TCR_Public/090707.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 7, 2009, Vol. 13, No. 186

                            Headlines

2008 ASSET HOLDING: To Liquidate Assets in Chapter 11
87-10 51ST AVENUE: Case Summary & 16 Largest Unsecured Creditors
AGT CRUNCH: Taps Omni Management as Claims and Noticing Agent
AMERICAN INT'L: Files Form 424B3s Related to Exchange Offers
ANCHOR BLUE: Macerich, et al., Protest Wachovia Bank DIP Facility

ASARCO LLC: Aviva Settlement Agreement Approved
ASARCO LLC: Asbestos Panel Ch. 5 Actions Deadline Moved Post-Plan
ASARCO LLC: Parent Appeals Environmental Settlement Order
ASHWORTH BROTHERS: Case Summary & 20 Largest Unsecured Creditors
BEAZER HOMES: SEC Charges Ex-Chief Accounting Officer for Fraud

BERNARD MADOFF: SIPC Spending $231 Million on Claim Payments
CALPINE CORP: Nissequogue Cogen Settles Suit Against SUNY
CARAUSTAR INDUSTRIES: Sends Plan to Creditors for Voting
CHARTER COMM: Former Employee Says Allen Misled Investors
CHARTER COMM: Court Grants Open Ended Extension to Removal Period

CHARTER COMM: Agrees to Reinstate Goodell Class Claim
CHRYSLER LLC: NewCo Completes 9-Member Board of Directors
CHRYSLER LLC: Proposes Protocol for Assumption of Lemon Law Claim
CHRYSLER LLC: Mohr's Motion to Lift Stay to Liquidate PI Claim
CLEAR CHANNEL: Fails to Attract Interest in Debt

CRABTREE & EVELYN: Parent to Provide $40 Million Financing
CRUSADER ENERGY: Court Establishes July 28 Claims Bar Date
E*TRADE FINANCIAL: To Hold Special Shareholders Meeting in August
E*TRADE FINANCIAL: Supplements Prospectus on Certain Securities
EDDIE BAUER: Lists 38,000 Potential Creditors

ENERGY PARTNERS: Court Approves Parkman Whaling Financial Advisors
ENERGY PARTNERS: Court Approves Schully Roberts as Special Counsel
ENERGY PARTNERS: Court OKs Vinson & Elkins as Bankruptcy Counsel
ENERGY PARTNERS: Gets Court Approval of Alan D. Bell as CRO
EVIDENT TECHNOLOGIES: Legal Costs on IP Suit Forces Bankruptcy

FLEETWOOD ENTERPRISES: Has $1.75MM Offer for Garrett Facility
FLEETWOOD ENTERPRISES: Plan Filing Period Extended to October 6
FLUID ROUTING: Plan Filing Deadline Moved to September 3
FONTAINEBLEAU: Unsec. Creditors Tap Fox Rothschild as Co-Counsel
FONTAINEBLEAU: Court Approves Kurtzman As Claims Agent

FONTAINEBLEAU: Court Approves Bilzin Sumberg As Lead Counsel
FONTAINEBLEAU: Court Approves Kasowitz As Special Counsel
FORBES ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
FORD MOTOR: Suspends Production at Russian Plant on Weak Demand
FOUNDERS BANK: Head Raising Capital to Save Remaining Banks

FOUR BUCKS: Assigned Rents Not Estate Property, Judge Rules
GATEWAY ETHANOL: Court Approves Additional Financing of $718,000
GENERAL MOTORS: Court OKs Sale to U.S. Treasury-Backed Entity
GENERAL MOTORS: Will Have $950 Million for Wind-Down
GENERAL MOTORS: Consumer Privacy Ombudsman Files Status Report

GENERAL MOTORS: Creditors Panel Taps Butzel Long as Supplier Attys
GENERAL MOTORS: Friedman Wants Stay Lifted to Pursue Appeal
GENERAL MOTORS: WTC is Successor to Citibank as Indenture Trustee
GENERAL MOTORS: Pulls Out of 25-Year Nummi Venture With Toyota
GENERAL MOTORS: June Retail Sales Up 10% From May Levels

GENERAL MOTORS: Hitachi to Supply Hybrid Cars With Li-Ion Battery
GENERAL MOTORS: Beijing Auto Makes $924-Mil. Bid for Opel Unit
GENERAL MOTORS: Halts Production at Russian Plant on Weak Demand
GENX CORP: Trading Suspended Amid Questions on Promo Materials
GLOBAL SAFETY: Expects Restructuring Agreement With Lenders

HAWAII SUPERFERRY: Court Denies Change-of-Venue Request
HELLER EHRMAN: U.S. Trustee Adds 2 Members to Creditors Committee
HIGHLANDS INSURANCE: Files Motion for Permanent Injunction
IDEARC INC: Lenders Agree Committee Can Sue Over Loan
INLET RETAIL: Inlet Square Mall May Have New Owner by August 17

INTERLAKE MATERIAL: Liquidating Plan Goes to Creditors for Vote
JEFFERSON COUNTY: Senator Appeals to Alabama Governor for Aid
JH2 INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
LEAR CORP: Seeking Additional Support for Chapter 11 Plan
LEAR CORP: ISDA Determinations Committee Affirms "Credit Event"

LEAR CORP: CBAs & Customer Pacts Won't Be Issues in Ch. 11 Plan
LEHMAN BROTHERS: Wants Plan Filing Deadline Moved to March 2010
LEHMAN BROTHERS: Court Sets September 22 Claims Bar Date
LEHMAN BROTHERS: Committee Wants Examiner to Limit Barclays Probe
LEHMAN BROTHERS: LBI Trustee Asks for Approval of FSA Settlement

LEHMAN BROTHERS: LBI Trustee Starts Review of Customer Claims
LEVEL 3: Closes Debt Exchange With Unnamed Investor
LIVENT INC: Prosecutors Want 10 Years for Drabinsky & Gottlieb
LOG HOME: Files for Chapter 11 After Owner Sued for Theft
LUMINENT MORTGAGE: Court Confirms Second Amended Joint Plan

MAGNACHIP SEMICONDUCTOR: Plan Offers 71% for First-Lien Creditors
METALDYNE CORP: Committee Taps Reed Smith as Counsel
METALDYNE CORP: Proposes Donnelly Penman as Investment Banker
MGM MIRAGE: Clients Demand Significant Price Cuts for Condos
MIDWAY GAMES: Court OKs Sale of Assets to Time Warner

MIDWAY GAMES: Court OKs Thomas Settlement, Aug. 10 Plan Deadline
MONACO COACH: Court Converts Case to Chapter 7 Liquidation
MXENERGY HOLDINGS: Commences Discounted Offer; Bankruptcy Warning
NEW CENTURY: Allowed Appeal on Confirmation Reversal
NORTEL NETWORKS: Ex-Federal Judge Leads Class Action Suit

NORTEL NETWORKS: Selected by Telecom Liechtenstein for UC Network
NORTEL NETWORKS: Wins Court Nod to Sell French Unit
NORTEL NETWORKS: Selected by Ziggo for IP Telephony in Netherlands
NORWOOD PROMOTIONAL: Files Schedules of Assets and Liabilities
OCEANAIRE TEXAS: Case Summary & 40 Largest Unsecured Creditors

PACIFIC ENERGY: Court Approves Key Employee Incentive Plan
PACIFIC ENERGY: Plan Filing Period Extended to November 4
PILGRIM'S PRIDE: Assumes 58 Real Property Leases
PILGRIM'S PRIDE: Retains Integrity Mgt. as Operational Consultant
PILGRIM'S PRIDE: Texas Comptrollers Wants to Effectuate Setoff

POMARE LTD: Files Amended Plan; Court to Hear Plan Outline July 15
PRIMUS TELECOM: Consummates Confirmed Reorganization Plan
PROVIDENT ROYALTIES: Can Use Sinclair Cash Collateral on Interim
QSGI INC: Case Summary & 20 Largest Unsecured Creditors
RH DONNELLEY: Wins Final Approval to Use Cash Collateral

RH DONNELLEY: Committee Establishes Info Access Protocol
RH DONNELLEY: Committee Proposes to Retain Ropes & Gray As Counsel
ROBETEX INC: Case Summary & 17 Largest Unsecured Creditors
ST GERMAIN: Involuntary Chapter 11 Case Summary
STANFORD GROUP: Antigua Liquidators Win Fight Over Assets

STANFORD GROUP: Owner's Passport Found; Lawyer to Re-appeal Bail
STEVEN MALFO: Case Summary & 3 Largest Unsecured Creditors
TEUFEL NURSERY: Can Use $1.5MM Textron Cash Collateral on Interim
THUNDERBIRD HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
TOUSA INC: Disclosure Statement Hearing Adjourned Sine Die

TOUSA INC: Creditors Committee Sues Directors & Officers
TOUSA INC: Applies for Approval to Management Incentive Plan
TROPICANA ENT: Lenders Group Objects to Columbia Sussex's Claims
TROPICANA ENT: Lenders Group Objects to Wimar Tahoe Admin. Claim
TWIN CITIES: Files Chapter 11 in St. Paul, Minnesota

USG CORP: Court Formally Closes Chapter 11 Case
USG CORP: Garlock Settles Dispute with Asbestos PI Trust
USG CORP: Asbestos PI Trust's 2008 Annual Report
VISTEON CORP: $5.1MM for Pre-Bankr. Debt to Foreign Vendors Okayed
VISTEON CORP: Committee Retains KCC as Web Site Administrator

VISTEON CORP: Applies to Hire Crowell As Antitrust Counsel

* Earnings Drop Worldwide as Unemployment Discourage Consumers
* Hotels May Lead Commercial Real Estate in Defaults
* No Jury Trial on Turnover Action, First Circuit Holds

* Prime Mortgage Delinquencies Rise Sharply in 2009
* Unemployment Rate Climbed to 9.5% in June

* David J. Bell Joins Capstone Advisory Group
* Wachtell Lipton Doubles Merger Work Despite Fall in Deals Volume

* Large Companies With Insolvent Balance Sheets

                            *********

2008 ASSET HOLDING: To Liquidate Assets in Chapter 11
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, 2008 Asset Holding
Corp., formerly known as GSC Capital Corp., intends to file a
Chapter 11 liquidating plan it hopes will be supported by the
noteholders.  The Debtor owes $97.9 million on 7.25% senior
convertible notes.

GSC Capital Corp., a real estate investment trust, was formed to
invest in mortgage-backed securities, residential mortgages,
mortgage loans, and a variety of real estate-related derivatives.
Some of the assets are worthless and will be abandoned, Bloomberg
said, citing a court filing.

2008 Asset Holding, together with two subsidiaries, filed for
Chapter 11 on June 30, 2009 (Bankr. S.D.N.Y. Case No.: 09-14264).
Shannon Lowry Nagle, Esq., at O'Melveny & Myers, LLP, in New York
serves as counsel.  The petition says assets range from $1,000,001
to $10,000,000 while debts are between $100,000,001 and
500,000,000.


87-10 51ST AVENUE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 87-10 51st Avenue Owners Corp.
        c/o Owners Coporation
        P.O. Box 790105
        MIddle Village, NY 11379-0105

Bankruptcy Case No.: 09-45657

Chapter 11 Petition Date: July 5, 2009

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Douglas T. Tabachnik, Esq.
                  dtabachnik@dttlaw.com
                  Law Offices of Douglas T. Tabachnik, P.C
                  Woodhull House
                  63 West Main Street, Suite C
                  Freehold, NJ 07728
                  Tel: (732) 780-2760
                  Fax: (732) 780-2761

The Debtor's financial condition as of July 4, 2009:

Total Assets: $19,555,000

Total Debts: $6,730,088

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
NYC Water Board                                  $294,618
P.O. Box 410
Church Street Station
New York, NY 10008-0410

Castle Oil Corporation                           $246,161
c/o Michael M. Meadvin
440 Mamaroneck Ave., Suite 402
Harrison, N.Y. 10528

Scher Martin H.                                  $114,917
1 Old Country Rd Ste 385
Carle Place, NY 11514-185

Approved Oil                                     $56,388

Consolidated Edison Co. of N.Y.                  $4,746

NY State Tax Commission                          $5,542

Philadelphia Insurance                           $1,985

Imperial Elevator Corp                           $1,801

NYS Dept. of Taxation                            $772

National Grid                                    $754

Tower Glass Products                             $561

Scher Martin H.                                  $440

Paychex, Inc.                                    $259

Verizon                                          $348

NYC Department of Finance                        $140

Dependable Sewer & Drain, Inc.                   $92

The petition was signed by Nicholas Dovas, president.


AGT CRUNCH: Taps Omni Management as Claims and Noticing Agent
-------------------------------------------------------------
Hon Robert E. Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized AGT Crunch Acquisition LLC and its
debtor-affiliates to employ Omni Management Group, LLC, as claims
and noticing agent.

Omni Management is expected to, among other things:

   a) assist the Debtors and their professionals with the
      preparation of a creditor matrix, service lists, and other
      documents and exhibits pertaining to first day motions and
      applications;

   b) develop a case-specific Web site to communicate pertinent
      information and pleadings; and

   c) transfer data to maintain the creditor matrix for notice and
      other purposes and continually revise and update the
      creditor matrix as necessary.

Robert Berger, a consultant of Omni Management, told the Court
that the firm received a $25,000 retainer.

The hourly rates of Omni Management's personnel are:

     Senior Consultants                  $195 - $295
     Consultants/ project Specialists     $75 - $125
     Programming                         $130 - $200
     Clerical Support                     $35 -  $95

Mr. Berger assured the Court that Omni Management is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About AGT Crunch Acquisition Co.

AGT Crunch Acquisition Co. and its affiliates own Crunch Fitness,
chain of 19 high-end fitness clubs.  The clubs, with 73,000
members, are located in New York, Chicago, Los Angeles and Rock
Creek, Maryland.

New York-based AGT Crunch Acquisition LLC and its affiliates filed
for Chapter 11 on May 6, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
12889).  Davin J. Hall, Esq., at Dechert LLP, represents the
Debtors in their restructuring efforts.  Diana G. Adams, the U.S.
Trustee for Region 2, appointed seven creditors to serve on the
official committee of unsecured creditors in the Debtors' Chapter
11 cases.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


AMERICAN INT'L: Files Form 424B3s Related to Exchange Offers
------------------------------------------------------------
American International Group, Inc., filed with the Securities and
Exchange Commission prospectuses under Form 424B3 related to its
offer to exchange:

  -- $4,000,000,000 8.175% Series A-6 Junior Subordinated
     Debentures for any and all outstanding 8.175% Series A-6
     Junior Subordinated Debentures

     See http://ResearchArchives.com/t/s?3eb1

     The terms of the new junior subordinated debentures are
     substantially identical to the terms of the old junior
     subordinated debentures, except that the new junior
     subordinated debentures are registered under the Securities
     Act of 1933, and the transfer restrictions, registration
     rights and additional interest provisions currently
     applicable to the old junior subordinated debentures do not
     apply to the new junior subordinated debentures.

  -- $3,250,000,000 8.250% Notes Due 2018 for any and all
     Outstanding 8.250% Notes Due 2018

     See http://ResearchArchives.com/t/s?3eb2

     The terms of the new 8.250% Notes due 2018 are substantially
     identical to the terms of the old 8.250% Notes due 2018,
     except that the New Notes are registered under the
     Securities Act of 1933, and the transfer restrictions,
     registration rights and additional interest provisions
     currently applicable to the Old Notes do not apply to the
     New Notes.

The Exchange Offer was to expire at 5:00 p.m., New York City time,
on July 2, 2009, unless extended by AIG.

On March 2, 2009, AIG and the Board of Governors of the Federal
Reserve System announced their intent to enter into transactions
pursuant to which AIG would transfer to the Federal Reserve Bank
of New York preferred equity interests in newly-formed Delaware
limited liability companies.  Each LLC would hold (directly or
indirectly) 100% of the common stock of an AIG operating
subsidiary (American International Assurance Company, Limited in
one case and American Life Insurance Company in the other).

On June 25, 2009, AIG and the FRBNY entered into definitive
agreements with respect to these transactions.  In exchange for
the preferred interests received by the FRBNY, there will be a
$25 billion reduction in the outstanding balance and maximum
amount available to be borrowed on the lending commitment under
the Credit Agreement, dated as of September 22, 2008, as amended,
between AIG and the FRBNY (provided the maximum amount available
under the FRBNY Facility will not be less than $25 billion as a
result of such reduction).

As part of the purchase agreement, AIRCO will transfer 100% of the
common stock of AIA to a newly-formed Delaware limited liability
company; AIRCO and AIG will retain 100% of the common interests of
AIA LLC; and the FRBNY will receive 100% of the preferred
interests of AIA LLC.  As consideration for the preferred
interests in AIA LLC to be received by the FRBNY, there will be a
reduction of $16 billion in the outstanding balance of the FRBNY
Facility and the maximum amount available to be borrowed
thereunder (provided the maximum amount available under the FRBNY
Facility shall not be less than $25 billion as a result of such
reduction).

The common interests will entitle AIG to 100% of the voting power
of AIA LLC, including the right to appoint the entire board of
directors of AIA LLC.  The preferred interests will entitle the
FRBNY to veto rights over certain significant actions by AIA LLC
and its subsidiaries and the right, subject to certain
restrictions, to compel AIA LLC to take certain actions, including
an initial public offering of the company and a sale of the
company.  The preferred interests received by the FRBNY will have
a liquidation preference of $16 billion and will accrue a return
of 5% per annum until September 22, 2013 and thereafter 9% per
annum.

The transactions contemplated by the AIA Purchase Agreement are
subject to certain conditions, including regulatory approvals, the
closing of the transactions contemplated by the ALICO Purchase
Agreement and certain other conditions.

In a separate purchase agreement, AIG will transfer 100% of the
common stock of ALICO to a newly-formed Delaware limited liability
company; AIG will retain 100% of the common interests of ALICO
LLC; and the FRBNY will receive 100% of the preferred interests of
ALICO LLC.  As consideration for the preferred interests in ALICO
LLC to be received by the FRBNY, there will be a reduction of
$9 billion in the outstanding balance of the FRBNY Facility and
the maximum amount available to be borrowed thereunder (provided
the maximum amount available under the FRBNY Facility shall not be
less than $25 billion as a result of such reduction).

The common interests will entitle AIG to 100% of the voting power
of ALICO LLC, including the right to appoint the entire board of
directors of ALICO LLC.  The preferred interests will entitle the
FRBNY to veto rights over certain significant actions by ALICO LLC
and its subsidiaries and the right, subject to certain
restrictions, to compel ALICO LLC to take certain actions,
including an initial public offering of the company and a sale of
the company.  The preferred interests received by the FRBNY will
have a liquidation preference of $9 billion and will accrue a
return of 5% per annum until September 22, 2013, and thereafter 9%
per annum.

The transactions contemplated by the ALICO Purchase Agreement are
subject to certain conditions, including regulatory approvals, the
closing of the transactions contemplated by the AIA Purchase
Agreement and certain other conditions.

                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.


ANCHOR BLUE: Macerich, et al., Protest Wachovia Bank DIP Facility
-----------------------------------------------------------------
The Macerich Company, Passco Real Estate Enterprises, Texas
Comptroller of Public Accounts and CBL Associates Management Inc.
object to the request of Anchor Blue Retail Group Inc. and its
debtor-affiliates to access postpetition financing from Wachovia
Bank National Association.

The Debtors leased retail space from Macerich Company where they
continue to operate retail stories as tenants pursuant to
unexpired leases of nonresidential real property at certain
shopping locations.  In its objection, Macerich argues that the
Debtors have no authority to disregard the terms of their leases
and the protections granted it under the U.S. Bankruptcy Code.
Macerich Company contends that it did not create the Debtors'
financial maladies and should not bear the consequences of this
bankruptcy through loss of their contractual rights.  Ballard
Spahr Andrews & Ingersoll LLP and Katten Muchin Rosenman LLP
represent Macerich Company.

A hearing is set for July 17, 2009, at 2:00 p.m., to consider
approval of the DIP financing.

As reported in Troubled Company Reporter on June 18, 2009, the
Court authorized, on an interim basis, the Debtors' to obtain
postpetition loans, advances and other financial accommodations
from Wachovia Bank.  As of the Debtors' petition date, the amount
of all revolving loans, letters of credit accommodations and other
prepetition obligations owed was $20,193,970, plus interest
accrued and accruing.  The amount of all term loans and other
prepetition obligations owed to Ableco Finance LLC, as agent and
the revolving loan lenders was $76,327,692, plus interest accrued
and accruing thereon.

                 About Anchor Blue Retail Group

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

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


ASARCO LLC: Aviva Settlement Agreement Approved
-----------------------------------------------
At a June 30, 2009 hearing, Judge Schmidt overruled objections
filed against the approval of ASARCO LLC's settlement agreement
with Aviva Canada Incorporated.  The terms of the order approving
the settlement were stated on the record by the Court.

Pursuant to the settlement, Aviva will buy back its insurance
rights for $1,150,000, which funds have been paid and deposited
by ASARCO into an interest bearing segregated account.

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Asbestos Panel Ch. 5 Actions Deadline Moved Post-Plan
-----------------------------------------------------------------
ASARCO LLC and the Official Committee of Unsecured Creditors for
the Asbestos Subsidiary Debtors agree to further toll and extend
the time by which the Asbestos Committee may commence actions
under Chapter 5 of the Bankruptcy Code to 90 days after the
effective date of a confirmed plan of reorganization in the
bankruptcy cases, unless ASARCO, the Subsidiary Debtors, and the
Subsidiary Committee agree otherwise in writing.  Nothing in the
Agreement will revive, extend, or reinstate any limitations
period that expired prior to April 10, 2007.

The Court previously approved the parties' agreement to toll and
to extend until July 1, 2009, the time by which the Asbestos
Committee may commence actions.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


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

Through its appeal, the Parent want the District Court to review
whether Judge Schmidt erred, as a matter of law, in:

  (1) approving the Amended Settlement Agreement and Consent
      Decree Regarding Residual Environmental Claims for the
      Coeur d'Alene, Idaho, Omaha, Nebraska, and Tacoma,
      Washington Environmental Sites among the United States,
      the States of Washington and Nebraska, and ASARCO, as that
      settlement pertains to the Omaha, Nebraska Lead Site,
      insofar as the Bankruptcy Court restricted the procedural
      fairness inquiry required under United States v. Cannons
      Engineering Corp., 899 F.2d 79, 90 (1st Cir. 1990) to the
      actual settlement negotiations between the Debtors and the
      Environmental Protection Agency, rather than also
      considering evidence of the EPA's misconduct and errors of
      procedures designed by EPA to create an unfair bargaining
      environment during those negotiations;

  (2) making findings of fact pertaining to procedural fairness
      as set forth in the Court's findings and conclusions,
      specifically, whether the Bankruptcy Court erred in
      failing to find that:

      -- the EPA's delays of required Omaha Lead Site studies
         resulted in procedural unfairness with respect to the
         Omaha settlement;

      -- the tactical decision of the Agency for Toxic
         Substances and Disease Registry, in coordination with
         the EPA, not to perform a public health study resulted
         in procedural unfairness with respect to the Omaha
         settlement; and

      -- it was procedurally unfair for the EPA to intentionally
         withhold exculpatory public information, despite the
         existence of this information, EPA's obligation to
         produce it, and outstanding requests for it, during the
         time the EPA negotiated the Omaha settlement with
         Debtors;

  (3) approving the Residual Environmental Settlement, as that
      settlement pertains to the OLS, insofar as the Bankruptcy
      Court failed to assess whether the settlement fairly
      apportions liability based on ASARCO's comparative fault,
      as required under the substantive fairness prong set forth
      in Cannons Engineering;

  (4) making findings of fact pertaining to substantive fairness
      as set forth in the Findings and Conclusions, specifically
      whether the Bankruptcy Court erred in failing to find
      that:

      -- ASARCO is not responsible for lead in residential
         soils;

      -- lead-based paint is the predominant source of lead
         contamination at the OLS;

      -- CERCLA does not permit EPA to pursue a cost recovery
         action against a potentially responsible party when it
         involves the clean up of lead-based paint, which is
         noted as the primary and overwhelming cause of
         contamination at the OLS; and

      -- evidence from park studies and a cemetery study
         confirms that lead-based paint is the primary and
         overwhelming cause of contamination at the OLS;

  (5) approving the Residual Environmental Settlement, as that
      settlement pertains to the OLS, insofar as the Bankruptcy
      Court failed to preclude a cost recovery settlement under
      CERCLA where the entire body of evidence establishes that
      the remedy has failed and will continue to fail, rendering
      the settlement unreasonable under the standard for
      approval of CERCLA settlements set forth in Cannons
      Engineering;

  (6) making findings of fact pertaining to reasonableness as
      set forth in the Findings and Conclusions in failing to
      find that:

      -- the Omaha Settlement provides for an ineffective remedy
         at the OLS that improperly emphasizes soil removal
         while failing to remove lead-based paint, the primary
         cause of lead contamination at the site; and

      -- the evidence clearly demonstrates that any remedy short
         of lead-based paint abatement at the OLS will fail to
         remediate the lead contamination at that site; and

  (7) approving these consent decrees and settlement agreements:

      -- The Amended Consent Decree and Settlement Agreement
         Establishing a Custodial Trust for Certain Owned Sites
         in Alabama, Arizona, Arkansas, Colorado, Illinois,
         Indiana, New Mexico, Ohio, Oklahoma, Utah and
         Washington among the United States, ASARCO, ASARCO
         Master, Inc., Arkansas, Colorado, Illinois, Indiana,
         New Mexico, Ohio, Oklahoma, Utah and Washington,
         LePetomane XXV, and St. Paul Travelers;

      -- The Consent Decree and Settlement Agreement Regarding
         the Montana Sites among the United States, the State of
         Montana, ASARCO, ASARCO Consulting, Inc., American
         Smelting and Refining Company, ASARCO Master Inc., and
         the Montana Environmental Trust Group, LLC; and

      -- The Consent Decree and Settlement Agreement
         Establishing a Custodial Trust for the Owned Smelter
         Site in El Paso, Texas and the Owned Zinc Smelter Site
         in Amarillo, among the United States, the State of
         Texas, ASARCO and American Smelting and Refining
         Company because those Custodial Trust Settlements
         constitute an improper sub rosa plan.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASHWORTH BROTHERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ashworth Brothers, Inc.
        3220 S. 2050 W.
        West Haven, UT 84401

Bankruptcy Case No.: 09-26973

Chapter 11 Petition Date: July 3, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Knute Rife, Esq.
                  Wrona Law Offices
                  11650 S. State, Suite 103
                  Draper, UT 84020
                  Tel: (801) 676-5252
                  Email: karife@rifelegal.com

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

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

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

          http://bankrupt.com/misc/utb09-26973.pdf

The petition was signed by Kellie Kendrick, financial manager of
the Company.


BEAZER HOMES: SEC Charges Ex-Chief Accounting Officer for Fraud
---------------------------------------------------------------
The Securities and Exchange Commission has charged the former
chief accounting officer of Atlanta-based home builder Beazer
Homes, USA, Inc., for conducting a multi-year fraudulent earnings
management scheme and misleading Beazer's outside auditors and
internal Beazer accountants in order to conceal his wrongdoing.

The SEC alleges that Michael T. Rand of Sandy Springs, Ga.,
fraudulently decreased Beazer's reported net income by recording
improper accounting reserves during certain periods between 2000
and 2005 in order to meet or exceed analysts' expectations for
Beazer's diluted earnings per share (EPS) and maximize yearly
officer and senior employee bonuses.  Mr.  Rand began reversing
these improper reserves beginning in the first quarter of fiscal
year 2006 in order to offset Beazer's declining financial
performance.

"Michael Rand orchestrated an old-fashioned 'cookie jar' earnings
management scheme where he hid from view over $60 million in so-
called reserves," said Robert Khuzami, Director of the SEC's
Division of Enforcement.  "Then when Beazer's business declined,
he fraudulently reversed those secret reserves and appeased
financial analysts, enticed new investors, and most importantly
earned himself an undeserved lucrative bonus."

The SEC also alleges that in fiscal year 2006 and the first two
quarters of fiscal year 2007, Mr. Rand improperly recognized
revenue from the sale and leaseback of certain model homes on
Beazer's financial statements and used secret side agreements in
order to hide his misconduct from Beazer's outside auditors.
Cumulatively, Mr. Rand's actions caused Beazer to understate its
income in SEC filings by approximately $63 million during fiscal
years 2000 to 2005, representing approximately 7 percent of
Beazer's cumulative actual restated net income of $955 million for
the period.  Mr. Rand's fraudulent actions caused Beazer to
overstate its income and understate its loss by a total of $47
million during fiscal 2006 and the first two quarters of fiscal
2007, representing 20 percent of Beazer's cumulative actual
restated net income of $232 million for the period.

The SEC's complaint, filed in U.S. District Court for the Northern
District of Georgia, charges Mr. Rand with violations of the
antifraud, reporting, books and records and internal control
provisions of the federal securities laws, and seeks a permanent
injunction, disgorgement of Mr. Rand's ill-gotten gains plus
prejudgment interest, and a financial penalty.

The SEC also seeks a court order barring Rand from acting as an
officer or director of any public issuer.

The Commission acknowledges the assistance of the U.S. Attorney's
Office of the Western District of North Carolina. The SEC's
investigation is continuing.


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

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

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

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

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

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

                       About Bernard Madoff

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

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

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

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

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


CALPINE CORP: Nissequogue Cogen Settles Suit Against SUNY
---------------------------------------------------------
Pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil
Procedure and Rule 7041(a)(1)(A)(ii) of the Federal Rules of
Bankruptcy Procedure, Nissequogue Cogen Partners dismisses its
claims against the State University of New York and the State
University of New York at Stony Brook.  Both SUNY and SUSB
dismiss their counterclaims against Nissequogue Cogen in the
adversary proceeding.

The parties have agreed that all of their claims and counterclaims
will be dismissed in their entirety with prejudice, with each
party to bear its own costs.

                         Parties' Dispute

Debtor Nissequogue Cogen Partners and the State University of New
York are parties to a prepetition thermal energy and electric
energy supply agreement, under which Nissequogue produces and
delivers thermal energy in the form of steam equal to SUSB's
total thermal requirements.

James  W. Draughn, Jr., P.C., Esq., at Kirkland & Ellis LLP, in
New York, relates that a re-basing of the employment cost index
by the U.S. Department of Labor in 2005 resulted in substantial
increases in Nissequogue's compensation for steam under the
contract.  The Debtor informed SUNY that it will continue to use
the 1989 ECI values to calculate SUNY's payments under the Supply
Contract; however, Mr. Draughn says SUNY responded that it is
preparing to file a claim in excess of $5,000,000 against the
Debtor and insisted that Nissequogue use the December 2005 ECI
for billing under the Supply Contract.

Nissequogue anticipates that SUNY will continue to refuse payment
of any amounts associated with the application of the calculated
June 1989 ECI until the Court enters a judgment requiring that
payments should be made.

Furthermore, in 2004, SUNY installed a gas-fired energy
production equipment in the State University of New York at Stony
Brook, or SUSB, campus, which, according to Mr. Draughn would
result to the displacement of the thermal energy that SUNY was
required under the Supply Contract to purchase.  By using the
equipment, the Debtor asserts that SUNY violated the Supply
Contract.  Mr. Draughn says Nissequogue has spent more than
$95,000,000 to design and construct a cogeneration facility at
the SUSB Campus to produce the required steam and electricity
based on SUNY's purchase commitment.

The Debtor further relates that SUNY has also refused to pay for
more than 400kwh of energy after claiming that its meters
displayed electricity volumes down to the nearest tenth of a
kilowatt hour, while Nissequogue's meters displayed volumes to
the nearest 200 kilowatts.

The Debtor alleges that SUNY has breached the Supply Contract by:

  (a) failing to make monthly steam payments reflecting proper
      escalation by an appropriate index; and

  (b) failing to purchase from Nissequogue certain of SUSB's
      steam requirements and by refusing to pay for electricity
      that Nissequogue has delivered based on alleged
      differences between Nissequogue's electric meters and
      meters maintained by SUNY.

Accordingly, the Debtor asked the Court to award it damages,
which, according to Mr. Draughn will exceed $4,000,000, for
SUNY's breaches of contract, including pre-judgment interest.

                         About Calpine

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

The Company and its affiliates filed for chapter 11 protection on
Dec. 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 Aug. 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 Sept. 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 Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

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


CARAUSTAR INDUSTRIES: Sends Plan to Creditors for Voting
--------------------------------------------------------
According to Bill Rochelle at Bloomberg, the U.S. Bankruptcy Court
for the Northern District of Georgia has approved the disclosure
statement to Caraustar Industries Inc.'s pre-negotiated Chapter 11
plan, paving the way for the Plan to go to creditors for voting.
The Court will convene a hearing to consider confirmation of the
Plan on August 5.

Pre-bankruptcy, Caraustar reached agreement with holders of
approximately 83% of its 7-3/8% Senior Notes maturing June 1,
2009, and 91% of its 7-1/4% Senior Notes maturing May 1, 2010, on
the terms of a Chapter 11 restructuring that would reduce the
company's debt obligations by approximately $135 million.

Under the Chapter 11 plan, the Company's common stock holders will
receive their pro rata share of $2.9 million, or about 10 cents
per share, subject to certain conditions, the company said.
Further, the Company's existing Senior Notes will be exchanged for
an aggregate of $85 million in new Senior Secured Notes and 100%
of the common stock of the reorganized company.  Unsecured
creditors will receive full recovery.

The reorganized company is expected to emerge as a private entity
with Wayzata Investment Partners LLC becoming the company's
controlling shareholder, Caraustar stated.

                    About Caraustar Industries

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

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


CHARTER COMM: Former Employee Says Allen Misled Investors
---------------------------------------------------------
In a letter addressed to the Honorable Stuart M. Bernstein, Chief
Judge of the United States Bankruptcy Court for the Southern
District of New York, Nicholas J. Hubbuch of Lake Saint Louis,
Missouri, says that the prepackaged plan of reorganization of
Charter Communications Inc. has many discrepancies, and that Judge
James M. Peck lacks knowledge of those numerous inconsistencies.

Mr. Hubbuch says he is a former director of Information Technology
at Charter, serving from 1998 through 2002, and has some
information regarding Charter's violation of the Sarbanes-Oxley
Act of 2002 that has never been investigated.  He contends that
the violation specifically relates to Charter's data storage and
recovery as mandated by the Sarbanes-Oxley Act, which put all
investors at risk.  "The specifics will take up much space so I'll
wait to hear from you to provide them," he adds.

The Sarbanes-Oxley Act creates a new, quasi-public agency, the
Public Company Accounting Oversight Board, charged with
overseeing, regulating, inspecting and disciplining accounting
firms in their roles as auditors of public companies, and covers
issues, including auditor independence, corporate governance,
internal control assessment, and enhanced financial disclosure.

"Charter's  Pre-Packaged Bankruptcy it is a total sham and one
that has been allowed to proceed without any investigation by any
governmental agencies," Mr. Hubbuch tells the Court.  "There are
entirely too many fraudulent activities that have been perpetrated
by Charter, Paul Allen, and the Officers of the company," he
continues.

As a retiree and Vietnam veteran, Mr. Hubbuch declares that he is
appalled that these miscarriages of justice are allowed to go
unchallenged in the United States of America.  Among others, he
points out these specific allegations:

  -- Chairman and Microsoft co-founder Paul Allen along with the
     board of directors failed to exercise their fiduciary
     responsibilities to Charter's shareholders;

  -- Charter management over extended capital expenditures, or
     Capex, spending, and kept Charter in the perpetual state of
     losses to maintain the net operating losses or NOLs built
     up for Mr. Allen's personal use.  Mr. Allen, since
     purchasing Charter, has taken its NOLs and used it to
     offset his taxes;

  -- Misleading statements made by Charter's chief financial
     officer on the second quarter of 2008 conference call
     regarding availability of funds to conduct business through
     all of 2010;

  -- Failure of Charter to fairly value their subscriber base in
     the planned bankruptcy filing to fraudulently wipe out the
     common shareholder equity.  Recent estimates by industry
     experts (Kagan) estimate Charter subscribers on average
     provide $108 revenue each month; and

  -- Due to a provision in the economic stimulus legislation
     signed by President Barack Obama, since Mr. Allen's stake
     in Charter is around 50%, his partnership share of the debt
     forgiveness could be as much as $4 billion.

He notes that Judge Peck has denied a motion to create an equity
committee to represent shareholders in Charter's bankruptcy,
saying it would be too costly and would threaten the cable
company's restructuring.  If an equity committee would be too
costly, "then why is it that Charter has been spending money
through this entire bankruptcy like it was water to enlarge their
homes passed along with other campaigns that are extremely costly?
This can easily be verified by looking at their expenses and
asking how Judge Peck could make such an unscrupulous ruling," Mr.
Hubbuch points out.

A copy of Mr. Hubbuch's letter is available for free at:

    http://bankrupt.com/misc/CCI_Letter_Hubbuch_070109.pdf

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Court Grants Open Ended Extension to Removal Period
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Charter Communications, Inc., and
its debtor-affiliates may remove actions to the later of:

(1) a plan of reorganization's confirmation date;

(2) the date that is 30 days after the entry of an order
     terminating the automatic stay provided by Section 362 of
     the Bankruptcy Code with respect to the particular action
     sought to be removed; and

(3) with respect to actions commenced after the Petition Date,
     the time periods set forth in Rule 9027(a)(3), which is
     the shorter of:

     * 30 days after receipt of a copy of the initial pleading
       setting forth the claim or cause of action sought to be
       removed, or

     * 30 days after receipt of the summons if the initial
       pleading has been filed with the court but not served
       with the summons.

Judge Peck noted that the order will be without prejudice to any
position the Debtors may take regarding whether Section 362 of the
Bankruptcy Code applies to stay any action.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMM: Agrees to Reinstate Goodell Class Claim
-----------------------------------------------------
Charter Communications Inc. and its affiliates filed an interim
objection to the requests for (i) class certification and for
class treatment of proof of claim, and (ii) estimation of that
Class Claim filed by Marc Goodell, Philip Powers, Chad Werth, Ross
Blakley and Dominic Tucker.

Goodell, et al., filed a multi-state class action lawsuit in the
U.S. District Court for the Western District of Wisconsin against
Charter Communications, LLC, and Charter Communications, Inc.,
seeking payment of unpaid wages and overtime compensation on
behalf of a class of plaintiffs, who assert claims under the wage
and hour laws of California, Michigan, Minnesota, and Missouri.

The Debtors told Judge Peck that the request for class
certification should be denied because Goodell, et al., have
failed to establish that certification of a class would advance
the efficient administration of the bankruptcy estates, and
further failed to establish the elements necessary for
certification of a class pursuant to Rules 9014 and 7023 of the
Federal Rules of Bankruptcy Procedure.

The Debtors and Goodell, et al., eventually agreed on, and
submitted to the Court a stipulation resolving and withdrawing the
Goodell Requests.

Pursuant to the Debtors' Plan, and notwithstanding any subsequent
amendment to the terms of the Chapter 11 Plan that may alter the
sections subject to the stipulation, the parties agree and
stipulate that the contingent, unliquidated and disputed Class A-3
and Class J-6 claims alleged in the Goodell Action will be
reinstated and rendered unimpaired in accordance with Section 1124
of the Bankruptcy Code upon confirmation of the Plan.

For the avoidance of doubt, unless the Plan is subsequently and
materially modified so that Class A-3 or Class J-6 claims,
including those of the Goodell Plaintiffs, will not be reinstated
and rendered unimpaired, Goodell, et al., will be permitted to
pursue the claims asserted in the Goodell Action upon both
confirmation of the Plan and after its effective date.

Goodell, et al., will maintain the right to request class
certification in the Goodell Action and the Debtors will maintain
the right to oppose class certification, except on the basis of
waiver, failure to expeditiously move for estimation or class
certification, or prejudice resulting from any delay in the
prosecution of the Requests.  Goodell, et al., withdraw their
Requests and their Class Proof of Claim, and will not refile any
Requests or Proof of Claim, subject to certain exception.

If a Chapter 11 plan for the Debtors providing for the
reinstatement of the Class Claims is not confirmed by August 31,
2009, Goodell, et al., may refile a request to estimate or certify
a class for submission of a class proof of claim, as well as
resubmit their Class Proof of Claim.  The Debtors may oppose that
request on any ground other than on the basis of waiver, failure
to expeditiously move for estimation or class certification, or
prejudice resulting from any delay in the prosecution of the
Requests.

The Debtors agree that the discharge injunction and releases
provided for under the Plan do not apply to the claims asserted by
Goodell, et al., in the Goodell Action.

The parties further agree and stipulate that, after both
confirmation of the Plan and its effective date, they will file a
request to lift that certain stay order entered by the District
Court so that the parties may proceed with the litigation and the
District Court may consider pending motions.  Other than the
agreements and limitations stated in the stipulation, the parties
agree that the parties maintain and do not waive any rights
regarding the prosecution or defense of the Goodell Claims,
including all rights relating to the venue, service of process,
jurisdiction, the right to a jury trial, or scheduling of the
Goodell Action, and agree that the issues will be determined at a
later date.

Should the Debtors amend their Plan to provide that Class A-3 or
Class J-6 claims, including those of the Goodell Plaintiffs, will
not be reinstated and rendered unimpaired upon confirmation, the
stipulation will be terminated.  In that case, Goodell, et al.,
may refile the Requests and their Class Proof of Claim, and the
Debtors will be estopped from asserting any defense thereto on the
basis of waiver, failure to expeditiously move for estimation, or
prejudice resulting from any delay in prosecution of the Goodell
Requests.

                 About Charter Communications

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

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

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

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

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

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


CHRYSLER LLC: NewCo Completes 9-Member Board of Directors
---------------------------------------------------------
Chrysler Group LLC announced on July 5, 2009, the appointment of
additional members to its Board of Directors, completing the nine-
member Board that will provide oversight to the Chrysler Group.

"The formal creation of our Board of Directors is another
important step toward building a viable Chrysler Group for the
long term," said C. Robert Kidder, acting Chairman of the Board,
in an official statement.  "Our board members bring a wealth of
talent and experience in areas such as transportation, finance and
investing, energy and government.  We will work together as a
Board of Directors to support Chrysler Group's success to the
benefit of all stakeholders."

The Board is expected to hold its first meeting on July 29.

Mr. Kidder was previously announced to the Chrysler Group LLC
Board of Directors on May 20.  He currently serves on the boards
of Morgan Stanley, where he is the lead director, Schering-Plough
Corporation, and Microvi Biotech Inc.  He previously served as
Chairman and Chief Executive Officer of both Duracell
International Inc. and Borden Chemical Inc. and as director of
companies like Electronic Data Systems Corporation and General
Signal Corporation.  During his tenure with McKinsey and Co. Inc.,
he worked with a major OEM client in the automotive industry.  He
currently is Chairman and CEO of 3Stone Advisors LLC, an
investment firm that focuses on clean-tech companies.

Joining Mr. Kidder on the board are:

  (1) Alfredo Altavilla -- the Chief Executive Officer of Fiat
      Powertrain Technologies and Senior Vice President of
      Business Development of Fiat Group Automobiles.  He joined
      Fiat Auto in 1990 as manager of product development,
      playing roles of increasing responsibility in the field of
      international ventures and strategic planning.

  (2) James J. Blanchard -- Partner and Co-Chairman, Regulatory
      and Government Affairs at DLA Piper, one of the world's
      largest law firms.  He is former ambassador to Canada,
      served two terms as governor of Michigan and four terms as
      a member of the United States Congress.

  (3) George F.J. Gosbee -- Chairman, CEO and President of
      Tristone Capital Inc., a global energy advisory firm that
      provides fully integrated investment banking, property
      acquisitions & divestitures, and global equity capital
      markets services.  Mr. Gosbee founded the firm in 2000,
      creating a unique model to assist oil and gas companies by
      combining technical expertise with financial
      professionals.

  (4) Sergio Marchionne -- CEO of Chrysler Group LLC since June
      2009.  Previously, he was appointed Chairman of CNH Case
      New Holland in April 2006 and CEO of Fiat Group
      Automobiles in February 2005.  He was appointed CEO of
      Fiat S.p.A. in June 2004 and has been a Member of the
      Board since May 2003.  He is Chairman of SGS Group of
      Geneva, and among other positions he was CEO of SGS Group
      of Geneva and was Chairman and CEO of Lonza Group Ltd.

  (5) Douglas Steenland -- former CEO of Northwest Airlines.  He
      joined Northwest Airlines in 1991 as Vice President and
      Deputy General Counsel.  After becoming CEO in 2004, he
      successfully reshaped Northwest Airlines into a
      financially viable airline.  Mr. Steenland also worked as
      a Senior Partner at the Washington, D.C. law firm of
      Verner, Liipfert, Bernhard, McPherson, and Hand and served
      in the Office of the General Counsel of the U.S.
      Department of Transportation.

  (6) Scott Stuart, a founding partner of Sageview Capital LLC,
      and former partner and member of the investment committee
      at Kohlberg Kravis Roberts & Company (KKR).  He currently
      serves on the board of EverBank Financial Corp., Aveos
      Fleet Performance Inc. and previously served on such
      boards as Borden Chemical, Inc., Duracell International
      Inc., Nabisco, Inc. and Sealy Corporation.

  (7) Ronald L. Thompson, Chairman of the Board of Trustees for
      Teachers Insurance and Annuity Association (TIAA), a for-
      profit life insurance company that serves the retirement
      and financial needs of faculty and employees of colleges
      and universities, hospitals, cultural institutions and
      other non-profit organizations.  He previously owned and
      operated Midwest Stamping Company of Maumee, Ohio, and
      rapidly grew the business into a first tier automotive
      supplier and one of the largest minority-owned companies
      in the U.S.

  (8) Stephen Wolf, Chairman of R.R. Donnelley & Sons Co.  His
      career in the aviation industry began in 1966 with
      American Airlines. After positions at Pan American World
      Airways, Continental Airlines and Republic Airlines, he
      served as Chairman and Chief Executive Officer of UAL
      Corporation and United Air Lines, Inc. from 1987 to 1994.
      He became Managing Partner of Alpilles LLC in 2003.

"While Chrysler Group LLC is a private company, the Board is
focused on supplying the strong governance that would be expected
of a public company," Mr. Kidder said.  "We are looking forward to
working as a single team to provide the oversight, guidance and
expertise that will help make Chrysler Group successful."

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Proposes Protocol for Assumption of Lemon Law Claim
-----------------------------------------------------------------
The court order approving the sale of Chrysler LLC's assets to
Fiat S.p.A. provides for Chrysler Group LLC's assumption of claims
under lemon laws.

Lemon laws are state laws that require the manufacturer to provide
remedy to buyers of vehicles when it is unable to conform to a
warranty after a reasonable number of attempts to do so.  The
lemon laws of certain states provide for administrative
proceedings for the assertion of claims against a manufacturer
while in other states, claims are asserted in more traditional
legal proceedings including litigation in state courts.

As of April 30, 2009, the Debtors face around 1,350 state court
litigations and arbitrary cases filed under the lemon laws.

To establish a process to efficiently permit pending and future
lemon law claims, the Debtors request that they be authorized to
file notice of the terms of the sale order governing the
assumption of lemon law claims in each of the lemon law actions,
and other documents including the sale order, the proposed order
approving the procedures, and other papers necessary to effectuate
the assumption of the claims.

The hearing to consider approval of the request is scheduled for
July 16, 2009.  Creditors and other concerned parties have until
July 10, 2009, to file their objections.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Mohr's Motion to Lift Stay to Liquidate PI Claim
--------------------------------------------------------------
Gilbert Mohr's wife, Vickie Mohr and Ms. Mohr's mother, Maurine
Heathscott were killed in an automobile accident while driving a
Dodge Caravan.  Mr. Mohr, as administrator of the decedents'
estates, filed suit against DaimlerChrysler LLC, the manufacturer
of the vehicle, in the Circuit Court of Shelby County, Tennessee,
stating products liability claims for compensatory and punitive
damages.

The case went to trial three years later and because the
plaintiffs' claims included claims for punitive damages, the case
was tried in two phases: a liability and compensatory damage phase
and a punitive damage phase.

After the completion of the first phase of the trial, a jury
returned a verdict against Chrysler for Ms. Mohr's death and
awarded compensatory damages amounting to $7.5 million.  In
addition, the jury found Chrysler liable for Ms. Heathscott's
death and awarded $2 million in compensatory damages.

Leslie A. Berkoff, Esq., at Moritt Hock Hamroff & Horowitz LLP, in
New York, explains that under Tennessee's law of comparative
fault, the jury found Chrysler to be responsible for 46% of Ms.
Mohr's damages and 50% of Ms. Heathscott's damages.  In returning
this verdict, the jury found the automobile was defectively
designed and unreasonably dangerous based upon evidence that
Chrysler deliberately chose to modify the design in a manner that
compromised the safety of the passenger compartment.  The design
change allowed Chrysler to bring the automobile to market more
quickly, which resulted in considerable cost savings to Chrysler.

At the conclusion of the second phase of the trial, the jury
returned a verdict against Chrysler for punitive damages for the
wrongful death of Ms. Mohr amounting to $48,778,000.

On September 13, 2005, the trial court entered findings of fact
and conclusions of law affirming the punitive damage award, and on
May 25, 2006, the trial court denied Chrysler's motion for a new
trial.  The trial court entered a final judgment against Chrysler
on the jury verdicts, awarding $3,450,000 in compensatory damages
for the death of Ms. Mohr and $1,100,000 in compensatory damages
for the death of Ms. Heathscott.  The Judgment also awarded
$48,778,000 in punitive damages.

Chrysler appealed the Judgment, as of right, to the Tennessee
Court of Appeals, an intermediate appellate court.  However, the
Court of Appeals affirmed the $3,450,000 and $1,100,000
compensatory damage awards, but reduced the award of punitive
damages to $13,800,000 and remanded the cause to the trial court
to enforce the Judgment.

On January 16, 2009, Chrysler applied to the Supreme Court for the
State of Tennessee for permission to appeal the decision of the
Court of Appeals.  Ms. Berkoff says that Chrysler is, in effect,
asking the Tennessee Supreme Court to revisit the Flax decision.
Mr. Mohr, naturally, has filed an opposition to Chrysler's request
for permission to appeal.

In connection with the appeal, Chrysler posted a bond to supersede
the Judgment.  Safeco Insurance Company of America and
DaimlerChrysler Insurance Company are sureties under the bond.
Safeco is bound to Mr. Mohr for $51,597,130 while Chrysler
Insurance is bound to Mr. Mohr for $14,877,000.

By this motion, Mr. Mohr asks Judge Gonzalez to lift the automatic
stay to complete the appeal and to proceed against the Supersedeas
Bond.

Ms. Berkoff contends that the prosecution of a state law tort
claim in state court is not connected in any significant respect
with the Debtors' bankruptcy cases.  She adds that Mr. Mohr will
clearly be prejudiced by any further delay because, regardless of
the outcome of the Debtors' bankruptcy cases.

                        About Chrysler LLC

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

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

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

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


CLEAR CHANNEL: Fails to Attract Interest in Debt
------------------------------------------------
James Kraus at Bloomberg News reports that Clear Channel Outdoor
Holdings Inc., the billboard advertising division of Clear Channel
Communications Inc., failed to attract interest in a proposed
$3 billion debt offering.  The Bloomberg report cited the New York
Post, which quoted an unidentified market participant as saying.
According to NYP, calls with offers to sell the bonds from Goldman
Sachs Group Inc. have stopped.

Clear Channel Outdoor Holdings wanted to sell the debt in two
tranches, one paying 10 percent and the other 14 percent, the Post
reported.  Clear Channel owns 89% of Clear Channel Outdoor.

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

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


CRABTREE & EVELYN: Parent to Provide $40 Million Financing
----------------------------------------------------------
Crabtree & Evelyn Ltd. will be able to fund its Chapter 11 cases
through loans from its parent.  According to Bloomberg's Bill
Rochelle, Crabtree's ultimate parent, Kuala Lumpur Kepong Bhd from
Malaysia, is offering to provide $40 million in secured debtor-in-
possession financing.  The financing doesn't charge any fees, the
report relates.

The Company filed in Chapter 11 after being unable to negotiate
lease termination and concession agreements with landlords for its
store leases.

The Company said in a filing with the U.S. Bankruptcy Court for
the Southern District of New York that sales declined
"dramatically" in the past 10 months and are projected in the
current fiscal year to fall 24% short of the previous fiscal year
ended in September.  Wholesale revenue is predicted to decline
this year by 30%.

Revenue in the last fiscal year was $107.5 million.  The operating
loss in fiscal 2008 was $8 million, following an operating loss of
$3.2 million in fiscal 2007.  The loss in the current fiscal year
is forecast to be $13.3 million.

                      About Crabtree & Evelyn

The Woodstock, Connecticut-based Crabtree & Evelyn Ltd. is a
retailer and wholesaler of personal care products, accessories,
fragrances and foods.  It has 126 stores in the U.S. and 130
stores abroad.  Kuala Lumpur Kepong Bhd from Malaysia is its
ultimate parent.

Crabtree & Evelyn filed for Chapter 11 on July 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-14267).  Judge Burton R. Lifland handles the
Chapter 11 case.  Attorneys at Cooley Godward Kronish LLP are
bankruptcy counsel to the the Debtor.  Clear Thinking Group LLC
serves as financial advisor while KPMG Corporate Finance LLC
serves as real estate consultant.  Epiq Bankruptcy Solutions LLC
has been selected as claims agent.  In its petition, the Company
listed assets of $46.2 million against debt totaling
$47.8 million.


CRUSADER ENERGY: Court Establishes July 28 Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
established July 28, 2009, at 5:00 p.m. as the deadline for the
filing of proofs of claim in Crusader Energy Group Inc., et al.'s
bankruptcy cases.

Governmental units have until September 26, 2009, to file proofs
of claim.

Proofs of claim must be filed via mail, hand delivery, or courier
service, so as to be actually received by the Debtors' claims and
noticing agent, The BMC Group, Inc., by the applicable bar date
at:

     If by U.S. First Class Mail:

     Crusader Energy Group Inc.
     c/o BMC Group
     P.O. Box 3020
     Chanhassen, MN 55317-3020

     If by Hand Delivery or Overnight Courier:

     Crusader Energy Group Inc.
     c/o BMC-Analytics Incorporated
     18750 Lake Drive East
     Chanhassen, MN 55317-9384

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.


E*TRADE FINANCIAL: To Hold Special Shareholders Meeting in August
-----------------------------------------------------------------
E*TRADE FINANCIAL Corporation filed with the Securities and
Exchange Commission a Schedule 14A to announce that it's going to
hold a special meeting of stockholders to vote on a series of
proposals.

E*TRADE anticipates holding the Special Meeting of Stockholders
sometime in August 2009.  The meeting is expected to start at
9 a.m., local time, and will be held at Doral Arrowwood Conference
Center, 975 Anderson Hill Road Rye Brook, in New York.

E*TRADE is calling the Special Meeting to ask stockholders to vote
upon a series of proposals which will permit the Company to:

   (1) complete a debt exchange for up to approximately $1.7
       billion of its outstanding debt securities which is key to
       its plan to strengthen the Company's capital structure by
       increasing equity and reducing its debt burden, and

   (2) engage in additional transactions, as needed, to further
       strengthen the Company's capital structure in the future.

E*TRADE believes that the transactions are not only in the best
interest of all stockholders, and but also critical to the
immediate future of the Company.  The Company has adopted and is
implementing a plan to strengthen its capital structure by raising
cash equity primarily to support E*TRADE Bank and to reduce the
Company's debt burden.  E*TRADE completed the first step of the
plan on June 24, 2009, when it closed a public offering of its
common stock and raised nearly $600 million.

If the proposals to complete the Debt Exchange are not approved
and the proposed transactions are not completed, E*TRADE said it
may be unable to strengthen the Company's capital structure and
could face negative regulatory consequences, such as a public
supervisory action by its primary regulator.  These consequences
could have a material negative effect on its business and
financial condition and the value of its common stock.

E*TRADE on June 22 commenced the Debt Exchange in which it is
offering to exchange up to approximately $1.7 billion of its
outstanding debt securities for an equivalent amount of newly-
issued zero coupon convertible debentures due 2019.  The Debt
Exchange will significantly reduce its debt burden by materially
reducing interest costs, lengthening the weighted-average
maturities of its indebtedness and potentially reducing repayment
obligations to the extent that holders of the Debentures convert
rather than hold to maturity.

Citadel Investment Group L.L.C, E*TRADE's largest stock and bond
holder, has agreed to tender at least $800 million, and may tender
up to approximately $1.2 billion aggregate principal amount of the
notes owned by it in the Debt Exchange and to vote in favor of
Proposals.

On June 22, E*TRADE and Citadel Equity Fund Ltd. entered into
Amendment No. 1 to the parties' Exchange Agreement, dated June 17,
2009.  The Amendment, among other things, provides that if the
Company has received the requisite consents with respect to a
series of Notes, and the Exchange Offer has not been consummated
on or prior to October 31, 2009, or the Exchange Agreement has
been earlier terminated in accordance with its terms, the Company
will nonetheless pay to each holder of validly tendered Notes in
the Exchange Offer, including CEFL, a consent fee.  The Amendment
also provides that the Company will commence its Exchange Offer on
June 22, 2009, that the Early Tender Period will expire at
midnight, New York City time on July 1, 2009, and that the Company
will announce preliminary results of the Early Tender Period at
approximately 6:00 p.m. New York City time on July 1, 2009.

As consent fee, the Company will pay to each holder of 2011 Notes
or Springing Lien Notes who validly delivers and does not revoke a
consent to the amendments prior to the expiration of the Early
Tender Period, a cash payment equal to $5.00 for each $1,000 in
principal amount of 2011 Notes or Springing Lien Notes in respect
of which the consent has been validly delivered.

At the Special Meeting, holders of the Company's common stock will
be asked to consider and vote on proposals to:

   -- amend E*TRADE's Restated Certificate of Incorporation to
      increase the number of authorized shares of common stock
      from 1,200,000,000 to 4,000,000,000;

   -- approve the issuance of Debentures in the Debt Exchange and
      the issuance of common stock issuable upon conversion of the
      Debentures under the applicable provisions of NASDAQ
      Marketplace Rule 5635;

   -- approve the potential issuance of common stock, or
      securities convertible into or exchangeable or exercisable
      for common stock, in connection with future debt exchange
      transactions in an amount up to 365 million shares; and

   -- grant management the authority to adjourn, postpone or
      continue the Special Meeting.

The Board recommends approval of the Proposals.

At the Special Meeting, holders of the Company's common stock also
will be asked to consider and vote on a non-binding resolution
concerning whether E*TRADE should retain or terminate its
Stockholder Rights Plan until its scheduled expiration on July 9,
2011.  The Board makes no recommendation regarding this proposal.

                      About E*TRADE FINANCIAL

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

                           *     *     *

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

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

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


E*TRADE FINANCIAL: Supplements Prospectus on Certain Securities
---------------------------------------------------------------
E*TRADE FINANCIAL Corporation filed with the Securities and
Exchange Commission a prospectus supplement on Form 424B7 relating
to:

   -- 180,095,920 shares of the Company's common stock, par value
      $0.01 per share;

   -- $230,245,000 principal amount of the Company's 8.0% Senior
      Notes due 2011; and

   -- $1,773,976,000 principal amount (plus capitalized interest,
      if any) of our 12.5% Springing Lien Notes due 2017, which
      may be sold from time to time by selling securityholders.

The 2017 Notes include $1,604,641,000 principal amount of 12.5%
Springing Lien Notes Due 2017 issued on November 29, 2007 and
$169,335,000 principal amount of 12.5% Springing Lien Notes Due
2017 issued on January 18, 2008.

The Notes are general senior obligations of E*TRADE and are not
and will not be secured by any property or assets and are not and
will not be guaranteed by any of the Company's subsidiaries
through which the Company currently conducts substantially all of
its operations.  In the future, the Company said, it will be
required to secure the 2017 Notes and certain of its subsidiaries
will be required to guarantee the 2017 Notes.  The security and
guarantees may not provide the holders of the 2017 Notes with any
further protection, the Company said.

The prospectus supplement includes both Notes tendered by the
selling securityholders in a Debt Exchange and Notes not tendered
in the Debt Exchange.  The Company explained the selling
securityholders may offer and sell the common stock and Notes
offered hereby directly to purchasers or through underwriters,
brokers, dealers or agents, who may receive compensation in the
form of discounts, concessions or commissions.  The securities may
be sold in one or more transactions at fixed or negotiated prices
or at prices based on prevailing market prices at the time of
sale.  If underwriters, brokers, dealers or agents are used to
sell the securities, we will name them and describe their
compensation in a supplement to this prospectus supplement.

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

The Notes will not be listed on any securities exchange.  The
Company's common stock is listed on the NASDAQ Global Select
Market under the symbol "ETFC".  The closing price of the common
stock on July 1, 2009 was $1.35 per share.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?3eb6

                      About E*TRADE FINANCIAL


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

                           *     *     *

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

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

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


EDDIE BAUER: Lists 38,000 Potential Creditors
---------------------------------------------
Greg Lamm at Puget Sound Business Journal reports that Eddie Bauer
Inc. may have 38,000 creditors worldwide.  According Business
Journal, Eddie Bauer's potential creditors include some 3,000
businesses, individuals and governments in Washington, ranging
from a Seattle fashion-modeling agency to Microsoft and Amazon.

Business Journal quoted Terri Morgan, one of the listed creditors,
as saying, "We have just put the monies that are owed to us on
hold, and hopefully we will be paid in a timely manner."

Business Journal relates that private equity firm CCMP Capital
said it wants to buy the assets of Eddie Bauer.

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

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

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


ENERGY PARTNERS: Court Approves Parkman Whaling Financial Advisors
------------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Energy Partners, Ltd., and its
debtor-affiliates to employ Parkman Whaling LLC as financial
advisors.

Parkman Whaling is expected to, among other things:

   a) evaluate the Debtors' strategic options based upon Parkman
      Whaling's initial review;

   b) advise the Debtors as to potential mergers or acquisitions,
      and the sale or other disposition of any of the Debtors'
      assets or business; and

   c) advise the Debtors with the development, negotiation and
      implementation of a restructuring Plan.

Pre-bankruptcy, Parkman Whaling received $225,000 in fees and
$34,469 in expense reimbursements.  The Debtors do not owe Parkman
Whaling any amounts with respect to prepetition services rendered.

James E. Parkman, chairman of Parkman Whaling, told the Court that
Parkman Whaling will be paid:

   a) a $75,000 monthly fee;

   b) a $2 million restructuring transaction fee;

   c) a M&A transaction fee;

   d) a financing transaction fee; and

   e) a break-up fee.

Mr. Parkman assured the Court that Parkman Whaling is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Energy Partners

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

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring efforts.  The Debtors' financial condition as
of December 31, 2008, showed total assets of $770,445,000 and
total debts of $708,370,000.


ENERGY PARTNERS: Court Approves Schully Roberts as Special Counsel
------------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Energy Partners, Ltd., and its
debtor-affiliates to employ Schully, Roberts, Slattery & Marino as
special counsel.

Schully Roberts is expected to provide services upon the request
of the Debtors and V&E in relation to:

   a) negotiations with the Minerals Management Service of the
      U.S. Department of the Interior;

   b) general advice on MMS policies, processes and procedures;

   c) review of any MMS orders and pleadings related to the
      Debtors' estates;

   d) advice on specific legal issues in relation to the Debtors'
      oil and gas operational matters; and

   e) any and all other necessary MMS and Louisiana legal advice
      related to these matters.

Schully Roberts will work closely with the Debtors' general
bankruptcy counsel to avoid duplication of efforts.

Paul J. Goodwine, a shareholder of Schully Roberts, told the Court
that the firm received a $100,000 retainer.  The Debtors paid
$14,539 to the firm out of this retainer to compensate for its
prepetition services.  The $85,460 balance will serve as
postpetition retainer.

The hourly rates of Schully Roberts personnel are:

     Mr. Goodwine                        $315
     Herman Garner                       $315
     Lynn Wolf                           $275
     Kathleen Doody                      $240
     Steve Domas                         $200
     Paralegals and Legal Assistants  $110 - $140

Mr. Goodwine assured the Court that Schully Roberts is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

Mr. Goodwine can be reached at:

     Schully, Roberts, Slattery & Marino
     1100 Poydras Street, Suite 1800
     New Orleans, Louisiana
     Tel: (504) 585-7800
     Fax: (504) 585-7890

                       About Energy Partners

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

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


ENERGY PARTNERS: Court OKs Vinson & Elkins as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Energy Partners, Ltd., and its
debtor-affiliates to employ Vinson & Elkins LLP as counsel.

V&E is expected to:

   a. serve as counsel of record for the Debtors in all aspects of
      the cases, to include any adversary proceedings commenced in
      connection with the cases, and to provide representation and
      legal advice to the Debtors throughout the cases;

   b. assist in the formulation and confirmation of a Chapter 11
      Plan and disclosure statement for the Debtors;

   c. consult with the U.S. Trustee, any statutory committee and
      all other creditors and parties-in-interest concerning the
      administration of the cases;

   d. take all necessary steps to protect and preserve the
      Debtors' bankruptcy estates; and

   e. provide all other legal services required by the Debtors and
      assist the Debtors in discharging their duties as the
      debtors-in-possession in connection with these cases.

Pre-bankruptcy, the Debtors paid V&E $1,285,308 in fees and
expenses for services rendered, including, but not limited to,
services in contemplation of, or in connection with, the Debtors'
restructuring efforts, including substantial work performed
negotiating, preparing and documenting the cases.  The source of
the compensation was the Debtors' property.

Paul E. Heath, a partner at V&E, told the Court that V&E received
a $200,000 retainer.  As of the petition date, $126,423 remains in
the retainer account as security for V&E's services.

The hourly rates of V&E personnel are:

     Senior Partners                 $770
     Junior Associates               $220
     Paraprofessionals            $105 - $230

Mr. Heath assured the Court that V&E is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Heath can be reached at:

     Vinson & Elkins LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 3700
     Dallas, TX 75201
     Tel: (214) 220-7700
     Fax: (214) 999-7976

                       About Energy Partners

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

Energy Partners, Ltd. and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  The
Debtors propose to employ Parkman Whaling LLC as financial
advisor.  The Debtors' financial condition as of December 31,
2008, showed total assets of $770,445,000 and total debts of
$708,370,000.


ENERGY PARTNERS: Gets Court Approval of Alan D. Bell as CRO
-----------------------------------------------------------
Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Energy Partners, Ltd., and its
debtor-affiliates to employ Alan D. Bell as chief restructuring
officer.

Mr. Bell is expected to:

   a. perform executive advisory services customarily performed by
      a CRO;

   b. perform duties as requested by EPL's board;

   c. review and assess the positions and interests of the current
      stakeholders;

   d. develop, propose, and where possible, implement, subject to
      board direction, plans to address issues now confronting the
      Debtors and its stakeholders; and

   e. provide executive leadership and problem solving for the
      full range of the Debtors' needs.

Prior to Energy Partners' petition date, Mr. Bell received $75,000
as payment for fees and $7,603 for expenses incurred.  Mr. Bell
will receive a $50,000 monthly fee, plus any reasonable business
fees and travel expenses.  Mr. Bell holds a retainer of $25,000.

Mr. Bell assured the Court that he is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                       About Energy Partners

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

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


EVIDENT TECHNOLOGIES: Legal Costs on IP Suit Forces Bankruptcy
--------------------------------------------------------------
Evident Technologies commenced chapter 11 reorganization July 6,
2009, before the U.S. Bankruptcy Court in Albany, New York.

The Company has asked the Bankruptcy Court to approve a debtor-in-
financing package of $1.35 million.

The filing was prompted by Evident's inability to continue paying
the exorbitant costs associated with a patent infringement case
brought on by a large California-based life science company.  The
promise of substantial debtor in possession financing triggered by
a chapter 11 filing was another driving reason for the bankruptcy
filing.

During the Chapter 11, Evident will operate under current
management and continue research in nanotechnology and pursuit of
commercialization of its patented technology.

"Defending a lawsuit in the Eastern District of Texas for patent
infringement required us to spend at an unsustainable rate,"
stated Clinton Ballinger, CEO. "The restructuring plan associated
with the chapter 11 allows us to protect our business and operate
the company going forward. We have reached an agreement with our
secured creditors already and our customers and employees should
see minimal impact."

Chapter 11 of the Bankruptcy Code allows companies to reorganize
under the bankruptcy laws of the US if they are unable to service
their debt.  Evident has developed a plan with major creditors for
operating the company going forward.

                    About Evident Technologies

Evident Technologies Inc. -- http://www.evidenttech.com/--
develops and commercializes technology based on semiconductor
nanocrystals.  Founded in 2000, Evident is one of the first
companies to commercialize products based on semiconductor
nanotechnology and has launched commercial products in LED and
lighting, military and life science markets.


FLEETWOOD ENTERPRISES: Has $1.75MM Offer for Garrett Facility
-------------------------------------------------------------
Fleetwood Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the Central District of California to approve the sale of
substantially all of the assets relating to their manufactured
housing plant number 55-1 located in Garrett, Indiana to Adventure
Homes, LLC, subject to higher and better bids at an auction.

Adventure Homes, LLC, is principally owned by Mr. Walter Comer,
who is currently employed by Fleetwood as the general manager of
Plant 55, and certain partners of Mr. Comer.

The Debtors are also requesting the Court's approval of the Break-
Up Fee and Expense Reimbursement in a total amount not to exceed
$52,500, payable only in the event that an overbidder, and not the
purchaser is the successful bidder at the auction.

The auction is to be conducted before the Court at the sale
hearing which is currently set to take place on August 12, 2009,
at 1:30 p.m. Pacific Time.

The Debtors propose to sell the Plant 55-1 assets to Adventure
Homes for the purchase price of $1,750,000 in cash.  An asset
purchase agreement is currently under negotiation.  As soon as the
APA becomes available, copies thereof may be obtained by
contacting counsel for the Debtors, Gibson, Dunn & Crutcher LLP,
attn: Eric Waters, Esq., via email at ewaters@gibsondunn.com

The Debtors have proposed a bid deadline for 5:00 p.m. Pacific
Daylight Time on Monday, August 10, 2009.  Interested parties may
request further information regarding the assets to be sold from
the counsel to Fleetwood Homes of Indiana, Inc.:

     Rod Anavim, Esq.
     email: ranavim@gibsondunn.com
     Gibson, Dunn & Crutcher LLP
     Fax: (949) 475-4777

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.


FLEETWOOD ENTERPRISES: Plan Filing Period Extended to October 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended Fleetwood Enterprises, Inc., and its affiliated
debtors' exclusive period to file a plan until October 6, 2009,
and their exclusive period to solicit acceptances thereof until
December 7, 2009.

In papers filed with the Court, the Debtors related that they have
not yet completed the sales of their assets and that a bar date
for filing of proofs of claim in their bankruptcy cases has not
yet been set.  Further, they said that they still have to develop
a system or mechanism to resolve and liquidate pending litigation
claims, to address the disposition of existing Dealer Agreements,
to consider the treatment of warranty claims and to address the
question of substantive consolidation as to 45 separate estates
now involved in these bankruptcy cases.

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.


FLUID ROUTING: Plan Filing Deadline Moved to September 3
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended until September 3, 2009, Fluid Routing Solutions Inc.'s
exclusive period to file a liquidating Chapter 11 plan, Bill
Rochelle at Bloomberg News reported.  Fluid Routing has sold most
of its assets since filing for Chapter 11 in February.

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. now known as Carolina Fluid Handling, Inc. --
http://www.markivauto.com/-- makes automobile parts and
accessories.  The Company has manufacturing facilities located in
Lexington, Tennessee; Big Rapids, Michigan; Oscala, Florida; and
Easley, South Carolina.  The Company's Detroit facility closed in
2008.  The Company was formed in May 2007 when Sun Capital
purchased the Dayco business from auto-parts manufacturer Mark IV
Industries Inc.  The company was the 10th of 15 investments by Sun
Capital Partners Inc. to file in Chapter 11 since January 2006.

Fluid Routing Solutions and three affiliates filed for Chapter 11
on February 6, 2009 (Bank. D. Del. Lead Case No. 09-10384).  Judge
Christopher Sonchi handles the case.

Neil E. Herman, Esq., Kimberly A. Taylor, Esq., Oksana Lashko,
Esq., Kizzy L. Rosenblatt, Esq., Alexis L. Allen, Esq., Rachel
Jaffe Mauceri, Esq., and Luaren Hofmann, Esq., at Morgan Lewis &
Bockuis LLP, represent the Debtors as counsel.  Michael R. Nestor,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, represent the Debtors as Delaware counsel.   Mesirow
Financial Interim Management, LLC, is the Debtors' restructuring
advisor.  In its bankruptcy petition, Fluid Routing listed assets
of $10 million to $50 million and debts of $50 million to
$100 million.

The Debtors have sold, through a Court-sanctioned sale process,
their hose extrusion and fuel assembly service business to FRS
Holding Corp. for $11,000,000.  Following the sale, Fluid Routing
Solutions changed its corporate name to Carolina Fluid Handling,
Inc.


FONTAINEBLEAU: Unsec. Creditors Tap Fox Rothschild as Co-Counsel
----------------------------------------------------------------
Fox Rothschild LLP has been selected to represent the unsecured
creditors committee in the Fontainebleau Las Vegas LLC Chapter 11
bankruptcy case filed in Miami, Florida on June 9, 2009.  The firm
will serve as co-counsel with Genovese, Joblove & Battista, P.A.

The casino-resort developer Fontainebleau Las Vegas LLC and two of
its affiliates -- Fontainebleau Las Vegas Holdings LLC and
Fontainebleau Las Vegas Capital Corp. -- filed bankruptcy
petitions on June 9 after litigation surrounding contractual
disputes with lenders forced them to shut down construction of the
Las Vegas project.  The companies failed to get lenders, including
Bank of America, JPMorgan Chase Bank and Deutsche Bank Trust Co.
Americas, to provide about $800 million in construction funding to
complete the $2.9 billion property.

The Fox Rothschild team working on this case will include, Michael
Viscount, a partner resident in the firm's Atlantic City office,
Josephina Fernandez McEvoy, a partner in the Los Angeles office,
and Joshua T. Klein, an associate in the Philadelphia office.
Genovese, Joblove & Battista partners Paul Battista and Glenn
Moses, resident in the Miami office, will work on the co-counsel's
team.

The Fontainebleau project is currently about 70% complete, and was
scheduled to open in October 2009.  Arguments by the banks were
submitted on July 1, with the response by Fontainebleau scheduled
to be submitted by July 7th.

                    About Fox Rothschild LLP

Fox Rothschild LLP -- http://www.foxrothschild.com-- is a full-
service law firm built to serve business leaders.  Over the past
100 years, the Company has grown to more than 450 lawyers in 15
offices coast to coast.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court Approves Kurtzman As Claims Agent
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized Fontainebleau Las Vegas Holdings, LLC, and its
affiliates to employ Kurtzman Carson Consultants LLC as their
notice, claims, and balloting agent, following the withdrawal of
KCC's request for its retainer to be an "evergreen" retainer, as
stated in open court.

The Order modifies the Services Agreement to permit payment on a
monthly basis only, after application of the prepetition retainer
received by KCC to its postpetition fees.  The terms of the
Services Agreement are otherwise approved in their entirety.

KCC is authorized to render noticing, claims processing, and
balloting services.

Without further court order, the Debtors are authorized to
compensate KCC in accordance with the terms of the Services
Agreement, provided that the Debtors will compensate KCC monthly;
KCC will first apply its prepetition retainer to its postpetition
fees; and the retainer will not be restored.

The fees and expenses of KCC will be administrative expenses of
the Debtors' estates.

Notwithstanding anything to the contrary in the Services
Agreement, the limitation of liability provisions will not apply
in the case of gross negligence or willful misconduct by KCC, the
Court said.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court Approves Bilzin Sumberg As Lead Counsel
------------------------------------------------------------
After it has been advised that Bilzin Sumberg Baena Price
& Axelrod LLP amended its Employment Application to withdraw its
request for approval of its retainer as an "evergreen" retainer
-- without prejudice to reassert the request at a later time --
the U.S. Bankruptcy Court for the Southern District of Florida
authorized the Debtors to employ the firm as their counsel, nunc
pro tunc to the Petition Date, in accordance with the terms set
forth in the Amended Application.

The Debtors will pay Bilzin Sumberg for professional services
rendered and reimbursement of expenses incurred in connection
with the Debtors' Chapter 11 Cases in compliance with the
applicable provisions of the Bankruptcy Code and other applicable
laws.

As the Debtors' lead counsel, Bilzin Sumberg will, among others:

  (a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their business and property;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) advise and counsel the Debtors in connection with any
      contemplated sales of assets or business combinations,
      including the negotiation of sales, stock purchase, merger
      or joint venture agreements, the formulation and
      implementation of bidding and auction procedures, the
      evaluation of competing offers, the drafting of
      appropriate corporate documents with respect to the
      proposed sales, and the closing of those sales;

  (d) advise and represent the Debtors in connection with
      obtaining postpetition financing and making cash
      collateral arrangements, provide advice and counsel with
      respect to prepetition financing arrangement, and provide
      advice to the Debtors in connection with emergence
      financing and capital structure, as well as negotiate and
      draft related documents;

  (e) analyze the Debtors' unexpired leases and executory
      contracts and the related assumption, rejection or
      assignment, as well as analyze the validity and priority
      of liens against the Debtors' assets;

  (f) advise the Debtors with respect to legal issues relating
      to their business operations, including attendance at
      senior management meetings, meetings with the Debtors'
      investment bankers and financial advisors, and meetings of
      the Debtors' board of managers;

  (g) negotiate and prepare on the Debtors' behalf a Chapter 11
      plan of reorganization or liquidation, disclosure
      statement and all related agreements and documents, and
      take necessary actions on the Debtors' behalf to obtain
      confirmation of the plan; and

  (h) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors' in connection
      with their Chapter 11 cases.

The Debtors will pay Bilzin Sumberg based on the firm's customary
rates:

    Professional                   Hourly Rate
    ------------                   ------------
    Partners                       $370 to $700
    OfCounsel                      $375 to $510
    Associates                     $225 to $365
    Paraprofessionals              $190 to $205

The Debtors will also reimburse Bilzin Sumberg for necessary and
reasonable out-of-pocket expenses incurred in connection with the
engagement.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court Approves Kasowitz As Special Counsel
---------------------------------------------------------
Kasowitz, Benson, Torres & Friedman LLP advised the U.S.
Bankruptcy Court for the Southern District of Florida that it
has amended its Employment Application to withdraw its request for
approval of its retainer as a "evergreen" retainer, without
prejudice to reassert the request at a later time.

Accordingly, the Court ruled that the Debtors are authorized to
employ Kasowitz Benson as their special litigation counsel, nunc
pro tunc to the Petition Date, in accordance with the terms set
forth in the Amended Application.

The Debtors will pay Kasowitz Benson for professional services
rendered and reimbursement of expenses incurred in connection
with the Debtors' Chapter 11 cases subject to the allowance of
professional fees and compensation as set forth in Section 330 of
the Bankruptcy Code and other applicable laws.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, the Debtors' counsel, relates that
Kasowitz Benson currently represents Resort in the credit
agreement litigation that was commenced in April and which in May
2009 was removed to federal court by the defendants.  In the
complaint, Resort alleged that the banks, led by BofA,
were in breach of their contractual promise to finance the
construction of a multi-billion dollar casino-resort development
project in Las Vegas.  Contemporaneously with the filing of the
Chapter 11 cases, the complaint was withdrawn without prejudice
and a substantially similar complaint was filed as an adversary
proceeding in the U.S. Bankruptcy Court for the Southern District
of Florida.

Additionally, Kasowitz Benson will commence and conduct any
litigation necessary to assert the Debtors' rights, including any
litigation within the bankruptcy cases in adversary proceedings
or contested matters in connection with the Debtors' prepetition
credit agreement or any DIP financing agreement or contested cash
collateral usage, as well as litigation to protect the assets of
the Debtors' estates, confirm a plan of reorganization, or
otherwise further the goal of completing the Debtors' successful
reorganization.  Kasowitz Benson will also advise the Debtors
with respect to any possible settlement of potential claims by or
against the Debtors' estates.

The Debtors will pay Kasowitz Benson based on these fees:

    Professional                          Hourly Rate
    ------------                          -----------
    Partner                               $550 to $1,000
    Special Counsel                       $525 to   $750
    Associates                            $275 to   $675
    Staff Attorneys                       $225 to   $390
    Paralegals                            $150 to   $225

The Debtors will also reimburse Kasowitz Benson for all actual
and necessary expenses incurred by the firm.

                  About Fontainebleau Las Vegas

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

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

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

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


FORBES ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Forbes Enterprises At Saddle River, LLC
        22 Pembroke Trail
        Upper Saddle River, NJ 07458

Bankruptcy Case No.: 09-27372

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Scott Forbes and Ginette Forbes Winfield           09-27371

Chapter 11 Petition Date: July 3, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Gary N. Marks, Esq.
                  Norris, McLaughlin & Marcus
                  A Professional Corporation
                  721 Route 202-206, PO Box 1018
                  Somerville, NJ 08876
                  Tel: (908) 722-0700
                  Email: gnmarks@nmmlaw.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
5 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/njb09-27372.pdf

The petition was signed by Scott Forbes, managing member of the
Company.


FORD MOTOR: Suspends Production at Russian Plant on Weak Demand
---------------------------------------------------------------
RIA Novosti reports that Ford Motor Co. suspended production at
its auto factory in Russia Wednesday last week, citing weak demand
for vehicles.

According to RIA Novosti, a spokesman said the Ford factory in the
town of Vsevolozhsk near Russia's second city of St. Petersburg,
which produces Ford Focus and Mondeo cars, is halting production
for six business days until July 9.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

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

                          *     *     *

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

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


FOUNDERS BANK: Head Raising Capital to Save Remaining Banks
-----------------------------------------------------------
According to Chicago Tribune, Lyle Campbell, head of the six
Illinois Banks seized by regulators on July 2, is trying to raise
capital to help three remaining lending institutions in their
family owned banking business.  The report relates that three
banks that are still part of the Campbell family business are
Peotone Bank & Trust Co., with $150.6 million in assets; First
National Bank of Gilman, with $44 million in assets, and
Scottsdale, Arizona-based Legacy Bank, which has $223.2 million in
assets.

The six banks closed by regulators, which named the Federal
Deposit Insurance Company as receiver, include Founders Bank.
Founders Bank was the largest among the six with $962.5 million in
assets.


FOUR BUCKS: Assigned Rents Not Estate Property, Judge Rules
-----------------------------------------------------------
According to Bill Rochelle at Bloomberg, Judge D. Michael Lynn of
the U.S. Bankruptcy Court for the Northern District of Texas in
Fort Worth has written an opinion yesterday that could make
reorganization impossible for some real-estate owners.

In the case In re Four Bucks LLC (Bankr. N.D. Tex. Case No. 09-
42629), which involved an apartment project, Judge Lynn, the
report relates, concluded that the mortgage created an "absolute
assignment of rents for the benefit of the lender."

Bloomberg relates that although Judge Lynn concluded that the
mortgage gave the property owner a "revocable license" to collect
the rents, he said that the "license was revoked prior to the
petition date as a result of the debtor's default."

Judge Lynn denied the property owner the use of incoming rent,
saying it wasn't part of the bankruptcy estate.

There wasn't a trial where the borrower could have attempted to
show a course of dealing to counter the language in the mortgage.
Judge Lynn included a footnote in his opinion saying other cases
might involve "outside facts or circumstances" to overcome the
words of the mortgage.  Still, the opinion gives lenders an
opening to attempt drafting mortgages tightly enough so bankruptcy
reorganization could be impossible, Bill Rochelle said.


GATEWAY ETHANOL: Court Approves Additional Financing of $718,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved on
June 25, 2009, amendments to its stipulated final order granting
Gateway Ethanol, L.L.C., authority to obtain secured postpetition
financing from Dougherty Funding LLC.  The amendments include an
increase in the maximum principal amount from $6,881,995 to
$7,600,000, and postponement to August 31, 2009, of the deadline
to close the asset sale.

On April 27, the Bankruptcy Court increased the maximum principal
amount available under the financing from $5,931,611 to
$6,881,995, and postponement to June 30 of the deadline to close
the asset sale.

As reported by the Troubled Company Reporter on Nov 19, 2008,
pursuant to the DIP Loan terms, the financing terminates if
certain milestones are not achieved, including the completion of a
sale at a specified date.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GENERAL MOTORS: Court OKs Sale to U.S. Treasury-Backed Entity
-------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorizes General Motors Corporation and its
debtor affiliates to sell substantially all of their assets to an
entity backed by the United States Department of the Treasury.

"GM cannot survive with its continuing losses and associated loss
of liquidity, and without the governmental funding that will
expire in a matter of days.  And there are no options to the sale
-- especially any premised on the notion that the company could
survive the process of negotiations and litigation that
characterizes the plan confirmation process," Judge Gerber stated
in a 95-page decision accompanying the sale order.

Judge Gerber pointed out that the only alternative to an immediate
sale is liquidation -- a disastrous result for GM's creditors, its
employees, the suppliers who depend on GM for their own existence,
and the communities in which GM operates.  He also ruled that the
sale is not a sub rosa plan pointing out that GM's assets simply
are being sold with the consideration to GM to be hereafter
distributed to stakeholders, consistent with their statutory
priorities, under a subsequent plan.

Judge Gerber's ruling is in consideration of the Government's
statement that its intent to fund GM will terminate if an order
approving the sale is not approved by July 10, 2009.  Harry
Wilson, senior member of the U.S. Presidential Task Force on the
Auto Industry, told Judge Gerber during the sale hearings that the
Government has the option to back out of the deal absent the
completion of the Sale on August 15, 2009.

The Sale Order will not be stayed for 10 days, but instead will be
effective as of 12:00 noon, EDT, on July 9, 2009.  Judge Gerber
authorizes the Debtors and the Purchaser to close the 363
Transaction on or after 12:00 noon on July 9.

GM and the Auto Task Force, Mr. Wilson told The Washington Post,
are aiming to close the Sale as early as July 7, which spells GM's
emergence from bankruptcy 37 days after its Petition Date, "or
five days faster than Chrysler managed the same feat," the report
noted, citing an unnamed source.

Mr. Wilson also said New GM will hold an initial public offering
of the company's stock in 2010.  The IPO, he said, "would allow
the Obama administration . . . to sell its GM stake," The
Washington Post reported.  Company advisers project that under the
proposed Sale Transaction, the reorganized GM's equity value will
be more than $38 billion, reported Bloomberg News.

Judge Gerber overrules all objections to the sale to the extent
not resolved or withdrawn.

Harvey Miller, Esq., at Weil, Gotshal & Manges, LLP, in New York,
told Judge Gerber during the hearings that GM and the U.S.
Treasury struck deals with objectors to the Sale regarding, among
other things, the Company's:

  -- assumption and payment of certain claims arising from
     accidents that occur after the Sale;

  -- granting of 10% stake in the Company to bondholders that
     hold $27 billion unsecured loans; and

  -- provision of an appeal system for dealerships that are to
     be shed.

Except for the parties stated, no one has opposed to the
fundamental merits of GM's restructuring plans and no party has
come forward with another source of financing or proposed higher
value for assets to be sold, the Court pointed out.

Judge Gerber permits the Debtors to sell their assets to the
Purchaser free and clear of all liens.  Judge Gerber held that
textual analysis is ultimately inconclusive as to the extent to
which a 363 order can bar successor liability claims premised on
the transfer of property, and cases on a nationwide basis are
split.  But principles of stare decisis, according to Judge
Gerber, dictate that under the caselaw in the Second Circuit and
District, the Court should, and indeed must, rule that property
can be sold free and clear of successor liability claims.

Judge Gerber ruled that injunction, applicable only to asbestos
claims and demands, is enforceable "to the fullest extent
constitutionally permissible."

With respect to GM's environmental obligations, the Sale Order
provides that the Order nor the MPA does not release, nullify, nor
enjoin the enforcement of any liability to a governmental unit
under environmental laws or regulations that any entity would be
subject to as the owner, lessor, or operator of property after the
date of the entry of the Sale Order.

Judge Gerber noted that United Auto Workers retirees will get a
better result than retirees from non-UAW unions, but held that
that is not a reason of any violation of the Bankruptcy Code or
applicable law.

The Court will convene a hearing on August 3, 2009, at 9:00 a.m.
to consider the cure amount and contract assumption objections.

A full-text copy of the GM Sale Order is available for free
at http://bankrupt.com/misc/gmsaleorder.pdf

A full-text copy of the Sale Decision is available for free
at http://bankrupt.com/misc/gmsaledecision.pdf

Prior to the entry of the Sale Order, GM filed with the United
States Securities and Exchange Commission the amended and restated
master sale and purchase agreement, dated July 2, 2009, the
automaker entered into with the Purchaser.

The Amended MSPA included an equity subscription agreement entered
into between the Purchaser and each of the 7176384 Canada Inc., a
corporation organized under the Laws of Canada, and a wholly-owned
subsidiary of Canada Development Investment Corporation; the U.S.
Department of the Treasury; and the New Voluntary Employees
Beneficiary Association Plan, pursuant to which the Purchaser has
agreed to issue, on the Closing Date, the Canada Shares, the
Sponsor Shares, the VEBA Shares, the VEBA Note and the VEBA
Warrant.

Pursuant to the equity subscription agreement between Purchaser
and Canada, Canada has agreed to (i) contribute, on or before the
Closing Date, an amount of Indebtedness owed to it by General
Motors of Canada Limited, which results in not more than
$1,288,135,593 of Indebtedness remaining an obligation of GMCL, to
Canada immediately following the Closing and (ii) exchange
immediately following the Closing the $3,887,000,000 loan to be
made by Canada to Purchaser for additional shares of capital stock
of Purchaser.

The Purchaser's Assumed Liabilities under the Amended MSPA
excludes:

(i) all Liabilities arising out of, relating to, in respect of
     or in connection with any Indebtedness of Sellers;

(ii) all Intercompany Obligations owed by Sellers to (A)
     another Seller, (B) any Excluded Subsidiary or (C) any
     joint venture or other entity in which a Seller or an
     Excluded Subsidiary has an Equity Interest;

(iii) all Liabilities arising in connection with these Excluded
     Assets:

        -- cash or cash equivalents in an amount equal to
           $950,000,000;

        -- all Restricted Cash exclusively relating to the
           Excluded Assets or Retained Liabilities;

        -- all Receivables exclusively related to any Excluded
           Assets or Retained Liabilities;

        -- all of Sellers' Equity Interests in (A) Saturn, LLC,
           (B) Saturn Distribution, (C) Harlem, Inc. and (D)
           the Subsidiaries, joint ventures and the other
           entities in which any Seller has any Equity
           Interest; and

        -- all owned real property specified in the Amended
           Master Sale and Purchase Agreement and (B) all real
           property leased or subleased that is subject to a
           Contract designated as an "Excluded Contract."

A full-text copy of the Amended MSPA is available for free
at http://ResearchArchives.com/t/s?3ea1

In response to objections filed by retirees, the Debtors explain
that the Purchaser has voluntarily negotiated the terms of the
Retiree Settlement Agreement with the United Autoworkers as part
of its need for members of the UAW to be the Purchaser's employees
and perform services that will enable it to operate New GM.  The
Debtors assert that the UAW Retiree Settlement provides benefits
to UAW-Represented Retirees that are fair and equitable under the
circumstances.

As part of the 363 Transaction, the Debtors assert that the UAW
Retiree Settlement Agreement needs to be approved to enable
continued retiree benefits for UAW-Represented Retirees that would
otherwise be substantially diminished or lost if GM had to be
liquidated.

An amended chart illustrating the sale objections summary and the
Debtors' reply to each of the objection is available for free
at http://bankrupt.com/misc/gm_saleobjs2.pdf

A schedule illustrating the status of the sale objections, whether
withdrawn, resolved, or outstanding, is available for free at
http://bankrupt.com/misc/gm_saleobjstatus.pdf

Wells Fargo Bank Northwest, National Association, as indenture
trustee, reserves its right to the Transition Services Agreement
included in the Amended MSPA.  Wells Fargo asserts that the MPSA,
the TSA, and any order approving the sale of the Debtors' assets
should be without prejudice to the rights of Wells Fargo as
assignee to certain leases and properties and should be without
prejudice to any right to assert an administrative expense claim
against the Debtors or assert a claim against the Purchaser
related to the Purchaser's use of the property.

          Toyota Clarifies Contract Assumption Issue

Toyota Motor Corporation clarified that its contracts with the
Debtors, consisting of joint venture agreements, limited liability
corporation agreements, licensing agreements and other executory
contracts with the Debtors, are not being sold, assumed or
assigned as part of the Sale.  A determination about whether the
TMC Contracts will be sold or assumed and assigned will be made at
a later date.  If a mutually agreeable resolution cannot be
reached between TMC and GM regarding the Contracts, the parties
will ask the Court to resolve the dispute, Toyota said.

            Parties File Additional Witness Lists

These parties-in-interest notified the Court that they may call on
certain individuals as witnesses during the hearing on the Sale:

  * Matthew L. Schwartz on behalf of United States Of America
  * Ad Hoc Committee of Asbestos Personal Injury Claimants
  * Ad Hoc Committee of Consumer Victims of General Motors
  * White Marsh/Memphis Secured Lenders
  * Susan Jennik on behalf of IUE-CWA, AFL-CIO
  * Steve Jakubowski on behalf of Coleman Law Firm
  * Mark Buttita, on behalf of Salvatore Buttita

These parties also submitted to the Court its deposition
designations with respect to Fritz Henderson and Harry Wilson,
among other individuals, on issues relating to the Sale:

  * The Official Committee of Unsecured Creditors
  * the U.S. Government
  * International Union, United Automobile, Aerospace and
    Agricultural Implement Workers of America, AFL-CIO
  * Mark Buttita

The Debtors filed with the Court designations of counter-
depositions.

In response to the exhibits, witness lists, and declarations filed
in relation to the sale, the Debtors argue that none of the
exhibits and declarations submitted prove or disprove any fact
that is of consequence to the determination of the sale motion.

In separate letters, 12 bondholders object to the exchange of
stock in GM for the debt obligations that should be honored.
Kenneth G. Wingeier, a retiree, asks the Court to transfer Delphi
Corporation's salaried pension plans to GM.

Finlay Industries, Inc., objects to the Debtors intent to assume
and assign executory contracts arguing that it does not have any
executory contracts, unexpired leases of personal property, or
unexpired leases of nonresidential real property in effect with
the Debtors.

Rassini, S.A. de C.V., SANLUIS Rassini International, Inc., and
Rassini Frenos, S.A., de C.V., object to the assumption and
assignment of their leases because they do not receive the notice
in a timely manner.

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Will Have $950 Million for Wind-Down
----------------------------------------------------
General Motors Corporation and its debtor affiliates seek
authority from Judge Robert Gerber of the U.S. Bankruptcy Court
for the Southern District of New York to enter into an amended DIP
Facility with the U.S. Department of the Treasury and Export
Development Canada.

Judge Gerber earlier authorized, on a final basis, General Motors
and its debtor affiliates to obtain up to $33.3 billion of debtor-
in-possession loans from the United States Treasury and EDC.

The DIP Lenders agreed to provide a facility up to $950 million in
the form of an Amended DIP Facility to finance working capital
needs and other general corporate purposes incurred in connection
with the wind-down of the Debtors' estates, including the payment
of expenses associated with the administration of the Debtors'
cases.

The Amended DIP Facility's primary terms are:

  Borrower:                 General Motors Corporation

  Lenders:                  U.S. Treasury and EDC

  Guarantors:               Certain domestic subsidiaries of GM

  Collateral:               The obligations under the Wind-Down
                            Facility are to be secured by
                            substantially all property and
                            assets of the Borrower and the
                            Guarantors other than (i) any
                            stocks, warrants, options or other
                            equity interests issued to or held
                            by any Debtor pursuant to the
                            Related Section 363 Transactions,
                            and (ii) avoidance actions arising
                            under Chapter 5 of the Bankruptcy
                            Code and applicable state law
                            against the Prepetition Senior
                            Facilities Secured Parties.
                            Proceeds of the Wind-Down constitute
                            Collateral.

  Joint Liability:          Subject to certain limitations, the
                            Guarantors will guarantee the
                            obligations under the Wind-Down
                            Facility on a joint and several
                            basis pursuant to an Amended and
                            Restated Guaranty and Security
                            Agreement.

  Limitation on Recourse:   The obligations under the Wind-Down
                            Facility will be non-recourse to the
                            Borrower or the Guarantors, and
                            recourse would be only to the
                            Collateral.

  Borrowing Limits:         Outstanding amounts of Tranche C
                            Term Loans in an amount not less
                            than $950 million.

  Interest Rate:            The non-default rate for Eurodollar
                            loans is the sum of the greater
                            of (i) the LIBOR rate for the period
                            of the applicable loan, adjusted for
                            certain reserve requirements, and
                            (ii) 2.00%, plus 3.00%.  For the
                            ABR loans is the sum of the
                            greater of (i) the prime rate, (ii)
                            the fed funds rate plus 0.5%, and
                            (iii) the three month Eurodollar
                            rate plus 1%, plus 2.00%.  The
                            default interest rate for
                            outstanding loans is the otherwise
                            applicable non-default rate, which,
                            at the sole discretion of the U.S.
                            Treasury may be the rate applicable
                            to ABR loans, plus 5.00%.  The
                            default interest rate for all other
                            outstanding obligations is the
                            applicable non-default rate for ABR
                            loans plus 5.00%.  Interest accruing
                            under the Wind-Down facility will be
                            paid by adding that interest to the
                            principal amount outstanding in the
                            Amended DIP Facility.

  Wind-Down Budget:         The Borrower and the Lenders are
                            discussing an agreed upon wind-down
                            budget.  On a quarterly basis, the
                            Borrower will amend the Wind-Down
                            Budget by providing the Lenders
                            reports of projected receipts and
                            disbursements on a rolling 12-month
                            basis that are certified by an
                            officer of the Borrower.

  Maturity:                 Maturity Date will be the date on
                            which all claims against the Debtors
                            have been resolved so that there are
                            no remaining disputed claims, all
                            assets of the Debtors, other than
                            remaining cash, have been
                            liquidated, all distributions on
                            account of allowed claims have been
                            made, and all other actions that are
                            required under the plan of
                            liquidation, other than the
                            dissolution of the last remaining
                            Debtor, have been completed.  On the
                            Maturity Date, the plan
                            administrator or other individual or
                            entity charged with administering
                            the liquidation plan will be
                            entitled to retain a de minimis
                            amount of funds to complete the
                            dissolution of the last remaining
                            Debtor.

  Voluntary Prepayments:    The Wind Down Facility may be
                            prepaid, in whole or in part,
                            without premium or penalty, subject
                            to minimum prepayment amounts in the
                            case of partial prepayments.

  Mandatory Prepayment:     The Borrower is required to prepay
                            the loans in an amount equal to the
                            net cash proceeds of certain asset
                            sales, extraordinary receipts,
                            casualty and condemnation events and
                            from the incurrence of indebtedness
                            not permitted to be incurred under
                            the Wind Down Facility, in each case
                            subject to certain exceptions.

  Events of Default:        The Events of Default include:

                               * any failure to pay the
                                 obligations under the Wind-Down
                                 Facility on the Maturity Date;

                               * breach of non-payment
                                 obligations or covenants not
                                 covered by another Event of
                                 Default clause, and that
                                 default has not been remedied
                                 within the applicable grace
                                 period, or if no grace period,
                                 within 10 business days;

                               * the appointment of a trustee,
                                 dismissal of the cases, and
                                 similar bankruptcy-related
                                 provisions;

                               * an order granting relief from
                                 the automatic stay to certain
                                 secured parties;

                               * a judgment for the payment of
                                 money in excess of $25 million
                                 will be entered and not stayed
                                 for 10 calendar days;

                               * entry of any order modifying in
                                 any material respect of the DIP
                                 Orders, or the failure of the
                                 Debtors or certain non-debtor
                                 affiliates to comply with the
                                 DIP Orders;

                               * certain ERISA-related events;

                               * any change of control; and

                               * certain insolvency triggers in
                                 respect of certain of the
                                 Debtors' affiliates.

  Remedies:                 The DIP Lenders are required to
                            provide five business days' written
                            notice prior to exercising any
                            set off rights or enforcing any
                            liens or certain other remedies.
                            Lenders' recourse is solely to the
                            Collateral and there will be no
                            other recourse to the Borrower or
                            the Guarantors.

  Initial Conditions:       Funding of the DIP Facility is
                            contingent on a number of conditions
                            precedent, including, among others,
                            (i) Lender satisfaction with the
                            terms of the 363 sale transaction;
                            (ii) the Final DIP Order not having
                            Been reversed, modified, amended,
                            Stayed or vacated without Lender
                            consent; and (iii) delivery of the
                            Wind-Down Budget.

  Indemnification:          The Borrower indemnifies the Lenders
                            for any loss resulting from early
                            termination of LIBOR contracts due
                            to payment of the applicable loan on
                            a date other than the last day of
                            the applicable interest period and
                            other circumstances.  The Borrower
                            also provides certain tax
                            indemnities to the Lenders.  The
                            Borrower also provides an indemnity
                            in respect of certain expenses,
                            liabilities and legal fees and
                            breaches of environmental law.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Amended DIP Facility is the only source of
immediate liquidity for the wind-down of the Debtors' estates.
The terms and provisions of the Amended DIP Facility are fair and
reasonable, both economically and from the perspective of how the
funds may be used, he points out.  Significantly, he notes, the
DIP Lenders have agreed (i) not to take a security interest in the
stock of the Purchaser that the Debtors are receiving as
consideration for the 363 Transaction, and (ii) not to seek
recourse against the Debtors for any unpaid portion of the DIP
Facility if the proceeds of the collateral security therefore are
insufficient.

                           *     *     *

After due consideration, Judge Gerber authorized the Debtors to
enter into the Amended DIP Facility.

The Court afforded the DIP Lenders these claims and liens:

  (1) Superpriority Administrative Expense Status to claims
      arising from the Amended DIP Facility, subject only to the
      Carve-Out.  However, subsequent to the closing of the
      Section 363 Transactions, claims against the Debtors'
      estates relating to costs and expenses that are attendant
      to the formulation and confirmation of a liquidating
      Chapter 11 plan will have priority over the Obligations,
      up to the aggregate amount of $1,175,000,000.

  (2) The DIP Liens granted under the Final DIP Order will
      (i) continue under the Amended DIP Facility on the
      Property in the same force, effect and priority as set
      forth in the Final DIP Order to the extent the Property
      remains Property of the Debtors, (ii) be subject to the
      Carve-Out, and (iii) include the proceeds of the Amended
      DIP Facility.

The DIP Liens will not include security interests in or liens on:

  -- avoidance actions arising under Chapter 5 of the Bankruptcy
     Code against the Prepetition Senior Facilities Secured
     Parties; or

  -- any stock, warrants, options or other equity interests in
     New CarCo, formerly known as NGMCO, Inc., as successor-in-
     interest to Vehicle Acquisition Holdings, LLC., issued to
     or held by the Debtors pursuant to the Section 363
     Transactions including any dividends, payments or other
     distributions as New GM Equity Interests.

Contemporaneously with the execution of the Amended DIP Facility,
the amount of $1,175,000,000 in immediately available federal
funds will be deposited into a segregated bank account at a
nationally recognized financial institution acceptable to the DIP
Lenders, the Court ruled.

The Court held that the proceeds of the Amended DIP Facility will
be used solely to finance the working capital needs and other
general corporate purposes of the Debtors incurred in connection
with the Wind-Down, including the payment of expenses associated
with the postpetition administration of the their cases.

Allowed Secured Claims against the Debtors' estates may be paid or
otherwise satisfied from the proceeds of the Amended DIP Facility.
Any unused proceeds, on the other hand, will be repaid to the
Lender on the Maturity Date.

All objections to the Amended DIP Facility that are not withdrawn
on the merits in all respects are overruled, Judge Gerber ruled.

A full-text copy of the July 5, 2009 Court Order is available for
free at http://bankrupt.com/misc/GM_AmendedDIPOrder.pdf

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Consumer Privacy Ombudsman Files Status Report
--------------------------------------------------------------
Alan Chapell, the court-appointed Consumer Privacy Ombudsman,
submitted his first report on June 30, 2009, to apprise the U.S.
Bankruptcy Court for the Southern District of New York regarding
the sale of General Motors Corporation's assets to NGMCO, Inc., in
relation to the facts, circumstances, and conditions of the
Debtors' sale of their customers' Personally Identifiable
Information.

GM seeks to transfer information contained in these databases into
the New GM, which contain PII:

  * Customer Relationship Management,
  * GM Rewards Cards Marketing,
  * Saab Warranty,
  * Chevrolet-Saturn of Harlem, Inc. Dealership, and
  * Deferred Termination Dealerships, consisting of GM's
    independent dealerships that were offered wind down or
    deferred termination agreements for their GM vehicle lines

Where PII is collected pursuant to the GM Privacy Policy that
allows the transfer of PII to affiliated parties, Mr. Chapell
recommended that the Court allows the Transfer as contemplated by
Debtors, under these conditions:

  (a) New GM and any independent dealership receiving the PII,
      agrees to abide by the Policy;

  (b) the Debtors and New GM agree to provide notice of the
      proposed transfer and about New GM and procedures for
      consumers to opt-out of being contacted by New GM
      for marketing purposes to those consumers whose PII they
      hold;

  (c) the Debtor and New GM agree to provide consumers with an
      opportunity to opt-out of being contacted by New GM for
      marketing purposes and an opportunity to opt-out of having
      information transferred to another dealer; and

  (d) New GM will notify the relevant dealerships of the
      requirement to have a privacy policy in place at the point
      of collection.

As part of the Notification Process, GM and the New GM should
agree to provide these consumers with an opportunity to exercise
these "Choice Requirements":

  Consumers                            Choice Requirements
  ---------                            -------------------
  with information contained           Opt-out choice
  in the GM CRM, the GM Rewards
  and the Saab Warranty Databases,
  and information collected by
  the Harlem Dealership

  whose information was collected      Opt-out choice for
  by Deferred Termination              marketing by New GM
  Dealerships                          and opt-in for
                                       transferring by New
                                       GM to a dealer

  consumers whose information          Opt-out choice
  was collected by the Deferred
  Termination Dealerships, where
  information could be sold or
  transferred

The sale of PII should also (i) require New GM to file with the
Court a statement under oath that it has fully complied with the
conditions imposed to protect the PII, (ii) direct the Ombudsman
to file a supplemental report confirming the compliance, or (iii)
both, according to Mr. Chapell.

A full-text copy of Mr. Chapell's report is available for free at
http://bankrupt.com/misc/GM_ChapellJune30Report.pdf


                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Creditors Panel Taps Butzel Long as Supplier Attys
------------------------------------------------------------------
The official committee of unsecured creditors in General Motors
Corp. and its affiliates' Chapter 11 cases seeks the U.S.
Bankruptcy Court for the Southern District of New York's authority
to retain Butzel Long as its special counsel nunc pro tunc to
June 10, 2009.

As the Committee's special counsel, Butzel Long will:

  (a) represent the Committee as special supplier counsel to
      ensure that the procedures for the assumption and
      assignment of supplier contracts in the Debtors' sale of
      substantially all their assets under Section 363(b) of the
      Bankruptcy Code are fair and workable, including leading
      discussions and negotiations on that topic with the
      Debtors' special automotive counsel;

  (b) act as conflict counsel to represent the Committee in
      discrete matters during the pendency of the Debtors'
      Chapter 11 cases for which the Committee's counsel, Kramer
      Levin Naftalis & Frankel, LLP, has or may have a conflict
      of interest, or is unable to represent the Committee; and

  (c) represent the Committee with respect to other issues as
      the Committee decides would be in its best interests.

Butzel Long bills its clients according to its professionals'
customary hourly rates:

            Title                       Rate per Hour
            -----                       -------------
            Shareholders                 $300 to $750
            Counsel                      $285 to $625
            Senior Attorneys             $275 to $590
            Associates                   $205 to $400
            Paralegals                   $120 to $245

Butzel Long's professionals who are expected to be involved in
this engagement are:

      Name and Position                 Rate per Hour
      -----------------                 -------------
      Barry N. Seidel - Shareholder          $725
      Martin E. Karlinsky - Shareholder      $675
      Robert Sidorsky - Counsel              $625
      Philip J. Kessler - Shareholder        $600
      Thomas B. Radon - Shareholder          $525
      Eric B. Fisher - Shareholder           $525
      William J. Kohler - Counsel            $460
      W. Patrick Dreisig - Shareholder       $435
      Max J. Newman - Shareholder            $425

Butzel Long will apply for payment of fees and expenses pursuant
to Section 330(a) of the Bankruptcy Code, the Bankruptcy Rules,
the Local Bankruptcy Rules of the Court, the United States
Trustee's Guidelines for Fees and Disbursements and other
applicable procedures.

Barry N. Seidel, Esq., shareholder at Butzel Long, discloses that
his firm has represented and represents automotive suppliers in
connection with their contractual rights under their applicable
agreements with the Debtors, which list is available for free
at http://bankrupt.com/misc/GM_ButzelLongSupplierSched.pdf

However, Mr. Seidel says that the interests of the Supplier
Clients are consistent with, and not adverse to, the interests of
the Committee.  Moreover, he assures the Court that Butzel Long
does not represent any entity having an adverse interest in the
Debtors' Chapter 11 cases pursuant to Section 1103(b) of the
Bankruptcy Code.  He maintains that Butzel Long is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Judge Gerber will consider the Committee's request on July 13,
2009.  Objections are due July 8.

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Friedman Wants Stay Lifted to Pursue Appeal
-----------------------------------------------------------
Evgeny Friedman and a group of taxi companies and individual
owners of handicap accessible taxicab medallions in New York City
ask the U.S. Bankruptcy Court for the Southern District of New
York to lift the automatic stay for them to proceed with an appeal
of the decision of the Honorable Shira A. Scheindlin of the U.S.
District Court for the Southern District of New York.

In March 2008, Mr. Friedman, on behalf of the group, sued General
Motors Corporation for an alleged fraud and breach of warranty
based on material misrepresentations regarding its promises to
manufacture, retrofit, and sell to the Group certain Chevrolet
Uplanders for use as wheelchair-accessible taxicabs in compliance
with the specifications and requirements of the New York City Taxi
& Limousine Commission.

By Opinion and Order, dated May 29, 2009, Judge Scheindlin
dismissed the Taxicab Group's Complaint.  The Group has served and
filed a Notice of Appeal of the Decision to the Second Circuit on
June 29, 2009.

The Taxicab Owners' Group avers that staying their appeal of the
District Court's erroneous decision will deprive them of their
ability to pursue their meritorious claims for breach of warranty
and fraud against the Debtors.

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: WTC is Successor to Citibank as Indenture Trustee
-----------------------------------------------------------------
David A. Vanaskey Jr., Vice President of Wilmington Trust Company,
in Wilmington, Delaware, discloses that it is successor-in-
interest to Citibank, N.A., as Indenture Trustee under:

  (1) the Indenture dated November 15, 1990, between General
      Motors Corporation as issuer and Citibank as indenture
      trustee, for the holders of:

       a. $299,795,000 in original principal amount of 9.40%
          Debentures, issued on July 22, 1991 and due on July
          15, 2021;

       b. $600,000,000 in original principal amount of 8.80%
          Notes, issued on March 12, 1991 and due on March 1,
          2021;

       c. $500,000,000 in original principal amount of 7.40%
          Debentures, issued on September 11, 1995 and due on
          September 1, 2025;

       d. $15,000,000 in original principal amount of 9.40%
          Medium Term Notes, issued on July 22, 1991 and due on
          September 15, 2021; and

       e. $48,175,000 in original principal amount of 9.45%
          Medium Term Notes, issued on December 21, 1990 and due
          on November 1, 2011.

  (2) the Indenture dated December 7, 1995, between GM as issuer
      and Citibank as indenture trustee for the holders of:

        a. $377,377,000 in original principal amount of 7.75%
           Discount Debentures, issued on March 20, 1996 and due
           on March 15, 2036;

        b. $500,000,000 in original principal amount of 7.70%
           Debentures, issued on April 15, 1996 and due on April
           15, 2016;

        c. $400,000,000 in original principal amount of 8.10%
           Debentures, issued on June 10, 1996 and due on June
           15, 2024;

        d. $600,000,000 in original principal amount of 6 3/4%
           Debentures, issued on April 29, 1998 and due on May
           1, 2028;

        e. $1,500,000,000 in original principal amount of 7.20%
           Notes, issued on January 11, 2001 and due on January
           15, 2011;

        f. $575,000,000 in original principal amount of 7.25%
           Quarterly Interest Bonds, issued on April 30, 2001
           and due on April 15, 2041;

        g. $718,750,000 in original principal amount of 7.25%
           Senior Notes, issued on July 9, 2001 and due on July
           15, 2041;

        h. $690,000,000 in original principal amount of 7.375%
           Senior Notes, issued on October 3, 2001 and due on
           October 1, 2051;

        i. $875,000,000 in original principal amount of 7.25%
           Senior Notes, issued on February 14, 2002 and due on
           February 15, 2052;

        j. $1,150,000,000 in original principal amount of 4.50%
           Series A Convertible Senior Debentures, issued on
           March 6, 2002 and due on March 6, 2032;

        k. $2,600,000,000 in original principal amount of 5.25%
           Series B Convertible Senior Debentures, issued on
           March 6, 2002 and due on March 6, 2032;

        l. $1,115,000,000 in original principal amount of 7.375%
           Senior Notes, issued on May 19, 2003 and due on May
           15, 2048;

        m. $425,000,000 in original principal amount of 7.375%
           Senior Notes, issued on May 23, 2003 and due on May
           23, 2048;

        n. $3,000,000,000 in original principal amount of 8.375%
           Senior Debentures, issued on July 3, 2003 and due on
           July 15, 2033;

        o. $4,300,000,000 in original principal amount of 6.25%
           Series C Convertible Senior Debentures, issued on
           July 2, 2003 and due on July 15, 2033;

        p. $1,250,000,000 in original principal amount of 8.250%
           Senior Debentures, issued on July 3, 2003 and due on
           July 15, 2023;

        q. $1,000,000,000 in original principal amount of 7.125%
           Senior Notes, issued on July 3, 2003 and due on July
           15, 2013;

        r. $720,000,000 in original principal amount of 7.50%
           Senior Notes, issued on June 30, 2004 and due on July
           1, 2044; and

        s. $1,500,000,000 in original principal amount of 1.50%
           Series D Convertible Senior Debentures, issued on May
           31, 2007 and due on June 1, 2009;

The claims of the beneficial holders of the Notes and the Trustee
under the Indentures consist of (i) all unpaid principal and
unpaid interest on all outstanding Notes, plus other amounts due
under the Indenture, and (ii) the Trustee's fees and expenses,
reasonable disbursements and advances incurred or made by the
Trustee.

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Pulls Out of 25-Year Nummi Venture With Toyota
--------------------------------------------------------------
General Motors Corporation confirmed on June 29, 2009, that it is
terminating its joint venture with Toyota Motor Corp., at the New
United Motor Manufacturing Inc., in Fremont, California, amid
disagreements on the future product to be manufactured at the
facility.

NUMMI has been run by GM and Toyota since 1984, where Toyota
manufactures the Corolla sedan and the Tacoma pickup and GM makes
the Pontiac Vibe hatchback.

GM has stated that that its stake in NUMMI will become part of the
"Old GM" that will be sold off during its Chapter 11 proceedings.
As part of its long-term viability plan, GM has decided that its
ownership stake in the NUMMI joint venture with Toyota will not be
a part of the "New GM," GM North America President Troy Clarke
said in a press release.

Mr. Clarke related that after extensive analysis, GM and Toyota
could not reach an agreement on a future product plan that made
sense for all parties.  Accordingly, NUMMI will end production of
vehicles for GM in August, and there are no future GM vehicles
planned for the joint venture at this time, he said.  Given that,
GM believes it is in the best interest of the "New GM" and its
stakeholders that we place our ownership interest in NUMMI in 'Old
GM,' Mr. Clarke stated.

"We have enjoyed a very positive and beneficial partnership with
Toyota for the past 25 years, and we remain open to future
opportunities of mutual interest," Mr. Clarke said.

In an e-mail to Bloomberg News, Mike Goss, a U.S.-based spokesman
for Toyota, said that the Toyota "[hoped] for the 50/50 joint
venture to continue."

"While we respect this decision by GM, the economic and business
environment surrounding Toyota is also extremely severe, and so
this decision by GM makes the situation even more difficult for
Toyota," Mr. Goss told Bloomberg.

NUMMI, for its part, said in a statement to The Los Angeles Times
that "it may take some time before the future [of the facility] is
determined."

NUMMI is able to produce 420,000 cars and trucks annually.  It
employs 5,400 employees, majority of whom are United Auto Workers
members, making it the only unionized facility among all Toyota's
plants in the U.S. and Canada and "the most expensive plant to
operate in North America," says The LA Times.

Toyota, according to Bloomberg, may soon begin talks to buy out
the NUMMI joint venture.  Toyota is also negotiating with the
United Auto Workers on personnel costs reduction at NUMMI,
Bloomberg added.

                    About General Motors

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

                       GM Certified Sales

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

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

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

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

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

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

A full-text copy GM's June sales and production results is
available for free at http://ResearchArchives.com/t/s?3ea2

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Hitachi to Supply Hybrid Cars With Li-Ion Battery
-----------------------------------------------------------------
Hitachi Ltd., Japan's biggest industrial electronics group, will
supply General Motors Corporation with lithium-ion batteries in
2010, to power GM's 100,000 hybrid cars, according to BBC News.

Seeking to boost orders from domestic and overseas automakers,
Hitachi aims to increase capacity to meet the needs of 700,000
hybrids a year, the report said.  In 2015, Hitachi is eyeing a 70-
fold increase, with production costs that are expected to reach
between JPY 20 billion and JPY 30 billion, according to Reuters.

Hitachi will also mass produce two new types of lithium-ion
batteries to be used in "next-generation hybrid vehicles," Reuters
said.

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Beijing Auto Makes $924-Mil. Bid for Opel Unit
--------------------------------------------------------------
Beijing Automotive Industry Holding made a concrete offer, valued
at $924 million, for General Motors Corp.'s Adam Opel GmbH unit.

The Wall Street Journal, citing a person familiar with the
situation, reported that BAIC delivered a nonbinding offer valued
at EUR660 million, equivalent to approximately $924 million, for
an equity stake in GM's Opel and Vauxhall businesses.

Under the plan, BAIC would own 51% and GM would keep 49%, the
person said.  No plants would be closed in Germany, but jobs would
be cut, including staff at Opel's headquarters, the Journal said.

                    About General Motors

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

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

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

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

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


GENERAL MOTORS: Halts Production at Russian Plant on Weak Demand
----------------------------------------------------------------
RIA Novosti reports that General Motors Corp. suspendeded
production at its car plant in Russia Wednesday last week, citing
weak demand for vehicles.

RIA Novosti relates GM's auto factory near St. Petersburg
announced on Monday it would suspend production from July 1 to
August 31 over declining demand on the Russian market.

                       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)


GENX CORP: Trading Suspended Amid Questions on Promo Materials
--------------------------------------------------------------
The Securities and Exchange Commission has suspended trading in
the securities of Fort Lauderdale-based music production company
GenX Corporation amid questions about the accuracy and adequacy of
publicly disseminated information appearing in stock promotional
materials about the company and its purported relationships with
music stars.

GenX Corporation trades on the Pink Sheets (GNXO), and its stock
is extensively promoted through brochures and other materials.
One promotional brochure entitled "World of Investment" claims
that the company has partnerships with several well-known
recording artists and music producers, including Kanye West, T.I.,
and Pharrell Williams.  This brochure was recently mailed to more
than one million prospective investors.

"When there are questions about the accuracy and adequacy of
information pertaining to a public company, especially one that is
new and thinly traded, there is a potential for market
manipulation including pump-and-dump schemes," said John Reed
Stark, Chief of the SEC's Office of Internet Enforcement. "A
trading suspension allows all relevant market participants to stop
and take a breath to minimize the potential of fraud and investor
losses."

The SEC's trading suspension will last for 10 business days,
commencing today at 9:30 a.m. ET and terminating at 11:59 p.m. ET
on July 16, 2009.

The SEC's Online Complaint Center can be reached at
enforcement@sec.gov. Information from the public may alert the SEC
to an unfair practice or fraudulent misconduct in the securities
industry.


GLOBAL SAFETY: Expects Restructuring Agreement With Lenders
-----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Global Safety
Textiles Holdings LLC said it expects to have a restructuring
agreement with its lenders "in the very near term."

The report relates that promptly after filing for bankruptcy, the
Company filed a lawsuit in bankruptcy court against some of the
lenders, intending to stop them from enforcing guarantees against
non-debtor foreign operating companies.  The company wants an
injunction against collection action initially for 21 days to
afford time for negotiations on a workout and to avoid having the
foreign companies file insolvency petitions in Germany and
elsewhere.

The Company generated $1.4 million of earnings before interest,
taxes, depreciation and amortization in the first five months of
2009 as auto manufacturing declined.

The chief restructuring officer said the company is worth as much
as $82 million in a going-concern sale, compared with $34 million
in liquidation.

The Company's debt includes $26.2 million owing on revolving
credits, $137 million on a first-lien term loan, and $34.1 million
on a second-lien loan.  The loans matured on June 30.  Before
maturity, there were covenant defaults, and interest hadn't been
paid.

                   About Global Safety Textiles

Greensboro, North Carolina-based Global Safety Textiles Holdings
LLC is a manufacturer of fabrics for auto air bags wholly owned by
Wilbur Ross's International Textile Group Inc. The company has
operations in three states in the U.S. and in five other
countries.  There are 217 employees in the U.S. and 3,000 abroad.

Global Safety filed for Ch. 11 on June 30, 2009 (Bankr. D. Del.
Case No.: 09-12234).  Foreign based affiliates GST ASCI Holdings
Mexico, Inc., GST ASCI Holdings Asia Pacific, GST ASCI Holdings
Europe II LLC, Global Safety Textiles Acquisition GmbH, GST
Widefabric International GmbH, and GST ASCI Holdings Europe, Inc.,
were included in the Chapter 11 filing.

Michael C. Shepherd, Esq., at White & Case LLP, serves as the
Debtors' bankruptcy counsel.  Attorneys at Fox Rothschild LLP
serves as co-counsel.  EPIQ Bankruptcy Systems is claims agent.
The petition says Global Safety's assets and debts are between
$100 million to $500 million.


HAWAII SUPERFERRY: Court Denies Change-of-Venue Request
-------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy for the District of
Delaware has ruled that Hawaii Superferry Inc. said that disputes
with the state of Hawaii will be decided by the Bankruptcy Court
in Honolulu.  Judge Walsh, however, denied a motion by the state
to transfer the cases to Hawaii.

According to the report, Hawaii Superferry Inc. had support
from creditors in opposing the transfer.  The Company pointed out
that more than half the unsecured creditors aren't in Hawaii.  The
largest secured creditor, Guggenheim Corporate Funding LLC, also
wanted the case to remain in Delaware.

The Maritime Administration of the U.S. Department of
Transportation and the official committee of unsecured creditors
also support having Delaware retained as the venue of the Chapter
11 cases.

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  When
the Debtors sought protection from their creditors, they listed
assets and debts both between $100 million and $500 million.


HELLER EHRMAN: U.S. Trustee Adds 2 Members to Creditors Committee
-----------------------------------------------------------------
Sarah L. Kistler, the Acting United States Trustee for Region 17,
has appointed two additional members to the official committee of
unsecured creditors of Heller Ehrman LLP.

The present members of the Committee are:

                               Member's Representative
                               -----------------------
1. William R. Mackey          Michael St. James
    wmackey732@aol.com         michael@stjames-laws.com
    21 Stanton Way             St. James Law, P.C.
    Mill Valley, CA 94941      155 Montgomery Street, Suite 1004
    Tel: (415) 381-7152        San Francisco, CA 94104
    (Additional Member)        Tel: (415) 391-7566
                               Fax: (415) 391-7568

2. Wondie Russell             N/A
    wondie.russel@yahoo.com
    465 Roosevelt Way
    San Francisco, CA 94114
    Tel: (415) 626-3906
    (Additional Member)

3. 333 Bush Associates        Paul E. Paradis
    101 California Street      paulparadis@hines.com
    Suite 1000                 101 California Street, Suite 1000
    San Francisco, CA 94111    Tel: (415) 982-6200
                               Fax: (415) 398-1442

4. MEPT St. Matthews LLC      Bennett Williams
    1215 4th Avenue             bennettw@kennedyusa.com
    Suite 2400                 1215 4th Avenue, Suite 2400
    Seattle, WA 98161          Seattle, WA 98161
                               Tel: (206) 236-2039
                               Fax: (206) 682-4769

5. Williams Lea, Inc.         Deena Williamson
    223 S. Wacker Drive        deena.williamson@williamslea.com
    Chicago, IL 60606          100 K Street NW, Suite 800
                               Washington, DC 20005
                               Tel: (202) 729-2250
                               Fax: (202) 729-2240

                       About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif. Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed between $50 million and $100 million
each in assets and debts in its bankruptcy petition.


HIGHLANDS INSURANCE: Files Motion for Permanent Injunction
----------------------------------------------------------
On July 1, 2009, Dan Yoram Schwarzmann and Mark Charles Batten, as
the foreign representatives of Highlands Insurance Company (UK)
Limited in its Chapter 15 case in the U.S. Bankruptcy Court for
the Southern District of New York, have filed a motion for
permanent injunction and related relief with the Court.  The
motion requests the Court to enter an order providing inter alia,
that:

  -- The Scheme of Arrangement proposed in respect of the Company
     will be given full force and effect and be binding on and
     enforceable against all Scheme Creditors in the U.S.;

  -- All claims of Scheme Creditors will be administered and
     adjudicated exclusively pursuant to the terms of the Scheme
     of Arrangement and except as provided in the Scheme of
     Arrangement, all Scheme Creditors are permanently enjoined
     and restrained from taking any action in contravention of,
     or that are inconsistent with, the terms of the Scheme of
     Arrangement or its administration, implementation or
     enforcement; and

  -- Al Scheme Creditors asseting a claim under a Section 51
     Direct Policy are required to make any and all claims in
     respect of their Section 51 Direct Policy and seek payment
     of said claims exclusively in accordance with the provisions
     of the Scheme and are precluded and enjoined from making any
     said claims except as specifically provided for under the
     Scheme of Arrangement; and

  -- All Section 51 Direct Policyholders/Claimants are prohibited
     and enjoined from asserting any and all claims in respect of
     their Section 51 Direct Policy or seeking payment of said
     claims (including asserting or effecting a set-off based on
     said claims) against Highlands Insurance Company (in
     Receivership).

Objections or responses, if any, to this motion must be made in
writing and filed with the Court so as to be received no later
than August 12, 2009, at 5:00 p.m., New York time.

A hearing to consider the motion and objections or responses
thereto, if any, is schedules for August 18, 2009, at 2:00 p.m.
New York time.

Highlands Insurance Company (U.K.) Ltd. is a wholly-owned
subsidiary of Highlands Holdings (U.K.) Ltd., which is in turn a
wholly-owned subsidiary of Highlands Insurance Group Inc., a U.S.
based Company.  On October 25, 2007, the Debtor's directors
presented an application to the High Court of Justice, Chancery
Division, Companies Court to place the Debtors into administration
under the U.K. Insolvency Act of 1986.  On November 1, 2007, the
High Court granted the application.

Highlands Insurance Company (U.K.) Ltd. filed for Chapter 15
(Bankr. S.D.N.Y. Case No. 07-13970) on Dec. 18, 2007, through its
duly authorized foreign representatives.  When the company filed
for Chapter 15, they listed assets between $50 million and
$100 million and debts of more than $100 million.


IDEARC INC: Lenders Agree Committee Can Sue Over Loan
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that the secured lenders
to Idearc Inc. agreed that the official committee of unsecured
creditors formed in the Chapter 11 cases has the right to file
suit if the panel believes there are defects in the lenders' pre-
bankruptcy loan agreements.

The U.S. Bankruptcy Court for the Northern District of Texas'
order authorizing the Debtors to use cash collateral has set July
13 as the deadline to challenge the liens of the prepetition
lenders.  According to Mr. Rochelle, although the financing order
prohibited the company itself from challenging the financing, it
didn't give anyone else the right, known as standing, to file a
suit.  To avoid going to the bankruptcy judge, the lenders agreed
that the committee can initiate a challenge to the pre-Chapter 11
financing.

The Creditors Committee's deadline to file the suit remains at
July 13.

                        About Idearc, Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- fka Verizon Directories Disposition
Corporation, provides yellow and white page directories and
related advertising products in the United States and the District
of Columbia.  Products include print yellow pages, print white
pages, Superpages.com, Switchboard.com and LocalSearch.com, the
company's online local search resources, and Superpages Mobile,
their information directory for wireless subscribers.

Idearc is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  Idearc uses the Verizon brand
on their print directories in their incumbent markets, well as in
their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of December 31,
2008, showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INLET RETAIL: Inlet Square Mall May Have New Owner by August 17
---------------------------------------------------------------
Court documents say that that the biggest creditor of Inlet Retail
Associates LLC has agreed to buy the Company's Inlet Square Mall
by August 17, if no other buyer can be found.

Mike Cherney at The (Myrtle Beach) Sun News reports that RAIT
Partnership is owed $19 million from a loan to Inlet Retail.
According to the report, RAIT agreed to pay $3.5 million on a
credit bid.  RAIT also agreed that if another entity emerges that
will pay more than its offer, the property will go to that buyer,
the report states.  Court documents say that an auction will be
held if two or more entities submit bids before August 17.

The Sun News says that under Inlet Retail's reorganization plan
filed on June 25, most of the contracts with the Company's current
tenants will be honored after the sale.  According to The Sun
News, at least $120,000 from the sale will be set aside to pay off
the other creditors.  The amount will increase to $200,000 if the
mall is sold for between $7 million and $10 million and will
increase to $300,000 if it is sold for more than $10 million, The
Sun News states.  Inlet Retail has retained commercial real estate
firm CB Richard Ellis to market the property and find a buyer, The
Sun News reports.

Headquartered in Irvine, California, Inlet Retail Associates, LLC,
filed for Chapter 11 protection March 20, 2009, (Bankr. Case No.:
09-02083).  Ivan N. Nossokoff, LLC, represents the Debtor in its
restructuring efforts.  The petition says that the Debtor has
assets and debts of $10 million to $50 million.


INTERLAKE MATERIAL: Liquidating Plan Goes to Creditors for Vote
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Interlake Material
Handling Inc. will present its liquidating plan at the
confirmation hearing before the U.S. Bankruptcy Court for the
District of Delaware on August 11.  The Bankruptcy Court has
approved the disclosure statement attached to the Plan, paving the
way for Interlake to send the Plan to creditors for voting.
The Plan calls for unsecured creditors with $60 million in claims
to split up $350,000 cash and whatever is recovered from lawsuits
in the future.

Interlake Material has sold its business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates filed
for protection on January 5, 2009 (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.


JEFFERSON COUNTY: Senator Appeals to Alabama Governor for Aid
-------------------------------------------------------------
Rodger Smitherman, who represents beleaguered Jefferson County, in
Alabama, said he would ask Governor Bob Riley for as much as
$30 million to help the county pay its bills through the end of
the fiscal year.  Mr. Smitherman, a Democrat, said the aid would
give lawmakers time to draft a bill to replace the county's
occupational and license tax, Kathleen Edwards at Bloomberg News
reports.

The state Supreme Court in June rejected Jefferson County's
proposal to spend occupational tax revenue as it appeals a lower-
court ruling striking down the levy on constitutional grounds.
The tax generates $75 million annually, or about 25% of the
county's operating budget.

According to Bloomberg, Jefferson County faces insolvency after
borrowing costs on more than $3 billion of sewer bonds surged amid
Wall Street's financial crisis.

                    About Jefferson County

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

                         *     *     *

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

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


JH2 INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JH2 Investments, LLC
           dba Hadden Associates
        1553 Alexandria Drive, Suite 2B
        Lexington, KY 40504-2116

Bankruptcy Case No.: 09-52138

Chapter 11 Petition Date: July 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: John E. Davis, Esq.
                  2343 Alexandria Dr, Suite 140
                  Lexington, KY 40504
                  Tel: (859) 219-3472
                  Fax: (859) 219-9432
                  Email: jay@davis-coffman.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
6 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/kyeb09-52138.pdf

The petition was signed by Jerry Hadden, member of the Company.


LEAR CORP: Seeking Additional Support for Chapter 11 Plan
---------------------------------------------------------
Lear Corporation said in a regulatory filing on July 6 that it is
seeking support for the proposed plan of reorganization from
additional lenders and bondholders.  If the requisite support is
obtained, Lear expects to commence shortly the proposed
restructuring under court supervision pursuant to a voluntary
bankruptcy filing under Chapter 11 of the United States Bankruptcy
Code by Lear and certain of its U.S. and Canadian subsidiaries.

On July 1, Lear announced that it had reached an agreement in
principle regarding a consensual debt restructuring with a
majority of the members of a steering committee of Lear's secured
lenders and a steering committee of bondholders acting on behalf
of an ad hoc group of bondholders.

Lear said that no assurance can be given as to the level of
additional support for the Plan Lear ultimately will be able to
obtain from its lenders and bondholders.

                   Terms of Pre-Negotiated Plan

Pursuant to the Agreement in Principle, Lear's Chapter 11 plan
would provide for a restructuring of:

   (i) approximately $2.3 billion of indebtedness outstanding
       under the Amended and Restated Credit and Guarantee
       Agreement, dated as of April 25, 2006, among Lear, certain
       of its subsidiaries, the several lenders from time to time
       parties thereto, the several agents parties thereto and
       JPMorgan Chase Bank, N.A., as Agent for the Lenders,
       including termination claims under certain hedging
       arrangements held by certain Lenders, and

  (ii) approximately $1.3 billion of indebtedness outstanding
       under Lear's 8.50% senior notes due 2013, 5.75% senior
       notes due 2014, 8.75% senior notes due 2016, and Zero-
       coupon convertible senior notes due 2022.

Debtor-in-Possession Financing / Exit Facility.  Lear has received
commitments from a syndicate of secured lenders, led by J.P.
Morgan and Citigroup, for $500 million in debtor-in-possession
financing, consisting of a term loan that matures on the first
anniversary of the closing date thereof and may be extended, at
Lear's option to the date that is 15 months after the Closing
Date.  Subject to certain conditions, the DIP Facility is
convertible into an exit facility of up to $500 million, comprised
of a term loan in an aggregate principal amount equal to the
principal amount of the terms loans outstanding under the DIP
Facility at the time of conversion.  The DIP Facility is
convertible into the Exit Facility upon the Debtors' emergence
from chapter 11 of the Code, subject to the satisfaction of
various conditions, including, without limitation, the approval by
the applicable bankruptcy court of any plan of reorganization to
the extent such plan is consistent in all material respects with
the Plan and that the Debtors are not then in default under the
terms of the DIP Facility.  The Exit Facility's scheduled maturity
date is three years after the effective date of a Qualified Plan.

Restructuring of the Capital Structure.  The Plan would provide
for a restructuring of the Debtors' capital structure which, after
the Effective Date, would consist of:

    -- up to a $500 million first lien term loan Exit Facility;

    -- a $600 million second lien term loan;

    -- $500 million of Series A Convertible Preferred Stock (which
       would not bear any mandatory dividends); and

    -- a single class of common stock, including sufficient shares
       to provide for: (i) management equity grants, (ii) the
       issuance to the lenders of warrants to purchase common
       stock with a value of up to $25 million, to the extent the
       Exit Facility fee to the lenders is not paid in cash and
       (iii) the issuance to the holders of Senior Notes and
       certain other general unsecured claims (including the
       deficiency claims of the Lenders under the Senior Credit
       Facility) of warrants to purchase 15% of the new common
       stock of Lear, on a fully-diluted basis (excluding the
       management equity grants) as of the Effective Date.

The Plan would treat claims and interests in this manner:

     * Senior Credit Facility Claims.  Each Lender would receive
       its pro rata share of: (i) $600 million of new second lien
       term loans, (ii) $500 million of Series A Convertible
       Preferred Stock of Lear, which is convertible into
       approximately 26% of the new common stock of Lear on a
       fully-diluted basis (excluding the management equity
       grants) as of the Effective Date, and (iii) approximately
       26% of the new common stock of Lear, on a fully-diluted
       basis (excluding the management equity grants) as of the
       Effective Date.  To the extent the Debtors have minimum
       liquidity on the Effective Date in excess of $1.0 billion,
       subject to certain adjustments, the amount of such excess
       would be utilized to prepay, first, the Series A
       Convertible Preferred Stock in an aggregate stated value of
       up to $50 million, then, the second lien term loan in an
       aggregate principal amount of up to $50 million, and
       thereafter, the Exit Facility.  To the extent unsecured,
       the unsecured deficiency claims of the Lenders under the
       Senior Credit Facility would be treated as "Senior Notes
       and Other Unsecured Claims".

     * Unsecured Ongoing Operations Claims.  General unsecured
       claims relating to the provision of goods or services to
       certain of the Debtors arising with, or held by, persons or
       entities with whom the Debtors conducted business as of the
       filing of the Chapter 11 Petitions, subject to certain
       exceptions, which are due and payable on or before the
       Effective Date, would be paid in full in cash.

     * Senior Notes and Other Unsecured Claims.  Each holder of
       Senior Notes, the unsecured deficiency claims of the
       Lenders under the Senior Credit Facility and certain other
       general unsecured claims against the Debtors would receive
       its pro rata share of (i) approximately 46% of the new
       common stock of Lear, on a fully-diluted basis (excluding
       the management equity grants) as of the Effective Date and
       (ii) warrants to purchase 15% of the new common stock of
       Lear, on a fully-diluted basis (excluding the management
       equity grants) as of the Effective Date.

     * Existing Equity Claims.  Existing equity holders of Lear,
       including holders of its common stock and options, would
       have no recovery under a Qualified Plan.  Lear would
       continue to hold all equity interests in its subsidiaries
       that it held prior to the filing of the Chapter 11
       Petitions.

The parties assumed a distributable value of $3.054 billion.

Management Equity Plan and Employee Matters.  Lear would implement
a key management incentive plan based on the achievement by Lear
of certain financial targets during the Chapter 11 Cases and
certain milestones with respect to the progress of the Chapter 11
cases.  Under a Plan, Lear would implement a management equity
plan for the benefit of certain continuing employees of Lear that
would provide for the issuance up to 10% of the new common stock
of Lear.  The Plan also would provide for the adoption or
assumption of employment agreements with Lear's executive officers
and certain other employee benefit plans.  In addition, Lear would
assume or reinstate all U.S.-based employee and retiree health,
welfare and pension plans.

Board of Directors.  Lear's board of directors following the
Effective Date would consist of nine members, including Lear's
Chairman and Chief Executive Officer.  The Agent under Lear's
senior credit facility, in consultation with the steering
committee of the Lenders and with the assistance of a nationally
recognized executive search firm, would appoint no fewer than five
of the directors.  The steering committee of bondholders acting on
behalf of an ad hoc group of bondholders, in consultation with
Lear's bondholders and the creditors' committee in the Chapter 11
cases, would appoint three of the directors.

Registration.  As soon as practicable following the Effective
Date, Lear would be required to take such action as is necessary
to register its new common stock under the Securities Exchange Act
of 1934, as amended, and obtain a listing for such common stock on
the New York Stock Exchange or Nasdaq.

                           Loan Defaults

Lear did not make required payments in an aggregate amount of
approximately $7.15 million due and payable under the Senior
Credit Facility on June 30, 2009.  In addition, Lear did not make
regularly scheduled interests payments in an aggregate amount of
$38.4 million on the 8.50% Notes or the 8.75% Notes that were due
and payable on June 1, 2009.  Lear did not make approximately
$4.5 million in aggregate, of payments that it was required to
make on June 30, 2009 in respect of certain of hedging
transactions.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products. The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico,
among others.

As reported by the TCR on July 3, 2009, Standard & Poor's Ratings
Services said that it has lowered its issue-level rating on Lear
Corp.'s senior secured debt to 'D' from 'CC', and the rating on
the remaining senior unsecured debt to 'D' from 'C', reflecting
Lear's announcement that it intends to commence shortly a proposed
debt restructuring through a bankruptcy filing.


LEAR CORP: ISDA Determinations Committee Affirms "Credit Event"
---------------------------------------------------------------
The 15 members determinations committee of the International Swaps
and Derivative Association have unanimously agreed that a "failure
to pay credit event" occurred with respect to Lear Corporation.

A credit event triggers contracts protecting a default by Lear.
UBS AG made the request before the committee on July 2.

On June 1, Lear announced that it did not make $38 million of
required interest payments on its 8.5% and 8.75% notes.  The
indenture provides for a 30-day grace period.  On July 2, Lear
announced plans to pursue a debt restructuring under Chapter 11.
In the release, Lear states that it expects to be in default under
the notes.

A credit event would mean sellers guaranteeing roughly
$2.2 billion of Lear's debt would have to pay buyers of the
contracts face value, less the value of the debt, Bloomberg said,
citing data from Depository Trust & Clearing Corp., which runs a
central registry that captures most trading.

According to Bloomberg News, banks, hedge funds, insurance
companies and other asset managers had sold or bought credit swaps
protecting a net $687 million of Lear debt as of June 26,
Depository Trust data show.  Bloomberg relates that about
$1.56 billion in protection was bought through indexes that are
linked to a group of companies including Lear.

                         About Lear Corp.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products. The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico,
among others.

As reported by the TCR on July 3, 2009, Standard & Poor's Ratings
Services said that it has lowered its issue-level rating on Lear
Corp.'s senior secured debt to 'D' from 'CC', and the rating on
the remaining senior unsecured debt to 'D' from 'C', reflecting
Lear's announcement that it intends to commence shortly a proposed
debt restructuring through a bankruptcy filing.


LEAR CORP: CBAs & Customer Pacts Won't Be Issues in Ch. 11 Plan
---------------------------------------------------------------
David Barkholz at Automotive News reports that Lear Corp. CEO
Robert Rossiter said that labor and customer contracts won't be
issues in the Company's planned Chapter 11 bankruptcy filing.

Lear has less than 5,000 UAW-represented workers, Automotive News
relates, citing Mr. Rossiter.  Lear spokesperson Mel Stephens said
that the Company has about 70,000 workers worldwide, Automotive
News states.

According to Automotive News, Lear said it has reached an
agreement on its restructuring plan with a majority of committee
members representing secured lenders and bondholders.
Mr. Rossister said in a statement that the agreements "will enable
us to emerge expeditiously.  We intend to complete the
restructuring as quickly as possible."

Lear Corporation -- http://www.Lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products. The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico,
among others.

As reported by the TCR on July 3, 2009, Standard & Poor's Ratings
Services said that it has lowered its issue-level rating on Lear
Corp.'s senior secured debt to 'D' from 'CC', and the rating on
the remaining senior unsecured debt to 'D' from 'C', reflecting
Lear's announcement that it intends to commence shortly a proposed
debt restructuring through a bankruptcy filing.


LEHMAN BROTHERS: Wants Plan Filing Deadline Moved to March 2010
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York to give them additional time to file their
Chapter 11 plan of reorganization and solicit votes for that
plan.

The Debtors want the deadline for filing their Chapter 11 plan
extended to March 15, 2010, and the deadline for soliciting votes
from creditors stretched out to May 17, 2010.

Attorney for the Debtors, Lori Fife, Esq., at Weil Gotshal Manges
LLP, in New York, says they need more time to prepare the
Debtors' Chapter 11 plan given the complexity of the Debtors'
bankruptcy cases.

"The Debtors have bank debt, bond debt, intercompany debt,
derivative debt and guaranty issues that bear on the workings of
any Chapter 11 plan.  Before confirmable Chapter 11 plans can be
proposed, the Debtors must intimately understand the scope and
scale of the claims against their estates to negotiate practical
and fair resolutions with their creditors," Ms. Fife says in
court papers.  Administering the cases, she adds, has been
further complicated by the Debtors' limited resources.

From an operating global enterprise with more than 25,000
employees, the Debtors' estates are now being administrated by
around 700 individuals, including about 200 full-time
professionals at Alvarez & Marsal North America LLC, many of whom
were brought on after the bankruptcy filing.  "Not only must
these individuals learn Lehman's global prepetition business but
they must also understand the thousands of counterparties with
whom Lehman transacted to make informed business decisions," Ms.
Fife points out.

Ms. Fife further asserts that the extension of the deadline is
also warranted given the major progress the Debtors have made in
their cases including obtaining approval of major sales, which
increased their cash balances from a mere $2 billion as of
September 18, 2008, to more than $10 billion as of July 1, 2009.

Shortly after their bankruptcy filing, the Debtors have conducted
major sales including the sale of their North American capital
markets business to U.K.-based Barclays Capital Inc. that
generated more than $1.5 billion for the estates and preserved
around 10,000 jobs.  The Debtors also sold their investment
management division in exchange for a preferred equity interest
with an aggregate liquidation preference of $875 million and 49%
of common stock in a newly formed company.  They also sold their
interest in Lehman Brothers Merchant Banking III L.P., Lehman
Brothers Merchant Banking IV L.P. and Lehman Brothers Merchant
Banking IV (Europe), L.P., as well as approximately 40 direct
investments in various venture capital portfolio companies.
Other major sales included the sale of the stake in R3 Capital
Management LLC, which generated $500 million, and their interest
in Eagle Energy Partners I L.P., which raked in $230 million.

Ms. Fife assures the Court that the proposed extension is not an
attempt to pressure creditors to accede to the Debtors' demands,
pointing out that regular and open communication with their
creditors has remained a fundamental goal of the Debtors.

"The Debtors have made every effort to keep creditors apprised
and informed of all developments, including constant
communication with the Official Committee of Unsecured Creditors
and its professionals on issues ranging from day-to-day
administration to long term strategy," Ms. Fife says.

A hearing to consider the request is scheduled for July 15, 2009.
Creditors and other concerned parties have until July 10, 2009,
to file their objections.  The Debtors obtained a bridge order
from the Court extending the exclusive periods deadline until the
Court issues an order approving their request.

                    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: Court Sets September 22 Claims Bar Date
--------------------------------------------------------
Creditors holding pre-bankruptcy claims against Lehman Brothers
Holdings Inc. and its affiliated debtors have until September 22,
2009, to prepare and file their claims, Judge James Peck of the
U.S. Bankruptcy Court for the Southern District of New York ruled.

Holders of a security that is not listed in the Debtors' master
list of securities can ask that a security be added to the list
by completing a form available on the Debtors' Web site, which
form must be submitted to the Debtors on or before August 5,
2009.  The master list will be final as of August 20, 2009.

Each holder of a claim against the Debtors, which stemmed from a
derivative contract, is required to complete the electronic
derivative questionnaire found at the Debtors' Web site on or
before October 22, 2009.

Holders of claims against the Debtors based on amounts owed
pursuant to a promise, representation and agreement to answer for
the payment of some debt or the performance of some duty in case
of the failure of another party that is liable; and creditors
whose claims are based on a guarantee by the Debtors of the
obligations of a non-debtor entity under a derivative contract
have also until October 22, 2009, to complete the guarantee
questionnaires.

As for creditors that have claims on account of securities issued
by the Debtors or any of their affiliates outside of the United
States, which have been identified in the Debtors' Web site under
the heading "Lehman Programs Securities" as of July 17, 2009,
have until November 2, 2009, to file their proofs of claim.

                   Court Approves Stipulations

In separate orders, Judge Peck approved the stipulations that the
Debtors inked with JPMorgan Chase Bank N.A., Pacific Investment
Management Company LLC, and the Internal Revenue Service.

Under the stipulations, the Debtors agreed to exempt JPMorgan and
Pacific Investment from complying with certain requirements of
the July 2 "bar date" order related to the derivative contracts.
Meanwhile, IRS is allowed to file its proof of claim until
June 30, 2010.

                    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: Committee Wants Examiner to Limit Barclays Probe
-----------------------------------------------------------------
The official committee of unsecured creditors in Lehman Brothers
Holdings Inc.'s Chapter 11 cases asks the U.S. Bankruptcy Court
for the Southern District of New York to issue a ruling directing
Anton Valukas, the Court-appointed Chapter 11 examiner, to
investigate only the potential claims against Barclays Capital
Inc. related to assets of Lehman Brothers Holdings Inc.'s units.

Attorney for the Creditors' Committee, Dennis Dunne, Esq., at
Milbank Tweed Hadley & McCloy LLP, in New York, says that
pursuant to the January 16, 2009 order approving the appointment
of an examiner, Mr. Valukas was not tasked to investigate all
aspects of the sale of LBHI's North American business to
Barclays.  "The examiner was charged with investigating the
narrow issue of potential claims against Barclays relating to the
assets of LBHI-related entities and affiliates, but not those of
LBHI or [Lehman Brothers Inc.]," Mr. Dunne points out.

The Creditors' Committee made the move out of concern that the
Examiner would investigate aspects of the sale that have already
been under the investigation of the panel, LBHI and LBI's
trustee.

"The examiner recently indicated that his investigation will take
longer and cost more than originally anticipated," Mr. Dunne
says, adding that it is the creditors who "will be paying for any
inefficiency and overlap in the investigation process."

"Maintaining a clear distinction between the simultaneous
investigations is extremely important for many reasons including
the need to proceed with these investigations as quickly and
efficiently as possible, with minimal duplication of effort," he
asserts.

In an e-mail to Bloomberg News, Martin Bienenstock, Esq., at
Dewey & LeBoeuf LLP, says "the last entity who should investigate
and sue is Lehman."  "Lehman is the entity that made the deal and
insisted it must be closed before the ink was dry and the
creditors could understand it," Mr. Bienenstock, counsel to some
of LBHI's creditors, told Bloomberg.

Mr. Bienenstock further told Bloomberg that Lehman's own
investigation "would be handicapped by human nature not to
challenge anything that might show that Lehman made a very bad
deal riddled with mistakes."  He added that LBI's trustee,
meanwhile, can only bring actions beneficial to Lehman's
affiliate and not to Lehman itself.

The hearing to consider approval of the Creditors' Committee's
request is scheduled for July 15, 2009.  Creditors and other
concerned parties have until July 10, 2009, to file their
objections.

                    About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Asks for Approval of FSA Settlement
----------------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc., asks the U.S. Bankruptcy Court for the Southern District of
New York to approve a settlement with Financial Security Assurance
Inc.

Under the settlement, FSA will receive $1.1 million by wire
transfer from the account maintained by JP Morgan Chase Bank N.A.
FSA will only receive the payment, however, if the funds
deposited in the account equal or exceed the $1,685,966, which
was received on account of certain distributions of principal of
and interest on LBI's collateral.

The collateral consists of securities, which LBI pledged to FSA
to secure its obligations under their guaranty and custody
agreements dated February 1, 1992.  Under the agreements, LBI was
required to make timely payment to a fiscal agent who would
forward the funds to a certain trustee to allow for the timely
payment of principal and interest to the holders of certain
bonds; and to reimburse FSA, the issuer of an insurance policy
guarantying that payment.

The settlement also provides for the transfer of the remaining
balance of the funds deposited in JP Morgan's account to Mr.
Giddens, free and clear of FSA's interest, following the payment
of $1.1 million.

The hearing to consider approval of the settlement 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: LBI Trustee Starts Review of Customer Claims
-------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., disclosed in
court papers that he has entered the next phase of the company's
liquidation proceeding under the Securities Investor Protection
Act, in which he will be reviewing all customer claims to
determine the customers' net equity claim.

Mr. Giddens said the distributions to pay allowed customer claims
on a pro rata basis will depend on the amount and value of
property, securities and cash, allocated to the fund of customer
property.  "The trustee is continuing to take the steps mandated
by SIPA, which are a precondition to determining the property to
be made available to pay customers' net equity claims," he said.

"Interim distributions on net equity claims will be made as soon
as there is enough clarity for reasonable estimates to be made of
both the amount of customer property available for distribution
and the total of allowed net equity claims," Mr. Giddens stated
in court papers.

The trustee has received more than 12,000 customer claim forms
representing over 80,000 accounts so far.  He has also
established teams of professionals who have been working to
reconcile and resolve issues.  These include teams working on the
multibillion dollar claims submitted on an omnibus or group basis
by Barclays Capital Inc., Lehman Brothers International (Europe)
and other Lehman units; claims by prime brokerage account
holders; and more than 7,000 timely filed individual customer
claims after identification and elimination of duplicates.

Mr. Giddens said he has already determined 3,350 of those claims,
has issued about 1,500 deficiency letters, and reached out to
customers to obtain required information with respect to claims
that "lack meaningful information or are defective on their
face."

"The trustee is reviewing remaining claims and issuing letters of
determination as rapidly as possible.  Under SIPA and the
procedures approved by the Court, when the trustee issues a
determination denying a customer claim in whole or in part, the
claimant has a right to object, and the dispute must be resolved
or submitted for court determination," Mr. Giddens said.

According to Mr. Giddens, some of those disputes will involve
whether certain categories of transactions qualify for customer
treatment under SIPA as well as valuation questions while others
will involve substantial dollar amounts.

"It may be a considerable time before some of these disputes can
be finally resolved through the bankruptcy court and appeals
process.  The trustee will reserve for disputed claims until
resolution becomes final," Mr. Giddens said.

                    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).


LEVEL 3: Closes Debt Exchange With Unnamed Investor
---------------------------------------------------
Level 3 Communications, Inc., has consummated certain transactions
contemplated by an Amended and Restated Exchange Agreement, dated
as of June 26, 2009, between the Company and an institutional
investor, amending an Exchange Agreement, dated as of June 21,
2009, between the parties.  The Company did not identify the
Investor.

The Company agreed to exchange $142,079,000 aggregate principal
amount of the Company's 6% Convertible Subordinated Notes due 2010
and $139,820,000 aggregate principal amount of the Company's
2.875% Convertible Senior Notes due 2010 held by the Investor for
$200,000,000 aggregate principal amount of the Company's 7%
Convertible Senior Notes due 2015 and $78,208,900.00 in cash, plus
accrued and unpaid interest on the Existing Notes.

On June 26, 2009, in exchange for certain of the Existing Notes,
the Company issued the New Notes and paid $58,196,337.19 in cash
to the Investor, plus accrued and unpaid interest on the Existing
Notes that were exchanged.  The remaining Existing Notes were
subsequently exchanged for $20,012,562.81 in cash, plus accrued
and unpaid interest on those Existing Notes.

The Notes were issued pursuant to an Indenture, dated June 26,
2009, between the Company and The Bank of New York Mellon, as
Trustee.

The Notes are senior unsecured obligations of the Company, ranking
equal in right of payment with all the Company's existing and
future unsubordinated indebtedness.  The Notes will mature on
March 15, 2015 and pay 7% annual cash interest.  Interest on the
Notes will be payable on March 15 and September 15 of each year,
commencing on September 15, 2009.

The Notes are convertible by the Investor into shares of the
Company's common stock, par value $0.01 per share, at an initial
conversion price of $1.80 per share (which is equivalent to a
conversion rate of 555.5556 shares of Common Stock per $1,000
principal amount of Notes), subject to adjustment upon certain
events, at any time before the close of business on March 15,
2015.  The Investor may require the Company to repurchase all or
any part of the Notes upon the occurrence of a designated event
(change of control or a termination of trading) at a price equal
to 100% of the principal amount of the Notes, plus accrued and
unpaid interest to, but excluding, the repurchase date, if any.
In addition, if a holder elects to convert its Notes in connection
with certain changes in control, the Company will pay, to the
extent described in the Indenture, a make-whole premium by
increasing the number of shares deliverable upon conversion of
such Notes.

On June 22, 2009, the Company said that during the second quarter
2009 it completed open market debt repurchases for an aggregate of
approximately $223 million of cash, excluding accrued and unpaid
interest.  The Company repurchased approximately $117 million
aggregate principal of debt due 2009, approximately $50 million
aggregate principal of debt due 2010, approximately $61 million
aggregate principal of debt due 2011 and approximately $20 million
aggregate principal of debt due 2012.

The Company has, after the close of the Investor transaction and
excluding capital leases, roughly:

      $60 million of debt due in 2009,
     $181 million of debt due in 2010,
     $505 million of debt due in 2011, and
     $306 million of debt due in 2012.

At March 31, 2009, the Company had unrestricted cash and cash
equivalents of $672 million, or $634 million after giving effect
to the approximately $274 million of net proceeds received from
the senior secured Tranche B Term Loan completed in April and May
2009 and all of the transactions described.

The Notes will not be registered under the Securities Act of 1933
or any state securities laws and, unless so registered, may not be
offered or sold except pursuant to an applicable exemption from
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

                   About Level 3 Communications

Level 3 Communications, Inc. (NASDAQ: LVLT) --
http://www.Level3.com/-- is an international provider of fiber-
based communications services.  Enterprise, content, wholesale and
government customers rely on Level 3 to deliver services with an
industry-leading combination of scalability and value over an end-
to-end fiber network.  Level 3 offers a portfolio of metro and
long-haul services, including transport, data, Internet, content
delivery and voice.

                          *     *     *

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings has lowered the rating assigned to Level 3
Communications, Inc.'s convertible subordinated notes to 'CC/RR6'
from 'CCC-/RR6'.  The rating action brings the subordinated note
ratings in line with Fitch's revised rating definition and mapping
criteria.  Approximately $484 million of convertible subordinates
notes outstanding as of March 31, 2009, was effected by Fitch's
action.  As of March 31, 2009, LVLT had approximately $6.4 billion
of debt outstanding.

On June 25, the TCR said Fitch assigned a 'CCC/RR5' rating to
Level 3's $200 million issuance of 7% convertible senior notes due
March 2015.  The notes will rank pari passu with LVLT's existing
senior unsecured indebtedness.  LVLT along with its wholly owned
subsidiary Level 3 Financing, Inc., have a 'B-' Issuer Default
Rating and a Positive Rating Outlook.  The proceeds from the note
offering along with approximately $78.2 million of cash (plus
accrued interest) will be exchanged for a portion of LVLT's
outstanding 6% convertible subordinated notes due 2010 and its
2.875% convertible senior notes due 2010 pursuant to an exchange
agreement the company has entered into with certain institutional
investors.

From Fitch's perspective the debt exchange and the open market
debt repurchases have a positive effect on LVLT's credit profile
and alleviates concerns related to the company's liquidity
position seeing that a significant portion of the exchange and
repurchases were targeted at outstanding debt scheduled to mature
between 2009 and 2010.  After the close of the exchange, expected
to occur before the end of the second quarter, and considering the
open market debt repurchases, LVLT has a total of $241 million of
debt maturing during the balance of 2009 and 2010.


LIVENT INC: Prosecutors Want 10 Years for Drabinsky & Gottlieb
--------------------------------------------------------------
By Joe Schneider at Bloomberg News reports that prosecutor Alex
Hrybinsky said at the sentencing hearing of Garth Drabinsky and
Myron Gottlieb that the two should spend 8 to 10 years in prison
for defrauding investors of about C$500 million ($429 million).

Messrs. Drabinsky and Gottlieb, 65, were charged in October 2002
with lying about finances at the theater producer Livent Inc. for
nine years as they raised money to buy theaters in Toronto,
Chicago and New York and paid for increasingly lavish productions,
including "Fosse" and "Phantom of the Opera."

The Ontario Superior Court Judge Mary Lou Benotto found Mr.
Drabinsky, 59, and Mr. Gottlieb, 65, guilty of two counts of fraud
and one count of forging a document on March 25, more than 10
years after police began probing what they called one of the
biggest fraud cases in Canadian history.

In 2005, the two were ordered by Manhattan Federal Judge Victor
Marrero to pay $23,333,146 to investors who bought notes issued by
Livent, Inc., a now- bankrupt entertainment company.

Mr. Drabinsky was formerly Livent's chairman and chief executive,
while Mr. Gottlieb was formerly Livent's president.

Livent Inc. was a vertically integrated producer of live
theatrical entertainment, as well as an operator of theaters in
large North American markets. Livent and its debtor-affiliates
filed for Chapter 11 relief on November 18, 1998.  Matthew Allen
Feldman, Esq., at Willkie Farr & Gallagher LLP represented the
Debtors in their liquidating efforts.


LOG HOME: Files for Chapter 11 After Owner Sued for Theft
---------------------------------------------------------
Log Home Building Services LLC filed for Chapter 11 bankruptcy
protection due to legal disputes involving its owner.

The Flume relates that Log Home's owner, Jay Hamburg, was
scheduled to appear in Park County Combined Court for a trial in a
lawsuit filed by Pella Windows and Doors Inc.  According to The
Flume, Mr. Hamburg he was charged with theft of almost $60,000
from two men who hired who to build a log home near Alma.  Mr.
Hamburg allegedly took the money from the log home project to pay
for previous projects, the report says.

Mike Potter at The Flume reports that Log Home has $215,641.70 in
liabilities, which includes $154,982 in credit card debt and
$61,017 in "other current liabilities."  The Flume states that
businesses holding unsecured claims against Log Home include:

     -- Merrill Lynch Credit Card, in the amount of $48,750;

     -- Pine Junction-based Hutchison Lumber, a creditor for one
        debt of $38,872 and another for $13,978;

     -- AMA Electric, owed $9,833; and

     -- Fairplay-based attorney Chuck Pisano, which is owed
        $15,000.

Mr. Hamburg has retained Jeffrey Brinen to represent him in the
bankruptcy proceedings, The Flume states.

Log Home Building Services LLC is based in Fairplay.  The Company
filed for Chapter 11 bankruptcy protection on June 23, 2009
(Bankr. D. Colo. Case No. 09-22282).  The Company listed 100,000
to 500,000 in liabilities, but didn't disclose its assets.


LUMINENT MORTGAGE: Court Confirms Second Amended Joint Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court confirmed Luminent Mortgage Capital
Inc.'s Second Amended Joint Plan of Reorganization, according to
BankruptcyData.com.

The Plan, the report says, treats claims against, and interests
in, the Debtor in this manner:

    i) holders of administrative claims, priority tax claims and
       priority non-tax claims will be paid in full in cash;

   ii) holders of Arco secured claims will receive 46% of the
       equity in the reorganized company;

  iii) holders of other secured claims will be paid in full;

   iv) holders of general unsecured claims will receive
       distributions from a general unsecured distribution fund, a
       share  of a subsequent unsecured distribution amount and
       29% of the equity in the reorganized company;

    v) holders of general unsecured opt-out claims, convenience
       opt-out claims, TRUPs opt-out claims and interests in the
       Company will receive no distribution;

   vi) holders of convenience claims will receive a share of a
       convenience class fund; and

  vii) holders of subordinated TRUPs claims will receive
       distributions from a general unsecured distribution fund, a
       share  of a subsequent unsecured distribution amount and
       29% of the equity in the reorganized company, provided,
       however, that the distributions to these creditors will be
       paid directly to the senior indenture trustee for further
       distribution to the holders of senior note claims to the
       extent necessary to comply with the contractual
       subordination provisions in the subordinated TRUPS
       indenture or senior notes indenture.

In addition, a share of 5% of the reorganized equity units will be
distributed directly to the subordinated TRUPs trustees for
distribution to holders of the subordinated TRUPS and not subject
to contractual subordination, the report relates.

A full-text copy of the disclosure statement explaining the
Debtors' Second Amended Plan is available at:

       http://bankrupt.com/misc/luminent.2ndAmendedDS.pdf

A full-text copy of Debtors' Second Amended Joint Plan of
Reorganization is available at:

      http://bankrupt.com/misc/luminent.2ndAmendedPlan.pdf

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.


MAGNACHIP SEMICONDUCTOR: Plan Offers 71% for First-Lien Creditors
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that MagnaChip
Semiconductor B.V. and its affiliates filed a liquidating Chapter
11 plan that provides most of the proceeds from its assets sale to
first-lien lenders owed $95 million.  According to the disclosure
statement explaining the Plan, second-lien noteholders owed
$500 million will receive $1 million.  The first-lien lenders will
recover 70.6% while second lien noteholders would recover 0.2%.
According to the report, subordinated debt holders with
$250 million in claims will receive nothing because the money they
otherwise would see from the $1 million will be directed to the
second-lien creditors.

MagnaChip prepared the Plan prior to its Chapter 11 filing.  The
sale to a Korean limited partnership named KTB 207 Private Equity
Fund was also worked out in advance, Mr. Rochelle relates.

              About MagnaChip Semiconductor Inc.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise. Citigroup Venture
Capital Equity Partners LP was part of the investor group that
acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


METALDYNE CORP: Committee Taps Reed Smith as Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors of Metaldyne
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Reed Smith LLP as its counsel.

The firm will:

  a) consult with the trustee or Debtors concerning the
     administration of these cases;

  b) investigating the acts, conduct, assets, liabilities, and
     financial condition of the Debtors, the operation of the
     Debtors' businesses and the desirability or the continuance
     of such businesses, and any other matter relevant to the
     cases or to the formulation of one or more plans ;

  c) evaluate, with the Debtors, the purchase of the assets or
     businesses of the Debtors and participating in the sale
     process;

  d) if appropriate, request the appointment of one or more
     trustees or examiners under Section 1104 of the Bankruptcy
     Code;

  e) assert claims and causes of action on behalf of the Committee
     and the Debtors, if the Debtors fail to assert such claims;
     and

  f) perform other services as are in the interest of the Debtors'
     creditors.

The regular rates for Reed Smith's paralegals, associates, and
partners are as follows: $100 to $315 for paralegals; $275 to $545
for associates and for partners.

  Professional                      Designation    Hourly Rate
  ------------                      -----------    -----------
  Mark D. Silverschotz, Esq.        Partner        $710
  Kurt F. Gwynne, Esq.              Partner        $590
  Mark W. Eckard, Esq.              Associate      $360
  J. Cory Falgowski, Esq.           Associate      $360
  Kathleen A. Murphy, Esq.          Associate      $305
  John B. Lord                      paralegal      $250
  Lisa Lankford                     paralegal      $145
  Evan F. Jaffe                     Paralegal      $105

  Designation                                      Hourly Rate
  -----------                                      -----------
  Partners                                         $375-$945
  Associates                                       $275-$545
  Paralegals                                       $100- $315

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                  About Metaldyne Corporation

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

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

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

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


METALDYNE CORP: Proposes Donnelly Penman as Investment Banker
-------------------------------------------------------------
Metaldyne Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Donnelly Penman & Partners as their
investment banker for certain assets.

The firm will:

  a) identify prospective purchasers of the Debtor's businesses;

  b) prepare information describing the businesses, their
     operations and financial performance;

  c) disseminate information regarding the businesses to the
     Prospects;

  d) conduct sell-side due diligence on the businesses;

  e) organize a data room(s) with information relevant to
     the prospective purchasers;

  f) coordinate due diligence with the prospective purchasers;

  g) negotiate a stalking horse bid with the prospective
     purchasers;

  h) negotiate the structure and terms of a potential transaction
     with the prospective purchasers;

  i) assist the Debtors and their counsel in conducting auctions
     of the Businesses under the auspices of the Court;

  j) assist the Debtors and their counsel with the preparation and
     negotiation of closing documentation relating to a
     transaction;

  k) assist the Debtors and their counsel in preparing necessary
     documentation and information in connection with obtaining
     approval by the Court of proposed Transactions; and

  1) provide relevant testimony at hearings before the Court or
     other courts as the Debtors may request with respect to the
     foregoing.

The firm will be paid $35,000 per month for this engagement.

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                  About Metaldyne Corporation

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

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

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

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


MGM MIRAGE: Clients Demand Significant Price Cuts for Condos
------------------------------------------------------------
Tamara Audi at The Wall Street Journal reports that some condo
buyers who have signed contracts with MGM Mirage are demanding
significant price reductions, while others want their deposits
back.

WSJ states that many of the contracts were signed in 2006 and
2007.  According to WSJ, buyers have put down some $313 million in
deposits on 1,500 units in the 2,440-unit complex.  WSJ says that
those who agreed to buy early fear that they will take possession
of condos whose market values are far below what they agreed to
pay.  WSJ notes that home-sale prices are down more than 30% from
2008 in Las Vegas.

WSJ relates that while some buyers have hired a law firm to
negotiate with the Company, others are airing out their grievances
through citycentercondodepositgroup.blogspot.com.  WSJ quoted Mark
Connot -- a partner with Hutchinson & Steffen, a Las Vegas law
firm hired to represent some buyers demanding price reductions --
as saying, "It is simply not possible by any stretch of the
imagination to close on the units at the contracted price.  Our
position is they need to adjust the price to market value.  And
until that's done I don't think they will find any buyers."

According to WSJ, MGM Mirage said that it isn't offering discounts
to current buyers, and that it is too early to know how the units
are valued in the current market.

A good portion of the buyers may no longer be able to secure
financing and could just decide to walk away, leaving their units
empty, WSJ says, citing real-estate analysts.  WSJ notes that many
of the first to sign contracts were MGM Mirage's biggest spending
gamblers and its own executives.  "You have 1,500 condo buyers
right now who wish they'd never put this thing into contract and
most of them have some kind of relationship with MGM Mirage," the
report quoted a buyer as saying.

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MIDWAY GAMES: Court OKs Sale of Assets to Time Warner
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Midway Games Inc. to sell its key assets to an
affiliate of Time Warner Inc. for $33 million plus accounts
receivable.

As reported by the TCR on June 30, Warner Borthers Entertainment
Inc. emerged as the sole bidder for Midway Games Inc.  Ben Fritz
and Alex Pham at the Los Angeles Times said Midway had hoped that
the sale process, under which Warner's $33-million offer would be
subject to competitive bidding, would spur interest and would
raise the purchase price.

Pursuant to the asset purchase agreement signed by the parties,
Warner Bros. Entertainment would acquire substantially all of the
Company's U.S. assets including its Mortal Kombat franchise and
its development studios in Chicago and Seattle for a purchase
price of $33,000,000, subject to adjustment as of the closing for
changes in inventory, plus the agreed value of the Company's U.S.
account receivables.  The agreement does not include the Company's
development studio in San Diego and the TNA franchise games, nor
does it include the Company's development studio in Newcastle
which had developed the Company's recently released Wheelman game.

The salient terms of the APA reached by Midway and Warner Bros.
are:

    -- Warner Bros. will pay $33 million cash at closing, subject
       to adjustments based on inventory valuation, and exclusive
       of Warner's payment of cure amounts and the accounts
       receivable amount.

    -- Assets to be sold include

         (i) all previously released titles, all video games based
             on the Mortal Kombat universe and This is Vegas
             universe, all Game Party video games, all Touchmaster
             video games, all Area 51 video games, all Spy unter
             video games, all Wheelman video games, and all of
             Midway's arcade and coin-operated games including,
             but not limited to, Gauntlet, Rampage, Joust, and
             Rampart, and all "back catalog" and "classic
             intellectual property" library video games

        (ii) all assigned contracts, including all leasehold
             interests in and to the real property located at the
             acquired studios in:

             (a) 3131 Elliot Avenue, Seattle, Washington, USA
                 98121;

             (b) 2633 W. Roscoe St., Chicago, Illinois, USA 60618;
                 and

             (c) 2727 W. Roscoe St., Chicago, Illinois, USA 60618

       (iii) any rights, claims or causes of action of Midway
             against Warner Bros. relating to the assets,
             properties, business or operations of Midway arising
             out of events occurring on or prior to the closing
             date, including, but not limited to, causes of action
             under Chapter 5 of the Bankruptcy Code.

    -- Excluded assets include:

           * all shares of capital stock, limited liability
             company membership interests and other equity
             interests, of Midway and all its subsidiaries;

           * assets of any foreign subsidiary, unless otherwise
             specified;

           * all cash and cash equivalents of Midway;

           * all causes of actions of Midway against third parties
             other than Warner Bros. relating to assets of Midway
             arising out of events occurring on or prior to the
             closing date, including causes of action in
             connection with the complaint brought by the
             Creditors Committee against National Amusements,
             Inc., et al.

           * all TNA Wrestling, NBA/NHL/MLB, Lord of the Rings,
             and Mechanic Master video games.

           * the Wheelman Distribution Agreement between Ubisoft
             Entertainment and Midway Home Entertainment Inc.;
             platform agreements; an agreement of Purchase and
             sale dated July 7, 2008, between Midway, as seller,
             and Lexington Homes LLC, as buyer, relating to
             property located at 2633 W. Roscoe St., Chicago,
             Illinois, USA 60618, and a related redevelopment
             agreement between the City of Chicago and Midway;
             and (i) any contracts that relate to properties
             located at: (i) the New Castle Studio, (ii)
             Heimaranstrasse 35, Munich, Germany 80339; (iii) 13
             Rue Vivienne, Paris, France 75002; (iv) 43 Worship
             Street, London, EC21 2DX United Kingdom; and (v) any
             other property located outside the United States.

    -- Warner Bros. will hire certain of Midway's employees,
       including key designers and employees on design teams for
       certain of Midway's games that are included in the sale.

    -- The cure amounts for certain of Midway's games are:

        Game                                 Cure Amount
        ----                                 -----------
        Happy Feet                             $359,218
        Ant Bully                              $166,126
        Mortal Kombat vs. DC Universe        $7,342,476

    -- Closing conditions include:

           * With respect to the Unreal Engine 3 License Agreement
             dated January 14, 2005, between Midway Home
             Entertainment Inc. and Epic Games, inc., Warner Bros.
             will receive all Midway's rights and benefits under
             the Unreal Engine License.

           * Sony Computer Entertainment America Inc. and Sony
             Computer Entertainment Europe Ltd., (with respect to
             the PlayStation platforms) and Microsoft Licensing GP
             (with respect to the Xbox platforms) will each
             approve Warner Bros. as the "publisher of record"
             with respect to all the games included in the APA.

   -- Either party may terminate the agreement if closing has not
      occurred by July 15, 2009.

Warner Bros. has claims against Midway pursuant to prepetition
agreements pertaining to the games Mortal Kombat v. DC Universe,
Happy Feet and Ant Bully.  Midway owes Warner Bros. an aggregate
of $7,867,820 on a prepetition basis in connection with these
games.  The claim will be waived

Copies of the Asset Purchase Agreement and related exhibits are
available at:

   http://bankrupt.com/misc/Midway_WarnerExhB.1.pdf
   http://bankrupt.com/misc/Midway_WarnerExhB.2.pdf
   http://bankrupt.com/misc/Midway_WarnerExhB.3.pdf

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MIDWAY GAMES: Court OKs Thomas Settlement, Aug. 10 Plan Deadline
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Bankruptcy
Court for the District of Delaware has authorized the official
committee of unsecured creditors formed in Midway Games Inc.'s
Chapter 11 cases to settle with Mark Thomas, concluding a lawsuit
the Committee filed in May against Thomas and his affiliated
companies.

The suit continues against former owner Sumner Redstone.

Mr. Thomas, according to the Committee, paid Redstone $100,000 in
November 2008 to buy Redstone's 87 percent ownership of Midway
plus a secured claim for $30 million and a $40 million unsecured
claim.  The settlement has Mr. Thomas waiving the entire
$40 million unsecured claim and reducing the secured claim to
$5 million from $30 million.

The Court also extended Midway's exclusive right to propose a
Chapter 11 plan until Aug. 10.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MONACO COACH: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------
At the behest of Monaco Coach Corporation, the U.S. Bankruptcy
Court for the District of Delaware has converted Monaco's Chapter
11 bankruptcy cases to proceedings under Chapter 7 of the
Bankruptcy Code.

The Debtor explained that it lost access to the cash collateral
securing its obligations to its lenders.  The Debtor said it no
longer has the ability to satisfy administrative expenses that
will be incurred in continuing Chapter 11 cases.  The Debtor said
it wants the cases converted unless it can reach an agreement with
its official committee of unsecured creditors and secured lenders
that allows for the consensual use of the lenders' cash collateral
necessary to continue under Chapter 11.

Monaco Coach, now known as MCC, also said it closed sales of its
luxury motorhome resort and core manufacturing assets on June 4,
2009.

As reported by the Troubled Company Reporter on June 15, 2009,
Navistar International Corporation, through its wholly owned
subsidiary Workhorse International Holding Company, completed the
acquisition of certain assets of Monaco Coach for $45 million.
Navistar funded the purchase price with cash on hand.

Under the terms of the asset purchase agreement, Navistar acquired
five manufacturing facilities, intellectual property and
trademarks and certain inventory.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.


MXENERGY HOLDINGS: Commences Discounted Offer; Bankruptcy Warning
-----------------------------------------------------------------
MXenergy Holdings Inc. has commenced a conditional private
exchange offer with respect to its outstanding Floating Rate
Senior Notes due 2011.  For each $1,000 principal amount of Notes
exchanged in the Exchange Offer, a registered holder of the
outstanding Notes will receive:

     (i) a cash payment of $138.15,

    (ii) $393.33 principal amount of a new series of the Company's
         13% Senior Secured Notes due 2014 and

   (iii) 188.91 shares of the Company's common stock.

The consideration for Notes validly tendered and not validly
withdrawn in the Exchange Offer will also include accrued and
unpaid interest, if any, on such principal amount of Notes
tendered from the most recent interest payment date preceding the
settlement date to, but not including, the Settlement Date.

In connection with the Exchange Offer, the Company is soliciting
consents to effect certain proposed amendments to the indenture
governing the Notes.  The Exchange Offer and Consent Solicitation
are being made pursuant to a Confidential Offering Memorandum and
Consent Solicitation Statement, dated as of June 26, 2009, and a
related Letter of Transmittal and Consent, dated as of June 26,
2009, which more fully set forth the terms and conditions of the
Exchange Offer and Consent Solicitation.

The Exchange Offer and Consent Solicitation will expire at 12:00
a.m. midnight, New York City time on July 28, 2009 unless extended
or earlier terminated.  The "Settlement Date" for the Exchange
Offer and Consent Solicitation will be promptly after the
Expiration Date, subject to the satisfaction or waiver of all the
conditions precedent to the Exchange Offer and Consent
Solicitation.

MXenergy Holdings will also pay a consent payment to each Holder
equal to $30 in cash per $1,000 aggregate principal amount of
Notes only if the Holder has delivered and not revoked a valid
Consent on or prior to the Early Consent Deadline.  The Early
Consent Deadline for the Consent Solicitation will be 5:00 p.m.,
New York City time, on July 13, 2009, unless extended, after which
tenders of Notes and Consents to the Proposed Amendments may not
be withdrawn.  Tendered Notes may be withdrawn and Consents may be
revoked at any time prior to 5:00 p.m., New York City time, on
July 13, 2009, but not after the Withdrawal Deadline.

As of the date of the Offering Memorandum and Consent Solicitation
Statement, an aggregate of $165,200,000 principal amount of Notes
are considered outstanding under the indenture governing the Notes
for the purpose of determining properly delivered and unrevoked
Consents to the Proposed Amendments from Holders representing at
least a majority in aggregate principal amount of the Notes then
outstanding under the Indenture, other than Holdings-Owned Notes,
which excludes $24,800,000 principal amount of Notes owned by
MXenergy Holdings.

Holders holding $121,075,000 aggregate principal amount of the
outstanding Notes have entered into agreements with MXenergy
Holdings to tender their Notes in the Exchange Offer and consent
to the Proposed Amendments.  The agreements are sufficient to
approve the Proposed Amendments, although the Exchange Offer and
Consent Solicitation are subject to a number of conditions,
including a Minimum Tender Condition.  Holders who validly tender
and do not validly withdraw their Notes in the Exchange Offer and
Consent Solicitation will be deemed to have consented to the
Proposed Amendments.

The Company's obligations under the Exchange Offer and Consent
Solicitation are conditioned upon, among other things, the
satisfaction or waiver of these conditions:

     (i) its receipt of validly tendered Notes representing 90% in
         aggregate principal amount of the outstanding Notes,
         excluding Holdings-Owned Notes, on or prior to the
         Expiration Date,

   (ii) its entrance into facilities to refinance and replace its
         existing revolving credit facility and existing hedge
         facility,

   (iii) its entrance into an amendment to its current credit
         facility with Denham Commodity Partners LP,

    (iv) the conversion of the Company's Series A Convertible
         Preferred Stock into common stock,

     (v) the creation of a new management incentive plan, and

    (vi) the receipt of any required consents from government
         bodies or authorities which are required to consummate
         the Exchange Offer and Consent Solicitation.

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving approximately 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.


NEW CENTURY: Allowed Appeal on Confirmation Reversal
----------------------------------------------------
New Century Financial Corp. can take an appeal to the U.S.
Court of Appeals in Philadelphia before reworking the Chapter 11
plan that U.S. District Judge Sue L. Robinson in Delaware set
aside when she reversed the confirmation order last month, Bill
Rochelle at Bloomberg News reports.  Judge Robinson last week
granted a stay pending the Company's appeal to the Circuit Court.

As reported by the Troubled Company Reporter on June 19, 2009,
Judge Sue Robinson reversed the bankruptcy court's order
confirming New Century Financial Corp. and its affiliates' Chapter
11 plan.

Dow Jones states that a group of ex-New Century managers and
employees had filed an appeal, complaining that New Century was
paying its creditors with retirement money they had taken away
from a special fund.  Dow Jones reports that lawyers for the ex-
employees tried to block confirmation at hearings in 2008, arguing
that New Century couldn't use more than $40 million deducted from
employee paychecks to pay its bills.

New Century argued that that the funds being tapped were special
tax shelters for highly paid executives who knew the risk they
were taking, but former workers insisted that their retirement
funds deserved special handling under the Plan, instead of being
mingled with other assets to be handed out due to broad-ranging
settlements, Dow Jones relates.  New Century said its Chapter 11
plan was the only way to unwind the complex financial affairs of
the Company.

Judge Robinson, according to Dow Jones, found that New Century's
Chapter 11 plan improperly treated New Century as three companies
with three set of creditors instead of as many separate companies,
each with its own set of creditors.  The plan failed to deliver
even-handed treatment to similarly situated creditors of the
defunct lender, the report states, citing Judge Robinson.

Dow Jones says that a federal appeals court in Philadelphia had
warned that a Chapter 11 tactic dubbed "substantive consolidation"
-- the ability to lump assets and liabilities into convenient
piles -- should be used only sparingly as it can result in unfair
treatment to some creditors.  According to the report, New Century
tried to get around the strictures by arguing its three-company
distribution scheme preserved even-handed treatment for creditors.

Judge Robinson said, "The many-into-three framework still presents
the same potential for inequities for creditors as would be
presented into the many-into-one framework.  Namely, that
creditors face increased competition for a consolidated pool of
assets."

Dow Jones notes that reversing the Plan's confirmation won't cause
undue upset, as little money has been dished out under the plan
that took effect in August 2008.  Dow Jones relates that the trust
has paid out $21 million in professional fees.  According to Dow
Jones, no creditors have been paid yet.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-
10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.


NORTEL NETWORKS: Ex-Federal Judge Leads Class Action Suit
---------------------------------------------------------
Kendall Law Group, led by former Federal Judge Joe Kendall,
announced mid-June that a class action has been filed on behalf of
stock purchasers of Nortel Networks Corporation.  According to the
complaint, certain officers of Nortel violated the Securities
Exchange Act of 1934 for their failure to disclose material
adverse facts about Nortel's true financial condition, business
and prospects.

On September 17, 2008, Nortel issued a press release announcing
its "preliminary view on certain third quarter results." The
Company also announced that it was engaging in a "comprehensive
review" of Nortel's business and that "planning" was "underway for
further restructuring and other cost reduction initiatives."  In
response to the Company's announcement, the price of Nortel stock
declined from $5.30 per share to $2.68.

The firm calls entities that purchased Nortel common stock between
May 2, 2008, and September 17, 2008, to be "lead plaintiff" of the
proposed class no later than July 20, 2009.  A lead plaintiff is
a class member who acts on behalf of other class members in
directing the litigation.  Although your ability to share in any
recovery is not affected by the decision whether or not to seek
appointment as a lead plaintiff, lead plaintiffs make important
decisions which could affect the overall recovery for class
members.  Although this case has been filed in the Southern
District of New York, any investor who purchased stock during the
above period may move for lead plaintiff.

Please contact attorney Hamilton Lindley at 877-744-3728 or by
email at hlindley@kendalllawgroup.com.  Although Kendall Law Group
has not yet filed a lawsuit against the defendants, the firm has
tremendous experience in representing investors against companies
that have committed securities fraud.  For more information about
this case, your rights, and Kendall Law Group, please visit:
http://www.kendalllawgroup.com/or call us at 877-744-3728.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Selected by Telecom Liechtenstein for UC Network
-----------------------------------------------------------------
Telecom Liechtenstein AG, a telecommunications service provider
serving more than 5,000 enterprise customers in Liechtenstein,
Austria and Switzerland, is modernising its internal
communications infrastructure with a Unified Communications (UC)
solution provided by the Innovative Communications Alliance
between Microsoft and Nortel.

Nortel is integrating Microsoft's Office Communications Server
(OCS) environment with the company's existing Nortel voice
communication infrastructure to enable unified communications
applications that will simplify and speed up business operations,
improve the way employees communicate and enhance customer
service.  The new system will enable the 130 employees of Telecom
Liechtenstein in Vaduz to determine whether colleagues they wish
to contact are available, and then instantly make phone calls,
start conference calls and send e-mails and instant messages
through a simple mouse 'click' on their desktop.

The new unified communications network will also allow employees
to securely access the Telecom Liechtenstein corporate network via
mobile devices to retrieve information and respond more quickly to
enquiries.  In a second phase of this implementation, Telecom
Liechtenstein plans to offer a hybrid network unified
communications solution to enterprise customers in Liechtenstein,
Austria and Switzerland.

"With the support of our longstanding partner Nortel, we have been
able to simply and inexpensively modernise our internal
communication network within a tight project timeframe of only
eight weeks," said Christoph Beck, NGN project manager, Telecom
Liechtenstein.  "The new OCS environment will enable our
employees to not only communicate more efficiently, but also gain
experience using new UC applications to better help us roll out
UC solutions externally."

"Telecom Liechtenstein will derive considerable future benefits
from the unified communications solutions enabled by our
Innovative Communications Alliance," said Rolf Weidmann, sales
director, Service Providers, Nortel.  "Unified communications
bring speed and simplicity to business processes and improve
operations.  These new capabilities can also provide Telecom
Liechtenstein with new and innovative business opportunities
because many small and medium-sized enterprises could use Telecom
Liechtenstein's hybrid service to leverage the productivity
enhancements that unified communications offers themselves."

Nortel also provided system integration services to support
implementing Microsoft's Office Communications Server environment
with the Telecom Liechtenstein network upgrade.

Enterprise Innovative Communications Alliance solutions from
Nortel and Microsoft span four key areas: Voice, Telephony and
Unified Messaging; Unified Communications Integrated Branch ;
Multimedia Conferencing; and Data Networking.  The ICA is
delivering new solutions that empower customers to realize the
productivity potential of their organization by communications-
enabling their business processes.  The ICA has chalked up more
than 1200 wins with more than 200 Nortel service deployments
globally.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wins Court Nod to Sell French Unit
---------------------------------------------------
Nortel Networks Corporation obtained court approval to sell all
or part of its French research and development unit, Bloomberg
reported.

Nortel requested the sale of the unit, one of its two French
subsidiaries, as part of bankruptcy procedures filed in London in
January 2009.  A court in Versailles set an initial deadline of
August 20, 2009, for a possible sale of the unit.

Michel Clement, general manager for the two French units, said in
a telephone interview with Bloomberg that the company will
continue operations during the sales process.

"There is no doubt in my mind that we should be able to find
interested parties to take over these activities," Bloomberg
quoted Mr. Clement as saying.  He said that the sale could affect
about 480 jobs.

"The French company has been used by the rest of the group and
then left to die," said Reinhard Dammann, Esq., at Clifford
Chance Europe LLP, who represents the workers' committee at
Nortel Networks SA, the French unit being liquidated.

The committee opposed the sale, saying it was not properly
consulted on the plan to sell the unit before the bankruptcy was
filed, Bloomberg reported.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Selected by Ziggo for IP Telephony in Netherlands
------------------------------------------------------------------
Ziggo, the largest cable operator in the Netherlands, has selected
an IP-Powered Business solution from Nortel to help them launch
advanced business voice services for small and medium businesses
(SMBs).

Ziggo has enjoyed considerable success in the consumer
telecommunications market in The Netherlands and now Nortel will
assist them to expand into the SMB market with a pre-tested, end-
to-end solution.  The Nortel IP-Powered Business solution is
specifically designed to help provide SMBs with all the standard
telephony features that a business needs over a secure, reliable,
and cost-effective IP-based system.  IP-Powered Business can also
be used to provide SMBs with advanced VoIP services such as
"click-to-call," find me/follow me' capabilities and audio
conferencing.

"For small and medium sized businesses, communications
enhancements can lead to improvements in productivity, customer
service, and overall efficiency," said Arthur Ligthart, manager,
Voice Management, Ziggo.  "However, many SMBs just don't have the
in-house resources or expertise to manage a complicated telephony
system so we at Ziggo wanted to offer them a simple way to meet
all of their voice communications needs without over-extending
their budgets.  Nortel's IP-Powered Business solution allows us
to do that by providing advanced VoIP services in a package that
is flexible and scalable to meet any customer's needs."

"The industry is seeing more and more SMB's look to carrier-
hosted solutions as their preferred scenario for VoIP services,"
said Samih Elhage, president, Carrier VoIP and Application
Solutions, Nortel.  "With Nortel's IP-Powered Business voice and
multimedia solution, carriers like Ziggo can take advantage of
this trend in SMB spending.  In addition to offering VoIP
capabilities, Nortel's solution can allow service providers to
offer cost-effective multimedia applications and services such as
fixed mobile convergence and unified communications to SMBs.
Nortel's solution also includes a suite of marketing and sales
tools that help carriers effectively reach this unique market."

The Nortel solution for Ziggo makes use of the company's existing
converged IP cable infrastructure.  Using Nortel's Communication
Server 2000 (CS 2000) and SIP technology, Ziggo can deliver
advanced IP Telephony to companies using PBX technology by
offering a carrier-hosted solution, or to companies that do
not use PBX through a business trunking solution.  Integrated with
Patton VoIP gateway, Nortel's solution allows companies to retain
their TDM PBX and migrate to SIP PBX at their own pace. This
simplicity and flexibility allows SMBs to preserve their current
equipment investments and upgrade in the most cost-effective way
possible.

"The CS2000 will be integrated into the existing Ziggo network to
provide efficient call routing and it will also enable Ziggo to
rapidly enter the SIP business trunking market and offer Hosted IP
Telephony services depending on market demand," added Tijs
Hulsbergen, senior account manager, Nortel Carrier Businesses,
Nortel.

Recently published reports from Dell'Oro Group and Infonetics
Research ranked Nortel as the worldwide leader with the largest
revenues in the carrier softswitch market for the first quarter of
2009.  Nortel has shipped more than 110 million Carrier VoIP and
Multimedia ports to over 340 wireline and wireless carriers
globally.  In addition, Nortel provides VoIP solutions to two
thirds of IDC's worldwide listing of top 20 carriers (by revenue).


NORWOOD PROMOTIONAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Norwood Promotional Products Holdings, Inc., et al., filed with
the U.S. Bankruptcy Court for the District of Delaware, their
schedules of assets and liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  Norwood Promotional Holdings            $0    $128,227,225
  Norwood Promotional Inc.       $98,654,525    $175,928,728
  Renaissance Publishing Co.      $6,926,915    $165,612,672
  Norwood Operating Company       $1,765,000    $165,013,661
  The McCleery-Cumming Company            $0    $164,658,983
  Advertising Unimited, LLC               $0    $164,658,983

Copies of Norwood Promotional Products Holdings, Inc. et al.'s
SALs are available at:

  http://bankrupt.com/misc/norwoodpromotionalholdings.SAL.pdf
  http://bankrupt.com/misc/norwoodpromotionalproducts.SAL.pdf
  http://bankrupt.com/misc/renaissancepublishing.SAL.pdf
  http://bankrupt.com/misc/norwoodoperatingcompany.SAL.pdf
  http://bankrupt.com/misc/themccleery-cumming.SAL.pdf
  http://bankrupt.com/misc/advertisingunlimited.SAL.pdf

                      About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


OCEANAIRE TEXAS: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Oceanaire Texas Restaurant Company, L.P.
           dba The Oceanaire Seafood Room
        13340 Dallas Parkway, Suite 1369
        Dallas, TX 75240

Bankruptcy Case No.: 09-34262

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
The Oceanaire Restaurant Company, Inc.             09-34263
The Oceanaire, Inc.                                09-34264
The Oceanaire Investment Company, Inc.             09-34265
The Oceanaire Minneapolis Restaurant Company, LLC  09-34266
The Oceanaire Texas Beverage Company, Inc.         09-34267

Chapter 11 Petition Date: July 5, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Mark Joseph Elmore, Esq.
                  Haynes & Boone, LLP
                  2323 Victory Avenue, Suite 700
                  Dallas, TX 75219-7673
                  Tel: (214)651-5265
                  Fax: (214)200-0905
                  Email: mark.elmore@haynesboone.com

                  Robert Dew Albergotti, Esq.
                  Haynes and Boone, LLP
                  2323 Victory Avenue, Suite 700
                  Dallas, TX 75219-7673
                  Tel: (214)651-5613
                  Fax: (214)200-0350
                  Email: robert.albergotti@haynesboone.com

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

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

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

      http://bankrupt.com/misc/txnb09-34262.pdf

The petition was signed by Glenn C. Massey.


PACIFIC ENERGY: Court Approves Key Employee Incentive Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Pacific Energy Resources Ltd., et al., authorization to implement
a key employee incentive plan for a select list of 25 of its
employees who are expected to have an integral role in maximizing
value for the Debtors' Chapter 11 estates and their creditors.

As reported in the Troubled Company Reporter on May 15, 2009, the
total bonus to be paid under this plan will be between zero (if
none of the minimum performance targets are reached) and
approximately $1.4 million (if all are met).

Bonuses to participating employees are payable only upon the
closing of the sale of the Debtors' Alaska or California assets
that meets or exceeds the target amount set forth under the
various metrics of the incentive plan.  The participating
employee's bonus, if any, becomes unearned (i) at the time of
voluntary separation by the participating employee from employment
with the Debtors or (ii) upon termination of employment for cause.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel; Schully,
Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PACIFIC ENERGY: Plan Filing Period Extended to November 4
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Pacific Energy Resources Ltd., et al.'s exclusive periods
to file a plan and solicit acceptances thereof to November 4,
2009, and January 4, 2010.

This is the first extension of the Debtors' exclusive periods.

In papers filed with the Court, the Debtors said that they will be
devoting substantial time over the next three months to preparing
and filing various bid procedure and sale motions regarding the
sale of their Alaska and California assets, obtaining approval of
the sales and closing any approved sales.

As reported in the Troubled Company Reporter on July 1, 2009, the
Debtors wants offers on the California offshore assets no later
than July 24, with an auction on July 31 and a sale hearing on
August 4.  The Court already approved procedures for sale of the
Alaska assets.  Bids for the Alaska assets are due July 13, with
an auction on July 20 and a sale hearing on July 27.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel; Schully,
Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PILGRIM'S PRIDE: Assumes 58 Real Property Leases
------------------------------------------------
Pilgrim's Pride Corp. and its affiliates are parties to at least
58 unexpired non-residential real property leases and executory
contracts.  The Debtors' deadline to decide whether to reject or
assume those leases and contracts expired on June 29, 2009.

By this motion, the Debtors sought and obtained the Court's
authority to assume all Real Property Leases that the Debtors
have not already assumed, assumed and assigned, or rejected.  A
list of the Assumed Leases is available for free at:

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

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP Dallas,
Texas, pointed out that assuming the contracts and leases benefit
the estate.  Use of commercial spaces like those leased pursuant
to the Assumed Leases is necessary to the continued operation of
the Debtors' businesses, he stated.

The Debtors determined that only immaterial rental savings could
be achieved by rejecting any one of the Assumed Leases, acquiring
new property or obtaining a new lease in its place, particularly
in light of the expenses the Debtors would incur in moving their
equipment and fixtures to a new location, and in light of the
potential claims for damages arising from the rejection of any of
their Assumed Leases.  The Debtors said they have timely paid all
postpetition rental payments when due under the Assumed Leases
and expect to continue to be able to do so.  The Debtors also
said that no further showing of adequate assurance of future
performance is necessary.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Retains Integrity Mgt. as Operational Consultant
-----------------------------------------------------------------
The official committee of unsecured creditors in Pilgrim's Pride
Corp.'s Chapter 11 cases seeks the U.S. Bankruptcy Court for the
Northern District of Texas' authority to retain Integrity
Management Services, Inc., as its operational consultant effective
as of June 3, 2009.

The Creditors' Committee and IMS entered into an engagement
letter, dated June 3, 2009.  According to Jason S. Brookner,
Esq., at Andrews Kurth LLP, in Dallas, Texas, the services of IMS
are necessary and appropriate to enable the Creditors' Committee
to continue to evaluate the industry operational issues that have
and will continue to arise during the pendency of the Debtors'
Chapter 11 cases and to assist the Committee in fulfilling its
fiduciary and statutory duties to the Debtors' unsecured
creditors.  The Committee particularly selected IMS because its
chief executive officer, Lindy "Buddy" Pilgrim, in an expert in
the chicken industry and has knowledge of the Debtors'
businesses.

As Operational Consultant, IMS will:

(a) provide industry expertise regarding the Debtors'
     operational matters and strategic decisions;

(b) assist in analyzing potential impact of sales of various
     fixed assets of the Debtors;

(c) assist in evaluating the operational and long term
     financial aspects of any restructuring proposals and any
     proposed plans of reorganization;

(d) identify and recommend industry experts for specialized
     expert or fact witness testimony and consulting;

(e) attend and participate in hearings, meetings, phone
     conferences, as needed; and

(f) provide other advisory services as may be requested by
     the Committee.

For its services, IMS will be paid $475 per hour and up to $600
monthly clerical support billed at $60 per hour, and be
reimbursed of all reasonable necessary business expenses incurred
by the firm as a direct result of its work conducted under the
Engagement Letter.  IMS' services will be rendered Lindy Pilgrim.

The Creditors' Committee, Mr. Brookner says, also proposes to
discuss in good faith with IMS whether the firm believes that a
Success Fee is appropriate upon the successful reorganization of
the Debtors.  The Committee will recommend a Success Fee for the
Court's approval if both parties agree that a Success Fee is
fitting.

Lindy Pilgrim tells the Court that he is not an immediate family
of the Debtors' senior chairman, Lonnie "Bo" Pilgrim or to any
member of his direct line.  Lindy Pilgrim assures the Court that
he is not a member, owner or beneficiary of any trust, family
partnership or other entity that is owned or controlled by Lonnie
Pilgrim or any of his direct family members or otherwise.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Texas Comptrollers Wants to Effectuate Setoff
--------------------------------------------------------------
The Texas Comptroller of Public Accounts asked the U.S.
Bankruptcy Court for the Northern District of Texas to lift the
stay to allow it to offset the Debtors' prepetition franchise tax
refund claim of $433,863 against the Comptrollers' prepetition
fuels tax claim.

The Comptroller has asserted a $1,163,191 claim against the
Debtors for Texas diesel fuel accounts payable.  The Debtors have
unpaid taxes totaling $1,004,423 and accrued prepetition interest
of $158,768.

Based on the agreement of the parties, the Bankruptcy Court
issued an order leaving the stay in place with respect to the
offset rights asserted by the Comptroller pending further order
from the Court.  Judge Lynn preserved the Comptrollers' offset
rights, if any, to the same extent as of the filing date of the
Comptrollers' Stay Motion.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


POMARE LTD: Files Amended Plan; Court to Hear Plan Outline July 15
------------------------------------------------------------------
Pomare Ltd. dba Hilo Hattie filed with the U.S. Bankruptcy Court
for the District of Hawaii on June 26, 2009, a first amended
disclosure statement in support of its first amended chapter 11
plan of reorganization.  The Court set a hearing for July 15,
2009, at 10:30 a.m. to affirm the adequacy of the information in
the disclosure statement.

Pursuant to the Plan, holders of general unsecured claims will
receive 5% of their allowed claims without interest in 5 equal
annual installments, beginning on the first anniversary date of
the Plan's Effective Date, and ending on the fifth anniversary
date of the Effective Date.

Equity Interests will not receive any distribution under the plan
and will be deemed canceled and extinguished as of the Effective
Date.

The secured claim of North Tustin Partners, Inc. (now held by
Donald B.S. Kang) in the original principal amount of $1 million
will receive the New Common Stock of the Reorganized Debtor.

Allowed administrative expenses will be satisfied in full on the
Plan's Effective Date from a $1 million loan from Donald B.S.
Kang, the owner of Royal Hawaiian Creations and the new owner of
the Debtor.  The Debtor will also receive an additional
$2 million in working capital on the effective date of the Plan as
a capital contribution from Mr. Kang.

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

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

   Classification and Treatment of Claims and Equity interests

Class  Description                  Treatment
-----  -------------------------    -----------------------------
  1     Other Priority Claims        Unimpaired. Deemed to Accept
  2     Employee Priority Claims     Unimpaired. Deemed to Accept
  3     Secured Claim of NTP         Impaired. Entitled to Vote
  4     Secured Claims of CPB        Unimpaired. Deemed to Accept
  5     Secured Claims of Purchase
          Money Secured Creditors    Unimpaired. Deemed to Accept
  6     Maui Divers Secured Claim    Unimpaired. Deemed to Accept
  7     Additional Other Secured
          Claims                     Unimpaired. Deemed to Accept
  8     Convenience Claims           Impaired. Entitled to Vote
  9     General Unsecured Claims     Impaired. Entitled to Vote
10     Subordinated Allowed
          Claims                     Impaired. Deemed to Reject
11     Equity Interests             Impaired. Deemed to Reject

                             Cramdown

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

                        About Pomare Ltd.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PRIMUS TELECOM: Consummates Confirmed Reorganization Plan
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Primus
Telecommunications Group Inc., has implemented its Chapter 11
reorganization plan.  Primus' Chapter 11 plan was confirmed by the
U.S. Bankruptcy Court for the District of Delaware on June 12,
only 88 days after the Plan and related petitions were filed.

The Plan reduces debts by $316 million, or roughly 50%, interest
payments will be reduced by roughly 50% and certain debt
maturities will be extended.  An overwhelming amount and
percentage of holders of claims and interests voted in favor of
the Plan.

As planned, none of PRIMUS' operating companies in the United
States, Australia, Canada, India, Europe and Brazil were included
in the bankruptcy filing.  The operating units continued to manage
and to operate their businesses normally during the brief
financial reorganization of the Holding Companies.

The significant elements of the consensual Plan include:

     -- Reinstatement and amendment of the $96 million in
        outstanding variable rate Term Loan debt due 2011;

     -- Modification of $173 million of outstanding 14-1/4% Senior
        Secured Notes due 2011 into $123 million of 14-1/4% Senior
        Subordinated Secured Notes of Primus Telecommunications
        IHC, Inc., including an extension of the maturity to 2013,
        and distribution to the former holders of 14-1/4% Senior
        Secured Notes due 2011 a pro rata share of common stock
        representing 48% of the equity of the reorganized company
        as of the effective date of the Plan, prior to exercise of
        warrants and options and any distributions on account of
        contingent value rights;

     -- Cancellation of $209 million outstanding principal amount
        of the 8% Senior Notes due 2014 and 5% Exchangeable Notes
        due 2010, and distribution to the former holders thereof
        of a pro rata share of:

        (1) common stock representing 48% of the equity of the
            reorganized company as of the effective date of the
            Plan, prior to exercise of warrants and options and
            any distributions on account of CVRs and

        (2) warrants exercisable for additional equity in the
            reorganized company at varying exercise prices based
            on predetermined equity values;

     -- Cancellation of the 12-3/4% Senior Notes due 2009, 3-3/4%
        Convertible Senior Notes due 2010 and 8% Step Up
        Convertible Subordinated Debentures due 2009, and
        distribution to the former holders thereof of a pro rata
        share of warrants exercisable for equity in the
        reorganized company at an exercise price based on a
        predetermined equity value;

     -- Cancellation of the existing common stock and other equity
        Interests of Primus Telecommunications Group, Incorporated
        and distribution to the former holders  of common stock a
        pro rata share of CVRs representing the right to receive
        up to 15% of the fully-diluted equity of the reorganized
        company after the equity value reaches a certain
        threshold.

In addition, the Plan provides that managers and employees of the
reorganized company may be granted up to 10% of the equity of the
reorganized company, prior to the dilution for exercise of
warrants and any distribution on account of CVRs.  Awards under
the management compensation plan may include, but are not limited
to, stock options and restricted stock units that vest upon
achievement of certain performance benchmarks.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.


PROVIDENT ROYALTIES: Can Use Sinclair Cash Collateral on Interim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Provident Royalties LLC and its debtor-affiliates to
use, on an interim basis, cash collateral from their prepetition
lender, Sinclair Oil & Gas Company and Sinclair Finance Company.

The Debtors told the Court that they have an urgent need to use
cash collateral to continue operation of their business.
Otherwise, they will not be able to make cash expenditures for
necessary costs incurred during their reorganization including
well costs, employee salaries and professional fees incurred, the
Debtor said.

Sinclair entities will be granted valid and automatically
perfected first priority replacement liens and security interest
in all of the Debtors' assets as adequate protection.

The Debtors said that they defaulted under the loan agreement
dated October 12, 2007, with the Sinclair entities.  As of their
bankruptcy filing, the Debtors have (i) at least $150,000,000 in
unpaid principal; and (ii) $4,261,870 in accrued but unpaid
interest, among other things.

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.
Patton Boggs LLP represents the Debtors as their bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the claims and
noticing agent.  The Company estimated assets and debts of
$100 million to $500 million.


QSGI INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: QSGI, Inc.
        400 Royal Palm Way
        Palm Beach, FL 33480

Bankruptcy Case No.: 09-23658

Debtor-affiliates filing Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
QSGI-CCSI, Inc.                                    09-23659
Qualtech Services Group, Inc.                      09-23660

Type of Business:

Chapter 11 Petition Date: July 2, 2009

Court: Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  bshraiberg@sfl-pa.com
                  Shraiberg, Ferrara, Landau P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
IBM Credit Corp.                                 $647,499
North Castle Drive
Armonk, NY 10504

Microsoft Licensing, GP                          $384,400
6100 Neil Road
Reno, NV 89511-1132

John R. Riconda                                  $354,736
200 Knickerbocker Avenue
Bohemia, NY 11716-3158

Amex                                             $283,240

American Express                                 $252,378

Dell Marketing LP                                $246,540

McDonald Hopkins Co. LLC                         $149,512

Chicago Mercantile Exchange                      $141,000

Relay Health                                     $130,000

Intuit Inc.                                      $120,200

HCL (MASS) Inc.                                  $111,520

The Hobart West Group                            $100,678

Morison Cogen LLP                                $82,320

Cambridge Corp. Services                         $77,600

Delaware Valley Packaging                        $72,434

International Technical Support                  $67,023

Pike Capital Partners (QP) LP                    $60,655

Nimsoft Inc.                                     $58,108

Softential Inc.                                  $58,512

Refrigeration Services                           $53,456

The petition was signed by Marc Sherman, chief executive officer.


RH DONNELLEY: Wins Final Approval to Use Cash Collateral
--------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware gave R.H. Donnelley, Inc., and its debtor affiliates
authority, on a final basis, to use the Cash Collateral securing
their more than $3.6 billion prepetition indebtedness.

The Debtors are borrowers under separate prepetition senior
secured credit facilities:

Borrower                       Admin. Agent      Loan Amount
--------                       ------------      -----------
R.H. Donnelley Corporation     Deutsche Bank     $1.4 billion
and R.D. Donnelley, Inc.       Trust Company
                                Americas

Dex Media East LLC             JPMorgan Chase     1.1 billion
                                Bank, N.A.

Dex Media West LLC             JPMorgan Chase     1.1 billion
                                Bank, N.A.

The Cash Collateral will be used pursuant to separate 13-week
budgets for each Operating Debtor through and including January
31, 2010.  Copies of the 13-Week Budgets are available for free
at:

* R.H. Donnelley Budget at http://bankrupt.com/misc/RHDI13Wk.pdf
* DME Budget at http://bankrupt.com/misc/DexMediaW13Wk.pdf
* DMW Budget at http://bankrupt.com/misc/DexMediaE13Wk.pdf

The Debtors are only allowed to use the Cash Collateral for
(i) working capital, general corporate purposes and
administrative costs and expenses of the Operating Debtors in the
ordinary course of business and subject to the 13-Week Budgets,
and (ii) adequate protection payments to the Administrative Agent
and the Lenders.

No later than 20 days prior to the expiration of the 13-Week
Budgets, the Operating Debtors will submit for the Administrative
Agent's review and approval a supplemental budget for the 13-week
period commencing on the first Monday following the expiration of
the current 13-Week Budgets.

The Judge's Final Order does not permit the Debtors to use, sell,
lease or otherwise dispose of any Prepetition Collateral outside
the ordinary course of business or the Debtors' use of the Cash
Collateral resulting therefrom without further order of the
Court.

Full-text copies of the Final Cash Collateral Orders are
available for free at:

  * R.H. Donnelley Order at http://bankrupt.com/misc/RHDI.pdf
  * DME Order at http://bankrupt.com/misc/DME.pdf
  * DMW Order at http://bankrupt.com/misc/DMW.pdf

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Committee Establishes Info Access Protocol
--------------------------------------------------------
The official committee of unsecured creditors in R.H. Donnelley
Corp.'s Chapter 11 cases asks the U.S. Bankruptcy Court for the
District of Delaware's authority to enter an order clarifying that
Section 1102(b)(3)(A) of the Bankruptcy Code does not authorize
the Committee to provide access to confidential information.

In addition, the Committee seeks the Court's authority to retain
The Garden City Group, Inc., to create and maintain the
Committee's Web site, which is linked to the Debtors' bankruptcy
information Web site.

Mark E. Felger, Esq., at Cozen O' Connor, in Wilmington,
Delaware, relates that a debtor typically will share certain
confidential information with a creditors' committee, subject to
a confidentiality agreement, which enables the creditors'
committee to assess, among other things, the debtor's capital
structure, opportunities for restructuring of the debtor's
business in Chapter 11, the results of any revised operations of
the debtor in the bankruptcy case, and the debtor's overall
prospects for reorganization under a Chapter 11 plan.

Mr. Felger contends that without clarification from the Court,
the Committee's efforts to participate fully in the Chapter 11
Cases could be impeded because the Debtors might be reluctant to
share confidential information with the Committee if there is a
risk the information may be shared with the public.  He says that
the Debtors' reluctance would undermine the Committee's ability
to maximize creditor recoveries.

"Similarly, the Committee would be reluctant to pursue an
investigation of potential litigation on behalf of the Debtors'
estates and to develop its own analyses if Privileged Information
could be disseminated to other parties," Mr. Felger relates.

To balance the need to maintain the confidentiality of the
Confidential Information with creditors' need for information,
the Committee proposes a protocol for the dissemination of
information to any entity.

The Proposed Protocol generally provides that the Committee will
not produce confidential information without a Court order.  A
full-text copy of the provisions of the Proposed Protocol is
available for free at http://bankrupt.com/misc/InfoProtocol.pdf

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Committee Proposes to Retain Ropes & Gray As Counsel
------------------------------------------------------------------
The official committee of unsecured creditors in R.H. Donnelley
Corp.'s Chapter 11 cases seeks the U.S. Bankruptcy Court for the
District of Delaware's authority to retain Ropes & Gray LLP as
counsel nunc pro tunc to June 10, 2009.

The Committee submits that it is necessary for it to retain Ropes
& Gray to:

  (a) advise the Committee with respect to its rights, duties
      and powers in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Chapter
      11 cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and capital structure and in
      negotiating with holders of claims and equity interests;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third parties concerning matters
      related to, among other things, the assumption or
      rejection of certain leases of nonresidential real
      property and executory contracts, asset dispositions,
      financing, or other transactions, and the terms of one or
      more plans of reorganization for the Debtors and
      accompanying disclosure statements and related plan
      documents;

  (f) assist and advise the Committee with its communications to
      the general creditor body regarding significant matters in
      the Chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings before the Court and other courts;

  (h) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Committee as to their propriety and, to the extent
      deemed appropriate by the Committee, support, join, or
      object thereto;

  (i) advise and assist the Committee with respect to any
      legislative, regulatory or governmental activities;

  (j) assist the Committee in its review and analysis of the
      Debtors' various commercial agreements;

  (k) prepare, on behalf of the Committee, any pleadings,
      including, without limitation, motions, memoranda,
      complaints, adversary complaints, objections or comments
      in connection with any of the foregoing and/or as may be
      necessary in furtherance of the Committee's interests and
      objectives;

  (1) investigate and analyze any claims against the Debtors'
      non-debtor affiliates;

  (m) investigate and analyze any claims against the Debtors'
      lenders;

  (n) advise the Committee with respect to any sales of the
      Debtors' assets;

  (0) advise the Committee with respect to the various plan and
      restructuring support agreements to which the Debtors are
      parties; and

  (p) perform other legal services as may be required or
      are otherwise deemed to be in the interests of the
      Committee in accordance with the Committee's powers and
      duties as set forth in the Bankruptcy Code, Bankruptcy
      Rules, or other applicable law.

Ropes & Gray has represented creditors, unofficial committees of
creditors, official creditors' committees and members of
unsecured creditors' committees in numerous Chapter 11 cases, and
Ropes & Gray has a broad based practice, including expertise in
areas of bankruptcy and restructuring, corporate and commercial
law, tax, intellectual property, litigation, and labor and
employment, as well as other areas that may be significant in
these Chapter 11 cases.

The Creditors' Committee asks that all fees and related costs and
expenses incurred by the Committee on account of services
rendered by Ropes & Gray in these cases be paid as administrative
expenses of the Debtors' estates pursuant to Sections 328,
330(a), 331, 503(b) and 507(a) of the Bankruptcy Code.

Ropes & Gray will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date the services are rendered.

The current hourly rates charged by Ropes & Gray for
professionals and paraprofessionals employed in its offices are:

    Position                                       Billing Rate
    --------                                       ------------
    Partners                                       $635 to $945
    Special Counsel and Counsel                     505 to 950
    Associates                                      240 to 645
    Paraprofessionals                               115 to 280

The names, positions and current hourly rates of the Ropes & Gray
attorneys currently expected to have primary responsibility for
providing services to the Committee are:

    Professional               Position            Billing Rate
    ------------               --------            ------------
    David S. Elkind            Partner                 $815
    Mark R. Somerstein         Partner                  780
    Anne H. Pak                Associate                605
    Benjamin L. Schneider      Associate                565
    Dana Myers                 Associate                340
    James Chang                Associate                340
    Raphael Rabin-Haft         Associate                340

Mark R. Somerstein, Esq., a member of Ropes & Gray, discloses
that:

  * Ropes & Gray previously represented Reuben H. Donnelley
    Corporation in patent and litigation matters between 1993
    and 2003 and U.S. West Dex, Inc. was a member of a joint
    defense committee represented by Ropes & Gray in a patent
    infringement case between 1999 and 2003 prior to its
    acquisition by R.H. Donnelley Corporation.  Both of the
    engagements terminated approximately six years prior to
    Ropes & Gray's retention by the Committee;

  * over three years ago, Ropes & Gray provided advice and
    analysis to two of its clients, Putnam Investment Management
    and Loomis Sayles & Company, with respect to certain of the
    Debtors' credit agreements.  Those engagements terminated
    nearly two years prior to Ropes & Gray's retention by the
    Committee and did not involve any substantive aspect of any
    of the Debtors' credit facilities.  Moreover, no Ropes &
    Gray attorney who assisted in those representations will
    represent the Committee in the Chapter 11 cases; and

  * an attorney with an offer to join Ropes & Gray as an
    associate in 2010 currently serves as a judicial law clerk
    to Judge Christopher S. Sontchi of the United States
    Bankruptcy Court for the District of Delaware.

Despite the matters, Mr. Somerstein assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


ROBETEX INC: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robetex, Inc.
        PO Box 1225
        Lumberton, NC 28359

Bankruptcy Case No.: 09-05574

Chapter 11 Petition Date: July 5, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Ocie F. Murray Jr., Esq.
                  Murray Craven & Inman LLP
                  PO Drawer 53007
                  Fayetteville, NC 28305-3007
                  Tel: (910) 483-4990
                  Fax: (910) 483-6822
                  Email: arhanover@mcilaw.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
17 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nceb09-05574.pdf

The petition was signed by Kerry Talbot, president of the Company.


ST GERMAIN: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: St. Germain Group, LLC
                80 Baldwin Brook Road
                Canterbury, CT 06331

Case Number: 09-21867

Involuntary Petition Date: July 3, 2009

Court: District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Petitioners' Counsel: Brian C. Courtney, Esq.
                      bcourtney@rms-law.com
                      Rome, McGuigan PC
                      One State Street, 13th Floor
                      Hartford, CT 06103
                      Tel: (860) 549-1000
                      Fax: (860) 724-3921

                      Gary D. Lavigne, Esq.
                      bankruptcy@lavigne-mark.com
                      Lavigne & Mark, LLC
                      945 Main Street, Suite 208
                      Manchester, CT 06040
                      Tel: (860) 643-2501
                      Fax: (860) 645-0816

                      Timothy D. Miltenberger, Esq.
                      tmiltenberger@coanlewendon.com
                      Coan Lewendon Gulliver & Miltenberger
                      495 Orange Street
                      New Haven, CT 06511
                      Tel: (203) 624-4756
                      Fax: (203) 243-4488

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Kingstown Post Enterprises     unsecured            $11,729
Inc.
c/o DSM Realty, Inc.
150 Chestnut Street
Providence, RI 02903

Lavigne & Mark, LLC            unsecured            $103,000
945 Main Street, Suite 208
Manchester, CT 06040
860 - 643-2501

Coan, Lewendon, Gulliver &     unsecured            $263,326
Miltenberger, LLC
495 Orange Street
New Haven, CT 06511


STANFORD GROUP: Antigua Liquidators Win Fight Over Assets
---------------------------------------------------------
On July 3, 2009, a trial court in the United Kingdom issued a
decision that recognized the Antiguan Liquidators as "foreign
representatives" in the U.K. for Stanford International Bank
Limited, and recognized the Antiguan liquidation proceeding for
SIBL as the "foreign main proceeding" for SIBL, at least so far as
UK law goes.  In the same decision, the court also recognized, as
a matter of U.K. law, the Receiver as the receiver for the other
defendants in the U.S. receivership.  If the decision is not
reversed on appeal, and ignoring any asset freezes, the decision
would give the Antiguan Liquidators powers over assets of SIB that
are located in the United Kingdom.

However, all assets of SIBL located in the United Kingdom have
been frozen under two separate orders issued by U.K. courts.  As a
result, the cash of SIB in the United Kingdom is required to
remain in place unless and until a UK court lifts or modifies the
freeze, or the requesting party agrees to a lifting or
modification of the freeze. One of these was issued at the request
of the SEC, and the other at the request of the U.K. Serious Fraud
Office (which in turn acted at the request of the U.S. Department
of Justice).  The order issued at the request of the UK Serious
Fraud Office was issued in April 2009, but was not publicly
disclosed until after the criminal indictments of Robert Allen
Stanford and others were returned in June 2009.

To the extent the U.K. decision recognizes the Antiguan
Liquidators and the Antiguan liquidation proceeding as superior to
the Receiver and the U.S. receivership, the Receiver believes it
is wrongly decided and should be reversed. The Receiver will
appeal the decision so it can be reviewed by a higher court.

                 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 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.


STANFORD GROUP: Owner's Passport Found; Lawyer to Re-appeal Bail
----------------------------------------------------------------
Stanford International Bank Limited owner Robert Allen Stanford's
expired Antiguan passport was found among possessions seized by
Stanford Financial Group receiver, Ralph Janvey, three days after
prosecutors told U.S. District Judge David Hittner they didn't
know where it was, Andrew M. Harris and Laurel Brubaker Calkins of
Bloomberg News report.

According to the report, prosecutors argued that finding the
missing passport doesn't justify letting Stanford out of jail on
bail.  "Before July 1, Mr. Stanford's counsel had not asked the
receiver or his counsel about an expired Antiguan passport and
they had no reason to think an expired Antiguan passport was of
significance," Mr. Janvey's spokeswoman, Nancy Sims, said in an e-
mailed statement obtained by the news agency.  An attorney for Mr.
Janvey told a Stanford lawyer on July 1 that the receiver's
investigators had found the passport at Stanford's St Croix
premises, Ms. Sims added.

"I discovered [July 3] that the receiver/government has had the
passport all along," Dick DeGuerin, Mr. Stanford's criminal-
defense attorney, said in an e-mail obtained by the news agency.
"It's pretty clear the prosecutors were less than forthcoming
about it at the crucial time, during the hearings, especially when
they made such an important point of 'the missing passport.'"

Bloomberg notes Mr. DeGuerin said he plans to ask Judge Hittner to
reopen the hearing on whether Mr. Stanford deserved bail based "on
this and several other misrepresentations" made by prosecutors.

As reported in the Troubled Company Reporter-Latin America on
July 3, 2009, the Associated Press said Mr. Stanford will remain
in jail while he awaits trial after Judge Hittner revoked a
magistrate judge's decision that allowed him bail.  A TCR-LA
report on June 30, 2009, citing Bloomberg News, related that
prosecutors urged Judge Hittner to revoke the US$500,000 bail
given by U.S. Magistrate Judge Frances Stacy to Mr. Stanford.
Prosecutors told Judge Hittner that Mr. Stanford is "an extreme
flight risk" and might flee to avoid trial on charges against him.
According to the report, prosecutors argued that Mr. Stanford's
dual citizenship and lifestyle of "hop-scotching the globe," would
make it easy for him to become a fugitive.

Agence France-Presse News said Mr. Stanford pleaded not guilty to
21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Bloomberg related Mr. Stanford's lawyer,
Dick DeGuerin, said his client should be released on bond because
he has no intention of fleeing before a trial.  According to
Bloomberg, Mr. DeGuerin said Mr. Stanford voluntarily surrendered
his passport two days after the U.S. Securities and Exchange
Commission sued him of fraud.

Assistant Attorney General Lanny Breuer, as cited by AFP,
said in a 57-page indictment that Mr. Stanford could face up to
250 years in prison if convicted on all charges.  RadioJamaica
related that Mr. Stanford surrendered to U.S. authorities after a
warrant was issued for his arrest on criminal charges.  MailOnline
News said Mr. Stanford was arrested in Fredricksburg, Virginia.

                 About Stanford 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 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.


STEVEN MALFO: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Steven Malfo
               Michele Malfo
               5575 Stillwell Road
               Santa Maria, CA 93455

Bankruptcy Case No.: 09-12645

Chapter 11 Petition Date: July 3, 2009

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

Judge: Robin Riblet

Debtors' Counsel: Vaughn C. Taus, Esq.
                  1042 Pacific St., Suite D
                  San Luis Obispo, CA 93401
                  Email: tauslawyer@gmail.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 3 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-12645.pdf

The petition was signed by the Joint Debtors.


TEUFEL NURSERY: Can Use $1.5MM Textron Cash Collateral on Interim
-----------------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon authorized Teufel Nursery Inc. to use, on
an interim basis, $1,505,650 of cash collateral until July 19,
2009, in accordance with the budget.

Textron Financial Corporation, fka Systran Financial Services
Corporation, asserts a $5,483,024 security interest/liens upon the
cash collateral as of the Debtor's bankruptcy filing.

Proceeds of the cash collateral will be used to pay the Debtor's
operating expenses, including wages of its employees.  The Debtor
said that it wants to use as much as $7,477,010 of cash
collateral.

Judge Brown ruled that the Debtor's authority to use Cash
Collateral is limited to the cumulative amounts and uses of cash
collateral as set forth in the budget; provided, however, that
apart from payroll and payroll taxes, the amounts set forth in the
budget will be sufficient to make the payments set forth in the
budget as well as any expenses incurred and not paid during the
Cash Collateral Period, together with a 10% variance.

As adequate protection, Textron Financial is granted a replacement
lien upon all postpetition assets of the Debtor which are of the
identical description to its prepetition collateral.  If Textron
Financial determines that it is not adequately protected, it can
seek to terminate cash collateral usage.

A final hearing is set for July 17, 2009, at 10:00 a.m., to
consider final approval of the Debtor's request.

A full-text copy of the Debtor's budget is available for free at
http://ResearchArchives.com/t/s?3eb0

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.


THUNDERBIRD HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Thunderbird Holdings, LLC
        2963 West Elliot Road, Suite 3
        Handler, AZ 85224

Bankruptcy Case No.: 09-15391

Chapter 11 Petition Date: July 3, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Ian Kimball Douglas, Esq.
                  Goff, Douglas And Eber, PC
                  21 E 6th, St #508
                  Tempe, AZ 85281
                  Tel: (602) 218-8458
                  Fax: (602) 916-0092
                  Email: ian@kgofflaw.com

                  Kevin W. Goff, Esq.
                  Goff, Douglas And Eber, PC
                  21 E 6th, St #508
                  Tempe, AZ 85281
                  Tel: (602) 476-1498
                  Fax: (602) 916-0092
                  Email: kevin@kgofflaw.com

Total Assets: $1,077,893

Total Debts: $1,266,621

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

          http://bankrupt.com/misc/azb09-15391.pdf

The petition was signed by Andrew Netupsky, manager of the
Company.


TOUSA INC: Disclosure Statement Hearing Adjourned Sine Die
----------------------------------------------------------
The U.S. Bankruptcy Code for the Southern District of Florida is
yet to schedule another hearing date to consider the adequacy of
the Disclosure Statement accompanying the First Amended Joint
Chapter 11 Plan of TOUSA Inc. and its debtor affiliates.

The Disclosure Statement hearing was previously scheduled for
May 14, 2009.

The Disclosure Statement hearing has been adjourned three times
since the Debtors first filed their original Joint Plan of
Reorganization in October 2008.

Since October 2008, the Debtors' Plan and Disclosure Statement
have been supplemented several times with more disclosures.  In
late March 2009, the Debtors have decided to revise their
operational plan to focus on finishing up ongoing projects, sell
remaining inventory, and cash in on land assets.  The latest
revision of the Debtors' Chapter 11 Plan and Disclosure Statement
was presented to the Court on April 17, 2009, which embodies the
Debtors' revised operational plan.

                       April 17 Amended Plan

The April 17 Amended Plan contemplates the orderly monetization of
TOUSA's assets in 24 to 36 months.

TOUSA filed its original Joint Plan of Reorganization on Oct. 14,
2008, which called for the conversion of more than $300 million of
second lien debt into equity.  The Plan was amended on Oct. 24,
2008, to disclose more information on company valuation, financial
projections, liquidation analysis and terms of new notes to be
issued under the Plan.  The Plan was further amended on Nov. 12,
2008, to include more disclosures on the March 2006 First Lien
Revolver Agreement, directors and officers indemnification
obligations, intercompany claims, amendment on certain class claim
designation and treatment, book value clarifications, and
litigation trust interests, among others.

Since then, the Company has decided to concentrate more on
finishing up ongoing projects, selling remaining inventory and
cashing in on land assets.  The TOUSA revised business plan
contemplates the suspension of the Company's efforts to generate
new build-to-order sales and instead, provides for the diversion
of primary focus on completing and closing homes currently under
construction.  In addition, TOUSA aims to sell its remaining
inventory of "spec" homes, monetize land assets over time, and
negotiate the sale of the financial services businesses operated
by its non-Debtor indirect subsidiaries.  The asset sale proceeds
will be placed into escrow for distribution in accordance with the
Plan, upon resolution of the action commenced by the Official
Committee of Unsecured Creditors against certain of TOUSA's
prepetition lenders.

The Amended Plan also provides for these terms:

   * post-effective date status of TOUSA and its affiliates,
   * appointment of a Plan Administrator,
   * vesting of assets,
   * closing of TOUSA's Chapter 11 cases;
   * method of distribution under the Amended Plan;
   * monetization of assets;
   * creation of a Fee Funding Reserve; and
   * modification of certain claims treatment.

TOUSA also amended the aggregate claim amount of these classes of
claim designations under the Amended Plan:

   Claim       Claim                             Amended
   Class       Designation                  Aggregate Amount
   -----       -----------                  ----------------
     NA        Administrative Claims             $4,900,000
     NA        Priority Claims                    4,900,000
     NA        US Trustee Fees                      300,000
     1A        First Lien Revolver Claims       214,091,452
     1B        First Lien Term Loan Claims      135,977,236
      2        Second Lien Claims               367,415,973
      3        Other Secured Claims              42,285,506
      4        Other Priority Claims              1,890,599

Full recovery is projected for Administrative Claims, Priority
Claims, US Trustee Fees, Class 3 Other Secured Claims and Class 4
Other Priority Claims.

In general, Class 1A First Lien Revolver Claims, Class 1B First
Lien Term Loan Claims, and Class 2 Second Lien Claims will
receive Net Proceeds derived from sale of all encumbered TOUSA
assets available for distribution, up to full payment of the
amount of allowed First Lien Revolver Claims.  Moreover, Class
1A, Class 1B and Class 2 will be entitled to separate reserve
accounts for reimbursement of reasonable actual out-of-pocket
expenses for the defense of the Committee Action.

The projected recovery for the First Lien Revolver Claims, First
Lien Term Loan Claims, and Second Lien Claims will be dependent
on the outcome of the Committee Action and the value of the
encumbered Net Proceeds available for distribution by the Plan
Administrator.

Projected recovery for Class 5A Senior Note Claims, Class 5B
General Unsecured Claims, and Class 5C Subordinated Note Claims
will also be dependent on the outcome of the Committee Action.

Classes 5A, 5B, 5C and 5D Claims will be paid their pro rata
share of a series of Litigation Trust Interests for the
applicable Debtor.  Any distributions will be subject to the
subordination provisions of the Subordinated Notes Indenture and
the PIK Notes Indenture.  Class 5C and 5D Claims will be allowed
against the Debtors, except Beacon Hill at Mountain's Edge, LLC.

TOUSA also appended exhibits to its Disclosure Statement
pertaining to intercompany loans and claims summary, copies of
which are available for free at:

    http://bankrupt.com/misc/Tousa_IntercompanyLoans.pdf
    http://bankrupt.com/misc/Tousa_ClaimsSummary.pdf

A full-text copy of TOUSA's First Amended Joint Plan dated
April 17, 2009, is available for free at:

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

A full-text copy of the TOUSA Disclosure Statement dated April
17, 2009, is available for free at:

    http://bankrupt.com/misc/Tousa_Apr17DiscStat.pdf

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Creditors Committee Sues Directors & Officers
--------------------------------------------------------
The official committee of unsecured creditors appointed in Tousa
Inc.'s Chapter 11 cases has commenced an adversary complaint in
the U.S. Bankruptcy Court for the Southern District of Florida
against these directors and officers of TOUSA Inc. and its debtor
affiliates for breach of their fiduciary duties:

  * Konstantinos Stengos
  * Antonio Mon
  * Tommy McAden
  * Andreas Stengos
  * George Stengos
  * Larry Horner
  * William Hasler
  * Michael Poulus
  * Mariana Stengou
  * Susan Parks
  * J. Bryan Whitworth
  * Paul Berkowitz
  * Candace Corra
  * Russell Devendorf
  * Brian Konderik
  * Tom McAndrew
  * Dave Schoenborn
  * Gordon Stewart
  * Stephen Wagman

The Creditors Committee specifically sought and obtained a Court
order clarifying that it has standing to prosecute and settle
certain causes of action against certain members of the board of
directors of the direct and indirect wholly owned subsidiaries of
TOUSA, Inc., and Technical Olympic, S.A., for breaches on behalf
of the Debtors' estates.

The Creditors Committee asserted that the TOUSA Directors served
as directors and officers of the Debtor-Subsidiaries during a
July 31, 2007 transaction, whereby the Directors caused the
Debtor-Subsidiaries to incur more than $500 million in new
secured debt obligations.

Under the Complaint, the Creditors Committee also alleged that
Technical Olympic, S.A., a construction company that owned 67% of
TOUSA's stock and was the controlling shareholder of TOUSA, aided
and abetted the TOUSA Directors and Officers in their breach of
fiduciary duties to the Debtor-Subsidiaries.

Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida, relates that on
June 6, 2005, Debtor TOUSA Homes LP and its joint venture
partner, Falcone/Ritchie LLC, formed TE/TOUSA LLC or the
"Transeastern JV" to acquire substantially all of the
homebuilding assets of Transeastern Properties, Inc.  To fund the
acquisition, TOUSA Homes and Falcone/Ritchie LLC created a series
of special purpose subsidiaries, which entered into three credit
agreements with a consortium of lenders to borrow up to
$675 million.  TOUSA Inc. and TOUSA Homes both executed three
unsecured completion guaranties and three unsecured carve-out
guaranties with respect to the Transeastern Credit Agreements,
making them obligors of the $675 million Transeastern Debt.  At
the time of the Transeastern Acquisition, TOUSA Inc. and its
debtor subsidiaries were already liable on $1.1 billion in Bonds,
among others.  In 2005, the book value of the Transeastern JV's
assets was $862 million but by November 30, 2006, the assets
declined to $475 million, against $811 million in debt and other
liabilities of the Joint Venture.

In early November 2006, TOUSA Inc. and TOUSA Homes received
demand letters from DB Trust requiring payment under the TOUSA/TE
Guaranties from alleged potential defaults and events of defaults
that had occurred under the Transeastern Credit Agreements.
Subsequently, on November 29, 2006, and March 26, 2007, the
Transeastern Lenders filed lawsuits against the TOUSA/TE
Borrowers, TOUSA Inc. and TOUSA Homes asserting alleged claims
under the TOUSA/TE Guaranties and Transeastern Credit Agreements.
As none of the other debtor subsidiaries became obligors or
guarantors under the Transeastern Credit Agreements, they were
not party to the Prepetition Transeastern Litigation.  To resolve
the litigation, the TOUSA Directors agreed to:

-- pay $421,522,193 to The CIT Group/Business Credit for the
    benefit of the Transeastern Lenders on July 31, 2007; and

-- provide a mixture of notes, stocks and warrants to the
    Transeastern Mezz lenders.

To fund the settlement payments to the Transeastern Senior
Lenders, TOUSA Inc. and TOUSA Homes borrowed $500 million in term
loans or "New Debt" from a consortium of lenders led by Citicorp
North America, Inc., as administrative agent.  The Transeastern
Settlement and New Debt transaction closed on July 31, 2007.

The Committee argued that by entering into the New Debt
Transaction, the Directors wrongfully cause the Debtor-
Subsidiaries to become both co-borrowers and guarantors under the
New Debt Transaction.

Ms. Redmond contends that none of the Directors met to deliberate
whether to approve the New Debt transaction or even evaluated
whether they had different duties, different stakeholders, or
different considerations in approving the Transaction and
saddling the Debtor-Subsidiaries with the New Debt.  Instead,
each Director signed a "Unanimous Written Consent in Lieu of a
Meeting of the Board" on July 31, 2007, which authorized each
Debtor-Subsidiary to become a co-borrower and guarantor on the
New Debt.

TOUSA Entities recorded an impairment of more than $84 million
for the quarter ended June 30, 2007.  Given the Debtors'
financial condition, the Directors were required, at that time,
to factor into their deliberations that Debtor-Subsidiaries'
existing creditors, consisting of $1.1 million in bonds and other
debts, Ms. Redmond asserts.  However, at best, she notes, the
Directors failed to investigate, inform themselves, and
deliberate properly as to the effect of the Transaction on
creditors.

Ms. Redmond further argues that the professional advice sought by
the TOUSA Directors failed to address the interests of the
Debtor-Subsidiaries or their creditors.  For one, she notes,
Lehman Brothers' advice, as sought by the TOUSA Directors, stated
that the New Debt Transaction provides the best alternative for
TOUSA under the circumstances to maximize its value for its
stockholders, but the firm clearly disclosed that it had not been
asked to consider the impact of the New Debt Transaction on the
Debtor-Subsidiaries.  Similarly, TOUSA sought a solvency opinion
from Alix Partners LLP who opined that TOUSA would be solvent on
a consolidated basis immediately after giving effect to the New
Debt Transaction, but again the Alix Partners Opinion failed to
address the joint and several liability of each co-borrowing
party to the New Debt or determine the solvency of the Debtor-
Subsidiaries on an unconsolidated basis.  Notably, weeks after
the New Debt Transaction, TOUSA could not provide the solvency
certificate required to obtain funding under its revolving credit
agreement.

In light of the Directors' positions, fiduciary relationships
existed between each Director and the Debtor-Subsidiary, Ms.
Redmond asserts.  The Directors, however, breached their
fiduciary duties to the Debtor-Subsidiaries and their creditors
and acted with gross negligence and recklessness, by approving
the New Debt Transaction in spite of being conflicted to
Technical Olympic, she argues.  Accordingly, Ms. Redmond says,
the Directors' breach of their fiduciary duties damaged the
Debtor-Subsidiaries and their unsecured creditors by, among
others, improperly:

  (i) harming and diminishing the value of the Debtor-
      Subsidiaries through the incurrence of the secured New
      Debt, for the sole purpose of satisfying the existing
      obligations of TOUSA Inc. and TOUSA Homes; and

(ii) subordinating the interests of the Debtor-Subsidiaries'
      existing creditors in the Debtor-Subsidiaries' assets to
      the New Lenders, when existing creditors in the Debtor-
      Subsidiaries were force to become jointly and severally
      liable co-borrowers and guarantors of the secured New
      Debt.

Moreover, the Committee alleged that Technical Olympic, through
its agents, aided, abetted, induced, encouraged, substantially
assisted, and participated in the breaches of fiduciary duty by
the Directors.  Ms. Redmond tells the Court that before entering
into the New Debt Transaction, through October 2007, Directors
Konstantinos Stengos, George Stengos, and Marianna Stengu were
also on Technical Olympic's board of directors and had a
financial interest in TOUSA's majority shareholder -- rendering
them fiduciaries of both companies and deeply conflicted with
respect to the New Debt Transaction.  All of the TOUSA Directors
acted solely in the interest of Technical Olympic and TOUSA's
other shareholders when they approved the Transaction and
Transeastern Settlement, Ms. Redmond maintains.  She notes that
by aiding and abetting in the breaches of duty committed by the
Directors, Technical Olympic also damaged the Debtor-Subsidiaries
and their unsecured creditors.

Accordingly, under the Complaint, the Committee asked the Court
to award it judgment:

  (1) with respect to the TOUSA Directors' breach of fiduciary
      duties and Technical Olympic's aiding of that breach of
      fiduciary duties, an amount to be determined at trial; and

  (2) with respect to attorneys' fees, costs and other expenses
      it incurred or will incur in light of its complaint.

The Committee has also sought and obtained the Court's permission
to file under seal its Complaint and to file a redacted version
of the Complaint on the Court's public dockets.  The Committee
noted that its Complaint cites certain information from documents
that were designated by certain producing parties as confidential
or highly confidential pursuant to a Stipulated Protective Order
dated August 12, 2008.  Judge Olson directed the Committee to
provide complete and unredacted versions of the documents to the
U.S. Trustee for Region 21, counsel to the Debtors, and counsel
to the agents for the Debtors' First and Second Lien Facilities.

The redacted version of the Complaint dated June 9, 2009, is
available for free at http://ResearchArchives.com/t/s?3e2c

Moreover, at the behest of the Committee, Judge Olson suspended
the deadlines related to the Committee Complaint to conform with
the June 1, 2009 Court order granting the Committee standing to
file complaints.  In accordance with the Federal Rules of
Bankruptcy Procedure and Local Rules of the U.S. Bankruptcy Court
for the Southern District of Florida, the response deadline on
the Complaint has been set for July 6, 2009, and a pretrial
conference has been scheduled for November 18, 2009.

The Standing Order provides that if the Committee files a
complaint against the Debtors' directors prior to conclusion of
the trial in the adversary proceeding commenced by the Committee
against Citicorp North America, Inc. and certain of the Debtors'
prepetition secured lenders, which is scheduled to begin on July
13, 2009, all deadlines under the "director complaint" are
suspended until 30 days of (i) the conclusion of the trial of the
Citicorp Action, or (ii) the entry of an order or series of
orders approving a settlement of, or disposing of, the entirety
of the Citicorp Action.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Applies for Approval to Management Incentive Plan
------------------------------------------------------------
Tousa Inc. and its affiliates believe that it is critically
important to properly motivate certain members of their senior
management through the course of their controlled asset
monetization.  The Debtors are essentially asking those senior
management members to perform and work toward the maximization of
the Debtors' assets in these difficult circumstances knowing with
certainty that their jobs will eventually be eliminated, Paul
Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates.  In this regard, he stresses, it is necessary to
incentivize senior management to remain with the company.

Accordingly, in line with the development of a budget and related
business plan, the Debtors and their advisors designed a
Management Incentive Plan that is narrowly tailored and reflects
the Debtors' current situation and overall macroeconomic
conditions.

Under the Incentive Management Plan, these members of the
Debtors' senior management will be critical to the ongoing
functionality of the Debtors' businesses:

  (1) Tommy McAden, as executive vice president and chief
      financial officer;

  (2) George Yeonas, as executive vice president and chief
      operating officer; and

  (3) Clint Ooten, as vice president of human resources and
      administration.

Mr. Singerman emphasizes that the Debtors' Senior Management
possesses the knowledge, experience and skill necessary to
support the Debtors' remaining projects and asset maximization
for the benefit of the Debtors' estates.  Indeed, he notes, in
more than two months since the controlled asset monetization was
commenced, the Debtors' Senior Management has led efforts that
resulted in a $16 million improvement in estimated realizations.

Accordingly, pursuant to Section 363(b) and 503(c) of the
Bankruptcy Code, the Debtors seek the Court's authority to
implement the Management Incentive Plan, nunc pro tunc to
April 1, 2009, and to continue through March 31, 2010.

The key terms of the Management Incentive Plan are:

(1) During fiscal year 2008, the annual base payment for Senior
     Management has been:

           CFO                        $750,000
           COO                        $750,000
           VP of Human Resources      $350,000

     Effective on the first day of the month succeeding approval
     of the Management Incentive Plan, the annual base
     payment for Senior Management will be:

           CFO                        $500,000
           COO                        $500,000
           VP of Human Resources      $350,000

     Senior Management will each receive a one-year contract
     with an effective date of April 1, 2009.  The Plan
     Administrator and Oversight Committee will have the option
     to extend the contracts of the Senior Management in three
     or six month intervals, at existing base payment levels.

(2) Senior Management will be entitled to receive variable
     incentive payment.  Payments are based on the achievement
     of certain targets during the Plan Period.  There are two
     six-month measurement periods -- April 2009 through
     September 2009 and October 2009 through March 2010 -- and
     the maximum aggregate Incentive Payment that can be paid to
     Senior Management during the Plan Period is $1.1 million.

(3) The Management Incentive Plan establishes four Achievement
     Targets that serve as measurement factors and are weighted:

       -- Projected proceeds from consolidated home closings is
          weighted 20%;

       -- Blended average selling price for all construction in
          progress sold is weighted 20%;

       -- Blended average selling price for all land sales is
          weighted 20%; and

       -- Cumulative operating cash flow is weighted 40%.

(4) Senior Management will receive Incentive Payment in these
     percentages:

           CFO                       38.6%
           COO                       38.6%
           VP of Human Resources     22.8%

(5) Senior Management will receive 50% of their earned
     Incentive Payment for each half yearly measurement
     period 15 days after the end of each period. The remaining
     50% will be held back and paid out upon termination or
     within six months of the end of the Plan Period, whichever
     is first.

(6) If any member of Senior Management is terminated
     involuntarily without cause part-way through a six-month
     period, that member of Senior Management's Incentive
     Payment will be calculated on a pro-rata basis up to the
     day of termination and paid 15 days following the end of
     the period together with all other holdbacks from previous
     periods that are due.

(7) Each member of Senior Management earned a bonus for
     performance in fiscal year 2008.  The fiscal year 2008
     bonus amounts for Senior Management were:

           CFO                       $375,000
           COO                       $375,000
           VP of Human Resources     $175,000

     The designated fiscal year 2008 bonus amounts will be paid
     out as:

       -- 50% will be paid upon approval of the Management
          Incentive Plan by the Court;

       -- 25% will be paid on October 31, 2009; and

       -- 25% will be paid upon termination.

(8) Each member of Senior Management is entitled to an
     additional bonus of 50% of fiscal year 2008 salary in the
     event that net creditor recoveries equal or exceed an
     amount of the first lien debt outstanding and they remain
     employed through at least March 31, 2010.  The net recovery
     threshold is set at $325 million.

The Management Incentive Plan also contemplates that Senior
Management severance benefits will remain in place under the
Debtors' existing policy.  The Debtors estimate that severance
payments to Senior Management will total $296,000, assuming a
March 31, 2010 termination date.  Each member of Senior
Management with more than one year of tenure at the time of
termination will be paid one month of Consolidated Omnibus Budget
Reconciliation Act coverage on termination, and each member of
Senior Management with more than two years of tenure will be paid
two months of COBRA coverage upon termination.  The Debtors
estimate that COBRA payments to Senior Management to aggregate
$6,000.  Each member of Senior Management will be entitled to
four weeks of paid vacation time for the Incentive Plan Period.

Mr. Singerman assures the Court that the costs associated with
the Management Incentive Plan are more than justified by the
benefits expected to be realized.  He contends that absent Senior
Management's leadership and accomplishment of the Debtors'
principal goals, the Debtors would be faced with a disorderly
liquidation or "fire sale" of their remaining assets, resulting
in a loss of return to creditors much greater than the amount
allocated as incentive payments to the members of Senior
Management.  He also clarifies that the Management Incentive Plan
does not involve any payments to insiders "for the purpose of
inducing such person to remain with the debtor's business" that
would be prohibited under Section 503(c)(1) of the Bankruptcy
Code.  Similarly, the Management Incentive Plan (i) does not
provide for any severance payments (i) other than those payments
under the Debtors' existing policy and authorized by the Court,
or (ii) are greater than 10 times the amount of mean severance
pay given to non-management employees, Mr. Singerman adds.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TROPICANA ENT: Lenders Group Objects to Columbia Sussex's Claims
----------------------------------------------------------------
The Steering Committee of Lenders under a certain Credit
Agreement dated January 3, 2007, as amended, objects to Columbia
Sussex Corporation's application for allowance and payment of (i)
a priority claim of at least $631,361 under Section 507(a)(5) of
the Bankruptcy Code as contributions to an employee benefit plan
within 180 days before the Petition Date, and (ii) an
administrative expense claim of at least $5,296,496 under
Sections 503(b)(1) and (b)(3)(D) of the Bankruptcy Code.

The Steering Committee asserts Columbia Sussex has failed to
provide any evidence to support its claims.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, notes that Columbia Sussex is referred to as a Yung
Entity under the Debtors' Chapter 11 Plans, pursuant to which a
litigation trust will be created to pursue causes of action
against the Yung Entities, and any claims against the estates in
favor of the Yung Entities are potentially subject to set-off or
reduction against judgments obtained against them, subordination
or recharacterization in future proceedings initiated by the
estates, the Debtors, the reorganized Debtors or the litigation
trust.

Maintaining the right of the reorganized Debtors, the estates and
the litigation trust to set off judgments obtained against the
Yung Entities is necessary to ensure that the estates and
creditors will reap the full benefit of any judgments against the
Yung Entities in the event the Yung Entities are unable to pay
the full amount of any judgment entered against them, Mr.
Lastowski asserts.

The Lenders Steering Committee reserves all rights to amend its
objection, as well as engage in all future proceedings with
respect to the Administrative Claim Motion.


TROPICANA ENT: Lenders Group Objects to Wimar Tahoe Admin. Claim
----------------------------------------------------------------
The Steering Committee of Lenders under a certain Credit
Agreement dated January 3, 2007, as amended, opposes the request
of Wimar Tahoe Corporation Corporation, formerly Tropicana Casino
& Resorts, Inc., for the allowance and payment of administrative
expense claims of at least $2,055,259 under Section 503(b)(1)(A)
of the Bankruptcy Code.

The Steering Committee asserts that Wimar Tahoe has failed to
carry its burden of proof that all or any portion of its claims is
either valid or entitled to administrative or priority status.

Wimar Tahoe is defined as Yung Entity under the Debtors' Chapter
11 Plans, pursuant to which a litigation trust will be created to
pursue causes of action against the Yung Entities, and any claims
against the estates in favor of the Yung Entities are potentially
subject to set-off or reduction against judgments obtained
against them, subordination or recharacterization in future
proceedings initiated by the estates, the Debtors, the
reorganized Debtors or the litigation trust.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, contends that maintaining the right of the reorganized
Debtors, the estates and the litigation trust to set off
judgments obtained against the Yung Entities is necessary to
ensure that the estates and creditors will reap the full benefit
of any judgments against the Yung Entities in the event the Yung
Entities are unable to pay the full amount of any judgment
entered against them.

The Lenders Steering Committee reserves all rights to amend its
objection, as well as engage in all future proceedings with
respect to the Administrative Claim Motions.

                   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)


TWIN CITIES: Files Chapter 11 in St. Paul, Minnesota
----------------------------------------------------
Twin Cities Stores Inc., filed Chapter 11 again on June 30 before
the U.S. Bankruptcy Court for the District of Minnesota in St.
Paul (Case No. 09-34468), after emerging from a previous
bankruptcy reorganization in 2004, Bloomberg's Bill Rochelle
reported.  The new petition say assets are less than $10 million
while debt exceeds $10 million. Liabilities include $17.6 million
on two secured loans.  The company also owes almost $4 million to
the state of Minnesota for unpaid fuel taxes.

Twin Cities Stores Inc. owns 61 convenience stores and gasoline
stations.  Dealers operate 25 of the locations while Twin Cities
is operating 7.  The remaining stores are closed and not
operating.


USG CORP: Court Formally Closes Chapter 11 Case
-----------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware formally closed the Chapter 11 case of USG
Corporation on June 30, 2009, almost nine years since the
Delaware-based company filed for bankruptcy protection.

Judge Fitzgerald has issued a final decree closing USG Corp.'s
bankruptcy case, the only remaining open case after the Court
closed the bankruptcy proceedings of the other USG affiliates in
October 2006.

In connection with the closure of the USG Chapter 11 case, Judge
Fitzgerald has also ordered the termination of the appointment
and services of Logan & Company Inc., as the claims, noticing and
balloting agent of the Court.  The termination will take effect
on July 20, 2009.

In the event any party files pleadings or seeks to re-open the
USG case after its approval for any reason that does not affect
USG, the company will not be required to participate in any
matters including hearings, except to the extent USG in its sole
discretion elects to do so or the Court requires, Judge
Fitzgerald held.

USG will also not be responsible for any obligations stemming
from or related to those matters including any fees payable to
the Office of the U.S. Trustee.

In response to Garlock Sealing Technologies LLC's objection,
Judge Fitzgerald ordered the Clerk of the Court to "accept for
filing on the docket" of USG's case, without requiring any party
to file a request to re-open the case, the annual reports of the
United States Gypsum Asbestos Personal Injury Settlement Trust
and any court papers, pursuant to which any party seeks to invoke
the exclusive jurisdiction of the Court provided for in USG's
joint plan of reorganization, and a provision in the order
confirming that plan.

Garlock Sealing filed an objection, asking the Court to permit
any party to invoke the Court's jurisdiction under the plan
confirmation order in the future without having to move for the
re-opening of USG's case.

USG's plan of reorganization was confirmed by the Court on
June 16, 2006, and was declared effective on June 20, 2006.  USG
then emerged from bankruptcy and assumed the business and
management of its assets as a reorganized company.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

As reported by the Troubled Company Reporter on February 2, 2009,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., specificially its corporate credit rating frin 'BB-' to
'B+', with negative outlook.  "The downgrade reflects our
expectation that USG's operating results will continue to be
strained during the next several quarters due to contracting
commercial construction activity and the ongoing depressed level
of housing, resulting in reduced wallboard and ceiling time and
grid demand," said Standard & Poor's credit analyst Thomas
Nadramia.  "As a result, S&P expects that the company's liquidity
position, which S&P deem to currently be adequate for the rating
at more than $500 million, could somewhat narrow during 2009."


USG CORP: Garlock Settles Dispute with Asbestos PI Trust
--------------------------------------------------------
Garlock Sealing Technologies LLC has asked the U.S. Bankruptcy
Court for the District of Delaware to approve a stipulation
dismissing the complaint it lodged against the trustees of the
United States Gypsum Asbestos Personal Injury Settlement Trust.

Garlock filed the complaint to compel Lewis Sifford, Philip
Pahigian and Charles Koppelman to conduct a prompt review of
its claims purportedly entitled for payment under the Asbestos PI
Trust.  The Trust was created pursuant to the Chapter 11 plan of
USG Corporation and its affiliated debtors to process and pay
asbestos personal injury claims.

The USG Asbestos Trust was created pursuant to the Chapter 11
Plan of Reorganization of USG Corporation and its affiliated
debtors to process and pay asbestos personal injury claims.
Lewis Sifford, Philip Pahigian and Charles Koppelman administer
the Trust.

Garlock is the judgment-debtor in three judgments entered in the
Circuit Court for the City of Baltimore, in Maryland, in favor of
Reginald Puller, Paul Wilson and Gary Snyder who suffered from
malignant mesothelioma allegedly caused by their exposure to
asbestos found in products manufactured by Garlock and certain
USG Debtors.  The Puller Plaintiffs, however, did not pursue
claims against the Debtors in the tort system by virtue of their
bankruptcy cases.

The jury returned verdicts in favor of the Puller Plaintiffs
against Garlock.  After giving Garlock credit for the shares of
co-defendants that paid settlements to the Puller Plaintiffs in
the tort system, the trial courts entered judgments in favor of
the Puller Plaintiffs in the sum of $3,883,495 in Mr. Puller's
case, $1,863,870 in Mr. Wilson's case, and $4,149,850 in Mr.
Snyder's case.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

As reported by the Troubled Company Reporter on February 2, 2009,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., specificially its corporate credit rating frin 'BB-' to
'B+', with negative outlook.  "The downgrade reflects our
expectation that USG's operating results will continue to be
strained during the next several quarters due to contracting
commercial construction activity and the ongoing depressed level
of housing, resulting in reduced wallboard and ceiling time and
grid demand," said Standard & Poor's credit analyst Thomas
Nadramia.  "As a result, S&P expects that the company's liquidity
position, which S&P deem to currently be adequate for the rating
at more than $500 million, could somewhat narrow during 2009."


USG CORP: Asbestos PI Trust's 2008 Annual Report
------------------------------------------------
Philip Pahigian, Lewis Sifford and Charles Koppelman, trustees of
the United States Gypsum Asbestos Personal Injury Settlement
Trust created pursuant to the joint plan of reorganization of USG
Corporation and its affiliated debtors, filed in Court an annual
report and account of the trust for the period from January 1 to
December 31, 2008.

The purpose of the annual report is to fulfill the reporting
requirements of the United States Gypsum Asbestos Personal Injury
Settlement Trust Agreement and to apprise the Court of actions
taken by the Asbestos PI Trustees.

The Trustees reported that during the 12-month period ending
Dec. 31, 2008, they held formal meetings attended by Dean
Trafelet, who served as futures claims representative, and
members of the Asbestos Trust Advisory Committee, namely Russell
Budd, John Cooney, Theodore Goldberg, Steven Kazan, Perry Weitz
and Joseph Rice.

In addition to the formal meetings, the Trustees also held
executive session and special purpose meetings, including
meetings to address Asbestos Trust policies and claim processing
matters, held regularly at scheduled weekly teleconferences.
They also devoted time to Trust matters outside of the scheduled
meetings.  Activities included preparing for the timely transfer
of the trust assets, receiving and deploying those assets with
investment managers, designing and implementing processes to
receive, process, and pay claims, among other things.

During the reporting period, Analysis Research Planning
Consulting served as the Asbestos Trust's executive director,
Cambridge Associates LLC as investment advisor, and Campbell &
Levine LLC as general counsel.  Delaware Claims Processing
Facility continues to process the Trust's claims.

The Asbestos Trust also continues to retain Northern Trust,
Mercator, Hansberger, Southeastern and Gryphon as non-U.S. equity
managers; Northern Trust as U.S. equity manager; BlackRock,
Schroders, Northern Trust and M.D. Sass as intermediate-term
municipal bond managers; and BlackRock and Columbia as short-term
municipal bond managers.

Morgan Stanley, an intermediate-term bond manager, was terminated
by the Asbestos Trust in 2008 because of significant changes to
the portfolio management team.  The municipal bond team at M.D.
Sass was acquired by Eaton Vance on December 31, 2008, and was
renamed Eaton Vance Tax-Advantaged Bond Strategy (TABS).
Northern Trust served as Custodian for the Trust's investment
accounts.

                       Summary of Claims

As of December 31, 2008, the Asbestos Trust had paid a total of
2,152 Prepetition Liquidated PI Trust Claims.  Of the claims
paid, 142 were malignancy claims and 2,010 were non-malignancy
claims.  After application of the payment percentage and
applicable sequencing adjustment, the Trust paid approximately
$11.52 million to asbestos victims in settlement of their
Prepetition Liquidated PI Trust Claims.  The malignant to non-
malignant ratio of the Prepetition Liquidated PI Trust Claims
paid in number was 1 is to 14, and the malignant to non-malignant
ratio of the Prepetition Liquidated Trust Claims in dollars paid
was 2 is to 1.

As of December 31, 2008, the Trust had received 214,469
Unliquidated PI Trust Claims and paid a total of 54,986 claims.
Of the claims paid, about 7,650 were malignancy claims and 47,336
were non-malignancy claims.  After application of the payment
percentage and applicable sequencing adjustment, the Trust paid
about $600.61 million to asbestos victims in settlement of their
Unliquidated PI Trust Claims.  The malignant to non-malignant
ratio of the Unliquidated PI Trust Claims paid in number was 1 is
to 6 and the malignant to non-malignant ratio of the Unliquidated
Trust Claims in dollars paid was 4 is to 1.

During the reporting period, the Trust paid a total of 1,729
Prepetition Liquidated PI Trust Claims.  Of the claims paid, 73
were malignancy claims and 1,656 were non-malignancy claims.
After application of the payment percentage and applicable
sequencing adjustment, the Trust paid approximately $3.46 million
to asbestos victims in settlement of their Prepetition Liquidated
PI Trust Claims.  The malignant to nonmalignant ratio of the
Prepetition Liquidated PI Trust Claims paid in number was 1 is to
25 and the malignant to non-malignant ratio of the Prepetition
Liquidated Trust Claims in dollars paid was 1 is to 1.

During the reporting period, the Trust received 90,756
Unliquidated PI Trust Claims and paid a total of 49,805 claims.
Of the claims paid, there were 7,146 malignancy claims and
42,659 non-malignancy claims.  After application of the payment
percentage and applicable sequencing adjustment, the Trust paid
approximately $562.96 million to asbestos victims in settlement
of their Unliquidated PI Trust Claims.  The malignant to
nonmalignant ratio of the Unliquidated PI Trust Claims paid in
number was 1/6 and the malignant to nonmalignant ratio of
the Unliquidated Trust Claims in dollars paid was 4/1.

         USG Asbestos Personal Injury Settlement Trust
Special-Purpose Statements of Assets, Liabilities & Net Assets
               Available for Payment of Claims
                   As of December 31, 2008


Assets:
Cash & cash equivalents                           $357,730,127
Investments
Investments in bonds, at fair market value     2,659,246,742
Equity investments, at fair market value         324,095,719
Interest receivable                                 37,879,280
Income tax receivable                                6,000,000
                                               --------------
Total assets                                     3,384,951,868

Liabilities:
Accrued expenses & accounts payable                  2,130,728
Settled but unpaid claims                                    0
                                               --------------
Total liabilities                                    2,130,728

Net assets available for payment of claims      $3,382,821,140
                                               ==============

         USG Asbestos Personal Injury Settlement Trust
      Special-Purpose Statements of Changes in Net Assets
                Available for Payment of Claims
                    As of December 31, 2008

Additions:
Interest & dividend income                        $123,548,594
Net appreciation in fair market value
of investments                                              0
                                               --------------
Total additions                                    123,548,594

Deductions
Personal injury claim expense                      566,176,688
Net depreciation in fair market value
of investments                                    246,886,861
Operating expenses                                  10,434,526
Claims processing expenses                           6,268,215
                                               --------------
Total deductions                                   829,766,290

(Decrease) increase in net assets
available for payment of claims                  (706,217,696)

Net assets available for payment of claims:

Beginning of period                             4,089,038,836

End of period                                  $3,382,821,140
                                               ==============

         USG Asbestos Personal Injury Settlement Trust
           Special-Purpose Statements of Cash Flows
                For Year Ended December 31, 2008

Cash flows from operating activities:
(Decrease) increase in net assets available
for payment of claims                            ($706,217,696)

Adjustments to reconcile increase in net assets
available for the payment of claims to net cash
(used in) provided by operating activities:

Net depreciation (appreciation) in fair market
  value of investments                            246,886,861
Amortization of premiums on bonds, net            26,762,714
Changes in operating assets and liabilities
  Interest receivable                             (11,749,773)
  Income taxes receivable                                   0
  Accrued expenses, accounts payable                  367,803
  Settled but unpaid claims                        (3,144,450)
                                               --------------
Net cash (used in) provided by
operating activities                              (447,094,541)

Cash flows from investing activities:
Sales and maturities of bonds                  3,071,609,801
Purchases of bonds                            (3,132,602,896)
Sales of equity securities                        85,625,518
Purchases of equity securities                   (99,016,923)
                                               --------------
Net cash used in investing activities              (74,384,500)

Net decrease in cash and cash equivalents         (521,479,041)

Cash and cash equivalents,
beginning of the period                           879,209,168
                                                --------------
Cash and cash equivalents,
end of the period                                $357,730,127
                                                ==============

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

As reported by the Troubled Company Reporter on February 2, 2009,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., specificially its corporate credit rating frin 'BB-' to
'B+', with negative outlook.  "The downgrade reflects our
expectation that USG's operating results will continue to be
strained during the next several quarters due to contracting
commercial construction activity and the ongoing depressed level
of housing, resulting in reduced wallboard and ceiling time and
grid demand," said Standard & Poor's credit analyst Thomas
Nadramia.  "As a result, S&P expects that the company's liquidity
position, which S&P deem to currently be adequate for the rating
at more than $500 million, could somewhat narrow during 2009."


VISTEON CORP: $5.1MM for Pre-Bankr. Debt to Foreign Vendors Okayed
------------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has authorized, on a final basis, Visteon
Corp. to pay not more than $5,100,000 for prepetition claims of
certain vendors, service providers, landlords, regulatory
agencies, and governments located outside the United States.

The Debtors are to coordinate with FTI Consulting Inc. as the
official committee of unsecured creditors' financial advisor with
respect to foreign claims report.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, attorney for the Debtors, told the Court
that as a result of the global nature of their operations, the
Debtors regularly transact business with suppliers located in
China, South Korea, Taiwan, Japan, Portugal, Brazil, Hungary,
Germany, France, the Czech Republic, and Mexico.  Certain of the
Foreign Vendors are sole source suppliers of custom engineered
parts who supply goods to the Debtors that cannot be obtained
from other sources or cannot be obtained from other sources
without significant delays, Ms. Jones said.

The Debtors believe there is a significant risk that non-payment
of even a single invoice could cause a Foreign Vendor to stop
shipping goods to the Debtors on a timely basis or to completely
sever its business relationship with the Debtors.  Moreover, if
Foreign Vendors are not paid, they may take precipitous action
against the Debtors based on an erroneous belief that they are
not subject to the automatic stay provisions of Section 362(a) of
the Bankruptcy Code.

"Although the automatic stay applies to protect the Debtors'
assets wherever they are located in the world, attempting to
enforce the Bankruptcy Code in foreign countries is often a
fruitless exercise," Ms. Jones averred.  "Moreover, even if it
could be enforced, the automatic stay by itself would not protect
assets of the Debtors' non-debtor affiliates, which could remain
at risk of seizure or setoff," Ms. Jones maintained.

The Debtors condition the payment of the Foreign Vendor Claims on
the agreement of the Foreign Vendors to continue supplying goods
or services postpetition on normal customary trade terms,
practices, and programs that were most favorable to the Debtors
and that were in effect within 120 days before the Petition Date.
If a Foreign Vendor accepts a payment and later refuses to supply
goods to the Debtors on customary trade terms, then the Debtors
may declare that any payment be deemed to have been made in
payment of then outstanding postpetition obligations owed to that
Foreign Vendor.  In that event, the Debtors suggest that:

  (a) the Foreign Vendor repay any payment of a Foreign Claim to
      the extent that the aggregate amount of those payments
      exceed postpetition obligations then outstanding, without
      the right of any setoffs, claims, provision for payment of
      reclamation, or trust fund claims; or

  (b) the Debtors will apply that payment against any
      outstanding administrative claim held by that Foreign
      Vendor.

                       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: Committee Retains KCC as Web Site Administrator
-------------------------------------------------------------
The official committee of unsecured creditors in Visteon Corp.'s
cases seeks the U.S. Bankruptcy Court for the District of
Delaware's authority to implement certain procedures to ensure its
compliance with Section 1102(b)(3)(A) of the Bankruptcy Code,
including establishing a Committee Web site.

Section 1102(b)(3) provides that a committee appointed under
subsection(a) will provide access to information for creditors
who holds claims of the kind represented by the committee.
Section 1102(b)(3)(A), however, does not indicate how a
creditors' committee should provide "access to information," and
provides no guidance on the extent to which a committee is
obligated to provide confidential or proprietary information to
its constituency.

Thus, to satisfy its statutory obligations, the Committee
proposes Information Procedures pursuant to which it will
establish and maintain a Web site to:

  (i) serve as an access point for unsecured creditors to
      receive certain non-confidential information and non-
      privileged information; and

(ii) allow it to solicit and receive comments from
      unsecured creditors regarding the Debtors' Chapter 11
      cases.

The information available on the Committee Web site will include,
among other things:

  * general information regarding the Debtors' Chapter 11 cases;

  * contact information of the Debtors, the Debtors' counsel
    and the Committee's counsel;

  * the date by which unsecured creditors must file their proofs
    of claims;

  * the voting deadline with respect to any Chapter 11 plan of
    Reorganization;

  * the claims docket as established by the Debtors and
    Kurtzman Carson Consultants LLC;

  * a general overview of the Chapter 11 process;

  * the Debtors' monthly operating reports;

  * a list of upcoming omnibus hearing dates and the calendar of
    matters on those hearing dates;

  * answers to frequently asked questions; and

  * links to other relevant Web sites.

In addition, the Committee will establish an e-mail address to
allow unsecured creditors to send questions and comments.

If an Unsecured Creditor submits a written request by electronic
mail for the Committee to disclose information, the Committee
will, within 20 days after receiving the Information Request,
respond to the Unsecured Creditor.  The Committee will not be
required to provide access to information to any entity that has
not demonstrated to the satisfaction of the Committee that it
holds claims of the kind described in Section 1102(b)(3).

If the Committee denies Information Requests because it believes
that the Information Request implicates Confidential Information
or Privileged Information or the Information Request is unduly
burdensome, the Unsecured Creditor may seek an order from the
Court compelling the Committee to disclose certain information
for cause.

The Information Procedures will not authorize the Committee to
provide any creditor or other entity access to non-public
information, including:

  (a) non-public information concerning the Debtors' assets,
      liabilities, business operations, business practices,
      business plans, intellectual property and trade secrets,
      financial projections, financial and business analyses and
      compilations and studies, unless those information becomes
      generally available to the public or is becomes available
      to the Committee on a non-confidential basis; and

  (b) communications among the Committee members, including
      information regarding specific positions taken by
      Committee members and communications among or between
      Committee members and Official Committee professionals.

In addition, the Information Procedures will not authorize the
Committee to provide any creditor or other entity with any
information subject to attorney-client privilege or the attorney
work product doctrine.

             KCC as Web site Administration Agent

In order to establish and maintain the Committee Web site in an
efficient manner, the Committee seeks to retain Kurtzman Carson
Consultants LLC as its Web site administration agent.  As
Kurtzman is already serving as the Debtors' notice, claims and
soliciting agent, the Committee represents that having Kurtzman
serve as its Web site administration agent will create
efficiencies in disseminating information to the unsecured
creditors and cost saving to the Debtors' estates.

Within five days of the creation of the Committee Web site, the
Committee will provide notice of Information Procedures to those
parties listed in the Debtors' creditor matrix maintained by
Kurtzman.

Kurtzman will be paid for its services as Web site Administration
Agent based on the firm's standard hourly rates:

    Services                               Rate/Hour
    --------                               ---------
    Clerical                               $45 to $65
    Project Specialist                     $80 to $140
    Consultant                             $165 to $245
    Senior consultant                      $255 to $275
    Senior Managing Consultant             $295 to $325
    Technology/Programming Consultant      $145 to $195
    Weekend, holidays, and overtime        Waived

Kurtzman will also be paid for its necessary and actual expenses
and supplies.

                       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: Applies to Hire Crowell As Antitrust Counsel
----------------------------------------------------------
Pursuant to Sections 327(e) and 328 of the Bankruptcy Code,
Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Crowell &
Moring LLP as their special antitrust counsel nunc pro tunc to the
Petition Date.

The Debtors relate that they selected Crowell because of the
firm's extensive experience and knowledge in antitrust and trade
regulation practice, including civil litigation and
investigations, mergers and acquisitions, criminal grand jury
investigation and trials, and counseling on ways to manage
antitrust risks in all manner of business transactions.

The Debtors expect Crowell to continue to represent them in an
anti-trust action entitled Emerson Elec., et al. v. Le Carbone
S.A., et al., originally commenced in the U.S. District Court for
the Eastern District of Michigan, and subsequently transferred to
the U.S. District Court for the District for the District of New
Jersey.  The Emerson plaintiffs, including Visteon Corporation,
allege that the defendants engaged in a worldwide conspiracy, the
purpose and effect of which was to fix, raise, maintain, and
stabilize prices, and to allocate markets and customers for
electrical carbon products sold in the United States in violation
of Section 1 of the Sherman Act, 15 U.S.C.  Visteon Corporation
and the other Emerson plaintiffs sought to recover damages for
the alleged overcharges.

The Debtors intend to pay Crowell a contingent fee of 30% of any
amount that is recovered by Visteon Corporation.  The Debtors
also intend to reimburse the firm for its pro rata share of
certain actual and necessary expenses or fees incurred.

The Debtors add that they ask Crowell to undertake specific
matters beyond the scope of its responsibilities.

Jerome A. Murphy, Esq., at Crowell & Moring LLP, in Northwest,
Washington, D.C., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  He maintains that Crowell does not hold
or represent an interest adverse to the Debtors or their estates.


                       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)


* Earnings Drop Worldwide as Unemployment Discourage Consumers
--------------------------------------------------------------
Jack Kaskey and Melita Marie Garza at Bloomberg News report that
earnings at such companies as Ford Motor Co. and ArcelorMittal may
continue to decline in the next three months as the highest
unemployment in a quarter-century keeps consumers from spending.

Data compiled by S&P and Bloomberg say the year-over-year profit
slide for Standard & Poor's 500 Index members may narrow to 21%
from July through September, after a decline of an estimated 34%
in the second quarter.

Earnings, according to Bloomberg, may rise by year-end based on
comparisons to late 2008, which was roiled by the meltdown in
financial markets.  Profits dropped more than 60% from October
through December and about 33% in the first quarter of this year.

Consumers in the U.S., the world's largest economy, remain
concerned about jobs after unemployment reached a 26-year high in
June, Bloiomberg stated, citing analysts and investors.  Until
Americans start spending again on cars, cell phones and clothes,
most U.S., Asian and European companies may keep squeezing out
costs, the report relates.


* Hotels May Lead Commercial Real Estate in Defaults
----------------------------------------------------
Bloomberg News reported that Kenneth Rosen, a University of
California economist, said that up to 20 percent of all loans to
hotels may be in default by the end of next year.  Mr. Rosen
predicted that hotels would have the highest foreclosure rate
among commercial real estate.

A study by Real Capital Analytics Inc. shows that $17.9 billion in
hotel properties were in foreclosure or default at the end of the
second quarter, compared with $9 billion at the close of the first
quarter.


* No Jury Trial on Turnover Action, First Circuit Holds
-------------------------------------------------------
In the case Braunstein v. McCabe (Case No. 08-1690), U.S. Court of
Appeals for the First Circuit in Boston ruled on June 26 that a
turnover action brought by a bankruptcy trustee doesn't entitle
the defendant to a jury trial.

The Circuit Court said that its opinion is the first Court of
Appeals ruling on the issue. The Boston appellate court said that
a majority of district and bankruptcy courts hold there is no
right to a jury.

The First Circuit in Boston analyzed the Supreme Court's 1989
opinion Granfinanciera SA v. Nordberg, where a fraudulent transfer
action involved equitable claims where there is no right to a jury
trial based on precedent going back to English common law.  The
Circuit concluded that a turnover action is also equitable in
nature.

It said that a turnover action is a "judicial innovation by which
the court seeks efficiently and expeditiously to accomplish ends
prescribed by statute, which, however, left the means largely to
judicial ingenuity."

While the Circuit Court upheld the lower courts in holding there
was no jury trial right, the appeals court reversed the district
court and concluded that major repairs on a houseboat weren't in
the ordinary course of business.


* Prime Mortgage Delinquencies Rise Sharply in 2009
---------------------------------------------------
Delinquencies on prime mortgages climbed to 2.9% as of March 31,
compared with 1.1 percent one year before, Bill Rochelle at
Bloomberg News said, citing a government report.  According to the
report, first-time foreclosure filings were up 22% between the
fourth quarter of 2008 and the first quarter of 2009.


* Unemployment Rate Climbed to 9.5% in June
-------------------------------------------
The unemployment rate in June climbed to 9.5% from
9.4% the month before.

"When this administration took office, the economy was shedding
jobs at a rate of 700,000 per month.  This past June our economy
lost 467,000 jobs, bringing the total number of jobs lost since
this recession began to 6.5 million.  The overall unemployment
rate increased to 9.5 percent," U.S. Labor Secretary Hilda L.
Solis said.

The unemployment level in June is more than forecast and more than
the 322,000 decline in May, Bloomberg's Bill Rochelle said.

"The department has released more than $57 million in National
Emergency Grants to help communities cope with mass layoff events
and other emergencies," Ms. Solis added.

"We additionally have released $1.7 billion in incentive payments
to states that update their unemployment insurance eligibility
requirements so that more workers - including recent entrants to
the workforce and part-time workers - can access benefits. So far
25 states and the District of Columbia have qualified for these
payments.

"As the administration's policies take hold, there are signs that
the economy is gaining strength.  Consumer confidence is rising,
and the housing and financial markets are stabilizing," Ms. Solis
added.

Unemployment is the highest since August 1983, Bloomberg said.


* David J. Bell Joins Capstone Advisory Group
---------------------------------------------
Capstone Advisory Group, LLC said David J. Bell has joined the
firm.  Mr. Bell specializes in providing financial restructuring
and advisory services to creditors, companies, financial sponsors,
3rd parties, and other parties-in-interest in financially
distressed matters.

Prior to joining Capstone, Mr. Bell was a Managing Director in the
Workout and Restructuring Group of Deutsche Bank. He had a twelve
year career at Deutsche Bank, devoting substantially all of his
time there working on financially distressed situations with a
particular focus on assets in the Bank's global leveraged loan
portfolio. Mr. Bell has extensive experience in leveraged
syndicated lending situations, working with lender groups and
distressed borrowers on complex matters as both an advisor and
principal. He has provided expert testimony in bankruptcy court.

From 1990 through 1997, Mr. Bell was a senior member of Policano &
Manzo.  During this time he represented various parties in many
cases, notable matters including The Circle K Corporation, Camelot
Music, Inc., The Grand Union Co., Cumberland Farms, Smith Corona
Corp., Eli S. Jacobs, Donald J. Trump, and JWP, Inc. As a banker
for Deutsche Bank, Mr. Bell was the senior officer responsible for
a multitude of distressed loan situations including Atlas Air
Worldwide Holdings, Worldcom, Boston Chicken, Xerox, Comdisco,
Finova Capital Corp., Encompass Services, Wellman, Inc., and The
Grand Union Co. Mr. Bell holds a BS in Accounting from Villanova
University and an MS with a concentration in Taxation from Seton
Hall University. He attended New York University and completed
graduate course work in the Stern School of Business MBA program.
Mr. Bell is a Certified Public Accountant and an NASD licensed
Registered Representative. He is a member of the New Jersey
Society of Certified Public Accountants, the American Institute of
Certified Public Accountants and the Risk Management Association.

On the Net: http://www.capstoneag.com


* Wachtell Lipton Doubles Merger Work Despite Fall in Deals Volume
------------------------------------------------------------------
Lindsay Fortado at Bloomberg reports that Wachtell, Lipton, Rosen
& Katz was the top legal adviser on mergers and acquisitions for
the first half of 2009 after advising on deals worth double those
it did a year ago.

The firm, co-founded by Martin Lipton, who created the "poison-
pill" takeover defense, advised buyers, sellers or targets on $150
billion in deals this year, up from $70 billion at the same time
last year, cornering a 20% share of the global M&A market.

Deal volume has fallen 44 percent this year to $759 billion,
according to data compiled by Bloomberg.

According to Ms. Fortado, Wachtell is advising on three of the 10
largest deals in the first half, including Wyeth in its
$64 billion takeover by Pfizer Inc., the largest deal of the year,
and Schering-Plough Corp. in its acquisition by Merck & Co. for
$47 billion, the second-largest.  Six of the top 10 law firms for
2009 are working on Pfizer's acquisition of Wyeth, and four are
working on Merck's takeover of Schering-Plough.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Stock-    Total
                                    Total   holders  Working
                                   Assets    Equity  Capital
Company               Ticker        ($MM)     ($MM)    ($MM)
-------               ------      ------   -------   ------
ABSOLUTE SOFTWRE      ABT CN           107       (7)      24
AFC ENTERPRISES       AFCE US          131      (33)       2
AMER AXLE & MFG       AXL US         2,072     (452)      64
AMR CORP              AMR US        24,518   (3,108)  (3,545)
ARBITRON INC          ARB US           189       (3)     (22)
ARVINMERITOR INC      ARM US         2,873     (719)     278
AUTOZONE INC          AZO US         5,296      (45)    (527)
AVATAR HOLDINGS       AVTR US          585        0     N.A.
BLOUNT INTL           BLT US           499      (43)     175
BOARDWALK REAL E      BEI-U CN       2,318       (5)    N.A.
BOARDWALK REAL E      BOWFF US       2,318       (5)    N.A.
BOEING CO             BA US         55,339     (509)  (2,160)
BOEING CO             BAB BB        55,339     (509)  (2,160)
BP PRUD BAY-RTU       BPT US             9        8        0
BRIGHAM EXPLOR        BEXP US          365        2       17
BURCON NUTRASCIE      BU CN              4        3        2
CABLEVISION SYS       CVC US         9,551   (5,349)    (367)
CENTENNIAL COMM       CYCL US        1,413     (992)     148
CENVEO INC            CVO US         1,501     (221)     163
CHENIERE ENERGY       CQP US         1,975     (408)      79
CHOICE HOTELS         CHH US           333     (146)     (10)
CLOROX CO             CLX US         4,464     (309)    (866)
CYTORI THERAPEUT      CYTX US           27       (5)      12
DELTEK INC            PROJ US          191      (48)      42
DISH NETWORK-A        DISH US        7,063   (1,666)    (422)
DOMINO'S PIZZA        DPZ US           473   (1,396)      99
DUN & BRADSTREET      DNB US         1,614     (785)    (176)
EINSTEIN NOAH RE      BAGL US          168      (11)     (52)
ENERGY COMPOSITE      ENCC US            0        0        0
EPICEPT CORP          EPCT SS           12       (5)       4
EXELIXIS INC          EXEL US          355      (88)      53
EXTENDICARE REAL      EXE-U CN       1,833      (51)      98
FORD MOTOR CO         F US         207,270  (16,476)  12,631
FORD MOTOR CO         F BB         207,270  (16,476)  12,631
FX ENERGY INC         FXEN US           38        7        7
GARTNER INC           IT US            948        4     (223)
GENTEK INC            GETI US          430       (8)     102
GLG PARTNERS INC      GLG US           345     (382)     101
GLG PARTNERS-UTS      GLG/U US         345     (382)     101
GOLD RESOURCE CO      GORO US            9        9        7
HALOZYME THERAPE      HALO US           68        3       52
HEALTHSOUTH CORP      HLS US         1,921     (656)     (53)
HERMAN MILLER         MLHR US          767        8      242
HOLLY ENERGY PAR      HEP US           469        0       (6)
IDENIX PHARM          IDIX US           96        9       50
IMAX CORP             IMX CN           226      (98)      19
IMAX CORP             IMAX US          226      (98)      19
IMS HEALTH INC        RX US          2,026        4      328
INCYTE CORP           INCY US          189     (256)     123
INTERMUNE INC         ITMN US          193      (82)     121
IPCS INC              IPCS US          545      (41)      62
JOHN BEAN TECH        JBT US           559       (6)      78
JUST ENERGY INCO      JE-U CN          535     (692)    (358)
KNOLOGY INC           KNOL US          635      (52)      25
LINEAR TECH CORP      LLTC US        1,491     (288)     995
LIONS GATE            LGF US         1,667       (8)    (819)
LOGMEIN INC           LOGM US           40        4        0
MAP PHARMACEUTIC      MAPP US           78        4       32
MAXLIFE FUND COR      MXFD US            0        0        0
MEAD JOHNSON-A        MJN US         1,707     (897)     380
MEDIACOM COMM-A       MCCC US        3,700     (463)    (281)
MEDIDATA SOLUTIO      MDSO US           72      (13)     (17)
MEDIVATION INC        MDVN US          211        0      128
MODAVOX INC           MDVX US            5        2       (1)
MOODY'S CORP          MCO US         1,802     (919)    (482)
NATIONAL CINEMED      NCMI US          604     (514)      89
NAVISTAR INTL         NAV US         9,656   (1,447)   1,784
NPS PHARM INC         NPSP US          200     (225)      87
NYMOX PHARMACEUT      NYMX US            0       (1)       0
OCH-ZIFF CAPIT-A      OZM US         1,821     (177)    N.A.
OVERSTOCK.COM         OSTK US          136       (4)      33
PALM INC              PALM US          643     (108)      11
PDL BIOPHARMA IN      PDLI US          219     (422)      79
PERMIAN BASIN         PBT US            10        0        9
PETROALGAE INC        PALG US            5      (23)      (7)
POTLATCH CORP         PCH US           917        0     N.A.
QWEST COMMUNICAT      Q US          19,711   (1,164)    (344)
REGAL ENTERTAI-A      RGC US         2,563     (246)     (78)
RENAISSANCE LEA       RLRN US           52       (3)     (11)
REVLON INC-A          REV US           784   (1,095)     103
SALLY BEAUTY HOL      SBH US         1,433     (702)     389
SANDRIDGE ENERGY      SD US          2,670     (114)     118
SEMGROUP ENERGY       SGLP US          349     (124)      23
SIGA TECH INC         SIGA US            7       (6)      (3)
SOLARWINDS INC        SWI US            91      (40)      23
SONIC CORP            SONC US          821      (43)      26
STANDARD PARKING      STAN US          231        0      (15)
STEREOTAXIS INC       STXS US           53       (4)       3
SUCCESSFACTORS I      SFSF US          162       (7)       0
SUN COMMUNITIES       SUI US         1,197      (68)    N.A.
TALBOTS INC           TLB US           999     (184)     (28)
TAUBMAN CENTERS       TCO US         2,922     (276)    N.A.
TENNECO INC           TEN US         2,742     (304)     272
THERAVANCE            THRX US          214     (144)     152
UAL CORP              UAUA US       19,100   (2,655)  (2,348)
UNITED RENTALS        URI US         3,976      (56)     266
UNIVERSAL ENERGY      UEG CN           417        2      (17)
VECTOR GROUP LTD      VGR US           683        5       44
VENOCO INC            VQ US            730     (107)      33
VERIFONE HOLDING      PAY IT           843     (107)      33
VERIFONE HOLDING      PAY US           843      (14)     299
VERIFONE HOLDING      VF2 GR           843      (14)     299
VIRGIN MOBILE-A       VM US            323      (14)     299
WALTER INVESTMEN      WAC US            12     (281)    (141)
WARNER MUSIC GRO      WMG US         4,256      (44)    N.A.
WEIGHT WATCHERS       WTW US         1,087     (110)    (394)
WR GRACE & CO         GRA US         3,726     (848)    (313)
ZYMOGENETICS INC      ZGEN US          279     (374)     892



                           *********

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 **