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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 3, 2009, Vol. 13, No. 182

                            Headlines

1226 ALKI: U.S. Trustee Sets Section 341(a) Meeting for July 29
2136 WISCONSIN: Involuntary Chapter 11 Case Summary
4TH GENERATION: Case Summary & 11 Largest Unsecured Creditors
811 RIVER ROAD: Case Summary & 3 Largest Unsecured Creditors
A + A AUTO SALVAGE: Case Summary & 18 Largest Unsecured Creditors

ABITIBIBOWATER INC: Taps Robertson as Chief Restructuring Officer
ACCREDITED HOME: Protest JPMorgan's Chapter 7 Conversion Plea
ALITALIA SPA: Gets Binding Offer for Atitech Unit
ALLIS-CHALMERS ENERGY: Moody's Confirms 'B3' Corp. Family Rating
AMBAC: Moody's Cuts Rating on Fort Stewart Housing Revenue Bonds

AMERICAN INT'L: Sells Credit Card Unit Taiwan to Far Eastern
AMERICAN INT'L: Shareholder Questions PwC Fees at Meeting
AMERICAN PACIFIC: First National Asks Court to Convert Case
AMH HOLDINGS: Moody's Changes Default Rating to 'Caa1/LD'
ANCHOR BLUE: Court Approves $800,000 Bonuses for Executives

ANCHOR BLUE: Creditors Committee Settles with Secured Lenders
ARNOLDO GIL-OSORIO: Section 341(a) Meeting Slated for July 22
ASAT HOLDINGS: Enters Into Restructuring Pact with Noteholders
ATLAS TELEPHONE: Case Summary & 20 Largest Unsecured Creditors
BENDER SHIPBUILDING: Files for Chapter 11 Bankruptcy Protection

BERNARD MADOFF: Federal Marshals Confiscate Manhattan Penthouse
BUILDING MATERIALS: Receives Final Approval of $80MM DIP Facility
BISON BUILDING: Obtains $25MM Financing from Wachovia Bank
BLUFFS LLC: U.S. Trustee Sets Meeting of Creditor for July 24
BLUFFS LLC: Wants to Access First National's Cash Collateral

BLUFFS LLC: Court Approves Redmond & Nazar as Counsel
BRODER BROS: S&P Withdraws 'SD' Corporate Credit Rating
BROOKE CORP: Kansas Court Converts Bankruptcy Cases to Chapter 7
CALIFORNIA: Paying Creditors with IOUs Rather than Cash
CALPINE CORP: Seeks Public Input on Power Plant Construction

CAMBIUM LEARNING: Voyager Merger Deal Won't Affect Moody's Ratings
CDX GAS: Coal Companies Protest Disclosure Statement
CENTRAL GARDEN: Moody's Affirms Corporate Family Rating at 'B2'
CHRYSLER LLC: Committee Retains Mesirow As Financial Advisors
CHRYSLER LLC: NewCo to Close St. Louis Plant on July 10

CHRYSLER LLC: Old Carco Sues TRW Automotive for Contract Breach
CHRYSLER LLC: Seeks to Employ Freshfields for Foreign Assets Sales
CHRYSLER LLC: Seeks to Employ Pachulski Stang as Counsel
CHRYSLER LLC: Stipulation Rejecting Pact With Behr America
COMERICA INC: Fitch Cuts Individual Ratings to 'B/C' From 'B'

CRABTREE & EVELYN: Case Summary & 40 Largest Unsecured Creditors
CR-RSC TOWER: U.S. Trustee Sets Meeting of Creditors for July 27
CR-RSC TOWER: Seeks to Employ Cooter Mangold as Attorneys
CRUSADER ENERGY: Wants Plan Filing Deadline Moved to Oct. 30
CUMULUS MEDIA: Third Amendment Won't Affect Moody's 'Caa1' Rating

DAVID WEBB: Taps Alter Goodman as Bankruptcy Counsel
DEAF SMITH: S&P Junks Rating on $600,000 2002 Bonds From 'B-'
DENNIS ALFIERI: Court Set July 17 Bar Date for Proofs of Claim
DENNIS ALFIERI: Files Schedules of Assets and Liabilities
DETROIT PROPERTIES: Section 341(a) Meeting Scheduled for August 19

DIRECTORY ASSISTANCE: S&P Affirms 'B+' Corporate Credit Rating
DIRECTV HOLDINGS: Moody's Upgrades Corp. Family Rating to 'Ba1'
DONALD SCHLEY: Case Summary & 20 Largest Unsecured Creditors
DOUBLE JJ: Progressive Resorts Buys Firm
DOUGLAS POINTE: Section 341(a) Meeting Scheduled for July 24

EDDIE BAUER: Seeks to Pay Bonuses to Key Employees
EDDIE BAUER: To Auction off Business on July 16
ELIZABETH STATE: Closed; Galena State Bank Assumes All Deposits
ENERGY PARTNERS: Can Implement Retention Program for Non-Insiders
EXTENDED STAY: Line Trust Seeks to Depose Lichtenstein, Et Al.

FIRST NAT'L DANVILLE: First Financial Bank Assumes All Deposits
FIRST REPUBLIC: U.S. Trustee Sets Meeting of Creditors for Aug. 5
FIRST STATE WINCHESTER: First Nat'l of Beardstown Assumes Deposits
FIRSTPLUS FINANCIAL: Section 341(a) Meeting Slated for July 29
FIRSTPLUS FINANCIAL: Wants 15-Day Extension in Filing Schedules

FIRSTPLUS FINANCIAL: Wants to Access DIP Loan from Shareholder
FLEETWOOD ENTERPRISES: Cavco et al. Inks Indication of Interest
FOREST CITY: S&P Downgrades Corporate Credit Rating to 'B+'
FORUM HEALTH: Creditors Oppose 4-Month Plan Filing Extension Plea
FOUNDERS BANK: Closed; PrivateBank Assumes All Deposits

G & S METAL: Wants Schedules Filing Extended until August 10
G-I HOLDINGS: To Pay $300MM for Cleanup of Vermont Site
GENERAL MOTORS: Opel Sale Expected to Close in Six Months
G & S METAL: Section 341(a) Meeting Scheduled for August 4
GENERAL MOTORS: Sokolove Law Blasts Firm's Bankruptcy Plan

GEORGIA GULF: Amends Exchange Offers; Gets Noteholders' Support
GRAPHICS PROPERTIES: Wants Plan Filing Period Extended to Sept 14
HALLWOOD ENERGY: Wants to Obtain Unsecured Credit from HGI
HALLWOOD ENERGY: Wants to Use HPI Cash Collateral Until August 30
INTERLAKE MATERIAL: PBGC Assumes Underfunded Pension Plans

HERCULES CHEMICAL: Posts $71,200 Net Profit in May - for Sat
INTROGEN THERAPEUTICS: Files Chapter 11 Plan in Austin
ION MEDIA: Defends $150-Mil. Loan Against Creditors' Objections
IRWIN FINANCIAL: Sells Commercial Loans, 3 Branch Locations
ISOTONER CORPORATION: Moody's Cuts Corp. Family Rating to 'Caa1'

JAMESTOWN STAMP: Case Summary & 17 Largest Unsecured Creditors
JOBSON MEDICAL: Moody's Confirms Ratings; Gives Negative Outlook
JOE GIBSON: Court Okays Settlement With Clients
JOHN FREDERICK DIXON: Section 341(a) Meeting Slated for July 31
JOHN SHAW: Case Summary & 18 Largest Unsecured Creditors

JOHN WARNER BANK: Closed; State Bank of Lincoln Assumes Deposits
JOSEPH LANG: Case Summary & 15 Largest Unsecured Creditors
LAKES APARTMENTS: Voluntary Chapter 11 Case Summary
LAND RESOURCE: Florida Court Converts Case to Chapter 7
LEAR CORP: Debt Restructuring Cues S&P'S Rating Cut to 'D'

LEHMAN BROTHERS: Creditors Object to August 24 Claims Bar Date
LEHMAN BROTHERS: LB 2080 Seeks to Sell Assets to BW VCM for $3MM
LEHMAN BROTHERS: LBSF Seeks to Reject Pacts With Jana Masterfund
LEHMAN BROTHERS: Seeks to Employ PWC as Tax Adviser
MADAME TONGS: Voluntary Chapter 11 Case Summary

MAGNA ENTERTAINMENT: Wants Plan Filing Period Extended to Oct. 1
MANDOLIN INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
MARK IV: Court Okays $90 Million DIP Financing Agreement
MEDIANEWS GROUP: Denies Possible Bankruptcy; Lender Talks Go On
MEDINA GLASS: Emerges From Chapter 11 Bankruptcy

MERCURY COMPANIES: Plan Filing Period Extended to August 7
MILLENNIUM STATE: Closed; State Bank of Texas Assumes Deposits
MULTI MATTRESS: Case Summary & 7 Largest Unsecured Creditors
NEFF CORP: Moody's Cuts Probability of Default Rating to 'Caa3'
NORTH CADDO: Case Summary & 1 Largest Unsecured Creditor

NORTHEASTERN REAL: Seeks August 3 Extension to File Schedules
NORTHEASTERN REAL: Section 341(a) Meeting Scheduled for August 6
OPUS EAST: Files for Chapter 7 Bankruptcy Protection
OPUS WEST: Will File for Chapter 11 Bankruptcy Protection
PHOENIX COYOTES: Don Maloney Reaches Pact With NHL on Payroll

PIZZA PARTNERS: Files for Chapter 11 Bankruptcy Protection
PLAZA MANAGEMENT: Chapter 15 Settlement Approved
PLIANT CORP: Exclusivity Period Ends, Apollo's Plan Up for Voting
PRIME CAROLINA: Meeting of Creditors Scheduled for July 29
PROLIANCE INT'L: Files for Bankruptcy; To Sell Assets for $21.5MM

PROSPECT MEDICAL: Files Financial Information for Brotman
PROVIDENT ROYALTIES: Has Until July 27 to File Schedules
PSYSTAR CORP: Unfazed by Bankruptcy & Apple Lawsuit
QUEBECOR WORLD: Receives Approval of U.S. and Canadian Plans
QVC INC: Moody's Withdraws 'Ba2' Rating on $500 Mil. Senior Loan

RITE AID: Moody's Changes Outlook to Stable; Affirms 'Caa2' Rating
ROCK RIVER BANK: Harvard State Bank Assumes All Deposits
SCOTTISH RE: Posts US$1.7 Bln Net Income in 3-Mos. Ended March 31
SET MATERIALS: Case Summary & 20 Largest Unsecured Creditors
SHELDON GOOD: Founding Chairman and CEO Leaves Post

SHERBURNE COMMONS: Must File Sale Plan or Ch. 11 Plan by July 20
SIX FLAGS: Extends Partnership With Chrysler Group
SIX FLAGS: Seeks August 12 Extension for Schedules and Statements
SIX FLAGS: U.S. Trustee Opposes Kurtzman Carson's Rates
SMURFIT-STONE: Creditors Seek Prompt Payment of 503(b)(9) Claims

SMURFIT-STONE: Files Complaint Against ERISA Plaintiffs
SMURFIT-STONE: Files 2008 Savings Plans Report on Form 11-K
SMURFIT-STONE: PwC Bills $1.3 Million for March Work
SOLUTIA INC: Withdraws Appeal on Nitro Tort Claimants' Fees
SONORAN ENERGY: Section 341(a) Meeting Scheduled for July 20

SONORAN ENERGY: Wants Schedules Filing Extended Until August 3
STANFORD GROUP: Receiver Releases Report on Account Freeze Status
STANFORD GROUP: SFO Freezes Owner's US$100Mln Assets in UK
STANFORD GROUP: Court Permits Investors to See Own Accounts
SPORTSMAN'S WAREHOUSE: Set for July 30 Confirmation Hearing

STATEN ISLAND: Fitch Raises Ratings on Civic Bonds to 'BB+'
STEELCASE INC: Moody's Downgrades Ratings on Senior Notes to 'Ba1'
STEPHEN ILLYEFALVI: Case Summary & 4 Largest Unsecured Creditors
SUNSTATE WRECKER: Case Summary & 20 Largest Unsecured Creditors
SWR OFFICE: Case Summary & 20 Largest Unsecured Creditors

TERRY EUGENE DEAN: Case Summary & 20 Largest Unsecured Creditors
TEUFEL NURSERY: U.S. Trustee Sets Meeting of Creditors for July 28
TRANSMERIDIAN EXPLORATION: Court Approves Disclosure Statement
TRONOX INC: Kirkland Bills $2.8 Million for Jan.-March Work
TROPICANA ENTERTAINMENT: Onex Gets Control of Las Vegas Hotel

TROPICANA ENT: NJ Debtors Get Nod to Hire Kurtzman as Claims Agent
TRONOX INC: Reaches Deal With National Union Insurance
TRONOX INC: Stipulation Letting Anadarko to Settle With Landowners
TROPICANA ENT: Adamar of New Jersey's Schedules of Assets & Debts
TROPICANA ENT: Adamar of NJ's Statement of Financial Affairs

TVI CORP: Files Schedules of Assets and Liabilities
UBS AG: Must Compensate Madoff Investor Losses, French Agency Says
UBS AG: U.S. Government Seeks Disclosure of American Clients
US STEEL: Moody's Retains 'Ba2' Corporate Family Rating
UTGR INC: Court Extends Schedules & Statements Deadline to Aug. 24

VERILINK CORP: General Language in Plan Preserved Estate Claims
VIRGINIA STREET: Case Summary & 18 Largest Unsecured Creditors
VISTEON CORP: Panasonic Seeks Adequate Assurance of Payment
VISTEON CORP: Proposes to Sell 80% Equity in Halla Alabama
VISTEON CORP: Schedules and Statements Deadline Moved to Aug. 26

VISTEON CORP: Seeks to Amend Post-Employment Health Benefits
VISTEON CORP: Seeks to Implement Severance & Retention Programs
WCI COMMUNITIES: Updated Case Summary & 30 Unsecured Creditors
YOUNG BROADCASTING: Assets to Be Auctioned Off on July 14

* 7 More Banks Closed; Year's Failed Banks Now 52
* Ford Takes Four of Top Five Spots in AutoTrader.com's June List

* Geoff Richards Named Restructuring Financial Advisor of the Year
* GM, Chrysler Bankruptcies Cause Worry on Warranties, Insurance

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and II

                            *********

1226 ALKI: U.S. Trustee Sets Section 341(a) Meeting for July 29
--------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in 1226 Alki Avenue SW, LLC's Chapter 11 case on July 29, 2009, at
10:00 a.m.  The meeting will be held at the US Courthouse, Room
4107, 700 Stewart St, Seattle, Washington.

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

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

Seattle, Washington-based 1226 Alki Avenue SW, LLC, filed for
Chapter 11 on June 19, 2009 (Bankr. W.D. Wash. Case No. 09-16026).
Larry B. Feinstein, Esq., at Vortman & Feinstein, represents the
Debtor in its restructuring efforts.  The Debtor did not file a
list of 20 largest unsecured creditors.  The Debtor listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


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

Case Number: 09-15236

Involuntary Petition Date: June 30, 2009

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

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

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

Lester Foote                   unstated             unstated
2800 Sherman Ave. NW
Washington, DC 20001


4TH GENERATION: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 4th Generation Construction, Inc.
        8400 E. Long Mesa Drive
        Prescott Valley, AZ 86314

Bankruptcy Case No.: 09-14991

Chapter 11 Petition Date: June 30, 2009

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

Judge: Chief Judge Redfield T. Baum

Debtor's Counsel: Pernell W. Mcguire, Esq.
                  Mcguire Gardner, Pllc
                  320 N. Leroux, Suite A
                  Flagstaff, AZ 86001
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  Email: pmcguire@mcguiregardner.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
11 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/azb09-14991.pdf

The petition was signed by Roy Mills, president of the Company.


811 RIVER ROAD: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 811 River Road Real Estate Holdings, LLC
        811 River Road
        Shelton, CT 06484

Bankruptcy Case No.: 09-51286

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  Email: ressmul@yahoo.com

Total Assets: $1,420,200

Total Debts: $2,178,000

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

          http://bankrupt.com/misc/ctb09-51286.pdf

The petition was signed by Neal Perchuk, member of the Company.


A + A AUTO SALVAGE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: A + A Auto Salvage Inc.
        3685 North US 1
        Fort Pierce, FL 34946

Bankruptcy Case No.: 09-23481

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: John B. Culverhouse Sr, Esq.
                  320 S. Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.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
18 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/flsb09-23481.pdf

The petition was signed by Anthony D'Amico, president of the
Company.


ABITIBIBOWATER INC: Taps Robertson as Chief Restructuring Officer
-----------------------------------------------------------------
AbitibiBowater Inc. has appointed Bruce K. Robertson as Chief
Restructuring Officer.  Mr. Robertson's primary responsibility
will be to support Company efforts in the restructuring process
stemming from AbitibiBowater's creditor protection filings.  He
will work closely with the Executive Team and report to David J.
Paterson, President and Chief Executive Officer.

"We are pleased to have Bruce Robertson on board and to share his
expertise in corporate finance and restructurings," stated David
Paterson.  "I look forward to working closely with Bruce and the
Company's Board, Management and creditors to move, as quickly as
possible, towards a negotiated settlement of claims and a
comprehensive restructuring plan that will make AbitibiBowater a
stronger, more sustainable organization.'

Mr. Robertson recently served as Senior Managing Partner at
Brookfield Asset Management Inc.  At Brookfield, he held a number
of operational roles, managing over $7 billion in North American
distressed private equity, bridge lending, and real estate finance
strategies.  In his capacity as a senior executive of Brookfield,
Mr. Robertson served on a number of private and public boards.  He
holds a Bachelor of Commerce from Queen's University.

AbitibiBowater has obtained a court order in the U.S. authorizing
the appointment of Mr. Robertson.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ACCREDITED HOME: Protest JPMorgan's Chapter 7 Conversion Plea
-------------------------------------------------------------
Home Lenders Holding Co. objected before the U.S. Bankruptcy Court
for the District of Delaware at a bid by creditors led by a unit
of JPMorgan Chase & Co. to convert its bankruptcy to Chapter 7,
arguing that its liquidation plans have moved expeditiously and
efficiently to eliminate significant expenses, according to
Law360.

                    About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors selected
Hunton & Williams LLP as Chapter 11 counsel.  Pachulski Stang
Ziehl & Jones LLP serves as co-counsel of the Debtors.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Roberta A.
DeAngelis, acting United States Trustee for Region 3, has
appointed three members to the official committee of unsecured
creditors in Accredited and its affiliates' Chapter 11 cases.
The Debtors' assets range from $10 million to $50 million and its
debts from $100 million to $500 million.


ALITALIA SPA: Gets Binding Offer for Atitech Unit
-------------------------------------------------
Marco Bertacche at Bloomberg News reports that Augusto Fantozzi,
the government-appointed bankruptcy administrator of Alitalia SpA,
has received a binding offer for 100 percent of the carrier's
heavy-maintenance unit Atitech SpA.  The report said the bidder
was not identified.  Financial terms of the bid were not
disclosed.

                          About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The Italian
government owns 49.9% of Alitalia.

As reported in the Troubled Company Reporter-Europe on November 7,
2008, Alitalia S.p.A. filed for Chapter 15 protection with the
U.S. Bankruptcy Court in the Southern District of New York.
Italy's national airline experienced financial difficulties for a
number of years caused, in large measure, by a combination of
competition from low-cost air carriers, poor management and
onerous union obligations, according to papers filed with the
court.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection.  The
carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

In the petition filed October 29, 2008, Prof. Augusto Fantozzi,
the appointed administrator, said the airline's financial
difficulties have been and exacerbated by spiraling fuel prices.

On August 29, 2008, Alitalia declared insolvency and filed for
commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi
appointed Mr. Fantozzi as extraordinary commissioner.
Under the Bankruptcy Bill, the Administrator has supplanted the
directors and other management of Alitalia.


ALLIS-CHALMERS ENERGY: Moody's Confirms 'B3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed Allis-Chalmers Energy Inc.'s
B3 Corporate Family Rating, changed its Probability of Default
Rating to B3/LD from B3, and downgraded its $255 million 9% senior
notes due 2014 to Caa3 (LGD 3, 35%) from Caa1 (LGD 4, 61%) and its
$250 million 8.5% senior notes due 2017 to Ca (LGD 3, 40%) from
Caa1 (LGD 4, 61%).  The rating outlook is stable.  This rating
action ends a review for possible downgrade initiated on May 29,
2009.

The rating actions reflect the company's completion of its cash
tender offer on its $255 million 9% senior notes due 2014 and
$250 million 8.5% senior notes due 2017.  Given that the tender
offer represented both a significant discount to par and a
meaningful portion of ALY's total debt, Moody's views the
culmination of the tender offer as a distressed exchange.  Moody's
will remove the "/LD" from the Probability of Default Rating in
approximately three days.  At the same time, Moody's will re-
evaluate the ratings on the senior notes to reflect the post-
exchange capital structure.

ALY bought back approximately $31 million in principal of its 9%
senior notes due 2014 and $44 million in principal of its senior
notes due 2017 via a modified Dutch auction.  The tender offer was
funded through a common stock rights offering (proceeds of
approximately $89 million) and convertible perpetual preferred
stock offering (proceeds of approximately $36 million), with
approximately $49 million being used to fund the tender offer and
approximately $35 million being used to repay drawings under its
revolving bank credit facility due 2012, and it expects in the
near future to prepay an additional $8 to $10 million in other
debt.  Lime Rock Partners V, L.P. purchased the preferred stock
and backstopped the rights offering.  As a result, Lime Rock has
acquired approximately 40% of ALY's common stock on a pro-forma
basis and gained four seats on ALY's board, with voting control
capped at 35%.

ALY's B3 Corporate Family Rating incorporates the completion of
the tender offer.  While the tender offer has resulted in a
reduction in the company's financial leverage and interest payment
savings, as well as increased covenant compliance headroom, the B3
rating is constrained by Moody's concern over deepening oilfield
services sector weakness, particularly in North America.  Upstream
producers have reduced capital spending levels, which has reduced
sector capacity utilization and pricing power and which will
result in pressure on ALY's 2009 operating results.  In addition,
the preferred stock issued has some debt like features, namely
three years of dividend payments which accumulate.

Moody's last rating action on ALY dates from May 29, 2009 at which
time Moody's downgraded ALY's ratings and placed the ratings on
review for further possible downgrade

Allis-Chalmers Energy Inc., headquartered in Houston, TX, is a
provider of oilfield services and products for oil and gas
companies.


AMBAC: Moody's Cuts Rating on Fort Stewart Housing Revenue Bonds
----------------------------------------------------------------
Moody's Investors Service has downgraded to Baa2 from A2 the
rating on Fort Stewart & Hunter Army Airfield Military Housing
Privatization Project Multifamily Housing Revenue Bonds Series
2003 and Series 2008.  The downgrade incorporates the funding of
the Debt Service Reserve Funds for the Bonds each by way of a Debt
Service Reserve Fund Surety Bond provided by Ambac.  Ambac is
currently rated Ba3 with a developing outlook.  Moody's considers
the Debt Service Reserve Fund to be an important component of
support for the Bonds and therefore a key factor in the rating.

                            Strengths

  -- Weighted average Basic Allowance for Housing increased by an
     annual average of 13% for the years 2008 and 2009, which is
     above the assumed underwriting pro forma

  -- Fort Stewart has strong base essentiality with a low
     likelihood of base closure which would impact the housing

  -- The developer/manager of the housing is Belfour Beatty
     Communities (former GMH) who is an experienced developer and
     manager of military housing

                          Challenges

  -- The debt service reserve fund surety is provided by Ambac,
     which is currently rated Ba3 with a developing outlook.

  -- Deployment of troops could result in decreased occupancy
     levels at both the family housing and more significantly at
     the unaccompanied housing. This risk is mitigated by the
     adequate operating performance of the properties

  -- New construction of the family housing units is approximately
     36 units behind the 1868 end-state new construction
     projections

                        Recent Developments

The Initial Development Period is scheduled to end in 2011.  As of
March 31, 2008, construction on the family housing has been behind
schedule by 36 units and 90 units for the new construction and
rehab, respectively.  The construction of new units is behind
schedule due to the discovery of an abandoned cemetery located on
the grounds where the homes were to be constructed.
Rehabilitation of the conveyed units is behind schedule due to
availability of units due to occupancy.  There are 1449 new family
units and 923 rehabbed units completed, which represent 78% of all
new construction units, and 58% of all rehab units to be
completed.  The new construction of unaccompanied housing is
slightly ahead of schedule with 160 new units completed, which
represents 48% of all end-state unaccompanied units.

With the exception of 2005 when the entire division was deployed
to Iraq, occupancy has been adequate -- in the 92% to 97% range.
During the deployment, occupancy dropped to 82.5% -- while a lower
level, it still reflects a strong desire for the families to stay
on base.  In order to mitigate the lower occupancy during the
construction period, and the delay in construction, some family
units scheduled to be demolished are kept online until new units
are constructed.  A potential future deployment, would further
stress the occupancy at the project, however the future deployment
would be in phases, brigade by brigade rather than the entire
division.  In December 2007, it was announced that an additional
brigade will be sent to Fort Stewart.  While such plans have not
yet materialized, an additional brigade is likely to increase the
demand for on-base housing.

Weighted average BAH growth based on end-state unit rank mix has
been very strong, averaging 13% for 2009 and 2009.  Based on the
2008 audited financial statements, the project had adequate
operating performance, as demonstrated by the 14.7% increase in
revenues from the prior year.  However, this increase in revenues
was partially offset by a 13% increase in expenses from 2007.
Although the net operating income, and the resulting debt service
coverage is sufficient for this rating level, any potential BAH or
occupancy decreases would negatively affect the program's
operating performance.  In its rating assignment, Moody's
considered the performance of the project in the context of the
debt service reserve fund surety provided by Ambac.  Moody's views
the Debt Service Reserve Fund to be an important component of
support for the Bonds, and thus a key factor in the rating.

                             Outlook

The rating outlook is stable at the Baa2 rating level.

                  What Could Change The Rating Up

  -- A substantial increase in debt service coverage levels

  -- Substantial occupancy increases

  -- Replacement of the debt service reserve with cash or an
     appropriate rated surety provider

                What Could Change The Rating Down

  -- BAH levels decreasing or a prolonged period of no growth
  -- Future declines in debt service coverage levels
  -- Future declines in occupancy
  -- Continued construction delays

The last rating action was on November 12, 2008, when the Series
2003 and Series 2008 bonds were placed on Watchlist for potential
downgrade.


AMERICAN INT'L: Sells Credit Card Unit Taiwan to Far Eastern
------------------------------------------------------------
American International Group, Inc. has entered into an agreement
to sell the assets of Taiwan AIG Credit Card Company (Taiwan)
Limited to Far Eastern International Bank.

The transaction, subject to the approval of the Financial
Supervisory Commission of the Republic of China, is expected to be
completed in the third quarter of 2009.  Terms of the transaction
were not disclosed

ABN AMRO Bank N.V., Hong Kong Branch -- a subsidiary undertaking
of The Royal Bank of Scotland Group plc -- acted as financial
advisor and Linklaters LLP and Russin & Vecchi served as legal
counsel to AIG on this transaction.

                 About American International

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

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
US$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 US$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 US$819.75 billion in total assets and
US$765.53 billion in total liabilities.  At September 30, 2008,
AIG had US$1.022 trillion in total assets and US$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
US$62 billion for the fourth quarter and $99 billion for the full
year of 2008, along with a revised restructuring plan supported by
the U.S. Treasury and the Federal Reserve.  This concludes a
review for possible downgrade that was initiated on September 15,
2008.


AMERICAN INT'L: Shareholder Questions PwC Fees at Meeting
---------------------------------------------------------
Shareholder Kenneth Steiner of Great Neck, New York, a shareholder
of American International Group, has questioned the company's
payments to PricewaterhouseCoopers, the Company's independent
auditors, over the past two years.

According to a blog posted at Reuters, Mr. Steiner pointed out at
AIG's annual meeting that the company paid PwC $131 million in
audit and other fees in 2008 and $119.5 million in 2007.

"I want to know what these fees were paid for," Mr. Steiner said,
according to the Reuters blog.  "Why didn't anybody know what was
going on? What were the accountants doing? Were they sleeping?"

According to Reuters, AIG CEO Edward Liddy defended PwC, saying
the auditor had raised early concerns about controls at AIG
Financial Products, the division blamed for AIG's near collapse.
"PricewaterhouseCoopers conducted itself well over the last couple
of years," Reuters quotes Mr. Liddy as saying.  "They put a
material weakness on the company with respect to its controls
around FP (AIG Financial Products)."

According to Reuters, "the fees look large but are not unheard of.
GE, for instance, paid KPMG $133 million in 2008 and
$122.5 million in 2007."  "Still, Microsoft paid its auditor,
Deloitte & Touche, a fraction of that -- only $27.9 million in
2008 and $23.5 million in 2007," Reuters adds.

                 About American International Group

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.  AIG's subordinated debt rating has been downgraded to Ba2
from Baa1.  The rating outlook for AIG is negative.  This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve.  This concludes a review for
possible downgrade that was initiated on September 15, 2008.


AMERICAN PACIFIC: First National Asks Court to Convert Case
-----------------------------------------------------------
Secured creditor First National Bank & Trust asks the U.S.
Bankruptcy Court for the Northern District of Florida to dismiss
or convert to Chapter 7 liquidation American Pacific
International, Ltd.'s Chapter 11 bankruptcy case for cause.  First
National holds a first mortgage on the Debtor's real property in
Okaloosa County, Florida, comprising 84 lots in Chanan Estates 1st
Addition with a 150 acre-golf course with club house, save and
except for two lots, Lot 1B and 5B.

First National says that the golf course, pro shop and affiliated
businesses closed soon after the commencement of the Debtor's
bankruptcy case and that since the petition date, the Debtor has
performed "virtually" no maintenance on the club house, the golf
course or the amenities.

In addition, First National relates that the Debtor's estate is
sustaining continual losses and that there is no likelihood of
rehabilitation.  First National states that there is no meaningful
prospects for the sale of the property and that the Debtor has no
plan other than to sell the lots and use the liquidity to satisfy
its creditors.  Conversion to Chapter 7 and sale of the lots by a
Trustee, First National says, is essentially the same thing and
adequately protects the creditors.

Further, First National tells the Court that the Debtor's only
source of income is from the homeowners association in the amount
of $1,000 a month and that the Debtor owes 2 years of back ad
valorem taxes in the amount of approximately $57,000.

Crestview, Florida-based American Pacific International, Ltd., dba
Shoal River Country Club and Adara Golf Club, operates a golf
course and pro shop.  The Company filed for Chapter 11 protection
on October 10, 2008 (Bankr. N.D. Fla. Case No. 08-31566).  Bruce
C. Fehr, Esq., at Liberis & Associates, P.A.; D. Michael Chesser,
Esq., and Louis L. Long, Jr., Esq., at Chesser & Barr, P.A.,
represent the Debtor as counsel.  In its bankruptcy petition, the
Debtor listed assets of $12,435,231 and debts of $6,025,130.


AMH HOLDINGS: Moody's Changes Default Rating to 'Caa1/LD'
---------------------------------------------------------
Moody's Investors Service changed AMH Holdings, LLC's Probability
of Default Rating to Caa1/LD from Ca reflecting the closing of the
company's exchange offer for a portion of its outstanding debt at
values below par.  Moody's also affirmed its Caa1 Corporate Family
Rating and its 11.25% senior subordinated notes due 2014 at Caa2.
In a related rating action Moody's upgraded the 9.75% senior
subordinated notes due 2012 issued by Associated Materials, LLC,
to B3 from Caa1.  The outlook is negative. Moody's will remove the
PDR's LD component after three business days.

The change in the PDR reflects Associated Materials, LLC's, AMH's
indirect, wholly-owned operating subsidiary, recent announcement
that it issued $20.0 million of senior subordinated notes due 2012
in a private placement, ranking pari passu to its existing 9.75%
senior subordinated notes due 2012, and AMH Holdings II, Inc., an
indirect parent company of both AMH and Associated, issued
$13.066 million 20% senior unsecured PIK notes due 2014 in
exchange for all of AMH II's $88 million of 13.625% Senior Notes
due 2014.

The Caa1 Corporate Family Rating incorporates Moody's view that
AMH's credit metrics will remain highly speculative in spite of
the reduction of approximately of $55 million of debt.  The
severity of the downturn in the North American economy is
negatively impacting the housing and remodeling industries and
will likely remain weak well into 2010.  Tight credit markets will
further impact construction of new housing projects in addition to
limiting major remodeling efforts for existing home owners.  The
severe economic downturn has resulted in leverage and operating
metrics indicative of the current rating.

The ratings for the senior subordinated notes issued by AMH and
Associated reflect the probability of default to which Moody's
assigns a PDR of Caa1/LD.  The upgrade to Associated's 9.75%
senior subordinated notes due 2012 results from revised
expectations regarding the loss given default assessment for this
debt instrument.  Since the availability under Associated's
revolving credit facility is less than the committed amount due to
borrowing based restrictions, the lesser amount of more senior
claims in the waterfall acts to improve the recovery rate of the
senior subordinated notes due 2012, providing uplift to the
rating.  Because the subordinated notes due 2014 issued by AMH are
structurally subordinated to Associated's debt, they are ranked
below the 2012 notes in the waterfall and do not benefit from the
same rating uplift.

These ratings/assessments were affected by this action:

AMH Holdings, LLC:

  -- Corporate Family Rating affirmed at Caa1;

  -- Probability of Default Rating upgraded to Caa1/LD from Ca;
     and,

  -- $446 million senior subordinated notes due 2014 affirmed at
     Caa2, but its loss given default assessment is changed to   -
     (LGD5, 78%) from (LGD5, 75%).

Associated Materials, LLC:

  -- $165 million senior unsecured notes due 2012 upgraded to B3
     (LGD3, 40%) from Caa1 (LGD3, 43%).

The last rating action was on June 17, 2009, at which time Moody's
lowered Probability of Default Rating to Ca.

AMH Holdings, LLC, headquartered in Cuyahoga Falls, Ohio, is a
North American distributor of exterior residential building
products.  The company's core products are vinyl windows, vinyl
siding, aluminum trim coil, and aluminum and steel siding and
accessories.  Revenues for the last twelve months through April 4,
2009 totaled $1.1 billion.


ANCHOR BLUE: Court Approves $800,000 Bonuses for Executives
-----------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved $800,000 in bonuses for executives at Anchor
Blue Retail Group Inc. despite objections from a U.S. trustee, who
claimed the bonus plan was really a retention plan in disguise
that improperly compensated the company's executives regardless of
performance, according to Law360.

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

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


ANCHOR BLUE: Creditors Committee Settles with Secured Lenders
-------------------------------------------------------------
The official committee of unsecured creditors in Anchor Blue
Retail Group Inc.'s Chapter 11 case has until August 4, 2009, to
challenge the validity of the liens of the prepetition lenders.

However, the creditors committee and the lenders have reached a
settlement under which the Committee agreed to the lenders' liens
after the lenders agreed to carve out some asset sale proceeds for
unsecured creditors on these terms:

                                        Allocation for
      Proceeds                         Unsecured Creditors
      ---------                        --------------------
      Between $17 million
      and $19.5 million                      10.0%

      Above $19.5 million but
      Not more than $21.5 million             7.5%

      In excess of $21.5 million              5.0%

The lenders also agreed to modify the budget so $500,000 would be
available to pay professionals for the Committee.  The Committee
has agreed not to object to the asset sales.

Anchor Blue is closing 46 underperforming stores as part of its
overall restructuring plan.  A massive store closing sale kicked
off June 19 at all stores earmarked for closing and will last
until all merchandise is sold.

As part of the bankruptcy filing, Anchor Blue reached a stalking
horse agreement with Levi Strauss & Co. regarding the purchase of
the Levi's & Dockers Outlet by MOST stores.  Levi Strauss offered
to buy 73 of the 74 Levi's & Dockers Outlet by MOST stores for $72
million.

Anchor Blue has a separate deal deal to sell some 127 Anchor Blue
stores to current management and Ableco Finance LLC, the agent for
the term loan lenders.  Ableco will pay for the stores largely in
exchange for secured debt, including debt provided for the Chapter
11 case.

                 About Anchor Blue Retail Group

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

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


ARNOLDO GIL-OSORIO: Section 341(a) Meeting Slated for July 22
-------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Arnoldo Gil-Osorio's Chapter 11 case on July 22, 2009, at 1:30
a.m.  The meeting will be held at San Jose Room 130 U.S. Federal
Bldg., 280 S 1st St. No. 130, San Jose, California.

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

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

Santa Cruz, California-based Arnoldo Gil-Osorio filed for
Chapter 11 on June 18, 2009 (Bankr. N. D. Calif. Case No. 09-
54777).  Michael K. Mehr, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed $10 million to
$50 million in assets and $1 million to $10 million.


ASAT HOLDINGS: Enters Into Restructuring Pact with Noteholders
--------------------------------------------------------------
ASAT Holdings Limited (OTC Bulletin Board: ASTTY) has reached
agreement in principle with a majority of its creditors on the
terms of a consensual financial restructuring of the obligations
of the Company / or its subsidiaries under the 9.25% Senior Notes
due 2011 issued by New ASAT (Finance) Limited and the loan
provided to ASAT pursuant to the Purchase Money Loan Agreement,
dated as of July 31, 2005, between the Company and certain
lenders.

Upon completion of the Restructuring, the Existing Notes and PMLA
will be exchanged for new notes due 2016 in an aggregate principal
amount of approximately $70 million and a number of newly issued
ordinary shares equal in aggregate to approximately 66% of the
total outstanding ordinary shares on a fully diluted post-
Restructuring basis, and existing holders of ordinary shares of
the Company will hold less than 1% of the equity of the Company on
a fully-diluted post-Restructuring basis.

A key feature of the Restructuring is that all trade creditors,
suppliers, customers and employees will receive all amounts owed
to them in the ordinary course of business.

The restructuring of the Existing Notes will be implemented
through a creditor scheme of arrangement in the Cayman Islands
courts.  The first court hearing is scheduled for July 30, 2009.

"This agreement in principle is excellent news for our Company,
our employees, our suppliers and customers worldwide because it is
a major step towards completing the Restructuring, enabling us to
participate in the general recovery in the industry and return to
improved financial performance," said TL Li, the Company's acting
CEO.  "In addition to improving the capital structure, I am
pleased by the cooperative nature of discussions with the
Noteholders, customers and vendors.  The spirit of cooperation
exhibited by all parties is essential for ASAT to continue as a
strong industry player."

"Our largest Noteholders and the PMLA lenders have taken a
proactive role in this exercise that have enabled us to reach
agreement on terms that will result in a stronger ASAT," said Kei
Hong Chua, chief financial officer of ASAT Holdings Limited.  "We
are seeking to have the scheme approved and sanctioned by the
court as quickly as possible, and the Company, the Noteholders and
all the lawyers involved are working as rapidly as possible to
make sure this occurs."

The largest Noteholders and other participants in the working
group representing a significant majority in value of the Existing
Notes have also expressed satisfaction with the terms of the
proposed Restructuring.  "[The] announcement is the result of
intensive negotiations between, and hard work from, key
stakeholders and their respective advisers.  We believe it
provides fair value to all concerned," said a spokesman for
Clearwater Capital Partners.  "We look forward to working now with
all parties to document and close this Restructuring as soon as
practicable and with minimum inconvenience to the Company's daily
operations."

"Our agreement in principle with ASAT is an important step forward
in the Company's Restructuring and will serve as a positive
example of what can be achieved through working together to reach
a solution," said a spokesman for JP Morgan Asia Equity Partners,
the general partner of certain funds that are significant
shareholders of ASAT and the lenders under the PMLA.

The Company also received an additional Extension of Forbearance
Period under the Forbearance Agreement with a majority of its
Noteholders and the lenders under the PMLA.  The extended duration
of the forbearance agreement is for a period of 30 consecutive
days, commencing on July 1, 2009 and expiring on July 31, 2009.
The same terms and conditions of the original Forbearance Period
will stay in effect for the Additional Forbearance Period.

Under terms of the forbearance agreements, the lenders agree to
forbear from exercising their rights and remedies against the
Company with respect to certain designated defaults until after
July 31, 2009, subject to certain early termination events.

The Company requested the additional time as it continues
discussions with its Noteholders and the lenders under the PMLA on
the Restructuring.

                   About ASAT Holdings Limited

ASAT Holdings Limited -- http://www.asat.com/-- is a global
provider of semiconductor package design, assembly and test
services. With 20 years of experience, the Company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines.  ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, lead-less
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip.  ASAT was the first company to develop
moisture sensitive level one capability on standard leaded
products.  The Company has operations in the United States, Asia
and Europe.


ATLAS TELEPHONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Atlas Telephone Company, Inc.
        119 W. Main
        Big Cabin, OK 74332

Bankruptcy Case No.: 09-11994

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Patrick J. Malloy III, Esq.
                  Malloy Law Firm, P.C.
                  111 West 5th St., Suite 700
                  Tulsa, OK 74103-4261
                  Tel: (918) 747-3491
                  Fax: (918) 743-6103
                  Email: malloylawfirm@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 Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/oknb09-11994.pdf

The petition was signed by Barbara A. Summa, president of the
Company.


BENDER SHIPBUILDING: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Bender Shipbuilding & Repair Co., Inc., has decided to file for
Chapter 11 bankruptcy protection.

As reported by the Troubled Company Reporter on June 15, 2009,
three creditors filed an involuntary Chapter 7 petition against
Bender Shipbuilding & Repair Co. in the U.S. Bankruptcy for the
Southern District of Alabama.

Bender Shipbuilding had hoped to avoid bankruptcy, but the filing
of the involuntary petition and the effects of that filing on the
Company forced it to realize that it is in the best interest of
its customers, creditors, and vendors to reorganize in Chapter 11.
The Company will continue to operate as a full service shipyard
and, under Chapter 11, the Company's customers will be protected
as to existing and future contracts as well as to the Company's
performance under such contracts.  Bender worked closely with its
secured creditors before filing for Chapter 11 bankruptcy, and
believes that they will continue to work with the Company.

The involuntary petition and the resulting Chapter 11 effort will
result in the downsizing of the Company's operations.  However,
the Company has ship repair jobs in the yards and is optimistic
its loyal customer base will send more work, allowing the Company
to maintain a core employment of about 300 workers.

"I regret very much the impact this decision has on our employees
and vendors and the community," Tom Bender, Bender Shipbuilding's
President and CEO noted, "but the involuntary petition gave us no
choice.  I will devote every waking minute to getting us through
this process as quickly and painlessly as humanly possible.  In
the meantime, we will continue to provide our customers the
quality service, quick turn-around and attractive prices they have
come to expect from Bender over the years."

Bender Shipbuilding & Repair Co. welds the hull of an offshore oil
supply boats the Mobile, Alabama.


BERNARD MADOFF: Federal Marshals Confiscate Manhattan Penthouse
---------------------------------------------------------------
The Associated Press reports that federal marshals, having secured
the court's permission, seized Bernard Madoff's $7 million
Manhattan penthouse on Thursday, forcing Ruth Madoff to move out.

Ms. Maddof had been advised in advance of the marshals' plans and
was leaving the residence and surrendering personal property, The
AP states, citing U.S. Marshal Joseph Guccione.  The AP quoted Ms.
Madoff's lawyer, Peter Chavkin, as saying, "Ruth moved out
voluntarily pursuant to the prior agreements we reached with the
government."

According to The AP, proceeds from a sale of the property and its
contents could be used to help reimburse Madoff fraud victims.

          Alleged Madoff Accomplice Spotted in Austria

David Crawford at The Wall Street Journal reports that U.S., U.K.,
and Austrian prosecutors are conducting a probe on former Austrian
fund manager Sonja Kohn, whom they believe was paid more than
$40 million in kickbacks to funnel billions of dollars of
investments to Mr. Madoff.

Citing prosecutors, WSJ states that while Ms. Kohn was chairperson
of Bank Medici AG, turned three bank funds into "feeder funds"
that supplied Mr. Madoff with an estimated $3.5 billion from
European investors.  A Bank Medici spokesperson denied that Ms.
Kohn or the bank had received kickbacks, WSJ relates.

WSJ says that Ms. Kohn hasn't been charged with wrongdoing.  The
report quoted her as saying, "I am actually the greatest Madoff
victim.  It is a tragedy for my family, my company and for me
personally."  Ms. Kohn is being investigated in the U.S. for
potential criminal charges of conspiracy, fraud, and wire fraud,
in connection with the alleged kickbacks, according to the report.

WSJ relates that Grant Thornton U.K. LLP, the accounting firm
liquidating Mr. Madoff's Madoff Securities International Ltd.,
discovered a bank receipt that triggered the probe.  According to
the report, the bank receipt referenced a check that Madoff
International paid to Erko Inc. and which was deposited in a
Vienna bank account.  The Serious Fraud Office had determined that
Ms. Kohn controlled Erko and the bank account, the report says.
The report states that the fraud office also said that it failed
to locate a registration for Erko.

According to WSJ, Mr. Madoff's London subsidiary allegedly paid
$11.5 million over five years to Erko, and a British prosecutor
claimed that Mr. Madoff attempted to hide payments to Ms. Kohn by
"falsely" declaring them in his company accounts as payment for
research reports.

U.S. and U.K. prosecutors filed affidavits to request documents,
bank records, and witness statements from their Austrian
counterparts, WSJ reports.

           About Bernard L. Madoff Investment Securities

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

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

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

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

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


BUILDING MATERIALS: Receives Final Approval of $80MM DIP Facility
-----------------------------------------------------------------
Building Materials Holding Corporation has received final approval
from the U.S. Bankruptcy Court in Delaware to access its new
$80 million debtor-in-possession financing facility from Wells
Fargo Bank and certain of its other existing lenders.  BMHC
expects the new financing to provide ample liquidity to meet its
ongoing obligations to employees, customers, suppliers and
subcontractors as it implements a pre-negotiated restructuring of
its balance sheet.

"This Court approval marks another significant milestone in
executing our balance sheet restructuring," said Robert E. Mellor,
Chairman and Chief Executive Officer.  "We are very pleased with
the strong support we have seen from our suppliers and customers
during this process, which has enabled us to continue business as
usual as we make BMHC financially stronger for the future.
Service levels throughout our operations are meeting or exceeding
the same high standards that our customers expect from us, and we
look forward to continuing to deliver on these expectations.

"I would like to thank all of our employees for their tremendous
efforts during this period.  We remain focused on moving through
the legal process as efficiently as possible and continue on track
to meet our goal of completing the restructuring in the third
quarter," Mr. Mellor added.

The Court had previously authorized, at a hearing on June 17,
2009, access to $40 million of the DIP facility on an interim
basis, with the full $80 million accessible upon final Court
approval.  At that hearing, the Court also approved "First Day"
motions allowing BMHC to, among other things, continue to meet its
obligations to customers, including the fulfillment of contracts
and the honoring of all warranties on normal terms in the ordinary
course of business; pay suppliers for post-petition goods and
services in the normal course of business; and continue to pay
employee wages, salaries and benefits in the usual manner.

On June 16, 2009, BMHC and all of its subsidiaries voluntarily
initiated reorganization cases in Delaware under Chapter 11 of the
U.S. Bankruptcy Code, and filed a plan of reorganization supported
by members of its secured lender group to restructure BMHC's
balance sheet and provide greater financial flexibility to support
its long-term business plan.  Under the proposed restructuring
plan, which is subject to Court approval, BMHC will significantly
reduce its outstanding funded debt, establish a new revolving
credit facility, and substantially lower annual interest expense.

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.


BISON BUILDING: Obtains $25MM Financing from Wachovia Bank
----------------------------------------------------------
Bison Building Holdings Inc. secured $25 million in debtor-in-
possession financing to be provided by existing revolving credit
lender Wachovia Bank, N.A.

Bison Building filed for Chapter 11 before the U.S. Bankruptcy
Court for the Southern District of Texas in Houston.  Company
President Pat W. Bierschwale said that the expansion from its
Texas home base into surrounding states was an "ill advised"
"disaster" that resulted in "significant losses," Bloomberg's Bill
Rochelle reported.

According to Bloomberg, debt includes $14.6 million owing to
Wachovia on the revolving credit and $14 million on mortgages.

Bison Building Holdings, Inc. and its affiliates filed for Chapter
11 on June 28, 2009 (Bankr. S.D. Tex. Case No. 09-34452).
David Ronald Jones, Esq., at Porter & Hedges, L.L.P., represents
the Debtors.  At the time of the filing, the Company said it had
assets and debts of $50 million to $100 million.


BLUFFS LLC: U.S. Trustee Sets Meeting of Creditor for July 24
-------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of creditors
in The Bluffs, LLC's Chapter 11 case on July 24, 2009, at 10:00
a.m.  The meeting will be held at Room B-56 US Courthouse, 401
North Market, in Wichita, Kansas.

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

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

Overland Park, Kansas-based The Bluffs, LLC, owns an apartment
complex.  The Company filed for Chapter 11 on June 25, 2009
(Bankr. D. Kans. Case No. 09-11978).  Bruce J. Woner, Esq., at
Woner Glenn Reeder Girard & Riordan P.A., represents the Debtor in
its restructuring efforts.  The Debtor listed total assets of
$60,000,000 and total debts of $54,784,928.


BLUFFS LLC: Wants to Access First National's Cash Collateral
------------------------------------------------------------
The Bluffs LLC asks the U.S. Bankruptcy Court for the District of
Maryland for authority to use cash collateral of First National
Bank of Kansas for payment of monthly interest payments due to the
bank and its loan participants including Bank of America,
Corefirst Bank & Trust and M&I Marshall & Ilsley Bank at the non-
default contractual rate.

The Debtor said it borrowed, under certain construction loan
agreements, $23,400,000 from First National Bank for construction
of a 360 unit apartment complex in 2006, and additional
$20,000,000 for building of a second 286 unit apartment complex on
a portion of the same property.

According to papers filed with the Court, various alleged breaches
of various notes, contracts and security agreements have taken
place sufficient to lead First National Bank to declare an alleged
default, accelerate the indebtedness and commence a foreclosure
action, Geary County Case No. 09 CV 160.  The foreclosure action
seeks foreclosure of the above-described real property and
monetary judgment in the approximate sum of $41,807,219.

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


BLUFFS LLC: Court Approves Redmond & Nazar as Counsel
-----------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized The Bluffs LLC to employ Redmond &
Nazar LLP as its counsel.

The firm will, among other things:

  a) advise the Debtor of its rights, powers and duties as a
     debtor-in-possession including those with respect to the
     continued operation and management of its business and
     property;

  b) advise the Debtor concerning and assist in the negotiation
     and documentation of financing agreements, cash collateral
     orders and related transactions;

  c) investigate into the nature and validity of liens asserted
     against the property of the Debtor, and advise the Debtor
     concerning the enforceability of the liens;

  d) investigate and advise the Debtor concerning and take action
     as may be necessary to collect income and assets in
     accordance with applicable law and recovery property for the
     benefit of the Debtor's estate; and

  e) prepare on behalf of the Debtor applications, motions,
     pleadings, order, notices, schedules and other documents as
     may be necessary and appropriate, and review the financial
     and other reports to be filed.

The firm will charge the Debtor based on the hourly rates of its
professionals:

     Professionals              Hourly Rates
     -------------              ------------
     Edward J. Nazar, Esq.      $250
     Martin R. Ufford, Esq.     $200
     W. Thomas Gilman, Esq.     $200
     Nicholas R. Grillot, Esq.  $175
     Aaron K. Johnstun          $165

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor's estate and creditors.

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


BRODER BROS: S&P Withdraws 'SD' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'SD'
corporate credit rating and 'D' issue rating on Broder Bros.
Inc.'s $225 million senior notes due Oct. 15, 2010, because the
company no longer files public financial statements.  Because
additional information has not been provided, S&P no longer have
sufficient information to maintain the ratings.

S&P also withdrew the '6' recovery rating on the notes.


BROOKE CORP: Kansas Court Converts Bankruptcy Cases to Chapter 7
----------------------------------------------------------------
Judge Dale Somers of the U.S. Bankruptcy Court for the District of
Kansas has converted the Chapter 11 bankruptcy cases of Brooke
Corporation, Brooke Capital Corporation, and Brooke Investments,
Inc., to cases under Chapter 7 of the Bankruptcy Code, effective
as of June 19, 2009.

As reported by the Troubled Company Reporter on May 11, 2009,
Albert A. Riederer, the Chapter 11 Trustee, sought conversion of
the Debtors' cases to Chapter 7.  The Chapter 11 Trustee said
there is no prospect of reorganization and all of the Debtors'
employees have been terminated.  The Trustee explained that it has
been able to effectuate a settlement that helps transition former
agents to other carriers.  The settlement was approved by the
Court on March 13, 2009.

According to the Chapter 11 Trustee, conversion of the Debtors'
cases would preserve the base of critical working knowledge, which
the Trustee and its counsel have about these proceedings.
Moreover, it allows the liquidation to continue in an orderly and
uninterrupted fashion, the Trustee said.

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

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


CALIFORNIA: Paying Creditors with IOUs Rather than Cash
-------------------------------------------------------
With Governor Arnold Schwarzenegger and the California Legislature
unable or unwilling to agree to fix a $26 billion budget deficit,
the State of California will start issuing "registered warrants" -
- a fancy name for an unsecured IOUs -- to pay its bills as they
come due, and potential multi-notch downgrades are expected by
rating agencies if that happens.

"The issuing of these IOUs is in effect a default on a debt,"
Martin D. Weiss of Weiss Research tells The New York Times'
DealBook blog, adding that "bondholders should ask, 'If the state
would stiff their commercial creditors, what's to prevent them
from stiffing us in the future.'"

For July 2009, the Golden State anticipates issuing $591 million
of registered warrants payable on October 1, 2009, plus
$363 million of additional funny money to support nonprofit
centers that count on state funding.  The registered warrants will
accrue interest at 3.75% per year.  The interest is free of State
income tax to the holder if the warrant is redeemed within one
year.

State officials say that paying the interest and principal on
state bonds is a top priority and they have gone out of their way
to dispel any notion of a default.

Bank of America, Wells Fargo, Pan American Bank, and other
financial institutions have told their customers that they will
accept the registered warrants as cash through July 10.  The
banks, in turn, will step into the shoes of the California
creditors receiving the registered warrants.

California's Constitution mandates that education and debt service
have priority status, and the Golden State's Controller will work
to ensure there are sufficient funds to continue to make those
payments with regular warrants.  The State Constitution, federal
law and court order also require that State payroll, CalPERS,
CalSTRS, In-Home Supportive Services and Medi-Cal providers
continue to be paid with regular warrants.  Regular warrants are
immediately redeemable by the State Treasurer after issue, and are
generally treated like ordinary paper checks.

Once there is sufficient cash in the State Treasury and the
Controller determines he may stop issuing IOUs, he will begin
issuing regular warrants (checks).  However, current law prohibits
registered warrants that bear a maturity date from being redeemed
earlier than that maturity date.  Recipients of any IOUs that were
issued with a maturity date of October 1, 2009, will not be able
to redeem them before that date, and will continue to earn
interest until October 1.


CALPINE CORP: Seeks Public Input on Power Plant Construction
------------------------------------------------------------
The Bay Area Air Quality Management District notified interested
stakeholders that it is seeking public input on a draft permit to
construct what will be the nation's first power plant with a
federal limit on emissions of carbon dioxide (CO2) and other
greenhouse gases.

Calpine Corporation has been working in cooperation with the
BAAQMD to respond to comments submitted by a number of
environmental and local public interest groups, including the
Sierra Club and EarthJustice, regarding the company's proposed
600-megawatt Russell City Energy Center to be built in Hayward,
Calif.  As a result, Calpine has agreed to changes in the
project's permit conditions, including reductions in a number of
emission limits, which will make it one of the cleanest natural
gas-fired power plants in the nation.

"By taking this historic and early action to limit greenhouse gas
emissions, Calpine demonstrates that our long-term commitment to
environmental stewardship is fundamental to our corporate
philosophy," said Jack A. Fusco, president and chief executive
officer of Calpine.  "The combined-cycle technology allows us to
commit to lower emissions while increasing efficiency - meaning we
use less natural gas and emit fewer greenhouse gases while
delivering more power to our customers and ultimately the American
consumer."

Powered by cleaner burning natural gas, Russell City Energy Center
will use advanced combined-cycle technology, which captures and
uses the exhaust from gas turbines to generate additional energy
in a steam turbine, resulting in an approximate 40 percent
increase in fuel efficiency.

"As a physicist with NASA and the Lawrence Livermore Lab, I
studied climate change starting in the 1970s.  I support the
project because it will preserve Hayward's air quality, while
replacing power generated from plants that produce nearly twice
the greenhouse gases and more than twice the amount of other
pollutants," said Councilman Bill Quirk of the Hayward City
Council.  "Equally as important, the project also is an economic
stimulus for Hayward, spurring economic growth, creating jobs for
local residents and generating millions of dollars in new
revenue, a real benefit in these tough times," he added.

Russell City Energy Center will produce significant economic
benefits for the City of Hayward and the Bay Area, creating 650
union construction jobs, injecting millions into the local economy
and generating approximately $30 million in one-time tax revenue
and $4 million annually in property tax revenue to help fund local
government services.  Construction is expected to begin in 2010
and be completed in 2012.

The facility will use 100 percent reclaimed water from the City of
Hayward's Water Pollution Control Facility for cooling and will
convert it into steam for electricity production.  This
environmentally responsible process conserves water and prevents
four million gallons of wastewater per day from being discharged
into San Francisco Bay.

Russell City Energy Center also will donate $10 million to help
build a new library for Hayward and is working with stakeholders
to make improvements and support programs that enhance the
enjoyment of the San Francisco Bay shoreline.

"This project responds to the national call for new clean energy
sources that will move our nation toward green energy and protects
the electrical grid in the Bay Area," said Barry Luboviski,
secretary-treasurer, Building and Construction Trades Council of
Alameda County, AFL-CIO.  "We are looking forward to getting the
project underway and putting people back to work."

The California Energy Commission granted a license for the plant
in September 2007 and the California Public Utilities Commission
approved a 10-year power purchase agreement in April 2009 under
which PG&E will purchase the electricity generated by the plant.

"This is an important project for the City of Hayward.  We are
proud to support a project that is not only environmentally
responsible but also makes a significant investment in Hayward,"
said Jim Wieder, President & CEO of the Hayward Chamber of
Commerce.

The new permit conditions for the facility are set forth in a
draft additional Statement of Basis made available today by the
BAAQMD at http://www.baaqmd.gov/. In this document, the BAAQMD
finds that by assuring the plant uses the most energy-efficient
technology to generate power from fossil fuels, the proposed
plant will limit its emissions of heat-trapping greenhouse gases.
BAAQMD is soliciting input from interested stakeholders at this
time and intends to issue an official notice of the proposed
permit decision, upon scheduling a formal public comment period
and hearing.

Russell City Energy Center has agreed to a limit on the plant's
overall efficiency or "heat rate," which is the amount of fuel it
takes to generate a kilowatt-hour of electricity.  At baseload
conditions, the plant is designed to operate at an efficiency rate
that results in approximately 800 lbs of CO2 per megawatt-hour of
power delivered to the grid.  This is less than half the 1,700 lbs
of CO2 per megawatt-hour emitted by even the most advanced coal-
fired generating technologies.  It also is substantially lower
than the California Public Utilities Commission's 1,100
lbs/megawatt-hour standard, which applies to investor-owned
utilities entering into new long-term power purchase contracts.

Compliance with this limit will be demonstrated by conducting an
annual performance test, using the industry-standard method
developed by the American Society of Mechanical Engineers for
measuring overall plant efficiency.  This annual test is intended
to ensure that the plant continues to be operated and maintained
to achieve expected efficiency levels over time.

The Russell City Energy Center project is jointly owned by Calpine
Corporation, which holds a 65 percent stake and serves as managing
partner, and an affiliate of GE Energy Financial Services, which
holds a 35 percent non-managing member interest.

For more information about Russell City Energy Center visit
http://www.russellcityenergycenter.com/

                         About Calpine

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

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

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

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

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


CAMBIUM LEARNING: Voyager Merger Deal Won't Affect Moody's Ratings
------------------------------------------------------------------
Moody's has taken no immediate action with respect to the ratings
of Cambium Learning, Inc., following the recent announcement that
the company has signed a definitive merger agreement to combine
its business with Voyager Learning Company in a transaction which
management expects will close in October 2009.  The surviving
company will be indirectly owned and controlled by Cambium's
current owners (funds associated with Veronis, Suhler, Stevenson).

Moody's expects to refresh Cambium's current ratings upon
completion of a more detailed assessment of the terms and
conditions governing the proposed merger (which will be more fully
disclosed within a proposed S-4 filing that Voyager Learning
expects to file shortly), as well as the likely impact of the
merger on Cambium's financial condition.

According to the proposed terms of the merger agreement, current
Voyager Learning shareholders will exchange stock of Voyager
Learning Company for a combination of cash (up to a maximum of
$67.5 million) and stock of the newly merged company, Cambium-
Voyager Holdings, Inc.  Cambium's shareholders will contribute
stock of Cambium Learning, Inc., plus up to $25 million in new
cash equity to the surviving entity.

Moody's considers that the merger will bring compelling benefits
to Cambium in the form of increased scale, a larger array of
complementary product offerings, wider market coverage and synergy
opportunities.  However, Moody's note that both Cambium and
Voyager Learning continue to suffer from weak market conditions as
reduced tax receipts continue to force many local authorities to
cut back on educational spending.

Cambium's current Caa2 CFR and PDR reflect the company's high
default risk amid weak top-line performance, free cash flow losses
and a correspondingly eroding liquidity profile, particularly as
financial maintenance covenants tighten over the near term and
spending on the company's intervention educational materials
continues to suffer from cut-backs in state educational budgets.
The rating outlook is negative.

The most recent rating action occurred on December 18, 2008, when
Moody's downgraded Cambium's CFR and PDR to Caa2 from Caa1.

Cambium'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 Cambium's core industry and Cambium's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Natick, Massachusetts, Cambium Learning, Inc., is
a leading provider of intervention solutions designed specifically
for the pre-K-12 at-risk and special education markets.  Annual
revenue approximates $98 million.


CDX GAS: Coal Companies Protest Disclosure Statement
----------------------------------------------------
International Coal Group Inc. and subsidiary CoalQuest Development
LLC objected to CDX Gas LLC's latest disclosure statement claiming
that the Debtor has not made it clear how certain contracts will
be treated before the U.S. Bankruptcy Court for the Southern
District of Texas, according to Law360.

The Troubled Company Reporter said on July 1, 2009, CDX Gas, LLC,
and its affiliates have filed a disclosure statement with respect
to their proposed joint plan of reorganization dated June 11,
2009.

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

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

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

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

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

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

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

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

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


CENTRAL GARDEN: Moody's Affirms Corporate Family Rating at 'B2'
---------------------------------------------------------------
Moody's Investors Service stabilized Central Garden & Pet
Company's rating outlook due to the company's strong operating
performance during the recession and its improved liquidity
profile.  At the same time, Moody's affirmed Central's B2
corporate family and probability of default ratings as well as its
Caa1 senior subordinated notes rating and its B1 secured credit
facility rating.  Moody's also assigned an SGL 2 speculative grade
liquidity rating.

"The stable outlook reflects the company's improved operating
performance over the last year due to its cost efficiency and
working capital reduction efforts efforts coupled with lower raw
material costs and better weather conditions." said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.  The stable
outlook also reflects Moody's expectations that the company will
continue to maintain sufficient cushion under its financial
covenants and that its operating performance and financial
leverage will continue to improve in the near term.  For example,
Moody's expects that adjusted leverage, measured as adjusted
debt/EBITDA will decrease by a full turn to approximately 3x by
September 2009 from a year ago and operating margins, measured as
adjusted EBITA/revenue, is expected to increase by more than 100
basis points to over 8% during the same period.  A demonstrated
ability to achieve these measures combined with an improving
economic environment could lead us to take a more positive view of
the credit in the foreseeable future.

The SGL 2 liquidity rating is based on the company's good cash
balances, good free cash flow generating abilities over the next
twelve months and ample cushion under its financial covenants.
Liquidity is constrained by the volatility in the company's
business due to weather and commodity costs and the company's
heavy reliance on its revolver, which matures in February 2011.

This rating was assigned:

  -- Speculative grade liquidity rating at SGL 2;

These ratings were affirmed:

  -- Corporate family rating at B2;

  -- Probability of default rating at B2;

  -- $150 million senior subordinated notes due 2013 at Caa1
     (LGD5, -- 88%) -- no change in LGD assessment or point
     estimate;

  -- $350 million senior secured revolving credit facility due
     2011 at B1 (LGD3, 39%) -- no change in LGD assessment or
     point estimate;

  -- $300 million senior secured term loan due 2012 at B1 (LGD3,
     39%) -- no change in LGD assessment or point estimate

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments.  Sales were $1.7 billion for
the twelve months ended March 28, 2009.

The last rating action for Central Garden & Pet Company was on
November 29, 2007, where the rating was lowered one notch and the
outlook was revised to negative.


CHRYSLER LLC: Committee Retains Mesirow As Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized the Official Committee of Unsecured Creditors in
Chrysler LLC's cases to retain Mesirow Financial Consulting, LLC,
as its financial advisor, nunc pro tunc to May 8, 2009.

The Debtors will pay Mesirow in accordance with the procedures set
forth in Sections 330 and 331 of the Bankruptcy Code and other
applicable laws.

The Debtors will be bound to indemnify, defend and hold harmless
Mesirow, its officers, directors, shareholders, principals,
members, managers, employees, affiliates, subcontractors,
representatives and agents from any claims, damages, liabilities,
obligations and expenses, including the reasonable, actual and
documented costs and expenses of counsel, incurred by or asserted
against the Mesirow Indemnified Parties in connection with or in
any way related to Mesirow's engagement as financial advisors to
the Committee.

All requests of the Mesirow Indemnified Parties for payment of
indemnity will be made by means of an application and will be
subject to review by the Court to ensure that payment conforms to
the terms of the Order and is reasonable based upon the
circumstances of the litigation or settlement in respect of which
indemnity is sought, provided, however, that in no event will the
Mesirow Indemnified Parties be indemnified in the case of their
own gross negligence, willful misconduct, bad faith or breach of
fiduciary duty.

In no event will the Mesirow Indemnified Parties be indemnified if
the Committee asserts a claim for, and a court determines by final
order, that the claim arose out of Mesirow's own gross negligence,
willful misconduct, bad faith or breach of fiduciary.

As financial advisors to the Committee, Mesirow is expected to:

  (a) review and analyze the Debtors' sale procedures and
      proposed Fiat Alliance, including assets and liabilities
      retained by the Debtors and transferred to New Chrysler;

  (b) review and analyze potential recoveries to unsecured
      creditors and related liquidation analyses;

  (c) review and analyze cash flow budgets, including wind down
      costs and other transitional costs;

  (d) assist in the review of reports or filings as required by
      the Bankruptcy Court or the Office of the United States
      Trustee, including schedules of assets and liabilities,
      statements of financial affairs and monthly operating
      reports;

  (e) review of the Debtors' financial information, including
      analyses of cash receipts and disbursements, DIP budget,
      wind down budget, financial statement items and proposed
      transactions for which Bankruptcy Court approval is
      sought;

  (f) evaluate employee issues, including potential employee
      retention and severance plans, review and analyze
      pension funding and related liabilities, and other union
      related issues;

  (g) analyze assumption and rejection issues regarding
      executory contracts and leases, including dealers,
      suppliers, and other counterparties;

  (h) validate the Debtors' proposed restructuring and sale plan
      and the business and financial condition of the Debtors
      generally;

  (i) advice and assist the Committee in negotiations and
      meetings with the Debtors, the banks and other lenders,
      the United States Treasury, Cerberus Capital Management LC
      and its affiliates, Daimler-Benz AG and its affiliates,
      any other stakeholders and the financial and legal
      advisors for these parties;

  (j) advice and assist on the tax consequences of proposed
      transactions, including the Fiat Alliance and other asset
      sales;

  (k) assist with the claims resolutions and procedures,
      including analyses of creditors' claims by type and
      entity;

  (l) review and analyze potential fraudulent transfers,
      including specific transaction and forensic analyses;

  (m) provide litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters;

  (n) review and analyze exit and other new financing,
      including collateral analysis and cash flow validation;
      and

  (o) other functions as requested by the Committee or its
      counsel to assist the Committee in the Chapter 11 cases.

The Firm will be paid based on its current normal and customary
hourly rates for financial advisory services:

  Level                                      Rates
  -----                                      -----
  Senior Managing Director,
   Managing Director and Director          $700 - $750
  Senior Vice-President                    $610 - $670
  Vice President                           $510 - $570
  Senior Associate                         $410 - $470
  Associate                                $220 - $350
  Paraprofessional                         $100 - $195

These are the professionals who will be working in connection with
Mesirow's representation of the Committee, together with their
hourly billing rate:

  Professional                                Hourly Rate
  ------------                                -----------
  Larry H. Lattig, Senior Managing Director       $750
  Ben Pickeirng, Senior Managing Director         $750
  Edna Lee, Managing Director                     $700
  Krysten Thomas, Senior Vice President           $640
  Kate McGlynn, Vice President                    $570
  Scott Baker, Associate                          $350
  Gregory Pierce, Associate                       $220
  David Neziroski, Paraprofessional               $160

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: NewCo to Close St. Louis Plant on July 10
-------------------------------------------------------
Chrysler Group LLC, the new company formed by Fiat S.p.A., will
end production of the Dodge Ram at its St. Louis North Assembly
plant on July 10, 2009, the automaker said in a statement.

The plant is currently closed but it will open for two weeks
starting June 29.  Its production was halted after the old
company, Chrysler LLC, filed for bankruptcy protection on
April 30.

About 1,200 hourly workers are employed at the St. Louis South
plant.  They would be offered jobs at other Chrysler Group's
factories.  Meanwhile, those who do not transfer to another plant
are eligible for a retirement or severance package, the statement
said.

"Chrysler is committed to working with the UAW to address the
manpower implications in a socially-responsible manner," the
automaker said in the statement.

Although the Dodge Ram pickup truck is Chrysler LLC's most popular
vehicle, the automaker had a 115-supply of the trucks at the end
of May 2009.  Sales of the Dodge Ram fell 29% in the first five
months of 2009 compared with the same period a year earlier,
MiamiHerald.com said, citing a report from Ward's AutoInfoBank.

Chrysler Group earlier confirmed that besides the St. Louis plant,
factories in Sterling Heights and Warren, Michigan; St. Louis;
Toledo, Ohio; Brampton and Windsor, Ontario; and Toluca, Mexico,
will return to production on June 29, 2009.

A plant in Detroit that produces the Dodge Viper brand returned to
production on June 15.

Toledo Supplier Park makes the Jeep Wrangler, while Brampton,
Ontario makes the Chrysler 300, Dodge Charger and Challenger.
Chrysler and Dodge minivans are built in Windsor, and Toluca makes
the Dodge Journey crossover and Chrysler PT Cruiser.  Moreover,
the Chrysler Sebring and Dodge Avenger are made in Sterling
Heights while the Dodge Ram and Dodge Dakota are made in Warren.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Old Carco Sues TRW Automotive for Contract Breach
---------------------------------------------------------------
Old Carco LLC, f/k/a Chrysler LLC, and Chrysler Group LLC filed an
action against its air bag and steering equipment maker, TRW
Automotive, for (i) breach of prepetition supplier contracts
assumed by the Debtors and assigned to New Chrysler, and (ii)
violation of the Court's order approving bidding procedures for
the Debtors' assets which prohibit non-debtor counterparties to
assigned contracts from refusing to perform under purchase orders
and other agreements confirmed by New Chrysler.

The Debtors previously assigned various agreements between TRW and
the Debtors to New Chrysler for the delivery of automotive parts.
However, according to Albert Togut, Esq., at Togut Segal & Segal
LLP, in New York, TRW refused to provide adequate assurance of
future performance despite repeated requests made by the Debtors'
counsel.

"TRW's failure to provide [adequate assurance] would prevent New
Chrysler from resuming production as planned on June 29, 2009, and
irreparably harm New Chrysler," Mr. Togut tells the Court.

In its complaint, New Chrysler asks the Court for:

  (a) a declaratory judgment that:

         * all executory contracts between the Debtors and TRW
           are, as of June 18, 2009, confirmed agreements
           pursuant to the Court's Bidding Procedures Order
           despite the fact that the Debtors and New Chrysler
           have not yet paid cure costs because New Chrysler has
           agreed to pay the cure costs established by the Court
           pursuant to the Bidding Procedures Order; and

         * TRW is required to perform for the benefit of New
           Chrysler under the Executory Contracts that are
           Confirmed Agreements.

  (b) a preliminary and permanent injunction directing TRW to
      take all steps necessary to comply with the delivery
      schedule under the Confirmed TRW Agreements;

  (c) an order granting New Chrysler specific performance of the
      Confirmed TRW Agreements and an injunction mandating that
      TRW comply with its terms;

  (d) civil contempt sanctions for TRW's intentional violation
      of the Court's orders;

  (e) legal fees and other costs; and

  (f) all other relief as the Court may deem just, equitable or
      appropriate under the circumstances.

TRW has shipped some parts while holding back others, according to
the complaint.  Chrysler asked for sanctions of $1 million a day
against TRW if it does not make the shipments, Bloomberg says.

Because of the specialized nature of many of the automotive parts
covered by the Confirmed TRW Agreements, New Chrysler cannot
acquire an adequate alternative source of supply for most of the
parts in question, Mr. Togut explains.  He adds that finding an
alternative source of supply would be a burdensome and time-
consuming process, and no legal remedy can adequately compensate
New Chrysler for the delay in production that would be caused by
TRW's failure to ship the automotive parts.

Any injunction compelling TRW to perform under the Confirmed TRW
Agreements will not harm TRW, which will be paid for the parts
delivered at the agreed upon amounts, Mr. Togut further asserts.

          Chrysler & TRW Temporarily Resolve Dispute

Chrysler Group LLC said TRW has temporarily agreed to continue
shipping parts, allowing the automaker to return to production at
its U.S.-based plants, The Wall Street Journal said.

"With the encouragement of the bankruptcy court, TRW has assured
Chrysler that it will continue to ship the parts we need to resume
production on schedule," the Journal quoted Chrysler spokesman
Mike Palese as saying.

"Chrysler Group LLC is looking forward to returning our employees
and those of our suppliers back to work and to continue to work
for our mutual benefit," Mr. Palese added.

TRW spokesman John Wilkerson said the company is continuing to
ship parts to Chrysler and has no plans to stop.

The U.S. Bankruptcy Court for the Southern District of New York
postponed a hearing on the complaint until Tuesday after TRW
promised to continue shipping, notes reports.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Seeks to Employ Freshfields for Foreign Assets Sales
------------------------------------------------------------------
Chrysler LLC and its affiliates seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ
Freshfields Bruckhaus Deringer LLP as special counsel in their
Chapter 11 cases, to represent them in connection with:

  (a) the sale and transfer of foreign national sales companies,
      the NCs, and additional foreign subsidiaries of Old Carco
      in 31 jurisdictions to New Chrysler in connection with the
      Fiat Transaction;

  (b) certain post-closing activities regarding Old Carco's
      prior acquisition of the NSCs from Daimler AG; and

  (c) certain post-closing activities regarding the subsequent
      internal transfer of the NSCs within Old Carco.

As especial counsel to the Debtors, Freshfields is expected to
provide these legal services:

  (a) Advising and assisting the Debtors with regard to post-
      closing activities in connection with the Daimler
      Transfer;

  (b) Advising and assisting the Debtors with regard to post-
      closing activities in connection with the Internal
      Transfer;

  (c) Advising and assisting the Debtors with regard to the
      transfer, in the Fiat Transaction, of the Foreign Entities
      to New Chrysler;

  (d) Organizing and coordinating the transfers in conjunction
      with local counsel in 31 jurisdictions;

  (e) Advising on non-U.S. employment law aspects with respect
      to a possible closure of plants or entities or employee
      layoffs in connection with the Transfers; and

  (f) Providing other services as the Debtors may request.

Ronald E. Kolka, chief executive officer of Old Carco LLC, relates
that Freshfields was under time pressure to continue rendering
services to the Debtors, including preparing the transfer of the
Foreign Entities to New Chrysler that required immediate attention
after the Petition Date.  Initially, Freshfields intended to
render the services as an ordinary course professional under the
prior order of the Court authorizing the retention of
professionals in the ordinary course of business.

Mr. Kolka notes that because of their well-defined roles,
Freshfields, Jones Day, Togut, Segal & Segal, LLP, Schulte Roth &
Zabel LLP, Cahill Gordon & Reindel LLP, Dykema Gossett PLLC and
the OCPs will not duplicate the services they provide to the
Debtors and will function cohesively to ensure that legal services
provided to the Debtors are not duplicative.

In exchange for its services, the Debtors propose to pay
Freshfields based on its hourly rates:

  Professional                        Hourly Rate
  ------------                        -----------
  Partners                   EUR450 ($623) - EUR675 ($934)
  Associates                 EUR200 ($277) - EUR450 ($623)
  Paralegals, Trainees       EUR100 ($138) - EUR200 ($277)
  and Law Clerks.

All of Freshfields' invoiced time and expenses will be converted
from Euros into U.S. dollars at the EUR/USD exchange rate
identified at the European Central Bank Site as of the last
business day of the calendar month for which the services were
provided or expenses were incurred.

The Debtors will also pay Freshfields for all reasonable out-of-
pocket expenses incurred in connection the Debtors' Cases.

In the one-year period from April 30, 2008, to the Petition Date,
Freshfields received EUR1,540,272, approximately $2,131,737, in
compensation from the Debtors for prepetition advice and
assistance.  The Debtors owe EUR181,335, approximately $250,968,
to Freshfields on account of prepetition services rendered and
expenses incurred on behalf of the Debtors prior to the Petition
Date.

Freshfields has agreed that, for so long as it serves as special
counsel to the Debtors, it will not serve on any creditors'
committee, or otherwise act in the Chapter 11 cases on account of
the Debtors' prepetition obligations to it, other than by filing a
proof of claim or otherwise prosecuting or defending its
entitlement to payment for postpetition legal services provided to
the Debtors.  Mr. Kolka assures that Freshfields' status as a
prepetition creditor of the Debtors is not an impediment to its
retention under Section 327(e) of the Bankruptcy Code.

No promises have been made by Freshfields with respect to the
sharing of any compensation it may receive in connection with the
proposed employment, except interoffice payments to the Tokyo and
Hong Kong offices by Freshfields.

Dr. Ludwig Leyendecker, Esq., a partner of Freshfields, disclose
that in addition to its engagement by the Debtors, Freshfields has
advised and is currently advising Cerberus Capital Management L.P.
with regard to competition law in relation to the Fiat
Transaction.

Freshfields also performed services for a foreign nondebtor
affiliate of the Debtors, which has been transferred in the Fiat
Transaction.  Dr. Leyendecker says that this matter was concluded
prior to the Petition Date.  In particular, Freshfields advised
Chrysler International GmbH, formerly known as Chrysler Europe
GmbH, on a potential sale of one of its subsidiaries.

Moreover, Freshfields has been asked by New Chrysler to advise and
assist it with regard to post-closing activities to be conducted
after the transfer of the Foreign Entities from Chrysler to New
Chrysler.  Dr. Leyendecker says that the post-closing activities
would include coordinating and filing foreign investment
applications, transfer taxes and execution of board resolutions.
In addition, Freshfields has been asked by New Chrysler to advise
and assist it with regard to effecting pledges of equity interests
over certain of New Chrysler's subsidiaries in favor of the United
States Department of Treasury.  Dr. Leyendecker relates that if
Freshfields decides to take on these assignments, Freshfields
would inform the U.S. Trustee, the Official Committee of Unsecured
Creditors and the Court before the hearing on the Application.

Accordingly, Dr. Leyendecker assures that his Firm has no
connection with the Debtors, their creditors or other parties-in-
interest in the Debtors' Cases, or their attorneys or other
professionals, or any employee of the U.S. Trustee.  Dr.
Leyendecker further assures that none of Freshfields' members,
counsel or associates represent or hold any interest adverse to
the Debtors' estates with respect to the matters upon which
Freshfields is proposed to be employed.

Dr. Leyendecker delivered to the Court a list of entities that
Freshfields currently represents, or represented during the two
years preceding the Chapter 11 cases on matters unrelated to the
matters for which Freshfields is proposed to be employed by the
Debtors.  A list of which is available for free at

  http://bankrupt.com/misc/Chrysler_FreshfieldsSched2.pdf

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Seeks to Employ Pachulski Stang as Counsel
--------------------------------------------------------
The official committee of unsecured creditors in Chrysler LLC's
case seeks the U.S. Bankruptcy Court for the Southern District of
New York's authority to retain Pachulski Stang Ziehl & Jones LLP,
as its conflicts counsel, nunc pro tunc to June 8, 2009.

In addition to the retention of Kramer Levin Naftalis & Frankel
LLP as its bankruptcy counsel, the Committee determined it would
be appropriate to employ additional counsel to represent the
Committee in matters which it may encounter that cannot be
appropriately handled by Kramer Levin due to potential conflict
issues.  At a meeting of the Committee held on June 8, 2009, the
Committee voted to retain Pachulski Stang as its conflicts
counsel.

The Committee expects that Pachulski's services may include
assisting, advising and representing the Committee with respect to
certain matters not handled by Kramer Levin due to conflicts of
interest or as the Committee chooses Pachulski to handle:

  (a) The administration of the Cases and the exercise of
      oversight with respect to the Debtors' affairs including
      all issues arising from the Debtors, the Committee or
      the Chapter 11 Cases;

  (b) The preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and
      other legal papers;

  (c) Appearances in Court and at statutory meetings of
      creditors to represent the interests of the Committee;

  (d) The negotiation, formulation, drafting and confirmation of
      a plan or plans of reorganization and matters related to
      it;

  (e) Investigation, if any, as the Committee may desire
      concerning, among other things, the assets, liabilities,
      financial condition and operating issues concerning the
      Debtors that may be relevant to the Chapter 11 cases;

  (f) Communication with the Committee's constituents and others
      as the Committee may consider desirable in furtherance of
      its responsibilities; and

  (g) The performance of all of the Committee's duties and
      powers under the Bankruptcy Code and the Bankruptcy Rules
      and the performance of other services as are in the
      interests of those represented by the Committee.

For its services, Pachulski will be paid based on its hourly
rates:

  Professional           Hourly Rates
  ------------           ------------
  Partners               $425 to $850
  Counsel                $395 to $650
  Associates             $295 to $395

The principal attorneys and paralegals presently designated to
represent the Committee and their current standard hourly rates
are:

  Attorneys and
  Paralegals                  Hourly Rates
  -------------               ------------
  Robert L. Feinstein             $795
  Dean A. Ziehl                   $795
  Debra Grassgreen                $695
  Beth E. Levine                  $495
  Maria A. Bove                   $475
  David A. Abadir                 $350
  Thomas L. Brown                 $195

The Debtors will pay Pachulski its regular hourly rates for
attorneys and paraprofessionals and reimburse expenses incurred on
the Committee's behalf.

Robert J. Feinstein, Esq., a member of Pachulski, discloses that
the Firm has received no retainer from the Debtors or the
Committee nor any payment, nor any promise of payment, during the
one-year period prior to the Petition Date.  Mr. Fientein adds
that no compensation has been paid or promised to be paid from a
source other than the Debtors' estates in the Chapter 11 Cases.

Accordingly, Mr. Feinstein assures the Court that his Firm does
not hold or represent any interest adverse to and has no
connection with the Debtors, their creditors, the U.S. Trustee or
any party-in-interest in the matters upon which Pachulski is to be
retained, and is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, subject to these material
disclosures:

  (a) Cerberus Parners L.P. is listed as an equity holder of
      the Debtors.  Pachulski currently represents or has
      represented certain affiliates of the interested party in
      matters wholly unrelated to the Debtors' Chapter 11 cases.
      Specifically, Pachulski represents or has represented
      these companies, in which Cerberus or one of its
      affiliates owned a majority equity interest, in connection
      with their Chapter 11 cases: Aegis Corporation, G&G
      Retail, Inc., Global Home Products, Inc., Global
      Motorsport Group, Inc., Western Nonwovens, Inc. and
      Wise Manufacturing.  Additionally, Pachulski presently
      serves as counsel to Ableco Finance LLP, an affiliate of
      Cerberus, in a matter pending in Delaware Bankruptcy Court
      that is wholly unrelated to the Debtors' Cases.  In light
      of these disclosures, Pachulski will not represent the
      Committee in any matter adverse to Cerberus, but the
      Committee's lead counsel's is able to handle that matter.

  (b) In a single matter unrelated to the Debtors, Pachulski
      served as local counsel to Daimler Trucks North America
      LLC, an indirect subsidiary of Daimler AG, in connection
      with the Chapter 11 case of American LaFrance, LLC.
      Effective upon its selection as proposed conflicts counsel
      to the Committee, Pachulski's representation of DTNA as
      local counsel concluded.  Pachulski billed and collected a
      total of $13,817 in fees and disbursements through the end
      of March of 2009, the last time Pachulski rendered any
      services, and has unbilled disbursements of $119.

  (c) Pachulski represented Dana Holding Company's
      predecessor-in-interest, Dana Corporation, and its
      affiliates as conflicts counsel in their Chapter 11 cases,
      and post-confirmation represents Dana Holding Company in
      connection with one pending claim dispute that is wholly
      unrelated to the Debtors' Chapter 11 cases.

  (d) Pachulski has represented the Debtors suppliers Federal
      Mogul Corporation, Visteon Corporation and JL French
      Corporation as Delaware co-counsel in their chapter 11
      cases.

  (e) Pachulski has been engaged by an entity listed as a
      major supplier of the Debtors with respect to a possible
      restructuring unrelated to the Debtors.  Given the nature
      of the engagement, it would be prejudicial to the client
      to reveal its identity, which must remain confidential.
      Upon review of the disclosures by the Committee's lead
      counsel, the supplier is not a client of Kramer Levin so
      the Committee's lead counsel can handle any matter adverse
      to the supplier.

  (f) Pachulski represents the Debtors' suppliers Magna
      International and Magna Powertrain, Inc., in a matter
      unrelated to the Debtors.  Pachulski currently serves as
      Delaware co-counsel to Magna's creditors committee.

  (g) Oracle Corporation, Oracle USA, Inc., and PeopleSoft, Inc.,
      are listed as parties to material license agreements with
      the Debtors.  Pachulski presently represents these
      entities in matters wholly unrelated to the Debtors'
      Cases.

Pachulski believes that these representations will not affect its
representation of the Committee in the Chapter 11 cases.

The Court will convene a hearing to consider the Application on
July 16, 2009, at 10:00 a.m. (Eastern Time).  Objections are due
on July 6, at 4:00 p.m. (Eastern Time).

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Stipulation Rejecting Pact With Behr America
----------------------------------------------------------
DaimlerChrysler AG, a predecessor-in-interest to Old CarCo LLC,
formerly known as Chrysler LLC, and Behr America, Inc., entered
into a Long Term Agreement dated as of December 19, 2006, pursuant
to which Behr supplied Daimler primarily with certain automotive
heat-transfer and air conditioning products.

As widely reported, Chrysler completed the sale of substantially
all of its assets to New CarCo Acquisition, LLC, on June 10, 2009.
Chrysler and the Purchaser have reviewed and determined that the
LTA is not necessary to the operation of the Purchaser's business
after the Sale Transaction.

Subsequently, Chrysler and Behr entered into a contemporaneous
agreement for the assumption and assignment to the Purchaser of
certain other agreements between Chrysler and Behr.  The parties
have also agreed to resolve all issues regarding the rejection of
the LTA on the terms set forth in a Court-approved stipulation.

Under the Stipulation, the parties agree that:

  -- Effective June 19, 2009, the LTA will be deemed rejected
     and terminated as of the Petition Date with the same force
     and effect as if the Petition Date was initially set forth
     in the LTA as its expiration date;

  -- Behr waives any right to assert an administrative expense
     claim for or on account of any amounts or other charges
     arising on or after the Petition Date against the Debtors
     and their bankruptcy estates; and

  -- Behr waives any right to file a proof of claim arising from
     the rejection of the LTA.

                        About Chrysler LLC

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

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

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

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


COMERICA INC: Fitch Cuts Individual Ratings to 'B/C' From 'B'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings of
Comerica Incorporated and lead bank Comerica Bank to 'A' from
'A+'.  At the same time, Fitch has downgraded the Individual
ratings to 'B/C' from 'B,' and lowered the rating on preferred
securities to 'BBB+' from 'A.'  The Rating Outlook is Negative.  A
complete list of ratings follows at the end of this release.

Underlying the downgrade, Fitch expects it may be difficult for
CMA to be profitable in 2009 given higher credit costs and a
depressed net interest margin.  In addition, a deteriorating
economic environment could have a detrimental impact on the
company's commercial book, which will likely impact the
performance metrics of the company.  To reflect the weakened
profitability profile, Fitch has downgraded the ratings of CMA and
its subsidiary.  CMA's solid capital position, manageable credit
deterioration to date, sizeable noninterest bearing deposit base,
and liquid investment portfolio provide support for the ratings at
their new level.

Similar to others in the industry, CMA has faced credit quality
challenges, but CMA's performance has been relatively good to
date, reflecting the predominately commercial composition of the
loan book.  Non-performing asset growth in the first quarter of
2009 (1Q'09) was the fourth quarter in a row of lower problem
asset growth, and CMA has reported a comparatively low and stable
level of net charge-offs to date.  CMA's ratings incorporate the
expectation that problem assets and NCOs will increase during the
current credit cycle; however, that the level will remain
manageable.

The Negative Outlook considers that a deteriorating economic
environment will have an adverse impact on the company's
commercial book in the future.  If asset quality deterioration
materially worsens, this would likely result in a downgrade of
CMA's ratings, particularly if accompanied by a reduction in the
company's capital position or loan loss reserves.

Fitch has also widened the notching on CMA's outstanding hybrid
equity, which includes $2.3 billion of preferred stock issued
under the Capital Purchase Program and $500 million in capital
securities.  As discussed in Fitch's press release, 'Expectations
for Higher Loan Losses Driving U.S. Bank Ratings Review', dated
May 7, 2009, an analysis of the notching between IDRs and hybrid
equity instruments has been underway, and Fitch has taken similar
action on other issuers.

CMA, which moved its headquarters from Detroit, Michigan to
Dallas, Texas in 3Q'07, is one of the top 25 largest banking
companies in the U.S. with $67 billion in assets.  CMA has
operations in Michigan, California, Texas, Florida, as well as
Canada and Mexico.  CMA focuses on commercial banking, servicing a
broad customer base from small and middle market businesses to
large corporates.  Additionally, the company provides personal and
institutional wealth management services.

These ratings are downgraded and assigned a Negating Outlook:

Comerica Incorporated

  -- Long-term IDR to 'A' from 'A+';
  -- Senior debt to 'A' from 'A+';
  -- Subordinated debt to 'A-' from 'A';
  -- Individual to 'B/C' from 'B';
  -- Preferred stock to 'BBB+' from 'A'.

Comerica Bank

  -- Long-term IDR to 'A' from 'A+';
  -- Long-term deposits to 'A+' from 'AA-';
  -- Senior debt to 'A' from 'A+';
  -- Subordinated debt to 'A-' from 'A';
  -- Individual to 'B/C' from 'B'.

Imperial Bank

  -- Long-term deposits to 'A+' from 'AA-'.

Comerica Capital Trust II

  -- Capital securities to 'BBB+' from 'A'.

Fitch has affirmed these ratings:

Comerica Incorporated

  -- Short-term IDR at 'F1';
  -- Short-term debt at 'F1';
  -- Support at '5';
  -- Support floor 'NF'.

Comerica Bank

  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Support at '4';
  -- Support floor 'B'.


CRABTREE & EVELYN: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Crabtree & Evelyn, Ltd.
        102 Peake Brook Road
        Woodstock, CT 06281

Bankruptcy Case No.: 09-14267

Type of Business: The Debtor sells skincare products.

                  See http://www.crabtree-evelyn.com/

Chapter 11 Petition Date: July 1, 2009

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Lawrence C. Gottlieb, Esq.
                  lgottlieb@cooley.com
                  Cooley Godward Kronish LLP
                  1114 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 479-6140
                  Fax: (212) 479-6195

Financial Advisor: Clear Thinking Group LLC
                   401 Towne Centre Drive
                   Hillborough, NJ 08844-4698
                   Tel: (908) 431-2121
                   Fax: (908) 359-5940
                   http://www.clearthinkinggrp.com/

Real Estate Consultant: KPMG Corporate Finance LLC
                        757 Third Avenue
                        New York, New York 10017
                        Tel: (212) 872-2920
                        Fax: (212) 872-3003
                        http://www.kpmgcorporatefinance.com/

Claims Agent: Epiq Bankruptcy Solutions LLC
              P.O. Box 5075
              New York, NY 10150-5075
              http://bsillc.com/

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Standard Soap                  trade             $807,068
ASHBY DE-LA-ZOUCH
LEIGESTERSHIRE,
ENGLAND LE6 5HG
P-011 44 153 041 0000
F-011 44 153 041 0008

Michael Stromberg              former employee   $395,000
6784 WOODLAND RESERVE
COURT
CINCINNATI, OH 45243
P-513-271-4418
F-513-271-4418

Vera Bradley Designs           trade             $288,884
DEPARTMENT 6002
CAROL STREAM, IL
60122-6002
P-800-823-8372
F-800-975-8372

Alpha Logic                    trade             $205,839

Seaweed Survival               royalties         $166,000

Norampac Thompson Inc.         trade             $146,247

Seppic, Inc.                   trade             $102,587

Orlandi Inc.                   trade             $100,126

Pacific Packaging Products     trade             $94,337
Inc.

Symrise Inc.                   trade             $88,952

Oilchem, Inc.                  trade             $84,098

Carole Hochman Designs, Inc.   trade             $81,345

Bradford Soap Works, Inc.      trade             $77,454

Mane U.S.A., Inc.              trade             $68,527

Gs Incorporated                trade             $62,974

Empire/Emco                    trade             $59,536

Cosmetic Specialties, Inc.     trade             $56,281

Autumn Harp                    trade             $52,753

Kolmar Laboratories, Inc.      trade             $49,169

Rcpi Landmark Properties LLC   landlord          $47,130

Carrubba Inc.                  trade             $46,637

Artube by Iridium Industries   trade             $45,157
Inc.

Dion Label Printing Inc.       trade             $43,823

Zorbit Resource                trade             $36,414

Roma International             trade             $36,089

Am Packaging Corp.             trade             $35,866

Milbar Labs                    trade             $35,269

Yrc, Inc.                      freight           $33,020

Experian Marketing Solutions   expense           $30,760
Inc.

Protameen Chemicals Inc.       trade             $29,738

Ccl Tubes-Wilkes Barre         trade             $29,695

520 Madison Owners LLC         landlord          $29,464

People 2.0 Global, Inc.        expense           $29,363

Icrossing Inc.                 expense           $29,041

Deseado International Limited  trade             $28,722

Givaudan Company               trade             $28,218

A/R Retail LLC                 landlord          $25,802

Belmay, Inc.                   trade             $25,433

Lubrizol Advanced Materials    trade             $25,354

Manya Devoe                    potential action  undetermined

The petition was signed by Stephen W. Bestwick, acting president.


CR-RSC TOWER: U.S. Trustee Sets Meeting of Creditors for July 27
----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in CR-RSC Tower I, LLC, and its debtor-affiliates' Chapter 11
cases on July 27, 2009, at 9:00 a.m.  The meeting will be held at
6305 Ivy Lane, Sixth Floor, in Greenbelt, Maryland.

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

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

Bethesda, Maryland-based CR-RSC Tower I, LLC, and its affiliates
filed for Chapter 11 on June 18, 2009 (Bankr. D. Md. Case No. 09-
21054).  Stephen W. Nichols, Esq., at Cooter, Mangold, Tompert &
Karas, LLP, represents the Debtors in their restructuring efforts.
The Debtors have assets and debt both ranging from $10 million to
$50 million.


CR-RSC TOWER: Seeks to Employ Cooter Mangold as Attorneys
---------------------------------------------------------
CR-RSC Tower I LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Cooter, Mangold, Deckelbaum & Karas, LLP, as its attorneys.

The firm will:

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

   b) represent the Debtors in defense of any proceedings
      instituted to reclaim property or to obtain relief from the
      automatic stay under section 362 (a) of the Bankruptcy Code;

   c) continue to represent the Debtors in the litigation against
      the Penrose Entities;

   d) prepare any necessary applications, answers, orders,
      motions, orders, reports and other legal papers, and
      appearing on the Debtors' behalf in proceedings instituted
      by or against the Debtors;

   e) assist the Debtors in the preparation of schedules,
      statements of financial affairs, and any amendments thereto
      which the Debtors may be required to file in these cases;

   f) assist the Debtors in the preparation and confirmation of a
      plan and disclosure statement; and

   g) perform other services as are typically performed by
      bankruptcy and litigation counsel.

Papers filed with the Court did not disclose the firm's
compensation rates.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtors' estates and creditors.

Based in Bethesda, Maryland, CR-RSC Tower I LLC and three of its
affiliates filed for Chapter 11 protection on June 18, 2009
(Bankr. D. Md. Lead Case No. 09-21054).  The Debtors listed assets
and debts between $10 million and $50 million.


CRUSADER ENERGY: Wants Plan Filing Deadline Moved to Oct. 30
------------------------------------------------------------
Crusader Energy Group Inc. asks the U.S. Bankruptcy Court for the
Northern District of Texas in Dallas to extend its exclusive
period to file a Chapter 11 plan to October 30.  Crusader said it
is still analyzing various sale and plan alternatives.  The Court
will convene a hearing to consider an extension on July 21.

As of the bankruptcy filing, Crusader Energy Group is indebted to
Union Bank of California, N.A., as administrative agent for the
lenders, in the principal amount of $30,000,000 plus unpaid
interest, fees, and other charges, secured by first priority liens
on the property of Crusader and its subsidiaries.  Crusader is
also indebted to JPMorgan Chase Bank, N.A., as administrative
agent for certain lenders, in the principal amount of
$249,750,000, plus unpaid interest, fees, and other charges,
secured by second priority liens on the property of Crusader.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.  Beth Lloyd, Esq., Richard H. London, Esq., and
William Louis Wallander, Esq., at Vinson & Elkins, L.L.P.,
represent the Debtors as counsel.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors as counsel.


CUMULUS MEDIA: Third Amendment Won't Affect Moody's 'Caa1' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Cumulus Media Inc.'s Caa1
Corporate Family rating, Caa2 Probability of Default rating and
negative outlook are unaffected by the company's announcement
that, as expected, it has concluded a third amendment to its
senior secured loan agreement.

Following is a summary of Cumulus' ratings:

* Corporate Family rating -- Caa1

* Probability of Default rating -- Caa2

* Senior secured revolving credit facility due 2012-- Caa1 (LGD 3,
  34%)

* Senior secured term loan due 2014 -- Caa1 (LGD 3, 34%)

The rating outlook is negative.

The last rating action occurred on April 22, 2009 when Moody's
downgraded Cumulus' CFR to Caa1 from B3.

Headquartered in Atlanta, Georgia, Cumulus Media Inc. is one of
the nation's largest radio broadcasting companies, operating 347
radio stations in 68 markets.  Annual revenues approximate
$294 million.


DAVID WEBB: Taps Alter Goodman as Bankruptcy Counsel
----------------------------------------------------
David Webb Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Alter Goldman &
Brescia LLP as its bankruptcy counsel.

The firm will:

   a) give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession in the continued management
      and operation of its business and property.

   b) negotiate with creditors of the Debtor and other parties-in-
      interest in formulating a plan or plans of reorganization,
      and to take legal steps necessary to confirm the plan/s or,
      including, if need be, negotiations for financing the
      plan/s.

   c) prepare on behalf of the Debtor, as debtor-in-possession,
      necessary applications, motions, complaints, answers,
      orders, reports and other pleadings and documents;

   d) appear, and represent the interests of the Debtor, before
      the Court and the United States Trustee; and

   e) provide other services for the Debtor as it may request and
      as may be necessary or appropriate.

The firm will charge the Debtor at these rates:

      Designation                 Hourly Rate
      -----------                 -----------
      Partners                    $350-$450
      Associates                  $275-$325
      Paraprofessionals           $105

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

New York-based David Webb Inc. is a 61-year-old Madison Avenue-
based jeweler owned by the Silberstein Family Partnership.  The
Company filed for Chapter 11 protection on June 23, 2009 (Bankr.
S.D.N.Y. Case No. 09-13997).  The Debtor posted assets between
$10 million and $50 million, and debts between $1 million and
$10 million.


DEAF SMITH: S&P Junks Rating on $600,000 2002 Bonds From 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'CCC' from 'B-' on Deaf Smith County Hospital District, Texas'
$600,000 series 2002 general obligation (GO) bonds.

The deeply speculative-grade rating reflects a May 2007 criteria
change in Standard & Poor's approach to tax-secured hospital
district debt.  In cases where the credit of the hospital district
is considered speculative, the rating will increasingly rely on
the hospital's financial and operating profile.  While Deaf
Smith's fiscal 2008 excess income was essentially unchanged
compared with fiscal 2007 results, it remains financially
challenged and constrained, despite the presence of tax revenues.

More specifically, the downgrade is based on the districts'
precipitously weak unrestricted liquidity, which has continued to
deteriorate, with unrestricted cash equaling less than 2 days'
cash on hand and about 1% outstanding long-term debt as of fiscal
2008 (audited financial results through Sept. 30, 2008).  The
district also has a limited economic and population base (net
patient revenue of $19 million and annual inpatient admissions of
about 1,200), and reports weaker interim financial results thus
far in fiscal 2009 (unaudited six-month results through March 31,
2009).  Standard & Poor's expects that the district will seek
additional funding to move forward with a long-planned hospital
replacement project.

"The stable outlook reflects S&P's expectation that liquidity will
remain at the currently highly unsatisfactory level for the near
term, barring any unforeseen operational challenges," said
Standard & Poor's credit analyst Kevin Holloran.  "Should the
district issue additional debt, the balance sheet will come under
additional pressure," said Mr. Holloran.

A lower rating is precluded due to the unlimited ad valorem tax
pledge approved by voters to pay debt service.  A higher rating is
unlikely unless the district's unrestricted cash levels improve
considerably.

A limited ad valorem property tax, subject to a voter-approved
limit of 50 cents per $100 of assessed value, secures the series
2002 bonds.

At the end of fiscal 2008, the district had a total of
$10.0 million of debt outstanding, including $780,000 of GO bonds
(series 2002), about $1.0 million of bank notes and capital-lease
obligations, and $8.3 million of series 2008 revenue bonds.


DENNIS ALFIERI: Court Set July 17 Bar Date for Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established July 17, 2009, as the deadline for filing of
proofs of claim in Dennis Alfieri's bankruptcy case.

The Court also set a hearing for September 24, 2009, at 1:30 p.m.
to consider a motion for order approving disclosure statement.

Dennis Alfieri aka Dennis Victor Alfieri filed for Chapter 11 on
March 17, 2009 (Bankr. C.D. Calif. Case No. 09-16032).  Allan D.
Sarver, Esq., at the Law Offices of Allan D. Sarver, represents
the Debtor as counsel.  When Mr. Sarver filed for protection from
his creditors, he listed assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.


DENNIS ALFIERI: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Dennis Alfieri has filed with the U.S. Bankruptcy Court for the
Central District of California his schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property                $8,570,000
  B. Personal Property              $627,900
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,391,242
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $4,804
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $469,982
                                  ----------       ----------
            TOTAL                 $9,197,900       $7,866,029

A full-text copy of the Schedules is available at:

        http://bankrupt.com/misc/dennisalfieri.SAL.pdf

Dennis Alfieri aka Dennis Victor Alfieri filed for Chapter 11 on
March 17, 2009 (Bankr. C.D. Calif. Case No. 09-16032).  Allan D.
Sarver, Esq., at the Law Offices of Allan D. Sarver, represents
the Debtor as counsel.  When Mr. Sarver filed for protection from
his creditors, he listed assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.


DETROIT PROPERTIES: Section 341(a) Meeting Scheduled for August 19
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Detroit Properties, LLC, and MKA Real Estate Opportunity
Fund I's Chapter 11 cases on Aug. 19, 2009, at 1:00 p.m.  The
meeting will be held at 411 W Fourth St., Room 1-159, Santa Ana,
California.

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

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

Newport Beach, California-based Detroit Properties, LLC is a real
estate developer.

The Company and MKA Real Estate Opportunity Fund I filed for
Chapter 11 on June 24, 2009 (Bankr. C.D. Calif. Case No. 09-
16272).  Nancy S. Goldenberg, Esq., represents the Debtors in
their restructuring efforts.  The Debtors listed $10 million to
$50 million in assets and $50 million to $100 million in debts.


DIRECTORY ASSISTANCE: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the ratings on
New York City-based directory assistance (DA) and information
provider kgb, including its 'B+' corporate credit rating.  At the
same time, S&P revised the outlook to stable from positive

"We expect worldwide recessionary pressures on both prices and
volumes to challenge the company's operating performance in the
remainder of 2009," said Standard & Poor's credit analyst
Catherine Cosentino.  While the company is attempting to address
this with investments in new products and services, the revised
outlook recognizes that these recession-related pressures reduce
prospects for improvement in its credit profile sufficient to
support an upgrade over the next year.


DIRECTV HOLDINGS: Moody's Upgrades Corp. Family Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded DIRECTV Holdings, LLC's
Corporate Family Rating to Ba1 from Ba2, Probability of Default
Rating to Ba1 from Ba2, senior secured bank credit facility to
Baa2 from Baa3 and senior unsecured notes to Ba2 from Ba3.
These actions conclude the review for possible upgrade initiated
on May 19, 2009.  The rating outlook is stable.

Moody's has taken these rating actions:

Upgrades:

Issuer: DIRECTV Holdings, LLC

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2

  -- Senior Secured Bank Credit Facility, Upgraded to Baa2 (LGD2-
     18%) from Baa3 (LGD2-18%)

  -- Senior Unsecured Notes, Upgraded to Ba2 (LGD5-71%) from Ba3
      (LGD5-73%)

Outlook Actions:

Issuer: DIRECTV Holdings, LLC

  -- Outlook, Changed to Stable from Rating Under Review

The upgrade reflects the company's continuing strong performance,
driven by industry leading customer service, product development
and execution.  It also reflects sustained stronger than expected
credit metrics and Moody's expectation of lower sustained debt-to-
EBITDA leverage versus the previously expected range of 3.0x-to-
3.5x (incorporating Moody's standard adjustments).  The upgrade is
further supported by DIRECTV's ability to continue to meaningfully
grow its subscriber base (over 3 million since 2005) and cash flow
despite strong competition and disadvantage in terms of product
offerings compared to terrestrial based operators who offer a one-
stop-shop for triple-play services (video, high speed data and
voice).

DIRECTV's Ba1 CFR reflects Moody's continuing expectation that
competition from stand alone triple-play providers will gradually
pressure subscriber churn, margins and cash flow generation.
These concerns are somewhat mitigated by the company's strong
financial profile, conservative balance sheet management and the
consistent and sizeable cash flows DIRECTV generates from its
position as one of the leading video providers in the U.S.
However, the Ba1 CFR is also constrained below the investment-
grade threshold by Moody's residual concern over influence by Dr.
John Malone, the Chairman of The DIRECTV Group, Inc. (DIRECTV's
parent), who is expected to have 24% voting control following its
merger with Liberty Entertainment, and his history of using debt
more aggressively and overall speculative credit posture.  In
addition, the company's debt structure, with a material secured
debt component, is not reflective of an investment-grade capital
structure.

The stable rating outlook is supported by DIRECTV's strong
operating performance and Moody's expectation that the company
will continue to operate within its current credit metrics over
the next 12 to 24 months.

Moody's last rating action was on May 19, 2009, when DIRECTV's
ratings were placed on review for possible upgrade.

DIRECTV'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 DIRECTV's core industry and DIRECTV's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

DIRECTV Holdings LLC is a wholly-owned, U.S. operating company of
The DIRECTV Group, Inc., and is the largest direct-to-home digital
television service provider in the United States with 18.1 million
subscribers as of 3/31/2009.  Annual revenues of DTVG and DIRECTV
approximate $19.7 billion and $17.3 billion, respectively.  DTVG's
additional revenues are generated by its Latin American
operations.


DONALD SCHLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Donald B. Schley
                  dba "Winfield Homes"
               Carol A. Schley
                  dba "Winfield Homes"
               8920 Olde Meadow Way
               Spotsylvania, VA 22551-4568

Bankruptcy Case No.: 09-34182

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Debtors' Counsel: David K. Spiro, Esq.
                  Hirschler Fleischer
                  Post Office Box 500
                  Richmond, VA 23218-0500
                  Tel: (804) 771-9500
                  Fax: (804) 644-0957
                  Email: dspiro@hf-law.com

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

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

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/vaeb09-34182.pdf

The petition was signed by the Joint Debtors.


DOUBLE JJ: Progressive Resorts Buys Firm
----------------------------------------
Business Review West Michigan reports that Progressive Resorts LLC
has acquired Double JJ Ranch Resort.

As reported by the Troubled Company Reporter on April 8, 2009,
Progressive Resorts wanted to acquire Double JJ for $9.75 million.
The sale doesn't include the adjacent golf course.

John Cavanagh at Herald-Journal Writer relates that the U.S.
Bankruptcy Court for the Western District Michigan approved the
$9.75 million sale to Progressive Resorts in April, but its
closing had been held up as involved parties worked out final
agreements.  According to Herald-Journal Writer, the initial sale
didn't include the Thoroughbred Golf Course, which was sold in a
foreclosure sale to Vermantha LLC for $1.3 million in April, but
was acquired by Progressive on Tuesday for an undisclosed amount.

Bankruptcy trustee Thomas Bruinsma signed off on an amended
purchase agreement on June 26, Herald-Journal Writer says, citing
David Distel of O'Keefe and Associates, managing director of
turnaround and financial consulting firm O'Keefe and Associates in
Grand Rapids, who managed the sale as restructuring financial
officer for Double JJ.  According to the report, the amendments
pose no significant changes to the agreement approved by the
bankruptcy court in April, but modify the dates outlined in the
agreement.

Herald-Journal Writer states that although Progressive Resorts
will own Double JJ, American Resort Management LLC and Heritage
Hospitality, LLC, will operate the ranch.

According to Business Review, Progressive Resorts indicated plans
to restore the ranch to a functioning guest ranch in the next few
weeks and to rehire hundreds of ranch employees.

Business Review quoted Mr. Distel as saying, "Convincing the
Rothbury Music Festival to stay with the resort during the
hardship of Chapter 11 was a major accomplishment for the Double
JJ.  If the resort had been sold in pieces or if it had become
insolvent while attempting to reorganize, I don't believe there
would have been a future for the Festival or so many ranch
employees.  Keeping Double JJ cash flow positive and preserving
the integrity of the property was no small challenge -- including
care for the ranch's more than 150 horses, sled dogs and cattle.
We had to be creative and had fight to keep the property from
being split up."

Double JJ Resort Ranch operates a resort in Rothbury, Michigan.
The Debtor filed for Chapter 11 bankruptcy on July 18, 2008
(Bankr. W.D. Mich. Case No. 08-06296).  Steven L. Rayman, Esq., at
Rayman & Stone, and Michael S. McElwee, Esq., at Varnum,
Riddering, Schmidt & Howlett, LLP, represent the Debtor as
counsel.  An affiliate OutdoorResources Inc. filed on the same day
(Case No. 08-06299).


DOUGLAS POINTE: Section 341(a) Meeting Scheduled for July 24
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Douglas Pointe LLC's Chapter 11 case on July 24, 2009, at 2:00
p.m.  The meeting will be held at the U.S. Trustee Office, 501 I
Street, Suite 7-500, in Sacramento, California.

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

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

Roseville, California-based Douglas Pointe, LLC filed for
Chapter 11 on June 23, 2009 (Bankr. E.D. Calif. Case No. 09-
32854).  Matthew R. Eason, Esq., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


EDDIE BAUER: Seeks to Pay Bonuses to Key Employees
--------------------------------------------------
Eddie Bauer Holdings Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to approve a key executive incentive plan and
a key manager incentive plan.

According to BankruptcyData.com, the KEIP covers eight of the
Debtors' executive officers and is designed to incentivize those
officers to optimize the value received by the Debtors' estate
from the contemplated sale.  Using the KEIP, the participant
would, upon the closing of a sale, receive a share allocated pro
rata by the participants' current annual salary, of 5% of the
gross sale proceeds received from a sale of the Debtors' assets in
excess of $202.5 million up to $252.5 million maximum.  The cost
of the KEIP would range from $0 to $2.5 million.

The KMIP covers 39 of the Debtors' key operational vice presidents
and managers, the report relates.  Payments under the KMIP are
designed to incentivize certain managers who hold critical
operation leadership positions to preserve the going concern value
of the business to help maximize value in the sale, the report
notes.

Under the KMIP, participants would, upon closing of a sale of all
or substantially all of the Debtors' assets receive a share,
allocated pro rata by the participants' current salary, of 2.5% of
the gross sale proceeds in excess of $202.5 million up to
$252.5 million maximum.  The cost of the KMIP would range from $0
to $1,250,000, BankruptcyData.com says.

                     About Eddie Bauer Holdings

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: To Auction off Business on July 16
-----------------------------------------------
Eddie Bauer Inc. will conduct an auction for its assets or
business on July 16.  The U.S. Bankruptcy Court for the District
of Delaware will consider approval of the results of the auction
on July 22.

As reported by the Troubled Company Reporter on July 1, 2009,
Eddie Bauer has obtained approval of a sale process under which,
an affiliate of CCMP Capital Advisors, LLC, will serve as stalking
horse bidder.  Absent higher and better bids at the auction, Eddie
Bauer will be sold to the CCMP affiliate for $202 million cash.

At the June 29 joint hearing, the Ontario Superior Court of
Justice approved a parallel sale of the Canadian side of the
business, Bloomberg's Bill Rochelle said.

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.


ELIZABETH STATE: Closed; Galena State Bank Assumes All Deposits
---------------------------------------------------------------
The Elizabeth State Bank, Elizabeth, Illinois, was closed July 2
by the Illinois Department of Financial and Professional
Regulation, Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Galena State Bank and Trust, Galena, Illinois, to
assume all of the deposits of The Elizabeth State Bank.

The two offices of The Elizabeth State Bank will reopen on Monday
as branches of Galena State Bank and Trust.  Depositors of The
Elizabeth State Bank will automatically become depositors of
Galena State Bank and Trust.  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
Galena State Bank and Trust can fully integrate the deposit
records of The Elizabeth State Bank.

Over the weekend, depositors of The Elizabeth State 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 April 30, 3009, The Elizabeth State Bank had total assets of
$55.5 million and total deposits of approximately $50.4 million.
Galena State Bank and Trust paid a premium of 1.0 percent to
acquire all of the deposits of the failed bank. In addition to
assuming all of the deposits of the failed bank, Galena State Bank
and Trust agreed to purchase approximately $52.3 million of
assets. The FDIC will retain the remaining assets for later
disposition.

The FDIC and Galena State Bank and Trust entered into a loss-share
transaction on approximately $44.5 million of The Elizabeth State
Bank's assets.  Galena State Bank and Trust 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 July 2's transaction can call
the FDIC toll-free at 1-800-591-2820. The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $11.2 million.  Galena State Bank and Trust's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives. The Elizabeth State
Bank is the 49th FDIC-insured institution to fail in the nation
this year, and the tenth in Illinois. The last FDIC-insured
institution to be closed in the state was Rock River Bank, Oregon,
earlier July 2.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution.  The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


ENERGY PARTNERS: Can Implement Retention Program for Non-Insiders
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted Energy Partners, Ltd., et al., authorization to implement
an employee retention program for non-insiders (the NERP),
provided that maximum aggregate payments to be made under the NERP
and a senior management plan will not exceed the amount of
$1,385,000.

The amendments to the prepetition incentive and retention plan
agreements were established by the Debtors as part of the
negotiations with the an ad hoc committee of noteholders
(comprised of institutions holding over 66 and 2/3% in principal
amount of prepetition senior unsecured notes) for the purpose of
restructuring the Debtors' balance sheet.

Under the NERP, each eligible employee will receive cash payments
in 2 equal installments, 1/2 payable on the date the eligible
employee voluntarily enters into the NERP and 1/2 payable to each
eligible employee on the first to occur of: (a) the effective date
of a confirmed plan, provided that the eligible employee is still
employed by the Debtors on said date; and (b) the date the
eligible employee is terminated by the Debtors without cause.

The amount of each individual proposed NERP payment to an eligible
employee will be determined by the Debtors based upon, inter alia,
his or her position and other factors.

As a condition to the eligible employee's participation in the
NERP, he or she must waive and release any potential claims
against the Debtors and the Debtors' estates under the prepetition
arrangements.  Alternatively, in lieu of obtaining a release from
an eligible employee with regard to potential claims in respect of
the 2008 bonus amounts, the Debtors may at their discretion deem a
portion of the payment that would have otherwise been made as a
NERP payment to instead be the eligible employee's 2008 bonus.  In
that case, any remaining portion of a payment to that eligible
employee will be deemed to be a NERP payment for retention
purposes.

Under the Senior Management Employee Plan, each participating
senior management employee will receive a general unsecured claim
against the Debtors' estates.  The determination of each proposed
Senior Management Claim will be made by the Debtors based upon,
inter alia, his or her position and other factors.

With respect to the separate written agreements with John Peper
and Steve Longon, EPL's general counsel and chief operating
officer respectively, each of the Prepetition Severance Agreements
will be deemed rejected as of the Plan Effective Date and Messrs.
Peper and Longon will each receive a general unsecured claim for
rejection damages against the Debtors' estates capped in an amount
equal to one full year of the individual's respective annual base
salary.

                       About Energy Partners

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

EPL and its affiliates filed for Chapter 11 on May 1 (Bankr. S.D.
Tex. Lead Case No. 09-32957).  Lawyers at Vinson & Elkins LLP
serve as counsel to the Debtors.  Parkman Whaling LLC serves as
the Debtors' financial advisor.  As of December 31, 2008, EPL had
total assets of $770,445,000 and total debts of $708,370,000.  On
June 1, 2009, the United States Trustee for Region 7 appointed
five creditors to the official committee of unsecured creditors in
the Debtors' bankruptcy cases.


EXTENDED STAY: Line Trust Seeks to Depose Lichtenstein, Et Al.
--------------------------------------------------------------
Line Trust Corporation Ltd. and Deuce Properties Ltd. seek
permission from the Bankruptcy Court to investigate David
Lichtenstein and three other parties in a bid to find out what
caused the bankruptcy filing of Extended Stay Inc. and its debtor
affiliates.

Line Trust and Deuce Properties want Mr. Lichtenstein, Joseph
Teichman, Will Cleaver and Kent Rockwell investigated regarding
the business operations of, as well as the transactions made by,
the Debtors particularly with their lenders, which include
Wachovia Bank N.A., Bank of America N.A, and Bear Stearns
Commercial Mortgage Inc.

Mr. Lichtenstein is the chairman of Lightstone Group LLC, the
company that acquired Extended Stay from Blackstone Group LP in
April 2007 through the $7.4 billion loan that it availed from
Wachovia Bank, Bank of America and Bear Stearns.  He currently
serves as the managing principal of the Extended Stay Entities.

Mr. Teichman serves as the secretary, while Messrs. Cleaver and
Rockwell were designated as independent directors of certain
Extended Stay Entities.

As part of the investigation, Line Trust and Deuce Properties
also ask the Court to compel Mr. Lichtenstein and the three
officers to produce documents that were executed in connection
with their transactions with the lenders, among other things.

Mr. Lichtenstein and the lenders are currently facing a lawsuit
initiated by Line Trust and Deuce Properties in the Supreme Court
in New York, alleging that the lenders induced Mr. Lichtenstein
to put the Extended Stay Entities in bankruptcy to push out
junior loan holders, and promised to indemnify him against
$100 million in liabilities and provide another $5 million to
fight claims that might be asserted by junior lenders.

           Debtors Want Proposed Investigation Junked

The Debtors ask the Court to deny the investigation proposed by
Line Trust and Deuce Properties, calling it "inappropriate and
completely unjustified."

"The [applications] are so facially improper and devoid of any
justification that they seem to have been intended primarily for
their harassment value," says Marcia Goldstein, Esq., at Weil
Gotshal & Manges LLP, in New York.

Ms. Goldstein points out that the proposed investigation would
also "consume thousands of hours of time and effort," which
should rather be spent on doing tasks of preserving and
protecting the Debtors' assets.

"Line Trust cannot explain how its need to obtain information
takes precedence over the need for an orderly administration of
the estates," Ms. Goldstein contends.  Line Trust's request, she
says, improperly asks the Court to allow two creditors "to
sidestep an otherwise orderly and systematic claims-resolution
process" and "circumvent the authority" of the Official Committee
of Unsecured Creditors.

In a statement filed in Court, the Creditors Committee likewise
asks the Court to deny the proposed investigation, asserting that
it is the panel that is the proper party to pursue the type of
investigation proposed by Line Trust and Deuce Properties.  "The
applicants seek discovery on the very issues that are within the
scope of actions specifically provided to the Committee by the
Bankruptcy Code," says Mark Power, Esq., at Hahn & Hessen LLP, in
New York, on behalf of the Committee.  He avers that the
Creditors Committee has already started to investigate many of
the issues raised by Line Trust and Deuce Properties.

"The Committee should be afforded the opportunity to complete its
investigation without the Debtors being burdened with duplicative
discovery requests from individual creditors who, unlike the
Committee, are working to benefit themselves and not the entire
class of general unsecured creditors," Mr. Power says.


                        About Extended Stay

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

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

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

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


FIRST NAT'L DANVILLE: First Financial Bank Assumes All Deposits
---------------------------------------------------------------
The First National Bank of Danville, Danville, Illinois, was
closed July 2 by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First Financial Bank, N.A.,
Terre Haute, Indiana, to assume all of the deposits of The First
National Bank of Danville.

The seven offices of The First National Bank of Danville will
reopen on Monday as branches of First Financial Bank, N.A.
Depositors of The First National Bank of Danville will
automatically become depositors of First Financial Bank, N.A.
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 First Financial Bank, N.A. can
fully integrate the deposit records of The First National Bank of
Danville.

Over the weekend, depositors of The First National Bank of
Danville 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 April 30, 2009, The First National Bank of Danville had
total assets of $166 million and total deposits of approximately
$147 million.  First Financial Bank, N.A. paid a premium of 5.36
percent to acquire all of the deposits of the failed bank. In
addition to assuming all of the deposits of the failed bank, First
Financial Bank, N.A. agreed to purchase approximately $148 million
of assets. The FDIC will retain the remaining assets for later
disposition.

The FDIC and First Financial Bank, N.A. entered into a loss-share
transaction on approximately $97 million of The First National
Bank of Danville's assets. First Financial 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 July 2's transaction can call
the FDIC toll-free at 1-800-591-2817. The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $24 million. First Financial Bank's, N.A.
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  The First National
Bank of Danville is the 50th FDIC-insured institution to fail in
the nation this year, and the eleventh in Illinois.  The last
FDIC-insured institution to be closed in the state was The
Elizabeth State Bank, Elizabeth, earlier July 2.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution.  The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


FIRST REPUBLIC: U.S. Trustee Sets Meeting of Creditors for Aug. 5
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in First Republic Group Realty, LLC and FRGR Managing Member LLC's
Chapter 11 cases on August 5, 2009, at 2:30 a.m.  The meeting will
be held at the Office of the United States Trustee, 80 Broad
Street, Fourth Floor, New York City.

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

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

New York City-based First Republic Group Realty, LLC and FRGR
Managing Member LLC Chapter 11 filed for June 22, 2009 (Bankr. S.
D. N.Y. Case No. 09-13983).  Tracy L. Klestadt, Esq., as Klestadt
& Winters, LLP, represents the Debtors in their restructuring
efforts.  The Debtor did not file a list of 20 largest unsecured
creditors.  The Debtors has assets and debts ranging from
$100 million to $500 million.


FIRST STATE WINCHESTER: First Nat'l of Beardstown Assumes Deposits
------------------------------------------------------------------
The First State Bank of Winchester, Winchester, Illinois, was
closed July 2 by the Illinois Department of Financial and
Professional Regulation, Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with The First National Bank of Beardstown, Beardstown,
Illinois, to assume all of the deposits of The First State Bank of
Winchester.

The two offices of The First State Bank of Winchester will reopen
on Monday as branches of The First National Bank of Beardstown.
Depositors of The First State Bank of Winchester will
automatically become depositors of The First National Bank of
Beardstown. 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 The First
National Bank of Beardstown can fully integrate the deposit
records of The First State Bank of Winchester.

Over the weekend, depositors of The First State Bank of Winchester
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 April 30, 2009, The First State Bank of Winchester had total
assets of $36 million and total deposits of approximately $34
million. The First National Bank of Beardstown paid a premium of
2.0 percent to acquire all of the deposits of the failed bank. In
addition to assuming all of the deposits of the failed bank, The
First National Bank of Beardstown agreed to purchase approximately
$33 million of assets. The FDIC will retain the remaining assets
for later disposition.

The FDIC and The First National Bank of Beardstown entered into a
loss-share transaction on approximately $20 million of The First
State Bank of Winchester's assets. The First National Bank of
Beardstown 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 July 2's transaction can call
the FDIC toll-free at 1-800-331-6306. The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $6 million. The First National Bank of Beardstown's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives. The First State Bank
of Winchester is the 47th FDIC-insured institution to fail in the
nation this year, and the eighth in Illinois. The last FDIC-
insured institution to be closed in the state was The John Warner
Bank, earlier July 2.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution. The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


FIRSTPLUS FINANCIAL: Section 341(a) Meeting Slated for July 29
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in FirstPlus Financial Group, Inc.'s Chapter 11 case on July 29,
2009, at 1:30 p.m.  The meeting will be held at the Office of the
U.S. Trustee, 1100 Commerce St., Room 976, Dallas, Texas.

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

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

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

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

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


FIRSTPLUS FINANCIAL: Wants 15-Day Extension in Filing Schedules
---------------------------------------------------------------
FirstPlus Financial Group, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas to extend for an additional 15
days the time to file its (i) schedules of assets and liabilities;
(ii) schedules of executory contracts and unexpired leases, and
(iii) statements of financial affairs.

The Debtor assures that it will compile and assemble the
information in a sufficient amount of time before the 11 U.S.C.
341(a) meeting of creditors.

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

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

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


FIRSTPLUS FINANCIAL: Wants to Access DIP Loan from Shareholder
--------------------------------------------------------------
FirstPlus Financial Group Inc. asks the U.S. Bankruptcy Court for
the Northern District of Texas for authority to access $261,500
postpetition financing from its chairman and major stockholder
Robert O'Neal to pay ordinary court postpetition operating
expenses and professional fees to the extent allowed by the Court.

The Debtor said it would like to use $50,000 on an interim basis.

Proceeds of the facility will specifically be used to:

   a) fund general corporate purposes relating to postpetition
      operations, including the hiring of contract employees to
      assist the Debtor's reporting and bookkeeping obligations;

   b) pay bankruptcy related expenses and fees as allowed by the
      Court including U.S. Trustee fees;

   c) pay the fees, costs, expenses, and disbursements of
      professionals retained by the Debtor or any statutory
      committees appointed in the Chapter 11 cases pursuant to
      Section 1102 of the Bankruptcy Code; and

   d) provide for ongoing debtor-in-possession working capital
      needs.

The facility, which will mature on January 16, 2010, is priced at
Wall Street Journal reference rate plus 3%.

The lender Mr. O'Neil will be granted first priority security
interest in all of the Debtor's property excluding Chapter 5
causes of action and claim against the lender, if any, and a first
priority administrative claim.

Before it filed for bankruptcy, the Debtor borrowed about $300,000
from Mr. O'Neil under a certain prepetition loan agreement, which
is secured by a security interest in certain assets.  The Debtor
owes Mr. O'Neil $261,500 as of the bankruptcy petition date.

Based in Beausmont, Texas, FirstPlus Financial Group Inc. --
http://www.firstplusgroup.com/-- provided an array of loans
including commercial, auto, consumer lending, real estate holding,
residential and construction loans.  The Company filed for Chapter
11 protection on June 23, 2009 (Bankr. N.D. Tex. Case No.
09-33918).  George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, represents the Debtor in its restructuring efforts.
The Debtor had $15,503,125 in total assets and $4,539,063 in total
debts as of June 30, 2008.


FLEETWOOD ENTERPRISES: Cavco et al. Inks Indication of Interest
---------------------------------------------------------------
Cavco Industries and Fleetwood Enterprises said that they have
signed an indication of interest in which Cavco and an investment
partner, Third Avenue Trust Value Fund, have offered to purchase
certain of Fleetwood Enterprises' assets comprising its
manufactured housing business, according to BankruptcyData.com.

Cavco and Third Avenue's $28.9 million "stalking horse" bid is
subject to execution of a definitive acquisition agreement and
Court approval, the report relates.

The purchase price is subject to adjustment for the assumption of
certain warranty liabilities and other customary post-closing
adjustments, the report says.  The Fleetwood assets proposed for
purchase include seven manufactured housing plants, one office
building, all related equipment, accounts receivable, inventory,
certain trademarks and trade names, intellectual property and
specified contracts and leases, the report notes.

The proposed sale does not include the Company's operating plants
in Alma, Georgia; Elizabethtown, Pennsylvania, and Garrett,
Indiana.

BankruptData.com quotes Elden L. Smith, Fleetwood's president and
chief executive officer, stating that the Company's manufactured
housing group "has operated profitably in recent years.  We
anticipate the buyer of this business will continue the majority
of Fleetwood's existing operations at the facilities purchased."

The report relates that Fleetwood is in the process of filing with
the Bankruptcy Court a sales and bidding procedures motion, which
will be heard by the Court on July 7.

                    About Fleetwood Enterprises

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

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


FOREST CITY: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Forest City Enterprises Inc. to 'B+' from 'BB'.
Concurrently, S&P lowered S&P's rating on the company's senior
unsecured notes to 'B-' from 'B+', affecting roughly
$822.5 million in rated securities.  The '6' recovery rating
assigned to Forest City's unsecured debt remains unchanged. The
outlook remains negative.

"The downgrade reflects S&P's expectation that Forest City's slim
debt coverage measures will face further pressure into the
foreseeable future," said credit analyst Elizabeth Campbell.
"Soon-to-be completed development projects will begin to
contribute to earnings; however, S&P believes these earnings will
be offset by erosion in core portfolio performance over the next
year due to continued weak commercial real estate fundamentals."

The company's capital sources are currently sufficient to meet
funding needs through 2011.  S&P believes that liquidity would
become constrained, however, if planned property sales do not
occur, if maturing mortgage debt requires equity infusions at
refinancing, and/or if development financing needs grow.  If debt
service coverage measures decline below current levels and/or
liquidity becomes constrained, S&P would lower the ratings
further.  Alternatively, in a more receptive capital market
environment, S&P would consider revising the outlook to stable
upon sustained maintenance of debt coverage measures comfortably
above 1.2x, moderate deleveraging of the balance sheet, and a
material reduction in risk associated with future potential
development pursuits.


FORUM HEALTH: Creditors Oppose 4-Month Plan Filing Extension Plea
-----------------------------------------------------------------
The Vindicator reports that Forum Health's creditors have filed an
objection to the Company's request for a four-month extension to
file a bankruptcy reorganization plan.  According to the report,
the creditors said that they have lost confidence in Forum
Health's management and that they're alarmed by the financial
trends at the Company.

As reported by the Troubled Company Reporter on June 19, 2009,
Forum Health and its debtor-affiliates are asking the Hon. Kay
Woods of the U.S. Bankruptcy Court for the Northern District of
Ohio to extend their exclusive periods to file a Chapter 11 plan
until November 11, 2009, and solicit acceptances from that plan
until January 11, 2010.

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

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


FOUNDERS BANK: Closed; PrivateBank Assumes All Deposits
-------------------------------------------------------
Founders Bank, Worth, Illinois, was closed July 2 by the Illinois
Department of Financial and Professional Regulation, Division of
Banking, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with The PrivateBank and Trust
Company, Chicago, Illinois, to assume all of the deposits of
Founders Bank.

The 11 offices of Founders Bank will reopen on Monday as branches
of The PrivateBank and Trust Company.  Depositors of Founders Bank
will automatically become depositors of The PrivateBank and Trust
Company.  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 The
PrivateBank and Trust Company can fully integrate the deposit
records of Founders Bank.

Over the weekend, depositors of Founders 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 April 30, 2009, Founders Bank had total assets of $962.5
million and total deposits of approximately $848.9 million.  The
PrivateBank and Trust Company paid a premium of 1.5 percent to
acquire all of the deposits of the failed bank.  In addition to
assuming all of the deposits of the failed bank, The PrivateBank
and Trust Company agreed to purchase approximately $888.4 million
of assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and The PrivateBank and Trust Company entered into a
loss-share transaction on approximately $617 million of Founder's
assets.  The PrivateBank and Trust Company 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 July 2's transaction can call
the FDIC toll-free at 1-800-523-8177.  The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT.  Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $188.5 million.  The PrivateBank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  Founders Bank is the
52nd FDIC-insured institution to fail in the nation this year, and
the twelfth in Illinois. The last FDIC-insured institution to be
closed in the state was The First National Bank of Danville,
earlier July 2.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution.  The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


G & S METAL: Wants Schedules Filing Extended until August 10
------------------------------------------------------------
G & S Metal Consultants, Inc., and G & S Transport Inc. ask the
U.S. Bankruptcy Court for the Northern District of Indiana to
extend until August 10, 2009, the date by which the Debtors must
file their statements of financial affairs and schedules of assets
and liabilities.

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


G-I HOLDINGS: To Pay $300MM for Cleanup of Vermont Site
-------------------------------------------------------
As part of a multi-site settlement, G-I Holdings Inc. has agreed
to address asbestos contamination caused by its past operation of
the largest chrysotile asbestos mine and mill in the country, the
United States and the state of Vermont said.

The 1,673-acre abandoned mine site in Vermont, known as the
Vermont Asbestos Group Mine Site is the most significant of the
contaminated sites covered by the settlement, which includes 12
other industrial sites across the country where G-I may have
disposed of hazardous waste.

According to a federal complaint filed in New Jersey, the VAG Site
has two towering piles of asbestos-containing mine and mill
tailings, which are eroding offsite and adversely affecting
downstream surface waters and wetlands.  The piles also attract
hikers, rock collectors, and ATV enthusiasts.  In the complaint,
the United States alleged that these activities may cause exposure
to airborne-asbestos by those who access the site.

Under the settlement, G-I will take immediate steps at the VAG
Site by constructing fencing, gates and road barriers to restrict
public access; providing onsite surveillance and securing the mill
buildings.  They will also monitor air emissions from the piles;
conduct dust suppression, if necessary, and provide support to EPA
and Vermont for future sampling and monitoring.  The tasks will
take place over eight years, at a cost of up to $7.75 million.
The need for dust suppression will depend on the air monitoring
results.

G-I will also reimburse the federal and state governments for past
and future cleanup costs at the VAG Site and related off-site
contamination.  G-I, now in Chapter 11 bankruptcy, will reimburse
a portion EPA and Vermont's cleanup costs up to 8.6 percent of
$300 million.  Finally, G-I will pay $850,000 for damages to local
wetlands and waterways contaminated by the site.

Also, as part of the settlement, G-I will contribute $104,615 as
its share of cleanup costs to resolve federal claims at nine other
superfund sites where its predecessors disposed of hazardous
waste.  In addition, under the decree, the federal government will
have up to 10 years to bring claims for cleanup costs and damages
to natural resources at three related heavily-contaminated sites
in or near Linden, N.J.  Under the consent decree, the Linden
claims will pass through the bankruptcy and not be discharged, but
will eventually be paid at the bankruptcy rate of 8.6 percent on
the dollar if G-I is found liable for the contamination.

"The cornerstone of this settlement is that G-I is responsible for
completing extensive work at the Vermont Asbestos Group Mine Site,
focusing on site security, air monitoring and investigating and
sampling certain mine tailings," said John C. Cruden, Acting
Assistant Attorney General for the Justice Department's
Environment and Natural Resources Division.  "G-I will also pay
for its share of cleanup costs for this Site and nine other
contaminated sites around the country."

The consent decree, lodged in the U.S. Bankruptcy Court for the
District of New Jersey, is subject to a 30-day public comment
period and approval by the federal court.  A copy of the consent
decree is available on the Department of Justice Web site at:

         http://www.usdoj.gov/enrd/Consent_Decrees.html

                      About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for Chapter 11 protection on
January 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on
August 3, 2001.  The cases were consolidated on Oct. 10, 2001.
Martin J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represents the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GENERAL MOTORS: Opel Sale Expected to Close in Six Months
---------------------------------------------------------
Andreas Cremer at Bloomberg News reports that General Motors
Corp.'s sale of its Opel division is likely to be completed by the
time the chairman of the German government-backed trust
controlling the unit leaves in six months.

Bloomberg News relates Fred Irwin, head of the trust, told
reporters on Monday in Frankfurt Opel has a "lower nine-digit-
euro" cash reserve and isn't facing a funding crisis.  "They're
not facing an emergency situation," Bloomberg News quoted Mr.
Irwin as saying.  "Opel has positive cash flow.  All suppliers
have been paid."

Bloomberg News recalls the trust has overseen Opel since GM filed
for protection from creditors on June 1.

                     Emergency Reserve

Christiaan Hetzner at Reuters reports Marco Molinari, Opel's
finance chief, plans to use just EUR1.2 billion (US$1.68 billion)
of a EUR1.5 billion bridge loan from the German government,
setting aside the remainder as an emergency reserve.  Reuters
relates a company source said Mr. Molinari presented this internal
financing plan to Opel's supervisory board on Friday.

Reuters notes Handelsblatt newspaper also reported that Opel
planned to set aside EUR300 million of the bridge loan, despite
ongoing losses, in case markets should worsen in the coming
months.  Bloomberg News discloses Roland Koch, prime minister of
Opel's home state of Hesse, said in a June 26 statement Opel is
losing about EUR100 million (US$141 million) every month.

                            Talks

GM, Bloomberg News discloses, is in talks to complete an agreement
to sell Opel and its U.K. Vauxhall brand to Magna International
Inc.  Bloomberg News says according to people familiar with the
talks, negotiations with buyout firm RHJ International SA and
Beijing Automotive Industry Holding Co. are under way and may lead
to the signing of non-binding memoranda of understanding.  John
Reed and Daniel Schafter at The Financial Times report GM could
sign at least one memorandum of understanding this week as talks
with Magna, the preferred bidder, have hit obstacles.

The FT relates a person close to the sale process on Monday said
Belgium's RHJ International had improved its earlier bid and GM
was "taking it very seriously", adding that a memorandum could be
signed within days.  China's Beijing Automotive is also expected
to present an improved offer shortly for Opel, which includes
Vauxhall in the UK, the FT states.  The FT notes Italy's Fiat
expressed interest in Opel but offered no cash in its bid.
Bloomberg News recalls Fiat Chief Executive Officer Sergio
Marchionne said on June 26 that he wouldn't improve his bid.

According to the FT, the negotiations with Magna have run into
difficulty over access to the Detroit carmaker's global
technology, which Magna wants to secure on behalf of Russian
partners.

                      About General Motors

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

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

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

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

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


G & S METAL: Section 341(a) Meeting Scheduled for August 4
----------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
in G & S Metal Consultants Inc.'s Chapter 11 case on August 4,
2009, at 1:30 p.m.  The meeting will be held at One Michiana
Square, 5th Floor, 100 East Wayne Street, South Bend, Indiana.

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

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

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


GENERAL MOTORS: Sokolove Law Blasts Firm's Bankruptcy Plan
----------------------------------------------------------
Jim Sokolove, the chairman of Sokolove Law, LLC, has blasted the
proposed bankruptcy plan of General Motors Corp. which would free
the "new" GM from existing product liability claims.  GM
bankruptcy hearings started on June 30.

In GM's initial June 1 bankruptcy filing, the Company sought to
absolve itself of responsibility for all consumer product-
liability claims, but, after pressure from U.S. government
officials and consumer groups, GM made concessions last Friday to
stand behind product liability claims for all GM cars and trucks
that are filed after the company emerges from bankruptcy.

The Washington Post said, "Accident victims with pending lawsuits
and those who had won damages against GM before it filed for
bankruptcy protection would still be unable to bring claims
against the new GM.  They would remain with other unsecured
creditors making claims against the "old GM."  As GM's old estate
winds down, those victims are likely to recover little or
nothing."

Mr. Sokolove criticized the plan calling it inexcusable and
shortsighted.  He said, "This plan will leave injured consumers
with no legal rights whatsoever.  It erodes the fundamental rights
and protections of consumers under our legal system.  Fast
tracking these bankruptcy proceedings without thinking of the long
term implications put the interests of big business before the
rights of consumers and sets a dangerous precedent for our civil
justice system.  If General Motors is liable for injuring
consumers, they should be held responsible -- just as with any
other producer of consumer goods in this country.  If the plan is
approved as it stands now, hundreds of injured consumers with
pending claims will be left with no hope of being compensated for
their injuries."

                      About Sokolove Law

Sokolove Law -- http://www.sokolovelaw.com-- is a pioneer in
legal advertising, and has grown to be the largest marketer of
legal services in the country.  Sokolove Law operates as a limited
liability company in all states except Virginia, California,
Michigan, and Tennessee, where it operates as a limited liability
partnership.

                     About General Motors

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

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

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

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

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


GEORGIA GULF: Amends Exchange Offers; Gets Noteholders' Support
---------------------------------------------------------------
Georgia Gulf Corporation is amending its private exchange offers
for its outstanding:

   * 7.125 percent Senior Notes due 2013;
   * 9.5 percent Senior Notes due 2014; and
   * 10.75 percent Senior Subordinated Notes due 2016.

The Company also has entered into lock-up and consent agreements
with the holders of approximately 77.0 percent of the outstanding
aggregate principal amount of the notes, comprised of 84.6
percent, 79.3 percent and 34.6 percent of the outstanding
principal amount of 2014 notes, 2016 notes and 2013 notes,
respectively.

The lock-up agreements provide, among other things, that the
noteholders party to such agreements will tender their notes in
the exchange offers and deliver the corresponding consents with
respect to such notes, subject to certain conditions.

Under the amended terms of the exchange offers, the Company is
offering in exchange for all of the notes an aggregate of
32,050,000 shares of a new convertible preferred stock, which are
convertible into shares of its common stock on a one-for-one
basis, and an aggregate of 1,430,000 shares of the Company's
common stock, giving effect to the 1-for-25 reverse stock split
described below.

Prior to the issuance of the shares of convertible preferred stock
and the shares of common stock in the exchange offers, the Company
intends to effect a 1-for-25 reverse stock split and, as a result,
it will have 3,000,000 authorized shares of common stock at the
time of issuance of the 32,050,000 shares of convertible preferred
stock and 1,430,000 shares of common stock.  Following the
consummation of the exchange offers, the Company intends to call a
special stockholders' meeting to, among other things, approve a
charter amendment to increase the number of authorized shares of
common stock from 3,000,000 to 100,000,000 and to approve a new
equity incentive plan providing for the issuance of up to
3,033,000 shares of the Company's common stock.  Upon
effectiveness of the charter amendment, the outstanding shares of
convertible preferred stock will automatically convert into shares
of the Company's common stock on a one-for-one basis.

For each $1,000 in principal amount of each of the 2013 notes and
the 2014 notes, the Company is offering approximately 47.30 shares
of its convertible preferred stock and 2.11 shares of its common
stock.  For each $1,000 in principal amount of the 2016 notes, the
Company is offering approximately 18.36 shares of its convertible
preferred stock and 0.82 shares of its common stock.

The various issues of notes for which the shares of the Company's
convertible preferred stock and shares of common stock are being
offered in the exchange offers, assuming 100 percent
participation, are shown:

                                            Aggregate
               Aggregate                    Shares of    Aggregate
               Principal     Title of       Convertible  Shares
               Amount        Notes to be    Preferred    of Common
CUSIP         Outstanding   Exchanged      Stock        Stock
-----         -----------   -----------    -----------  ---------
-
373200 AJ 3   $100,000,000  7.125% Senior    4,729,601
211,024
                             Notes due 2013

373200 AQ 7   $500,000,000  9.5% Senior     23,648,003
1,055,122
                             Notes due 2014

373200 AT 1   $200,000,000  10.75% Senior    3,672,396
163,854
                             Subordinated
                             Notes due 2016

   Total       $800,000,000                  32,050,000
1,430,000

The purpose of the exchange offers is to reduce the Company's
overall indebtedness and related interest expense.

The exchange offers are subject to certain conditions, including
the conditions that the Company receive tenders and consents in
respect of at least 98 percent of the outstanding aggregate
principal amount of all three issues of notes and that the Company
obtain an amendment to its senior secured credit agreement.  Both
of these conditions may be waived by the Company only with the
consent of the holders of a majority in principal amount of the
notes.  Further, prior to closing the exchange offers, the
Company's board of directors will be reconstituted to substitute
up to four new directors for existing directors (other than the
Company's Chief Executive Officer), selected by the holders of a
majority in principal amount of the notes with one of such new
directors being selected from a list of no less than four director
candidates provided by (but not affiliated with) the holders of a
majority in principal amount of the 2016 notes, maintaining the
number of directors at seven.

The Company has entered into forbearance agreements with holders
of the requisite percentage of each issue of notes to ensure that
the indebtedness under such notes may not be accelerated by the
holders thereof until the expiration of those forbearance
agreements on July 15, 2009, subject to earlier termination in
certain events as previously disclosed.  Since the forbearance
agreements will expire July 15, 2009, the Company will seek a
further extension of those agreements.

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

Each exchange offer will expire at 12:00 midnight, New York City
time, on July 16, 2009, unless extended.  As of July 1, 2009,
approximately $1.265 million, $7.55 million and $150 thousand of
the $100 million, $500 million and $200 million in principal
amount outstanding of the 2013, 2014 and 2016 notes had been
tendered in the exchange offers.  Full details of the exchange
offers and related consent solicitations are included in the
offering memorandum for these exchange offers, copies of which are
available to Eligible Holders from Global Bondholder Services
Corporation, the information agent, by calling 212-430-3774 or
toll free at 866-873-7700.

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

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

                       About Georgia Gulf

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

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

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

                           *     *     *

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

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

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


GRAPHICS PROPERTIES: Wants Plan Filing Period Extended to Sept 14
-----------------------------------------------------------------
Graphics Properties Holdings, Inc., f/k/a Silicon Graphics, Inc.,
et al., ask the U.S. Bankruptcy Court for the Southern District of
New York to extend their exclusive period to propose a plan until
September 14, 2009, and their exclusive period to solicit
acceptances thereof until November 13, 2009.

The Debtors told the Court that the sale of substantially all of
their assets to an affiliate of Rackable Systems, Inc., has
required their significant time and resources, leaving them little
time to negotiate a plan and prepare adequate information.  The
sale transaction closed on May 8, 2009.

Additionally, because the bar deadline for filing of proofs of
claim passed on June 23, 2009, less than one week before the
filing of this motion, the Debtors say they may need additional
time to quantify their exposure to administrative, priority,
secured, and unsecured claims, as well as to produce financial
projections and a liquidation analysis.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  The Court confirmed the
Debtors' Plan of Reorganization on September 19, 2006.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark I. Bane, Esq., Mark R. Somerstein, Esq., and
James A. Wright III, Esq., at Ropes & Gray LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  At December 26,
2008, the Debtors $390,462,000 in total assets and $526,548,000 in
total debts.


HALLWOOD ENERGY: Wants to Obtain Unsecured Credit from HGI
----------------------------------------------------------
Hallwood Energy, L.P., and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas for authority to obtain
unsecured credit from The Hallwood Group Incorporated in an amount
sufficient to pay expenses in an agreed budget for the months of
June and July.

The Debtors tell the Court that the credit will allow them to,
among other things, continue operating and obtain approval of a
settlement of its adversary proceeding against HGI, Adversary Case
No. 09-03082, that will provide, if approved, over $3.2 million of
unencumbered funds to the Debtors' estates.  The settlement is
subject to the Court's approval pursuant to F.R.B.P. Rule 9019.

HGI has agreed to provide the Debtors with credit on an unsecured,
interest-free basis.  HGI will be granted an administrative claim
under Section 503(b) of the Bankruptcy Code in an amount equal to
the credit extended to the Debtors.

After the entry of an order acceptable to HGI, advances by HGI in
accordance with the budget will be made until the earlier to occur
of an Event of Default or August 1, 2009, when the facility will
terminate.

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The Company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick,
Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough
L.L.P., represent the Debtors as counsel.  Brian A. Kilmer, Esq.,
at Okin Adams & Kilmer LLP, represents the official committee of
unsecured creditors as counsel.  The Debtors' business consultant
and CRO is Blackhill Partners LLC.  When the Debtors filed for
Chapter 11 protection, they listed assets of between $50 million
and $100 million, and debts of between $100 million and
$500 million.


HALLWOOD ENERGY: Wants to Use HPI Cash Collateral Until August 30
-----------------------------------------------------------------
Hallwood Energy, L.P., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to use cash collateral of Hall Phoenix Inwood, Ltd. through
August 30, 2009, in accordance with a budget.

Thee Debtors tell the Court that they need immediate access to
approximately $4.9 million in cash in the Hall Phoenix Account to
pay lease operating expenses and certain clean up items at the
well sites.

Hallwood Energy is the borrower in the aggregate amount of
$115 million under two credit agreements with Hall Phoenix secured
by a first lien on all or substantially all of the Debtors'
assets.

As adequate protection, the Debtors propose to provide within
three business days after the end of each week, a budget tracker
report for the preceding week comparing actual revenue and expense
to the projected revenue and expense as to the use of Hall
Phoenix's cash collateral.

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The Company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick, Esq., and
Sean Joseph McCaffity, Esq., at Rochelle McCullough L.L.P.,
represent the Debtors as counsel.  Brian A. Kilmer, Esq., at Okin
Adams & Kilmer LLP, represents the official committee of unsecured
creditors as counsel.  The Debtors' business consultant and CRO is
Blackhill Partners LLC.  When the Debtors filed for Chapter 11
protection, they listed assets of between $50 million and $100
million, and debts of between $100 million and $500 million.


INTERLAKE MATERIAL: PBGC Assumes Underfunded Pension Plans
----------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the pensions of more than 1,280 workers and
retirees of Interlake Material Handling Inc. in Naperville,
Illinois.

The PBGC stepped in because the company's two underfunded pension
plans would be abandoned following the liquidation of
substantially all of Interlake's assets during bankruptcy
proceedings.  Additionally, the company's plans are insufficiently
funded and would be unable to pay benefits when due.  On March 5,
2009, the bankruptcy court approved the sale of the company's
assets to Mecalux U.S.A. Inc. and Mecalux Medico S.A. de C.V. in a
transaction that did not include the pension plans.  The two plans
are the Interlake Material Handling Inc. Consolidated Pension
Plan, and the Consolidated Pension Plan for Pontiac Hourly and
Dexion Salaried Employees.

Interlake retirees will continue to receive their monthly benefit
checks without interruption, and other workers will receive their
pensions when they are eligible to retire.

Together the plans are 49 percent funded with assets of
$16.7 million to cover $34.5 million in benefit liabilities,
according to PBGC estimates.  The agency expects to be responsible
for the $17.7 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on March 5,
2009.

Within the next several weeks, the PBGC will send notification
letters to all participants in Interlake's retirement plans.
Under provisions of the Pension Protection Act of 2006, the
maximum guaranteed pension the PBGC can pay is determined by the
legal limits in force on the date of the plan sponsor's
bankruptcy.  Therefore, participants in the plan are subject to
the limits in effect on January 5, 2009, which set a maximum
guaranteed amount of $54,000 for a 65-year-old.  The agency became
trustee of the plan on June 25, 2009.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Interlake retirees who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $17.7 million and was not previously included in
the agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- was a manufacturer of steel
storage racks. Its origins date back to the formation of the
Interlake Steel Co. in 1905.  In the 1950's Interlake began to
shift its primary focus from steel fabrication to inventory and
storage products.

On January 5, 2009, the Company and three of its affiliates,
namely, United Fixtures Company, Inc., UFC Interlake Holding Co.,
and Conco-Tellus, Inc., filed for Chapter 11 protection to
facilitate a sale of the company's assets to Mecalux (Bankr. D.
Del. Lead Case No. 09-10019).  Winston & Strawn LLP represents the
Debtors in their restructuring efforts.  Young, Conaway, Stargatt
& Taylor LLP is the Debtors' local counsel.  Lake Pointe Partners,
LLC, is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the claims agent for the Debtors.  Lowenstein
Sandler PC represents the official committee of unsecured
creditors as counsel.  Stevens & Lee, P.C., represents the
Committee as Delaware counsel.  When the Debtors filed for
protection from their creditors, they listed assets between
$50 million and $100 million, and debts between $100 million and
$500 million.


HERCULES CHEMICAL: Posts $71,200 Net Profit in May - for Sat
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Hercules Chemical Co.
reported a $71,200 net profit in May after spending $133,000 on
professional fees.  Net revenue for the month was $2.2 million.
From the inception of the Chapter 11 reorganization in September,
the cumulative net loss is $233,500 on aggregate net sales of
$29.8 million.

Headquartered in Passaic, New Jersey, Hercules Chemical Company
Inc. makes products for plumbing, hearing air conditioning and
electrical trades.  Owned by an employee stock ownership plan
trust, Hercules resorted to bankruptcy protection in the face of
more than 7,000 asbestos claims.

Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy
protection on September 18, 2008, with the U.S. Bankruptcy Court
for the District of New Jersey (Case No. 08-27822), blaming the
costs of asbestos-related lawsuits.  The asbestos suits arose from
a furnace cement product made between 1939 and 1983.

The Debtor first filed for bankruptcy on August 22, 2008, in the
U.S. Bankruptcy Court for the Western District of Pennsylvania
(Case No. 08-25553)) but the case was transferred to New Jersey,
where it is incorporated.

Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed
Smith LLP, represent the Debtor.  Meyer, Unkovic & Scott LLP
represents the Debtor's Future Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $10 million and
$50 million.


INTROGEN THERAPEUTICS: Files Chapter 11 Plan in Austin
------------------------------------------------------
Introgen Therapeutics Inc. submitted to the U.S. Bankruptcy Court
for the Western District of Texas a proposed Chapter 11 plan.
Under the Plan, creditors will receive distributions from assets
collected by the liquidating trust.  The disclosure statement
accompanying the Plan does not provide for an estimated percentage
recovery for unsecured creditors who are owed a total of $4.4
million, Bill Rochelle at Bloomberg said.

As reported by the Troubled Company Reporter on May 14, Introgen
sold its operating assets to Western General Holding Co. for 3% of
gross revenue generated from the property, up to $5 million.
Crucell Holland BV bought the intellectual property related to
Introgen's process for making viruses to deliver medication to
tumor sites.  Crucell agreed to pay $425,000 plus a perpetual 35%
royalty.

Introgen Therapeutics Inc. is a cancer-drug developer.  Introgen
Therapeutics filed for Chapter 11 on December 3, 2008 (Bankr. W.D.
Texas, Case No. 08-12442). Patricia Baron Tomasco, Esq., at Brown
McCarroll, L.L.P., is the Company's bankruptcy lawyer.  In its
petition, the Company listed assets of $9,107,868 and debts of
$12,932,950.


ION MEDIA: Defends $150-Mil. Loan Against Creditors' Objections
---------------------------------------------------------------
Ion Media Networks Inc. defended its proposed $150 million debtor-
in-possession loan facility as "fair and reasonable", after its
Official Committee of Unsecured Creditors objected before the U.S.
Bankruptcy Court for the Southern District of New York arguing
that the terms of the DIP facility give them short shrift,
according to Law360.

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.


IRWIN FINANCIAL: Sells Commercial Loans, 3 Branch Locations
-----------------------------------------------------------
Irwin Financial Corporation disclosed the sale of approximately
$190 million of commercial loans in the second quarter and an
agreement to sell three branch locations in Indiana, pending
regulatory approval, in the third quarter.

Approximately $150 million of commercial banking loans were sold
to First Financial Bank, National Association.  Approximately
$40 million other commercial banking and franchise finance loans
were sold to other purchasers.  In aggregate, the loans were sold
at 99.8 percent of par.

In addition, Irwin agreed to sell the offices of Irwin Union Bank
& Trust Company located in Carmel, Greensburg, and Shelbyville,
Indiana to First Financial.

"We continue to pursue our conversations with the U.S. Treasury to
complete our public-private partnership recapitalization plan for
Irwin Financial, Irwin Union Bank and Trust and Irwin Union Bank,
F.S.B.," said Will Miller, Chairman and CEO of Irwin Financial
Corporation.  "In the meantime, we have taken action intended to
help keep our banks adequately capitalized at the end of the
second quarter in order to retain access to sources of liquidity
that are important to us.  While we finalize our second quarter
results and await approval for our capital infusion, reducing our
balance sheet with loan sales at or near par value is the best way
to help keep our banks adequately capitalized.

"The sale of the three branch locations north and east of
Indianapolis allows us to preserve our core South Central Indiana
markets.  These transactions are designed to give us the time
necessary to complete our work with the Treasury and private
investors who have committed to make equity investments as part of
our recapitalization plan," concluded Mr. Miller.

Additionally, Irwin announced a reorganization of managerial
responsibilities in the commercial banking segment.  John Wilcox
will assume the role of President of the commercial banking
division of Irwin Union Bank and Trust.  Brad Kime, the current
President of commercial banking, has decided to focus exclusively
on loan portfolio credit quality, where management believes the
company is making good progress.  Rick Hagan will become the
President of Irwin Union Bank, F.S.B. Mr. Wilcox and Mr. Hagan's
appointments are pending regulatory approval.  The changes are
designed to align managerial responsibilities with the most
critical tasks facing the company as it completes its
restructuring.

                        Going Concern Doubt

In March 2009, Ernst & Young, LLP, in Chicago, Illinois, in their
audit report for the year ended December 31, 2008, stated that
certain matters raise substantial doubt about Irwin's ability to
continue as a going concern.

Irwin and the industry have been adversely affected by rising
unemployment, declining real estate and financial asset prices,
and rising delinquency and loss rates on loans.  These in turn
have caused significant losses, reduced its capital materially,
and had other follow-on consequences.  While it has not occurred,
Irwin said these events to could impact its on-going access to
liquidity sources.

During the first quarter of 2009, Irwin posted a net loss of
$93,833,000.  At March 31, 2009, Irwin had $4,029,124,000 in total
assets and $4,012,093,000 in total liabilities.

Irwin is operating under written agreements with its principal
banking regulators and the loss and consequent reduction in
retained earnings have put pressure on its regulatory capital
ratios, notwithstanding the deleveraging which occurred during the
first quarter.

                       About Irwin Financial

Based in Columbus, Indiana, Irwin(R) Financial Corporation
(NYSE: IFC) -- http://www.irwinfinancial.com/-- is a bank holding
company with a history tracing to 1871.  The Corporation provides
a broad range of banking services to small businesses and
consumers in our branches in the Midwest and Southwest and to
restaurant franchisees nationwide.


ISOTONER CORPORATION: Moody's Cuts Corp. Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Isotoner Corporation's
Corporate Family Rating to Caa1 and changed its Probability of
Default Rating to Caa1/LD.  The ratings outlook is negative.

The downgrade reflects Totes' weaker than expected operating
performance and credit metrics stemming mainly from the difficult
economic environment, as reduced consumer spending has led to
lower traffic in the company's retail outlets while many wholesale
customers have paired down inventory levels and product re-orders,
especially in North America.  Moody's remains concerned that the
economic environment will remain weak through at least calendar
2009, limiting improvement in performance and metrics despite the
company's cost cutting actions and various growth initiatives.
Although free cash flow is expected to remain positive over the
next year, liquidity is viewed as weak due to the very modest
cushion under the company's leverage financial covenant, which is
scheduled to contractually tighten over the next year.  Without
material improvement in performance, compliance could become more
tenuous.

The PDR change to Caa1/LD reflects Moody's view that a recent,
moderate capital structure change was deemed a distressed
exchange, and a limited default designation was assigned to the
PDR.  Moody's will remove the limited default designation
approximately three days after the date of this release.  The
ratings on the first- and second-lien term loans reflect a
decrease in support from more junior capital.

The negative outlook reflects Moody's expectation for continued-
weak economic conditions through calendar 2009 and modest covenant
cushion.

These ratings have been downgraded:

  -- Corporate Family Rating to Caa1 from B2

  -- Probability of Default rating to Caa1/LD from B2

  -- First lien term loan to Caa1 (LGD 4, 52%) from B1 (LGD 3,
     37%)

  -- Second lien term loan to Caa2 (LGD 5, 80%) from Caa1 (LGD 5,
     81%)

Subsequent rating actions -- these ratings changes will take place
in approximately three business days:

  -- Probability of Default rating to Caa1 from Caa1/LD

Moody's last rating action on Totes was on March 13, 2008 when
Moody's affirmed the company's B2 CFR with a negative outlook.

Based in Cincinnati, Ohio, Totes is an international designer,
marketer and distributor of cold and wet weather accessories,
slippers, flip-flops and sunglasses with revenue of about
$320 million.  The company distributes umbrellas and related
products primarily under the "totes" and "Raines" brands, cold-
weather products (hats, gloves, scarves) and slippers under the
"Isotoner" brands, and sandals, flip flops and thongs under the
"ESNY" brand and private labels.


JAMESTOWN STAMP: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jamestown Stamp Company
        341 East Third Street
        Jamestown, NY 14701

Bankruptcy Case No.: 09-13061

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Debtor's Counsel: Robert A. Liebers, Esq.
                  15 E. 15th St.
                  PO Box 3090
                  Jamestown, NY 14702-3090
                  Tel: (716) 488-3090
                  Email: liebers@burgettandrobbins.com

                  Dale C. Robbins, Esq.
                  Burgett & Robbins, LLP
                  PO Box 3090
                  Jamestown, NY 14702-3090
                  Tel: (716) 488-3090

Total Assets: $571,510

Total Debts: $1,311,315

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

          http://bankrupt.com/misc/nywb09-13061.pdf

The petition was signed by Sandra Kavanaugh, president of the
Company.


JOBSON MEDICAL: Moody's Confirms Ratings; Gives Negative Outlook
----------------------------------------------------------------
Moody's Investors Service confirmed all the ratings of Jobson
Medical Information LLC and changed the outlook to negative.  This
rating action concludes the review for possible downgrade
initiated on February 11, 2009.  Subsequent to the action, Moody's
will withdraw Jobson's ratings for business reasons.

On May 15, 2009, Jobson executed an amendment to its credit
facility that among other items waived the December 31, 2008, and
March 31, 2009, covenant defaults and eased covenant requirements
for the remainder of the agreement.  As a result, the company
again has access to its revolving credit facility although
availability is expected to be modest in the near term.  The
confirmation of the Caa1 Corporate Family rating reflects Jobson's
small scale, high financial leverage, weak liquidity profile and
Moody's expectation that operating results will continue to be
challenged over the intermediate term due to a slow down in
spending in the pharmaceutical and optical markets.

Moody's confirmed these ratings:

  -- $15 million senior secured first lien revolver, Caa1 (LGD3,
     33%)

  -- $107 million senior secured first lien term loan B, Caa1
     (LGD3, 33%)

  -- $25 million senior secured delayed draw term loan, Caa1
      (LGD3, 33%)

  -- Corporate Family Rating, Caa1

  -- Probability of Default Rating, Caa2

The previous rating action on Jobson occurred on February 11, 2009
when Moody's downgraded the Corporate Family Rating to Caa1 from
B3 and placed all ratings on review for possible further
downgrade.  Jobson's ratings were assigned by evaluating factors
Moody's believes 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 Jobson's core industry and Jobson's ratings are believed
to be comparable to those of other issuers of similar credit risk.

Jobson Medical Information LLC, headquartered in New York City,
provides marketing services, information databases, trade
publications, medical education programs, events, websites and
other digital and traditional media services to the healthcare
market.  The company reported revenues of approximately
$90 million for the twelve months ended March 31, 2009.


JOE GIBSON: Court Okays Settlement With Clients
-----------------------------------------------
GoUpstate.com reports that the Hon. Helen E. Burris of the U.S.
Bankruptcy Court for the District of South Carolina has approved
Joe Gibson's Auto World Inc.'s settlement with customers duped by
fraudulent advertising and financing methods to recover damages.

As reported by the Troubled Company Reporter on July 1, 2009, Joe
Gibson's and its clients had sought court approval for their
settlement agreement.  Joe Gibson customers had sued the Joe
Gibson's Suzuki, claiming "false, misleading and deceptive"
advertising, as they were led to believe their monthly car
payments would be as low as $47 when they purchased a car from the
dealership, but were hit with much higher payments after a few
months.

According to GoUpstate.com, Judge Burris signed an order
confirming an amended plan of liquidation that attorneys for Joe
Gibson, customers of the now-defunct automobile dealership, and
other creditors had been working on for four months.  The report
says that the Court's approval of the settlement lets clients who
filed claims against the dealership -- those represented by Rodney
Pillsbury, Pat Knie and David Alford -- to divide the majority of
the expected $3 million settlement.  The report states that the
customers will divide $2.7 million in funds established by
"contributing parties," which includes the American Suzuki Motor
Corp., participating lenders, and Joe Gibson's insurance carrier.
Leftover funds, according to the report, will be used for noticing
the disclosure statement, administrative claims, unsecured trade
claims and priority claims.

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


JOHN FREDERICK DIXON: Section 341(a) Meeting Slated for July 31
---------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in John Frederick Dixon's Chapter 11 case on July 31, 2009, at
11:00 a.m.  The meeting will be held at Santa Rosa US Trustee,
Office of the U.S. Trustee, 777 Sonoma Ave. No. 116, Santa Rosa,
California.

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

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

San Rafael, California-based John Frederick Dixon filed for
Chapter 11 on June 19, 2009 (Bankr. N.D. Calif. Case No. 09-
11851).  Michael D. Cooper, Esq., at Wendel, Rosen, Black and Dean
LLP, represents the Debtor in its restructuring efforts.  The
Debtor has assets and debts both ranging from $10 million to
$50 million.


JOHN SHAW: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Joint Debtors: John E. Shaw
               Jasmine M. Shaw
                  aka Jasmine M Amper
               44412 Martingale Court
               Fremont, CA 94539

Bankruptcy Case No.: 09-45874

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtors' Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

                  Patrick Calhoun, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

Total Assets: $1,370,565

Total Debts: $1,756,222

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

      http://bankrupt.com/misc/canb09-45874.pdf

The petition was signed by the Joint Debtors.


JOHN WARNER BANK: Closed; State Bank of Lincoln Assumes Deposits
----------------------------------------------------------------
The John Warner Bank, Clinton, Illinois, was closed July 2 by the
Illinois Department of Financial and Professional Regulation,
Division of Banking, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with State Bank
of Lincoln, Lincoln, Illinois, to assume all of the deposits of
The John Warner Bank.

The three offices of The John Warner Bank will reopen on Friday as
branches of State Bank of Lincoln. Depositors of The John Warner
Bank will automatically become depositors of State Bank of
Lincoln.  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 State Bank of
Lincoln can fully integrate the deposit records of The John Warner
Bank. Depositors of The John Warner 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 April 30, 2009, The John Warner Bank had total assets of $70
million and total deposits of approximately $64 million.  State
Bank of Lincoln paid a premium of 4.1 percent to acquire all of
the deposits of the failed bank.  In addition to assuming all of
the deposits of the failed bank, State Bank of Lincoln agreed to
purchase approximately $63 million of assets. The FDIC will retain
the remaining assets for later disposition.

The FDIC and State Bank of Lincoln entered into a loss-share
transaction on approximately $31 million of The John Warner Bank's
assets.  State Bank of Lincoln 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 July 2's transaction can call
the FDIC toll-free at 1-800-837-0215. The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $10 million. State Bank of Lincoln's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives. The John Warner Bank is the 46th
FDIC-insured institution to fail in the nation this year, and the
seventh in Illinois. The last FDIC-insured institution to be
closed in the state was Bank of Lincolnwood, Lincolnwood, on June
5, 2009.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution. The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


JOSEPH LANG: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Joseph Lang
               Kim Lang
               590 Camino De Amor
               Ramon, CA 92065

Bankruptcy Case No.: 09-09399

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtors' Counsel: Andrew H. Griffin III, Esq.
                  Law Office of Andrew H. Griffin, III
                  275 East Douglas, Suite 112
                  El Cajon, CA 92020
                  Tel: (619) 440-5000
                  Fax: (619) 440-5991
                  Email: Griffinlaw@mac.com

Total Assets: $5,255,605

Total Debts: $6,026,137

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

      http://bankrupt.com/misc/casb09-09399.pdf

The petition was signed by the Joint Debtors.


LAKES APARTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: The Lakes Apartments, Ltd.
        900 E. Redbud
        Mcallen, TX 78504

Bankruptcy Case No.: 09-70472

Chapter 11 Petition Date: July 1, 2009

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

Debtor's Counsel: Baldemar Cano Jr., Esq.
                  Attorney at Law
                  217 S Cage
                  Pharr, TX 78577
                  Tel: (956) 787-8523
                  Fax: (956) 787-7281
                  Email: bcanojlaw@sbcglobal.net

Total Assets: $4,648,000

Total Debts: $4,069,322

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

The petition was signed by Roberto Rodriguez Jr.


LAND RESOURCE: Florida Court Converts Case to Chapter 7
-------------------------------------------------------
Judge Arthur Briskman of the United States Bankruptcy Court for
the Middle District of Florida has converted the Chapter 11
bankruptcy case of Land Resource LLC to a Chapter 7 proceeding.

As reported by the Troubled Company Reporter on March 25, 2009,
the Court converted the Chapter 11 cases of various affiliates to
Chapter 7:

   1.  Blue Mist Farms, LLC
   2.  Bridge Pointe at Jekyll Sound, LLC
   3.  Clarks Hill Lake, LLC
   4.  Coastline Properties, LLC
   5.  Cumberland Harbour Realty, LLC
   6.  Hickory Bluff Marina Club, Inc.
   7.  Hickory Bluff Marina, LLC
   8.  Laird Bayou Brokerage, LLC
   9.  Laird Bayou, LLC
  10.  Laird Point Brokerage, LLC
  11.  Laird Point, LLC
  12.  Lakemont Advertising, LLC
  13.  Land Resource Group of NC, LLC
  14.  Land Resource Group, Inc.
  15.  Land Resource Meigs County, LLC,
  16.  Land Resource Orchards, LLC
  17.  Land Resource Satilla River, LLC
  18   Land Resource Watts Bar, LLC
  19.  Land First Mortgage, LLC
  20.  LandFirst Title, LLC
  21   LR Baytree Landing, LLC
  22.  LR Buffalo Creek, LLC
  23.  LR Riversea, LLC
  24.  LRC Aviation Company, LLC
  25.  LRC Holdings, LLC
  26.  LRC Realty, LLC
  27.  Roaring River Holding Company, Inc.
  28.  Roaring River, LLC
  29.  Rush Creek Land Company, Inc.
  30.  Southern HOA Management, LLC
  31.  Stillwater Coves, LLC
  32.  The Ridges at Morgan Creek, LLC,
  33.  Villages at Norris Lake, LLC

As a result of the Court's order, only Point Peter, LLP, remained
as debtor-in-possession.

On December 22, 2008, the Court approved bidding procedures for
the sale of substantially all of Land Resource's assets.  Land
Resource conducted auction sales for its assets and the Court
approved sales with respect to six developments.

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- developed residential communities,
includig coastal, lakefront and mountain locations in Georgia,
North Carolina, West Virginia, Tennessee and Florida.

The Company and its affiliates filed for Chapter 11 protection on
October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, were counsel to the Debtors.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represented the Committee of Creditors Holding Unsecured
Claims as counsel.  The Company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LEAR CORP: Debt Restructuring Cues S&P'S Rating Cut to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
issue-level rating on Lear Corp.'s senior secured debt to 'D' from
'CC', and the rating on the remaining senior unsecured debt to 'D'
from 'C', reflecting Lear's announcement that it intends to
commence shortly a proposed debt restructuring through a
bankruptcy filing.  The agreement in principle provides that,
subject to certain limited exceptions, Lear's trade creditors will
be paid in full.

On June 2, 2009, S&P lowered Lear's corporate credit rating to 'D'
from 'CCC+' because the company did not make certain scheduled
interest payments that were due on June 1.

                            Ratings List

                             Lear Corp.

          Corporate credit rating                D/--/--

                            Downgraded

                                         To                 From
                                         --                 ----
  Senior Secured                         D                  CC
  Senior Unsecured                       D                  C


LEHMAN BROTHERS: Creditors Object to August 24 Claims Bar Date
--------------------------------------------------------------
More than 100 creditors and parties-in-interest including
Barclays Capital Inc. and Barclays Bank PLC, the Teachers'
Retirement System of the State of Illinois, Wells Fargo & Co.,
Bank of America N.A., The Bank of New York Mellon Trust Company
N.A., Citigroup Inc., U.S. Bank National Association, and a group
of derivative claimants, object to Lehman Brothers Holdings Inc.'s
request to set August 24, 2009, as the claims bar date.

The Barclays Entities complain that the Debtors are requiring
their creditors asserting claims based on derivative contracts to
provide enormous information in connection with the filing of
their claims, which requirement is not only improper under the
bankruptcy law but may also result in the disallowance of valid
claims.

"Imposing unnecessary and onerous obligations at the outset
exposes claimants to the real risk that their claims will be
disallowed on wholly technical grounds such as a failure to
provide all of the requested documentation and information,"
attorney for Barclays, Lindsee Granfield, Esq., at Cleary
Gottlieb Steen & Hamilton LLP, in New York, contends.

Barclays also complains about the form of questionnaires proposed
by the Debtors arguing that the questionnaires burden the
creditors by requiring them to catalogue and collect enormous
information as part of their proofs of claim for derivative
contracts or guarantees of those contracts.

Some of the other objectors echo Barclays' complaint on the
information request.  Some creditors also object to the Debtors'
June 22 notice of evidentiary hearing on the motion, which was
scheduled for June 24, 2009.

The creditors complain, among other things, that it would be
unfair to allow the Debtors to present evidence on less than 48
hours notice.  The notice, they further say, does not indicate
that the Court has granted permission to make the first hearing
on the motion an evidentiary hearing and that the Debtors did not
indicate that they intended to present evidence at the first
hearing.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: LB 2080 Seeks to Sell Assets to BW VCM for $3MM
----------------------------------------------------------------
Debtor LB 2080 Kalakaua Owners LLC seeks the U.S. Banrkuptcy Court
for the Southern District of New York's authority to sell its
assets to BW VCM Kalakaua LLC or to another buyer that submits a
better offer.

The assets to be sold include a four-storey commercial building
located in Kalakaua Avenue, in Honolulu, Hawaii.  Also included
in the sale are leases for the site where the building is
located, and LB 2080's interest under its lease with Nike Retail
Services Inc., an occupant of the building.

BW VCM agreed to purchase the assets for $3 million and is
required to put a deposit in the sum of $450,000, which will be
held in escrow until the sale is completed.

Under the deal, if the Court does not approve the sale by
July 13, 2009, BW VCM can unilaterally terminate the sale.  If LB
2080 gets court approval, it is required to complete the sale by
July 14, 2009.

"The income generated by the property is insufficient to cover
the property's current monthly operating costs," says Shai
Waisman, Esq., at Weil Gotshal & Manges LLP, in New York.  "LB
2080 has carefully evaluated the benefits and burdens of
maintaining the property and, upon a due and proper exercise of
its business judgment, has determined that the property
represents a drain on its estates and resources."

Mr. Waisman adds that LB 2080's decision to pursue a private sale
is supported by the "exigent circumstances of its Chapter 11 case
and the fact that LB 2080 has fully explored potential sales of
the property."

"The time and efforts associated with marketing the property for
sale at a public auction would needlessly duplicate the previous
efforts made by LB 2080 and CBRE and would likely exceed any
benefit of a public sale," Mr. Waisman points out.  He says,
however, that they would still accept other offers for the
properties to ensure the greatest return for the creditors and LB
2080's estate.

Any party interested in acquiring the properties has until
July 8, 2009, to submit its offer.

In connection with the sale of the assets, LB 2080 also seeks
court approval to pay the fees of CB Richard Ellis, the real
estate brokerage firm commissioned by LB 2080 to market the
assets.  CBRE is entitled to a commission fee of $100,000 and
reimbursement of expenses of up to $17,500.

A hearing to consider approval of the sale is scheduled for
July 13, 2009.  Creditors and other concerned parties have until
July 8, 2009, to file their objections.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: LBSF Seeks to Reject Pacts With Jana Masterfund
----------------------------------------------------------------
Debtor Lehman Brothers Special Financing Inc. seeks permission
from the U.S. Bankruptcy Court for the Southern District of New
York to reject its executory contracts with JANA Master Fund Ltd.

The contracts include a 1992 ISDA Master Agreement and other
documents executed in connection with the credit default swap
transactions entered into by the companies under the master
agreement.

"LBSF reviewed the agreement to determine whether the assumption
or rejection of the agreement would be beneficial to its estate.
As part of that review, LBSF determined that the agreement is
significantly out-of-the-money to LBSF on a mark-to-market value
basis," says Robert Lemons, Esq., at Weil Gotshal & Manges LLP,
in New York.

The hearing to consider approval of the proposed rejection of the
contracts is scheduled for July 15, 2009.  Creditors and other
concerned parties have until July 10, 2009, to file their
objections.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Seeks to Employ PWC as Tax Adviser
---------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek the
U.S. Bankruptcy Court for the Southern District of New York's
authority to employ PricewaterhouseCoopers LLP as their tax
adviser effective January 21, 2009.

As tax adviser, the U.S.-based accounting and financial services
firm is tasked to:

  (1) assist the Debtors with regards to federal, state and
      international tax issues that arise in relation to the
      disposition of their remaining assets;

  (2) assist the Debtors' special tax counsel, McKee Nelson LLP,
      with regards to certain federal tax controversies; assist
      the Debtors with accounting for income taxes paid in prior
      years; and prepare federal, state, local and international
      income tax returns for 2008;

  (3) assist the Debtors with regards to transfer pricing-
      related tax issues;

  (4) assist the Debtors with regards to various issues related
      to income and franchise taxes, sales and use taxes, excise
      taxes, abandoned and unclaimed property credits and
      incentives, and employment taxes; and

  (5) assist the Debtors with U.S. and foreign income tax
      preparation, related tax compliance services and tax
      consulting services.

Payment for PwC's services varies depending on the nature of
services provided.  For services relating to tax issues about the
future disposition of the Debtors' assets, federal tax
controversies, income tax accounting and preparation of tax
return filings, PwC will be paid at these hourly rates:

                       General Tax
                     Consulting Rate    National Office/Others
                     ---------------    ----------------------
  Partner                  $704              $560 - $890
  Managing Director        $583              $450 - $700
  Director                 $501              $330 - $600
  Manager                  $402
  Senior Associate         $319
  Associate                $231
  Administrative/Other     $143

With regards to services relating to transfer pricing-related tax
issues, the firm will be paid on an hourly basis at these rates:

  Partner                  $704
  Director                 $501
  Manager                  $402
  Senior Associate         $319
  Associate                $231

For services relating to U.S. and foreign income tax preparation,
related tax compliance services and tax consulting services, the
Debtors will pay PwC according to these hourly rates:


  Partner                  $733
  Director                 $650
  Manager                  $579
  Senior Associate         $361
  Associate                $228
  CSA                      $175

With respect to the preparation of bankruptcy retention
documents, disinterestedness disclosures, completion of fee
applications, among others, PwC will be paid at these hourly
rates:

  Partner                  $780
  Managing Director        $650
  Director/Senior Manager  $550
  Manager                  $400
  Senior Associate         $290
  Associate                $225
  Paraprofessional         $150

In connection with the firm's employment, Joseph Foy, a partner
at PwC, filed a declaration in Court, stating that his firm does
not have connection with the Debtors, their creditors and other
concerned parties.

A hearing to consider approval of the proposed employment of PwC
is scheduled for July 15, 2009.  Creditors and other concerned
parties have until July 8, 2009, to file their objections.


                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


MADAME TONGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Madame Tongs, LLC
        256 Elm Street
        Southampton, NY 11968

Bankruptcy Case No.: 09-74963

Chapter 11 Petition Date: July 1, 2009

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

Judge: Robert E. Grossman

Debtor's Counsel: Edward Zinker, Esq.
                  278 East Main Street
                  P.O. Box 866
                  Smithtown, NY 11787-0866
                  Tel: (631) 265-2133
                  Email: mail@zandhlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Edmund H. Kleefield, managing member of
the Company.


MAGNA ENTERTAINMENT: Wants Plan Filing Period Extended to Oct. 1
----------------------------------------------------------------
Magna Entertainment Corp., et al., seek an extension of their
exclusive right to file a plan through and including October 1,
2009, and their exclusive right to solicit acceptances thereof
through and including November 30, 2009.  This is the Debtors'
first request to extend the exclusive periods.

The Debtors tell the Court that they are in the midst of pursuing
the sale of some of their most significant assets, including,
racetrack and non-racetrack assets.  The Debtors add that although
the sales process for its assets is well underway, the bid
deadline set by the bid procedures order has not yet passed, and
thus, any chapter 11 plan at this juncture would be, at best,
"based on pure speculation as to the disposition of these assets."

                  About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MANDOLIN INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mandolin Investment Group, LLC
        6202 Richmanor Terrace
        Upper Marlboro, MD 20772

Bankruptcy Case No.: 09-22037

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: James A. Vidmar Jr., Esq.
                  Logan, Yumkas, Vidmar & Sweeney LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798
                  Email: jvidmar@loganyumkas.com

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

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

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

          http://bankrupt.com/misc/mdb09-22037.pdf

The petition was signed by John Nelson, member of the Company.


MARK IV: Court Okays $90 Million DIP Financing Agreement
--------------------------------------------------------
Mike McNulty at Rubber & Plastics News reports that the U.S.
Bankruptcy Court for the Southern District of New York has
approved a $90 million debtor-in-possession financing agreement
that Mark IV Industries Inc. reached with a loan syndicate led by
JP Morgan Chase.

Citing a Mark IV spokesperson, Rubber & Plastics News relates that
the loan allows the Company to continue running its operations,
pay employee wages and benefits, and purchase goods and services,
as it restructures its business.  According to the report, the
spokesperson said that a portion of those funds also will be used
for Mark IV's operation outside the U.S. to ensure that it has
ample working capital for its business units.

Jesse Burbage, an attorney with the Atlanta law firm of Burbage &
Weddell L.L.C., said that the approval of the DIP Financing
agreement will give Mark IV's secured creditors 92% ownership of
the Company, while unsecured creditors would get an 8% stake,
Rubber & Plastics News states.

Rubber & Plastics News, citing Mr. Burbage, says that the
ownership change won't occur until Mark IV completes its
reorganization plan, which should take 60 to 90 days because Mark
IV is trying to work through an existing framework, but when it
does happen, the Company should be "in decent shape because the
creditors are holding the key.  When the creditors own the equity
you've turned the entire loan into equity."

Headquartered in Amherst, New York, Mark IV Industries, Inc. --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment. The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio
frequency, and information display, technologies. The company has
a geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV Industries, Inc. and 17 affiliates filed for chapter 11 on
April 30, 209 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Judge
Stuart M. Bernstein presides over the case.  Jay M. Goffman, Esq.,
J. Eric Ivester, Esq., and Matthew M. Murphy, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as the Debtors' counsel.
David Orlofsky, Managing Director; Tadd Crane, Director; Jose
Alvarez; and Jeffrey Genova at Zolfo Cooper serve as Restructuring
Advisors.  David Hilty and Saul Burian, Managing Directors at
Houlihan Lokey, serve as Investment Bankers and Financial
Advisors.  Sitrick and Company acts as Public Relations Advisor.
Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett LLP,
represents JPMorgan Chase Bank, N.A., the First Lien Agent and the
DIP Agent.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represents the Creditors' Committee.

The Debtors disclosed $100 million to $500 million in estimated
assets and more than $1 billion in debts when they filed for
bankruptcy.


MEDIANEWS GROUP: Denies Possible Bankruptcy; Lender Talks Go On
---------------------------------------------------------------
MediaNews Group Inc. has denied a report that the Company proposed
a refinancing plan to its bank lenders that would cause a change
in control of the Company and possibly involve a bankruptcy
filing.

MediaNews said that the story is inaccurate in almost all
respects.  MediaNews is in talks with its bank lenders to
restructure its balance sheet, including an exchange of some of
its bank debt for equity in the Company.

Proposals to MediaNews' lenders do not include a change in control
of the Company, nor do they include proposals for any bankruptcy
filings, as the rumors suggest.

MediaNews remains in compliance with its bank agreements while
refinancing discussions continue.

Headquartered in Denver, Colorado, MediaNews Group Inc. is a
large newspaper publishing company. For the LTM period ended
September 30, 2008, the company reported pro-rata revenues of
approximately $1.2 billion.

                          *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on the secured credit facilities of MediaNews Group Inc. to 'CCC'
(at the same level as the 'CCC' corporate credit rating on the
company) from 'CCC+'.  The recovery rating on these loans was
revised to '4', indicating S&P's expectation of average (30% to
50%) recovery for lenders in the event of a payment default, from
'2'.  S&P also lowered the issue-level rating on Freedom's secured
credit facilities to 'CCC' (one notch lower than the 'CCC+'
corporate credit rating on the company) from 'CCC+'.  The recovery
rating was revised to '5', indicating S&P's expectation of modest
(10% to 30%) recovery for lenders in the event of a payment
default, from '3'.


MEDINA GLASS: Emerges From Chapter 11 Bankruptcy
------------------------------------------------
Arielle Kass at Crain's Cleveland Business reports that Medina
Glass Block Inc. has emerged from Chapter 11 bankruptcy with a
reorganization plan that includes closing seven stores and the
elimination of a division that sold and installed residential
windows.

According to Crain's, Medina Glass Chief Operating Officer Bud
Kirkpatrick said that the Company will continue to sell the block
windows wholesale to distributors, but will no longer sell them on
its own.  The report quoted him as saying, 'The residential
business was unprofitable with a declining economy.  We're much
stronger from a financial standpoint, from a focus standpoint."

Medina Glass will primarily be known as MGB Inc., Crain's relates,
citing Mr. Kirkpatrick.

Mr. Kirkpatrick said that stores that were closed were on the East
Coast, Pennsylvania, Kentucky, and Indiana, Crain's reports.

Medina, Ohio-based Medina Glass block --
http://www.medinaglassblock.com/-- is a privately held company
which makes glass block windows, showers, bars and other home-
builder and home-improvement features.  It has about 100
employees.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on November 25, 2008 (Bankr. N.D. Ohio Case No. 08-
54333).  Daniel A DeMarco, Esq., at Hahn Loeser & Parks LLP
assisted the Debtors in their restructuring efforts.  Medina Glass
listed $1,000,000 to $10,000,000 in assets and $100,000 to
$500,000 in debts.


MERCURY COMPANIES: Plan Filing Period Extended to August 7
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
extended Mercury Companies Inc. and its debtor affiliates'
exclusive period to propose a Chapter 11 plan through August 7,
2009, and their exclusive period to solicit acceptances thereof
through October 6, 2009.

This is the fourth extension of the Debtors' exclusive periods.

The Debtors told the Court that they have not yet completed the
review of claims that were filed in these cases, which will have a
significant impact on the structure of its plan.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Daniel J. Garfield, Esq., and
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, and
Vikki L. Vander Woude, Esq., at Manatt Phelps & Phillips,
represent the Debtors as counsel.  Lars H. Fuller, Esq., at Baker
Hostetler, represent the official committee of unsecured creditors
appointed in the case.


MILLENNIUM STATE: Closed; State Bank of Texas Assumes Deposits
--------------------------------------------------------------
Millennium State Bank of Texas, Dallas, Texas, was closed July 2
by the Texas Department of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with State Bank of Texas, Irving, Texas, to assume all
of the deposits of Millennium State Bank of Texas.

In observance of the 4th of July holiday, the sole office of
Millennium State Bank of Texas will reopen on Monday as a branch
of State Bank of Texas.  Depositors of Millennium State Bank of
Texas will automatically become depositors of State Bank of Texas.
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 State Bank of Texas
can fully integrate the deposit records of Millennium State Bank
of Texas.

Over the holiday weekend, depositors of Millennium State Bank of
Texas 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 June 30, 2009, Millennium State Bank of Texas had total
assets of approximately $118 million and total deposits of $115
million.  State Bank of Texas agreed to purchase essentially all
of the failed banks assets.

Customers who have questions about July 2's transaction can call
the FDIC toll-free at 1-800-451-1093.  The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT. Customers who would like more information about
July 2's transaction can also visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $47 million.  State Bank of Texas' acquisition of all the
deposits was the "least costly" resolution for the DIF compared to
alternatives.  Millennium State Bank of Texas is the 51st FDIC-
insured institution to fail in the nation this year and the first
in Texas. The last bank to fail in the state was Sanderson State
Bank, Sanderson, on December 12, 2008.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution.  The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


MULTI MATTRESS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Multi Mattress Corp.
        Po Box 8187
        Caguas, PR 00726-8187

Bankruptcy Case No.: 09-05468

Chapter 11 Petition Date: July 1, 2009

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

Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq.
                  Po Box 371
                  Puerto Real
                  Fajardo, PR 00740
                  Tel: (787) 860-1719
                  Email: fjramos@coqui.net

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
7 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/prb09-05468.pdf

The petition was signed by Jose E. Martinez Pena, president of the
Company.


NEFF CORP: Moody's Cuts Probability of Default Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the probability of
default ratings of Neff Corp. to Caa3 from Caa1.  The speculative
grade liquidity rating has been downgraded to SGL-4 from SGL-3.
The outlook is negative.

The downgrade follows price and utilization rate declines over a
challenging Q1-2009 and the potential for the company to face
liquidity difficulties in coming quarters as the impact of low
equipment rental demand, and pressure from fleet depreciation and
declining used equipment prices diminishes availability under the
asset-based revolving credit facility.  The Caa3 rating also
contemplates some possibility that the company's December 2008
debt exchange transaction lowered Neff's annual interest burden
enough that the company may span what should be a difficult non-
residential construction environment through 2010.

The SGL-4 rating reflects a weak liquidity profile.  The weakness
stems from: 1) limited availability remaining under Neff's asset-
based revolving credit line; 2) Moody's view that depreciation and
fleet valuation declines will probably outpace Neff's ability to
generate cash for revolver pay down, raising the possibility of an
overdraw.

The negative outlook reflects Moody's concern that Neff's credit
profile may decline further due to the expectation that non-
residential construction activity should decline through 2010 and
pressure on used equipment prices should continue near-term.

Other ratings affected:

  -- Corporate family to Caa3 from Caa1

  -- $290 million 2nd lien term loan due 2014 to Ca, LGD 5, 74%
     from Caa2, LGD 5, 76%

  -- $35 million 10% senior unsecured notes due 2015 to Ca, LGD 6,
     95% from Caa3, LGD 6, 97%

Moody's last rating action on Neff occurred December 17, 2008 when
the Caa1 corporate family rating was confirmed.

Neff Corp. is a multi-regional equipment provider with 66 branches
in 14 states predominately throughout the mid-Atlantic, southern
and western regions of the United States.  Revenues for the 2008
totaled approximately $277 million.


NORTH CADDO: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------
Debtor: North Caddo Property, LP
        P.O. Box 8333
        Greenville, TX 75404

Bankruptcy Case No.: 09-34120

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Debtor's Counsel: Susan P. Crawford, Esq.
                  Craddock Davis & Krause, LLP
                  3100 Monticello Ave., Ste. 550
                  Dallas, TX 75205-3466
                  Tel: (214) 750-3550
                  Fax: (214) 750-3576
                  Email: scrawford@crdlawfirm.com

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

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

The Debtor identified Hunt County with an unliquidated tax claim
for $70,000 as its largest unsecured creditor. A list of the
Company's largest unsecured creditor is available for free at:

           http://bankrupt.com/misc/txnb09-34120.pdf

The petition was signed by Cliff Jones, CEO and presidnet of the
Company.


NORTHEASTERN REAL: Seeks August 3 Extension to File Schedules
-------------------------------------------------------------
Northeastern Real Properties, Ltd. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Ohio to:

   -- extend until Aug. 3, 2009, their time to file their
      schedules of assets and liabilities, schedules of current
      income and expenditures, schedules of executory contracts
      and unexpired leases and statements of financial affairs,
      individual creditor matrices;

   -- file a single list of their 30 largest unsecured creditors
      on a consolidated basis.

The Debtor assures the Court that the motion is in the best
interest of the estate, creditors and parties-in-interest.

Headquartered in Uniontown, Ohio, Northeastern Real Properties,
Ltd., operate a land development company that purchases tracts of
undeveloped land to subdivide and sell in individual parcels.

The Company and its affiliates filed for Chapter 11 on June 18,
2009 (Bankr. N. D. Ohio Case No. 09-62467).  Marc Merklin, Esq.,
at Brouse McDowell, LPA represents the Debtors in their
restructuring efforts.  The Debtors has assets and debts both less
than $50 million.


NORTHEASTERN REAL: Section 341(a) Meeting Scheduled for August 6
----------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Northeastern Real Properties, Ltd., and its debtor-affiliates'
Chapter 11 case on August 6, 2009, at 10:30 a.m.  The meeting will
be held at Frank T. Bow Fed Bldg, 201 Cleveland Ave SW, Basement
B-13, Canton, Ohio.

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

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

Headquartered in Uniontown, Ohio, Northeastern Real Properties,
Ltd. operate a land development company that purchases tracts of
undeveloped land to subdivide and sell in individual parcels.

The Company and its affiliates filed for Chapter 11 on June 18,
2009 (Bankr. N. D. Ohio Case No. 09-62467).  Marc Merklin, Esq.,
at Brouse McDowell, LPA represents the Debtors in their
restructuring efforts.  The Debtors has assets and debts both less
than $50 million.


OPUS EAST: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------
Opus East LLC has filed for Chapter 7 liquidation in the U.S.
Bankruptcy Court for the District of Delaware.

Tierney Plumb at Bizjournals.com reports that Opus East's parent,
Opus Corp., said in June that it retained a legal counsel to
explore bankruptcy or restructuring for the Company and Opus West
Corp.

Bizjournals.com quoted Opus Corp. Chairman and CEO Mark Rauenhorst
as saying, "Declining real estate values and tight credit markets
continue to impede the refinancing of assets and restructuring of
lending agreements.  We are taking the actions announced today
[July 1] to liquidate Opus East's portfolio and allow for the
restructuring of Opus West's operations."

According to Bizjournals.com, Opus East's finances have been
dragged down by its $35 million investment in constructing the
National Oceanic and Atmospheric Administration Center for Climate
and Weather Prediction project in College Park.  Opus East,
Bizjournals.com relates, said that it hasn't been paid by the
General Services Administration and has abandoned the unfinished
federal building.  Citing Opus Corp., Bizjournals.com says that
Opus East encountered problems with its finished 100 M St. SE
offices project when failed to close a deal with its contracted
buyer, MayfieldGentry Realty Advisors LLC.  The report quoted Opus
Corp. spokesperson Winston Hewett as saying, "100 M St. is part of
the bankruptcy filing as it stands.  That means MayfieldGentry was
not able to have resolution with their lender."

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.


OPUS WEST: Will File for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Opus Corp. said in a statement that its unit, Opus West Corp.,
will file for Chapter 11 bankruptcy protection early this month.

According to Jan Buchholz at Phoenix Business Journal, Opus Corp.
chairman and chief executive officer Mark Rauenhorst blamed the
decline in real estate values and "persistently difficult credit
market conditions," as the prime reasons for the bankruptcy
actions.

Business Journal relates that Opus West's Hill Country Galleria
shopping center outside Austin, Texas, is at the center of a
$160 million lawsuit filed by a consortium of lenders led by Bank
of America in the in Maricopa Superior Court.  Business Journal
states that the center is built, but Opus West, along with its
partners collectively called Hill Country Galleria LP, failed to
secure permanent financing.  After the lawsuit was filed, then
Opus West CEO and president Tom Roberts resigned to pursue other
opportunities.

Opus West Corp. is based in Phoenix.  Opus West has developed
several large office and retail projects in the Sacramento region
in the past few years.  In Natomas, the company built two office
buildings in the Gateway Corporate Center and a retail development
near Truxel Boulevard.  Its portfolio also includes the Corporate
Center in Roseville, Broadstone Plaza in Folsom and Rocklin
Corporate Plaza.

Opus West Corp. and Opus East LLC are independent operating units
of Opus Corp.


PHOENIX COYOTES: Don Maloney Reaches Pact With NHL on Payroll
-------------------------------------------------------------
Andrew Bagnato at The Canadian Press reports that Phoenix Coyotes
General Manager Don Maloney has reached an agreement with the
National Hockey League on a payroll that will let the financially
strapped team to be competitive.

According to The Canadian Press, Mr. Maloney wouldn't disclose his
projected payroll for 2009-10, but it's expected to be about
$43 million, which is in line with the 2008 payroll.

Mr. Maloney, The Canadian Press relates, said that he's been able
to go about his business despite the bankruptcy proceedings and a
looming sale.

The Canadian Press quoted NHL deputy commissioner Bill Daly as
saying, "Don has come forward with player budgets, operating
budgets that were consistent with his long-term vision and plan.
He's had no pushback, either from the [Jerry] Moyes group or the
National Hockey League, so I would say that he's been given the
latitude to execute on the plan he has for the growth of this
franchise."

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

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


PIZZA PARTNERS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Dayton Business Journal reports that Pizza Partners of Cincinnati
LP, Pizza Partners of Ohio Ltd., and other Cici's Pizza
franchisees have filed for Chapter 11 Bankruptcy Protection.

According to Business Journal, franchisees in these states are
included in the bankruptcy filing:

     -- Texas,
     -- Maryland,
     -- South Carolina,
     -- West Virginia,
     -- Indiana, and
     -- Florida.

Pizza Partners listed $1 million to $10 million in assets and
$10 million to $50 million in liabilities, and "various locations
in Cincinnati," Business Journal relates.

Pizza Partners of Cincinnati LP is a Cici's Pizza franchisee.


PLAZA MANAGEMENT: Chapter 15 Settlement Approved
------------------------------------------------
Plaza Management Overseas SA received approval from the U.S.
Bankruptcy Court for the District of New Jersey in Newark for a
settlement with an affiliate of Zurich-based Credit Suisse Group
AG, Bloomberg's Bill Rochelle reported.  The settlement covers
capital calls and "satisfies all obligations to creditors," the
bankruptcy judge said in his opinion, according to the report.

As reported by Troubled Company Reporter on May 27, 2009, the
Bankruptcy Court ruled that Plaza Management's bankruptcy in the
British Virgin Islands is the "foreign main proceeding."  Plaza
Management obtained the ruling after it presented the settlement
with Credit Suisse Group.

The Credit Suisse affiliate had previously argued in filing with
the U.S. Bankruptcy Court for the District of New Jersey that
there is "substantial evidence that the Debtors have attempted to
orchestrate a fraud" on lenders. Credit Suisse points to what it
called a "sham" settlement in which assets worth more than $340
million were transferred to a related party.  Saying it invested
more than $750 million, Credit Suisse then said that Plaza
Management is not eligible for Chapter 15 because the procedures
in the British Virgin Islands don't have court supervision and
aren't bankruptcy or insolvency proceedings.

British virgin Islands-based Plaza Management Overseas SA is a
family-owned manager of investment portfolios.  It filed for
Chapter 15 protection on March 18 (Bankr. D. N.J., Case No. 09-
16545).


PLIANT CORP: Exclusivity Period Ends, Apollo's Plan Up for Voting
-----------------------------------------------------------------
Steven Church at Bloomberg News reports that the Hon. Mary Walrath
of the U.S. Bankruptcy Court for the District of Delaware has
ended Plaint Corp.'s exclusive right to restructure the Company
and ruled that creditors should get a chance to vote on Apollo
Management LP's reorganization plan for Pliant Corp.

Bloomberg quoted Judge Walrath as saying, "We should let those
people with the greatest stake in the case make their decision."

Judge Walrath, Bloomberg relates, will consider sending the plans
out to creditors after a hearing in August.

Bloomberg states that Apollo Management, under its plan for
Pliant, would pay creditors with cash, stock in a new company, and
new secured notes.  Bloomberg notes that the most senior creditors
would get $89 million in cash and $236 million in new first-lien
notes, while general unsecured creditors would get 17.5% of what
they are owed in cash.

Court documents say that creditors who hold $393 million in
secured notes opposed Apollo Management's plan.

Bloomberg relates that Pliant's plan would give all the new stock
to the secured note holders, while other creditors -- including
the holders of $262 million in second-lien notes and unsecured
creditors -- would get warrants to buy new stock.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PRIME CAROLINA: Meeting of Creditors Scheduled for July 29
----------------------------------------------------------
The U.S. Bankruptcy Administrator for Western District of North
Carolina will convene a meeting of creditors in Prime Carolina,
LLC's Chapter 11 case on July 29, 2009, at 1:00 p.m.  The meeting
will be held at the Bankruptcy Courtroom, First Floor, 100 Otis
Street, Asheville, North Carolina.

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

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

Candler, North Carolina-based Prime Carolina, LLC filed for
Chapter 11 on June 19, 2009 (Bankr. W. D. N.C. Case No. 09-10698).
William E. Loose, Esq., at William E. Loose, Attorney at Law P.A.
represents the Debtor in its restructuring efforts.  The Debtor
listed total assets of $11,000,016 and total debts of $6,249,315.


PROLIANCE INT'L: Files for Bankruptcy; To Sell Assets for $21.5MM
-----------------------------------------------------------------
Proliance International, Inc., and its U.S. subsidiaries have
filed voluntary petitions in the U.S. Bankruptcy Court for the
District of Delaware under Chapter 11 of the U.S. Bankruptcy Code,
to address liquidity needs and preserve the value of their
business.

In connection with the filing, Proliance has entered into a
definitive agreement to sell substantially all of its North
American assets as a going concern for $21.5 million, in cash,
subject to adjustment, under a court supervised sale process under
section 363 of the U.S. Bankruptcy Code, to Centrum Equities XV,
LLC, a Tennessee based holding company which includes the Visteon
aftermarket business.  The Visteon aftermarket business was spun
off as an independent company in February 2008 from Visteon
Corporation of Michigan and sold to Centrum Equities XV, LLC.
Wynnchurch Capital, Ltd., a Chicago-based private equity firm, is
Centrum's financial partner in the Proliance transaction.

Charles E. Johnson, Proliance President and CEO said, "The filing
and agreement we are announcing represents the culmination of an
exhaustive process to evaluate all available options to address
the Company's liquidity constraints and is the only viable option
after reviewing all alternatives to maximize the value of the
Company for stakeholders, to provide the best possible opportunity
for associates and to provide that our customers' needs going
forward were met.

"The combination of Centrum's resources and industry expertise and
Proliance's manufacturing and distribution capabilities will help
get our business back on track faster and enable the combined
Company to serve its customers in an exemplary way," Mr. Johnson
said.  "Longer term, we believe ownership by Centrum will create a
stronger balance sheet and establish a solid platform which will
provide opportunity for growth."

Mr. Johnson explained the pressing need to access more capital to
service customers weighed heavily in the Company's decision
making.  "As has been reported in our prior public filings, we
have done everything possible to obtain a refinancing or to carry
out our sale of the business since February 2008, when tornados
destroyed our Southaven, MS warehouse and much of the inventory,"
he said.  "However, the condition of the financial markets has
made it impossible to find a viable financing package outside
bankruptcy."

Roger Brown, President and CEO of Centrum Equities XV, LLC said,
"We are excited about this opportunity to put together these two
leading companies in the automotive aftermarket.  We strongly
believe that the combination with Proliance, along with the
financial investment to be made, will provide for unparalleled
service in the industry."

The filing does not include Proliance's non U.S. entities or
operations.  Proliance is in the process of marketing its NRF
subsidiary in Europe.  The bankruptcy filing listed approximately
$133.5 million of liabilities, including approximately
$40.1 million under Proliance's secured credit facility.
Proliance's restructuring counsel is Jones Day and its
restructuring and financial advisor is Broadpoint Capital, Inc.

            Proliance Seeks Delisting of Stock From NYSE

Proliance also has voluntarily requested the NYSE Amex Exchange to
delist its common stock from trading on the NYSE Amex Exchange.
This follows the Company's bankruptcy filing.  The Company does
not currently intend to relist its common stock on another
exchange as it expects there will be no recovery to the common
stockholders upon completion of the bankruptcy process.  The NYSE
Amex Exchange had previously halted trading of the Company's
common stock on June 24, 2009.

                   About Proliance International

Proliance International, Inc. (NYSE Amex: PLI), a leading global
is a leading global manufacturer and distributor of aftermarket
heat transfer and temperature control products for automotive and
heavy-duty applications serving North America, Central America and
Europe.


PROSPECT MEDICAL: Files Financial Information for Brotman
---------------------------------------------------------
Prospect Medical Holdings, Inc., has filed a Report on Form 8-K/A
with the Securities and Exchange Commission containing the
required stand-alone audited and unaudited financial statements,
together with pro forma financial information, for Brotman Medical
Center.  Effective April 14, 2009, Prospect increased its
ownership stake in Brotman from approximately 33% to approximately
72%, following Brotman's financial turnaround and successful
emergence from Chapter 11 Proceedings.

Brotman is expected to play an increasingly important role in the
Company's growth plans, with financial performance expected to
continue to improve as Prospect's proven hospital operating model
and experienced hospital management team are applied to that
operation.

Founded in 1924 and based in Culver City, California, Brotman is a
420 licensed-bed acute care hospital that offers a wide range of
inpatient and outpatient services, including a 24-hour emergency
room, rehabilitation, psychiatric care and chemical dependency
services.  Following several years of significant operating
losses, Brotman voluntarily filed for Chapter 11 Bankruptcy
Protection in October 2007.  Prospect's hospital management team,
along with Brotman's medical, administrative and other staff
worked together to substantially improve the hospital's
operations.  After non-recurring restructuring costs, Brotman is
now operating profitably for the first time in many years.

                   About Prospect Medical Holdings

Prospect Medical Holdings, Inc. (NYSE Amex: PZZ), operates five
hospitals in the greater Los Angeles area and manages the medical
care of approximately 183,000 individuals enrolled in HMO plans in
Southern California, through a network of approximately 14,000
specialist and primary care physicians.

As reported by the Troubled Company Reporter on July 1, 2009,
Prospect Medical and its lenders have entered into amendments to
Prospect's first and second lien credit agreements, waiving all
asserted events of default under those credit facilities,
borrowings under which totaled $137.8 million at March 31, 2009.
The Company also entered into an amendment and waiver of cross-
defaults under the Company's interest rate swap agreements related
to the loans.

The lenders had asserted that Prospect was in default of a
requirement to sell a certain business unit by a specified date.
The lenders had also asserted certain defaults associated with the
Company's incremental $2.5 million investment to acquire a
majority stake in Brotman Medical Center, Inc.  Prospect disputed
the lenders' characterization of these matters, while the parties
engaged in discussions that ultimately led to the successful
resolution reflected in the amendments.


PROVIDENT ROYALTIES: Has Until July 27 to File Schedules
--------------------------------------------------------
Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas extended until July 27, 2009, Provident
Royalties LLC's time to file its schedules and statements of
financial affairs.

Provident Royalties LLC owns working interests in oil and gas
properties primarily in Oklahoma.  Provident and its affiliates
filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No.
09-33886).  Judge Harlin DeWayne Hale presides over the case.
Kristen N. Beall, Esq., at Patton Boggs, LLP, represents the
Debtors in their Chapter 11 efforts.  Epiq Bankruptcy Solutions,
LLC, is the claims and noticing agent.  The Company estimated
assets and debts of $100 million to $500 million.


PSYSTAR CORP: Unfazed by Bankruptcy & Apple Lawsuit
---------------------------------------------------
Channel Wire reports that Psystar Corp., undaunted by bankruptcy
and a pending copyright infringement lawsuit filed by Apple Inc.,
has launched a new Mac clone that runs OS X.  According to Channel
Wire, Psystar suggested that it's planning to continue operating
despite its legal and financial entanglements.

According to Channel Wire, Psystar said in an e-mail, "As you all
may already be aware, in late May Psystar filed for Chapter 11
protection.  Although this was critical to our continued daily
operations, we now are ready to emerge and again battle Goliath."

As reported by the Troubled Company Reporter on June 30, 2009,
Apple sought approval from the Court to proceed with its case
against Psystar.  Apple filed a lawsuit against Psystar in the
U.S. District Court in San Jose before it filed for Chapter 11
bankruptcy protection.  Apple sued Psystar just three months after
the Company started selling its "Open Computer" with Max OS X in
April 2008.  Apple claims that Psystar has breached the software
license agreement protecting Apple's Leopard operating system and
that the Company's product was originally called the "OpenMac."
The Court then lifted an automatic stay of proceedings from
Psystar Corp.'s bankruptcy filing, allowing Apple to continue its
copyright infringement lawsuit against the Company.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


QUEBECOR WORLD: Receives Approval of U.S. and Canadian Plans
------------------------------------------------------------
Quebecor World Inc. and its affiliated debtors and debtors-in-
possession said that, following hearings held jointly in the
Quebec Superior Court and the U.S. Bankruptcy Court for the
Southern District of New York on June 30, 2009, the Quebec
Superior Court and the U.S. Bankruptcy Court rendered orders
sanctioning Quebecor World's Second Amended and Restated Plan of
Reorganization and Compromise and confirming the Third Amended
Joint Plan of Reorganization.

Both the Quebec Superior Court and the U.S. Bankruptcy Court ruled
that Quebecor World and its affiliated U.S. debtors and debtors-
in-possession had met all of the applicable statutory requirements
to sanction the Canadian Plan and confirm the U.S. Plan.  The
orders of the Quebec Superior Court and the U.S. Bankruptcy Court
allow for the possibility of Quebecor World and its affiliated
debtors and debtors-in-possession as well as other represented
stakeholders to appear before the Courts at a joint hearing to be
held on July 13, 2009 in order to report on the status of any
issues that remain outstanding relating to the terms of the new
securities to be issued by Quebecor World under the Plans.

The sanction of the Canadian Plan by the Quebec Superior Court and
confirmation of the U.S. Plan by the U.S. Bankruptcy Court follow
their respective approvals by the creditors of Quebecor World on
June 22, 2009.  Subject to the satisfaction of certain conditions
provided for in the Plans, Quebecor World therefore remains on
track with its current timetable and anticipates the consummation
of the Plans to occur in mid-July 2009.

"We are very pleased that our U.S. and Canadian Plans have been
approved by the U.S. Bankruptcy Court and the Quebec Superior
Court.  This is a major milestone in successfully restructuring
our Company to benefit all stakeholders," said Jacques Mallette,
President and CEO.  "We look forward to exiting creditor
protection in mid-July and moving forward with the implementation
of our business plan as a strong competitor in the industry."

                       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)


QVC INC: Moody's Withdraws 'Ba2' Rating on $500 Mil. Senior Loan
----------------------------------------------------------------
Moody's Investors Service withdrew the Ba2 rating on QVC, Inc.'s
proposed $500 million senior secured term loan B due to the
cancellation of the offering.  QVC's Ba2 Corporate Family Rating,
Ba3 Probability of Default Rating, Ba2 ratings on the existing
$3 billion senior secured March 2006 credit facility, and stable
rating outlook are not affected.  Moody's does not believe the
termination of the offering materially affects the company's
liquidity position as QVC had intended to use the proceeds to
retire a portion of the tranche 6-J and 6-W term loans that do not
mature until 2014.

Withdrawals:

Issuer: QVC, Inc.

-- Senior Secured $500 Million Term Loan B Credit Facility,
    Withdrawn, previously rated Ba2, LGD3 - 35%

Moody's last rating action on QVC was on June 19, 2009 when it
assigned these first-time ratings: Ba2 CFR, Ba3 PDR, and Ba2
senior secured bank credit facility.

QVC, headquartered in West Chester, Pennsylvania, is one of the
largest multimedia retailers in the world primarily targeting
female shoppers with a mix of beauty, fashion, jewelry and home
products.  QVC was founded in 1986 and has operations in the U.S.,
United Kingdom, Germany and Japan with plans to expand into Italy
in 2010.  The company is a wholly owned subsidiary of Liberty
Media Corp. and attributed to the Liberty Interactive tracking
stock.  Annual revenue is approximately $7.1 billion.


RITE AID: Moody's Changes Outlook to Stable; Affirms 'Caa2' Rating
------------------------------------------------------------------
Moody's Investors Service changed Rite Aid Corporation's rating
outlook to stable from negative.  In addition, Moody's upgraded
Rite Aid's speculative grade liquidity rating to SGL-3 from SGL-4.
All other ratings -- including the company's Caa2 Corporate Family
Rating and Caa2 Probability of Default Rating -- were affirmed.

The change in outlook to stable from negative and the upgrade to
SGL-3 acknowledge Rite Aid's improved liquidity given the
successful refinancing which eliminated Rite Aid's two September
2010 maturities.  Although Rite Aid intends to renew or refinance
the two receivable securitization facilities which expire in
September 2010, the company now has sufficient liquidity to repay
outstandings should these securitizations not be renewed or
refinanced.  Other than these securitization facilities, Rite
Aid's next nearest maturity is in 2012.  Rite Aid also
strengthened its liquidity by generating better than expected free
cash flow in the first quarter which allowed the company to repay
about $300 million of borrowing under it revolver.

The Caa2 Corporate Family Rating reflects Rite Aid's very highly
leveraged capital structure -- debt/EBITDA is currently about 9.6
times.  Moody's believes this level of leverage is unsustainable
over the medium term at the company's current level of operating
performance.  The rating also considers that Rite Aid's operating
results remain weak and that it will likely be unable to continue
to generate its current level of free cash flow once its inventory
levels normalize and it begins increase its capital expenditures.
This will likely make it challenging for the company to
significantly reduce its heavy debt burden.  Positive ratings
consideration is given to the solid fundamentals of the
prescription drug industry, and Rite Aid's large revenue base.

The stable outlook reflects Moody's expectation that Rite Aid will
remain very highly leveraged with weak credit metrics over the
next eighteen months.  It also reflects Moody's opinion that Rite
Aid's liquidity will remain adequate.

This rating is upgraded:

  -- Speculative grade liquidity rating to SGL-3 from SGL-4.

These ratings are affirmed and LGD point estimates changed:

  -- Corporate Family Rating at Caa2;

  -- Probability of Default rating at Caa2;

  -- First-lien bank facilities at B3 (LGD 2, 26% from LGD 2,
     28%);

  -- First-lien senior secured notes at B3 (LGD2, 26% from LGD 2,
     28%);

  -- Second-lien secured notes at Caa2 (LGD 4, 55% from LGD 4,
     59%);

  -- Guaranteed senior notes to Caa3 (LGD 5, 79% from LGD 5, 80%);

  -- Senior notes and debentures to Ca (LGD 6, 95%).

These ratings are withdrawn:

  -- $1.75 billion asset based revolving credit facility at B3
     (LGD2, 28%);

  -- $145 million senior secured term loan at B3 (LGD2, 28%).

The last rating action on Rite Aid was on June 8, 2009, when its
Corporate Family Rating was affirmed at Caa2 and its $410 million
senior secured first lien notes were assigned a B3.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, is
the third largest domestic drug store chain with about 4,900
stores in 31 states and the District of Columbia.  Revenues are
about $26 billion.


ROCK RIVER BANK: Harvard State Bank Assumes All Deposits
--------------------------------------------------------
Rock River Bank, Oregon, Illinois, was closed July 2 by the
Illinois Department of Financial and Professional Regulation,
Division of Banking, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with The Harvard
State Bank, Harvard, Illinois, to assume all of the deposits of
Rock River Bank.

The four offices of Rock River Bank will reopen on Monday as
branches of The Harvard State Bank. Depositors of Rock River Bank
will automatically become depositors of The Harvard 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 should continue to use
their existing branches until The Harvard State Bank can fully
integrate the deposit records of Rock River Bank.

Over the weekend, depositors of Rock River 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 April 30, 2009, Rock River Bank had total assets of $77
million and total deposits of approximately $75.8 million. The
Harvard State Bank paid a premium of 2.0 percent to acquire all of
the deposits of the failed bank. In addition to assuming all of
the deposits of the failed bank, The Harvard State Bank agreed to
purchase approximately $72.9 million of assets. The FDIC will
retain the remaining assets for later disposition.

The FDIC and The Harvard State Bank entered into a loss-share
transaction on approximately $51.3 million of Rock River Bank's
assets. The Harvard 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 July 2's transaction can call
the FDIC toll-free at 1-800-591-2903. The phone number will be
operational this evening until 9:00 p.m., Central Daylight Time
(CDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., CDT; on
Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m.
to 8:00 p.m., CDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $27.6 million.  The Harvard State Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to alternatives.  Rock River Bank is the 48th
FDIC-insured institution to fail in the nation this year, and the
ninth in Illinois. The last FDIC-insured institution to be closed
in the state was The First State Bank of Winchester, earlier July
2.

The six failed Illinois banks are all controlled by one family and
followed a similar business model that created concentrated
exposure in each institution. The failure of these banks resulted
primarily from losses related to the banks' investment in
collateralized debt obligations and other loan losses.


SCOTTISH RE: Posts US$1.7 Bln Net Income in 3-Mos. Ended March 31
-----------------------------------------------------------------
Scottish Re Group Limited has posted to its web site its
consolidated unaudited financial statements for the three month
period ended March 31, 2009.  For the three month period ended
March 31, 2009, Scottish Re reported net income attributable to
ordinary shareholders of US$1,711 million, or US$7.84 per diluted
ordinary share, as compared to a net loss attributable to ordinary
shareholders of US$735 million, or (US$10.75) per diluted ordinary
share, for the prior year period.  The net income attributable to
ordinary shareholders was driven by a US$642 million gain
associated with the sale to Hannover Ruckversicherung AG (Hannover
Re) of a block of individual life reinsurance business acquired by
the Company from ING in 2004 and a US$1,150 million non-cash gain
generated by the de-consolidation of Ballantyne Re plc from the
Company's consolidated financial statements.

The sale of the block of individual life reinsurance business to
Hannover Re was completed on February 20, 2009 and was effective
as of January 1, 2009.  The gain associated with the sale was
principally driven by a US$1,469 million reduction in investments,
offset by a US$1,903 million release of reserves for future policy
benefits and a US$208 million decrease in other net liabilities.
The release of liabilities in excess of the assets transferred
generated a GAAP gain; however, the sale of the block of
individual life reinsurance business to Hannover Re did not
generate any cash proceeds and provided limited additional
liquidity for the Company.

Ballantyne Re is a special purpose reinsurance vehicle
incorporated under the laws of Ireland.  Effective January 1,
2009, Ballantyne Re no longer is consolidated within the financial
statements of Scottish Re.  The de-consolidation of Ballantyne Re
has reduced the Company's consolidated total assets and
liabilities by approximately US$885 million and US$2,035 million,
respectively, and resulted in a one-time non-cash de-consolidation
gain of US$1,150 million.  This gain has no impact on the
Company's current or future liquidity position.

                      About Scottish Re

Scottish Re Group Limited (Pink Sheets:SKRRF) --
http:ww.scottishre.com/ -- is a global life reinsurance
specialist. Scottish Re has operating businesses in Bermuda,
Ireland and the United States.  Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd., and Scottish Re (U.S.), Inc.

                             *     *     *

As reported in the Troubled Company Reporter-Europe on
June 25, 2009, Fitch Ratings downgraded Scottish Re Group
Limited's Issuer Default Rating to 'CC' from 'CCC'.  Fitch
affirmed the Insurer Financial Strength of Scottish Re (U.S.) Inc.
at 'CCC'.  Fitch is withdrawing all SKRRF ratings.  Fitch will not
provide analytical coverage on SKRRF or its subsidiaries.


SET MATERIALS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Set Materials, Inc.
        800 Hull Road
        Ormond Beach, FL 32174

Bankruptcy Case No.: 09-05426

Chapter 11 Petition Date: July 1, 2009

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

Debtor's Counsel: Walter J. Snell, Esq.
                  Snell & Snell, P.A.
                  436 N Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334
                  Email: snellandsnell@mindspring.com

Total Assets: $3,835,055

Total Debts: $6,498,644

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

          http://bankrupt.com/misc/flmb09-05426.pdf

The petition was signed by Scott A. Drewry, vice president of the
Company.


SHELDON GOOD: Founding Chairman and CEO Leaves Post
---------------------------------------------------
Sheldon F. Good, founding chairman and CEO of Sheldon Good &
Company, is no longer associated with the Company.  He may instead
form his own company and will explore other business
opportunities.

Mr. Good served as chairman of the firm bearing his name from
April 1965 until May 2001 when his late son Steven L. Good and his
partners purchased the company from his father.  The elder Good
served as chairman emeritus of the new firm until the bankruptcy
court voided his agreement on June 25.  Sheldon Good has not been
involved in the leadership or administrative and financial
operations of the company since 2001.

"As a result of the recent bankruptcy proceedings of Sheldon Good
& Company, which has been led by Alan Kravets, president, and
Bruce Sayre, executive vice president, I am no longer associated
with the real estate auction and brokerage firm I founded and
profitably managed for more than four decades," said Sheldon F.
Good.  "I am relieved and now look forward to pursuing other
groundbreaking ventures."

New York-based Sheldon Good & Company Auctions, Northeast, LLC,
founded in 1965, is a leading real estate auction marketing firm
with offices in Chicago, New York, Phoenix, and Denver.  The
Company has sold more than 45,000 U.S. and international
properties in more than 100 different asset classes and produced
more than $10 billion in sales.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 24, 2009 (Bankr. S.D.N.Y. Case No. 09-12535).
As reported in the Troubled Company Reporter on April 28, 2009,
The Company filed for bankruptcy to remedy the effects of improper
actions taken by its former chairperson, Steven Good.  These
improprieties, which left the Company with a shortage of reserves
in the face of the current economic downturn, came to light
following his death in January 2009.  Heidi J. Sorvino, Esq., at
Smith, Gambrell & Russell, LLP, assists the Debtors in their
restructuring efforts.  Sheldon Good listed up to $50,000 in
assets and $500,001 to $1,000,000 in liabilities.


SHERBURNE COMMONS: Must File Sale Plan or Ch. 11 Plan by July 20
----------------------------------------------------------------
Mary Lancaster at The Nantucket Independent repots that the U.S.
Bankruptcy Court for the District of Massachusetts has ruled that
Sherburne Commons, Inc., either file a sales plan of action or a
Chapter 11 plan by July 20, indicating how resolution of the
Company will resolve its sale.

The Nantucket Independent states that the Court will freeze
Sherburne Commons' assets if the Company fails to come up with a
plan of action, to keep the elder retirement development afloat
and those funds will be used to close the development within five
days.  The Nantucket Independent relates that Sherburne Commons
has $450,000 left in its bank account, which could maintain
operations for three or four months.

According to The Nantucket Independent, Steven Cohen said that his
firm, Reade, Gullicksen, Hanley and Gifford, is working pro bono
with the Boston firm of Ropes and Gray to assist Sherburne Commons
in its dealings with the Sovereign Bank -- whom the Company owes
$29 million in mortgages -- the senior community's resident
committee, the prospective buyer, and the town to reach a solution
favorable to the Court by July 20.

Sherburne Commons, Inc., is a nonprofit senior citizen community.
It filed for bankruptcy protection on October 23, 2008, after
residency rates fell far below what was required by Sovereign Bank
to pay back its $29 million mortgage.  The Company hadn't missed a
payment on its $29 million debt with Sovereign Bank, but the bank
issued a demand notice on October 9, 2008, to force the
acceleration of payment on its loan.


SIX FLAGS: Extends Partnership With Chrysler Group
--------------------------------------------------
Six Flags, Inc., the world's largest regional theme park company,
announced a one-year extension of its successful partnership with
Chrysler Group LLC.  The corporate alliance agreement will give
millions of consumers a first-hand experience with Chrysler,
Jeep(R) and Dodge vehicles.

Chrysler will have a presence in 13 parks, adding three new
locations.  Additionally, Chrysler, Jeep and Dodge vehicles will
remain the Official Vehicles of Six Flags Theme Parks.

"With over 25 million guests annually, Six Flags provides the
ideal platform to showcase our line of Chrysler, Jeep, and Dodge
vehicles and strategically engage consumers through dynamic and
endemic marketing touch points in a fun and interactive way," said
Michael Accavitti, President & CEO, Dodge Brand and Chrysler Group
LLC Marketing.  "This partnership reminds consumers that Chrysler
is still producing a full portfolio of reliable vehicles that
capture the imagination and inspire loyalty."

"We're excited to continue our partnership with Chrysler," said
David McKillips, Six Flags SVP of Corporate Alliances.  "As
proven last season, Six Flags provides the ideal out-of-home
solution for marketers.  Our ability to develop and deliver a
full-circle marketing program offers Chrysler a unique platform
for in-park brand promotion, unfettered access to millions of
consumers, and a direct association with the worldwide leader in
thrills."

At each of the 13 parks, there will be interactive vehicle
displays, staffed by product specialists, which will be advertised
through eVite communications and in-park messaging.

The Chrysler, Jeep and Dodge brands will also sponsor the Six
Flags July 4th celebration at all Six Flags parks over the holiday
weekend.  The sponsorship includes tickets for each participating
dealer to use for in-dealership test-drives and vehicles to lead
each park's park parade.

In conjunction with the summer release of "Terminator Salvation,"
in which the Jeep Wrangler plays a supporting role, the Jeep brand
will sponsor the new Terminator(R) Salvation(TM): The Ride roller
coaster at Six Flags Magic Mountain in Los Angeles.  The Jeep
Wrangler used in the movie will be on display at the park.

    The 13 participating Six Flags theme parks are:

       -- Six Flags Great Adventure; Jackson, NJ
       -- Six Flags Wild Safari; Jackson, NJ
       -- Six Flags Magic Mountain; Valencia, CA
       -- Six Flags Discovery Kingdom; Vallejo, CA
       -- Six Flags Great America; Gurnee, IL
       -- Six Flags Kentucky Kingdom; Louisville, KY
       -- Six Flags Over Texas; Arlington, TX
       -- Six Flags Fiesta Texas; San Antonio, TX
       -- Six Flags Over Georgia; Austell, GA
       -- Six Flags New England; Agawam, MA
       -- Six Flags America; Largo, MD
       -- Six Flags St. Louis; Eureka, MO
       -- The Great Escape & Splashwater Kingdom; Lake George,
          NY

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Seeks August 12 Extension for Schedules and Statements
-----------------------------------------------------------------
Pursuant to Rule 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, Premier International Holdings, Inc., Six
Flags, Inc., and their debtor affiliates, are required to file
(i) schedules of assets and liabilities, (ii) schedules of
executory contracts and unexpired leases, and (iii) statements of
financial affairs by June 28, 2009.

Under Rule 1007-1(b) of the Local Rules of Bankruptcy Practice
and Procedure of the U.S. Bankruptcy Court for the District of
Delaware, the deadline for filing the schedules is automatically
extended for an additional 15 days if the Debtor has more than
200 creditors and the petition is accompanied by a list of
creditors.  The Debtors have more than 200 creditors and have
filed their list of creditors with the Court.

By this motion, the Debtors ask the Court to extend the date by
which the Schedules must be filed until August 12, 2009.

Recognizing the importance of the Schedules in these Bankruptcy
Cases, the Debtors intend to complete them as quickly as possible
under these circumstances, L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, tells the Court.
Completing the Schedules, however, requires the Debtors to
collect, review, and assemble a substantial amount of
information.  Due to the number of the Debtors' creditors, the
size and complexity of the Debtors' business, the diversity of
their operations and assets, and the limited staffing available
to gather, process, and complete the Schedules, the Debtors do
not believe the 30-day period provided under Rule 1007(c) and
Local Rule 1007-1(b) will be sufficient, Ms. Good contends.

Granting the Debtors additional time to bring their books and
records up to date and reconcile prepetition transactions will
aid the Debtors' efforts to make the Schedules as accurate as
possible, Ms. Good asserts.

The Court will convene a hearing on July 13, 2009, to consider
approval of the request.  Pursuant to Rule 9002-6 of the Local
Rules of Delaware, the Debtors' Schedules Filing Deadline is
automatically extended until the conclusion of that hearing.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: U.S. Trustee Opposes Kurtzman Carson's Rates
-------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, disagrees with, and asks the U.S. Bankruptcy Court for the
District of Delaware to deny approval of, Six Flags Inc.'s motion
to appoint Kurtzman, Carson, & Consultants, LLC, as their claims,
noticing and balloting Agent.

Ms. DeAngelis complains that the proposed payment for KCC is far
superior to those of any other party in the Debtors' bankruptcy
cases.  The Debtors propose to pay KCC for its rates set forth in
the fee structure plus a $50,000 retainer.

Ms. DeAngelis comments that the payment provisions provide an
appropriate level of "risk minimization," making the retainer
nothing more than an unnecessary encumbering and binding of
estate funds and resources.

The Court will convene a hearing to consider the U.S. Trustee's
objection on July 13, 2009.  Replies, if any, to the U.S.
Trustee's objection are due July 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE: Creditors Seek Prompt Payment of 503(b)(9) Claims
----------------------------------------------------------------
In separate filings, these creditors seek the allowance and
immediate payment of their administrative expenses pursuant to
Section 503(b)(9) of the Bankruptcy Code, relating to the prior
delivery of goods to the Debtors, 20 days before the Petition
Date and in the ordinary course of business.

The Creditors are:

                                                       Amount
  Creditors                                            Asserted
  ---------                                            --------
  DCP Midstream Marketing LLC f/k/a Duke               $809,940
     Energy Services Marketing LP

  Diversified Energy, Inc.                              296,729
  Andritz, Inc.                                         276,993
  Southwestern Virginia Gas Company                      53,915
  Industrial Pallet LLC                                  39,498

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Files Complaint Against ERISA Plaintiffs
-------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates have filed a
complaint against Mark W. Mayer, Larry C. Welsh and Brandi Young,
individually, and to the extent they are deemed to be acting on
behalf of the Smurfit-Stone Container Corporation Savings Plan,
the Jefferson Smurfit Corporation Hourly Savings Plan, the
Smurfit-Stone Container Corporation Hourly Savings Plan, and the
St. Laurent Paperboard Hourly Savings Plan, and all others
similarly situated participating in a lawsuit -- the ERISA Lawsuit
-- they filed on May 18, 2009 in the United States District Court
for the Northern District of Illinois.

The ERISA Plaintiffs asserted that they were participants in the
Plans during what they allege to be a "Class Period" from January
28, 2008 to the present.  They brought the ERISA Lawsuit
purportedly on behalf of themselves individually, the Plans, and
a potential class of all current and former participants in the
Plans for whose individual accounts the Plans held shares of SSCC
common stock during the Class Period.  They state in their
Complaint that there are, "at a minimum, thousands of members" of
the potential class."

The ERISA Lawsuit names as defendants the Debtors' CEO, Patrick
Moore, and the Administrative Committee of the Smurfit-Stone
Container Corporation Retirement Plans and its individual
members, including Paul K. Kaufmann and John Does 1-20, all of
whom are key executives and officers of the Debtors and deeply
engaged in bankruptcy-related work on the Debtors' behalf, James
F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates.

The ERISA Plaintiffs alleged that the ERISA Defendants breached
their fiduciary duties to the Plans and to the ERISA Plaintiffs
over the course of more than a year, with millions of dollars
lost as a result.

In their complaint, the Debtors seek an extension of the
automatic stay and temporary and preliminary injunctive relief.

Mr. Conlan tells the Court that the ERISA Lawsuit at this time
deeply threatens the Debtors' ability to successfully reorganize.
He explains that due to strong indemnification requirements,
whatever recovery the ERISA Plaintiffs may be awarded in the
ERISA Lawsuit ultimately will be the Debtors' responsibility.

"That recovery, according to ERISA Plaintiffs, may be 'millions
of dollars,' potentially exceeding, and certainly diminishing,
the Debtors' available insurance," Mr. Conlan notes.

Moreover, defending the ERISA Lawsuit will take tremendous time
and energy on the part of the very executives integral to
developing, negotiating, and gaining approval of Debtors' plan of
reorganization, Mr. Conlan tells the Court.

For these reasons, the Debtors ask the Court for a temporary
restraining order, as well as a preliminary injunction, staying
and enjoining all further proceedings in the ERISA Lawsuit until
the automatic stay applicable to the Debtors will expire.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Files 2008 Savings Plans Report on Form 11-K
-----------------------------------------------------------
On June 29, 2009, Smurfit-Stone Container Corporation delivered
to the Securities and Exchange Commission its 2008 annual report
on four savings plans:

  * Smurfit-Stone Container Corporation Savings Plan -- a
    defined-contribution plan covering employees of Smurfit-
    Stone Container Enterprises, Inc. and its adopting
    subsidiaries and affiliates except for (1) employees covered
    by a collective bargaining agreement that provides for
    retirement benefits, (2) nonresident aliens, and (3)
    substantially all hourly employees;

  * Jefferson Smurfit Corporation Hourly Savings Plan -- a
    defined-contribution plan covering all eligible hourly
    employees at facilities identified with Jefferson Smurfit
    Corporation (U.S.) prior to its merger into SSCEI;

  * Smurfit-Stone Container Corporation Hourly Savings Plan --
    a defined-contribution plan covering all eligible hourly
    employees of the SSCEI and its adopting subsidiaries and
    affiliates; and

  * St. Laurent Paperboard Hourly Savings Plan -- a defined-
    contribution plan covering all eligible hourly employees at
    facilities identified with St. Laurent Paperboard (U.S.),
    Inc. prior to its merger into SSCEI.

A full-text copy of the Smurfit-Stone's Form 11-K report is
available for free at: http://tinyurl.com/muoaqu


                      Smurfit-Stone Plans
         Statement of Net Assets Available for Benefits

                      SSCC         JSC        SSCCH         SLP
                      ----         ---        -----         ---
Cash                 $4,773        $920       $2,552          $0
Investments     473,850,661  55,236,597  150,689,764  25,995,041

Contrib. Rec.:
  Employee         767,110     118,272      349,807      79,372
  Employer       2,777,697     100,571      251,174      42,175
              ------------ ----------- ------------ -----------
Net assets      477,400,241  55,456,360  151,293,297  26,116,588

Adjustment        1,071,000     136,003      457,636      38,860
              ------------ ----------- ------------ -----------
Net assets     $478,471,241 $55,592,363 $151,750,933 $26,155,448
available for  ============ =========== ============ ===========
plan benefits


                      Smurfit-Stone Plans
   Statements of Changes in Net Assets Available for Benefits

                      SSCC         JSC        SSCCH         SLP
                      ----         ---        -----         ---
Additions:
Interest and    $19,747,514  $2,361,912   $6,167,642  $1,059,356
  dividends

Net transfer of           -           -            -     254,806
  participant
  accounts from
  affiliated
  plans

Contributions:
  Employees     29,215,254   4,260,232   13,897,035   2,436,395
  Employer      12,109,460     920,034    3,273,668     460,802
              ------------ ----------- ------------ -----------
Total            61,072,228   7,542,178   23,338,345   4,211,359

Deductions:
Net transfer of    (945,541)   (439,112)    (781,382)          -
  participant
  accounts to
  affiliated
  plans

Withdrawals by  (90,960,428)(12,476,027) (19,587,060) (3,317,858)
  participants

Administration     (114,955)    (25,382)     (45,373)     (6,393)
  expenses
              ------------ ----------- ------------ -----------
Total           (92,020,924)(12,940,521) (20,413,815) (3,324,251)

Net            (242,025,167)(32,464,111) (76,788,769)(13,406,540)
              ------------ ----------- ------------ -----------
Net decrease   (272,973,863)(37,862,454) (73,864,239)(12,519,432)

Net assets
available for
benefits:

Beginning       751,445,104  93,454,817  225,615,172  38,674,880
              ------------ ----------- ------------ -----------
End of year    $478,471,241 $55,592,363 $151,750,933 $26,155,448
              ============ =========== ============ ===========

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: PwC Bills $1.3 Million for March Work
----------------------------------------------------
These professionals, in separate filings, filed applications for
allowance of fees and reimbursement of expenses for work performed
in Smurfit-Stone Container Corp.'s Chapter 11 cases:

  Professional             Period          Fees      Expenses
  ------------             ------       ----------   --------
  PricewaterhouseCoopers   Mar. 2009    $1,367,147   $125,557
  LLP

  Sidley Austin LLP        Apr. 2009       935,305     19,912

  Bennett Jones LLP        May 2009         26,641      5,964

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, certifies that there were no objections to
the monthly fee applications of these professionals during these
periods:

  Professional                             Periods
  ------------                             -------
  Houlihan Lokey Howard & Zukin            Feb. 2009
  Capital, Inc.                            Mar. 2009
                                           Apr. 2009

  Bennett Jones LLP                        Apr. 2009

Studley, Inc. is asking the Court's approval of an aggregate of
$512,265 as compensation for services provided to the Debtors
from March 19, 2009, through June 15, 2009.  Studley did not
incur any expenses during the Period.

            Judge Approves Interim Fee Applications

Judge Shannon has approved the interim fee applications of these
professionals:

  Professional                          Period
  ------------                          ------
  Young Conaway Stargatt & Taylor LLP   Jan. 26 to Mar. 31, 2009
  Sidley Austin LLP                     Jan. 26 to Mar. 31, 2009
  Lazard Freres & Co. LLC               Jan. 26 to Mar. 31, 2009
  PricewaterhouseCoopers LLP            Jan. 26 to Feb. 28, 2009
  Ernst & Young LLP                     Jan. 26 to Feb. 28, 2009
  Armstrong Teasdale LLP                Jan. 26 to Mar. 31, 2009
  Kramer Levin Naftalis & Frankel LLP   Feb.  5 to Mar. 31, 2009

  Houlihan Lokey Howard & Zukin         Feb.  9 to Mar. 31, 2009
     Capital, Inc.

  Bennett Jones LLP                     Feb. 16 to Mar. 31, 2009
  FTI Consulting, Inc.                  Feb.  9 to Mar. 31, 2009


                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLUTIA INC: Withdraws Appeal on Nitro Tort Claimants' Fees
-----------------------------------------------------------
Solutia Inc. appealed under Section 158(a) of the Judiciary and
Judicial Procedure Code and Bankruptcy Rile 8001(a) to the U.S.
District Court for the Southern District of New York from the
March 24, 2009, final order entered by Judge Prudence Carter
Beatty of the U.S. Bankruptcy Court for the Southern District of
New York the Nitro, West Virginia Tort Claimants' application for
payment and reasonable fees and expenses.

Judge Thomas P. Griesa in the United States District Court for
the Southern District of New York has approved the stipulation
between Solutia Inc. and the Nitro, West Virginia Tort Claimants
for the voluntary dismissal of the Appeal.

Both Solutia and the Nitro Tort Claimants recognize that there
will be significant costs involved in further litigating the
matter and have decided to settle their disputes on the terms of
the Stipulation.

The parties agree that the Administrative Expense Bar Date has
passed and, accordingly, the Nitro Tort Claimants cannot seek any
additional attorneys' fees or costs related to Solutia's Chapter
11 cases or the Appeal.

The salient terms of the Stipulation include:

  (a) Solutia will pay $225,000 to the Nitro Tort Claimants in
      accordance with the payment instructions provided to
      Solutia by counsel for the Calwell Practice, PLLC and
      James F. Humphreys & Associates, LC.

  (b) The payment of the Settlement Amount will constitute full
      and complete payment and satisfaction of any and all
      amounts awarded by the Bankruptcy Court in the March 24,
      2009 Order.

  (c) Solutia will pay any and all court costs or fees that may
      be due, if any, as referenced in Rule 8001(c)(2) of the
      Federal Rules of Bankruptcy Procedure.

  (d) Each party will pay its own attorneys' fees and costs
      incurred in connection with the Appeal of the March 24,
      2009 Order.

Pursuant to the Stipulation and Rule 8001(c) of the Federal Rules
of Bankruptcy Procedure, parties of the Appeal stipulate and
agree to dismiss the Appeal.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SONORAN ENERGY: Section 341(a) Meeting Scheduled for July 20
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Sonoran Energy, Inc.'s Chapter 11 case on July 20, 2009, at
1:30 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 1100 Commerce St., Room 976, in Dallas, Texas.

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

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

Sonoran Energy, Inc. is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


SONORAN ENERGY: Wants Schedules Filing Extended Until August 3
--------------------------------------------------------------
Sonoran Energy, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas to extend until August 3, 2009, its
time to file its schedules of assets and liabilities and
statements of financial affairs.

The Debtor assures the Court that the extension is in the best
interest of the estate, creditors and parties-in-interest.

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


STANFORD GROUP: Receiver Releases Report on Account Freeze Status
-----------------------------------------------------------------
Stanford Financial Group court-appointed receiver Ralph Janvey
filed with the United States District Court for the Northern
District of Texas, Dallas Division, a report on the status of the
account freeze and release process regarding Stanford Group
Company and Stanford Trust Company accounts.  As stated in the
receiver's report:

    * Approximately 20,416 customers of Stanford Group
      Company and Stanford Trust Company (Louisiana)
      have had their accounts at Pershing, J.P. Morgan
      or SEI released from the Court-ordered freeze;

    * 299 customers of Stanford Group Company have
      brokerage accounts that remain subject to the
      account freeze because the owners are former
      senior management of the Stanford companies, former
      financial advisors who appear to owe amounts to
      the Estate or customers who have not taken any
      action to repay an outstanding loan or debit
      balance owed to the Estate;

    * An additional 531 customers of Stanford Group
      Company have brokerage accounts at Pershing or
      JP Morgan that remain subject to the account freeze
      because they contain or appear to contain CD proceeds;

    * 203 of the 531 Stanford Group Company customers
      noted above have submitted applications for review
      and possible release and the resolution of those
      applications is in progress;

    * 28 Stanford Group Company customers have entered
      stipulations which have been filed with the
      Court and which have resulted in the release of
      funds in excess of the amount of CD proceeds in
      the account;

    * 110 customers of Stanford Trust Company have accounts
      at SEI that remain subject to the account freeze
      because they contain or appear to contain CD proceeds;

    * US$17.6 million in CD proceeds is being held by the
      Receiver in escrow pursuant to stipulations with
      account holders; and

    * An estimated US$196 million of the funds that remain
      frozen at Pershing, JP Morgan and SEI, plus an
      additional amount not yet determined, are proceeds
      related to CDs which the Receiver believes are
      funds that should be part of the Receivership Estate.

                 About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on February 17,
charged Mr. Stanford and three of his companies for orchestrating
a fraudulent, multi-billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program.


STANFORD GROUP: SFO Freezes Owner's US$100Mln Assets in UK
----------------------------------------------------------
The Serious Fraud Office said it had frozen more than
US$100 million (GBP60 million) assets in the United Kingdom linked
to Stanford International Bank Limited owner Robert Allen
Stanford, Peter Taylor of Telegraph.co.uk News reports.  The
report relates SFO said it had frozen assets "at certain London
financial institutions" at the request of the U.S. Department of
Justice after securing an order from the Central Criminal Court in
April.

The report recalls Judge Stephen Kramer QC granted the order --
which freezes the assets pending the outcome of the criminal
proceedings brought by the Department of Justice -- within five
hours of the SFO's application on April 7.

                 About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on February 17,
charged Mr. Stanford and three of his companies for orchestrating
a fraudulent, multi-billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program.


STANFORD GROUP: Court Permits Investors to See Own Accounts
-----------------------------------------------------------
Judge David Godbey of the United States District Court for the
Northern District of Texas, Dallas Division, has issued an order
allowing individual investors of Stanford International Bank
Limited owner Robert Allen Stanford -- whose brokerage accounts
were ordered frozen while being reviewed by SFG court-appointed
receiver Ralph Janvey -- access to their funds by August 3.

The Court set a deadline of August 3, 2009, for the Receiver to
complete his review of frozen customer brokerage accounts at
Stanford Group Company and frozen accounts at Stanford Trust
Company.   During that time, the Receiver is to assess whether to
assert "claw back" claims against individual investors and to
assert any such claims in a proceeding ancillary to the
Receivership case, together with claims for prejudgment
attachment.  Any Stanford Group Company and Stanford Trust Company
accounts as to which no such claim has been asserted by noon on
August 3, 2009, will be unfrozen and released.  With respect to
Stanford Group Company and Stanford Trust Company accounts as to
which any claim is filed by the Receiver before that time, the
Receiver will request the Court to continue the freeze until the
claim is resolved.

The Order does not affect accounts frozen because the owners are
former senior management of Stanford companies, former financial
advisors who appear to owe amounts to the Estate, or customers who
have not taken any action to repay an outstanding loan or debit
balance owed to the Estate.

"The Court finds that the freeze has lasted long enough to permit
the Receiver to assess whether he has viable claims against the
various individual investors, and that it is time now for those
claims to be asserted and tested.  The Receiver has estimated that
he needs an additional ten weeks to complete his review of
accounts.  In view of the hardship the freeze is causing the
individual investors, the Court cannot leave the freeze in place
that long," Judge Godbey said in his 2-page order.

Bloomberg News recalls John Little, the court-appointed examiner,
recommended that the court release the bank accounts belonging to
innocent investors who had been unable to reach an accord with Mr.
Janvey.

"The order gives the receiver five more weeks to determine whether
he will assert additional 'clawback' claims against investors. I
expect he will do so," Mr. Little said in an e-mail obtained by
the news agency.  "The court will then have to determine whether
the pendency of those 'clawback' claims justifies a continued
freeze on the assets of the investors the receiver decides to
pursue," Mr. Little added.

                 About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, R. Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission on Feb. 17, charged
Mr. Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.


SPORTSMAN'S WAREHOUSE: Set for July 30 Confirmation Hearing
-----------------------------------------------------------
Sportsman's Warehouse Inc. is scheduled to ask the U.S. Bankruptcy
Court for the District of Delaware to confirm its proposed Chapter
11 plan at a hearing on July 30.  The Debtor has sent its Plan to
creditors for voting.

Under Sportman's plan, holders of general unsecured claims,
totaling $130 million, will receive their pro rata share of the
right to receive cash flow payment.  Holders are expected to
recover 15% of their claims.  Furthermore, the reorganized
Debtors will obtain an exit facility to:

   -- satisfy the debtor-in-possession facility claims;

   -- support other payments required to be made under the amended
      plan;

   -- pay transaction costs; and

   -- fund working capital and other general corporate purposes of
      the reorganized debtors following their emergence.

On the plan's effective date, the plan sponsor will provide a
$10 million loan to fund the operations of the reorganized
Debtors.  The Plan sponsor loan will be secured by the plan
sponsor lien.  Proceeds of the second lien collateral received in
connection with the sale or other disposition of, or collection
on, such second lien collateral upon the exercise of remedies with
respect thereto, shall be shared pro rata among the holders of
the plan sponsor lien and the critical vendor lien.

After the plan's effective date, the reorganized Debtors will
distribute up to $5 million to certain critical vendors to be
designated by the reorganized Debtors with the plan sponsor's
approval in exchange for:

   i) the critical vendor trade credit on terms reasonably
      satisfactory to the Reorganized Debtors for a period of at
      least two years; and

  ii) trade terms.

The critical vendor trade credit is trade credit on terms
reasonably satisfactory to the Reorganized Debtors, to be provided
by critical vendors to the reorganized Debtors for a period of at
least two years, in an amount not less than $15 million, as set
forth in the trade credit agreements to be entered into prior to
the effective date, which trade credit will be secured by the
critical vendor lien, and may include trade credit extended
subsequent to the effective date, as provided in agreements
reasonably satisfactory to the Reorganized Debtors in the plan.

Proceeds of the second lien collateral received in connection with
the sale or other disposition of, or collection on, such second
lien collateral upon the exercise of remedies with respect
thereto, will be shared Pro Rata among the holders of the plan
sponsor Lien and the critical vendor lien.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3e04

A full-text copy of the Debtors' plan is available for free at
http://ResearchArchives.com/t/s?3e05

                    About Sportsman's Warehouse

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates has 29
stores selling indoors and outdoor gears and equipment.  The
Companies filed for Chapter 11 bankruptcy protection on March 20,
2009 (Bankr. D. Del. Bankr. Case No. 09-10990).  Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher assists the Companies in
their restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  Roberta DeAngelis, U.S. Trustee for
Region 3, appointed seven members to the official committee of
unsecured creditors of Sportsman's Warehouse Inc.  Greenberg
Traurig LLP represents the Committee.  The Company listed assets
of $436 million against debt totaling $452 million as of Dec. 31,
2008.


STATEN ISLAND: Fitch Raises Ratings on Civic Bonds to 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded to 'BB+' from 'B+' the rating on
approximately $47.1 million of these New York City Industrial
Development Agency civic facility revenue bonds, (Staten Island
University Hospital Project):

  -- $16.4 million, series 2002C;
  -- $30.7 million, series 2001A and 2001B.

The Rating Outlook has been revised to Stable from Positive.

The rating upgrade reflects Staten Island University Hospital's
settlement with the federal Office of the Inspector General, its
growth in liquidity, and positive operating performance in 2008,
as well as the continued credit strength of its leading market
share and affiliation with North Shore Long Island Jewish Health
System (general revenue bonds rated 'A-', Negative Outlook by
Fitch).  In August 2008, Fitch upgraded SIUH to 'B+' from 'B' and
revised the Outlook to Positive from Negative, predicating further
positive rating action on SIUH executing the final OIG settlement
agreement and ending the year with a positive operating margin.
Both have been achieved.

As per the OIG settlement and as expected, SIUH made a one-time
payment of $76.5 million to the OIG and signed a five year
corporate integrity agreement.  The OIG had been investigating
graduate medical education reimbursement and other federal issues
at SIUH.  SIUH used a $60 million bank loan, with debt service
payments guaranteed by NSLIJ, and paid the remaining $16.5 million
out of cash flow in 2008.  The settlement marks the end of a
decade long series of investigations in which SIUH agreed to pay
approximately $206.6 million as part of separate agreements over
this time.  SIUH has already paid approximately half this amount
and the rest is due in various payments through 2020. SIUH will
make approximately $9 million in payments in 2009.  With the
investigation settled, the payment schedule for all settlements
finalized, and a corporate integrity agreement in place, a
significant amount of uncertainty in SIUH's credit profile has
been removed.

SIUH finished 2008 with a 1.7% positive operating margin
($11.4 million in operating income) and a 6.5% operating EBITDA,
both solid for Fitch's below investment grade category.  SIUH has
maintained positive operations through the first quarter of 2009
and is budgeting for a 2.2% operating margin ($15.2 million in
operating income), which Fitch expects SIUH to reach.  At year-end
2008, SIUH had 59.2 days cash on hand (based on $100.3 million in
cash and unrestricted investments), a pro forma cushion ratio of
3.4 times (x), and cash-to-debt of 66.9%.  All these show
improvement since 2005, when SIUH had 45.4 DCOH (based on
$67.1 million in cash and unrestricted investments), a pro forma
cushion ratio of 2.3x, and cash to debt of 59.5%.  In addition, as
of December 2008, SIUH's unrestricted investment portfolio was
composed of cash, United States government obligation, and
corporate bonds, with no exposure to equities or alternative
investments.

SIUH continues to maintain its leading market share in Staten
Island of 55.6% in 2006, approximately double that of its nearest
acute care competitor, Richmond University Medical Center, the
only other acute care hospital on Staten Island.  Outmigration
comprised an additional 16.5% of the Staten Island acute care
market in 2006. SIUH continues to benefit from its affiliation
with NSLIJ.  In 2008, for the first time, NSLIJ provided a
guarantee on SIUH debt service payments for the $60 million bank
loan for the OIG settlement.  SIUH does not receive any direct
financial support from NSLIJ and is not part of NSLIJ's obligated
group, but the guarantee further tightens the relationship between
SIUH and NSLIJ and is another indicator of SIUH's improved credit
profile.  SIUH's board is now fully merged into NSLIJ's board, and
SIUH continues to benefit from managed care leverage, group
purchasing opportunities, and strategic and clinical support
through the affiliation.

Fitch's credit concerns include the ability of SIUH to continue to
grow volumes and its future capital needs, as SIUH deferred
capital spending for most of the past decade.  SIUH is operating
at near capacity for inpatient services; its occupancy was 89% in
2008.  As a result, inpatient volume has been increasing at a slow
rate, while the solid growth in outpatient services that SIUH
experienced in the past few years is leveling off.  SIUH continues
to work to recruit new physicians in its primary service area as
well as expand its presence in its secondary service area of
Brooklyn.  SIUH has benefited from NSLIJ's throughput initiatives,
which helped reduce length of stay, increasing inpatient capacity.

This month SIUH will open a new emergency room (ER) on its south
campus.  The new ER will include urgent care and trauma treatment
areas and increase the number of available ER beds to 56 from 34,
with all beds becoming private.  The project cost $39 million and
was funded from the proceeds of a 2007 borrowing, existing bond
funds, and cash flow.  The expanded ER should help bring
additional volume to the hospital.  However, SIUH's ongoing
capital needs are a credit concern given the need to make up for
deferred capital spending and that additional debt may pressure
the credit.  SIUH has utilized capital leases and will use them to
fund its IT initiative and the purchase of a Da Vinci robot over
the next year.  A certain amount of debt capacity will open up in
the medium term as SIUH's debt service will lower in 2011 when
payments on its 1998 debt service drop to $7 million from $9.9
million a year to $2.9 million.  The 1998 series along with some
of the settlement payments will end over the next few years after
that further easing debt service.

The Stable Outlook reflects Fitch's belief that SIUH will maintain
current levels of profitability, which should continue to grow
SIUH's liquidity slowly over time.  In addition, it reflects the
lowering of SIUH's debt service over the next few years which
should provide SIUH with additional financial flexibility over the
medium term.

SIUH is a 672-staffed bed hospital with two campuses located in
Staten Island, New York.  SIUH had total operating revenue of
$654.8 million in fiscal 2008.  SIUH covenants to provide
quarterly disclosure to Fitch and bondholders.  Disclosure to
Fitch includes quarterly statements including a balance sheet,
income statement, and utilization statistics, and annual audited
financials.


STEELCASE INC: Moody's Downgrades Ratings on Senior Notes to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Steelcase's
senior unsecured notes to Ba1 following the company's announcement
of weak first quarter results and Moody's expectation of continued
weakness for the remainder of fiscal 2010.  At the same time,
Moody's assigned a Ba1 corporate family rating, a Ba1 probability
of default rating and an SGL 3 speculative grade liquidity rating.
These actions conclude the review for possible downgrade initiated
on June 12, 2009, which was the last rating action.  The rating
outlook is negative.

The downgrade reflects Steelcase's diminished operating
performance over the last year due to the global recession and the
severe and sudden contraction in capital spending.  Because the
company operates with a high degree of operating leverage, its
profitability is very volatile and fluctuates more than its top
line.  For example, revenue for the twelve months ended May 29,
2009, decreased 15% to $2.9 billion from $3.4 billion over the
last year, while operating profits decreased over 50% during the
same period.  While the pace of the decline may moderate going
forward, Moody's do not expect the company to return to its
previous levels of revenue or profitability in the near to medium
term.

The SGL 3 rating reflects Steelcase's adequate liquidity profile
highlighted by good cash and cash equivalent balances of around
$120 million, the ability to borrow against its COLI asset, which
was close to $200 million as of May 2009, offset by the
expectation of the lack of any meaningful free cash flow over the
next twelve months, and the possibility of a covenant violation in
the next couple of quarters.  Steelcase's liquidity profile also
reflects the maturity of its $200 million undrawn revolver in July
2010 as well as the maturity of its $250 million unsecured notes
in August 2011.

"The negative outlook reflects Moody's concern that the inherent
volatility in the company's business model coupled with limited
signs of improvement in capital spending in the near term may put
additional pressure on the company's operating performance" said
Kevin Cassidy, Senior Credit Officer, at Moody's Investors
Service.  The negative outlook also reflects the potential for a
covenant violation in the near term.

Ratings assigned:

  -- Corporate family rating at Ba1;
  -- Probability of default rating at Ba1;
  -- Speculative Grade Liquidity rating at SGL-3;

Rating downgraded/assessment assigned:

  -- $250 million 6.5% senior unsecured notes, due August 2011 to
     Ba1 (LGD 4, 62%) from Baa3;

Steelcase Inc., based in Grand Rapids, MI, is a supplier of office
furniture with approximately $2.9 billion in revenues for the
twelve months ended May 29, 2009.


STEPHEN ILLYEFALVI: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stephen A. Illyefalvi
        1238 Dockside Circle
        Baltimore, MD 21224

Bankruptcy Case No.: 09-21959

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Jeffrey M. Sirody, Esq.
                  Sirody, Freiman & Feldman
                  1777 Reisterstown Road, Suite 360 E
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410) 415-0744
                  Email: smeyers5@hotmail.com

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

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

A full-text copy of Mr. Illyefalvi's petition, including a list of
his 4 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/mdb09-21959.pdf

The petition was signed by Mr. Illyefalvi.


SUNSTATE WRECKER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sunstate Wrecker Service, Inc.
        3800 N. Florida Avenue
        Tampa, FL 33603

Bankruptcy Case No.: 09-14316

Chapter 11 Petition Date: July 1, 2009

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $498,441

Total Debts: $1,099,571

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

          http://bankrupt.com/misc/flmb09-14316.pdf

The petition was signed by Pedro J. Rodriguez, president of the
Company.


SWR OFFICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SWR Office Equipment, Inc.
        P.O. Box 1128
        Troy, AL 36081

Bankruptcy Case No.: 09-11310

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy,Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  Email: cam@emppc.com

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

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

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

          http://bankrupt.com/misc/almb09-11310.pdf

The petition was signed by Timothy Swindall, president of the
Company.


TERRY EUGENE DEAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Terry Eugene Dean
                  aka EMD General Construction, Inc.
                  aka Tremont Development Corp., Inc.
                  aka Dean Properties, Inc.
                  aka Cherokee Hills, Inc.
                  aka real estate builder/developer/realtor
               Eva Maria Dean
                  aka EMD General Construction, Inc.
                  aka Tremont Development Corp., Inc.
                  aka Dean Properties, Inc.
                  aka Cherokee Hills, Inc.
                  aka real estate builder/developer/realtor
               886 E. Doubletree Lane
               Springfield, MO 65810

Bankruptcy Case No.: 09-61493

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtors' Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  Email: bk1@dschroederlaw.com

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

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

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/mowb09-61493.pdf

The petition was signed by the Joint Debtors.


TEUFEL NURSERY: U.S. Trustee Sets Meeting of Creditors for July 28
------------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Teufel Nursery, Inc.'s Chapter 11 case on July 28, 2009, at
1:30 p.m.  The meeting will be held at the U.S. Trustee's Office,
620 SW Main St Rm 223, Portland, Oregon.

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

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

Headquartered in Portland, Oregon, Teufel Nursery, Inc. --
http://www.teufel.com/-- aka Teufel Landscape offers lawn and
gardening services.

The Company filed for Chapter 11 on June 24, 2009, (Bankr. D. Ore.
Case No. 09-34880) Robert J. Vanden Bos, Esq. at Vanden Bos &
Chapman represents the Debtor in its restructuring efforts.  The
Debtor has assets and debts both ranging from $10 million to
$50 million.


TRANSMERIDIAN EXPLORATION: Court Approves Disclosure Statement
--------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas approved Transmeridian Exploration
Inc.'s disclosure statement for a liquidation plan after the
Debtor agreed to make changes to the plan as part of an effort to
appease objecting creditor United Energy Group Ltd.

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.

                            *   *   *

According to the Troubled Company Reporter on June 24, 2009, the
United States Trustee informed the U.S. Bankruptcy Court for
the Southern District of Texas that it was unable to appoint an
Official Committee of Unsecured Creditors in the bankruptcy cases
of Transmeridian Exploration Incorporated.  The U.S. Trustee said
it had contacted unsecured creditors, but too few creditors
expressed an interest in being appointed to the Committee.


TRONOX INC: Kirkland Bills $2.8 Million for Jan.-March Work
-----------------------------------------------------------
Professionals retained in the Tronox Inc.'s bankruptcy cases filed
interim applications for the allowance of fees and expenses
incurred for the period from January 12, 2009, through March 31,
2009:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Kirkland & Ellis LLP          01/12/2009-  $2,797,263  $114,982
                              03/31/2009

Alvarez & Marsal North        01/12/2009-  $1,029,956   $48,037
America, LLC                  03/31/2009

Ernst & Young LLP             02/06/2009-    $911,213  $182,242
                              03/31/2009

Rothschild Inc.               01/12/2009-    $400,000   $12,169
                              03/31/2009

Togut, Segal & Segal LLP      01/12/2009-    $118,748    $3,959
                              03/31/2009

Kirkland & Ellis LLP serves as the Debtors' main counsel.
Alvarez & Marsal North America, LLC serves as the Debtors' crisis
managers.  Ernst & Young LLP is the Debtors' auditor and tax
advisor.  Rothschild Inc. is the Debtors' financial advisor and
investment banker.  Togut, Segal & Segal LLP serves as the
Debtors' conflicts counsel.

B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Paul, Weiss, Rifkind,         01/12/2009-   $595,940    $33,303
Wharton & Garrison LLP        03/31/2009

Jefferies & Company, Inc.     01/23/2009-   $343,548    $10,105
                              03/31/2009

Official Committee of         01/12/2009-         $0    $34,659
Unsecured Creditors           03/31/2009

Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as the
Creditors' Committee's main counsel.  Jefferies & Company, Inc.
is the Committee's financial advisor.

                     U.S. Trustee Responds

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
reviewed the Fee Applications of Kirkland & Ellis LLP; Paul,
Weiss, Rifkind, Wharton & Garrison LLP; Rothschild, Inc.; Ernst &
Young, LLP; and Togut, Segal & Segal LLP.

Upon review, the The U.S. Trustee Trustee asks the the Court to
maintain the 20% holdback pending the final resolution of the
Debtors Chapter 11 cases.

The Debtors' operating report for May 2009 reflects that the
Debtors have cash or cash equivalents of $18 Million.  According
to the U.S. Trustee, the Professionals have not provided any
information in the Fee Applications concerning the Debtors'
solvency at the stage in the Cases.

The U.S. Trustee says the results that the Professionals may
achieve in the Cases serve as an important factor in determining
the benefit conferred on the estates by the services provided by
the Fee Applicants.  The U.S. Trustee relates that the
Professionals have the burden of proving that the estates have
the means to pay the amounts sought in the Fee Applications.
Given that the results are still unknown, the U.S. Trustee
believes that the reductions are proper at this time:

Professional             Fees     Reduction  Expenses  Reduction
------------             ----     ---------  --------  ---------
Kirkland & Ellis LLP  $2,797,263   $631,952  $114,982   $11,500

Paul, Weiss, Rifkind,   $595,940   $122,500   $33,303         -
Wharton & Garrison
LLP

Rothschild Inc.         $400,000         -    $12,169     $9,053

Ernst & Young LLP       $911,213         -   $182,242          -

Togut, Segal & Segal    $118,748   $30,000     $3,959          -
LLP

The U.S. Trustee asks the Court to disallow these amounts:

Professional              Amount    Services Rendered
------------              ------    ------------------
Kirkland & Ellis LLP      $25,000   Allowance for services
                                    rendered by the firm's
                                    administrative staff, who
                                    K&E identifies as: "case
                                    assistant," "other,"
                                    "project assistant," "law
                                    clerk," "research
                                    specialist" and "technology
                                    services."

Paul, Weiss, Rifkind,      $2,693   Allowance for services
Wharton & Garrison                  rendered by the firm's
LLP                                 administrative staff,
                                    individuals which Paul Weiss
                                    identifies as "managing
                                    attorneys," "library,"
                                    "desktop systems" and
                                    "practice systems."

The U.S. Trustee asserts that many of the time entries made by
Firms' attorneys and paraprofessionals are vague and, thus, do
not comply with the U.S. Trustee Guidelines.

The U.S. Trustee further asserts that the services provided by
these individuals are a part of the Firms' overhead and,
therefore, they may not charge the Debtors' estates for these
services.

Togut seeks allowance of compensation for services rendered in
connection with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
totaling $60,000.  The U.S. Trustee says that the preparation of
the Debtors' Schedules does not require the skill level and
expertise of an experienced partner, and should have been
assigned to one of the firm's more junior lawyers.

The U.S. Trustee also asks the Court to direct Paul Weiss to
supplement its application with the appropriate explanation
for a "Dialog" charge totaling for $3,200.  The U.S. Trustee
reserves its right to object to the charge pending Paul Weiss'
supplementation.

                     Professionals Respond

(a) Kirkland & Ellis

"The reasonableness of the fees and expenses sought by [Kirkland]
for services rendered in the First Interim Fee Period should be
judged within the contours of these Chapter 11 cases and the
results that [Kirkland] has achieved for the benefit of its
client," Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New
York, responds.

Mr. Henes says there can be no question that Kirkland achieved
outstanding results for the Debtors in the First Interim Fee
Period, which results have benefited all of the stakeholders in
the Chapter 11 cases.

Indeed, Mr. Henes says, while the U.S. Trustee points out that
"every dollar expended on legal fees results in a dollar less
that is available for distribution to the creditors,"  it is
significant that the Official Committee of Unsecured Creditors'
and every other party in interest did not object to Kirkland's
Fee Application.  According to Mr. Henes, these parties know in
detail the work that Kirkland has performed for the benefit of
the Debtors' estates and have no objection to paying for it.

(b) Paul Weiss

Paul, Weiss, Rifkind, Wharton & Garrison LLP believes that
maintaining the 20% holdback is inappropriate and knows of no
authority requiring it to prove the Debtors' solvency at each
stage of the cases for which it seeks payment of its fees.
Furthermore, there has been no suggestion in the Cases that the
Debtors are administratively insolvent.

Paul Weiss asserts that it is inappropriate to reduce by 50% or
$12,500 any compensation for services rendered by its associates
not yet admitted to the bar.   According to Paul Weiss, the U.S.
Trustee's argument to the reduction is that the estate should not
bear the cost of educating new lawyers with little experience.
Paul Weiss is not aware of any authority that requires it to
reduce by 50% the fees charged by not-yet-admitted associates in
the performance of substantive work.

Paul Weiss clarifies that the services rendered by its paralegals
are not requests for expense reimbursement for "overhead."
Rather, the charges for these services are consistent with Paul
Weiss's practice to charge each client only for the services
actually used in performing services for the client.  Paul Weiss
also disagrees with the characterization of the time entries made
by its attorneys and paralegals as "overhead" because each of the
time entries are for necessary and reasonable services specific
to the Cases.

Moreover, Paul Weis notes that the "Dialog" is the name of a
database that was used to conduct patent and copyright searches
in the Cases in connection with investigation of the prepetition
lenders' liens on the Debtors' intellectual property.

(c) Togut Segal

Togut, Segal & Segal, LLP maintains that it was wholly
appropriate to have a seasoned, experienced bankruptcy attorney
provide the principal legal services relating to the preparation
of the Debtors' Schedules.

Based upon prior experience in other mega cases concerning the
preparation of schedules, Togut relates that having a partner
level attorney primarily responsible for providing the Debtors
with legal advice and assistance relating to the Schedules is
highly effective and cost efficient.  Scott Ratner, Esq., a
partner at Togut, did not do the schedules, Togut clarifies; he
merely supervised their preparation.

Togut says it did more than merely review draft Schedules.  Mr.
Ratner attended two separate day-long meetings with the Debtors'
personnel connected with the preparation of the Schedules.  These
meetings were attended by various employees of the Debtors and
involved training, question and answer and review sessions.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Onex Gets Control of Las Vegas Hotel
-------------------------------------------------------------
Onex Corporation has, together with Alex Yemenidjian, acquired a
majority equity stake in the Tropicana Las Vegas Hotel and Casino
following the property's emergence from bankruptcy protection on
July 1, 2009.

Under the terms of the plan of reorganization, all secured debt
holders, of which Onex was the largest, received 100% of the
equity in the resort property.  Effective immediately, Mr.
Yemenidjian, former President of MGM Mirage and Onex' partner in
the gaming sector, has been appointed Chairman and Chief Executive
Officer of Tropicana Las Vegas.

Located on 34 acres at one of the busiest intersections in the
world, the Tropicana Las Vegas is one of the oldest and best-known
casinos in the United States.  The property has more than 1,850
guestrooms, a 61,000 square-foot casino, multiple restaurants, an
850-seat showroom and a signature five-acre tropical pool area.

Tim Duncanson, Managing Director at Onex, said, "We're very
excited about partnering with Alex to rejuvenate the Tropicana Las
Vegas.  We believe this casino resort has tremendous potential
and, with Alex's extraordinary talents, will become a strong
competitor on the Las Vegas Strip."

The Tropicana Las Vegas emerges from bankruptcy with no debt, over
US$10 million of cash, and commitments from Onex and certain other
equity holders to invest at least US$75 million of capital to
upgrade the property.

"I am delighted to have the opportunity to partner with Onex on
returning such a storied property to its former glory," commented
Mr. Yemenidjian.  "With 25 years of active ownership experience,
significant resources and business acumen, Onex is the ideal
partner to transform the Tropicana Las Vegas."

A comprehensive renovation of the property is expected to commence
later this year and will include refurbishing the resort's
guestrooms, a new casino floor featuring all of the most in-demand
slot machines and table games, an array of exciting dining
experiences, and enhanced hotel amenities including the pool and
spa facilities.  Additionally, Onex and Mr. Yemenidjian plan to
reinvigorate the Tropicana Las Vegas with new entertainment,
convention and banquet activity as well as a new nightclub. The
renovation of the property is expected to be finished in 2010.

                            Background

In 2008, Onex established a gaming partnership with Mr.
Yemenidjian to pursue opportunities in the currently out-of-favour
gaming sector.  The Tropicana Las Vegas -- a distressed-for-
control opportunity -- is the first acquisition resulting from
this partnership and the first investment by Onex Partners III,
Onex' third large-cap private equity fund.  Onex began
accumulating the senior secured debt of Tropicana Las Vegas in
2008 and ultimately acquired more than 50% of the security.  In
May 2009, the plan of reorganization was confirmed and subsequent
to Alex Yemenidjian's gaming license approval on June 18, 2009 had
satisfied all conditions for the plan of reorganization to become
effective.  Subject to approval by the Nevada Gaming Commission,
Onex also expects to receive its gaming license in Nevada.

                            About Onex

Onex -- http://www.onex.com/-- is one of North America's oldest
and most successful private equity firms.  Onex makes private
equity investments through the Onex Partners and ONCAP families of
Funds.  Onex also manages investment platforms focused on real
estate and credit securities. In total, the Company manages
approximately US$10 billion.  Onex generates annual management fee
income and is entitled to a carried interest on approximately
US$7 billion of third-party capital, and also invests its own
capital directly and as a substantial limited partner in its
Funds.

Onex' businesses generate annual revenues of $37 billion, have
assets of $44 billion and employ 225,000 people worldwide.  Onex
shares trade on the Toronto Stock Exchange under the stock symbol
OCX.

                     About Alex Yemenidjian

Alex Yemenidjian has a long and successful career in the gaming
and entertainment sector and served as Chairman of the Board and
CEO of Metro-Goldwyn-Mayer Inc. from April 1999 to April 2005, and
was a director from November 1997 to April 2005.

Mr. Yemenidjian also served as President of MGM MIRAGE (formerly
MGM Grand, Inc.) from July 1995 through December 1999. Mr.
Yemenidjian was a director of MGM MIRAGE from 1990 to 2005. He
also served MGM MIRAGE in other capacities during this period,
including as Chief Operating Officer from June 1995 until April
1999 and as Chief Financial Officer from May 1994 to January 1998.
While at MGM MIRAGE, Mr. Yemenidjian was involved with the design
and development of MGM Grand (Las Vegas), New York - New York, and
MGM Grand (Detroit).  In addition, Mr. Yemenidjian served as an
executive of Tracinda Corporation, the majority owner of both
Metro-Goldwyn-Mayer Inc. and MGM MIRAGE, from January 1990 to
January 1997 and from February 1999 to April 1999. Prior to 1990,
Mr. Yemenidjian was the Managing Partner of Parks, Palmer, Turner
& Yemenidjian, Certified Public Accountants.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Get Nod to Hire Kurtzman as Claims Agent
------------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc. sought and
obtained the U.S. Bankruptcy Court for the District of New
Jersey's permission to employ Kurtzman Carson Consultants LLC as
their official claims, noticing, balloting and disbursement agent
nunc pro tunc to April 29, 2009.

The Debtors' estates consist of about 5,000 creditors and have
thus, determined that it is best to retain an outside firm to
provide notices and process claims.  The Debtors believe that KCC
has the expertise and is well qualified to provide the
contemplated services, consultation and assistance.

As agent and custodian of court records, KCC is expected to:

  (a) prepare and serve the required notice in the Chapter 11
      cases of the New Jersey Debtors, including the notice of
      the bankruptcy filing of the Debtors, the claims bar date
      notice and notices of objections to claims;

  (b) within five business days after the service of a
      particular notice, prepare for filing with the Clerk's
      Office a certificate or affidavit of service that includes
      a copy of the notice served, an alphabetical list of
      persons on whom the notice was served and the date and
      manner of service;

  (c) maintain copies of all proofs of claims;

  (d) maintain official claims registers in the Debtors' cases
      by docketing all proofs of claims and proofs of interests
      in a claims database;

  (e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

  (f) maintain an up-to-date mailing list for all entities that
      have filed proofs of claims and make that list available
      upon request to the Clerk's Office or any party-in-
      interest;

  (f) provide access to the public for examination of copies of
      the proofs of claims filed in these cases without charge
      during regular business hours;

  (g) provide access to the public for examination of copies of
      the proofs of claim  filed in these cases without charge
      during regular business hours;

  (h) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rule of Bankruptcy Procedure and provide
      notice of those transfers, if directed by the Court;

  (i) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

  (j) provide temporary employees to process claims, as
      necessary;

  (k) work with restructuring counsel to coordinate the design,
      printing and mailing of plan booklets and all necessary
      ballots;

  (l) scan all ballots received into KCC's computer database so
      that permitted users can use, via the Internet, PDF images
      of received ballots;

  (m) review each ballot and input relevant information into a
      computer database to enable select users to search and
      sort information pertaining to received ballots and to
      generate ballot reports;

  (n) prepare a ballot tabulation report of the reorganization
      plan; and

  (o) promptly comply with other further requirements as the
      Clerk's office or the Court may prescribe.

The Debtors also intend to employ KCC to assist them in preparing
and mailing customized proofs of claim to the creditors listed on
the Debtors' Schedule of Assets and Liabilities; preparation,
mailing and tabulation of ballots for the purpose of voting to
accept or reject a plan of reorganization; and other similar
services.

The Debtors are permitted to pay KCC upon the submission of
invoices.  Before the Petition Date, KCC has received a $25,000
retainer from the Debtors.  The fees and expenses incurred by KCC
in performance of these services are administrative expenses of
the Debtors' estates.

Michael Frishberg, vice president of Corporate Restructuring
Services at Kurtzman Carson Consultants LLC at KCC, assures the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                   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)


TRONOX INC: Reaches Deal With National Union Insurance
------------------------------------------------------
Tronox Inc. and its affiliates previously obtained approval from
the U.S. Bankruptcy Court for the Southern District of New York to
renew their existing general liability and automobile liabilities
insurance policies with National Union Fire Insurance Company of
Pittsburgh, PA, for the policy year commencing on June 1, 2009,
and ending on June 1, 2010.   The Debtors also entered into new
workers' compensation insurance policy with National Union for the
policy year commencing on June 1, 2009, and ending on June 1,
2010.

The Debtors have provided to National Union letters of credit
totaling $4,682,500, in connection with the Insurance Program.

As a condition of entering into the Insurance Program, the
Debtors and National Union negotiated a stipulation and,
therefore, desire that it will be binding upon each of them,
their successors, heirs, and assigns.

The Parties, accordingly, agreed that:

  (a) the Debtors are authorized to enter into the Insurance
      Program for the policy year commencing on June 1, 2009 and
      ending on June 1, 2010,

  (b) the Debtors are authorized to and agree to execute all
      documentation necessary to enter into the Insurance
      Program,

  (c) the Debtors are authorized to enter into further renewals
      of the Insurance Program without further Court orders and
      the Stipulation will govern the renewals,

  (d) the Debtors are authorized and directed to pay their
      obligations under the Insurance Program, including premium
      and losses, in the ordinary course of business, in
      accordance with the relevant terms of the Insurance
      Program, without further Court order,

  (e) in the event of a default by the Debtors, National Union
      may exercise all contractual rights in accordance with the
      terms of the Insurance Program without further Court
      order, including its rights to (i) cancel the Insurance
      Program, (ii) draw down the Letters of Credit, or draw
      down or foreclose upon any substitutes that may be
      provided to National Union, regardless of whether the
      action would otherwise be subject to the automatic stay,
      and (iii) receive and apply the unearned or returned
      premiums to the Debtors' outstanding obligations to
      National Union.

  (f) the reimbursement obligations and any other obligations
      under the Insurance Program will be administrative
      obligations entitled to priority under Section 503(b) of
      the Bankruptcy Code,

  (e) inasmuch as the Debtors are to meet their obligations
      under the Insurance Program without further Court order,
      no additional proof of claim or request for payment of
      administrative expenses need be filed by National Union,

  (g) National Union is authorized to retain and use the Letters
      of Credit or Substitutes,

  (h) National Union may adjust, settle and pay insured claims,
      utilize funds provided for that purpose, and otherwise
      carry out the terms and conditions of the Insurance
      Program, without further Court order,

  (i) the Insurance Program will not be altered by any plan of
      reorganization and will survive any plan of reorganization
      filed by the Debtors, and

  (j) the Debtors' rights against all Letters of Credit held by
      National Union, in whatever form, will be governed by the
      terms of the Insurance Program and the related security
      documentation, and the Debtors will not take any action
      against National Union in the Court that is inconsistent
      with the terms of the documentation, including actions
      for turnover or estimation.

The Parties ask the Court to approve the Stipulation.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Stipulation Letting Anadarko to Settle With Landowners
------------------------------------------------------------------
Before the Tronox Inc. bankruptcy petition Date, several
landowners commenced a lawsuit in the 5th Judicial District Court,
Parish of Richland, State of Louisiana (Case No. 38839, Div. C)
against Kerr-McGee Corporation and certain of its affiliates and
certain of the Debtors seeking damages resulting from oil and gas
exploration and production activities on or under the landowners'
property.

Anadarko was defending the Litigation on behalf of Kerr-McGee and
certain of the Debtors.  After the Petition Date, the Landowners
filed a claim in the Debtors' Chapter 11 cases against certain of
the Debtors based on substantially the same allegations made in
the Litigation.

Anadarko and the Landowners have entered into a settlement
agreement regarding the Litigation, which provides for (i) a cash
payment by Anadarko to the Landowners and (ii) a release of the
Landowners' claims against Anadarko, Kerr-McGee, and the Debtors.

Accordingly, in lieu of the Settlement Agreement, Anadarko and
the Debtors entered into a stipulation, which was approved by the
Court.  Anadarko and the Debtors agree that:

  (a) The Debtors are third-party beneficiaries of the
      Settlement Agreement;

  (b) Anadarko is authorized, but not obligated, to enter into
      the Settlement Agreement and take any actions that it
      deems necessary with respect to the Settlement Agreement;

  (c) The execution and performance of the Settlement Agreement,
      whether for the benefit of certain of the Debtors or
      otherwise, does not implicate or violate the automatic
      stay imposed by Section 362 of the Bankruptcy Code; and

  (d) To the extent, however, that the Automatic Stay is
      implicated by the Settlement Agreement, the Automatic Stay
      will be modified to permit Anadarko or Kerr McGee and the
      Landowners to execute and perform the Settlement
      Agreement.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Adamar of New Jersey's Schedules of Assets & Debts
-----------------------------------------------------------------
A.   Real Property
      Brighton Avenue and Boardwalk - Land          $44,711,240
      Brighton Avenue and Boardwalk - Land            1,736,229
        improvements
      Brighton Avenue and Boardwalk - Building      638,021,676
      Brighton Avenue and Boardwalk - Construction    2,521,040
        in progress

B.   Personal Property
B.1  Cash on hand                                     12,035,427
B.2  Bank Accounts
      Visa/Mastercard depository, A/N 0094-2839-6502     51,091
      Hotel depository, A/N 0094-2839-6422              110,532
      Telecheck depository, A/N 0094-2839-6465            1,255
      Casino depository, A/N 0094-2839-6449           1,445,781
      Concentration account, A/N 0094-2839-6414      31,980,109
      Casino returns, A/N 0094-2839-6457                 12,500
      Telecheck returns, A/N 0094-2839-6473                 200
      Accounts payable general, A/N 0094-2839-6481    1,255,186
      Cage distribution, A/N 0094-2839-6510             409,233

B.3  Security Deposit
      Various deposits                                  971,156
B.4  Household goods                                           0
B.5  Book, artwork and collectibles                            0
B.6  Wearing apparel                                           0
B.7  Furs and jewelry                                          0
B.8  Firearms and other equipment                              0
B.9  Insurance Policies                                        0
B.10 Annuities                                                 0
B.11 Interests in an education IRA                             0
B.12 Interests in pension plans                                0
B.13 Stock and Interests
      100% ownership of Manchester Mall, Inc.         3,351,033
B.14 Interests in partnerships & joint venture                 0
B.15 Government and corporate bonds
      Casino reinvestment development authority      29,216,680
B.16 Accounts Receivable
      Casino and hotel receivables                   12,602,382
B.17 Alimony                                                   0
B.18 Other Liquidated Debts Owing Debtor
      Other receivables                               3,721,053
      Receivables owed from Tropicana
        Delaware Debtors                          1,796,845,043
B.19 Equitable or future interests                             0
B.20 Interests in estate death benefit plan                    0
B.21 Other Contingent and Unliquidated Claims
      Prepaid expenses                               10,605,181
B.22 Patents                                                   0
B.23 Licenses, franchises & other intangibles
      Defined leasing and loan origination fees      16,920,872
B.24 Customer lists or other compilations                unknown
B.25 Vehicles                                              2,107
B.26 Boats, motors and accessories                             0
B.27 Aircraft and accessories                                  0
B.28 Office Equipment                                  1,360,536
B.29 Machinery and equipment                          33,184,821
B.30 Inventory                                         2,135,874
B.31 Animals                                                   0
B.32 Crops                                                     0
B.33 Farming equipment and implements                          0
B.34 Farm supplies, chemicals and feed                         0
B.35 Other Personal Property

      TOTAL SCHEDULED ASSETS                     $2,806,641,246
      =========================================================

C.   Property Claimed as Exempt                               $0

D.   Creditors Holding Secured Claims
      Credit Suisse Cayman Islands
         OpCo Term Loan                           1,300,238,638
         OpCo Revolver Loan                          21,000,000
      Credit Suisse International - OpCo Swap        26,184,326
      RBS Greenwich Capital - OpCo swap              26,973,826
      TN Ward Company - construction lien               187,293
      Others                                            unknown

E.   Creditors Holding Unsecured Priority Claims
      Casino Reinvestment Development Authority       2,008,027
      NJ Casino Control Commission                    1,133,055
      Casino Revenue Fund                               183,874
      Atlantic City Office of Tax Collection          1,786,598
      Others                                          1,644,929

F.   Creditors Holding Unsecured Non-priority Claims
      Aztar Corporation                           2,386,247,939
      Wilmington Trust Company                      995,676,666
      Adamar Garage Corporation                      21,722,435
      Columbia Sussex                                 1,483,911
      Local 54 Unite Here                             1,037,603
      Others                                         14,359,545

      TOTAL SCHEDULED LIABILITIES                $4,801,868,666
      =========================================================

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Adamar of NJ's Statement of Financial Affairs
------------------------------------------------------------
Edward Garruto, senior vice president and chief financial officer
of Adamar of New Jersey, Inc., d/b/a Tropicana Casino and Resort,
relates that the Company earned an aggregate of $904,775,000 from
the operation of its business during the two years immediately
preceding the Petition Date:

         Period                       Amount
         ------                    ------------
         01/01/09 to 04/29/09      $101,396,000
         01/01/08 to 12/31/08       370,369,000
         01/01/07 to 12/31/07       433,010,000

Adamar also earned an aggregate of $29,611,552 from sources other
than from employment, trade, profession, or operation of its
business during the two years immediately preceding the Petition
Date:

         Period                       Amount
         ------                    ------------
         01/01/09 to 04/29/09          $223,552
         01/01/08 to 12/31/08         1,035,000
         01/01/07 to 12/31/07        28,353,000

According to Mr. Garruto, certain Adamar assets have been in the
hands of a custodian, Justice Gary S. Stein, within one year
immediately preceding the Petition Date.  Pursuant to certain
orders dated October 16, 2006, and December 19, 2007, Justice
Stein was appointed as trustee and conservator of Adamar.

Adamar holds or controls an aggregate of $458,659 in value of
certain property owned by various owners for safekeeping, front
money and others, Mr. Garruto says.

The Company is also party to two judicial or administrative
proceedings, which have been settled.  These are:

    * NJ Department of Environmental Protection, Case No. NEA
      080001-70127; and

    * NJ Department of Environmental Protection, case no.
      92-06-10-1555 BUST C2-CEA.

According to Mr. Garruto, individuals who have kept or supervised
the keeping of books of account and records of Adamar within two
years immediately preceding the Petition Date include:

    * Edward Garruto,
    * Christina Broome,
    * Valerie Maffia,
    * Jeff Bohrer,
    * Cindy Chang,
    * Denise Osborne,
    * Claire Matvey, and
    * Melissa Dichert.

Ernst & Young audited the books of account and records of the
Company and prepared a financial statement of the Company within
the two years immediately before the Petition Date.

Mr. Garruto relates that these officers, directors, or
stockholders directly or indirectly owns, controls, or holds 5%
or more of the voting or equity securities of Adamar:


    Person                                    Ownership
    ------                                    ---------
    Mark Giannantonio                               N/A
    President, COO, treasurer and secretary

    Edward Garruto                                  N/A
    Senior vice president, finance, CFO

    Justice Gary S. Stein                          100%
    Trustee, conservator and director


                   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)


TVI CORP: Files Schedules of Assets and Liabilities
---------------------------------------------------
TVI Corporation has filed with the U.S. Bankruptcy Court for the
District of Maryland its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property
  B. Personal Property            $4,711,957
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,606,957
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,921,564
                                  ----------      -----------
           TOTAL                  $4,711,957      $29,528,521

A copy of TVI Corporation's schedules is available at:

            http://bankrupt.com/misc/tvicorp.SAL.pdf

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No. 09-
15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Debtors tapped Buccino &
Associates, Inc., as their financial advisors and consultants.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


UBS AG: Must Compensate Madoff Investor Losses, French Agency Says
------------------------------------------------------------------
Heather Smith at Bloomberg News reports that Autorite des Marches
Financiers, France's market regulator, said UBS AG, a custodian
bank to funds that entrusted money with Bernard Madoff, should
reimburse investors in the funds for their losses.

Bloomberg News discloses French investors lost as much as
EUR500 million (US$703 million) in funds tied to Mr. Madoff, many
based in Luxembourg.  According to Bloomberg News, Luxembourg
Budget Minister, Luc Frieden, has said custodian banks have
"clear" obligations to compensate investors.

Bloomberg News notes Autorite des Marches Financiers President
Jean-Pierre Jouyet on Monday said the public must "be informed of
the risks" in investments like the defunct LuxAlpha Sicav-American
Selection fund, which invested 95 percent of its money with Mr.
Madoff and used a UBS affiliate in Luxembourg as custodian bank.
Bloomberg News relates UBS said in a statement the bank does not
have responsibility to the investors of the fund.  The bank, as
cited by Bloomberg News, said in a statement that investors, their
advisers and Luxembourg's market regulator were informed that
LuxAlpha's sole purpose was to place money with Mr. Madoff.

                          About UBS AG

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

On June 29, 2009, a federal judge in New York sentenced Mr.
Madoff, 71, to 150 years in prison for masterminding the largest
Ponzi scheme in U.S. history.


UBS AG: U.S. Government Seeks Disclosure of American Clients
------------------------------------------------------------
Christine Seib at Times Online reports that the U.S. government on
Tuesday night said it would force UBS to disclose names of its
American clients with offshore accounts.

The U.S. Justice Department sued UBS in a Florida court in
February, seeking the names of 52,000 Americans that it suspects
have used offshore bank accounts with the Swiss bank to hide money
from the Internal Revenue Service.  The case is due to be heard on
July 13, Times Online says.

Times Online relates Switzerland last week signed an agreement to
share information with America about money U.S. citizens have
stashed in secret Swiss bank accounts.  According to Times Online,
the Swiss Parliament may refuse to ratify a bilateral tax deal
with America if UBS faces continued legal action.

Times Online notes a UBS spokeswoman reiterated the bank's claims
that turning over the names would violate Swiss banking secrecy
laws.  "Issues of the exchange of information in tax matters
should be discussed and resolved between friendly governments,"
Times Online quoted the UBS spokeswoman as saying.

                            About UBS AG

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.


US STEEL: Moody's Retains 'Ba2' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned an SGL-1 speculative grade
liquidity rating to United States Steel Corporation.  All of U.S.
Steel's ratings remain unchanged, including the company's Ba2
corporate family rating and Ba2 probability of default rating.
The rating outlook remains negative.

U.S. Steel's SGL-1 rating reflects its excellent liquidity profile
following its common stock issuance and 4.0% senior convertible
note offering.  While U.S. Steel's performance will remain
challenged by its ability to absorb fixed costs given the current
and forecasted utilization rates over the next twelve months, its
approximate $2.0 billion of pro-forma cash following the recent
transactions (including the payment of the $655 million remaining
balance under its 5 year and 3 year term loans) combined with its
external liquidity facilities are more than sufficient to absorb
operating losses and cover expenditures.  Moody's expect U.S.
Steel will generate modest to break-even 2009 cash flow from
operations, which is predominantly generated by depreciation and
working capital conversion due to low order entry.

U.S. Steel's Ba2 corporate family rating reflects Moody's
expectations that U.S. Steel's debt protection ratios and leverage
ratios will weaken significantly over the course of 2009 and
remain relatively weak in 2010.  Demand for steel remains
depressed across all products.  While prices and operating rates
have ticked up in June, U.S. Steel's first quarter operating rate
of approximately 38% for flat rolled in North America is
contributing to significant losses in this segment, while the
company's U.S. Steel Europe segment is also underperforming and
tubular will turn to a loss position in the second quarter.

Moody's does not see market conditions improving in any meaningful
way and do not expect U.S. Steel's performance for the balance of
2009 to materially improve over the first quarter, although
actions being taken to reduce costs could contribute to marginal
improvement in the overall cost position.  However, given the
level of fixed costs within the system, operating losses and
negative EBITDA are expected to continue.  The ratings also
reflect Moody's expectation that improvement in industry
fundamentals will only come very gradually over the course of
2010, and the company's return to profitability and improved
metrics will be over a protracted time frame.  However, the rating
considers the company's position as a leading North American
producer of flat rolled steel, which position is enhanced by its
diversification in Central Europe and its tubular segment.
Moody's would expect the company's performance to begin to show
important improvement once capacity utilization rates reach the
60% to 65% level.

The negative outlook reflects Moody's expectations that
performance will continue to be challenged by weakness across
virtually every steel end market and could deteriorate further
than anticipated.  The negative outlook also reflects Moody's view
that anticipated losses and reduced business activity levels could
continue to challenge cash flow generation and profitability.

Assignment:

Issuer: United States Steel Corporation

  -- Speculative Grade Liquidity Rating, SGL-1

The last rating action on US Steel was April 27, 2009, when
Moody's downgraded the senior unsecured rating to Ba3 from Baa3
and assigned a Ba2 corporate family and probability of default
rating.

Headquartered in Pittsburgh, PA, US Steel manufactures a wide
variety of steel sheet, tubular and tin products.  Revenues for
the twelve months ended March 31, 2009, were $21.3 billion.


UTGR INC: Court Extends Schedules & Statements Deadline to Aug. 24
------------------------------------------------------------------
Hon. Arthur N. Votolato of the U.S. Bankruptcy Court for the
District of Rhode Island extended until Aug. 24, 2009, UTGR, Inc.
and its debtor-affiliates' time to file their schedules of assets
and liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

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

Headquartered in Lincoln, Rhode Island, UTGR, Inc. --
http://www.twinriver.com/-- dba Twin River operates a gaming
company.

The Company and its affiliates filed for Chapter 11 on June 23,
2009 (Bankr. D. R.I. Case No. 09-12418).  Stephen E. Hessler,
Esq., at Kirkland & Ellis LLP represents the Debtor in its
restructuring efforts.  The Debtors propose to employ Allan M.
Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres &
Co. LLC as financial advisor; Zolfo Cooper Management LLC as
bankruptcy consultant; and Donlin Recano & Company Inc. as claims
agent.  The Debtors did not file a list of 20 largest unsecured
creditors.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


VERILINK CORP: General Language in Plan Preserved Estate Claims
---------------------------------------------------------------
WestLaw reports that legal malpractice, breach of fiduciary duty,
and aiding and abetting claims that the trustee of a liquidating
trust established under a corporate debtor's confirmed Chapter 11
plan sought to assert against a law firm that had represented the
debtor prepetition in connection with a corporate acquisition that
allegedly precipitated its bankruptcy filing were barred by the
res judicata effect of the debtor's confirmed plan, as claims
which were known to the debtor and which could have been asserted
preconfirmation, and for which the plan did not specifically
provide as being among the claims retained for prosecution by
liquidating trustee postconfirmation.  General reservation
language in the plan was insufficient to avoid the res judicata
effect of the plan confirmation order.  In re Verilink Corp., ---
B.R. ----, 2009 WL 1586505, 51 Bankr. Ct. Dec. 187 (Bankr. N.D.
Ala.).

                     About Verilink Corp.

Verilink and its subsidiary Larscom Incorporated filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
April 9, 2006 (Bankr. N.D. Ala. Case Nos. 06-80566 and 06-80567).
On December 7, 2006, the Company submitted a Second Amended Joint
Plan of Reorganization to the Court for consideration.  On
January 31, 2007, the Court issued an order confirming the Plan in
its entirety.  The Plan was deemed effective January 31, 2007.
The Debtors disclosed to the Bankruptcy Court $37,221,000 in total
assets and $23,913,000 in total debts.

The Plan provided for the orderly liquidation of the Company's
assets to provide a distribution to its creditors.  The Plan
provides for the creation of a Liquidating Trust to transfer all
remaining assets for liquidation, administration and distribution
in accordance with the Plan.  The assets transferred to the
Liquidating Trust include, without limitation, all Causes of
Action that the Debtors had or had power to assert immediately
prior to the Order confirming the Plan.

Since June 2006, Verilink has been inactive and currently exists
as a publicly held "shell" company, whose sole purpose is to
locate and consummate a merger or acquisition with a private
entity.

J. Hayden Kepner, Jr., Esq., at Arnal Golden Gregory LLP, in
Atlanta, Georgia, represents the Liquidating Trustee.


VIRGINIA STREET: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Virginia Street Investors, (VSI)
        13389 Folsom Blvd #300-208
        Folsom, CA 95630

Bankruptcy Case No.: 09-33572

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Evan D. Smiley, Esq.
                  650 Town Center Dr #950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002

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
18 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/caeb09-33572.pdf

The petition was signed by Dwight L. Elloway, general partner of
the Company.


VISTEON CORP: Panasonic Seeks Adequate Assurance of Payment
-----------------------------------------------------------
Panasonic Automotive Systems Company of America, a division of
Panasonic Corporation of North America, and certain of the
Debtors are parties to multiple purchase orders, scheduling
orders, and other contracts, pursuant to which Panasonic supplies
audio or visual equipment and components to the Debtors.  The
Debtors incorporate Panasonic's products into their own
components that they in turn supplies to vehicle manufacturers.

In mid-2008, Panasonic became concerned with the Debtors'
deteriorating financial condition based on the Debtors' balance
sheet, public filings, press reports, and other industry-
recognized statistical models.  Panasonic came to the conclusion
that there was a material risk that the Debtors would be unable
to continue to perform under the terms of the Prepetition
Contract.  By a June 30, 2008 letter, Panasonic informed the
Debtors that it had reasonable grounds of insecurity regarding
the Debtors' ability to perform and thus, demanded that the
Debtors provide it with adequate assurance of payment in the form
of cash-in-advance payment terms or in the alternative, an
irrevocable stand-by letter of credit in its favor in exchange
for its continuing provision of trade credit to the Debtors.
The Debtors ultimately provided Panasonic with appropriate
adequate assurance, the terms of which are subject to a
confidentiality agreement.

Panasonic relates that as of the Petition Date, the Debtors owe
it owed $2,543,920, of which $179,335 is past due.

Panasonic tells the Court the Debtors have threatened to seek
damages for alleged breach of contract and automatic stay
violations unless Panasonic renders performance under a
prepetition contract providing for the delivery of goods --
historically $600,000 per week -- on trade credit terms of
approximately 55 days.

William E. Chipman Jr., Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, tells the Court that Panasonic has
justifiably refused to accede to the Debtors' threats as this
would result in Panasonic assuming the risk of the Debtors'
administrative insolvency.  Panasonic, however, is willing to
continue to provide postpetition goods to the Debtors under cash-
in-advance payment terms or in the alternative, if the Debtors
provide Panasonic with an irrevocable stand-by letter of credit,
in an amount reasonably acceptable to Panasonic, to secure the
Debtors' payment of obligations, according to Mr. Chipman.

The Debtors and Panasonic are at a standoff because of the
Debtors' transparent attempt to use their bankruptcy proceeding
as a weapon, according to Mr. Chipman.  He contends that shipping
postpetition goods on 55 days trade credit would unfairly expose
Panasonic to significant economic harm because the Debtors have:

  (a) admitted that they are insolvent;

  (b) no debtor-in-possession financing or any other long-term
      source of working capital with which to finance the
      continuation of their business; and

  (c) a limited right to use cash collateral, unless that right
      is terminated earlier based on the termination events set
      forth in the Interim Cash Collateral Order.

Mr. Chipman asserts there is no assurance whatsoever that
Panasonic will be paid for any of the goods it delivers
postpetition.  Without assurance of postpetition payment for
goods delivered postpetition, Panasonic would be compelled to
finance the Debtors' bankruptcy cases and assume an extreme
credit risk, he points out.

By this motion, Panasonic asks the Court to compel the Debtors
to:

  (i) provide adequate assurance in the form of either cash-in-
      advance in the amount of goods ordered under the purchase
      orders or in the alternative, a letter of credit in an
      amount reasonably acceptable to Panasonic, as a
      precondition to Panasonic's shipment of goods; or

(ii) decide on whether to assume or reject the Prepetition
      Contract.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes to Sell 80% Equity in Halla Alabama
----------------------------------------------------------
Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to sell Debtor Visteon
Domestic Holdings LLC's 80% equity interest in Debtor Halla
Climate Systems Alabama Corp., to Halla Climate Control
Corporation, free and clear of all liens, claims, encumbrances
and other interest, pursuant to a sale and purchase agreement,
dated June 26, 2009.

Halla Climate Control Corporation or "Halla Korea" is a non-
debtor affiliate of Visteon Corporation organized under the laws
of the Republic of Korea.  Halla Korea's majority shareholder is
Visteon Corp., which owns a 70% equity interest in the company.
Visteon Corp. and Halla Korea design and manufacture fully
integrated heating, ventilation, and air conditioning systems for
original manufacturers like Hyundai Motor Company and Kia Motors
Corporation.

Halla Alabama, on the other hand, was originally formed as a
wholly owned subsidiary of Visteon Domestic.  Halla Alabama
operates a 135,000 sq. ft. manufacturing facility located in
Shorter, Alabama, 30 miles east of Montgomery, the home of
Hyundai Motor Manufacturing Alabama, LLC, Hyundai's only
manufacturing facility in the United States.

The Hyundai business accounts for nearly 100% of all Halla
Alabama sales, and nearly 60% of Halla Korea's global climate
control business, which generates about $1.7 billion in annual
gross revenue, making Hyundai Visteon Corp.'s second largest
customer on a consolidated basis.

"Given Halla Alabama's and Halla Korea's close affiliation
with Hyundai, it is necessary to the Debtors' long-term
profitability and growth to continue to foster and develop this
customer relationship," says Mark M. Billion, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.

Hyundai, however, has expressed numerous concerns regarding Halla
Alabama's debtor status and Halla Alabama's ability to maintain
an uninterrupted supply of goods, according to Mr. Billion.  He
notes that Hyundai may seek to reduce its exposure with respect
to Halla Alabama by resourcing its supply of climate control
products to Halla Alabama's competitors if it continues to have
concerns regarding Halla Alabama's prolonged involvement in these
Chapter 11 cases.

Accordingly, Visteon Domestic seeks to enter into the Purchase
Agreement with Halla Korea whereby:

  -- Halla Korea will pay Visteon Domestic $37,000,000 for 80%
     of Visteon Domestic's stake in Halla Alabama; and

  -- Halla Korea will make a cash payment to Visteon Corp. for
     roughly $26,000,000 in full satisfaction of Visteon Corp.'s
     intercompany loan to Halla Alabama in the same amount.

A full-text copy of the Halla Korea Purchase and Sale Agreement
is available for free at:

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

Mr. Billion asserts that the Debtors are better able to reduce
certain fixed costs through integration by achieving workforce
reduction, consolidating their supply bases, and leveraging Halla
Korea's relationships with various suppliers to generate
additional efficiencies both in scale and type of materials
purchased.  "By allowing Halla Alabama to become a direct part of
the Halla Korea corporate family, the management of Halla Alabama
facility and the production of climate systems will become more
efficient and will, therefore, benefit the Debtors' estates," he
avers.

The Debtors also ask the Court to grant conditional dismissal of
the Chapter 11 case of Halla Alabama in accordance with the
June 26 Purchase Agreement.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Schedules and Statements Deadline Moved to Aug. 26
----------------------------------------------------------------
Judge Cristopher Sontchi extended the deadline for Visteon Corp.
and its affiliates to file schedules of assets and liabilities and
statement of financial affairs through August 26, 2009.

The Debtors ascertained that no objections were filed with
respect to their Schedules Filing extension request.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Seeks to Amend Post-Employment Health Benefits
------------------------------------------------------------
Debtors Visteon Corporation, Visteon Systems LLC, and Visteon
Caribbean Inc. currently maintain employee benefit plans and
programs that provide "other post-employment benefits" to certain
retirees and their spouses, surviving spouses, domestic partners
and dependents.  The Debtor may also provide OPEB in the future
to certain active employees who are currently or may become
eligible for OPEB, certain former employees who are currently or
may become eligible for OPEB, and their spouses, surviving
spouses, domestic partners and dependents, in their retirement.

The Debtors aver that the cost of providing the OPEB is one of
the largest and most significant long-term liabilities on their
balance sheet.  These benefits, the Debtors note, are funded on a
pay-as-you-go basis.

The Sponsoring Debtors provide OPEB to approximately 6,650
retirees, including former salaried employees and former hourly
employees under the Visteon Corporation Health and Welfare
Program for Salaried Employees, the Visteon Systems LLC Health
and Welfare Benefit Plan for Hourly Employees, the Connersville
and Bedford Plan, the Visteon Systems LLC Health and Welfare
Benefit Plan for Hourly Employees (North Penn Location), and the
Visteon Caribbean Inc. Employee Group Insurance Plan.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates after full and careful
deliberation, the Sponsoring Debtors have determined that they
must eliminate their current and future costs associated with
providing OPEB in order to successfully restructure their
businesses.  Ms. Jones tells the Court that the Sponsoring
Debtors' OPEB liability is projected to be $310,000,000 by end of
2009, with projected cash costs of $31,000,000 in this year
alone.  "These liabilities are not sustainable," Ms. Jones
states.

Accordingly, the Sponsoring Debtors ask the Court for authority
to modify or terminate their Plans and Programs that providing
these post-employment benefits:

  (1) Employer-paid post-employment health care benefits for
      current active employees, their spouses, surviving
      spouses, domestic partners and dependents;

  (2) Employer-paid post-employment health care benefits for
      current and future retirees, their spouses, surviving
      spouses, domestic partners and dependents;

  (3) Retiree medical credits and related retiree medical
      notional accounts established by the Sponsoring Debtors;
      and

  (4) Employer-paid post-employment basic life insurance
      benefits for current retirees.

The Sponsoring Debtors clarify that they do not seek to modify,
amend, or terminate the health and life insurance benefits
provided prior to retirement to the employees they currently
employ.

"Given the Debtors' precarious financial condition, their ability
to emerge from Chapter 11 as an operating business depends on
their ability to cut costs and improve their capital structure,"
Ms. Jones says.  "To do this, the Sponsoring Debtors reluctantly
concluded that elimination of the immense burden that OPEB
imposes on the Sponsoring Debtors' business and viability is an
unavoidable component of their cost-cutting program."

Before the Sponsoring Debtors determined that they had no choice
but to exercise their right to terminate retiree health and life
insurance benefits, the Debtors implemented several other
measures to reduce structural costs.  Among others, from January
2006 through August 2008, the Debtors executed an unrelenting
strategy to restructure its business by eliminating many of its
non-core and underperforming facilities, striving to improve its
engineering and manufacturing competitiveness, and seeking a
sustainable and competitive cost structure.  Since September
2008, the Debtors have also closed additional plants,
consolidated manufacturing capacity and resources, reduced their
global salary and hourly workforce, suspended 401(k) matching
contributions and merit pay increases, implemented temporary
layoffs and site shutdowns, and temporarily shortened employee
work week schedules and reduced salaried employees' pay.

Multiple exhibits have been filed containing copies of the
Debtors' Post-Employment Health Benefit Plans.  A list of the
exhibits is available for free at:

            http://ResearchArchives.com/t/s?3e62

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Seeks to Implement Severance & Retention Programs
---------------------------------------------------------------
Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's permission to honor obligations
under a severance program and a non-insider retention program to
minimize attrition and ensure maximization of employee morale as
their employees work to achieve a successful restructuring of
their businesses.

The Debtors inform the Court that the Severance Program:

  (a) will be generally applicable to all full-time employees;

  (b) will provide any "insider," as that term is defined under
      Section 101(31) of the Bankruptcy Code, with a payment
      that exceeds ten times the mean severance payment made to
      the Debtors' non-management employees during the same
      calendar year; and

  (c) represents a valid exercise of the Debtors' sound business
      judgment.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that given the termination
of approximately 610 of the Debtors' employees since January
2009, the Chapter 11 petition, and the Debtors' ongoing efforts
to control costs, many of the Debtors' employees perceive a lack
of job security, potentially detracting from their incentive to
perform at maximum levels and distracting them from their duties.
The absence of a severance program during the postpetition
period, he points out, increases the likelihood of significant
anxiety to employees and inevitably strains efficiency and
productivity.

The proposed Severance Program consists of these components:

  A. Eligibility.  All full-time non-union employees generally
     are qualified for benefits under the Severance Program.
     Cash benefits will be provided only to those Employees
     whose employment is terminated involuntarily and without
     cause.  If an Employee is (i) eligible to receive pay-in-
     lieu of notice, severance termination pay, or any other
     form of separation pay under law or (ii) terminated in
     connection with a sale and then subsequently offered
     employment by the purchaser, vendor, or other transferee
     within 90 days of termination, then that Employee is not
     eligible for benefits under the Severance Program.

  B. Consideration.  Generally, severance benefits under the
     Severance Program are contingent on the Employee's
     execution of a release of all claims against the Debtors.

  C. Severance Payment.  Awards under the Severance Program
     consist of cash payments to Eligible Employees in the form
     of a lump sum payment measured in terms of the number of
     weeks of base salary provided to the eligible Employee and
     varies based on the Employee's job level.  Officers and
     Executive Leaders are eligible for a fixed amount severance
     benefit equal to one year of base pay.

  D. Benefits Continuation and Outplacement Services.  Each
     eligible Employee who signs a release will receive health
     or prescription drug coverage through Consolidated Omnibus
     Budget Reconciliation Act at the rate they would have paid
     had they remained employed from the date of termination
     until the earlier of:

       (i) the end of the benefit continuation period, if any,
           specified in the relevant plan document; or

      (ii) the date on which the Employee is covered by another
           employer's plan.

The proposed payments under the Severance Program are:

            No. of
Level      Employees        Benefit Formula
-----      ---------        ---------------
Officers         12         12 months of base salary

Executive
Leaders          10         12 months of base salary

Automotive                  1 week of base salary per year of
Components                  service and each $10,000 in base
Holdings                    salary up to 39 weeks, with a min.
LLC's                       benefit of 8 weeks of base salary
Employees     1,306

All Other                   1 week of base per year of service
Full-Time                   up to 26 weeks, with a min. benefit
Employees     2,000         equal to 5 weeks of base pay

The Debtors estimate that the total aggregate potential cost of
the Severance Program, in the unlikely event that every Employee
is served and unable to find alternative employment, would be no
more than $57,800,000.

                    The Non-Insider Program

The Debtors also seek the Court's authority to honor a non-
insider retention program to assist them in retaining the
services of critical employees and to protect their investment in
human capital during their Chapter 11 cases.  The Debtors assert
the retention of certain critical employees is essential to the
restructuring of their global business operations.

The Debtors have identified 50 employees critical to their
operations who would be eligible to participate in the Non-
Insider Retention Program.  The Critical Employees perform a wide
variety of critical functions, including customer sales and
service, engineering and design services, human resource
management, operational management, accounting, marketing,
purchasing and sales, tax, technical, and other tasks.  The
Debtors maintain that the Critical Employees have developed
institutional knowledge regarding their business operations and
relationships with their customers, trade partners, and advisors.

The Debtors estimate the cost of the Non-Insider Retention
Program to total approximately $3,000,000.  The Non-Insider
Retention Program awards will be paid in two separate
installments.  The first 50% of the awards will be paid no later
than December 31, 2009, and the remaining 50% will be paid on the
earlier of the effective date of an approved Chapter 11 plan or
June 30, 2010.

A full-text copy of the Visteon Transition Program is available
for free at http://bankrupt.com/misc/Visteon_TransitionPrgm.pdf

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WCI COMMUNITIES: Updated Case Summary & 30 Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: WCI Communities, Inc.
             24301 Walden Center Drive
             Bonita Springs, Florida 34134
             Tel: (800) 924-1890

Bankruptcy Case No.: 08-11643

Three debtor-affiliates filing separate Chapter 11 petitions on
July 2, 2009:

  Case No.  Debtor Entity
  --------  -------------
  09-12269  WCI 2009 Corporation
  09-12270  WCI 2009 Management LLC
  09-12271  WCI 2009 Asset Holding LLC

WCI Entities that filed Chapter 11 petitions on Aug. 4, 2008:

  Case No.  Debtor Entity
  --------  -------------
  08-11643  WCI Communities, Inc.
  08-11644  Communities Home Builders, Inc.
  08-11645  New Home & Land Company LLC
  08-11646  Bay Colony-Gateway, Inc.
  08-11647  East Fishkill Development LLC
  08-11648  Hunting Ridge III, LLC
  08-11649  Bay Colony of Naples, Inc.
  08-11650  Fair Oaks Parkway, LLC
  08-11651  Spectrum PDC Corp.
  08-11652  Community Specialized Services, Inc.
  08-11653  Gateway Communities, Inc.
  08-11654  Renaissance at Beacon Hill II, LLC
  08-11655  First Fidelity Title, Inc.
  08-11656  Pelican Bay Properties, Inc.
  08-11657  Bay Colony Realty Associates, Inc.
  08-11658  Florida Design Communities, Inc.
  08-11659  JYC Holdings, Inc.
  08-11660  Renaissance at Bellview Road, LLC
  08-11661  Coral Ridge Communities, Inc.
  08-11662  Spectrum Customer Care, Inc.
  08-11663  Carpentry Management Associates, LLC
  08-11664  Renaissance Custom Communities, LLC
  08-11665  Spectrum Valimar Corp.
  08-11666  Florida Lifestyle Management Company
  08-11667  Gateway Realty Sales, Inc.
  08-11668  Pelican Landing Communities, Inc.
  08-11669  Renaissance at Bridges of Oakton II, LLC
  08-11670  Renaissance at Roseland, Inc.
  08-11671  Florida National Properties, Inc.
  08-11672  The Colony at Pelican Landing Golf Club, Inc.
  08-11673  Lake Grove Home & Land Company LLC
  08-11674  Renaissance at Hunting Hills, LLC
  08-11675  Coral Ridge Properties, Inc.
  08-11676  Renaissance Holdings Corp
  08-11677  Spectrum-Irvington Corp.
  08-11678  GC Assets of Nassau, Inc.
  08-11679  Spectrum Design Studio, Inc.
  08-11680  Renaissance at Cardinal Forest, LLC
  08-11681  Gateway Communications Services, Inc.
  08-11682  Communities Amenities, Inc.
  08-11683  Pelican Landing Properties, Inc.
  08-11684  Mansion Ridge Home & Land Company, LLC
  08-11685  Coral Ridge Realty, Inc.
  08-11686  Spectrum-Riverwoods Corp.
  08-11687  Renaissance at Evergreen Mills Road, LLC
  08-11688  Renaissance at Kings Crossing, LLC
  08-11689  Renaissance at Rugby Road, LLC
  08-11690  Spectrum FS Corp.
  08-11691  Communities Finance Company, LLC
  08-11692  Renaissance Housing Corp.
  08-11693  Pelican Marsh Properties, Inc.
  08-11694  Renaissance at Foxhall, LLC
  08-11695  Spectrum Glen Cove Corp.
  08-11696  Sun City Center Golf Properties, Inc.
  08-11697  Renaissance at Rugby Road II, LLC
  08-11698  (The) Mansion Ridge Sewer Co., Inc.
  08-11699  Coral Ridge Realty Sales, Inc.
  08-11700  WCI Amenities, Inc.
  08-11701  Renaissance at Lake Manassas, LLC
  08-11702  Poplar Tree, LLC
  08-11703  WCI Homes Northeast, Inc.
  08-11704  Renaissance Land, LLC
  08-11705  Renaissance at Georgetown Pike, LLC
  08-11706  Sun City Center Realty, Inc.
  08-11707  Spectrum Holmdel Corp.
  08-11708  Renaissance at South River, Inc.
  08-11709  Marbella at Pelican Bay, Inc.
  08-11710  Heron Bay, Inc.
  08-11711  Renaissance at Oak Creek Club, LLC
  08-11712  Resort at Singer Island Properties, Inc.
  08-11713  WCI Realty, Inc.
  08-11714  WCI Architecture & Land Planning, Inc.
  08-11715  Dix Hills Home & Land Company, LLC
  08-11716  Tarpon Cove Realty, Inc.
  08-11717  Spectrum Kensington LLC
  08-11718  Renaissance at the Bridges of Oakton, LLC
  08-11719  Renaissance at Beacon Hill, LLC
  08-11720  WCI Northeast Real Estate Development, LLC
  08-11721  Heron Bay Golf Course Properties, Inc.
  08-11722  MHI-Rugby Road, L.L.C.
  08-11723  Reston Bulding Company, LLC
  08-11724  WCI Realty Connecticut, Inc.
  08-11725  WCI Business Development, Inc.
  08-11726  Spectrum Lake Grove, LLC
  08-11727  WCI Realty Maryland, Inc.
  08-11728  Renaissance at The Oaks, LLC
  08-11729  WCI Hunter Mill, LLC
  08-11730  Tarpon Cove Yacht & Racquet Club, Inc.
  08-11731  Hopewell Crossing Home & Land Company, LLC
  08-11732  RMH, LLC
  08-11733  WCI Northeast U.S. Region, LLC
  08-11734  WCI Marketing, Inc.
  08-11735  Spectrum Landing Corp.
  08-11736  Renaissance at Oakton Glen, LLC
  08-11737  WCI Realty New Jersey, Inc.
  08-11738  (The) Valimar Home & Land Company, LLC
  08-11739  WCI Pompano Beach, Inc.
  08-11740  WCI Capital Corporation
  08-11741  Sarasota Tower, Inc.
  08-11742  Renaissance at Occoquan Walk, LLC
  08-11743  WCI Realty New York, Inc.
  08-11744  Spectrum Long Beach, LLC
  08-11745  WCI Ireland Inn Corp.
  08-11746  Hunting Ridge II, LLC
  08-11747  WCI Mid-Atlantic U.S. Region, Inc.
  08-11748  Watermark Realty Referral, Inc.
  08-11749  Southbury Home & Land Company LLC
  08-11750  WCI Title, Inc.
  08-11751  Renaissance at River Creek, Inc.
  08-11752  Spectrum North Bergen LLC
  08-11753  WCI Communities Property Management, Inc.
  08-11754  Spectrum Construction Corp.
  08-11755  WCI Towers, Inc.
  08-11756  Renaissance at River Creek II, LLC
  08-11758  WCI Towers Mid-Atlantic USA, Inc.
  08-11759  Renaissance at Timberlake, LLC
  08-11760  Renaissance at Timberlake II, LLC
  08-11761  WCI Custom Homes, LLC
  08-11762  WCI Homebuilding, Inc.
  08-11763  Renaissance at River Creek Towns, LLC
  08-11764  WCI Towers Northeast USA, Inc.
  08-11765  WCI Homes, Inc.
  08-11766  Renaissance Centro Arlington, LLC
  08-11767  Renaissance at River Creek Villas, Inc.
  08-11768  WCI Golf Group, Inc.
  08-11769  WCI Homebuilding Northeast, U.S., Inc.
  08-11770  Renaissance Centro Columbia, LLC

Type of Business:  WCI Communities, Inc. --
                   http://www.wcicommunities.com/-- is a fully
                   integrated homebuilding and real estate
                   services company.  It has operations in
                   Florida, New York, New Jersey, Connecticut,
                   Massachusetts, Virginia and Maryland.  The
                   company directly employs roughly 1,800 people,
                   as well as roughly 1,800 sales representatives
                   as independent contract employees.

Bankruptcy Court:      United States Bankruptcy Court
                       District of Delaware
                       824 North Market Street, 3rd Floor
                       Wilmington, Delaware 19801

Bankruptcy Judge:      Hon. Kevin J. Carey

Debtors' Lead
Bankruptcy Counsel:    Thomas E. Lauria, Esq.
                       Frank L. Eaton, Esq.
                       Linda M. Leali, Esq.
                       White & Case LLP
                       Wachovia Financial Center
                       200 South Biscayne Boulevard, Suite 4900
                       Miami, Florida 33131-2352
                       http://www.whitecase.com
                       Tel: (305) 371-2700
                       Fax: (305) 358-5744

Debtors' Local
Bankruptcy Counsel:    Eric Michael Sutty, Esq.
                       Jeffrey M. Schlerf, Esq.
                       Bayard, P.A.
                       222 Delaware Avenue, Suite 900
                       Wilminton, Delaware 19899
                       http://www.bayardfirm.com/
                       Tel: (302) 655-5000
                       Fax: (302) 658-6395

Debtors' Financial
Advisors:              Lazard Freres & Co.

Debtors' Claims &
Notice Agent:          Epiq Bankruptcy Solutions LLC

WCI Communities' Financial Condition as at June 30, 2008:

Total Assets: $2,178,179,000

Total Debts:  $1,915,034,000

Debtors' consolidated list of 30 largest unsecured creditors:

   Entity                      Nature of Claim           Amount
   ------                      ---------------           ------
The Bank of New York,          Bonds, Senior       $200,000,000
as Trustee                    Subordinated 9.12%  in principal
101 Barclay Stret,             due 2012
Floor 21 West
New York, NY 10286
Attn: Corporate Trust
Administration
Tel: (800) 254-2826
Fax: (212) 815-5915

The Bank of New York           Bond, Senior        $200,000,000
Trust Company, N.A.,           Subordinated,       in principal
as Trustee                    6.625% due
10161 Centurion Parkway        2015
Jacksonville, FL 32256
Attn: Corporate Trust
Administration
Ref: WCI Notes due 2015
Tel: (800) 830-0549
Fax: (904) 645-1921

The Bank of New York,          Bonds, Senior       $125,000,000
as Trustee                    Subordinated        in principal
101 Barclay Stret,             7.875% due 2013
Floor 8 West
New York, NY 10286
Attn: Corporate Trust
Administration
Ref: WCI Notes due 2013
Tel: (800) 254-2826
Fax: (212) 815-5707

The Bank of New York,          Bonds, Contingent   $125,000,000
as Trustee                    Convertible Senior  in principal
101 Barclay Stret,             Subordinated,
Floor 8 West                   4%, Due 2023
New York, NY 10286
Attn: Corporate Trust
Administration
(WCI Communities, Inc.
4.0% Contingent Convertible
Senior Sub Notes due 2013)
Tel: (800) 254-2826
Fax: (212) 815-5707

JPMorgan Chase Bank,           Bonds, Junior       $100,000,000
National Association          Subordinated        in principal
as trustee                    7.25% through
600 Travis, 50th Floor         2015 and thereafter
Houston, TX 77002              at a variable
Attn: Worldwide Securities     rate due 2035
Services -- WCI Communities
Inc.
Tel: (713) 216-3776
Fax: (713) 216-5628

JPMorgan Chase Bank,           Bonds, Junior        $65,000,000
National Association          Subordinated        in principal
as trustee                    7.54% through
600 Travis, 50th Floor         2016 and thereafter
Houston, TX 77002              at a variable
Attn: Worldwide Securities     rate due 2036
Services -- WCI Communities
Inc.
Tel: (713) 216-3776
Fax: (713) 216-5628

Key Bank National              Swap                 $10,235,968
Association
127 Public Square
OH-01-27-0405
Cleveland, OH 44114-1306
Attn: Interest Rate Risk
Management
Tel: (216) 689-8299
Fax: (216) 689-8299

Regent International           Pre-opening           $2,986,000
Hotels, Inc.                   Expenses
NW 7240
PO Box 1450
Minneapolis, MN 55485
Tel: (763) 212-1124
Fax: (463) 212-5042

Regent Bal Harbour             Management              $533,000
Management LLC                 Services
10295 Collins Avenue
Bal Harbour, FL 33154
Tel: (305) 455-5455
Fax: (786) 515-6330

Starwood Hotels and            Management              $400,000
Resorts Worldwide              Services
2231 Camelback Road,
Suite 400
Phoenix, AZ 85016
Tel: (602) 522-5698
Fax: (602) 522-0450

Carlton Fields                 Legal services           $94,509

LRA Worldwide Inc              Trade                    $79,394

Sysco Food Services-West       Trade                    $71,941

Victory Security Agency        Trade                    $49,517

The Signal Group               Trade                    $48,230
(Signal Group, Inc.)

Roberts Printing               Trade                    $47,736

Helena Chemical Co.            Trade                    $40,642

Hawk Design Inc.               Trade                    $37,355

Net Results Consulting         Trade                    $31,792

Dow Agro Sciences LLC          Trade                    $29,005

Lesco Inc.                     Trade                    $27,689

Pilar Services, Inc.           Trade                    $25,868

Howard Fertilizer &            Trade                    $22,302
Chemical Co., Inc.

Maxigraphics                   Trade                    $22,000

E-Z Go Division of Textron     Trade                    $21,174

T-Gill Fuels, Inc.             Trade                    $20,306

Journal News (The)             Trade                    $19,173

Harrell's Fertilizer           Trade                    $19,071

Fleetwing Corporation          Trade                    $19,003

Titleist & Foot-Joy Worldwide  Trade                    $17,368


YOUNG BROADCASTING: Assets to Be Auctioned Off on July 14
---------------------------------------------------------
The Tennessean reports that Young Broadcasting, Inc.'s assets will
be auctioned off on July 14 in New York.

The move "will allow the Company to bring its debt in line with
current economic realities so that we can emerge a stronger and
more financially secure company . . . . We believe that the
company will emerge from Chapter 11 better equipped to thrive in
this changing economic environment with less leverage," Michael
Malone at Broadcasting & Cable quoted Young Broadcasting Chairman
Vince Young as saying.

Young Broadcasting's attorneys said that the Company will be sold
or reorganized as a whole, The Tennessean states.

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.


* 7 More Banks Closed; Year's Failed Banks Now 52
-------------------------------------------------
Six banks in Illinois -- Founders Bank, Worth, Illinois; The First
National Bank of Danville, Danville, Illinois; The Elizabeth State
Bank, Elizabeth, Illinois; Rock River Bank, Oregon, Illinois;
First State Bank of Winchester, Winchester, Illinois; and The John
Warner Bank, Clinton, Illinois -- were closed by regulators on
July 2.  The six failed Illinois banks are all controlled by one
family and followed a similar business model that created
concentrated exposure in each institution.  The failure of these
banks resulted primarily from losses related to the banks'
investment in collateralized debt obligations and other loan
losses.

A seventh bank, Millennium State Bank of Texas, was closed July 2,
raising the total number of bank failures this year to 52.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

According to Bloomberg News, regulators have seized the most U.S.
banks this year since 1993.

The Summer 2009 issue of Supervisory Insights released by the FDIC
on June 16, 2008, said the U.S. financial services industry
experience a crisis in 2008, with these challenges continuing
during the first half of 2009.  In 2008, U.S. financial regulatory
agencies extended $6.8 trillion in temporary loans, liability
guarantees and asset guarantees in support of financial services.
By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.

Bear Stearns was the first large investment bank to be acquired by
a bank holding company during 2008.  Of the other four largest
investment banks in the United States, one would fail and the
others would be acquired by, or become, bank holding companies.


In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.  A copy of the Supervisory Insights is
available for free at:

       http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                         Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

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

                    305 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

The FDIC said on May 27 that the number of banks and savings
institutions in its "Problem List" increased to 305 from 252 at
the end of 2008.  The 305 banks and thrifts have combined assets
of $220 billion, according to the FDIC's quarterly banking
profile.

The 252 insured institutions with combined assets of $159 billion
on the FDIC's "Problem List" as of year-end was already the
largest since the middle of 2005.  The Problem List had 171
institutions with $116 billion in assets at the end of the third
quarter, and 76 institutions with $22 billion in assets at the end
of 2007.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q1'09             305      $220,047          21         $9,498
  2008              252       159,405          25        371,945
  2007               76        22,189           3          2,615
  2006               50         8,265           0              0
  2005               52         6,607           0              0
  2004               80        28,250           4            170

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* Ford Takes Four of Top Five Spots in AutoTrader.com's June List
-----------------------------------------------------------------
A record 16.12 million unique monthly visitors to AutoTrader.com
in June pushed Ford vehicles to claim four of the top 5 slots on
the site's list of top 20 most-viewed new cars in June of this
year.  The Ford F-150 claimed the No. 2 spot, followed by the
Mustang at No. 3, the Focus at No. 4 and the Escape at No. 5.  The
recently redesigned Ford Fusion, riding a wave of good reviews,
ranked as the No. 8 most-viewed new vehicle on AutoTrader.com in
June, down from No. 7 in May of this year but up a whopping 22
spots from No. 30 in June of last year.  All this activity with
Ford vehicles pushed Ford to the top-ranked position among all
automotive nameplates viewed on AutoTrader.com in June.

"Without the worries of a bankruptcy filing, Ford has been able to
focus on telling its product story and promoting individual
vehicles," said AutoTrader.com President and CEO Chip Perry.

For a second consecutive month, the Chevrolet Camaro took the top
spot on AutoTrader.com's list of most-viewed new vehicles in June.
The redesigned Camaro continues to benefit from enormous buzz and,
with the first models now hitting the streets, should continue to
enjoy interest from car shoppers for some time.

Another big story in new vehicles is the dramatic rise in views of
some larger automobiles in June compared to June of last year,
including the new Chevrolet Tahoe (up 60.77%), the new Ford F-150
(up 44.93%) and the new Jeep Wrangler (up 42.05%).  These vehicles
were hit hard by high gas prices around this time last year.
While prices remain largely stable on new larger vehicles, this
increase in views suggests more of these larger automobiles may be
moving off dealer lots soon.

New car shopping activity and price stabilization on
AutoTrader.com correspond with the new vehicle sales decline in
June of 28% compared to a year earlier, the smallest decline since
2009 began, and may indicate that the new-car market has hit
bottom.

On the used car list, the Ford F-150 came in at No. 1 in June, up
from No. 2 in May of this year and up from No. 5 in June of last
year.  Views of the Ford F-150 were up almost 45% compared to June
of last year and the average price has increased 9% compared to
last year.  Other large used vehicles saw similar increases in
views and prices, including the Chevy Silverado, which saw a 43%
increase in views and a 5% increase in price compared to June of
last year, and the Dodge Ram 1500, which saw a 36% increase in
views and a 7% increase in price compared to June of last year.
Similar to the experience in new cars, interest in and prices of
larger vehicles like these plunged last year when gas prices
spiked but continue to rebound this year.

"With interest in these larger used vehicles growing, I think
you'll continue to see these price increases as these vehicles get
more scarce," said Mr. Perry.  "If you're considering purchasing a
used truck or SUV, you may want to jump on the deals while there
are still well-priced models on the lots."

In Certified Pre-Owned (CPO) views during June, the BMW 3 series
retained the No. 1 spot, a position it also held in May of this
year and in June of 2008.  The Honda Accord retained the No. 2
spot in CPO views in June, a spot it held in May of this year and
last June.  These perennial favorites and other CPO vehicles
listed for sale on AutoTrader.com continue to benefit from
consumers' growing interest in CPO vehicles as an avenue for
acquitting a newer, high-quality car at a price lower than a
similar new car.

"As price-conscious consumers concerned about the state of the
economy cross-shop new, used and CPO vehicles against each other,
we continue to see record traffic," said Mr. Perry.
"AutoTrader.com distinguishes itself among automotive inventory
sites by being the only one where consumers can opt to shop all
three categories of vehicles simultaneously.  I get a sense
looking at shopping activity on our site, and our record site
traffic that consumers are looking for quality, reliability and
affordability as they get ready to make their next new or used car
purchase.  Given the state of the economy, it's understandable
that many consumers are sitting on the fence, researching cars,
doing the math and waiting for the right piece of news or the
right economic figure to get them off the fence and onto the
dealer lot to make a purchase."

A copy of AutoTrader's statement and June results is available at
no charge at http://ResearchArchives.com/t/s?3e9b

                       About AutoTrader.com

AutoTrader.com -- http://www.autotrader.com/-- created in 1997
and headquartered in Atlanta, Ga., is the Internet's leading auto
classifieds marketplace and consumer information Web site.
AutoTrader.com aggregates in a single location about 3 million new
cars, used cars and certified pre-owned cars from thousands of
auto dealers and private owners.  The site attracts about
15 million unique monthly visitors.  Through innovative
merchandising functionality such as multiple photos, videos,
detailed descriptions and comprehensive research and compare
tools, AutoTrader.com unites new and used car buyers and sellers
online to improving the way people research, locate and advertise
vehicles. AutoTrader.com is a majority-owned subsidiary of Cox
Enterprises. The venture capital firm Kleiner Perkins Caufield &
Byers is also an investor.


* Geoff Richards Named Restructuring Financial Advisor of the Year
------------------------------------------------------------------
Geoffrey A. Richards, head of William Blair & Company's Special
Situations and Restructuring Group, was named Restructuring
Financial Advisor of the Year by Global M&A Network.  The award
recognizes Richards' work in 2008 to execute restructuring
solutions for financially distressed companies, both in and out of
bankruptcy.

"Amid 2008's tremendously uncertain and volatile environment,
Geoff and the Special Situations and Restructuring team worked
tirelessly to identify and execute the best possible solutions for
our clients," said Brent Gledhill, global head of Corporate
Finance for William Blair & Company.  "Geoff's experience as both
a banker and an attorney allows him to navigate the financial and
legal considerations facing our clients, which was extremely
valuable given the compressed timelines caused by the rapid
economic downturn."

Global M&A Network also recognized one of the deals Richards
oversaw in 2008 -- National Computer Print, Inc.'s acquisition by
Lion Equity Partners Holdings and Access Value Investors -- as the
turnaround deal of the year for the technology, telecom, and media
space.  Working closely with NCP's management, William Blair &
Company identified and completed an innovative sale transaction
that was necessary to satisfy the competing demands of NCP's
senior lenders, the company, the financial sponsor, and the buyer.

The Turnaround Atlas Awards were presented by Global M&A Network
at a ceremony in Chicago on June 23.  "[T] he demand for top
talent gathered at the Turnaround Atlas Awards gala is vital for
preserving industries, jobs, and rebuilding the American economy
and competitiveness," said Global M&A Network CEO Shanta Kumari.
"Winners and finalists can take pride for completing an impressive
array of turnarounds requiring creative collaboration and the very
best from the industry."

Geoffrey A. Richards has 14 years of complex transaction
experience in an extensive range of more than 100 restructuring
and distressed merger-and-acquisition engagements, both in and
outside Chapter 11, involving total debt outstanding of more than
$25 billion.  These engagements have involved public and private
companies, private equity sponsors, hedge funds, purchasers of
distressed assets and businesses, key secured and unsecured
creditors, DIP lenders, and creditors' committees.  His broad
industry experience includes manufacturing, distribution,
airlines, retail, food services, consumer products, real estate,
and broadcasting.  Mr. Richards was previously a managing director
at Giuliani Capital Advisors, L.L.C. and, before that, a partner
in the Kirkland & Ellis, L.L.P. restructuring practice.  He
received his B.A. from the University of Wisconsin-Madison and
J.D. from Brooklyn Law School after completing his third year of
law school at Northwestern University School of Law.  Since 2001,
Mr. Richards has taught a class on corporate restructuring as an
adjunct professor at Northwestern University School of Law.  He is
a member of the American Bankruptcy Institute, INSOL, and the
Turnaround Management Association.

William Blair & Company, L.L.C. -- http://www.williamblair.com/--
is a global investment firm offering investment banking, asset
management, equity research, institutional and private brokerage,
and private capital to individual, institutional, and issuing
clients.  Founded in 1935, William Blair & Company is based in
Chicago, with office locations including Boston, London, New York,
San Francisco, Shanghai, Tokyo, and Zurich.


* GM, Chrysler Bankruptcies Cause Worry on Warranties, Insurance
----------------------------------------------------------------
With the recently filed bankruptcies of both General Motors and
Chrysler approved, consumers are flooding social media sites,
blogs and advice columns with questions about car warranties and
auto insurance.  According to research conducted by
FreeInsuranceAdvice.com, these questions primarily fall into three
categories:

     -- Will car warranties be honored by the manufacturers and
        dealers?

     -- Does the bankruptcy filing impact existing auto insurance
        policies?

     -- How will outstanding car loans be affected?

Car warranties will be honored

A majority of the postings were related to whether GM and Chrysler
car warranties would be honored. According to an interview with
Steve Harris, General Motors' vice president of global
communications, the answer is yes. In addition to the company's
backing, the government's Warranty Commitment Plan was announced
in March to reassure buyers of General Motors and Chrysler
vehicles that warranty claims would be honored during the
companies' restructurings.

Auto insurance policies need to be monitored

Most people have insurance directly through major insurance
companies and those policies are not affected by the bankruptcies.
The financial services groups of both GM (GMAC Financial Services)
and Chrysler (Chrysler Financial) are separate companies with
strong financial records, despite their parent companies'
problems.  It is expected that they will be affected negatively
only to a small degree and for a short period of time as the
companies emerge from bankruptcy.  However, consumers who do have
their insurance carried by these financial service groups should
check with their insurance agents to ensure that coverage is
adequate and continuous.

"Consumers are rightfully nervous but the sky is not falling,"
says Michael Crosson, Publisher of FreeInsuranceAdvice.com.
"These two major car manufacturers should emerge stronger, leaner
and certainly more focused on creating better products.  This will
include better and longer warranties and better insurance
offerings.  At FreeInsuranceAdvice.com, our goal is to provide the
most up-to-date information as the market changes."

Car loans unchanged

Other consumers were concerned about being credited for payments
made to the financial services groups of the bankrupt companies.
Consumers who have loans should continue to make their payments,
according to federal authorities supervising the bankruptcies.
However, for these finance companies the future is far from rosy.
"Clearly, auto finance delinquencies are increasing," says Bradley
Rubin, automotive sector specialist with BNP Paribas.  "We think
there will be a significant increase in auto finance delinquencies
this year."

On the Net: http://www.FreeInsuranceAdvice.com


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
               Volumes I and II
------------------------------------------------------------------
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.

During the 1800s, when Burrill's work first came out, there were
innumerable cases dealing with voluntary assignments.  The case
law of the 1800s remains authoritative, informative, and
instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.

The format of the text, including the footnotes, is the standard
followed by many legal texts and handbooks, notably the multi-
volume American Jurisprudence.  The sections are numbered
consecutively in forty-five chapters.  There are 458 sections in
all.  The sections are relatively short, even though the subject
of voluntary assignments is complex and there is bountiful case
law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee.
More specific, detailed topics can be accessed using the index.
There are two appendices.  The first contains synopses of the
statutes of every state and territory on voluntary assignments.
The second appendix contains nearly thirty standard forms that can
be used for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.

Like a good lawyer breaking down a case so it can be comprehended
by a jury of average persons, so does Burrill and Avery-Webb deal
with the topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **