut assures the Court that LW is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Plaut can be reached at:

     Latham & Watkins LLP
     885 Third Avenue, Suite 1000
     New York, NY 10022-4834

                        About November 2005

November 2005 Land Investors, L.L.C., based in Las Vegas, filed
for Chapter 11 protection on May 8, 2009 (Bankr. D. Nev. Case No.
09-17474).  Mike K. Nakagawa handles the case.  Richard F. Holley,
Esq., serves as bankruptcy counsel.  The Debtor disclosed
estimated assets and debts of $100 million to $500 million.


OCULUS INNOVATIVE: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------------
Marcum LLP in New York, in its audit report dated June 10, 2009,
said there is substantial doubt about the ability of Oculus
Innovative Sciences, Inc., to continue as a going concern.

The Company incurred net losses of $17,656,000 for the year ended
March 31, 2009.  At March 31, 2009, the Company had $5,447,000 in
total assets, $3,178,000 in total liabilities, and $108,482,000 in
accumulated deficit.  The Company had working capital of
$1,263,000 as of March 31, 2009.

The Company needs to raise additional capital from external
sources to sustain its operations while continuing the longer term
efforts contemplated under its business plan.  The Company expects
to continue incurring losses for the foreseeable future and must
raise additional capital to pursue its product development
initiatives, penetrate markets for the sale of its products and
continue as a going concern.  The Company cannot provide any
assurance that it will raise additional capital.

Management believes that the Company has access to capital
resources through possible public or private equity offerings,
debt financings, corporate collaborations or other means; however,
the Company has not secured any commitment for new financing at
this time nor can it provide any assurance that new financing will
be available on commercially acceptable terms, if at all.  If the
economic climate in the U.S. does not improve or continues to
deteriorate, the Company's ability to raise additional capital
could be negatively impacted.  If the Company is unable to secure
additional capital, it may be required to curtail its research and
development initiatives and take additional measures to reduce
costs in order to conserve its cash in amounts sufficient to
sustain operations and meet it obligations.  These measures could
cause significant delays in the Company's efforts to commercialize
its products in the United States, which is critical to the
realization of its business plan and the future operations of the
Company.

On April 1, 2008, the Company conducted a closing of 18,095 shares
of its common stock at a purchase price of $5.25 per share, and
warrants to purchase an aggregate of 9,047 shares of common stock
at an exercise price of $6.85 per share for gross proceeds of
$95,000 (net proceeds of $36,000 after deducting the placement
agent's commission and other offering expenses).

On February 6, 2009, the Company entered into Purchase Agreements
with a group of accredited investors whereby it raised $1,752,803
in gross proceeds (net proceeds of $1,514,000 after deducting the
placement agent's commission and other offering expenses) through
a private placement of 1,499,411 shares.

On February 24, 2009, the Company entered into a Purchase
Agreement with Robert Burlingame, a director of the Company, and
an accredited investor.  Pursuant to the terms of the Purchase
Agreement, the investors agreed to make a $3,000,000 investment in
the Company.  The investors paid $1,000,000 (net proceeds of
$948,000 after deducting offering expenses) for 854,701 shares of
common stock on February 24, 2009 and agreed to purchase 1,709,402
shares of common stock for $2,000,000 no later than August 1,
2009.

On June 1, 2009, the Company issued the remaining securities
related to the February 24, 2009 private placement.  The issuance
comprised of an aggregate of 1,709,402 shares of common stock,
Series A Warrants to purchase an aggregate of 1,000,000 shares of
common stock and Series B Warrants to purchase an aggregate of
1,333,333 shares of common stock to the Investors pro rata to the
investment amount of each Investor.  The Company received
$2,000,000 in connection with this transaction.

The Company has used, or intends to use, the proceeds from the
offerings principally for general corporate purposes, including
working capital.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3e4a

                 About Oculus Innovative Sciences

Oculus Innovative Sciences, Inc. -- http://www.oculusis.com/--
develops, manufactures and markets a family of products intended
to significantly reduce the need for antibiotics as it prevents
and treats infections in chronic and acute wounds while
simultaneously enhancing wound healing through modes of action
unrelated to the treatment of infection.  Oculus Innovative
Sciences has two principal subsidiaries -- Oculus Technologies of
Mexico, S.A. de C.V., organized in Mexico, and Oculus Innovative
Sciences Netherlands, B.V., organized in the Netherlands.  On
January 20, 2009, the Company dissolved its subsidiary, Oculus
Innovative Sciences Japan, KK, organized under Japanese law.


OFFICE DEPOT: BC Partners Deal Won't Affect S&P's 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Boca Raton, Florida-based Office Depot Inc.
(B/Negative/--) are not immediately affected by the company's
recent announcement that it sold $350 million of perpetual
convertible preferred stock to BC Partners Inc., including
$275 million of redeemable Series A convertible preferred stock
and $75 million of Series B redeemable conditional convertible
preferred stock, which is convertible to common stock upon
shareholder approval.

Dividends of the preferred will initially be paid-in-kind at 10%
per year, and cannot be paid in cash unless certain conditions
under its existing credit agreement are met.  The transaction
provides BC Partners with an initial ownership interest in the
company of approximately 20%, and allows the new investor to add
three members to Office Depot's board, which will be expanded to
14 members.  Proceeds are expected to be used for general
corporate purposes, which includes repayment of its ABL revolving
credit facility borrowings.

Net proceeds from this investment provide Office Depot with an
additional source of liquidity as it continues to manage through a
very challenging operating environment.  Although S&P will treat
the preferred stock as having minimal equity content in accordance
with S&P's existing rating methodology (thus treatment of these
securities will be classified as debt within the calculation of
S&P's credit measures), S&P has also considered the equity-like
characteristics of the investment.  S&P still believe Office
Depot's business in 2009 will remain materially affected by lower
consumer and small business spending, and weak global
macroeconomic conditions.  Although S&P believes that credit
metrics are likely to weaken further, the current rating
incorporates S&P's expectation that the company will maintain
sufficient liquidity to fund its operations, and will continue to
proactively take additional actions (if needed) aimed at raising
cash and preserving capital under adverse conditions.  Pro forma
for the transaction, S&P estimates total debt to EBITDA to be
above 7x, based on financials for the 12 months ended March 28,
2009.

S&P estimates that if sales were to decline in the double digits
in fiscal 2009, coupled with further operating margin declines
from current levels, this could cause leverage to approach the 9x
area or beyond on a fully adjusted basis by the end of the fiscal
year.  S&P will continue to monitor the company's performance
closely during the year and would consider a lower rating if
operating performance falls below S&P's current expectations,
and/or weaker cash flow generation causes liquidity to tighten
such that borrowing availability on the company's revolving credit
facility falls below $500 million, absent other potential
liquidity sources.


OHH ACQUISITION: Fin'l Restatement Won't Move Moody's 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service said that the 2007 financial restatement
and revised quarterly 2008 results of OHH Acquisition Corporation,
parent of Ozburn-Hessey Holding Company, LLC, have no ratings
impact -- corporate family rating of B3, outlook stable.
Extending or replacing the company's revolver will be important to
maintaining ratings stability.

The last rating action on Ozburn-Hessey occurred March 12, 2008
when the B3 corporate family rating was affirmed.

Ozburn-Hessey'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 Ozburn-Hessey's core industry and Ozburn-Hessey's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a provider of third-party logistics and related services,
including warehouse management, truck brokerage, customs
brokerage, freight forwarding, and dedicated contract carriage.
Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition
Corporation, which is controlled by private equity group Welsh,
Carson Anderson & Stowe.  Ozburn-Hessey had FY2008 gross revenue
of approximately $800 million.


ONE COMMUNICATIONS: Moody's Assigns 'B2' Rating on $275 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to One
Communications Corp.'s proposed $275 million (gross proceeds)
senior secured note issuance.  The company will use the net
proceeds from the note issuance primarily to repay the
outstandings under its existing senior secured term loans, at par.
As part of the rating action, Moody's has affirmed all other
ratings.  The rating outlook remains stable.

Assignments:

Issuer: One Communications Corp.

  -- US$275M Senior Secured Regular Bond/Debenture, Assigned B2
     LGD4 - 51%

One Communications' B2 corporate family rating and the stable
outlook reflects the Company' moderate financial risk, and its
still-strong free cash flow generation for a CLEC.  On the other
hand, the ratings are tempered by the challenges that the
management team faces in re-energizing revenue growth.  Although
the Company has bulked up its operating scale through
consolidation, its operations in the northeastern USA serve the
most competitive telecommunications market in the country, while
the Company's Midwest operations continue to be impacted by the
regional macroeconomic forces.  Moody's believes One
Communications has good liquidity, which would be aided by an
amendment from its lenders which will loosen financial covenants
over the duration of its term loan facility.

Moody's most recent rating action on One Communications was on
November 20, 2007, when the rating agency downgraded the Company's
corporate family rating to B2 from B1 due to lower than expected
revenue and EBITDA generation.

One Communications is a CLEC headquartered in Burlington, MA.  The
Company generated over $785 million in revenues in 2008.


PATCH ENERGY: Files for Bankruptcy Under Canada's Insolvency Act
----------------------------------------------------------------
Patch International Inc., said its wholly owned subsidiary Patch
Energy Inc., filed a notice of intention to make a proposal to its
creditors under the Bankruptcy and Insolvency Act (Canada).  Patch
International said the filing was made after a review of available
options with professional advisors.  As a result of the filing,
all actions by creditors and certain classes of counterparties
against Patch Energy Inc. are stayed for an initial period of 30
days.

The NOI filing allows Patch Energy to maintain the integrity of
its assets while evaluating its strategic alternatives and
developing a restructuring proposal for creditors.  Patch Energy
Inc. is required to file its proposal within 30 days unless an
extension is granted by the courts.  RSM Richter Inc. has
consented to act as proposal trustee of Patch Energy Inc. in
accordance with the provisions of the BIA.

Patch International also said that, effective June 26, 2009, it
terminated the contracts of employment between the Corporation and
Jason Dagenais, Chief Operating Officer, and Terry Buchanan, Vice
President of Exploration. Mr. Dagenais and Mr. Buchanan have
agreed to provide services to the Corporation on an as-needed,
contract basis during the Corporation and Patch Energy Inc.'s
restructuring efforts.

                About Patch International Inc.

Patch International Inc. is an emerging oil sands company
dedicated through its subsidiary Patch Energy Inc. to the
exploitation and production of its resources in the Athabasca oil
sands area in Alberta, Canada.  Patch International's strategy has
been to engage top quality staff and consultants to exploit and
produce its high quality oil sands assets.


PATRICIA MENDEZ: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Patricia E. Mendez
        5353 Jennifer Drive
        Fairfax, VA 22032

Bankruptcy Case No.: 09-15103

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Michael R. Strong, Esq.
                  The Strong Law Firm, P.C.
                  7202 Arlington Blvd., Suite 202
                  Falls Church, VA 22042
                  Tel: (703) 204-2040
                  Fax: (703) 204-1979
                  Email: stronglawfirm@msn.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 Ms. Mendez.


PENN-MAR CONSULTANTS: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Penn-Mar Consultants, Inc.
        4551 Wentz Rd.
        Manchester, MD 21102

Bankruptcy Case No.: 09-21503

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Edward M. Miller, Esq.
                  Miller and Miller, LLP
                  129 E. Main St., Suite 205
                  Westminster, MD 21157
                  Tel: (410) 751-5444
                  Fax: (410) 751-6633
                  Email: mmllplawyers@verizon.net

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

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

The Debtor identified BPR, Inc. with a trade debt claim for
$11,443 as its largest unsecured creditor. A copy of the Company's
largest unsecured creditor is available for free at:

           http://bankrupt.com/misc/mdb09-21503.pdf

The petition was signed by Marlin W. Utz, president of the
Company.


PENTHOUSE MEDIA: Dist. Ct. Revives Legal Malpractice Suit
---------------------------------------------------------
WestLaw reports that genuine issues of material fact as to whether
a Chapter 11 debtor, despite its bankruptcy counsel's repeated
assurances that notice of the rejection bar date was properly
served on the counterparties to the debtor's executory contracts,
should have known that this was not the case based solely on a
claim asserted by one such counterparty shortly prior to the
hearing on the counsel's final fee application, and as to whether
the debtor had a full and fair opportunity to raise counsel's
deficient performance in failing to serve the notice at this fee
hearing, precluded entry of summary judgment for counsel on the
debtor's subsequent legal malpractice claims.  The court could not
determine as a matter of law whether the claims were barred by the
res judicata effect of the bankruptcy court order approving
counsel's fee.  Penthouse Media Group, Inc. v. Pachulski Stang
Ziehl & Jones LLP, --- B.R. ----, 2009 WL 1542556 (S.D.N.Y. Case
No. 09 Civ. 85).

Attorney malpractice lawyer Andrew Lavoot Bluestone, Esq.,
explains at http://blog.bluestonelawfirm.com/legal-malpractice-
news-res-judicata-and-bankruptcy-fee-hearings.html that Judge
Scheindlin, sitting in appeal of a U.S. Bankruptcy decision by
Judge Bernstein, finds that Penthouse didn't have a full and fair
opportunity to be heard, and that res judicata does not control
the issue of legal malpractice, and shares these paragraphs from
Judge Scheindlin's opinion:

"Although Pachulski's fee application was approved by the
bankruptcy court in the prior proceeding, I cannot conclude as a
matter of law that PMG had a full and fair opportunity to litigate
allegations of Pachulski's malpractice during that hearing.  Many
of the factors used to consider whether a party had a full and
fair opportunity to litigate an issue favor PMG, particularly
given PMG's continued retention of Pachulski as its counsel. For
instance, one of the factors courts have considered is 'the
importance of the claim in the prior litigation.'  PMG had just
undergone a reorganization with the help of Pachulski as its
counsel. The possibility that Pachulski may have committed
malpractice while representing PMG during that reorganization may
not have been at the forefront of PMG's concerns. In addition, PMG
had no 'incentive [or] initiative to litigate' the malpractice
issue, considering that it expected Pachulski to continue to
advise PMG in the winding down of its bankruptcy proceeding.

"Of particular importance to this Court is the bankruptcy court's
reliance on D.A. Elia Construction Corp.  Judge Bernstein
concluded that D.A. Elia was directly on point, but D.A. Elia is
perhaps even more clearly distinguishable from the instant case
than other cases cited by Pachulski, as in that case the
malpractice claim was actually litigated during the fee
application proceeding.  D.A. Elia emphasized that many of the
same allegations made by Elia in its [malpractice] complaint were
previously made by Elia in its objections to Damon & Morey's final
fee application.  Specifically, Elia argued to the bankruptcy
court that the firm had labored under a conflict of interest, had
committed legal malpractice and had failed to turn over money owed
to the estate.  The bankruptcy court provided Elia with ample
opportunity [to] raise those claims, but ultimately rejected them
as meritless."

The district court concluded that "it cannot be said that Elia was
denied the opportunity to raise these [malpractice] claims in the
prior action."  In the instant case, PMG raised no such objections
at the fee hearing."

General Media, a subsidiary of Penthouse International, Inc.,
filed for Chapter 11 protection on August 12, 2003 (Bankr.
S.D.N.Y. Case No. 03-15078).  Robert Joel Feinstein, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represented the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, it
listed $50 million to $100 million in total assets and more
than $50 million in total debts.  The Debtor confirmed a
chapter 11 plan and emerged from bankruptcy in October 2004
under a plan that swapped approximately 89% of the
Senior Notes of General Media, Inc., for equity and passed
ownership of the reorganized company to PET Capital Partners,
LLC, an affiliate of Marc Bell Capital Partners, LLC.


PETCO ANIMAL: Moody's Affirms 'B2' Corporate Family Ratings
-----------------------------------------------------------
Moody's Investors Service affirmed ratings of PETCO Animal
Supplies Stores Inc., including the B2 Corporate Family Rating and
Probability of Default Rating, and changed the outlook to stable
from negative.

The stable outlook reflects expectations that PETCO's operating
metrics have stabilized, and that the company can generate
sufficient cash to finance its operating and capital needs.  The
ratings and outlook also reflect Moody's expectation that the
company will maintain high leverage and weak fixed charge coverage
for the next 12 to 24 months.

PETCO's B2 Corporate Family Rating is supported by its strong
market position, broad geographic diversification, and good
liquidity.  However, the ratings are constrained by intense
competition and the company's high leverage and weak interest
coverage.  For the last twelve months ending May 2, 2009 debt to
EBITDA was at 6.1 times and EBITA / interest expense was at 1.4
times.

These ratings are affirmed and LGD rates adjusted:

* Corporate Family Rating at B2;

* Probability of Default Rating at B2;

* $686 million senior secured term loan due 2013 at B1 (LGD 3,
  33%).

Moody's does not rate PETCO's $200 million asset-based revolving
credit facility or $450 million senior subordinated notes.

The last rating action for PETCO occurred on May 21, 2008 when its
outlook was changed to negative from stable and its term loan
rating was downgraded to B1 from Ba3.

PETCO Animal Supplies Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets.  The company operates about 1,000
stores in all 50 U.S. states.  Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.


PHICO INSURANCE: Commonwealth Court Sets July 30 Claims Bar Date
----------------------------------------------------------------
On June 15, 2009, the Commonwealth Court of Pennsylvania
established a July 30, 2009 bar date for the filing of proofs of
claim against PHICO Insurance Company (In Liquidation).

A free copy of the Proof of Claim form may be obtained by writing
to PHICO Insurance Company (In Liquidation), 100 Sterling Parkway,
Suite 109, P.O. Box 85, Mechanicsburg, PA 1705-0085, or by calling
PHICO at (800) 382-1378.

PHICO provided medical malpractice, general liability and workers
compensation insurance for hospitals, physician groups and
individual physicians.  The Commonwealth Court of Pennsylvania
placed PHICO into liquidation effective February 1, 2002, due to
insolvency.  The liquidation order appointed the Insurance
Commissoner of the Commonwealth of Pennsylvania as statutory
liquidator of PHICO and vested him with title to all property,
assets, contracts and rights of action of PHICO.


PINGHO ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pingho Associates Corporation
           dba Quintegra Corporation
           dba I Quest Solutions, Inc.
           dba IQuest
           dba PAC, Inc.
           dba PAC
        1660 International Drive, Suite 400
        Mc Lean, VA 22102

Bankruptcy Case No.: 09-15093

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Robert M. Marino, Esq.
                  Redmon Peyton & Braswell, LLP
                  510 King Street, Suite 301
                  Alexandria, VA 22314-3143
                  Tel: (703) 684-2000
                  Fax: (703) 684-5109
                  Email: rmmarino@rpb-law.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/vaeb09-15093.pdf

The petition was signed by Ramana Bhamidipati, senior finance
manager of the Company.


PMI GROUP: Moody's Confirms Senior Debt Rating at 'B3'
------------------------------------------------------
Moody's Investors Service has confirmed the B3 senior debt rating
of The PMI Group, Inc.  This rating action concludes the review of
the holding company's ratings for possible downgrade that was
initiated on February 13, 2009.  The ratings outlook for PMI and
its operating subsidiaries, led by PMI Mortgage Insurance Co (MIC
-- affirmed at Ba3 insurance financial strength) is developing.
At the same time Moody's assigned ratings to PMI's shelf
registration.

Moody's said that the confirmation of PMI's senior debt rating
reflects the reduction in near term default risk as a result of
the amended terms of the bank credit facility.  The amendments to
the facility include the elimination of rating triggers and
certain financial covenants and the modification of a net worth
trigger in exchange for a pledge in the security interest of a
contingent note from QBE Insurance Group for the sale of PMI
Australia (the proceeds of which will be dependent on the future
performance of the Australian mortgage insurance portfolio as of
June 30, 2008) and a reduction in the size of the facility to
$125 million from $200 million.  The contingent note comes due on
September 30, 2011 and the proceeds are expected to be partially
used to repay the credit facility which matures on October 24,
2011.  Moody's expects that The PMI Group will be able to operate
within the revised bank credit facility covenants.

Moody's said that the B3 rating for PMI continues to reflect
constrained financial flexibility, and meaningful liquidity and
refinancing risks that the company may face if the deterioration
in mortgage finance market conditions is protracted.  Moody's
believes PMI has sufficient liquidity to meet debt service
obligations over the next 18 months, but is likely to be dependent
on the proceeds from the QBE note to repay the amounts outstanding
on the credit facility at maturity and to continue to meet holding
company fixed charge obligations if the dividend capacity of PMI's
US operations continues to be constrained.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio of
PMI, as well as positive developments that could occur over the
near to medium term, including the possibility of a greater than
expected level of claims rescissions, the potential for various
initiatives being pursued at the US Federal level to mitigate the
rising trend of mortgage loan defaults, and the possibility that
mortgage insurers gain access to government capital via a program
similar to the U.S. Treasury's Capital Assistance Program.
Moody's will continue to evaluate PMI's ratings in the context of
the future performance of the company's insured portfolio relative
to expectations and resulting capital adequacy levels, as well as
changes, if any, to the company's strategic and capital management
plans.

                     List Of Rating Actions

These ratings were confirmed with a developing outlook:

* The PMI Group, Inc. -- senior unsecured debt at B3, and junior
  subordinated debt at Caa1.

These ratings were assigned with a developing outlook:

* The PMI Group, Inc -- provisional rating on senior unsecured
  debt at (P)B3, provisional rating on subordinated debt at
  (P)Caa1, and provisional rating on preferred stock at (P) Caa2.

The last rating action related to PMI occurred on February 13,
2009, when Moody's downgraded to Ba3 from A3 the insurance
financial strength rating of MIC, and downgraded PMI's European
mortgage insurance operations to B1 from A3.  At that time Moody's
downgraded the senior unsecured debt ratings of The PMI Group,
Inc., to B3 from Baa3 and placed the ratings under review for
further downgrade.

The PMI Group, Inc., headquartered in Walnut Creek, CA, is the
holding company for PMI Mortgage Insurance Co., including its
wholly owned subsidiaries and affiliated companies in Europe and
Canada.  The PMI Group, Inc. also owns a 50% interest in CMG
Mortgage Insurance Co., a 42% interest in FGIC Corporation, and a
23.7% interest in RAM Reinsurance Company Ltd.  The PMI Group,
Inc., through its wholly owned subsidiaries, offers residential
mortgage insurance and credit enhancement products.


PRINCETON OFFICE: Court Sets July 23 Disclosure Statement Hearing
-----------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on June 23, 2009,
to consider whether Princeton Office Park, L.P.'s disclosure
statement contains adequate information necessary for creditors to
make an informed judgement of its proposed plan of reorganization.
Objections are due by July 13, 2009.

The Debtor is the owner of approximately 170,000 square feet of
building on 37 acres of property located at 410 Quakerbridge Road,
Township of Lawrence, in Mercer County, New Jersey.  Currently,
the property is vacant.

Pursuant to the reorganization plan, Plymouth Park, which filed a
secured claim of $1,775,791 on various tax certificates relating
to the property sold to it by the Township of Lawrence, will be
paid quarterly principal and interest payments with a balloon
payment on the 20th quarter, based on a 25-year amortization
schedule.  Petillo Enterprises, LLC, which holds a secured claim
of $5,000,000, will have a second lien in the property to the
extent of its allowed claim.

General unsecured claims, with an aggregate scheduled claim of
approximately $1,487,162 of which $235,863 are claims by insiders,
along with Petillo's secured claim, will receive the same
treatment as that provided for Plymouth Park's first lien claim
under the Plan.

All existing Equity Interests under Class 6 will be retained by
the Equity Interest Holders.  This class is not impaired.

The funding for the implementation of the Plan will be provided
through secured loans from United States Land Resources, L.P., a
New Jersey limited partnership and general partner of Princeton
Office Park GP, L.L.C. (which holds a 50% equity interest in the
Debtor), in an amount sufficient to pay all Plan obligations as
well as on-going expenses.  USLR will execute a formal guaranty of
the Notes.

If and when the Plan is confirmed, the Debtor will continue to own
the property.  Whether the building will be leased or the property
sold, the Debtor states, will depend on the estimated length of
the downturn in the residential real estate market.  In the
interim, USLR will provide all necessary funding to the Debtor to
enable the Debtor to make all Plan payments and satisfy all
property and operating expenses.

The secured claim of the Township of Lawrence under Class 1, the
secured claim of Plymouth Park under Class 2, the secured claim of
Petillo under Class 3, allowed 507(a) priority claims under Class
4, and general unsecured claims under Class 5, are all impaired
under the Plan and entitled to vote to accept or reject the Plan.

                      "Cramdown" Provisions

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

A full-text copy of the disclosure statement explaining the
Debtor's Plan of Reorganization is available at:

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

                    About Princeton Office Park

Headquartered in Morristown, New Jersey, Princeton Office Park,
LP, is a real estate development company.  The assets of the
Company consist of approximately 170,000 square feet of building
on 37 acres located at 4100 Quakerbridge Road, Township of
Lawrence, Mercer County, New Jersey.  The property has been re-
zoned for multi-family residental use at 10 units per acre or 370
units.

Princeton Office Park GP, L.P. holds a 50% equity interest in the
Debtor.  Princeton GP's general partner is United States Land
Resources, L.P., a New Jersey limited partnership, whose general
partner is United States Realty Resources, Inc., a New Jersey
corporation.  Lawrence S. Berger is the president of USRR.  The
Debtor's limited partners is Success Truehand GmbH, which holds a
31.67% equity interest in the Debtor.

The Company filed for Chapter 11 protection on September 9, 2008
(Bankr. D. N.J. Case No. 08-27149).  Melissa A. Pena, Esq., at
Norris, McLauglin & Marcus, in New York, and Morris S. Bauer,
Esq., at Norris McLaughlin & Marcus PA, in Bridgewater, New
Jersey, represent the Debtor as counsel.  In its schedules, the
Debtor listed total assets of $25,000,000 and total debts of
$2,517,370.


PROPEX INC: Committee Drops Complaint Against BNP Paribas
---------------------------------------------------------
At the behest of the official committee of unsecured creditors in
Propex Inc.'s case, the U.S. Bankruptcy Court for the Eastern
District of Tennessee dismissed the adversary proceeding commenced
by the Committee against BNP Paribas Securities Corp. and certain
of the Debtors' prepetition lenders.  The Committee sought the
dismissal in light of the Court-approved stipulation it entered
into with the Debtors, BNP Paribas and Houlihan Lokey & Zukin Inc.
for the resolution of the Debtors' prepetition secured
indebtedness to BNP Paribas and the Prepetition Lenders.

The Committee sued BNP Paribas and the Prepetition Lenders on
September 23, 2008, challenging the validity of certain liens the
Lenders held under the Prepetition Credit Agreement.

A recently approved stipulation of the parties contemplate the
dismissal of the Committee Complaint versus BNP Paribas, the
allowance of a claim to the Prepetition Lenders equal to the
aggregate prepetition loan of the Debtors of about $230 million,
and the consent of the Prepetition Lenders to the allocation of
the certain funds and net cash proceeds in the possession of the
Debtors' estates.  Under the stipulation, the Prepetition Lenders
also waive any claim arising from adequate protection liens and
claims.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Houlihan Lokey Bills $2.25-Mil. for Ch. 11 Work
-----------------------------------------------------------
Houlihan Lokey Howard & Zukin Capital, Inc. submitted to the
U.S. Bankruptcy Court for the Eastern District of Tennessee a
final fee application, seeking allowance of $2,250,000 in fees for
services rendered for the period from January 18, 2008, through
April 24, 2009, and reimbursement of $145,987 in necessary
expenses incurred during the same fee period.

Houlihan Lokey serves as financial advisor to the Debtors.

Among others, Houlihan Lokey has:

  (a) coordinated, maintained and facilitated the delivery of
      due diligence information for third parties, including
      holders of Prepetition Senior Debt and their legal and
      financial advisors, the Official Committee of Unsecured
      Creditors and its legal and financial advisors, and other
      third-party potential acquirers of the Debtors' assets;

  (b) analyzed Section 363 process for the sale of substantially
      all of the Debtors' assets;

  (c) analyzed financial statements and financial and
      operational performance of the Debtors and non-Debtors in
      order to evaluate and value the Debtors' business;

  (d) discussed with Propex's Board of Directors and other
      various parties-in-interest;

  (e) negotiated and formulated the terms of the Debtors'
      Disclosure Statement, Plan of Reorganization and financing
      documents filed in October 2008; and

  (f) administered the Debtors' Chapter 11 cases.

The firm also seeks entitlement to a $500,000 Success Fee
following the sale of substantially all of the Debtors' assets.

throughout the Chapter 11 process.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: King & Spalding Charges $1.4-Mil. For Feb.-May Work
---------------------------------------------------------------
In separate filings, three bankruptcy professionals employed in
the Chapter 11 cases of Propex Inc. seek payment of their legal
fees and reimbursement of necessary expenses for the period from
February to May 2009:

Professional           Period          Fees        Expenses
------------         -----------    ----------     --------
King & Spalding LLP  02/01/09 to
                      05/31/09       $1,462,711      $43,120

Miller Martin PLLC   02/01/09 to
                      05/31/09           69,452        5,940

Akin Gump Strauss    02/01/09 to
Hauer & Feld LLP     05/31/09          322,456       27,477

King & Spalding is the Debtors' counsel.  Miller Martin is the
Debtors' local counsel.

Akin Gump is the counsel to the Official Committee of Unsecured
Creditors.  Akin Gump also seeks payment of fees incurred in
connection with the Adversary Proceeding initiated by the
Creditors Committee against BNP Paribas and certain of the
Debtors' lenders for $132,714 and reimbursement of The Garden
City Group Inc.'s expenses incurred in connection with rendering
professional services as the Committee's communications agent for
$6,565.

Pursuant to a Court Order dated June 12, 2008, Akin Gump was
directed to include The Garden City's fees and expenses in its
interim applications.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Resolves AIU Objection to Contracts' Assumption
-----------------------------------------------------------
American International Group, American International Specialty
Lines Insurance Company, National Union Fire Insurance Company,
New Hampshire Insurance Company, American International South
Insurance Company, Insurance Company of the State of Pennsylvania,
AISLIC (AIG Environmental) and Commerce and Industry Insurance
Company, providers of insurance coverage to the Debtors, asserted
they had inadequate information in deciding whether to consent or
to object to Propex Inc.'s assumption of their policies.  They
further argued the Debtors have the burden of proving any cure
amount, and that the Debtors have not made a showing of adequate
assurance.

In connection with the intention to sell substantially all of
their assets to the highest and best bidder, the Debtors also
seek to assume, assign, and sell certain of their unexpired
leases, license agreements, and executory contracts, free and
clear of all liens, claims, encumbrances, and interests.

The Debtors delivered to the Court on March 9, 2009, a list of
the Contracts they want to assume, assign and sell and the
corresponding cure costs, a copy of which is available for free
at http://bankrupt.com/misc/Propex_ContractsLeases.pdf

The list includes the Debtors' insurance policies, corporate
policies and more than 170 contracts to be assumed.

To resolve the parties' objections, the AIU Companies, the
Debtors, and Xerxes Operating Company LLC and Xerxes Foreign
Holdings Corp., have agreed to the assumption and assignment of
the AIU Companies' policies and contracts and that to extent any
defaults under the Policies are subsequently discovered, Xerxes
will cure those defaults in the ordinary course of business.

Moreover, the parties agreed that the Court retains jurisdiction
to hear any disputes that arise with regard to asserted defaults
under the Policies and their associated cure amounts.

The U.S. Bankruptcy Court for the Eastern District of Tennessee
has approved the settlement.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROSPECT MEDICAL: S&P Puts 'B-' Rating on CreditWatch Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the CreditWatch
implications for its ratings on Prospect Medical Holdings Inc.,
including the 'B-' counterparty credit rating, to developing from
negative.

"The CreditWatch action reflects the greater potential for
fundamental improvement in Prospect Medical's balance sheet in the
near term," said Standard & Poor's credit analyst Joseph
Marinucci.  "The developing implications also continue to reflect
the downside risk of the company's existing capital structure."

S&P originally placed the ratings on Prospect Medical on
CreditWatch with negative implications in April 2009 following the
company's receipt of notices of nonmonetary default from its
administrative agent and certain lenders for the nondivestiture of
certain assets by a specified date (as agreed to by contract).
The company has strongly disputed the administrative agent's
characterization of the matter and all parties are engaged in
ongoing discussions seeking a resolution.

In connection with that event, which resulted in the reclassifying
of Prospect Medical's debt to its current due-on-demand status
(along with a higher interest rate burden), S&P believes the risk
of payment default had increased.

S&P could raise or lower the rating on Prospect Medical in
connection with the company's efforts to address key balance sheet
weaknesses associated with its existing debt facilities.  A near-
term successful refinancing of its existing debt (with improved
terms) could result in a one notch upgrade to 'B'.  Conversely, if
S&P expects the existing capital structure to remain in place
beyond the near term, then S&P could lower its rating on Prospect
Medical by one or more notches into the 'CCC' category.


QIMONDA AG: U.S. Court to Hear Chapter 15 Petition July 22
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia will convene a hearing on July 22, 2009, at 11:00 a.m. to
consider a Chapter 15 petition for Qimonda AG, and a related
request for a permanent injunction against creditor actions in the
U.S.

On June 15, 2009, Dr. Michael Jaffe, in his capacity as the
foreign representative of Qimonda AG, filed a petition with the
Bankruptcy Court seeking recognition of its insolvency proceedings
in Germany as the "foreign main proceeding."

Chapter 15 allows a company to seek protection from creditors in
the United States while its primary foreign proceeding is pending
in another country.  If the U.S. court grants the Chapter 15
petition, the assets in the U.S. can be liquidated or reorganized
through the foreign proceeding.

Responses or objections to the petition and motion or the relief
requested by the petitioner must be filed so as to be received no
later than July 15, 2009, at 5:00 p.m. (Eastern Daylight Savings
Time).

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 filed for Chapter 15 on June 15, 2009 (Bankr. E.D. Va.
Case No. 09-14766).  Jeff A. Showalter, Esq., at Morrison &
Foerster, LLP, represents petitioner Dr. Michael Jaffe as counsel.
In its petition, Qimonda AG listed more than $1 billion each in
assets and debts.


QUEBECOR WORLD: U.S. Government, et al., Object to Plan
-------------------------------------------------------
Eight parties-in-interest objected to Quebecor World (USA) Inc.
and its affiliates' Third Amended Joint Plan of Reorganization and
its accompanying exhibits:

(a) U.S. Government

The United States of America objects to the confirmation Plan as
it proposes to discharge a panoply of non-debtors from a broad
swath of potential liability, including more than $150 million in
Clean Air Act penalties and more than $10 million in taxes owed
to U.S. tax agencies.

In addition to granting releases to all directors, employees,
affiliates, representatives, accountants, attorneys, investment
bankers, agents, consultants, and professional advisors of the
Debtors, the Plan would also release the Official Committee of
Unsecured Creditors, the Syndicate Committee, the Syndicate
Released Parties, the Ad Hoc Group of Noteholders, and the DIP
Lenders.

According to the Government, because these proposed third-party
releases are not essential to the reorganization of the Debtors,
and because the proposed releases would discharge a wide array of
potential liabilities and as to some of which there exist express
statutory bars, the Court should not grant the non-debtor
releases in the Plan.  Releases granted to non-debtors are barred
by Section 524(e) of the Bankruptcy Code, the Government asserts.

The Government further asserts that the Plan should be denied
because it purports to divest district courts of their concurrent
jurisdiction to adjudicate environmental claims.  The Government
notes that the bankruptcy court cannot, post-confirmation, divest
all other district courts of their concurrent jurisdiction to
determine whether a discharge bars a subsequent civil action.
The Government argues that proceedings raising the issue of
whether a cause of action is barred by a discharge are actions
arising under title 11, over which the district courts have
original, but not exclusive, jurisdiction.  Moreover, the grant
of jurisdiction to the bankruptcy courts pursuant to Section 1334
is "sharply reduced" post-confirmation.

(b) Cisco Systems Capital Corporation

Cisco Systems object to the Debtors' intent to assume and assign
certain executory contracts and unexpired leases and the Debtors'
fixing of cure amounts associated with those contracts and
leases.

Cisco Capital complains that Debtors fail to provide it with
adequate or sufficient information concerning the lease
schedules, which Debtors intend to assume and assign.  Cisco
Capital asks the Court to deny the Debtors' request to assume and
assign any contracts other than the Cisco Capital Contracts to
which Cisco Capital is a counter-party without prejudice until
the Debtors have provided adequate information to enable Cisco
Capital to identify the lease schedules to be assumed and
determine what appropriate measures are necessary to cure
defaults and provide adequate assurance of performance.

(c) Hewlett-Packard Financial Services Company

Hewlett-Packard objects to the Debtors' proposal to assume these
contracts with HPFS:

  * Master Lease Agreement, Operating Leases and Support
    Agreements between HPFS and Quebecor World (USA), Inc.,

  * Equipment Lease and Rental between HPFS and Debtor QW New
    York Corp., and

  * Equipment Lease between HPFS and Debtor Quebecor World Lease
    GP.

HPFS complains that the information provided by the Debtors does
not permit HPFS to identify the Leases.  HPFS also objects to the
proposed cure amounts.

(d) GATX Corporation

GATX Corporation complains that the Debtors failed to list a
Master Lease Agreement on the Schedule of Assumed Contracts and
Leases or the Schedule of Rejected Contracts and Leases that was
filed and served as an Exhibit to the Plan on June 9, 2009, in
accordance with the provisions of the Disclosure Statement Order.

GATX asserts that it has a right to know whether or not its Lease
will be assumed or rejected prior to the Effective Date of the
Plan so that it may exercise its rights under Section 365(p)(1)
of the Bankruptcy Code.

(e) National City Commercial Capital Company, LLC

National City asserts that the $40,546 cure amount alleged by the
Debtors to Lease Numbers 476670003 and 104319000 is incorrect.
As evidenced by its breakdown, National City asserts that the
amount to cure the postpetition arrears through the Effective
Date is $83,381.

(f)Sharp Electronics Corporation

Sharp Electronics welcomes the Debtors' assumption of its
contracts but complains that it does not identify its contracts
with the Debtors by the contract IDs on the accompanying exhibits
of the Plan and therefore cannot determine whether or not all of
the Sharp contracts are to be assumed or not.

Sharp Electronics asserts that the Debtors should pay it $104,642
instead of the proposed $73,002 cure amount.

(g) GE Capital Information Technology Solutions, Inc.

GE Capital complains that the Debtors' proposed cure amounts for
its leases are incorrect.  GE Capital asserts that the cure
amounts should be $77,570.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Expands Operations in Virginia; to Invest $35.2MM
-----------------------------------------------------------------
Governor Timothy M. Kaine said Quebecor World Inc. will invest
$35.2 million to expand in Frederick County.  As the recipient of
two new printing presses that will increase production capability,
the Frederick County operation will retain 150 existing jobs and
create 30 new positions.  Virginia successfully competed with
Pennsylvania and Tennessee for the project.

Governor Kaine met with Quebecor World senior management
during a 2006 marketing mission to Montreal.

"Quebecor World has thrived in Frederick County for two decades,"
Governor Kaine said.  "It speaks volumes that the company's
Virginia operations were chosen for this expansion and increase in
production. I am confident that Quebecor World will enjoy
continued success in the Commonwealth."

Quebecor World Inc. provides marketing and advertising solutions
to retailers, catalogers, branded-goods companies, and other
businesses.  The company also offers full-service print solutions
for publishers and is a market leader in most of its major product
categories, including advertising inserts and circulars, catalogs,
direct mail products, magazines, books, directories, digital
premedia, logistics, and mail list technologies.  With
approximately 20,000 employees worldwide, Quebecor World operates
nearly 90 printing and related facilities in the United States,
Canada, Argentina, Brazil, Chile, Colombia, Mexico, and Peru.

"This investment is another clear demonstration of our commitment
to provide our customers with the most flexible and efficient
platform available in the retail market today," said Jacques
Mallette, President and CEO of Quebecor World.  "We are very
pleased to be able to partner with the state of Virginia in
this endeavor.  This new equipment is strategically located to
serve our customers and ensure they receive the highest return on
their marketing investment."

The Virginia Economic Development Partnership worked with
Frederick County to secure the project for Virginia.  Governor
Kaine approved a $300,000 performance-based grant from the
Virginia Investment Partnership program, an incentive available
to existing Virginia companies.  The Virginia Department of
Business Assistance will provide training assistance through the
Virginia Jobs Investment Program.

"This is another example to show that Frederick County remains a
highly attractive place for businesses to locate," said Richard
Shickle, Chairman of the Frederick County Board of Supervisors.
"What motivates a company like Quebecor World to come and stay
here is Frederick County's diverse business community, proven
commitment to long term business growth and strong quality of
life."

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Proposes to Vest Severance Benefits to Employees
----------------------------------------------------------------
At the start of their bankruptcy cases, Quebecor World (USA) Inc.,
and its affiliates obtained the U.S. Bankruptcy Court for the
Southern District of New York's authority to maintain their
existing severance program during the pendency of the Chapter 11
cases.  The Debtors' severance program sets forth guidelines
delineating the severance benefits available to eligible employees
under the program, which generally provide that for each six
months of completed service an eligible employee may accrue one
week of severance pay, with a maximum benefit available under the
Guidelines of 26 weeks of severance pay.  Throughout the pendency
of the Cases, the Debtors have been making severance payments to
terminated employees pursuant to the Guidelines.

The Debtors wish to modify the Guidelines so as to vest all
accrued severance benefits previously earned by eligible
employees, and to provide that all severance benefits will be
vested as earned under the Guidelines, with the benefits to be
otherwise payable pursuant to the terms of the Guidelines.  In
addition to those employees who receive benefits pursuant to the
Guidelines, a few individual employees of the Debtors are entitled
to severance benefits under separate agreements rather than
generally under the Guidelines.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
asserts that modifying the Guidelines and the Severance Agreements
to vest in the Debtors' employees severance benefits as earned are
necessary to maintain morale among employees at the critical
juncture in the Chapter 11 cases and to ensure the ultimate
success of the Debtors' reorganization and emergence from
bankruptcy.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Signs Deal with Louisiana on Sales Taxes
--------------------------------------------------------
Quebecor World (USA) Inc. and the State of Louisiana Department of
Revenue reached a stipulation in connection with the Debtors'
compliance with their postpetition sales tax obligations.

As agreed, on or before June 30, 2009, the Debtors will remit to
Louisiana a payment in the amount of $264,219, on account of all
postpetition sales tax owed to Louisiana by the VDA Debtors for
the period January 21, 2008, through and including the month of
April 2009.  Louisiana's acceptance of the Postpetition Payment
will be without prejudice to Louisiana's ability to seek payment
of additional sums on account of the VDA Debtors' postpetition
sales tax obligations for the Postpetition Sales Tax Periods, and
to the extent that the amount of postpetition sales tax due during
the postpetition sales tax period, together with applicable
penalties and interest, is determined to exceed the amount of the
Postpetition Payment.

The VDA Debtors will file all requisite sales tax returns and
remit any sales tax payable in respect to Louisiana for the month
of May 2009 by June 20, 2009, and in the ordinary course of
business for the remainder of the Chapter 11 Cases.

Louisiana's objection to the Debtors' Voluntary Tax Disclosure
Procedures as it relates to the Debtors' postpetition sales tax
compliance obligations for the Postpetition Sales Tax Periods and
is resolved and withdrawn.  Upon confirmation of a plan of
reorganization by the Debtors only those surviving entities will
be subject to continued sales tax return filing requirements.

The Debtors ask the Court to approve the Stipulation.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


RAPID LINK: April 30 Balance Sheet Upside-Down by $5,188,555
------------------------------------------------------------
Rapid Link, Inc., reported $11,339,032 in total assets and
$16,527,587 in total liabilities, resulting in $5,188,555 in
stockholders' deficit as of April 30, 2009.

For the second fiscal quarter ended April 30, 2009, the Company
posted a $1,153,354 net loss compared to a $442,164 net income for
the same period last year.  The Company posted a $1,813,861 net
loss for the six months ended April 30, 2009, compared to a
$189,376 net income for the same period last year.

The Company has an accumulated deficit of $55,126,284 as of April
30, 2009 as well as a significant working capital deficit.  The
Company said funding of working capital deficit, current and
future operating losses, and expansion will require continuing
capital investment, which may not be available to it.  Although to
date the Company has been able to arrange debt facilities and
equity financing, there can be no assurance that sufficient debt
or equity financing will continue to be available in the future or
that it will be available on terms acceptable to the Company.

KBA Group LLP in Dallas, Texas, the Company's independent auditors
have included a going concern paragraph in their audit opinion on
the Company's consolidated financial statements for the fiscal
year ended October 31, 2008, which states, "The Company has
suffered recurring losses from continuing operations during each
of the last two fiscal years.  Additionally, at October 31, 2008,
the Company's current liabilities exceeded its current assets by
$2.1 million and the Company had a shareholders' deficit totaling
$2.9 million.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

A full-text copy of the Company's Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?3e4e

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.


RASHAD MUNIR: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rashad S. Munir
        60 Oakside Avenue, Unit 2
        Brockton, MA 02301

Bankruptcy Case No.: 09-15860

Chapter 11 Petition Date: June 25, 2009

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

Judge: Henry J. Boroff

Debtor's Counsel: Michael Van Dam, Esq.
                  Van Dam & Traini, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  Email: mvandam@trainilaw.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
2 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/mab09-15860.pdf

The petition was signed by Rashad S. Munir.


REVLON INC: Files 2008 Annual Report for Employee Plan
------------------------------------------------------
Revlon Inc. filed with the Securities and Exchange Commission an
annual report on Form 11-K for the year ended December 31, 2008,
on the Revlon Employees' Savings, Investment and Profit Sharing
Plan.  The Plan reported net assets available for benefits of
$94,914,000 at December 31, 2008.

The Plan is a qualified defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended.  The Plan is sponsored by Revlon Consumer Products
Corporation.  The Plan Administrator is Products Corporation.

In 2008 and 2007, the Plan's investment manager and record-keeper
for the Plan's assets was Fidelity Investments Institutional
Operations Company, Inc., and the Plan's trustee was Fidelity
Management Trust Company.

A full-text copy of the Annual Report on Form 11-K is available at
no charge at http://ResearchArchives.com/t/s?3e42

Separately, Revlon disclosed that Kenneth L. Wolfe, 70, resigned
as a director of the Company, effective June 16, 2009.  Mr. Wolfe,
who has been a member of the Company's Board of Directors since
2004, advised the Company that he desired to spend more time
devoted to his family and personal matters and commitments.

"The Company appreciates and is grateful for Mr. Wolfe's service
during his 5 years on the Board," Revlon said in a regulatory
filing.

                      About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2009, Revlon Inc. had $784,700,000 in total assets;
$300,900,000 in total current liabilities, $1,183,600,000 in long-
term liabilities, $107,000,000 in long-term debt of affiliates,
$222,900,000 in Long-term pension and other post-retirement plan
liabilities, and $65,400,000 in other long-term liabilities;
resulting in $1,095,100,000 in stockholders' deficit.

                           *     *     *

Revlon Inc., the parent company of Revlon Consumer Products Corp.
(B-/Stable/--) has received a proposal from MacAndrews & Forbes
Holdings Inc. to convert Revlon Inc.'s Class A common stock,
currently not held by M&F, to voting preferred stock.

According to the Troubled Company Reporter on April 23, 2009,
Standard & Poor's Ratings Services said the proposal, which was
sent to the independent members of Revlon Inc.'s Board of
Directors, will not immediately affect the RCPC ratings or
outlook.  M&F effectively controls about 75% of Revlon Inc.'s
voting rights.  The preferred stock would pay an annual dividend
of 12.5% and would be redeemed four years from the date of
issuance at the liquidation preference, which is about
$75 million.  Along with this transaction, M&F proposed to
contribute $75 million of its $107 million subordinated loan to
Revlon Inc. (payable by RCPC), extend the loan maturity to 2013,
and increase the interest rate on this loan to 12.5%.  As a result
of the M&F loan maturity extension, RCPC would not have any
scheduled debt maturities until 2011.  S&P expects that if Revlon
Inc.'s board accepts the M&F proposal, there would be no
significant effect on the company's cash flow or credit metrics.


RICHARD STEWART: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard Michael Stewart
           dba K.C. Concrete & Construction
        P.O. Box 1732
        Noblesville, IN 46061

Bankruptcy Case No.: 09-09097

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator Redman Bruner Shive & Ludwig
                  151 N Delaware St Ste 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  Email: ksmith@batorredman.com

Total Assets: $1,555,750

Total Debts: $2,867,026

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

          http://bankrupt.com/misc/insb09-09097.pdf

The petition was signed by Mr. Stewart.


RONALD HUSTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Ronald George Huston
                  aw Mountain Safari, Inc.
                  aw Huston Properties, Inc.
                  dba Oak Tree Village
               Linda Marie Huston
                  aw Mountain Safari, Inc.
                  aw Huston Properties, Inc.
                  dba Oak Tree Village
               37375 Ironwood Drive
               Yucaipa, CA 92399

Bankruptcy Case No.: 09-24196

Chapter 11 Petition Date: June 25, 2009

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

Judge: Thomas B. Donovan

Debtors' Counsel: Winfield S. Payne, III, Esq.
                  Winfield Payne and Associates
                  4308 Lime St.
                  Riverside, CA 92501
                  Tel: (951) 276-9300
                  Email: Wpaynelaw@aol.com

Total Assets: $7,325,189

Total Debts: $4,336,569

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

      http://bankrupt.com/misc/cacb09-24196.pdf

The petition was signed by the Joint Debtors.


RSC EQUIPMENT: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of RSC
Equipment Rental, Inc. -- Corporate Family Rating and Probability
of Default Rating to B3 from B2.  Moody's also rated the company's
proposed new senior secured notes B1.  The speculative grade
liquidity rating was downgraded to SGL-3.  The ratings outlook is
stable.

The ratings downgrade reflects reduced rental demand and pricing
pressure due to the slowdown in non-residential construction, an
important source of the company's revenues, as well as softer
equipment rental demand from the industrial market.  The reduced
demand has resulted in significant margin erosion and lower
realized value on equipment sales, which are driving lower return
on invested capital and weaker credit metrics for the company.
Because demand for rental equipment will likely remain soft
through 2010 due to the severity of the economic downturn within
the U.S., Moody's anticipates that the company's EBITDA to
interest metric will fall to approximately 2.3 times for 2009 from
3.8 times in 2008, and that the company's overall financial
profile will be more consistent with a B3 Corporate Family Rating.

The assignment of a B1 rating to RSC's new senior secured notes
reflects their priority of claim in the capital structure as per
Moody's Loss Given Default rating methodology.  The notes are pari
passu in right of payment with all existing and future Senior
Indebtedness.  The proposed notes are first lien senior secured
notes junior in priority to the liens securing the Senior ABL
Facility.  Proceeds are anticipated to be used to pay down the
company's ABL term loan, currently maturing in 2011.  Moody's
notes that the note's ratings and the ratings/LGD assessments of
all other rated instruments in RSC's capital structure may change
if the size, terms, or conditions are substantially different than
those anticipated by Moody's in its rating action.

The ratings downgrade considers the benefits from the proposed
transactions impact on the company's refunding risk.  The ABL
holders are being offered various incentives including a coupon
premium in exchange for extending the company's debt maturity,
currently November 30, 2011.

RSC's B3 Corporate Family Rating considers the company's leading
competitive position in the North American equipment rental
industry, which should partially insulate the company from the
severe contraction in the non-residential construction market.
Industrial companies, which provide about 50% of RSC's rental
revenues and partially offset the declining construction end
markets, are also suffering from the significant downturn in the
U.S. economy and their cost reduction initiatives will likely
result in less requirements for rental equipment.

The downgrade in the Speculative Grade Liquidity rating to SGL-3
from SGL-2 reflects the view that the value of the company's
equipment supporting the borrowing base is declining in value due
to market conditions, ongoing depreciation, and lighter
reinvestment in new equipment.  The stable outlook reflects the
expectation that the proposed transaction will be executed as
contemplated.  Failure to refinance or extend the ABL's maturity
could result in a negative outlook.

These ratings were assigned:

* Proposed senior secured revolving bank credit facility rated Ba3
  (LGD2, 20%);

* $300 million senior secured notes rated B1 (LGD3, 30%).

These ratings were downgraded and assessments changed:

* Corporate Family Rating downgraded to B3 from B2;

* Probability of Default Rating downgraded to B3 from B2;

* $1.45 billion senior secured revolving bank credit facility
  downgraded to Ba3 (LGD2, 20%) from Ba2 (LGD2, 19%), to be
  withdrawn post the refinancing;

* $244 million senior secured term loan bank credit facility
  downgraded to Ba3 (LGD2, 20%) from Ba2 (LGD2, 19%), to be
  withdrawn post the refinancing;

* $899.3 million 2nd lien term loan due 2013 downgraded to Caa1
  (LGD4, 63%) from B3, (LGD4, 62%);

* $620.0 million senior unsecured notes due 2014 downgraded to
  Caa2 (LGD5, 89%) from Caa1 (LGD5, 89%); and,

* Speculative Grade Liquidity rating downgraded to SGL-3 from SGL-
  2.

The ratings outlook is stable.

The last rating action was on April 22, 2009 at which time Moody's
changed RSC's rating outlook to negative.

RSC Equipment Rental, Inc., is one of the largest equipment rental
companies in North America operating 464 locations throughout the
United States and Canada.  The company maintains over 1,000
categories of equipment having an original equipment cost of
$2.7 billion.  Revenues for 2008 were approximately $1.8 billion.


RSC EQUIPMENT: S&P Retains 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on RSC
Equipment Rental, including the 'B+' corporate credit rating,
remain unchanged.  The outlook is stable.  S&P also assigned an
issue-level rating of 'BB' to the proposed offering of
$300 million first-lien notes due 2017 (based on preliminary
terms; S&P is basing the rating on the assumption of $300 million
of notes and S&P's estimate of the borrowing base availability on
the ABL credit facility).  The recovery rating is '1', indicating
high expectation (90%-100%) of recovery in the event of a default.
S&P expects the company will use the proceeds to reduce term-loan
debt and thereby increase availability on the company's revolving
credit facility.

The ratings on RSC reflect its aggressive financial profile, which
more than offsets its position as one of the largest providers of
construction equipment rentals.  Although RSC operates in the
cyclical, highly competitive, and fragmented equipment rental
sector, it has good geographic, product, customer diversity, and a
well-maintained and relatively young fleet.

"The ratings and outlook incorporate S&P's expectations of
declining industry conditions in the intermediate term, following
several years of relatively healthy industry fundamentals," said
Standard & Poor's credit analyst John R. Sico.  S&P expects that
RSC will see deterioration in its operating performance as it
operates in the declining phase of the cycle.

"However, if nonresidential construction markets decline by more
than S&P expects in 2009, which S&P currently believes will be
20%, S&P could revise the outlook to negative or lower the
ratings, in light of a severe downturn and significant
deterioration in operating margins because of much weaker pricing
conditions," he continued.  Standard & Poor's expects RSC to
maintain financial and acquisition discipline.  S&P's ratings and
outlook do not factor in dividends or other shareholder-friendly
initiatives, or a debt-financed acquisition, all of which could
result in a possible downward rating action.  Ratings upside is
unlikely at this point in the cycle.


SHABBIR SHAIKH: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Shabbir M. Shaikh
                 aka Shaikh W. Shabbir
               Rubina Shabbir
                 aka Rubina Shaikh
               10011 Park Royal Drive
               Great Falls, VA 22066

Bankruptcy Case No.: 09-15091

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtors' Counsel: Bennett A. Brown, Esq.
                  The Law Office of Bennett A. Brown
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: (703) 591-3500
                  Fax: (703) 591-2185
                  Email: bennett@pcgalaxy.com

Total Assets: $4,704,000

Total Debts: $3,143,104

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/vaeb09-15091.pdf

The petition was signed by the Joint Debtors.


SIRIUS XM: Jon Zellner Leaves Post to Join Clear Channel
--------------------------------------------------------
Sarah McBride at The Wall Street Journal reports that Jon Zellner
has left Sirius XM Radio Inc. as its senior vice president of
music programming to take up the same role at rival Clear Channel
Communications Inc. in July.

W. Scott Bailey at San Antonio Business Journal relates that Mr.
Zellner will work with Clear Channel program directors in major
and mid-sized U.S. markets, and will report to Mark Kopelman,
executive vice president of the Company's operations.

Business Journal states that at Sirius XM, Mr. Zellner has
supervised programming for more than 75 channels, and previously
served as XM's executive vice president of programming.

                  Jeffrey Zients Leaves Board

Radio Ink Magazine relates that Jeffrey Zients, after being
confirmed by the Senate as the Deputy Director of the U.S. Office
of Management and Budget, has resigned from Sirius XM's board of
directors.  According to a filing with the U.S. Securities and
Exchange Commission, Sirius XM notified Nasdaq that, now having
seven independent directors, it is no longer in compliance with
Nasdaq listing rules.  Sirius XM said that it will, as the rules
require, be back in compliance with the independent-director
requirement before its next annual stockholders' meeting or
June 22, 2010, Radio Ink reports.

      Unit Prices Offering of Senior Secured Notes due 2013

XM Satellite Radio Inc., a wholly owned indirect subsidiary of
SIRIUS XM Radio, priced an offering of $525,750,000 of Senior
Secured Notes due 2013.  The offering size was increased from
$350,000,000 in response to strong investor demand.

The notes, which were offered pursuant to Rule 144A and Regulation
S under the Securities Act of 1933, will bear interest at an
annual rate of 11.25%.  The price to investors will be 95.093% of
the principal amount of the notes.  The company will receive gross
proceeds of $499,951,448 from the sale of the notes before
deducting the initial purchaser's commissions and estimated
offering expenses.  The notes will be guaranteed by XM Satellite
Radio Holdings Inc. and certain subsidiaries.

XM will use the net proceeds from the offering to repay all
amounts outstanding under its amended and restated credit
agreement; to replace the $150 million second-lien credit
agreement with Liberty Media Corporation, which will be terminated
upon the closing of the offering; and to refinance or repay other
debt of XM and XM Holdings.  The balance of the net proceeds, if
any, will be used for general corporate purposes.

The notes have not been registered under the Securities Act, or
any state securities laws, and may not be offered or sold in the
United States absent registration, except pursuant to an exemption
from the registration requirements of the Securities Act and
applicable state securities laws.

                    About Sirius XM Radio

Headquartered in New York, Sirius XM Radio Inc. (SIRI) --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The Company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The Company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target, and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
February 17, 2009.  The corporate credit rating outlook is stable.


SK FOODS: Olam West Coast Buys Firm, Sale Gets Court Okay
---------------------------------------------------------
Tim Sheehan at The Fresno Bee reports that Olam West Coast
acquired SK Foods LP out of bankruptcy for $39 million on
Thursday.

Bradley Sharp, the bankruptcy trustee for SK Foods said that Olam
West was the sole qualified bidder to participate in the auction
for SK Foods' "physical assets" -- its property, plants, and
equipment -- on Wednesday, The Fresno Bee states.  Olam West's
vice president of strategic investment, Stephen B. Smith, said in
court documents that his company had been interested in acquiring
SK Foods since February "in order to expand into the tomato-
processing business in California."

According to The Fresno Bee, the sale includes SK's tomato
processing plant in Lemoore and another plant in Williams.  The
sale doesn't include SK Foods' accounts receivable or its existing
inventory of product, the report states, citing Mr. Sharp.

Mr. Sharp said that the U.S. Bankruptcy Court for the Eastern
District of California has approved the sale, The Fresno Bee
relates.

SK Foods LP runs a tomato processing facility in Lemoore.  It
filed for Chapter 11 bankruptcy protection after being dropped by
its lending group.  As reported by the Troubled Company Reporter
on May 12, 2009, creditors filed an involuntary Chapter 11
petition SK Foods LP and affiliate RHM Supply/ Specialty Foods
Inc. before the U.S. Bankruptcy Court for the Eastern District of
California.  SK Foods had said that it was preparing to file a
voluntary Chapter 11 petition.


SMITHFIELD FOODS: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service lowered Smithfield Foods, Inc.'s
existing long-term ratings, including its corporate family and
probability of default ratings to B2 from B1.  This rating action
was based on Moody's concern that soft hog prices, following the
news of the A (H1N1) virus outbreak and exacerbated by the global
recession, will preclude sufficient near term earnings improvement
in Smithfield's hog production segment.  Moody's also rated at Ba3
Smithfield's new $500 million senior secured notes to be issued
under Rule 144A, subject to review of final documentation.
Moody's affirmed the company's speculative grade liquidity rating
of SGL-4.  The rating outlook was changed to stable from negative.

Ratings lowered, and certain LGD assessments revised:

* Corporate family rating to B2 from B1

* Probability of default rating to B2 from B1

* Senior unsecured debt ratings to Caa1 (LGD5, 83%) from B3 (LGD5,
  81%)

Rating affirmed:

* Speculative grade liquidity rating at SGL-4

Rating assigned:

* New $500 million senior secured notes due 2014 at Ba3 (LGD2,23%)

Smithfield's prior B1 corporate family rating had incorporated the
expectation that industry capacity reductions would bring higher
hog market prices in the company's fiscal year ending in April
2010, and that the significant moderation of feed grain prices
would also help to boost profitability.  However, the outbreak in
late April of influenza A(H1N1) -- incorrectly known as swine flu
-- impacted U.S. fresh pork demand initially, and hence market
prices.  While the domestic pork market seems to have returned to
more normal levels, some international markets such as China
continue to place restrictions on pork imports, hurting major US
hog producers. In mid-April 2009, before the H1N1 outbreak, the
US$A had projected hog prices of $46 to $48 per hundredweight in
calendar 2009; its mid-June report, after the outbreak, had
lowered that projection to $43 to $45 per hundredweight.  At this
point, though, the lingering and severe global recession is the
most significant factor in soft pork demand and prices.

This external event occurred at a challenging time for Smithfield.
Despite record profits in its packaged meats and export
businesses, Smithfield reported a consolidated operating loss for
the fiscal year ended May 3, 2009, of $135.7 million, pro forma
for restructuring charges of $88.2 million but without the
earnings of the beef business that was classified as a
discontinued operation.  Operating profit in pork products was
insufficient to offset the hog production segment's reported
operating loss of $521.2 million.  Reported EBITDA, without beef
earnings but pro-forma for restructuring charges, was only about
$199 million, slightly less than interest expense.  Market prices
of U.S. live hogs in the most recent fiscal quarter were $43 per
hundredweight, well below domestic raising costs of $63 per
hundredweight.  Through the fiscal year end, Smithfield's corn
costs were locked in at about $6 per bushel, well above market
levels.

The change in rating outlook to stable from negative reflects the
expectation that profitability in fiscal year April 2010 will
gradually and modestly improve in hog production, given lower feed
grain costs and the capacity reductions that the company has made
and will make.  Smithfield has already cut the size of its U.S.
sow herd by 10% and has initiated another 3% reduction.
Smithfield's restructuring initiatives should also boost
profitability, with approximately $55 million of annual cost
savings targeted in fiscal 2010 and $125 million in fiscal 2011.

The new $500 million senior bond to be issued under Rule 144A will
be guaranteed by material domestic subsidiaries and will benefit
from security.  The notes will have a first lien on tangible and
intangible personal property of the borrower and guarantors,
certain fixed assets, and 65% of stock in foreign subsidiaries.
The notes will have a 2nd lien on the collateral pledged to a new
$1 billion domestic asset based revolving credit facility.  This
security will be shared with Smithfield's $200 million term loan.
The rating assigned to the new notes reflects their structural
advantages over Smithfield's senior unsecured debt.

The company's SGL-4 rating reflects Moody's anticipation that
Smithfield will rely on its external sources of cash in order to
cover capital expenditures, working capital requirements, and
scheduled debt maturities until profit margins and internal cash
flow generation strengthen.  The SGL-4 incorporates the company's
current capital structure and financial covenants, some of which
have modest cushion.  External available liquidity at May 3, 2009
was robust, at $1.1 billion.  Senior debt due in October 2009,
aggregating $241 million, can thus be repaid from operating cash
flow or by drawings under Smithfield's revolving credit agreement
or by proceeds from the new senior notes issue.

Smithfield is in the process of significantly improving its
capital structure.  Its $1.3 billion domestic revolving credit
facility expiring in August 2010 is expected to be replaced by a
new $1 billion ABL that will expire the earlier of 3 years from
closing or 90 days prior to the maturity of certain other debt
instruments.  The ABL's only financial covenant will be a fixed
charge coverage ratio that will be tested only when usage exceeds
a high threshold that is unlikely to be met often.  The unrated
ABL will have a first lien primarily on receivables and inventory
and a second lien on the assets that secure the new senior secured
notes.  Smithfield is evaluating alternatives for its Euro
revolving credit facility, which expires for the most part in
August 2010.  Moody's anticipates that Smithfield will address
financial covenants in the process.  Moody's further expects that
the company's $200 million term loan will be extended for an
additional two years from its original August 2011 maturity and
that maintenance financial covenants will be eliminated.  In
effect, Smithfield is unlikely to be subject to ongoing
maintenance financial ratio covenants.  At the conclusion of these
efforts as contemplated, Moody's could raise Smithfield's
speculative grade liquidity rating to SGL-3.

Moody's most recent rating action for Smithfield on October 28,
2008 confirmed the company's prior ratings and maintained its
negative outlook.  On April 27, 2009, Moody's commented in a press
release that the outbreak of the H1N1 virus had not impacted
Smithfield's ratings at that time.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor.  Sales for the
fiscal year ended May 3, 2009, excluding the revenues of the
discontinued beef business, were approximately $12.5 billion.


SMITHFIELD FOODS: S&P Assigns 'BB-' Senior Secured Debt Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
senior secured debt and '1' recovery rating to Smithfield Foods
Inc.'s planned $500 million senior secured note offering due 2014.
The '1' recovery rating indicates S&P's expectation of substantial
recovery (90%-100%) of principal in the event of a default.

In addition, S&P affirmed all of the existing ratings on
Smithfield Foods, including its 'B' corporate credit rating.  The
outlook is negative.

The note offering will be issued pursuant to Rule 144A but will
not have registration rights.  Proceeds from this offering as well
as the company's planned $1 billion asset backed revolving credit
facility (unrated) and the planned $200 million term loan maturing
in 2013 (unrated) will replace Smithfield's existing U.S. credit
facility, will help refinance near-term debt maturities, and be
used for general corporate purposes.  Approximately $3 billion of
debt was outstanding as of May 3, 2009.

"The ratings on Smithfield Foods Inc. reflect the continued weak
operating performance in the company's hog production segment,
volatility of feed costs, cyclicality of the swine industry, and
very high debt leverage," explained Standard & Poor's credit
analyst Patrick Jeffrey.

The swine industry is highly competitive, commodity-based, and
cyclical.  Although the company benefits from its position as the
leading producer, processor, and marketer of fresh and processed
pork in the U.S., Smithfield faced a very challenging operating
environment in fiscal 2009 as an oversupply of hogs, high feed
costs, and the A(H1N1) virus resulted in a significant earnings
decline.

"Although the company has reduced its hog production
capacity, S&P believes pricing trends for pork remain uncertain in
the near term as demand continues to be affected by the weak
economy and the A(H1N1) virus" added Mr. Jeffrey.  S&P also
believes that other pork producers in the industry will also need
to reduce livestock numbers to stabilize hog prices.  In fiscal
2009, the company hedged feed costs in anticipation of continued
increases but then incurred significant losses as feed costs
dropped well below Smithfield's hedged positions.  However, S&P
believes Smithfield's feed costs should materially decline in
fiscal 2010 as its higher cost hedge positions roll off in the
first quarter.  In addition, Smithfield has implemented a
restructuring of its pork operations that is expected to result in
cost savings of about $55 million in fiscal 2010 and $125 million
in fiscal 2011 (does not include depreciation).

The outlook is negative.  As a result of very weak operations in
fiscal 2009, total debt to EBITDA was very weak for the rating at
15.7x.  Although S&P expects the first quarter of fiscal 2010 to
remain somewhat soft, S&P expects lower feed costs and operating
initiatives implemented by the company to result in significant
improvement in credit measures through the remainder of fiscal
2010.  S&P also believes Smithfield's planned credit facilities
and senior secured debt issuance will provide enhanced near term
liquidity as the company continues to focus on eliminating all of
its quarterly financial covenants.  S&P could lower the rating
over the near term if leverage increases materially and if the
company does not demonstrate improved quarter-over-quarter
improvement in EBITDA by the second quarter of fiscal 2010 and
continuing though the remainder of fiscal 2010.  S&P could also
lower the rating if Smithfield faces further liquidity pressure.
S&P would consider a stable outlook if the company is able to
reduce debt leverage approaching the mid-6x area, maintain
adequate liquidity and demonstrate sustained improvement in its
hog production operations.


SOURCE INTERLINK: Declares Confirmed Plan Effective as of June 19
-----------------------------------------------------------------
Source Interlink Companies, Inc., filed on June 19, 2009, a Notice
of Effective Date with the United States Bankruptcy Court for the
District of Delaware.  The Bankruptcy Court had entered an order
on May 28, 2009, confirming the Debtors' Prepackaged Joint Plan of
Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, with
technical amendments.  The order became final on June 8, 2009

The Company has emerged from Chapter 11 as a privately-held
company concurrently with the funding of its exit financing and
other commitments contemplated under the Plan.  As of the
Effective Date, the Company has, among other things:

   -- Reorganized the Company and its affiliated Debtors and
      subsidiaries such that its subsidiary, Source Home
      Entertainment, Inc., has become the parent of the Company
      -- Holdco -- and all of the Company's other subsidiaries and
      holds 100% of the Company's issued and outstanding capital
      stock;

   -- Entered into a $300 million revolving credit agreement by
      and among the Company as borrower, the guarantors, the
      lenders, Wells Fargo Foothill, LLC as administrative agent
      and as collateral agent, Citicorp North America, Inc., as
      syndication agent and JPMorgan Chase Bank, N.A., as
      documentation agent;

   -- Entered into a $485 million revolving credit agreement
      comprising an $85 million Term Loan A and a $400 million
      Term Loan B, by and among the Company as borrower, the
      guarantors, the lenders, Citicorp North America, Inc. as
      administrative agent and as Term Loan A collateral agent and
      Term Loan B collateral agent, and JPMorgan Chase Bank, N.A.,
      as syndication agent;

   -- Exchanged with the holders of Class 4 Term Loan Claims
      an aggregate principal amount equal to $400 million (plus
      applicable interest and fees) of Class 4 Term Loan Claims
      for $400 million aggregate principal amount of Term Loan B
      as provided for by the Plan;

   -- Exchanged with the holders of Class 4 Term Loan Claims the
      remaining amount of Class 4 Term Loan Claims for a pro rata
      share of 100% of the newly issued common stock of Holdco
      and the Holdco Loan; and

   -- Extinguished an intercompany loan in the approximate
      principal amount of $1.9 million between Holdco and Source
      Interlink Distribution, LLC.

Also as of the Effective Date, Holdco entered into a $200 million
unsecured term loan agreement  by and among Holdco as borrower,
the lenders, Citicorp North America, Inc., as administrative agent
and JPMorgan Chase Bank, N.A. as syndication agent -- Holdco Loan.
The Company is neither an obligor nor a guarantor under the Holdco
Loan, nor does the Company otherwise have any obligations to repay
the Holdco Loan.

Pursuant to the Plan, the Company's existing common stock and
other equity interests were cancelled on the Effective Date
without any distribution on account of such equity interests.
Accordingly, the Company plans to terminate its registration under
the Securities Exchange Act of 1934, as amended.  A Form 25 was
filed with the Securities and Exchange Commission on May 29, 2009,
by NASDAQ to delist the Company's common stock from the NASDAQ
Stock Market LLC and to remove the Company's common stock from
registration under section 12(b) of the Securities Exchange Act of
1934, as amended.

Pursuant to the Plan, holders of the Senior Notes Claims did not
receive any distribution on account of such claims, and Senior
Notes Claims were discharged, cancelled, released, and
extinguished as of the Effective Date.

Pursuant to the Plan, holders of Section 510(b) Claims did not
receive any distribution on account of such claims, and Section
510(b) Claims were discharged, cancelled, released, and
extinguished as of the Effective Date.

Other claims under the Plan were unimpaired.

On the Effective Date, 100% of Holdco's common stock was issued to
the holders of the Class 4 Term Loan Claims as set forth in the
Plan, and it had no other capital stock outstanding.

A full-text copy of the Plan, as amended and supplemented dated
May 26, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?3e43

Bonita Springs, Florida-based Source Interlink Companies, Inc., --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences.  Source Interlink Media, LLC, publishes more than 75
magazines and 90 related Web sites.

Source Interlink and 17 affiliates filed for bankruptcy on
April 27, 2009 (Bankr. D. Del. Case No. 09-11424).  Judge Kevin
Gross presides over the case.  David Eaton, Esq., and David Agay,
Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Mark
M. Billion, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl Young Jones in Wilmington, Delaware, serve as bankruptcy
counsel.  Meolis & Company LLC serves as the Debtors' financial
advisors, while Kurtzman Carson Consultants LLC is the Debtors'
claims and notice agent.  As of April 24, 2009, the Debtors had
$2,436,005,000 in total assets and $1,995,504,000 in total debts.


SOUTH SOUND: Gets Temporary Access to Cascade Bank Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized, on an interim basis, South Sound Property Development,
L.L.C., to:

   -- access the cash securing repayment of loan from Cascade
      Bank; and

   -- grant adequate protection.

A final hearing to the Debtor's continued use of case collateral
will be held on July 6, 2009, at 11:59 a.m.

The Debtor and Cascade Bank are parties to various loan
agreements, security agreements, financing statements, and a deed
of trust pursuant to which Bank asserts it holds security interest
and liens in various items and parcels of real and personal
property of the Debtor.

On May 21, 2009, Debtor owed Bank $12,735,000, including
principal, interest, fees, and costs, but excluding attorney's
fees to which Bank is entitled under the Loan Documents and
applicable law.  Additional interest, fees, costs, and attorneys'
fees have accrued between May 21, 2009, and the petition date.

The Debtor will grant Bank liens and security interests upon all
property of the estate.

Secured creditor, Cascade Bank objected to the Debtor's motion to
access the cash collateral.  The bank related that the Debtor
lacked the necessary funds to make ongoing interest payments on
the Debtor's secured loan with the Bank.  The bank related that:

   -- the motion failed to provide the bank with adequate
      protection;

   -- under the proposed budget, there will be insufficient net
      revenue to service monthly accruing interest for the loan
      until December 2009;

   -- the bank must be provided with necessary financial
      information;

   -- maintenance and repair cost budget of $2,000 per month was
      unrealistic;

   -- the Debtor's employment of prepetition accountant troubled
      the bank; and

   -- a carveout for professional fees of $200,000 was too high.

The Court directed the Debtor to allow Bank access to the
prepetition collateral and adequate protection collateral for the
purpose of enabling the bank to inspect and audit the collateral
and the books and records of the Debtor.

                    About South Sound Property

Lacey, Washington-based South Sound Property Development, L.L.C.,
is engaged in the real estate business.

The Company filed for Chapter 11 on May 21, 2009 (Bankr. W. D.
Wash. Case No. 09-43633).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC, represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $10 million to
$50 million.


SPECTRUM BRANDS: Terms of Confirmed Chapter 11 Plan
---------------------------------------------------
As reported by the Troubled Company Reporter on June 26, Judge
Ronald King of the U.S. Bankruptcy Court for the Western District
of Texas, San Antonio Division, approved on June 25 Spectrum
Brands Inc.'s Plan of Reorganization and will enter a confirmation
order upon submission.  Following entry of the confirmation order,
the plan will become effective -- and the company will exit
bankruptcy protection -- as soon as all closing conditions to the
Plan, including the closing of the company's exit financing, have
been met.  Spectrum Brands expects to emerge from Chapter 11 in
August.

Prior to the series of Confirmation Hearings held from June 15 to
June 24, 2009, the Debtors' voting and solicitation agent,
Financial Balloting Group, LLC, filed a report with the Court
showing that the Debtors received overwhelming support from
holders of Class 7 Noteholder Claims.  More than 99% of ballots
submitted by holders of Class 7 Claims were cast in favor of the
Plan.

Tabulation of Class 7 Ballots:

     Amount         Amount              Number       Number
   Accepting      Rejecting           Accepting    Rejecting
      (%)             (%)                (%)          (%)
------------    -----------          ---------    ---------
$951,401,797    $38,998,110            1,664          6
(96.06%)           (3.94%)           (99.64%)      (0.36%)

FBG also reported that 76 ballots were excluded from tabulation,
a list of which and the reasons for their exclusion is available
for free at http://bankrupt.com/misc/Spectrum_ExcludedBallots.pdf

The Court has ordered that each holder of Claims in Class 2 are
entitled to cast a provisional vote on the Plan to be counted
only if the Court determines at the Confirmation Hearing that
holders of Class 2 Term Facility Claims are impaired.

Tabulation of Class 2 Ballots:

     Amount         Amount               Number       Number
   Accepting      Rejecting            Accepting    Rejecting
      (%)             (%)                 (%)          (%)
------------    ------------          ---------    ---------
$331,888,417    $865,330,190              4            131
   (27.72%)        (72.28%)             (2.96%)      (97.04%)

Based on this tabulation of results, Class 2 has not accepted the
Plan, says Kathleen M. Logan, president of Logan & Company.
According to Ms. Logan, they have invalidated 1 ballot having a
claim amount $5,269,695.21, for having already voted against the
Confirmation of the Plan.

Further, Ms. Logan informed the Court, that the amounts used in
the class 2 solicitation included a tranche denoted in Euros, not
in Dollars.  Logan converted the amounts to dollars using the
conversion rate of 1.3232 in effect on the Class 2 Voting Record
Date.  The calculation increased the claims voted by $74,497,373.
Of this amount, $21,641,718 voted to accept the plan and
$52,855,654 voted against it, Ms. Logan notes.

On the voting results, Mr. Hussey said, "Today marks a
significant milestone in our pre-negotiated debt restructuring
process.  We are pleased to have the strong support of our
noteholders and appreciate the continued loyalty of our business
partners, suppliers, customers and employees as we move through
this process, from which we expect to emerge with a stronger
balance sheet and better positioned to pursue revenue and profit
growth opportunities."

    Spectrum Brands Settles Senior Lenders' Plan Objection

As reported by the TCR, Spectrum Brands reached agreement with the
agent acting for the senior term lenders as to the terms of a
settlement that would revise the terms of its senior term credit
facility and resolve the senior term lenders' objection to
Spectrum Brands' Plan.

The Senior Secured Lenders are Silver Point Capital, Caspian
Select Credit Master, Sandell/Castlerigg Master Investments,
Scoggin Capital Management and Goggenheim Partners.

The key terms of the amendment to the senior term credit facility
include:

  * a floor on LIBOR rate of 150 basis points;

  * an increase of 250 basis points in the applicable rate to
    apply to each tranche of the facility;

  * increased required senior leverage ratios to allow a maximum
    senior leverage ratio of 5.75 through October 2010, 5.50
    from October 2010 through October 2011; and 5.00 thereafter;
    and

  * a change in the maturity of the senior term loans from
    March 2013 to June 2012.

"We are very pleased to have reached this mutually agreeable
settlement with our senior term lenders which we believe
represents a major step forward in our efforts to implement our
proposed Plan of Reorganization and ultimately emerge from
Chapter 11 protection later this summer.  We believe the Plan of
Reorganization, including the proposed amendment to the senior
term credit facility, will significantly improve the financial
profile of the company," said Kent Hussey, CEO of Spectrum
Brands.

The Administrative Agent and the Senior Secured Lenders objected
to the confirmation of the Plan complaining that:

  (i) The main purpose for this plan is to deliver the Debtors'
      equity to the Subordinated Noteholders, which is a blatant
      violation of the Credit Agreement's prohibition against
      making distributions to Subordinated Noteholders before
      the Senior Secured Lenders are repaid in full.  These
      distributions would cause an immediate Event of Default
      upon consummation of the Plan.

(ii) The moment the Plan is confirmed, and the new equity
      becomes available to the Subordinated Noteholders, there
      will be a Change of Control to the Noteholder Group, Mr.
      Terry adds.  This Change of Control Event of Default also
      is no mere technicality, for it is a common provision of
      credit agreements that ensures senior lenders a seat at
      the table when critical changes in control of the
      borrower's equity are taking place.  But under the Plan,
      the Noteholder Group is seeking nothing less than to
      deprive the Senior Secured Lenders of exactly that seat at
      the table;

(iii) although capable of reorganizing successfully, the Debtors
      have proposed a Plan that cannot meet the feasibility
      requirements of Section 1129(a)(11) of the Bankruptcy
      Code.  As the evidence will show, and as the Debtors'
      proposed cramdown "amendment" confirms, the Debtors need
      covenant relief in order to avoid a swift descent back
      into chapter 11 early next year.  The Debtors have
      repeatedly changed their theories and manipulated their
      numbers to try to avoid a default under the Senior Secured
      Leverage Ratio covenant, but in the end there is no
      legitimate solution to the problem;

(iv) the Debtors will be required to demonstrate that the Plan
      can be crammed down over the Senior Secured Lenders'
      rejection of the Plan.  Similarly, this endeavor will
      fail, because the Noteholder Group that extracted an
      interest rate in excess of 17.5% in a secured DIP facility
      they lent into just a few months ago are now compelling
      the Debtors to ask the Court to impose a cramdown
      rate of just 6.7% on the Senior Secured Lenders.

The Senior Secured Lenders further complained that the
Noteholders have been intent on inflating the value of the new
equity they are to receive by attempting to keep the below-market
Credit Agreement in place notwithstanding the multiple defaults
that would occur upon confirmation of the Plan.

                        Debtors Modify Plan

The Debtors, on June 8, 2009, modified, and filed supplements to,
their Plan, including, among others:

  (1) "Amendment No. 1," which is the amendment to the Credit
      Agreement dated March 30, 2007, among, Spectrum as the
      Borrower, the Subsidiary Debtors as Guarantors, Bank of
      New York Mellon as the Administrative Agent, Collateral
      Agent and Syndication Agent, Wachovia Bank, National
      Association as the Deposit Agent, Bank of America N.A. as
      an LC Issuer, and the Lenders, which amendment implements
      the cramdown provisions of Section 3.2(b)(ii) of the Plan.

      A full-text copy of Amendment No. 1 is available for free
      at http://ResearchArchives.com/t/s?3e25

  (2) The treatment of the Class 2 Term Facility Claims.  The
      Term Facility Terms will either be reinstated or will
      receive the treatment required by Section 1129(b)(2)(A) of
      the Bankruptcy Code in accordance with the terms of
      Amendment No. 1, including an interest rate to be
      determined by the Bankruptcy Court at the Confirmation
      Hearing.

  (3) The New Spectrum Governing Documents articulates the
      Reorganized Debtors' Certificate of Incorporation and By
      Laws.  A full-text of the Spectrum Governing Documents is
      available for free at:

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

  (4) The Registration Rights Agreement for New Common Stock is
      an agreement among Spectrum Brands, and its Investors
      Avenue International Master, L.P. and its subsidiaries,
      D.E. Shaw Laminar Portfolios, L.L.C. and Harbinger Capital
      Partners Master Fund I, Ltd. and its affiliates, whereby
      the Company wishes to grant certain registration rights
      with respect to the company's Common Stock held by the
      Investors.  A full-text copy of the Registration Rights
      Agreement for New Common Stock is available for free at:

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

    (5) The New Indenture defines the agreement between Spectrum
        Brands, Inc., its affiliate Debtors as Guarantors, and
        U.S. Bank National Association as trustee, whereby the
        parties agree that Spectrum Brands issues a 12% Senior
        Subordinated Toggle Notes, which may be delivered under
        this Indenture in the aggregate amount of $218,076,405
        plus any Additional Notes.  A full-text copy of the New
        Indenture is available for free at:

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

  (6) The Registration Rights Agreement for New Notes is an
      agreement among Spectrum Brands, and its Investors Avenue
      International Master, L.P. and its subsidiaries, D.E. Shaw
      Laminar Portfolios, L.L.C. and Harbinger Capital Partners
      Master Fund I, Ltd. and its affiliates, whereby the
      Company wishes to grant certain registration rights with
      respect to the company's Common Stock held by the
      Investors.  A full-text copy of the Registration Rights
      Agreement for New Notes is available for free at:

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

  (7) The New Equity Incentive Plan aims to support the
      Company's ongoing efforts to attract and retain leaders of
      exceptional talent and to provide the Company with the
      ability to provide incentives directly linked to the
      profitability of the Company's businesses and to increases
      in shareholder value.  A full-text copy of the New Equity
      Incentive Plan is available for free at:

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

  (8) Spectrum's current board of directors has approved the
      nomination, the election and the appointment of new
      persons to serve as initial board of directors of
      Reorganized Spectrum.  The names and biographies of the
      new members of the board are listed in the Plan
      Supplement.  A list of the names of the members of the New
      Board is available for free at:

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

  (9) The Term Sheet Exit Facility discusses the Debtors' Asset-
      Based Exit Facility and Indicative Terms and Conditions.
      A full-text copy of the Term Sheet Exit Facility is
      available for free at:

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

The Debtors had assured the Court that the modification will not
cause the Plan to fail to meet the requirements of Sections 1122
and 1123.  The Debtors asserted that the modifications either (a)
are not material and not will not adversely impact the rights of
any parties in interest or (b) satisfy all applicable
requirements of the Bankruptcy Code by providing the cramdown
treatment provided under Section 1129(b) with respect to a Class
of Claims that has rejected the Plan.

The Debtors added that they have consulted with the Negotiating
Noteholders concerning the modifications and got the Noteholders'
consent, as required by the Plan.

        Debtors Addressed Plan Confirmation Objections

Maintaining that their Plan is feasible, the Debtors submitted
with the Court an itemized response to the various objections
that certain parties had raised.  The Debtors told the Court that
they have modified the Plan to address the concerns raised by
iStar CTL.

Addressing the concerns of Cascade Investment, L.L.C., which
complained that the Plan is non-compliant or unconfirmable, the
Debtors averred that the overwhelming votes of holders of claims
in Class 7 to accept the Plan had rendered many arguments of the
Cascade Objection moot.

Taking on the U.S. Trustee's disagreement with respect to the
breadth of certain release, injunction and exculpation provisions
contained in the Plan as providing overly broad relief, the
Debtors contended that the releases are limited in scope.  The
Debtors do not believe that there are any Valid Debtor Claims
against any of the released parties.  Moreover, any action
brought to enforce a potential Debtor Claim would involve
significant costs to the Debtors and the distraction of the
Debtors' key personnel from the demands of the Debtors' ongoing
businesses, the Debtors asserted.

For the avoidance of doubt, the Debtors said they have added in
their Plan Modification that the plan is not intended to operate
as a discharge of obligations owed to any Person by any non-
Debtor subsidiary but is intended to protect any non-Debtor
subsidiary from the assertion of Claims against the Debtors for
which the non-Debtor subsidiary has no liability.

The Debtors submitted to the Court a confidential and sealed
response to the Official Committee of Equity Shareholders'
objections to the Plan confirmation.  Believing to have resolved
its Plan Confirmation Objection, Cascade Investment withdrew its
Objection.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and the
Peter and Karen Locke Living Trust -- was appointed by the U.S.
Trustee in Spectrum's bankruptcy cases on March 11, 2009.  The
Equity Committee has tapped Alston & Bird LLP as its bankruptcy
counsel.

The U.S. Trustee was unable to appoint an Official Committee of
Unsecured Creditors as too few creditors expressed an interest in
being appointed to the Committee.

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


SPECTRUM BRANDS: Seeks Ratification of GE Capital Exit Facility
---------------------------------------------------------------
To ensure that Spectrum Brands Inc. and its affiliates have access
to most of the cost-effective financing arrangement upon exit from
Chapter 11, the Debtors and their financial advisor, Perella
Weinberg Partners LP, over the past several months, solicited
proposals from prospective lenders for exit financing facilities.
As a result, the Debtors received proposals from five financial
institutions, and devoted considerable time to negotiating with
the proponents about the various proposed lending terms.

After carefully evaluating the proposals, the Debtors, with the
assistance of Perella Weinberg and their other advisors,
determined that the financing proposal submitted by General
Electric Capital Corporation was the least expensive of the
proposals received and provided the Debtors with the most
liquidity.  GE Capital's proposal, according to the Debtors'
counsel,  Mark A. McDermott, Esq., at Skadden, Arps, slate,
Meagher & Flom LLP in New York, also provided the Debtors with
the best financing terms available, consistent with the Debtors'
anticipated working capital needs as they emerge from Chapter 11.

In light of this, the Debtors sought and obtained authority from
the U.S. Bankruptcy Court for the Western District of Texas to
ratify a commitment letter dated June 15, 2009, by and among
Spectrum Brands, Inc., and General Electric Capital Corporation.
The Commitment Letter sets forth the terms and conditions upon
which GE Capital will provide, arrange and syndicate, a senior
secured exit financing facility in the amount of $242,000,000 upon
consummation of a plan of reorganization for the Debtors.

The Court also approved a fee letter accompanying the Exit
Financing Facility, which sets forth the fees and terms with
respect to the financing commitment and the Debtors' use of
estate funds to pay related fees and expenses.  Pursuant to the
Commitment Letter, the Fee Letter will be disclosed only to the
Supplemental Loan Participants.

GE Capital has committed to provide the Exit Facility in the
aggregate amount of up to $242,000,000 consisting of:

  (a) $197,000,000 of revolving loans, including a $60 million
      letter of credit subfacility and a $30 million swingline
      loan subfacility;, and

  (b) a $45,000,000 "first-in, last-out" supplemental loan, in
      respect of which GE Capital will act as fronting lender.

A full-text copy of the Exit Facility Letter is available for
free at http://bankrupt.com/misc/spectrum_gecap_commitletter.pdf

Bondholders D.E. Shaw & Co., Avenue Capital Management and
Harbinger Management or their affiliates -- the Supplemental Loan
Participants -- will fund the entire Supplemental Loan portion of
the Exit Facility through their participations.  The Exit
Facility also provides for the potential of additional revolving
loan facilities in an aggregate amount up to $103,000,000 as may
be made available subject to the terms and conditions of the Exit
Facility.  GE Capital has committed to provide up to $15,000,000
of the Incremental Facilities.

The Commitment Letter contains customary provisions for exit
financings.  The Letter requires the Debtors to reimburse GE
Capital for reasonable costs and expenses incurred by GE Capital
in connection with matters pertaining to the Commitment Letter
and the Exit Facility.  The Commitment Letter further provides
that the arrangements with GE Capital will be on an exclusive
basis and the Debtors will not engage, solicit or otherwise
consult with other financial institutions regarding any other
debt facilities or preferred equity securities.

Once effective, GE Capital's commitment to provide financing in
accordance with the terms of the Commitment Letter will cease if
the Transaction does not close, or the Financing is not funded
for any reason, on or before September 30, 2009.

Accordingly, under the Commitment Letter, Spectrum will indemnify
GE Capital and its affiliates, and representatives against all
losses or claims, which may be asserted against GE Capital's
affiliates and representatives in connection with the Commitment
Letter and the Exit Facility.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and the
Peter and Karen Locke Living Trust -- was appointed by the U.S.
Trustee in Spectrum's bankruptcy cases on March 11, 2009.  The
Equity Committee has tapped Alston & Bird LLP as its bankruptcy
counsel.

The U.S. Trustee was unable to appoint an Official Committee of
Unsecured Creditors as too few creditors expressed an interest in
being appointed to the Committee.

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


SPECTRUM BRANDS: To Employ L&W as Co-Counsel on Baker Transfer
--------------------------------------------------------------
Spectrum Brands Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Western District of Texas' authority to employ
Latham & Watkins LLP under a general retainer as their bankruptcy
co-counsel nunc pro tunc May 26, 2009.

The Debtors intend to employ L&W to serve as their co-counsel
because D.J. Baker, Esq., and Rosalie Gray, Esq., who -- while at
Skadden, Arps, Slate & Meager & Flom LLP, in New York, served as
the Debtors' counsel and have been instrumental to the Debtors'
Chapter 11 cases -- have joined L&W.  The Debtors believe that L&W
is both well-qualified and uniquely able to represent them during
the remaining pendency of the Debtors' Chapter 11 cases in an
efficient and timely manner.

The Debtors intend that both Mr. Baker and Ms. Gray continue to
serve in the same roles and to perform the same services, working
from their offices at L&W.  Skadden Arps also agreed not to let
any senior attorneys to assume Mr. Baker's and Ms. Gray's
responsibilities.

Through Mr. Baker and Ms. Gray, L&W will:

(a) advise the Debtors with respect to their powers and
     duties as debtors and debtors in possession in the
     continued management and operation of their business and
     properties;

(b) advise the Debtors with respect to debtor-in-possession
     financing and exit financing;

(c) attend meetings and negotiating with representatives of
     creditors and other parties-in-interest and advising on the
     conduct of the cases, including all of the legal and
     administrative requirements of operating in Chapter 11;

(d) take all necessary action to protect and preserve the
     Debtors' estates including the prosecution of actions on
     their behalf, the defense of any actions commenced against
     those estates, negotiations concerning litigation in which
     the Debtors may be involved, and objections to claims filed
     against the estates;

(e) prepare, on behalf of the Debtors, motions, applications,
     answers, orders, reports, and papers necessary to the
     administration of the estates;

(f) prepare and negotiate on the Debtors' behalf a plan of
     reorganization, disclosure statement, and all related or
     similar agreements or documents, and taking any necessary
     action on behalf of the Debtors to obtain confirmation of a
     plan;

(g) advise the Debtors in connection with any sale of assets;

(h) perform other necessary legal services and providing
     other necessary legal advice to the Debtors in connection
     with these Chapter 11 cases; and

(i) appear before the Court, any appellate courts and the
     United States Trustee, and protecting the interests of the
     Debtors' estates before these courts and the U.S. Trustee.

For its services, the Debtors propose to pay L&W at these hourly
rates plus the reimbursement of reasonable, necessary out-of-
pocket expenses in connection with the Debtors' cases:

Professional                     Rate per hour
------------                     -------------
Attorneys                       $295 to $1,120
paralegals                          105 to 620

D.J. Baker, Esq., at Latham & Watkins LLP, in New York, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) and as modified by Section 1107(b)
of the Bankruptcy Code and does not hold or represent any
interest adverse to the estates.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and the
Peter and Karen Locke Living Trust -- was appointed by the U.S.
Trustee in Spectrum's bankruptcy cases on March 11, 2009.  The
Equity Committee has tapped Alston & Bird LLP as its bankruptcy
counsel.

The U.S. Trustee was unable to appoint an Official Committee of
Unsecured Creditors as too few creditors expressed an interest in
being appointed to the Committee.

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


SPECTRUM BRANDS: Seeks to Pay Workers Assisting Plants Shutdown
---------------------------------------------------------------
Spectrum Brands Inc. seek Judge Ronald King's authority to make
payments to certain employees involved in the shutdown of the
Debtors' Bridgeton, Missouri distribution center, the Pendergras,
Georgia distribution center, the San Bernardino, California
distribution facility, the Orville, Ohio facilities, and the
partial shutdown of the Edwardsville, Illinois distribution
center.

Specifically, the Debtors ask the Court to allow them to
implement a program providing for payments to be made to certain
necessary, non-insider employees in exchange for these employees
remaining employed and assisting the Debtors with an orderly exit
from the entirety of the "shutdown Payment Program."  The amount
the Debtors propose to pay these employees is $136,500.

The Debtors formerly used the Bridgeton, Pendergrass, and San
Bernardino Facilities, and a portion of the Edwardsville Facility
as distribution centers in connection with the "Controls" portion
of their Home & Garden Business.  To streamline their product
distribution system and better control their distribution costs
for the H&G Business, the Debtors have determined to shut down
all or a portion of these distribution centers.

The Debtors formerly utilized the Orrville Facilities primarily
in connection with their fertilizer and growing media business,
though a small portion of one of the Orrville Facilities was, and
is currently used in connection with the "Controls" portion of
the H&G Business.  As part of the Debtors' prepetition
determination to shut down the FGM Business, the Debtors
concluded that the Orrville Facilities are no longer necessary
for the Debtors' operations.

The Debtors contemporaneously filed motions seeking authorization
to, among other things, reject the real property leases related
to the Bridgeton, Pendergrass and San Bernardino Facilities.  The
Debtors do not intend to file a motion to reject the lease for
the Edwardsville Facility, but anticipate exiting the portion of
that facility that relates to the H&G Business on or about
January 15, 2010.

According to Mark A. McDermott, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, the Debtors designated certain
Employees who they believed were essential to an efficient
shutdown of each the Facility.  The rationale behind the Shutdown
Payment Program is that the Debtors' cost savings attributable to
the efficient shutdown of all or a portion of the Facilities will
inure directly to the Debtors' benefit and the program will
assist the Debtors in maintaining a stable workforce and
achieving an orderly exit from the Facilities.

Pursuant to the Shutdown Payment Program, the Debtors propose to
make Payments to 107 Employees ranging from $750 to $5,000 per
Employee.  Of the 107 Employees eligible to participate in the
program, only approximately 25 Employees are entitled to receive
Payments in excess of $750.  None of the Employees are insiders.

The Debtors propose to distribute this amount to:

                     No. of       Proposed        Proposed
Facility           Employees       Amount      Payment date
--------           ---------     --------      ------------
Bridgeton              33         $36,500     Jan. 15, 2010
Pendergrass            30          35,500     Nov. 30, 2009
San Bernardino         16          26,750     Oct. 31, 2009
Orrville               11          14,250     Aug. 15, 2009
Edwardsville           17          24,000     Jan. 31, 2010

A schedule of the proposed Payments to be made under the Shutdown
Payment Program will be provided to the United States Trustee.

If the Debtors were unable to retain the Employees participating
in the Shutdown Payment Program through the agreed date, the
Debtors would be left to suffer the disarray and lost
efficiencies resulting from unplanned departures or would be
forced to hire new employees to assist in the winding down of all
or a portion of the Facilities, Mr. McDermott stresses.

Because any new employees would not have the same knowledge and
expertise with respect to the Debtors' operations at the
respective Facilities as do the current Employees, the efficient
shutdown of the Facilities would be compromised, increasing the
Debtors' costs associated therewith.

The Debtors believe that the Shutdown Payment Program is ordinary
course and could be implemented during the pendency of these
cases.  Nevertheless, the Debtors seek the Court's approval, with
respect to the first-day order governing payments to employees,
which require the Debtors to seek court approval prior to making
payments under these programs, Mr. McDermott says.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and the
Peter and Karen Locke Living Trust -- was appointed by the U.S.
Trustee in Spectrum's bankruptcy cases on March 11, 2009.  The
Equity Committee has tapped Alston & Bird LLP as its bankruptcy
counsel.

The U.S. Trustee was unable to appoint an Official Committee of
Unsecured Creditors as too few creditors expressed an interest in
being appointed to the Committee.

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


STEPHEN RUSSELL: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Stephen Guy Russell
               Dena Marie Russell
               23150 Roland Place
               Bend, OR 97701

Bankruptcy Case No.: 09-34933

Chapter 11 Petition Date: June 25, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtors' Counsel: Ted A. Troutman, Esq.
                  16100 Nw Cornell Rd #200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788
                  Email: tedtroutman@sbcglobal.net

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

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

A full-text copy of the Debtors' petition, including a list of
their 17 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/orb09-34933.pdf

The petition was signed by the Joint Debtors.


SYNCORA GUARANTEE: BCP Exchange Offer for RMBS Moved to July 10
---------------------------------------------------------------
The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and
for the account of, the Distressed Opportunities Master Segregated
Portfolio, has extended the expiration date of the Fund's offer
for 55 classes of residential mortgage backed securities insured
by Syncora Guarantee Inc. to 11:59 p.m., New York City time, on
Friday, July 10, 2009. The offer will expire at that time, unless
extended.

                  Certain Consent Prices Revised

The Fund has revised certain consent prices offered for each class
of RMBS from those previously disclosed, subject to the conditions
described in the offer.  All Eligible RMBS Securities validly
tendered as of 11:59 p.m. on June 26, 2009 will be accepted into
the offer prior to any RMBS tendered on or after that time,
subject to the conditions described in the offer. If there are
only sufficient funds to accept a portion of the tendered RMBS of
a given priority of acceptance, then tenders for that given
priority of acceptance will be accepted pro rata.

                   Results of Offer as of June 26
          and Status of Discussions with Holders of RMBS

The Fund also announced the results of the offer and the status of
certain discussions with holders of RMBS as of June 26, 2009.  As
of June 26, tenders have been received in the offer and binding,
non-binding and other agreements have been reached by the Fund
and/or Syncora Guarantee and holders of RMBS to remediate RMBS
exposures totaling 54.7 remediation points.  RMBS representing
38.4 remediation points have been tendered into the offer, binding
agreements have been reached by the Fund or Syncora Guarantee and
RMBS holders to remediate RMBS exposures totaling 10.7 remediation
points, subject to certain conditions, and non-binding agreements
have been reached by the Fund or Syncora Guarantee and RMBS
holders to remediate RMBS exposures totaling 5.5 remediation
points.

An agreement has been reached by the Fund and Syncora Guarantee
and one RMBS holder to remediate RMBS exposures totaling 1.7
remediation points, in the event certain conditions are met.  The
Fund and Syncora Guarantee are in continuing discussions with
numerous other holders of RMBS as the offer continues.

The aggregate principal amounts of RMBS securities that have been
tendered into the offer are:

                                                    Aggregate
                                                    Principal
                                                    Balance in
                                                    US$ Tendered
  CUSIP No.    Security Description                 As of 06/26/09
  ---------    --------------------                 --------------
  39539BAA1    GreenPoint Mortgage Funding Trust
                2006-HE1                                86,452,326
  126685DT0    Countrywide Home Equity Loan Trust
                2006D                                  137,928,505
  39539JAA4    GreenPoint Mortgage Funding Trust
                2007-HE1                                55,690,854
  45664UAA3    Indymac Home Equity Mortgage Loan
                Asset Backed Trust Series 2006-H3       75,460,819
  126685DS2    Countrywide Home Equity Loan Trust
                2006D                                  226,354,373
  41161MAB6    Harborview Mortgage Pass-Through
                Certificates Series 2006-5              74,098,902
  126685AT3    CWABS, Home Equity Revolving Loan
                Trust 2005-K                           110,046,593
  1248MKAA3    C-BASS Mortgage Loan Asset-Backed
                Certificates, Series 2007-SL1           66,977,590
  75114GAB5    RALI 2006-QO4 Trust                      51,404,290
  41161PE41    Harborview Mortgage Pass-Through
                Certificates 2006-CB1                   39,701,573
  456612AB6    Indymac Indx Mortgage Loan Trust
                2006-AR6                                84,772,320
  41161PG64    Harborview Mortgage Loan Trust
                2006-BU1                                34,339,366
  68402SAA7    Option One Mortgage Loan Trust
                2007-HL1                               205,830,564
  12668VAB5    Countrywide Home Equity Loan Trust
                2006-S7                                 23,900,595
  86801CAA1    STICS 2007-1                             83,781,970
  65538BAA7    Nomura NAAC 2007-S2                               -
  41161PL35    Harborview Mortgage Pass-Through
                Certificates 2006-4                     93,977,192
  41161PP72    Harborview Mortgage Pass-Through
                 Certificates 2006-4                             -
  41161PQ22    Harborview Mortgage Pass-Through
                 Certificates 2006-4                    41,768,612
  12668VAC3    Countrywide Home Equity Loan Trust
                2006-S7                                 38,551,660
  1248MKAB1    C-BASS Mortgage Loan Asset-Backed
                Certificates, Series 2007-SL1           62,150,773
  785778QA2    SACO I Trust 2006-1                      10,941,134
  41161PXG3    Harborview Mortgage Loan Trust 2005-15   14,575,372
  41161PUJ0    Harborview Mortgage Pass-Through
                Certificates 2005-11                    12,686,329
  12587PEM8    BSSP 2007-R5 (Bear Stearns)                       -
  12668VAD1    Countrywide Home Equity Loan Trust
                2006-S7                                          -
  12668VAA7    Countrywide Home Equity Loan Trust
                2006-S7                                 13,523,180
  23332UGP3    Downey Savings and Loan Mortgage Trust
                Series 2006-AR1                                  -
  23332UGL2    Downey Savings and Loan Mortgage Trust
                Series 2006-AR1                            426,155
  12668VAF6    Countrywide Home Equity Loan Trust
                2006-S7                                          -
  52524PBT8    Lehman XS Trust, Series 2007-6            3,097,240
  12668VAE9    Countrywide Home Equity Loan Trust
                2006-S7                                 12,025,983
  126685AU0    CWABS, Home Equity Revolving Loan
                Trust 2005-K                            10,542,964
  456612AE0    Indymac Indx Mortgage Loan Trust
                2006-AR6                                42,044,903
  07401UAB9    Bear Stearns Second Lien Trust
                2007-SV1                               162,192,000
  126673QB1    Countrywide Home Equity Loan Trust
                2004R                                   38,060,530
  52524TAS3    Lehman XS Trust, Series 2007-8H                   -
  41161PL68    Harborview Mortgage Pass-Through
                Certificates 2006-4                              -
  30248EAA6    First Franklin Mortgage Loan Trust
                Series 2007-FFB-SS                      89,928,498
  525248BL3    Lehman XS Trust, Series 2007-5H          25,219,400
  75114GAE9    RALI 2006-QO4 Trust                      40,478,820
  126685AX4    CWABS, Home Equity Revolving Loan
                Trust 2005-K                            39,787,632
  525248BK5    Lehman XS Trust, Series 2007-5H          28,593,744
  126673QA3    Countrywide Home Equity Loan Trust
                2004R                                            -
  126673MY5    Countrywide Home Equity Loan Trust
                2004Q                                   49,857,273
  126685AW6    CWABS, Home Equity Revolving Loan
                Trust 2005-K                            12,978,770
  07401UAU7    Bear Stearns Second Lien Trust
                2007-SV1                                25,529,277
  86363GBS2    Structured Adjustable Rate Mortgage
                Loan Trust, Series 2007-3               28,745,884
  126673MX7    Countrywide Home Equity Loan Trust
                2004Q                                            -
  41161PUM3    Harborview Mortgage Pass-Through
                Certificates 2005-11                             -
  525245CP9    Lehman XS Trust, Series 2007-3           17,241,072
  41161PG98    Harborview Mortgage Loan Trust
                2006-BU1                                14,911,945
  68402SAD1    Option One Mortgage Loan Trust
                2007-HL1                                         -
  68402SAC3    Option One Mortgage Loan Trust
                2007-HL1                                22,220,000
  68402SAB5    Option One Mortgage Loan Trust
                2007-HL1                                22,161,593

The offer and related financing are also conditioned on the
consummation of an agreement entered into between Syncora
Guarantee and certain counterparties to Syncora Guarantee's credit
default swap transactions and financial guarantee insurance
policies, the tender of a minimum amount of RMBS, approval of the
New York Department of Insurance and certain other conditions.
Holders of RMBS that have tendered or will tender their RMBS into
the offer are no longer able to withdraw their tendered RMBS.

The offer by the Fund and any transactions with Syncora Guarantee
are being conducted only with qualified institutional buyers and
are exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended.  Any securities that may be issued
pursuant to such transactions have not been and, at the time of
the closing of the transaction, will not be registered under the
Securities Act or any state securities laws.  The securities may
not be offered or sold in the United States absent registration
under, or an applicable exemption from, the registration
requirements of the Securities Act and applicable state securities
laws.

                   About Syncora Guarantee Inc.

Syncora Guarantee Inc. -- http://www.syncora.com/-- is a wholly
owned subsidiary of Syncora Holdings Ltd.  Syncora Holdings Ltd.
is a Bermuda-domiciled holding company.

In April 2009, Standard & Poor's Ratings Services revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.  Standard & Poor's also revised
its counterparty credit rating on Syncora to 'D' from 'CC'.  An
insurer rated 'R' is under regulatory supervision because of its
financial condition.  The 'CC' counterparty credit, financial
strength, and financial enhancement ratings on Syncora Guarantee
U.K. Ltd. are unchanged because at this time, that company is not
subject to any regulatory orders that mandate the suspension of
claims payments.


TAMPA ESUITES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tampa eSuites, LLC
        6308 Benjamin Road, Suite 710
        Tampa, FL 33634

Bankruptcy Case No.: 09-05274

Chapter 11 Petition Date: June 25, 2009

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

Judge: A. Thomas Small

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

Total Assets: $3,000,000

Total Debts: $25,544,507

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/nceb09-05274.pdf

The petition was signed by Gerald D. Ellenburg.


TERRA-GEN FINANCE: Moody's Assigns 'Ba3' Rating on $275 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Terra-Gen
Finance Company, LLC's proposed $275 million of senior secured
credit facilities.  The facilities are made up of a $250 million
senior secured term loan and a $25 million senior secured working
capital facility, both due 2014.  The rating outlook is stable.

Terra-Gen is a special purpose entity formed by affiliates of
ArcLight Capital Partners, which owns or leases a portfolio of 831
MWs of renewable generating capacity.  The portfolio is made up of
387 MWs of geothermal, 80 MWs of solar and 364 MWs of wind
generation located in the western US.  Approximately 73% of the
capacity is sold to Southern California Edison (SCE, sr. unsec.
A3) under long term contracts maturing from 2014 to 2030 and
revenue under these contracts represents about ninety percent of
Terra-Gen's consolidated cash flows over the next five years.
Terra-Gen's significant ownership interests include Coso
Geothermal Power Holdings LLC (Baa3 sr. secured; under review for
possible downgrade) which represents more than 50% of the Terra-
Gen's consolidated cash flow over the medium term.

The term loan will be used solely to refinance an existing bridge
facility and to pay fees and expenses related to the transaction.
The working capital facility will be used to provide working
capital from time to time and for other general corporate
purposes.  It will primarily be used to support the issuance of
letters of credit to replace existing project-level letters of
credit.

The Ba3 rating considers the benefits of portfolio diversification
across 21 power plants and three renewable technologies (solar,
wind and geothermal).  The rating also reflects the mostly
contracted cash flows generated under long-term power purchase
agreements with primarily investment grade counterparties;
generally strong operating performance across the portfolio; a
capable operator with a long operating history; and strong
political and regulatory support for renewable energy.  In
addition, Terra-Gen benefits from the involvement of a financially
supportive sponsor in ArcLight, which has invested over
$700 million of cash equity into Terra-Gen to date.  ArcLight has
also contributed approximately $34 million into an accelerated
capital expenditure program at Coso Power and will provide a
guarantee to provide an additional $35 million.

Terra-Gen is undergoing a significant capital expenditure program
for Coso Power.  The total cost for the drilling program will be
approximately $108 million between 2009 and 2011, and it will be
funded in part by equity infusions from ArcLight.  Of this
$108 million, $24.8 million has been funded to date by ArcLight.
The program includes geothermal resource augmentation by water
injection, which is a program intended to increase the level of
production and decrease or stop the future decline by preventing
fluid loss.  The program also includes a new enhanced drilling
plan to further develop the field in anticipation of the water
augmentation program, which will generate substantial economic
benefit to Coso Power by restoring steamfield capacity and
increasing production.

Terra-Gen is also in the final stages of permitting for its Hay
Ranch project to transport the Hay Ranch water to Coso Power for
injection into the steamfield.  Terra-Gen has received the
conditional use permit from Inyo County, although this permit is
being appealed, which Moody's has been told is an administrative
appeal to a court that generally upholds decisions of the Board of
Supervisors.  Terra-Gen expects to receive the remaining permit
from the Bureau of Land Management within a few weeks.  Once this
happens, Terra-Gen intends to commence construction of the
pipeline and to begin pumping water in late Q4 2009.  The Hay
Ranch Project will cost approximately $13 million to complete, of
which Terra-Gen has already spent approximately $4 million.

The rating factors in the possibility that Coso Power may be
downgraded from its current Baa3 senior secured rating.  Several
factors concerning the development of the Hay Ranch project as
well as the actions by ArcLight limit the prospects for a multi-
notch rating change at Coso Power.  As such, to the extent that
the rating on Coso Power was downgraded by one notch, Moody's
would not anticipate that this rating change would affect the Ba3
rating assigned to Terra-Gen.

The rating also considers the execution risk associated with a
refinancing at Dixie Valley, completion of a wind repowering at
the wind assets, the effects of the Hay Ranch delays at Coso,
exposure to SRAC price risk starting in May 2012 (on approximately
40% of the generation), and a major capital expenditure program
though 2011.

The Ba3 rating for Terra-Gen considers these credit strengths:

* Terra-Gen benefits from contracted project revenues, which are
  generated through resource diverse projects in its portfolio.
  Contracted cash flows representing 90% of annual revenue through
  April 2012 and 60% through 2019 and then 90% through 2030.

* All of the projects have long operating histories with the most
  recent project entering operation in 2000 (excluding the recent
  Alite acquisition, which commenced operation in 2008).

* Terra-Gen's portfolio is comprised of 21 projects spread over
  three different renewable technologies, thus diversifying
  operational and technology risk.

* The collateral is similar to other holding company financings
  and consists of security in Terra-Gen equity, collateral in all
  the accounts and the existence of a restricted payments test.
  Importantly, liquidity at the Terra Gen level is initially
  bolstered by a 15 month debt service reserve composed of an
  (initial) 3-month cash funded debt service reserve plus another
  12 month DSR LOC provided by ArcLight and non-recourse to Terra-
  Gen.  This increased liquidity level will exist during the early
  part of the Terra-Gen financing, a period when the greatest
  execution and construction risk exists and when distributions
  from Coso Power are not expected to occur.  While the amount of
  the debt service reserve can step down to 12 months and then to
  6 months, such step downs can only occur upon the project
  meeting certain performance conditions.

* The project sponsor, ArcLight, is a strategic investor focused
  exclusively on the power and energy sectors.  ArcLight has also
  put in approximately $34MM into Coso Power to date to support
  capex and is committing to put in another $35MM into Coso
  Power's capital expenditure program.  In addition, Terra-Gen is
  ArcLight's single largest investment with over $700 million in
  cash equity invested in the borrower to date.

The rating also reflects these areas of credit concern:

* The potential for geothermal reserve decline represents a key
  risk for Terra-Gen, since the largest source of cash flows
  (approximately 60-70%) comes from the three geothermal plants
  (Coso Power, Dixie Valley, Beowawe).

* The execution of the Dixie Valley refinancing introduces
  execution risk to Terra-Gen, which could delay the funding for
  the major capital expenditure program and could impact the
  degree of refinancing risk at Terra-Gen.

* Coso Power expects to engage in a water augmentation program to
  reverse the geothermal reserve decline; however, permitting
  problems have caused delays and slowed the program's
  implementation.  Moody's notes that Coso Power project did
  receive a conditional use permit for Hay Ranch and is waiting
  for the BLM permit (expected in a few weeks).

* From 2012 to 2019, Terra-Gen will rely on merchant or floating
  SRAC for about 40% of consolidated cash flows (depending upon
  the year).

* Coso Power is engaged in a major capital program through 2011,
  which could result in possible cost overruns and reduced cash
  flow.

* A degree of concentration risk exists since more than 90% of the
  revenue is derived from SCE and 75% of Terra-Gen's assets are
  located in California.  In addition, Terra-Gen relies heavily on
  Coso Power for cash flow since Coso Power represents more than
  50% of the consolidated cash flows.

Terra-Gen's stable outlook reflects the expectation of stable
consolidated cash flow generation under long term contracts
through 2012 and the successful implementation of capital programs
at several operating companies, including Coso Power.  The outlook
also incorporates projected strong operating performance across
the portfolio and moderate de-leveraging on a consolidated basis
over the medium term.

Limited prospects exist for a rating upgrade in the near future.
Over the longer term, positive trends that could lead to an
upgrade include the execution of the Dixie Valley refinancing such
that there is a repaid deleveraging of Terra-Gen debt and higher
sustained generation output at Coso Power above the base case
forecast.  Terra-Gen's ratings could be lowered if it does not
receive the final Hay Ranch permit, does not achieve successful
implementation of the accelerated capital program such that
generation output at Coso Power is significantly below the base
case forecast, there is a failure to complete the Dixie Valley
refinancing or there is a very substantial deterioration in the
credit quality at SCE.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

Terra-Gen Finance Company, LLC is a wholly owned subsidiary of
Terra-Gen Power, LLC.  Terra-Gen Power is a holding company that
was formed to acquire and own an 831 MW portfolio of renewable
generation assets primarily located in California.  The majority
of the portfolio's capacity is sold to SCE under long term
contracts maturing from 2014 to 2030. Terra-Gen is privately owned
by affiliates of ArcLight Capital Partners.


THORNBURG MORTGAGE: Court Sets August 3 General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
established August 3, 2009, at 5:00 p.m. (prevailing Eastern Time)
as the general bar date for the filing of proofs of claim in
Thornburg Mortgage, Inc., et al.'s bankruptcy cases.

Governmental units have until October 28, 2009, at 5:00 p.m.
(prevailing Eastern time) to file proofs of claim against any of
the Debtors.

Proofs of claim must be delivered so as to be received on or
before the applicable bar dates, at:

  a) For claims sent via the United States Postal Service:

     Thornburg Mortgage Claims Processing
     c/o Epiq Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5011
     New York, NY 10150-5011

  b) For claims sent by overnight courier or hand delivery:

     EPIQ Bankruptcy Solutions, LLC
     Attn: Thornburg Claims Processing
     757 Third Avenue, 3rd Floor
     New York, NY 10017

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc. and its four affiliates filed for Chapter
11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge Duncan
W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc. is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TOYS R US: Moody's Assigns 'B3' Rating on $950 Mil. Sr. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new
$950 million senior unsecured notes for Toys "R" Us Property
Company I, LLC.  Moody's also upgraded to B1 from B2 a senior
secured term loan for Toys "R" Us Delaware, Inc.  At the same
time, Moody's affirmed the B2 Corporate Family and Probability of
Default ratings, and SGL-3 Speculative Grade Liquidity rating for
Toys "R" Us, Inc.  The rating outlook is stable.  Ratings on the
new senior unsecured notes for Toys Propco are subject to Moody's
review of final documentation.

The new $950 million senior unsecured notes will refinance and
replace a $1.3 billion senior unsecured credit facility at Toys
Propco, with $1.27 billion presently outstanding.  Additional
sources of repayment for the existing Toys Propco loan come from
$125 million in proceeds from the sale by Toys Propco of 25
locations, as well as excess cash.  While the new notes are
unsecured, there is a negative pledge on 359 properties as well as
the assignment of the master lease between Toys Propco (as lessor)
and Toys "R" Us Deleware (as Lesee).  Moody's also recognizes that
the new notes are guaranteed by Toys Propco's four subsidiaries
with ownership of the pool properties.

The affirmation of the B2 Corporate Family and Probability of
Default ratings reflects Toys' solid operating performance during
this downturn, with credit metrics that have improved, with
debt/EBITDA reducing to 5.9 times at the LTM May 2009.  "Toys has
done a credible job navigating this difficult macroeconomic
environment, with its improved operating discipline the major
reason," stated Moody's Senior Analyst Charlie O'Shea.  "In
addition, it has prudently refinanced the lions' share of its near
term maturities, with the $800 million in CMBS debt maturing in
August 2010 the remaining hurdle".

New Rating assigned:

Toys "R" Us Property Company I, LLC

  -- Senior unsecured notes at B3 (LGD5, 70%).

Ratings affirmed and LGD point estimate adjusted include:

Toys "R" Us, Inc.

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2;

  -- Senior unsecured notes rating at Caa1 (LGD6, 92%) from Caa1
     (LGD6, 93%), and

  -- Speculative grade liquidity rating SGL-3.

Toys "R" Us Delaware. Inc.

  -- 8.75% debentures due 2012 at B3 (LGD5, 70%) from B3 (LGD4,
     68%)

Rating upgraded:

Toys "R" Us Delaware. Inc.

  -- Senior secured term loan due 2012 to B1 (LGD3, 37%) from B2
     (LGD3, 48%)

The affirmation of the SGL-3 speculative grade liquidity rating
considers Toys' improved internal cash flow, as well as the
liquidity provided by its recently-renewed unrated secured asset-
based revolving credit facility.  The new facility retains
approximately $2 billion in availability until July 2010, and then
reverts to a $1.525 billion facility expiring in May 2012.  A
significant concern, however, is the need to refinance
$800 million in CMBS debt coming due in August 2010, which could
impair liquidity.

The upgrade of the Toys "R" Us Delaware, Inc. 2012 term loan
results from the elimination of the prior deficiency claim as more
assets are available due to the reduction in the ABL and Propco
facilities.

The last rating action for Toys "R" Us was the August 24, 2007,
confirmation of the B2 corporate family and probability of default
ratings, and the affirmation of the SGL-3 speculative grade
liquidity rating.  The outlook was changed to stable from
negative, and the Toys "R" Us Delaware, Inc. term loans were
downgraded to B2 (LGD3, 48%).

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.


TOYS R US: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Toys "R" Us Inc., including its 'B' corporate credit
rating.  The outlook remains negative.

S&P also assigned a 'B+' issue-level rating (one notch higher than
the corporate credit rating) and '2' recovery rating to US
Propco's proposed $950 million unsecured notes.  The '2' recovery
rating indicates S&P's expectation of substantial recovery (70%-
90%) in the event of a payment default.

The notes will be issued by US Propco (to be renamed Toys R Us
Property Co. I LLC), a bankruptcy remote special purpose entity,
with ownership of 359 properties.  These properties are leased to
Toys "R" Us-Delaware Inc. (US Opco) through a 20-year triple net
master lease agreement.  The notes will benefit from a negative
pledge on the properties held by US Propco.

Proceeds of the proposed debt issue, along with proceeds from the
sale of real estate assets to US Opco, cash contribution from Toys
"R" Us Inc. (Holdco), and cash on hand will be used to repay
borrowings under the $1.3 billion unsecured US Propco loan due
2010.

The ratings on Wayne, N.J.-based Toys "R" Us Inc. reflect
participation in the intensely competitive toy retailing sector,
especially from mass merchants and discounters such as Wal-Mart
Stores Inc. and Target Corp., extreme seasonality and dependence
on "hot" products and video games, as well as high debt leverage
and thin cash flow protection measures.

S&P expects weak economic conditions to hurt retail sales in 2009.
S&P believes a steep cutback in consumer spending, intense
competition, and aggressive promotions could be problematic for
sales and earnings over the near-to-intermediate term.
Comparable-store sales declined 3.5% in the fourth quarter and
declined 0.1% in fiscal 2008.  Sales trends remain negative with
comparable store sales declining 5.4% in the first quarter ended
May 2, 2009, reflecting weaker consumer spending as well as a
cyclical dip in the video game business.  Still, though Toys "R"
Us Inc. faced significant challenges during the fourth quarter of
2008 and into 2009, strong execution, merchandising initiatives,
cost control and the positive impact from the store conversion
program have helped mitigate the effects of negative sales and
protect profitability.  As a result, operating margins remained
fairly table at 10.9% for the 12 months ended May 2, 2009,
compared with 11.1% a year ago.

The company has been undergoing a restructuring effort over the
past few years, with the goal of improving competitiveness, store
productivity, and operating efficiency.  It has successfully
executed a growing number of side-by-side conversions that have
provided a meaningful lift in sales.  Enhanced customer service
and exclusive product offerings have helped store productivity and
stem margin erosion

The negative outlook anticipates that a difficult economic
environment and intense competition could lead to lower operating
performance.  In addition, Toys "R" Us faces refinancing of about
$800 million in 2010.  If this debt is successfully refinanced,
S&P would consider an outlook revision to stable.  S&P would also
consider a stable outlook if Toys can improve its cash flow amid
declining sales and earnings, resulting in debt leverage improving
to the mid-6.0x.  This could occur if a sales decline is held to
1% and margins improve 100 bps in 2009, while debt remains
constant.  If management turnaround initiatives lose traction
resulting in weaker than anticipated operating results, S&P could
lower the ratings if leverage exceeds 8x or liquidity contracts.
This could occur if sales fall 5% and margins contract over 50
basis points.  S&P might also lower the ratings occur if Toys "R"
Us is unable to refinance maturing debt.


TRIBUNE CO: Alvarez & Marsal Bills $1-Mil. for April Work
---------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co.'s bankruptcy cases filed
interim applications seeking court approval of fees and expenses
in connection with the services they rendered:

A. Debtors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Alvarez & Marsal North   04/01/09 -
America, LLC             04/30/09     $1,068,295        $10,099

Jenner & Block LLP       04/01/09 -
                         04/30/09        175,231          2,709

Reed Smith LLP           04/01/09 -
                         04/30/09          6,966            853

Daniel J. Edelman, Inc.  04/01/09 -
                         04/30/09          1,750             22

PricewaterhouseCoopers   03/01/09 -
LLP                      03/31/09       $64,407        $2,116


B. Official Committee of Unsecured Creditors' Professionals

Professional                Period          Fees      Expenses
------------                ------          ----      --------
Moelis & Company LLC        04/01/09 -
                            04/30/09      $200,000     $7,676

The Debtors said they received no objections as to these
professionals' monthly fee applications:

Professional                                         Period
------------                                         ------
Paul, Hastings, Janofsky & Walker              03/01/09-03/31/09
Daniel J. Edelman, Inc.                        12/08/09-03/31/09
PricewaterhouseCoopers LLP                     02/01/09-02/28/09
PricewaterhouseCoopers LLP                     12/08/09-01/31/09
Lazard Freres & Co. LLC                        03/01/09-03/31/09
Cole, Schotz, Meisel, Forman & Leonard, P.A.   03/01/09-03/31/09
Lazard Freres & Co., LLC                       12/08/09-02/28/09
Sidley Austin LLP                              03/01/09-03/31/09

The Creditors' Committee said it received no objections to the
fee applications submitted by these professionals, thus these
professionals will be paid:

Professional                                         Period
------------                                         ------
AlixPartners, LLP                              04/01/09-04/30/09
Chadbourne & Parke LLP                         04/01/09-04/30/09
Landis Rath & Cobb LLP                         04/01/09-04/30/09

The Committee said that due to a clerical error, Landis & Rath's
Fourth Application overstated by $38 the amount of expenses
sought to be reimbursed.

           McDermott Resolves U.S. Trustee's Concern

The Debtors tell the Court that subsequent to the filing of the
certificate of no objection to the fee application of McDermott
Will & Emery LLP, the U.S. Trustee expressed concern regarding
the firm's quarterly application.

According to the Debtors, the U.S. Trustee and McDermott have
resolved the U.S. Trustee's concern with the firm agreeing not to
seek payment of disputed fees for $110,867.  McDermott, however,
may seek the right to payment of the Disputed Fees at a later
time with the understanding that both Parties reserve all rights.
Accordingly, McDermott may now be paid 100% of the undisputed
fees totaling $419,637 and $6,808 representing 100% of expenses.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
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)


TRIBUNE CO: Committee Seeks to Probe Tesop Corp Merger in 2007
--------------------------------------------------------------
As part of its statutory duties, the Official Committee of
Unsecured Creditors in Tribune Co. and its affiliates' Chapter 11
cases has been investigating the acts, liabilities and financial
condition of the Debtors, including without limitation, the series
of transactions that took place in April 2007, which culminated
with the consummation of the merger of Tribune Company and Tesop
Corporation in December 2007.

In connection with its investigation, the Committee has spoken to
various parties involved and sent requests for information
surrounding the Leveraged ESOP Transactions and the Merger to,
among others, the Debtors and Samuel Zell.  In addition, the
Committee sent the Foundations detailed requests for information.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Committee asks the Court for authority to conduct
examination of duly appointed representatives of the Robert R.
McCormick Foundation and the Cantigny Foundation, both of which
were major stockholders of Tribune Company prior to the merger.

The Committee further asks the Court for an order requiring that
the Rule 2004 examination be done at the offices of Landis Rath &
Cobb LLP, at 919 Market Street, Suite 600, in Wilmington,
Delaware, at a mutually convenient time for the Foundations and
the Committee.  In connection with the examination, the Committee
also asks that the Court direct the Foundations to respond fully
and completely to the requests for information.

"These documents are material and relevant to the Leveraged ESOP
Transactions and the Merger," Adam G. Landis, Esq., at Landis
Rath & Cobb LLP, in Wilmington, Delaware, counsel to the
Committee, asserts.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
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)


TRIBUNE CO: Court Okays Assumption of Nielsen Ratings Agreements
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorized Tribune Co. and its affiliates to assume their
prepetition agreements with Nielsen and enter into the Global
Amendment effective April 1, 2009.  Judge Carey further authorized
the Debtors and Nielsen to file unredacted versions of the amended
Nielsen Agreements and the Global Amendment, under seal.

Subsequently, the Debtors filed under seal unredacted versions of
the Amended Ratings Services Agreements, Ancillary Agreements and
Global Amendment.

The Debtors notified the Court that no objection were filed as to
the joint motion of for authority to file under seal unredacted
versions of certain ratings services agreements, ancillary
agreements, and a global amendment of those agreements between
the Debtors and The Nielsen Company (US), LLC.

The Official Committee of Unsecured Creditors, however, proposed
certain revisions to clarify the Settlement and Release
Agreement.  The revisions provide, among other things, that both
the Tribune Parties and Nielsen, on behalf of themselves and
their predecessors, waive, abandon and forever release each other
from all claims, causes of actions and rights that they may have
arising under the Agreements.  A full-text copy of the revised
Settlement Agreement is available for free at:

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

Tribune's broadcasting and entertainment division, including the
Broadcast Subsidiaries, own and operate 23 network-affiliated
television stations, "superstation" WGN America, and Chicago
cable news station CLTV, which together reach more than 80% of
television households in the United States.

Nielsen is a prominent marketing and media information company,
best known for its television ratings services that are an
industry norm in broadcasting.  Nielsen generates its ratings
data primarily through electronic television "set meters," which
capture audience behavior data from approximately 25,000
participating households daily.  Set meters allow Nielsen to
track a program's audience, measuring how long viewers spend with
a program and how often they return.

Tribune Broadcasting, WGN, and CLTV are each parties to certain
prepetition rating services agreements and certain prepetition
and postpetition ancillary agreements with Nielsen, which, among
other things, enable each of the Tribune Stations to access
Nielsen ratings and to analyze audience share rankings.  The
Nielsen Agreements are comprised of:

  (i) a Nielsen Station Index Service Agreement and a group of
      ancillary software license agreements entered by Tribune
      Broadcasting on behalf of itself and certain of the
      Tribune Stations;

(ii) a National Homevideo Index National Service Agreement and
      ancillary software license agreements entered into by
      Tribune Broadcasting and WGN on behalf of themselves and
      superstation WGN America; and

(iii) an NHI Local Service Agreement and ancillary software
      license agreements entered into by Chicago cable station
      CLTV.

Six of the ancillary agreements, which are included in the
Nielsen Agreements, constitute unexpired, prepetition agreements.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, relates that over the
past several months, Tribune Broadcasting, WGN, CLTV, and Nielsen
have engaged in discussions regarding their ongoing business
relationships, including the bankruptcy proceedings and the
impact of declines in advertising revenues and data sampling
concerns in certain designated market area markets.  As a result
of these discussions, the parties have agreed to adjust the rates
Nielsen charges for its ratings services for all of the Tribune
Stations as part of a global amendment to Nielsen Agreements.
Moreover, the Global Amendment includes a provision pertaining to
a possible increase in sample sizes in certain local DMA markets.
In addition, the Global Amendment extends the terms of all
Nielsen Agreements until December 31, 2011, and will be
retroactively effective as of April 1, 2009.

To effectuate the terms and secure the enhanced economic benefits
of the amended Nielsen Agreements for their estates, Tribune
Broadcasting, WGN, and CLTV have determined both to amend their
Postpetition Ancillary Agreements in the ordinary course of
business and to assume the Prepetition Nielsen Agreements, in
each case as amended by the Global Amendment.

The Tribune Parties and Nielsen have also agreed to a compromise
and waiver of certain claims, pursuant to Rule 9019.
Specifically, Nielsen has agreed to release:

  (i) all claims against Tribune Parties arising under the
      Nielsen Agreements or the Expired Prepetition Ancillary
      Agreements prior to the Petition Date or on or after the
      Petition Date but prior to April 1, 2009, but excluding
      any payments owing to Nielsen for postpetition services;
      and

(ii) all claims whether arising prepetition or postpetition
      against the Tribune Parties in connection with Tribune
      Entertainment's agreements with Nielsen -- the TEC
      Agreements, including any claims in connection with the
      prepetition or postpetition termination of the TEC
      Agreements.

The Tribune Parties, on behalf of themselves and the Tribune
Stations, have agreed to release all claims against Nielsen
arising under the Nielsen Agreements or the Expired Prepetition
Ancillary Agreements prior to the Petition Date or on or after
the Petition Date but prior to April 1, 2009, and specifically
including all claims under the avoidance powers codified in
Chapter 5 of the Bankruptcy Code for payments made to Nielsen
under the Nielsen Agreements, the Expired Prepetition Ancillary
Agreements or TEC Agreements, but excluding any credits owing to
Tribune Parties arising postpetition for guaranteed sample
characteristics and tolerance, as specified in the Nielsen
Agreements.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
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)


TRIBUNE CO: Deutsche Bank Files More Than $1.2 Billion in Claims
----------------------------------------------------------------
Deutsche Bank Trust Company Americas, solely in its capacity as
the successor Indenture Trustee, filed proofs of claim totaling
more than $1.2 billion on behalf of the holders of the:

  Indenture                                       Claim Amount
  ------                                          ------------
  4.875% Debentures due August 15, 2010           $456,946,875
  5.25% Debentures due August 15, 2015             335,486,250
  7.25% Debentures due November 15, 2096           148,715,333
  7.50% Debentures due July 1, 2023                102,000,520
  6.61% Debentures due September 15, 2027           86,270,366
  7.25% Debentures due August 1, 2013               83,702,999
  5.67% Debentures due December 8, 2008             69,812,899
  6.25% Medium Term Notes due November 20, 2026        120,500

Headquartered in Chicago, Illinois, Tribune Company --
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)


TRIBUNE CO: Names J. Marenhegi as EVP/Sales and Distribution
------------------------------------------------------------
Tribune Company appointed Julio Marenghi as executive vice
president/sales and distribution for WGN America.  Mr. Marenghi,
an industry veteran with more than 30 years of sales experience,
will be responsible for leading all top line sales efforts,
growing distribution and managing the national cable channel's
day-to-day operations.

"Julio is a proven leader who understands every facet of the
business," said Ed Wilson, president of Tribune Broadcasting.
"He's innovative and talented and the strong relationships he's
forged across the television advertising industry will serve WGN
America well.  He's the right guy for this position and his
consistently successful record speaks for itself."

Prior to joining WGN America, Mr. Marenghi held significant
leadership roles at CBS Television Stations.  Most recently as
president/advertising sales, he was responsible for the strategic
management, operation and top line sales of 27 stations.  His
leadership of local, national and digital sales operations and
marketing efforts enabled the station group to increase market
share by 10% and improve the revenue rank in all of CBS' top 7
markets.  He was also responsible for building the company's first
business development and marketing division.

"WGN America is a great brand with tremendous potential for growth
-- I want to expand our reach and take this operation to the next
level," Mr. Marenghi said.  "To do that, we must boldly define our
brand and give advertisers the kind of customized solutions that
best meet their needs in a highly competitive marketplace."

Mr. Marenghi's experience also includes serving as president and
general manager of CBS' New England triopoly of stations and
numerous sales positions at television stations on the east and
west coasts.

Mr. Marenghi is a Boston native and a die-hard Red Sox fan who
says he has recently developed a strong interest in the Chicago
Cubs.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
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)


TRICOM SA: Plan Solicitation Period Extended Until August 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended Tricom S.A., et al.'s exclusive period to solicit and
obtain acceptances of their first amended prepackaged joint plan
of reorganization, as amended, until August 31, 2009.

A full-text copy of the disclosure statement relating to the
Debtor's second amended prepackaged joint plan of reorganization
is available at http://bankrupt.com/misc/Tricom.2ndamendedDS.pdf

As reported in the Troubled Company Reporter on June 10, 2009, two
banks filed objections to the approval of Tricom SA's
disclosure statement with respect to its first amended plan,
saying that the disclosure statement fails to satisfy the
"adequate information" requirement of Section 1125 of the
Bankruptcy Code.

Banco Multiple Leon, S.A., with asserted claims of not less than
$166,019,348, said that the amended plan and disclosure statement
do not accurately set forth all of the terms and conditions of the
Banco Leon Settlement being discussed between the parties.

On the other hand, Richard E. L. Fogerty and G. James Cleaver, the
joint official liquidators and recognized foreign representatives
of Bancredit Cayman Limited (in official liquidation), the debtor
in a Chapter 15 case in the U.S. Bankruptcy Court for the Southern
District of New York, said that the Debtors' first amended plan
retains many fatal flaws of the original pre-packaged plan and
that the disclosure statement is inadequate in terms of describing
said flaws.  The plan, Bancredit said, still favors the Debtors'
existing insiders GFN Parties, former chairman and CEO Manuel
Arturo Pellerano Pena, and other affiliated creditors.  Yet,
Bancredit added, the disclosure statement fails to disclose
information on the relationships among these insiders.  Even more
importantly, Bancredit related that Mr. Pellerano has filed
indemnification claims against each Debtor, which, if not
otherwise provided for, would present a seemingly insurmountable
impediment to the plan's feasibility.

                      About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-
optic cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.  Tricom USA
originates, transports and terminates international long-distance
traffic using switching stations and other telecommunications
equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on February 29, 2008 (Bankr. S.D.N.Y. Case No.
08-10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of $327,600,000 and total debts of $764,600,000.


TRILOGY DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The United States Trustee for the Western District of Missouri
informed the U.S. Bankruptcy Court for the Western District of
Missouri that it was unable to appoint an official committee of
unsecured creditors in the bankruptcy case of Trilogy Development
Company, LLC.  The U.S. Trustee told the Court it had contacted
unsecured creditors, but too few creditors expressed an interest
in being appointed to the Committee.

Kansas City, Missouri-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build his west
edge project.  The Company filed for Chapter 11 on May 15, 2009
(Bankr. W.D. Mo. Case No. 09-42219).  Jonathan A. Margolies, Esq.,
and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts.  In its
petition, the Debtor disclosed assets and debts ranging from
$100 million to $500 million.


TROPICANA ENTERTAINMENT: Transfer of Atlantic City Assets Okayed
----------------------------------------------------------------
Judge Judith Wizmur of the U.S. Bankruptcy Court for the District
of New Jersey approved the transfer of substantially all of the
assets of Debtors Adamar of New Jersey, Inc., and Manchester
Mall, Inc., to an assignee of Credit Suisse, as administrative
agent for the lenders under the OpCo Credit Agreement, free and
clear of all claims, encumbrances and liens.  The buyer will be
the person or entity designated by Credit Suisse at the closing
of the sale upon the direction of certain required lenders and on
behalf of secured parties to receive the Tropicana Atlantic City
Resort business of the New Jersey Debtors.

The Asset Purchase Agreement dated April 29, 2009, among the New
Jersey Debtors, the Honorable Gary S. Stein, in his role as
conservator of the Adamar Assets, Atlantic-Deauville, Inc.,
Adamar Garage Corporation, Ramada New Jersey, Inc., and Credit
Suisse and all other ancillary documents are approved in all
respects.

An Auction for the Adamar Assets was set for June 5, 2009.
However, no competing Qualified Bids were submitted by the May 29,
2009 bid deadline and thus, the Auction was cancelled.
Accordingly, Credit Suisse was determined by the New Jersey
Debtors as the successful bidder.  The credit bid by Credit
Suisse in the amount of $200 million at the direction of the
Required Lenders is deemed valid, effective and enforceable
pursuant to Section 363 of the Bankruptcy Code.

At the Closing of the sale, Credit Suisse, on behalf of the
Secured Parties, will surrender a portion of the obligations
secured by the OpCo Credit Agreement in the aggregate principal
amount of $200,000,000, in exchange for the right to receive the
Adamar Assets.

The buyers of the Tropicana AC Resort consist of a group of
lenders headed by billionaire financier Carl C. Icahn,
pressofAtlanticCity.com points out.  The other large creditors in
the group that won the bid for Tropicana AC Resort are Black
Diamond Capital Management of Greenwich, Conn., and Schultze
Asset Management LLC of Purchase NY, the Associated Press noted
in a separate report.

                         Sale Objections

Before the Court entered the sale approval order, the
International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America; the Casino
Reinvestment Development Authority; and the Atlantic City
Municipal Utilities Authority presented to the Court their
opposition to the sale of the Adamar Assets.

The UAW opposed the proposed sale to the extent that it sought to
eliminate the purchaser's obligation to bargain collectively with
the UAW as the Union is the duly authorized representative for
Tropicana Casino and Resort Atlantic City's dealers and slot
technicians.  The UAW avers that it represents over 700 full and
part-time dealers and 23 slot technicians.

The Atlantic City Municipal Utilities Authority noted that it
provides water and related services to Adamar., and asserted that
it is owed $339,641 on account of the water utility accounts of
Tropicana AC Resort as of May 4, 2009.  The ACMUA is concerned
that the New Jersey Debtors have not given it any security on
account of postpetition utility usage and have not made any
payments on account of postpetition utility usage to date.  The
ACMUA thus asked the Court to require parties to the Asset
Purchase Agreement of the Adamar Assets to fully protect its
interest so that it may be paid in full as an allowed secured
creditor.

For its part, the Casino Reinvestment Development Authority said
it cannot confirm if all of its contracts with the New Jersey
Debtors are to be assumed and assigned as there is a lack of
identifying information with respect to the Contracts.  The CRDA
objected to the Sale Motion and the proposed contract assumption
and assignment to the extent that not all the CRDA Contracts are
identified.  The CRDA reserved its right to dispute proposed cure
amounts.

Judge Wizmur ruled that all objections to the Sale Motion that
have not been waived, withdrawn or settled are overruled.

                 Contract Assumption & Assignment;
                      Cure Amount Schedules

Judge Wizmur further authorized the New Jersey Debtors to assume
and assign certain contracts to the Buyer in relation to the sale
of the Adamar Assets.  At the Closing of the sale, the Buyer will
assume full responsibility and liability for all Contracts to be
acquired and all Collective Bargaining Agreements.

Before the entry of the Sale Order, the New Jersey Debtors filed
on May 26, 2009, a schedule of contracts to be acquired in
relation to the sale of the Adamar Assets and the related cure
amounts due and owing as of the NJ Debtors' Petition Date, a copy
of which is available for free at:

     http://bankrupt.com/misc/TropiA_CureSked052609.pdf

Certain creditors have been paid after the Petition Date pursuant
to the first day motion orders and thus, certain amounts due and
owing under the May 26 Cure Schedule may have been reduced.
Certain of the Contracts may also expire in the near term or may
have continued on a month-to-month basis since their expiration
date and thus, the New Jersey Debtors clarify that the inclusion
of any of those Contracts in the Cure Schedule should not be
deemed or construed to obligate them to make any cure payments
unless mutually agreed by the contract parties.

The New Jersey Debtors added that with respect to intercompany
commercial real property leases, real estate taxes have been paid
to the applicable taxing authorities and will continue to be paid
in the ordinary course of business.

The New Jersey Debtors also told Judge Wizmur that they are in
the process of discussing amendments to leases with California
Avenue Ventures, LLC, Luxouri, LLC, et al., BDJM Associates LLC,
et al., BW Associates, LP, et al., and Resort SAI Motel, LLC.
The Leases may be assumed and assigned in the event the parties
mutually agree to new terms.

Moreover, the New Jersey Debtors continue to review agreements
with Casino Reinvestment Development Authority to discern whether
performance with respect to those Agreements have been completed.

The New Jersey Debtors reserve the right to remove any agreement,
which they determine no longer require further performance, and
any lease in the event new terms are not agreed upon.

Certain parties objected to the cure amounts listed in the May 26
Cure Schedule, and asserted that the correct cure amounts are:

                                 Scheduled        Asserted
Party                             Amount          Amount
-----                         ------------     ------------
Alpha Message Center, Inc.            $243          $17,636
Bally Gaming, Inc., et al.         524,404          536,505
Chico's FAS, Inc.                    9,388           69,383
Konami Gaming, Inc.                492,876          493,571
Otis Elevator Company               28,953          172,652
Swarovski Retail Ventures, Ltd.     15,441           26,674
White House Black Market, Inc.       7,644           17,030

International Game Technology also objected to the incorrect cure
amount listed on the Cure Schedule.  Representatives of the New
Jersey Debtors and IGT are working together to resolve the issue.

The Debtors subsequently filed an amended Cure Schedule to
reflect agreements reached regarding certain cure objections,
clarification of descriptions of certain highlighted agreements,
and the removal of duplicate entries or contracts inadvertently
included in the May 26 Cure Schedule.  The Amended Cure Scheduled
is available at no charge at:

    http://bankrupt.com/misc/TropiA_AmCureSked061109.pdf

All changes to the May 26, 2009 Cure Schedule are highlighted.
The Cure Schedule does not contain any agreements that the New
Jersey Debtors have entered into since the Petition date in the
ordinary course of business.

Accordingly, Judge Wizmur ruled that after the closing of the
Adamar Assets Sale or as soon as practicable, sums required to
satisfy all cure amounts with respect to the Contracts to be
acquired and CBAs to which any New Jersey Debtor is a
counterparty and to which the Buyer has designated for assumption
and assignment under the Tropicana Atlantic City APA, and as to
which no objections to Cure Amounts set forth in a certain Notice
of Intent to Assume have been filed, or to which the New Jersey
Debtors and applicable non-Debtor contract or lease party have
agreed as to the allowed Cure Amount, will be paid by the New
Jersey Debtors from cash on hand.  Payment of disputed Cure
Amounts, if any, will be subject to further hearing and Court
order, Judge Wizmur opined.

Upon payment of the Cure Amounts, the New Jersey Debtors will
have no further responsibility under any Acquired Contracts or
CBAs for any monetary or non-monetary defaults, breaches or other
associated damages.

Notwithstanding anything to the contrary in the Sale Order, no
executory contract or unexpired lease will be assumed and
assigned unless and until approved by the New Jersey Court and
the occurrence of the Closing.

A full-text copy of the Tropicana AC Resort Sale Order is
available at no charge at:

    http://bankrupt.com/misc/TropiA_NJSaleOrder061209.pdf

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Delaware Debtors to Sign AC Resort Deal
----------------------------------------------------------------
Tropicana Entertainment, LLC, and its debtor affiliates that filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware ask permission from Judge Kevin Carey to:

  (i) enter into an asset purchase agreement for the sale of the
      Tropicana Casino and Resort - Atlantic City and related
      assets, including certain assets of the Delaware Debtors,
      free and clear of all liens, claims, encumbrances, and
      interests;

(ii) consummate the transactions contemplated in the APA,
      including the sale of certain of the Delaware Debtors'
      estate property and resources.

The Delaware Debtors also seek authority from the Delaware Court
to grant a limited intellectual property license to the purchaser
of the Tropicana AC Resort.

The Delaware Court confirmed on May 5, 2009, separate Chapter 11
plans proposed by the OpCo Debtors and the LandCo Debtors, both
of which comprise the Delaware Debtors.  The OpCo Plan
specifically contemplates the sale of the Tropicana AC Resort by
the OpCo Debtors and the reorganization of the OpCo Debtors'
business portfolio without the Tropicana AC Resort as part of
their casino operations.  Under the OpCo Plan, proceeds from that
sale of the Tropicana AC Resort or the amount of a successful
credit bid for the Tropicana AC Resort will reduce the principal
amount of the OpCo Credit Facility, which is secured by a first
lien on substantially all the OpCo Debtors' assets and the
Tropicana AC Resort.  "Thus, the sale of the Tropicana Atlantic
City [Resort] is an important element of the OpCo Debtors'
restructuring efforts and is in furtherance of the OpCo Plan,"
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says.

Mr. Kaufman relates that the OpCo Debtors acquired their interest
in the Tropicana AC Resort in a series of transactions that were
initiated in May 2006.  On May 16, 2006, non-Debtor affiliate
Tropicana Casinos and Resorts, Inc., formerly Wimar Tahoe
Corporation, entered into an agreement to purchase Aztar
Corporation, a holding company owning five casino properties,
including the Tropicana AC Resort.  TCR Inc. acquired all of the
stock of Aztar Corp. on January 3, 2007.  Aztar Corp. was then
merged into one of TCR Inc.'s subsidiaries so that it is now a
direct subsidiary of Debtor Tropicana Entertainment, LLC,
formerly Wimar OpCo LLC.

Before the Aztar Acquisition, the Delaware Debtors were granted
temporary authority to operate the Tropicana AC Resort through
Adamar of New Jersey, Inc., and Manchester Mall, Inc.  To obtain
interim authorization from the New Jersey Casino Control
Commission to continue operations, New Jersey law required the
Delaware Debtors to place the stock of Adamar in an interim
casino authorization trust.  Retired Justice Gary S. Stein was
appointed trustee of the ICA Trust.

The NJ Commission, however, denied the Delaware Debtors'
applications to renew the Adamar license and for plenary
qualification, and for TCR Inc.'s application for plenary
qualification on December 12, 2007.  The NJ Commission's decision
was based, in large part, on findings concerning the inability of
TCR Inc. and the Delaware Debtors' former officers and directors
to operate the Tropicana AC Resort.  Simultaneous with the New
Jersey License Denial, the NJ Commission instituted a
conservatorship and appointed former Justice Stein as conservator
of Adamar, in addition to his role as ICA Trustee.  Once the ICA
Trust became operative, Justice Stein assumed all rights incident
to the ownership of the property subject to the ICA Trust and was
obligated to exercise all rights of ownership of the Adamar
stock, to manage the operations of the Tropicana AC Resort, and
to sell or otherwise dispose of all the equity or assets of
Adamar.  Since then, Justice Stein, in his capacity as trustee
and conservator, has been actively overseeing efforts to dispose
of the Adamar Assets.

By April 29, 2009, Adamar of New Jersey and Manchester Mall filed
voluntary bankruptcy petitions in the U.S. Bankruptcy Court for
the District of New Jersey.  They recently sought and obtained
approval from the New Jersey Court for the sale of the Tropicana
AC Resort.  The Sale includes certain of non-conservatorship
sellers' assets connected with the Tropicana AC Resort, including
certain real property interests and rights, executory contracts
and unexpired leases, and intellectual property rights as they
related to the Tropicana AC Resort.

                 Declarations in Support of Request

Mark Giannantonio, president, chief operating officer, secretary,
and treasurer of Adamar of New Jersey, Inc., and Manchester Mall,
Inc., filed a declaration to the Delaware Court supporting the
Delaware Debtors' Motion.  He relates that at an April 29, 2009
hearing, the NJ Commission issued Resolution No. 09-04-29-14,
which (i) approved the final form of the Asset Purchase Agreement
of the Adamar Assets, (ii) granted Justice Stein authority to
sign the APA and to commence Chapter 11 cases in the New Jersey
Bankruptcy Court on behalf of the New Jersey Debtors, and (iii)
extended the deadline for Justice Stein to sell the Tropicana
Atlantic City through December 31, 2009.

Resolution No. 09-04-29-14 also required the parties to file a
petition for "Commission Ownership Qualification Ruling" with the
NJ Commission in sufficient time for the Commission to have a
reasonable opportunity to rule on that petition before the
consummation of the OpCo Plan.

The OpCo Lenders filed on June 10, 2009, a Qualification Petition
with the NJ Commission, setting forth the relevant details
regarding two potential ownership structures for the Buyer,
according to Mr. Giannantonio.  He notes that in one structure,
the OpCo Lenders would have the Buyer be a newly formed
subsidiary of the Reorganized OpCo Debtors.  In the other
ownership structure, the OpCo Lenders would acquire and operate
Tropicana Atlantic City on a stand-alone basis utilizing a newly
formed entity owned by the OpCo Secured Parties, as the holding
company of an acquisition subsidiary that would act as the Buyer.
The OpCo Lenders also advised the NJ Commission pursuant to the
Qualification Petition that they prefer the Buyer to be a newly
formed subsidiary of the Reorganized OpCo Debtors.

The Qualification Petition is scheduled to be heard by the NJ
Commission on July 15, 2009.

Scott C. Butera, president, chief executive officer and a member
of the board of managers of Tropicana Entertainment LLC and
Tropicana Entertainment Holdings LLC also presented to the
Delaware Court a declaration in support of the Delaware Debtors'
Motion, noting that the Delaware Debtors believe that the best
way for them to maximize value for the estates is to ask the
Delaware Court, respectfully, to defer to the New Jersey Court's
judgment regarding approval of the Adamar Asset Sale and the
Asset Purchase Agreement.  This would permit the Delaware Debtors
to reap the benefits of the process already underway in the New
Jersey Court and avoid the costs attendant to having the Delaware
Court oversee a separate marketing process, which the Delaware
Debtors believe would not be efficient, in light of the marketing
efforts the New Jersey Debtors have already undertaken, Mr.
Butera says.

                         *     *     *

Judge Carey grants the Delaware Debtors' request.  The Delaware
Debtors are authorized to consummate the transactions
contemplated under the Asset Purchase Agreement for the Adamar
Assets, including the granting of the Intellectual Property
Licenses to the Buyer.

A full-text copy of the Delaware Court's Order on the Adamar
Assets Sale is available for free at:

            http://ResearchArchives.com/t/s?3e4f

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Yemenidjian to Run Las Vegas Casino
------------------------------------------------------------
The Nevada Gaming Commission has consented to the appointment of
Alex Yemenidjian to run the operations of Tropicana Las Vegas
Resort & Casino until the Casino's new owners get their licenses,
Globest.com reports.

Mr. Yemenidjian works for Canadian private equity firm Onex
Corp., who is set to take over Tropicana Las Vegas in late 2009.
Mr. Yemenidjian is a former MGM Grand executive.

Tropicana Entertainment LLC sought bankruptcy protection in May
2008 and sometime after that, Onex created a special purpose
entity to acquire more than $200 million of the principal amount
of Tropicana's $440 million term loan secured by the Las Vegas
Casino unit, Brian K. Miller of Globest.com relates.  A Chapter
11 plan for the Las Vegas Casino has been confirmed in May 2009,
which provides that secured creditors, including Onex and certain
other holders of the $440 million term loan, will receive 100%
equity in the Las Vegas Casino property, Mr. Miller states.

Mr. Yemenidjian told the Nevada Gaming Control Board in early
June 2009 that the new owners intend to invest about $100 million
or more for the renovation of the Casino property, according to
Globest.com.  "We're going to embark on a journey to transform
the Tropicana to pre-eminence," the new source quoted Mr.
Yemenidjian as saying.

not conduct an auction.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRW AUTOMOTIVE: Obtains Covenant Relief Under Credit Facility
-------------------------------------------------------------
TRW Automotive Holdings Corp. has finalized an agreement with its
lenders of its senior secured credit agreement.  The amended $2.5
billion credit agreement is effective June 24, 2009, and includes
revised financial covenant ratios beginning with the second
quarter of 2009 and continuing through the third quarter of 2011.

The Company sought the amendment in response to the current
industry conditions including the unprecedented decline in global
vehicle production.

With 2008 sales of $15.0 billion, TRW Automotive ranks among the
world's leading automotive suppliers.  Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, operates in
26 countries and employs approximately 61,000 people worldwide.
TRW Automotive products include integrated vehicle control and
driver assist systems, braking systems, steering systems,
suspension systems, occupant safety systems (seat belts and
airbags), electronics, engine components, fastening systems and
aftermarket replacement parts and services.


UAL CORP: Nazir May Pursue California Suit if Reversed on Appeal
----------------------------------------------------------------
UAL Corp. and Iftikhar Nazir submitted a form of order to the
U.S. Bankruptcy Court for the Northern District of Illinois
resolving the matters raised in the Debtors' Motion to Hold in
Contempt Mr. Nazir and his Counsel and the Reconsideration
Motion, consistent with Judge John W. Darrah of the United States
District Court for the Northern District of Illinois's opinion
dated October 29, 2008.

The parties agreed that Mr. Nazir may not seek or obtain any
recovery in the lawsuit he filed in the Superior Court for the
State of California based on the conduct of United or its
employees before December 9, 2002.  However, if the California
Lawsuit is reversed on appeal and remanded for trial, he may
present evidence regarding his Prepetition Claims to the extent
the trial judge in the California Lawsuit deems it relevant to
pursue determination of his Postpetition Claims.

To the extent that Mr. Nazir's claims are based on conduct by
United or its employees that occurred on or after December 9,
2002, he:

  (i) may continue to prosecute the California Lawsuit in the
      California state appellate courts until its conclusion;
      and

(ii) may, if the dismissal of the California Lawsuit is
      reversed on appeal or the California Lawsuit is allowed to
      proceed in the California trial court, prosecute the
      California Lawsuit in the California courts to the extent
      it is based on the Postpetition Claims.

If Mr. Nazir should ultimately obtain a final judgment against
the Debtors based on his Postpetition Claims, then he will be
entitled to recover from the Debtors on the judgment and the
judgment will be entitled to treatment as an administrative claim
against the Debtors without the need to file any further
pleadings or claims in the Bankruptcy Court, notwithstanding
Section 1141 of the Bankruptcy Code or United's Confirmed First
Amended Plan of Reorganization.

Hearings on the Motion to Hold in Contempt and the Reconsideration
Motion scheduled in the Debtors' bankruptcy cases June 9, 2009
were also stricken.

Judge Wedoff signed the order on June 8, 2009.

                      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 Dec. 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 Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: District Court Denies P. Carr Motion for Leave
--------------------------------------------------------
Judge John W. Darrah of the U.S. District Court for the Northern
District of Illinois affirmed on June 18, 2009, the U.S.
Bankruptcy Court for the Northern District of Illinois' decision
denying the motion of Phyllis A. Carr for leave to file an
untimely appeal.

Ms. Carr filed on January 5, 2009, a notice of motion for leave to
file late notice of appeal and appeal, and subsequently took an
appeal in the United States Court of Appeals for the Seventh
Circuit from the dismissal order issued by the District Court on
December 30, 2008.

Judge Darrah explained that a bankruptcy judge's decision
rejecting excusable neglect will be overturned only in extreme
cases, when the bankruptcy court has abused its discretion.
Judge Darrah stated that while Ms. Carr argued that she was not
aware of the full nature of her attorney's illness and trusted
that her attorney would assist her with an appeal, Judge Wedoff
of the U.S. Bankruptcy Court found the argument unpersuasive and
inconsistent with her May 22, 2008 declaration.  Even assuming
that Ms. Carr was not aware of the full nature of her counsel's
illness in May 2008, her declaration clearly shows that she knew
at that time her counsel was ill enough to have others handle her
cases, Judge Darrah noted.  This is sufficient to support Judge
Wedoff's decision rejecting excusable neglect, Judge Darrah
pointed out.  Judge Darrah continued that Judge Wedoff also found
that Ms. Carr had sufficient information, before the Bankruptcy
Court's July 16, 2008 decision denying her motion to vacate the
settlement agreement, to know that she should get another lawyer
or proceed pro se with an appeal.

In sum, Judge Darrah said, the Bankruptcy Court did not abuse its
discretion in rejecting Ms. Carr's assertion of excusable
neglect.

                      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 Dec. 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 Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UNIVERSAL HOSPITAL: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Universal
Hospital Services, Inc., including the B2 Corporate Family Rating
and the B2 Probability of Default Rating.  Moody's also affirmed
the Speculative Grade Liquidity Rating of SGL-2 and the B3 rating
on both the $230 million second lien floating rate notes and the
$230 million second lien PIK Toggle notes.  The rating outlook
remains stable.

The B2 Corporate Family Rating reflects UHS' small absolute and
relative size, high leverage position, and weak interest coverage.
The rating benefits from UHS' leading market position in the
medical outsourcing service business, its national footprint, and
diverse customer and supplier base.  The rating is also supported
by UHS' good liquidity position.  While UHS has historically
generated negative free cash flow, the ratings incorporate Moody's
belief that a substantial amount of capital expenditures are
discretionary and could be reduced in order to improve cash
generation.

These ratings were affirmed:

  -- $230 million second lien floating rate notes due 2015, rated
     B3 (LGD4, 58%)

  -- $230 million second lien toggle notes due 2015, rated B3
     (LGD4, 58%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-2

The ratings outlook is stable

The last rating action was May 14, 2007, when Moody's assigned
ratings to UHS.

UHS is a leading nationwide provider of medical outsourcing and
lifecycle services to the United States health care industry.  For
the twelve months ended March 31, 2009, the company reported
revenues of approximately $288 million.


VERMILLION INC: Secures Court OK for Incentive Bonus Plan
---------------------------------------------------------
GenomeWeb reports that the U.S. Bankruptcy Court for the District
of Delaware has approved an incentive bonus plan, which could
result in significantly lower payments to Vermillion, Inc.'s three
directors.

Court documents say that under the terms of the plan, Vermillion's
directors, Gail Page, James Burns, and John Hamilton would be
awarded:

  -- nothing for the first $3 million of any sale of assets or
     distribution of cash, debt, or equity;

  -- 6 percent of the total value of the sale of assets or
     distribution of cash, debt, or equity greater than
     $3 million but less than or equal to $10 million; and

  -- 8 percent of the total value of the sale of assets or
     distribution of cash, debt, or equity greater than
     $10 million.

GenomeWeb relates that Mr. Page would be paid 50% of the total
incentive bonus, while Burns and Hamilton would receive 25% each
of the bonus, unless the three agree to other conditions.

According to GenomeWeb, the terms cover:

  -- gross proceeds from the sale of any assets; and
  -- any distribution of cash, debt, or equity if and when
     Vermillion's reorganization plan is approved.

Headquartered in Fremont, California, Vermillion, Inc. --
http://www.vermillion.com/-- engages in the development and
commercialization of diagnostic tests to aid physicians diagnose
and treat results for patients. The Company filed for Chapter 11
on March 30, 2009 (Bankr. D. Del. Case No. 09-11091).  Francis A.
Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble
Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel.
At September 30, 2008, the Debtor had $7,150,000 in total assets
and $32,015,000 in total liabilities.


YOUNG BROADCASTING: Selling Assets to unXis Inc. for $5,250,000
---------------------------------------------------------------
The SCO Group, Inc., disclosed in a filing with the Securities and
Exchange Commission that it executed a definitive agreement for
the sale of a substantial portion, of its assets and the
assignment of certain of its liabilities, to unXis, Inc.  The
aggregate purchase price is $5,250,000, plus the assumption of
certain assumed liabilities.

The Company entered into the Agreement with SCO Operations, Inc.,
and SCO Global, Inc., each a subsidiary of the Company, and unXis,
Inc.  The agreement is subject to the approval of the U.S.
Bankruptcy Court for the Southern District of New York.

Pursuant to the Agreement, the sellers agree to sell, at closing
under the Agreement, all rights it will require to operate the
UNIX business in the future.  In addition, the sale will include
the Company's equity interests in certain foreign subsidiaries, or
alternatively, selected assets of the foreign subsidiaries.  Under
the Agreement, the Company will retain the UNIX related rights and
claims the Company requires to continue pursuing its pending
litigation and related claims.

The purchase price is payable at closing in the form of a $250,000
cash deposit presently held in escrow by the Company's counsel, a
letter of credit for $2,150,000, and a second letter of credit for
$2,850,000 required to be posted by the Purchaser as a source of
funds to pay, if necessary, Novell's Nov. 20, 2008, judgment
against the Company that is under appeal.

At closing, the cash deposit is required to be paid to the sellers
and the Letter of Credit-Balance may be drawn upon by the sellers.
The Letter of Credit-Sun is required to be posted in escrow
concurrently with the closing and to be held pending adjudication
of the Appeal.  If and when monies are determined by final
adjudication to be due to Novell on account of the Novell
Judgment, the Letter of Credit-Sun is to be drawn upon and applied
to the extent necessary to pay Novell the amount determined to be
due to Novell on account of the claims underlying the Novell
Judgment.  If no decision is rendered in connection with the
Appeal by August 31, 2009, or if for any reason the Letter of
Credit-Sun is not drawn upon December 31, 2009, then, the Letter
of Credit-Sun will terminate as of the date, and the Purchaser
will have no obligation to pay the portion of the purchase price
represented by the Letter of Credit-Sun.

If the Appeal is reversed or remanded in whole or in part by no
later than August 31, 2009, the Letter of Credit-Sun may not be
drawn upon until a final non-appealable judgment is entered on the
claims that are the subject of the Novell Judgment; and in the
event the Purchaser is granted certain rights with respect to
further appellate efforts.

Certain assets are excluded from the sale, and retained by the
sellers.  The excluded or retained assets include, without
limitation, the purchase price, the Company's Java Patent and Me
Inc. products and business, cash and cash equivalents, accounts
receivable, equity interests in subsidiaries other than the
particular foreign subsidiaries to be acquired by the Purchaser,
contracts other than designated assumed contracts, and certain
copyrights, contract rights and litigation rights pertaining to
the Company's pending litigation against Novell, IBM, Red Hat,
Inc. and AutoZone, Inc.  The Retained SCO Rights include rights to
assert claims against certain third parties, other than most
material customers of unXis, based on allegations that the Linux
operating system or use of Linux-based products infringes the
Retained SCO Rights.  The Retained SCO Rights are subject to
releases and covenants not to sue, and to various qualifications
and conditions, including transfer rights in favor of the
Purchaser upon circumstances stated in the Agreement.

The Agreement is subject to various closing conditions, including
without limitation, approval by the Bankruptcy Court, and approval
of the United States government's Committee on Foreign Investment
in the United States.  Upon closing, the employment of various
employees will be terminated and certain identified employees will
be offered employment with the Purchaser.  The sellers will be
subject to certain non-compete and non-solicitation covenants
after closing, and the Company's chief executive officer will be
subject to a non-compete agreement.

A full-text copy of the PURCHASE AND SALE AGREEMENT is available
for free at http://ResearchArchives.com/t/s?3e2b

                  About Young Broadcasting, Inc.

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.


WALKER HOMES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Walker Homes, Inc.
        11459 E Troon Vista Drive
        Scottsdale, AZ 85255

Bankruptcy Case No.: 09-14398

Chapter 11 Petition Date: June 25, 2009

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

Debtor's Counsel: James Portman Webster, Esq.
                  James Portman Webster, PLLC
                  935 E Main St, Suite 101
                  Mesa, AZ 85203
                  Tel: (480) 964-0141
                  Fax: (888) 214-8293
                  Email: jim@jpwlegal.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
2 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/azb09-14398.pdf

The petition was signed by Paul Walker, president of the Company.


WOLVERINE TUBE: KPMG LLP Raises Going Concern Doubt
---------------------------------------------------
Wolverine Tube, Inc., does not currently have additional borrowing
capacity, and future funding requirements with respect to its
liquidity requirements could vary materially from the Company's
current estimates.  "Those matters raise substantial doubt about
the Company's ability to continue as a going concern," KPMG, LLP,
in Birmingham, Alabama, its independent auditors, said in a report
dated June 11, 2009.

On April 28, 2009 the Company successfully completed an exchange
offer which refinanced approximately $121.6 million 10.5% Senior
Notes and 10.5% Senior Exchange Notes with 15% Senior Exchange
Notes.  The Senior Secured Notes mature in a lump sum on March 31,
2012.  After completing this refinancing, the Company had domestic
cash balances of approximately $15.0 million on April 28, 2009.

The Company believes that its available cash and cash anticipated
to be generated through operations is expected to be adequate to
fund the Company's liquidity requirements, although there can be
no assurances that the Company will be able to generate such cash.
Additionally, the Company does not currently have in effect a
revolving credit agreement or other capital commitments to
supplement its existing cash and anticipated cash resources, if
necessary, to meet its liquidity requirements materially in excess
of the Company's current expectations.

The Company expects to continue to actively manage and optimize
its cash balances and liquidity, working capital, operating
expenses and product profitability, although there can be no
assurances the Company will be able to do so.

During 2009, the Company's sources of liquidity are cash and cash
equivalents -- approximately $15.0 million of domestic cash as of
the closing of the exchange offer -- cash provided by operations
and amounts available from foreign subsidiaries.

On June 11, 2009, the Company reported its annual results.  Net
sales for 2008 were $815.8 million versus $1.01 billion in 2007.
This 19.3% decrease versus 2007 is primarily the result of the
discontinuance of manufacturing certain products at the Company's
Decatur, Alabama and Booneville, Mississippi facilities in
December 2007 and January 2008, respectively, offset partially by
an increase in sales of externally sourced products.

The Company posted a net loss of $48.4 million in 2008 compared to
$98.2 million in 2007.  The net loss applicable to common
stockholders in 2008 was $60.3 million compared to a loss of
$116.1 million in 2007.  The Company had total assets of
$237.1 million and $261.2 million in total liabilities, resulting
$47.7 million in stockholders' deficit at December 31, 2008.

A full-text copy of the Company's report is available at no charge
at http://ResearchArchives.com/t/s?3e4d

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.


XERIUM TECHNOLOGIES: Discloses Terms of CFO Maffucci's Employment
-----------------------------------------------------------------
As reported by the Troubled Company Reporter on June 3, 2009, the
Board of Directors of Xerium Technologies Inc. appointed on May 27
Mr. Maffucci to the position of Executive Vice President and Chief
Financial Officer, effective June 8, 2009, upon the recommendation
of Stephen R. Light, President, Chief Executive Officer and
Chairman, at which time the Company and Mr. Maffucci agreed to a
summary of principal terms of his employment.

Under the terms of his employment agreement, Mr. Maffucci will
receive a base salary of $415,000, which may be increased for
subsequent years at the discretion of the Board of Directors of
the Company. Mr. Maffucci is eligible to participate in the in the
Company's Performance Award Program for 2009 at a minimum target
participation level of 60% of his base salary at the rate in
effect on December 31, 2009, prorated from the date of hire of
June 8, 2009. The total bonus compensation earned for 2009 shall
not be less than 50% of this prorated amount.

If, after six months of employment, Mr. Maffucci terminates his
employment other than for "good reason", he is entitled to his
unpaid salary and benefits through his date of termination.  If
his employment terminates because of his death or disability, then
he is entitled to his earned and unpaid salary through his date of
termination and any payout he would have earned under the
Company's annual bonus plans for the fiscal year in which the
termination occurs, prorated to reflect the number of days that he
worked in the fiscal year.  In addition, if his employment
terminates because of disability, he is entitled to participate in
medical/dental benefit plans for 18 months (or such longer period
as may be provided in the Company's benefit plans).

If the Company terminates his employment for any other reason, or
if he terminates his employment for "good reason," then he is
entitled to receive his base salary for one year and to
participate in medical/dental benefit plans for one year (or such
longer period as may be provided in the Company's benefit plans.
If any termination occurs within three months prior to or two
years following certain specified change of control transactions,
then the period of base salary and medical/dental benefit
continuation shall be 18 months instead of one year.  If the
Company terminates his employment for "cause," he is entitled only
to payment of his earned and unpaid base salary for the period
prior to termination.

The employment agreement also imposes non-competition and employee
non-solicitation obligations on Mr. Maffucci.

If it is determined that any payment or benefit provided to Mr.
Maffucci by the Company or any of the Company's subsidiaries will
be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended, pursuant to the
employment agreement the Company will make an additional lump-sum
payment to Mr. Maffucci sufficient, after giving effect to all
federal, state and other taxes and charges with respect to such
payment, to make Mr. Maffucci whole for all taxes imposed under or
as a result of Section 4999.

On June 8, 2009, the Company granted Mr. Maffucci 112,500 time
based restricted stock units under the Company's 2005 Equity
Incentive Plan.  The Company will issue one share of common stock
for each fully vested time based restricted stock unit.  With
respect to 75,000 of the time-based restricted stock units, the
awards will vest in nearly equal installments on the first,
second, and third anniversaries of the date of grant. With respect
to 37,500 of the time-based restricted stock units, 12,500 will
vest on January 3, 2010 and the remaining 25,000 will vest on
January 3, 2011.  Mr. Maffucci's time-based restricted stock unit
awards will vest as long as he continues to be employed by the
Company on the applicable vesting dates, and is subject to earlier
vesting in certain circumstances.  In particular, in the event Mr.
Maffucci's employment terminates as a result of a "Change of
Control", the entire unvested portion of the award will become
vested on the date of termination.  If Mr. Maffucci ceases to be
employed by the Company prior to a vesting date as a result of
resignation, dismissal or any other reason, then the unvested
portion of the award will be forfeited automatically.  In the
event of termination of Mr. Maffucci's employment by the Company
other than for "Cause" or termination for "Good Reason", a pro
rata percentage of the unvested portion of the award will become
vested on the date of termination.

On June 8, 2009, the Company also granted Mr. Maffucci 37,500
performance based restricted stock units under the Plan.  On each
of January 3, 2010 and 2011, 12,500 and 25,000 of the performance
based restricted stock units, respectively, will be earned if the
Adjusted Fair Market Value of the Company's common stock equals or
exceeds the price target established by the Compensation Committee
of the Company's Board of Directors prior to the grant date.  In
the event that the price target is not satisfied on January 3,
2010, but the price target is satisfied on January 3, 2011, the
previously unearned portion of the award will become earned. On
January 3, 2011, any performance based restricted stock units that
have not been earned will be forfeited.  Generally, Mr. Maffucci
must continue to be employed by the Company through January 3,
2011 in order for any of the earned performance based restricted
stock units to vest completely.

The Company also issued 60,000 shares of the Company's common
stock to Mr. Maffucci on June 8, 2009 in connection with his
appointment as the Company's Executive Vice President and Chief
Financial Officer.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR on June 9, 2008, reported that Moody's Investors Service
revised Xerium Technologies, Inc.'s outlook to positive from
negative, upgraded its speculative grade liquidity rating to SGL-3
from SGL-4, and upgraded its probability of default rating to Caa1
from Caa2.

At March 31, 2009, Xerium had $760,967,000 in total assets; total
current liabilities of $164,079,000, long-term debt, net of
current maturities, of $557,596,000, deferred and long-term taxes
of $10,900,000, pension, other postretirement and postemployment
obligations of $63,621,000, and other long-term liabilities of
$4,885,000; resulting in stockholders' deficit of $40,114,000.


XERIUM TECHNOLOGIES: Stockholders OK Changes to Incentive Plan
--------------------------------------------------------------
Xerium Technologies Inc. reports that on June 9, 2009, at the 2009
Annual Meeting of Stockholders, the Company's stockholders
approved Amendment No. 3 to the Company's 2005 Equity Incentive
Plan.  The Amendment increased the limit on the number of shares
of common stock that may be granted as stock awards in 2009 to
the Company's Chief Executive Officer to 2,302,178 shares.
Amendment No. 3 was approved by the Company's Board of Directors
on March 10, 2009.

The stockholders also approved:

   (1) The election of seven directors, all of whom were current
       directors of the Company prior to the Annual Meeting.  The
       elected directors will serve until the 2010 Annual Meeting
       of Stockholders, and until their successors are duly
       elected and qualified, or until their earlier death,
       resignation or removal:

       -- Stephen R. Light;
       -- Jay J. Gurandiano;
       -- Nico Hansen;
       -- David G. Maffucci;
       -- Edward Paquette;
       -- Michael Phillips; and
       -- John G. Raos; and

   (2) The ratification of Ernst & Young LLP as the Company's
       independent registered public accounting firm for 2009.
       Ernst & Young LLP served as the Company's independent
       registered public accounting firm for 2008.

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