TCR_Public/090708.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, July 8, 2009, Vol. 13, No. 187

                            Headlines

121 WALNUT: Case Summary & 2 Largest Unsecured Creditors
A & L PARTNERS: Case Summary & 14 Largest Unsecured Creditors
ADVANSTAR INC: S&P Junks Corporate Credit & Issue-Level Ratings
AGRIPROCESSORS INC: Sale May be Completed Next Week
AMERICAN AXLE: May File for Bankruptcy Protection

ANDERSON HOMES: Court Sets July 23 Final Cash Collateral Hearing
ASSOCIATED MATERIALS: Inks Consulting Pact With Cynthia Sobe
ASSOCIATED MATERIALS: Raises $18 Million in Issuance of Notes
AVANTAIR INC: Raises $1.4 Million in Sale of Securities
BANK OF AMERICA: Hires Global Operations & Merrill Executives

BANK OF AMERICA: To Pay $713MM in TARP Preferred Dividends
BANKUNITED FINANCIAL: Restricts Equity Trading to Save NOLs
BASE HOLDINGS: Voluntary Chapter 11 Case Summary
BEECHWOOD MOUNTAIN: Voluntary Chapter 11 Case Summary
BIOLOGICA INC: Case Summary & 20 Largest Unsecured Creditors

CARAUSTAR INDUSTRIES: Nasdaq Delists Stock Effective July 13
CENTER 129 LLC: Case Summary & 4 Largest Unsecured Creditors
CENTRAL PARKING: S&P Affirms Corporate Credit Rating at 'B-'
CHENIERE ENERGY: Board OKs U.K. Assignment Letter for CEO
CHRYSLER LLC: Groups Urge FTC to Require Warnings on Risks

CHRYSLER LLC: INT'L. TOOLING Wants Stay Relief to Pursue Action
CHRYSLER LLC: Intends to Reject Sun Life, et al., Leases
CHRYSLER LLC: Intends to Settle MSX's Prepetition Claim
CHRYSLER LLC: JMAC Wants Stay Lifted to Pursue Dealership Suit
CHRYSLER LLC: Motion for Access to Confidential Information

CHRYSLER LLC: New Chrysler to Sell 4 Fiat 500 Models In U.S.
CHRYSLER LLC: Proposes $1.1 Million Settlement With Wellington
CHRYSLER LLC: Skadden Arps Represents Delphi & Daimler in Case
CHRYSLER LLC: Tarbox Appeals Dealership Rejection
COMPLETE PRODUCTION: S&P Cuts Corp. Credit Rating to 'B+'

COYOTES HOCKEY: Owner Wants More Info on Jerry Reinsdorf's Bid
CR MCKINNEY: Voluntary Chapter 11 Case Summary
CROCS INC: Ronald Snyder Steps Down as Director
CRUCIBLE MATERIALS: Can Hire RAS Management as Financial Advisor
CRUCIBLE MATERIALS: Court Grants Final OK to Use DIP Financing

CRUCIBLE MATERIALS: Court Okays Duff as Investment Banker
CSWITCH INC: Fails to Start Up Chips Production; Shut Down
DALROCK/I-30: Voluntary Chapter 11 Case Summary
DISCOVER FINANCIAL: Launches Public Offering of $500MM Stock
DIXIE EXCAVATING: Case Summary & 53 Largest Unsecured Creditors

DKLC GROUP LP: Voluntary Chapter 11 Case Summary
DONALD J. SVOBODA: Case Summary & 8 Largest Unsecured Creditors
E*TRADE FINANCIAL: Moody's Keeps 'B3' Long-Term Issuer Rating
ELAN CORP: Johnson & Johnson's Deal Won't Affect S&P's B Rating
EVIDENT TECHNOLOGIES: Case Summary & 7 Largest Unsec. Creditors

EXQUISITE DESIGNS: Voluntary Chapter 11 Case Summary
FILENE'S BASEMENT: Gets Court Okay to Hire Alan Cohen as CRO
FILENE'S BASEMENT: Employs Epiq as Notice & Claims Agent
FINLAY ENTERPRISES: $1.7MM Payment Deadline Passes; Lenders Mum
FINLAY ENTERPRISES: Rohit M. Desai Steps Down as Director

FORBES ENERGY: S&P Junks Corporate Credit Rating
FLINTKOTE COMPANY: Files Supplementary Disclosure Statement
FLINTKOTE COMPANY: Plan Filing Period Extended to August 31
FORBES ENTERPRISES: Case Summary & 13 Largest Unsec. Creditors
FRANKLIN INVESTMENT GROUP: Voluntary Chapter 11 Case Summary

G-I HOLDINGS: To Reimburse Govt. $25.8MM, Fund Vermont Cleanup
GENERAL MOTORS: To Promptly Terminate Pacts with 38 Rogue Dealers
GENERAL MOTORS: Delays Filing of Form 11-K Annual Reports
GENERAL MOTORS: Seeks Denial of Panel of Asbestos Claimants
GENERAL MOTORS: To Reject Agreements with Starwood Hotels, et al.

GENERAL MOTORS: UAW Selected S. Grinski to Board of New GM
GLOBAL SAFETY: Receives $55MM Investment Bid From WL Ross
HAIGHTS CROSS: Extends Swap Offer for 2011 Notes Until July 13
HARBOR LIGHT METALS: Case Summary & 20 Largest Unsec. Creditors
HENRY MILLER: Faces Involuntary Chapter 7 Petitions

HIGHLANDS INVESTORS: Case Summary & 2 Largest Unsec. Creditors
HOLOGIC INC: S&P Raises Rating on $1.725 Billion Notes to 'BB-'
INTERTAPE POLYMER: Reports Results of Shareholders' Meeting
JAZZ PHARMACEUTICALS: Pays Interest Under Sr. Secured Notes
JH2 INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors

KAINOS PARTNERS: Files for Chapter 11 Bankruptcy Protection
KENNETH LAMAR: Case Summary & 20 Largest Unsecured Creditors
KEY ENERGY: S&P Downgrades Corporate Credit Rating to 'BB-'
LANDMARK FBO: S&P Removes 'B-' Corporate Credit Rating
LEAR CORP: Files for Ch 11 Bankruptcy; Plan Has Creditors' Okay

LEAR CORP: Seeks to Employ Kirkland & Ellis as Attorneys
LEAR CORP: Case Summary & 50 Largest Unsecured Creditors
LEHMAN BROTHERS: Related Cases Reach 667 in Hong Kong
LEHMAN BROTHERS: Short Credit, et al., Transfer Claims
LODGIAN INC: Obtains 30-Day Extension on Mortgage Pool

MAL DUNN: Chapter 11 Plan Bars State Court Suit Against Officer
MCKINNEY HOTEL CORPORATION: Voluntary Chapter 11 Case Summary
MICHIGAN STATE: Fitch Withdraws 'BB' Rating on Hospital Bonds
MILLENNIUM TRANSIT: Seeks 6th DIP Loan from James Ludvik
MILLS CUSTOM HOMES: Voluntary Chapter 11 Case Summary

MORAVIAN ASSOCIATES: Case Summary & 23 Largest Unsec. Creditors
MORGUARD REAL: S&P Affirms Corporate Credit Rating at 'BB'
MOTORSPORT AFTERMARKET: Moody's Cuts Corp. Family Rtng. to Caa2
NEW ENGLAND COLLEGE: Moody's Keeps Ba3 Rating on $4 Mil. Bonds
NEW YORK TIMES: Postpones Deadline for Boston Globe Offers

NORTEL NETWORKS: Gets Nod to Enter Into $30MM Bond Facilities
NORWOOD PROMOTIONAL: Can Access Wachovia $30 Million DIP Loan
NORWOOD PROMOTIONAL: Can Hire Mackinac as Restructuring Advisor
NORWOOD PROMOTIONAL: $183.9-Mil. Sale to Brickyard Approved
NORWOOD PROMOTIONAL: Court Establishes Aug. 11 Claims Bar Date

NORWOOD PROMOTIONAL: Obtains Final OK to Borrow from Wachovia
NORWOOD PROMOTIONAL: U.S. Trustee Appoints 5-Member Panel
NOVA CHEMICALS: Abu Dhabi Government Closes Buyout Deal
NOVA CHEMICALS: S&P Raises Corporate Credit Rating to 'B-'
NOVA HOLDING: Obtains Final OK to Borrow $2,030,000 from WestLB

OCEANAIRE INC: Files for Chapter 11 Bankruptcy Protection
OIL-E ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
OPUS WEST: Files for Chapter 11 Bankruptcy Protection
ORLEANS HOMEBUILDERS: Amends Supplemental Exec Retirement Plan
PENNBEECH LLC: Case Summary & 20 Largest Unsecured Creditors

PETILLO SPECIALTY: Case Summary & 20 Largest Unsec. Creditors
PRAMUKH HARI: Voluntary Chapter 11 Case Summary
PRIDE TRANSPORTATION: Case Summ. & 20 Largest Unsec. Creditors
PSYSTAR CORP: Seeks to Dismiss Chapter 11 Bankruptcy Case
QUANTUM CORPORATION: Moody's Raises Corp. Family Rating to 'B3'

QUEBECOR WORLD: Files 2007 & 2008 401(k) Plan Reports
QUEBECOR WORLD: Gets Nod for $750 Million Exit Financing
QUEBECOR WORLD: Proposes to Enter Into Amended GECC Lease
QUEBECOR WORLD: Reorganized Company to Be Named "Novink"
QUEBECOR WORLD: To Emerge from Bankruptcy Mid-July

REAL MEX: S&P Affirms Corporate Credit Rating at 'B-'
REBECCA BENTON: Case Summary & 20 Largest Unsecured Creditors
REMEDIATION FINANCIAL: Court Resets DS Hearing to September 1
RH DONNELLEY: Gets Court Nod to Hire Sidley Austin as Counsel
RH DONNELLEY: Wins Approval to Hire Young Conaway as Co-Counsel

RH DONNELLEY: Wins Court Nod to Hire Sitrick as Consultant
RIDGEWALK HOLDINGS: Proposes William Griffith as Counsel
ROBERT MANUFACTURING: Hires Best Best & Krieger as General Counsel
SANDIA EAST: Voluntary Chapter 11 Case Summary
SANTANO A. GALO: Voluntary Chapter 11 Case Summary

SCOTT CABLE: Chapter 11 Case Converted to Chapter 7
SEMGROUP ENERGY: Posts $1.7 Million Net Loss for 2008 Q4
SOBEYS INC: S&P Changes Outlook to Positive; Keeps 'BB+' Rating
SOUTHWESTERN ELECTRIC: Moody's Cuts Preferred Stock Rtng to Ba2
SPANISH SPRINGS: Hires Griffith & Thornburg as Bankruptcy Counsel

SPIRIT VILLAGE: Hires John M. Rice as Chapter 11 Counsel
SPIRIT VILLAGE: Files List of 6 Largest Unsecured Creditors
STANDARD BEEF: Court Okays Reorganization Plan
STAN'S FLOORING: Voluntary Chapter 15 Case Summary
STERLING MINING: Wants Plan Filing Period Extended to Dec. 2

STUDIO PARC: Real Property, Cash Still With State Receiver
STUDIO PARC: Hires Akerman Senterfitt as Bankruptcy Counsel
SUNBELT GRAIN: Court Finds No Basis for Equitable Subordination
SUPERIOR OFFSHORE: Ex-CEO Schaefer Seeks Court OK to Sue AIG
TARON DEVELOPMENT: Voluntary Chapter 11 Case Summary

TEYAB INVESTMENT: Voluntary Chapter 11 Case Summary
TIMOTHY STEEDLEY: Case Summary & 12 Largest Unsecured Creditors
THURSTON HIGHLAND: Employs Ryan Swanson as Bankruptcy Counsel
TOYS R US: Unit to Issue $950MM of Sr. Unsec. Notes Due 2017
UNISYS CORP: S&P Raises Rating on $400 Mil. Senior Notes to 'B'

UNITED ARTISTS: Court Reviews Notice to Class Action Plaintiffs
UTSTARCOM INC: Settles Merger Dispute with PCD Holdings
VAQUERO DE LOS ROBLES: Hires Beall & Burkhardt as Counsel
VELOCITY EXPRESS: Burdale Capital Issues Default Notice
VILLAGE GALLERY: Case Summary & 22 Largest Unsecured Creditors

VILLAGE OF WASHINGTON: Ch. 9 Case Summary & 20 Unsec. Creditors
VIN VENTURES: Case Summary & 12 Largest Unsecured Creditors
VISTEON CORP: Transfer of Stock Restricted to Protect NOLs
WATERWORKS INC: Design Investors Declared Winning Bidder
WCI COMMUNITIES: Files Committee-Backed Amended Chapter 11 Plan

WESTMORELAND COAL: Board Okays Amendments to Incentive Plans
WHITE HILLS: Case Summary & 4 Largest Unsecured Creditors
WOLVERINE TUBE: S&P Withdraws 'SD' Corporate Credit Rating
WOW! WORKOUT: Case Summary & 12 Largest Unsecured Creditors
WW HIDDEN LAKES: Voluntary Chapter 11 Case Summary

YONKERS RACING: Moody's Assigns 'B2' Corporate Family Rating
YONKERS RACING: S&P Assigns Corporate Credit Rating at 'B+'

* Bridge Associates Founder Anthony H. N. Schnelling Dies

* Upcoming Meetings, Conferences and Seminars

                            *********

121 WALNUT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 121 Walnut St Apartment Associates, LP
        1926 Arch Street, 4R
        Philadelphia, PA 19103

Bankruptcy Case No.: 09-14943

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: James M. Matour, Esq.
                  Hangley Aronchick Segal & Pudlin
                  One Logan Square, 27th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 496-7016
                  Email: jmatour@hangley.com

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

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

A list of the Company's 2 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/paeb09-14943.pdf

The petition was signed by Stanley Taraila, authorized
representative of the Company.


A & L PARTNERS: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A & L Partners, LLC
           dba Hurst Food Mart
        1401 W. Hurst
        Hurst, Tx 76053

Bankruptcy Case No.: 09-44029

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Total Assets: $572,000

Total Debts: $1,994,574

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

          http://bankrupt.com/misc/txnb09-44029.pdf

The petition was signed by Abdul Latif, president of the Company.


ADVANSTAR INC: S&P Junks Corporate Credit & Issue-Level Ratings
---------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit and issue-level ratings on Advanstar Inc. and related
entities.  S&P lowered the corporate credit rating to 'CCC' from
'B-'.  The outlook is negative.

S&P also lowered the issue-level ratings on subsidiary Advanstar
Communications Inc.'s $515 million first-lien facility to 'CCC'
(the same as the corporate credit rating on Advanstar Inc.) from
'B-'.  At the same time, S&P revised the recovery rating on this
debt to '4' from '3'.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.

At the same time, S&P lowered the issue-level ratings on Advanstar
Communications' $260 million second-lien term facility to 'CC'
(two notches lower than the corporate credit rating) from 'CCC'.
The recovery rating is unchanged at '6', which indicates S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

"The rating actions reflect Advanstar's weak operating
performance, thin interest coverage, and modest liquidity,"
explained Standard & Poor's credit analyst Tulip Lim.  The weak
economy has reduced ad pages in the company's magazines.  It has
also affected the retail sector and led to reduced square footage
sold at MAGIC events -- the dominant U.S. apparel industry trade
shows.  "The motorcycle and aftermarket auto parts industries have
been affected," she added, "causing sponsorship declines for the
International Motorcycle Show tour and reduced advertising
spending in the magazines."


AGRIPROCESSORS INC: Sale May be Completed Next Week
---------------------------------------------------
Nigel Duara at The Associated Press reports that Agriprocessors
Inc.'s sale is expected to be completed next week.  The AP relates
that SHF Industries has presented a $8.5 million bid for
Agriprocessors, including land, building, and some equipment at
its plant in Postville, Iowa.

As reported by the Troubled Company Reporter on June 25, 2009, Joe
Sarachek, the court-appointed trustee for Agriprocessors,
supported SHF Industries' $8.5 million offer for most of the
Company's assets.  SHF Industries needed to complete a sworn
disclosure statement disclosing any connections with any creditors
or parties in Agriprocessors' bankruptcy.

The AP states that SHF Industries took on Agriprocessors' debt at
a significantly cheaper price and would own the Company if a
bankruptcy judge agrees to the sale.

According to The AP, Mr. Sarachek said that "moving parts" remain
to be resolved in the sale process, but acknowledged that Monday's
auction clears the way for the plant to finally be sold.  The AP
relates that the auction puts all the money Agriprocessors owed
after declaring bankruptcy into one corporation.  The AP states
that the auction was for a total of $21 million in credit owed to
First Bank and MLIC Asset Holding of New York City.  The AP notes
that the pending sale would include Agriprocessors' New York and
Florida assets, which along with Iowa have served as collateral
for two loans.

Agriprocessors assets in the sale are valued at $25 million, The
AP says, citing Mr. Sarachek.

The U.S. Bankruptcy Court for the Eastern District of New York
will decide on July 15 whether to sign off on the deal, The AP
states.

The AP reports that SHF attorney Anita L. Shodeen said that she's
positive that the sale will be approved next week.

Agriprocessors' Local Pride meatpacking plant in Gordon, Nebraska,
isn't included in the sale and will be sold separately, The AP
relates.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the Company in its restructuring
effort.  In its petition, the Company listed assets of $100
million to $500 million and debts of $50 million to $100 million.


AMERICAN AXLE: May File for Bankruptcy Protection
-------------------------------------------------
J.P. Morgan said that American Axle & Manufacturing Holdings,
Inc., might be the next auto supplier to file for bankruptcy
protection, Geoffrey Rogow at The Wall Street Journal reports.

J.P. Morgan, says WSJ, sees these possibilities for American Axle:

     -- covenant extensions,

     -- aid from General Motors Corp., and

     -- CEO Dick Dauch fighting to avoid Chapter 11.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the Company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on June 11, 2009,
Fitch Ratings said its 'CCC' issuer default ratings on American
Axle & remain on Watch Negative.

According to the TCR on May 14, 2009, Moody's Investors Service
lowered American Axle's Probability of Default Rating to Caa3 from
Caa1, and its Corporate Family Rating to Ca from Caa1.  In a
related action Moody's also lowered the rating on the company's
secured bank credit facilities to Caa2 from B2, lowered the rating
on the unsecured guaranteed notes to Ca from Caa2, and lowered the
rating on the unsecured convertible notes to Ca from Caa2.  The
Speculative Grade Liquidity Rating was affirmed at SGL-4.  The
outlook is negative.

Deloitte & Touche LLP, American Axle's auditor, has raised
substantial doubt about the ability of the Company to continue as
a going concern.  Deloitte noted the significant downturn in the
domestic automotive industry which has an adverse impact on
American Axle's two largest customers.


ANDERSON HOMES: Court Sets July 23 Final Cash Collateral Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina entered its fourth order authorizing Anderson Homes,
Inc., et al., to continue using their construction lenders' cash
collateral to pay operating expenses, generally in accordance with
the budget.

A final hearing on this motion will be held at 9:30 a.m. on
July 23, 2009.

As reported in the Troubled Company Reporter on March 20, 2009,
the Construction Lenders holding liens on certain sale properties
and the approximate amounts due to each are:

                                              Amount
                                           ------------
   Bank of America                         $0.25 million
   Capital Bank                            $2.6 million
   KeySource Bank                          $1.1 million
   Paragon Commercial Bank                 $4.3 million
   RBC Centura Bank                        $2.0 million
   Regions Bank                            $4.9 million
   Wachovia Bank                           $4.8 million

In addition, certain secured creditors holding deeds of trust on
certain sale properties are James D. Goldston and William
Goldston, owed about $568,000; and Stock Building Supply, Inc.,
owed $1,562,942.

A full-text copy of the budget, attached to the Court's second
interim order dated April 24, 2009, is available at:

          http://bankrupt.com/misc/anderson.2ndorder.pdf

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shareholder is David Servoss, who is also
the president.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring efforts.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


ASSOCIATED MATERIALS: Inks Consulting Pact With Cynthia Sobe
------------------------------------------------------------
Associated Materials, LLC, on June 26, 2009, entered into an
Independent Consulting Agreement with Cynthia L. Sobe, related to
the transition of her responsibilities as Vice President - Chief
Financial Officer, Treasurer and Secretary to Stephen E. Graham,
in connection with her resignation from that office.

The Consulting Agreement provides for payment to Ms. Sobe of
$10,000 monthly for up to three days of work per calendar month,
plus $150 per hour for any additional work.  The Consulting
Agreement has a term of 90 days, effective as of July 1, 2009, and
can be extended by mutual agreement between the Company and
Ms. Sobe for additional 30-day periods.

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/-
- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

S&P says the ratings and outlook on AMH Holdings and AMI
incorporate a highly leveraged financial profile and a significant
increase in cash interest expense starting September 2009.
Following the completion of the exchange, there will be
$20 million of new senior subordinated notes due 2012 issued by
AMI in a private placement, partially offset by a reduction of
debt obligations at AMH II.


ASSOCIATED MATERIALS: Raises $18 Million in Issuance of Notes
-------------------------------------------------------------
Associated Materials, LLC, on June 26, 2009, completed its
issuance of $20.0 million principal amount of its 15% Senior
Subordinated Notes due 2012 to certain institutional investors.
Net proceeds of approximately $18 million from the sale of the New
Associated Notes, net of funding fees and other transaction
expenses, were used to repay indebtedness under Associated's
revolving credit facility.

In connection with the completion of the transaction, the Company
has entered into an Indenture, dated as of June 26, 2009, among
the Company, certain subsidiaries of the Company and Deutsche Bank
Trust Company Americas, as trustee.

The New Associated Notes will mature on July 15, 2012, and pay
interest quarterly in arrears on January 15, April 15, July 15 and
October 15.  The first interest payment date will be July 15,
2009.  The New Associated Notes are unsecured senior subordinated
obligations of the Company.

The New Associated Notes rank pari passu with the Company's
existing 9 3/4% Senior Subordinated Notes due 2012 and are
subordinated in right of payment to all unsubordinated
indebtedness of the Company.  The Company's payment obligations
under the New Associated Notes are fully and unconditionally
guaranteed, jointly and severally on a senior subordinated basis,
by its domestic wholly-owned subsidiaries: Gentek Holdings, LLC,
Gentek Building Products Inc. and Alside, Inc.  Gentek Building
Products Limited is a Canadian company and does not guarantee the
New Associated Notes.  The New Associated Notes are redeemable at
the Company's option, at an initial redemption price of 101% plus
accrued and unpaid interest to the redemption date.  This
redemption price declines to 100% on December 22, 2009.

The New Indenture contains covenants that, among other things and
subject in each case to certain specified exceptions, limit the
ability of the Company and of certain restricted subsidiaries: (i)
to incur additional indebtedness; (ii) to make restricted
payments; (iii) to incur restrictions on subsidiaries' ability to
make distributions or transfer assets to the Company; (iv) to sell
assets or stock of subsidiaries; (v) to enter into transactions
with affiliates; and (vi) to merge or consolidate with, or sell
all or substantially all assets to, a third party or undergo a
change of control.

The New Indenture provides for these events of default: (i)
default in the payment of interest, continued for 30 days; (ii)
default in the payment of principal when due; (iii) failure by the
Company to comply with its covenants, subject to applicable grace
periods; (iv) payment default after maturity, or acceleration
following other defaults, with respect to indebtedness of the
Company or any significant subsidiary exceeding a specified
threshold; (v) default with respect to any indebtedness of the
Company ranking equal or junior to the New Associated Notes, for
which all applicable grace periods have expired, which would
permit acceleration of more than a specified threshold of such
indebtedness; (vi) certain events of bankruptcy, insolvency or
reorganization with respect to the Company's indirect parent, AMH
Holdings II, Inc., AMH II's wholly owned direct subsidiary (and
the Company's indirect parent), AMH Holdings, LLC, the Company or
any significant subsidiary; (vii) certain undischarged judgments
or decrees for the payment of money exceeding a specified
threshold; and (viii) any guaranty of the New Associated Notes by
a subsidiary of the Company ceasing to be in full force and effect
for 30 days after notice or any such guarantor denying or
disaffirming its obligations under its guaranty.

If an event of default occurs, the trustee or holders of 25% or
more in aggregate principal amount of the New Associated Notes are
able to accelerate the New Associated Notes.  If an event of
default relates to certain events of bankruptcy, insolvency or
reorganization, the New Associated Notes automatically accelerate
without any further action required by the trustee or holders of
the New Associated Notes.

In the event of a change of control of the Company, holders of the
New Associated Notes have the right to require the Company to
repurchase their notes at a purchase price in cash equal to 101%
of the principal amount thereof plus accrued and unpaid interest
to the repurchase date.

Also on June 26, 2009, the Company said AMH II had completed
transactions contemplated by the Exchange Agreement, dated
June 16, 2009, pursuant to which AMH II agreed with the holders of
its 13.625% Senior Notes due 2014 to exchange all of the
outstanding Existing AMH II Notes for $20.0 million in cash and
$13.066 million original principal amount of its 20% Senior Notes
due 2014.

The New AMH II Notes will mature on December 1, 2014, and interest
on the New AMH II Notes will accrue at a rate of 20% per annum,
payable quarterly in arrears.  Such interest may either be paid in
cash or may be added to the then outstanding principal amount of
the New AMH II Notes.  The New AMH II Notes are senior unsecured
obligations of AMH II.  Covenants and events of default with
respect to the New AMH II Notes are generally similar in type to
those provided for in the New Indenture.

On June 25, 2009, AMH issued new limited liability company
interests in AMH to AMH II in exchange for $15.0 million aggregate
principal amount of the 11-1/4% Senior Discount Notes due 2014 of
AMH, which notes AMH II had previously purchased at a discount to
face value in privately negotiated transactions.

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/-
- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

S&P says the ratings and outlook on AMH Holdings and AMI
incorporate a highly leveraged financial profile and a significant
increase in cash interest expense starting September 2009.
Following the completion of the exchange, there will be $20
million of new senior subordinated notes due 2012 issued by AMI in
a private placement, partially offset by a reduction of debt
obligations at AMH II.


AVANTAIR INC: Raises $1.4 Million in Sale of Securities
-------------------------------------------------------
Avantair, Inc., on June 30, 2009, entered into Securities Purchase
Agreement with certain purchasers and sold an aggregate of 567,200
Units to the Purchasers at a price per Unit of $2.50, generating
gross proceeds of approximately $1.4 million.  Each Unit consists
of two shares of common stock and one warrant to purchase one
common share.  The warrants have an exercise price of $4.00 per
share and are exercisable until June 30, 2012, subject to
customary structural anti-dilution adjustments.  The Securities
Purchase Agreement permits the Company to sell additional Units
until July 31, 2009.

In connection with the sale of the Units, the Company has entered
into a Registration Rights Agreement with the Purchasers.  The
Registration Rights Agreement requires the Company to use its best
efforts to file an initial registration statement registering the
shares issued to the Purchasers and the shares underlying the
warrants issued to the Purchasers for resale, prior to the later
of (x) 45 days after the initial closing, which occurred on June
30, 2009, or (y) August 13, 2009.

Under the terms of the Registration Rights Agreement, the Company
is obligated to maintain the effectiveness of the resale
registration statement until all securities registered thereunder
are sold or otherwise can be sold pursuant to Rule 144, without
restriction.  No penalties will accrue for filing and
effectiveness failures, but the Company shall pay to each investor
an amount in cash each month, as partial liquidated damages, equal
to 1% of the aggregate purchase price paid by such investor for
failure to file the initial registration statement by the date
described in the Registration Rights Agreement, until the
registration statement is filed or the obligation to file the
registration statement ends.

                          About Avantair

Avantair Inc. -- http://www.avantair.com/-- is the only publicly
traded stand-alone private aircraft operator and the sole North
American provider of fractional shares and flight hour time cards
in the Piaggio Avanti aircraft.  It is headquartered in
Clearwater, Florida, with over 400 employees.  The Company offers
private travel solutions for individuals and businesses traveling
within its service area, which includes the continental United
States, Canada, the Caribbean and Mexico, at a fraction of the
cost of whole aircraft ownership. The Company currently manages a
fleet of 53 aircraft, with another 56 Piaggio Avanti aircraft on
order through 2013.

At March 31, 2009, the Company had $168,129,240 in total assets
and $189,510,594 in total liabilities, resulting in $35,887,490 in
stockholders' deficit.


BANK OF AMERICA: Hires Global Operations & Merrill Executives
-------------------------------------------------------------
Dan Fitzpatrick and Matthew Karnitschnig at The Wall Street
Journal report that Bank of America Corp. has named Stefan Selig
as executive vice chairman of its global corporate and investment
bank and Merrill veteran Steven Baronoff as chairman of global
mergers and acquisitions.

According to WSJ, Messrs. Selig and Baronoff will report to Brian
Moynihan, president of global banking and wealth management.  WSJ
notes that Messrs. Baronoff and Selig are two of the many high-
ranking bankers to be retained in recent months as BofA tries to
win over key deal makers amidst multiple executive departures.

WSJ relates that Mr. Baronoff joined Merrill in 1986 and was in
charge of the global M&A business since 2000.  He will act in his
new post as senior advisor to client and deal teams while also
pursuing deals on his own, the report says.  According to the
report, Mr. Baronoff is advising PepsiCo on its offer for bottlers
Pepsi Bottling Group and Pepsi Americas, and also provided advice
to:

    -- Proctor & Gamble Co. on its acquisition of Gillette Co.;
    -- Sara Lee on its spinoff of Hanesbrands Inc.; and
    -- Simon Property Group on its acquisition of Mills Corp.

WSJ states that Mr. Selig joined Banc of America Securities in
1999.  He was vice chairman of global investment banking and
global head of M&A before the Merrill merger, WSJ says.  He is
advising Broadcom Corp. on its hostile bid for Emulex Corp. and
Time Warner Inc.'s spinoff of AOL, according to WSJ.  Mr. Selig is
also an adviser to Limited Brands Inc., having done a number of
deals and financing arrangements for them over the past several
years, WSJ relates.  Mr. Selig, the report says, will focus on
building relationships with CEOs and board members.

                Three Analysts Join Merrill Unit

Banc of America Securities-Merrill Lynch Research has hired U.S.
Biotechnology analysts Rachel McMinn, Masha Chapman, and Sarah
Stinson as a part of plan to significantly increase the
department's industry coverage.

Ms. McMinn joins from Cowen and Company where she was a senior
biotechnology analyst since 2007.  Working with McMinn will be
Chapman and Stinson, who also join from Cowen and Company.  The
team will be based in San Francisco and will report to Michael
Rietbrock, deputy director of Banc of America Securities-Merrill
Lynch Americas Equity Research.

"We are very excited to have Rachel, Masha and Sarah join our
Healthcare team," said Steve Haggerty, head of Banc of America
Securities-Merrill Lynch Americas Equity Research.  "Biotechnology
is a sector of tremendous opportunity and interest for our clients
and these critical hires are the foundation of our plans to
increase our U.S. Biotechnology coverage footprint in 2009 and
into 2010."

Before joining Cowen and Company, McMinn worked at Piper Jaffray
Cos. since 2001.  Ms. McMinn ranked No. 3 in the 2009 Wall Street
Journal "Best of the Street" analyst survey.  Ms. McMinn earned a
bachelor's degree in chemistry from Cornell University, where she
graduated magna cum laude in 1995.  Ms. McMinn also earned a Ph.D.
in biochemistry/chemistry in 1999 from The Scripps Research
Institute.

Ms. Chapman joined Cowen and Company in May 2007. Previously,
Chapman worked at Piper Jaffray since 2005.  Ms. Chapman earned a
bachelor's degree in fundamental mathematics from Kazakhstan State
University.

Ms. Stinson joined Cowen and Company in June 2002. Before that,
she worked at Robertson Stephens for 11 years covering a variety
of industries.  Ms. Stinson earned a bachelor's degree in French
from the University of South Carolina.

        Alan Murray Joins Merrill Unit as Managing Director

Alan Murray will join Bank of America Merrill Lynch's Global
Corporate & Investment Banking business as managing director of
Energy Corporate & Investment Banking in late September.  Mr.
Murray was formerly global head of Energy M&A at Citigroup in New
York.  He will report to Scott Van Bergh, Americas head of Energy
Corporate & Investment Banking.

"Bank of America Merrill Lynch is a global leader in the energy
and power sector unmatched in scope and scale," said Mr. Van
Bergh.  "With over 25 years of extensive transaction experience,
clients look to Alan as a trusted strategic advisor based on his
considerable investment banking acumen and expertise as an
engineer.  He will be a valuable addition to our team and
underscores our commitment to this dynamic industry sector."

Mr. Murray joined Citigroup following its acquisition of
Schroders, where he was co-head of the Global Energy team.
Formerly, he headed up Schroders' European Oil and Gas team in
London.  Mr. Murray began his career with British Gas where he
held various positions in process engineering and project
analysis.

Mr. Murray has had significant experience leading transactions
involving exploration and production assets, refineries and retail
marketing networks, and has worked with many of the integrated gas
utilities around the globe.  In addition to working directly with
clients on specific transactions, Mr. Murray has served regularly
in a strategic capacity advising on a series of multi-billion
dollar acquisitions.

Mr. Murray holds an M.B.A. degree from INSEAD France from which he
graduated with distinction in 1991. He graduated from Queen's
University Belfast in 1985 with an honors degree in Chemical
Engineering.

    Limited Acceptance of California-Issued Registered Warrants

Regarding its decision to accept California state-issued
registered warrants, BofA said, "Bank of America recognizes the
State of California budget crisis will impact our clients and
customers.  To support our customers, while giving the state
legislature additional time to pass a budget, we will accept
California state-registered warrants -- or IOUs -- from existing
customers and clients. Based on state disbursement estimates, we
will accept the registered warrants through July 10.  As always,
we will work with customers who are impacted by the state budget
issues on a case-by-case basis to address their short-term needs
using our existing products and services."

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BANK OF AMERICA: To Pay $713MM in TARP Preferred Dividends
----------------------------------------------------------
Bank of America Corp.'s Board of Directors has authorized
approximately $713 million in dividend payments to the U.S.
government under the Troubled Asset Relief Program.

Dividends related to the government's investment in the Company
under TARP include:

     -- The cash dividend of $312.50 per share, or a total of
        approximately $188 million, on the Fixed Rate
        Cumulative Perpetual Preferred Stock, Series N, is
        payable on August 17, 2009, to the U.S. Department of
        the Treasury, the shareholder of record, as of July 31,
        2009.  This quarterly dividend payment relates to the
        government's $15 billion investment in Bank of America
        made under the Capital Purchase Program of TARP.

     -- The cash dividend of $312.50 per share, or a total of
        approximately $125 million, on the Fixed Rate
        Cumulative Perpetual Preferred Stock, Series Q, is
        payable on August 17, 2009, to the shareholder of
        record, the Treasury Department, as of July 31, 2009.
        This quarterly dividend payment relates to the
        government's $10 billion investment in Merrill Lynch &
        Co., Inc., made under the Capital Purchase Program of
        TARP.

     -- The cash dividend of $500 per share, or a total of
        approximately $400 million, on the Fixed Rate
        Cumulative Perpetual Preferred Stock, Series R, is
        payable on August 17, 2009, to the shareholder of
        record, the Treasury Department, as of July 31, 2009.
        This quarterly dividend payment relates to the
        government's $20 billion investment in Bank of America
        on January 16, 2009, under TARP.

The board of directors also authorized these dividends on Bank of
America preferred stock:

     -- A quarterly cash dividend of $0.38775 per depositary
        share on the 6.204 percent Non-Cumulative Preferred
        Stock, Series D, is payable on September 14, 2009, to
        shareholders of record as of August 31, 2009.

     -- A quarterly cash dividend of $0.255560 per depositary
        share on the Floating Rate Non-Cumulative Preferred
        Stock, Series E, is payable on August 17, 2009, to
        shareholders of record as of July 31, 2009.

     -- A quarterly cash dividend of $0.5125 per depositary
        share on the 8.20 percent Non-Cumulative Preferred
        Stock, Series H, is payable on August 3, 2009, to
        shareholders of record as of July 15, 2009.

     -- A quarterly cash dividend of $0.4140625 per depositary
        share on the 6.625 percent Non-Cumulative Preferred
        Stock, Series I, is payable on October 1, 2009, to
        shareholders of record as of September 15, 2009.

     -- A quarterly cash dividend of $0.453125 per depositary
        share on the 7.25 percent Non-Cumulative Preferred
        Stock, Series J, is payable on August 3, 2009, to
        shareholders of record as of July 15, 2009.

     -- A semi-annual cash dividend of $40.00 per depositary
        share on the Fixed-to-Floating Rate Non-Cumulative
        Preferred Stock, Series K, is payable July 30, 2009, to
        shareholders of record as of July 15, 2009.

     -- A quarterly cash dividend of $0.19167 per depositary
        share on the Floating Rate Non-Cumulative Preferred
        Stock, Series 1, is payable on August 28, 2009, to
        shareholders of record as of August 15, 2009.

     -- A quarterly cash dividend of $0.19167 per depositary
        share on the Floating Rate Non-Cumulative Preferred
        Stock, Series 2, is payable on August 28, 2009, to
        shareholders of record as of August 15, 2009.

     -- A quarterly cash dividend of $0.3984375 per depositary
        share on the 6.375 percent Non-Cumulative Preferred
        Stock, Series 3, is payable on August 28, 2009, to
        shareholders of record as of August 15, 2009.

     -- A quarterly cash dividend of $0.255560 per depositary
        share on the Floating Rate Non-Cumulative Preferred
        Stock, Series 4, is payable on August 28, 2009, to
        shareholders of record as of August 15, 2009.

     -- A quarterly cash dividend of $0.255560 per depositary
        share on the Floating Rate Non-Cumulative Preferred
        Stock, Series 5, is payable on August 21, 2009, to
        shareholders of record as of August 1, 2009.

     -- A quarterly cash dividend of $0.418750 per depositary
        share on the 6.70 percent Non-Cumulative Perpetual
        Preferred Stock, Series 6, is payable on September 30,
        2009, to shareholders of record as of September 15,
        2009.

     -- A quarterly cash dividend of $0.390625 per depositary
        share on the 6.25 percent Non-Cumulative Perpetual
        Preferred Stock, Series 7, is payable on September 30,
        2009, to shareholders of record as of September 15,
        2009.

     -- A quarterly cash dividend of $0.5390625 per depositary
        share on the 8.625 percent Non-Cumulative Preferred
        Stock, Series 8, is payable on August 28, 2009, to
        shareholders of record as of August 15, 2009.

The Merrill Lynch board of directors declared these dividends on
Merrill Lynch preferred stock:

     -- A quarterly cash dividend of $2,250 per share on the
        Merrill Lynch 9 percent Non-Voting Mandatory
        Convertible Non-Cumulative Preferred Stock, Series 2,
        is payable on August 28, 2009, to shareholders of
        record as of August 15, 2009.

     -- A quarterly cash dividend of $2,250 per share on the
        Merrill Lynch 9 percent Non-Voting Mandatory
        Convertible Non-Cumulative Preferred Stock, Series 3,
        is payable on August 28, 2009, to shareholders of
        record as of August 15, 2009.

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BANKUNITED FINANCIAL: Restricts Equity Trading to Save NOLs
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
issued a ruling approving trading procedures and restrictions on
certain transfers of interests in BankUnited Financial Corporation
and its affiliates.

On June 30, 2009, the Court, upon the motion of the Debtors,
entered a final order (i) finding that the Debtors' interests in
BU's consolidated net operating loss carryforwards and certain
other tax attributes are property of the Debtors' estates and are
protected by section 362(a) of the Bankruptcy Code (ii) finding
that trading in BUFC Equity Securities could severely limit the
Debtors' ability to use the Tax Attributes for purposes of title
26 of the United States Code; and (iii) approving the procedures
to preserve the Tax Attributes pursuant to Sections 105(a) and
362(a) of the Bankruptcy Code.  Any acquisition, disposition or
other transfer in violation of the restrictions will be null and
void ab initio as an act in violation of the automatic stay under
Sections 105(a) and 362 of the Bankruptcy Code.

These are the procedures and restrictions that have been approved
by the Court and which will apply to holding and trading in BUFC
Equity Securities:

(1) Definitions. For purposes of this Final Order:

     a) BUFC Equity Securities.  "BUFC Equity Securities" will
        mean the following securities issued by BUFC: (i) Class
        A Common Stock; (ii) Class B Common Stock; (iii)
        Noncumulative Convertible Preferred Stock, Series B,
        (iv) $184 million 6.75% HiMEDS Units issued 2007 (the
        HiMEDS Units).  For the avoidance of doubt, by
        operation of the definition of beneficial ownership, an
        owner of an Option to acquire BUFC Equity Securities
        may be treated as the owner of such BUFC Equity
        Securities.

     b) Substantial Equityholder.  A "Substantial Equityholder"
        is any person or entity that beneficially owns at
        least:

         (i) 4.75% of all issued and outstanding shares of
             BUFC's Class A Common Stock;

        (ii) 4.75% of all issued and outstanding shares of
             BUFC's Class B Common Stock;

       (iii) 4.75% of all issued and outstanding shares of
             BUFC's Noncumulative Convertible Preferred Stock,
             Series B;

        (iv) 4.75% of all issued and outstanding units of
             BUFC's HiMEDS Units; or

         (v) any combination of the foregoing BUFC Equity
             Securities identified in (b)(i) through (b)(iv)
             that, upon purchase, sale, or conversion, would in
             the aggregate constitute 4.75% of the issued and
             outstanding shares of either BUFC's Class A Common
             Stock, Class B Common Stock, or both.

     c) Beneficial Ownership.  "Beneficial ownership" (or any
        variation thereof of BUFC Equity Securities and Options
        to acquire BUFC Equity Securities) will be determined
        in accordance with applicable rules under section 382
        of the Tax Code, the U.S. Department of Treasury
        regulations (Treasury Regulations) promulgated
        thereunder and rulings issued by the Internal Revenue
        Service, and, thus, to the extent provided in
        those rules, from time to time will include, without
        limitation, (i) direct and indirect ownership (e.g., a
        holding company would be considered to beneficially own
        all stock owned or acquired by its subsidiaries),
        (ii) ownership by a holder's family members and any
        group of persons acting pursuant to a formal or
        informal understanding to make a coordinated
        acquisition of stock and (iii) in certain cases, the
        ownership of an Option to acquire BUFC Equity
        Securities, but not including BUFC's Senior Convertible
        Notes.

     d) Option.  An "Option" to acquire stock includes any
        contingent purchase, warrant, convertible debt, put,
        stock subject to risk of forfeiture, contract to
        acquire stock, or similar interest regardless of
        whether it is contingent or otherwise not currently
        exercisable.

(2) Notice of Substantial BUFC Equity Securities Ownership.
     Any person or entity that beneficially owns, at any time
     on or after May 22, 2009, BUFC Equity Securities in an
     amount sufficient to qualify such person or entity as a
     Substantial Equityholder will file with the Court, and
     serve upon counsel for the Debtors and counsel for the
     Creditors' Committee, a Notice of Substantial Stock
     Ownership (a Substantial Ownership Notice) specifically
     and in detail describing the BUFC Equity Securities
     ownership of such person or entity, on or before the date
     that is the later of: (a) 10 days after the entry of this
     Final Order or (b) 10 days after that person or entity
     qualifies as a Substantial Equityholder.  Should the
     holder elect to include such holder's taxpayer
     identification, the holder must do so in accordance with
     applicable federal privacy laws.

(3) Acquisition of BUFC Equity Securities or Options.  At
     least 20 calendar days before the proposed date of any
     transfer of equity securities (including Options, to
     acquire such securities) that would result in an increase
     in the amount of BUFC Equity Securities beneficially owned
     by any person or entity that currently is or becomes a
     Substantial Equityholder or that would result in a person
     or entity becoming a Substantial Equityholder (a Proposed
     Equity Acquisition Transaction), such person, entity or
     Substantial Equityholder (a Proposed Equity Transferee)
     will file with the Court, and serve upon counsel for the
     Debtors and counsel for the Creditors' Committee, a Notice
     of Intent to Purchase, Acquire or Otherwise Accumulate
     BUFC Equity Securities (an Equity Acquisition Notice)
     specifically and in detail describing the proposed
     transaction in which BUFC Equity Securities would be
     acquired.  Should the holder elect to include such
     holder's taxpayer identification, the holder must do so in
     accordance with applicable federal privacy laws.

(4) Disposition of BUFC Equity Securities or Options.  At
     least 20 calendar days prior to the proposed date of any
     transfer of equity securities (including Options to
     acquire such securities) that would result in a decrease
     in the amount of BUFC Equity Securities beneficially
     owned by a Substantial Equityholder or that would result
     in a person or entity ceasing to be a Substantial
     Equityholder (a "Proposed Equity Disposition Transaction"
     and together with a Proposed Equity Acquisition
     Transaction, a "Proposed Equity Transaction"), such
     person, entity or Substantial Equityholder (a Proposed
     Equity Transferor) will file with the Court, and serve
     upon the counsel for the Debtors and counsel for the
     Creditors' Committee, a Notice of Intent to Sell, Trade or
     Otherwise Transfer BUFC Equity Securities (an Equity
     Disposition Notice) specifically and in detail describing
     the proposed transaction in which BUFC Equity Securities
     would be transferred.  Should the holder elect to include
     such holder's taxpayer identification, the holder must do
     so in accordance with applicable federal privacy laws.

(5) Objection Procedures.  The Debtors and the Creditors
     Committee will have 15 calendar days after the filing of
     an Equity Acquisition Notice or an Equity Disposition
     Notice (the Equity Objection Deadline), as the case may
     be, to file with the Court and serve on a Proposed Equity
     Transferee or a Proposed Equity Transferor, as the case
     may be, an objection to any proposed transfer of BUFC
     Equity Securities described in such Equity Acquisition
     Notice or Equity Disposition Notice on the grounds that
     such transfer may adversely affect the Debtors' ability to
     utilize the Tax Attributes (an Equity Objection) as a
     result of an ownership change under Section 382 or Section
     383 of the Tax Code.

     a) If the Debtors or the Creditors Committee file an
        Equity Objection by the Equity Objection Deadline, then
        the Proposed Equity Acquisition Transaction or Proposed
        Equity Disposition Transaction will not be effective
        unless approved by a final and non-appealable order of
        the Court.

     b) If the Debtors or the Creditors Committee do not file
        an Equity Objection by the Equity Objection Deadline,
        or if the Debtors and the Creditors' Committee provide
        written authorization to the Proposed Equity Transferor
        approving the Proposed Equity Acquisition Transaction
        or the Proposed Equity Disposition Transaction, as the
        case may be, before the Equity Objection Deadline, then
        such Proposed Equity Acquisition Transaction or the
        Proposed Equity Disposition Transaction, as the case
        may be, may proceed solely as specifically described in
        the Equity Acquisition Notice or the Equity Disposition
        Notice.  Any further Proposed Equity Transaction
        proposed by the Proposed Equity Transferor or Proposed
        Equity Transferee, as the case may be, will be the
        subject of additional notices as set forth herein and
        an additional 20 calendar day waiting period.

(6) Unauthorized Transactions in BUFC Equity Securities or
     Options.  Effective as of May 22, 2009, and until further
     order of the Court to the contrary, any acquisition,
     disposition or other transfer of BUFC Equity Securities in
     violation of the procedures set forth herein will be null
     and void ab initio as an act in violation of the automatic
     stay under Sections 362 and 105(a) of the Bankruptcy Code.

(7) The Debtors, in consultation with the Creditors' Committee
     (with a reasonable opportunity to consider a request), may
     waive, in writing, any and all restrictions, stays, and
     notification procedures contained in this Final Order.

The Substantial Ownership Notice, the Equity Acquisition Notice,
and the Equity Disposition Notice may be obtained upon request
made to Karina Dominguez by telephone, (305)-579-7743, or by e-
mail, dominguezk@gtlaw.com.

               About BankUnited Financial Corporation

BankUnited Financial Corporation -- http://www.bankunited.com/--
was the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of
May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 21 appointed three creditors to serve
on the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.

The Debtors' financial condition as of March 31, 2009, showed
total assets of $37,729,520 and total debts of $559,740,185.  The
Debtors have $237,261,000 trust preferred securities, $120,000,000
convertible subordinated senior notes, $12,500,000 junior
subordinated debentures, and $184,000,000 convertible subordinated
senior HiMEDS.  The Debtors listed 1,226,853 noncumulative
convertible preferred stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BASE HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Base Holdings, LLC
        8008 Cedar Springs, Suite 301
        Dallas, TX 75235

Bankruptcy Case No.: 09-34269

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Davor Rukavina, Esq.
                  Munsch, Hardt, Kopf & Harr
                  500 N. Akard Street, Suite 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359
                  Email: drukavina@munsch.com

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

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

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

The petition was signed by Gilbert Aranza, president of the
Company.


BEECHWOOD MOUNTAIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Beechwood Mountain Realty LLC

        500 Broadway

        Brooklyn, NY 11211

Bankruptcy Case No.: 09-44429

Chapter 11 Petition Date: May 28, 2009

Court: Eastern District of New York

Judge: Elizabeth S. Stong

Debtor's Counsel: Kevin J Nash, Esq.

                  Goldberg Weprin Finkel Goldstein LLP

                  1501 Broadway, 22nd Floor

                  New York, NY 10036

                  Tel: (212) 301-6944

                  Fax: (212) 422-6836

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of its largest unsecured creditors.

The petition was signed by Alex Gross, managing member.


BIOLOGICA INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Biologica Inc.
        1108 Fremont Avenue
        South Pasadena, CA 91030

Bankruptcy Case No.: 09-27075

Chapter 11 Petition Date: June 29, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Blvd, Ste 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707
                  Email: emails@foxlaw.com

Total Assets: $1,352,884

Total Debts: $3,772,185

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

          http://bankrupt.com/misc/cacb09-27075.pdf

The petition was signed by Roberto Tostado, president of the
Company.


CARAUSTAR INDUSTRIES: Nasdaq Delists Stock Effective July 13
------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Caraustar Industries, Inc., effective
at the opening of the trading session on July 13, 2009.

Based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rules 5100, 5110(b)
and IM-5100-1.  The Company was notified of the Staffs
determination on June 2, 2009.

The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on June 11, 2009.

                    About Caraustar Industries

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

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

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


CENTER 129 LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Center 129, LLC
        P.O. Box 65
        Oak Island, NC 28465

Bankruptcy Case No.: 09-05603

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

Total Assets: $1,555,400

Total Debts: $1,600,376

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/nceb09-05603.pdf

The petition was signed by John Hamilton, member-manager of the
Company.


CENTRAL PARKING: S&P Affirms Corporate Credit Rating at 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all the
ratings for Nashville-based Central Parking Corp., including its
'B-' corporate credit rating.  At the same time, S&P removed all
of the company's ratings from CreditWatch, where they were placed
on March 24, 2009, with negative implications due to concerns
about the company's performance, extension of the CMBS debt
maturity, and future covenant compliance.  The outlook is
negative.  Approximately $438 million of total debt was
outstanding at CPC as of March 31, 2009.

The affirmation follows the extension of CPC's property company's
CMBS debt maturity for one year to June 2010, and financial
covenant cushion on the company's operating company that is
currently adequate.  The negative outlook reflects S&P's belief
that Opco could be challenged to comply with its leverage covenant
in early 2010, which continues to step down, and risks related to
the short one-year maturity profile of the Propco CMBS debt under
weak economic, commercial mortgage, and financial market
conditions, particularly in New York City, where much of its
assets are located.

"Reduced demand for parking spaces associated with increased
unemployment and generally poor economic conditions have resulted
in about a mid-single-digit comparable revenue decline over the
past several quarters," said Standard & Poor's credit analyst
Gerald Phelan, "which has substantially reduced parking revenue
and EBITDA."


CHENIERE ENERGY: Board OKs U.K. Assignment Letter for CEO
---------------------------------------------------------
The independent directors of the Board of Directors of Cheniere
Energy, Inc., on June 30, 2009, approved a U.K. Assignment Letter
on behalf of the Company and Cheniere Supply & Marketing, Inc., a
wholly owned subsidiary of the Company, for Charif Souki.

Mr. Souki serves as Chairman, Chief Executive Officer and
President of the Company and will retain such positions with the
Company.  Pursuant to the U.K. Assignment Letter, a portion of
Mr. Souki's time will be spent in London commencing July 1, 2009.
The assignment is expected to last one year but may be extended
for additional 12-month periods not to exceed a total of three
years.  The assignment is anticipated to enhance Mr. Souki's
ability to conduct domestic and international operations on behalf
of the Company and Cheniere Supply & Marketing more efficiently
from a time and cost perspective.

During the assignment, Mr. Souki will spend a portion of his time
traveling internationally in order to assist Cheniere Supply &
Marketing in pursuing long-term arrangements to secure LNG supply.
Mr. Souki will be paid on a dual payroll basis whereby he will be
paid in both the U.S. and the U.K.  The amount of Mr. Souki's
existing annual base salary anticipated to be allocated to his
assignment in the U.K. is $216,000 and will be converted to
British Pounds Sterling paid on a monthly basis through the
Company's U.K. payroll.

During the assignment, Mr. Souki will receive an annual allowance
for temporary living arrangements in the U.K. in the amount of
GBP122,000.  The U.K. Allowance will be paid in 12 equal monthly
installments and will not be included in his base salary for
purposes of determining annual bonus awards.

If the assignment is extended, the amount of the U.K. Allowance
will be reviewed annually by the Compensation Committee to
determine if adjustments need to be made based on inflation.  The
Company will be responsible for direct payment of a finder's fee
for living arrangements in the U.K. up to a maximum of GBP10,000
and all fees, including reasonable legal fees, for preparation and
obtainment of the proper work clearances in the U.K.  Mr. Souki
will be responsible for the payment of his individual tax
liabilities in both the U.S. and the U.K. and for filing all
necessary tax returns.

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

As of March 31, 2009, Cheniere had $2.89 billion in total assets,
$3.33 billion in total liabilities and $238.9 million in non-
controlling interests, resulting in $683.9 million in
stockholder's deficit and $444.9 million in total deficit.


CHRYSLER LLC: Groups Urge FTC to Require Warnings on Risks
----------------------------------------------------------
Consumer groups filed a petition before the Federal Trade
Commission on July 2, 2009, requiring that Chrysler LLC vehicles
display stickers warning prospective buyers of liability risks,
The Washington Post reports.

Consumer Action, the Center for Auto Safety, the Center for
Justice and Democracy, Consumers for Auto Reliability and Safety
and the National Consumers League asked FTC to amend the "used car
rule," which mandates window stickers that disclose purchasing and
warranty information, the report said.

The groups also reportedly proposed adding a warning that reads:
"This vehicle was produced prior to the date when the Chrysler
bankruptcy was approved.  If you buy this vehicle and are injured
or killed, even if your injuries were caused by the manufacturer,
you or your survivors will not be able to recover your losses by
taking action against the manufacturer.  If your passengers are
injured or killed, even if their injuries were caused by the
manufacturer, they and their survivors will not be able to recover
their losses by taking action against the manufacturer."

The groups' petition came after Chrysler LLC shed its obligation
for product liability claims on vehicles produced before May 30,
2009, when most of its assets were sold to a new company formed by
Italy-based automaker Fiat S.p.A. under their deal.

Chrysler LLC criticized the petition, saying the consumer groups
failed to uncover a "systemic defect that requires disclosure."

"Freeing a company from vexatious litigation is part of the
bankruptcy process and a means of assuring the company's viability
going forward," The Washington Post quoted Chrysler spokesman
Michael Palese as saying.

Steven Baker, director of FTC's Midwest region, said that they
take the petition "very seriously and will be giving it a hard
look."

                        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: INT'L. TOOLING Wants Stay Relief to Pursue Action
---------------------------------------------------------------
International Tooling Solutions LLC seeks the U.S. Bankruptcy
Court for the Southern District of New York's permission to bring
a lawsuit against Chrysler LLC and its affiliates.

The company is set to file the lawsuit in a state court in
Michigan to foreclose its lien on tools, which it manufactured for
Radar Industries Inc., the Debtors' supplier.  The Debtors are
allegedly the owner of those tools.

International Tooling demands payment of $309,340 for its
services.

The hearing to consider approval of the request is scheduled for
July 30, 2009.  Creditors and other concerned parties have until
July 23, 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: Intends to Reject Sun Life, et al., Leases
--------------------------------------------------------
Chrysler LLC and its affiliated debtors seek approval of the U.S.
Bankruptcy Court for the Southern District of New York to reject
these unexpired nonresidential real property leases:

  Lease                    Nondebtor Party       Debtor Party
  -----                    ---------------      ---------------
Agreement of Lease        Sun Life Assurance    DaimlerChrysler
                          Company of Canada     Motors Company

Industrial Gross Lease    Ashley Brownstone     Daimler Chrysler
                          North LLC             Corporation

Lease Agreement for       Billipp/Northpark     Chrysler Motor
Chrysler Training         Partnership No. 1     Corporation
Facility                  L.P.

Lease Agreement for West  West Glen Development  DaimlerChrysler
Glen Corporate Center     I LLC                  Motors Corp.

The Debtors say the leases are neither necessary nor valuable to
their estates and will not be assumed and assigned under their
deal with Italy-based automaker, Fiat S.p.A.

                        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: Intends to Settle MSX's Prepetition Claim
-------------------------------------------------------
Chrysler LLC and its debtor affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve their
compromise and settlement of certain prepetition claims of MSX
International, Inc., relating to the assumption and assignment of
prepetition contracts between them pursuant to Rule 9019(a) of the
Federal Rules of Bankruptcy Procedure.

Old Carco LLC, formerly known as Chrysler LLC, designated its
prepetition contracts and agreements with MSX for assumption and
assignment to Chrysler Group LLC pursuant to the Court-approved
bidding procedures.

Old Chrysler and MSX subsequently entered into a cure letter
agreement, pursuant to which they agreed (i) that the amount
necessary to cure prepetition defaults was $0, and (ii) on certain
trade terms going forward.  They also agreed that MSX would make a
lump sum payment of $9.7 million to resolve certain prepetition
claims.

Albert Togut, Esq., at Togut Segal & Segal LLP, in New York, tells
the Court that the MSX settlement resolves several issues between
the parties, including MSX withholding money from Old Chrysler to
cover MSX's perceived risks due to the state of Old Chrysler and
risks associated with a "rapid remit" component of its service
contract business.

A hearing to consider the settlement will be held on July 16,
2009, at 10:00 a.m.

                        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: JMAC Wants Stay Lifted to Pursue Dealership Suit
--------------------------------------------------------------
James Marsh American Corporation asks the Court to lift the
automatic stay to permit an administrative law judge to issue a
ruling on a case it brought against Chrysler LLC.

JMAC filed on June 18, 2007, a request for administrative hearing
and protest, challenging Chrysler's termination of their
dealership agreement.  It culminated in a four-day trial held
before Nevada Administrative Law Judge Toni Boone in June 2008.

Chrysler, to recall, sought court approval to reject 789
dealership agreements as part of the sale of its assets to Italy-
based automaker Fiat S.p.A.  The rejection was approved by the
Court on June 9, 2009.

JMAC says in court papers that its claims stemming from the 2007
proceeding are non-bankruptcy claims based exclusively on Nevada's
automobile franchise dealer law.  The dealer further says that the
only action left to be made in the proceeding is Judge Boone's
ruling, which is stayed by the bankruptcy protection.

                        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: Motion for Access to Confidential Information
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Chrysler LLC's
case asks the U.S. Bankruptcy Court for the Southern District of
New York to approve a stipulation with the Debtors regarding
creditors' access to confidential and privileged information.

The stipulation generally prohibits the Creditors Committee to
provide or disclose non-public information, which it receives from
the Debtors or their representatives to anybody except in
accordance with the provisions of the stipulation.

Non-public information includes confidential, proprietary
information concerning the Debtors or the Creditors Committee, and
other information, which if disclosed, would constitute a waiver
of attorney-client, work-product and other privileges of the
Creditors' Committee.

The stipulation also clarifies the Creditors Committee's duties
and obligations to provide the unsecured creditors access to
information, and provides for the implementation of a set of
protocols governing the dissemination of the information to those
creditors.  A copy of the stipulation is available without charge
at http://bankrupt.com/misc/ChryslerStipulationCommittee.pdf

                 KCC as Web site Agent

The Creditors Committee also seeks court approval to employ
Kurtzman Carson Consultants LLC, as its Web site administration
agent.

As administration agent, Kurtzman is tasked to establish and
maintain an internet-accessed webpage that provides non-
confidential information to creditors, and assist in the
implementation of the protocols.

Kurtzman will be paid of its services by the Debtors based on its
fee structure.  For consulting services, its personnel will be
paid at these hourly rates:

  Senior Managing Consultant           $295 - $325
  Senior Consultant                    $255 - $275
  Consultant                           $165 - $245
  Technology/Programming Consultant    $145 - $195
  Project Specialist                    $80 - $140
  Clerical                               $45 - $65

The company will also be paid of its other services and will be
reimbursed of its expenses.

The hearing to consider approval of the Creditors Committee's
request is scheduled for July 16, 2009.  Creditors and other
concerned parties have until July 13, 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: New Chrysler to Sell 4 Fiat 500 Models In U.S.
------------------------------------------------------------
Chief Executive Sergio Marchionne said Chrysler Group LLC will
sell four models of Fiat's 500 subcompact in the U.S., Bloomberg
reports.

In an interview with Bloomberg, Mr. Marchionne disclosed Chrysler
Group's plan to sell a convertible, wagon and sporty version
called the "Abarth" in addition to the four-seat subcompact in the
U.S.

"All of those cars will be coming to the U.S.  Fiat will be known
in the U.S. purely in terms of its 500 car," Bloomberg quoted Mr.
Marchionne as saying.  While the base 500 will go on sale next
year, Mr. Marchionne did not say when the other models will be
available.

In Europe, Fiat's small car can be equipped with a 1.2-liter or
1.4-liter four-cylinder engine or a 1.3-liter turbo diesel.  The
1.4-liter engine variant gets a combined, city-highway average of
36 miles per gallon under European regulatory standards, says the
report.

"Its biggest impact will be to spark interest in bringing people
back into the dealerships.  Given the fact that it is an unusual
car and quirky and cute, it is a good car for them," Bloomberg
quoted Aaron Bragman, an analyst with IHS Global Insight Inc., as
saying.

                        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 $1.1 Million Settlement With Wellington
--------------------------------------------------------------
Chrysler LLC and it affiliated debtors ask the Court to approve a
settlement with their supplier Wellington Industries Inc.

Under the deal, Chrysler agreed to pay $1.1 million as settlement
for the claim Wellington asserts against the automaker under their
supply contract.  In return, Wellington agreed to deliver the
tools it manufactured for Chrysler to the automaker's new
supplier.

The companies also agreed to release each other from all claims
except for some claims for tools that were not delivered to
Chrysler and were improperly disposed of by Wellington.

                        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: Skadden Arps Represents Delphi & Daimler in Case
--------------------------------------------------------------
Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, relates that her firm represents
these parties in the Debtors' Chapter 11 cases:

  (1) AutoNation, Inc.
      110 S.E. 6th Street
      Fort Lauderdale, Florida 33301-5000

  (2) Delphi Corporation
      5725 Delphi Drive
      Troy, Michigan 48908-2815

  (3) Daimler AG, Mercedes-Benz USA, LLC
      Mercedesstr. 137
      70327 Stuttgart
      Germany

                        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: Tarbox Appeals Dealership Rejection
-------------------------------------------------
Tarbox Motors Inc. and Tarbox Chrysler Jeep LLC, ask the U.S.
District Court for the Southern District of New York to determine
whether the Bankruptcy Court:

  (1) correctly interpreted, applied and decided the facts in
      the case and the law including provisions of the
      Bankruptcy Code, in its June 9, 2009 sale order, and in
      its later June 19, 2009 opinion;

  (2) was correct in ruling that Section 365 of the Bankruptcy
      Code preempts and reigns supreme over the Rhode Island
      dealer statutes and state law rights held by the
      appellants, and in ruling that the appellants lost their
      statutory and other state law rights through a Section 365
      rejection of the franchise agreement, even though the
      rejections did not terminate the agreements;

  (3) was correct in its consideration of the evidence and
      finding that the Debtors met their burden of proof under
      the business judgment standard in finding that the
      decision to reject the appellants' franchise agreements
      was rationally made in good faith and that the decisions
      were not retaliatory nor otherwise in bad faith; and

  (4) whether the Bankruptcy Court otherwise committed
      reversible error in or through its June 9, 2009 order and
      the June 19, 2009 opinion.

Chrysler, to recall, sought court approval to reject 789
dealership agreements as part of the sale of its assets to Italy-
based automaker Fiat S.p.A.  The rejection was approved by the
Court on June 9, 2009.

                        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)


COMPLETE PRODUCTION: S&P Cuts Corp. Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Key
Energy Services Inc., Complete Production Services, and Forbes
Energy Services LLC.

"The rating actions primarily reflect S&P's expectations that
industry conditions, particularly natural gas, will remain weak
for the rest of the year and possibly well into 2010, continuing
to constrain an already weak financial performance," said Standard
& Poor's credit analyst Thomas Watters.

                     Key Energy Services Inc.

S&P lowered its corporate credit rating on Key Energy Services
'BB-' from ' BB'.  The outlook is negative.  The rating action
reflects S&P's concern that near-term fundamentals for the well-
servicing industry, particularly natural gas-related activity,
could weaken further in the second half of 2009 and possibly
remain weak well into next year.  Rapid and severe spending cuts
by the E&P sector have led to dramatic falls in earnings across
the sector.  Although Key could benefit from improving crude oil
prices, S&P remains concerned about the sustainability of recent
price increases and the willingness of E&P companies to
meaningfully expand oil drilling and servicing spending in the
near term.  As such, S&P expects Key's financial measures to be
below expectations.  S&P could lower ratings further if earnings
fail to stabilize in the second half of 2009, and expectations for
liquidity and financial measures continue to weaken.

                   Complete Production Services

S&P lowered the corporate credit rating on Complete Production
Services to 'B+' from 'BB-'; the outlook is negative.  At the same
time S&P lowered the issue-level ratings on Complete's
$650 million 8% senior notes to 'B+' from 'BB-'.  The recovery
rating on this debt remains at '3', indicating S&P's expectations
of 50%-70% recovery of principal in a payment default.  The
downgrade reflects S&P's expectation that Complete's operational
and financial performance will continue to decline because of the
company's exposure to the North American oil and gas market.  The
company's financial performance for 2009 will be very weak.  S&P
expects industry conditions, particularly with respect to natural
gas, could possibly remain weak well into 2010.  Also, as poor
industry conditions and weak gas prices persist through 2009 and
EBITDA continues to drop quarter over quarter, Complete could face
covenant issues, particularly with respect to its maximum total
debt to EBITDA covenant of 3x.  Weak operating performance for
several quarters, tightening liquidity, or breach of financial
covenants could warrant a downgrade.

                    Forbes Energy Services LLC

S&P lowered its corporate credit rating on Forbes Energy Services
to 'CCC+' from 'B'.  The outlook is negative.  The rating action
reflects the company's thin interest expense coverage, and S&P's
concern about Forbes' ability to generate adequate cash flows to
meet debt service requirements without a near-term recovery in the
well-services industry.  S&P expects 2009 adjusted EBITDA coverage
of interest expense to average a very weak 1.5x, leaving little
cushion to further earnings declines.  Given annualized first-
quarter adjusted EBITDA of about $35 million, annual interest
expense of about $25 million and $10 million of required debt
repayment in 2009, Forbes' ability to maintain adequate cash flow
and liquidity to fund debt service requirements beyond 2009 is
suspect.  Additionally, given its small market share relative to
rated peers Key Energy, Basic Energy Services Inc., and Complete
Production Services, Forbes' ability to benefit from any recovery
in utilization levels could lag peers.

                            Rating List

                          Ratings Lowered

                      Key Energy Services Inc.

Corporate Credit Rating       BB-/Negative/--  BB/Negative/--

                   Complete Production Services

Corporate Credit Rating        B+/Negative/--   BB-/Negative/--
Senior Notes                   B+               BB-
  Recovery Rating              3                3

                    Forbes Energy Services LLC

Corporate Credit Rating     CCC+/Negative/--     B/Negative/--


COYOTES HOCKEY: Owner Wants More Info on Jerry Reinsdorf's Bid
--------------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that Phoenix
Coyotes owner Jerry Moyes' lawyers are asking the U.S. Bankruptcy
Court for the District of Arizona to require more information on
Jerry Reinsdorf's $148 million bid for the team.

According to Business Journal, Mr. Moyes is also seeking
information from Mr. Reinsdorf's business partners and the
National Hockey League regarding the bid.  Business Journal states
that the Reinsdorf ownership team includes Phoenix attorney John
Kaites and sports executive Tony Tavares.

As reported by the Troubled Company Reporter on July 2, 2009, the
NHL is supporting Mr. Reinsdorf's bid.  Mr. Reinsdorf offered $148
million to keep the Phoenix Coyotes team in Glendale, Arizona.
Mr. Reinsdorf's bid would challenge one from Jim Balsillie, co-
chief executive officer of Blackberry-maker Research In Motion
Ltd., who has offered $212.5 million on the condition he's allowed
to move the team to Canada.

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and $500
million.

Jim Balsillie, Research in Motion Ltd.'s co-chief executive
officer, offered to buy the Phoenix Coyotes for $212 million and
move the NHL team to Hamilton, Ontario, and the League balked at
the relocation proposal.  Mr. Balsillie was unsuccessful in 2007
when he attempted to buy and relocate the Nashville Predators, and
lost a similar bid in 2006 to buy and relocate the Pittsburgh
Penguins.


CR MCKINNEY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: CR McKinney Holdings, LP
        1710 Dallas Parkway, Suite 222
        Dallas, TX 75248

Bankruptcy Case No.: 09-34361

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

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

The petition was signed by Clint Norton.


CROCS INC: Ronald Snyder Steps Down as Director
-----------------------------------------------
Ronald R. Snyder resigned as a member of the Board of Directors of
Crocs, Inc., effective June 30, 2009.  Mr. Snyder resigned for
personal reasons and not because of a disagreement with the
Company on any matter relating to its operations, policies or
practices.  Mr. Snyder had previously resigned as President and
Chief Executive Officer of the Company effective March 16, 2009,
and had remained as a Director and an employee of the Company to
assist with the transition to the Company's new Chief Executive
Officer.

The Company also entered into a separation agreement dated
June 30, 2009, with Mr. Snyder. The separation agreement provides
Mr. Snyder the right to unilaterally revoke the separation
agreement during a period of seven days after the execution of
such agreement.  Accordingly, the separation agreement will not
become effective until the expiration of said seven day revocation
period.

The separation agreement provides, effective upon the expiration
of the seven day revocation period:

   -- Accelerated vesting of certain options to purchase
      Company common stock, as specified in the agreement.
      Stock options subject to acceleration may be exercised by
      Mr. Snyder until the original expiration date of such
      options.

   -- Accelerated vesting of restricted stock awards.

   -- Accelerated vesting of all unvested deferred bonus
      amounts, totalling $900,000, under the Company's Amended
      and Restated 2007 Senior Executive Deferred Compensation
      Plan.  Payments under the 2007 Plan shall be made at the
      time and in the form provided for in Mr. Snyder's
      deferral agreement under the 2007 Plan.

   -- Cancellation, pursuant to their terms, of 282,293 options
      to purchase Company common stock with exercise prices
      greater than $10.50.

Additionally, under the terms of the separation agreement, until
December 31, 2010, Mr. Snyder is restricted from participating in
certain competitive businesses and from soliciting employees and
customers of the Company, either directly or indirectly.  The
separation agreement also requires that Mr. Snyder forever keep
confidential all Confidential Information, as defined in the
separation agreement, and prohibits Mr. Snyder from disparaging
the Company.  Mr. Snyder also agreed to release the Company from
all claims he may have against it.

                         About Crocs Inc.

Based in Niwot, Colorado, Crocs Inc. (NASDAQ: CROX) designs and
sells a broad offering of footwear, apparel, gear and accessories
that utilize proprietary closed cell-resin, called Croslite.  The
Company sells Crocs-branded products throughout the U.S. and in
128 countries, through domestic and international retailers and
distributors and directly to end-user consumers through its
webstores, Company-operated retail stores, outlets and kiosks.

                        Going Concern Doubt

Deloitte & Touche LLP, in Denver, Colorado, has raised substantial
doubt about Croc's ability to continue as a going concern.  As
reported by the Troubled Company Reporter on May 15, 2009, Crocs
reported first quarter 2009 revenues of $134.9 million, up 7% from
the fourth quarter of 2008 and down $63.6, or 32% from the first
quarter of 2008.  The Company reported a net loss of $22.4 million
in the first quarter of 2009 with a diluted loss per share of
$0.27, compared to a fourth quarter 2008 net loss of $34.7
million, or ($0.42) per share and a first quarter 2008 net loss of
$4.5 million, or ($0.05) per share.  Selling, general and
administrative costs are down 26% compared to Q4 2008 and down
6.2% from the same quarter a year ago.  At March 31, 2009, Crocs
had $446.9 million in total assets and $182.0 million in total
liabilities, resulting to $264.9 million in stockholders' equity.

On March 31, 2009, Crocs entered into a tenth amendment of its
Revolving Credit Facility with Union Bank of California, N.A.  The
Amendment extends the loan maturity date to September 30, 2009.

Crocs said it is talks to secure an asset backed borrowing
arrangement to replace its Revolving Credit Facility.  Crocs
cautioned the time period required to procure a new asset backed
credit facility may extend beyond the maturity date of the current
Revolving Credit Facility requiring Crocs to seek an extension of
that maturity date with current lenders.


CRUCIBLE MATERIALS: Can Hire RAS Management as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Crucible Materials Corporation and Crucible Development
Corporation to employ RAS Management Advisors LLC as their
financial advisor.

The firm will:

  a) assist the Debtors and their management with their cash
     management and in monitoring expenses, and make suggestions
     as to opportunities for reducing or eliminating excess
     expenditures;

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

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

  d) develop a liquidation analysis with respect to the
     Debtors' assets; and

  e) perform other services or analyses relating to the Debtors'
     business, operations, restructuring, liquidation, Chapter 11
     filing and any other services or analyses.

The firm's fees will be based on the rates of its professionals:

     Professionals        Hourly Rates         Daily Rates
     -------------        ------------         -----------
     Richard Sebastiao    $500                 $5,000
     Timothy Boates       $450                 $4,500
     Paul Gricus          $350                 $3,500
     Mike Rizzo, Jr.      $300                 $3,000
     Clerical             $30

The Debtors assured the Court that the firm does not hold any
interest adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube, makes stainless and alloy steel for use
in the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP,
represents the Debtors in their restructuring efforts.  The
Debtors propose to employ Duff & Phelps Securities LLP as
investment banker; RAS Management Advisors LLC as business
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Debtors listed assets and debts both
ranging from $100 million to $500 million.


CRUCIBLE MATERIALS: Court Grants Final OK to Use DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Crucible Materials Corporation and Crucible Development
Corporation to access, on a final basis, postpetition financing
from Wachovia Capital Finance Corporation (New England) as agent.

The Debtors owed $64,450,000 from the lender as of their
bankruptcy filing.

Under the DIP agreement, the maximum credit, initially
$69.4 million, will begin decreasing after May 29.  The proceeds
of the facility will be used to provide general operating and
working capital purposes in the ordinary course of the Debtors'
business.  The DIP facility will incur interest:

   i) revolving credit facility: prime plus 3%; and

  ii) term loans and capital expenditures loans: prime plus
      3.25%.

The lender will be granted superpriority administrative expense
claims over all administrative expenses.

The DIP facility is subject to a $750,000 carve-out to pay any
unpaid fees incurred by professionals retained by the Debtors or
any committee.

The DIP agreement contains customary and appropriate events of
default.

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to employ Duff & Phelps Securities LLP as
investment banker; RAS Management Advisors LLC as business
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Debtors listed assets and debts both
ranging from $100 million to $500 million.


CRUCIBLE MATERIALS: Court Okays Duff as Investment Banker
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Crucible Materials Corporation and Crucible Development
Corporation to employ Duff & Phelps Securities LLC as investment
banker.

The firm will assist the Debtors in their merger, acquisition, and
financing and restructuring transactions as necessary in
connection with their Chapter 11 cases.

The firm will be paid $50,000 per month for this engagement.

The Debtors assured the Court that the firm does not hold any
interest adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to employ Duff & Phelps Securities LLP as
investment banker; RAS Management Advisors LLC as business
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Debtors listed assets and debts both
ranging from $100 million to $500 million.


CSWITCH INC: Fails to Start Up Chips Production; Shut Down
----------------------------------------------------------
Scott Denne at The Wall Street Journal blog, Venture Capital
Dispatch, reports that CSwitch Inc., faced with a tough
environment for chip start-ups, has shut down.

Doug Laird, CSwitch's co-founder and CEO, said that Company
started looking for a buyer after it failed to raise another
$10 million to bring its chips into production, Venture Capital
says.  Citing Mr. Laird, Venture Capital relates that CSwitch
abandoned the effort over a week ago when it laid off its 31 full-
time workers and started trying to sell its assets.

Venture Capital states that CSwitch had been sampling its
products, with the chips and software working to expectations, but
more financing was needed to produce them in larger quantities.
According to Venture Capital, Mr. Laird said that investors were
willing to support CSwitch but needed to see a new lead investor.

Mr. Laird said that CSwitch is in talks to sell its assets and
expects to have the process finished in about two weeks, Venture
Capital reports.

Cswitch Inc. is a maker of communications semiconductors.  Cswitch
made programmable logic chips, called Configurable Switch Arrays,
for high-bandwidth networking equipment.  Cswitch was founded in
2003 by Doug Laird and Transmeta veterans Godfrey D'Souza and Lou
Kordus.


DALROCK/I-30: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dalrock/I-30, L.P.
        P.O. Box 940247
        Plano, TX 75074

Bankruptcy Case No.: 09-42165

Chapter 11 Petition Date: July 6, 2009

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

Debtor's Counsel: Michelle E. Shriro, Esq.
                  Singer & Levick, P.C.
                  16200 Addison Rd., Suite 140
                  Addison, TX 75001
                  Tel: (972) 380-5533
                  Fax: (972) 380-5748
                  Email: mshriro@singerlevick.com

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

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

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

The petition was signed by Tony Arterburn.


DISCOVER FINANCIAL: Launches Public Offering of $500MM Stock
------------------------------------------------------------
Discover Financial Services has commenced an underwritten public
offering of $500 million of its common stock.  The net proceeds
from the offering will be used for general corporate purposes,
which may include capital contributions to the company's
subsidiary, Discover Bank, possible investments in the company's
businesses, or possible repurchase of fixed rate cumulative
perpetual preferred stock issued by Discover to the U.S. Treasury
under its Capital Purchase Program (subject to regulatory
approval).  The Company will grant the underwriters a 30-day
option to purchase up to an additional 15 percent of the number of
shares offered to cover over-allotments, if any.  In addition, the
company intends to offer senior notes in the near future, subject
to market conditions.

J.P. Morgan Securities Inc. is acting as sole book-running manager
for both the common stock and proposed senior notes offerings. A
copy of the prospectus supplement and prospectus relating to these
securities may be obtained, when available, by contacting J.P.
Morgan Securities Inc., Attn: Prospectus Department, 4 Chase
Metrotech Center, CS Level, Brooklyn, NY 11245 or by calling 1-
718-242-8002.

Discover Financial Services (NYSE: DFS) is a credit card issuer
and electronic payment services company with one of the most
recognized brands in U.S. financial services.  Since its inception
in 1986, the company has become one of the largest card issuers in
the United States.  The Company operates the Discover Card,
America's cash rewards pioneer, and offers student and personal
loans, as well as savings products such as certificates of deposit
and money market accounts.  Its payments businesses consist of the
Discover Network, with millions of merchant and cash access
locations; PULSE, one of the nation's leading ATM/debit networks;
and Diners Club International, a global payments network with
acceptance in 185 countries and territories.

As reported by the Troubled Company Reporter on June 3, 2009,
Moody's Investors Service downgraded the ratings of Discover
Financial Services (senior unsecured to Ba1 from Baa3) and wholly-
owned subsidiary Discover Bank (senior unsecured to Baa3 from
Baa2) and kept the rating outlook at negative.


DIXIE EXCAVATING: Case Summary & 53 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dixie Excavating, Inc.
        Post Office Box 7724
        Garden City, GA 31418

Bankruptcy Case No.: 09-41444

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Jon A. Levis, Esq.
                  Merrill & Stone, LLC
                  PO Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  Email: bkymail@merrillstonehamilton.com

Total Assets: $1,277,700

Total Debts: $1,631,217

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

          http://bankrupt.com/misc/gasb09-41444.pdf

The petition was signed by John G. Williams Jr., president of the
Company.


DKLC GROUP LP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: DKLC Group LP
           dba Montreaux Custom Homes
           dba Montreaux Landscaping
           dba Montreaux Luxury Homes
        P.O. Box 5626
        Katy, TX 77491

Bankruptcy Case No.: 09-34833

Chapter 11 Petition Date: July 6, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

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

The petition was signed by Kelli DesChamps.


DONALD J. SVOBODA: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Donald J. Svoboda
        2430 Clopine Lake Road
        Ft. Valley, GA 31030

Bankruptcy Case No.: 09-52086

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Joseph J. Burton Jr., Esq.
                  Burton and Armstrong, LLP
                  Two Ravinia Drive, Suite 1750
                  Atlanta, GA 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390
                  Email: jayburton@ballp.com

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

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

A full-text copy of Mr. Svoboda's petition, including a list of
his 8 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/gamb09-52086.pdf

The petition was signed by Mr. Svoboda.


E*TRADE FINANCIAL: Moody's Keeps 'B3' Long-Term Issuer Rating
-------------------------------------------------------------
Moody's Investors Service confirmed the B3 long-term issuer rating
of E*TRADE Financial Corporation, and the Ba3 deposit rating of
E*TRADE Bank, the company's thrift subsidiary.  Moody's also
raised to B3 from Caa3 the ratings on E*TRADE's outstanding senior
unsecured bonds.  The outlook on all the ratings is negative.
This concludes the ratings review originally commenced on April
29, 2009.

The ratings confirmation follows E*TRADE's announcement of the
results of the early round of its debt exchange tender offer:
$1.7 billion of its interest-bearing senior unsecured bonds will
be exchanged for zero-coupon 10-year senior unsecured
convertibles.  The exchange transaction requires the approval of
the Office of Thrift Supervision, E*TRADE's primary regulator; it
also needs to be approved at the shareholders meeting in August.
The rating action is predicated on Moody's expectation that the
exchange will be approved and completed.

The rating confirmation recognizes that the debt exchange would
result in significantly lower interest expenses and a longer debt
maturity profile.  In conjunction with E*TRADE's previously
completed equity issuance, this should improve E*TRADE's ability
to service its debt, and bolster its capital base to absorb future
losses in the thrift's mortgage portfolio.

"E*TRADE has taken a big step in strengthening its financial
profile by raising new equity capital and cutting interest
expenses," said Moody's Vice President, Alexander Yavorsky.
"Nonetheless, the mortgage portfolio remains a source of concern,
as does the still large amount of holding company debt."

The realignment of E*TRADE's bond ratings with its issuer rating
at B3 reflects Moody's current expectation that, following the
completion of the announced debt exchange, future exchanges of
bonds, if any, would not be performed as a means of default
avoidance.  Therefore, unlike the current exchange, they would not
be "distressed exchanges."

E*TRADE's annual debt service costs will decline by more than 60%
to $160 million from $360 million.  This should alleviate, to some
extent, the extreme pressure on the company to service a large
amount of holding company debt while making regular capital
contributions into E*TRADE Bank to keep it well-capitalized.
Additionally, because the exchanged bonds include virtually the
entire outstanding amount of E*TRADE's 2011 bonds, this pushes out
the nearest debt maturity to 2013, eliminating near-term
refinancing risk.

E*TRADE financial profile, and especially that of E*TRADE Bank,
was also helped by its recently completed equity issuance
($586 million in net proceeds).  In order to avoid regulatory
intervention from the OTS, E*TRADE Bank's leverage ratio (tangible
equity relative to tangible assets) must remain above the 5%
"well-capitalized" level.  Moody's recent scenario testing of
E*TRADE Bank's mortgage portfolio suggests that pre-tax lifetime
credit losses could be as high as $2.5 billion, net of existing
allowance.  Because these projected losses would far exceed the
bank's pre-provision earnings, remaining well-capitalized could
require ongoing capital contributions from the parent into the
bank, as has been the case in the last several quarters.
E*TRADE's newly raised capital and lower interest expenses make
this easier to accomplish.

The negative rating outlook reflects the still tenuous financial
condition of the company.  Ongoing mortgage loss provisions are
unlikely to permit a return to profitability in the foreseeable
near-term future, while greater than anticipated losses would
materially increase creditor risks.

E*TRADE's very high double leverage, and the consolidation of the
company's operating entities under the thrift, leave holding
company creditors not only structurally subordinated to those of
the thrift, but also make them vulnerable to any potential
intervention by the thrift's regulator.  Though less likely now,
following the company's capital restructuring, this possibility
will remain until E*TRADE's thrift portfolio's shows signs of
sustainable stabilization.  These factors explain the three-notch
differential between the Ba3 deposit rating of the thrift and the
B3 senior debt rating of the holding company.

The last rating action on E*TRADE was on June 17, 2009, when
Moody's maintained E*TRADE's ratings on review for a possible
downgrade (originally commenced on April 29, 2009) following the
company's announcement of a capital restructuring plan.

E*TRADE is a major online retail brokerage firm that reported a
pre-tax loss from continuing operations of $470 million on
$1.9 billion in net revenue in 2008.

These rating actions were taken:

Issuer: E*TRADE Financial Corp.

Upgrades:

  -- Senior Unsecured Regular Bond/Debenture Due 2011, Upgraded
     to B3 from Caa3

  -- Senior Unsecured Regular Bond/Debenture Due 2013, Upgraded
     to B3 from Caa3

  -- Senior Unsecured Regular Bond/Debenture Due 2015, Upgraded
     to B3 from Caa3

  -- Multiple Seniority Shelf, Upgraded to (P)Caa1 from (P)Ca

  -- Multiple Seniority Shelf, Upgraded to (P)Caa2 from (P)Ca

Confirmations:

  -- Issuer Rating, Confirmed at B3
  -- Multiple Seniority Shelf, Confirmed at (P)B3

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: E*TRADE Bank

Confirmations:

  -- Bank Financial Strength Rating, Confirmed at D-
  -- Senior Unsecured Deposit Rating, Confirmed at Ba3
  -- Issuer Rating, Confirmed at B1
  -- Deposit Rating, Confirmed at NP
  -- OSO Senior Unsecured OSO Rating, Confirmed at B1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review


ELAN CORP: Johnson & Johnson's Deal Won't Affect S&P's B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Elan Corp. PLC (B/Stable/--) remain unchanged,
following the recent announcement that Johnson & Johnson, through
a newly formed company, will acquire Elan's Alzheimer's
Immunotherapy Program.  Johnson & Johnson will invest
$1 billion in Elan and commit up to $500 million in R&D dollars
for AIP.  Elan's AIP includes the rights to the promising Phase
III prospect, bapineuzumab, a potential first-in-class treatment
for slowing the progression of Alzheimer's disease.

The development is clearly a credit positive for Elan, as the
$1 billion investment provides the company needed financial
flexibility and enables it to better address the $1.15 billion in
debt coming due November 2011.  Elan had roughly
$400 million of cash at the end of the first quarter 2009 and cash
burn was $90 million for the quarter.  Cash burn was approximately
$250 million in the full year 2008.  However, while the sale of
AIP will lead to a reduction in the company's R&D spending
(roughly $100 million in 2009, and $500 million over the next
three to four years), Elan will still likely experience negative
free cash flows over the near term.  Elan's prospects for
achieving positive free cash flows will also now become
increasingly dependent on Tysabri sales, which, while still
growing, have been slightly disappointing, because of concerns
regarding increased patient risk of developing progressive
multifocal leukoencephalopathy, a rare and often fatal brain
disease.


EVIDENT TECHNOLOGIES: Case Summary & 7 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Evident Technologies, Inc.
        45 Ferry Street
        Troy, NY 12180

Bankruptcy Case No.: 09-12515

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  Email: Rweisz@hodgsonruss.com

Total Assets: $3,871,089

Total Debts: $4,782,705

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

          http://bankrupt.com/misc/nynb09-12515.pdf

The petition was signed by Clinton Ballinger, chief executive
officer of the Company.


EXQUISITE DESIGNS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Exquisite Designs by Castlerock & Co., Inc.
           dba Castlerock Investment Group
        8111 Landau Park Lane
        Spring, TX 77379

Bankruptcy Case No.: 09-34883

Chapter 11 Petition Date: July 6, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Alexander B. Wathen, Esq.
                  Wathen & Associates
                  10333 Northwest Freeway, Suite 503
                  Houston, TX 77092
                  Tel: (281) 999-9025
                  Fax: (713) 758-0330
                  Email: wathenecf@juno.com

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

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

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

The petition was signed by Brad F. Jones, president and sole
director of the Company.


FILENE'S BASEMENT: Gets Court Okay to Hire Alan Cohen as CRO
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Filene's Basement, Inc., and its debtor-affiliates to employ Alan
Cohen, chairman of Abacus Advisors, as chief restructuring officer
and to utilize staffing personnel of Abacus Advisors.

Mr. Cohen is expected to, among other things:

   -- perform general due diligence on the Debtors, including
      gathering and analyzing data, evaluating the Debtors'
      existing financial forecasts and budgets, and discussing
      the information with management and the board;

   -- review current liquidity needs and assist in modifying
      and update the forecast based upon current information,
      the CRO's observations, and other information as it
      becomes available, including evaluating existing
      forecasts, recommend and implement improvements to the
      forecasts process, and evaluate near-term liquidity
      needs; and

   -- assist in structuring and obtaining additional working
      capital financing, identifying potential lenders, and
      contacting the lenders.

The board of directors will have direct supervision of the CRO.

Pre-bankruptcy, Mr. Cohen received a $10,000 retainer.  He does
not have a prepetition claim against the Debtors.  Abacus Advisors
received a $75,000 fully refundable retainer in contemplation of
the staffing assistance that Abacus Advisors may provide.

Mr. Cohen will receive a $50,000 monthly fee, a $600,000 success
fee and reimbursement of reasonable out-of-pocket expenses.

The hourly rates of Abacus Advisors' personnel are:

     Managing Directors                   $600
     Senior Associates                    $500
     Associates                       $250 - $400
     Paraprofessionals                $100 - $150

To the best of the Debtors' knowledge Mr. Cohen and Abacus
Advisors are "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

                   About Filene's Basement Corp.

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  The chain also uses a
470,000-square-foot distribution center in Auburn, Massachusetts.
The store's name is derived from the subterranean location of its
flagship store, in the basement of the former Filene's department
store at Downtown Crossing in Boston, Massachusetts.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009 (Bankr. D. Del. Case No. 09-11525).  James E. O'Neill,
Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael
Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP represent the Debtors in their restructuring effort.
The Debtors listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in debts.

Filene's Basement filed for Chapter 11 bankruptcy protection in
August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.

Retail Ventures in April 2009 transferred the unit to Buxbaum
Group, which appraises and liquidates assets, for no proceeds.


FILENE'S BASEMENT: Employs Epiq as Notice & Claims Agent
--------------------------------------------------------
Filene's Basement, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Epiq Bankruptcy Solutions, LLC as notice, claims and
solicitation agent.

Epiq will, among other things:

   -- perform certain noticing functions;

   -- assist the Debtors in analyzing and reconciling proofs of
      claim filed against the Debtors' estates; and

   -- assist the Debtors in balloting in connection with any
      proposed Chapter 11 Plan.

Daniel C. McElhinney, executive director of Epiq, tells the Court
that prior to the petition date, Epiq received a $50,000 retainer.
There are no amounts owed to Epiq as of the petition date.

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

                   About Filene's Basement Corp.

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  The chain also uses a
470,000-square-foot distribution center in Auburn, Massachusetts.
The store's name is derived from the subterranean location of its
flagship store, in the basement of the former Filene's department
store at Downtown Crossing in Boston, Massachusetts.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009 (Bankr. D. Del. Case No. 09-11525).  James E. O'Neill,
Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael
Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, represent the Debtors in their restructuring effort.
The Debtors listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in debts.

Filene's Basement filed for Chapter 11 bankruptcy protection in
August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.

Retail Ventures in April 2009 transferred the unit to Buxbaum
Group, which appraises and liquidates assets, for no proceeds.


FINLAY ENTERPRISES: $1.7MM Payment Deadline Passes; Lenders Mum
---------------------------------------------------------------
Finlay Fine Jewelry Corporation, Finlay Enterprises, Inc.'s wholly
owned subsidiary, failed to make a semi-annual interest payment of
$1.7 million that was due on June 1, 2009, to the holders of
Finlay Jewelry's 8-3/8% Senior Notes due June 1, 2012.  The
indenture governing the Senior Notes provides for a 30-day grace
period for the payment of interest.  Finlay Jewelry also did not
make the interest payment during the 30-day grace period, which
ended on July 1, 2009.  Finlay Jewelry's failure to make the
interest payment by July 1, 2009, constitutes an event of default
under the indenture governing the Senior Notes.

Under the terms of the indenture governing the Senior Notes, as a
result of the event of default, the trustee under the indenture or
the holders of at least 25% of the Senior Notes may by written
notice declare the Senior Notes immediately due and payable.

As of July 2, 2009, neither the trustee under the indenture nor
holders of at least 25% of the Senior Notes have provided written
notice of the default or declared the Senior Notes to be
immediately due and payable.  An acceleration of the Senior Notes
would constitute an event of default under Finlay Jewelry's
11.375%/12.125% Senior Secured Second Lien Notes due June 1, 2012
and Finlay Jewelry's 8.375%/8.945% Senior Secured Third Lien Notes
due June 1, 2012.

Finlay Jewelry's failure to make the Senior Note interest payment
by July 1, 2009 also constitutes an event of default under Finlay
Jewelry's revolving credit agreement, giving the lenders under the
Revolving Credit Agreement the right to accelerate repayment of
the outstanding balance under the Revolving Credit Agreement at
any time.  Since February 2009, Finlay Jewelry has also been in
default of a covenant under the Revolving Credit Agreement
requiring the achievement of certain weekly targeted percentages
of sales and cash receipts and maintenance of cash disbursements
below certain targeted percentages.  Although the lenders under
the Revolving Credit Agreement reserve all rights and remedies
under the Revolving Credit Agreement and can accelerate repayment
of the outstanding balance at any time, as of July 2, they have
not exercised their right to accelerate repayment of the
outstanding balance.

Finlay Jewelry does not intend to make the interest payment on the
Senior Notes.

                        Going Concern Doubt

According to Finlay, its ability to continue as a going concern is
dependent on the successful implementation of its strategic plan,
the repayment of the amounts due under the Revolving Credit
Facility and its ability to obtain a new line of credit on or
before the maturity date of the Revolving Credit Agreement.  In
addition, Finlay experienced a significant operating loss in 2008,
it incurred an operating loss in the first quarter of 2009, and it
is expected to incur operating losses for the remainder of 2009.

"These uncertainties raise substantial doubt about our ability to
continue as a going concern," Finlay says.

On March 22, 2009, Finlay completed the sale of certain assets to
Bloomingdale's.  The assets included inventory and fixed assets
for the 34 departments that it operated in Bloomingdale's for a
purchase price of roughly $33.4 million.  The proceeds from the
transaction were used to pay-down a portion of the outstanding
balance under Finlay Jewelry's Revolving Credit Facility.

Finlay reported total assets of $430,023,000 and total liabilities
of $451,679,000, resulting in $21,656,000 in shareholders' deficit
as of May 2, 2009.  It posted a net loss of $28,669,000 on sales
of $159,321,000 for the 13 weeks ended May 2, 2009, compared to a
net loss of $11,011,000 on sales of $142,072,000 for the 13 weeks
ended May 3, 2009.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is one
of the leading retailers of fine jewelry operating luxury stand-
alone specialty jewelry stores and licensed fine jewelry
departments in department stores throughout the United States and
achieved sales of $754.3 million in fiscal 2008.  The number of
locations at the end of the first quarter of fiscal 2009 totaled
476, including 68 Bailey Banks & Biddle, 34 Carlyle and five
Congress specialty jewelry stores.


FINLAY ENTERPRISES: Rohit M. Desai Steps Down as Director
---------------------------------------------------------
Director Rohit M. Desai notified Finlay Enterprises, Inc., that he
was resigning from the Boards of Directors of the Company and of
its wholly owned subsidiary, Finlay Fine Jewelry Corporation,
effective as of July 6, 2009.  Mr. Desai's resignation was not the
result of a disagreement with the Company or Finlay Jewelry on any
matter relating to the Company's or Finlay Jewelry's operations,
policies or practices.

On June 24, 2009, Finlay Enterprises and Joseph M. Melvin,
Executive Vice President and Chief Operating Officer of the
Company and President and Chief Operating Officer of Finlay Fine
Jewelry, agreed that Mr. Melvin will retire effective as of August
15, 2009, rather than on June 30, 2009.

                        Going Concern Doubt

According to Finlay, its ability to continue as a going concern is
dependent on the successful implementation of its strategic plan,
the repayment of the amounts due under the Revolving Credit
Facility and its ability to obtain a new line of credit on or
before the maturity date of the Revolving Credit Agreement.  In
addition, Finlay experienced a significant operating loss in 2008,
it incurred an operating loss in the first quarter of 2009, and it
is expected to incur operating losses for the remainder of 2009.

"These uncertainties raise substantial doubt about our ability to
continue as a going concern," Finlay says.

On March 22, 2009, Finlay completed the sale of certain assets to
Bloomingdale's.  The assets included inventory and fixed assets
for the 34 departments that it operated in Bloomingdale's for a
purchase price of roughly $33.4 million.  The proceeds from the
transaction were used to pay-down a portion of the outstanding
balance under Finlay Jewelry's Revolving Credit Facility.

Finlay reported total assets of $430,023,000 and total liabilities
of $451,679,000, resulting in $21,656,000 in shareholders' deficit
as of May 2, 2009.  It posted a net loss of $28,669,000 on sales
of $159,321,000 for the 13 weeks ended May 2, 2009, compared to a
net loss of $11,011,000 on sales of $142,072,000 for the 13 weeks
ended May 3, 2009.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is one
of the leading retailers of fine jewelry operating luxury stand-
alone specialty jewelry stores and licensed fine jewelry
departments in department stores throughout the United States and
achieved sales of $754.3 million in fiscal 2008.  The number of
locations at the end of the first quarter of fiscal 2009 totaled
476, including 68 Bailey Banks & Biddle, 34 Carlyle and five
Congress specialty jewelry stores.


FORBES ENERGY: S&P Junks Corporate Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Key
Energy Services Inc., Complete Production Services, and Forbes
Energy Services LLC.

"The rating actions primarily reflect S&P's expectations that
industry conditions, particularly natural gas, will remain weak
for the rest of the year and possibly well into 2010, continuing
to constrain an already weak financial performance," said Standard
& Poor's credit analyst Thomas Watters.

                     Key Energy Services Inc.

S&P lowered its corporate credit rating on Key Energy Services
'BB-' from ' BB'.  The outlook is negative.  The rating action
reflects S&P's concern that near-term fundamentals for the well-
servicing industry, particularly natural gas-related activity,
could weaken further in the second half of 2009 and possibly
remain weak well into next year.  Rapid and severe spending cuts
by the E&P sector have led to dramatic falls in earnings across
the sector.  Although Key could benefit from improving crude oil
prices, S&P remains concerned about the sustainability of recent
price increases and the willingness of E&P companies to
meaningfully expand oil drilling and servicing spending in the
near term.  As such, S&P expects Key's financial measures to be
below expectations.  S&P could lower ratings further if earnings
fail to stabilize in the second half of 2009, and expectations for
liquidity and financial measures continue to weaken.

                   Complete Production Services

S&P lowered the corporate credit rating on Complete Production
Services to 'B+' from 'BB-'; the outlook is negative.  At the same
time S&P lowered the issue-level ratings on Complete's
$650 million 8% senior notes to 'B+' from 'BB-'.  The recovery
rating on this debt remains at '3', indicating S&P's expectations
of 50%-70% recovery of principal in a payment default.  The
downgrade reflects S&P's expectation that Complete's operational
and financial performance will continue to decline because of the
company's exposure to the North American oil and gas market.  The
company's financial performance for 2009 will be very weak.  S&P
expects industry conditions, particularly with respect to natural
gas, could possibly remain weak well into 2010.  Also, as poor
industry conditions and weak gas prices persist through 2009 and
EBITDA continues to drop quarter over quarter, Complete could face
covenant issues, particularly with respect to its maximum total
debt to EBITDA covenant of 3x.  Weak operating performance for
several quarters, tightening liquidity, or breach of financial
covenants could warrant a downgrade.

                    Forbes Energy Services LLC

S&P lowered its corporate credit rating on Forbes Energy Services
to 'CCC+' from 'B'.  The outlook is negative.  The rating action
reflects the company's thin interest expense coverage, and S&P's
concern about Forbes' ability to generate adequate cash flows to
meet debt service requirements without a near-term recovery in the
well-services industry.  S&P expects 2009 adjusted EBITDA coverage
of interest expense to average a very weak 1.5x, leaving little
cushion to further earnings declines.  Given annualized first-
quarter adjusted EBITDA of about $35 million, annual interest
expense of about $25 million and $10 million of required debt
repayment in 2009, Forbes' ability to maintain adequate cash flow
and liquidity to fund debt service requirements beyond 2009 is
suspect.  Additionally, given its small market share relative to
rated peers Key Energy, Basic Energy Services Inc., and Complete
Production Services, Forbes' ability to benefit from any recovery
in utilization levels could lag peers.

                            Rating List

                          Ratings Lowered

                      Key Energy Services Inc.

Corporate Credit Rating       BB-/Negative/--  BB/Negative/--

                   Complete Production Services

Corporate Credit Rating        B+/Negative/--   BB-/Negative/--
Senior Notes                   B+               BB-
  Recovery Rating              3                3

                    Forbes Energy Services LLC

Corporate Credit Rating     CCC+/Negative/--     B/Negative/--


FLINTKOTE COMPANY: Files Supplementary Disclosure Statement
-----------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited, the Asbestos
Claimants Committee and the Future Claimants representative have
filed with the U.S. Bankruptcy Court for the District of Delaware
a supplemental disclosure statement in connection with the re-
solicitation of votes from holders of asbestos personal injury
claims.

On June 22, 2009, the Debtors modified their Amended Joint Plan of
Reorganization, which was sent for voting in September 2008.  The
modifications affect only the Flintkote Asbestos Personal Injury
Claims, under Class 7 and the Mines Asbestos Personal Injury
Claims, under Class 8.  As a result of these modifications, all
the holders of asbestos personal injury claims are being asked to
vote again on the modified amended plan.

Other than the asbestos personal injury claims, the claims and
interests in the Debtors is identical to the treatment that was
provided to said claims and interests under the September 2008
plan.  As a result, holders of said claim will not vote anew on
the modified amended plan.

As proposed by Debtors to the Court, service of solicitation
packages will be made no later than August 7, 2009, and the
supplemental voting deadline by which ballots and master ballots
to accept or reject the modified amended plan must be received by
the voting agent will be September 21, 2009, at 5:00 p.m. Eastern
time.

                    Modifications to the Plan

A. Trust Distribution Procedures

   1. Change in Claims Payment Ratios

      The modified amended plan changes the claims payment
      ratio set forth in Section 2.5 of the Trust Distribution
      Procedures from the 88%/12% ratio contained in the
      original amended plan to an 80%/20% ratio.

   2. Change to Description of Valuation Factors to be
      Considered in Individual Review

      The modified amended plan changes the description of the
      valuation factors to be considered in Individual Review
      contained in Section 5.3(b)(2) of the trust distribution
      procedures to allow for consideration of results of cases
      in which a claimant's law firm has played a substantial
      role in the resolution of the cases even if the
      claimant's law firm was not the firm of record in such
      cases.

B. Litigation Neutrality and the Preservation of Third Party
   Causes of Action

   1. Changes to Litigation Neutrality Provisions

      In response to confirmation objections asserted by ITCAN
      that the original amended plan might impact upon the
      rights of co-insureds to shared insurance with the
      Debtors, the Plan Proponents have amended Section 12.3.2(b)
      of the Plan to clarify that the injunction set forth in
      12.3.2(b) of the Plan does not impair the rights of any co-
      insured of the Debtors (a) with respect to any Asbestos
      Insurance Policy or Asbestos Insurance Settlement Agreement
      or against any Asbestos Insurance Company and (b) as
      specified under any final order of the Bankruptcy Court
      approving an Asbestos Insurance Settlement Agreement.

   2. Changes to Preservation of Third Party Causes of Action

      The plan proponents have added language to Section 11.3
      of the modified amended plan to clarify that, on and
      after the Effective Date, Reorganized Flintkote may take
      any action to realize upon said claims, rights, or causes
      of action as it determines in accordance with its best
      interests and without Bankruptcy Court approval; provided
      that any determination to take action to realize upon
      said claim, right or cause of action related to the Third
      Party Causes of Action will require the consent of the
      Trustees or such other person as specified in the Trust
      Documents.

A full-text copy of the Supplementary Disclosure Statement dated
June 22, 2009, is available for free at:

      http://bankrupt.com/misc/flintkote.supplementalds.pdf

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).
Flintkote Mines Limited filed for Chapter 11 relief of August 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the official
committee of unsecured creditors.

When Flintkote Company filed for protection from its creditors, it
listed more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it listed assets of $1 million to $50 million, and debts of more
than $100 million.


FLINTKOTE COMPANY: Plan Filing Period Extended to August 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended The Flintkote Company and Flintkote Mines Limited's
exclusive period to file a Chapter 11 plan of reorganization
through and including August 31, 2009, and the corresponding
period to solicit acceptances of that plan through and including
October 31.

The Debtors told the Court that the Asbestos Claimants Committee
and the Future Claimants Representative support the requested
extensions.

This is the 15th extension of the Debtors' exclusive periods.

On September 2, 2008, the Court approved the disclosure statement
explaining the Debtors' amended joint plan of reorganization.  The
Court scheduled the confirmation hearing for the Debtors' plan for
September 14 to 17, 2009.

The Debtors' plan proposes establishing a Section 524(g) trust to
address Asbestos Personal Injury Claims against Flintkote Company.
The Plan also provides that the same trust will serve as a
liquidating trust for Flintkote Mines, to which Flintkote Mines
will contribute its assets under the Plan and from which Asbestos
Claims against Flintkote Mines will be satisfied in accordance
with the terms of the Plan as confirmed.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).
Flintkote Mines Limited filed for Chapter 11 relief of August 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the official
committee of unsecured creditors as counsel.

When Flintkote Company filed for protection from its creditors, it
listed more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it listed assets of $1 million to $50 million, and debts of more
than $100 million.


FORBES ENTERPRISES: Case Summary & 13 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Forbes Enterprises Corp.
        22 Pembroke Trail
        Upper Saddle River, NJ 07458

Bankruptcy Case No.: 09-27482

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Forbes Enterprises At Saddle River, LLC            09-27372
Scott Forbes and Ginette Forbes                    09-27371

Chapter 11 Petition Date: July 6, 2009

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

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
13 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/njb09-27482.pdf

The petition was signed by Scott Forbers, president of the
Company.


FRANKLIN INVESTMENT GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Franklin Investment Group, LLC
        4166 Buford Highway, Suite 1118-H16
        Atlanta, GA 30345

Bankruptcy Case No.: 09-77465

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Evan M. Altman, Esq.
                  Bldg. 2 - Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466
                  Email: evan.altman@laslawgroup.com

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

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

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

The petition was signed by Franklin T. Ly, managing member of the
Company.


G-I HOLDINGS: To Reimburse Govt. $25.8MM, Fund Vermont Cleanup
--------------------------------------------------------------
G-I Holdings Inc. has agreed to reimburse the U.S. government up
to $25.8 million and make millions of dollars in improvements at
the contaminated site in northern Vermont, and will also help fund
cleanup operations at other superfund properties across the U.S.
under the terms of a consent decree filed in the U.S. District
Court, according to Law350

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


GENERAL MOTORS: To Promptly Terminate Pacts with 38 Rogue Dealers
-----------------------------------------------------------------
General Motors Corporation and its affiliates seek authority from
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to reject, effective as of July 10, sales and
service dealership agreements with 38 entities.

On July 5, 2009, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to NGMCO, Inc., an entity
sponsored by the United States Department of the Treasury.   As
determined by the Court in the Sale Order, the 363 Transaction was
the best, indeed, the only, viable means to save and carry forward
GM's business in a new enterprise that will maximize and realize
the going concern value of GM's assets.

Harvey R. Miller, Esq., at WEIL, GOTSHAL & MANGES LLP, relates
that as part of the transaction, a rationalization of GM's
extensive dealer network was essential in order for New GM to be a
viable company capable of surviving ever increasing foreign
competition and cyclical economic downturns.  A reduction in the
number of GM dealerships was a necessary component of this
rationalization effort, and was carried out by GM through a
comprehensive, objective and quantitative evaluation of each
Dealership.  In determining which Dealerships would not be
retained by New GM, the Debtors evaluated numerous factors,
including, but not limited to: minimum sales thresholds, customer
satisfaction indices, working capital needs, profitability,
whether a Dealership sold competing non-GM brands, Dealership
location and other market factors.

A leaner, more profitable Dealer Network with higher annual
vehicle sales per Dealership is essential to reducing GM's
staggering dealer support costs and a critical component of
helping to ensure the viability of New GM.  Indeed, the Purchaser
would not have entered into the 363 Transaction without a
rationalization of GM's underperforming Dealer Network.

            99% of Retained Dealers to Serve New GM

While the rationalization of the Dealer Network included a
reduction in the number of Dealerships, the 363 Transaction
allowed for the substantial majority of GM's dealers to continue
operations in New GM on a long-term basis.

These Dealers were offered a Participation Agreement, which
provided for their Dealership Franchise Agreement to be assumed
and assigned to New GM, subject to certain modifications. The
terms of the Participation Agreement and the supplement thereto
were reviewed with the National Automobile Dealers Association and
the GM National Dealer Council.  Over 99% of the Dealers that were
offered Participation Agreements signed and returned such
agreements.  This acceptance rate reflects both the fairness of
the proposal and the strong desire of the accepting Dealers to
support New GM.  Under the 363 Transaction, the Debtors will be
assuming and assigning the Participation Agreements to New GM.

              98% of Rejected Dealers Accept Pact

Importantly, with respect to the remaining dealers that were not
offered Participation Agreements and will not be retained as part
of the New GM dealer network on a long-term basis, GM did not seek
to abruptly reject and terminate their Dealership Franchise
Agreements.  Rather, GM offered the Wind-Down Dealers the
opportunity to accept "wind-down" agreements that will allow them
to stay in business until October 2010 so that they can -- in an
orderly fashion -- sell down their inventories and continue to
provide warranty and other services to their customers with the
continued support of New GM.

Although GM would have been well within its rights under the
Bankruptcy Code to seek to reject the Wind-Down Dealers
immediately (as was done in Chrysler's chapter 11 cases), GM
elected instead to offer these Dealers Wind-Down Agreements,
which will help minimize the financial and other hardships that
would have been associated with an immediate rejection and
dealership shut down. Not surprisingly, over 98% of the Wind-
Down Dealers accepted and executed the Wind-Down Agreements.
While the Debtors recognize that the closing of a business is
always difficult, it made a concerted effort to address these
situations in a fair and supportive manner and to provide a soft
landing for the Wind-Down Dealers.  GM believes that the
acceptance rate of the Wind-Down Agreements reflects the fairness
of the program.  The accepted Wind-Down Agreements will be assumed
and assigned to New GM as part of the 363 Transaction.

The alternative to the rationalization of the Dealer Network is
that GM would have been forced to liquidate - and all Dealerships
would have ceased to be GM dealerships, including the
approximately 4,100 Dealerships that accepted Participation
Agreements and will now continue to operate under New GM.

                     38 Dealers Not Parties to
                  Participation or Wind-Down Pacts

The Debtors made good faith efforts to gain agreement from all of
the Dealers, including the 38 dealers that have not entered into
Participation Pacts or Wind-Down Agreements.  For example, in
addition to written notice, the Debtors set up a dedicated call
center to contact each of the Affected Dealers to inform them
about the benefits of accepting a Wind-Down Agreement compared to
rejection.

Despite these efforts, the Affected Dealers, who represent less
than 2% of the Dealers offered a Participation or Wind-Down
Agreement, elected not to accept GM's offer.

The Affected Dealers have left the Debtors with no other
reasonable business choice than to seek the rejection of the
Affected Dealer Agreements.  After the closing of the 363
Transaction, the Debtors will no longer manufacture GM vehicles,
nor will they retain any rights to the GM vehicle brands that were
sold to the Purchaser under the MPA.  Therefore, the Debtors have
no business need or legal ability to continue any of the Affected
Dealer Agreements.

A list of the Affected Dealers is available for free at:

      http://bankrupt.com/misc/GM_38_Affected_Dealers.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 at
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: Delays Filing of Form 11-K Annual Reports
---------------------------------------------------------
General Motors Corporation informed the Securities and Exchange
Commission on June 29, 2009, of its inability to timely file its
annual reports on Form 11-K for the year ended December 31, 2008,
for:

  (i) the General Motors Personal Savings Plan for Hourly-Rate
      Employees in the United States; and

(ii) the General Motors Savings-Stock Purchase Program for
      Salaried Employees in the United States, which includes
      common stock of GM.

GM Controller and Chief Accounting Officer Nick S. Cyprus explains
that volatility within the markets throughout 2008 has
significantly affected the valuation of Plans' assets as well as
the redemption patterns of Plan participants.  He notes that the
Hourly Employees Plan experienced a decrease in Assets Available
for Plan Benefits of $2.9 billion for the year ended December 31,
2008.  Similarly, he says the Salaried Employees Plan experienced
a decrease in Assets Available for Plan Benefits of $4.4 billion
for the year ended December 31, 2008.

Mr. Cyprus further explains that net investment income of the
master trust investment funds is allocated to each participating
plan based on the Plans' interest in each investment fund compared
with the total interest of all participating plans in each
investment fund.  Against this backdrop, he stresses that
considerable amount of time is required to analyze the performance
and fair value of each underlying investment fund and to
accurately ascertain each of the Plans' allocable share of the net
investment income of the master trust.  He adds that further
analysis will allow for the determination of the appropriate basis
of presentation for the Plans' assets under generally accepted
accounting principles.

Mr. Cyprus, however, assures the SEC that audit of the Plans'
financial statements is underway and GM intends to file the Form
11-K Annual Reports within the extension period.

                    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: Seeks Denial of Panel of Asbestos Claimants
-----------------------------------------------------------
General Motors Corp. and its affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a
counterproposal asking Judge Robert Gerber to:

  (1) deny, without prejudice, the appointment of a legal
      representative for Future Asbestos Personal Injury
      Claimants; and

  (2) adjourn sine dine the request to direct the United States
      Trustee to appoint an Official Committee of Asbestos
      Personal Injury Claimants.

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

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

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

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

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

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

Similarly, Mr. Esserman said, to the extent that the Trust is
funded by Non-debtors who will benefit by a channeling injunction,
having current asbestos claims processed and paid by a Trust would
result in a larger portion of estate funds being available to pay
other unsecured claims.

According to Mr. Esserman, the Court's ability to enter rulings
relating to the rights of unknown future claimants is limited by
the lack of a Court-appointed legal representative to protect the
Future Claimants' interests.

In this regard, the Ad Hoc Committee asked Judge Gerber to appoint
a legal representative for future asbestos personal injury
claimants and direct the U.S. Trustee for Region 2 to appoint an
official committee of asbestos personal injury claimants

                    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: To Reject Agreements with Starwood Hotels, et al.
-----------------------------------------------------------------
Having determined that these leases of non-residential real
property are not important to their restructuring, General Motors
Corp. and its affiliates seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to reject:

                                                    Rejection
Counterparty               Location                   Date
--------                   --------                ---------
Starwood Hotels &          Miramar, Florida        06/30/09
Resorts Worldwide, Inc.

RREEF America REIT         Kennesaw, Georgia       06/30/09
Corp. II, c/o RREEF
Mgmt. Co.

The Debtors relate they have vacated or intend to vacate the
premises on or before June 30, 2009.

The Debtors also seek the Court's authority to reject, effective
as of June 29, 2009:

  * an executory contract with BASF Coatings AG,

  * three executory contracts with National Car Rental System,
    Inc., and

  * an executory contract with NCR Acquisition Corp.

Furthermore, the Debtors seek the Court's authority to reject,
effective as of June 29, 2009, 71 executory contracts, which
primarily concern:

  (a) engineering services contracts for which the work has been
      completed or is no longer required by the Debtors;

  (b) human resources contracts regarding medical services that
      are no longer provided to the Debtors' employees or are no
      longer required;

  (c) utilities contracts and related agreements and settlements
      for idled or closed manufacturing plants of the Debtors;

  (d) purchase and sale agreements with costly remaining
      obligations that provide no corresponding benefit or value
      to the Debtors' estates; and

  (e) contracts relating the GM products and services that have
      been or will be eliminated as part of the Debtors' wind
      down process.

A list of the Rejected Executory Contracts is available for free
at http://bankrupt.com/misc/GM_2ndOmnibusRejection.pdf

               Debtors Respond to ETC's Objection

The Debtors maintain that they have determined to reject the
Environmental Testing Corporation Lease because it provides no
corresponding benefit or value to the Debtors' estates.  The
Debtors add that they have vacated the Property almost one year
ago and do not require the use of the Property for their continued
operations and wind down.

Accordingly, the Debtors note, the rights and claims of ETC
alleged in the Objection may be asserted as Rejection Damage
Claims but should not prevent the Debtors from exercising their
right to reject the ETC Lease.  The claims alleged by ETC in the
Objection will be appropriately resolved through the normal claims
resolution process, the Debtors aver.

                        *     *     *

Judge Gerber authorized the Debtors to reject their leases with
these landlords effective June 30, 2009:

* HUB Properties Trust
* Teachers Insurance and Annuity Association of America
* Daniel Meadow Brook 600 Partnership
* Platinum Technology, Inc.
* MB600 LLC
* Legacy III SR Crow Canyon LLC
* Lomita Partners II, LLC
* R & M Diodati Family Ltd. Partnership
* Environmental Testing Corporation
* BRCP Stanford Place, LLC
* Swig, Weiler & Arnow Management Co., Inc.
* National Waterworks, Inc
* University Centre West III, Ltd.
* Realty Associates Iowa Corporation
* GMAC, LLC
* Flagship Enterprise Center, Inc.
* Castle Creek Investment Group, LLC
* UCM/SREP - Corporate Woods LLC
* Summit I Partners, Ltd.
* BP 270, LLC
* GMAC, LLC
* 100/200 Foxborough Blvd. Realty Trust
* GMAC, LLC
* Hannah Technology & Research Center
* Orchard Vista Properties, LLC
* Maple 6 Campus, LLC
* RL Norton, LLC
* BP/CG Center I, LLC
* Hall Building, LLC
* Center XXXIII, LLC
* OKD Four, Ltd.
* Crystal Pointe, Ltd.
* Home Builders Association of Greater Toledo, Inc.
* Lewis Land, Ltd.
* Kessinger/Hunter & Co., for Cranberry Cranberry Business Park
* The Prischack Family Partnership
* 851 Duportail LP
* OZRE Greenville LLC
* GMAC, LLC
* Boyle Cool Springs Joint Venture
* GMAC, LLC
* Keniman Belcher
* CORE Realty Holdings Management, Inc.
* Grande Market 5601
* Greenway Office Center, LLC
* 350 Marine Pkwy., Gillikin Trade LLC, Lewis Trade LLC, Spiegl
  Trade LLC, and Welsh Trade LLC

                    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: UAW Selected S. Grinski to Board of New GM
----------------------------------------------------------
The UAW Retiree Medical Benefits Trust has selected Stephen J.
Girsky as its member to the Board of Directors of the New GM.

Mr. Girsky's vast experience as a leading auto industry analyst
and broad knowledge of our business make him a strong candidate to
the Board of the New GM.  Upon emergence of the New GM, his broad-
based experience and no-nonsense approach will provide tremendous
value to the Board and the management team as the company moves
forward.

                    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)


GLOBAL SAFETY: Receives $55MM Investment Bid From WL Ross
---------------------------------------------------------
Global Safety Textiles LLC received a proposal from funds managed
by WL Ross & Co. LLC to invest $55 million in a newly formed
entity that would acquire the assets of GST and its subsidiaries.
The new GST would have one of the strongest, well capitalized
balance sheets in the automotive industry with a limited amount of
long-term debt.  After the transaction, the new GST will be well
positioned to continue to expand its geographic footprint which
spans Europe, the Americas and China.

Georg Saint-Denis, President of GST Europe and Asia, commented on
the transaction, saying, "This new equity investment will enable
GST to continue to support its strategic international customers
who have benefited from GST's technological innovation and will
continue to enjoy GST's commitment to price competitiveness and
customer service.  GST's management and board believe that the WLR
transaction is the best alternative for GST at this time and that
we need to act quickly to preserve the value of our business.  Our
next step is to obtain our lenders' consent and we plan to
recommend that our lenders provide that consent as soon as
possible."

Wilbur L. Ross, Chairman and Chief Executive Officer of WL Ross &
Co. LLC, said, "We are excited to make a proposal that we believe
would put GST on a stable footing and ensure that it can continue
to support its key strategic customers in all the major car
producing regions globally. We expect that the proposed
transaction with our sponsorship will be key to continuing
relationships between GST and those customers." WL Ross & Co. LLC
and its funds have been involved in the automotive industry as an
investor in both Tier One and Tier Two suppliers.

WLR also delivered a DIP loan commitment for $25 million, which,
if accepted, will help provide GST with liquidity until the
proposed sale is consummated.

GST is a wholly owned subsidiary of International Textile Group,
Inc. Mr. Ross is the chairman of the board of ITG and certain
entities affiliated with WLR own a substantial majority of the
outstanding equity securities of ITG.  GST and certain of its
subsidiaries filed for protection under chapter 11 of the
Bankruptcy Code on June 30, 2009.  The proposed transaction would
also be subject to higher and better offers, definitive
documentation and bankruptcy court and priority lender approval.


HAIGHTS CROSS: Extends Swap Offer for 2011 Notes Until July 13
--------------------------------------------------------------
Haights Cross Communications, Inc., said the expiration date for
its private exchange offer and consent solicitation to qualified
investors to exchange HCC's 12-1/2% Senior Discount Notes Due 2011
for shares of common stock of HCC has been extended until 11:59,
New York City time, on July 13, 2009, unless terminated or further
extended.

As of the close of business on July 6, 2009, the Company was
advised by the information and exchange agent for the Exchange
Offer that approximately $100 million (at maturity), or 74%, of
Senior Discount Notes had been tendered and not validly withdrawn.

Senior Discount Notes which have been validly tendered to the
Exchange Offer to date and not withdrawn remain tendered and
subject to the Exchange Offer.  Eligible Holders who have already
tendered Senior Discount Notes need not take any additional
actions to tender their Senior Discount Notes.

The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of a number of conditions including, among
others: (i) at least 95% of the aggregate principal amount of the
Senior Discount Notes being validly tendered for exchange and not
revoked, and Eligible Holders representing such Senior Discount
Notes delivering their consents to the Proposed Amendments; and
(ii) the execution of a satisfactory amendment to the Credit
Agreement.  In the event that HCC is not able to successfully
complete the restructuring, including the Exchange Offer, HCC
intends to explore all other restructuring alternatives available
to it at that time, which may include an alternative out-of-court
restructuring or the commencement of a chapter 11 case and plan of
reorganization, with or without a pre-arranged plan of
reorganization.  There can be no assurance that any alternative
restructuring arrangement or plan could be accomplished.

The Exchange Offer is being made, and the new shares of Common
Stock are being offered, only to Eligible Holders, who consist of
accredited investors, or persons other than U.S. persons, in a
transaction that is exempt from the registration requirements of
the Securities Act of 1933.  Any such securities may not be
offered or sold absent registration or an applicable exemption
from the registration requirements of the Securities Act.

                About Haights Cross Communications

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
and school libraries, and consumers. Haights Cross companies
include: Triumph Learning, Buckle Down Publishing and Options
Publishing, and Recorded Books.


HARBOR LIGHT METALS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Harbor Light Metals, LLC
           fka purchased assets from Ace Companies, LLC
        900 Alreco Road
        Benton Harbor, MI 49023

Bankruptcy Case No.: 09-08022

Chapter 11 Petition Date: July 6, 2009

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

Judge: James D. Gregg

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  Hettinger & Hettinger PC
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100
                  Email: khett57@hotmail.com

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

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

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

           http://bankrupt.com/misc/miwb09-08022.pdf

The petition was signed by Dori Reid, member of the Company.


HENRY MILLER: Faces Involuntary Chapter 7 Petitions
---------------------------------------------------
Three real estate partnerships -- BNC Lake Jackson Village, L.P.,
Dallas Clubview Gardens, L.P., and Woodside Apartments, L.P. --
filed a petition on July 7, 2009, to place Henry S. Miller
Commercial LLC, formerly known as Henry S. Miller Commercial Co.,
in an involuntary bankruptcy under Chapter 7 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court in Dallas.
The petitioning creditors and related entities are collectively
owed more than $9 million by Miller.

On October 24, 2008, a Dallas jury awarded damages in excess of
$12 million against Miller and its former agent, Steven Defterios,
finding that they had committed fraud and made negligent
misrepresentations to certain partnerships managed by BNC Real
Estate.  On December 1, 2008, the 14th District Court of Dallas
County, Texas, entered Final Judgment in excess of $8.9 million,
plus post-judgment interest, against Miller and Defterios in favor
of seven of the nine partnerships.

The state court case, Dallas Bayou Bend Ltd., et al. v. Henry S.
Miller Commercial Co., cause no. 06-12902-A, centered around
Miller's representation of James Flaven, a Connecticut resident,
in his failed attempt to purchase eight apartment complexes and
one office building from the BNC entities. Miller's agent claimed
that Flaven was the scion of a prominent New England real estate
family and that Miller had verified that Flaven was to receive
adequate funding for the deal from a family trust. When the deals
fell apart, it was learned that Mr. Flaven was actually a truck
driver with no family money.

The partnerships were represented in the state court trial by Marc
R. Stanley and Roger L. Mandel of Stanley, Mandel & Iola, L.L.P.,
in Dallas. Howard Marc Spector of Spector & Johnson PLLC is
representing the partnerships in the involuntary bankruptcy.

"This case is a real tragedy for the partnerships' investors. The
savings of many hard-working people were wiped out by the actions
of Miller.  Now, Miller is refusing to pay what it owes and the
partnerships must act again to protect their investors," said
Stanley.


HIGHLANDS INVESTORS: Case Summary & 2 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: HIGHLANDS INVESTORS GROUP, LLC
        PO Box 611187
        Rosemary Beach, FL 32461

Bankruptcy Case No.: 09-20142

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight Jr., Esq.
                  Kight Law Office
                  9 SW Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  Email: info@kightlaw.com

Total Assets: $3,000,000

Total Debts: $1,914,296

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

          http://bankrupt.com/misc/ncwb09-20142.pdf

The petition was signed by Andrew Allen, member manager of the
Company.


HOLOGIC INC: S&P Raises Rating on $1.725 Billion Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Hologic Inc.'s $1.725 billion, 2% convertible
senior notes due 2037 to 'BB-' from 'B+', and revised the recovery
rating to '4' from '5'.  The 'BB-' issue rating is equal to the
corporate credit rating; the '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.  The higher issue-level and recovery ratings on
the convertible notes reflect the material reduction in the
outstanding balance of the senior secured term loans since S&P's
last review of these ratings.

The issue-level ratings on Hologic Inc.'s senior secured credit
facilities remain unchanged at 'BB+' (two notches above the
corporate credit rating) and the recovery ratings are unchanged at
'1', indicating an expectation for a very high (90%-100%)
recovery.

"The mid-speculative-grade rating on Hologic reflects its concerns
with the medical product company's aggressive growth, including
the challenges of integrating new activities, high debt leverage,
and technology risk," said Standard & Poor's credit analyst Cheryl
Richer.  Furthermore, the recession has negatively affected Breast
Health division revenues (about half of total revenues), as
hospitals cut back on equipment purchases because of budget
constraints.  Still, S&P expects growth in other business
segments, which reflects the annualized revenues of acquired
product lines, as well as organic growth, will experience only
moderate softness as a result of the economy.  Disposable products
reflect just under 60% of revenues.

                          Ratings List

                          Hologic Inc.

             Corporate credit rating   BB-/Stable/--

  Ratings Raised                           To              From
  --------------                           --              ----
  $1.725 billion convertible senior notes  BB-             B+
  Recovery rating                          4               5


INTERTAPE POLYMER: Reports Results of Shareholders' Meeting
-----------------------------------------------------------
Eric E. Baker, chairman of the Board of Directors of Intertape
Polymer Group Inc., reports that at the annual and special meeting
of shareholders of Intertape Polymer on June 29, 2009:

   -- the seven nominees proposed by management -- Eric E.
      Baker, Melbourne F. Yull, Robert Beil, George J. Bunze,
      Allan Cohen, Torsten A. Schermer and Jorge N. Quintas --
      were elected on a vote by show of hands; and

   -- Raymond Chabot Grant Thornton LLP, Chartered Accountants,
      were appointed as Intertape's auditors on a vote by show
      of hands.

Intertape Polymer Group Inc. develops and manufactures specialized
polyolefin, plastic and paper-based packaging products, as well as
complementary packaging systems for industrial and retail use.
Established in 1981 with headquarters in Montreal, Quebec and
Saraota/Bradenton, Florida, IPG employs approximately 2,100
employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.
Intertape Polymer Group Inc. Is a publicly traded company with its
common shares listed on the New York Stock Exchange and the
Toronto Stock Exchange under the stock symbol `ITP'.

                           *    *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009. The outlook is negative.
As of Dec. 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).

At December 31, 2008, the Company had $575,166,000 in total assets
and $341,849,000 in total liabilities.


JAZZ PHARMACEUTICALS: Pays Interest Under Sr. Secured Notes
-----------------------------------------------------------
Jazz Pharmaceuticals, Inc., paid to the holders of its senior
secured notes the interest payments that were due, but not paid,
on December 31, 2008, March 31, 2009, and June 30, 2009, for a
total payment of approximately $14.6 million.  The
$119.5 million principal amount of the notes is due in
June 2011.

Jazz Pharmaceuticals also delivered to the holders of the notes
financial statements for the quarter ended June 30, 2009, which
indicate that Jazz Pharmaceuticals had achieved as of June 30,
2009 net product sales at the level required to suspend its prior
obligation to maintain a minimum cash balance in an account that
is pledged to the collateral agent for the notes.  The requirement
to maintain the account was triggered in May 2009, and Jazz
Pharmaceuticals did not, at that time, establish the required
account.

Jazz Pharmaceuticals believes that it has cured all material
defaults under the agreement governing the notes, and that it will
be able to comply with the agreement on an ongoing basis,
including payment of future interest payments when due and
repayment of the principal amount of the notes when due in June
2011.

                    About Jazz Pharmaceuticals

Jazz Pharmaceuticals -- http://www.jazzpharmaceuticals.com/-- is
a specialty pharmaceutical company that identifies, develops and
commercializes innovative treatments for important, underserved
markets in neurology and psychiatry.


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)

Judge: Chief Judge Joseph M. Scott Jr.

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.


KAINOS PARTNERS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Kainos Partners Holding Company LLC of Greer, S.C., has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
the District of Delaware, Lauren Shepherd at The Associated Press
reports.

According to The AP, Kainos Partners blamed its collapse on a
sales decline that made it impossible for the Company to meet its
loan obligations.  Kainos Partners Chief Operating Officer Bart
Thorne said in court documents that the downturn in the economy
and increasing food costs resulted in the Company's bankruptcy
filing, as fewer consumers frequented restaurants to save cash.
Kainos Partners also discovered in January that its chief
financial officer had used company assets for personal purposes,
leading to that executive's dismissal, The AP relates.

Court documents say that Kainos Partners listed $10 million to $50
million in assets and $10 million to $50 million in liabilities.

Kainos Partners Holding Company LLC of Greer, S.C., is a
franchisee of doughnut and coffee chain Dunkin' Donuts.  It
operates 56 Dunkin' Donuts locations in New York, South Carolina
and Nevada and employs about 700 people.  The Company has eight
stores under construction.


KENNETH LAMAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kenneth Lamar Coleman
        3404 Sundance Drive
        Gainesville, GA 30506

Bankruptcy Case No.: 09-22745

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Bob J. Phillips, Esq.
                  B. Phillips & Associates PC, Suite 104
                  327 Dahlonega St.
                  Cumming, GA 30040
                  Tel: (770) 205-1922
                  Email: bphill60@msn.com

Total Assets: $1,900,846

Total Debts: $2,238,864

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

          http://bankrupt.com/misc/ganb09-22745.pdf

The petition was signed by Mr. Coleman.


KEY ENERGY: S&P Downgrades Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Key
Energy Services Inc., Complete Production Services, and Forbes
Energy Services LLC.

"The rating actions primarily reflect S&P's expectations that
industry conditions, particularly natural gas, will remain weak
for the rest of the year and possibly well into 2010, continuing
to constrain an already weak financial performance," said Standard
& Poor's credit analyst Thomas Watters.

                     Key Energy Services Inc.

S&P lowered its corporate credit rating on Key Energy Services
'BB-' from ' BB'.  The outlook is negative.  The rating action
reflects S&P's concern that near-term fundamentals for the well-
servicing industry, particularly natural gas-related activity,
could weaken further in the second half of 2009 and possibly
remain weak well into next year.  Rapid and severe spending cuts
by the E&P sector have led to dramatic falls in earnings across
the sector.  Although Key could benefit from improving crude oil
prices, S&P remains concerned about the sustainability of recent
price increases and the willingness of E&P companies to
meaningfully expand oil drilling and servicing spending in the
near term.  As such, S&P expects Key's financial measures to be
below expectations.  S&P could lower ratings further if earnings
fail to stabilize in the second half of 2009, and expectations for
liquidity and financial measures continue to weaken.

                   Complete Production Services

S&P lowered the corporate credit rating on Complete Production
Services to 'B+' from 'BB-'; the outlook is negative.  At the same
time S&P lowered the issue-level ratings on Complete's
$650 million 8% senior notes to 'B+' from 'BB-'.  The recovery
rating on this debt remains at '3', indicating S&P's expectations
of 50%-70% recovery of principal in a payment default.  The
downgrade reflects S&P's expectation that Complete's operational
and financial performance will continue to decline because of the
company's exposure to the North American oil and gas market.  The
company's financial performance for 2009 will be very weak.  S&P
expects industry conditions, particularly with respect to natural
gas, could possibly remain weak well into 2010.  Also, as poor
industry conditions and weak gas prices persist through 2009 and
EBITDA continues to drop quarter over quarter, Complete could face
covenant issues, particularly with respect to its maximum total
debt to EBITDA covenant of 3x.  Weak operating performance for
several quarters, tightening liquidity, or breach of financial
covenants could warrant a downgrade.

                    Forbes Energy Services LLC

S&P lowered its corporate credit rating on Forbes Energy Services
to 'CCC+' from 'B'.  The outlook is negative.  The rating action
reflects the company's thin interest expense coverage, and S&P's
concern about Forbes' ability to generate adequate cash flows to
meet debt service requirements without a near-term recovery in the
well-services industry.  S&P expects 2009 adjusted EBITDA coverage
of interest expense to average a very weak 1.5x, leaving little
cushion to further earnings declines.  Given annualized first-
quarter adjusted EBITDA of about $35 million, annual interest
expense of about $25 million and $10 million of required debt
repayment in 2009, Forbes' ability to maintain adequate cash flow
and liquidity to fund debt service requirements beyond 2009 is
suspect.  Additionally, given its small market share relative to
rated peers Key Energy, Basic Energy Services Inc., and Complete
Production Services, Forbes' ability to benefit from any recovery
in utilization levels could lag peers.

                            Rating List

                          Ratings Lowered

                      Key Energy Services Inc.

Corporate Credit Rating      BB-/Negative/--  BB/Negative/--

                   Complete Production Services

Corporate Credit Rating        B+/Negative/--   BB-/Negative/--
Senior Notes                   B+               BB-
  Recovery Rating              3                3

                    Forbes Energy Services LLC

Corporate Credit Rating     CCC+/Negative/--     B/Negative/--


LANDMARK FBO: S&P Removes 'B-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its
ratings on aviation support provider Landmark FBO LLC, including
the 'B-' corporate credit rating, at the company's request.  The
Houston, Texas-based company has about
$335 million of debt.

"The previous 'B-' long-term corporate credit rating on Landmark
reflected the company's very high debt leverage, very weak cash
flow protection measures, limited liquidity, the risks associated
with the cyclical and competitive general aviation market, which
is now in a sharp downturn, and modest earnings and cash flow,"
said Standard & Poor's credit analyst Roman Szuper.  These factors
far outweigh Landmark's position as the third-largest provider of
fixed-base operations services, with 2008 revenues of about $400
million.  The scarcity of airport leases that provide considerable
barriers to entry further enhance the company's position.


LEAR CORP: Files for Ch 11 Bankruptcy; Plan Has Creditors' Okay
---------------------------------------------------------------
Lear Corp. has received the support it was seeking from its bank
lenders and bondholders to move forward with its debt
restructuring plan.  To implement the restructuring, Lear and
certain of its U.S. and Canadian subsidiaries have filed voluntary
petitions in the U.S. Bankruptcy Court for the Southern District
of New York seeking relief under the provisions of Chapter 11 of
the United States Bankruptcy Code.  Lear's subsidiaries outside
the U.S. and Canada are not part of the Chapter 11 filings.

On July 1, the Company said it had reached an agreement in
principle regarding a consensual debt restructuring with steering
committees representing its secured lenders and its bondholders.
At that time, the plan had the support of a majority of the
members of a steering committee of the Company's secured lenders
and a steering committee of bondholders acting on behalf of an ad
hoc group of bondholders.  Since then, the Company has secured
support from additional secured lenders and bondholders and has
entered into agreements supporting the restructuring plan with
approximately 68% in principal amount of its secured lenders and
more than 50% in principal amount of its bondholders.

Under the proposed restructuring plan, which needs to be approved
by the Bankruptcy Court, Lear's trade creditors will be paid in
full subject to certain limited exceptions.  The Company has filed
motions seeking to continue to pay trade creditors under normal
terms in the ordinary course of business.

The Company also said that it has sought approval from the
Bankruptcy Court to continue to provide pay and benefits to its
employees worldwide without interruption and to continue its
normal course funding of its pension obligations in the U.S. and
Canada.

Bob Rossiter, Lear's Chairman, Chief Executive Officer and
President, said, "We are conducting business as usual and are very
pleased to have received strong support from our lender and
bondholder groups for our debt restructuring plan.  We intend to
proceed on an expedited basis and expect to submit the plan to the
Bankruptcy Court within 60 days.  Our goal is to emerge from this
process quickly and with an appropriate capital structure to
support our long-term business objectives as a leading global
competitor with the financial flexibility to build on our
strengths and take advantage of future growth opportunities."

The Company has received commitments from a syndicate of secured
lenders, led by J.P. Morgan and Citigroup, for $500 million in new
money debtor-in-possession financing.  The proposed DIP financing,
subject to customary conditions, provides additional financial
flexibility that supplements Lear's significant existing cash
balances.  The DIP agreement includes provisions that, subject to
certain conditions, provide for exit financing upon Lear's
emergence from Chapter 11.

Lear has filed several other customary "first day motions" with
the Bankruptcy Court, including with respect to its cash
management procedures, which will help it to continue conducting
business without interruption while it pursues its restructuring
on an expedited basis.

Lear's legal advisors are Kirkland & Ellis LLP and Winston &
Strawn LLP; its restructuring advisor is Alvarez & Marsal; and its
financial advisor is Miller Buckfire & Co.

Law firm Simpson Thacher & Bartlett LLP is representing JP Morgan
as administrative agent for Lear Corp.'s senior secured lenders,
including pre-petition credit agreement lenders, DIP lenders and
exit/emergence lenders.  The Simpson Thacher team includes
bankruptcy partner Ken Ziman and financial services partner JT
Knight.

                   Prepetition Capital Structure

As of May 30, 2009, Lear listed total assets of $1,270,800,000
and $4,536,000,000 in total liabilities.

Lear's principal capital structure consists of secured revolving
and term loan facilities, senior unsecured notes and equity.  As
of July 7, 2009, the Company had approximately $3.6 billion of
funded debt.  Its long-term prepetition debt structure is
principally comprised of:

  (a) a Senior Credit Facility;
  (b) 2013 and 2016 Senior Notes;
  (c) 2014 Senior Notes; and
  (d) Zero Coupon Convertible Notes.

A. Senior Secured Debt

On April 25, 2006, Lear Corp., Lear Canada, Lear Corporation
Sweden AB, Lear Financial Services (Netherlands) B.V., Lear
Corporation (UK) Limited and Lear Corporation Mexico, S.A. de
C.V. entered into the Amended and Restated Credit and Guarantee
Agreement with a syndicate of institutions led by J.P. Morgan
Chase Bank, N.A., acting as general administrative agent, and The
Bank of Nova Scotia, acting as the Canadian administrative agent.
The Credit Agreement, as amended, provides for aggregate
commitments of $2.289 billion, consisting of (a) a maximum
revolving credit facility of $1.289 billion, and (b) a $1 billion
term loan.

On June 30, 2009, Lear did not make required payments in an
aggregate amount of $7.15 million due and payable under the
Senior Credit Facility.  In addition, as of July 1, 2009, Lear is
not in compliance with the leverage ratio and interest ratio
covenants and certain other provisions contained in the Senior
Credit Facility.  As a result, Lear is in default under the
Senior Credit Facility and the Senior Credit Facility lenders may
accelerate Lear's obligations under the facility upon the vote of
the lenders holding a majority of outstanding commitments and
borrowings and exercise all other remedies available under the
Senior Credit Facility.

As of June 1, 2009, Lear had approximately $1.265 billion
outstanding under the Revolving Credit Facility, of which
$464 million will mature on March 23, 2010, and $801.2 million
will mature on January 31, 2012, which includes approximately
$73.2 million in face amount of letters of credit issued under the
Revolving Credit Facility.

As of July 7, 2009, the total amount outstanding under the Term
Facility was $985 million, which matures in installments with the
balance due and payable in its entirety on April 25, 2012.

The Company has the ability under the Revolving Credit Facility
to enter into hedging arrangements to mitigate its risk against
fluctuations in interest rates, commodity prices and foreign
exchange rates.  Prior to July 7, 2009, Lear entered
into several secured hedging arrangements with certain of the
Revolving Credit Facility lenders.

B. Unsecured Debt

As of July 7, 2009, Lear had outstanding approximately
$1.29 billion aggregate principal amount of senior unsecured
notes, comprised of:

  (a) the unsecured 8.5% senior notes due 2013 and the unsecured
      8.75% senior notes due 2016;

  (b) the unsecured 5.75% senior notes due 2014; and

  (c) the unsecured zero-coupon convertible senior notes due
      2022.

The Senior Unsecured Notes are unconditionally guaranteed on a
senior unsecured basis by the Guarantors, jointly and severally.

* 2013 and 2016 Senior Note

Lear issued the 2013 and 2016 Senior Notes under the Indenture
dated November 24, 2006.  The Bank of New York Trust Company,
N.A. is the trustee.  The 2013 and 2016 Senior Notes are
unsecured and rank equally with Lear's other unsecured senior
indebtedness, including the other Senior Unsecured Notes, and
contain covenants restricting Lear's ability to incur liens and
to enter into sale and leaseback transactions.  The interest on
the 2013 and 2016 Senior Notes is payable on June 1 and
December 1 of each year.  As of June 1, 2009, approximately
$887.25 million in aggregate principal amount of 2013 and 2016
Senior Notes remained outstanding.

On June 1, 2009, the Debtors failed to make semiannual interest
payments of approximately $38.4 million due on the 2013 and 2016
Senior Notes and opted instead to utilize the 30-day grace period
applicable to the interest payments.  As Lear did not make the
interest payment on either of the 2013 and 2016 Senior Notes by
the expiration of the 30-day grace period, Lear is in default
under each of the 2013 and 2016 Senior Notes and the holders of
25% in aggregate principal amount of either of the 2013 and 2016
Senior Notes have the right to accelerate their respective
obligations under the 2013 and 2016 Senior Notes.

* 2014 Senior Notes

Lear issued the 2014 Senior Notes under the Indenture dated
August 3, 2004.  BNY Midwest Trust Company is the trustee.  The
2014 Senior Notes are unsecured and rank equally with Lear's
other unsecured senior indebtedness, including the other
Senior Unsecured Notes, and contain covenants restricting Lear's
ability to incur liens and to enter into sale and leaseback
transactions.  The interest on the 2014 Senior Notes is payable
on February 1 and August 1 of each year.  As of June 1, 2009,
approximately $400 million in aggregate principal amount of 2014
Senior Notes remained outstanding.

* Zero Coupon Convertible Notes

Lear issued the Zero Coupon Convertible Notes on February 20,
2002.  The Zero Coupon Convertible Notes are unsecured and rank
equally with Lear's other unsecured senior indebtedness,
including the other Senior Unsecured Notes.  Interest on the Zero
Coupon Convertible Notes accretes at 4.75%, compounded semi-
annually.  As of July 7, 2009, approximately $819,000 in
aggregate accreted value of Zero Coupon Convertible Notes
remained outstanding.

* Equity

Lear is currently listed on the New York Stock Exchange under the
symbol LEA.  As of June 17, 2009, Lear had approximately
77.5 million shares of common stock outstanding.  On July 2, 2009,
the New York Stock Exchange announced a suspension of trading of
Lear's common stock.  All of Lear's stock listed on the New York
Stock Exchange will be delisted.  The Company does not have any
preferred stock outstanding.

                  EVENTS LEADING TO CHAPTER 11

During 2008 and into 2009, the global automotive industry has
suffered an unprecedented downturn that has significantly
strained the operations of OEMs, Tier I automotive suppliers, and
all lower tiered automotive suppliers across the supply chain.
Substantial decreases in vehicle sales have led to declines in
vehicle production and decreased demand for Lear's products, says
Shari L. Burgess, vice president and treasurer of Lear Corp.

According to Mr. Burgess, Lear saw demand for its top 15
platforms in North America fall 25% in 2008.  Furthermore, the
mix of vehicle platforms for which the Company provide products
also negatively affected its operating results and profitability.

"A disproportionate share of the Company's past net sales and
profitability in North America has been on light truck and large
SUV platforms of domestic automakers, which are now experiencing
significant competitive pressures as consumer purchasing patterns
shift toward passenger cars, crossover vehicles and other vehicle
platforms for which the Company provide less content," Mr.
Burgess notes.

Light truck sales in the United States in 2008, including sales
of SUVs, fell 25% from 2007, and Lear's light truck/SUV-based
revenues in North America declined 43% during the same time
period.

In addition to declining automobile sales, the cost of certain
raw materials, principally steel, resins, copper and certain
chemicals, as well as higher energy costs, had an adverse impact
on the Company's operating results for several years, Mr. Burgess
explains.

The Company implemented strategies to mitigate or partially
offset the impact of higher raw material, energy and commodity
costs, including cost reduction actions, utilization of cost
technology optimization process, selective in-sourcing of
components, continued consolidation of their supply base, longer-
term purchase commitments and acceleration of low-cost country
sourcing and engineering.  However, due to the magnitude and
duration of the increased raw material, energy and commodity
costs, these strategies offset only a portion of the adverse
impact, Mr. Burgess says.

With significant disruptions and uncertainty in the automotive
industry and general capital market conditions, and a need to
further bolster its liquidity position, Lear borrowed $1.2
billion under its Senior Credit Facility during the fourth
quarter of 2008.  Because of the continued uncertainty, the
Company decided not to repay amounts borrowed, causing it to fall
out of compliance with the leverage ratio contained in the Credit
Agreement as of December 31, 2008.

In early 2009, certain Secured Credit Facility lenders formed a
steering committee led by the Administrative Agent to engage in
discussions with the Company.  Upon the steering committee's
formation, Lear began good faith negotiations with the Senior
Credit Facility lenders to secure an amendment and waiver of
default under the Senior Credit Facility to allow it to
adequately explore restructuring alternatives.

On March 17, 2009, as these negotiations intensified, Lear
entered into an amendment and waiver with the Senior Credit
Facility lenders that (a) waived existing defaults through
May 15, 2009, and (b) amended the financial covenants and certain
other provisions of the Senior Credit Facility.  On May 13, 2009,
to provide it additional time to continue discussions with their
senior secured lenders and evaluate other restructuring options,
Lear entered into a second amendment of the Senior Credit
Facility, which extended the first waiver through the earlier of
the date on which the Company makes any payments on the
outstanding Senior Unsecured Notes or June 30, 2009.

While negotiating with the Senior Credit Facility lenders, Lear
evaluated other potential restructuring alternatives, including
entering into discussions with certain parties regarding
strategic transactions, to ensure they maximized enterprise
value.  In early June 2009, the Company commenced discussions
with an ad hoc committee comprised of certain holders of
the 2013, 2014 and 2016 Senior Notes regarding a comprehensive
debt restructuring.

After weeks of extensive negotiations, Lear reached agreement
with a majority of their Senior Credit Facility lenders and
noteholders regarding the terms of a consensual debt
restructuring that will achieve a significant de-leveraging of
its balance sheets.  The principal terms of this restructuring
are set forth in a Chapter 11 plan term sheet, a full-text copy
of which is available for free at:

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

The terms of Lear's proposed Chapter 11 plan contemplate the
Company obtaining financing upon emergence and fully satisfying
prepetition obligations to its ongoing suppliers.

Evidencing their support of the plan term sheet, a majority of
the Senior Credit Facility lenders and noteholders have executed
plan support agreements by which these parties agree to support a
chapter 11 plan containing the terms set forth in the plan term
sheet, Mr. Burgess notes.

Simpson Thacher & Bartlett LLP is representing JP Morgan Chase
Bank, N.A., as administrative agent for Lear's senior secured
lenders, including prepetition credit agreement lenders, DIP
lenders, and exit/emergence lenders.  The Simpson Thacher team
includes bankruptcy partner Kenneth S. Ziman, Esq., and financial
services partner James T. Knight, Esq.

On July 7, 2009, Lear and 23 of its affiliates filed Chapter 11
petitions to effectuate their proposed restructuring.  The
Debtors expect to emerge from Chapter 11 as a substantially de-
leveraged enterprise with competitive going forward operations.

                  Estimated Financial Data

For the 30-day period following the filing of the Chapter 11
cases, Lear expects to incur these estimated expenses:

  Description                           Amount
  -----------                           ------
  Cash Receipts                    $72,341,000
  Cash Disbursements             ($297,700,000)
  Net Cash Loss                  ($225,357,000)
  Unpaid Obligations
  (excluding professional fees)   $175,305,000
  Unpaid Receivables
  (excluding professional fees)    $48,421,000

The estimated consolidated amount of payroll to all employees and
financial and business consultants of the Debtors and non-debtor
domestic affiliates for the 30-day period are:

  Group                           Estimated Amount
  -----                           ----------------
  Employees                            $19,775,000
  Officers, Directors, Stockholders       $275,000
  Financial and Business Consultants      $850,000

                         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.

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


LEAR CORP: Seeks to Employ Kirkland & Ellis as Attorneys
--------------------------------------------------------
Pursuant to Sections 327(a) and 330 of the Bankruptcy Code, the
Lear Corp. and its affiliates seek the Court's authority to employ
Kirkland & Ellis LLP as their attorneys, nunc pro tunc to the
Petition Date.  The Debtors have selected Kirkland & Ellis because
of the firm's expertise and extensive experience and knowledge in
the fields of debtors' protections, creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.

As attorneys, Kirkland & Ellis will:

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

  (b) advise and consult on the conduct of the Chapter 11 Cases,
      including all of the legal and administrative requirements
      of operating in chapter 11;

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

  (d) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against
      the Debtors and represent the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including objections to claims filed
      against the Debtors' estates;

  (e) prepare pleadings, including motions, applications,
      answers, orders, reports and papers necessary or otherwise
      beneficial to the administration of the Debtors' estates;

  (f) represent the Debtors in connection with obtaining
      financing and new money investments;

  (g) advise the Debtors in connection with any potential sales
      of assets;

  (h) appear before the Court and any appellate courts to
      represent the interests of the Debtors' estates before
      those courts;

  (i) consult with the Debtors regarding tax matters;

  (j) take any necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors and obtain
      approval of a chapter 11 plan; and

  (k) perform all other necessary or otherwise beneficial legal
      services for the Debtors in connection with the
      prosecution of the Chapter 11 Cases, including:

        (i) analyzing the Debtors' leases and contracts and the

            assumptions, rejections or assignments;

       (ii) analyzing the validity of liens against the Debtors;
            and

      (iii) advising the Debtors on corporate and litigation
            matters.

The Debtors will pay Kirkland & Ellis based on the firm's
customary hourly rates:

  Professional              Range
  ------------              -----
  Partners                 $550-$1,045
  Of Counsel               $500-$965
  Associates               $320-$660
  Paraprofessionals        $120-$280

James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., Ryan Blaine
Bennett, Esq., and Paul Wierbicki, Esq., are expected to have
primary responsibility in providing services to the Debtors.

The Debtors will also reimburse Kirkland & Ellis for expenses
incurred in connection with the Chapter 11 cases including
overnight mail, transportation, overtime expenses, computer-
assisted legal research, photocopying, meals and lodging.

On February 6, 2009, the Debtors paid Kirkland & Ellis a classic
retainer of $750,000.  Pursuant to the Engagement Letter, the
classic retainer payments are property of Kirkland & Ellis and
are not held in a separate account.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code
and does not hold or represent an interest adverse to the
Debtors' estates.

                         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.

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


LEAR CORP: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lear Corporation
        21557 Telegraph Road
        Southfield, MI 48033

Bankruptcy Case No.: 09-14326

Debtor-affiliates filing separate to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Lear South Africa Limited                          09-14325
Lear #50 Holdings, LLC                             09-14327
Lear Argentine Holdings Corporation #2             09-14328
Lear Automotive Dearborn, Inc.                     09-14329
Lear Automotive Manufacturing, LLC                 09-14330
Lear Canada                                        09-14331
Lear Canada Investments Ltd.                       09-14332
Lear Corporation (Germany) Ltd.                    09-14333
Lear Corporation Canada Ltd.                       09-14334
Lear Corporation EEDS and Interiors                09-14335
Lear Corporation Global Development, Inc.          09-14336
Lear EEDS Holdings, LLC                            09-14337
Lear European Operations Corporation               09-14338
Lear Holdings, LLC                                 09-14339
Lear Investments Company, LLC                      09-14340
Lear Mexican Holdings Corporation                  09-14341
Lear Mexican Holdings, LLC                         09-14342
Lear Mexican Seating Corporation                   09-14343
Lear Operations Corporation                        09-14344
Lear Seating Holdings Corp. #50                    09-14345
Lear South American Holdings Corporation           09-14346
Lear Trim L.P.                                     09-14347
Renosol Seating, LLC                               09-14348

Type of Business: Lear Corporation 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.

Chapter 11 Petition Date: July 7, 2009

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel:  James H.M. Sprayregen, Esq.
                   Marc Kieselstein, Esq.
                   Ryan Blaine Bennett, Esq.
                   Paul Wierbicki, Esq.
                   Kirkland & Ellis LLP
                   Citigroup Center
                   601 Lexington Avenue
                   New York, NY 10022
                   Tel: (212) 446-4800
                   Fax: (212) 446-4900
                   http://www.kirkland.com/

Debtors' Creditors
Arrangement Act
Counsel:           Joel Scoler, Esq.
                   Kevin McElcheran, Esq.
                   McCarthy Tetrault LLP
                   Suite 5300, TD Bank Tower
                   Toronto Dominion Centre
                   Toronto, ON M5K 1E2
                   Tel: (877) 244-7711
                   Fax: (416) 868-0673
                   http://www.mccarthy.ca/

Debtors'
Special Counsel:   Winston & Strawn LLP
                   200 Park Avenue
                   New York, New York 10166-4193
                   Tel: (212) 294-6700
                   Fax: (212) 294-4700
                   http://www.winston.com/

Debtors'
Restructuring
Advisors:          Alvarez & Marsal North America LLC
                   Global HQ, 6th Floor
                   600 Lexington Avenue
                   New York, NY 10022
                   Tel: (212) 759-4433
                   Fax: (212) 759-5532
                   http://www.alvarezandmarsal.com/

Debtors'
Special Michigan
and Other Counsel: Bodman LLP
                   201 West Big Beaver Road, Suite 500
                   Troy, Michigan 48084
                   Tel: (248) 743-6000
                   Fax: (248) 743-6002
                   http://www.bodmanllp.com/

Debtors'
Special Counsel:   Brooks Kushman P.C.
                   1000 Town Center
                   Twenty-Second Floor
                   Southfield, Michigan 48075-1238
                   Tel: (248) 358-4400
                   Fax: (248) 358-3351
                   http://www.brookskushman.com/

Debtors'
Auditors and Tax
Advisors:          Ernst & Young LLP
                   One Kennedy Square, Suite 1000
                   777 Woodward Avenue
                   Detroit, MI 48226
                   Tel: (313) 628 7100
                   Fax: (313) 628 7013
                   http://www.ey.com/

Debtors'
Notice and Claims
Agent:             Kurtzman Carson Consultants LLC
                   2335 Alaska Avenue
                   El Segundo, CA 90245
                   Tel: (866) 927-7093
                   http://www.kccllc.net/

Counsel to
JP Morgan,
Admin. Agent for
Senior secured
Lenders and
DIP lenders        Simpson Thacher & Bartlett LLP

The Debtors' financial condition as of May 30, 2009:

Total Assets: $1,270,800,000

Total Debts: $4,536,000,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York Mellon    Bond Debt         $589,250,000
Trust Company, N.A.,
Indenture Trust
Attn: Roxane J. Ellwanger
2016 Indenture
480 Washington Blvd, 27th Floor
Jersey City, NJ 07310
United States
Tel: (312) 827-8574
Fax: (312) 827-8542

The Bank of New York Mellon    Bond Debt         $399,524,000
Trust Company, N.A.,
Indenture Trust
Attn: Roxane J. Ellwanger
2016 Indenture
480 Washington Blvd, 27th Floor
Jersey City, NJ 07310
United States
Tel: (312) 827-8574
Fax: (312) 827-8542

The Bank of New York Mellon    Bond Debt         $298,000,000
Trust Company, N.A.,
Indenture Trust
Attn: Roxane J. Ellwanger
2016 Indenture
480 Washington Blvd, 27th Floor
Jersey City, NJ 07310
United States
Tel: (312) 827-8574
Fax: (312) 827-8542

Johnson Controls, Inc.         Trade Payable     $5,076,686
Attn: Larry Mathias, Vice
President
48200 Halyard Drive
Plymouth, MI 48170
United States
Tel: (616) 283-2365
Fax: (734) 254-5222

CRH-DAS, L.L.C.                Trade Payable     $4,655,165
Attn: Dean Lenane, President
24800 Warner Ave
Warren, MI 48091
United States
Tel: (586) 757-0000
Fax: (586) 620-7300

Rozmor Land Co.                Promissory Note   $4,151,741
Attn: Lowell D. Salesin
28400 Northwestern Highway
Third Floor
Southfield, MI 48034-1839
United States
Tel: (248) 827-1889
Fax: (248) 359-6189

Tyco Electronics Corp.         Trade Payable     $3,763,893
Attn: Tom Lynch, Chief
Executive Officer
1050 Westlakes Dr.
Berwyn, PA 19312
United States
Tel: (610) 893-9800
Fax: (717) 986-7575

Porter Engineered Systems Inc  Trade Payable     $3,034,901
Attn: John Ball, President
and Chief Executive Officer
28700 Cabot Drive, Suite 800
Novi, MI 48377
United States
Tel: (248) 994-8105
Fax: (248) 994-8102

Jay Industries, Inc.           Trade Payable     $2,996,559
Attn: Rick Taylor, President
150 E. Longview Avenue
Mansfield, OH 44903
United States
Tel: (734) 994-8800 x15
Fax: (419) 521-0121

TK Holdings, Inc               Trade Payable     $2,718,257
Attn: Kevin Kennedy, Vice
President Sales
2500 Takata Drive
Auburn Hills, MI 48326
United States
Tel: (248) 377-6127
Fax: (248) 475-2414

Sumitomo Mitsui Banking                          $2,500,000
Corporation
Attn: CBDA-1
277 Park Avenue, 6th Floor
New York, NY 10172
United States
Tel: (212) 224-4000
Fax: (212) 593-9514

Woodbridge Corporation         Trade Payable     $2,362,645
Attn: Richard J. Jocsak
Senior Vice President and
Chief Financial Officer
4240 Sherwoodtowne Boulevard
Mississauga, ON L4Z 2G6
Canada
Tel: (905) 896-3882 ext. 447
Fax: (905) 896-3558

Autoliv Inc.                   Trade Payable     $2,326,320
Attn: William Campbell, Chief
Financial Officer
3350 Airport road
Odgen, UT 84405
United States
Tel: (801) 620-8272
Fax: (801) 625-8236

Canadian General Tower Ltd.    Trade Payable     $2,128,658
Attn: Jan Chaplin, President
and Chief Executive Officer
52 Middelton Street
Cambridge, ON N1R5T6
Canada
Tel: (519) 623-1633
Fax: (519) 623-5803

International Automotive       Trade Payable     $2,579,212
Components Group North
America, Inc.
Attn: James Kamsickas
President & CEO
5300 Auto Club Drive
Dearborn, MI 48126
United States
Tel: (313) 240-3000
Fax: (313) 240-3100

Robert Bosch LLC               Trade Payable     $1,878,963
Attn: Danny Hyman, Regional
President
15000 Haggerty Road
Plymouth, MI 481740
United States
Tel: (734) 979-3290
Fax: (734) 979-3820

Four-Way Tool & Die Inc.       Trade Payable     $1,848,830
Attn: Larry Erickson - CEO
239 Indusco Ct
Troy, MI 48083
United States
Tel: (248) 585-8255
Fax: (248) 585-3846

The Bank of Tokyo Mitsubishi                     $1,700,000
UFJ, Ltd.
Attn: Mr. Kawabata, Japanese
Corporate Finance
227 W. Monroe Street
Suite 2300
Chicago, IL 60606
United States
Tel: (312) 696-4603
Fax: (312) 696-4534

Leoni Kabel GMBH               Trade Payable     $1,652,727
Attn: Wolfgang Losch, Chief
Executive Officer
Stieberstrasse 5
Roth, 91154
Germany
Tel: (499171) 804-2391
Fax: (499171) 804-2190

Yazaki North America Inc.      Trade Payable     $1,525,425
Attn: George Perry, President
and Chief Executive Officer
6801 Haggerty Road
Canton, MI 48187
United States
Tel: (734) 983-1000
Fax: (734) 983-2843

Grammer Industries, Inc.       Trade Payable     $1,197,712
Attn: Dimitri Moustakeas, VP
Sales and Engineering
201 Forrester Dr. Suite C6
Forrester Industrial Pk.
Greenville, SC 29607
United States
Tel: (248) 530-1245
Fax: (248) 530-1221

Delphi Corporation             Trade Payable     $1,154,122
Attn: Rodney O'Neal, President
and Chief Executive Officer
5725 Delphi Drive
Troy, MI 48098
United States
Tel: (248) 813-2557
Fax: (248) 813-2333

John Wm. Butler Jr., Partner
John K. Lyons, Partner
Ron E. Meisler, Partner
Skadden, Arps, Slate,
Meagher & Flom LLP
333 West Wacker Drive
Suite 2100
Chicago, IL 60606
Tel: (800) 718-5305
Fax: (312) 407-0411

Molex, Inc.                    Trade Payable     $1,142,421
Attn: Martin P. Slark, Vice
Chairman and Chief Executive
Officer
2222 Wellington Ct
Lisle, IL 60532
United States
Tel: (630) 969-4550
Fax: (630) 416-4918

Fisher & Company, Inc.         Trade Payable     $1,097,471
Attn: Michael Fisher
President
33180 Freeway Drive
St. Clair Shores, MI 48082
United States
Tel: (586) 746-2000
Fax: (586) 746-3301

Aunde Group                    Trade Payable     $1,061,157
Attn: Gerwald Meilen, Vice
President
3000 Town Center
Suite 1385
Southfield, MI 48075
United States
Tel: (248) 358-0810
Fax: (248) 358-0815

Faurecia                       Trade Payable     $1,055,216
Attn: Robert Scales, Vice
President
2380 Meijer Drive
Troy, MI 48084
United States
Tel: (248) 288-8482
Fax: (248) 288-1074

Draka Philippines Inc.         Trade Payable     $1,049,358
Attn: Dr. Martina Lupberger
President
Mactan Economic Zone II
Basak
Lapu Lapu, 6015
Phillipines
Tel: (01149202) 296-2517
Fax: (01149202) 296-2000

Diversified Technologies       Trade Payable     $985,082
International
Attn: Chris Wiegel, Chief
Operating Officer
32969 Glendale Ave.
Livonia, MI 48150
United States
Tel: (734) 524-1450
Fax: (734) 524-1449

Omron Automotive Electronics   Trade Payable     $881,374
Inc.
Attn: Mike Van Gendt, President
2270 Bristol Circle
Oakville, ON L6H 5S3
Canada
Tel: (905) 829-0136
Fax: (905) 829-0432

Kenwal Steel Corporation       Trade Payable     $876,527
Attn: David Bazzy, President
8223 W. Warren
Detroit, MI 48126
United States
Tel: (313) 739-1000
Fax: (313) 739-2325

Hatch Stamping Company         Trade Payable     $875,513
Attn: Daniel Craig, President
and Chief Operating Officer
635 E. Industrial Drive
Chelsea, MI 48118
United States
Tel: (734) 475-6242
Fax: (734) 475-6255

The Bank of New York Mellon    Bond Debt         $816,000
Trust Company, N.A., Indenture
Trust
480 Washington Blvd
27th Floor
Jersey City, NJ 7310
United States
Tel: (312) 827-8574
Fax: (312) 827-8542

Key Safety Systems, Inc.       Trade Payable     $785,718
Attn: David M. Smith, Sr.
Vice President and Chief
Financial Officer
World Headquarters
7000 Nineteen Mile Road
Sterling Heights, MI 48314
United States
Tel: (586) 726-4107
Fax: (586) 997-4670

W.E.T. Automotive Systems Ltd. Trade Payable     $767,682
Attn: Robert O. Klein
Managing Director
9472 Twin Oaks Drive
Windsor, ON N8N 5B8
Canada
Tel: (519) 739-4104
Fax: (519) 735-5239

Pullman De Puebla              Trade Payable     $737,986
S.A. DE C.V.
Attn: Daniel Fernandez
Operations Director
Carr.QRO-SAN LIUS POTOSI
KM.26.5 LT.25-2 MZA SANTA ROSA
Santiago, Queretaro,
Mexico
Tel: (5222) 273-7606
Fax: (5222) 273-7603

Keyang Electric Machinery Co.  Trade Payable     $732,405
Attn: Mr. Lee, Hyoung Ho
President
161 Dohari Sunghwan-eup
Cheonan Choongnam, 330-802
Korea
Tel: (8241) 580-0543
Fax: (8241) 580-0549

IEE Automotive Usa, Inc        Trade Payable     $716,896
Attn: Mr. Scott Whetter
President
1121 Centre Road
Auburn Hills, MI 48326
United States
Tel: (248) 364-0101
Fax: (248) 373-9924

Foamex International Inc.      Trade Payable     $711,971
Attn: John G Johnson, Jr.
President and Chief Executive
Officer
Rose Tree Corporate Center II
1400 N. Providence Rd.
Suite 2000
Media, PA 19063-2076
United States
Tel: (610) 744-2107
Fax: (610) 744-2190

Milliken & Co.                 Trade Payable     $711,883
Attn: Ashely Allen, President
and Chief Executive Officer
295 Broadcast DR.
Spartanburg, SC 29303
United States
Tel: (864) 503-2141
Fax: (864) 503-1304

Celestica Philippines Inc.     Trade Payable     $698,795
Attn: Andy Smith, Senior VP
and General Manager
1612 Specht Point Road
Suite 119
Fort Collins, CO 80525-4300
United States
Tel: (970) 225-0039
Fax: (970) 225-0039

Panasonic Electric Works Asia  Trade Payable     $669,803
Attn: Yojiro Yamamoto -
General Manager
629 Central Ave
New Providence, NJ 07974-1526
United States
Tel: (908) 464-3550 ext 2021
Fax: (908) 771-5658

Manufacturers Industrial       Trade Payable     $644,492
Group, LLC
Attn: Andre Gist - CEO
659 Natchez Trace Drive
Lexington, TN 38351
United States
Tel: (731) 967-0001
Fax: (731) 968-3320

Bridge Of Weir Leather Co Ltd  Trade Payable      $631,445
Attn: Karen Marshall, Director
Baltic Works
Kilbarchan Road
Renfrewshire, PA11 3RH
Scotland
Tel: (44150) 561-2132
Fax: (44150) 561-4964

C. Rob. Hammerstein GMBH & Co. Trade Payable     $619,367
KG / CRH NORTH AMERICA
Attn: Robert Houston
President
24800 Warner Ave.
Warren, MI 48091
United States
Tel: (586) 620-7273
Fax: (586) 620-7300

Dixie wire AFL                 Trade Payable     $608,660
Autom/Hondura
c/o Alcoa Electrical &
Electronic Solutions
Attn: William C. Brown, VP
Developing Markets
36555 Corporate Drive
Suite 185, MD 3W
Farmington Hills, MI 48331
United States
Tel: (248) 489-4705
Fax: (248) 489-4722

Serviacero Planos              Trade Payable     $603,717
S.A. DE C.V.
Attn: Benjamin Zermeno
Vice President
Blvd. Hermanos Aldama No. 4002
Col. Ciudad Industrial
Leon, GTO, 37490
Mexico
Tel: (477) 152-6000
Fax: (477) 152-6010

Cosma International, Inc       Trade Payable     $544,828
c/o Autoteck Mexico
S.A. DE C.V.
Attn: Eric Wilds, Exec, VP
Sales & Marketing
1807 E. Maple Rd
Troy, MI 48083
United States
Tel: (248) 524-5300
Fax: (248) 524-4674

Circuit Controls Corp          Trade Payable     $543,702
Attn: Ms. Lisa Whatley
Senior Sales Manager
6801 Haggerty Road
Canton, MI 48187
United States
Tel: (734) 502-6993
Fax: (734) 983-2843

Pension Benefit Guaranty Corp. pension liability undetermined
Attn: Jack Butler, Financial
Analyst
Corporate Finance and
Restructuring Group
1200 K Street, N.W.
Suite 270
Washington, DC 20005-4026
United States
Tel: (202) 326-4070
Fax: (202) 842-2643

The Debtors' Five Largest Secured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
JP Morgan Chase Bank, N.A.     revolving         $1,192,003,208
Loan and Agency Services Group facility
1111 Fannin, 10th Floor
Houston, Texas 77002

JP Morgan Chase Bank, N.A.     term loan         $985,000,000
Loan and Agency Services Group
1111 Fannin, 10th Floor
Houston, Texas 77002

Bank of America, N.A.                            unknown
Attn: Capital Markets
Documentation
100 N. Tryon St.
NC1-007-13-01
Charlotte, NC 28255
Fax: (704) 386-4113

Banque Paribas; BNP Paribas                      unknown
Attn: BFI/Boltit
20 Boulevard des Italiens
Paris, 75009 France

BNP Paribas
Attn: Legal and Transaction
Management Group
10 Harewood Avenue
London NW1 6AA, England
Fax: (212) 471-8078

Credit Suisse                                    unknown
Attn: Credit Suisse
International
One Cabot Square
London, E14 4QJ England
Fax: (917) 326-8603

The petition was signed by Matthew J. Simoncini.


LEHMAN BROTHERS: Related Cases Reach 667 in Hong Kong
-----------------------------------------------------
The Hong Kong Monetary Authority (HKMA) announced that there are
currently 667 Lehman-Brothers-related cases under disciplinary
consideration.  These are cases which have gone through detailed
investigation by the HKMA.

"A number of cases are at a very advanced stage of the
enforcement process.  Before making a final determination in
these cases, we have to go through due process to ensure
fairness, including giving the subjects of investigation an
opportunity to be heard," said by an HKMA spokesperson.

Since 17 October 2008 the HKMA has referred a total of 482
Lehman-Brothers-related cases (unchanged from last week),
involving 16 banks, to the SFC for further action.  These cases
have been reviewed by the HKMA, which has determined that there
are sufficient grounds for referring them to the SFC to
facilitate its investigations into banks.

The HKMA has, up to 3 July 2009, received 21,421 complaints
concerning Lehman-Brothers-related products, of which 21,169
complaints have gone through the preliminary assessment process.
As a result of the assessment, the HKMA is currently
investigating 6,271 cases and seeking further information on
12,770 cases.  A total of 1,461 complaints have been closed as
there was no sufficient prima facie evidence found after the
preliminary assessment process or no sufficient grounds and
evidence found after the detailed investigation.  "The closure of
these cases will not affect the top-down investigations being
undertaken by the SFC at the bank level," the HKMA spokesman
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).


LEHMAN BROTHERS: Short Credit, et al., Transfer Claims
------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received 19
notices of transfer of claims in Lehman Brothers Holdings Inc.'s
Chapter 11 cases from May 8 to June 29, 2009:
                                            Claim      Claim
Transferors            Transferees           Number     Amount
-----------            -----------           ------   ----------
Short Credit Master    Merrill Lynch Credit   2948    $2,891,503
Fund LP                Products LLC

                                             4410    $2,891,503

Canadian Imperial      C.V.I G.V.F. (Lux)     4790   $23,993,135
Bank of Commerce       Master S.a.r.1.

                                             4791    $3,636,224


                                             4792   $23,993,135

                                             4793    $3,392,038

                                             4794    $3,636,224

Bosque Power Company   C.V.I G.V.F. (Lux)     2895   $48,662,525
LLC                    Master S.a.r.l.

                                             2896   $48,726,707

                                                -   $48,600,723

Goldman Sachs Lending  OCM Opportunities Fund  537   $30,489,845
Partners LLC           VII Delaware, L.P.      538   $30,489,845

                      C.V.I G.V.F. (Lux)      537   $30,489,844
                      Master S.a.r.l.

                                              538   $30,489,844

                      GFA I LLC               537   $30,489,845
                                              538   $30,489,845

KeyBank N.A.           Goldman Sachs Lending   537   $91,469,534
                      Partners LLC            537   $91,469,534

                    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).


LODGIAN INC: Obtains 30-Day Extension on Mortgage Pool
------------------------------------------------------
Lodgian, Inc. has obtained an extension of the maturity date for
the Merrill Lynch Fixed Rate Pool #3.  As of July 1, 2009, the
principal amount of Pool #3 was $45.7 million.

The company and the special servicer for Pool #3 have entered into
an extension agreement to extend the maturity date of this
indebtedness until August 1, 2009.  Given the extension of the
maturity date, the company is not in default of the original loan.
The Company paid no extension fee in connection with this short-
term extension.  The 30-day extension is intended to provide the
parties an opportunity to reach an agreement on a longer-term
maturity extension.

The company and the special servicer are currently negotiating a
longer-term maturity extension for Pool #3; however, the company
can provide no assurances that the parties will reach such an
agreement.  In the event that the Company is unable to achieve a
long-term extension of Pool #3, the Company expects that
anticipated cash flow from the hotels securing Pool #3 may not be
sufficient to meet the related debt service obligations and it may
be necessary to transfer the properties securing this indebtedness
to the lender in satisfaction of the Company's obligations.

The principal balance of Pool #3, as of July 1, 2009, as well as a
listing of the hotels that serve as collateral under Pool #3:

     Merrill Lynch Fixed Rate Pool #3

     Principal balance, as of July 1, 2009 - $45.7 million

     Properties securing mortgage indebtedness:

         -- Courtyard by Marriott - Bentonville, AR
         -- Courtyard by Marriott - Florence, KY
         -- Holiday Inn Inner Harbor - Baltimore, MD
         -- Fairfield Inn by Marriott - Merrimack, NH
         -- Courtyard by Marriott - Abilene, TX
         -- Crowne Plaza - Houston, TX

                       About Lodgian Inc.

Lodgian, Inc. (NYSE Alternext US: LGN) -- http://www.lodgian.com/
-- is one of the nation's largest independent hotel owners and
operators.  The Company currently owns and manages a portfolio of
38 hotels with 7,079 rooms located in 22 states.  Of the company's
38-hotel portfolio, 18 are InterContinental Hotels Group brands
(Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn
Express), 12 are Marriott brands (Marriott, Courtyard by Marriott,
SpringHill Suites by Marriott, Residence Inn by Marriott and
Fairfield Inn by Marriott), two are Hilton brands, and five are
affiliated with other nationally recognized franchisors including
Starwood, Wyndham and Carlson.  One hotel is an independent,
unbranded property, which is currently closed and held for sale.


MAL DUNN: Chapter 11 Plan Bars State Court Suit Against Officer
---------------------------------------------------------------
WestLaw reports that the doctrine of equitable mootness applied to
bar the relief sought by a creditor, which requested a
clarification that orders entered in the debtor's Chapter 11 case
did not preclude it from prosecuting its state-court action
against the debtor's president.  The creditor received timely
notice of a global settlement, the debtor's disclosure statement,
the Chapter 11 plan, and the confirmation order, but did not
object to the release provisions in the plan and confirmation
order until more than one year after the entry of the confirmation
order and the plan's effective date.  Sustaining the creditor's
belated challenge to the plan and confirmation order, moreover,
would be inequitable and unfair to the president, who claimed to
have fully complied with the global settlement in reliance upon
the continuing validity and effectiveness of the release
provisions in the confirmation order and plan.  In re Mal Dunn
Associates, Inc., --- B.R.
----, 2009 WL 1758937 (Bankr. S.D.N.Y.).

Mal Dunn Associates, Inc., fka Dunn Direct, Inc., a consumer and
business-to-business marketer and specialist in customer
acquisition, retention and list asset growth --
http://www.maldunn.com/sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 07-36299) on August 24, 2007.  Represented by
David L. Barrack, Esq., at Fulbright & Jaworski, L.L.P., the
Debtor estimated its assets and liabilities at $1 million to $10
million at the time of the filing.


MCKINNEY HOTEL CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: McKinney Hotel Corporation
           dba Quality Inn of McKinney
           fdba Holiday Inn of McKinney
        216 Highway 1417, South
        Sherman, TX 75092

Bankruptcy Case No.: 09-42162

Chapter 11 Petition Date: July 6, 2009

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

Debtor's Counsel: Rod L. Poirot, Esq.
                  Cavazos Hendricks Poirot & Smitham, P.C.
                  900 Jackson Street, Suite 570
                  Dallas, TX 75202-4425
                  Tel: (214) 573.7300
                  Fax: (214) 573-7399
                  Email: rpoirot@chfirm.com

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

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

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

The petition was signed by T.A. Reynolds III, vice president of
the Company.


MICHIGAN STATE: Fitch Withdraws 'BB' Rating on Hospital Bonds
-------------------------------------------------------------
Fitch Ratings withdraws its 'BB' rating on the Michigan State
Hospital Finance Authority hospital revenue and refunding bonds
series 2008 (Detroit Medical Center Obligated Group) as the bonds
were never issued, and the issuance has been postponed
indefinitely.


MILLENNIUM TRANSIT: Seeks 6th DIP Loan from James Ludvik
--------------------------------------------------------
Millennium Transit Services, LLC, asks the U.S. Bankruptcy Court
for the District of New Mexico for permission to incur its sixth
postpetition loan from James A. Ludvik in the amount of $372,573.
The sixth DIP loan would cover the Debtor's expenses for June 1,
2009, to August 31, 2009, in accordance with a budget.

The sixth DIP loan would be on the same terms as the previous
debtor-in-possession loans made by Mr. Ludvik in the amount of
$354,832 (October 16, 2008), $395,023 (November 25, 2008),
$186,728 (January 27, 2009), $117,384 (March 2, 2009), and
$434,071 (June 16, 2009).  Mr. Ludvik is an insider of the Debtor.

As with the five earlier loans, the sixth DIP loan would be
secured by a second lien on all estate property.

The basic terms of the proposed financing are:

  Amount:                   Up to $507,946

  Interest Rate:            10%

  Repayment Schedule:       On plan confirmation or case
                            conversion

  Collateral                Second lien on all assets of the
                            Debtor, except for avoidance
                            actions

Pioneer Bank holds the first lien on the DIP Collateral, securing
a loan with a current principal balance of approximately
$3,500,000.

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The company filed for Chapter 11 relief on
August 29, 2008 (Bankr. D. N.M. Case No. 08-12848).  Judge Mark B.
McFeeley presides over the case.  David T. Thuma, Esq., at
Jacobvitz, Thuma & Walker, represents the Debtor as counsel.
George M. Moore, Esq., at Moore, Berkson & Gandarilla, P.C.,
represents the official committee of unsecured creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed between $10 million and $50 million each in assets and
debts.


MILLS CUSTOM HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mills Custom Homes, L.P.
        P.O. Box 795
        Colleyville, TX 76034

Bankruptcy Case No.: 09-44109

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Debtor's Counsel: Thomas Craig Sheils, Esq.
                  Sheils Winnubst P.C.
                  1100 Atrium II
                  1701 N. Collins Blvd.
                  Richardson, TX 75080-1339
                  Tel: (972) 644-8181
                  Email: craig@sheilswinnubst.com

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

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

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

The petition was signed by Jerry D. Mills.


MORAVIAN ASSOCIATES: Case Summary & 23 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Moravian Associates, LP
        1926 Arch Street, 4R
        Philadephia, PA 19103

Bankruptcy Case No.: 09-14938

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: James M. Matour, Esq.
                  Hangley Aronchick Segal & Pudlin
                  One Logan Square, 27th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 496-7016
                  Email: jmatour@hangley.com

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

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

A list of the Company's 23 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/paeb09-14938.pdf

The petition was signed by Stanley Taraila, authorized
representative of the Company.


MORGUARD REAL: S&P Affirms Corporate Credit Rating at 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Morguard Real Estate Investment Trust,
acknowledging the potential for modest deterioration in the REIT's
coverage measures in the near term while also reflecting S&P's
opinion that its property-level real estate fundamentals have
fared well relative to those of similarly rated U.S. peers.  The
rating further reflects the company's manageable near-term
refinancing needs.  The outlook is stable.

"S&P's ratings on Mississauga, Ontario-based Morguard Real Estate
Investment Trust reflect the company's moderately leveraged
capital structure and relatively modest coverage of related debt
service costs," said Standard & Poor's credit analyst James
Fielding.  "While S&P expects the REIT's coverage measures may
weaken further in the near term as recessionary pressures weigh on
demand for commercial real estate space in Canada, Morguard's
retail, office, and industrial properties appear well positioned
in their respective submarkets, as evidenced by high occupancies
and more moderate deterioration in net operating income relative
to similarly rated U.S. peers."

Additionally, the REIT's debt maturities are well laddered, which
limits near-term refinancing risk.

The stable outlook reflects some flexibility at the current rating
level for Morguard to weather a modest decline in rents in the
near term.  The likelihood, in S&P's view, that leasing conditions
could become more challenging does preclude consideration of a
positive outlook at this time.  If conditions deteriorate more
meaningfully than anticipated, such that funds from operations no
longer cover distributions to unit holders, S&P would consider
revising the outlook to negative or possibly lowering the rating.
Additional triggers for a negative rating action would include
unit repurchase activity that is more aggressive than anticipated,
higher debt levels that approach covenant limits, an adverse
change in Canada's commercial mortgage lending environment, or a
shift in strategy that introduces development or other operating
challenges to Morguard's risk profile.


MOTORSPORT AFTERMARKET: Moody's Cuts Corp. Family Rtng. to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Motorsport Aftermarket Group,
Inc.'s Corporate Family Rating and Probability of Default Rating
to Caa2 from Caa1, and its senior secured credit facilities to B3
from B2.  The rating outlook was revised to negative.

The downgrade of the CFR to Caa2 reflects the company's weakening
operating performance and eroding liquidity.  Its revenues
continued to decline in the recent past, primarily driven by the
decreasing demand for its motorcycle parts and accessories as the
prolonged recession continued to take tolls on consumer disposable
income and discretionary spending for leisure related products.
Moody's expects the negative revenue trend would likely persist in
2009, thus further pressuring its already weak credit metrics at a
time when its levels of fixed charges remains elevated from debt
incurred in its 2006 acquisition by private equity sponsors.

Although MAG would still likely generate modestly positive free
cash flow in the coming year, the overall liquidity profile is
expected to be weak, mainly reflecting the limited headroom under
its financial covenants.  Given its deteriorating cash flow and
tightening covenant level in the next 12 months, the company will
likely seek an amendment/waiver from its senior lenders to avoid a
covenant default.  The equity cure right contemplated in the
credit agreement can only be applied on limited basis.

"We are concerned about the liquidity as well as the
sustainability of its current capital structure," commented
Moody's analyst John Zhao, "At its current cash flow generation,
the existing debt load would become increasingly burdensome."

The negative outlook reflects the company's worsening sales since
the beginning of 2009.  "Purchases of new motorcycles and related
parts and accessories in the US have been declining over the past
year and would likely stay depressed in the next 12-18 months,"
added Zhao.  "This has in turn affected MAG's financial results
because most of its revenues are generated from products installed
on these more expensive 651 plus CC heavyweight Harley-Davidson
style of motorcycles, to enhance performance, image and ergonomics
rather than repair or maintenance."

That said, the leading position of MAG's multiple brands, healthy
margin and cost-cutting initiatives, could help the company offset
some of the negative pressure on its operating performance and
credit metrics.

The rating action is:

Motorsport Aftermarket Group, Inc,

  -- Corporate Family rating, downgrade to Caa2 from Caa1

  -- Probability of Default, downgraded to Caa2 from Caa1

  -- $215 million First lien bank debt, downgraded to B3(LGD-3,
     31) from B2 (LGD-3, 31%)

  -- Rating outlook: revised to negative from stable

The last rating action was on July 3, 2008, at which time the CFR
was downgraded to Caa1 from B2.

Motorsport Aftermarket Group, Inc., headquartered in Irvine, CA,
is a holding company with investments in subsidiaries which
design, manufacture and market parts and accessories for the
motorcycle and ATV industries.  Approximately 70% of consolidated
revenues are derived from branded products which customize or
adjust ergonomic features of new and used motorcycles.  The
balance of revenues is from J&P Cycles, a catalogue retailer of
parts and accessories for cruiser/touring motorcycles.


NEW ENGLAND COLLEGE: Moody's Keeps Ba3 Rating on $4 Mil. Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating of New
England College.  This rating applies to $4.0 million of Series
1999 bonds issued through the New Hampshire Higher Educational and
Health Facilities Authority.  At this time, Moody's are revising
the outlook to positive from stable in recognition of the
College's continued positive operating performance, enrollment
growth, and strengthened financial resources over the past few
years, although the College has experienced investment losses
during FY 2008 and 2009.  The College has a total of $6.3 million
of direct debt, of which all is in the fixed rate mode.

Legal Security: General obligation of College secured by gross
receipts subject to prior lien of HUD on revenues generated by
certain dormitory facilities; mortgage interest in certain campus
facilities.  Debt service covenant of 1.25 times (4.3 times
projected at 6/30/2009) and MADS to Revenues covenant of up to
0.15 times (0.10 times projected at 6/30/2009).  Debt service
reserve fund.

Interest Rate Derivatives: None.

                            Strengths

* Continued positive operating performance and healthy debt
  service coverage.  The College has produced a positive
  operating margin since FY 2003 under Moody's methodology,
  with the three-year average operating margin at 3.3% in FY
  2008.  These solid results stem from increased net tuition
  and fee revenue (64% increase in annual amount from FY 2003
  through 2008) as well as sound fiscal management practices.
  The College budgets to add $500,000 of unrestricted funds to
  net assets each year and budgets for depreciation.  Operating
  cash flow margin of 12.0% in FY 2008 produced strong debt
  service coverage of 3.6 times.  The College has not utilized
  its $1.5 million available operating line of credit since
  2007, and has no plans for future use.

* Enrollment growth at this college in central New Hampshire.
  Between fall 2003 and 2008, full-time equivalent enrollment
  increased to 1,828 primarily on the strength of increased
  graduate enrollment, which rose to 785 FTEs from 118 during
  this time.  The College has a niche in experiential learning
  for undergraduates and offers graduate programs both on
  campus and at off-campus locations in New Hampshire and
  Maine.  Many graduate programs are now offered online,
  including new programs in management, public policy,
  accounting, and criminal justice.  Moody's believes this
  increased program diversity expands the pool of potential
  students.  The College reports success in extending its reach
  for undergraduate students beyond its traditional base in New
  England (74% of undergraduate students in FY 2009, including
  37% from New Hampshire) and the Mid-Atlantic (14% in FY 2009)
  to the Midwest, Texas, California, and foreign countries.

* Strengthened financial resources bolster cushion for debt and
  operations.  Between FY 2005 and FY 2008, total financial
  resources grew annually to $8.2 million from $3.1 million
  (160%).  The increase resulted from retained operating
  surpluses, investment returns (6.2% average annual return
  between FY 2005 and 2007), and higher gift revenue (three-
  year average of $1.1 million in FY 2008 compared to $757,000
  in FY 2004).  Expendable financial resources at 6/30/2008
  covered total direct debt by 0.56 times and operations by
  0.14 times compared to -0.10 times and -0.03 times,
  respectively at 6/30/2005.

                           Challenges

* Market vulnerability affects key revenue source.  While the
  College expects to see higher enrollment in graduate programs
  during the current economic downturn, the first-year
  undergraduate class size for fall 2009 is not yet certain.
  For the fall of 2003 through 2008, the College recorded an
  average entering class of 319.  As of mid-June, the College
  reported 280 first-year deposits, with at least 80 to 100
  additional deposits expected.  This pace is similar to the
  previous year, when the College enrolled 366 new freshmen
  (includes transfers) in fall 2008.  For fall 2009, the
  College projects an entering class of 360 and is budgeting
  for 350.  With growth in applications from under 1,000 for
  fall 2001 to more than 2,000 beginning in the fall of 2006,
  the College improved its selectivity rate to 75.7% in 2008
  from a recent high of 95.7% in 2002.  Matriculation has
  declined, however, to 19.1% in 2008 from 29.0% in 2003,
  highlighting the strong competition for students.
  Vulnerability of enrollment is also demonstrated by a decline
  in net tuition per student in FY 2008 to $11,799 from $13,657
  the previous year.  This drop is due to meeting its target of
  40.5% tuition discount in order to attract students and
  pricing strategies for graduate programs, which represent 43%
  of FTE enrollment but just 20% of net tuition revenue in
  2008.  Variability in student demand and net tuition pricing
  are key credit factors as student charges represent 91% of
  operating revenues as calculated by Moody's.  In addition,
  Moody's will monitor the College's strategy for pricing its
  graduate programs.

* Decline in financial resources due to investment losses
  weakens coverage.  Similar to other higher education
  institutions, the College has incurred investment losses.
  Following a loss of 5.3% in FY 2008, the College's investment
  return for the current fiscal year through April 30, 2009,
  was approximately negative 20%.  Assuming Moody's standard
  pro-forma 30% reduction to expendable and total financial
  resources to reflect market losses and endowment spending,
  expendable financial resources would cover direct debt by
  0.17 times and operations by 0.04 times.  While cash position
  fluctuates throughout the year, the College reported
  $2.3 million as of 6/30/09, which is about one-half of the
  annual peak.  Endowment assets are allocated between
  equities (59%) and fixed income and cash (41%).  Moody's
  notes concentration of investment management, with 75% of
  endowment investments held in two Commonfund funds: the
  Multi-Strategy Equity Fund (45%) and the Multi-Strategy Bond
  Fund (29%).

* Annual rollover of revenue anticipation notes issued through
  the New Hampshire Health and Education Facilities Authority
  represents potential draw on liquid resources if not renewed.
  In April 2006, the College issued $1.5 million in revenue
  anticipation notes to fund capital projects.  Since that
  time, the College has annually rolled over this debt, with a
  maturity of one year at each issuance.  In Moody's opinion,
  the College is subject to market risk that the RANs could not
  be resold and could be required to utilize the majority of
  its most liquid resources to pay bondholders.  The currently
  outstanding RANs mature in April 2010.

* Though increased, gift revenue remains low.  The College has
  traditionally had a small fundraising effort, which limits
  its financial flexibility and ability to undertake capital
  projects.  From a low of $555,000 in FY 2004, annual gift
  revenue rose to nearly $1.2 million in FY 2008.  The College
  is currently raising $1.5 million for a new artificial turf
  field, with $1.2 million reported raised to date.  The alumni
  participation rate is weak at 13.4%.  The College has begun a
  feasibility study to determine capacity for a capital
  campaign, but no specific plans have been determined.  With
  the decrease in financial resources experienced by the
  College, Moody's believes gifts may be important in meeting
  future capital needs including smaller projects already
  identified such as renovations to the student center and
  dormitories.

                              Outlook

The stable outlook reflects Moody's expectation that the College
can continue to produce positive operating performance, maintain
increased enrollment with a diversity of program offerings, and
bolster financial resources over time.

                  What could change the rating-UP

Significant strengthening of financial resources coupled with
stability or growth in enrollment accompanied by increase in net
tuition per student; stronger fundraising results

                 What could change the rating-DOWN

Volatility or decline in enrollment or tuition pricing strategies
that negatively affect financial performance; lack of growth in
financial resources; future borrowing that outpaces growth in
financial resources

Key Indicators (FY 2008 financial data and fall 2008 enrollment
data):

* Ratios in parentheses represent a proforma 30% decline in
  total financial resources that fully impacts expendable
  financial resources to reflect expected investment losses and
  endowment spending during FY 2009

* Total Enrollment: 1,828 full time equivalent students

* Total Direct Debt: $6.3 million

* Expendable Financial Resources to Debt: 0.56 times (0.17
  times)

* Expendable Financial Resources to Operations: 0.14 times
  (0.04 times)

* Three-Year Average Operating Margin: 3.3%

* Operating Cash Flow Margin: 12.0%

* % of Revenues from Student Charges: 91.1%

Rated Debt:

* Series 1999: Ba3

The last rating action was on January 29, 2007, when the long-term
rating assigned to New England College was upgraded to Ba3 with a
stable outlook.


NEW YORK TIMES: Postpones Deadline for Boston Globe Offers
----------------------------------------------------------
The Associated Press reports that the New York Times
Co. has postponed a deadline for potential buyers of The Boston
Globe newspaper to submit their initial bids.  No new deadline has
been set, the report says, citing people familiar with the matter.

According to The AP, New York Times had set a July 8 deadline for
nonbinding bids.  The Globe relates that Goldman Sachs & Co., the
investment banking firm hired to manage the sale, has told
interested parties they will be given more time to prepare offers
for the newspaper and the Worcester Telegram & Gazette.

The New York Times Co., a leading media company with 2008 revenues
of $2.9 billion, includes The New York Times, the International
Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-
FM and more than 50 Web sites, including NYTimes.com, Boston.com
and About.com.  The Company was founded in 1896.

                           *     *     *

As reported in the Troubled Company Reporter on December 4, 2008,
the NY Times cut its quarterly dividend by 74%, as part of an
effort to conserve cash.  The NY Times said that it took steps to
lower debt and increase liquidity, including reevaluating its
assets.  The NY Times has laid off employees, merged sections of
the NY Times and Globe to reduce printing costs, and consolidated
New York area printing plants this year.

The TCR reported on May 25, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured issue-
level ratings on New York City-based newspaper publisher The New
York Times Co. to 'B' from 'B+'.  These ratings were removed from
CreditWatch, where they were placed with negative implications
April 22, 2009.  The rating outlook is stable.

According to the TCR on April 28, 2009, Moody's Investors Service
downgraded The New York Times Company's Corporate Family Rating
and Probability of Default ratings to B1 from Ba3 and ratings on
the senior unsecured notes to B1 from Ba3.  The Company's
speculative grade liquidity rating remains SGL-3 and the rating
outlook is negative.


NORTEL NETWORKS: Gets Nod to Enter Into $30MM Bond Facilities
-------------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates obtained final
Approval from the U.S. Bankruptcy Court for the District of
Delaware to enter into agreements with sureties and financial
institutions for the issuance of letters of credit, surety and
performance bonds in the sum of $30 million.

Prior to entering into any agreement or paying the fees in
excess of $50,000 for a specific proposed facility, the
Debtors are required to provide the U.S. Trustee and the Official
Committee of Unsecured Creditors at least five days prior written
notice of the agreement or fees.  If the U.S. Trustee or the
Creditors Committee provides the Debtors' counsel with a written
objection to the agreements or fees within that period, which
cannot be resolved, the Debtors may seek court approval of the
agreements and fees.

Before requesting the issuance of any particular letter of credit
or bond in an amount of at least $500,000, the Debtors are
required to provide the Creditors Committee at least five days'
prior written notice of the proposed instrument.

The Debtors, meanwhile, are required to provide the Creditors
Committee at least two days' prior written notice before
requesting the issuance of any particular letter of credit or
bond in an amount of at least $200,000.  If the Creditors
Committee provides the Debtors' counsel with a written objection,
which the parties could not resolve, the Debtors may seek Court
approval of the proposed instrument or transaction.

Prior to the final approval, the Court issued an interim order on
June 11, 2009, authorizing the Debtors to enter into the
agreements and seek the issuance of letters of credit and bonds
in the sum of $7.5 million.

In the Debtors' motion filed with the Bankruptcy Court, attorney
for the Debtors, Ann Cordo, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware, said that the agreements are
necessary in order for the Debtors to obtain independent sources
of financing for the issuance of surety and performance bonds on
their behalf for the benefit of their U.S. customers.

"The Debtors expect that from time to time they will need to
provide certain surety and performance bonds or letters of
credit, primarily in support of certain obligations to their
customers under customer contracts and certain other limited
purposes including customs, insurance and contractor obligations,
both as the existing bonds and letters of credit expire and in
support of new agreements," Ms. Cordo stated.

Ms. Cordo related that the Debtors have approached a number of
financial institutions and sureties regarding their willingness
to provide a facility, and have identified certain issuers and at
least one surety willing to consider issuing bonds on behalf of
the Debtors on the condition that they are fully cash
collateralized.

                      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)


NORWOOD PROMOTIONAL: Can Access Wachovia $30 Million DIP Loan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Norwood Promotional Products Holdings Inc. and
its affiliated debtors to access, on an interim basis, $30 million
under a superpriority revolving credit facility from Wachovia Bank
National Association.

The Court also allowed the Debtors to use cash collateral.

As reported in the Troubled Company Reporter on May 13, 2009, the
DIP facility will expire on the earliest to occur of (i) Aug. 3,
2009; (ii) confirmation of a plan; and (iii) a sale of the
Debtors' assets.

Proceeds of the DIP facility will be used to (i) pay costs,
expenses and fees incurred, and (ii) provide working capital and
for other general corporate purposes.

The DIP facility incurs interest at Base Rate -- including floor
of 3.25% -- plus 3.5.  Default rate is Base Rate plus 5.5%.

The Debtors will pay a host of fees including monthly $3,500
servicing fee and $100,000 DIP facility fee to the lender as part
of the transaction.

The DIP facility is subject to $1.5 million carve-out to pay fees
and expenses incurred by professionals retained by the Debtors or
any committee.

To secured their DIP obligations, the lenders will be granted an
allowed superpriority administrative claim over any and all other
obligations

The DIP facility contains customary and appropriate events of
default.

A full-text copy of the Debtors' DIP agreement is available for
free at http://ResearchArchives.com/t/s?3cbe

A full-text copy of the Debtors' DIP budget is available for free
at http://ResearchArchives.com/t/s?3cbf

In full and final settlement of the Official Committee of
Unsecured Creditors' objections, the Court ordered that the lender
will be paid $200,000 early termination fee, provided that the
lender will pay to the Committee a $10,000 allocable from the
payment of the early termination fee.

All objections were, to the extent not withdrawn, overruled.

                 About Norwood Promotional Products

Based in Indianapolis, Indiana, Norwood Promotional Products
Holdings Inc. -- http://www.norwood.com/-- make and prints
promotional items with corporate logos and messages.  The company
and six of its affiliates filed for Chapter 11 protection on May
5, 2009 (Bankr. D. Del. Lead Case No. 09-11547).  Young, Conaway,
Stargatt & Taylor, and Kirkland & Ellis LLP represent the Debtors
in their restructuring efforts.  The Debtors selected Mackinax
Partners LLC as restructuring consultant; Houlihan Lokey Howard &
Zukin Capital Inc. as investment and financial advisor; and Epiq
Bankruptcy Solutions LLC claims agent.  When the Debtors filed for
protection from their creditors, they listed both assets and debt
to be between $100 million to $500 million.


NORWOOD PROMOTIONAL: Can Hire Mackinac as Restructuring Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Norwood Promotional Products Holdings Inc. and its debtor-
affiliates to employ Mackinac Partners LLC as their restructuring
advisor.

The firm will:

  a) perform a financial and operational review of the Debtors,
     including, but not limited to, reviewing and assessing
     financial information that has been, and that will be,
     provided by the Debtors to its creditors, including its
     business plan and short and long-term projected cash
     flows;

  b) assist the Debtors in respect of their cash management
     activities, including cash reporting, working capital
     management and general treasury activities;

  c) assist managing various operational issues as they
     arise, including operational consolidation and production
     and capacity utilization, and assisting with the
     preparation of analytical reports in support thereof;

  d) assist the Debtors evaluate its operating cost structure
     to identify and execute on potential savings, reductions
     or operational improvement opportunities;

  e) assist in the preparation, administration and confirmation
     of information and analysis necessary for the confirmation
     of a plan of reorganization in the Chapter 11 cases,
     including information contained in the disclosure statement;

  f) assist management develop restructuring plans or strategic
     alternatives for maximizing the enterprise value of the
     Debtors' various business lines for the Board's review;

  g) serve as the primary contact with the Debtors' creditors
     with respect to the Debtors' financial and operational
     matters; and

  h) perform other services as requested.

The firm will charge the Debtors based on the rates of its
professionals assigned to the case:

  Designation                Hourly Rate
  -----------                -----------
  Managing Directors         $485
  Directors                  $330-$390
  Analysts                   $225-$275
  Paraprofessionals          $90

The Debtors assured the Court that the firm does not hold any
interest adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                      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.  The Debtors
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.


NORWOOD PROMOTIONAL: $183.9-Mil. Sale to Brickyard Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the sale of substantially all of the assets of Norwood
Promotional Products, Inc., and its subsidiaries to Brickyard
Acquisition, LLC, the successful bidder at the auction.  Except
for the assumed liabilities, the purchased assets will be
transferred to the purchaser free and clear of all liens and
encumbrances.

Prior to adjustment, the aggregate consideration for the purchased
assets will be $183,969,000, comprised of the cash consideration
and the assumed liabilities.  The assumed liabilities are
currently estimated by the sellers to approximate $37,735,000.

At closing, the Debtors are authorized and directed to pay
Promotional Holdings LLC, the stalking horse purchaser, the
Breakup Fee and Expense Reimbursement, as set forth in the
Stalking Horse Agreement as modified by the Bidding Procedures
Order.

As reported in the Troubled Company Reporter on May 29, 2009,
Norwood asked the Court to approve a sale of substantially all of
their assets to Promotional Holdings for $132.5 million, subject
to higher and better bids.

                      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.


NORWOOD PROMOTIONAL: Court Establishes Aug. 11 Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established 5:00 p.m. prevailing Eastern Time on August 11, 2009,
as the bar date for filing of proofs of claims, including 11
U.S.C. Section 503(b)(9) claims, in Norwood Promotional Products
Holdings, Inc., et al.'s bankruptcy cases.

The governmental bar date is 5:00 p.m. prevailing Eastern Time on
November 2, 2009.

Proofs of claim must be filed, including supporting documentation,
by U.S. mail or other hand delivery systems, so as to be actually
received by the notice and claims agent on or before the
applicable bar date at:

     If by first-class mail:

     Norwood Promotional Products Holdings, Inc.
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5069
     New York, New York 10163-5069

     If by hand delivery or overnight mail:

     Norwood Promotional Products Holdings, Inc.
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, New York 10017

                      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.


NORWOOD PROMOTIONAL: Obtains Final OK to Borrow from Wachovia
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Norwood Promotional Products Holdings, Inc., et al., permission,
on a final basis, to continue to borrow and obtain loans and
advances from Wachovia Bank, National Association.

To secure the payment of all prepetition obligations and
postpetition obligations, Wachovia is granted first priority
security interests in the Debtors' prepetition collateral and the
postpetition collateral, subject to certain permitted liens and a
carve-out for the payment of U.S. Trustee fees, fees payable to
the Clerk of this Court, and allowed fees of professionals
retained by the Debtors and by any committee or committees
appointed in these cases.  The carve-out expenses will also
include an additional $1 million that may be used to fund wind
down expenses, including professional fees, following the pre-
default termination date.

Wachovia is also granted an allowed superpriority administrative
claim pursuant to Section 364(c) of the Bankruptcy Code, subject
only to the permitted liens and the "carve-out" expenses.

The Debtors are also granted permission to use cash collateral of
Wachovia and The Bank of New York Mellon, as administrative agent
for itself and the other lenders belonging to the existing bank
group, until the expiration of Wachovia's commitment to lend under
the loan agreement and the other financing agreements, in
accordance with a budget.  As adequate protection for the
postpetition diminution in value of their interests in the
prepetition collateral (including cash collateral), Wachovia is
granted replacement liens in all collateral.  As adequate
protection for the postpetition diminution in value of their
interests in its collateral, BNY Mellon is granted replacement
liens.

                 Settlement of Committee Objection

In full and final settlement of the official committee of
unsecured creditors' objections with respect to the allowance and
payment of Wachovia's $200,000 early termination fee, Wachovia
will be entitled to the full amount of the $200,000 early
termination fee as an allowed claim without being subject to any
claim, counterclaim, objection or defense whatsoever; provided
that Wachovia will pay to the Committee for the benefit of general
unsecured creditors of the Debtors, $10,000 allocable from the
payment of the earlier termination fee.

                 Debtors' Prepetition Obligations

As of the petition date, the aggregate amount of all prepetition
obligations owing to Wachovia was not less than $12,311,273, plus
interest, fess and other charges, secured by first priority
security interests and liens upon all of the prepetition
collateral under the prepetition financing agreements.

The Debtors are also indebted to The Bank of New York Mellon, as
administrative agent under, and to the lenders (collectively, the
"Existing Bank Group Lenders"), that certain Third Amended and
Restated Credit Agreement, dated as of August 16, 2004, in the
approximate amount of $133,856,032, plus interest, fees and other
charges, secured by substantially all assets and properties of the
Debtors as described under that Second Amended and Restated
Security Agreement, dated as of August 16, 2004, subject only to
the liens and security interest of Wachovia in the collateral, and
certain permitted liens.

Norwood Promotional Products Holding, Inc. is also indebted to
U.S. Bank, as administrative agent for itself and certain other
financial institutions, in the aggregate amount of $128,227,225,
secured by collateral as described in the Holding Company Bank
Group Agreement, dated as of August 16, 2004.

As of the petition date, the Debtors are also obligated to The
Bank of New York, as agent for the purchasers of certain notes
evidencing debt owing by the Debtors under that Note and Equity
Purchase Agreement, dated as of July 17, 2006, in the aggregate
amount of $20,582,305, secured by personal property and other
assets of the Debtors as more specifically described in the Note
Purchase Agreement.

As reported in the Troubled Company Reporter on May 13, 2009, the
Court authorized the Debtors to access, on an interim basis,
$30 million under a superpriority revolving credit facility from
Wachovia and to use cash collateral, in accordance with a budget.

A full-text copy of the Debtors' DIP agreement is available for
free at http://ResearchArchives.com/t/s?3cbe

                      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.


NORWOOD PROMOTIONAL: U.S. Trustee Appoints 5-Member Panel
---------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, appointed five creditors to serve on the official committee of
unsecured creditors in Norwood Promotional Products Holdings,
Inc., et al.'s bankruptcy cases.

The Creditors Committee members are:

     a) Callaway Golf Company
        c/o Suzanne McKinley
        2180 Rutherford Road
        Carlsbad, CA 92008
        Tel: (760) 930-5736
        Fax: (760) 930-5022

     b) Unisource World Wide
        Attn: James P. Salvadori
        850 N. Arlington Heights Road
        Bartlett, IL 60143
        Tel: (630) 885-7821
        Fax: (866) 797-2684

     c) Acushnet Company
        Attn: Denise Reyes
        PO Box 965
        Fairhaven. MA 02719
        Tel: (508) 979-3485
        Fax: (508) 979-3913

     d) Mollco Int'l (HK) Ltd.
        Attn: Wong Kam Tai
        Unit 901 91F, Lippo Sun Plaza
        28 Canton Road
        Kowloon, Hong Kong
        Tel: (852) 2376-0369
        Fax: (852) 2376-0076

     e) Ningbo Syloon Imp. & Exp. Co., Ltd.
        Attn: Jerry Zhang
        Room 1608-1611, Office Park No. 535
        Quingshui Qiad Road
        Hi Tech Zone
        Ningbo, China
        Tel: 86-57487731139
        Fax: 86-57487716808

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

                      About 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.


NOVA CHEMICALS: Abu Dhabi Government Closes Buyout Deal
-------------------------------------------------------
International Petroleum Investment Company and NOVA Chemicals
Corporation completed on July 6, 2009, the acquisition of NOVA
Chemicals by way of a plan of arrangement.  NOVA Chemicals will
continue to operate its chemicals and plastics business from its
North American base.

Pursuant to the Arrangement, a wholly owned subsidiary of IPIC
acquired all of NOVA Chemicals issued and outstanding common
shares for US$6.00 per share.  Any questions and requests for
assistance in surrendering certificates representing shares of
NOVA Chemicals to receive consideration for such shares may be
directed to the office of the depositary, CIBC Mellon Trust
Company, at 416-643-5500 or toll free at 1-800-387-0825 or by
email at inquiries@cibcmellon.com.  Non-registered shareholders
should contact their broker or other intermediary for details.

De-listing of the common shares from the Toronto Stock Exchange
and the New York Stock Exchange is expected to occur shortly.

"We are very pleased to complete this transaction and we are
excited about the future opportunities for NOVA Chemicals to grow
in Alberta and elsewhere," said Chris Pappas, President and CEO of
NOVA Chemicals.  "Our team is focused on leveraging renewed
financial strength to take our industry-leading technology from
our operating base in Canada to the world."

"We are very pleased that NOVA Chemicals is joining the IPIC
family," said Managing Director and Board Member, IPIC, H.E.
Khadem Al Qubaisi.  "NOVA Chemicals will complement IPIC's
existing petrochemical portfolio by providing access to North
American markets and distribution channels, world-class
technology, and a wider range of products."

"We believe that NOVA Chemicals is a perfect fit within our long-
term petrochemical growth strategy, and this combination is a key
component in achieving IPIC's goal of becoming a global industry
leader."

                            About IPIC

IPIC is wholly owned by the Government of the Emirate of Abu
Dhabi.  Its mandate is to invest in the hydrocarbon sector outside
the Emirate of Abu Dhabi.  IPIC looks to earn a commercial rate of
return on its investments and is a long-term equity investor.
IPIC has become one of the leading companies in the field of
petroleum and energy investment since its inception in 1984.  It
plays an active role in the development of the petrochemical
sector in Abu Dhabi through facilitating joint ventures, which
benefit from the technology and operating resources of companies
in IPIC's portfolio and Abu Dhabi's feedstock advantages.

IPIC holds equity stakes in Borealis & OMV in Austria and Germany
(1998 & 1994, respectively), Aabar in Abu Dhabi (2008), Hyundai
Oilbank in South Korea (1999), Gulf Energy Maritime in Dubai
(2004), CEPSA in Spain (1988), Oman Polypropylene in the Sultanate
of Oman (2006), PARCO Refinery

On July 3, 2009, NOVA Chemicals said all regulatory approvals
required to complete the acquisition have been received.  The
final approval was received today from the Canadian Minister of
Industry under the Investment Canada Act.

On June 30, 2009, NOVA Chemicals and its lenders agreed to amended
financial covenants for the remainder of 2009.  The Company did
not provide further details.

NOVA Chemicals' shareholders previously approved the arrangement
involving IPIC at a shareholders meeting held on April 14, 2009.

                       About Nova Chemicals

NOVA Chemicals Corporation -- http://www.novachemicals.com/--
develops and manufactures chemicals, plastics and other end-
products.  NOVA Chemicals shares are traded as NCX on the Toronto
and New York stock exchanges.

                           *     *     *

As reported by the Troubled Company Reporter on June 2, 2009,
Standard & Poor's Ratings Services kept the ratings, including the
'CCC+' long-term corporate credit rating, on commodity chemicals
and plastics producer NOVA Chemicals Corp. on CreditWatch with
positive implications, where they were placed Feb. 24, 2009.
"Standard & Poor's will likely resolve the CreditWatch on NOVA
once the IPIC transaction is complete and S&P has a better
understanding of the new capital structure and what type of
financial support the parent company will provide," said Standard
& Poor's credit analyst Jatinder Mall.


NOVA CHEMICALS: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on commodity chemical producer NOVA
Chemicals Corp. to 'B-' from 'CCC+'.  S&P also raised the
unsecured debt issue ratings on the company to 'B-' (the same as
the corporate credit rating) from 'CCC+'.  The recovery rating on
the debt is unchanged at '4', indicating expectations of average
(30%-50%) recovery in the event of default.

At the same time, S&P removed all ratings from CreditWatch with
positive implications, where they were placed Feb. 24, 2009.  The
outlook on NOVA Chemicals is stable.

"The ratings on NOVA Chemicals reflect what S&P view as the
company's highly leverage capital structure, upcoming large debt
maturity, exposure to volatile commodity chemicals, and weak
styrene business," said Standard & Poor's credit analyst Jatinder
Mall.

These weaknesses are counterbalanced in S&P's opinion by NOVA
Chemicals' cost-competitive olefins/polyolefins business, which
generates good cash flow through the cycle, and the one-notch
increase in the corporate credit rating on the company based on
parental support from International Petroleum Investment Co.
(IPIC; AA/Stable/A-1+).

NOVA Chemicals produces commodity chemicals and plastics that are
used in consumer, industrial, and packaging products.  The company
has an annual production capacity of 6,600 million pounds of
ethylene and 3,620 million pounds of polyethylene.  It also
produces a small amount of performance styrenics, which includes
expandable polystyrene and styrenic polymer performance products.
Nova Chemicals' Ineos Nova joint venture produces styrene monomer
and solid polystyrene in North America and Europe.

Overall, Standard & Poor's considers NOVA Chemicals' business risk
profile as weak.  The acquisition by IPIC is considered a positive
event from a ratings perspective and why S&P has factored in a
one-notch upgrade on NOVA Chemicals.  The strategic importance of
the NOVA Chemicals acquisition is evident from IPIC's long-term
strategy of developing investments in the petrochemical industry
and potential for sharing technologies among other chemical
companies in IPIC's investment portfolio.  IPIC has already helped
NOVA Chemicals pay April bonds with a US$150 million backstop
facility, which is to be converted into equity at close of the
transaction.  Furthermore, IPIC has agreed to invest an additional
US$200 million of equity into the company.

The stable outlook reflects Standard & Poor's view of NOVA
Chemicals' acquisition by IPIC and the parental support S&P
believes IPIC will provide.  However, given the weak market
conditions for chemicals and large debt expiring in early 2010,
S&P could lower the ratings if NOVA Chemicals is unable to
refinance and IPIC does not provide additional financing.
Alternatively, there is a high likelihood that S&P could raise the
ratings by one or two notches if the company can refinance
upcoming debt maturities or if there is evidence of additional
financial support from IPIC.


NOVA HOLDING: Obtains Final OK to Borrow $2,030,000 from WestLB
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Nova Holding Clinton County, LLC, et al., authorization, on a
final basis, to obtain senior secured postpetition financing in
the maximum aggregate amount of $2,030,000 from WestLB AG (New
York Branch).  WestLB has liens on the Debtors' most valuable
asset, its bio-diesel refinery in Seneca, Illinois and related
assets and cash.

The Debtors also received authorization to continue to use cash
collateral from and after June 24, including the newly granted
authority to use those funds held in the Sponsor Support Account
located at Sterling Bank in the approximate amount of $1,170,052.

The Debtors' authority to use the proceeds of the DIP Facility
will terminate on the earliest of: (i) either: (x) Sept. 18, 2009,
if the Sale Order as defined in the Interim Cash Collateral Order
is entered by August 31, 2009, or (y) August 31, 2009, if the Sale
Order is not entered by that date; (ii) the date of acceleration
of any outstanding portion of the DIP Facility; (iii) the first
business day on which the Final DIP Order expires by its terms or
is terminated; (iv) conversion of any of the Borrower's or
Guarantor's Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code unless otherwise consented to in writing by the
DIP Agent and the DIP Lender; (v) dismissal of any  Borrower's or
Guarantor's Chapter 11 case unless otherwise consented to in
writing by the DIP Agent and the DIP Lender; and (vi) the
effective date of any Borrower's or Guarantor's plan of
reorganization.

The authority to use cash collateral will terminate upon the
earliest to occur of (i) the occurrence of one of the events in
the preceding paragraph; and (ii) the failure by any of the
Borrowers or Guarantors to comply with the material provision of
this final DIP order.

A full-text copy of the DIP Credit Agreement is available for free
at http://bankrupt.com/misc/nova.dipcreditagreement.pdf

As reported in the Troubled Company Reporter on June 19, 2009, as
of the Petition Date, the Debtors' obligations consist of:

  -- $55,000,000 of principal owing under the Parent
     Convertible Notes issued by Nova Biosource Fuels.

  -- $41,000,000 owed to WestLB consisting of a $36,000,000
     construction loan to finance the construction of the
     Seneca Plant, and a $5,000,000 working capital loan for
     the payment of certain of the Seneca Plant Project Costs.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between $10
million and $50 million each in assets and debts.


OCEANAIRE INC: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
The Oceanaire Inc. has filed for Chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court for the Northern District of
Texas.

Business Journal relates that Oceanaire closed four of its
restaurants in other cities.  According to Business Journal,
Oceanaire VP of Culinary Development Wade Wiestling said that the
Company has closed under-performing locations in Charlotte, N.C.,
Cincinnati, Philadelphia, and Seattle.  Business Journal says that
12 other locations will remain open.  According to the report,
Oceanaire is seeking the Court's permission to close "a number of
its restaurants."

Tim Whitlock, Oceanaire's senior VP of operations, said that the
Oceanaire at 1400 Arapahoe St. in Denver is excluded from the
closures, the report states.  "It's a great city . . . . Denver's
done a good job supporting our restaurant, so we have no plans to
close it," the report quoted Mr. Whitlock as saying.

Oceanaire said in a statement that it has reached an agreement
with secured lenders for a restructuring plan "that will
substantially improve the cash-flow generation of the Company."
Oceanaire said that it has reached a deal with its lenders to for
the use of cash collateral during the bankruptcy process, "which
should provide the necessary liquidity to fund operations
throughout the restructuring," Business Journal reports.

According to Business Journal, Oceanaire said that it will pay its
vendors for post-petition purchases, and it expects no changes to
employees work schedules, pay or benefits, except at the closed
locations.

Oceanaire said that it expects to emerge from Chapter 11 by year-
end, Business Journal relates.

The Oceanaire Inc. is a seafood restaurant chain founded by Edina,
Minneapolis-based Parasole Restaurant Holdings Inc. in 1999.
Parasole spun off the concept two years later.  It operates a
downtown Denver eatery.


OIL-E ENTERPRISES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Oil-E Enterprises, Inc.
        3018 Thousand Oaks
        San Antonio, TX 78247

Bankruptcy Case No.: 09-52515

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: Keith M. Baker, Esq.
                  1313 NE Loop 410, Suite 100
                  San Antonio, TX 78209
                  Tel: (210) 822-1714
                  Fax: (210) 822-1778
                  Email: kmblaw@sbcglobal.net

Total Assets: $2,286,747

Total Debts: $1,680,358

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/txwb09-52515.pdf

The petition was signed by Laura E. Quinones, president of the
Company.


OPUS WEST: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Neil Nisperos at ContraCostaTimes.com reports that Opus West Corp.
has filed for Chapter 11 bankruptcy protection.

According to ContraCostaTimes.com, Opus West officials said that
the Company's bankruptcy filing won't affect its operations at The
Shoppes and The Commons.  Citing Opus West spokesperson Winston
Hewett, the report states that the two properties are being put on
sale.

ContraCostaTimes.com quoted Mark Rauenhorst, chairman and CEO of
Opus West parent Opus Corp., as saying, "We are taking the actions
announced today to liquidate Opus East's portfolio and to allow
for the restructuring of Opus West's operations."

Opus West Corp. and Opus East LLC are independent operating units
of Opus Corp.  Opus West is the owner and developer of two retail
centers in Chino Hills.


ORLEANS HOMEBUILDERS: Amends Supplemental Exec Retirement Plan
--------------------------------------------------------------
Effective as of June 30, 2009, Orleans Homebuilders, Inc., amended
its Supplemental Executive Retirement Plan.  The Amendment, among
other things, terminates certain retirement and disability
benefits provided to participants in the Supplemental Executive
Retirement Plan.

The Amendment terminates the retirement income and disability
benefits provided to participants in the SERP and deletes all
references to such provisions in the SERP.  The Amendment also
deletes the provision of the SERP relating to a Change of Control
and all references in the SERP related to benefits following a
Change of Control.  Generally, the deleted Change of Control
provisions provided for acceleration of the vesting of certain
benefits under the SERP and certain other similar benefits.  The
SERP continues to provide benefits to a participant's survivors in
the event a participant dies while employed by the Company.  The
Company, however, reserves the right to amend or terminate the
SERP at any time in its sole discretion without notice to the
participant.  The Amendment also renames the SERP to "Orleans
Homebuilders, Inc. Executive Survivor Benefit Plan."

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  It has operations in Southeastern
Pennsylvania; Central and Southern New Jersey; Orange County, New
York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond
and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.
The Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.

On February 11, 2009, Orleans Homebuilders, Inc. (AMEX: OHB)
reported that it and its lenders have entered into the First
Amendment to its Second Amended and Restated Credit Loan Agreement
and First Amendment to Security Agreement, effective immediately.
Among other things, the Amendment immediately improves the
borrowing base availability calculation by decreasing certain
borrowing base category limitations.

The Troubled Company Reporter reported on February 2, 2009,
Orleans Homebuilders, Inc., received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.  The effect of this waiver is to provide a
period during which certain covenants in the Credit Facility are
waived through and including February 6, 2009, which includes a
waiver of a breach of a covenant related to the Company's
outstanding borrowings exceeding its then available borrowing
base.


PENNBEECH LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pennbeech LLC
        1057 Sycamore Avenue
        Vista, CA 92081

Bankruptcy Case No.: 09-09648

Chapter 11 Petition Date: July 6, 2009

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

Debtor's Counsel: Michael Lusby, Esq.
                  2182 El Camino Real #205
                  Oceanside, CA 92054
                  Tel: (760) 967-5989
                  Fax: (760) 454-4589
                  Email: lusbyml@cox.net

Total Assets: $4,063,000

Total Debts: $3,955,778

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

          http://bankrupt.com/misc/casb09-09648.pdf

The petition was signed by Massood Gaskari, managing member of the
Company.


PETILLO SPECIALTY: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Petillo Specialty Contracting, LLC
        2221 W. Pecos Road, Suite 6
        Chandler, AZ 85224

Bankruptcy Case No.: 09-15487

Chapter 11 Petition Date: July 6, 2009

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

Debtor's Counsel: Lyndon B. Steimel, Esq.
                  Law Office Of Lyndon B. Steimel
                  14614 N Kierland Blvd #N-135
                  Scottsdale, AZ 85254
                  Tel: (480) 367-1188
                  Fax: (480) 367-1174
                  Email: lyndon@steimellaw.com

Total Assets: $318,700

Total Debts: $1,676,134

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

          http://bankrupt.com/misc/azb09-15487.pdf


PRAMUKH HARI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Pramukh Hari, Inc.
        1913 Oak Timber Dr.
        Bedford, TX 76021

Bankruptcy Case No.: 09-34358

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  Email: arthur@arthurungerman.com

Estimated Assets: $50,001 to $100,000

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

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

The petition was signed by Ankit Patel, president of the Company.


PRIDE TRANSPORTATION: Case Summ. & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Pride Transportation, Inc.
        PO Box 81507
        Bakersfield, CA 93380

Bankruptcy Case No.: 09-16328

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: T. Scott Belden, Esq.
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

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/caeb09-16328.pdf

The petition was signed by Norma Kilgore, secretary and treasurer
of the Company.


PSYSTAR CORP: Seeks to Dismiss Chapter 11 Bankruptcy Case
---------------------------------------------------------
Psystar Corp. has filed a motion to voluntarily dismiss its case
with the U.S. Bankruptcy Court for the Southern District of
Florida, Ars Technica reports.

A hearing on the request is set for August 4.

Ars Technica relates that Psystar is claiming that filing
financial reports with the court will be too costly while the
Company has to proceed with the suit with Apple.

According to Zdnet.com, fails to come to an agreement with its
legal firm, Carr & Ferrell, the cost of Chapter 11.  Zdnet.com
states that Psystar owes Carr & Ferrell more than $86,000.
Psystar doesn't plan to file for Chapter 7, which would
effectively end the Company, Zdnet.com says.

Zdnet.com reports that Psystar said that it is offering a new
quad-core based Mac-clone tower running a 2.66GHz Xeon W3520 for
$1,499.99, and to continue its battle with Apple.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


QUANTUM CORPORATION: Moody's Raises Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded Quantum Corporation's corporate
family rating and probability of default rating each to B3, from
Caa1 and Ca, respectively, following the announcement that the
company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.

The upgrade of the CFR and PDR reflects the successful refinancing
of the company's subordinated debt.  By reaching the $135 million
repurchase threshold, the company has eliminated the risk of an
accelerated maturity on the remaining $188 million senior secured
term loan (adjusting for required $20 million payment in the
second fiscal quarter).  The resolution of this uncertainty
results in no significant debt maturity until July 2014, with only
the remaining $22 million of Subordinated Notes (due August 2010)
and $21.7 million of EMC Tranche B term loan (due December 31,
2011) maturing before then.

Quantum's B3 CFR reflects the company's high financial leverage
(and relatively tight financial covenants which step down again in
March 2010), revenue declines, weak (albeit improving)
profitability, and significant reliance on a few customers.  The
rating also considers the company's solid market position, strong
relationships with leading OEMs, market acceptance of its new data
deduplication and replication products, and improving gross
margins given the shift in sales mix to branded products away from
OEM tape automation systems and device products.

The positive outlook reflects the company's improving performance
(e.g., Moody's adjusted EBITDA and free cash flow of $110 million
and $83 million, respectively, during the fiscal year ended March
31, 2009, and increased gross margins due to a favorable shift in
sales mix, traction from its new DXi7500 products and EMC
partnership, and cost reduction initiatives) and Moody's
expectation of continued free cash flow generation in 2009.

Ratings upgraded:

  -- Corporate family rating to B3 from Caa1;

  -- Probability-of-default rating to B3 from Ca;

  -- $160 million subordinated convertible notes due August
     2010 (remaining balance of $22 million) to Caa2 (LGD 6,
     95%) from Caa3 (LGD 5, 75%)

Rating confirmed/assessments revised:

  -- $50 million senior secured revolver expiring 2012 of B1
     (LGD 2, 28% from LGD 2, 17%);

  -- $400 million senior secured first lien facility due 2014
     (remaining balance of $188 million) of B1 (LGD 2, 28% from
     LGD 2, 17%)

The last rating action for Quantum Corporation was on June 4, 2009
when Moody's revised the PDR to Ca/LD, reflecting the limited
default which had occurred following completion of the previously
announced tender offer for its 4.375% Convertible Subordinated
Notes due 2010.  The PDR subsequently reverted back to Ca (still
under review) and the /LD designation was removed consistent with
Moody's practice for such deemed distressed exchange transactions.
In addition, Moody's kept all ratings under review, with direction
uncertain, pending the outcome of additional actions required to
eliminate the potential accelerated maturity of the remaining
$208 million senior secured term loan in February 2010.

With about $809 million in revenues for the twelve months ended
March 31, 2009, Quantum Corporation, headquartered in San Jose,
California, is a leading global data storage company offering a
broad portfolio of disk-based deduplication/replication, tape and
software products for backup, recovery and archive.


QUEBECOR WORLD: Files 2007 & 2008 401(k) Plan Reports
-----------------------------------------------------
Quebecor World (USA), Inc., filed with the United States
Securities and Exchange Commission its 401(k) Plan on Form 11-K
for the years ended December 31, 2008 and 2007.

The Plan is a defined contribution plan that was established on
July 1, 1991.  The purpose of the Plan is to help provide non-
unionized participants and members of a participating bargaining
unit of QWUSA and its affiliates with benefits for their
retirement.  Non-union, full-time permanent employees are
eligible to participate in the Plan upon their first hour of
service and upon attaining the age of 18 and non-union, part-time
employees can participate following the completion of 1,000 hours
of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.

(1) Contributions

   Effective October 1, 2006, the Pension Committee increased
   the employer matching contribution to 100% of employee
   contributions, subject to a limit of 2% of annual
   compensation, limited to $230,000 for 2008.  Additionally,
   effective October 1, 2006, there has been a further employer
   contribution equal to 2% of the annual compensation, limited
   to $4,600 for 2008, of each eligible non-union employee
   actively employed on December 31 of each Plan year.

(2) Participant Accounts

   Each participant's account is credited with the
   participant's contributions and withdrawals, as applicable,
   and the funds' earnings in which the participant elects to
   participate.  Earnings are allocated by fund based on the
   ratio of a participant's account invested in a particular
   fund to all participants' investments in that fund.  The
   benefit to which a participant is entitled is the benefit
   that can be provided from the participant's account.

(3) Vesting

   Participants hired on or after January 1, 2001, will become
   100% vested after three years of service.  Participants will
   automatically become 100% vested if they reach normal
   retirement age, die, or become permanently disabled while
   employed with QWUSA or its participating affiliates.
   Participants hired before January 1, 2001, will become vested
   according to their respective merged plan's vesting
   schedules, which range from one to five years.

(4) Investment Elections

   Participants may direct the investment of all contributions
   made to their account balance in any combination of the
   investment options available, in increments of 1%.
   Participants may change both their contribution percentage
   and investment options at any point of time.  The investment
   options available to participants as of December 31, 2008,
   consisted of:

   * Harbor Capital Appreciation Fund
   * Vanguard Mid-Cap Index Fund
   * PIMCO Total Return Fund
   * Putnam RetirementReady Funds
   * Putnam Stable Value Fund
   * Putnam S&P 500 Index Fund
   * Neuberger Berman Genesis Trust Fund
   * Fidelity Equity Income Fund
   * Quebecor World Inc. Stock Fund
   * BlackRock International Index Fund
   * Morgan Stanley Institutional Fund (MSIF) Small Company
     Growth Portfolio

(5) Participant Loans

   An active participant may borrow against his or her vested
   account balance a minimum of $1,000 up to the lesser of
   $50,000 or 50% of his or her vested account balance, subject
   to certain restrictions.  Participant loans are charged
   interest at a fixed rate of 1% plus the prime rate at loan
   origination.  Outstanding loans at December 31, 2008, had
   interest rates ranging from 5% to 10.5%.  Loan transactions
   are treated as a transfer between the investment fund and the
   loan fund.

(6) Payment of Benefits

   Upon termination of employment, death, attainment of normal
   retirement age, or certain hardships, as defined by the
   Plan, participants may elect to withdraw amounts from the
   Plan.  Additionally, a participant may withdraw up to 100%
   of his or her rollover balance at any time.

(7) Related Party Transactions

   Certain Plan investments were in funds managed by a related
   party (Putnam Investments) of Mercer, the Plan's trustee.  As
   of August 3, 2007, Putnam Investments was sold to an
   unrelated third party.

   Until June 9, 2006, one of the investment options of the Plan
   was the subordinated voting shares of Quebecor World Inc.,
   the parent of the Plan Sponsor, through the Quebecor World
   Inc. Stock Fund.  The subordinated voting shares of Quebecor
   World Inc. are no longer offered as an option for new
   contributions to the Plan, however, existing balances in this
   investment will remain in the Plan until distributed.

(8) Commitments

   Of the total net assets available for benefits at
   December 31, 2008, $96,656,578 relates to accounts of
   participants who have terminated employment with the Company
   but who have not elected to receive distributions of their
   benefits. The distributions can occur upon request of the
   terminated participants.

(9) Subsequent Events

   On February 4, 2009, the Company amended the Plan to
   eliminate employer matching contributions on and after
   February 1, 2009.  On May 5, 2009, the Company amended the
   Plan to eliminate the annual employer non-elective,
   non-matching contribution for the years beginning on and
   after January 1, 2009.

A full-text copy of QWUSA's Form 11-K report is available for
free at http://ResearchArchives.com/t/s?3e8a

             QUEBECOR WORLD (USA) INC. 401(k) PLAN
        Statements of Net Assets Available for Benefits
                As of December 31, 2008 and 2007

                                        2008          2007
                                   -------------  -------------
Investments:
Mutual funds at fair value           $226,417,842   $381,965,751
Common/collective trusts at
fair value                           206,722,423    233,953,489
Quebecor World Inc. Stock Fund at
fair value                                 8,224        881,345
                                   -------------  -------------
Total investments at fair value       433,148,489    616,800,585
Participant loans                      26,091,925     27,649,719
                                   -------------  -------------
Total investments                     459,240,414    644,450,304

Cash                                          148               -

Receivables:
Employer contributions                 11,088,926     11,658,421
Employee contributions                    754,071      1,042,442
                                   -------------  -------------
Total receivables                      11,842,997     12,700,863
                                   -------------  -------------
Net assets available for benefits,
before adjustment                    471,083,559    657,151,167

Adjustment from fair value to
contract value for fully
benefit-responsive investments        11,667,456     (3,481,154)
                                   -------------  -------------
Net assets available for benefits    $482,751,015   $653,670,013
                                   =============  =============

              QUEBECOR WORLD (USA) INC. 401(k) PLAN
   Statements of Changes in Net Assets Available for Benefits
             Years ended December 31, 2008 and 2007

                                        2008          2007
                                   -------------  -------------
Investment income (loss):
Dividends                             $19,675,135    $44,450,108
Participant loan interest               2,116,634      2,274,674
Interest from other investments           226,455        243,300
Net depreciation in fair value of
investments                         (156,919,012)    (8,383,508)
                                   -------------  -------------
Total investment income (loss)       (134,900,788)    38,584,574
                                   -------------  -------------
Contributions:
Employer                               19,499,582     21,137,904
Employee                               27,047,227     30,771,099
Rollover                                  438,922      1,309,705
                                   -------------  -------------
Total contributions                    46,985,731     53,218,708
                                   -------------  -------------
Deductions:
Benefits paid to participants         (82,729,098)   (82,287,733)
Administrative expenses                  (274,843)      (323,645)
                                   -------------  -------------
Total deductions                      (83,003,941)   (82,611,378)
                                   -------------  -------------
Net increase (decrease) in
net assets                          (170,918,998)     9,191,904
Net assets available for benefits:
Beginning of year                     653,670,013    644,478,109
                                   -------------  -------------
End of year                          $482,751,015   $653,670,013
                                   =============  =============

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Gets Nod for $750 Million Exit Financing
--------------------------------------------------------
In relation to the U.S. Plan Confirmation Order and the CCAA
Sanction Order, the Debtors and Quebecor World, Inc., are
authorized to enter into and perform and receive the proceeds of
the Exit Financing Arrangements or Exit Loan Facility, including
a revolving credit facility in the aggregate principal amount of
approximately $350,000,000 and a term loan in the aggregate
principal amount of approximately $450,000,000.

On the Effective Date or Implementation Date, all of the liens
and security interest to be granted by the Debtors and QWI in
accordance with the Exit Financing Arrangements or Exit Loan
Facility will deemed approved.

Quebecor World was earlier authorized to enter into and perform
obligations under the exit financing engagement letter they
entered into with Credit Suisse Securities (USA) LLC, GE
Capital Markets, Inc., and Wachovia Capital Markets LLC.

The Honorable Robert Mongeon of the Quebec Superior Court of
Justice entered into a parallel order authorizing Quebecor World,
Inc., and its affiliates to enter into the Exit Financing
Agreement.

Under the Exit Financing Letter, the Debtors and Quebecor World,
Inc., will have access to approximately $750 million in senior
secured credit facilities to be effective at or following the
effective date of the Plan of Reorganization with exit financing
amount consisting of any combination of:

(a) term financing in the aggregate principal amount of $300
     million to $400 million, less the amount of any debt
     securities issued by the Debtors or QWI; and

(b) a senior secured asset-based revolving credit facility
     with a letter of credit subfacility in an aggregate
     principal amount of $350 million to $450 million.

The Debtors will use the proceeds from the Exit Facility for,
among others, refinancing of their existing $1 billion DIP Credit
Facility.  Advances under the DIP Facility, including issued but
undrawn letters of credit, totaled $589 million as of April 26,
2009, and are expected to reach $609 million on July 5, 2009.

The Debtors are also authorized to pay the fees and expenses as
set forth in the Amended Engagement Letter.  The Debtors are
authorized to reimburse from time to time, upon presentation of a
summary statement, all reasonable out-of-pocket expenses payable
pursuant to the terms of the Engagement Letter.  Due to the
commercially sensitive nature of the fees payable pursuant to the
Engagement Letter, the document has been redacted to not publicly
disclose the fees contemplated under the document.

A full-text copy of the Exit Facility Engagement Letter in
redacted form is available for free at:

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

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Proposes to Enter Into Amended GECC Lease
---------------------------------------------------------
Quebecor World (USA) Inc. and its affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York
to:

  -- amend and restate a lease with General Electric Capital
     Corporation and assume that lease as amended and restated;

  -- obtain credit from and grant liens to GECC; and

  -- purchase certain equipment from GECC.

U.S. Bank National Association, as owner trustee; GECC, as owner
participant; and Debtor Quebecor World (USA), Inc., are parties
to a participation agreement pursuant to which QWUSA agreed to
sell, and Owner Trustee agreed to purchase, certain pieces of
equipment, and Owner Trustee, under the direction of GECC, agreed
to lease the equipment to QWUSA pursuant to the Lease.  QWUSA
assigned to Debtor Quebecor World Lincoln Inc. all of its right
under supplement number 5 of the Lease and QW Lincoln assumed all
the liabilities of QWUSA under a subject interest accruing on the
Lease Supplements.  QWUSA, or QW Lincoln, leases 13 pieces of
printing equipment from GECC pursuant to the Lease.  The term of
the Lease for each piece of equipment will expire on July 1,
2010.

In addition, the Debtors are parties to three other equipment
leases with GECC-related entities.

In a declaration, Pierre-Marc Sarrazin, a manager of corporate
finance for Quebecor World, Inc., discloses that the Debtors and
GECC have reached an agreement-in-principle on the material terms
on a series of transactions to implement an agreed restructuring
of the leased equipment.  In summary, the agreement provides for
the amendment and restatement of the Lease whereby the Debtors
will purchase seven items of equipment subject to the Lease, and
will extend the lease term with respect to those items of
equipment remaining subject to the Lease.

To secure the Debtors' obligations related to the extended lease
term for the six remaining items of equipment, the Debtors will
grant first priority liens on the equipment, as well as first
priority liens on the seven items of equipment being purchased by
the Debtors, which liens will be released at the request of the
Debtors upon any sale of certain excluded property.  The Debtors
will further secure their lease obligations in respect of the
remaining six items of equipment by granting junior, subordinate
liens on the three other leases and on the collateral securing
the exit financing being arranged in connection with the Debtors'
emergence from Chapter 11.  The three other leases will be
assumed in connection with the confirmation of the Debtors' Third
Amended Joint Plan of Reorganization.

A full-text copy of the Amended and Restated GECC Lease Agreement
is available for free at:

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

The Debtors have determined that entry into the restructuring
transactions with GECC will have a positive impact on their
business operations.  Michael J. Canning, Esq., at Arnold &
Porter LLP, in New York, relates that the equipment subject to
the Amended and Restated Lease Agreement is important to
maintaining the Debtors' uninterrupted business operations, and
the Debtors have determined that leasing and purchasing the
equipment will preserve the Debtors ability to serve customers.

Mr. Canning adds that the cost and disruption to operations that
would necessarily arise if the Debtors were required to replace
the equipment would have adverse financial consequences to the
Debtors.  Moreover, the parties have agreed that no cure amount
will be due in connection with the assumption of the Amended and
Restated Lease Agreement.

Further, the Debtors asks the Court to lift the automatic stay
imposed under Section 362(a) of the Bankruptcy Code to the extent
necessary to permit them to perform their obligations
contemplated by the Term Sheet and the Amended and Restated Lease
Agreement and to grant the liens provided for under the Amended
Lease.

The Court will convene a hearing on July 14, 2009, to grant the
request.  Objections are due on July 13.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Reorganized Company to Be Named "Novink"
--------------------------------------------------------
Pursuant to the confirmed Third Amended Joint Plan of
Reorganization, Quebecor World, Inc., said it will emerge from
bankruptcy as a reorganized new company to be called "Novink
Corp."

QWI's affiliates will also be renamed to:

Current Name                      New Name
------------                      --------
BCK 140Q Partnership              Novink BCK Partnership
Quebecor Printing Holding
Company                          Novink (USA) Holding Company
Quebecor Printing Providence Inc. Novink Providence Corp.
Quebecor World Capital Corp.      Novink (USA) Corp.
Quebecor World Capital II LLC     Novink Capital II LLC
Quebecor World Dallas, L.P.       Novink Dallas L.P.
Quebecor World Federated Inc.     Novink Federated Corp.
Quebecor World Halliday Inc.      Novink Halliday Corp.
Quebecor World Infiniti
Graphics Inc.                    Novink Printing (USA) II Corp.
Quebecor World Lanman Companies
Inc.                             Novink Lanman Corp.
Quebecor World Memphis II Inc.    Novink Memphis II Corp.
Quebecor World Metroweb L.P.      Novink Metroweb L.P.
Quebecor World Mt. Morris II LLC  Novink Mt. Morris II LLC
Quebecor World Nevada II LLC      Novink Nevada II, LLC
Quebecor World Northeast Graphics Novink Northeast Graphics
Inc.                             Corp.
Quebecor World Pawtucket Inc.     Novink Pawtucket Corp.
Quebecor World Printing (USA)
Corp.                             Novink Printing (USA) Corp.
Quebecor World Real Estate Inc.   Novink Real Estate Corp.
WCZ, LLC                          Novink WCZ LLC

New entities to be formed pursuant to restructuring transactions:

  * Novink Graphic LLC
  * Novink Transitory LLC
  * Novink Logistics LLC
  * Novink (USA) LLC
  * Novink BCK Corp.
  * Novink Metroweb Corp.
  * Novink Kingsport LLC

These individuals will serve as the initial directors of Novink
from and after the Effective Date:

   Name                 Position
   ----                 --------
   Mark Angelson        CEO and Director at RR Donnelley between
                        2004 and March 2007.

   Michael Allen        Veteran of the printing industry.

   Raymond J. Bromark   Director of CA, Inc. since 2007.
                        Retired senior partner of
                        PricewaterhouseCoopers.

   James J. Gaffney     Member of Duff & Phelps' Senior Advisory
                        Board since 2007.  Director of the
                        Imperial Sugar Company since August 2001
                        and Chairman since February 2003.

   Jack Kliger          Former President and CEO of Hachette
                        Filipacchi.

   David L. McAusland   Executive Vice President of Corporate
                        Development at Rio Tinto Alcan
                        (formerly, Alcan Inc.) of Alcan France
                        S.A.S. from 2005 to 2008 and Chief Legal
                        Officer from October 2000 to February
                        2008.

   Thomas O. Ryder      Director of Amazon.Com, Inc. since
                        November 2002.  Director of Starwoods
                        Hotels & Resorts Worldwide, Inc.
                        Chairman of the Board of Directors at
                        Virgin Mobile USA, Inc.

   Jacques Mallette     Chief Executive of Quebecor World Inc.

   Gabriel de Alba      Managing Director and Partner of
                        Catalyst Capital Group of Toronto.

These individuals will serve as officers of Novink:

   Name                 Position
   ----                 --------
   Jacques Mallette     Director, President and Chief Executive
                        Officer

   Jeremy Roberts       Chief Financial Officer

   Regis Rehel          President, Quebecor World Canada

   Guy Trahan           President, Latin America

   David Blair          Senior Vice President, Operations,
                        Technology and Continuous Improvement

   Michele Bolduc       Senior Vice President, Legal Affairs and
                        General Counsel

   Sylvain Levert       Senior Vice President, Corporate
                        Services

   Ben Schwartz         Senior Vice President, Human Resources

   Mario D'Arienzo      Vice President, Real Estate

   Diane Dube           Vice President, Corporate Controller

   Jo-Ann Longworth     Chief Accounting Officer

   Roland Ribotti       Vice President, Corporate Finance and
                        Treasurer

   Tony Ross            Vice President, Communications

   Marie-Elizabeth
    Chlumecky           Corporate Secretary

   Lucie Desjardins     Assistant Corporate Secretary

The Canadian Court authorized and directed QWI to provide an
indemnity to the new Directors under a consulting and indemnity
agreement dated June 18, 2009.  A full-text copy of the Agreement
is available for free at:

http://bankrupt.com/misc/QWI_CPlan_Consulting&IndemnityPact.pdf

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: To Emerge from Bankruptcy Mid-July
--------------------------------------------------
As reported by the TCR on July 3, 2009, Judge James Peck of the
United States Bankruptcy Court for the Southern District of New
York and the Honorable Judge Robert Mongeon of the Quebec Superior
Court of Justice, in a joint hearing, approved the plan of
compromise filed by Quebecor World Inc. and its affiliates in
their cases before the Canadian Companies' Creditors Arrangement
Act and the Chapter 11 plan of reorganization filed by Quebecor
World (USA), Inc., and its debtor affiliates in the U.S.
Bankruptcy Court.

Judge Peck confirmed the U.S. Debtors' Chapter 11 plan after
determining that the Plan meets each of the confirmation
requirements under Section 1129(a):

  (1) The Plan complies with Section 1129(a)(1) because:

      -- The Plan complies with the proper classification
         requirements of Sections 1122 and 1123(a)(1) of the
         Bankruptcy Code because all Claims and Interests placed
         in each Class are substantially similar to other Claims
         or Interests in each such Class.

      -- the Plan specifies the Classes of Claims and Interests
         that are Unimpaired under the Plan.  Thus, the Plan
         satisfies Section 1123(a)(2).

      -- the Plan specifies the treatment of Claims and
         Interests in all Classes.  Thus, the Plan satisfies
         Section 1123(a)(3).

      -- the Plan provides for the same treatment for each Claim
         in each respective Class unless the holders of
         particular Claims have agreed to less favorable
         treatment with respect to the Claims.  Thus, the Plan
         satisfies section 1123(a)(4) of the Bankruptcy Code.

      -- the Plan provides adequate and proper means for
         implementation of the Plan. Thus, the Plan satisfies
         Section 1123(a)(5).

  (2) The Plan complies with Section 1129(a)(2) because the
      Debtors have complied with all of the provisions of the
      Bankruptcy Code and the Bankruptcy Rules governing notice
      and related matters in connection with the Plan, the
      Disclosure Statement, and all other matters considered by
      the Bankruptcy Court in their cases.

  (3) The Plan complies with Section 1129(a)(3) because the
      Debtors, the Creditors' Committee, the Ad Hoc Group of
      Noteholders, and the Syndicate Agreement Agent have
      negotiated the Plan in good faith and participated in the
      Plan formulation process in good faith.  The Chapter 11
      cases were filed, and the Plan was proposed, with the
      legitimate and honest purpose of reorganizing and
      maximizing the value of each of the Debtors and the
      recovery to holders of Claims and Interests under the
      circumstances of the Cases.

  (4) The Plan complies with Section 1129(a)(4) because payments
      that have been made by the Debtors for services or for
      costs and expenses in the Cases and the Plan has been
      approved by the Court as reasonable, thereby satisfying
      Section 1129(a)(4).

  (5) The Debtors have complied with Section 1129(a)(5).
      Specifically, the Debtors have disclosed the identity and
      affiliations of each proposed initial officer and director
      of the Reorganized Debtors.  The appointment to the office
      of each the  individual, is consistent with the interests
      of holders of Claims and Interests, and with public
      policy.  The Debtors have also disclosed the identity of
      and nature of any compensation for any insider who will be
      employed by the Reorganized Debtors.

  (6) Section 1129(a)(6) is satisfied because the Plan does not
      provide for any change in rates over which a governmental
      regulatory commission has jurisdiction.

  (7) The Plan satisfies Section 1129(a)(7).  The liquidation
      analysis on the Disclosure Statement and other evidence
      proffered at the Confirmation Hearing (1) are persuasive
      accurate as of the dates the evidence was prepared, (2)
      either have not been controverted by other persuasive
      evidence or have not been challenged, (3) are based upon
      sound assumptions, (4) provide a reasonable estimate of
      the liquidation values of the Debtors upon conversion to a
      Chapter 7 case, and (5) establish that each holder of a
      Claim or Interest in an Impaired Class that has not
      accepted the Plan will receive under the Plan a value that
      is not less than the amount that it would receive if the
      Debtors were liquidated under Chapter 7.

  (8) All voting Impaired Classes have voted to accept the Plan.
      Thus, the Plan satisfies Section 1129(a)(8).

  (9) The treatment under the Plan of Administrative Claims and
      claims pursuant to Section 503(b)(9) satisfies the
      requirements of Section 1129(a)(9)(A) and (B), and the
      treatment of Priority Tax Claims under the Plan satisfies
      the requirements of Section 1129(a)(9)(C).

(10) Each voting Impaired Class of Claims -- Class 1, Class 3,
      Class 4 and Class 5 -- has voted to accept the Plan,
      determined without including any acceptance of the Plan by
      any insider.  Thus, the Plan satisfies
      Section 1129(a)(10).

(11) The Plan satisfies Section 1129(a)(11).  The financial
      projections on the Disclosure Statement and the evidence
      adduced at the Confirmation Hearing (1) are credible, (2)
      have not been controverted by other evidence, (3)
      establish the ability of the Debtors to pay their debts as
      they mature, and (4) establish that subject to, and upon
      consummation of, the transactions set forth as conditions
      to the Effective Date of the Plan, the Plan is feasible
      and that confirmation of the Plan is not likely to be
      followed by the liquidation or the need for further
      financial reorganization.

(12) The Plan provides that (a) all fees payable pursuant to
      Section 1930 of the Judiciary and Judicial Procedure, as
      of the entry of the Confirmation Order as determined by
      the Court at the Confirmation Hearing, will be paid on
      the Effective Date, and (b) the Reorganized Debtors will
      continue to pay fees pursuant to Section 1930 until the
      earlier of the entry of an order closing the Chapter 11
      Cases.  Thus, the Plan satisfies the requirements
      of Section 1129(a)(12) of the Bankruptcy Code.

(13) The Plan provides that, pursuant to Section 1129(a)(13),
      on and after the Effective Date, all retiree benefits, if
      any, will continue to be paid in accordance with
      applicable law.  The Plan therefore satisfies the
      requirements of section 1129(a)(13).

(14) The Debtors do not owe any domestic support obligations,
      are not individuals, and are not nonprofit corporations.
      Therefore, Sections 1129(a)(14) does not apply to the
      Chapter 11 Cases.

(15) The Debtors do not owe any domestic support obligations,
      are not individuals, and are not nonprofit corporations.
      Therefore, Section 1129(a)(15) does not apply to the
      Chapter 11 cases.

A full-text copy of the U.S. Plan Confirmation Order signed
July 2, 2009, is available for free at:

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

Mr. Justice Mongeon, at the conclusion of the joint confirmation
hearing held on June 30, 2009, entered a sanction order on QWI's
Plan of Compromise on that date after determining that the Plan
complied with the confirmation requirements of the CCAA.  A full-
text copy of the Sanction Order is available for free at:

       http://bankrupt.com/misc/QWI_CPlanSanctionORD.pd

                    Objections Overruled

All objections to confirmation of the Plans that have not been
withdrawn, waived, settled or addressed in the Plan are overruled
on the merits.

Prior to the entry of the confirmation orders, the Texas
Comptroller of Public Accounts, the State of Louisiana Department
of Revenue, and Riverside Claims, LLC, raised objections to the
confirmation of the Plans.

The Texas Comptroller complained that the Plan does not address
its claims and the claims of other taxing authorities that arise
from the Debtors' illegal prepetition operations.  The Louisiana
Revenue Department argued that the Plan violates Section
1129(a)(9)(C) by establishing a Distribution Reserve that sets up
a scheme whereby 100% of the priority taxes might not be paid in
full and the creditor left without recourse.  Riverside Claims
complained that the Debtors seek to prejudice the rights of
unsecured creditors by attempting to use a "deemed" consolidation
under the Plan to strip away a fundamental creditor protection
under the Bankruptcy Code.  Sharp Electronics Corporation
withdrew its Plan confirmation objection after negotiating a
resolution of its objection with the Debtors.

The Debtors, to address the Plan confirmation objections, filed a
memorandum of law in support of the confirmation of the Plans.
The Debtors asserted that any alternative to confirmation of the
Plan, including liquidation or attempts by another entity to file
a different plan of reorganization, could result in significant
delays, litigation, costs and lower recoveries to the holders of
Impaired Classes of Claims.  The Debtors believe that their
businesses and assets have significant value that would not be
realized in a liquidation scenario, either in whole or in
substantial part.

The Debtors maintained that the Plan, as modified, satisfies all
of the requirements of the Bankruptcy Code and should be
confirmed notwithstanding the Objections and argued that the Plan
Objections either misread or misinterpret certain provisions of
the Plan or fail to state a sufficient legal basis to deny
confirmation of the Plan.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York, on
behalf of the Debtors, argued that the limited consolidation of
the Debtors under the Plan is appropriate and consistent with the
Bankruptcy Code and is in the best interests of the creditors.

The Debtors also asserted that they have made substantial efforts
during the course of their bankruptcy to maintain compliance with
their tax obligations in the ordinary course of business, and
intend to work diligently with the taxing authorities to
liquidate the amounts of their prepetition and postpetition tax
claims.  The Debtors have taken into account all reasonable
estimates of their prepetition and postpetition tax liabilities
in preparing the Plan Projections and determining the feasibility
of the Plan and believe that they will have sufficient assets to
satisfy all Allowed Priority Tax Claims in accordance with the
Plan.

The Debtors added that they intend to work diligently over the
next 30 days to resolve each of the objections to assumption of
contracts under the Plan, and, as to any cure objection that
cannot be resolved consensually, to seek a Court hearing to
resolve the objection.

Jeremy Roberts, chief financial officer of QWI; James J. Gambino,
corporate claims manager of QWI; Jean-Daniel Breton, senior vice-
president of Ernst & Young Inc.'s Montreal, Canada office; filed
separate memorandum of law and declarations in support of the
Plans.

                   Plan Amendments & Exhibits

To further address the Plan confirmation objections, the Debtors,
prior to the confirmation hearing, filed "immaterial"
modifications of the U.S. Plan, additional Plan exhibits, and
supplement to previously filed Plan exhibits.

* Plan Modifications

The Plan was further amended to provide that:

(a) The Administrative Claims that are allowed as of the
    Effective Date will be paid in cash on the Effective Date in
    accordance with Section 1129(a)(9)(A).

(b) Section 503(b)(1)(D) exempts governmental units from filing
    a request for allowance and payment of certain
    administrative expenses and nothing in the Plan contravenes
    that provision of the Bankruptcy Code.

(c) To the extent a taxing authority is entitled to interest on
    a Priority Tax Claim, interest will accrue on the Priority
    Tax Claim at the applicable rate from the Effective Date of
    the Plan, in accordance with Sections 511 and 1129(a)(9)(C)
    and Allowed Priority Tax Claims will be paid on a periodic
    basis to the extent that the Debtors elect to make
    distributions on the claims pursuant to the provisions of
    Section 1129(a)(9).

(d) The Plan will not release any Released Party from any Cause
    of Action held by a governmental entity existing as of the
    Effective Date based on (i) the Internal Revenue Code of
    other domestic state tax code, (ii) the environmental laws
    of the United States, or (iii) any criminal Jaws of the
    United States Of any domestic state, city or municipality.

A full-text copy of the Plan Modifications is available for free
at http://bankrupt.com/misc/QWI_USPlan_Modifications.pdf

A blacklined version of the Third Amended U.S. Plan is available
for fee at http://bankrupt.com/misc/QWI_USPlan_Blackline.pdf

* Plan Exhibits

The Debtors submitted these Plan exhibits:

  -- SocGen Litigation Steering Committee documents disclosing
     that the committee will be composed of Avenue Management
     Capital II, LP; Cyrus Capital Partners, L.P.; and a third
     member to be designated by the Creditors' Committee;

  -- Exit Financing Term Sheet, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e7d

  -- Registration Rights Agreement, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e7f

  -- Litigation Trust Agreement, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e7e

  -- Specified Environmental Contracts, a schedule of which is
     available for free at http://ResearchArchives.com/t/s?3e81

  -- Extended Deadline Contracts, a schedule of which is
     available for free at http://ResearchArchives.com/t/s?3e84

  -- Contributions to Private Note Reserves, a copy of which
     will be be filed on or before the Effective Date; and

  -- a Administrative Claim Form, a full-text copy of which is
     available for free at http://ResearchArchives.com/t/s?3e80

* Plan Supplements

The Debtors delivered to the Court a supplement to the Assumption
Exhibit and Rejection Exhibit to identify (a) additional
agreements subject to assumption, rejection or assignment
pursuant to the Disclosure Statement Order and the Plan that were
not identified on the Exhibits filed on June 9, 2009; and (b)
agreements that were identified on the Exhibits filed on June 9,
2009, where information concerning their assumption, assignment
or rejection has been modified; and (c) agreements that were
identified on either the Assumption Exhibit or Rejection Exhibit
but have been moved from one Exhibit to another, moved to new a
exhibit; or removed from the Exhibits altogether.

A Supplement Schedule of Contracts and Leases to be assumed is
available for free at http://ResearchArchives.com/t/s?3e82

A Supplement Schedule of Contracts and Leases to be Rejected is
available for free at http://ResearchArchives.com/t/s?3e83

                   Implementation of the Plans

Effective as of the Implementation Date, all other Equity
Securities of the Debtors will be of no further force or effect,
and that all other Equity Securities will be cancelled for no
consideration and any agreement, contract, deed or instrument
governing the other Equity Securities will be terminated at
Implementation Date.  QWI Common Shares, QWI Class A Preferred
Shares and Warrant Bundles issued in connection with the Canadian
Plan will be validly issued and outstanding, and in the case of
the QWI Common Shares and the QWI Class A Preferred Shares, will
issued as a fully paid and non-assessable.

All CCAA charges against the assets of the Applicants that were
created pursuant to orders of the Canadian Court in the CCAA
Proceedings will be cancelled, released and discharged as of the
Completion Time.

The Stay of the proceedings under the Initial Order will continue
until the filing with the Canadian Court of a certificate of the
Monitor confirming that the Implementation Date has occurred, the
date of the that filing to the Stay Termination Date.

The Canadian Court declares that the Monitor and the Chief
Restructuring Officer will not be held be liable for loss or
damages to any person with respect to their acts errors and
omissions.  The protections afforded to Ernst & Young, as Monitor
and as an officer of the Canadian Court, and the CRO will not
expire on the Implementation Date and will remain effective
notwithstanding the discharge provided in the Order.

The Debtors will file reports of their activities and financial
affairs with the Court on a quarterly basis, within 30 days after
the conclusion of each period, or within the other period as they
may agree mutually with the Office of the United States Trustee
for Region 2.

                 Quebecor World to Emerge Mid-July

Quebecor World, in a press release, stated that subject to the
satisfaction of certain conditions provided for in the Plans, the
company remains on track with its current timetable and
anticipates the consummation of the Plans to occur in mid-July
2009.

"We are very pleased that our U.S. and Canadian Plans have been
approved by the U.S. Bankruptcy Court and the Quebec Superior
Court.  This is a major milestone in successfully restructuring
our Company to benefit all stakeholders," said Jacques Mallette,
President and CEO.  "We look forward to exiting creditor
protection in mid-July and moving forward with the implementation
of our business plan as a strong competitor in the industry."

The U.S. Bankruptcy Court and the Quebec Superior Court will hold
a joint hearing to be held on July 13, 2009, for the U.S. Debtors
and other stakeholders to report on the status of any issues that
remain outstanding relating to the terms of the new securities to
be issued by Quebecor World under the Plans.

The July 13 Joint Hearing will address, among others, issues
relating to the wording of the Articles of Reorganization and the
Series I and II Warrant Indentures provided that the major
stakeholders in the bankruptcy cases have not yet entered into a
compromise regarding the issue prior to the joint hearing.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The Company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


REAL MEX: S&P Affirms Corporate Credit Rating at 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the
ratings on the Cypress, California-based Real Mex Restaurants
Inc., including its 'B-' corporate credit rating.  This action
comes after the company priced $130 million of the senior secured
notes at a 17.98% yield with a 14% coupon and 90% original issue
discount.

"We previously expected company to issue $110 million of notes to
refinance its outstanding senior secured notes; as a result of the
increased principal of $130 million, leverage is not materially
different," said Standard & Poor's credit analyst Charles Pinson-
Rose.  Despite the higher principal, interest coverage and cash
flows are actually slight better than originally contemplated.
Operating-lease-adjusted debt to EBITDA will be about 6.5x on a
pro forma basis, while adjusted EBITDA interest coverage will be
about 1.5x, up from 1.3x, as previously expected.

The ratings on Real Mex reflect the company's highly leveraged
capital structure, its participation in the intensely competitive
casual dining restaurant industry, and its geographic
concentration.

At the end of its last fiscal year (Dec. 28, 2008), Real Mex
operated 190 restaurants, of which 156 were located in California,
where unemployment and consumer spending have been particularly
weak.  This likely will pressure sales for the balance of 2009.
Real Mex is the largest operator of Mexican casual dining
restaurants, but also faces competition from other subsectors of
casual dining and from quick service restaurants, both of which
have been promoting value offerings and discounting heavily.
These factors had a significant impact on the company's sales in
the first quarter as comparable store sales were down by 9.1% and
total revenue declined by 6.6%.  S&P expects that these negative
sales trends will continue for at least the next two quarters and
possibly longer.


REBECCA BENTON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rebecca Benton
        116 Sussex Retreat
        Pooler, GA 31322

Bankruptcy Case No.: 09-41429

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Richard C. E. Jennings, Esq.
                  Law Offices of Skip Jennings, PC
                  115 W Oglethorpe Ave
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549
                  Email: skipjenningspc@comcast.net

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

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

A full-text copy of Ms. Benton's petition, including a list of her
20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/gasb09-41429.pdf

The petition was signed by Ms. Benton.


REMEDIATION FINANCIAL: Court Resets DS Hearing to September 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued to September 1, 2009, at 11:00 a.m., the hearing on RFI
Realty, Inc., and its affiliated debtors' amended disclosure
statement.

The hearing was initially set for April 22, 2009, then reset to
June 25, 2009.

The deadline for the Debtors to circulate a redline copy of their
amended disclosure statement is extended through
August 14, 2009, and the deadline for filing statements of
remaining unresolved issues with the Debtors' amended disclosure
statement is extended to August 24, 2009.

In its motion, the Debtors told the Court that since the
termination of the SunCal purchase and sale agreement in 2008,
they have sought to enter into a new sale agreement for their
approximately 1,000 acres of land in Santa Clarita, California.
They said they are in continuing negotiations with an interested
party over the sale of Debtors' property.  The new sale, if
agreement is reached, will form an important part of an amended
plan.

In view of the foregoing, the Debtors said that it is premature to
circulate a redlined amended disclosure statement or to hold a
hearing on approval of the amended disclosure statement on the
current schedule.

The Debtors filed their Disclosure Statement and Joint Plan on
January 28, 2005.

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a
real estate developer.  Remediation Financial and Santa
Clarita, L.L.C., filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04-
17294).  The cases are jointly administered under RFI Realty Inc.

Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver,
Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker
LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at
Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  No official committee of unsecured
creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed assets of more
than $100 million and debts of $10 million to
$50 million.


RH DONNELLEY: Gets Court Nod to Hire Sidley Austin as Counsel
-------------------------------------------------------------
R.H. Donnelley Corp. and its affiliates obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Sidley Austin LLP as their general reorganization and bankruptcy
counsel nunc pro tunc to the Petition Date.

Mark W. Hianik, Esq., the Debtors' senior vice president, general
counsel, and corporate secretary, tells the Court that the
Debtors' cases are complex and needs a counsel with extensive
experience in litigation, corporate, real estate, labor and
employment, employee benefits, intellectual property, banking,
and tax law.  Sidley Austin, he relates, has a global corporate
reorganization and bankruptcy practice composed of roughly 60
attorneys, plus attorneys in numerous other principal areas of
practice that have sub-specialties in bankruptcy-related issues.
The firm is frequently retained to act as general bankruptcy
counsel in complex Chapter 11 cases commenced in the District of
Delaware, including:

  -- Smurfit-Stone Container Corp.,
  -- Pliant Corp.,
  -- Merisant Worldwide, Inc.,
  -- Tribune Company,
  -- Hilex Poly Co.,
  -- Pliant Corp.,
  -- Meridian Automotive Systems-Composite Operations,
  -- The Flintkote Co. and Flintkote Mines Ltd.,
  -- Federal-Mogul Global Inc., and
  -- Owens Corning.

In the months leading up to the Petition Date, Sidley advised the
Debtors on restructuring and insolvency issues, including factors
pertinent to the commencement of the Chapter 11 Cases, as well as
on general corporate, banking, insurance, labor and employment,
and tax matters, and in so doing, Sidley has become intimately
familiar with the Debtors and their affairs, Mr. Hianik says.

As the Debtors' counsel, Sidley Austin will:

  (a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses;

  (b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved,
      and objecting to claims filed against the Debtors'
      estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, attend Court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

  (e) advise and assist the Debtors regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting a plan of reorganization and
      accompanying disclosure statement, securing the approval
      of a disclosure statement, soliciting votes in support of
      plan confirmation, and securing confirmation of the plan;

  (f) perform any and all other legal services for the Debtors
      in connection with these Chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

  (g) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance, and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their articles of incorporation, by-
      laws, material contracts, and matters involving the
      fiduciary duties of the Debtors and their directors and
      officers;

  (h) provide legal advice and legal services with respect to
      litigation, tax, and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      Debtors; and

  (i) render other services as may be in the best interests of
      the Debtors and all other necessary or appropriate legal
      services in connection with the Chapter 11 Cases.

On January 5, 2009, Sidley received $500,000 from the Debtors and
the outstanding fees and expenses owed by the Debtors were
approximately $173,738, and the balance, aggregating $326,262,
was an advance payment retainer.  The Advanced Payment Retainer
was supplemented by additional advance payments of:

   Date                  Payment Amount
   ----                  --------------
   March 10, 2009          $1,117,053
   March 23, 2009            $449,319
   April 10, 2009            $419,161
   April 24, 2009            $363,390
   April 30, 2009            $395,823
   May 7, 2009               $450,000
   May 12, 2009              $500,000
   May 20, 2009              $400,000
   May 26, 2009              $350,000

The Advance Payment Retainer was allocated prior to the Petition
Date to time spent and expenses incurred prior to the Petition
Date, including both expenses that were recorded prior to the
Petition Date and those which were recorded after the Petition
Date.  To the extent that the time spent and expenses incurred
prior to the Petition Date turns out to be less than the Advance
Payment Retainer allocated prior to the Petition Date, Sidley
Austin will return the excess to the Debtors.

During the one year period before the Petition Date, the funds
received from the Debtors by Sidley for services rendered or to
be rendered in contemplation or in connection with the Chapter 11
Cases did not exceed $4,911,927.

The Debtors will pay Sidley Austin on an hourly basis and
reimburse reasonable and necessary out-of-pocket expenses.  The
hourly rates of Sidley's bankruptcy and other professionals and
para-professionals range from $90 to $925.

Paul S. Caruso, Esq., a partner at Sidley Austin, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors' estates in matters upon which it is to be
engaged, and is a "disinterested person" within the meaning of
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)


RH DONNELLEY: Wins Approval to Hire Young Conaway as Co-Counsel
---------------------------------------------------------------
R.H. Donnelley Corp. and its affiliates obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor as their bankruptcy co-counsel, nunc pro
tunc to the Petition Date.

According to Mark W. Hianik, Esq., the Debtors' senior vice
president, general counsel, and corporate secretary, Young
Conaway has discussed the division of responsibilities with
Sidley Austin LLP, the Debtors' proposed lead counsel, and will
make every effort to avoid duplication of efforts.  He says Young
Conaway's knowledge, expertise, and experience practicing before
the Court will enable it to work in an efficient and cost-
effective manner on behalf of the Debtors' estates.

Additionally, in preparing for the Debtors' cases, Young Conaway
has become familiar with the Debtors' businesses and affairs and
many of the potential legal issues that may arise in the context
of the Chapter 11 cases, Mr. Hianik says.  Accordingly, the
Debtors believe that Young Conaway is uniquely qualified to
represent them as co-counsel in their Chapter 11 cases and will
do so in a most expedient manner.

As the Debtors' co-counsel, Young Conaway will:

  a. provide legal advice with respect to the Debtors' powers
     and duties as debtors-in-possession in the continued
     operation of their business and management of their
     properties;

  b. pursue confirmation of the Plan and approval of the
     corresponding solicitation procedures and disclosure
     statement;

  c. prepare on behalf of the Debtors necessary applications,
     motions, answers, orders, reports and other legal papers;

  d. appear in Court and otherwise protecting the interests
     of the Debtors before the Court; and

  e. perform all other legal services for the Debtors which
     may be necessary and proper in these proceedings.

The Debtors will pay Young Conaway on an hourly basis and
reimburse the firm of its actual, necessary expenses and other
charges.  The principal attorney and paralegal designated to
represent the Debtors and their standard hourly rates are:

    Robert S. Brady, Esq.                   $610
    Edwin J. Harron, Esq.                   $560
    Edmon L. Morton, Esq.                   $480
    Donald K. Bowman, Jr., Esq.             $325
    Kenneth J. Enos, Esq.                   $310
    Casey Cathcart, paralegal               $155

Robert S. Brady, Esq., a partner in Young Conaway Stargatt &
Taylor LLP 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)


RH DONNELLEY: Wins Court Nod to Hire Sitrick as Consultant
----------------------------------------------------------
R.H. Donnelley Corp. and its affiliates obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Sitrick and Company, Inc., as corporate communications consultant,
nunc pro tunc to the Petition Date.

In light of the size of their Chapter 11 cases, the Debtors say
that they require the services of seasoned and experienced
corporate and crisis communications consultant, and one that is
familiar with their business operations and the Chapter 11
process.  The Debtors contend that Sitrick is particularly well
suited to serve as the their corporate communications consultant.
During the period leading up to the Petition Date, the Debtors
disclose that Sitrick worked closely with them to develop a
comprehensive communications strategy and materials, which were
used in the public announcement of the Chapter 11 cases.

The Debtors believe that in having a corporate communications
consultant, other professionals in the Chapter 11 Cases and
company officers who might otherwise handle corporate
communications matters will be able to focus better on their
competencies and their core tasks to efficiently and effectively
manage the Debtors' business operations and to facilitate a
successful Chapter 11 process.

As the Debtors' communications consultant, Sitrick will write and
distribute press releases, and consult on public relations
strategy, media relations and media monitoring in connection with
the Chapter 11 cases.

The Debtors will pay Sitrick its standard hourly rates, which
range from $185 to $850, depending on the particular
professional.  Sitrick has received a refundable retainer fee of
$160,000.  When the Retainer has been exhausted, additional time
charges will be billed as incurred.  In addition, Sitrick has
received an expense advance of $10,000 to cover reasonable and
necessary out-of-pocket expenses incurred.  When the Expense
Advance has been exhausted, additional time charges will be
billed as incurred.

The Debtors agreed to defend, indemnify and hold Sitrick harmless
from and against any loss, damage, liability, claim, demand,
action, cost and expense resulting from claims made against
Sitrick by any third party which arise out of or in connection
with the certain services to be rendered by Sitrick.

Michael S. Sitrick, the chairman and chief executive officer of
Sitrick, 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)


RIDGEWALK HOLDINGS: Proposes William Griffith as Counsel
--------------------------------------------------------
Ridgewalk Holdings LLC seeks the consent of the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, to
hire William C. Griffith, Jr., as attorneys pursuant to 11 U.S.C.
Sec. 327.

Mr. Griffith will, among other things, (i) provide the Debtor
legal advice with respect to its powers and duties as debtor-in-
possession, (ii) prepare the necessary schedules and pleadings,
and (iii) assist in the formulation and preparation of a plan of
reorganization for the Debtor.

Mr. Griffith will charge the Debtor's estates $200 per hour for
his services.

Mr. Griffith may be reached at:

      William C. Griffith, Jr.
      3017 Piedmont Rd, NE, Suite 200
      Atlanta, GA 30305
      Tel: (404) 812-1926
      Email: wcglaw@bellsouth.net

Atlanta, Georgia-based Ridgewalk Holdings, LLC, filed for Chapter
11 on June 1, 2009 (Bankr. N.D. Ga. Case No. 09-73918).  William
C. Griffith, Jr., Esq., represents the Debtor in its restructuring
efforts.  The Debtor has assets and debts both ranging from
$10 million to $50 million


ROBERT MANUFACTURING: Hires Best Best & Krieger as General Counsel
------------------------------------------------------------------
Robert Manufacturing Company seeks permission from Judge Meredith
A. Jury of the U.S. Bankruptcy Court for the Central District of
California to hire Best Best & Krieger LLP as general counsel.

BBK will, among other things, (i) provide the Debtor advice with
respect to the provisions of the Bankruptcy Code and other
applicable requirements, (ii) assist the Debtor in the preparation
of necessary schedules and other documents, and (iii) assist in
the formulation and preparation of a plan of reorganization for
the Debtor.

Attorneys and other personal of the firm will perform work at an
hourly rate that ranges from $175 to $550 per hour.  Franklin C.
Adams, a partner with the law firm, has represented bankruptcy
trustees, debtors, and creditors in insolvency matters throughout
California for 23 years.  Richard T. Egger, a partner, Dennis G.
Bezanson, of counsel, and Joseph M. Welch, an associate, also
practice predominantly in the area of bankruptcy law.

The firm received a $76,039 retainer, of which $43,464 has been
drawn for services rendered prepetition.

Mr. Bezanson avers that BBK is a disinterested person and
represents no interest adverse to the estate with respect to the
matters in which it is to be employed.

BBK may be reached at:

     Dennis G. Bezanson, Of Counsel
     Best Best & Krieger, LLP
     3750 University Avenue, Suite 400
     P.O. Box 1028
     Riverside, CA 92502-1028
     Tel No.: (951) 686-1450
     Fax No.: (951) 686-3083

Rancho Cucamonga, California-based Robert Manufacturing Co. filed
for Chapter 11 on May 27, 2009 (Bankr. C.D. Calif. Case No. 09-
21395).  Franklin C. Adams, Esq., at Best Best & Krieger LLP,
represents the Debtor in its restructuring efforts.  At the time
of the filing, the Debtor said that its assets and debts both
range from $10 million to $50 million.


SANDIA EAST: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sandia East Apartments, Inc.
           dba Sandia East Apartments
        8409 Pickwick Lane, Suite 249
        Dallas, TX 75225

Bankruptcy Case No.: 09-34277

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Areya Holder, Esq.
                  Law Office of Areya Holder, P.C.
                  800 W. Airport Freeway, Suite 540
                  Irving, TX 75062
                  Tel: (972) 438-8800
                  Fax: (972) 438-8825
                  Email: areya@holderlawpc.com

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

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

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

The petition was signed by Charles E. Paschall Jr., president of
the Company.


SANTANO A. GALO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Santano A. Galo
               Ludy A. Galo
               4738 Cairnsean Street
               Houston, TX 77084-2538

Bankruptcy Case No.: 09-34758

Chapter 11 Petition Date: July 6, 2009

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

Debtors' Counsel: James R. Clark, Esq.
                  James R. Clark & Assoc
                  4545 Mt Vernon
                  Houston, TX 77006
                  Tel: (713) 532-1300
                  Fax: (713) 532-5505
                  Email: jamesrclark@swbell.net

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed they petition.

The petition was signed by the Joint Debtors.


SCOTT CABLE: Chapter 11 Case Converted to Chapter 7
---------------------------------------------------
WestLaw reports that the best interests of creditors and the
bankruptcy estate would be served by the conversion of a debtor's
Chapter 11 case to one under Chapter 7, rather than dismissal, due
to the debtor's inability to effectuate a plan.  A related
proceeding was pending in another bankruptcy court and would
resolve the last remaining administrative task in the debtor's
case.  In re Scott Cable Communications, Inc., --- B.R. ----, 2009
WL 1681492, 103 A.F.T.R.2d 2009-2308 (Bankr. D. Conn.).

The United States, representing the Internal Revenue Service,
moved to convert Scott Cable's case to one under Chapter 7 or,
alternatively, for appointment of Chapter 11 trustee.  The
Bankruptcy Court, 2002 WL 1988166, denied the government's motion.
The government appealed.  The United States District Court for the
District of Connecticut, 2007 WL 2669108, affirmed, and then, on
rehearing, 2008 WL 4614287, vacated and remanded with directions.
On remand, the Honorable Alan H.W. Shiff, J., held that (1) the
debtor's inability to effectuate a plan provided cause for
conversion of case, and (2) conversion, rather than dismissal,
served best interests of creditors and bankruptcy estate, and
granted the government's motion to convert.

Scott Cable Communications, Inc., began its quest for bankruptcy
relief on Feb. 14, 1996, when it commenced a
Chapter 11 case in the District of Delaware (Bankr. D. Del Case
No. __-______).  Scott successfully prosecuted a chapter 11 plan
to confirmation in Delaware on December 6, 1996.  Among other
things, that plan called for the issuance of "New Restructured
Third Secured PIK Notes" in the amount of
$38.9 million that would be secured by all of Scott's assets and
be subordinated to other security interests, and the PIK Notes
were issued on December 19, 1996.  On July 10, 1998, Scott
executed a purchase and sale agreement for the sale of all of its
property.  The sale would generate approximately $29.9 million in
capital gains taxes and $7.5 million in other federal and state
taxes. That agreement was not submitted to the Delaware bankruptcy
court.   The Delaware case closed on July 31, 1998.  On October 1,
1998, Scott filed a second Chapter 11 case (Bankr. D. Conn. Case
No. 98-51923) with a prepackaged plan which was premised upon
events that occurred in the Delaware case.  The Connecticut filing
included a prepackaged liquidation plan which contemplated a sale
of all of Scott's property.  The plan did not provide for the
payment of any capital gains taxes.  On November 13, 1998, the
Connecticut court authorized the sale of Scott's assets.  On
November 16, 1998, the government objected to confirmation,
arguing, inter alia, that the prepackaged plan was a tax avoidance
scheme.


SEMGROUP ENERGY: Posts $1.7 Million Net Loss for 2008 Q4
--------------------------------------------------------
SemGroup Energy Partners, L.P., reported a net loss of
$1.7 million on total revenues of $42.9 million for the quarter
ended December 31, 2008, as compared to net income of
$7.3 million on total revenues of $30.2 million for the quarter
ended December 31, 2007.

For the year ended December 31, 2008, total revenues were $192.2
million compared with $74.6 million in 2007, an increase of 158
percent.  SGLP recorded net income of $17.8 million in 2008
compared with a net loss of $12.9 million by SGLP and its
predecessor in 2007.  The predecessor did not record any revenue
associated with the gathering and transportation and terminalling
and storage services provided on an intercompany basis, but did
recognize the costs of providing such services.

SGLP's 2008 results were impacted by the bankruptcy filings of
SemGroup, L.P. -- Private Company -- and certain of its
subsidiaries.  SGLP is not a party to these bankruptcy filings.

Since December 31, 2008, SGLP:

   -- settled certain matters between the Private Company and
      SGLP, pursuant to which the parties entered into new
      agreements governing their relationship and transferred
      ownership of certain assets;

   -- entered into a Consent, Waiver and Amendment to its
      Credit Agreement with its lenders, under which the
      lenders consented to the Settlement and waived all
      existing defaults and events of default described in
      SGLP's forbearance agreement and amendments thereto;

   -- entered into storage contracts or leases with third party
      customers relating to 45 of its 46 asphalt facilities;
      and

   -- has continued to pursue opportunities to provide crude
      oil terminalling and storage services, crude oil
      gathering and transportation services and asphalt
      services to third parties.

The opinion of PricewaterhouseCoopers LLP, in Tulsa, Oklahoma, the
Company's independent auditor, which opinion was included in
SGLP's financial statements for the year ended December 31, 2008,
included in the 2008 Form 10-K contains a "going concern"
qualification.  The qualification states that SGLP "has
substantial long-term debt, a deficit in partners' capital,
significant litigation uncertainties, and other issues, which
raise substantial doubt about its ability to continue as a going
concern."

Kevin Foxx, SemGroup Energy Partners president and chief executive
officer, said, "Our operating results were obviously negatively
affected by the Private Company's filing for bankruptcy.  In this
challenging environment, we have focused our efforts on third
party agreements for our crude oil terminalling and storage, crude
oil gathering and transportation and asphalt services businesses
independent of the Private Company. We now look forward to the
opportunity to get back to our goal of growing our business and
being a leading provider of services in the crude oil and asphalt
industry."

As of December 1, 2008, SGLP had $354,641,000 in total assets;
$32,929,000 in total current liabilities, $ 448,100,000 in long-
term debt, and $255,000 in long-term capital lease obligations;
and $126,643,000 in total partners' deficit.

A full-text copy of the Annual Report is available at no charge at
http://ResearchArchives.com/t/s?3eb7

                About SemGroup Energy Partners LP

SemGroup Energy Partners, L.P. (Pink Sheets: SGLP.PK) is a
publicly traded master limited partnership with operations in 23
states.  It provides integrated terminalling, storage, processing,
gathering and transportation services for companies engaged in the
production, distribution and marketing of crude oil and liquid
asphalt cement.  It manages its operations through three operating
segments: (i) crude oil terminalling and storage services, (ii)
crude oil gathering and transportation services and (iii) asphalt
services.  It was formed in February 2007 as a Delaware master
limited partnership initially to own, operate and develop a
diversified portfolio of complementary midstream energy assets.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq., and
Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R.
Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq.,
at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and
Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P. Services
LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SOBEYS INC: S&P Changes Outlook to Positive; Keeps 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Stellarton, N.S.-based Sobeys Inc. to positive from stable.  At
the same time, S&P affirmed the ratings, including the 'BB+' long-
term corporate credit rating on the company.

"We base the outlook revision on what S&P view as the company's
progress toward lower leverage despite the prevailing weak
economic conditions," said Standard & Poor's credit analyst Donald
Marleau.

The ratings on Sobeys reflect the company's No. 2 market share
position in Canada and improving operating results that, in S&P's
opinion, have contributed to steady deleveraging since the
company's privatization and acquisition activities in 2007.  These
strengths are tempered in Standard & Poor's view by the highly
competitive nature of the Canadian food retailing industry, as
well as weak economic conditions.

Sobeys is Canada's second-largest food retailer, with revenues of
C$14.7 billion for the fiscal year ended May 2, 2009.  It has more
than 1,300 corporate and franchised stores across Canada operating
mainly under the Sobeys, IGA, IGA extra, Price Chopper, Foodland,
and Thrifty Foods banners.  Sobeys is wholly owned by Stellarton,
N.S.-based holding company Empire Co. Ltd. (not rated), and is its
primary asset.

The company's full-year results are solid in S&P's view, with a
revenue increase of 7.3% driven by same-store sales growth of
5.2%, which is higher than retail food price inflation of about
3.0% and stronger than that of its peers over a similar period.
Moreover, the financial risk profiles of both Sobeys and Empire
have improved in the past year, with the stronger operating
performance at Sobeys and the C$135 million equity by Empire in
April 2009.

In recent years, Sobeys has made significant investments in
modernizing its store network, supporting solid SSS growth that
S&P believes should insulate it somewhat from the Canadian
expansion of Wal-Mart Stores Inc.'s (AA/Stable/A-1+) retailing
square footage for food products.  That said, the emphasis on
full-service store formats could become a weakness if consumers
shift their shopping habits toward discount stores due to the
slowing economy, although strong evidence of this has yet to
manifest itself.

The positive outlook reflects S&P's belief that Sobeys could
improve its profitability and credit measures despite challenging
market conditions in the coming year.  The company's solid
business risk profile is already indicative of an investment-grade
rating in S&P's opinion; however, Standard & Poor's believes
Sobeys still needs to demonstrate the resilience of its financial
risk profile through difficult economic conditions.  Moreover, the
company must preserve its commitment to an intermediate financial
policy, as demonstrated recently with the equity issue at the
Empire level.  S&P could raise the rating on Sobeys if the company
maintains its recent operating trends that preserve debt leverage
of below 3.5x on a sustained basis.  Although less likely in the
near term, a weakening of Sobeys' operating performance or a debt-
financed acquisition causing a meaningful deterioration of the
credit metrics, including adjusted debt to EBITDA reaching 4x,
could create downward pressure on the ratings.


SOUTHWESTERN ELECTRIC: Moody's Cuts Preferred Stock Rtng to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded the long term issuer and
senior unsecured ratings for Southwestern Electric Power Company
to Baa3 from Baa1.  SWEPCO is a wholly owned subsidiary of
American Electric Power Company (Baa2 senior unsecured / negative
outlook).  This rating action concludes a review for possible
downgrade that was initiated on February 4, 2009.  The rating
outlook for SWEPCO is stable.

The rating downgrade primarily reflects the continued weakness in
SWEPCO's balance sheet and over-all financial profile as well as
the materially higher business and operating risk profile
associated with the construction of a new coal-fired generation
facility (Turk Plant).  Prospectively, Moody's expects a
significant and sustained weakening of SWEPCO's financial profile
over the next several years.

"The regulatory, environmental and execution risks associated with
the Turk Plant create a materially higher business and operating
risk profile for SWEPCO" said Jim Hempstead, Senior Vice
President, "and this elevated risk profile is expected to be
accompanied by much weaker financial metrics over the next few
years."

The construction program is expected to contribute to the pressure
on SWEPCO's financial metrics, where the ratio of cash flow from
operations before working capital adjustments (CFO pre-w/c) to
total adjusted debt is expected to fall to approximately 10% over
the next few years.  Moody's expects a similar decline in many of
SWEPCO's other key financial credit ratios, which position SWEPCO
as a weak Baa3 vertically integrated utility.  Nevertheless, over
the long-term horizon, Moody's believes SWEPCO is fundamentally an
investment grade utility and Moody's take some comfort in its
ownership by AEP.

An unusually high amount of risk is associated with constructing
the Turk plant, and is incorporated into the Baa3 rating.  These
risks include the numerous legal and regulatory challenges
currently facing the Turk plant's Arkansas Certificate of
Environmental Compatibility and Public Need), the air permit, the
PUCT's conditional permit, wetlands preservation efforts and
requests for regulatory recovery of financing costs on
construction work in progress (i.e., CWIP).

Moody's is particularly concerned with the recent Arkansas Court
of Appeal's decision "reversing" the Public Service Commission's
CECPN order.  Moody's observe that SWEPCO petitioned the Arkansas
Supreme Court to review the Court of Appeal's decision.  In
Moody's opinion, there is a considerable amount of uncertainty
related to SWEPCO proceeding with construction while the legal
process develops.  Under a worse case scenario, where construction
is abandoned and a full impairment occurs, as disclosed on June
29, 2009, SWEPCO's portion currently amounts to an approximately
$550 million construction write-off and $100 million cancellation
charges on a pre-tax basis.

"While legal challenges related to coal-fired construction are not
that unusual in this sector" Hempstead added "the current
environmental momentum appears to be heightening these risks, and
SWEPCO's decision to proceed with construction will create a
continual exposure to these risk over the intermediate-term
horizon."

The stable outlook reflects Moody's view that ownership by
American Electric Power, the parent entity, enables SWEPCO to
endure the weakened credit profile for a period of time while
SWEPCO attempts to mitigate its legal and regulatory challenges.
The stable rating outlook acknowledges the heightened event risks
associated with the Turk plant.  Additional rating downgrades
could materialize depending on how the legal challenges evolve and
depending on the mitigation efforts that SWEPCO may pursue.

Moody's last rating action for SWEPCO occurred on February 4,
2009, when the rating was placed on review for possible downgrade.

Southwestern Electric Power Company is a wholly-owned subsidiary
of American Electric Power Company.  American Electric Power
Company is headquartered in Columbus, Ohio.

Downgrades:

Issuer: DeSoto (Parish of) LA

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from
     Baa1

Issuer: Sabine River Authority, TX

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from
     Baa1

Issuer: Southwestern Electric Power Company

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba1
     to (P)Baa3 from a range of (P)Baa2 to (P)Baa1

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from
     Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Baa3 from Baa1

Issuer: Titus (County of) TX, Fresh Wtr Sup Dist 1

  -- Senior Unsecured Revenue Bonds, Downgraded to Baa3 from
     Baa1

Outlook Actions:

Issuer: Southwestern Electric Power Company

  -- Outlook, Changed To Stable From Rating Under Review


SPANISH SPRINGS: Hires Griffith & Thornburg as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved an application by Spanish Springs II, LLC, to hire
Griffith & Thornburg LLP, to represent it in its Chapter 11 case
on a general retainer.

The services to be provided by Griffith and Thornburg include all
actions needed, or normally taken by counsel for the debtor and
debtor-in-possession in the administration of a Chapter 11 case.
G&T will not be responsible for appearances before any court or
agency, other than the bankruptcy court and the U.S. Trustee.

The Debtor says that Joseph M. Sholder, Esq., a partner at G&T,
has specific enterprise in bankruptcy matters, and has represented
numerous debtors, creditors and trustees before the Court.

G&T will bill the Debtor's estates based on these rates:

      Partners             $395 per hour
      Associates           $250
      Legal Assistants     $95

G&T received a $75,000 retainer prepetition from King Ventures, a
sole proprietorship of John E. King.  John E. King is managing
member of the Debtor.

G&T is "disinterested" as defined in 11 U.S.C. Sec. 101(14).

The firm may be reached at:

       Griffith & Thornburg, LLP
       8 East Figueroa Street, Suite 300
       Post Office Box 9
       Santa Barbara, CA 93102-0009
       Telephone: (805) 965-5131
       Telecopier: (805) 96606751

Spanish Springs II, LLC, filed for Chapter 11 on May 28, 2009
(Bankr. C.D. Calif. Case No. 09-12006).  The petition says that
assets are between $10 million and $50 million while debts are
between $1 million and $10 million.


SPIRIT VILLAGE: Hires John M. Rice as Chapter 11 Counsel
--------------------------------------------------------
Spirit Village Inc. has sought approval from the U.S. Bankruptcy
Court for the District of Alaska to hire John M. Rice as attorney
in its Chapter 11 case.

John M. Rice will, among other things, (i) prepare schedules,
statements, plan and other documents, (ii) represent the Debtor at
creditor's meetings and hearings on its disclosure statement
plans, (iii) represent the Debtor in other aspects of the Chapter
11 case, including negotiations with creditors and adversary
actions.

John M. Rice will charge the Debtor at $250 per hour.

The attorney is a disinterested person and does not hold or
represent an interest that is adverse to the estate.

Mr. Rice may be reached at:

     John M. Rice
     Law Office of John M. Rice
     #2 Marine way, Suite 204
     Juneau, Alaska 99801
     Tel: (907) 586-2244
     E-mail: john@lojr.net

Spirit Village Inc., operates specialty outpatient facilities.
Spirit Village filed for Chapter 11 on June 1, 2009 (Bankr. D.
Alaska Case No. 09-00351).  The petition says assets total
$50 million to $100 million while debts total $1 million to $10
million.


SPIRIT VILLAGE: Files List of 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Spirit Village Inc.
        320 W. Willoughby Ave., Suite 100
        Juneau, AK 99801

Bankruptcy Case No.: 09-00351

Chapter 11 Petition Date: June 1, 2009

Court: Alaska (Juneau)

Type of Business: Spirit Village Inc., operates specialty
                  outpatient facilities.

Debtor's Counsel: John M. Rice, Esq.
                  19101 Glacier Highway
                  Juneau, AK 99801
                  Tel: (907) 586-2244
                  Email: john@lojr.net

Estimated Assets: $50 million to $100 million

Estimated Debts: $1 million to $10 million

List of 6 Largest Unsecured Creditors:

   Entity                     Type of Claim      Claim Amount
   ------                     -------------      ------------
Sealaska Inc.                 Lease Contract     $287,000
One Sealaska
Plaza, Suite 400,
Juneau, Alaska
99801-1276

ANB Camp                      Loans              $250,000
320 W. Willoughby, Suite 100
Juneau, Alaska 99801

Gareth & Eileen Wright                           $43,053

George C. Wright                                 $10,000

Ronald Roberts                                   $10,000

Yaa Tei Yi Inc.                                  $9,157

The petition was signed by Andrew Ebona, president of the company.


STANDARD BEEF: Court Okays Reorganization Plan
----------------------------------------------
Allison Schwartz at New Haven Independent reports that the Hon.
Lorraine Murphy Weil of the U.S. Bankruptcy Court for the District
of Connecticut has approved a plan for The Standard Beef Co. to
reorganize under Chapter 11 of the U.S. Bankruptcy Code.

According to New Haven, Standard Beef remains in business and is
keeping 25 workers.

New Haven relates that Henry Bawarsky, who took over the business
in 1949, said that by reorganizing under Chapter 11, Standard Beef
can continue operating, keep its customers, and compete with other
companies.

Standard Beef, New Haven states, is launching a new brand called
Harry's Premium Meats, which will update Standard Beef with the
trends of the industry.  Standard Beef will also deliver fresh
packaged meat to supermarkets to cut costs, broadening its
customer base from meatpackers and butchers, New Haven reports.

The Standard Beef Co. is based in New Haven, Connecticut.  It
sells fresh meat, cheese, poultry products, unpackaged frozen fish
in wholesale.  It also sells bird treats or snacks, poultry food,
live food for birds, bird seed, fresh chicken, fresh meat or
poultry and frozen meat or poultry.  It was founded by the
Bawarsky family in 1921.  The Company survived the Depression and
the war, and has remained in the family's hands through three
generations.

The Company filed for Chapter 11 bankruptcy protection on February
6, 2008 (Bankr. D. Conn. Case No. 08-30377).  Carl T. Gulliver,
Esq., at Coan, Lewendon, Gulliver & Miltenberger, L.L., assists
the Company in its restructuring efforts.  The Company listed $1
million to $10 million in assets and
$1 million to $10 million in debts.


STAN'S FLOORING: Voluntary Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: Robert John Charles

Chapter 15 Debtor: Stan's Flooring (1983) Ltd.
                   360 Revus Avenue
                   Toronto, Ontario L5G 4S4

Chapter 15 Case No.: 09-14516

Type of Business: The Debtor provides floor installations.

Chapter 15 Petition Date: July 6, 2009

Court: Middle District of Florida (Tampa)

Petitioner's Counsel: Michael C. Markham, Esq.
                      mikem@jpfirm.com
                      Johnson Pope Bokor Ruppel & Burns LLP
                      Post Office Box 1368
                      Clearwater, FL 33757
                      Tel: (727) 461-1818
                      Fax: (727) 443-6548

Estimated Assets: Unknown

Estimated Debts: Unknown


STERLING MINING: Wants Plan Filing Period Extended to Dec. 2
------------------------------------------------------------
Sterling Mining Company asks the U.S. Bankruptcy Court for the
District of Idaho to extend its exclusive period to file a plan
until December 2, 2009, and its exclusive period to solicit
acceptances thereof until February 1, 2010.

The Debtor tells the Court it is currently in no position to
propose a plan that would have the creditors support until the
Sunshine Lease issues are resolved.  The Debtor is presently
negotiating and litigating with SNS Silver Corp. and Sunshine
Precisous Metals Inc. to determine the amount of defaults with
regard to the lease.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over 360
million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STUDIO PARC: Real Property, Cash Still With State Receiver
----------------------------------------------------------
Studio Parc Acquisition LLC filed an emergency motion before the
U.S. Bankruptcy Court for the Middle District of Florida, Orlando
Division, seeking to prohibit debtor Studio Parc Redevelopment LLC
from using cash collateral.

Studio Parc Acquisition, Inc., is a single purpose entity created
by McKinley, Inc. to acquire the loan that is secured by the real
and personal property previously owned by F.F. Kirkman and now
owned by the Debtor.

On April 30, 2009, SPA obtained an uncontested Summary Final
Judgment of Foreclosure for $13,436,428.50 foreclosing its first
mortgage on 163 residential condominium units that are located in
Orange County, Florida.  The mortgage foreclosure sale was
scheduled to take place at 11:00 a.m. on Tuesday, June 2, 2009.

Lynn J. Hinson, Esq., at Dean, Mead, Egerton, Bloodworth,
Capouano & Bozarth, P.A., recounts that at the time the mortgage
foreclosure case was filed in the Circuit Court in and for Orange
County, Florida, the Debtor did not own an interest in the Units,
and was not joined as a defendant.  The Debtor did not acquire an
interest in the Units until after the Foreclosure Judgment was
entered and did not seek to intervene in the Foreclosure Case.

The Debtor, which is a single purpose entity, did not obtain title
to or any other interest in the Units until a deed (or deeds) was
apparently recorded on the morning of Friday, May 29, 2009.  Late
the same day, the Debtor filed for Chapter 11 to prevent the
mortgage foreclosure sale that was scheduled four days later from
taking place.

This is the second time that the Units have been the subject of a
Chapter 11 case which was filed in the Orlando Court.  F.F.
Kirkman, LLC, which was the predecessor in title to the Units,
filed for Chapter 11 on March 27, 2008 (Case No. 08-02303).  The
case was dismissed by Court order on December 12, 2008.

All of the Units are unsold, and all or substantially all are
being leased to residential lessees.  The sole source of income is
rents that are derived from leasing the Units.  SPA has an
assignment of and a security interest in the Rents.  The property
that was foreclosed upon includes all of the Units, the Rents and
other property related to the Units.

Therefore, the Rents constitute cash collateral, according to Ms.
Hinson.  Section 363(c)(2) of the Bankruptcy Code prohibits a
debtor from using cash collateral unless each entity that has an
interest in such cash collateral consents or the Court enters an
order authorizing use of cash collateral.  SPA does not consent to
the use of its cash collateral, and accordingly, the Debtor is
prohibited from using the cash collateral.

                    Debtor: Motion Is Premature

The Debtor in response says the Motion is premature inasmuch as
the cash collateral claimed by SPA is now in the possession of H.
NiCole Barry, Receiver, who has not surrendered any cash
collateral to the Debtor, and the Debtor has not yet filed a
motion for the use of cash collateral.

The Debtor does not dispute that the rents constitute cash
collateral, as stated by SPA, but otherwise, the emergency motion
is devoid of any authority that would prohibit the use of cash
collateral.

Hersh Inc., the Debtor's predecessor, acquired the Real Property
pursuant to a Sheriff's Sale on March 11, 2009.  The Receiver was
appointed on January 14, 2009.  Since her appointment, the
Receiver has been collecting the rents belonging to Hersh and now
the Debtor, pursuant to an Order in the Foreclosure Action.
However, the Receiver has not been applying those rents to
the condominium fees attributable to each of the Debtor's Units,
for which she collects rent.

The Debtor and its predecessor, Hersh, have legitimate concerns
regarding the management of the Debtor's Units by the Receiver.
Included among those concerns are payments by the Receiver for
repairs and improvements in an amount substantially in excess of
the fair market value of the repairs.  Upon information and
belief, the Receiver intends to pay for substantial repairs and
improvements over the next 4-6 weeks.  Moreover, the Receiver has
not been successful in leasing the Debtor's Units since her
appointment, with the vacancy level remaining at approximately
30%.

The Debtor has a substantial financial interest in its
reorganization.  The Debtor's predecessor and ultimate owner,
Hersh, is owed more than $700,000 for construction services
provided to the Real Property.  According to the Debtor, the
Chapter 11 was filed so that it could market and sell its Units in
an orderly manner, at their fair market value, thereby maximizing
the proceeds from sale.  The proceeds from sale will be used to
satisfy the lien held by SPA, to pay junior lien interests, real
property taxes, unsecured creditors and Hersh. The Debtor believes
there is sufficient equity in the Real Property to pay all lien
holders, not just SPA.

The Debtor has no objection to the Receiver remaining in
possession of the Real Property, including the rents claimed as
cash collateral by SPA, pursuant to an order of the Court, with
these provisions:

    i. That the Bankruptcy Court has jurisdiction over the Cash
       Collateral in the hands of the Receiver;

   ii. That the Receiver provide a weekly budget of proposed
       expenditures to the Debtor each Friday, for the following
       week;

  iii. That the Receiver pay the condominium fees of the Debtor's
       Units, for which she is collecting rent;

   iv. That the Receiver agree to meet with Roseanne Gorman, the
       Asset Manager for the Debtor, during normal business hours,
       no more than once a week to review the operations of the
       Real Property, collection of rent and payment of expenses;

    v. That the Receiver may not spend more than $3,000 for any
       one repair or improvement, without the written approval of
       the Debtor; and

   vi. That any such order allowing the Receiver to remain in
       possession of the Real Property and to use the Cash
       Collateral shall terminate 45 days from the date of the
       Order, unless an extension is agreed to by SPA and the
       Debtor.

                    Cash Collateral Use Allowed

According to a Pro Memo signed by Judge Arthur B. Briskman, the
State Receiver is permitted to pay insurance premiums, maintenance
employees, and small miscellaneous items not to exceed $1,300.

The Debtor is expected to file a disclosure statement and plan.  A
confirmation hearing will be held August 20, 2009.

                  About Studio Parc Redevelopment

Headquartered in Longwood, Florida, Studio Parc Redevelopment,
LLC, is a single-asset real estate company created by Hersh Inc.
Studio Parc owns certain real property known as the
Studioparc@Kirkman, consisting of 163 condominium units, common
areas and personalty at S. Kirkman Road, in Orlando, Florida.  The
condominium project was developed by F.F. Kirkman, LLC, which
filed for Chapter 11 in 2008 (Case No. 08-02303).  The case was
dismissed December 2008 following a settlement with parties.
Hersh Inc., a general contractor and owed $682,235 by Kirkman,
emerged the winning bidder for the property at a March 2009
auction.

The Company filed for Chapter 11 on May 29, 2009 (Bankr. M.D. Fla.
Case No. 09-07445).  Jules S. Cohen, Esq., and Stanley M. Salus,
Esq., at Akerman Senterfitt LLP, represent the Debtors.  In its
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.


STUDIO PARC: Hires Akerman Senterfitt as Bankruptcy Counsel
-----------------------------------------------------------
Studio Parc Redevelopment LLC obtained permission from the U.S.
Bankruptcy Court for the Middle District of Florida, Orlando
Division, to hire Akerman Senterfitt as bankruptcy counsel.

Akerman Senterfitt will, among other things, give the Debtor legal
advice with respect to its powers and duties as debtor-in-
possession, prepare on the Debtor's behalf necessary complaints
and other legal papers, and negotiate and prepare a disclosure
statement and reorganization plan for the Debtor.

The normal hourly rates for AS attorneys who will work on this
matter are: Attorneys - $220.00/$875.00 per hour and Legal
Assistants - $155.00-$230.00 per hour, depending on the skill and
experience level.

AS agreed to accept, and Hersh paid on behalf of the Debtor, an
initial prepetition retainer of $25,000, to represent the Debtor
in the bankruptcy proceedings.

AS previously represented Hersh, which created the Debtor, in a
foreclosure action commenced by creditor Studio Parc Acquisition,
LLC ("SPA").  AS's representation in the foreclosure action has
been terminated.  SPA is a single purpose entity created by
McKinley, Inc. to acquire the loan that is secured by the real and
personal property previously owned by F.F. Kirkman and now owned
by the Debtor.

The firm may be reached at:

     Akerman Senterfitt
     420 South Orange Avenue,
     12th Floor
     Orlando, FL 32801

                  About Studio Parc Redevelopment

Headquartered in Longwood, Florida, Studio Parc Redevelopment,
LLC, is a single-asset real estate company created by Hersh Inc.
Studio Parc owns certain real property known as the
Studioparc@Kirkman, consisting of 163 condominium units, common
areas and personalty at S. Kirkman Road, in Orlando, Florida.  The
condominium project was developed by F.F. Kirkman, LLC, which
filed for Chapter 11 in 2008 (Case No. 08-02303).  The case was
dismissed December 2008 following a settlement with parties.
Hersh Inc., a general contractor and owed  $682,235 by Kirkman,
emerged the winning bidder for the property at a March 2009
auction.

The Company filed for Chapter 11 on May 29, 2009 (Bankr. M.D. Fla.
Case No. 09-07445).  Jules S. Cohen, Esq., and Stanley M. Salus,
Esq., at Akerman Senterfitt LLP, represent the Debtors.  In its
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.


SUNBELT GRAIN: Court Finds No Basis for Equitable Subordination
---------------------------------------------------------------
WestLaw reports there was no evidence that the secured lender for
a Chapter 7 debtor, an operator of grain elevators, engaged in
fraud, breached its fiduciary duty, or controlled the debtor.
Thus, the lender's claim could not be equitably subordinated to
the unsecured claim of a feedyard operator that prepaid the debtor
for corn lots which the debtor did not deliver.  In re Sunbelt
Grain WKS, LLC, --- B.R. ----, 2009 WL 1708814 (Bankr. D. Kan.).

Creditors filed an involuntary Chapter 7 petition (Bankr. D. Kan.
Case No. 08-10204) against Sunbelt Grain WKS, LLC, on February 4,
2008.  Security State Bank was one of the petitioning creditors.
Steven Speth was appointed Chapter 7 trustee.  After the order for
relief was entered on March 5, 2008, the trustee sought and
obtained court approval to sell Sunbelt's grain inventory.  The
sale occurred on April 10, 2008.  Thereafter, the Court approved
the trustee's disbursement of a portion of the sale proceeds to
various open storage holders.  Security State Bank and Whitham
Farms Feedyard, L.P., asserted competing claims to the remainder
of the corn sale proceeds held by the trustee, approximately
$3.3 million.  The trustee, in turn, commenced an adversary
proceeding (Bankr. D. Kan. Adv. Pro. No. 08-5112) on May 29, 2008,
to determine these parties' interests in the sale proceeds.
Ruling on Security State Bank's summary judgment motion, the
Honorable Robert E. Nugent held that (1) association trade rules
governed contracts between Whitham and the debtor for sale of lots
of corn; (2) Whitham did not have an ownership interest in
undelivered corn for which it had prepaid, absent evidence that
the debtor had sufficient corn on hand to fulfill the buyer's
contract when the prepayment was made; (3) the lender's security
interest attached to the corn that the debtor did not own when it
contracted with the buyer or when the buyer prepaid the debtor for
the corn; and (4) there was no evidence supporting equitable
subordination of the lender's claim.


SUPERIOR OFFSHORE: Ex-CEO Schaefer Seeks Court OK to Sue AIG
------------------------------------------------------------
Superior Offshore International Inc. founder and ex-CEO Louis
Schaefer asked a bankruptcy judge for permission to sue American
International Group Inc. on behalf of the undersea construction
company for allegedly reneging on an $80 million loan agreement,
Law360 reports.

Mr. Schaefer owns nearly half of the Debtor's stock through his
company Schaefer Holdings, the report notes.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represented the Committee as counsel.


TARON DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Taron Development, LLC
        1625 Candler Road
        Gainesville, GA 30507

Bankruptcy Case No.: 09-22724

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Marilyn S. Bright, Esq.
                  Suite 702, 41 Marietta Street
                  Atlanta, GA 30303
                  Tel: (404) 523-3776

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

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

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

The petition was signed by Jerry Gross, president and CEO of the
Company.


TEYAB INVESTMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Teyab Investment Grp LLC
        9543 Bissonnet St Suite 303
        Houston, TX 77036

Bankruptcy Case No.: 09-34788

Chapter 11 Petition Date: July 6, 2009

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

Judge: Letitia Z. Paul

Debtor's Counsel: David L. Venable, Esq.
                  Attorney at Law
                  12200 NW Fwy, Ste 316
                  Houston, TX 77092
                  Tel: (713) 956-1400
                  Fax: (713) 956-1404
                  Email: david@dlvenable.com

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

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

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

The petition was signed by Oladokun Abass, president of the
Company.


TIMOTHY STEEDLEY: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Timothy E. Steedley
           dba Steedley Properties & Investments
           dba Tim's Lawn Care
        1506 Dean Drive
        Waycross, GA 31501

Bankruptcy Case No.: 09-50654

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Waycross)

Debtor's Counsel: Kenneth E. Futch, Esq.
                  The Futch Law Firm
                  110 Screven Avenue
                  Waycross, GA 31501
                  Tel: (912) 490-3911
                  Fax: (912) 490-6323
                  Email: mfutch@keflaw.com

Total Assets: $1,358,454

Total Debts: $1,263,548

A full-text copy of Mr. Steedley's petition, including a list of
his 12 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/gasb09-50654.pdf

The petition was signed by Mr. Steedley.


THURSTON HIGHLAND: Employs Ryan Swanson as Bankruptcy Counsel
-------------------------------------------------------------
Thurston Highland Associates, LLC, seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington, at
Tacoma, to hire Ryan, Swanson & Cleveland, PLLC, as bankruptcy
counsel.

Effective as of June 4, RSC serves as general counsel to represent
the Debtor in any and all legal matters that may arise during the
administration of its bankruptcy case.

The firm may be reached at:

     Ryan, Swanson & Cleveland, PLLC
     1201 Third Avenue, Suite 3400
     Seattle, WA 98101-3034
     Telephone: 206-464-4224
     Fax: 206-583-0359

Lacey, Washington-based Thurston Highland Associates LLC filed for
Chapter 11 on June 4, 2009 (Bankr. W. D. Wash. Case No. 09-44002).
Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC represents
the Debtor in its restructuring efforts.  The Debtor listed
$50 million to $100 million in assets and $10 million to
$50 million in debts.


TOYS R US: Unit to Issue $950MM of Sr. Unsec. Notes Due 2017
------------------------------------------------------------
Toys "R" Us, Inc., reported last week the pricing of
$950 million aggregate principal amount of senior unsecured notes
due 2017 to be issued by TRU 2005 RE Holding Co. I, LLC, which
will be renamed Toys "R" Us Property Company I, LLC, one of its
wholly owned subsidiaries.

The notes will have an interest rate of 10.750% per annum and are
being issued at a price equal to 97.399% of their face amount at
maturity.  TRU 2005 RE Holding Co. I as Issuer estimates that the
gross proceeds from the offering will be roughly $925 million.
The Issuer intends to use the cash proceeds from the offering of
the notes, together with the proceeds from the transfer of certain
properties to its affiliate Toys "R" Us - Delaware, Inc., cash
contributions from Toys "R" Us, Inc., and cash on hand to repay
the Issuer's existing $1.3 billion senior unsecured credit
agreement. The notes are solely the obligation of the Issuer and
are not guaranteed by Toys "R" Us, Inc. or Toys "R" Us - Delaware,
Inc.

The notes were offered only to qualified institutional buyers in
reliance on the exemption from registration set forth in Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States to non-U.S. persons in reliance on the exemption
from registration set forth in Regulation S under the Securities
Act.  The notes have not been registered under the Securities Act,
or the securities laws of any state or other jurisdiction, and may
not be offered or sold in the United States without registration
or an applicable exemption from the Securities Act.

MAP Real Estate, LLC; Wayne Real Estate Company, LLC; TRU 2005 RE
I, LLC; and TRU 2005 RE II Trust serve as guarantors.

The closing of the sale of the Notes is expected to occur on or
about July 9, 2009.

On June 24, 2009, Toys-Delaware and certain of its subsidiaries
entered into an Amended and Restated Credit Agreement among Toys-
Delaware, as lead borrower, Toys "R" Us (Canada) Ltd. Toys "R" Us
(Canada) Ltee, as Canadian borrower, certain other subsidiaries of
Toys-Delaware, as facility guarantors, Bank of America, N.A., as
Administrative Agent, Canadian Agent and Co-Collateral Agent,
Wells Fargo Retail Finance, LLC, as Co-Collateral Agent, and the
other lenders.

The Amended Agreement extends the maturity date of a portion of
Toys-Delaware's existing asset-based revolving credit facility to
May 21, 2012.  The existing credit agreement, which was set to
expire on July 21, 2010, provided up to $2.0 billion of borrowing
capacity, subject to a borrowing base.

The Amended Agreement provides for a bifurcation of the existing
facility into a $1.526 billion tranche maturing on
May 21, 2012, and bearing an interest rate of LIBOR plus a margin
of 3.75%, 4.00% or 4.25% depending on availability -- Extended
Tranche -- and a $516.5 million tranche maturing
July 21, 2010, and continuing to bear an interest rate of LIBOR
plus a margin of between 1.00% and 2.00% depending on availability
-- Existing Tranche.

The Amended Agreement also provides for a "LIBOR floor" of 1.50%
applicable to any borrowings under the Extended Tranche that are
subject to pricing based on adjusted LIBOR.

The Amended Agreement also revises certain other terms of the
existing facility to reflect current market conditions and, except
as noted above with respect to maturity and pricing, most of such
amended terms apply to both the Existing Tranche and the Extended
Tranche.  The requirement under the Existing Agreement for Toys-
Delaware to maintain a minimum excess availability of $125 million
is amended under the Amended Agreement to require "capped"
availability at all times (except during the holiday period) of no
less than the greater of (x) $125 million and (y) 12.5% of the
"line cap" (which is the lesser of the total commitments at any
time and the aggregate combined borrowing base).

During the "holiday period", which runs from October 15 to
December 15 each year starting in 2010, Toys-Delaware must
maintain "capped" availability of no less than $100 million and
"uncapped" availability of no less than 15% of the aggregate
combined borrowing base, unless Toys-Delaware has otherwise
elected for the non-holiday thresholds to apply for such holiday
period.

Other changes to the Existing Credit Agreement effected by the
Amended Agreement include: (i) termination of the tranche A-1
"first in last out" facility; (ii) amending the accordion feature
(which currently allows Toys-Delaware to use existing collateral
to obtain up to $500 million of additional capacity) so that
following July 21, 2010 the accordion size becomes equal to the
difference between the total commitments (if less than $2 billion)
and $2 billion; (iii) increasing the availability requirements
with respect to cash dominion and certain covenants such as
reporting and examinations/appraisals; and (iv) making the pro
forma availability condition applicable for Toys-Delaware to make
use of certain debt and investment baskets.

Similar to the Existing Agreement, the Amended Agreement (i)
permits borrowings by the Canadian borrower up to a sublimit of
$200 million, (ii) has a $400 million letter of credit sublimit,
(iii) is secured by a first lien on substantially all assets
(including inventory and receivables), (iv) determines
availability pursuant to a borrowing base formula and (v) provides
that if an event of default shall occur and be continuing, the
commitments may be terminated and any principal amount
outstanding, together with all accrued unpaid interest and other
amounts owed, may be declared immediately due and payable.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

At May 2, 2009, the Company had $8,303,000,000 in total assets;
$2,144,000,000 in current liabilities, $5,646,000,000 in long-term
debt, $72,000,000 in deferred taxes, $265,000,000 in deferred
rent, and $367,000,000 of Other non-current liabilities;
$297,000,000 in Toys "R" Us, Inc. stockholders' deficit, and
$106,000,000 in Noncontrolling interest; and Total stockholders'
deficit of $191,000,000.


UNISYS CORP: S&P Raises Rating on $400 Mil. Senior Notes to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating on
Blue Bell, Pennsylvania-based Unisys Corp.'s $400 million senior
notes due 2012 to 'B' from 'CC', and removed it from CreditWatch,
where it was placed with developing implications on April 30,
2009.  In addition, S&P affirmed the 'B' rating on the company's
$300 million senior notes due March 2010.  This rating is not on
CreditWatch.  Due to the value and composition of the offers for
the 2010 and 2012 notes, S&P does not view these exchanges as
distressed.

S&P also revised the CreditWatch on the 'CC' corporate credit
rating and the 'CC' rating on the $150 million notes due 2015 and
$210 million notes due 2016 to Negative from Developing.  The
CreditWatch revision reflects S&P's view that, given the tender
agreement with 2015 and 2016 noteholders, the exchange would
include transactions S&P would characterize as distressed.

"S&P's rating actions follow the company's revised offers for all
outstanding notes," said Standard & Poor's credit analyst Martha
Toll-Reed.  It is a condition to the completion of the exchange
offer that notes representing at least 40% of each of the 2010 and
2012 notes have been validly tendered, although the company
retains the option to proceed if less than 40% of the notes are
validly tendered.

"If the transaction is consummated," added Ms. Toll-Reed, "we
would lower the rating on the 2015 and 2016 notes to 'D' and the
corporate credit rating to 'SD' (for selective default)."  Pending
an expeditious review of the post-exchange capital structure, it
is S&P's preliminary expectation that S&P would raise the
corporate credit rating and all affected issue ratings to 'B'.
S&P believes the exchange sufficiently addresses the near-term
maturity of the 2010 notes, and that even with the absence of a
revolving credit facility, Unisys would maintain adequate
liquidity.


UNITED ARTISTS: Court Reviews Notice to Class Action Plaintiffs
---------------------------------------------------------------
WestLaw reports that material issues of fact existed as to
whether, consistent with due process, a Chapter 11 debtor provided
notice of its bankruptcy case to the then-putative class members
in a prepetition state-court class action brought against the
debtor pursuant to the Telephone Consumer Protection Act.  These
factual issues precluded a partial summary judgment for a class
member on this question in its action to have the discharge order
entered in the debtor's favor declared null and void as to the
pursuit and collection of the state-court judgment against the
debtor.  In re United Artists Theatre Co., --- B.R. ----, 2009 WL
1748495 (Bankr. D. Del.).

On November 18, 1999, ESI Ergonomic Solutions, L.L.C., filed a
complaint against United Artists and American Blast Fax, Inc., in
Maricopa County Superior Court of the state of Arizona (Case No.
CV99-20649) claiming that United Artists and American Blast
violated the Telephone Consumer Protection Act, 47 U.S.C. Sec.
227.  The TCPA bars sending a junk fax advertisement without
obtaining prior express invitation or permission of the recipient,
and provides for statutory damages of $500 per junk fax violation.
ESI alleged that, in September 1999, United Artists and American
Blast sent 90,000 movie-ticket advertisements to fax machines in
the metro-Phoenix area without receiving express permission or
invitation.  The complaint was filed as a putative class action
wherein ESI sought to represent the class of those individuals and
entities who received the junk fax advertisement.

On September 5, 2000, United Artists Theatre Co., along with
numerous related entities, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
00-03514).  On November 7, 2000, ESI filed a class proof of claim
in the chapter case.  That proof of claim acknowledges that the
claim is a prepetition unsecured non-priority claim against United
Artists.  United Artists obtained confirmation of its chapter 11
Plan of Reorganization on January 22, 2001, and emerged from
chapter 11 on March 2, 2001, under the terms of that confirmed
plan.

On November 7, 2003, the Maricopa County Superior Court entered
summary judgment in favor of the class for at least 57,600 TCPA
violations, resulting in an aggregate statutory damage award
against United Artists and American Blast of $28.8 million plus
pre-and-post-judgment interest at the rate of ten percent per
annum.  United Artists filed motions to decertify the class and to
vacate or reconsider the grant of partial summary judgment.  The
Arizona state court denied both motions.

On March 13, 2008, Hacienda Heating & Cooling, Inc., which was
member of class certified in a state-court class action brought
prepetition against United Artists, filed another class action
complaint against United Artists in the U.S. District Court for
the District of Arizona, seeking to have the discharge granted to
the debtor declared null and void in pursuit and collection of the
$28.8 million award entered in the state-court action on the
grounds that notice of the debtor's bankruptcy case was not sent
to then-putative class members and, if notice was sent, that the
notice was inadequate.  Following transfer of venue (Bankr. D.
Del. Adv. Pro. No. 09-50896), Hacienda moved for partial summary
judgment, and United Artists moved for a continuance.  The
Honorable Peter J. Walsh, held that (1) factual issues precluded
summary judgment for claimant on issue of whether notice of
bankruptcy case was sent to class members, and (2) factual issues
precluded summary judgment for claimant on issue of adequacy of
notice of bankruptcy case sent to class members.


UTSTARCOM INC: Settles Merger Dispute with PCD Holdings
-------------------------------------------------------
UTStarcom, Inc., on June 30, 2009, entered into a Settlement
Agreement & Release with Personal Communications Devices Holdings,
LLC, and Personal Communications Devices, LLC, a wholly owned
subsidiary of PCD Holdings LLC, relating to the merger agreement
among the Company, UTStarcom Personal Communications LLC, a wholly
owned subsidiary of the Company, PCD Holdings LLC and PCD LLC
dated as of June 30, 2008 and the supplier agreement between the
Company and PCD LLC dated
July 1, 2008.

Under the Settlement Agreement, PCD Holding LLC and PCD LLC have
agreed to release certain potential claims or actions against the
Company and the Company has agreed to release certain potential
claims or actions against PCD LLC and PCD Holdings LLC arising
under the Merger Agreement and the Supplier Agreement.

In consideration of the release and settlement in the Settlement
Agreement, the Company has agreed to pay the lesser of (i)
approximately $11.1 million and (ii) the amount of certain PCD LLC
customers' warranty claims arising from the products specified in
the Settlement Agreement in two equal installments on or before
July 15, 2009 and August 15, 2009, to satisfy potential
liabilities arising from warranty claims by such customers.

PCD LLC has agreed to pay to the Company approximately
$10.4 million in payments that were withheld by PCD LLC under the
Supplier Agreement which amount takes into account a separate
agreement contained in the Settlement Agreement for the Company to
accept return of certain products to the Company, which offset the
gross amount of withheld payments (approximately $11.7 million).

PCD LLC also has agreed to sell the Company's remaining inventory
of products specified in the Settlement Agreement to carriers as
long as certain conditions specified in the Settlement Agreement
are met.

In addition, the Company has waived its right under the Merger
Agreement to receive any additional consideration payable as part
of an earn-out provision in the Merger Agreement and to purchase
any additional equity interests in PCD Holdings LLC.  Also, under
the Settlement Agreement, PCD Holdings LLC or its designee will
have an option to repurchase the Company's current equity position
in PCD Holdings LLC within 90 days of the date of the Settlement
Agreement at its original investment cost of $1.6 million.  The
Company, PCD Holdings LLC and PCD LLC also agreed to instruct the
escrow agent holding
$10 million pursuant to the Merger Agreement to release such funds
to the Company.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  The company was
founded in 1991 and is headquartered in Alameda, California.

                        Going Concern Doubt

PricewaterhouseCoopers LLP in San Jose, California, in its
March 2, 2009, report said UTStarcom, Inc.'s recurring losses and
expected negative cash flows from operations raise substantial
doubt about the Company's ability to continue as a going concern.

The Company incurred net losses of $150.3 million,
$195.6 million and $117.3 million during the years ended December
31, 2008, 2007, and 2006, respectively.  During the three months
ended March 31, 2009, the Company recorded a net loss of $67.4
million.  The Company recorded operating losses in 16 of the 17
consecutive quarters in the period ended March 31, 2009.  At March
31, 2009, the Company had an accumulated deficit of $908.9
million.  The Company incurred net cash outflows from operations
of $55.2 million and $225.1 million in 2008 and 2007 respectively.
Cash used in operations was $12.0 million during the three months
ended March 31, 2009.  At March 31, 2009, the Company had cash and
cash equivalents of $299.6 million in the aggregate to meet the
Company's liquidity requirements of which $192.8 million was held
by its subsidiaries in China.  China imposes currency exchange
controls on transfers of funds from China.  Going forward, the
amount of cash available for transfer from the China subsidiaries
for use by the Company's non-China subsidiaries is limited both by
the liquidity needs of the subsidiaries in China and by Chinese-
government mandated limitations including currency exchange
controls on transfers of funds outside of China.  Management
expects the Company to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed sources for borrowings are its credit
facilities in China. Each borrowing under these facilities is
subject to the banks' then current favorable opinion of the credit
worthiness of the Company's China subsidiaries, the banks having
funds available for lending, and other Chinese banking regulations
and practices.  As a result, management cannot be certain that
borrowings under these facilities will be adequate, if available
at all, to meet the Company's liquidity requirements.  In
addition, these credit facilities expire in the second half of
2009.  Upon expiration of these facilities, management is not
certain that new credit facilities will be available on
commercially reasonable terms or at all.  Even if these facilities
are renewed upon expiration, based on the Company's recent
financial performance, the total available credit may be reduced.
Accordingly, management is not certain that borrowings under the
Company's credit facilities in China will be adequate to meet the
Company's financing requirements.

Management believes that if the Company is able to achieve
projected sales levels in 2009 and contain expenses and cash used
in operations to levels contemplated in the Company's 2009
financial plan, both the Company's China and non-China operations
will have sufficient liquidity to finance working capital and
capital expenditure needs during the next 12 months.  If the
Company is not able to execute its 2009 financial plan
successfully, the Company may need to obtain funds from equity or
debt financings.

As of March 31, 2009, the Company had $1,173,619,000 in total
assets and $769,390,000 in total liabilities.


VAQUERO DE LOS ROBLES: Hires Beall & Burkhardt as Counsel
---------------------------------------------------------
Vaquero de Los Robles, LLC, obtained permission from the U.S.
Bankruptcy Court for the Central District of California to hire
Beall & Burkhardt as counsel.

Beall & Burkhardt will, among other things, (i) advise the Debtor
concerning its rights, duties and obligations as debtor-in-
possession, (ii) represent the Debtor in all hearings and meetings
before the Bankruptcy Court, and (iii) prepare and prosecute a
disclosure statement and plan of reorganization.

The firm's William C. Beall will charge the Debtor $395 per hour
while Eric w. Burkhardt will charge $375 per hour.

Beall & Burkhardt does not represent any interest adverse to this
estate.

The firm may be reached at:

     William C. Beall, Esq.
     Eric W. Burkhardt
     Beall & Burkhardt
     1114 State Street
     La Arcarda Building, suite 200
     Santa Barbara, California, 93101
     Tel: (805) 966-6774
     Fax: (805) 963-5988

Vaquero de Los Robles, LLC, filed for Chapter 11 on May 28, 2009
(Bankr. C.D. Calif. Case No.: 09-12004).  The petition says the
Company has assets and debts of $10 million to $50 million.


VELOCITY EXPRESS: Burdale Capital Issues Default Notice
-------------------------------------------------------
Velocity Express Corporation received a copy of a letter dated
June 29, 2009, addressed to Wilmington Trust Company, as trustee,
for the holders of the Company's Senior Secured Notes.  The letter
was from Burdale Capital Finance, the Company's senior secured
lender pursuant to a Loan and Security Agreement for a revolving
line of credit dated as of March 13, 2009.

The letter was a Senior Default Notice/Payment Blockage Notice.
Burdale notified the Trustee that certain Senior Covenant Defaults
existed under its Loan Agreement with the Company, including
defaults with respect to delivery of financial statements and with
respect to minimum liquidity.  The Notice also indicated that the
Company was projecting defaults in its maximum fixed charge
coverage ratio, including defaults which would be caused by the
Company making the June 30, 2009 interest payment due to the
Noteholders.  Burdale provided notice that pursuant to the terms
of the Intercreditor Agreement between itself and the Trustee, the
Company was not authorized to make, and the Trustee was not
authorized to retain, a payment with respect to the Notes,
including without limitation, the interest payment due June 30,
2009.  Such payment blockage was stated to be in effect until the
earliest to occur of (a) the waiver of all existing defaults, (b)
the repayment of the senior indebtedness to Burdale in full, or
(c) the passage of 180 days from the date of the Notice.

On July 2, 2009, the Company received a letter from Burdale in
which Burdale gave the Company notice of defaults relating to its
minimum fixed charge coverage ratio, minimum liquidity, delivery
of timely financial information, and failure to make the June 30,
2009 interest payment due to the holders of the Senior Notes.
Burdale stated that it is not currently exercising any of the
rights and remedies available to it under the Loan Agreement by
reason of such defaults, but that it and reserved all of its
rights to take action with respect to such defaults in the future.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
Company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.


VILLAGE GALLERY: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Village Gallery, Inc.
        22651 Lambert Street, Suite 103
        Lake Forest, CA 92630

Bankruptcy Case No.: 09-16742

Chapter 11 Petition Date: July 6, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Michael B. Reynolds, Esq.
                  Snell & Wilmer LLP
                  600 Anton Blvd, Ste 1400
                  Costa Mesa, CA 92626
                  Tel: (714) 427-7000
                  Email: mreynolds@swlaw.com

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

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

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

          http://bankrupt.com/misc/cacb09-16742.pdf

The petition was signed by Martin Brown, president of the Company.


VILLAGE OF WASHINGTON: Ch. 9 Case Summary & 20 Unsec. Creditors
---------------------------------------------------------------
Debtor: Village of Washington Park
        5218 N. Park Drive
        Washington Park, IL 62204

Bankruptcy Case No.: 09-31744

Type of Business: The Debtor is a village in Saint Claire
                  County, in the Saint Louis metro area in
                  Illinois

Chapter 9 Petition Date: July 6, 2009

Court: Southern District of Illinois (East St Louis)

Debtor's Counsel: Donald M. Samson, Esq.
                  dnldsamson@yahoo.com
                  226 W. Main St., Suite 102
                  Belleville, IL 62220
                  Tel: (618) 235-2226

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
IL Dept. of Employment Security                  $448,793
BK Unit
33 S. State St.
Chicago, IL 60603

Chico Matt                                       $300,000

Police Pension Fund                              $174,363

Hinshaw & Culbertson                             $91,040

Fish, Inc.                                       $80,000

St. Clair County Auditor                         $73,821

Fraternal Order of Police                        $55,000

Aetna Insurance                                  $53,449

FOP Lay Off Arbitration Award                    $50,000

United Health Care                               $40,000

Waste Management                                 $31,024

Wright Express                                   $28,869

Scottsdale Insurance Company                     $27,260

Illinois Municipal Retirement Fund               $26,346

Gundlach, Lee, Eggmann, Boyle                    $25,000

Calvin Hammonds, Jr.                             $24,796

Clay St. Clair                                   $24,796

Internal Revenue Service                         $24,509

Eric Evans                                       $16,000

Steck-Cooper & Co.                               $12,104

The petition was signed by John Thornton, mayor.


VIN VENTURES: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: VIN Ventures, LLC
        5519 Kiam St
        Houston, TX 77007-1116

Bankruptcy Case No.: 09-34755

Chapter 11 Petition Date: July 6, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: J Craig Cowgill, Esq.
                  Attorney at Law
                  8100 Washington, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  Email: jccowgill@cowgillholmes.com

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

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

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

          http://bankrupt.com/misc/txsb09-34755.pdf

The petition was signed by Vincent Lynn, president of the Company.


VISTEON CORP: Transfer of Stock Restricted to Protect NOLs
----------------------------------------------------------
Judge Christopher Sonchi has granted the request for uniform
procedures to govern the transfer of common stock of Visteon
Corporation, on a final basis.  No objection was filed to the
proposal.

The Debtors subsequently presented to the Court a notice of
Notification Procedures Applicable to Substantial Holders of
Common Stock and Notification and Hearing Procedures for Trading
in Common Stock.  A full-text copy of the Notice is available for
free at http://bankrupt.com/misc/Visteon_StockTransferNotice.pdf

The Debtors note that failure to follow the Common Stock Transfer
Procedures will constitute a violation of the automatic stay
provisions under Section 362 of the Bankruptcy Code.

Laura Davis Jones, Es., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said that the Debtors have $2.5 billion in
net operating losses, $231 million in capital losses, $400 million
in built-in losses, and $700 million in tax credits.  Pursuant to
Sections 39(a), 59(e), 172(b), and 904(c) of the Internal Revenue
Code of 1986, the Debtors note that they are able to carry back
and then forward the Tax Attributes to offset future taxable
income and tax liability, thereby resulting in a cash refund of
recent tax paid and improved liquidity in the future.

However, to the extent trading or transfers of Common Stock
results in an "ownership change" within the meaning of Section
382 of the IRC, that trading or transfers could severely limit or
even eliminate the Debtors' ability to use their Tax Attributes
and lead to significant negative consequences for the Debtors,
their estates, and the overall reorganization process, Ms. Jones
points out.  An ownership change, for purposes of Section 382,
occurs when the percentage, by value, of stock of a corporation
owned by more than 5% shareholders has increased by more than 50
percentage points over the lowest percentage of stock owned by
that shareholder at any time during a three-year period.  If an
"ownership" were to occur during the course of the Chapter 11
cases, Section 382 would limit the amount of taxable income that
the Debtors could offset by their "pre-change losses" in taxable
years to an annual amount equal to the value of the corporation
prior to the "ownership change" multiplied by the long-term tax
exempt rate.

According to Ms. Jones, by establishing procedures for
continuously monitoring the trading of Common Stock, the Debtors
can preserve their ability to seek substantive relief at the
appropriate time, particularly if it appears that additional
trading may jeopardize the use of their Tax Attributes.

Accordingly, at the Debtors' behest, the Court establishes these
uniform procedures for trading of the Debtors' Common Stock:

  (1) Any entity that currently is or becomes a Substantial
      Shareholder must file with the Court, and serve on the
      counsel to the Debtors, a declaration of that status
      before the later of (i) 40 days after the date of the
      Notice of Order or (ii) 10 days after becoming a
      Substantial Shareholder.

  (2) Prior to effectuating any transfer of Common Stock that
      would result in an (i) increase or (ii) decrease in the
      amount of Common Stock of which a Substantial Shareholder
      has Beneficial Ownership or would result in an entity (i)
      becoming a Substantial Shareholder or (ii) ceasing to be a
      Substantial Shareholder, that Substantial Shareholder must
      file with the Court and serve on the counsel to the
      Debtors an advance written declaration of the intended
      transfer of Common Stock.

  (3) The Debtors will have 20 calendar days after receipt of a
      Declaration of Proposed Transfer to file with the Court
      and serve on that Substantial Shareholder an objection to
      any proposed Common Stock transfer on the grounds that the
      transfer might adversely affect the Debtors' ability to
      utilize their Tax Attributes.  If the Debtors file an
      objection, that transaction would not be effective unless
      the objection is withdrawn by the Debtors or that
      transaction is approved by a final order of the Court that
      becomes non-appealable.  If the Debtors do not object
      within that 20-day period, that transaction could proceed
      solely as set forth in the Declaration of Proposed
      Transfer.

A "Substantial Shareholder" refers is any entity that has
Beneficial Ownership of at least 6,400,000 shares of the Debtors'
Common Stock.  "Beneficial Ownership" of Common Stock includes
direct and indirect ownership, ownership by the holder's family
members and entities acting in concert with that holder to make a
coordinated acquisition of stock and ownership of shares that the
holder has an option to acquire.  An "Option" to acquire stock
includes any contingent purchase, warrant, convertible debt, put,
stock subject to risk of forfeiture, contract to acquire stock or
similar interest, regardless of whether it is contingent or
otherwise not currently exercisable.

                       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)


WATERWORKS INC: Design Investors Declared Winning Bidder
--------------------------------------------------------
An investor group led by Design Investors LLC has won the bid to
acquire national luxury furnishings brand Waterworks Inc.  The
final sale hearing, at which time the court should approve the
transaction and the final closing takes effect, will take place in
several weeks.

The announcement, which follows a successful two-month
reorganization of the Waterworks business after the former company
filing of a voluntary petition under Chapter 11 of the Bankruptcy
Code -- coincident with the bid by Design Investors and their
related round of financing and purchase of Waterworks' debt --
means that the Waterworks business will continue as a new entity,
outside of bankruptcy, once the sale is final.

The move is led by Design Investors' Founder and Partner Peter
Sallick, and Partner Meg Touborg.  Mr. Sallick also served for 13
years as Waterworks CEO, while Ms. Touborg formerly served as
Waterworks Chief Brand Officer -- both through 2006.  Mr.
Sallick's parents, Barbara and Robert, founded Waterworks in 1978.
The family sold Waterworks in 2005.  Leading brands in the design
marketplace, Twill Textiles and Rose Tarlow Melrose House, form
the balance of the Design Investors portfolio.

Once the sale is final, Mr. Sallick will take on management
responsibilities at Waterworks, and Ms. Touborg assumes her role
as board member and advisor.

"Waterworks is among the most unique and special brands; it has a
very bright future ahead of it," remarks Peter Sallick, Founder
and Partner, Design Investors.  "The strength of the Waterworks
brand -- its reputation and relationships, its everlasting
commitment to top-quality product design, and the talent of the
many people who helped see it through this recent transition
period -- is enhanced only by the potency of the organization as a
streamlined new entity."

The successful and swift acquisition by Design Investors reflects
the soundness of Waterworks' performance throughout the transition
-- and the strength of the resultant new entity and its long-term
business proposition.  Over the two-month period, Waterworks used
the reorganization to sharpen its focus on its main tenets:
flagship showrooms, great products, and exceptional customer
service.  The restructuring entailed closing Waterworks showrooms
in secondary locations -- enabling a concentration of resources in
larger markets, in the commercial market, and in product
development -- and included the retention of key sales consultants
to act as outside representatives, creating a new channel of
distribution and furthering a planned expansion of sales to third-
party partners.

The result is a powerful new model for Waterworks focused on: core
clients in the true flagship areas; future expansion into a
broader geography by way of enhanced distribution; and increased
product development and innovation.

All Waterworks business operations -- including honoring all new
and existing client orders -- functioned without interruption
throughout the reorganization.  At the same time, aggregate
financing and equity provided by Design Investors of approximately
$15 million, to fund operating expenses and meet supplier,
customer, and employee commitments, will ensure a healthy balance-
sheet for the new Waterworks, and its ability to move forward and
expand.

Waterworks has a presence in key markets across North America
through showrooms, wholesale, commercial, and direct-to-consumer
channels.

                      About Design Investors

Design Investors LLC -- http://www.designinvestors.com/-- was
established with a singular objective: to support the growth and
profitability of the design industry's most promising product,
business service, and media companies.  The firm partners with
founders and management teams of portfolio companies to infuse
creativity with capital, and reinforce business plans with an
extensive resource network and many years of relevant management
experience.  Design Investors works side-by-side with companies to
maximize value through building market leadership positions.

                       About Waterworks, Inc.

Headquartered in Danbury, Connecticut, Waterworks, Inc., fka PDS
Associates, Inc. -- http://www.waterworks.com/-- sells bathroom
accessories.

The Company and its affiliates filed for Chapter 11 on May 3, 2009
(Bankr. D. Conn. Lead Case No. 09-50870).  James Berman, Esq., and
Jed Horwitt, Esq., at Zeisler and Zeisler represent the Debtors in
their restructuring efforts.  The Debtors listed $10 million to
$50 million in both assets and debts.


WCI COMMUNITIES: Files Committee-Backed Amended Chapter 11 Plan
---------------------------------------------------------------
WCI Communities Inc. and its official committee of unsecured
creditors filed a first amended joint Chapter 11 plan of
reorganization and related disclosure statement with the U.S.
Bankruptcy Court, according to BankruptcyData.com.

The report relates that the Plan is build around the following
elements:

  -- New WCI Senior Term Notes, which shall be in the aggregate
     principal amount of $310 million minus the initial
     principal amount of the Exit Facility, and which shall be
     secured by a first priority lien on and security interest
     in substantially all of the assets of New WCI and its
     subsidiaries.

  -- New WCI Senior Subordinated PIK Notes, which shall be in
     the aggregate principal amount of $216 million, and which
     shall be secured by a priority lien on and security
     interest in, substantially all of the assets of New WCI
     and its subsidiaries.

  -- New WCI Preferred Stock, which shall permit the holder to
     receive additional New WCI Common Stock upon the
     occurrence of certain events The Claims of the Term
     Lenders and the Revolver Lenders shall be Allowed in the
     approximate aggregate amount of $770 million.

  -- In full satisfaction of such Claims, the Term Lenders and
     the Revolver Lenders shall receive 100% of the New WCI
     Senior Term Notes and New WCI Senior Subordinated PIK
     Notes, and 95% of the New WCI Common Stock.

  -- In full satisfaction of Allowed Unsecured Claims, each
     holder of an Allowed Unsecured Claim shall receive a pro
     rata share of the uncertificated, non-transferable
     beneficial interests in the Creditor Trust.

A full-text copy of the Debtor and the Committee's amended plan is
available for free at:

               http://ResearchArchives.com/t/s?3eb9

A full-text copy of the Debtor and the Committee's disclosure
statement is available for free at:

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

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 2, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management LLC and WCI 2009 Asset
Holding LLC filed separate Chapter 11 petitions (Case No. from 09-
12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel. Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When theDebtors filed for
protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WESTMORELAND COAL: Board Okays Amendments to Incentive Plans
------------------------------------------------------------
The Compensation and Benefits Committee of the Board of Directors
of Westmoreland Coal Company adopted amendments to the form of
restricted stock agreements for employees for awards under the
Company's 2007 Equity Incentive Plan for Employees and Non-
Employee Directors and approved a new form of agreement for
granting restricted stock units under the 2007 Plan.

The amendments to the restricted stock agreement include minor
form changes as well as a change to the definition of retirement
for purposes of vesting to define retirement as the recipient
having both (1) attained the age of 62 and (2) completed at least
20 years of employment with the Company.  These amendments will
apply to restricted stock awards granted to employees on a going-
forward basis.

The Compensation and Benefits Committee approved a form of
restricted stock unit award for employees for purposes of granting
restricted stock unit awards out of the 2007 Plan for purposes of
long-term incentive compensation of officers and employees of the
Company.  Restricted stock unit awards, each of which represents a
share of the Company's common stock, are subject to vesting. At
the time of award, the Compensation and Benefits Committee will
determine the vesting schedule and any other conditions to receipt
of the shares underlying the restricted stock unit.

                   Restricted Stock Unit Awards

On June 17, 2009, the Compensation and Benefits Committee granted
long-term incentive RSU awards pursuant to the Company's 2007 Plan
to a number of Company employees, including executive officers.
The number of RSUs that each of the Company's named executive
officers is eligible to receive as of July 1, 2009.

     Name                          Stock Unit Awards
     ----                          -----------------
     Keith Alessi                       30,000
     Kevin Paprzycki                     5,600
     John O'Laughlin                     8,400
     Todd Myers                          5,600
     Morris W. Kegley                    5,600

The RSUs vest in accordance with this schedule: one-third of the
total number of RSUs shall vest on the first anniversary of the
Grant Date and one-third of the total number of RSUs shall vest at
the end of each successive twelve-month period following the first
anniversary of the Grant Date, through and including the third
anniversary of the Grant Date.

                       About Westmoreland Coal

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is the
oldest independent coal company in the United States and an owner
of highly clean and efficient independent power projects.  The
Company's coal operations include coal mining in the Powder River
Basin in Montana and lignite mining operations in Montana, North
Dakota, and Texas.  Its current power operations include ownership
and operation of the two-unit ROVA coal-fired power plant in North
Carolina.  Westmoreland is dedicated to meeting America's dual
goals of low-cost power and a clean environment.

                          *     *     *

As of December 31, 2008, the Company's balance sheet showed total
assets of $812.9 million, total debts of $269.1 million and
shareholders' deficit of $217.5 million.  In its 2008 Annual
Report on Form 10-K, the Company noted that it has suffered
recurring losses from operations, has a working capital deficit
and a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.   The report from KPMG
LLP, in Denver, Colorado, the Company's independent registered
certified public accounting firm, on the Company's consolidated
financial statements for the year ended December 31, 2008,
includes an explanatory paragraph reciting the factors that raise
substantial doubt about its ability to continue as a going
concern.


WHITE HILLS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: White Hills Acquisition, LLC, Debtor
        16027 Ventura Blvd., Suite 500
        Encino, CA 91436

Bankruptcy Case No.: 09-18334

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: David Seror, Esq.
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd 9th Flr
                  Beverly Hills, CA 90212
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325
                  Email: dseror@ecjlaw.com

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

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

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

          http://bankrupt.com/misc/cacb09-18334.pdf

The petition was signed by Logan Landers, managing member of the
Company.


WOLVERINE TUBE: S&P Withdraws 'SD' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Wolverine Tube Inc., including the 'SD' (selective default)
corporate credit rating, at the company's request.

Huntsville, Ala.-based Wolverine Tube supplies metal tubing and
joining products to heating, ventilation, and air conditioning and
appliance original equipment manufacturers.


WOW! WORKOUT: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: WOW! Workout World
           aka World Gym Fitness & Aerobics of West Hartford, Inc.
        99 Shield Street
        West Hartford, CT 06110

Bankruptcy Case No.: 09-21876

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
World Gym of Middletown CT, Inc.                   09-31828
WOW Super Club of Cromwell, CT, LLC                09-31831
WOW! Super Club of Glastonbury, CT, LLC            09-20894

Chapter 11 Petition Date: July 6, 2009

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

Debtor's Counsel: Jessica Grossarth, Esq.
                  Pullman & Comley, LLC
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2215
                  Fax: (203) 257-0993
                  Email: jgrossarth@pullcom.com

Total Assets: $890,548

Total Debts: $2,975,655

A list of the Company's 12 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/ctb09-21876.pdf

The petition was signed by Lou Soteriou, president of the Company.


WW HIDDEN LAKES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: WW Hidden Lakes, Ltd.
        5440 Harvest Hill Rd. #220
        Dallas, TX 75230

Bankruptcy Case No.: 09-34353

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

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

The petition was signed by R. Derek Ryan, president of the
Company.


YONKERS RACING: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's assigned a B2 Corporate Family Rating and B2 Probability
of Default Rating to Yonkers Racing Corporation.  Moody's also
assigned a B1 rating to the company's proposed $225 million senior
secured second lien notes due 2016.  Proceeds from the new notes
will be used to repay the company's existing term loan that
matures in July 2010.  All ratings are subject to the receipt and
review of final documentation.  The rating outlook is stable.

The B2 Corporate Family Rating reflects Yonkers' small size,
single property concentration risk, and the likely eventual
increase in gaming supply in the company's primary market area.
Positive ratings consideration is given to Yonkers' good operating
performance to date, convenient location, and favorable population
and demographic characteristics of its primary market area.  Also
considered is the company's moderate pro forma leverage, which is
about 4 times.  The B1 rating on the second lien notes, one notch
above the Corporate Family Rating, reflects the credit cushion
provided by the company's $78 million senior subordinated notes
(unrated).

The stable rating outlook anticipates that Yonkers will be able to
generate positive free cash flow and maintain debt/EBITDA at or
below 4 times despite the negative impact of competitive pressure
and the challenging economic environment.

First time ratings assigned:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $225 million senior secured second lien notes due 2016 at
     B1 (LGD 3, 38%)

Yonkers Racing Corporation owns and operates a gaming and
entertainment facility comprised of Empire City Casino and Yonkers
Raceway.  The facility is located in Yonkers, New York.  The
company currently generates annual net revenue of approximately
$200 million.


YONKERS RACING: S&P Assigns Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Yonkers Racing Corp.  The rating outlook is
stable.

At the same time, S&P assigned YRC's proposed $225 million senior
secured notes an issue-level rating of 'B+' (at the same level as
the 'B+' corporate credit rating) with a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for noteholders in the event of a payment default.

"The 'B+' corporate credit rating reflects the company's limited
diversity as an operator of a single property, S&P's expectation
of heightened competition with the introduction of slot gaming at
the Aqueduct Racetrack, and the revenue allocation structure
imposed by the State of New York on slot machine total win," said
Standard & Poor's credit analyst Michael Listner.

The property does, however, benefit from an attractive location
and strong market demographics.  Yonkers maintains an aggressive
financial profile, although credit measures are reasonably good
for the rating.  In addition, there exist several factors over the
near-to-intermediate term that will necessitate a prudent
allocation of the company's capital resources, including the
potential construction of a parking garage and the need to
refinance high-cost mezzanine debt by its 2013 maturity.

YRC intends to use proceeds from its proposed $225 million senior
secured notes due 2016 to repay all outstanding amounts on its
existing senior secured credit facility, make the final payment on
a settlement executed in October 2006 as a result of an
investigation relating to potential contamination of the Bronx
River, pay termination fees associated with the company's interest
rate swaps, and pay transaction fees and expenses.  The company
expects to issue the notes with an original issue discount and pay
interest semiannually on Jan. 15 and July 15 of each year.  S&P
expects the notes to represent senior secured obligations of YRC
and that they will rank junior to a new $10 million senior secured
revolving credit facility that the company will issue in
conjunction with the notes.  In addition to an optional redemption
provision of up to 35% of the aggregate principal of the notes
prior to July 15, 2012, the company may redeem up to 10% of the
original principal amount during each of the first four years
after the issuance date at a price of 103% of the principal amount
of notes redeemed.  Pro forma for the note issuance and repayment
of term debt, S&P expects that YRC's leverage will approximate 4x
for the 12 months ended May 31, 2009.

YRC owns and operates the gaming and entertainment facility
comprising Empire City Casino and Yonkers Raceway, located in
Yonkers, New York, approximately 15 miles from New York City's
Times Square.  The racetrack, which was founded in 1899, has been
owned and operated since 1972 by the Rooney family of Pittsburgh,
Pennsylvania.  In 2001, New York State enacted legislation
authorizing slot machines at nine specific horse racing
facilities, including Yonkers Raceway.  Yonkers was closed from
June 2005 through October 2006 (and fully reopened in March 2007)
for the purposes of renovating the existing club house and
equipping the facility with 2,500 slot machines and constructing a
new one-story building to hold an additional 3,000 slot machines.
Empire City Casino is New York State's largest casino and the
sixth largest casino in North America based on the total number of
gaming positions, which currently exceeds 5,300 slot machines.

Given its private ownership status, YRC does not publicly disclose
its financial information.  However, credit measures are good for
the 'B+' rating, and current EBITDA margins compare favorably with
racinos in neighboring states.  S&P expects that the company will
have the flexibility to utilize the prepayment option on its note
offering and allocate free cash flow to repay this debt as allowed
for under the terms of the issuance.


* Bridge Associates Founder Anthony H. N. Schnelling Dies
---------------------------------------------------------
Bridge Associates LLC reported the passing of Anthony H.N.
Schnelling, Chairman and Chief Executive Officer and one of
Bridge's Founding Members.  On July 7, Mr. Schnelling passed away
at the age of 62 at his home -- Meri-Mac Farm -- in Amenia, New
York after a valiant battle against cancer.

Fluent in six languages, Mr. Schnelling's accomplishments were
many and diverse, including receiving a BA from Swarthmore
College, an MBA from the Harvard Business School and a JD from the
Fordham Law School.  A prolific author and lecturer, Mr.
Schnelling served as Vice President of Development for the
American Bankruptcy Institute and was a member of the
organization's Board of Directors.  Mr. Schnelling was recently
honored by his peers when he was elected as a Fellow of the
American College of Bankruptcy.

Three years ago, Mr. Schnelling and his partners resolved to
expand the firm's senior ranks and its service offerings through
aggressive recruiting efforts.  These efforts were rewarded with
the addition of numerous experienced practitioners throughout
Bridge's seven office locations, as well as the addition of a
successful healthcare turnaround and restructuring practice.

Eighteen months ago Bridge launched a focused initiative to
transition the actual day-to-day leadership of the firm to a
broader group of senior leaders.  Earlier this year, Bridge's
executive committee appointed David N. Phelps and Louis E.
Robichaux IV as Co-Managing Members of Bridge with responsibility
for the day-to-day leadership of the firm.  Mr. Phelps, who served
as Bridge's Chief Operating Officer, has nearly 30 years of
experience in strategy development, along with extensive
experience in operational and financial restructurings and mergers
and acquisitions.  Mr. Robichaux is a leading restructuring,
crisis management and financial advisory practitioner with
extensive experience in the healthcare industry. Carl H. Young
III, a Founding Member of Bridge, will continue his
responsibilities as President and will assume the additional role
of Chairman.

As a result of these strategic initiatives, the Executive
Committee of Bridge believes that the firm has strengthened its
position in the turnaround and restructuring marketplace and is
well-configured for future success.

The Members and Associates of Bridge extend their deepest sympathy
to Tony's family and friends during this time of loss.  In lieu of
flowers, the family has asked that donations be made to The
Anthony Schnelling Lectureship Series in Commercial Bankruptcy at
Fordham University School of Law, attention Julie Lucas, 140 West
62nd Street, New York, New York 10023.

A memorial service will be held at Fordham Law School at a later
date.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 10, 2009
  THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS
     Retail Bankruptcy: What You Need To Know
        Cuba Libre, Atlantic City, N.J.
           Contact: (732) 694 1800 or
                    http://www.icsc.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: July 2, 2009



                           *********

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.  Joseph Medel C. Martires, Denise Marie Varquez, Philline
Reluya, 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.

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