TCR_Public/090709.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 9, 2009, Vol. 13, No. 188

                            Headlines

A & R LEASING: Voluntary Chapter 11 Case Summary
ACCELLENT INC: Moody's Upgrades Corporate Family Rating to 'B3'
ALCOA INC: Posts $454 Million in Second Quarter 2009
ALLIS-CHALMERS: Moody's Keeps B3 Corp. Rating After Tender Offer
ALUS LIQUIDATION: Okays Initial Liquidating Distribution

AMARIN CORPORATION: Reports $21.2-Million Net Loss for 2008
AMERICAN AXLE: Loan Covenants Waived Until July 30
AMERICAN INT'L: Ex-CEO Can Keep $4.3 Billion in Shares Dispute
AMERICAN INT'L: In Talks to Sell Alico to MetLife
AMR CORP: Unit Signs Agreement for $153.7-Mil. Equipment Notes

AMR HOLDCO: To Gain From Expansion, Upgraded to Ba2, Says Moody's
ASYST TECHNOLOGIES: Stockholders Would Receive Nothing Under Plan
B&G FOODS: S&P Assigns 'BB-' Senior Secured Debt Rating
BABUSKI LLC: Proposes Matthew L. Johnson as Bankruptcy Counsel
BABUSKI LLC: U.S. Trustee Sets Meeting of Creditors for Aug. 6

BASIC ENERGY: Weak Results Cue Moody's Cut to 'B2'
BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B+'
BBZ RESOURCE: Beck's to Help Co. Make Good on Gas/Food Promo
BERNARD MADOFF: Picard Wants Default Judgement vs. Vizcaya, Harley
BOOKER COMMUNITY: Case Summary & 20 Largest Unsecured Creditors

BRIAN HECKER: Case Summary & 20 Largest Unsecured Creditors
BROADSTRIPE LLC: Has Final DIP Financing Approval After 6 Months
BSML INC: March 28 Balance Sheet Upside-Down by $3 Million
BUTLER SERVICES: Can Access GECC $30-Mil. Loan on Final Basis
CANDIA SAND & GRAVEL: Case Summary & 9 Largest Unsec. Creditors

CANWEST GLOBAL: Will Hold Conference Call on Q3 Results Friday
CARL REINHART: Case Summary & 20 Largest Unsecured Creditors
CFM U.S.: Court Approves Settlement on Dismissal of Case
CHESTER DOWNS: Moody's Assigns 'B3' Corporate Family Rating
CHESTER DOWNS: S&P Assigns 'CCC+' Corporate Credit Rating

CHILI WILLI'S: Case Summary & 15 Largest Unsecured Creditors
CHINESEWORLDNET.COM: Posts $950,123 Net Loss for 2008
CHRYSLER LLC: Financial Announces Restructuring of Operations
CHRYSLER LLC: Fitch to Rate Financial Unit's Series 2009-A
CHRYSLER LLC: Small-Car Chief Engineer Schell Leaves Post

CHUCK'S CONSTRUCTION: Case Summ. & 20 Largest Unsec. Creditors
COBBLESTONE ESTATES: BNYM Asks Court to Dismiss Case
CRYOPORT INC: Posts $16.7MM Net Loss in Year Ended March 31
DRUG FAIR: Lenders Settle With Creditors Committee
EUROFRESH INC: Gets 2 New Offers; Secured Creditors Sweeten Bid

FLEETWOOD ENTERPRISES: Wants to Sell Garrett Plant for $1.75MM
FOAMEX INT'L: Wayzata Secures $1 Million Reimbursement
FORD MOTOR: Needs More Equity to Stay Ahead, Breakingviews Says
FORTUNOFF HOLDINGS: Court OKs $2-Mil. Sale of Marks to Source IP
FRONTIER WORLD GROUP: Case Summ. & 20 Largest Unsec. Creditors

G-I HOLDINGS: Chapter 11 Plan Channels Asbestos Claims to Trust
GARRY DURALL: Case Summary & 8 Largest Unsecured Creditors
GENERAL MOTORS: Court Denies Official Bondholders' Committee
GENERAL MOTORS: Settlement With Travelers Reached on Bond Payment
GENERAL MOTORS: Court Declines to Appoint Retirees Committee

GENOIL INC: Net Loss Lowers to $7.7MM in Year ended December 31
HARZO INC: Voluntary Chapter 11 Case Summary
HEGAR LOGISTICS: Voluntary Chapter 11 Case Summary
HENRY DUNAY: Up for Sale; Neiman Marcus a Factor in Collapse
HERBST GAMING: Court Sets July 27 Disclosure Statement Hearing

HERBST GAMING: Committee Needs More Time to Probe Banks
HERMANOS PEREZ: Case Summary & 20 Largest Unsecured Creditors
INTERNATIONAL METALS: Case Summary & 7 Largest Unsec. Creditors
IRON MOUNTAIN: Moody's Gives Positive Outlook, Keeps B1 Rating
JAMES HAROLD HARDYMAN: Case Summ. & 19 Largest Unsec. Creditors

JOURNAL REGISTER: Court Approves Changes to Labor Contracts
JOURNAL REGISTER: Bankruptcy Court Confirms 'Gift Plan'
LANDQUEST LLC: Voluntary Chapter 11 Case Summary
LANDSOURCE COMMUNITIES: Court Adjourns Plan Hearing to July 20
LANDSOURCE COMMUNITIES: Extends CRO Agreement with HoganWebb

LANDSOURCE COMMUNITIES: IRS, et al., Object to Barclays Plan
LANDSOURCE COMMUNITIES: Sells Nevada Properties to Vegas Valley
LANDSOURCE COMMUNITIES: Sues Contractors to Invalidate Liens
LEHMAN BROTHERS: Assumes Lease with Rockefeller Center
LEHMAN BROTHERS: LBI Trustee Wants More Time to Remove Actions

LEHMAN BROTHERS: Occidental Asks for Set-Off of Mutual Debts
MAGNA ENTERTAINMENT: Court Postpones Hearing on Examiner Plea
MARC DREIER: Seeks to Cut Imprisonment to Up to 12-1/2 Years
METALDYNE CORP: Court Sets Aug. 14 as Creditors' Claim Bar Date
METALDYNE CORP: Files Schedules of Assets and Liabilities

MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities
MORTGAGES LTD: U.S. Trustee Balks $600K Fees Sought by Greenberg
M.T. PUSKAR: Case Summary & 20 Largest Unsecured Creditors
MARK REDMAN: Case Summary & 18 Largest Unsecured Creditors
MASA DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors

METALSAMERICA: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Lease Decision Extended for Constenting Landlords
NORTEL NETWORKS: UK Unit's Chapter 15 Petition Approved
NORTEL NETWORKS: Wins Court Nod for $157MM Intercompany Transfer
NORTH AMERICAN TECH: March 31 Balance Sheet Upside-Down by $9.7MM

NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'B+'
NUTRITIONAL SOURCING: PBGC Protests Latest Liquidation Plan
PANOLAM INDUSTRIES: Moody's Views Missed Prepayment as Default
PCS EDVENTURES: Posts Net Loss of $1.9MM in Year ended March 31
PEANUT CORP: Insurance Litigation Moved to District Court

PETRORIG I: Court Establishes August 19 Claims Bar Date
PHILADELPHIA NEWSPAPERS: Suits Injunction Extended for 60 Days
POLAROID CORP: Can Use Petters Cash Collateral Until July 16
POMARE LTD: Maui Divers Agrees to Concessions, Withdraws Bid
PROVIDENT ROYALTIES: SEC Obtains Asset Freeze Against Firm

QVC INC: S&P Withdraws 'BB+' Corporate Credit Rating
RACING SERVICES: No Criminal Conviction Nixes Subordination
RELIANCE INTERMEDIATE: Moody's Assigns 'Ba2' Rating on Debt
RENAISSANCE CUSTOM: Files Ch 11 Plan; Creditors to Get Equity
RIA LLC: Case Summary & 4 Largest Unsecured Creditors

RITZ CAMERA: Court to Consider Proposed Sale Process Tomorrow
RH DONNELLEY: Court OKs Application for Grubb as Consultant
RH DONNELLEY: Wins Nod to Employ KPMG LLP as Tax Consultants
RONALD JACKSON: Case Summary & 18 Largest Unsecured Creditors
SEMGROUP LP: Applies to Employ Financial Balloting Group

SEMGROUP LP: Court Postpones Ruling on Plan Outline to July 20
SEMGROUP LP: Has Until Oct. 1 to Probe Lenders' Liens
SEMGROUP LP: Parties Oppose Examiner's Discharge of Duties
SEMGROUP LP: Proposes Sale Process for SemFuel Assets
SNTL CORP: 9th Cir. Allows Unsecured Creditors' Legal Fees

SOUTHEAST WAFFLES: Waffle House Wants to Buy Firm for $18.6MM
STRICKER LP: Case Summary & 17 Largest Unsecured Creditors
SYNTAX-BRILLIAN: Court Confirms 2nd Amended Liquidating Plan
TECK RESOURCES: Moody's Upgrades Corp. Family Rating to 'Ba2'
TMG HOLDINGS: 1st Circuit Tells Owner to Return $77,000

TOP SHIPS: Earns $25.6 Million in Year Ended December 31
TOUSA INC: Court Dismisses Citi & Wells' Third-Party Suits
TOUSA INC: Court OKs Sale of Austin Assets for $11.5 Million
TOUSA INC: Formal 3rd Quarter 2008 Results Filed
TOUSA INC: Presents Protocol for Settling Preference Actions

TRUMP ENTERTAINMENT: Court Approves Hiring of Four Firms
UNITED SUBCONTRACTORS: S&P Deletes 'D' Rating Following Emergence
US MORTGAGE: Files Disclosure Statement; August 18 Hearing Set
US AIRWAYS: Files Annual Report on Amwest 401(K) Plan
US AIRWAYS: Mainline Capacity to Drop 4% to 6% in 2009

US AIRWAYS: Reports June 2009 Traffic Results
US AIRWAYS: Shareholders Ratify KPMG, Re-Elect Directors
VISTEON CORP: Committee Objects to Rothschild's Fees as Advisor
VISTEON CORP: Gets Court Nod to Hire A&M as Restructuring Advisors
VISTEON CORP: Intends to Hire Dickinson As Special Counsel

VITRO SAB: Posts US$411 Million Net Loss for 2008
VOUGHT AIRCRAFT: Moody's Mulls Upgrade of 'B2' on Assets Sale
WES CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

* Community Banks' Lending Volumes Won't Hike in 2009, Says ABA

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********

A & R LEASING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: A & R Leasing, Inc.
        1115 Hwy 80 E.
        Pooler, GA 31322

Bankruptcy Case No.: 09-41449

Chapter 11 Petition Date: July 7, 2009

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

Debtor's Counsel: C. James McCallar Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  Email: mccallarlawfirm@aol.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 Alton Simmons, president of the
Company.


ACCELLENT INC: Moody's Upgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded Accellent Inc.'s Corporate
Family Rating and Probability of Default Rating to B3 from Caa1.
The company's rating outlook was changed to stable from positive.
At the same time, Moody's raised Accellent's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.

The B3 Corporate Family Rating and SGL-2 reflect improved
operating performance and a better liquidity profile including
positive free cash flow generation as well as increased headroom
under covenant cushions.  The SGL-2 rating further anticipates
that Accellent should be able to fund its cash needs without
relying on its revolver over the next 12 months.

Diana Lee, a Senior Credit Officer at Moody's said, "Accellent's
covenant cushions should be sufficient over the near-term despite
recent sales slowdowns associated in part with a tough economic
environment."

The stable outlook reflects Moody's belief that ongoing margin and
working capital improvements should enable Accellent to remain in
compliance with its covenants when they step down again at the end
of December 2009.  In addition, the stable outlook assumes the
company will focus on organic growth and deleveraging, as
financial flexibility remains limited due to the high leverage.

Ratings upgraded:

Accellent Inc.

  -- Corporate Family Rating to B3 from Caa1

  -- Probability of Default Rating to B3 from Caa1

  -- Secured Revolver to B1 LGD2, 29% from B2 LGD 2, 29%

  -- Secured Term Loan to B1 LGD2, 29% from B2 LGD 2, 29%

  -- Sr. Subordinated Notes to Caa2 LGD5, 83% from Caa3 LGD5,
     83%

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

The last rating action for Accellent was taken on October 22,
2008, when the company's rating outlook was changed to positive
from negative.

Accellent Inc., headquartered in Wilmington, MA, is an outsource
manufacturer of medical products, primarily serving the
cardiology, endoscopy, and orthopedic markets.


ALCOA INC: Posts $454 Million in Second Quarter 2009
----------------------------------------------------
Alcoa Inc. posted a net loss of $454 million in the second quarter
of 2009 had, compared with a net loss for the first quarter of
2009 of $497 million.  In the second quarter of 2008, the Company
posted a net income of $546 million.

Alcoa generated cash from operations in the second quarter of 2009
of $328 million, a $599 million improvement from the first
quarter.  This improvement was driven by the Company's wide-
ranging financial and operational initiatives to reduce costs,
increase cash, and strengthen its balance sheet.

The second quarter of 2009 showed a loss from continuing
operations of $312 million, or $0.32 per share.  Excluding
restructuring charges, the loss was $256 million, or $0.26 per
share.  The loss from continuing operations showed a
$168 million improvement in the second quarter of 2009 compared
with the first quarter loss from continuing operations of
$480 million, or $0.59 per share.  Earnings from continuing
operations in the second quarter of 2008 were $553 million, or
$0.67 per share.

Revenues for the quarter were $4.2 billion, a 2% increase from the
first quarter of 2009, but a decrease from the $7.2 billion in the
second quarter of 2008, as a result of the impact of lower metal
prices and the Company's curtailment of aluminum and alumina
production in response to reduced demand.  The average price of
aluminum on the London Metal Exchange in the second quarter of
2009 was $1,485 per metric ton (mt), a nine% increase from the
first quarter of 2009, but a 49% decrease from the second quarter
of 2008.  The economic downturn has affected most of Alcoa's end
markets -- automotive, commercial transportation, building and
construction, and aerospace.

"Our cash generation initiatives, productivity improvements, and
portfolio changes are working.  Now Alcoa has the staying power
and reduced cost base to withstand the most serious downturn in
the history of the aluminum industry," said Klaus Kleinfeld, Alcoa
President and Chief Executive Officer.  "Our operational and
financial initiatives also provide Alcoa with the focus and
flexibility to compete and grow in the most profitable segments of
the industry as the economy recovers."

The Company has achieved approximately $1.0 billion in procurement
savings through the first half of the year, or approximately two-
thirds of the full year target.  Overhead savings year-to-date are
approximately $270 million, or 134% of the full year target for
2009.  And, rigorous management of working capital has generated
$680 million in cash, or 85% of the 2009 target of $800 million.

Capital expenditures in the quarter were $418 million and are on
target to reach the 2009 goal of a nearly 50% reduction from 2008;
the capital plan for 2010 calls for a further 50% reduction to
$850 million.  The Juruti bauxite mine in Brazil and the Alumar
alumina refining upgrade and expansion are both in the process of
being commissioned.  First shipment of bauxite from Juruti is
expected to occur within the next 90 days.  The Alumar refinery
has already begun to produce its first alumina and is on target
for ramp-up to full production during the second half of the year.
The upgrade and expansion project will increase the output of the
refinery from approximately 1.5 million mt to a total production
capacity of 3.5 million mt per year for the Alumar consortium.

The Company's debt-to-capital ratio stood at 39.8% at the end of
the quarter, an 80 basis point reduction from the first quarter of
2009.  Free cash flow in the quarter was a negative $90 million,
but was a $652 million improvement from the first quarter of 2009.
As the Company continues to implement its cash generation
programs, it finished the quarter with
$851 million of cash on hand.

Discontinued operations for the second quarter of 2009 had a loss
of $142 million, or $0.15 per share, primarily reflecting the
impact of exiting the electrical and electronics solutions
business, which was completed in June.  The first quarter of 2009
had a loss of $17 million, or $0.02 per share.

Revenues for the first half of 2009 were $8.4 billion, compared to
$14.2 billion in the first half of 2008.  For the first half of
2009, income from continuing operations showed a loss of $792
million, or $0.89 per share, compared with income of
$852 million, or $1.03 per share, in the first half of 2008.  The
first half of 2009 showed a net loss of $951 million, or $1.06 per
share, compared to net income of $849 million, or $1.03 per share,
in the first half of 2008.

Segment Results

Alumina

After-tax operating income (ATOI) was a loss of $7 million, a
decrease of $42 million from the prior quarter.  Production
declined 136 thousand mt, or four% sequentially, mainly due to
curtailments at Point Comfort and Suriname.  Unfavorable currency
and lower LME-based pricing was partially offset by productivity
gains.

Primary Metals

ATOI was a loss of $178 million, an improvement of $34 million
from the prior quarter, which included a non-cash gain related to
the Orkla ASA exchange of $112 million.  Realized pricing
increased 6%, or $100 per mt sequentially. Benefits from
productivity gains more than offset the impact of unfavorable
currency.  Production increased by 26 thousand mt in the quarter
due to record production in Iceland as well as the addition of the
Norway smelters, which more than offset the effects of the
Tennessee and Massena East curtailments.

Flat-Rolled Products

ATOI was a loss of $35 million, an improvement of $26 million from
the prior quarter.  Revenues declined five% sequentially driven by
significant volume declines in all end markets except automotive
and packaging.  Benefits from productivity gains more than offset
the impacts of unfavorable currency and volume declines in all
other markets.

Engineered Products and Solutions

ATOI was $88 million, a decrease of $7 million or seven% from the
prior quarter.  Weakening conditions in the aerospace and building
and construction markets were partially offset by productivity
gains.  Revenues declined six% from the prior quarter due to weak
end markets.  This segment was expanded to include the hard alloy
extrusions business which had previously been included in the
Flat-Rolled Products segment.

                         About Alcoa

Alcoa Inc. -- http://www.alcoa.com/-- is the world leader in the
production and management of primary aluminum, fabricated aluminum
and alumina combined.  Alcoa serves the aerospace, automotive,
packaging, building and construction, commercial transportation
and industrial markets, bringing design, engineering, production
and other capabilities of Alcoa's businesses to customers.  In
addition to aluminum products and components including flat-rolled
products, hard alloy extrusions, and forgings, Alcoa also markets
Alcoa(R) wheels, fastening systems, precision and investment
castings, and building systems.  The company operates in 34
countries and has been named one of the top most sustainable
corporations in the world at the World Economic Forum in Davos,
Switzerland.  As of September 30, 2008, Alcoa had $39.0 billion in
total assets and $21.2 billion in total liabilities.

As reported by the Troubled Company Reporter on February 17, 2009,
Moody's Investors Service downgraded Alcoa Inc's senior unsecured
ratings to Baa3 from Baa1, its short-term rating to Prime-3 from
Prime-2, its rating on its shelf registration for senior unsecured
debt to (P)Baa3 from (P)Baa1 and its preferred stock rating to Ba2
from Baa3.  At the same time Moody's downgraded Alcoa Trust 1's
shelf registration rating for preferred stock to (P)Ba1 from
(P)Baa2.  The rating outlook is stable.


ALLIS-CHALMERS: Moody's Keeps B3 Corp. Rating After Tender Offer
----------------------------------------------------------------
Moody's Investors Service affirmed Allis-Chalmers Energy Inc.'s B3
Corporate Family Rating, changed its Probability of Default Rating
to B3 from B3/LD, and upgraded its $225 million 9% senior notes
due 2014 to Caa1 (LGD 4, 62%) from Caa3 (LGD 3, 35%) and its $205
million 8.5% senior notes due 2017 to Caa1 (LGD 4, 62%) from Ca
(LGD 4, 40%).  The rating outlook is stable.

The rating actions reflect the company's capital structure after
the completion of its cash tender offer on its $255 million 9%
senior notes due 2014 and $250 million 8.5% senior notes due 2017.

Moody's last rating action on ALY dates from July 1, 2009 at which
time Moody's confirmed ALY's CFR, changed its PDR to B3/LD and
downgraded it senior notes.

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


ALUS LIQUIDATION: Okays Initial Liquidating Distribution
--------------------------------------------------------
ALUS Liquidation Corp., fka Alsius Corporation, reported that its
Board of Directors has approved an initial liquidating
distribution in the amount of $0.30 per share of common stock.
The initial distribution is expected to be made on or about
July 7, 2009, to stockholders of record as of the close of
business on May 5, 2009, the date on which Alsius filed a
certificate of dissolution with the Delaware Secretary of State.
The distribution is being made following the sale of substantially
all of Alsius' assets to ZOLL Circulation, Inc., on May 4, 2009,
and in accordance with the plan of dissolution approved by Alsius'
stockholders.

Stockholders who hold their shares through a bank, broker or other
entity will have their brokerage account credited with their
allocation of the initial distribution with no further action
required on the stockholders' behalf.  Stockholders who hold their
shares in certificated form will receive a letter of transmittal
from the transfer agent instructing the holders on how to
surrender their stock certificates prior to receiving the
distribution.

After the one-year anniversary of the asset sale to ZOLL, when the
period for ZOLL to make indemnity claims under the purchase
agreement expires, ALUS anticipates making a final distribution to
stockholders of available cash.  ALUS estimates that when all
distributions have been made, it will return $0.36 per share to
stockholders.  However, if liabilities are greater than estimated
or if unknown liabilities are incurred, or if collections on
accounts receivable are less than expected, then the amount
available for distribution will be less than currently anticipated
(or could be greater if liabilities are less than expected or
collections exceed expectations).

                    About ALUS Liquidation

ALUS Liquidation Corp., in Irvine, Calif., was a medical device
company known as Alsius that developed, manufactured and sold
proprietary products to precisely control patient temperature. On
May 4, 2009, ALUS sold the assets constituting this business to
ZOLL Circulation, an affiliate of ZOLL Medical (Nasdaq:ZOLL).
ALUS filed a certificate of dissolution with the Delaware
Secretary of State on May 5, 2009, and is in the process of
winding down its affairs.


AMARIN CORPORATION: Reports $21.2-Million Net Loss for 2008
-----------------------------------------------------------
Amarin Corporation plc reported preliminary unaudited financial
results for the six and twelve months ended December 31, 2008.

For the six months ended December 31, 2008, Amarin reported a net
loss of $13.3 million compared with a net loss of $13.4 million
for the six months ended December 31, 2007.  The results for the
2008 period reflect a significant reduction in selling, general
and administration costs offset by a substantial increase in
research and development costs with the per share results
reflecting a substantial increase in the number of shares
outstanding as of December 31, 2008.

For the year ended December 31, 2008, Amarin reported a net loss
of $21.2 million compared with a net loss of $37.8 million for the
year ended December 31, 2007.  The lower loss for 2008 was
attributable to an increase in finance income of $7.3 million in
2008 and an $8.8 million impairment charge on intangible assets in
2007.  The net loss per share reflects the one-for-ten reverse
stock split which took effect on January 18, 2008, and a
substantial increase in the number of shares outstanding as of
December 31, 2008.

Thomas Lynch, chairman and chief executive officer of Amarin,
commented, "I am pleased to report the significant progress we
have made over the last twelve months in repositioning the company
to leverage our late stage cardiovascular opportunity.  We have
already experienced the benefits of our new experienced research
and development team based in Connecticut, with the progression of
the cardiovascular program to the point where we are about to
initiate the Phase 3 registration trial in hypertriglyceridemia
under an SPA agreement with the FDA.  We remain firmly focused on
ensuring that we secure the funds required to facilitate the
conduct of our Phase 3 trials, with commencement planned for the
third quarter."

                            Liquidity

The preliminary unaudited financial results were prepared on a
going concern basis which assumes the Company has sufficient funds
to operate for at least the next 12 months.  On June 4, 2009, the
Company closed a $2.6 million private placement of convertible
bridge loan notes and warrants with certain existing investors in
the Company, including a number of current Amarin directors.  On
June 29, 2009, the company agreed an amendment to the terms with
the holders of $2.5 million of the Bridge Financing, including an
extension to the maturity date from June 30, 2009, to July 24,
2009.  The Bridge Financing provides the Company with sufficient
funds to operate through mid July 2009, during which time the
Company will continue its discussions with potential investors, in
order to secure longer term funding.  No assurance can be given
regarding whether, or on what terms, the Company will be able to
secure such longer term financing.  If a satisfactory conclusion
cannot be reached regarding the long term funding, there would be
substantial doubt about its ability to continue as a going
concern, the Company said.

At December 31, 2008, the Company's balance sheet total assets of
$36.6 million, total liabilities of $7.7 million and total
stockholders' equity of $28.8 million.

         Delay of Filing of 2008 Annual Report on Form-20F

Amarin also informed the Securities and Exchange Commission that
there will be a delay in the filing of the Company's Annual Report
on Form 20-F for the year ended December 31, 2008, which was due
to be filed by June 30, 2009.  The Company is unable to comply
with the filing date of June 30, 2009. without unreasonable effort
or expense as a result of the time and attention devoted by
Amarin's management to securing bridge financing and conducting
ongoing discussions with potential investors for longer term
financing. The Company intends to complete these discussions as
soon as possible and file the Annual Report on Form 20-F for the
year ended December 31, 2008, soon as possible thereafter.

The Company's UK statutory accounts for the year ended
December 31, 2008, will be finalized upon the filing by the
Company of its Form 20-F and upon approval of the accounts by the
Company's board of directors, the Company will send shareholders
Notice of its 2009 Annual General Meeting to be held in Dublin.

                   About Amarin Corporation plc

Amarin Corporation plc -- http://www.amarincorp.com/-- (NASDAQ:
AMRN) is a late-stage biopharmaceutical company with a focus on
cardiovascular disease.  The Company's lead product candidate is
AMR101, a prescription grade Omega-3 fatty acid.  Amarin
established its research and development headquarters in Mystic,
Connecticut with an experienced research and development team.
Amarin's programs capitalize on its lipid science expertise and
the known therapeutic benefits of Omega-3 fatty acids in treating
cardiovascular disease.  The pipeline also includes proprietary
next-generation lipid candidates, at preclinical stages of
development.

Amarin has a range of clinical and preclinical stage compounds to
treat central nervous system disorders, including Huntington's
disease, myasthenia gravis, Parkinson's disease and epilepsy, all
of which are available for partnering.


AMERICAN AXLE: Loan Covenants Waived Until July 30
--------------------------------------------------
American Axle & Manufacturing Holdings, Inc., and American Axle &
Manufacturing, Inc., entered on June 30, 2009, into a Waiver and
Amendment to the Credit Agreement dated as of January 9, 2004, as
amended and restated as of November 7, 2008, among Holdings, AAM,
JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders
party thereto, and J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as Joint Lead Arrangers and Joint Bookrunners,
with the Administrative Agent and the Lenders party thereto.

The Waiver and Amendment, among other things, provides a waiver
through July 30, 2009, of the financial covenants relating to
secured indebtedness leverage and interest coverage as well as a
waiver of the collateral coverage requirement of the Credit
Agreement.  During the waiver period, AAM will be required to
maintain a daily minimum liquidity of $100 million and will be
limited in its ability to incur, refinance or prepay certain debt,
make investments, and make restricted payments.  As a condition to
effectiveness of the Waiver and Amendment, AAM and substantially
all of its domestic subsidiaries have provided a security interest
to the Lenders over their domestic cash and cash equivalents.

The Waiver and Amendment is available at:

            http://ResearchArchives.com/t/s?3ec6

AAM and its Lenders remain in active discussions regarding further
modifications to the Revolving Credit Facility.  AAM believes that
the Waiver and Amendment is a positive step in this process.

As of June 30, 2009, AAM had approximately $280 million of
liquidity, consisting of available cash, short-term investments
and committed borrowing capacity on its Revolving Credit Facility.

AAM was designated an essential supplier by General Motors Corp.
and Chrysler LLC and has collected substantially all pre-petition
trade receivables due from GM and Chrysler.

                      About American Axle

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.


AMERICAN INT'L: Ex-CEO Can Keep $4.3 Billion in Shares Dispute
--------------------------------------------------------------
An eight-person jury said that former American International Group
CEO Maurice R. Greenberg's current firm, Starr International Co.,
didn't have to hand over $4.3 billion to the Company, Liam Pleven
and Chad Bray at The Wall Street Journal reports.

As reported by the Troubled Company Reporter on June 18, 2009,
AIG's lawyer, Theodore Wells, said that Mr. Greenberg improperly
seized in 2005 control of millions of shares of the Company's
stock held by sister company Starr.  Mr. Wells said that Mr.
Greenberg was angry and vindictive after being forced out as AIG's
CEO.  Mr. Greenberg, through Starr, breached a trust agreement in
which the shares would be used to fund a deferred-compensation
plan for select AIG executives, Mr. Wells stated.  According to
Mr. Wells, Starr International used the stock for 35 years to fund
a deferred-compensation plan in which participating AIG executives
received compensation from the plan when they retired from the
Company, but that changed after Mr. Greenberg was forced out.  Mr.
Greenberg threw eight AIG executives off Starr's board and took
control of the shares, Mr. Wells said.

AIG wanted Starr to hand over $4.3 billion it had pocketed from
the many shares it sold when AIG's share price was much higher.
Starr allegedly used the proceeds for investments.

WSJ relates that U.S. District Judge Jed Rakoff could override the
jury, part of whose verdict was advisory.  The report states that
Judge Rakoff would rule on the case by August.

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

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on September 8, 2008, to
$4.76 on September 15, 2008.  On that date, AIG's long-term debt
ratings were downgraded by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch
Ratings, which triggered additional requirements for liquidity.
These factors and other events severely limited AIG's access to
debt and equity markets.

On September 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At September 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since September 30, 2008, AIG has borrowed additional amounts
under the Fed Facility and has announced plans to sell assets and
businesses to repay amounts owed in connection with the Fed Credit
Agreement.  Certain of AIG's domestic life insurance subsidiaries
subsequently entered into an agreement with the NY Fed pursuant to
which the NY Fed has borrowed, in return for cash collateral,
investment grade fixed maturity securities from the insurance
subsidiaries.

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility.  The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG more time to complete its planned asset sales in an
orderly manner.  The equity interest that taxpayers will hold in
AIG, coupled with the warrants, will total 79.9%.

At September 30, 2008, AIG had $1.022 trillion in total
consolidated assets and $950.9 billion in total debts.
Shareholders' equity was $71.18 billion, including the addition of
$23 billion of consideration received for preferred stock not yet
issued.

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


AMERICAN INT'L: In Talks to Sell Alico to MetLife
-------------------------------------------------
American International Group Inc. is negotiating with MetLife Inc.
for the sale of all or part of the Company's American Life
Insurance Co., Liam Pleven, Jeffrey McCracken, and Leslie Scism at
The Wall Street Journal reports, citing people familiar with the
matter.

According to WSJ, AIG and MetLife discussed a possible deal
involving Alico several months ago, but the talks didn't failed.
WSJ notes that market conditions have improved since then.

WSJ relates that AIG said in June that it had taken a step toward
positioning Alico and another foreign life insurance subsidiary,
American International Assurance Co., for initial public
offerings.

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

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

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

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


AMR CORP: Unit Signs Agreement for $153.7-Mil. Equipment Notes
--------------------------------------------------------------
On July 7, 2009, (i) American Airlines, Inc., a wholly owned
subsidiary of AMR Corporation, and U.S. Bank Trust National
Association, as subordination agent, pass through trustee under
the pass through trust newly formed by American and loan trustee
entered into four separate but substantially identical
participation agreements and (ii) American, the Subordination
Agent, the Trustee, U.S. Bank National Association, as escrow
agent under the Escrow Agreement, and U.S. Bank Trust National
Association as paying agent under the Escrow Agreement, entered
into a Note Purchase Agreement.

The Participation Agreements provide for the issuance by American
of equipment notes -- Owned Aircraft Series A Equipment Notes --
in the aggregate principal amount of $153,678,000, secured by four
Boeing 777-223ER aircraft delivered new to American from 1999 to
2000.  The Note Purchase Agreement, subject to certain terms and
conditions, provides for the future issuance by American of
equipment notes in the aggregate principal amount of $366,432,000
to be secured by 16 new Boeing 737-823 aircraft to be selected by
American from a pool of 59 new Boeing 737-823 aircraft scheduled
for delivery to American from July 2009 to October 2010.

Pursuant to the Participation Agreements, upon the financing of
each Owned Aircraft on July 7, 2009, the Trustee purchased the
related Series A Equipment Notes issued under an Indenture and
Security Agreement entered into by American and the Loan Trustee
with respect to such Owned Aircraft.

Pursuant to the Note Purchase Agreement and the form of
Participation Agreement and form of Indenture and Security
Agreement, at the financing of each New Aircraft, the Trustee will
enter into a Participation Agreement substantially in the form of
the Form of Participation Agreement and will purchase the related
Series A Equipment Notes to be issued under an Indenture and
Security Agreement substantially in the form of the Form of
Indenture to be entered into by American and the Loan Trustee with
respect to such New Aircraft.

Each Indenture contemplates the issuance of the related Series A
Equipment Notes bearing interest at the rate of 10.375% per annum,
in the aggregate principal amount (once all New Aircraft Series A
Equipment Notes have been issued) equal to $520,110,000.  The
Series A Equipment Notes will be purchased by the Trustee, using
the proceeds from the sale of Pass Through Certificates, Series
2009-1A.

Pending the purchase of the New Aircraft Series A Equipment Notes,
proceeds in the aggregate amount of $366,432,000 from the sale of
the Class A Certificates were placed in escrow by the Trustee
pursuant to the Escrow and Paying Agent Agreement, dated as of
July 7, 2009, among the Escrow Agent, the Paying Agent, the
Underwriters and the Trustee.  The escrowed funds were deposited
with The Bank of New York Mellon pursuant to the Deposit
Agreement, dated July 7, 2009, between the Escrow Agent and the
Depositary relating to the Class A Certificates.

The interest on the Series A Equipment Notes and the escrowed
funds is payable semiannually on each January 2 and July 2,
beginning on January 2, 2010.  The principal payments on the
Series A Equipment Notes are scheduled for payment on January 2
and July 2 in certain years, beginning on January 2, 2010.  Final
payments will be due on July 2, 2019.  Maturity of the Series A
Equipment Notes may be accelerated upon the occurrence of certain
events of default, including failure by American (in some cases
after notice or the expiration of a grace period, or both) to make
payments under the applicable Indenture when due or to comply with
certain covenants, as well as certain bankruptcy events involving
American.  The Series A Equipment Notes issued with respect to
each Aircraft will be secured by a lien on such Aircraft and also
will be cross-collateralized by the other Aircraft financed
pursuant to the offering of the Class A Certificates.

The Class A Certificates were registered for offer and sale
pursuant to the Securities Act of 1933, as amended, under
American's shelf registration statement on Form S-3 (File Nos.
333-136563 and 333-136563-01).  The Class A Certificates were sold
pursuant to the Underwriting Agreement, dated June 29, 2009, among
American and Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated, as representatives of the underwriters named
therein.

                       About AMR Corporation

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

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

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


AMR HOLDCO: To Gain From Expansion, Upgraded to Ba2, Says Moody's
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of AMR Holdco, Inc., to Ba2 from
Ba3.  AMR Holdco, Inc., and EmCare Holdco Inc. are co-issuers and
operated through a holding company, Emergency Medical Services
L.P. which is in turn owned by Emergency Medical Services
Corporation.  Moody's concurrently upgraded the ratings on the
EMSC's debt instruments and affirmed the company's Speculative
Grade Liquidity Rating at SGL-2.  The outlook for the ratings is
stable.

The upgrade of the ratings reflects the continued improvement in
financial metrics and Moody's expectation that the company should
continue to post favorable operating results as it benefits from
both organic expansion of operations as well as moderate sized
acquisitions.

The Ba2 Corporate Family Rating is supported by modest financial
leverage and strong interest coverage.  EMSC is also expected to
continue to generate solid free cash flow as the company maintains
a strong market position in both of its segments.  However, the
rating also considers risks around the potential for reimbursement
changes and Moody's belief that the prolonged economic downturn
could result in increasing exposure to bad debt.

Following is a summary of Moody's actions.

Ratings upgraded/LGD assessments revised:

  -- Corporate Family Rating, to Ba2 from Ba3

  -- Probability of Default Rating, to Ba2 from Ba3

  -- $100 million Senior Secured Revolving Credit Facility due
     2011 to Baa3 (LGD2, 16%) from Ba1 (LGD2, 18%)

  -- $350 million Senior Secured Term Loan B Facility due 2012
     to Baa3 (LGD2, 16%) from Ba1 (LGD2, 18%)

  -- $250 million, 10%, Senior Subordinated Notes, due 2015 to
     Ba3 (LGD5, 73%) from B1 (LGD5, 74%)

Ratings affirmed:

  -- Speculative Liquidity Rating, SGL-2

Moody's last rating action was on November 26, 2007, when the
Corporate Family and Probability of Default Ratings were upgraded
to Ba3 and the outlook was changed to stable.  Moody's also
upgraded the rating on the $450 million senior secured credit
facility to Ba1 and upgraded the rating on the $250 million senior
subordinated notes to B1.

EMSC operates through two business segments: EmCare Holdings Inc.
and American Medical Response, Inc.  EmCare is the company's
emergency department and hospital-based management services
segment.  AMR is a provider of ambulance services in the U.S.  For
the twelve months ended March 31, 2009, EMSC reported revenues of
approximately $2.5 billion.


ASYST TECHNOLOGIES: Stockholders Would Receive Nothing Under Plan
-----------------------------------------------------------------
Asyst Technologies, Inc., disclosed in a filing with the
Securities and Exchange Commission that since its bankruptcy
filing, management has noticed the continuing high trading volume
in the Company's common stock.  Asyst management tells investors
of its strong belief that there will be no value for the common
stockholders in the bankruptcy liquidation process, even under the
most optimistic of scenarios.

Holders of common stock of a company in Chapter 11 generally
receive value only after all claims of the company's secured and
unsecured creditors have first been fully satisfied.  In this
case, Asyst's management strongly believes all creditor claims
will not be fully satisfied, leading to its conclusion that Asyst
common stock will have no value.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- makes, sells and supports integrated
hardware and software systems primarily for semiconductor and flat
panel display manufacturing industries.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
Andrew I. Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan,
Esq., and Schuyler G. Carroll, Esq., at Arent Fox LLP, represent
the official committee of unsecured creditors.  As of
December 31, 2008, the Debtor had total assets of $295,782,000 and
total debts of $315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Japan
Holdings Company, Inc., and Asyst Technologies Japan, Inc.,
entered into related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


B&G FOODS: S&P Assigns 'BB-' Senior Secured Debt Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' senior secured debt rating, 'B' senior unsecured
debt rating, preliminary 'CCC+' subordinated debt rating, and
preliminary 'CCC' preferred stock rating to the $600 million shelf
filing by B&G.  The company may sell a combination of enhanced
income securities, common stock, preferred stock, debt securities,
warrants, or units.  Net proceeds are expected to be used for
general corporate purposes, which may include reducing or
refinancing S&P's outstanding indebtedness, increasing working
capital, or financing acquisitions and capital expenditures.

The corporate credit rating on Parsippany, New Jersey-based B&G is
'B' with a stable outlook and remains unchanged.  The rating
reflects the company's high debt levels after a history of debt-
financed acquisitions and an enhanced income securities capital
structure.  At April 4, 2009, B&G had about $536 million of debt
outstanding.  The company is a manufacturer, marketer, and
distributor of a diversified portfolio of food products, including
branded hot cereal, maple syrup, pickles, peppers, fruit spread,
Mexican ingredients, and other specialty food products.


BABUSKI LLC: Proposes Matthew L. Johnson as Bankruptcy Counsel
--------------------------------------------------------------
Babuski LLC asks the U.S. Bankruptcy Court for the District of
Nevada for authority to employ Matthew L. Johnson & Associates,
P.C. as counsel.

The firm will, among other things:

   -- institute, prosecute, or defend any lawsuits, adversary
      proceedings, and contested matters arising out of this
      bankruptcy proceeding;

   -- assist in the recovery and obtain necessary Court
      approval for recovery and liquidation of estate assets,
      and to assist in protecting and preserving the same where
      necessary; and

   -- assist in determining the priorities and status of claims
      and in filing objections thereto.

The hourly rates of the firm's personnel are:

     Partners                      $300
     Associates                    $285
     Paralegals or Law Clerks      $135

Pre-bankruptcy, the firm received a $30,000 retainer.  The Debtor
obtained a loan for the retainer from Ted and Mike Federwitz, who
hold a secured interest in the Debtor's property.

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

The firm can be reached at:

     Matthew L. Johnson & Associates, P.C.
     8831 W. Sahara Ave.
     Las Vegas, NV 89117
     Tel: (702) 471-0065
     Fax: (702) 471-0075

                        About Babuski LLC

Las Vegas, Nevada-based Babuski LLC filed for Chapter 11 on
June 29, 2009 (Bank. D. Nev. Case No. 09-21360).  In its petition,
the Debtor said it has assets and debts ranging from $10 million
to $50 million.


BABUSKI LLC: U.S. Trustee Sets Meeting of Creditors for Aug. 6
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Babuski LLC's Chapter 11 case on August 6, 2009, at 1:00 p.m.
The meeting will be held at 300 Las Vegas Blvd., South, Room 1500,
Las Vegas, Nevada.

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

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

Las Vegas, Nevada-based Babuski LLC filed for Chapter 11 on
June 29, 2009 (Bank. D. Nev. Case No. 09-21360).  Matthew L.
Johnson & Associates, P.C., represents the Debtor in its
restructuring efforts. In its petition, the Debtor said it has
assets and debts ranging from $10 million to $50 million.


BASIC ENERGY: Weak Results Cue Moody's Cut to 'B2'
--------------------------------------------------
Moody's Investors Service downgraded Basic Energy Services, Inc.'s
Corporate Family Rating to B2 from Ba3, its Probability of Default
Rating to B2 from Ba3, and its existing senior unsecured note
rating to B3 (LGD 4, 65%) from B1 (LGD 5, 77%).  Basic's senior
secured revolving credit facility "Tranche A" due 2010 and
"Tranche B" due 2012 were also downgraded to Ba2 from Ba1 (with
LGD rate changing to LGD 1 9% from LGD 2, 23%).  Moody's assigned
a B3 (LGD 4, 65%) rating to Basic's proposed $225 million senior
unsecured notes offering.  The outlook is negative.

Note proceeds from the pending offering will be used to repay in
full the approximate $180 million outstanding balance on BAS's
senior secured revolving credit facility with the remaining
balance to be applied toward general corporate purposes.

The downgrade reflects BAS's much weaker than expected operating
performance, which Moody's believe will continue into 2010.  The
dramatic drop in upstream spending has severely impacted the
demand for BAS' services including a major decline in maintenance
services, which typically are more durable even in cyclical
downturns.  As a result, leverage is expected to substantially
increase by year-end due to a declining EBITDA and is expected to
increase to levels well beyond the expectation to hold the Ba3
rating.  In addition, Moody's anticipates Basic will not be able
to meet its covenant requirements under its senior secured
revolving credit facility as early as the third quarter and no
later than Q4'09.  While the bond offering will repay the revolver
borrowings and leave the company with at least $160 million of
cash on hand, if BAS cannot obtain a waiver from its revolver
lenders, its overall liquidity profile will be weakened as it will
not have continued access to its revolver.

Moody's estimates that currently 25% of BAS rigs are stacked and
the utilization rate on the total fleet is running below 50%.  BAS
dramatic cost cutting measures of downsizing 25% of its labor
force and reducing wages across the board since the beginning of
the year not been able to offset the dramatic decline in operating
Income.  With utilization down so much and pricing for its
services continue to face pressure, Moody's estimate the company's
margins have fallen to near cash break-even levels and that any
further margin pressure could lead to negative earnings and cash
flows.

The negative outlook considers the uncertainty regarding the
status of the company's revolving credit facility as well as the
expectation of continued weakness in BAS' businesses.  Despite
BAS' position as the third largest provider of important workover
services in North America, there is no clear visible catalyst for
near-term improvement in the business.  While there are
preliminary signs that activity may have started to bottom and
well services is still needed to keep existing productive wells
producing, it is too early to determine when demand will improve
and could result in company's leverage remaining at very high
levels into 2010.  If business conditions do not improve by year-
end and the company's operating performance and leverage profile
continue to deteriorate, the ratings could be downgraded further.

The note ratings were lowered to B3, one notch below the CFR.
While the company is expected to be in violation of the revolving
credit facility's covenants, the facility is currently in place
with some access, and the possibility remains that the company may
either obtain waivers or replace the facility with a new one.
However, if the facility is terminated and is either replaced with
a smaller one or the company's goes without a credit facility, the
notes could be upgraded to the CFR.

Basic's liquidity profile is adequate to cover its cash needs over
the next four quarters.  The company will have approximately $160
million of cash on hand pro forma for the notes offering and
revolver borrowings being repaid.  Given that BAS can reduce its
capital spending needs to very low levels (especially since a
large position of its services rigs are new or refurbished), the
this cash along with Moody's estimates of EBITDA should be
sufficient to cover its planned capex of about $32 million,
interest costs of more than
$44 million, and lower working capital needs for at least the next
12 months.

The last rating action for Basic was on April 28, 2009, when
Moody's changed the outlook to negative, assigned a Ba1 rating to
the Tranche B of the company's amended secured revolving credit
facility, while affirming the existing ratings.

Basic Energy Services is headquartered in Midland, Texas.


BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Midland, Texas-based Basic Energy Services Inc. to 'B+'
from 'BB-' and assigned its 'B+' rating and '4' recovery rating to
$225 million in proposed senior notes due 2017.  The outlook is
negative.

At the same time S&P took these actions on Basic's issue-level
ratings:

S&P lowered its issue-level rating on Basic's existing senior
unsecured notes to 'B+' (the same as the corporate credit rating
on the company) from 'BB-'.  The recovery ratings on Basic's
unsecured issues remain unchanged at '4', indicating S&P's
expectations for average recovery (30%-50%) of principal in a
payment default.

S&P lowered its ratings on Basic's senior secured facility to 'BB'
(two notches higher than the corporate credit rating) from 'BB+'.
The recovery rating on the senior secured facility remains
unchanged at '1', indicating S&P's expectations of very high
recovery (90%-100%)of principal in a payment default.

"The downgrade of the corporate credit rating to 'B+' from
'BB-' primarily reflects S&P's concern that continued weakness in
core U.S. oilfield services markets will cause Basic's credit
measures to deteriorate to levels outside of S&P's previous
expectations for the 'BB-' corporate rating over the near-to-
intermediate term," said Standard & Poor's credit analyst Jeffrey
Morrison.  Basic will use proceeds from its proposed $225 million
senior notes to repay amounts outstanding ($180 million as of
latest public filings)under its
$225 million credit facilities and for general corporate purposes.

Pro forma the new $225 million senior notes offering, S&P expects
Basic's total book debt (including capital leases) to increase to
$530 million from $485 million at the end of the first quarter.

The ratings on oilfield service provider Basic reflect its
participation in highly cyclical and competitive U.S. oilfield
service markets, a substantially weaker near-term industry
outlook, and the potential for financial covenant issues to arise
later in 2009.  In S&P's view, improved near-term liquidity
following the new senior notes offering, significant capital
spending flexibility during industry downturns, and expectations
of some free cash flow in 2009 (due to continued working capital
reductions)only partially offset these concerns.

The negative outlook reflects S&P's concern that continued
weakness in core U.S. oilfield services markets over the near term
could continue to pressure Basic's credit quality if industry
conditions do not show signs of stabilizing (or improving) over
the second half of the year.  Stabilization of ratings at the
current 'B+' level would necessitate several quarters of
strengthening equipment utilization, margins, and cash flow.


BBZ RESOURCE: Beck's to Help Co. Make Good on Gas/Food Promo
------------------------------------------------------------
Mark Glover at Sacramento Bee reports that Beck's Furniture is
working with My Free Travel to make good on a free gas/groceries
promotion overseen by BBZ Resource Management, Inc.

According to Sacramento Bee, California residents who shopped
Beck's Furniture months ago to qualify for the BBZ Resource
gas/grocery cards have complained about weeks-long delays in
getting the promised free goods.

Beck's Furniture Executive Vice President Tod Paxton said that it
has contracted through a broker to turn the gas/grocery program
over to My Free Travel, Sacramento Bee relates.  Citing Mr.
Paxton, the report states that My Free Travel is insured and has
taken steps to guarantee local customers the gas/grocery benefits
once handled by BBZ.  "When we were informed of an increase in
calls to customer service . . . we became concerned about the time
lag and started looking into it.  What's going to happen is that
new redemption cards will be issued.  Our customers will get what
they were promised.  It's all in motion," the report quoted Mr.
Paxton as saying.

Citing Mr. Paxton, Sacramento Bee states that Beck's Furniture is
sending out letters to clients who took advantage of the
gas/groceries offer to let them know that they will be receiving
the promised benefits.  Beck's Furniture said that more than 100
clients are affected, Sacramento Bee reports.

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

The Company filed for Chapter 11 bankruptcy protection on
June 29, 2009 (Bankr. D. Ariz. Case No. 09-14825).  Daniel E.
Garrison, Esq., at Law Offices of Daniel E. Garrison PLLC assists
the Company in its restructuring efforts.  The Company listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.


BERNARD MADOFF: Picard Wants Default Judgement vs. Vizcaya, Harley
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Irving H. Picard, the
trustee liquidating Bernard L. Madoff Investment Securities Inc.,
has filed separate requests before the U.S. Bankruptcy Court for
the Southern District of New York for default judgements against
Vizcaya Partners Ltd. and Harley International (Cayman) Ltd. for
failing to timely answer complaints against them.

In April 2009, filed a lawsuit before the U.S. Bankruptcy Court
for the Southern District of New York to recover a $150 million
payment in October 2008 to Vizcaya Partners Ltd. and a Gibraltar
bank, citing that it was a preferential transfer.  The lawsuit
says Vizcaya invested $327 million with Madoff since January 2002.

In May, Mr. Picard sued Harley International (Cayman) Limited to
recover $1,072,800,000 the latter received from Madoff from
June 23, 2004, until Dec. 11, 2008.  Harley, according to Mr.
Picard, received avoidable transfers from BLMIS.  Harley, the
trustee alleged, "knew or should have known that its account
statements at BLMIS did not reflect legitimate trading activity
and that Madoff was engaged in fraud."  The complaint said that
from at least 1996 until 2008, Harley received unrealistically
high and consistent annual return -- approximating 13.5% -- in
contrast to the vastly larger fluctuations in the S&P 100 Index on
which Madoff's trading activity was purportedly based during the
time period.

                       About Bernard Madoff

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

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

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

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

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


BOOKER COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Booker T. Community Outreach, Inc.
        1401 Sherrouse Street
        Monroe, LA 71203

Bankruptcy Case No.: 09-31426

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Monroe)

Debtor's Counsel: William L. Melancon, Esq.
                  102 Versailles Blvd., Suite 700
                  Lafayette, LA 70501
                  Tel: (337) 233-8600
                  Fax: (337) 233-8609
                  Email: william@wmelancon.com

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

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

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

          http://bankrupt.com/misc/lawb09-31426.pdf

The petition was signed by Esther Gallow, president of the
Company.


BRIAN HECKER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Brian C. Hecker
               Tammy K. Hecker
               11218 Winn Road
               Riverview, FL 33569

Bankruptcy Case No.: 09-14585

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

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

      http://bankrupt.com/misc/flmb09-14585.pdf

The petition was signed by the Joint Debtors.


BROADSTRIPE LLC: Has Final DIP Financing Approval After 6 Months
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Broadstripe LLC final approval to access $15 million of debtor-in-
possession financing.

According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors in Broastripe's case had asked
the U.S. Bankruptcy Court for the District of Delaware to deny
final approval of the Company's DIP financing from affiliates of
Highland Capital Management LP.  The Creditors Committee argued
that the terms of the financing are intended to stop the committee
from suing the lenders by preventing Broadstripe from paying the
Committee's expenses in connection with a lawsuit.  The Committee
pointed to two occasions when Highland unsuccessfully attempted to
prevent the payment of its expenses.

As reported by the Troubled Company Reporter on January 8, 2009,
the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Broadstripe LLC and its
debtor-affiliates to obtain, on an interim basis, up to $6 million
in postpetition financing under the senior secured superpriority
debtor in possession credit agreement dated Jan. 2, 2009, with a
syndicate of financial institutions, including The Bank of New
York Mellon, as administrative agent.  Judge Sontchi also
authorized the Debtors to access cash collateral securing
repayment of secured loan to The Bank of New York and NexBank SSB.
The Debtors are party to (i) a second amended and restated first
lien credit agreement dated July 28, 2006, with the Bank of New
York, and (ii) a second lien credit agreement dated July 28, 2006,
with NexBank.

The first lien credit facility consists of a revolving credit
facility and a term loan, which bear interest at the Base Rate
plus the applicable rate for portions and the Eurodollar rate plus
applicable rate.  As of Dec. 31, 2008, the amount outstanding
under (i) the credit facility was $10.2 million priced at LIBOR
plus 7%, and (ii) the term loan was $170.6 million -- excluding
incurred but unpaid expenses -- priced at LIBOR plus 7%.  On the
one hand,  the second lien credit facility comprised of two term
loans: term loan C and term loan D, which provide for cash
interest to be paid on the term loans in an amount equal to LIBOR,
and PIK interest accrued on the term loans for the balance.  In
March 2008, the PIK interest terms of the loans were made
consistent and now accrue at 14.5% per annum under the first
amended second lien credit facility.  As of Dec. 31, 2008, the
total aggregate amount under the loans was about $102.1 million --
excluding incurred but unpaid expenses.  The first lien credit
facility is secured by first liens on and security interest in
substantially all of the Debtors' assets while the other facility
is secured by second priority liens on and security interest in
substantially all of the Debtors' assets.

The DIP credit agreement provides as much as $15 million in
financing on a final basis.  Proceeds of the facility will be used
for working capital and other corporate purposes of the Debtors in
the ordinary course of its business in accordance with the
proposed budget.  The credit agreement will mature on the earlier
of:

   a) 180 days after the Debtors' bankruptcy filing otherwise
      extended by the DIP lenders to a date no later than 270
      days after their bankruptcy date; or

   b) the consummation of an approved plan for any loan party.

The DIP facility incurs interest at prime rate plus 9%.

The DIP agreement is subject to carve-out to pay (1) statutory
fees to the U.S. Trustee; (ii) fees payable to the clerk of the
Court; and (iii) accrued and unpaid fees and expenses, in an
amount not to exceed $500,000, incurred by professionals retained
by the Debtors.

The lenders will be granted superpriority administrative claims
status to secure the Debtors' DIP Obligations.

A full-text copy of the senior secured superpriority debtor in
possession credit agreement dated Jan. 2, 2009, is available for
free at http://ResearchArchives.com/t/s?376c

                       About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Ashby & Geddes, and Gardere Wynne Sewell
LLP represent the Debtors in their restructuring efforts.  The
Debtors proposed FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million in their petition.


BSML INC: March 28 Balance Sheet Upside-Down by $3 Million
----------------------------------------------------------
BSML Inc. disclosed in a filing with the Securities and Exchange
Commission its results for quarter ended March 28, 2009.

At March 28, 2009, the Company's balance sheet showed total assets
of $6.9 million and total liabilities of $9.9 million resulting in
a stockholders' deficit of $3.0 million.

For 13 weeks ended March 28, 2009, the Company posted net loss of
$598,000 compared with net loss of $576,000 for the same period in
the previous year.

To date, the Company has yet to achieve profitability.  The
Company had an accumulated deficit of $178,901,000 and working
capital deficiency of $6,749,000 as of March 28, 2009.  At March
28, 2009, the Company had $25,000 in unrestricted cash and cash
equivalents.  The Company's principal sources of liquidity
historically have been proceeds from issuance of common stock and
debt and related financial instruments.  The Company is not
certain if its cash will be sufficient to maintain operations of
the continuing company at least through the next year due to the
uncertainty of the Company's ability to generate positive cash
flow from the Centers business operations.  Additional financing
of $2,500,000 to expand the Company's core operations has been
completed and revenues from additional spa operations would help
the Company to build a positive cash flow.

The Company cannot provide assurance that it can become
profitable.  If it cannot become profitable, and without
additional financing, which may be impossible to secure, the
Company may not have sufficient liquidity to support its operating
requirements through 2009.  Accordingly, BSML management relates
that these factors raise substantial doubt as to whether the going
concern basis of accounting reflected in these financial
statements continues to be appropriate.  The company's liquidity
projections may improve or deteriorate depending on these changing
conditions.

A full-text copy of the Form 10-Q is available for free at
http://ResearchArchives.com/t/s?3ec5

                        About BSML Inc.

Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.

                      Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about BSML Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditor noted that the Company has yet to achieve
profitability.  The Company had an accumulated deficit of
$177.9 million and working capital deficiency of $5.7 million as
of June 28, 2008.  The Company's net loss and net cash used by
operating activities were $1.3 million and $5.0 million,
respectively, for the twenty-six weeks ended June 28, 2008.  At
June 28, 2008, the company had $243,000 in unrestricted cash and
cash equivalents.  The Company is not certain if its cash will be
sufficient to maintain operations of the continuing company at
least through the next year due to the uncertainty of the
Company's ability to generate positive cash flow from the Centers
business operations.


BUTLER SERVICES: Can Access GECC $30-Mil. Loan on Final Basis
-------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Butler Services International Inc.
and its debtor-affiliates to access $30 million in debtor-in-
possession financing from General Electric Capital Corporation, as
administrative and collateral agent.

The Debtors owe $20,155,000, including $1,970,000 under letters of
credit, to first lien lenders, led by GECC.  The Debtors also owe
$22 million, inclusive of interest, in term loans to second lien
lenders, led by Monroe Capital Management Advisors LLC as lender
and agent.  The Debtors' obligations under the GECC facility are
senior to liens on the Debtors' assets securing the Monroe
facility.

The Debtors, in their request for DIP financing, said they have no
unencumbered assets and do not have sufficient cash collateral to
pay all postpetition expenses, including payroll obligation to
1,500 employees, thus the financing is necessary to continue
operating their business.

The Debtors will use the proceeds of the borrowing under the DIP
Financing to (i) pay its prepetition debt to First Lien Lenders,
(ii) fund ongoing working capital and general corporate needs
during the Chapter 11 cases, (iii) pay fees of professionals, (iv)
pay other bankruptcy-related costs, and (v) pay fees and expenses
owed to GECC.

The salient terms of the DIP financing are:

    Borrowers:        Butler Service Group Inc.

    Guarantors:       Butler Services International, Inc.,
                      Butler International Inc. and other
                      Affiliates

    Agent and Bank:   General Electric Capital Corporation

    Commitment:       $30 million revolving credit facility

    Interest:         Interest on advances to accrue at a rate
                      per annum equal to: (1) Index Rate plus
                      7.75%; (2) Libor Rate plus 8%; or (3)
                      Commercial Rate plus 8%, computed on the
                      basis of a 360-day year

    Security          The obligations under the DIP Facility
                      will have priority over any and all
                      administrative expenses, and will be
                      deemed immediately secured by valid,
                      binding, continuing, enforceable, fully
                      perfected and unavoidable first priority
                      senior priming security interests and
                      liens in and on all property and assets
                      of the Debtors.

    Default Rate:     Applicable interest rate plus 2%

    Commitment Fee:   $250,000 payable to Agent

                       About Butler Services

Butler Services International Inc. has been in the business of
providing outsourcing, project management and technical
augmentation services for over 60 years.  The Debtors also provide
(i) fleet services, primarily to certain key telecommunications
services clients, and (ii) ideas, strategies and tactics to
executive leaders for building more effective organizations
through the publication of Chief Executive Magazine.  Its
worldwide corporate headquarters are located in Fort Lauderdale,
Florida.  A non-debtor affiliate maintains an office in Hyderabad,
India, from which the Debtors provide offshore service delivery.
Butler International Inc. is a publicly owned entity whose common
stock is traded on the Pink Sheets.

Butler Services, together with publicly traded unit Butler
International Inc. and other affiliates, filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Del. Case No.
09-11914).   The Debtors have tapped Moses & Singer LLP as
bankruptcy attorneys and Bayard, P.A., as co-counsel.  The Debtors
are also employing RAS Management Advisors, LLC, as chief
restructuring advisor, Venturi & Company LLC, as investment
banker, J.H. Cohn LLP, as interim accounts, and Donlin Recano &
Company Inc. as claims and noticing agent.  The Creditors
Committee is represented by Potter Anderson & Corroon LLP.


CANDIA SAND & GRAVEL: Case Summary & 9 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Candia Sand & Gravel, LLC
        321 Route 27
        Raymond, NH 03077

Bankruptcy Case No.: 09-12525

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Ann Miles Builders, Inc.                           09-12526

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Eleanor Wm Dahar, Esq.
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: (603) 622-6595
                  Email: edahar@worldnet.att.net

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

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

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

      http://bankrupt.com/misc/nhb09-12525.pdf

The petition was signed by Kevin Cole, manager member of the
Company.


CANWEST GLOBAL: Will Hold Conference Call on Q3 Results Friday
--------------------------------------------------------------
Canwest Global Communications will hold a teleconference call to
review its third quarter and first nine months financial results
for the 2009 fiscal year on Friday, July 10, 2009, at 10:00 a.m.
Eastern Time.

Canwest's President and Chief Executive Officer, Leonard Asper
will be joined by John Maguire, Chief Financial Officer and other
Canwest executives.  Formal remarks will be followed by a question
and answer session.

A news release will also be issued on July 10, 2009.

Bondholders of the Limited Partnership are also invited to
participate in the teleconference call of Canwest Global
Communications Corp., to review third quarter and first nine
months financial results for the 2009 fiscal year.

Media are reminded they may participate in a listen-only mode.

Conference Call-In Number:  416-644-3414 or 800-732-9307

On June 30, Canwest Global said Canwest Media Inc. is continuing
discussions with the members of an ad hoc committee of 8%
noteholders of CMI regarding a recapitalization transaction.  The
holders of the new 12% senior secured notes of CMI and Canwest
Television Limited Partnership as well as CIT Business Credit
Canada Inc., the provider of a senior secured revolving asset-
based loan facility to CMI, have agreed to extend to July 17,
2009, the date by which CMI must reach an agreement in principle
with members of the Ad Hoc Committee in respect of a
recapitalization transaction, as well as certain other milestones
that were to be achieved by June 30, 2009.  The date by which CMI
must enter into a definitive agreement in respect of a
recapitalization transaction has been extended to July 31, 2009.

CMI and the members of the Ad Hoc Committee have also entered into
a further extension agreement and forbearance to July 17, 2009.

Also on June 30, Canwest Global said its subsidiary, Canwest
Television Limited Partnership has entered into an agreement to
sell CHCH-TV in Hamilton and CJNT-TV in Montreal to an affiliated
company of television broadcaster Channel Zero Inc.  CHCH and CJNT
are two of the five conventional television stations that were
previously announced to be part of a strategic review of certain
Canadian conventional television stations undertaken by the
Company.  The purchase price was not disclosed.

"We believe that this sale, once complete, will represent the best
opportunity for these stations, the communities they serve and the
employees who work there," Canwest Broadcasting President Peter
Viner said.  "Despite considering a number of strategic
alternatives, we concluded that without new ownership, these
stations would have to be closed."

The sale is conditional upon, among other things, approval of the
Canadian Radio-television and Telecommunications Commission.
Channel Zero, an independent Canadian television broadcaster,
intends to file applications with the CRTC requesting approval of
the transfer of control of the station's licences under terms and
conditions similar to those contained in Canwest's current
licences, including commitments to air 13.5 hours of local ethnic
programming per week at CJNT and 36.5 hours of local programming
per week at CHCH.

Channel Zero has also agreed to offer employment to all current
employees of the stations.  The sale is further conditional upon
securing a renewal of the CHCH's collective bargaining agreement
to provide one year of labor stability for the new owner. The
renewal is intended to maintain all current provisions with the
exception of certain changes that will impact employees' pensions
and benefits. Satisfaction of this condition will require
discussions with the Communications, Energy & Paperworkers Union
of Canada.

In February 2009, Canwest decided to focus its conventional
television strategy on its Global Television brand.  This decision
resulted in a strategic review of CHCH, CJNT, CHCA-TV in Red Deer,
CHBC-TV in Kelowna and CHEK-TV in Victoria.  The Company continues
to consider a sale of the three remaining stations.

            About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 on news the company decided to not make payments totalling
$10 million due under its senior secured credit facility on May
29, 2009, the end of the company's fiscal quarter.  This suggests
that CLP has chosen to force the issue with its bank lenders, and
is also likely an indication that ongoing negotiations with the
bank lenders were not going well, according to Moody's.  Given the
recent experience of CLP's parent company, Canwest Media Inc.,
this step was likely unavoidable.  Since the payment includes a
principal component and there is no cure period, the bank credit
facility is now in default.  The lenders have not accelerated
repayment.

The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'.  S&P also lowered the rating on the
company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.  The recovery ratings on the debt obligations are
unchanged.


CARL REINHART: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carl H. Reinhart
           aka Carl H. Reinhart, Jr.
        19312 Fisher Lane
        Santa Ana, CA 92705

Bankruptcy Case No.: 09-16774

Chapter 11 Petition Date: July 7, 2009

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

Judge: Theodor Albert

Debtor's Counsel: R G Pagter, Esq.
                  Pagter and Miller
                  525 N Cabrillo Pk Dr, Ste 104
                  Santa Ana, CA 92701
                  Tel: (714) 541-6072
                  Fax: (714) 541-6897
                  Email: gibson@pagterandmiller.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. Reinhart's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-16774.pdf

The petition was signed by Mr. Reinhart.


CFM U.S.: Court Approves Settlement on Dismissal of Case
--------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the settlement that
CFM U.S. Corp. reached with Ontario Teachers Pension Plan Board
was morphed into an agreement for payment of costs of the Chapter
11 effort so the case can be dismissed in late 2009 without
confirming a plan.  In April, CFM revised last year's settlement
with the OTPPB to carve out some cash for professionals and
unsecured creditors.  The U.S. Bankruptcy Court of the District of
Delaware authorized the dismissal of the case around the end of
the year after administrative expense claims are resolved and
paid.

As reported by the TCR on Feb. 11, 2009, CFM U.S. proposed a
liquidating plan.  It later opted not to proceed with the plan,
and instead mulled on having its estate run by a trustee under
Chapter 7.

CFM announced in December that a settlement was reached in a
lawsuit brought by the creditors' committee against Ontario
Teachers Pension Plan Board, the head of a group that took the
company private in April 2005.  The settlement, according to
Mr. Rochelle's report, is to provide the foundation for a
liquidating Chapter 11 plan that was scheduled to be filed by the
end of January.  The settlement and plan would have also provided
for wrapping up proceedings begun simultaneously in Canada for
protection from creditors in the Ontario Court of Justice under
the Companies' Creditors Arrangement Act.  CFM, however, said that
the plan was blown apart by a $42 million tax claim and a
$9.1 million claim by a union pertaining to a pension plan,
Mr. Rochelle said.

At the behest of the bankruptcy judge, the parties returned to
talks and reached the revised settlement submitted to the
Bankruptcy Court on April 21.

The Company's $20 million in cash is claimed by OTPPB to be
collateral for its $300 million secured claim.  The new
settlement will turn over $3.85 million to pay some of the
unsecured claims plus priority claims and fees of professionals.
The OTPPB will take the remaining cash.

CFM has consummated the sale of substantially all of its assets.
According to Bloomberg, CFM was authorized in July to sell most of
the assets for $42.5 million after selling other assets in May to
two buyers for $4.6 million.  It was permitted in August to sell
real estate in Huntington, Indiana, for $2 million.

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.


CHESTER DOWNS: Moody's Assigns 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's assigned a B3 Corporate Family Rating and Probability of
Default Rating to Chester Downs and Marina, L.L.C.  Moody's also
assigned a B3 rating to the company's proposed $230 million first
lien term loan.  All ratings are subject to receipt and review of
final documentation.  The rating outlook is stable.

Approximately 74% of the term loan proceeds will be used to repay
inter-company debt owed to Harrah's Operating Company, Inc., a
wholly-owned subsidiary of Harrah's Entertainment, Inc.
(Caa3/negative).  The remaining proceeds will be used to redeem
partnership interests of other partners in Chester.  On a pro
forma basis, Harrah's Operating Company, Inc. will own
approximately 95% of Chester.

The ratings consider single property concentration risk, expected
further increase in gaming supply in the company's primary market
area, and a weak macro-economic environment that is expected to
continue to pressure consumers' gaming budgets.  Positive ratings
consideration is given to the population density and favorable
demographics of Chester's primary market area along with the
company's moderate leverage.  Pro forma debt/EBITDA after
management fees and excluding targeted cost savings is about 3.8
times.  The ratings also acknowledge that the term loan will be
the sole obligation of Chester and will not be subject to cross-
default or cross acceleration with liabilities of Harrah's
Operating Company, Inc., and Harrah's Entertainment, Inc.

The stable rating outlook anticipates that Chester 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 challenging economic environment.

First time ratings assigned:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at B3
  -- $230 million first lien term loan at B3 (LGD 4, 51%)

Chester operates a racetrack casino located in Chester,
Pennsylvania, about 15 miles south west of Philadelphia.  The
Company generates annual net revenue of about $350 million.

                           *     *     *

Standard & Poor's simultaneously assigned ratings to Chester
Downs, with a corporate rating of 'CCC+', a notch lower to Moody's
'B3'.


CHESTER DOWNS: S&P Assigns 'CCC+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Chester, Pennsylvania-based gaming operator
Chester Downs and Marina LLC.  The rating outlook is developing.

At the same time, S&P assigned Chester Downs and Marina's planned
$230 million senior secured term loan maturing in June 2016 S&P's
issue-level rating of 'B' (two notches higher than the 'CCC+'
corporate credit rating on the company).  S&P also assigned the
loan a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery for lenders in the event of a
payment default.  (These ratings are based on preliminary terms
and conditions.)

The company intends to use proceeds from the term loan to
refinance existing indebtedness and to fund the purchase of
Chester Downs and Marina's partnership interests, which will
increase Harrah's Operating Co. Inc.'s ownership in the company to
95% from about 67%.

"The 'CCC+' corporate credit rating on Chester Downs and Marina
reflects the aggressive financial policy and weak credit quality
of Harrah's Entertainment Inc. -- the indirect majority owner and
property manager," noted Standard & Poor's credit analyst Ben
Bubeck.

Pro forma for the proposed transaction, HET's ownership stake,
through its wholly owned subsidiary Harrah's Operating Co. Inc.,
in Chester Downs and Marina will grow to 95% from about 67%.
Given this substantial majority controlling position, S&P views
the credit quality of Chester Downs and Marina to be linked to the
credit quality of HET.  S&P is concerned that a bankruptcy at HET
could cause a bankruptcy at Chester Downs and Marina, despite its
relatively moderate financial burden.  S&P believes that HET could
determine it to be in its best interest to include Chester Downs
and Marina in a broader bankruptcy proceeding, and management
could accomplish this by buying out the minority investors for a
relatively insignificant sum.  While a call right relative to this
interest does not currently exist, S&P anticipates such a
transaction could occur through negotiation.

Still, as a stand-alone entity, despite its limited diversity as
an operator of a single gaming property and S&P's expectation for
increased competitive pressures over time as the Philadelphia-area
gaming market expands, a moderately leveraged capital structure,
minimal capital spending needs, and strong market demographics
offer credit strength that would otherwise be supportive of a
higher rating.  In addition, S&P believes the inclusion of this
property in Harrah's Total Rewards player network offers some
competitive advantages.

As a private company, Chester Downs and Marina does not publicly
release its financial results.  However, the proposed $230 million
term loan would result in a moderately leveraged capital
structure.  Still, despite a business and financial risk profile
that would likely support a higher rating, the rating on Chester
Downs and Marina is linked to S&P's rating on HET
(CCC+/Developing/--), which reflects a highly leveraged financial
risk profile and a very aggressive financial policy.

                           *     *     *

Moody's simultaneously assigned ratings to Chester Downs, with a
corporate rating of 'B3', a notch higher from S&P's 'CCC+'.


CHILI WILLI'S: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Chili Willi's Inc.
        1315 4th Ave.
        Huntington, WV 25701

Bankruptcy Case No.: 09-30526

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  Klein & Hall Attorneys, L.C.
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  Email: sydney@kleinhall.com

Total Assets: $18,000

Total Debts: $1,371,632

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

          http://bankrupt.com/misc/wvsb09-30526.pdf


CHINESEWORLDNET.COM: Posts $950,123 Net Loss for 2008
-----------------------------------------------------
ChineseWorldNet.com Inc. disclosed in a filing with the Securities
and Exchange Commission its financial results for the year ended
December 31, 2008.

At December 31, 2008, the Company's balance sheet showed total
assets of $2,104,383, total liabilities of $621,072 and
stockholders' equity of $1,483,311.

For the year ended December 31, 2008, the Company posted net loss
of $950,123 compared with net income of $108,354 for the same
period in the previous year.

As of December 31, 2008, the Company had cash and cash equivalents
of $684,232 and short-term investments in the bank of $1,291,726.
As of that date, the Company did not have any outstanding debt or
line of credit.  The Company believes that its current cash, cash
equivalents, and cash flow are sufficient to satisfy our cash
requirements to further expand its business and other future
development in Asia for the next few years.  The Company's primary
cash requirements relate to its operational expenses.  The
Company's principal sources of funding consist of advances from
related parties in fiscal 2005 and fiscal 2003, and advances from
non-related parties in fiscal 2004.

                        Going Concern Doubt

On May 29, 2009, Chang Lee LLP in Vancouver, Canada, raised
substantial doubt about Chineseworldnet.com Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended December 31, 2007 and 2008.  The
auditor pointed that the Company has incurred recurring losses
from inception and requires additional financing for its intended
business operations.

A full-text copy of the Form 20-F is available for free at
http://ResearchArchives.com/t/s?3eca

                    About Chineseworldnet.com

Based in Vancouver, B.C., ChineseWorldNet.com Inc. (OTCBB: CWNOF)
-- http://www.chineseworldnet.com/-- a financial Web-based portal
that provides financial information and financial management tools
to the Chinese community in North America.  The company operates
chineseworldnet.com, a portal that provides financial news and
information on North American blue chip and large cap S&P 500
public companies listed or quoted on the New York Stock Exchange,
the American Exchange, NASDAQ, and Toronto Stock Exchange, as well
as Shanghai Stock Exchange and Shenzhen Stock Exchange, and
Taiwanese companies; markets news by an in-house editorial team,
with Hong Kong company; and markets news provided by its partners.
It provides conference, organizing services through exhibition
booths and presentation sessions; and operates Rong Zhi Tong
Online, a platform that offers search functions, news update,
events announcement, and knowledge exchange to private and public
companies, investment bankers and research analysts, investor
relations and stockbrokers, lawyers, and accountants, as well as
professionals from exchanges and other sectors.  The Company was
founded in 2000.


CHRYSLER LLC: Financial Announces Restructuring of Operations
-------------------------------------------------------------
In light of declining vehicle sales, tight capital markets and the
decision to shift Chrysler Group LLC subvented retail business to
GMAC, Chrysler Financial announced today it will restructure its
business operations to align operating expenses with current
revenue expectations.  The impact of the realignments will have
the effect of reducing the Company's total workforce by about nine
percent.

Chrysler Financial said that effective June 30, there will be
workforce reductions in each of the Company's eight Business
Centers and at the Corporate Headquarters in Farmington Hills,
Michigan.  Through this restructuring, all U.S. retail credit
acquisition activities will be consolidated into the Great Lakes
Business Center in Auburn Hills, Michigan.  In addition, the
Company is also announcing the closure of its Kansas City Customer
Contact Center in Overland Park, Kansas, effective August 31,
2009.

"While these were difficult decisions to make, they are necessary
in light of our declining portfolio," said Tom Gilman, Chairman
and CEO - Chrysler Financial.  "We have made every effort to limit
the number of job losses and to ensure the affected employees are
treated fairly."

As a standalone financial services organization, the Company
continues to offer dealership insurance and consumer retail
financing products, and to service and collect on its on-going
loan portfolio of about $45 billion.  Chrysler Financial will
continue to evaluate its business operations to ensure operating
expense targets are in proper alignment with revenue
opportunities.

                     About Chrysler Financial

Chrysler Financial offers automotive financial products and
services to both dealers and consumers of Chrysler, Jeep(R) and
Dodge vehicles in the U.S., Canada, Mexico and Venezuela.  In
addition, it offers vehicle retail financing to more than 3,000
Chrysler, Jeep and Dodge dealers.  Currently, nearly two million
drivers in the United States enjoy the benefits of financing with
Chrysler Financial.  Chrysler Financial has a total workforce of
more than 3,900 and supports a global portfolio of nearly
$45 billion.  For more information, visit:

                http://www.corp.chryslerfinancial.com

                        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: Fitch to Rate Financial Unit's Series 2009-A
----------------------------------------------------------
Fitch Ratings said June 30 it expects to assign these ratings to
Chrysler Financial Auto Securitization Trust, Series 2009-A:

    -- $412,000,000 class A-1 'F1+';
    -- $121,200,000 class A-2 'AAA'; Outlook Stable; and
    -- $730,200,000 class A-3 'AAA'; Outlook Stable.

The presale report is available to all investors on Fitch's
corporate site http://www.fitchratings.com. For more information
about Fitch's comprehensive subscription service FitchResearch,
which includes all presale reports, surveillance, and credit
reports on more than 20 asset classes, contact product sales at
+1-212-908-0800 or at http://www.webmaster@fitchratings.com.

Fitch's rating definitions and the terms of use of such ratings
are available on the agency's public site,
http://www.fitchratings.com. Published ratings, criteria and
methodologies are available from this site, at all times.  Fitch's
code of conduct, confidentiality, conflicts of interest, affiliate
firewall, compliance and other relevant policies and procedures
are also available from the 'Code of Conduct' section of this
site.

                        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: Small-Car Chief Engineer Schell Leaves Post
---------------------------------------------------------
Chrysler Group LLC spokesman Rick Deneau said the executive who
was to oversee the development of small cars engineered by Fiat
S.p.A. is leaving for another, undisclosed company, The Detroit
News reported.

Andreas Schell leaves Chrysler's engineering management team weeks
after his appointment as head of innovation and concept vehicles
as part of a restructuring of the automaker.  Mr. Schell was also
in charge of Chrysler's important electric vehicle program, the
report said.

Chrysler has not yet had a chance to make contingency plans,
according to the report.

                        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)


CHUCK'S CONSTRUCTION: Case Summ. & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Chuck's Construction Co., Inc.
        PO Box 1380
        Little River, SC 29566

Bankruptcy Case No.: 09-05005

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Kevin Campbell, Esq.
                  PO Box 684
                  890 Jonnie Dodds Blvd
                  Mt. Pleasant, SC 29465
                  Tel: (843) 884-6874
                  Email: kcampbell@campbell-law-firm.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/scb09-05005.pdf

The petition was signed by William C. Bellamy, president of the
Company.


COBBLESTONE ESTATES: BNYM Asks Court to Dismiss Case
----------------------------------------------------
The Bank of New York Mellon asks the U.S. Bankruptcy Court for the
Eastern District of New York to dismiss Cobblestone Estates, Inc.,
pursuant to section 1112(b) of the Bankruptcy Code.

In support of its motion for dismissal, The Bank of New York
Mellon presents these arguments:

  a.  The Debtor has a single, undeveloped and non-income
      producting asset, an approximately 7.02 acre tract of
      land located in Howard Beach, Queens, New York.  The only
      "improvements" on the property are 37 unfinished
      basements on Phase 1 of the Project, which have been left
      unattended and unprotected for over a year.

  b.  The Debtor's sole asset is encumbered by three mortgages
      held by BNYM.  These mortgages secure loans that have an
      aggregate outstanding principal balance in excess of
      $14,000,000, which far exceeds the value of the property.

  c.  BNYM and the Debtor are involved in active state court
      litigation.

  d.  The Debtor has few unsecured creditors that hold an
      insignificant amount of debt.

  e.  The Debtor has failed to pay real estate taxes which as
      of the petition date were approximately $290,000.

  f.  The Debtor has no operations of any kind and has no
      income or expenses, other than its obligations to BNYM
      and to the City of New York and the holders of tax liens
      sold by the City.

  g.  Upon BNYM's information and belief, the Debtor has no
      employees.

The Court has set a hearing for July 20, 2009, at 1:30 p.m. to
consider BNYM'S motion to dismiss the Debtor's Chapter 11 case.
Opposition, if any, to the motion must be filed with the Court so
that it is received no later than 4:00 p.m. (prevailing Eastern
Time) on July 15, 2009.

Based in Huntington Station, New York, Cobblestone Estates, Inc.
is a real estate developer.  The Company filed for chapter 11
relief on February 9, 2009 (Bankr. E.D.N.Y. Case No. 09-70743).
Craig D. Robins, Esq., at the Law Office of Craig D. Robins,
serves as bankrupty counsel.  When the Debtor filed for protection
from its creditors, it listed total assets of $15,050,100 and
total debts of $15,203,000.


CRYOPORT INC: Posts $16.7MM Net Loss in Year Ended March 31
-----------------------------------------------------------
Cryoport Inc. disclosed with Securities and Exchange Commission
its financial results for the year ended March 31, 2009.

For the year ended March 31, 2009, the Company's net loss
increased by $12,141,097 or 266% to $16,705,151 compared with
$4,564,054 for the year ended March 31, 2008.

As of March 31, 2009, the Company's current liabilities of
$4,747,012 exceeded current assets of $1,053,997 by $3,693,015.

Total assets decreased to $1,572,556 at March 31, 2009, from
$3,460,889 at March 31, 2008, mainly as a result of cash funds
used in operating activities and repayment of notes which were
offset by proceeds from the May 2008 Debenture and increases in
inventories and intangible assets .

The Company's total outstanding indebtedness increased to
$6,348,460 at March 31, 2009, from $3,461,070 at March 31, 2008,
primarily from the issuance of the May 2008 Debenture and
subsequent principal increases as the result of debt
restructurings well as from increases in accrued interest on notes
payable to related parties and accrued salaries, which were
partially offset by decreases in accounts payable, notes payable,
notes payable to officer and a decrease in accrued warranty costs.

A full-text copy of the Form 10-K is available for free at
http://ResearchArchives.com/t/s?3ec8

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.

                        Going Concern Doubt

KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2009,
and 2008.  The auditor pointed to the company's recurring losses
and negative cash flows from operations since inception.


DRUG FAIR: Lenders Settle With Creditors Committee
--------------------------------------------------
The official committee of unsecured creditors in Drug Fair Group
Inc.'s Chapter 11 cases has reached a settlement with the Debtors'
lenders.  The Creditors Committee has agreed to withdraw its
complaint asserting that the Debtors' prepetition lenders did not
have valid security interests in leases to stores sold to Walgreen
Co. in exchange for distributions under a liquidating plan for
Drug Fair.  The settlement provides that from the $14.9 million
sale proceeds held in escrow, the lenders will receive $12.4
million, $1.26 million will be reserved to pay administrative
expenses and $1.24 million will be held for unsecured creditors
under a plan.  The U.S. Bankruptcy Court for the District of
Delaware will consider approval of the settlement at a hearing on
July 27.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.

Drug Fair has filed a request for a Nov. 18 extension of its
exclusive period to file a Chapter 11 liquidating plan.

                      About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.


EUROFRESH INC: Gets 2 New Offers; Secured Creditors Sweeten Bid
---------------------------------------------------------------
Eurofresh Inc.'s bankruptcy counsel, Craig Hansen, said that the
Company has received two new offers from a New York-based private
investment firm and a competitor of the Company that partnered
with an investment firm, David Wichner at Arizona Daily Star
reports.

According to Arizona Daily, each of the new offers initially
included $22.5 million in added cash.  The suitors then increased
their cash offers to $33 million after negotiations, the report
says, citing Mr. Hansen.  Mr. Hansen didn't disclose who the new
suitors are, the report states.

Mr. Hansen said that the investor group -- comprising of
Eurofresh's founder and chairperson Johan van den Berg and a group
of the Company's secured creditors -- increased the cash part of
its offer to $45 million, including $35 million toward paying down
the $70 million in bank loans, Arizona Daily relates.  Arizona
Daily states that Eurofresh said that it had reached an agreement
with those investors to reorganize the Company by essentially
exchanging $240 million in debt for new stock.  According to the
report, the group would have infused Eurofresh with $12.5 million
in new cash, about $7.5 million of which would go to pay down $70
million in loans that the Company got in 2008 from a group of bank
lenders.

Citing Mr. Hansen, Arizona Daily relates that Eurofresh, under the
agreement with Mr. van den Berg and noteholders, can entertain
"higher and better bids," and that the original group has the
right to examine competing offers.

Eurofresh's lawyers, according to Arizona Daily, said that the
Company is in talks with Southwest Gas Corp. -- which claimed that
the Company owes about $1.3 million in unpaid bills for natural-
gas service -- and other utilities over payment of past utility
bills and deposits to assure continued service.  A hearing on the
utility matters is for July 17, Arizona Daily reports.

A hearing on Eurofresh's disclosure statement is tentatively set
for July 28, Arizona Daily states.

                       About Eurofresh, Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel.  The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.


FLEETWOOD ENTERPRISES: Wants to Sell Garrett Plant for $1.75MM
--------------------------------------------------------------
Fleetwood Enterprises Inc. asks the U.S. Bankruptcy Court for the
Central District of California authority to sell its manufactured
housing plant in Garrett, Indiana, for at least $1.75 million,
BankruptcyData.com reports.  Adventure Homes LLC is under contract
to buy the plan for $1.75 million, absent higher and better
offers.

BankruptcyData.com says that competing bids must be at least
$102,500 more than the Adventure Homes bid and if Adventure Homes
is not the high bidder, Fleetwood will pay it a $52,500 break-up
fee, which includes expense reimbursement.  The deadline for bids
is August 10, 2009, a hearing on the bid procedures is scheduled
for July 8, 2009, and the sale hearing is scheduled for August 12,
2009, the report relates.

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

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


FOAMEX INT'L: Wayzata Secures $1 Million Reimbursement
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware in
Wilmington has directed Foamex International Inc. to reimburse
Wayzata Investment Partners LLC as much as $1 million, Bloomberg
News' Bill Rochelle reported.

As reported by the TCR on June 25, 2009, Wayzata dropped its
appeal from an order approving the sale of Foamex International
Inc. to MatlinPatterson Global Advisers LLC and Black Diamond
Capital Management LLC but Wayzata wanted reimbursement of $1
million in expenses in connection with its efforts to purchase the
Company.  The U.S. Trustee opposed the request, saying the
official court-authorized auction rules forbade paying anyone a
breakup fee or expense reimbursement.

MaitlinPatterson and Black Diamond won the bidding for Foamex with
a $155 million offer, along with the assumption of some
liabilities.  Wayzata won the first auction for the assets.
However, the auction was reopened, and MatlinPatterson and Black
Diamond emerged as the winning bidder.

Foamex is seeking an August 18 extension of its exclusive period
to propose a Chapter 11 plan.  The Court will consider approval of
the Debtors' first request for an extension on July 16.

Foamex International Inc. -- http://www.foamex.com/--
headquartered in Media, Pennsylvania, produces polyurethane foam-
based solutions and specialty comfort products.  The Company
services the bedding, furniture, carpet cushion and automotive
markets and also manufactures high-performance polymers for
diverse applications in the industrial, aerospace, defense,
electronics and computer industries.

Foamex and eight affiliates first filed for Chapter 11 protection
on September 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  On February 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer, in New
York, represent the Debtors as counsel.  Mark E. Felger, Esq., and
Jeffrey R. Waxman, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represent the Debtors as Delaware counsel.  Investment
banker is Houlihan Lokey; accountant is McGladrey & Pullen LLP;
and claims and noticing agent is Epiq Bankruptcy Solutions LLC.
Sharon L. Levine, Esq., at Lowenstein Sandler, is counsel to the
Official Committee of Unsecured Creditors.  David M. Fournier,
Esq., Evelyn J. Meltze, Esq., and Leigh-Anne M. Raport, Esq., at
Pepper Hamilton LLP, is the Committee's Delaware counsel.  As of
September 28, 2008, the Debtors had $363,821,000 in assets, and
$379,710,000 in debts.


FORD MOTOR: Needs More Equity to Stay Ahead, Breakingviews Says
---------------------------------------------------------------
Ford Motor Co. needs to raise more equity to help it stay ahead,
as General Motors Corp. and Chrysler LLC are quickly emerging from
bankruptcy, The New York Time blog, DealBook, reports, citing
Breakingviews.

Breakingviews said that Ford needs to sell more stock, DealBook
states.  Analysts said that up to $7 billion would be needed,
DealBook relates.

According to DealBook, Breakingviews said that GM and Chrysler are
emerging from Chapter 11 protection with light debt loads.
Citing JPMorgan, DealBook relates that GM will have debt at 1.5
times cash flow, or even less after accounting for the cash on its
books.

DealBook states that Ford has about $26 billion of debt.  Ford,
says DealBook, will soon have $6 billion more in loans from the
Department of Energy to develop fuel-efficient cars.  According to
the blog, Breakingviews said that Ford's debts may reach
$40 billion in 2009, which JPMorgan said is almost four times
earnings before interest, tax, depreciation and amortization.  The
blog, citing Breakingviews, states that the liabilities could
limit Ford's flexibility and its investment in research and
development compared with its cleaned-up peers.  Breakingviews
said that about $10.5 billion in bank loans are due for repayment
in over two years, the blog says.

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

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

                          *     *     *

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

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


FORTUNOFF HOLDINGS: Court OKs $2-Mil. Sale of Marks to Source IP
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Fortunoff Holdings LLC to
sell substantially all of its remaining assets, including its
domain names, customer database and trademark portfolio, to Source
IP Holdco LLP for nearly $2 million, according to Law360.

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- started out as a family-owned
business founded by Max and Clara Fortunoff in 1922, until it
merged with M. Fortunoff of Westbury, L.L.C., and Source Financing
Corporation in 2004.  Fortunoff offers customers fine jewelry and
watches, antique jewelry and silver, everything for the table,
fine gifts, home furnishings including bedroom and bath, fireplace
furnishings, housewares, and seasonal shops including outdoor
furniture shop in summer and enchanting Christmas Store in the
winter.

Fortunoff and its two affiliates filed for chapter 11 petition on
February 4, 2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-
10355) to effectuate a sale to NRDC Equity Partners LLC --
http://www.nrdcequity.com/-- a private equity firm that bought
Lord & Taylor from Federated Department Stores.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.

Fortunoff sold substantially all of their assets, including their
"Fortunoff" and "The Source" trademarks, on March 7, 2008, to NRDC
Equity Partners LLC's H Acquisition LLC, now known as Fortunoff
Holdings LLC.

One year later, Fortunoff Holdings and its affiliate, Fortunoff
Card Company LLC, filed for Chapter 11 protection on Feb. 5, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-10497).  Lee Stein Attanasio,
Esq., at Sidley Austin LLP, represents the Debtors in their
restructuring efforts.  The Debtors proposed Zolfo Cooper LLC as
their special financial advisor and The Garden City Group Inc. as
their claims agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
to $500 million each.


FRONTIER WORLD GROUP: Case Summ. & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Frontier World Group Inc.
           dba Any Glass
        2130 Peachtree Parkway
        Cumming, GA 30041

Bankruptcy Case No.: 09-22783

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
REES 436, LLC                                      09-22786
Trinity II, LLC                                    09-22787

Chapter 11 Petition Date: July 7, 2009

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

Judge: Robert Brizendine

Debtor's Counsel: Stephen H. Block, Esq.
                  Levine, Block & Strickland, LLP
                  2270 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, GA 30326
                  Tel: (404) 231-4567

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

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

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

      http://bankrupt.com/misc/ganb09-22783.pdf

The petition was signed by Hae Sung Lee, vice president of the
Company.


G-I HOLDINGS: Chapter 11 Plan Channels Asbestos Claims to Trust
---------------------------------------------------------------
G-I Holdings Inc. and ACI Inc. delivered the Hon. Rosemary
Gambardella of the U.S. Bankruptcy Court on behalf of G-I Holdings
Inc. a third amended joint Chapter 11 plan of reorganization.

The Plan, as amended, provides for the issuance of a channeling
injunction under Section 524(g) of the Bankruptcy Code that
permanently enjoins all person holding asbestos claims and future
asbestos related demands from pursuing a remedy against the
Company and other protected parties, and channels such claims and
demands to the asbestos trust for resolution and payment.

The plan classifies interests in and liens against the Debtors in
12 groups.

A full-text copy of the third amended joint Chapter 11 plan of
reorganization is available for free at:

               http://ResearchArchives.com/t/s?3ec4

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.


GARRY DURALL: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Garry L. Durall
                56636 Buddy Talley Road
                Bogalusa, LA 70427
               Arlene F. Schwegmann
                417 Virgil Street
                Gretna, LA 70053

Bankruptcy Case No.: 09-12026

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Ronie D. Durall                                    09-12027

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtors' Counsel: Paul Douglas Stewart Jr., Esq.
                  Stewart Robbins LLC
                  P.O. Box 66498
                  Baton Rouge, LA 70896-6498
                  Tel: (225) 343-7288
                  Fax: (225) 709-9467
                  Email: dstewart@stewartrobbins.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 Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/laeb09-12026.pdf

The petition was signed by the Joint Debtors.


GENERAL MOTORS: Court Denies Official Bondholders' Committee
------------------------------------------------------------
General Motors Corporation, its Official Committee of Unsecured
Creditors and Diana G. Adams, United States Trustee for Region 2,
asked the U.S. Bankruptcy Court for the Southern District of New
York to deny an ad hoc committee of family and dissident GM
bondholders' request for the appointment of an official
bondholders' committee.

The Debtors assert that the Creditors' Committee adequately
represents all unsecured creditors including the bondholders.  The
Debtors complain that there is no credible proof or evidence that
the interest of F&D Bondholders are not and cannot be adequately
represented by the Official Committee.  The request of the F&D
Bondholders is aimed simply to attain statutory sanction to cause
the Debtors to pay their fees and expenses in connection with the
Chapter 11 cases, the Debtors tell the Court.

The U.S. Trustee asserts that the F&D Bondholders failed to
demonstrate that the appointment of an official family and
dissident bondholder committee is necessary to adequately
represent the unsecured bondholders' interests.  For one, the U.S.
Trustee points out that the F&D Bondholders have not alleged that
the Creditors' Committee has not been able to function
effectively.  The U.S. Trustee also notes that the Creditors'
Committee's broad spectrum of types of unsecured creditors, which
include two bondholders, has not created a deadlock, or an
impediment to the effective functioning of the Committee.  The
U.S. Trustee also discloses that the F&D Bondholders have not
complied with the disclosure requirements of Rule 2019 of the
Federal Rules of Bankruptcy Procedure.  More importantly, the U.S.
Trustee stresses that the cost of a separate committee will be an
additional burden upon the Debtors' estates and is not justified
under the present circumstances.

The Creditors' Committee asserts that the contention of the F&D
Bondholders that their constituency of creditors is different from
the institutional bondholders that are in the Creditors' Committee
does not establish the lack of adequate representation required by
Section 1102(a)(2) of the Bankruptcy Code.  The Creditors'
Committee maintains that even without the appointment of an F&D
official committee, the F&D Bondholders can continue to monitor
and participate in the Debtors' Chapter 11 cases.  The Creditors'
Committee emphasizes that the delay and confusion brought by an
appointment of a separate committee could threaten the sale and
ultimately impair the Debtors' going concern value.

                            *     *     *

The U.S. Trustee and the Debtors filed separate proposed orders
denying approval of the Ad Hoc Committee's request for
appointment.

Judge Gerber, during the June 25, 2009, hearing, denied the Ad Hoc
Committee's request holding, among others, that the 15-member
Creditors' Committee adequately represents all stakeholders of the
bankruptcy cases, including the bondholders.  Judge Gerber noted
that the Creditors' Committee includes Wilmington Trust Company
and Law Debenture Trust Company of New York, as indenture trustees
representing bondholders holding more than $27 billion of bond
debt.  Judge Gerber stated that the Ad Hoc Committee is free to
appear and be heard in the Debtors' bankruptcy case without being
formally appointed as an official committee.

"There's been no showing the Creditors' Committee can't function,"
Judge Gerber said during the hearing, noting it was common for
individual creditors to disagree with the actions of the
committees that represent them, Bloomberg News related.


GENERAL MOTORS: Settlement With Travelers Reached on Bond Payment
-----------------------------------------------------------------
The Debtors and Travelers Casualty and Surety Company of America
sought and obtained the Court's approval of a stipulation
modifying the automatic stay solely to allow Travelers to apply
the funds in pledged account to pay the pending bond claims
submitted by the States of Georgia, New Jersey and Oklahoma.

The Debtors relate that as of the Petition Date, they had
$197,290,558 with accrued interest of $245,430 in pledged accounts
at SmithBarney.  Travelers provides prepetition surety bond
program to the Debtors.

The Debtors clarify that nothing in the Stipulation constitute an
assumption of any executory contract pursuant to Section 365 of
the Bankruptcy Code.  Prior to Judge Gerber's order, the Debtors
had submitted with the Court a certification of no objection as to
the Stipulation.

                     About General Motors

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

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

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

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

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


GENERAL MOTORS: Court Declines to Appoint Retirees Committee
------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has denied, without prejudice, a request for
an appointment of an official committee of retirees in General
Motors Corp.'s Chapter 11 cases.

The General Motors Retirees Association -- the organization
representing the interest of the Debtors' more than 122,000
salaried retirees, their spouses and survivors -- asked the
Bankruptcy Court to direct the appointment of an official
committee, pursuant to Section 1114(d) of the Bankruptcy Code, to
represent the retirees, their spouses, and survivors in regard to
their benefits.

On behalf of General Motors Corp. Harvey R. Miller, Esq., at Weil,
Gotshal & Manges LLP, in New York, argued that the Debtors have
not sought to modify or avoid paying the salaried retiree benefits
under the Salaried Other Post-Employment Benefit Plans.  Thus, he
asserted, the appointment of a Retirees Committee at this juncture
is inappropriate and would be an unnecessary expense imposed on
the Debtors and their economic stakeholders.

In a supplemental objection, the Debtors maintain that in the
exercise of their contractual right, they have unilaterally
amended and changed the salaried OPEB plains in the regular course
of the business since the decision in Sprague vs. General Motors
Corp.  Mr. Miller asserts that the Debtors' salaried retirees do
not possess vested benefits under the plans.  The Sprague decision
and the subsequent uncontested conduct of GM in amending and
modifying the Salaried OPEB Plans establish clearly and
unambiguously that GM reserved and retained the right to amend,
modify or terminate Salaried OPEB Plans, he emphasizes.

Other than the statements made in the GMRA Motion, Mr. Miller
points out that over the past decade, not a single salaried
retiree filed an action against GM to challenge those changes and
cost increases as a violation of the Employee Retirement Income
Security Act or an unlawful amendment of purported vested
benefits. Accordingly, the salaried retirees are collaterally
estopped and have waived any right to challenge GM's contractual
right to amend or terminate the Salaried OPEB Plans.  The exhibits
attached to the declaration of GMRA's counsel, Neil A. Gotenier,
Esq., as part of the GMRA reply are excerpts of plan summaries,
etc., all of which antedate the Sprague decision, Mr. Miller
notes.  The reply exhibits do not in any way diminish or dilute
the decision in Sprague, he asserts.

                     About General Motors

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

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

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

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

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


GENOIL INC: Net Loss Lowers to $7.7MM in Year ended December 31
---------------------------------------------------------------
Genoil Inc. disclosed in a filing with the Securities and Exchange
Commission its financial results for the year ended December 31,
2008.

The Company's selected consolidated financial information showed
total assets of C$4,933,724.

For the year ended December 31, 2008, the Company posted net loss
of C$7,767,173 compared with net loss C$11,342,560 for the same
period in the previous year.

                       Going Concern Doubt

To date, Genoil has not attained commercially viable operations
from its various patents and technology rights.  Genoil's future
is dependent upon its ability to obtain adequate additional
financing to fund the development of commercial operations from
its various patents and technology rights. The consolidated
financial statements are prepared on the basis that Genoil will
continue to operate throughout the next fiscal period to December
31, 2009, as a going concern.  A failure to continue as a going
concern would require that stated amounts of assets and
liabilities be reflected on a liquidation basis, which would
differ from the going concern basis.

A full-text copy of the FORM 20-F is available for free at
http://ResearchArchives.com/t/s?3ecb

                        About Genoil Inc.

Headquartered in Alberta, Canada, Genoil Inc. (OTC BB: GNOLF.OB)
(CDNX: GNO.V) -- http://www.genoil.net/-- is an international
engineering technology development company.  The Company
specializes in heavy oil upgrading, process system optimization,
development, engineering, design and equipment supply,
installation, start up and commissioning of services to specific
oil production, refining and related markets.

Genoil has designed and developed the Genoil Hydroconversion
Upgrader, an improved hydrogenation process that upgrades and
increases the yields from high sulphur, acidic, heavy crude oils
and heavy refinery feed stocks, bitumen and refinery residues into
light, clean transportation fuels; and the Crystal Sea separator,
a bilge water treatment system which has met the guidelines and
standards of the United States Coast Guard and the International
Maritime Organization's MEPC Resolution 107 (49) MEP for pollution
prevention equipment for ship bilges.


HARZO INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Harzo, Inc.
        6900 State Highway 180
        Gulf Shores, AL 36542

Bankruptcy Case No.: 09-13054

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Allyson C. Pearce, Esq.
                  P.O. Box 609
                  Foley, AL 36536-0609
                  Tel: (251) 971-2676
                  Email: bkrdocs@pearcelawfirm.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 John Harper, president of the Company.


HEGAR LOGISTICS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hegar Logistics, SA de CV, A Mexican Corporation
        5226 Commercial Drive
        Brownsville, TX 78520

Bankruptcy Case No.: 09-10376

Chapter 11 Petition Date: July 7, 2009

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

Debtor's Counsel: Christopher Lee Phillippe, Esq.
                  Phillippe Law Firm PC
                  1906 E Tyler, Ste F-2
                  Harlingen, TX 78550
                  Tel: (956) 440-0061
                  Fax: (956) 440-0884
                  Email: clphillippe@cameroncountylawyer.com

Total Assets: $4,280,000

Total Debts: $3,131,771

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

The petition was signed by Heriberto Garza Solis, president of the
Company.


HENRY DUNAY: Up for Sale; Neiman Marcus a Factor in Collapse
------------------------------------------------------------
Rob Bates at JCK Online reports that Henry Dunay Designs, Inc.,
said that it "believes that the protections afforded by Chapter 11
will enable it to solicit offers for the sales of the business as
a going concern or to obtain an equity investment in the company
which will enable the Debtor to effectively reorganize and
restructure the business."

JCK Online relates that Henry Dunay's Chapter 11 filing was
precipitated by:

     -- the economic downturn;

     -- the decision of the Neiman Marcus Group to take setoffs
        and not remit $3 million in funds owed for goods; and

     -- bank termination of credit lines to fund ongoing
        operations.

Court documents say that the majority of Henry Dunay's assets are
held "on consignment with Neiman Marcus Group" as well as with
Capital One Bank.  According to JCK Online, Henry Dunay's top
trade creditors are:

      -- Elian Gem, owed about $382,246;
      -- Jaguar Jewelry Castings, owed about $343,769;
      -- Pac Team, owed about $126, 665 (disputed);
      -- Schweizer Mustermesse, owed about $103,566 (disputed);
      -- Royal Diamond Cutters, owed about $74,144;
      -- Fancy Creations, owed about $72,483;
      -- Luxury by JCK, owed about $65,900; and
      -- Wild & Petcsch Lapidaries, owed about $60,324.

Henry Dunay Designs, Inc., is based in New York.  The Company
filed for Chapter 11 bankruptcy protection on June 22, 2009
(Bankr. S.D. N.Y. Case No. 09-13969).  Jay L. Silverberg, Esq., at
Sills Cummis & Gross assisted the Company in its restructuring
efforts.  The Company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


HERBST GAMING: Court Sets July 27 Disclosure Statement Hearing
--------------------------------------------------------------
The hearing to approve the amended disclosure statement to
accompany Herbst Gaming, Inc., et al.'s joint plan of
reorganization, dated as of June 15, 2009, will be held on
July 27, 2009, at 10:00 a.m. (PDT).

The Debtors and the official committee of unsecured creditors have
also stipulated and agreed to extend the deadline for filing a
response to the motion seeking approval of the disclosure
statement to July 15, 2009, for the Committee and each member of
the Committee, and to extend the deadline for filing a reply to
any response filed by the Committee or any member of the Committee
to the disclosure statement motion to July 22, 2009.

A full-text copy of the Debtor's proposed amended disclosure
statement is available at:

         http://bankrupt.com/misc/herbst.amendedDS.pdf

As reported in the Troubled Company Reporter on June 18, 2009,
Herbst Gaming and its affiliates delivered to the U.S. Bankruptcy
Court for the District of Nevada their Plan of Reorganization and
accompanying Disclosure Statement.

NetDockets reported that pursuant to the Plan documents, the
enterprise value of Herbst's assets, which are primarily a casino
business and a slot route business, has been determined to be
between $469 million and $557 million.  As of the Petition Date,
Herbst's obligations under its senior secured credit facility
totalled $876.5 million.  Under the proposed Plan of
Reorganization, Herbst's senior secured creditors would receive
100% of the equity in the reorganized Herbst Gaming and the senior
secured credit facility would be restructured with the reorganized
company being obligated for $350 million in debt.

According to NetDockets, because Herbst's senior secured creditors
(the lenders under the credit facility) will not be recovering the
full value of their claims (according to the Debtors), holders of
Herbst's senior subordinated notes (whose claims are contractually
subordinated to the credit facility claims) will not receive any
recovery on account of their claims.  Existing equity holders
would also have their interests expunged without receiving any
recovery.  However, holders of allowed general unsecured claims
would be paid in full under the proposed Plan and all contracts
relating to Herbst's slot route business would be assumed (thereby
requiring cure of pre-bankruptcy payment defaults).

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., at Gordon Silver, represents the
Debtors in their restructuring efforts.  Herbst Gaming had $919.1
million in total assets; and $33.5 million in total liabilities
not subject to compromise and $1.24 billion in liabilities subject
to compromise, resulting in $361.0 million in stockholders'
deficiency as of March 31, 2009.


HERBST GAMING: Committee Needs More Time to Probe Banks
-------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors appointed in Herbst Gaming Inc.'s
Chapter 11 case is complaining that the Debtor has failed to
cooperate in its probe as to the validity of liens granted to
lenders who financed acquisitions by Herbst prepetition.  The
Committee is probing whether any of the banks' liens can be set
aside on the theory that operating subsidiaries participated in a
fraudulent transfer when they granted security interests in their
properties.  Due to the delays in obtaining adequate information,
the Committee wants its deadline to seek authority to pursue
claims against the lenders extended to August 31.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator, with casinos located in Nevada, Missouri and Iowa.
Herbst owns and operates 6,800 slot machines in its slot route
business and is a slot machine operator in Nevada.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  Herbst Gaming had
$919.1 million in total assets; and $33.5 million in total
liabilities not subject to compromise and $1.24 billion in
liabilities subject to compromise, resulting in $361.0 million in
stockholders' deficiency as of March 31, 2009.


HERMANOS PEREZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hermanos Torres Perez, Inc.
        Street No 1 Km 116.2
        Bo. Capitanejo Sector Aruz
        Juana Diaz, PR 00795

Bankruptcy Case No.: 09-05585

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  Email: notices@condelaw.com

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

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

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

          http://bankrupt.com/misc/prb09-05585.pdf

The petition was signed by Maria De Los Angeles Torres Perez,
general manager of the Company.


INTERNATIONAL METALS: Case Summary & 7 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: International Metals & Chemicals Group
        A Pennsylvania Limited Partnership
        165 Township Line Road, Suite 1200
        Jenkintown, PA 19046

Bankruptcy Case No.: 09-14981

Chapter 11 Petition Date: July 7, 2009

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

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman, PC
                  United Plaza, 30 South 17th Street, 19th Flr.
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (267) 238-4408
                  Email: susdin@cohenseglias.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

A list of the Company's 7 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/paeb09-14981.pdf

The petition was signed by Peter Schorsch.


IRON MOUNTAIN: Moody's Gives Positive Outlook, Keeps B1 Rating
--------------------------------------------------------------
Moody's Investors Service changed the outlook of Iron Mountain
Incorporated to positive from stable and affirmed the B1 Corporate
Family Rating.  Ratings on outstanding debt instruments were also
affirmed.  The change in outlook recognizes continued resilience
in operating performance in the face of weak economic conditions
and further demonstration that the primary focus of the company
has shifted from growth through acquisitions, to a focus on
internal growth and operational efficiencies.  Moody's does expect
that selective acquisition activity in emerging markets and
digital records management will continue.  Moody's also upgraded
Iron Mountain's liquidity rating to SGL-1 from SGL-2, reflecting
improved, sustainable, cash flow generation and revolver
availability.

The Corporate Family Rating of B1 is supported by the company's
prominent position as a global leader in information storage and
data protection, including its strategic expansion in the digital
market in recent years.  The ratings benefit from the company's
historical revenue stability, geographical diversification and low
customer concentration.  The ratings continue to be constrained by
high financial leverage, the significant amount of goodwill and
intangibles in relation to total assets and the relatively low
level of free cash flow (defined as cash from operations less
capital expenditures less dividends) relative to debt.  Although
improved, interest coverage with adjusted EBITDA less capital
expenditures to interest expense of 1.6 times remains weak for the
B1 rating category.  The ratings also reflect a capital intensive
business with most revenues deriving from paper document storage
and related services which require significant customized physical
space.

Moody's took these rating actions:

  -- Upgraded the Speculative Grade Liquidity to SGL-1 from
     SGL-2;

  -- Affirmed the Corporate Family Rating of B1;

  -- Affirmed the Probability of Default Rating of B1;

  -- Affirmed the Ba1 (LGD2, 13%) rating on $765 million global
     revolving credit facility due 2012;

  -- Affirmed the Ba1 (LGD2, 13%) rating on $410 million IMI
     term loan facility due 2014;

  -- Affirmed the B2 (LGD4, 69%) rating on $300 million 8.25%
     senior subordinated notes due 2011;

  -- Affirmed the B2 (LGD4, 69%) rating on C$175 million 7.5%
     senior subordinated notes due 2017;

  -- Affirmed the B2 (LGD4, 69%) rating on EUR 225 million
     6.75% Euro senior subordinated notes due 2018;

  -- Affirmed the B2 (LGD4, 69%) rating on $200 million 8.75%
     senior subordinated notes due 2018;

  -- Affirmed the B2 (LGD4, 69%) rating on $448 million 8.625%
     senior subordinated notes due 2013;

  -- Affirmed the B2 (LGD4, 69%) rating on GBP150 million 7.25%
     senior subordinated notes due 2014;

  -- Affirmed the B2 (LGD4, 69%) rating on $438 million 7.75%
     senior subordinated notes due 2015; and

  -- Affirmed the B2 (LGD4, 69%) rating on $316 million 6.625%
     senior subordinated notes due 2016.

The outlook for the ratings was changed to positive from stable.

The last rating action on Iron Mountain was taken on June 2, 2008,
when the company's ratings were affirmed.

Headquartered in Boston, Massachusetts, Iron Mountain Incorporated
is an international provider of information storage and protection
related services.  The company offers comprehensive records
management and data protection solutions, along with the expertise
to address complex information challenges such as rising storage
costs, litigation, regulatory compliance and disaster recovery.
Founded in 1951, Iron Mountain has more than 120,000 corporate
clients throughout North America, Europe, Latin America, and Asia
Pacific.  Revenue for fiscal 2008 was approximately $3.1 billion.


JAMES HAROLD HARDYMAN: Case Summ. & 19 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: James Harold Hardyman, Jr.
           aka Jim Hardyman
           aka Jimmy Hardyman
           dba Hardyman Real Estate Investment
           dba Jim Hardyman Enterprises
        1884 Brandon Dr. SW
        Los Lunas, NM 87031

Bankruptcy Case No.: 09-12940

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  PO Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.com

                  George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  PO Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

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
19 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nmb09-12940.pdf

The petition was signed by James Harold Hardyman, Jr.


JOURNAL REGISTER: Court Approves Changes to Labor Contracts
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Journal Register Company, et al., (a) authorization to
enter into amendments to certain collective bargaining agreements;
(b) approval of agreements concerning participation in the CWA/ITU
Negotiated Pension Plan, and (c) authorization to reject certain
pension plan participation agreements.

A full-text copy of the Court's order is available for free at:
http://bankrupt.com/misc/journalregister.cbaamendmentsorder.pdf

A full-text copy of the Debtors' motion is available for free at:

   http://bankrupt.com/misc/journalregister.CBAamendments.pdf

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.  The
Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the Company's chief restructuring officer.  The Company
listed $100 million to $500 million in total assets and $500
million to $1 billion in total debts.


JOURNAL REGISTER: Bankruptcy Court Confirms 'Gift Plan'
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed on July 7, 2009, the amended joint plan of
reorganization for Journal Register Company and its affiliated
debtors, pursuant to the Section 1129 of the Bankruptcy Code.

The Plan exchanges the Debtors' current obligations (allowed in
the aggregate amount of $692.3 million) for new term loans and all
of the new stock in Reorganized JRC.  Existing stock would be
cancelled.  The disclosure statement says the Plan represents a
42% recovery for the lenders.  Other secured creditors will
receive cash, their collateral or retain their liens, as
applicable, in satisfaction of their claims.

Unsecured creditors will receive their pro rata share of the
unsecured claim distribution on account of their allowed claims.
The Plan offers unsecured creditors with some $27.1 million in
claims a recovery of 9.2% of their claims.  However, trade
suppliers, which have unsecured claims totaling $5.4 million, will
receive payment for the balance of their claims from secured
lenders, raising their total return to 100%.

The Teamsters union has argued against confirmation, asserting
that the Plan is not confirmable as it unfairly treats similarly
situated unsecured creditors.  The Plan provides for full payment
to trade suppliers, but other unsecured creditors, including the
pension fund, are to recover just 9.2%.  JRC countered that the
extra payments for trade supplier is a "gift" from secured lenders
who are giving up part of what they otherwise are entitled to
receive.  JRC noted that since the payment doesn't come from the
Debtors' assets, it does not violate bankruptcy law.

A full-text copy of the Debtors' amended joint Chapter 11 plan or
reorganization, dated June 23, 2009, is available for free at:

    http://bankrupt.com/misc/journalregister.amendedplan.pdf

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.  The
Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the Company's chief restructuring officer.  The Company
listed $100 million to $500 million in total assets and $500
million to $1 billion in total debts.


LANDQUEST LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Landquest, LLC
           aka Riverview RV Park
        10516 FM 1431 East
        Marble Falls, TX 78654

Case No.: 09-11907

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393
                  Email: frank@franklyon.com

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

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 Wayne Ausmus, the company's manager.


LANDSOURCE COMMUNITIES: Court Adjourns Plan Hearing to July 20
--------------------------------------------------------------
Barclays Bank PLC, as plan proponent and administrative agent
under LandSource Communities Development LLC and its affiliates'
First Lien Credit Agreement, sought and obtained the Court's
permission to file a "Resolicitation Motion" on an expedited basis
to ensure that the confirmation process of the Second Amended Plan
of Reorganization for LandSource Communities Development LLC and
its debtor affiliates may proceed with little delay.  The Plan
Proponent says it has also agreed to make certain modifications to
the Second Amended Plan.

Accordingly, the Plan Proponent filed a motion in Court on
July 6, 2009, seeking approval of:

  (a) a supplemental disclosure to the Second Amended Disclosure
      Statement;

  (b) the supplement as containing "adequate information" as
      that term is defined under Section 1125(a)(1) of the
      Bankruptcy Code; and

  (c) various materials for distribution by mail to certain
      Holders of Claims in the Voting Classes.

The Plan Proponent has made a number of modifications to the
Second Amended Plan, after engaging in substantial negotiations,
to resolve objections expected to be raised by the Official
Committee of Unsecured Creditors and the administrative agent
under the Debtors' Second Lien Credit Agreement.  Those
modifications are contained in the Modified Second Amended Plan
and described in the Supplemental Disclosure.  A full-text copy
of the Modified Second Amended Plan blacklined against the Plan
dated June 4, 2009, is available for free at:

  http://bankrupt.com/misc/LandS_Modified2ndAmendedPlan.pdf

According to the Plan Proponent, it informed the Court of these
developments at a June 30, 2009, telephonic hearing, whereby it
outlined a process for resoliciting votes among the creditor
classes affected by the modifications.  The Plan Proponent says
it worked closely with the Committee, the Debtors, the Second
Lien Administrative Agent, the Office of the U.S. Trustee for
Region 3 and Lennar Corporation to develop supplemental
disclosure materials that fairly and completely reflect
modifications to the Plan.

The Supplement contains additional information with respect to:

   * the modified treatment of Holders of Claims in Classes 4
     and 5;

   * the waiver of unsecured claims asserted by Lennar Corp. and
     LNR CPI Cross Valley Plaza LLC, LNR CPI Entrada Office LLC,
     LNR CPI Plaza West Hills LLC, LNR CPI Valencia Town Center
     Office LLC, LNR CPI West Creek Apartments LLC, LNR CPI West
     Creek Retail LLC, LNR Gateway V LLC, LNR Land Partners Sub
     LLC, LNR NWHL Holdings Inc., LNR Property Corporation and
     each of their affiliates -- the LNR Entities -- and release
     of avoidance actions against Lennar and LNR;

   * the LNR Equity Investment;

   * the revised equity ownership in the Reorganized Debtors
     resulting from the increase in utilization of the Rights
     Offering, the sale of equity interests to LNR, and the
     settlements with Class 4 and Class 5;

   * an updated Valuation Analysis, which pertains to a recovery
     analysis that identifies the effects of the modifications
     on plan recoveries; and

   * an updated "Sources and Uses" chart to take into account
     the modifications to the Second Amended Plan.

A full-text copy of the Disclosure Statement Supplement is
available for free at http://bankrupt.com/misc/LandS_Supp_DS.pdf

The Supplement will allow holders of Claims in Classes 3, 4 and 5
time to review and analyze the revised treatment of those Classes
of Claims under the Modified Second Amended Plan and vote to
accept or reject the Modified Second Amended Plan accordingly, if
a Ballot was not previously cast by the July 6, 2009 deadline, or
change a prior cast vote.

The Revised Solicitation Package will consist of (i) a written
notice of the new confirmation hearing date and the deadline for
voting on the Modified Second Amended Plan; (ii) the supplemental
disclosure to the Second Amended Disclosure Statement; (iii) a
blacklined version of the Modified Second Amended Plan; (iv)
solely for those Holders of Claims in Classes 3, 4 and 5, an
appropriate Ballot to be used for voting on the Modified Second
Amended Plan; (v) solely for Holders of Claims in Class 4, an
amended letter from the Second Lien Administrative Agent in
support of the Modified Second Amended Plan; (vi) solely for
Holders of Claims in Class 5, an amended letter from the
Committee in support of the Modified Second Amended Plan; (vii)
an amended letter from the Debtors in support of the Modified
Second Amended Plan; (viii) a letter from the Plan Proponent in
support of the Modified Second Amended Plan; and (ix) solely for
those Holders of claims in Classes 3 and 4, a form to rescind any
prior subscription agreement submitted to the Subscription Agent,
at the Holder's option based upon the Modified Second Amended
Plan.

The Plan Proponent proposes to use these ballots in connection
with the solicitation process for:

  * Holders of Claims in Classes 4(a)-(u),

      http://bankrupt.com/misc/LandS_Class4Ballot.pdf

  * Holders of Claims in Classes 5(a)-(u) that are not eligible
    to opt-in to the Convenience Class, and

      http://bankrupt.com/misc/LandS_Class5Ballot.pdf

  * Holders of Claims in Classes 5(a)-(u) that are eligible to
    opt-in to the Convenience Class.

      http://bankrupt.com/misc/LandS_Class5Ballot_WithOptIn.pdf

The proposed form of the ballot is based on Official Form No. 14
modified to meet the particular requirements of the Debtors'
cases and the changes reflected in the Modified Second Amended
Plan.  Ballots mailed to Holders of Class 4 Claims will no longer
contain "Item 3: Rights Offering Participation" and the Ballots
mailed to Holders of Class 5 Claims will no longer contain "Item
3: Rights Offering Acknowledgement."

The Plan Proponent also proposes to provide the Holders of Claims
in Classes 3 with an opportunity to rescind any commitment to
purchase their respective allocable Rights Offering Units, to the
extent that the Holders of Claims have already submitted a
Subscription Form and delivered the Subscription Purchase Price
and now desire to opt-out of the Rights Offering.  To facilitate
this process, the Plan Proponent will caused to be distributed by
mail to Holders of Claims in Class 3 a form by which the Holders
can complete and return to Kurtzman Carson Consultants LLC on or
before July 16, 2009, 5:00 p.m. (Pacific Time) in order to opt
out of the Rights Offering.  Any Holder of a Claim in Class 3
that timely returns the Notice of Withdrawal of Rights Offering
Commitment will be promptly refunded the Subscription Purchase
Price by wire transfer or certified or cashier's check.

In light of the changes to the Modified Second Amended Plan,
parties who previously opted into the Convenience Class may now
choose to opt out.

              Court to Review Adequacy of Supplement,
                  Adjourns Confirmation Hearing

In connection with its ruling permitting Barclays' filing of a
Resolicitation Motion, Judge Carey also ordered that:

   -- Objections to the Resolicitation Motion, the adequacy of
      the Supplement or the materials contained in the Revised
      Solicitation Package must be filed on or before July 14,
      2009, at 4:00 p.m. Eastern Time;

   -- The Voting Deadline, originally set at July 6, 2009, is
      extended solely for the Holders of Claims in Classes 3, 4
      and 5 through July 16, 2009 at 5:00 p.m., Pacific Time,
      and the Proponent may accept ballots by facsimile; and

   -- The hearing to consider approval of the Resolicitation
      Motion will be held on July 20, 2009, at 10:00 a.m.
      Eastern Time.

Prior to the entry of the Court's ruling, Roberta A. DeAngelis,
the Acting United States Trustee for Region 3, asserted that
Barclays has placed the cart before the horse.  The U.S. Trustee
contended that the Plan Proponent should file its amended
documents first and seek their approval, on shortened time if
necessary, and then re-solicit votes.  Barclays' request appears
to eliminate any meaningful opportunity for review and response,
the U.S. Trustee noted.

The time for any party supporting the Second Amended Plan to file
a reply to any objection to confirmation of the Plan or any
objection to assumption of an executory contract is extended to
July 17, 2009, at 7:00 p.m. Eastern Time.

Moreover, the Confirmation Hearing, originally scheduled to begin
on July 13, 2009, is adjourned to July 20, 2009, at 10:00 a.m.
Eastern Time.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LANDSOURCE COMMUNITIES: Extends CRO Agreement with HoganWebb
------------------------------------------------------------
LandSource Communities Development LLC and its affiliates inform
the U.S. Bankruptcy Court for the District of Delaware that they
need the continued services of Timothy P. Hogan and H. Lawrence
Webb of the firm HoganWebb LLC as their restructuring officers.
Accordingly, the Debtors sought and obtained a supplemental order
from the Court, extending their retention of HoganWebb through the
earlier of (i) September 1, 2009, or (ii) the effective date of a
confirmed plan of reorganization in their Chapter 11 cases.

The Debtors' original employment term of HoganWebb expired on
July 1, 2009.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware,

The Debtors will continue to retain HoganWebb on the same terms
as set forth in the parties' original, except that HoganWebb's
monthly fee for services provided during the second phase will be
reduced from $220,000 to $110,000 per month for services provided
from and after July 1, 2009.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LANDSOURCE COMMUNITIES: IRS, et al., Object to Barclays Plan
------------------------------------------------------------
Several parties ask the U.S. Bankruptcy Court for the District of
Delaware to deny confirmation of the Second Amended Joint Plan of
Reorganization for LandSource Communities Development LLC and its
debtor affiliates.  They are:

  * The United States, on behalf of Internal Revenue Service,
  * Willdan,
  * URS Corporation,
  * West Valley, LLC,
  * Berco Oil Company,
  * Jonathan Lee Riches,
  * Psomas & Associates,
  * Sam Hill & Sons, Inc.,
  * Q&D Construction, Inc.,
  * Maricopa County Treasurer,
  * GE Capital Commercial Inc.,
  * CH2M Hill Constructors Inc.,
  * Steadfast Insurance Company,
  * Poe Investment Company, LLC,
  * Precision Construction Company,
  * David George + Associates, Inc.,
  * American Heritage Landscape, LP,
  * Lennar Homes of California, Inc.,
  * Independent Construction Company,
  * Hunsaker & Associates, Los Angeles, Inc.,
  * Caterpillar Financial Services Corporation,
  * SprintCom, Inc., and Nextel of California, Inc.,
  * Los Angeles County Treasurer and Tax Collector,
  * Dolce View (Los Angeles), LLC and CIM Fund III, L.P.,
  * Damonte Ranch Landscape Maintenance Association,
  * Damonte Ranch Drainage District,
  * Chaudhary & Associates, Inc.,
  * Ghilotti Construction Company, Inc.,
  * MSR Holding Company, LLC,
  * MS Rialto Residential Holdings, LLC,
  * Cypress-Fairbanks Independent School District,
  * Harris County,
  * Katy Independent School District,
  * Montgomery County,
  * National City Golf Finance, a division of National City
    Commercial Capital Company, LLC, successor by Merger with
    National City Commercial Capital Corporation,
  * The California Department of Toxic Substances Control,
  * The California State Water Resources Control Board,
  * The California Regional Water Quality Control Board, San
    Francisco Bay Region.

The United States, on behalf of the Internal Revenue Service,
opposes the Plan to the extent that the Debtors seek any
prospective tax relief, including in connection with the creation
of the Liquidating Trust contemplated under the Plan.

Maricopa County Treasurer asks the Court to deny confirmation of
the Plan until it is amended to clearly identify Maricopa
County's classification and treatment of its claim, and
specifically provide that its secured claims will be paid in full
along with the appropriate interest rate of 16% per annum over
the appropriate time period.

Dolce View (Los Angeles), LLC, and CIM Fund III, L.P., assert
that the Plan is not feasible because it does not adequately
provide a mechanism for the payment of Administrative Expense
Claims that are not allowed as of the Effective Date of the Plan.

National City also asserts that the Second Plan Supplement should
be amended to correctly identify its contract as Contract No.
74431000 and provide that such Contract is deemed assumed.

The California State Entities, which include the California
Department of Toxic Substances Control, the California State
Water Resources Control Board, and the California Regional Water
Quality Control Board, ask the Court deny confirmation of the
Plan as it is currently drafted, and request further that the
proposed environmental obligations "pass-through" language be
inserted in the Second Amended Plan.

Caterpillar asserts that the Plan should not be confirmed unless
it is modified to accurately reflect Caterpillar's status as a
secured creditor and provide for the appropriate treatment of its
secured claim.

American Heritage asserts that Plan is contrary to the Final DIP
Order and that it improperly modifies the Final DIP Order.

The Texas Taxing Authorities, which include Cypress-Fairbanks
Independent School District, Harris County, Katy Independent
School District and Montgomery County, object to the Plan for the
reason that the Plan is silent as to the treatment of their
claims.  The Texas Taxing Authorities assert that they are fully
secured tax creditors of Debtors and thus, their claims must be
properly classified and treated under the Plan.

Poe Investment asks the Court to set a cure amount for a certain
sale agreement at the amount determined in an arbitration and
order that Poe Investment's claim is to be treated under the Plan
as a Senior Permitted Lien Claim.

Lennar Homes of California objects to the $0 cure amount stated
in the Second Plan Supplement for certain executory contracts
between Debtor The Newhall Land and Farming Company.  LHC asserts
that Newhall has not yet completed a post-closing work estimated
to cost approximately $24.7 million under certain Purchase and
Sale Agreements.

L.A. County, Independent, Damonte, and Q&D ask the Court to deny
confirmation of the Plan until it is amended to clearly identify
their classification and treatment of their Claims and
specifically provide that their Claims will be paid in full.

Precision asks the Court to deny confirmation of the Plan, ruled
that its Mechanic's Lien Claim to be an Administrative Claim, and
should be entitled to treatment as a Senior Permitted Lien Claim
pursuant to the Plan.

Sprint says that the Plan cannot be confirmed because it seeks to
impermissibly extinguish an easement, and Sprint's rights flowing
from that easement, and Sprint's right to possession as lessee
under a site lease.

Steadfast asks the Court to deny confirmation of the Plan to the
extent it continues to seek assumption of certain Mare Island
Contracts absent the provision of adequate assurances of future
performance by LMI.

These Objectors assert that the Debtors provided incorrect
proposed cure amounts to the executory contracts to be assumed
under the Plan:

                                    Proposed      Correct
Objector                           Cure Amt.     Cure Amt.
--------                           ---------     ---------
Berco                                    $0      $800,000
Willdan                                   0       453,649
Psomas & Associates                 198,146       224,830
Hunsaker & Associates               121,270       159,721
URS Corporation                           0       137,005
GE Capital Commercial Inc.           16,689        18,130
David George + Associates, Inc.      13,880        17,317

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LANDSOURCE COMMUNITIES: Sells Nevada Properties to Vegas Valley
---------------------------------------------------------------
Debtor Southwest Communities Development LLC and Vegas Valley
Land Holdings LLC have entered into a Purchase and Sale Agreement
dated June 11, 2009, the terms of which are:

  Assets to be Sold:       Certain real property and associated
                           assets located in the Las Vegas State
                           of Nevada.

  Stalking Horse Bidder:   Vegas Valley Land Holdings LLC

  Stalking Horse
  Purchase Price:          $8,500,000

  Break-Up Fee:            $212,700, which is approximately
                           2.50% of the purchase price

  Expense Reimbursement:   Up to $100,000

  Minimum Deposit          5% of the purchase price in the
  Required Upon Bid        submitted bid.
  Submission:

  Deposit Required by      20% of the purchase price
  Successful Bidder:       of the Successful Bid

The Debtor assures the Court that Vegas Valley, as the Stalking
Horse bidder, is not an insider or its affiliate within the
meaning of the Bankruptcy Code.

A full-text copy of Vegas Valley's Purchase and Sale Agreement is
available for free at:

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

The Debtors and Vegas Valley agree that the sale of the Nevada
Property will be subject to competing offers from any prospective
bidder.  The minimum bid amount for qualified bids is not less
than $8,850,000.  The Debtor also agrees to entitle Vegas Valley
to a break up fee and expense reimbursement if the sale is
consummated with another successful bidder.

Any party-in-interest had until June 18, 2009, to file any
objection to the proposed break up fee.  The Debtors informed the
Court on June 23, 2009, that no parties-in-interest filed an
objection to the proposed fee.

All interested parties have until July 9, 2009, at 5:00 p.m. New
York Time to file a competing bid.  If more than one qualified
bid is received, the Debtor intends to conduct an auction on
July 14, 2009, at 9:00 a.m. New York Time, at the offices of
Weil, Gotshal & Manges LLP, at 767 Fifth Avenue, in New York.

The Debtors ask the Court to conduct the sale hearing on July 22,
2009, at 3:00 p.m. (New York Time).

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LANDSOURCE COMMUNITIES: Sues Contractors to Invalidate Liens
------------------------------------------------------------
Debtors The Newhall Land and Farming Company, a California
Limited Partnership, and LandSource Holding Company, LLC,
initiated separate adversary complaints against these contractors
who asserted mechanic's liens on their properties:

  * Sam Hill & Sons, Inc.,
  * Hunsaker & Associates Los Angeles, Inc.,
  * American Heritage Landscape, LP,
  * C.A. Rasmussen, Inc.,
  * Granite Construction Company,
  * R&R Pipeline, Inc.
  * Brothers Nursery, Inc.,
  * Eschrich General Engineering, Inc,
  * Famcon Pipe & Supply, Inc.,
  * John Burgeson Contractors, Inc.,
  * Nature-Gro Corporation,
  * Q&D Construction, Inc,
  * R&R Palacios Construction, Inc.,
  * Southwest V-Ditch, Inc.,
  * T&D Electric, Inc.,
  * Fenceworks, Inc. d/b/a Golden State Fence Company, Inc., and
  * D.A. McCosker Construction Company, d/b/a Independent
    Construction Company

In general, the Debtors seek a Court judgment declaring that:

  (i) the liens asserted by the Contractor Defendants against
      the Debtors' property were not properly perfected and
      therefore, the Contractor Defendants do not hold valid
      secured claims against property of the Debtors' estates;

(ii) the liens asserted by the Contractor Defendants against
      the Debtors' properties were junior to the liens held by
      Debtors' prepetition first lien lenders and second lien
      lenders;

(iii) the liens asserted by the Contractor Defendants against
      the Debtors' properties were primed by the liens securing
      the Debtors' obligations under their postpetition First
      Lien Credit Agreement; and

(iv) the Debtors' obligations under the DIP Credit Agreement
      substantially exceed the value of the collateral securing
      the DIP Liens.

The Debtors state that the liens of their First Lien Lenders and
the Second Lien Lenders were recorded in February 2007, and
secure more than $1 billion of indebtedness.  Moreover, the Final
DIP Order granted the Postpetition Lenders perfected first
priority liens on (i) all of the Debtors' property that was not
subject to valid liens as of the Petition Date, and (ii) all
collateral securing the Debtors' obligations under their
prepetition credit agreements with certain limited exceptions.

The Debtors aver that collateral to their DIP Credit Agreement
includes the property encumbered by the American Heritage Liens,
R&R Pipeline Liens, Granite Construction Liens, and Rasmussen
Liens.  The American Heritage Liens, R&R Pipeline Liens, Granite
Construction Liens, and Rasmussen Liens were therefore primed by
the DIP Liens pursuant to the Final DIP Order.

Newhall also tells the Court that it does not own nor have any
interest in certain of the properties cited by certain of
Contractor Defendants as encumbered properties with respect to
the Liens they asserted.

The Debtors also note that the Contractors were required to
commence an action to foreclose on the property allegedly
securing their Liens within 90 days after the recording the
Liens.  Although the Contractors were prevented by the automatic
stay from commencing an action, they could have sought to
maintain perfection of their Liens by filing a notice under
Section 546(b) of the Bankruptcy Code, the Debtors contend.
Thus, because the Contractors did not timely give notices of
perfection, they failed to perfect the Liens, the Debtors
maintain.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LEHMAN BROTHERS: Assumes Lease with Rockefeller Center
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought
and obtained the U.S. Bankruptcy Court for the Southern District
of New York's approval to assume a lease with Rockefeller Center
North Inc.

LBHI entered into the contract to lease an office space in a New
York building owned by Rockefeller.  The term of the lease is set
to expire on December 31, 2022.

Assumption of the Lease would permit LBHI and Rockefeller to make
amendments to the terms of the lease including the reduction of
LBHI's annual rent.

Under the amended lease, LBHI's annual rent would be reduced from
$1,524,050 to $986,150.  The expiration date of the lease would
also be moved to December 31, 2010.  In return for using the
building's conduit and riser space, LBHI would be required to pay
a license fee of not more than $365,605 per annum.  LBHI would
also have to pay $363,011 to Rockefeller.

"The Debtors believe that such payments are fair and reasonable
in light of the monthly rent reduction of $537,900 provided for
under the amendment," Shai Waisman, Esq., at Weil Gotshal &
Manges LLP, in New York, says.

                    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 Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Wants More Time to Remove Actions
--------------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc.'s business, sought and obtained a court order giving him
until December 13, 2009, to file notices of removal of civil
cases involving the company.

Attorney for the trustee, Jeffrey Margolin, Esq., at Hughes
Hubbard & Reed LLP, in New York, said analysis of the cases
involving LBI requires review of the facts and the procedural
posture of each case, and involves coordination with the separate
counsel who represented the company in connection with those
cases.

Without an extension of the deadline, Mr. Margolin said, the
trustee risks "making premature removal decisions or waiving
these rights before he has had an opportunity to complete an
evaluation of these issues."

                    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 Sept. 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: Occidental Asks for Set-Off of Mutual Debts
------------------------------------------------------------
Occidental Power Services Inc. and Occidental Energy Marketing
Inc. seek court authority to set-off amounts owing and due
between the companies and Lehman Brothers Commodity Services Inc.
under their ISDA master agreements.

Occidental Power owes $2,700,581 to LBCS while LBCS owes
$1,802,435 to Occidental Energy as a result of the termination of
their master agreements last year.

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


                    About Lehman Brothers

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

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

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

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

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

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 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).


MAGNA ENTERTAINMENT: Court Postpones Hearing on Examiner Plea
-------------------------------------------------------------
Randall Chase at The Associated Press reports that the Hon. Mary
Walrath of the U.S. Bankruptcy Court for the District of Delaware
has agreed to postpone a July 7 hearing on Greenlight Capital
Offshore Partners' request to appoint an examiner in Magna
Entertainment Corp.'s Chapter 11 bankruptcy case.  The AP relates
that the hearing has been moved to August 18.

Greenlight Capital is a hedge fund and is an unsecured creditor of
Magna Entertainment and a large shareholder in the Debtor's parent
company, MID.  The AP states that Greenlight Capital asked for the
appointment of an examiner or Chapter 11 trustee to investigate
ties between Magna Entertainment and MID, which is a potential
bidder for the Company's assets and one of its primary lenders.
Greenlight Capital is worried on the fairness of any asset sale,
The AP says.

According to The AP, Magna Entertainment argued that it has taken
several steps to address potential conflicts of interest involving
MID and Frank Stronach -- chairman of Magna Entertainment and MID
-- by replacing him as CEO with Greg Rayburn.  Mr. Rayburn
testified that Mr. Stronach would have to abstain from any
decision or deliberations by the board regarding the sale of any
assets, The AP relates.

MID, which withdrew in April a motion seeking approval of its
stalking-horse bid for certain Magna Entertainment assets that
include Gulfstream Park and Golden Gate Fields, won't present an
offer in the upcoming asset sale, except to prevent a "fire sale"
resulting from a low-ball bid, The AP states, citing Magna
Entertainment's lawyers.

The bid deadline for the initial asset sale is July 31, followed
by the selection of a "stalking horse bidder" in early August, The
AP reports, citing Greenlight Capital's lawyer, Gregg Galardi.

The AP relates that Magna Entertainment -- which already secured
the Court's approval to sell assets, including Santa Anita Park,
Remington Park, Thistledown, Portland Meadows, and an interest in
Lone Star Park, said that it may ask the Court to allow it to sell
other assets, including Pimlico, which previously was pulled from
the list of assets to be sold.

                 About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MARC DREIER: Seeks to Cut Imprisonment to Up to 12-1/2 Years
------------------------------------------------------------
Nathan Koppel at The Wall Street Journal reports that Marc Dreier
has asked the court to sentence him to no more than 12-1/2 years
in prison.

WSJ relates that Mr. Dreier -- who pleaded guilty in May to eight
felony charges, including fraud and money laundering related to a
scheme to sell bogus promissory notes to investors -- is due to be
sentenced Monday.  Mr. Dreier faces a possible sentence of 145
years, or until the age of 204, court documents say.

According to court documents, Mr. Dreier acknowledged that
"victims of [Mr. Dreier's] crimes have suffered tremendous
financial losses," and states that the New York attorney has "had
to witness the shame and suffering that his actions have brought
upon his family."

The maximum sentence places an unfair emphasis on the amount of
losses caused by Mr. Dreier's fraud, which are estimated to be in
excess of $400 million, and so "a sentence of 121-151 months is "a
sentencing range with a rational basis," Mr. Dreier's lawyer,
Gerald Shargel, said in court documents.  Mr. Dreier, court
documents state, has provided assistance in recovering assets for
the victims of the fraud.

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between $10
million to $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).  The petitioners assert claims totaling $88.5
million.  Diamond McCarthy LLP represents Ms. Gowan; Curtis,
Mallet Prevost, Colt & Mosle LLP, Mr. Reisman; and McCarter &
English LLP, Wachovia Bank.


METALDYNE CORP: Court Sets Aug. 14 as Creditors' Claim Bar Date
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of Delaware set August 14, 2009, as deadline for
creditors of Metaldyne Corporation and its debtor-affiliates to
file proofs of claim.

Governmental units have until Nov. 23, 2009, to file a proof of
claim.

All proofs of claim must be filed either:

   i) by mailing the original proof of claim to:

      Metaldyne Corporation
      c/o BMC Group, Claims Processing
      P.O. Box 3020
      Chanhassen, MN 55317-3020

  ii) by delivering the original proof of claim by hand or
      overnight courier to:

      Metaldyne Corporation
      c/o BMC Group, Claims Processing
      18750 Lake Drive East
      Chanhassen, MN 55317

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
Company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the Company had
assets of approximately US$977 million and liabilities of US$927
million.


METALDYNE CORP: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Metaldyne Corporation and its debtor-affiliates delivered their
schedules of assets and liabilities to the Hon. Martin Glenn of
the U.S. Bankruptcy Court for the Southern District of Delaware,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property           $19,695,145
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        --
  E. Creditors Holding
     Unsecured Priority
     Claims                                                --
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $103,528,949
                                ------------     ------------
TOTAL                            $19,695,145     $103,528,949

A full-text copy of the Debtors' schedules of assets and
liabilities is available at:

             http://ResearchArchives.com/t/s?3ec9

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on
May 27, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing
did not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represents the Debtors in
their restructuring efforts.  Judy A. O'Neill, Esq., at Foley &
Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC
and AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
Company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the Company had
assets of approximately US$977 million and liabilities of US$927
million.


MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities
---------------------------------------------------------------
Midway Games Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware, amended schedules of assets and
liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  Midway Games Inc.             $705,630,959    $411,678,696
  Midway Amusement Games        $301,444,318    $595,427,234
  Midway Home Entertainment     $292,771,341    $337,723,829
  Midway Games West              $31,984,152     $77,326,538
  Midway Interactive             $29,695,000     $52,271,909
  Midway Studios - Austin         $2,661,058     $94,119,938
  Surreal Software                $1,068,936     $78,945,662
  Midway Studios - Los Angeles      $312,812     $59,851,058

Midway Homes Studios, Inc. and Midway Sales Company, LLC's
schedules were unchanged:

  Midway Home Studios                     $0     $29,314,909
  Midway Sales Company                    $0     $29,314,909

Copies of Midway Games Inc., et. al.'s SALs are available for free
at:

  http://bankrupt.com/misc/midwaygamesinc.SAL.pdf
  http://bankrupt.com/misc/midwayamusementgames.pdf
  http://bankrupt.com/misc/midwayhomeentertainment.pdf
  http://bankrupt.com/misc/midwaygameswest.SAL.pdf
  http://bankrupt.com/misc/midwayinteractive.SAL.pdf
  http://bankrupt.com/misc/midwaystudios-austin.pdf
  http://bankrupt.com/misc/surrealsoftware.SAL.pdf
  http://bankrupt.com/misc/midwaystudios-losangelesinc.pdf
  http://bankrupt.com/misc/midwayhomestudios.SAL.pdf
  http://bankrupt.com/misc/midwaysalescompany.SAL.pdf

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  David W. Carickhoff, Jr., Esq., Michael David
Debaecke, Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome
LLP, represent the Debtors in their restructuring efforts.  The
Debtors proposed Lazard as their investment banker, Dewey &
LeBoeuf LLP as special counsel, and Epiq Bankruptcy Solutions LLC
as claims agent.


MORTGAGES LTD: U.S. Trustee Balks $600K Fees Sought by Greenberg
----------------------------------------------------------------
Ilene Lashinsky, the U.S. trustee overseeing Mortgage Ltd.'s
Chapter 11 case, has joined creditors in their fight to block
Greenberg Traurig LLP's final bid for almost $600,000 in fees and
expenses as special counsel to the subprime lender, Law360
reports.  The U.S. Trustee said in its objection filed with the
U.S. Bankruptcy Court for the District of Arizona that the firm
had "insurmountable conflicts" of interest, the report says.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.


M.T. PUSKAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: M.T. Puskar Construction Company, Inc.
        113 Aileen Road
        Flint Hill, VA 22627

Bankruptcy Case No.: 09-51066

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Timothy J. McGary, Esq.
                  10500 Sager Ave., Suite G
                  Fairfax, VA 22030
                  Tel: (703) 352-4985
                  Email: tjm@mcgary.com

Total Assets: $335,000

Total Debts: $1,120,620

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/vawb09-51066.pdf

The petition was signed by Michael Puskar, president of the
Company.


MARK REDMAN: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mark Redman
        2383 Hagen Oaks Drive
        Alamo, CA 94507

Bankruptcy Case No.: 09-46014

Chapter 11 Petition Date: July 6, 2009

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

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710
                  Email: voisenat@gmail.com

Total Assets: $1,156,075

Total Debts: $2,417,584

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

          http://bankrupt.com/misc/canb09-46014.pdf

The petition was signed by Mr. Redman.


MASA DEVELOPMENT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Masa Development LLC
        15 Sauk Ct.
        Huntington, WV 25705

Bankruptcy Case No.: 09-30527

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  Klein & Hall Attorneys, L.C.
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  Email: sydney@kleinhall.com

Total Assets: $505,500

Total Debts: $1,286,985

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/wvsb09-30527.pdf

The petition was signed by Ron Smith.


METALSAMERICA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: metalsAmerica, Inc.
        165 Township Line Road, #1
        Jenkintown, PA 19046-3531

Bankruptcy Case No.: 09-14985

Chapter 11 Petition Date: July 7, 2009

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

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman, PC
                  United Plaza, 30 South 17th Street, 19th Flr.
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (267) 238-4408
                  Email: susdin@cohenseglias.com

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

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

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

           http://bankrupt.com/misc/paeb09-14985.pdf

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


NORTEL NETWORKS: Lease Decision Extended for Constenting Landlords
------------------------------------------------------------------
At the request of Nortel Networks Inc. and its debtor-affiliates,
the Court extended until March 31, 2010, the Debtors' deadline to
assume or reject their unexpired nonresidential real property
leases with landlords who consent to the extension.

Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, said the Debtors have not yet reached a
final decision regarding the assumption or rejection of their
leases due to the complexity of their bankruptcy cases and the
large number of their leases.

Mr. Remming said to avoid making hasty decision on the assumption
or rejection of the remaining leases, the Debtors sent letters on
June 4, 2009, to some of their landlords, requesting that they
consent in writing to extend the deadline to March 31, 2010.

Mr. Remming clarified that the extension is only for the period
of time that has been agreed to by a landlord.  The Debtors, he
pointed out, still intend to assume or reject the majority of
their leases prior to August 12, 2009, the current deadline for
the Debtors to assume or reject their leases.

In return for the landlord's consent, the Debtors will provide
the landlord with advance notice of any final decision to reject
their lease.  The Debtors will provide the notice at least 30
days but not more than 60 days before the date set for the
rejection of the lease, Mr. Remming said.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: UK Unit's Chapter 15 Petition Approved
-------------------------------------------------------
Alan Robert Bloom and three other court-appointed administrators
of Nortel Networks UK Limited filed a Chapter 15 petition June 8,
2009, in the U.S. Bankruptcy Court for the District of Delaware,
and sought entry of an order:

  (1) recognizing Nortel Networks UK's proceeding as "foreign
      main proceeding; and

  (2) enforcing the initial order dated January 14, 2009, of the
      High Court of Justice of England and Wales, in the United
      States.

Daniel Connolly, Esq., at Bracewell & Giuliani LLP, in New York,
said the petition will promote full cooperation among the Nortel
companies and the various courts overseeing the insolvency
proceedings.  He said it will also protect Nortel Networks UK's
assets and interests in the U.S. and ensure that the cross-border
restructuring of the Nortel companies progresses in an orderly
and efficient way.

"Due to the highly interdependent nature of the Nortel companies,
an orderly reorganization is crucial to avoid the threat of
disrupted operations and inter-company trading and the resulting
loss in value for all interested parties that could result if
there are chaotic, piecemeal or competing insolvency
proceedings," Mr. Connolly pointed out.

Nortel Networks UK 's Chapter 15 case is assigned Case No.
09-11972.  The company's administrators are represented by
Bracewell & Giuliani, and Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware.

Nortel Networks UK reported over $1 billion in assets and more
than $1 billion in liabilities.

                         *     *     *

Judge Kevin Gross of the Bankruptcy Court issued an order on
June 26, 2009, recognizing Nortel Networks UK 's case as a
foreign main proceeding.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wins Court Nod for $157MM Intercompany Transfer
----------------------------------------------------------------
Nortel Networks Corporation and its Canadian affiliates sought
and obtained a court order approving an interim funding
agreement, which provides for payment of US$157 million by U.S.-
based Nortel Networks Inc. to Nortel Networks Limited.

The interim funding agreement was reached by the Nortel
companies, Ernst & Young LLP and Ernst & Young Chartered
Accountants to provide NNL with sufficient liquidity for at least
through September 30, 2009.

A motion to enforce the Canadian Court's order has already been
filed in the Chapter 15 cases of NNC and its Canadian affiliates.
The companies are still awaiting court approval of their request.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH AMERICAN TECH: March 31 Balance Sheet Upside-Down by $9.7MM
-----------------------------------------------------------------
North American Technologies Group Inc. disclosed in a filing with
the Securities and Exchange Commission its financial results for
three and six months ended March 29, 2009.

At March 29, 2009, the Company's balance sheet showed total assets
of $15,163,882 and total liabilities of $24,953,909, resulting in
a stockholders' deficit of $9,790,027.

For three months ended March 29, 2009, the Company posted a net
loss of $1,359,937 compared with a net income of $173,481 for the
same period in the previous year.

For six months ended March 29, 2009, the Company posted a net loss
of $2,833,373 compared with a net loss of $766,072 for the same
period in the previous year.

In addition, the Company relates that it is likely that the
Company will incur losses for the foreseeable future.

                  Liquidity and Capital Resources

As of March 29, 2009, the Company had a cash balance of $352,251
and a negative working capital balance of $3,683,997.

During the six months ended March 29, 2009, investing activities
used cash of $417,808.  Of this amount, $415,957 was used to
purchase property and equipment, and $1,851 was used to purchase
patents and other assets.

During the six months ended March 29, 2009, financing activities
provided cash of $118,028.  Of this amount, $134,498 was provided
by a net increase in a note payable for insurance premiums, offset
by a decrease in capital lease obligations arising from the
payments thereon.

A full-text copy of the 10-Q filing is available for free at:

               http://ResearchArchives.com/t/s?3ec2

                 About North American Technologies

North American Technologies Group Inc. (OTC BB: NATK) --
http://www.natk.com/-- is engaged in the manufacturing and
marketing of engineered composite railroad crossties through its
100% owned subsidiary TieTek LLC.  The Company's composite
railroad crosstie is a direct substitute for wood crossties, but
with a longer expected life and with several environmental
advantages.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 29, 2009, KBA
Group LLP in Dallas, Texas, the Company's independent auditor,
raised substantial doubt about the Company's ability to continue
as a going concern after its audit report dated June 12, 2009.
The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.


NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Issuer Default
Rating and outstanding debt ratings of NOVA Chemicals Corporation
after the closing of its acquisition by the International
Petroleum Investment Company, the investment arm of the Emirate of
Abu Dhabi.  The company's Rating Outlook is Stable.

Fitch took these actions:

  -- IDR upgraded to 'B+' from 'B-';

  -- Secured revolver upgraded to 'BB+/RR1' from 'BB-/RR1';

  -- Series 'A' preferred notes upgraded to 'BB+/RR1' from 'BB-
     /RR1';

  -- Senior unsecured revolver revised to 'B+/RR4' from 'BB-
     /RR1'.

  -- Senior unsecured notes revised to 'B+/RR4' from 'BB-/RR1'.

The rating action reflects the improvements to NOVA's credit
profile following the closing of its acquisition by IPIC (IDR
'AA/F1+' by Fitch).  To date, NOVA has received tangible credit
support from IPIC of $350 million, comprising a $150 million
backstop facility (used to repay a portion of NOVA's
$250 million 7.4% notes due earlier this year) and a
$200 million equity injection at closing.  In addition, the
company has secured covenant relief from lenders for all of its
facilities until 2010.  Previous covenants, including the
restrictive net-debt-to-cash-flow covenant, have now been replaced
by a minimum EBITDA test.

Fitch notes that IPIC has a track record of supporting its
investments -- including a shareholder loan and dividend
forbearance for its investment in petrochemical company Borealis,
and the extension of working capital credits for Hyundai Oilbank
in Korea.  While Fitch believes it likely that IPIC would offer
additional credit support to NOVA in the case of further downside
in the chemicals markets, several features of the deal suggest
that the parent-subsidiary linkage in this case is weak, which
limits the ratings uplift associated with the link to the parent.
In terms of legal ties, there are no explicit credit guarantees
from IPIC to NOVA, and the company anticipates that any
refinancing of current debt will take place at the subsidiary
rather than parent level.  In addition, feedstock integration does
not appear to be a key driver of the deal, as feedstock supplies
at NOVA's main Joffre, Alberta olefins/polyolefins plant will
continue to be sourced locally (i.e. AECO natural gas).

Post-closing, NOVA is expected to have $1.7 billion in debt on its
balance sheet, comprising approximately $610 million in bank debt
and $1.1 billion in senior notes.  Refinancing requirements are
expected to remain steep, with maturities of $814 million expected
due in the first quarter of 2010 as of the transaction close.  At
the same time, fundamentals in the North American ethylene and
polyethylene markets remain soft.  As projected by Fitch, NOVA
will be modestly free cash flow positive in 2009 (note that Fitch
assumed NOVA's shareholder would not take distributions from its
subsidiary in 2009).  However, Fitch expects EBITDA will remain
depressed in 2009, resulting in debt/EBITDA leverage metrics which
are weak for the rating category at over 6.0 times (x).  Looking
forward, the main catalysts for an upgrade to NOVA's rating
continue to center on speed of the recovery in underlying ethylene
and polyethylene markets, and how quickly NOVA applies free cash
flow to de-lever from current levels.  Catalysts for a downgrade
include an inability by NOVA to refinance current debt maturities,
or an unwillingness by IPIC to support its investment in the event
of a further downside scenario in the chemicals market.

In the first quarter of 2009, NOVA's polyethylene sales totaled
771 million pounds, up slightly from the 747 million pounds seen
in the fourth quarter but well below the 916 million pound level
seen in the first quarter of 2008.  NOVA's feedstock cost
advantage over Gulf Coast oil- based ethylene crackers (the
'Alberta Advantage') averaged $0.04/lb in the first quarter versus
$0.02/lb in the fourth quarter of last year.  Looking forward, the
recent widening of the crude oil/natural gas ratio well above
historical averages will likely further boost the Alberta
Advantage this year.  Countering this somewhat has been the
appreciation of the Canadian dollar, which has put pressure on the
company's fixed costs (largely incurred in Canadian dollars).

At March 31, 2009, NOVA's liquidity was $323 million, down
significantly from the $573 million reported at the end of last
year.  The company had five separate revolvers totaling
$765 million in notional capacity ($740 million available based on
covenant restrictions).  Total availability was $182 million after
borrowings of $513 million and letter of credit usage of
$45 million.  Cash balances were $141 million.  NOVA's largest
secured revolver ($350 million) matures in June 2010.  Maturities
across other revolvers vary but generally range from 2010-2013.
Management anticipates that all existing liquidity facilities will
remain in place at closing.

Fitch's Recovery Rating (RR) of '1' on NOVA's secured revolving
credit facility and preferred notes issuance indicates outstanding
recovery prospects (91%-100%) for holders of these debt issues.
These issuances are secured by the net book value of petrochemical
plants in Canada, including NOVA's interest in the E1, E2 and E3
crackers in Joffre, Alberta.  Note that the preferred notes share
in this security on a pari passu basis.  The Recovery Rating for
NOVA's senior unsecured notes and revolver of '4' indicates
average recovery prospects (31%-50%) for holders of these debt
issues.  Fitch applied a liquidation value analysis for these RRs.

NOVA's Asset Retirement Obligation (ARO) was $20 million at year-
end 2008 and consisted of expected remediation costs for facility
closures.  The company's pension plans had a funding deficit of
$181 million at the end of 2008, versus a deficit of $166 million
the year prior.  In 2009, contributions to NOVA's defined benefit
plan are expected to be $40 million to $50 million.

Nova Chemicals is a multinational producer of commodity chemicals
including styrene, polystyrene, ethylene and polyethylene with
approximately 2,700 full-time employees.  A majority of its assets
are located in Canada and the U.S.  In North America, Nova is the
leading producer of styrene and expandable polystyrene and the
fifth largest ethylene producer.  The company reports three
business segments: olefins/polyolefins, performance styrenics, and
the INEOS-NOVA Joint Venture.  In 2008, the U.S. accounted for 45%
of sales, Canada for 35%, Europe and rest of the world for 19%.
Polyethylene and styrenic polymers are used in rigid and flexible
packaging, containers, plastic bags, plastic pipe, electronic
appliances, housing and automotive components and consumer goods.
Exports to Asia are enabled in part by low-cost back-haul shipping
economics from Western Canada.


NUTRITIONAL SOURCING: PBGC Protests Latest Liquidation Plan
-----------------------------------------------------------
The Pension Benefit Guaranty Corp. objected to Nutritional
Sourcing Corp.'s latest proposed plan of liquidation and
disclosure statement, claiming the debtor has failed to justify
proposed releases of liability in connection with unfunded
employee pension plans, according to Law360.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent the
Official Committee of Unsecured Creditors.  The Company has
disclosed $130.8 million in assets and debt totalling $266.5
million with the Court.


PANOLAM INDUSTRIES: Moody's Views Missed Prepayment as Default
--------------------------------------------------------------
Moody's Investors Service changed the probability of default
rating of Panolam Industries International, Inc., to 'D' from
'Ca/LD' following the company's announcement that it has failed to
make an excess cash flow payment to lenders of its first lien bank
credit facility on June 30, 2009.  All other ratings have been
affirmed.  The rating outlook is negative.

The rating action follows the Company's announcement that the
previously announced forbearance agreement, dated March 31, 2009,
expired on June 30, 2009, and that Panolam would not fund the
interest and excess cash flow prepayments due to first lien
lenders on this date.  Moody's views the missed mandatory
principal prepayment as a default under its definition of
defaults.  The credit agreement provides a five business day grace
period for missed interest payments, which is expected to elapse
without payment.

In addition, Panolam announced that it has reached an agreement in
principle with noteholders, holding two-thirds of the outstanding
senior subordinated notes, to pursue a restructuring which will
substantially reduce Panolam's outstanding debt and prospective
interest requirements.  Moody's will likely withdraw the ratings
on the senior subordinated notes upon execution of the planned
restructuring agreement.  Panolam continues to discuss possible
restructuring alternatives with first lien lenders.

These ratings were downgraded:

  -- Probability of default, downgraded to D from Ca/LD;

These ratings were affirmed:

  -- Corporate Family Rating, affirmed at Ca;

  -- $168 million Sr. Sec. 1st Lien Term Loan, due 2012, at
     Caa3 (LGD2, 27%);

  -- $30 million Sr. Sec. 1st Lien Revolver, due 2010, at Caa3
     (LGD2, 27%);

  -- $150 million 10.75% Sr. Sub. Notes, due 2013, at C (LGD5,
     82%); and

  -- Speculative grade liquidity rating at SGL-4

The previous rating action on Panolam was the May 7, 2009, change
in probability of default rating to Ca/LD as a result of its
failure to make the interest payment on the 10-3/4 senior
subordinated notes within the 30 day grace period.

Headquartered in Shelton, Connecticut, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates.  Revenues during 2008 were $366 million.


PCS EDVENTURES: Posts Net Loss of $1.9MM in Year ended March 31
---------------------------------------------------------------
PCS Edventures!.com, Inc. disclosed in a filing with the
Securities and Exchange Commission it financial results for the
year ended March 31, 2009.

At March 31, 2009, the Company's balance sheet showed total assets
of $1,728,247, total liabilities of $483,510 and stockholders'
equity of $1,244,737.

For the year ended March 31, 2009, the Company posted a net loss
of $1,957,753 compared with a net loss of $723,224 for the same
period in the previous year.

As of the fiscal year ended March 31, 2009, the Company had
$548,443 in cash, with total current assets of $1,177,282 and
total current liabilities of $483,510.

The Company has working capital of $693,772 at March 31, 2009.
The working capital indicates that its ability to pay current debt
obligations through its current assets is favorable.  The working
capital for the fiscal year ended March 31, 2008, was $1,477,307.
This decrease was due primarily to the fiscal year 2009 decrease
in sales.

                        Going Concern Doubt

On June 28, 2009, M&K CPAS, PLLC in Houston, Texas, raised
substantial doubt about PCS Edventures!.com, Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended March 31, 2009.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations.

A full-text copy of the Form 10-K is available for free at:

           http://ResearchArchives.com/t/s?3ec7

                     About PCS Edventures!.com

Based in Boise, Idaho, PCS Edventures.com, Inc. (OTC BB: PCSV.OB)
-- http://www.edventures.com/-- designs, develops, and markets
educational learning labs bundled with related technologies and
programs to the K-12 market worldwide.  The company's products
include Academy of Engineering, Academy of Electric Engineering,
Academy of Science, Academy of Robotics, Edventures! Lab, and
Discover! Lab, which are site-license installations for classrooms
and learning programs; PCS BrickLab and Young Learner Building Box
for classrooms and learning programs; and Edventures! Online,
which is an Internet delivered educational experience that
supports its Edventures! Labs; and Discover! Labs site licenses,
as well as serves as a stand-alone home usage program.  The
company markets its products and technologies to the public and
private school classrooms for pre-kindergarten through college,
after school market, and home school market.  It has strategic
alliances with K'Nex Corporation, Science Demo, and GibsonTechEd.
PCS Edventures!.com, formerly known as PCS Education Systems,
Inc., was incorporated in 1994 and changed its name to PCS
Edventures!.com, Inc., in 2000.


PEANUT CORP: Insurance Litigation Moved to District Court
---------------------------------------------------------
Westlaw reports that a stakeholder's interpleader adversary
proceeding, filed as an insurer of a Chapter 7 debtor to determine
allocation of proceeds of a directors' and officers' policy in
anticipation that demands for payment would exceed the aggregate
liability limit, warranted a discretionary withdrawal of reference
to the bankruptcy court for cause shown.  The interpleader action
was a non-core bankruptcy proceeding that neither invoked a
substantive right provided by the Bankruptcy Code nor arose, by
nature, only in the context of a bankruptcy case.  Withdrawal
would more efficiently use the parties' resources, promote
judicial economy, and preserve the right to jury trial on state-
law counterclaims by insured debtor's former director and officer.
In re Peanut Corp. of America, --- F.Supp.2d ----, 2009 WL 1584609
(W.D. Va.).

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

As reported in the Troubled Company Reporter on March 31, 2009,
Federal Insurance Co. provides Peanut Corp. of America with
$1 million of insurance coverage and initiated the interpleader
action in the Bankruptcy Court to help figure out how to divide
the insurance proceeds as claims exceed the amount of coverage.


PETRORIG I: Court Establishes August 19 Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established August 19, 2009, at 5:00 p.m. (prevailing Eastern
Time) as the last date and time of the filing of proofs of claim
in PetroRig I Pte Ltd's bankruptcy case.

The Governmental Bar Date is November 13, 2009.

While PetroRig I's case is jointly administered with the cases of
PetroRig II Pte Ltd and PetroRig III Pte Ltd, the Bar Date and
Governmental Bar Date apply only to claims against PetroRig I.  As
of the date of the legal notice, a deadline has not be set for
creditors of PetroRig II and PetroRig III to file proofs of claim.

Attorneys (with full access accounts) and employees of
institutional creditors (with limited access accounts) should file
proofs of claim electronically on the Court's Case
Management/Electronic Case File system.  Those without accounts to
the CM/ECF system must file their proofs of claim by mailing or
delivering the original proof of claim by hand or overnight
courier to the Court at:

     United States Bankruptcy Court
     Southern District of New York
     PetroRig I Pte Ltd, et al. Claims
     One Bowling Green, Room 3
     New York, NY 10004-1408

with a copy to:

     Tracy Southwell
     Akin Gump Strauss Hauer & Feld LLP
     2029 Century Park East, Suite 2400
     Loss Angeles, CA 90067

Proofs of claim will be deemed timely filed only if actually
received on or before the Bar Date.

Headquartered in Singapore, PetroRig I Pte Ltd, PetroRig II Pte
Ltd, and PetroRig III Pte Ltd are rig-owning Singapore
subsidiaries of Norwegian oilfield driller PetroMENA ASA.
PetroRig I Pte. Ltd. and its affiliates filed for Chapter 11 on
May 17, 2009 (Bankr. S. D. N.Y. Lead Case No. 09-13083).  Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP represents
the Debtors in their restructuring efforts.  The Debtors listed
between $100 million and $500 million each in assets and debts.


PHILADELPHIA NEWSPAPERS: Suits Injunction Extended for 60 Days
--------------------------------------------------------------
The Hon. Eduardo C. Robreno of the U.S. District Court for the
Eastern District of Pennsylvania affirmed an injunction barring
suits against the Philadelphia Inquirer and other local papers,
holding that Philadelphia Newspapers LLC's reorganization and its
obligations to its employees recommend halting actions against
non-debtor affiliates for an additional 60 days.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of $100
million to $500 million.


POLAROID CORP: Can Use Petters Cash Collateral Until July 16
------------------------------------------------------------
The U.S. Bankrupty Court for the District of Minnesota has granted
PBE Corporation, formerly known as Polaroid Corporation, and its
affiliated debtors, authority to use cash, including cash
collateral, on an interim basis, through and including July 16,
2009, in which potentially Petters Company, Inc., Petters Capital
LLC, Petters Company, LLC (collectively, Petters Creditors) each
claim an interest, in material compliance with the projections
attached to the motion.

In papers filed with the Court, the Debtors said it will use the
cash collateral to further wind-down operations, sell remaining
assets, preserve corporate records and documents and administer
these estates.

Additionally, the Debtors are authorized to utilize LC Deposit
Refunds and Miscellaneous Cash, as defined in the motion, in the
amount of $1.4 million, and in material compliance with the
projections attached to the motion.

As adequate protection, and solely to the extent of the Debtors'
use of cash collateral in which Petters Creditors, as well as
Acorn Capital Group, LLC, PAC Funding, LLC, RWB Services, LLC and
Ritchie Capital Management, L.L.C., Ritchie Special Credit
Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investments
I, L.L.C., and Ritchie Capital Structure Arbitrage Trading, Ltd.,
claim or may claim an interest, including the Debtors' previous
use of Settlement Proceeds in the amount of approximately $700,000
in which Acorn was previously granted a postpetition replacement
lien as adequate protection of its interests, said parties are
granted replacement liens in all assets of the Debtors, including
but not limited to avoidance causes of action under chapter 5 of
the Bankruptcy Code,

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the Company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr.
D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on Oct. 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


POMARE LTD: Maui Divers Agrees to Concessions, Withdraws Bid
------------------------------------------------------------
Randi Petrello at Pacific Business News at Pomare Ltd. reports
that Maui Divers Jewelry said that it has withdrawn its bid to
acquire Hilo Hattie after it reached an agreement with the Debtor.

According to Bill Rochelle at Bloomberg News, Maui dropped its bid
instead agreed to accept a $1.25 million unsecured claim plus a
new concession agreement to be the sole jewelry retailer in the
seven Hilo Hattie stores.  Maui will also pay a $750,000 renewal
fees.

Maui Divers CEO Bob Taylor said in a statement that it was in the
best interest of the creditors for his company to withdraw its
bid.

Bloomberg notes that the withdrawal of the Maui offer leaves the
field open for the reorganization plan sponsored by Bum Sik Kang,
the owner of Royal Hawaiian Creations and the largest unsecured
creditor.  Mr. Kang acquired control in June.  He is providing $1
million in financing for the Chapter 11 effort while infusing $2
million of working capital on emergence from reorganization.

As reported by the Troubled Company Reporter on July 1, 2009, the
Hon. Robert Faris of the U.S. Bankruptcy Court for the District of
Hawaii put off his decision on the sale of Hilo Hattie to Maui
Divers Jewelry.  TOC Inc. transferred its outstanding stock to
Royal Hawaiian Creations owner Donald Kang, who submitted an
amended Chapter 11 bankruptcy reorganization plan for Hilo Hattie,
wherein unsecured creditors will be paid 1% of what they are owed
per year for five years, but not before the fall of 2010.  The
plan originally would cancel the concession agreement that Maui
Divers Jewelry has with Hilo Hattie at its seven stores.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PROVIDENT ROYALTIES: SEC Obtains Asset Freeze Against Firm
----------------------------------------------------------
Sarah N. Lynch at Dow Jones Newswires reports that the U.S.
Securities and Exchange Commission said that it has obtained an
emergency asset freeze against Provident Royalties LLC for
allegedly running a $485 million Ponzi scheme.

The SEC said in court documents that Provident Royalties made
fraudulent securities offerings involving oil and gas assets
between June 2006 and January 2009 to more than 7,700 investors.

According to court documents, Provident Royalties also sued
Provident Royalties' founding members:

     -- Paul Melbye,
     -- Brendan Coughlin, and
     -- Henry Harrison.

Dow Jones relates that Provident Royalties' brokerage arm --
Provident Asset Management LLC -- and 21 entities that offered and
sold securities were also sued.

Court documents say that the SEC accused Provident Royalties of
falsely promising yearly returns of up to 18% and misrepresenting
that 85% of the funds raised in offerings would be used to buy oil
and gas real estate, among other things.

Dow Jones quoted Ken Israel, the director of the SEC's Salt Lake
Regional Office, as saying, "Provident sold ostensibly safe
securities such as preferred stock to thousands of investors.  But
it was actually operating a Ponzi-like shell game in which assets
were shuttled from one entity to another and investors were paid
returns from whatever money was available, usually that of the
most recent investors."

The SEC filed for the emergency asset freeze partly due to
Provident Royalties' bankruptcy, Dow Jones says, citing Thomas
Melton, a senior regional trial counsel for the SEC.

Provident Royalties LLC owns working interests in oil and gas
properties primarily in Oklahoma.  Provident and its affiliates
filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No.
09-33886).  Judge Harlin DeWayne Hale presides over the case.
Patton Boggs LLP represents the Debtors as their bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the claims and
noticing agent.  The Company estimated assets and debts of $100
million to $500 million.


QVC INC: S&P Withdraws 'BB+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
television shopping network QVC Inc., as the company's proposed
loan facility has been withdrawn.

                           Ratings List

                            Withdrawn

                             QVC Inc.

                                  To      From
                                  --      ----
       Corporate Credit Rating    NR      BB+/Watch Neg/--
       Proposed Term Loan B       NR      BBB/Watch Neg
         Recovery Rating          NR      1

                         NR -- Not rated.


RACING SERVICES: No Criminal Conviction Nixes Subordination
-----------------------------------------------------------
The United States Court of Appeals for the Eighth Circuit has
upheld lower court decisions saying that following the reversal of
a claimant's criminal conviction, her claim against a debtor's
estate should not be equitably subordinated.

As previously reported in the Troubled Company Reporter, Racing
Services, Inc., provided simulcast (simultaneous broadcast)
services to licensed off-track betting operators in North Dakota.
RSI and Susan Bala, its president and sole shareholder, were
indicted for federal gambling and money laundering violations.
RSI filed for bankruptcy protection (Bankr. D. Del. Case No. 04-
10349, transferred to Bankr. D. N.D. Case No. 04-_____) on
February 3, 2004, and Kip M. Kaler was subsequently appointed as
Chapter 7 bankruptcy Trustee.  A jury convicted RSI and Ms. Bala
in the criminal case.  The district court sentenced Ms. Bala and
entered forfeiture judgments against her and RSI.  With their
appeal in the criminal case pending, Ms. Bala filed a Chapter 7
administrative expense claim seeking $110,218.54 in post-petition
rent for Fargo office space owned by her and leased to RSI.  After
a hearing, the bankruptcy court allowed the claim but subordinated
it to "all other allowed claims pursuant to 11 U.S.C. Sec.
510(c)(1)."  The Eighth Circuit Bankruptcy Appellate Panel
affirmed.  In re Racing Servs., Inc., 340 B.R. 73 (B.A.P. 8th Cir.
2006).

In March 2007, the Eighth Circuit reversed the criminal
convictions and forfeiture judgments.  United States v. Bala, 489
F.3d 334 (8th Cir. 2007).  Ms. Bala then filed and the bankruptcy
court granted a motion to vacate the Subordination Order under
Rule 60(b)(5) of the Federal Rules of Civil Procedure, made
applicable to bankruptcy cases by Bankruptcy Rule 9024.  The
Trustee and the State of North Dakota, a substantial RSI creditor,
appealed.  Again the BAP affirmed.  In re Racing Servs., Inc., 386
B.R. 751 (B.A.P. 8th Cir. 2008).  The Trustee appealed again, and
the Eight Circuit agrees there is no basis for subordination of
Ms. Bala's claim.


RELIANCE INTERMEDIATE: Moody's Assigns 'Ba2' Rating on Debt
-----------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2 rating to
US$250 million of debt to be issued by Reliance Intermediate
Holdings LP.  The outlook is stable.

Approximately C$103 million will be invested in RIH's wholly-owned
subsidiary, Reliance LP, in the form of additional equity, with
the balance used to fund transaction costs and a distribution to
RIH's owners.  Reliance LP will use the proceeds of the RIH equity
to pay down the C$103 million outstanding on the Tranche A Senior
Credit Facility.  There is no change to the Baa3 rating and stable
outlook assigned to the debt of Reliance LP.

The (P)Ba2 rating reflects the subordinated nature of the debt
issued by Reliance Intermediate Holdings LP since the servicing of
that debt relies on distributions made by Reliance LP (senior
secured debt rated Baa3).  In addition, the (P)Ba2 rating reflects
the high consolidated leverage of the Reliance group (RIH and its
100% interest in Reliance LP) and the expectation that Reliance LP
will incur additional debt to finance its growth capital
expenditures.  That high leverage is only partially mitigated by
Reliance's strong market position in a duopoly market in Ontario
for water heater products and services.  Moody's notes that
Reliance LP continues to perform as expected in spite of the
recessionary trends in central Canada.  The rating also reflects
concerns regarding the unhedged US Dollar exposure arising from
the debt issuance, as Reliance estimates that it will only be able
to raise a portion of the debt in Canadian Dollar-denominated
notes, and it does not have any US Dollar-denominated revenues
which might act as a natural hedge.  RIH has indicated that it may
hedge its exposure on an opportunistic basis although its current
projections do not take into account any hedging costs.

Reliance Intermediate Holdings LP's rating was assigned by
evaluating factors believed to be relevant to the credit profile
of Reliance such as i) the business risk and competitive position
of the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, and iv) the issuer's history of achieving consistent
operating performance and meeting budget or financial goal.  These
attributes were compared against other issuers both within and
outside of Reliance's core peer group and Reliance's ratings are
believed to be comparable to ratings assigned to other issuers of
similar credit risk.

The last rating action was on April 8, 2009, when the Ba2 rating
for Reliance Intermediate Holdings LP was withdrawn.  At that
time, the Baa3 rating and stable outlook on the debt of Reliance
LP were affirmed.

Headquartered in Toronto, Reliance Intermediate Holdings LP is a
partnership which was formed to acquire the business owned by UE
Waterheater Income Fund in 2007.


RENAISSANCE CUSTOM: Files Ch 11 Plan; Creditors to Get Equity
-------------------------------------------------------------
Portland Business Journal reports that Renaissance Customs Homes
LLC has filed its reorganization plan.

Business Journal relates that under the Plan, Renaissance Customs
CEO Randy Sebastian will surrender some of the equity in the
Company to creditors.  According to the report, the reorganization
will consolidate Renaissance Customs with its two debtor-
affiliates into a single entity called Renaissance Development
Corp.  The report says that Renaissance Development will be less
than half the size of the $163.5 million Company.

Business Journal reports that under the plan, secured creditors
will be repaid in full and partially repay eight banks and other
creditors that provided funds to purchase and develop land and buy
vehicles.  Business Journal relates that unsecured creditors will
also get stock.

Mr. Sebastian, says Business Journal, will remain the majority
shareholder, president, and CEO of post-bankruptcy Renaissance
Customs.  He held 100 percent of the equity in the Debtors before
they field for bankruptcy, Business Journal says.  According to
the report, Mr. Sebastian will get shares in exchange for a $2.18
million loan he and his wife made Renaissance Customs to help it
survive bankruptcy.  The report states that the Sebastians could
lend Renaissance Customs
$5.77 million by the time the Company emerges from bankruptcy.
The report says that Mr. Sebastian and his chief lieutenant, Tim
Breedlove, will serve on the new company's board, along with two
members selected by the creditors committee, while a fifth member
will be selected by the board.

A hearing on the reorganization plan will be held on August 18,
according to Business Journal.

Renaissance Development, under the Plan, will return to
profitability in 2010 with anticipated revenue of
$42.64 million, increasing to $68.44 million by 2014, Business
Journal states.

Headquartered in Lake Oswego and West Linn, Oregon, Renaissance
Customs Homes LLC -- http://www.renaissance-homes.com/-- engages
in residential real estate and home-building business.  The
Company has about 34 full-time employees.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on September 25, 2008 (Bankr. D. Ore. Case No. 08-
35023).  Albert N. Kennedy, Esq., Ava L. Schoen, Esq., and Timothy
J. Conway, Esq., at Tonkon Torp LLP assists the Debtors in their
restructuring efforts.  Renaissance Customs listed
$50 million to $100 million in assets and $50 million to
$100 million in debts.


RIA LLC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Ria, LLC
        PO Box 1738
        Washington, DC 20013-1738

Bankruptcy Case No.: 09-00588

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                  Semmes, Bowen & Semmes
                  1001 Connecticut Avenue, Suite 1100
                  Washington, DC 20036
                  Tel: (202) 822-8250
                  Fax: (202) 293-2649
                  Email: jsherman@semmes.com

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

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

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

          http://bankrupt.com/misc/dcb09-00588.pdf

The petition was signed by Jason Saunders.


RITZ CAMERA: Court to Consider Proposed Sale Process Tomorrow
-------------------------------------------------------------
Alan Wolf at TWICE reports that Ritz Camera Centers, Inc., is
putting itself on the auction block.  TWICE states that a hearing
on the bidding procedures will be held on July 10, while a sale
hearing has been set for July 23.

According to TWICE, Ritz Camera is looking to sell all or part of
the business as a going concern, or liquidate all or part of its
assets in an open auction.

TWICE relates that Ritz Camera has shut half of its 800 camera
stores and closed its 130-unit Boater's World chain of water
sports stores in a recently concluded going-out-of-business sale
that started in March 2009.  According to court documents, Ritz
Camera said that despite the action, which lowered its expenses
and cost structure and "significantly increased its liquidity,"
the Company is unable to fund operations through the summer or buy
inventory.

Ritz Camera, says TWICE, has held talks with two potential
bidders.  TWICE states that Ritz Camera hopes to solicit an
initial bid from one of the two parties, and conduct an auction in
which its assets that would be sold to the highest bidder.

Ritz Camera, according to TWICE, said that it will accept bids for
all of its assets, including inventory, leases, and intellectual
property.

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A. is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of $172.1
million.


RH DONNELLEY: Court OKs Application for Grubb as Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
R.H. Donnelley Corp. and its affiliates to employ Grubb & Ellis
Company as real estate consultant nunc pro tunc to the Petition
Date.

The Debtors engaged Grubb & Ellis in April 2009 as their agent
for real property transactions.  Since that time, Grubb & Ellis'
professionals have worked closely with the Debtors' management
team and the Debtors' other professionals and have become
acquainted with the Debtors' business operations.  The Debtors
believe that Grubb & Ellis' services are necessary for them to
effectively manage their real estate assets.

As the Debtors' real estate consultant, Grubb & Ellis will:

  a. negotiate with landlords and their agents with respect to
     lease modifications and present proposed transactions for
     the Debtors' approval;

  b. assist the Debtors in implementing and negotiating
     lease restructures;

  c. provide general lease restructuring advice, including
     forming Broker Opinions of value, writing Recommendation
     Reports and landlord letters;

  d. assist in communication and negotiation with the
     Debtors' constituents, including creditors, employees,
     vendors, shareholders, and interested parties in connection
     with the Chapter 11 cases relative to the Debtors' leases;
     and

  e. negotiate with and solicit offers from prospective
     relocation alternatives.

The Debtors will pay Grubb & Ellis if it negotiates a lease
modification that results in a rent reduction:

  -- 10% of the total cash savings to be realized by the Debtors
     during the then-remaining base term if the Total Cash
     Savings are between zero and $249,999;

  -- nine percent if the Total Cash Savings are between $250,000
     and $749,999; and

  -- eight percent if the Total Cash Savings are over $750,000.

In addition to the Incentive Fee, the Debtors will reimburse
Grubb & Ellis for any reasonable and necessary fees up with a cap
at $1,400 for any individual site.  The Debtors will also
indemnify Grubb & Ellis in connection with its services.

Steven Monroe, senior vice president of Grubb & Ellis, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Court.

                      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 Nod to Employ KPMG LLP as Tax Consultants
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
R.H. Donnelley Corp. and its affiliates to employ KPMG LLP as
their tax consultants nunc pro tunc to the Petition Date.

The Debtors require the services of a seasoned and experienced
auditor and tax consultant that are familiar with their
businesses and operations and the Chapter 11 process.

In the course of performing services for the Debtors over the
past years, KPMG has developed significant institutional
knowledge related to, and an intimate understanding of, the
Debtors' businesses, finances, operations, systems and capital
structure.  Accordingly, retaining KPMG is an efficient and cost
effective manner in which the Debtors may obtain the requisite
services, the Debtors submit.

As the Debtors' tax consultants, KPMG will perform audit, tax
consulting, and tax compliance services.

A. Audit Services

  a. An integrated audit, consisting of an audit of the
     consolidated balance sheets of Debtors R.H. Donnelley, Dex
     Media West, and Dex Media, Inc., as of December 31, 2009
     and 2008, the related consolidated statements of operations
     and comprehensive income, changes in shareholders' equity,
     and cash flows for each of the years in the three-year
     period ended December 31, 2008, and an audit of the
     internal control over financial reporting as of
     December 31, 2009;

  b. For the quarters ended March 31, 2009, June 30, 2009, and
     September 30, 2009, reviews of accounting and financial
     data of RHD, DMI and DMW in accordance with certain filing
     requirements under the Securities Exchange Act of 1934;

  c. Audit of the consolidated balance sheets of RHDI as of
     December 31, 2009 and 2008, the related consolidated
     statements of operations and comprehensive income, changes
     in shareholder's equity, and cash flows for each of the
     years in the two-year period ended December 31, 2009;

  d. Audit of the consolidated balance sheets of DME as of
     December 31, 2009 and 2008, the related consolidated
     statements of operations and comprehensive income, changes
     in owner's equity, and cash flows for each of the years in
     the two-year period ended December 31, 2009; and

  e. Provide other reports as requested, including debt
     compliance letters as required by the Debtors' various
     credit agreements and indenture.

B. Tax Consulting Services

  a. Review and analysis of tax issues that arise from certain
     debt restructuring options, including cancellation of debt
     income projections and tax attribute reduction and
     utilization calculations;

  b. Review of any tax analysis included in any financial models
     prepared by Debtors' advisors;

  c. Assist Debtors in evaluation of the tax implications of
     certain changes to Debtors' corporate structure and review
     the effect of such changes on Debtors' effective tax rate
     and tax attribute utilization;

  d. Provide tax advice concerning whether Debtors have
     experienced one or more ownership changes within the
     meaning of Section 382 of the Internal Revenue Code of 1986
     during the period from January 31,2006 through March 31,
     2009;

  e. Provide assistance with respect to Debtors annual Section
     382 limitation, net unrealized built-in gain/loss position
     and recognition of any built-in gains or losses; and

  f. Estimate fair market value of the total assets of certain
     legal entities as of any ownership change date;

C. Tax Compliance Services

  a. Provide federal and state tax compliance and related tax
     consulting services to Debtors for the 2008 tax year;

  b. File approximately 967 sales and use tax returns for the
     2009 tax year;

  c. Compute Debtors' state allocation and apportionment factors
     for the 2008 tax year;

  d. Amend approximately 14 federal and 162 state returns in
     various years between 2001 and 2006 as a result of IRS
     audit and other non-audit adjustments; and

  e. Prepare federal and state or local estimates for June 2009,
     September 2009 and December 2009.

The Debtors will pay KMPG's professionals according to these
hourly rates:

A. Audit Services

  Partners                   $500 to $700
  Senior Managers                 400
  Managers                        325
  Senior Associates               250
  Associates                      200

B. Tax Consulting Services

  Partners                   $360 to $720
  Senior Managers             330 to 660
  Managers                    280 to 560
  Senior Associates           210 to 420
  Associates                  130 to 260

C. Tax Compliance Services

  National Office Partner        $700
  Partners                        290
  Senior Managers                 250
  Managers                        190
  Senior Associates               140
  Associates                      110

KPMG's fees for integrated audit services are $1,750,000.  In
addition, KPMG estimates that procedures over the tax provision
and related accounts will be an additional $250,000 billed on an
hourly basis.  The Debtors will also reimburse KPMG for any
necessary out-of-pocket expenses.

H. Paul Chapman, a partner at KPMG, 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)


RONALD JACKSON: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Ronald E. Jackson
               Gail L. Jackson
               1810 Old Springfield Road
               Vandalia, OH 45377

Bankruptcy Case No.: 09-34121

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtors' Counsel: Lester R. Thompson, Esq.
                  1340 Woodman Drive
                  Dayton, OH 45432
                  Tel: (937) 252-2030
                  Email: tdbklaw@gmail.com

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

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

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

      http://bankrupt.com/misc/ohsb09-34121.pdf

The petition was signed by the Joint Debtors.


SEMGROUP LP: Applies to Employ Financial Balloting Group
--------------------------------------------------------
SemGroup L.P. and its debtor-affiliates sought and obtained the
U.S. Bankruptcy Court for the District of Delaware's authority to
employ Financial Balloting Group LLC as their special noticing,
balloting, and vote tabulation agent, pursuant to the terms of an
engagement letter, in connection with the identification and
solicitation of holders of securities of the Debtors.

As special noticing, balloting and vote tabulation agent, FBG
will, among others:

  (a) provide the Debtors advice regarding all aspects of the
      Plan vote, including timing issues and tabulation
      procedures, and the documents needed for the vote;

  (b) review the voting portions of the Disclosure Statement
      explaining the Plan of Reorganization, and ballots;

  (c) work with the Debtors to request appropriate information
      from the Depository Trust Company and the indenture
      trustee(s) with respect to the public securities, and from
      the agent in connection with the secured debt;

  (d) mail voting documents to registered record holders of
      bonds (if any), and to the holders of the secured debt and
      other individual parties;

  (e) coordinate the distribution of voting documents to holders
      of the publicly held bonds by forwarding the appropriate
      documents to the banks and brokerage firms holding the
      securities, who in turn will forward it to beneficial
      owners for voting;

  (f) establish a Web site for the posting of solicitation
      documents; and

  (g) tabulate all ballots and master ballots received prior to
      voting deadline, and prepare a vote certification for
      filing with the Court;

The Debtors propose to pay FBG based on this fee structure:

    Professional                     Hourly Rate
    ------------                     -----------
    Executive Director                  $410
    Vice President                      $360
    Senior Case Manager                 $300
    Case Manager                        $240
    Programmer II                       $195
    Programmer I                         $65

The Debtors also seek to pay FBG these rates, as applicable:

-- $15,000 for the distribution of materials to holders in
    "record" name;

-- $1.75 to $2.25 per voting package, for the mailing to any
    individual voting parties, depending on the complexity of
    mailing, with a $500 minimum for each file;

-- a minimum charge of $2,000 to take up to $250 telephone
    calls from holders and other parties within a 30-day
    solicitation period.  Additional calls will be charged at $8
    per call;

-- a hosting fee of $150 per month to post relevant documents
    to the FBG document Web site, with an appropriate extension
    for the solicitation.

-- a charge of $125 per hour for the tabulation of ballots and
    master ballots, plus set up charges of $1,000 for each
    tabulation element;

-- $0.50 to $0.65 per holder, for up to two paper notices
    included in the same envelope, with a $500 minimum, for
    mailings to holders of secured debt or any registered record
    holders of bonds;

-- $3,500 for mailings to holders of debt securities in Record
    name.

Moreover, the will indemnify FBG for obligations arising in
connection with the engagement, excluding those arising from the
negligence of the firm or its professionals with respect to the
engagement.

Jane Sullivan, executive director of Financial Balloting Group,
LLC, in New York, assures the Court that her firm is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.

                         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)


SEMGROUP LP: Court Postpones Ruling on Plan Outline to July 20
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware convened a hearing on June 25, 2009, to
consider approval of the Disclosure Statement explaining the
Chapter 11 Plan of Reorganization filed by SemGroup L.P. and its
debtor affiliates but decided to put off his ruling until
July 20 to give parties-in-interest additional time to evaluate
the amendments made to the Debtors' Plan.

                        First Amended Plan

During the June 25 hearing, the Debtors filed with the Court
their first amended plan, which provides, among others, that 95%
of the new common stock of the reorganized Debtors will be issued
to prepetition lenders while the remaining 5% of the new common
stock will be issued to holders of the senior notes claims and
general unsecured claims.

The Debtors expect their total available distributable value as
of the Effective Date to be $2.246 billion consisting of:

  * $911 million in cash
  * $300 million in new term notes, and
  * $1.035 billion in new common stock and warrants.

The original plan, filed on May 15, 2009, valued the reorganized
company at $2.6 billion.

The Reorganized Debtors will retain about $50 million of the
$911 million in cash for working capital and general corporate
purposes and will distribute remaining cash, and the new term
notes, new common stock, warrants, and interest in the litigation
trust to holders of allowed claims.

The Debtors increased to $295 million, from up to $155 million,
the estimate of administrative expense claims arising from goods
delivered within 20 days to the Petition Date.

The Debtors currently expect the Effective Date to occur on or
around October 1, 2009.

The First Amended Plan further provides that:

  (a) Holders of producer secured claims under Classes 53
      through 69, which claims are not otherwise an allowed as
      20-day claim, will receive its pro-rate share of producer
      cash and the producer preferred distribution rights.

  (b) Administrative Expense Claims are unimpaired and not
      entitled to vote.  Those Claims will be paid in full.  The
      Debtors estimate the Administrative Expense Claims to
      reach $295 million.  If the Debtors object to the
      Administrative Expense Claims and those objections are
      sustained, the Debtors anticipate the amount of
      Administrative Expense Claims to reach only $200 million.
      Total cash for distribution to Producers for allowed 20-
      day claims will be reduced dollar-for-dollar by the excess
      of Producer's share of the excess of allowed
      administrative expense claims of the professionals
      retained by the Official Producers' Committee over $75,000
      per month during the period from the appointment of the
      OPC through the Effective Date.

  (c) On the Effective Date, each holder of an allowed lender
      adjustment, in full satisfaction, settlement, release and
      discharge of its claim in classes 70 through 95 under the
      Plan and any secured working capital lender claim under
      the SemGroup's plans of compromise filed in their
      insolvency proceedings under the Canadian Companies'
      Creditors Arrangement Act will receive, subject to the
      intraprepetition lender adjustment, its pro rata share of
      (i) lender cash amounting to $445 million, (ii) 61.6%, or
      $185 million in principal amount, of the new term notes,
      and (iii) 57.3%, or 23,738,693 shares, of the new common
      stock, subject to dilution of ownership percentage from
      the warrants and the management stock.

  (d) Secured revolver and term lender claims are allowed, and
      each holder of the claim, on the Effective Date, will
      receive in full satisfaction of claims in classes 96
      through 121 under the Plan and any secured revolver and
      term lender claim under the Canadian Plans its prorate
      share of (i) the lender cash of $60 million, (ii) 38.4% or
      $115 million in principal amount, of the new term notes,
      and (iii) 35.7%, or 14,779,944 shares of the new common
      stock, subject to dilution of ownership percentage from
      the warrants and the management stock.

  (e) If any of Class 149 through 174 accept the Plan, each
      holder of a senior notes claim will be entitled to receive
      in full satisfaction of the claim in Classes 149 through
      174 under the Plan and any related claims under the
      Canadian Plans, its pro rata share of (i) 3.75% or
      1,552,500 shares of the new common stock, subject to
      dilution of ownership from the warrants and the management
      stock, (ii) warrants to purchase 3.75% or 1,634,211 shares
      of new common stock, and (iii) 30% of the litigation trust
      interest.

      If all classes in Classes 201 through 226, or those
      general unsecured claims vote to reject the Plan, each
      allowed senior notes claim will be entitled to receive its
      pro rate share of the new common stock and warrants that
      would have been distributed to the holders of claims in
      Classes 201 and 226 if those classes would have voted to
      accept the Plan.

      If all classes 149 through 174 reject the Plan, each
      holder of a senior notes claims will be entitled to
      receive its allowed senior notes claim under the Plan and
      any related claims under the Canadian Plans, its pro rata
      share of 30% of the litigation trust interest.

  (f) The vote by each holder of a lender deficiency claim in
      favor or against the Plan is deemed to be a vote in favor
      of or against the Canadian Plans.  Each holder of a lender
      deficiency claim will be entitled to receive the allowed
      lender deficiency claim under the Plan and any secured
      working capital lender claim in excess of the secured
      working capital lender claim and secured revolver/term
      lender claim in excess of the secured revolver/term lender
      claim, under the Canadian Plans, its pro rata share of:

        * 0.45%, or 185,687 shares, of the new common stock if
          the lender deficiency claim is with respect to a
          secured revolver and term lender claim;

        * 1.56%, or 646,719 shares, of the new common stock if
          the lender deficiency is with respect to a secured
          working capital lender claim; and

        * 60% of the litigation trust interest.

      If all of classes 149 through 174, or the senior notes
      claims, and classes 201 through 226, or the general
      unsecured claims, vote to reject the Plan, each holder of
      an allowed lender deficiency claim will be entitled to its
      pro rata share of the new common stock that would have
      been distributed to the holders of claims in classes 149
      through 174 and classes 201 through 226, if those classes
      would have voted to accept the Plan.

  (g) On the Effective Date, each holder of a general unsecured
      claim against a Debtor will be entitled to receive:

        (1) if the class in which the general unsecured claim
            exists accepts the Plan, its pro rata share of:

               * 517,500 shares of new common stock,
                 constituting 1.25% of new Holdco equity,
                 subject to dilution of ownership percentage
                 from the warrants and the management stock;

               * warrants to purchase 544,737 shares of new
                 common stock; and

               * if all of classes 149 through 174, or senior
                 notes claims, vote to reject the Plan, its pro
                 rata share of the new common stock and warrants
                 that would have been distributed to the holders
                 of claims in classes 149 through 174 if those
                 classes would have voted to accept the Plan;
                 and

        (2) whether or not the class in which the general
            unsecured claim exists accepts the Plan, its pro
            rata share of 10% of the litigation trust interests

The revised Plan increased the number of warrants New Holdco is
authorized to issue from 1,789,474 to 2,178,947 warrants.

New Holdco will, on the Effective Date, implement a management
incentive plan for certain of its employees and board members,
pursuant to which the employees and board members will receive
management stock.

On the Effective Date, each of the person who votes to accept the
Plan and members of the Official Committee of Unsecured Creditors
will be deemed to consensually forever release and be permanently
enjoined from prosecuting any released actions that that person
has or may have against prepetition lenders under the prepetition
credit agreement, excluding J.Aron & Company, Goldman Sachs
Credit Partners L.P., and their affiliates, the administrative
agent and the postpetition lenders under the postpetition
financing agreement.

It is expected that SemCrude and SemCAMS, rather than New Holdco,
as provided in the original Plan and Disclosure Statement, will
be borrowers under the Exit Facility.

The transfer of the litigation trust claims to the litigation
trust will be made for the benefit of the holders of allowed
lender deficiency claims, allowed senior notes claims, allowed
general unsecured claims and allowed producer secured claims to
the extent holders of the claims are entitled to distributions
under the Plan.

                 Disclosure Statement Objections

John A. Catsimatidis and other members of the management
committee of non-debtor SemGroup G.P., L.L.C., the sole general
partner of SemGroup LP; the Official Producers' Committee and
more than 100 separate oil and gas producers; separate oil and
gas vendors including BP Products North America Inc., Samson
Resources Company, J.Aron & Company, and ConocoPhillips Company;
and Harvest Fund Advisors LLC, as lead plaintiff in a securities
class action against the Debtors, objected to the approval of the
Disclosure Statement.

Mr. Catsimatidis, et al., objected to the approval of the
Disclosure Statement on the ground that the Plan and Disclosure
Statement are ultra vires and the Disclosure Statement fails to
provide adequate and accurate information concerning the ultra
vires nature of the Plan and Disclosure Statement, the continuing
unauthorized actions by the Debtors' officers and professionals
in contravention of Management Committee resolutions, related
adversary litigation, the attendant risks to creditors, and the
Plan's unconfirmability under Section 1129(a) of the Bankruptcy
Code.  Mr. Catsimatidis and the Management Committee argued that
the Disclosure Statement cannot be approved and the Plan cannot
be confirmed without their approval.

The OPC asserted, among other things, that the solicitation
procedures must be amended to make clear who qualify as
"producers" complaining that the Voting Procedures Motion, as
well as the Plan and Disclosure Statement, fail to properly
identify who counts as "producers" for purposes of voting and
receiving distributions under the Plan.  The Plan must be amended
to allow operators to vote on behalf of owners, where an operator
makes distributions directly to owners, the OPC asserted.  The
OPC further asserted that claims of producers in the Producers
Secured Classes must be temporarily allowed in full for voting
purposes to make clear that Producers are not disenfranchised en
masse.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC, and certain Oklahoma Producers comprised
of Special Energy Corporation, Chesapeake Exploration, LLC,
Crawley Petroleum Corporation, Duncan Oil Properties, LP, DC
Energy, Inc., Stephens & Johnson Operating Company and Petrohawk
Energy Corporation, joined in the OPC's objection.

BP Products and its affiliates complained that the Disclosure
Statement describes a Plan that is "patently uncomfirmable"
noting certain contingencies with respect to the Debtors' ability
to limit non-Producer Allowed Administrative Expense Claims to
$155 million.  There is no basis to expect that non-producer
Allowed Administrative Expense Claims will be limited to this
amount, BP contended.

Certain operators and interest owners, including Murfin Drilling
Company, Inc., LD Drilling, Inc., Davis Petroleum, Inc., RAMA
Operating Co., Inc., Vess Oil Corporation, Central Crude
Corporation, Redwing Gas Systems Inc., Beren Corporation, and
Berexco Inc., complained that the Debtors' proposed ballot for
Producer Secured Claims is ambiguous as to how Producer Ballots
will be treated.  It appears that the Debtors may be intending to
send a Producer Secured Claim ballot to each operator, as
Producers, the Operators argued.

The U.S. Term Lender Group reserved a full exposition of its
objection pending the filing of the revised Disclosure Statement.

According to the Debtors, the First Amended Plan addresses the
objections raised by the entities.

A black-lined copy of the First Amended Plan is available for
free at http://bankrupt.com/misc/semgroup_1stamnddPlan.pdf

A black-lined copy of the First Amended Disclosure Statement can
be accessed at no charge at:

       http://bankrupt.com/misc/semgroup_1stAmnddDS.pdf

                         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)


SEMGROUP LP: Has Until Oct. 1 to Probe Lenders' Liens
-----------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware approved the stipulation between the
Official Committee of Unsecured Creditors in SemGroup L.P.'s case
and Bank of America, N.A., as DIP agent and prepetition
administrative agent to the Debtors' secured lenders, extending to
October 1, 2009, the deadline by which the Creditors' Committee
must address the remaining issues regarding the secured parties'
prepetition indebtedness or security interest on the prepetition
collateral, on account of which the Creditors' Committee can file
an adversary proceeding or assert claims or causes of action
against the prepetition secured lenders on behalf of the Debtors'
estates.

                         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)


SEMGROUP LP: Parties Oppose Examiner's Discharge of Duties
----------------------------------------------------------
Certain parties oppose the motion filed by Louis J. Freeh, Esq.,
for discharge of his obligations as Court-appointed examiner in
the Debtors' Chapter 11 cases.

Westback Purchasing Co. opposes the provision that seeks to
preclude "any third party" from issuing or serving discovery on
the Examiner, pointing out that many of the cases the Examiner
relied upon do not specifically hold that discovery of the
Examiner's materials is entirely prohibited.

Gregory C. Wallace, Semgroup, L.P.'s former chief financial
officer, asserts that the request is overbroad and premature.
Thomas L. Kivisto joins in Mr. Wallace's objection.

As to the provision seeking to return to the producing parties
copies of the documents produced to the Examiner, or for the
destruction of those documents, Harvest Fund Advisors, LLC, lead
plaintiff in a securities class action against the Debtors,
complains that the Examiner fails to identify which documents may
be destroyed.  The destruction would be completely unilateral and
arbitrary, Harvest Fund points out.

The objectors ask the Court to deny the Examiner's motion.

                         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)


SEMGROUP LP: Proposes Sale Process for SemFuel Assets
-----------------------------------------------------
SemGroup L.P. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to sell the
assets of Debtor SemFuel L.P. to various buyers subject to higher
and better bids.

The Debtors, according to Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, have diligently
evaluated restructuring and cost-cutting measures designed to
maximize the value of SemFuel's assets, which are grouped into:

  Group 1 -- assets located in Fort Worth, Texas

  Group 2 -- assets located in Green Bay, Wisconsin; Bettendorf,
             Iowa; and Rogers City, Michigan

  Group 3 -- assets located in El Dorado, Kansas; Des Moines,
             Iowa; and Glenpool and West Tulsa, Oklahoma

  Group 4 -- assets located in Bryan, Texas

  Group 5 -- assets located in Houston, Texas

The Debtors, in mid-June 2009, entered into separate asset
purchase agreements with:

  -- QuickTrip Corporation whereby QuickTrip agreed to purchase
     the Asset Group 1 for $14,125,000;

  -- U.S. Oil Co., Inc., whereby U.S. Oil agreed to purchase
     Asset Group 2 for $14,000,000; and

  -- Magellan Pipeline Company, L.P., whereby Magellan agreed to
     purchase Asset Group 3 for $23,000,000.

                         QuickTrip APA

The QuikTrip APA contains these salient terms:

  (a) The purchase price will be (i) $14,125,000, plus (ii) an
      amount equal to Estimated Working Capital, plus (iii)
      assumption of Assumed Liabilities.  The Closing Date
      payment will be paid (x) an amount equal to Transferred
      Assets Purchase Price, plus (y) the Estimated Working
      Capital, minus (z) an amount equal to the Escrow Amount.

  (b) SemFuel will sell and assign, free and clear of liens
      (i) owned terminal assets; (ii) assumed contracts; and
      (iii) inventory of SemFuel as of the closing date.

  (c) On the closing date, QuikTrip will assume and pay
      liabilities:

      -- arising under any Assumed Contracts, other than amounts
         due as a result of prior defaults or deficiencies;

      -- related to the transferred assets in all cases, whether
         relating to period before, on or after the Closing
         Date, including all environmental liabilities and
         obligations, other than any liability or obligations of
         SemFuel arising from litigation between Citgo Petroleum
         Corporation and Prime Rail Interest, Inc. related to
         the Voluntary Cleanup Program on Prime Rail's property
         adjacent to the Fort Worth terminal; and

      -- arising under the Workers' Adjustment and Retraining
         Notification Act related to transactions.

  (d) On the closing date, SemFuel will assume and assign to
      SemFuel a Software License Agreement entered between
      SemFuel and Toptech Systems, Inc.

  (e) At closing, SemFuel will pay cure amounts due under the
      Assumed Contracts.  To the extent that the aggregate cure
      amount exceeds $100,000, then, prior to the assumption of
      the Assumed Contracts by QuikTrip, QuikTrip will deposit
      with SemFuel amounts necessary to pay all cure amounts in
      excess of the $100,000 Cure Cap.

  (f) QuikTrip has made a cash deposit for $2,118,750 in
      connection with the sale of Transferred Assets.

  (g) QuikTrip APA provides for a break-up fee of $250,000,
      payable in the event the agreement is terminated, provided
      that the Break-up Fee will not be due and payable if a
      Purchaser Material Adverse Effect has occurred or
      QuikTrip has breached any of its obligations,
      representations or warranties in the QuickTrip APA.

  (h) QuickTrip APA will be terminated:

      -- at any time prior to the closing date by the consent of
         the parties;

      -- by either party, if the closing has not occurred on or
         before September 1, 2009; provided, however, that the
         terminating party is not in breach of its obligations
         under the QuickTrip APA;

      -- by either party, if the Court enters an order approving
         a Competing Bid and SemFuel executes a definitive
         agreement of the Competing Bid; or

      -- by either party, if there is any applicable law
         that makes consummation of the transactions under the
         QuikTrip APA illegal.

A full-text copy of the QuikTrip APA is available for free
at http://bankrupt.com/misc/SemGroup_QuikTripAPA.pdf

                         U.S. Oil APA

The U.S. Oil APA contains these salient terms:

  (a) U.S. Oil's total consideration will be $14 million, plus
      or minus estimated Working Capital, plus assumption of
      liabilities.  The closing date payment will be paid as an
      amount equal to the Purchase Price, plus or minus the
      Estimated Working Capital, less accounts receivable, minus
      escrow amount, plus the aggregate amount of the Accounts
      Receivable, plus the deposit with Lakeside Oil Co., Inc.

  (b) SemFuel will sell and deliver to U.S. Oil, free and clear
      of liens (i) owned terminal assets; (ii) owned storage
      facilities; (iii) leased terminal assets; (iv) fuel
      distribution assets; (v) assumed contracts; (vi) inventory
      of SemFuel as of closing date; (vii) accounts receivable;
      and (viii) rights to causes of action.

  (c) U.S. Oil will assume and pay liabilities arising under any
      Assumed Contracts; all environmental liabilities and
      obligations; for taxes relating to the transferred assets
      for all taxable periods beginning after the closing date;
      and reflected within Working Capital.

  (d) U.S. Oil will arrange for the letters of credit,
      performance bonds, guarantees and similar assurances to be
      surrendered and cancelled prior to closing, and if
      required by the applicable counterparty, replaced with
      other letters of credit, performance bonds, guarantees or
      assurances, as applicable.

  (e) SemFuel will pay cure amounts due under the Assumed
      Contracts on or before the closing date.  To the extent
      that the aggregate cure amount exceeds $100,000, then,
      prior to the assumption of the Assumed Contracts by U.S.
      Oil, U.S. Oil will deposit with SemFuel amounts necessary
      to pay all cure amounts exceeding the Cure Cap.

  (f) U.S. Oil has made a cash deposit for $2.1 million.

  (g) The U.S. Oil APA provides for a break-up fee of $280,000,
      payable in the event the U.S. Oil APA is terminated,
      provided, however that the Break-Up Fee will not be due
      and payable if a Purchaser Material Adverse Effect has
      occurred or U.S. Oil has breached any of its obligations
      in the U.S. Oil APA.

  (h) The U.S. Oil APA will be terminated:

      -- at any time prior to the closing date by consent of
         both parties;

      -- by either party, if the closing has not occurred on or
         before September 1, 2009; provided, however, that the
         terminating party is not in breach of its obligations
         under the U.S. Oil APA;

      -- by either party, if the Court enters an order approving
         a Competing Bid and SemFuel executes a definite
         agreement with the Competing Bidder; or

      -- by either party, if an applicable law makes
         consummation of the transactions under the U.S. Oil APA
         illegal.

A full-text copy of the U.S. Oil APA is available for free
at http://bankrupt.com/misc/SemGroup_USOilAPA.pdf

                     Magellan Pipeline APA

The Magellan APA contains these salient terms:

  (a) Magellan Pipeline will pay this total consideration to
      SemFuel $23 million, plus assumption of liabilities, minus
      an amount equal to SemFuel's pro-rated portion of Ad
      Valorem Taxes for the period from January 1, 2009, through
      and including the date preceding the closing date.  The
      Closing Date Payment will be paid as an amount equal to
      the purchase price, minus an amount equal to the escrow
      amount, minus the pro-rated taxes.

  (b) At the closing, SemFuel will sell free and clear of all
      liens to Magellan Pipeline these assets (x) owned storage
      facilities; and (y) assumed contracts;

  (c) As of the closing, Magellan Pipeline will assume and pay
      liabilities arising under any Assumed Contracts, and
      related to Transferred Assets, whether relating to periods
      before, on or after the Closing Date, including all
      Environmental Liabilities and Obligations.

  (d) The owned inventory of SemFuel will not be transferred to
      Magellan Pipeline.  Within three days of the closing,
      SemFuel will confirm to Magellan Pipeline that it no
      longer requires shipper status on Magellan Pipeline's
      pipeline and Magellan Pipeline will immediately reconsign
      all of SemFuel's inventory in Magellan Pipeline or its
      affiliates' pipelines to a central Oklahoma location to be
      sold by SemFuel.  SemFuel's ethanol inventory will remain
      at its current location and SemFuel will sell all
      inventory after the closing date.

  (e) SemFuel will pay the cure amounts due under the Assumed
      Contracts on or before the closing date.  To the extent
      the aggregate cure amount exceeds $100,000, then,
      prior to the assumption of the Assumed Contracts by
      Magellan Pipeline, Magellan Pipeline will deposit with
      SemFuel amounts necessary to pay all cure amounts
      exceeding the Cure Cap.

  (f) Magellan Pipeline has made a cash deposit for $2.3 million
      in connection with the Magellan APA.

  (g) The Magellan APA provides for a break-up fee of $230,000,
      payable in the event the Agreement is terminated.
      However, the Break-Up Fee will not be due and payable if a
      Purchaser Material Adverse Effect has occurred or Magellan
      Pipeline has breached any of its obligations in the
      Magellan APA.

  (h) The Magellan APA may be terminated:

      -- at any time prior to the closing date by consent of
         both parties;

      -- by either SemFuel or Magellan Pipeline if the closing
         has not occurred on or before September 1, 2009;
         provided, however, that the terminating party is not in
         breach of its obligations under the Magellan APA;

      -- by either party, if the Court approves a Competing Bid
         and SemFuel executes a definitive agreement with the
         Competing Bidder;

      -- by either party, if an applicable law makes
         consummation of the transactions under the Magellan APA
         illegal; or

      -- by either party, so long as neither of them is in
         breach of the Magellan APA.

A full-text copy of the Magellan APA is available for free
at http://bankrupt.com/misc/SemGroup_MagellanAPA.pdf

                      Bidding Procedures

To maximize the value of the Fort Worth Assets, the Debtors seek
the Court's authority to implement bidding procedures.  The
Debtors intend to conduct a single auction covering the sale of
SemFuel Asset Groups 1, 2, and 3 to allow Qualified Bidders to
submit bids for one or more SemFuel Asset Groups.

Any person or entity interested in participating in the Auction
must submit a Qualifying Bid on or before July 27, 2009, to (i)
counsel of the Debtors, (ii) financial advisor to the Debtors,
The Blackstone Group, (iii) counsel and financial advisors to the
Official Committee of Unsecured Creditors, and (iv) counsel and
financial advisor to Bank of America, N.A., agent for certain of
the Debtors' prepetition secured lenders and the DIP Lenders.

To be deemed a Qualified Bidder, a Qualified Bid must, among
others:

  * purchase at least one specified SemFuel Asset Group and,
    if an agreement has been executed with respect to that
    SemFuel Asset Group, upon the terms and conditions
    substantially set forth in the Agreement, and if no
    Agreement has been executed with respect to that SemFuel
    Asset Group, the Form APA;

  * state that the bidder will enter into a legally binding
    purchase and sale agreement or similar agreement;

  * include a clean and duly executed Asset Purchase and Sale
    Agreement and a marked Modified APA reflecting the changes
    from the applicable Agreement executed by the Purchaser;

  * state that the bidder is financially capable of consummating
    the transactions contemplated by the Modified APA;

  * specify each executory contract and unexpired lease that
    is to be assumed and assigned pursuant to the Modified APA;

  * not entitle the bidder to any transaction or break-up fee,
    expense reimbursement, or similar type of payment; and

  * include a cash deposit in an amount that represents the
    same percentage of the amount offered to purchase the
    applicable SemFuel Asset Group as the deposit amount set
    forth in the applicable Agreement for that SemFuel Asset
    Group bears to the purchase price, or if there is no
    agreement for that SemFuel Asset Group, 15% of the amount
    offered to purchase the applicable SemFuel Asset Group.

If a person has a contractual right of first refusal to purchase
SemFuel assets in any SemFuel Asset Group, the ROFR Holder will
be allowed to participate in the auction, if any, and will be
considered a Qualified Bidder if it submits a Modified APA.  Each
ROFR Holder will be permitted to match each higher bid submitted
by a Qualified Bidder at the auction with respect to that SemFuel
Asset Group and will not be required to comply with the bidding
increment requirements.

The Debtors provide these bidding increments for each SemFuel
Asset Group:

    Asset Group 1             $300,000
    Asset Group 2              350,000
    Asset Group 3              250,000
    Asset Group 4               50,000
    Asset Group 5               50,000

The Debtors will notify bidders whether their bids have been
determined to have qualified by July 31, 2009.

If no timely, conforming Qualified Bids, other than the
Agreement, are submitted by July 27, 2009, the Debtors may elect
not to hold an auction and, instead, will seek approval of the
Agreement with applicable Purchaser at a sale hearing scheduled
on August 13, 2009.  Objections to the sale are due August 6.

In the event that the Debtors timely receive one or more
Qualified Bids other than the Agreement for any SemFuel Asset
Group, the Debtors will conduct an auction on August 3, 2009.
The Debtors reserve the right to cancel the Auction at any time
by delivering notice of cancellation to all Qualified Bidders.

Good Faith Deposits will be returned to each bidder not selected
by the Debtors as the Successful Bidder or the Back-Up Bidder.
The Good Faith Deposit of the Back-Up Bidder will be held by the
Debtors until one day after the closing of the sale transaction
with the Successful Bidder.

                     Contract Assumption

The Debtors also seek the Court's authority to assume and assign
to QuickTrip, U.S. Oil, and Magellan executory contracts related
to the Buyers' purchased asset group.

A list of the QuickTrip Assumed Contracts is available for free
at http://bankrupt.com/misc/SemGroup_AssumedContracts.pdf

A list of the U.S. Oil Assumed Contracts is available for free
at http://bankrupt.com/misc/SemGroup_USOilAssumedContracts.pdf

A list of the Magellan Assumed Contracts is available for free
at http://bankrupt.com/misc/SemGroup_MagellanAssumedContracts.pdf

Objections to the proposed cure amounts are due July 7, 2009.

                 ExxonMobil Opposes Cure Amount

ExxonMobil Pipeline Company and its affiliates object to the $0
cure amount proposed by the Debtors for a Joint Pipe Line
Agreement until ExxonMobil has had a full and fair opportunity to
determine the status of the Agreement.  ExxonMobil complains that
a day's notice is insufficient to determine which ExxonMobil
entity is party to the Agreement and whether the actual cure
amount is $0 or an amount more than $0.

                      Westchester Fire Responds

Westchester Fire Insurance Company and ACE USA do not object to
the proposed bidding procedures or the sale of SEmFuel's assets.
However, they stress that $840,000 tax bond it executed in favor
for the Debtors is not subject to assumption to assignment to
Magellan based on surety law and the Bankruptcy Code.

                           *     *     *

Judge Shannon will consider approval of the Bidding Procedures on
July 14, 2009.  Objections to the Bidding Procedures are due
July 7.

                         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)


SNTL CORP: 9th Cir. Allows Unsecured Creditors' Legal Fees
----------------------------------------------------------
WestLaw reports that the Ninth Circuit Court of Appeals has
concluded that unsecured creditors may claim attorney fees
incurred postpetition based on a prepetition contract with the
debtor.  The parties' execution of a prepetition agreement
containing an attorney fees provision gives rise to a contingent,
unliquidated attorney-fee claim.  The Court noted that the
Bankruptcy Code provision dealing with the determination of a
claim's secured or unsecured status and with what may be included
in an oversecured claim under 11 U.S.C. Sec. 506 does not provide
an additional ground for the allowance or disallowance of
unsecured claims, which is governed exclusively by a separate Code
provision.  In re SNTL Corp., --- F.3d ----, 2009 WL 1758759, 09
Cal. Daily Op. Serv. 7830 (9th Cir.).

SNTL Corporation (Pink Sheets: SNLLQ) and its insurance-service
affiliates filed for Chapter 11 protection (Bankr. C.D. Calif.
Case Nos. 00-14099 through 00-14102, 02-14236 and 02-14239),
confirmed a Chapter 11 plan, and were represented by Brad R.
Godshall, Esq., at Pachulski, Stang, Ziehl, Young & Jones, P.C.,
in Los Angeles.


SOUTHEAST WAFFLES: Waffle House Wants to Buy Firm for $18.6MM
-------------------------------------------------------------
Court documents say that Southeast Waffles LLC's parent company,
Waffle House Inc., will purchase the Company out of bankruptcy.

Waffle House, under a new corporate entity called Newco, will
spend $18.6 million in payments to Southeast Waffles' creditors
and take control of its 105 restaurants over four states,
according to court documents.  Wendy Lee at The Tennessean relates
that in return, Southeast Waffles will give Newco $800,000 in
cash.

According to The Tennessean, SunTrust Bank previously sued
SouthEast Waffles owner James L. Shaub II, for allegedly misusing
company money for his own gain.  Court documents say that SunTrust
is seeking $10 million in punitive damages from Mr. Shaub and a
former chief financial officer.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


STRICKER LP: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Stricker LP
        2201 E. Lamar
        Arlington, TX 76006

Case No.: 09-44143

Chapter 11 Petition Date: July 7, 2009

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

Judge: Russell F. Nelms

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: gpronske@pronskepatel.com

                  Rakhee V. Patel, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: rpatel@pronskepatel.com

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

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

The petition was signed by Denis Stricker, the company's manager.

Debtor's List of 17 Largest Unsecured Creditors:

Entity                        Nature of Claim      Claim Amount
------                        ---------------      ------------
Transwestern                  Salary Engineers/      $21,395
                              Mgmt Admin

I.B.S.                        Nightcrew, Dayporter   $8,950
                              and Supplies

City of Arlington             Utility                $4,321

Precision Landscape           Landscaping            $2,979

Arlington Disposal            Utility                $1,280

Trinity Advertising           JLL Leasing Signage    $942
& Graphics

Kone                          Elevator Maintenance   $442

Mild America Metals           Metal Cleaning         $419

Interiorscape                 Plant Service          $209

Billman Air Conditioning      Repair Services        $194

Central Alert                 Monitoring             $166

Carlisle's Engraving Co.      Management Change      $148
                              Signage

Mister Sweeper                Parking Lot Sweeping   $141

Associated Time & Parking     Gate Repair            $137
Controls

Tidy Aire                     Air Frescheners        $130

AT&T                          Telephone Service      $113

Hocutt                        Utility                $70


SYNTAX-BRILLIAN: Court Confirms 2nd Amended Liquidating Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on July 6, 2009, Syntax-Brillian Corporation's second amended
Chapter 11 liquidating plan, as modified.

Under the Plan, general unsecured claims will receive pro rata
distributions from a liquidating trust after payment of the
trust's expenses and a "liquidating trust funding reimbursement."
Holders of allowed prepetition credit facility claims will receive
their pro rata distributions from a lender trust, after payment in
full of allowed DIP facility claims.

The explanatory disclosure statement did not provide for the
estimated recovery by secured and unsecured creditors given the
uncertainty about how much will be collected in lawsuits.

A full-text copy of the Debtors' 2nd amended Chapter 11
liquidating plan is available at:

   http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the official committee of unsecured
creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TECK RESOURCES: Moody's Upgrades Corp. Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded Teck Resources Limited's
Corporate Family Rating and senior secured notes rating to Ba2
from Ba3 and changed Teck's rating outlook to positive from
negative.  The senior secured notes rank pari passu with Teck's
revolver and term loan, which are not rated.  Moody's also raised
Teck's Speculative Grade Liquidity rating to SGL-2 from SGL-3,
representing good liquidity over the next 12 months.

The upgrades were prompted by Teck's announcement of the sale of a
C$1.74 billion equity stake in Teck's Class B subordinate voting
shares to China Investment Corporation, with the net proceeds to
be used to reduce bank debt.  The upgrade and the positive outlook
also reflect a firming of Teck's guidance for metallurgical (met)
coal shipments at relatively attractive levels, and a
stabilization of base metal prices.  The positive outlook also
considers the likelihood of further debt reduction later this year
from the announced sale of a one-third interest in Teck's interest
in the Waneta dam power assets.

"Teck has made great strides in reducing its near-term debt
maturities and total debt burden since making the top of the
market, debt financed acquisition of 60% of Elk Valley Coal almost
one year ago," said Terry Marshall, Moody's analyst.  "Teck's May
2009 issuance of US$4.225 billion of senior secured notes replaced
a like amount of short-term bridge loan and term loans with longer
maturity debt.  Now, by using the proceeds from CIC's private
placement equity investment, in addition to a tax refund,
announced gold asset sales proceeds, and cash on hand, Teck will
be able to eliminate the bridge loan and reduce its term loan to
approximately US$2.4 billion."

While CIC is acting as a passive investor, there may be benefits
to Teck in having a Chinese stakeholder given the importance of
Chinese customers for the company's products.  CIC's purchase
agreement places limitations on CIC with respect to increasing or
selling its stake.  The private placement is scheduled to close on
July 14, 2009.

Teck's Ba2 corporate family rating reflects its still relatively
high debt burden, volatile demand and pricing for its commodity
products, which will remain unsettled until a global economic
recovery is firmly established, and fairly high levels of
operating and reinvestment risk inherent to the mining industry.
The Ba2 rating favorably considers Teck's diversified operations,
solid position across a variety of metals and ore markets, and
high-quality assets in primarily politically stable regions.  The
rating also considers Teck's considerable debt service costs, as
its recent US$4.225 billion notes issue was completed at interest
rates averaging more than 10%.

Teck's SGL-2 Speculative Grade Liquidity rating represents good
liquidity over the next 12 months.  Moody's estimates that Teck
has approximately C$700 million of cash and full availability
under its US$800 million revolving credit facility, which matures
in 2012.  Teck also has about C$275 million in conformed bi-
lateral credit facilities of which approximately C$114 million is
undrawn, the balance being used for letters of credit.  Available
liquidity combined with internally generated cash should be
sufficient to cover all of the company's principal cash
obligations, including interest expense, capital expenditures,
working capital requirements and scheduled debt repayments of
approximately US$640 million over the next year.  Teck also has
the ability to sell assets such as the potential sale of a partial
interest in Elk Valley or its interest in the Fort Hills oil sands
project, but all proceeds from assets sales are required to be
used to reduce the company's term loan.  Teck's credit agreements
include a debt to EBITDA ratio of not greater than 4.75:1 at June
30, 2009, stepping up to 5.25:1 at September 30, 2009, and an
EBITDA to interest coverage ratio of not less than 3.5:1 at June
30, 2009, reducing to 2.5:1 at September 30, 2009, and 2:1 at
December 31, 2009.  With anticipated reductions in debt and debt
service costs, Teck should be able to comfortably comply with
these covenants.

Upgrades:

Issuer: Teck Resources Limited

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

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

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Regular Bond/Debenture, Upgraded to Ba2,
     LGD3, 46% from Ba3, LGD3, 45%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2,
     LGD3, 46% from Ba3, LGD3, 45%

Outlook Actions:

Issuer: Teck Resources Limited

  -- Outlook, Changed To Positive From Negative

Moody's last rating action on Teck was on May 4, 2009, when
Moody's affirmed its Ba3 CFR and assigned a Ba3 rating to its
proposed senior secured notes issue.

Teck Resources Limited, based in Vancouver, British Columbia, has
a diversified business base with operations in metallurgical coal,
zinc, copper, gold and other investment holdings.  Its revenues in
2008 were C$6.9 billion.


TMG HOLDINGS: 1st Circuit Tells Owner to Return $77,000
-------------------------------------------------------
The United States Court of Appeals for the First Circuit directs
Edwin McCabe, a former lawyer, and his wife Karren, to pay Joseph
Braunstein, the Chapter 7 trustee overseeing the liquidation of
TMG Holdings, LLC, $77,573 on account of insurance proceeds he
received in settlement of claims arising from wake damage a
maritime towing company caused to a luxury houseboat on which the
McCabes lived, and which was owned by TMG.

The turnover action arose after Mr. McCabe, operating the estate
as debtor-in-possession, expended estate funds in a way that
actually decreased the value of the estate's primary asset, the
houseboat.  "Contrary to the district court, we hold that Mr.
McCabe did not make these expenditures within the ordinary course
of business.  We reverse and remand on that issue.  We affirm the
court's denial of a jury trial on the turnover claim and its
dismissal of the claim against the attorney working with the
trustee," the Court of Appeals ruled.

The McCabes lived on a houseboat, the Esperaunce, berthed in
Charlestown, Massachusetts.  It was owned by a limited liability
company named TMG Holdings, LLC.  The Esperaunce was Holdings'
sole asset.  Holdings was managed and 99% of its shares were owned
by The McCabe Group, a professional corporation through which Mr.
McCabe and others provided legal services.  Mr. McCabe was the
sole shareholder in The McCabe Group and held a 1% share in
Holdings.  Holdings chartered the Esperaunce to The McCabe Group,
which in turn subchartered the boat to Mr. and Mrs. McCabe.  The
McCabe Group and Mr. and Mrs. McCabe each filed for bankruptcy
(Bankr. D. Mass. Case No. 03-_____) on September 3, 2003, and
Holdings filed (Bankr. D. Mass. Case No. 04-_____) on February 20,
2004.  Mr. McCabe functioned as debtor-in-possession in all three
cases, which were Chapter 11 filings.

After the initial filings, on December 18, 2003, the Esperaunce
was damaged by the wake of a tugboat owned by Dann Ocean Towing.
The McCabes filed a claim with Dann's insurance company, which was
settled for $95,230.95 on December 8, 2004.  Under the settlement
agreement, $17,658.26 was earmarked for alternate living
arrangements for the McCabes while $77,572.69 was for damage to
the Esperaunce.  The trustee does not dispute that the $17,658.26
belonged to the McCabes.  While McCabe was the debtor-in-
possession, he did not open a separate account in that capacity.
Rather, he commingled the insurance funds with the funds in his
and his wife's personal account.  The McCabes deposited all of the
insurance proceeds into that account, which was held in Karren's
name.

Without notifying the bankruptcy court or seeking its approval,
the McCabes arranged to have work done on the Esperaunce from the
insurance proceeds.  They spent $47,310 to have the boat towed to
a marina in Gloucester, Massachusetts on October 30, 2004, and to
have initial repair work conducted.  That work consisted of
dismantling or demolishing portions of the boat. The record shows
that this work was done to repair the wake damage, to enable
refurbishment of the houseboat's structure in order to address
water damage that predated the wake incident, and to make
structural improvements to the boat.  Despite the wake damage, the
McCabes had continued to live on the houseboat while they settled
their claim with the insurer.  The work actually done and paid for
decreased the value of the boat.

On February 16, 2005, the bankruptcy proceedings for Holdings and
McCabe were converted to Chapter 7 liquidations and Mr. Braunstein
was appointed as the Chapter 7 trustee (he had been appointed
interim trustee in The McCabe Group's case on November 5, 2004).
Mr. McCabe ordered a halt to the repair work on February 16 and
Mr. Braunstein took possession of the Esperaunce.

Mr. Braunstein received an offer to purchase the Esperaunce, and
sold it in November 2005, with bankruptcy court approval, for
$42,000.

Mr. Braunstein filed a complaint against the McCabes in bankruptcy
court (Bankr. D. Mass. Adv. Pro. No. 05-____) on February 28, 2005
requesting, under 11 U.S.C. Sec. 542, a turnover and accounting of
estate property in the McCabes' possession, "including but not
limited to certain insurance settlement proceeds obtained by
[Edwin] McCabe and Karren McCabe post-petition and without
bankruptcy court approval," as well as a restraining order to
prevent the McCabes from spending any more estate funds.  No claim
was made of fraudulent transfer.  The McCabes asserted
counterclaims alleging Mr. Braunstein initiated the adversary
proceeding in bad faith and was in breach of his fiduciary duty as
trustee.  They also answered the turnover claim and demanded a
jury trial on it.

On May 23, 2006, Braunstein sued Dann, the owner of the boat that
caused the wake damage, for negligence in federal district court
in Massachusetts under the court's admiralty jurisdiction.  Dann
brought a third-party claim for indemnification against the
McCabes.  The McCabes counterclaimed against Mr. Braunstein,
alleging conversion and breach of fiduciary duty, and filed a
fourth-party complaint against Craig J. Ziady, Esq., the Trustee's
counsel, for negligent misrepresentation based on his failure to
give them notice of the sale of the Esperaunce.  On motion of the
parties, the district court consolidated the negligence claim in
admiralty and the turnover claims in bankruptcy on December 12,
2006.

Mr. Ziady moved to dismiss the fourth-party complaint against him
on December 28, 2006.  At the motion hearing, the court stated it
would dismiss because Mr. Ziady owed no legal duty to the McCabes,
and on February 13, 2007, it entered an electronic order granting
the motion.  The McCabes moved for reconsideration, arguing that
the existence of a legal duty is not an element of a negligent
misrepresentation claim.  They also sought leave to amend their
fourth-party complaint to assert a claim against Mr. Ziady for
promissory estoppel.  The court denied the motion on February 28,
2007.

On January 3, 2008, the court entered an order denying the
McCabes' jury trial demand in the turnover case.  The negligence
case was tried first under the court's admiralty jurisdiction.  On
January 10, the jury entered a verdict in favor of Dann on Mr.
Braunstein's negligence complaint against the company.  It
concluded that McCabe had acted as Holdings' authorized agent in
settling with Dann and that the Holdings estate therefore did not
have a claim against Dann that Mr. Braunstein could assert.

The court held a bench trial on the turnover claim immediately
after the conclusion of the negligence case.  At the trial, Mr.
McCabe testified that Holdings, the owner of the boat, "was not in
business" and that "there were no operations of Holdings."  The
repairs were meant to "enhance" the value of the houseboat, and
there was a significant amount of work to be done not covered by
the insurance.

The reason for the repair of the houseboat, Mr. McCabe testified,
was that he and his wife loved it.  He testified that he
considered that it was in the best interest of the creditors for
him to use the houseboat "as [his] principal residence," and to
"pay[ ] all the attendant costs."  He did not intend to pay the
creditors from the operations of Holdings, since there were no
operations, but he hoped to pay the creditors personally.

The houseboat had been purchased primarily from funds from The
McCabe Group, which McCabe provided to The McCabe Group.  As a
result, he paid no rent to Holdings, but rather took an offset of
$1,600 a month against his contributions to the purchase price.

The Court found the McCabes had incurred the repair expenditures
in good faith and that they "were reasonable, necessary, and
proper expenses."  It found the expenditures were made in the
ordinary course of business and that Mr. McCabe thus had the
authority, as debtor-in-possession, to enter into the expenditures
without notice to the court and creditors and a hearing.  The
Court ordered the McCabes to turn over the remaining portion of
the settlement funds -- $30,262.69 -- and, on the basis that the
McCabes had commingled the remaining estate funds with their
personal funds, considered whether to reduce the amount to be
turned over to the lowest intermediate balance of the combined
account.  It ordered turnover of the full $30,262.69 because it
found the balance of the McCabes' account never dropped below that
level.

Following its review, the First Circuit ruled that the judgment of
the district court finding that the McCabes' expenditure of
$47,310.00 was made in the ordinary course of business and
ordering the McCabes to turn over no more than $30,262.69 is
reversed, and the case is remanded for entry of an order that the
turnover amount is $77,572.69, with pre-judgment interest in a sum
to be determined by the district court.  Further, the First
Circuit ruled that the orders of the district court denying the
McCabes' jury trial demand, dismissing the fourth-party complaint
against Mr. Ziady, and denying the McCabes' motion for
reconsideration and for leave to amend are affirmed.
Additionally, the First Circuit awarded costs to the Chapter 7
Trustee.


TOP SHIPS: Earns $25.6 Million in Year Ended December 31
--------------------------------------------------------
Top Ships filed its Annual Report on Form 20-F, on June 29, 2009,
for the year ended 2008.  At December 31, 2009, the Company's
balance sheet showed total assets of $698.3 million, total
liabilities of $406.3 million and total stockholders' equity of
$292.0 million.

The Company reported net income of $25.6 million for the year
ended December 31, 2009, compared with net loss of
$49.0 million for the same period in the previous year.

As of December 31, 2008, the Company was not in compliance with
certain covenants.  The Company classified all its debt
obligations as current at December 31, 2008, as a result of cross
default provisions included in guarantees provided by the Company
to financing institutions in favor of its subsidiaries.  A cross
default provision means that if the Company defaults on one loan
it immediately defaults on all loans that contain the provision.
During 2009, the Company may also be in breach of liquidity and
minimum cash covenants as a result of using its restricted cash.

The audit opinion of Deloitte, Hadjipavlou, Sofianos and Cambanis
S.A. regarding the 2008 financial statements of the Company which
were included in the Company's Annual Report on Form 20-F, are
unqualified.  However, the opinion includes an explanatory going
concern paragraph which states:

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 3 to the consolidated financial statements, the Company's
inability to comply with financial covenants under its current
loan agreements as of December 31, 2008 and its negative working
capital position raise substantial doubt about its ability to
continue as a going concern.  Management's plans concerning these
matters are also discussed in Note 3 to the financial statements.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty."

A full-text copy of the Form 20-F is available for free at
http://ResearchArchives.com/t/s?3ec1

Top Ships Inc. also disclosed that it redelivered the MT
Relentless (DWT 47,081) to its owners and paid a termination fee
of $2.5 million.  The termination fee and redelivery of the vessel
were part of the termination agreement signed in April 2009.  This
was the last leased vessel in Top Ships' fleet.

Evangelos Pistiolis, chief executive officer of Top Ships,
commented, "The redelivery of the M/T Relentless marks the
completion of our fleet renewal strategy that started almost two
years ago.  The company is now left with very young tonnage and
good charters which is the right mix to have during these
difficult market conditions."

                       About TOP Ships Inc.

Based in Athens, Greece, TOP Ships Inc.(NasdaqGS:TOPS) fka TOP
Tankers Inc., is an international provider of worldwide seaborne
crude oil and petroleum products and drybulk transportation
services.  The Company operates a combined tanker and drybulk
fleet.


TOUSA INC: Court Dismisses Citi & Wells' Third-Party Suits
----------------------------------------------------------
At the behest of Tousa Inc. and its affiliates, the U.S.
Bankruptcy Court for the Southern District of Florida has
dismissed the third party complaints brought by Citicorp North
America, Inc., as administrative agent for the first lien term
loan lenders, and Wells Fargo Bank, N.A., as administrative agent
for the second lien term loan lenders against Tousa.

The dismissal of the Third-Party Complaint comes as the Bankruptcy
Court is set to hold a trial on an adversary proceeding commenced
by the the Creditors Committee against the lenders.  It claims
that Tousa's operating subsidiaries were required to guarantee and
pledge their assets for an $800 million loan that gave them no
benefit.

Under their Third-Party Complaint, Citicorp and Wells Fargo
allege that if the Official Committee of Unsecured Creditors
establishes its allegations that the Conveying Subsidiaries were
insolvent on July 31, 2007, then the Debtors would have
materially breached their obligations under the First and Second
Lien Term Loan Credit Agreements.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, argues that despite the insolvency allegations, Citicorp
and Wells Fargo consistently admitted that the Debtors were
solvent on July 31, 2007.  Each witness of Citicorp, including
David Mode, Marni McManus, and Svetoslav Nikov, testified that
the Debtors were solvent on a consolidated basis on July 31,
2007.  Mr. Singerman emphasizes that the witness testimonies were
important because those people were integral in facilitating or
approving the Debtors' term loans.  The expert reports produced
by Citicorp and Wells Fargo in the Committee Action also show
that TOUSA was solvent by at least $170 million as of July 31,
2007.

Moreover, Mr. Singerman asserts Citicorp's presumptive arguments
that its claims against the Debtors are "pleaded in the
alternative," will offer them no respite from their burden at the
current stage of the Committee Action.  Pursuant to the
Committee's complaint against the Debtors' Prepetition Secured
Lenders, the Committee alleges only that certain of TOUSA's
subsidiaries -- the "Conveying Subsidiaries" -- were insolvent or
rendered insolvent by the July 31, 2007 transactions.  Notably,
he stresses, Citicorp and Wells Fargo did not adopt the
contentions of the Committee nor cite any evidence in support of
their allegations in their Third-Party Complaints.  It is
undisputed, however, that the solvency representation in the
First and Second Lien Term Loan Credit Agreements is a
representation on a consolidated basis.  Accordingly, a win for
the Committee in the Committee Action would not automatically
result in a win for Citicorp and Wells Fargo in their complaints
against the Debtors, Mr. Singerman argues.  Citicorp's and Wells
Fargo's third-party claims are independent breach of contract
claims, and thus cannot stand without an independent evidentiary
showing from Citicorp and Wells Fargo, he maintains.

In addition, Mr. Singerman continues that although a party may
plead in the alternative, it cannot proceed to trial on two
fundamentally inconsistent theories if it has admitted -- as what
Citicorp and Wells Fargo have done -- facts that negate one of
those theories.  With regard to the Debtors' requests for
admission, which asked which of the TOUSA Entities Citicorp and
Wells Fargo allege were insolvent, Wells Fargo began each of its
responses with an objection that the request was "premature."
Citicorp and Wells Fargo are thus trying to use their
"alternative pleading" not only as to hold the Debtors liable
based on a currently non-existent scenario, but also to avoid
discovery on their third-party claims, he contends.  In essence,
the Debtors have challenged Citicorp and Wells Fargo to present
the facts supporting the allegations of insolvency in their
Third-Party Complaints, and Citigroup and Wells Fargo have failed
to do so.  Against this backdrop, the Debtors assert that they
are entitled to summary judgment.

                13-Page Opinion on Dismissal

According to Bill Rochelle at Bloomberg, Judge John K. Olson, in
his opinion dismissing the Third-Party Complaint, noted that the
Committee never contends that Tousa and all of its subsidiaries
together were made insolvent.  The Committee only
contends that the operating subsidiaries were made insolvent.

Judge Olson, according to the report, points out that the solvency
guarantee given by Tousa only says that the companies are solvent
on a consolidated basis.  Because Tousa never promised that the
operating subsidiaries are solvent, Judge Olson, Mr. Rochelle
relates, concluded there is no basis for the lawsuit.

In the course of his 13-page opinion, Judge Olson says the banks
"effectively stonewalled" Tousa's efforts to learn the facts
underlying the banks' lawsuit.  The judge also dismissed the
banks' suit against Tousa as a matter of what he called
"fundamental fairness."

                    CIT's Third-Party Complaint

CIT Group Business Credit, Inc., and the creditors designated as
the Senior Transeastern Lenders also filed third-party complaints
agianst the Debtors.  The Senior Transeastern Lenders assert
recoupment rights arising from the Debtors' obligations under the
$450 million Credit Agreement and Mutual Release and Consent
Agreement, underwhich CIT Group is administrative agent.

Both Tousa and the Committee argue that the complaints should be
striked as they were filed only 8 days before the close of fact
discovery and more than five months after the deadline set by the
Court.

The Committee, however, disagrees that the Third-Party Claims
should be severed and stayed pending resolution of the Committee
Action.  A staying of the Third-Party Claims will needlessly lead
to further delay and costs and the prospect of a second
proceeding to address the Third-Party Claims makes little sense,
the Committee points out.

Counsel Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York, asserts that the Senior Transeastern
Lenders' recoupment claims should be allowed because they are
counterclaims or crosscliams, not third-party claims, and thus are
not prohibited by the Court.

CIT Group insists that the Claims should be tried together in July
with the primary claims in the Committee's Third Amended
Complaint.  "To sever and stay the Claims would create additional
yet unnecessary expense and delay, since the Claims are
inescapably tied to the facts and evidence relevant to the
fraudulent conveyance counts," CIT Group stresses.  CIT Group
thus asks the Court to (i) deny the Debtors' Motion to Strike;
and (ii) allow the Claims to be tried in July along with the
remaining issues in the Committee Action.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Court OKs Sale of Austin Assets for $11.5 Million
------------------------------------------------------------
At the behest of Tousa Inc., the U.S. Bankruptcy Court for the
Southern District of Florida authorizes Debtor Newmark Homes,
L.P., to enter into an asset purchase agreement with Scott
Felder Homes, LLC, for the certain Newmark Homes assets located
in Austin, Texas, for $11.5 million.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, says that under their revised business strategy, the
Debtors intend to continue their operations in the state of
Texas, including the development of 23 communities in Austin, 32
communities in Houston, and 12 communities in San Antonio.  The
Debtors market their homes under the brand names, "Newmark
Homes," "Trophy Homes," and "Fedrick, Harris Estate Homes."  The
Debtors relate that their business in the Texas Region has been
less affected by challenging market conditions compared to other
regions where they operate.

Mr. Singerman notes that the Debtors and their financial advisor,
Lazard Freres & Co., conducted extensive efforts in marketing the
Texas Assets from February 2009 through mid-April 2009.  The
Debtors subsequently determined that value would be maximized if
the Texas Assets were sold by division.  Among offers they
received, the Debtors determined that the $11.5 million offer
from Scott Felder Homes, which intended to buy 16 out of the 23
communities within the Austin Division, is the best offer
received for the Austin Assets.

The Debtors emphasize that Scott Felder Homes' offer represents
fair value not only in light of their extensive marketing
efforts, but also because the purchase price reflects appropriate
value in the face of the current homebuilding industry
conditions.  Indeed, the sale of the Austin Division pursuant to
Scott Felder Homes APA recognize an immediate and certain
infusion of cash proceeds and is the best way for the Debtors to
monetize their interest in the Austin Division, Mr. Singerman
avers.

The salient terms of the Scott Felder Homes Asset Purchase
Agreement are:

  (a) Scott Felder Homes will acquire from Newmark Homes 16
      communities of the Debtor's Austin development for
      $11,508,000.  The Assets to be acquired include all unsold
      lots , all lot purchase agreements, all owned and leased
      model homes, certain fixed assets, information technology
      and other assets relevant for the operation of the Austin
      Division.

  (b) Newmark Homes will assume and assign, subject to the
      consent of the applicable landlord, assign to Scott Felder
      Homes:

      -- model home leases with certain landlords in the 16
         Communities;

      -- the option contracts identified on the Purchase
         Agreement and any applicable lot sale contracts;

      -- the condominium agreement identified on the Purchase
         Agreement, any and all development rights that Newmark
         Homes currently has, certain computer software rights
         identified on the Purchase Agreement and any rights of
         first option or first refusal held by Newmark Homes;

  (c) Newmark Homes, subject to the consent of the landlord,
      will grant Scott Felder Homes a sublease of its lease of
      the main office and design center in the Austin Division.
      The lease payments for the main office and design center
      amount to $30,000 per month.  Commencing on January 1,
      2010, Scott Felder Homes will make sublease payments of
      $10,000 per month.  Newmark Homes will pay the remaining
      $20,000.  The lease will expire on September 30, 2010.

  (d) Scott Felder Homes will deposit $1,150,800 with Universal
      Land Title.  About 10% of the Escrow Deposit will apply to
      the portion of the purchase price required to be paid at
      each respective closing.  At the Final Closing, the
      remaining balance will be payable to or at the direction
      of Scott Felder Homes.

  (e) The Initial Closing will take place 30 days after Court
      Approves the Debtors' Sale Motion but in no event later
      than July 15, 2009.

  (f) Not less than 10 days before each Subsequent Closing,
      Scott Felder Homes will identify the portion of the
      Subsequent Lots that it intends to acquire at the
      Subsequent Closing.  In addition, starting 120 days after
      the Initial Closing and every 90 days thereafter until the
      390th day, Scott Felder Homes is obligated to acquire,
      within each period, Subsequent Lots equal in value to and
      not less than 1/5 of the total value of the lots existing
      on the effective date.

  (g) If Scott Felder Homes defaults under the APA by failing to
      consummate the Initial Closing or any Subsequent Closing,
      Newmark Homes will be entitled to retain the Escrow
      Deposit as liquidated damages.  Under certain
      circumstances, Scott Felder Homes will forfeit the right
      to use architectural plans for other than lots actually
      purchased and may be required to reassign model home
      leases.  If Scott Felder Homes is in breach of any other
      obligation, Newmark Homes at its option may terminate the
      APA, receive the Escrow Deposit, and seek damages for a
      default.

  (h) If Newmark Homes breaches the APA after the Court's
      approval, Scott Felder may either obtain a return of the
      Escrow Deposit or enforce the Purchase Agreement by
      specific performance or seek damages up to one half of the
      purchase price.  If Court approval is not obtained, Scott
      Felder Homes may terminate the APA and obtain a return of
      Escrow Deposit.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Formal 3rd Quarter 2008 Results Filed
------------------------------------------------
TOUSA, Inc., filed its quarter report for the three months ended
September 30, 2008, on Form 10-Q with the U.S. Securities and
Exchange Commission on May 26, 2009.

Tommy L. McAden, executive vice president, director and chief
financial officer of TOUSA, disclosed that the Company's total
revenues decreased 50% to $251 million for the three months
ended September 30, 2008, from $501.2 million for the three
months ended September 30, 2007.  This decrease is primarily
attributable to a 50% decrease in homebuilding revenues.

For the three months ended September 30, 2008, the Company
reported a loss from continuing operations before reorganization
items and the benefit for income taxes of $116.2 million as
compared to a loss from continuing operations before benefit for
income taxes of $609.8 million for the three months September 30,
2007.  Results from continuing operations for the three months
ended September 30, 2008, include charges totaling $107 million
related to inventory impairments, abandonment costs, joint
venture impairments, goodwill impairments and the provision for
settlement of loss contingency.  During the three months ended
September 30, 2008, the Company recognized $18.7 million of
reorganization expenses related to its bankruptcy cases.

Inventory impairments charges for the third quarter of 2008
totaled $65 million as compared to $63.3 million for the
third quarter of 2007.  These charges were recognized in
discontinued operations.

For the third quarter of 2008, the Company also recognized
$18.7 million of reorganization expenses related to its bankruptcy
proceedings.

Mr. McAden related that TOUSA's effective tax rate from
continuing operations was 2% for the third quarter of 2008.
The effective tax rate for the three months ended September
30, 2008 was primarily impacted by a valuation allowance on
the Company's deferred tax asset, he noted.

TOUSA reported a loss from continuing operations, net of taxes,
of $132.2 million for the third quarter of 2008.  For the same
period in 2007, the Company had a loss of $615.8 million
from continuing operations, net of taxes.

A full-text copy of TOUSA's 2008 3rd Quarter Report on Form 10-Q
is available at the SEC at http://ResearchArchives.com/t/s?3e29

                  TOUSA, INC., and Subsidiaries
                    Consolidated Balance Sheet
                      As of September 30, 2008

                               ASSETS

HOMEBUILDING:
Cash and cash equivalents:
  Unrestricted                                    $277,500,000
  Restricted                                        19,900,000
Inventory:
  Deposits                                          19,200,000
  Homesites and land under development             235,700,000
  Residences completed and under construction      282,900,000
  Inventory not owned                                9,600,000
                                                --------------
                                                   547,400,000
Property and equipment, net                          15,200,000
Investments in unconsolidated joint ventures          3,000,000
Receivables from unconsolidated joint ventures                -
Other assets                                         62,000,000
Goodwill                                                      -
Assets held for sale                                  2,700,000
                                                --------------
                                                   927,700,000
FINANCIAL SERVICES:
Cash and cash equivalents:
  Unrestricted                                      13,600,000
  Restricted                                                 -
Mortgage loans held for sale                          5,000,000
Other assets                                          4,000,000
                                                --------------
                                                    22,600,000
                                                --------------
Total assets                                       $950,300,000
                                                ==============

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

HOMEBUILDING:
Accounts payable and other liabilities             $121,600,000
Customer deposits                                    17,800,000
Obligations for inventory not owned                           -
Notes payable                                                 -
Bank borrowings                                               -
Liabilities associated with assets held for sale        400,000
                                                --------------
                                                   139,800,000
FINANCIAL SERVICES:
Accounts payable and other liabilities                1,300,000
Bank borrowings                                               -
                                                --------------
                                                     1,300,000
                                                --------------
Total liabilities not subject to compromise         141,100,000
Liabilities subject to compromise                 2,080,000,000
                                                --------------
Total liabilities                                 2,221,100,000

Commitments and contingencies
Stockholders' deficit:
  Preferred stock, at $0.01 par value               11,600,000
  Common stock, at $0.01 par value                     600,000
  Additional paid-in capital                       565,500,000
  Accumulated deficit                           (1,848,500,000)
                                                --------------
Total stockholders' equity (deficit)             (1,270,800,000)
                                                --------------
Total liabilities and stockholders' equity         $950,300,000
                                                ==============


                  TOUSA, INC., and Subsidiaries
              Consolidated Statement of Operations
              For The Quarter Ended September 30, 2008

HOMEBUILDING:
Revenues:
Home sales                                       $246,600,000
Land sales                                            300,000
                                                --------------
                                                   246,900,000
Cost of sales:
Home sales                                        194,100,000
Land sales                                          1,500,000
Inventory impairments and abandonment costs        97,100,000
Other                                                       -
                                                --------------
                                                   292,700,000
                                                --------------
Gross profit (loss)                                 (45,800,000)
                                                --------------

Selling, general and administrative expenses         44,000,000
Loss (income) from unconsolidated joint ventures, net  (100,000)
Impairment of investments in and receivables
  from unconsolidated joint ventures and             9,900,000
Provision for settlement of loss contingency                  -
Goodwill impairments                                          -
Interest expense                                     16,900,000
Other income, net                                      (800,000)
                                                --------------
Homebuilding pretax income (loss)                  (115,700,000)

FINANCIAL SERVICES:
Revenues                                              4,100,000
Expenses                                              4,600,000
                                                --------------
Financial Services pretax income (loss)                (500,000)
                                                --------------

Loss from continuing operations
  before income taxes                             (116,200,000)
Reorganization items                                 18,700,000
Provision (benefit) for income taxes                 (2,700,000)
                                                --------------
Loss from continuing operations,
  net of taxes                                    (132,200,000)
Discontinued operations:
  Loss from discontinued operations                   (600,000)
  Loss from disposal of discontinued operations              -
  Benefit for income taxes                                   -
                                                --------------
Loss from discontinued operations,
  net of taxes                                        (600,000)
                                                --------------
Net loss                                           (132,800,000)
                                                --------------
Dividends and accretion of discount on
  preferred stock                                    2,500,000
                                                --------------
Net loss available to common
  Stockholders                                   ($135,300,000)
                                                ==============

                  TOUSA, INC., and Subsidiaries
              Consolidated Statement of Cash Flows
              For The Quarter Ended September 30, 2008

Cash flows from operating activities:

Net loss                                          ($797,800,000)
Loss from discontinued operations                     3,800,000
                                                --------------

Loss from continuing operations                    (794,000,000)
Adjustments to reconcile loss from
continuing operations to net cash used in
operating activities, net of effects of
acquisitions and dispositions:
  Depreciation and amortization                     10,400,000
  Non-cash compensation expense                      2,500,000
  Non-cash interest expense                         38,400,000
  Reorganization items, net                        105,400,000
  Loss on early termination of debt                          -
  Provision for settlement of loss contingency               -
  Loss on impairments and abandonment costs        574,100,000
  Goodwill impairments                              11,200,000
  Write-down of receivables                          5,700,000
  Deferred income taxes                                      -
  Loss (income) from unconsolidated joint ventures    (400,000)
  Distributions of earnings from unconsolidated
     joint ventures                                    200,000
  Impairment of investments in/receivables from
     unconsolidated joint ventures and related       1,100,000
Changes in operating assets and liabilities
  Restricted cash                                   (9,200,000)
  Inventory                                        143,200,000
  Receivables from unconsolidated joint ventures    (1,400,000)
  Other assets                                     216,200,000
  Mortgage loans held for sale                      10,000,000
  Accounts payable and other liabilities            (4,500,000)
  Customer deposits                                (16,100,000)
                                                --------------
Net cash used in operating activities               292,800,000

Cash flows from investing activities:
Acquisitions, net of cash required                            -
Net disposals (additions) to property and equipment    (800,000)
Investments in unconsolidated joint ventures         (1,600,000)
Capital distributions from unconsolidated                     -
joint ventures                                               -
                                                --------------
Net cash used in investing activities                  (800,000)
                                                --------------

Cash flows from financing activities:
Net borrowings from revolving credit facilities     (28,100,000)
Principal payments on notes payable                 (37,700,000)
Net repayments of Financial
Services bank borrowings                            (7,800,000)
Payments for deferred financing costs                (2,900,000)
                                                --------------
Net cash provided by (used in) financing
activities                                         (76,500,000)
                                                --------------
Net cash provided by (used in)
continuing operations                              215,500,000

Cash flows from discontinued operations:
  Net cash used in operating activities               (900,000)
  Net cash provided by financing activities                  -
                                                --------------
Net cash provided by (used in) discontinued
operations                                            (900,000)
                                                --------------
Increase in cash and cash equivalents               214,600,000
Cash and cash equivalents at beginning of year       76,500,000
                                                --------------
Cash and cash equivalents at end of year           $291,100,000
                                                ==============

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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

TOUSA INC: Presents Protocol for Settling Preference Actions
------------------------------------------------------------
Tousa Inc. and its affiliates relate that they may hold several
valid claims under Sections 547 and 550 of the Bankruptcy Code
that are subject to avoidance and recovery of preferential
prepetition transfers.

The Debtors thus propose these uniform procedures to govern the
settlement of Preference Actions:

  (a) For settlements of claims where the amount demanded is
      less than $75,000, no further Court approval will be
      required.

  (b) For settlements of claims where the amount demanded is
      between $75,001 and $150,000, no further Court approval
      will be required if the settlement amount is equal to or
      greater than 65% of the amount demanded.

  (c) For settlements of claims where the amount demanded is
      between $150,001 to $500,000, approval to enter in the
      settlement agreement will be required from the liquidating
      trustee installed pursuant to a plan of liquidation that
      may be confirmed by the Court with no further Court
      approval.  If, however, the settlements are reached prior
      to confirmation of the Debtors' plan of liquidation, then
      the Debtors will seek Court approval.

  (d) For settlements of claims where the amount demanded is
      greater than $500,001, Court approval will be required.

  (e) Whenever Court approval is required by these procedures,
      approval may be obtained in accordance with the applicable
      rules, including the Federal Rules of Bankruptcy Procedure
      and the local rules of the Court permitting the use of
      negative notice.

  (f) The Debtors may seek further Court approval of any
      settlement they consider to be in the best interests of
      their estates.  Approval may be obtained in accordance
      with the applicable rules, including the Federal Rules of
      Bankruptcy Procedure and the local rules of the Court
      permitting the use of negative notice.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that the proposed Preference Action Procedures
will permit the efficient prosecution and resolution of the many
anticipated preference actions.  The Debtors aver that the
Procedures will allow them to keep confidential the terms of the
settlements of certain matters, so as not to provide any unfair
advantage to other creditors or preference defendants.

Accordingly, pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to approve their
proposed procedures for the settlement of Preference Actions.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRUMP ENTERTAINMENT: Court Approves Hiring of Four Firms
--------------------------------------------------------
On July 2, 2009, the U.S. Bankruptcy Court for the District of New
Jersey granted TCI 2 Holdings, LLC, et al., authorization to
employ:

  a) Fox Rothschild LLP as special counsel, nunc pro tunc to
     the petition date.  Fox Rothschild will represent the
     Debtors in cases involving labor and employment law.

  b) Richards, Layton & Finger, PA as special counsel, nunc pro
     tunc to the petition date.  RL&F will give the Debtors
     general corporate advice under Delaware law, and in
     particular under the laws governing corporations and other
     business entities.

  c) McElroy, Deutsch, Mulvaney & Carpenter LLP as special
     counsel nunc pro tunc to the petition date.  MDMC will
     represent the Debtors in the defense of workers'
     compensation claims filed by various petitioners in the
     State of New Jersey Division of Workers' Compensation.

  d) Deloitte Financial Advisory Services LLP as financial
     advisor and consultant to the Debtors nunc pro tunc to
     May 18, 2009.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


UNITED SUBCONTRACTORS: S&P Deletes 'D' Rating Following Emergence
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on United
Subcontractors Inc., including the 'D' corporate credit rating,
per the Company's request following its emergence from Chapter 11
bankruptcy protection.

Edina, Minnesota-based USI is a provider of insulation
installation services.


US MORTGAGE: Files Disclosure Statement; August 18 Hearing Set
--------------------------------------------------------------
US Mortgage Corp. and CU National Mortgage, LLC, have filed with
the U.S. Bankruptcy Court for the District of New Jersey a
proposed disclosure statement with respect to their joint plan of
liquidation, dated as of June 22, 2009.

The Court has set the hearing on the adequacy of the disclosure
statement for August 18, 2009, at 11:00 a.m.

                            Plan Terms

Under the Plan, allowed unsecured claims will receive a pro rata
distribution of funds in the Trust, without interest.  The
Debtors' scheduled unsecured claims total $216,861,185 in the USM
case and $206,972,193 in the CU National case.

Holders of restitution claims will receive a pro rata distribution
from those assets of both the Debtors and Michael McGrath, Jr.,
seized by the United States Attorney's Office.  The Debtors
estimate these funds to total approximately
$13 million.

Because the bar dates have not passed and no causes of action have
been commenced, the Debtors cannot estimate the potential dividend
to holders of allowed unsecured claims or holders of restitution
claims.

Holders of Interests will receive no distribution on account of
their Interests in the Debtors and their Interests in the Debtors
will be cancelled.  Holders of Interests in the Debtors are, thus,
deemed to have rejected the Plan.

                     Means of Implementation

Funding for the distributions to be made under the Plan will come
from cash from the liquidation of the assets or cash on hand.  On
the Plan's Effective Date, title to all causes of action, assets
and cash of the Debtors and their estates will vest in the Trust.

Avoidance actions and causes of action will be transferred to the
Trust to be pursued, in the Trust and the Trustee's discretion,
for the sole benefit of unsecured creditors.  The Debtors'
schedules disclosed in excess of $42 million in payments made by
the Debtors within the 90 days preceding the petition date.  Not
all of these payments, however, are preferential and, therefore,
not all of these payments are subject to recovery.

      Classification and Treatment of Claims and Interests

The Plan places the various claims against the Debtors into 4
classes:

                                Status        Voting Rights
                              ----------   --------------------
Class 1  Priority Claims      Unimpaired   Not Entitled to Vote
Class 2  Unsecured Claims     Impaired     Entitled to Vote
Class 3  Restitution Claims   Impaired     Entitled to Vote
Class 4  Interests            Impaired     Not entitled to Vote

                             Cramdown

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

Based in Pine Brook, New Jersey, U.S. Mortgage Corp. --
http://2usmortgage.com/-- was a licenced mortgage banker founded
in 1996.  USM originated mortgages through a network of branch
offices, as well as sold mortgages in the secondary market to
investors and other parties.  CU National Mortgage, LLC was
developed to serve the needs of the credit union industry.

On February 23, 2009, USM filed for Chapter 11 relief in the U.S.
Bankruptcy Court for the District of New Jersey.  CU National
filed for bankruptcy protection on April 1, 2009, in the same
Court.  The cases are being jointly administered under Case No.
09-14301.  The Debtors commenced bankruptcy proceedings after
allegations surfaced that they sold mortgages more than once and
engaged in other alleged improprieties.

Bruce D. Buechler, Esq., Kenneth Rosen, Esq., and Nicole
Stefanelli, Esq., at Lowenstein Sandler PC, serve as bankruptcy
counsel.  The Debtor listed $10 million to $50 million in assets
and $100 million to $500 million in debts.


US AIRWAYS: Files Annual Report on Amwest 401(K) Plan
-----------------------------------------------------
US Airways Group, Inc., Executive Vice President and Chief
Financial Officer Derek J. Kerr filed with the U.S. Securities
and Exchange Commission on June 25, 2009, an annual report on
America West Airlines' 401(k) Plan.

The 401(k) Plan is a defined contribution benefit plan intended
to be a qualified cash or deferred compensation arrangement under
Section 401(k) of the Internal Revenue Code, as amended, and to
qualify under Section 401(a) of the IRC.  The 401(k) Plan was
established on January 1, 1989 for certain employees of America
West Holdings Corporation, LLC.  The 401(k) Plan covers certain
employees covered by Air Line Pilots Association collective
bargaining agreements, certain employees represented by the
Association of Flight Attendants and certain employees
represented by the International Association of Machinists &
Aerospace Workers.

The Plan covers employees provided they are at least 18 years of
age but excludes those individuals not classified as employees
and those classified as temporary by the Company.  The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.  On January 1, 2008, the Plan
Sponsor transferred a portion of the Plan into the US Airways,
Inc. Employee Savings Plan.  As a result, $119.3 million of
assets and liabilities were transferred out of the Plan.  These
transfers included the account balances of certain employees
represented by the Airline Customer Service Employee Association
-- IBT and CWA, certain employees represented by the Transport
Workers Union and certain non-contract employees.

On October 1, 2008, the Plan Sponsor transferred the account
balances of certain employees represented by the IAM into the US
Airways, Inc. Employee Savings Plan.  As a result, $30.9 million
of assets and liabilities were transferred out of the Plan.

Eligible employees electing to participate in the Plan make
contributions to the Plan via payroll deductions.  Each year a
Plan participant may contribute up to 50% of pre-tax compensation
subject to IRC limits ($15,500 for 2008), as defined in the Plan,
unless the participant is classified as a highly compensated
employee, as defined by the IRC.  The contribution percentage may
not exceed a certain percentage of pre-tax annual compensation,
as determined by the Plan administrator, if the participant is a
highly compensated employee.  The amount of contribution that may
be made by a participant to the Plan will be a whole percentage
of a participant's eligible compensation.  In addition,
participants age 50 and over are eligible to contribute extra
pre-tax contributions above the annual Internal Revenue Service
limitations ($5,000 for 2008).  Participants may elect voluntary
after-tax contributions up to 50% of the participant's
compensation for the Plan year.  The combined percentage of pre-
tax and after-tax contributions may not exceed 100%.

Participants who are represented by ALPA are eligible to receive
a non-elective Company contribution of 10%, to begin on the first
of the month following 90 days of service for these employees.
Participants who are represented by AFA and IAM are eligible to
receive a discretionary Company matching contribution, as
determined annually by the Company's board of directors, which
was 50% of the first 6% of eligible compensation for 2008.

                Future Care: The America West Air
                           401(k) Plan
                Statement of Net Assets Available
                   December 31, 2008 and 2007

                                       2008           2007
ASSETS
  Investments, at fair value       $418,939,678   $754,846,408
  LCC stock fund                      1,175,321      3,103,202
  Participant loans                  18,015,317     20,332,585
                                  -------------  -------------
     Total investments              438,130,316    778,282,195

CONTRIBUTIONS RECEIVABLE
  Participant                           187,018        706,553
  Employer                               51,559        150,483
                                   ------------   ------------
     Total receivables                  238,577        857,036
                                   ------------   ------------
Net assets available for
benefits at fair value               438,368,893    779,139,231

Adjustment from fair value to
contract value for fully
benefit-responsive contracts           2,269,639        454,478
                                  -------------  -------------
                                   $440,638,532   $779,593,709
                                  =============  =============

               Future Care: The America West Air
                         401(k) Plan
              Statement of Changes in Net Asset
                 Year Ended December 31, 2008

ADDITIONS
  Contributions:
    Participant contributions                      $28,408,863
    Employer contributions                          23,200,493
    Participant rollovers                              348,641
                                                  ------------
    Total contributions                             51,957,997

  Interest and dividends:
   Dividends                                        10,604,245
    Interest                                         2,386,705
                                                  ------------
    Total interest and dividends                    12,990,950
                                                  ------------
Total Additions                                      64,948,947

DEDUCTIONS
  Net depreciation in fair
  value of investments                             231,760,778
    Benefit paid to participants                    21,867,221
    Administrative expenses                            107,712
                                                  ------------
    Total deductions                               253,735,711

Net decrease in net assets before
plan asset transfers                               (188,786,764)
Assets transferred to other plans                  (150,168,413)
                                                  ------------
    Decrease in net assets                        (338,955,177)
Net assets available for benefits
Beginning year                                    779,593,709
End Year                                         $440,638,532
benefits-end of year                               ============

A full-text copy of the Annual Report on the America West 401(k)
Plan is available for free at:

            http://ResearchArchives.com/t/s?3e6a

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


US AIRWAYS: Mainline Capacity to Drop 4% to 6% in 2009
------------------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on July 6, 2009, a report updating its
financial and operational outlook for 2009:

  * 2009 Capacity Guidance -- For 2009, domestic mainline
    capacity will be down eight to ten percent while total
    mainline capacity will be down four to six percent.  Express
    capacity will be down four to six percent.

  * Cash -- As of March 31, 2009, the Company had approximately
    $2.1 billion in total cash and investments, of which $0.7
    billion was restricted.  In addition, as of March 31, 2009,
    the Company's Auction Rate Securities had a book value of
    $180 million ($411 million par value).  While these
    securities are held as investments in non-current marketable
    securities on our balance sheet, they are included in the
    Company's unrestricted cash calculation.  Included in the
    Company's restricted cash balance as of March 31, 2009 was
    $165 million related to letters of credit collateralizing
    certain counterparties to the Company's fuel hedging
    transactions.  In addition, as of March 31, 2009, the
    Company had $79 million in cash deposits held by
    counterparties to its fuel hedging transactions, which are
    not included in the total cash balance.

  * During the second quarter, the Company completed a public
    offering of stock and convertible notes.  The net proceeds
    from these offerings, including the exercise of
    overallotment options, after underwriting discounts and
    transaction fees, was approximately $234 million.  US
    Airways anticipates that the ending second quarter total
    cash and investments balance will be approximately
    $2.25 billion of which approximately $0.58 billion will be
    restricted.  Included in the Company's restricted cash
    balance is approximately $45 million of fuel hedge
    collateral, which will be reduced to approximately zero by
    the end of the third quarter.

  * Fuel -- US Airways uses costless collars on Heating Oil
    Futures as a fuel-hedging vehicle.  For 2Q09, the Company
    had approximately 19 percent of its consolidated fuel
    consumption (25 percent mainline) hedged, and anticipated
    paying between $2.05 and $2.10 per gallon of jet fuel
    (including taxes and hedges).  The weighted average collar
    range of the hedges in place is between $3.52 and $3.72 per
    gallon of heating oil, or between $142 and $151 per barrel
    of crude oil.  The Company has not entered into any new
    hedge contracts since the third quarter, 2008.

  * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
    earnings excluding special items up to a 10% pre-tax margin
    and 15% above the 10% margin.  Profit sharing is excluded in
    the CASM guidance.

  * Cargo/Other Revenue -- Cargo/Other Revenue includes: cargo
    revenue, ticket change fees, excess/overweight baggage fees,
    first and second bag fees, contract services, simulator
    rental, airport clubs, Materials Services Company (MSC), and
    inflight service revenues.  Cargo/Other revenues are lower
    than the previous guidance due to lower cargo volumes
    resulting from the sustained macroeconomic slowdown and the
    reinstatement of complimentary inflight beverages.  The
    Company's a la carte revenue initiatives are expected to
    generate in excess of $400 million in revenue in 2009.

  * Taxes/NOLs -- As of December 31, 2008, the Company had
    approximately $1.49 billion of net operating loss
    carryforwards (NOL) to reduce future federal taxable income.
    Of this amount, approximately $1.44 billion is available to
    reduce federal taxable income in 2009.

The Company's deferred tax asset, which includes the NOL, has
been subject to a full valuation allowance.  Future utilization
of the NOL will result in a corresponding decrease in the
valuation allowance and offset the Company's tax provision dollar
for dollar.  As of December 31, 2008, the Company's federal
valuation allowance is $568 million and the state valuation
allowance is $82 million.

The Company did not recognize tax expense in the 2009 first
quarter.  To the extent profitable in 2009, the Company will use
NOL to reduce federal and state taxable income.  The Company does
not expect to be subject to AMT liability in 2009; however, it
could be obligated to record and pay state income tax related to
certain states where NOL may be limited or not available to be
used.

A full-text copy of the Investor Relations Update is available at
no charge at http://ResearchArchives.com/t/s?3eb3

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


US AIRWAYS: Reports June 2009 Traffic Results
---------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced June, second quarter
and year-to-date 2009 traffic results.  Mainline revenue passenger
miles (RPMs) for the month were 5.4 billion, down 4.1 percent
versus June 2008.  Capacity was 6.3 billion available seat miles
(ASMs), down 6.1 percent versus June 2008.  Passenger load factor
for the month of June was a record 86.8 percent, up 1.8 points
versus June 2008.

US Airways President Scott Kirby said, "Our June consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) was down approximately 20 percent versus the same period
last year while total revenue per available seat mile only
decreased approximately 18 percent on a year-over-year basis.
These declines in unit revenues are driven by weaker demand for
business travel and lower leisure yields as a result of the global
economic recession."

For the month of June, US Airways' preliminary on-time performance
as reported to the U.S. Department of Transportation (DOT) was
78.0 percent with a completion factor of 98.9 percent.

This summarizes US Airways Group's traffic results for the month,
quarter and year-to-date consisting of mainline operated flights
as well as US Airways Express flights operated by wholly owned
subsidiaries PSA Airlines and Piedmont Airlines:

                      US Airways Mainline
                             June
                                   2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       4,014,075   4,309,161   (6.8)
Atlantic                       1,078,359     984,456    9.5
Latin                            341,061     371,451   (8.2)
                              ---------   ---------
Total                          5,433,495   5,665,068   (4.1)

Mainline Available Seat Miles (000)

Domestic                       4,556,257   5,061,527  (10.0)
Atlantic                       1,301,783   1,170,478   11.2
Latin                            401,324     433,275   (7.4)
                              ---------   ---------
Total                          6,259,364   6,665,280   (6.1)

Mainline Load Factor (%)

Domestic                       88.1        85.1     3.0  pts
Atlantic                       82.8        84.1    (1.3) pts
Latin                          85.0        85.7    (0.7) pts
                              ---------   ---------
Total Mainline Load Factor     86.8        85.0     1.8  pts

Mainline Enplanements

Domestic                       3,954,499   4,299,788   (8.0)
Atlantic                         271,666     252,096    7.8
Latin                            282,844     314,712  (10.1)
                               ---------   ---------
Total Mainline Enplanements    4,509,009   4,866,596   (7.3)

                        QUARTER TO DATE

                                   2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      11,769,570  12,558,984   (6.3)
Atlantic                       2,615,310   2,474,106    5.7
Latin                          1,140,797   1,159,541   (1.6)
                              ----------  ----------
Total                         15,525,677  16,192,631   (4.1)

Mainline Available Seat Miles (000)

Domestic                      13,596,932  14,921,493   (8.9)
Atlantic                       3,257,131   3,089,594    5.4
Latin                          1,455,979   1,375,455    5.9
                              ----------  ----------
Total                         18,310,042  19,386,542   (5.6)

Mainline Load Factor (%)

Domestic                       86.6         84.2     2.4 pts
Atlantic                       80.3         80.1     0.2 pts
Latin                          78.4         84.3    (5.9)pts
                             ----------  ----------
Total                          84.8         83.5     1.3 pts

Mainline Enplanements

Domestic                     11,845,736   12,814,273   (7.6)
Atlantic                        667,200      633,968    5.2
Latin                           927,573      962,089   (3.6)
                             ----------   ----------
Total                        13,440,509   14,410,330   (6.7)

                          YEAR TO DATE

                                   2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      22,341,499  24,357,221   (8.3)
Atlantic                       2,986,328   3,913,492    1.9
Latin                          2,506,468   2,411,358    3.9
                              ----------  ----------
Total                         28,834,295  30,682,071   (6.0)

Mainline Available Seat Miles (000)

Domestic                      26,689,655  29,675,038  (10.1)
Atlantic                       5,337,068   5,140,126    3.8
Latin                          3,262,433   2,906,333   12.3
                             ----------  ----------
Total                         35,289,156  37,721,497   (6.4)

Mainline Load Factor (%)

Domestic                       83.7         82.1     1.6 pts
Atlantic                       74.7         76.1    (1.4)pts
Latin                          76.8         83.0    (6.2)pts
                             ----------  ----------
Total                          81.7         81.3     0.4 pts

Mainline Enplanements

Domestic                     22,822,295   24,998,687   (8.7)
Atlantic                      1,021,569    1,002,638    1.9
Latin                         2,005,916    1,944,940    3.1
                             ----------   ----------
Total                        25,849,780   27,946,265   (7.5)

                      US Airways Express
             (Piedmont Airlines, PSA Airlines)
                            June

                                2009     2008      % Change

Express Revenue Passenger Miles (000)
Domestic                      195,888  197,471        (0.8)

Express Available Seat Miles (000)
Domestic                      268,796  282,160        (4.7)

Express Load Factor (%)
Domestic                         72.9     70.0         2.9 pts

Express Enplanements
Domestic                      716,551  702,775         2.0

                         QUARTER TO DATE

                                 2009         2008  % Change

Express Revenue Passenger Miles (000)
Domestic                       556,890      577,251   (3.5)

Express Available Seat Miles (000)
Domestic                       792,962      836,851   (5.2)

Express Load Factor (%)
Domestic                          70.2         69.0    1.2 pts

Express Enplanements
Domestic                     2,047,530    2,059,106   (0.6)

                         YEAR TO DATE

                                 2009         2008  % Change

Express Revenue Passenger Miles (000)
Domestic                     1,027,247    1,084,591   (5.3)

Express Available Seat Miles (000)
Domestic                     1,554,383    1,620,769   (4.1)

Express Load Factor (%)
Domestic                          66.1         66.9   (0.8)pts

Express Enplanements
Domestic                     3,801,416    3,870,890   (1.8)

              Consolidated US Airways Group, Inc.
                             June

                                 2009         2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      4,209,963    4,506,632    (6.6)
Atlantic                      1,078,359      984,456     9.5
Latin                           341,061      371,451    (8.2)
                             ----------   ----------
Total                         5,629,383    5,862,539    (4.0)

Consolidated Available Seat Miles (000)

Domestic                      4,825,053    5,343,687    (9.7)
Atlantic                      1,301,783    1,170,478    11.2
Latin                           401,324      433,275    (7.4)
                             ----------   ----------
Total                         6,528,160    6,947,440    (6.0)

Consolidated Load Factor (%)

Domestic                           87.3        84.3   3.0 pts
Atlantic                           82.8        84.1  (1.3)pts
Latin                              85.0        85.7  (0.7)pts
                             ----------  ----------
Total                             86.2        84.4    1.8 pts

Consolidated Enplanements

Domestic                      4,671,050   5,002,563    (6.6)
Atlantic                        271,666     252,096     7.8
Latin                           282,844     314,712   (10.1)
                             ----------  ----------
Total                         5,225,560   5,569,371    (6.2)

                         QUARTER TO DATE

                                   2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                       12,326,460   13,136,235  (6.2)
Atlantic                        2,615,310    2,474,106   5.7
Latin                           1,140,797    1,159,541  (1.6)
                               ----------   ----------
Total                          16,082,567   16,769,882  (4.1)

Consolidated Available Seat Miles (000)

Domestic                       14,389,894   15,758,344  (8.7)
Atlantic                        3,257,131    3,089,594   5.4
Latin                           1,455,979    1,375,455   5.9
                               ----------   ----------
Total                          19,103,004   20,223,393  (5.5)

Consolidated Load Factor (%)

Domestic                        85.7        83.4      2.3 pts
Atlantic                        80.3        80.1      0.2pts
Latin                           78.4        84.3     (5.9)pts
                              ----------  ----------
Total Consolidated Load Factor  84.2        82.9      1.3 pts

Consolidated Enplanements

Domestic                       13,893,266  14,873,379   (6.6)
Atlantic                          667,200     633,968    5.2
Latin                             927,573     962,089   (3.6)
                               ----------  ----------
Total                          15,488,039  16,469,436   (6.0)

                         YEAR TO DATE

                                   2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                       23,368,746   25,441,812  (8.1)
Atlantic                        3,986,328    3,913,492   1.9
Latin                           2,506,468    2,411,358   3.9
                               ----------   ----------
Total                          29,861,542   31,766,662  (6.0)

Consolidated Available Seat Miles (000)

Domestic                       28,244,038   31,295,807  (9.8)
Atlantic                        5,337,068    5,140,126   3.8
Latin                           3,262,433    2,906,333  12.3
                               ----------   ----------
Total                          36,843,539   39,342,266  (6.4)

Consolidated Load Factor (%)

Domestic                        82.7        81.3      1.4 pts
Atlantic                        74.7        76.1     (1.4)pts
Latin                           76.8        83.0     (6.2)pts
                             ----------  ----------
Total Consolidated Load Factor  81.0        80.7      0.3 pts

Consolidated Enplanements

Domestic                       26,623,711  28,869,577   (7.8)
Atlantic                        1,021,569   1,002,638    1.9
Latin                           2,005,916   1,944,940    3.1
                               ----------  ----------
Total                          29,651,196  31,817,155   (6.8)

US Airways is also providing a brief update on notable company
accomplishments during the month of June:

       * Announced nonstop service between its largest hub in
         Charlotte, North Carolina and Honolulu, Hawaii on the
         island of Oahu.  Daily, year-round service is set to
         begin Thursday, December 17, 2009.  The new flight will
         complement US Airways' daily nonstop service to Oahu,
         Maui, Kauai and the Big Island from its Phoenix hub.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


US AIRWAYS: Shareholders Ratify KPMG, Re-Elect Directors
--------------------------------------------------------
US Airways Group Inc. announced on June 10, 2009, the results of
its annual meeting of stockholders held in New York.

According to a company statement, stockholders voted to re-elect
Herbert M. Baum, Matthew J. Hart, Richard C. Kraemer and Cheryl
G. Krongard to three-year terms on the Board of Directors,
expiring at the annual meeting of stockholders in 2012.  In
addition, stockholders voted to ratify the appointment of KPMG
LLP as the company's independent registered accounting firm.
Stockholders also voted against a shareholder proposal related to
cumulative voting, and in favor a proposal of amendment to US
Airways Group's amended and restated certificate of incorporation
to increase its authorized common stock from 200 million shares
to 400 million shares.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


VISTEON CORP: Committee Objects to Rothschild's Fees as Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Visteon Corp.'s
case contends that Rothschild Inc.'s proposed compensation
structure appears excessive of prevailing market rates.  The
Committee is concerned that Rothschild's compensation structure
could result in fees totaling tens of millions of dollars,
regardless of the "success" achieved or the amount of effort
dedicated by the firm.

The Committee thus asks the U.S. Bankruptcy Court for the District
of Delaware to deny Rothschild's Application unless the firm's
compensation structure is either scaled back to prevailing market
rates or approved subject to future consideration under Section
330 of the Bankruptcy Code.

"In light of the size of the fees contemplated, Section 330
review affords appropriate safe-guards," says Gregory A. Taylor,
Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware.  "If
Rothschild's efforts ultimately yield an appropriate case result,
it will then have access to all amounts reserved under the
Compensation Structure, notwithstanding the more relaxed legal
standard of review."

Rothschild's Compensation Structure includes, among other things,
a $500,000 retainer, a monthly fee of $250,000, and entitlement
to a $13,000,000 completion fee.

                   Debtors & Rothschild React

The Debtors and Rothschild jointly filed with the Court a
response to the Committee's objection.  The Debtors and
Rothschild assert that the terms of their Engagement Letter are
reasonable and consistent with the requirements of the Bankruptcy
Code.  They maintain that Rothschild's Fees are typical and fully
consistent with the spirit of the Bankruptcy Code.  In fact, the
Debtors and Rothschild note, they have offered a language of the
proposed retention that permits the U.S. Trustee the right to
object to Rothschild's requests for interim and final fee
applications.

In this light, the Debtors and Rothschild ask the Court to
overrule the Committee's objection.

Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
the Debtors seek the Court's authority to employ Rothschild Inc.,
as their investment banker and financial advisor.  The Debtors
have selected Rothschild because of the firm's extensive
experience and excellent reputation in providing high quality
investment banking services to debtors and creditors in
bankruptcy reorganizations and other restructuring.  Moreover,
the Debtors note, as a result of the prepetition work performed
by Rothschild, it acquired significant knowledge of their
businesses and is now intimately familiar with their financial
affairs, debt structure, operations, and related matters.

A full-text copy of Rothschild's Engagement Letter is available
for free at :

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

As investment banker and financial advisor to the Debtors,
Rothschild will:

  (1) identify or initiate potential transactions;

  (2) review and analyze the Debtors' assets and liabilities and
      the operating and financial strategies of the Debtors;

  (3) review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

  (4) evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

  (5) assist the Debtors and its other professionals in
      reviewing the terms of any proposed Transactions, and if
      directed, in evaluating alternative proposals for a
      Transaction;

  (6) determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

  (7) advise the Debtors on the risks and benefits of
      considering a Transaction, with respect to the Debtors'
      intermediate and long-term business prospects and
      strategic alternatives to maximize the business enterprise
      value of the Debtors;

  (8) review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction, including,
      without limitation, any proposals for debtor-in-possession
      financing, as appropriate;

  (9) assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors or their representatives in
      connection with a Transaction;

(10) advise the Debtors with respect to, and attend, meetings
      of the Debtors' board of directors, creditor groups,
      official constituencies and other interested parties, as
      necessary;

(11) if requested by the Debtors, participate in hearings
      before the Court and provide relevant testimony with
      respect to various matters and issues arising in
      connection with any proposed plan of reorganization; and

(12) render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors.

The Debtors propose to pay Rothschild pursuant to this fee
structure:

  * A $500,000 Retainer, which was paid to Rothschild in
    connection with the execution of the Engagement Letter.

  * A Monthly Fee for $250,000

  * A $13,000,000 Completion Fee, payable in cash on the earlier
    of (i) the confirmation and effectiveness of a plan of
    reorganization; or (ii) the closing of another Transaction.

  * A New Capital Fee, which is equal to:

     (1) 1.0% of any face amount of any senior secured debt
         raised including, without limitation, any debtor-in-
         possession financing raised;

     (2) 2.5% of the face amount of any junior secured debt
         raised;

     (3) 3.5% of the face amount of any unsecured debt raised;

     (4) 5.0% of any equity raised; and

     (5) for any hybrid capital raised, an amount to be
         determined in good faith consistent with the fee scale
         and based on the debt or equity components of that
         hybrid capital.

  * Merger & Acquisition Fee equal to an amount based on
    aggregate consideration:

            Aggregate                  M&A Fee
          Consideration               Percentage
          -------------               ----------
           $100,000,000                 1.75%
            200,000,000                 1.50%
            300,000,000                 1.25%
            400,000,000                 1.00%
            500,000,000                 0.90%
            600,000,000                 0.85%
            700,000,000                 0.80%
            800,000,000                 0.77%
            900,000,000                 0.74%
          1,000,000,000                 0.70%
          1,100,000,000                 0.67%
          1,200,000,000                 0.63%
          1,300,000,000                 0.60%
          1,400,000,000                 0.57%
          1,500,000,000+                0.55%

  * Credit.  Rothschild will credit against the Completion Fee:

     (a) 50% of the Monthly Fees earned for July 2009 through
         December 2009 and paid to Rothschild;

     (b) 50% of the portion, if any, of a New Capital Fee earned
         and paid on account of a New Capital Raise raised only
         to refinance existing borrowed-money indebtedness of
         the Debtors and 30% of any other New Capital Fees paid;

     (c) 50% of any M&A Fees paid; and

     (d) to the extent not otherwise applied against the fees
         and expenses of Rothschild under the terms of the
         Engagement Letter, the Retainer; provided that the sum
         of the Monthly Fee Credit, New Capital Fee Credit, and
         M&A Fee Credit will not exceed the Completion Fee.

  * Miscellaneous.  In the event the Debtors enter into a
    transaction that constitutes one or more of a Transaction,
    M&A Transaction, and New Capital Raise, Rothschild will be
    entitled to one transaction-based fee which fee will be the
    highest of the Completion Fee and the New Capital Fee, as
    applicable.

In addition to professional fees, the Debtors also seek to
reimburse Rothschild for all out-of-pocket expenses reasonably
incurred by the firm in connection with the matters contemplated
in the Engagement Letter, including reasonable fees,
disbursements, and charges of the firm's counsel.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Gets Court Nod to Hire A&M as Restructuring Advisors
------------------------------------------------------------------
Visteon Corp. and its affiliates obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Alvarez &
Marsal North America, LLC, as restructuring advisors.

The Debtors are employing Alvarez & Marsal in accordance
with the terms and conditions of an engagement letter dated as of
January 29, 2009, a copy of which is available for free at:

     http://bankrupt.com/misc/Visteon_A&Mengagement.pdf

The Debtors relate they have selected Alvarez & Marsal because of
the firm's extensive experience and excellent reputation for
providing high quality, specialized management and restructuring
advisory services to debtors and distressed companies and its
familiarity with their business.  The Debtors tell the Court they
hired Alvarez and Marsal in January 2008 to provide restructuring
services.

Pursuant to the Engagement Letter, Alvarez & Marsal will:

  (a) assist the Debtors in the preparation of financial related
      disclosures required by the Court, including the schedules
      of assets and liabilities and statement of financial
      affairs, and monthly operating reports;

  (b) assist the Debtors with information and analyses required
      pursuant to any Debtors' debtor-in-possession financing;

  (c) assist with the identification and implementation of
      short-term cash management procedures;

  (d) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluation with
      respect to the assumption or rejection of each;

  (e) assist to the Debtors' management team and counsel focused
      on the coordination of resources related to the ongoing
      reorganization effort;

  (f) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, analysis of various assets and liability
      accounts, and analysis of proposed transactions for which
      Court approval is sought;

  (g) attend at meetings and assist in discussions with
      potential investors, banks and other secured lenders, any
      official committee appointed in the cases, the U.S.
      Trustee for the District of Delaware, other parties-in-
      interest and professionals;

  (h) analyze creditor claims by type, entity, and individual
      claim, including assistance with development of databases,
      as necessary, to track those claims; and

  (i) render other general business consulting or assistance as
      the Debtors' management or counsel may deem necessary that
      are consistent with the role of a restructuring advisor
      and not duplicative of services provided by other
      professionals.

The Debtors propose to pay Alvarez & Marsal based on the firm's
customary hourly rates:

         Professional             Hourly Rate
         ------------             -----------
         Managing Directors       $625 to $775
         Directors                $450 to $625
         Associates               $325 to $450
         Analysts                 $175 to $325

The Debtors relate that they have paid Alvarez & Marsal a
$250,000 retainer.  During the 90 days prior to the Petition
Date, the Debtors say they have paid the firm a total of
$5,800,000.

In addition to professional fees, the Debtors will also reimburse
Alvarez & Marsal for the firm's reasonable out-of-pocket expenses
incurred, including travel, lodging, and telephone charges.

Notwithstanding the terms of the Engagement Letter, the Debtors
and Alvarez & Marsal have agreed that:

  (i) Any controversy or claim with respect to the Application
      or the services provided by Alvarez & Marsal to the
      Debtors will be brought in the U.S. District Court for the
      District of Delaware;

(ii) Alvarez & Marsal and the Debtors and any and all
      successors and assigns consent to the jurisdiction and
      venue of the District Court as the sole and exclusive
      forum for the resolution of those claims, causes of
      action, or lawsuits;

(iii) Alvarez & Marsal and the Debtors, and any and all
      successors and assigns waive trial by jury, that waiver
      being informed and freely made;

(iv) if the Bankruptcy Court or the District Court does not
      have or retain jurisdiction over the claims and
      controversies, then Alvarez & Marsal and the Debtors will
      submit first to non-binding mediation, and if mediation is
      not successful, then to binding arbitration; and

  (v) judgment on any arbitration award may be entered in any
      Court having proper jurisdiction.

Moreover, the Debtors agree to indemnify and hold harmless
Alvarez & Marsal, its affiliates and their shareholders, members,
managers, employees, agents, representatives, and subcontractors
under certain circumstances.  A copy of Indemnification Agreement
is available for free at:

     http://bankrupt.com/misc/Visteon_A&Mindemnification.pdf

Jeffery J. Stegenga, managing director of Alvarez & Marsal North
America, LLC, 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 Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Intends to Hire Dickinson As Special Counsel
----------------------------------------------------------
Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Dickinson
Wright PLLC, as their special counsel nunc pro tunc to the
Petition Date, to represent them in supplier, commercial,
intellectual property and real estate matters.

The Debtors relate that they selected Dickinson Wright to be
their special counsel because of the firm's extensive experience
and knowledge in various areas of practice as to which its
continued representation is sought.  The Debtors aver that they
have been represented by Dickinson since they were initially spun
off from Ford Motor Company.

With respect to Non-IP services, the Debtors agree to pay
Dickinson pursuant to the firm's standard hourly rates, which
range from $185 to $575 per hour, as discounted:

  * 5% off of fees of up to $200,000;
  * 10% off of fees that range from $200,000 to $500,000; and
  * 15% off of fees that total more than $500,000.

With respect to IP-related services, the Debtors and Dickinson
have agreed to this fee structure:

  * For patent preparation and prosecution services:

     -- $1,000 for patentability searches, and
     -- $5,200 for preparation and filing of a patent
        application, unless a higher amount is approved by the
        Debtors.

  * For all other patent/IP work:

     -- 5% off all IP fees, except flat fees; and
     -- 15% off of all non-flat fee IP matters, if the aggregate
        fees paid to Dickinson for IP and non-IP matters exceeds
        $500,000.

The Debtors will reimburse Dickinson for actual and necessary
expenses incurred, including telephone calls, delivery charges,
computer assisted research and filing fees.

The Debtors relate that as of the Petition Date, they owe
Dickinson $10,715 for services performed or expenses incurred
prior to the Petition Date.  The Debtors note that Dickinson held
a $39,902 prepetition retainer.  The Debtors relate that they
have asked Dickinson to apply the retainer to satisfy the
prepetition claim.

Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors or their estates.
He maintains that Dickinson Wright is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                       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)


VITRO SAB: Posts US$411 Million Net Loss for 2008
-------------------------------------------------
Vitro, S.A.B. de C.V., disclosed in a filing with the U.S.
Securities and Exchange Commission financial results for the year
ended December 31, 2008.

At December 31, 2008, the Company's balance sheet showed total
assets of US$2.4 million, total liabilities of US$2.2 million and
stockholders' equity of about US$225,000.

For the year ended December 31, 2008, the Company posted
consolidated net loss of US$411.0 million compared with net income
of US$12 million for the year ended December 31, 2007.  This
decrease was due to a higher total comprehensive financing result
derived from the change of the value claimed by its derivative
counterparties in its derivative instrument transactions of losses
of US$272.0 million for the year ended December 31, 2008, compared
to losses of US$15 million for the year ended December 31, 2007.
The losses were partially offset by income tax benefits and lower
levels of other expenses.

As of December 31, 2008 and March 31, 2009, the Company's
unrestricted cash was US$103 million and cash equivalent balances
was US$81 million.

                        Going Concern Doubt

In June 30, 2009, Galaz, Yamazaki, Ruiz Urquiza, S.C., member of
Deloitte Touche Tohmatsu and C.P.C. Jorge Alberto Villarreal in
Monterrey, N.L., Mexico raised substantial doubt about the
Company's ability to continue as a going concern after auditing
financial results for the period ended Dec. 31, 2007, and 2008.
The auditors pointed out to the Company's net loss and its non-
compliance with covenants related to its long-term debt
obligations.

A full-text copy of the Form 20-F is available for free at
http://ResearchArchives.com/t/s?3ecc

                           About Vitro

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.


VOUGHT AIRCRAFT: Moody's Mulls Upgrade of 'B2' on Assets Sale
-------------------------------------------------------------
Moody's Investors Service affirmed Vought Aircraft Industries,
Inc.'s B2 Corporate Family and Probability of Default ratings but
placed the ratings for certain debt instruments under review for
possible upgrade.  The rating actions follow the announcement of
an agreement for Vought to sell its South Carolina based
facilities and operations which produce key structures for the 787
Dreamliner airplane to a subsidiary of The Boeing Company and an
agreement for payment for worked performed over the life of the
contract for approximately $580 million.  The affirmation of the
CFR and PDR ratings reflects Moody's view that the net effect of
the transaction is neutral to Vought's overall rating profile,
balancing positive near term financial effects of this transaction
with potential negative longer term business risks.  The review of
the ratings of various debt instruments for possible upgrade
considers that the reduction of senior secured indebtedness that
will likely result if the transaction proceeds as expected will
improve loss recovery expectations within Vought's debt structure,
potentially leading to higher instrument ratings under Moody's
Loss Given Default Rating Methodology.

Moody's noted that the proposed transaction is subject to lender
approval for the release of collateral assets and determination of
the extent of debt paydown.  However, if completed as
contemplated, proceeds from transaction should facilitate a
meaningful reduction of senior secured indebtedness.  More
importantly, it could also relieve Vought of the requirement for
additional investment in working capital for the Dreamliner
program, thereby improving its liquidity profile.  The need to
fund these working capital requirements for the 787 program, in
conjunction with weaker overall earnings and cash flow, would
likely have resulted in continued liquidity pressure over the
coming quarters.

Despite the near term positives of the proposed transaction, the
sale of the 787 operations and termination of the 787 Supply
Agreement could reduce a major long-term revenue and earnings
generating prospect for Vought.  As part of the agreement Vought
will enter into new long-term supply agreements pursuant to which
it will be awarded additional volumes in Boeing's 737, 777, and
for certain components in the 787 aircraft programs.  These
activities should help to mitigate downside risks.  Yet, in an
environment where overall demand for new commercial aircraft is
sharply contracting, defense budget cuts could adversely affect
the company's prospects in military sales, and business jet
production volumes are under pressure, Moody's believes that the
company's B2 CFR and PDR ratings appropriately reflect the net
balance of benefits and risks of the proposed transaction.  Upon
concluding the review of the instrument ratings, Moody's expects
that the company's rating outlook could be negative until greater
certainty about future earnings and cash flow prospects from the
ongoing businesses are more clearly visible.

The ratings for the company's senior secured credit facility and
senior unsecured notes have been placed under review for possible
upgrade pending the closing of the proposed transaction.  The
review considers that the potential debt paydown facilitated by
the transaction could result in higher recovery prospects for
these facilities per Moody's Loss Given Default Methodology.  The
review will be resolved once the final details of the contemplated
transaction are known and completed, which is expected in Q3 2009.

These ratings have been affirmed:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2.

These ratings are on review for possible upgrade:

  -- $150 million ($135 million outstanding) secured revolving
     credit facility due 2010, Ba3 (LGD2, 26%);

  -- $625 million (currently $613 million) term loan B due
     2011, Ba3 (LGD2, 26%);

  -- $75 million (currently $50 million) LC facility due 2010,
     Ba3 (LGD2, 26%);

  -- $270 million 8% senior unsecured notes due 2011, Caa1
     (LGD5, 79%).

The last rating action was on May 6, 2008, when Vought's B2
Corporate Family Rating was affirmed and the rating outlook was
changed to Stable from Negative.

Vought Aircraft Industries, Inc., headquartered in Dallas Texas
and owned by The Carlyle Group, is one of the largest independent
developers and producers of structural assemblies for commercial,
military, and business jet aircraft.  Vought had revenues of $1.8
billion in 2008.


WES CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wes Construction Company, Inc.
        P.O. Box 33099
        Reno, NV 89533-3099

Bankruptcy Case No.: 09-52177

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Heavy Equipment Services, LLC                      09-52178
Trucking Services, LLC                             09-52181

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $8,190,461

Total Debts: $20,787,704

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

      http://bankrupt.com/misc/nvb09-52177.pdf

The petition was signed by Michael A. Brandt, treasurer of the
Company.


* Community Banks' Lending Volumes Won't Hike in 2009, Says ABA
---------------------------------------------------------------
Testifying before the Senate Committee on Banking, Housing and
Urban Affairs, Arthur C. Johnson, chairman-elect of American
Bankers Association and chairman and CEO of United Bank of
Michigan said that community banks are continuing to lend despite
the recession.

"In spite of the downturn, community banks in rural communities
expanded lending by 7 percent since the recession began," said Mr.
Johnson.  "Loans made by banks that focus on farmers and ranchers
also increased by 9 percent," he said.

However, Mr. Johnson also suggested that these trends are not
likely to be sustained.  "In this environment, it is only natural
for businesses and individuals to be more cautious," he said.
"Businesses are reevaluating their credit needs and, as a result,
loan demand is declining.  Accordingly, it is unlikely that loan
volumes will increase this year."

Mr. Johnson further stated that even though community banks
entered the recession with strong levels of capital, raising new
capital in the current financial climate is very difficult.
Without access to capital, it will be tough to keep credit flowing
in rural communities, he said.

The government can take action to help rural community banks, Mr.
Johnson said, noting that a comparatively little amount of capital
would go a long way.

"The amount of capital required to provide an additional cushion
for all community banks -- which had nothing to do with the
current crisis -- is tiny compared to the $182 billion provided to
AIG," he said.  "In fact, the additional capital needed is less
than $3 billion for all smaller banks to be well-capitalized, even
under a baseline stress test.  A small injection of capital goes a
long way to keeping credit flowing in local communities."

Mr. Johnson then made some recommendations for development of new
programs and expansion of existing programs to help rural banks.
He suggested modifications to various government programs, such as
the Capital Purchase Program and the Capital Assistance Program,
which will allow greater participation by community banks.  He
also said that risk-based capital rules should be revised to more
accurately reflect the risks that banks face.

Finally, Mr. Johnson said that in addition to providing avenues
for new capital for community banks, Congress should focus its
attention on creating a systemic risk regulator, providing a
mechanism for resolving troubled, systemically important firms and
filling gaps in the regulation of the "shadow" banking industry.

"These actions would address the causes of the financial crisis
and constitute major reform," said Mr. Johnson.  "As you
contemplate these changes, ABA would urge you to ask this simple
question: how will this change impact those thousands of banks
that make the loans needed to get our economy moving again?"


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Culinary Delights, Inc.
   Bankr. D. Mass. Case No. 09-15932
      Chapter 11 Petition filed June 28, 2009
         See http://bankrupt.com/misc/mab09-15932.pdf

In Re All American Enviornmental Services, LLC
   Bankr. D. Conn. Case No. 09-51248
      Chapter 11 Petition filed June 29, 2009
         Filed as Pro Se

In Re United Southern Steel and Erection Company
   Bankr. M.D. Fla. Case No. 09-05280
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/flmb09-05280.pdf

In Re Herculano Joseph Alves
       aka Herkie Alves
       dba Green River Dairy
       aka Green River Dairy, LLC
      Frances Marie Alves
   Bankr. D. Idaho Case No. 09-40964
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/idb09-40964.pdf

In Re Richmond Center Holdings, LLC
   Bankr. E.D. Mo. Case No. 09-46174
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/moeb09-46174.pdf

In Re A.N.N. RESOURCES, L.L.C.
      aka ANN RESOURCES, LLC
   Bankr. D. Nev. Case No. 09-21433
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/nvb09-21433.pdf

In Re BETTY R. HEROLD
   Bankr. D. Nev. Case No. 09-21423
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/nvb09-21423.pdf

In Re GLORIA CRUZ
      ARTURO CRUZ
   Bankr. D. Nev. Case No. 09-21392
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/nvb09-21392.pdf

In Re Shamrock House, Inc.
   Bankr. N.D. N.Y. Case No. 09-12385
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/nynb09-12385.pdf

In Re Stone Cast Inc.
   Bankr. N.D. N.Y. Case No. 09-12374
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/nynb09-12374.pdf

In Re Crooked Creek Inn, Inc.
   Bankr. W.D. Pa. Case No. 09-24784
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/pawb09-24784p.pdf
         See http://bankrupt.com/misc/pawb09-24784c.pdf

In Re Inc. SJCC
   Bankr. W.D. Tenn. Case No. 09-26894
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/tnwb09-26894.pdf

In Re Charles Bush Entertainment Inc.
   Bankr. S.D. Tex. Case No. 09-34490
      Chapter 11 Petition filed June 29, 2009
         Filed as Pro Se

In Re Benjamin Carcamo
      Eileen Carcamo
   Bankr. W.D. Tex. Case No. 09-31394
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/txwb09-31394p.pdf
         See http://bankrupt.com/misc/txwb09-31394c.pdf

In Re Fox Hollow Saratoga, LLC
   Bankr. D. Utah Case No. 09-26735
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/utb09-26735.pdf

In Re Madeira & Associates, LLC
   Bankr. E.D. Va. Case No. 09-15201
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/vaeb09-15201.pdf

In Re Acania Research, Inc., debtor
   Bankr. W.D. Wash. Case No. 09-16404
      Chapter 11 Petition filed June 29, 2009
         See http://bankrupt.com/misc/wawb09-16404.pdf

In Re West Alabama Education, Inc.
       dba Central Christian Academy
   Bankr. S.D. Ala. Case No. 09-12970
      Chapter 11 Petition filed June 30, 2009
         Filed as Pro Se

In Re ERIC DAVID RIDLEY
   Bankr. D. Ariz. Case No. 09-15073
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/azb09-15073.pdf

In Re SUPERSTITION MOUNTAIN JV, LLC
   Bankr. D. Ariz. Case No. 09-14899
      Chapter 11 Petition filed June 30, 2009
         Filed as Pro Se

In Re Dinesh Valjeebhai Shah
       aka Dinesh Shah
   Bankr. C.D. Calif. Case No. 09-16539
      Chapter 11 Petition filed June 30, 2009
         Filed as Pro Se

In Re Mary Ann Parmelee
   Bankr. C.D. Calif. Case No. 09-26810
      Chapter 11 Petition filed June 30, 2009
         Filed as Pro Se

In Re Perseid Land Capital LLC
   Bankr. C.D. Calif. Case No. 09-24691
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/cacb09-24691.pdf

In Re Sheer Essence Salon
   Bankr. M.D. Fla. Case No. 09-05352
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/flmb09-05352.pdf

In Re MSD Holdings, LLC
   Bankr. N.D. Ind. Case No. 09-33109
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/innb09-33109p.pdf
         See http://bankrupt.com/misc/innb09-33109c.pdf

In Re Dorman Homes I, LLC
   Bankr. W.D. Mo. Case No. 09-43069
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/mowb09-43069.pdf

In Re Ozell Neely
   Bankr. E.D. N.Y. Case No. 09-74877
         Chapter 11 Petition filed June 30, 2009
            Filed as Pro Se

In Re M. Maskas & Sons, Inc.
   Bankr. W.D. Pa. Case No. 09-24878
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/pawb09-24878.pdf

In Re PRINT TO MAIL SOLUTIONS CORP.
   Bankr. D. P.R. Case No. 09-05351
      Chapter 11 Petition filed June 30, 2009
         See http://bankrupt.com/misc/prb09-05351.pdf

In Re Darryl Edmond Palmer
       dba Matts Auto World Preowned Cars
   Bankr. N.D. W.Va. Case No. 09-01476
      Chapter 11 Petition filed June 30, 2009
         Filed as Pro Se

In Re SEAN GREGORY MCDONALD
      CHRISTINA OLIVIA MCDONALD
   Bankr. D. Ariz. Case No. 09-15149
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/azb09-15149.pdf

In Re Solomon M. Cohen
   Bankr. C.D. Calif. Case No. 09-18147
      Chapter 11 Petition filed July 1, 2009
         Filed as Pro Se

In Re New Hana Market, Inc.
       dba Young Ok Kim
       dba Hana Market
       dba Ha Na Market
       dba Hana Super Market
   Bankr. E.D. Calif. Case No. 09-33593
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/caeb09-33593.pdf

In Re Robert E. Pitner
       fdba Blue Ribbon Maintance
       dba Evolving Times Antique
   Bankr. E.D. Calif. Case No. 09-33742
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/caeb09-33742.pdf

In Re Curtis Company, Inc.
   Bankr. N.D. Calif. Case No. 09-55297
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/canb09-55297.pdf

In Re Julia M. Estoesta
   Bankr. N.D. Calif. Case No. 09-55294
      Chapter 11 Petition filed July 1, 2009
         Filed as Pro Se

In Re Geraldine Dalzell-Payne
   Bankr. D. D.C. Case No. 09-00574
      Chapter 11 Petition filed July 1, 2009
         Filed as Pro Se

In Re V&L Priority Service, LLC
       d/b/a The UPS Store
   Bankr. M.D. Fla. Case No. 09-09483
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/flmb09-09483.pdf

In Re World Caster & Equipment Manufacturing, Inc.
       fka Castor Warehouse, Inc.
   Bankr. N.D. Ga. Case No. 09-76904
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/ganb09-76904.pdf

   In Re Castor Warehouse, Inc.
      Bankr. N.D. Ga. Case No. 09-76905
         Chapter 11 Petition filed July 1, 2009

In Re Joash, Inc.
   Bankr. W.D. Ky. Case No. 09-33302
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/kywb09-33302.pdf

In Re Christ Temple Day Care
   Bankr. W.D. La. Case No. 09-11981
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/lawb09-11981.pdf

In Re Michael L. Cucchiello
       dba Cucchiello's Bakery
   Bankr. D. Mass. Case No. 09-16249
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/mab09-16249.pdf

In Re Brant D. Cuthbert
   Bankr. W.D. Mich. Case No. 09-07947
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/miwb09-07947.pdf

In Re Hansen's Liquors, LLC
   Bankr. D. Minn. Case No. 09-34531
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/mnb09-34531.pdf

In Re Margaret M. Kelly
   Bankr. E.D. Mo. Case No. 09-46306
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/moeb09-46306.pdf

In Re MAGDALENA VILLANUEVA
      ALEXIS VILLANUEVA
   Bankr. D. Nev. Case No. 09-21692
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/nvb09-21692.pdf

In Re Private Lender Services Corp.
   Bankr. E.D. N.Y. Case No. 09-74927
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/nyeb09-74927.pdf

In Re Parakletos Services, Inc.
   Bankr. E.D. N.C. Case No. 09-05501
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/nceb09-05501.pdf

In Re Luisa Evette Poindexter
       aka Luisa Evette Diaz
       aka Luisa E. Diaz-Poindexter
   Bankr. W.D. N.C. Case No. 09-31789
      Chapter 11 Petition filed July 1, 2009
         Filed as Pro Se

In Re Woodland Hills School, Inc.
       dba Utah South Valley Community High School, LLC
   Bankr. D. Utah Case No. 09-26855
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/utb09-26855p.pdf
         See http://bankrupt.com/misc/utb09-26855c.pdf

In Re Richard J. Saunders, Jr.
       aka Rick Saunders
      Josephine H. Washington Saunders
       aka Joey Washington
       aka Joey Saunders
       aka Josephine Saunders
   Bankr. E.D. Va. Case No. 09-15281
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/vaeb09-15281.pdf

In Re Wayne Transportation, LLC
   Bankr. W.D. Wisc. Case No. 09-14403
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/wiwb09-14403.pdf

In Re Beryle Loven
   Bankr. C.D. Calif. Case No. 09-16586
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/cacb09-16586.pdf

In Re Paul C. Sumpter
   Bankr. C.D. Calif. Case No. 09-18223
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/cacb09-18223.pdf

In Re B.E.C. Consultants, Inc.
   Bankr. N.D. Calif. Case No. 09-45935
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/canb09-45935.pdf

In Re Brian T. Brandt
      Marcy Brandt
       aka Marcy Farah Brandt
   Bankr. M.D. Fla. Case No. 09-14430
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/flmb09-14430.pdf

In Re FLHP-MS, LLC Owner of The Palm Suites Land and Trust
   Bankr. M.D. Fla. Case No. 09-09547
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re Danbryan Holdings, Inc.
   Bankr. N.D. Ga. Case No. 09-77075
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/ganb09-77075.pdf

In Re Little Learners Academy of Mableton, LLC
   Bankr. N.D. Ga. Case No. 09-77037
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

   In Re Little Learners Academy, LLC Bonapfel
      Bankr. N.D. Ga. Case No. 09-77042
         Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

   In Re Little Learners Academy of Lake City ,LLC Bonapfel
      Bankr. N.D. Ga. Case No. 09-77044
         Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re Michael J. Bourff
   Bankr. N.D. Ga. Case No. 09-76988
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re Farid N. Ghadry
   Bankr. D. Md. Case No. 09-21974
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re Dubay Trucking, Inc.
   Bankr. D. Maine Case No. 09-10895
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/meb09-10895.pdf

In Re Great Lakes Redi Mix, Inc.
   Bankr. E.D. Mich. Case No. 09-22446
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re White Water Leasing, LLC
   Bankr. E.D. Mich. Case No. 09-22447
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re Richard Hugh Livingston
       dba Blue Star Realty
       dba SaugatuckRealty.com, Inc.
   Bankr. W.D. Mich. Case No. 09-07953
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re John Robert Woodbury
       dba Taliaferro Corp. D/B/A Woodbury Properties
       aka John R. Woodbury
   Bankr. D.S.C. Mich. Case No. 09-04893
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/scb09-04893.pdf

In Re JOHN FERRARO
      MARCHELLA FERRARO
   Bankr. D. Nev. Case No. 09-21789
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/nvb09-21789.pdf

In Re Ingrid Malat Irrevocable Trust
   Bankr. D. N.J. Case No. 09-27243
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re W.M. Berry, L.L.C.
   Bankr. D. N.M. Case No. 09-12895
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/nmb09-12895.pdf

In Re Reena & Aimee, Inc.
   Bankr. W.D. N.Y. Case No. 09-13082
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/nywb09-13082.pdf

In Re Dwight David Lynch
   Bankr. M.D. N.C. Case No. 09-11232
      Chapter 11 Petition filed July 2, 2009
         Filed as Pro Se

In Re Northpoint Flooring and Design, LLC
   Bankr. W.D. Okla. Case No. 09-13586
      Chapter 11 Petition filed July 1, 2009
         See http://bankrupt.com/misc/okwb09-13586.pdf

In Re DeJager Construction & Log Homes, Inc.
   Bankr. D. S.Dak. Case No. 09-40514
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/sdb09-40514p.pdf
         See http://bankrupt.com/misc/sdb09-40514c.pdf

In Re Crestview Homes, Inc.
   Bankr. D. S.Dak. Case No. 09-40516
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/sdb09-40516p.pdf
         See http://bankrupt.com/misc/sdb09-40516c.pdf

In Re GENARO RODRIGUEZ
       aka GENE RODRIGUEZ
      Irene Rodriguez
   Bankr. W.D. Tex. Case No. 09-52458
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/txwb09-52458.pdf

In Re Don C. Elkins Music, Inc.
   Bankr. S.D. W.Va. Case No. 09-20697
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/wvsb09-20697.pdf

In Re Little Pioneer Child Care, Inc.
   Bankr. E.D. Wisc. Case No. 09-29551
      Chapter 11 Petition filed July 2, 2009
         See http://bankrupt.com/misc/wieb09-29551p.pdf
         See http://bankrupt.com/misc/wieb09-29551c.pdf

In Re DENNIS C. ELWESS
      LISA L. ELWESS
   Bankr. D. Ariz. Case No. 09-15409
      Chapter 11 Petition filed July 3, 2009
         See http://bankrupt.com/misc/azb09-15409.pdf

In Re William Bedford
      Martha Bedford
   Bankr. C.D. Calif. Case No. 09-12646
      Chapter 11 Petition filed July 3, 2009
         See http://bankrupt.com/misc/cacb09-12646.pdf

In Re RODRIGUEZ & ASOCIADOS, C.S.P.
   Bankr. D. P.R. Case No. 09-05533
      Chapter 11 Petition filed July 3, 2009
         See http://bankrupt.com/misc/prb09-05533.pdf

In Re Moh's Food Company, Inc.
   Bankr. M.D. Fla. Case No. 09-05486
      Chapter 11 Petition filed July 5, 2009
         See http://bankrupt.com/misc/flmb09-05486.pdf

In Re Lanas Construction, Inc.
   Bankr. N.D. Ill. Case No. 09-24440
      Chapter 11 Petition filed July 5, 2009
         See http://bankrupt.com/misc/ilnb09-24440.pdf

In Re John S. Williams
       aka John Sherrod Williams
      Jacqueline Williams
   Bankr. E.D. Ark. Case No. 09-14715
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/areb09-14715.pdf

In Re KC Steel Structures, Inc.
       fdba  Montana Steel Structures, LLC
       fdba KC Steel Structures, Inc. (C Corp)
   Bankr. W.D. Ark. Case No. 09-73327
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/arwb09-73327.pdf

In Re Kevin Dean Colvin
      Michelle Lee Colvin
       aka Michelle Webb
       aka Michelle Driscoll
   Bankr. W.D. Ark. Case No. 09-73326
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/arwb09-73326.pdf

In Re Cambria Ventures, Inc.
   Bankr. E.D. Calif. Case No. 09-92096
      Chapter 11 Petition filed July 6, 2009
         Filed as Pro Se

In Re Paul Alvin Sharff, Jr.
       aka Paul Alvin Sharff
   Bankr. M.D. Fla. Case No. 09-14530
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/flmb09-14530.pdf

In Re Recycle, Inc.
   Bankr. M.D. Ga. Case No. 09-52083
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/gamb09-52083.pdf

In Re Redemptive Life Baptist Church, Inc.
   Bankr. N.D. Ga. Case No. 09-77470
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/ganb09-77470.pdf

In Re S & L Network Inc.
       dba Little Folks Campus
   Bankr. N.D. Ga. Case No. 09-77282
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/ganb09-77282.pdf

In Re ICIC ENTERPRISES, INC.
   Bankr. E.D. N.Y. Case No. 09-75023
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/nyeb09-75023.pdf

In Re Accent Construction, LLC
   Bankr. E.D. N.C. Case No. 09-05595
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/nceb09-05595.pdf

In Re Equipment USA LLC
   Bankr. D. N.Dak. Case No. 09-30781
      Chapter 11 Petition filed July 6, 2009
         Filed as Pro Se

In Re La Cocina Mexicana LLC
   Bankr. E.D. Pa. Case No. 09-21729
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/paeb09-21729.pdf

In Re Little People University, Inc.
   Bankr. E.D. Pa. Case No. 09-14956
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/paeb09-14956.pdf

In Re Artworth Inc.
       aka Gemco Custom Builder
   Bankr. N.D. Tex. Case No. 09-34300
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/txnb09-34300.pdf

In Re Sachsco, Inc.
   Bankr. N.D. Tex. Case No. 09-34351
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/txnb09-34351.pdf

In Re Fedro Custom Homes, Inc.
   Bankr. S.D. Tex. Case No. 09-80259
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/txsb09-80259.pdf

In Re Kelly Gordon Rogers
   Bankr. E.D. Tex. Case No. 09-42154
      Chapter 11 Petition filed July 6, 2009
         Filed as Pro Se

In Re Bay Point Ventures, Inc.
       dba PDX Grille
   Bankr. E.D. Va. Case No. 09-72746
      Chapter 11 Petition filed July 6, 2009
         See http://bankrupt.com/misc/vaeb09-72746.pdf

In Re Alabama Asphalt Haulers, LLC
   Bankr. N.D. Ala. Case No. 09-71702
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/alnb09-71702.pdf

In Re VP Phase III Ltd.
   Bankr. M.D. Fla. Case No. 09-09666
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/flmb09-09666p.pdf
         See http://bankrupt.com/misc/flmb09-09666c.pdf

In Re A & B Coffee Service, Inc.
   Bankr. N.D. Ga. Case No. 09-12388
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/ganb09-12388.pdf

In Re Biscuit Hair, Inc.
   Bankr. N.D. Ga. Case No. 09-77693
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/ganb09-77693.pdf

In Re Homefinishers, Inc.
       dba Chicago Rebath
   Bankr. N.D. Ill. Case No. 09-24590
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/ilnb09-24590.pdf

In Re SS Hauling LLC
   Bankr. W.D. Ky. Case No. 09-33366
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/kywb09-33366.pdf

In Re Dog Days, Inc.
   Bankr. D. N.J. Case No. 09-27533
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/njb09-27533.pdf

In Re 312 Holdings, Inc.
   Bankr. E.D. N.Y. Case No. 09-45719
      Chapter 11 Petition filed July 7, 2009
         Filed as Pro Se

In Re Dennis Wayne Hodge
   Bankr. E.D. Tex. Case No. 09-42172
      Chapter 11 Petition filed July 7, 2009
         Filed as Pro Se

In Re James A. Wade
   Bankr. E.D. Tex. Case No. 09-42173
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/txeb09-42173.pdf

In Re Deco-Dence, LLC
   Bankr. N.D. Tex. Case No. 09-34418
      Chapter 11 Petition filed July 7, 2009
         See http://bankrupt.com/misc/txnb09-34418.pdf

In Re Omar's Financial Group, Inc.
   Bankr. N.D. Tex. Case No. 09-34416
      Chapter 11 Petition filed July 7, 2009
         Filed as Pro Se

In Re Royal Bengal Inc.
   Bankr. N.D. Tex. Case No. 09-34417
      Chapter 11 Petition filed July 7, 2009
         Filed as Pro Se



                           *********

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. Martirez, 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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **