TCR_Public/090713.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 13, 2009, Vol. 13, No. 192

                            Headlines

ACCURIDE CORP: Lenders Agree to Temporary Waiver Until Aug. 15
ADVANTA CORP: To Cut Workforce by 50%; Sees in $9.5MM in Charges
ADVANTA CORP: Bank Unit Inks Regulatory Agreements FDIC
ALLEN G ZARING: Section 341(a) Meeting Scheduled for August 24
ALAMO DISCOUNT: Case Summary & 11 Largest Unsecured Creditors

APPALACHIAN COAL: Case Summary & 4 Largest Unsecured Creditors
APPLIED SOLAR: Quercus Loan Requires Bankruptcy Filing by July 15
ARKADOS GROUP: In Talks with Debenture Holders on Event of Default
ASHLEY GLEN: Plan Offers De Minimis Recovery for Unsec. Creditors
ASHLEY GLEN: Application to Employ Morse & Gomez as Counsel

ATLAS ENERGY: S&P Raises Rating on $400 Million Senior Notes
AURORA OIL & GAS: Deneau Resigns as CEO, But Keeps Chairmanship
BALLY TOTAL: Court to Hold Plan Confirmation Hearing August 19
BALLY TOTAL: HSBC & US Bank Withdraw Objections to Plan Outline
BALLY TOTAL: Court Approves Bankruptcy Exit Financing

BALLY TOTAL: Court Approves Cash Collateral Use Until July 31
BALLY TOTAL: Sues Contra Costa to Expunge Claim
BETHEL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
BH S&B: Ableco Finance Wants Cases Converted to Chapter 7
BH S&B: Plan Filing Period Extended to September 15

BIO-KEY INT'L: Settles $2.8-Mil. Suit by Longview Entities
BLOCKBUSTER INC: Registers 17.7MM Shares for Incentive Plan
BYRAM READY: Voluntary Chapter 11 Case Summary
CABRINI MEDICAL: Files for Ch 11 Bankruptcy Amid Litigation
CABRINI MEDICAL CENTER: Case Summary & 20 Largest Unsec. Creditors

CANWEST GLOBAL: Posts C$110 Million Net Loss for May 31 Quarter
CARE FOUNDATION: Plan Solicitation Period Extended to November 30
CCS MEDICAL: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
CHILDREN'S GARDEN REAL: Case Summary & 13 Largest Unsec. Creditors
CHRYSLER FINANCIAL: Moody's Confirms Ratings on Two Classes

CHRYSLER FINANCIAL: Moody's Confirms Ratings on Five Tranches
CIT GROUP: Taps Skadden Arps After Failing to Secure FDIC Backing
CIT GROUP: Working on Plan to Ease Fears on Liquidity Crunch
CONGOLEUM CORP: 12th Amendment to Postpetition Financing Approved
CORD BLOOD: Obtains $7.5MM Capital Commitment From Optimus

CORD BLOOD: Issues Promissory Note, Shares for $200,000 Loan
COYOTES HOCKEY: NHL Protest Moyes Plea to Examine League Papers
COYOTES HOCKEY: May Receive Another Bid to Keep Team in Arizona
COYOTES HOCKEY: Gretzky Contests Release of Financial Records
CUMULUS MEDIA: Gausvik Steps Down as CFO; Hannan Assumes Post

CUMULUS MEDIA: Gets Covenant Relief Until December 2010
DAN MOSER: Meeting of Creditors Set for August 5 in North Carolina
DAN MOSER: Wants to Hire Shuford Hunter as Bankruptcy Counsel
DAYTON SUPERIOR: Asks Court to Establish Aug. 25 Claims Bar Date
DAYTON SUPERIOR: Schedules $225.9MM in Assets, $379.6MM in Debts

DENNIS SPIELBAUER: Files Schedules of Assets and Liabilities
DETROIT PUBLIC SCHOOLS: Talks to Ex. Judge Graves About Chapter 9
DEX MEDIA: Bank Debt Trades at 24% Off in Secondary Market
DOT VN: Amends Domain Monetization Agreement with NameDrive
DOT VN: Executes Convertible Promissory Note for Louis Huynh

DUANE READE: Moody's Cuts PDR to 'Ca' Following Discount Offer
DUANE READE: S&P Cuts Corp. Rating to 'CC'; Same Level as Moody's
DUNE ENERGY: Wells Fargo Amends "Change of Control" Term
E*TRADE FIN'L: "Worst of Times" Not Yet Over, Says CEO Layton
E*TRADE FIN'L: Amends BNY Mellon Indentures to Allow TARP Loan

ELECTROGLAS INC: Case Summary & 21 Largest Unsecured Creditors
EMPIRE RESORTS: Amends Consulting Pact with Nima Asset Management
EMPIRE RESORTS: Bank of Scotland Extends Loan Maturity to July 17
EPICEPT CORP: Stockholders OK Certificate of Incorporation Changes
EPICEPT CORP: TBG Adjusts Loan Repayment Schedule

FLYING J: Longhorn Bid Protocol Okayed; July 17 Bid Deadline Set
FORD MOTOR: Bank Debt Trades at 27% Off in Secondary Market
FREEDOM GROUP: S&P Assigns 'B+' Corporate Credit Rating
FRONTIER FUNDING: S&P Cuts Ratings on Class A Notes to 'BB-'
GENERAL MOTORS: New GM Begins Operations; Sale Closed July 10

GENERAL MOTORS: Bankr. Court Junks Direct Appeal to Cir. Court
GENERAL MOTORS: Second Amended Sale Deal with Govt. Owned Entity
GENERAL MOTORS: Lees Want Stay Lifted to Pursue PI Suit
GENERAL MOTORS: To Meet German Officials; Magna Board Discuss Bid
GENERAL MOTORS: NYSE Delists Nine Classes of Securities

GENERAL MOTORS: Six Directors Step Down From Old GM Board
GENTA INC: Has Deal to Sell $10MM of Securities to Investors
GEORGIA GULF: Forecasts $4.3 Million Operating Loss in 2009
GEORGIA GULF: Seeks Amendment to October 2006 Credit Agreement
GEORGIA GULF: Bank Debt Trades at 19% Off in Secondary Market

GLOBAL SAFETY: Court Initially Moves Filing Deadline to Aug. 3
GLOBAL SAFETY: US Trustee Sets Meeting of Creditors for July 30
GLOBAL SAFETY: Hires Epiq Bankruptcy as Claims & Notice Agent
GLOBAL SAFETY: Wants to Hire White & Case as Bankruptcy Counsel
GOLDEN EAGLE: Hurls Fraud Charges at Queenstake; Denies Breach

GOLDEN EAGLE: Issues Preferred Shares to Pay Down $794,450 Debt
GOLFERS' WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
GREDE FOUNDRIES: Employs Whyte Hirschboek as Attorneys
GREDE FOUNDRIES: U.S. Trustee Forms Six-Member Creditors' Panel
GREDE FOUNDRIES: Wants Additional 30 Days for Schedules Filing

GREENBRIER COS: S&P Puts 'B-' Rating on CreditWatch Negative
GTC BIOTHERAPEUTICS: Has Exclusive License on Merrimack Drug
GTC BIOTHERAPEUTICS: Special Shareholders' Meeting on July 30
GUIDED THERAPEUTICS: Form 10-K Filing Delay Nears 4 Months
HC INNOVATIONS: Randazzo Replaces Lame as Subsidiary's CEO

HC INNOVATIONS: HealthSpring Cancels Services Effective Sept. 30
HCA INC: Bank Debt Trades at 8% Off in Secondary Market
HUNTSMAN ICI: Bank Debt Trades at 9% Off in Secondary Market
HHGREGG INC: S&P Puts 'B+' Rating on CreditWatch Negative
IMPLANT SCIENCES: DMRJ Requires Asset Sale Absent New Funds

INTERMET CORP: Solicitation Period Extended to September 30
INAYAT ULLAH: Case Summary & 18 Largest Unsecured Creditors
ISOLAGEN INC: Court Issues Final Order Approving $2.75MM DIP Loan
IPC SYSTEMS: S&P Downgrades Corporate Credit Rating to 'B-'
ISLE OF CAPRI: Bank Debt Trades at 8% Off in Secondary Market

IXI MOBILE: Unit Pens Distribution Agreement with Runcom
JAMES MCREYNOLDS: Case Summary & 20 Largest Unsecured Creditors
JAMES QUILLEN: Second 341 Meeting Required Following Conversion
JOURNAL REGISTER: Will Emerge From Ch. 11 With $225MM in Debt
JULIET OGULEDO: Case Summary & 20 Largest Unsecured Creditors

KIP SKIDMORE: Lawsuits Lead to Chapter 11 Bankruptcy Filing
LAKE AT LAS VEGAS: Proposes Amendments to DIP Facilities
LAS VEGAS SANDS: Debt Trades at 30% Off in Secondary Market
LAUREATE EDUCATION: Debt Trades at 13% Off in Secondary Market
LAVIGNE INC: Case Summary & 20 Largest Unsec. Creditors

LEAR CORP: Request for Court Nod to Access $500MM DIP Financing
LEAR CORP: Intends to Access Prepetition Cash Collateral
LEAR CORP: Wants Schedules Deadline Moved to August 21
LEAR CORP: Receives Court Approval of "First Day" Motions
LEAR CORP: Prohibited From Borrowing Cash From Canada Plants

LENNY KYLE DYKSTRA: Case Summary & 20 Largest Unsecured Creditors
LEO M FLOOD: Case Summary & 17 Largest Unsecured Creditors
LEVEL 3: Registers $200MM of 7% Convertible Notes Due 2015
LIFE SCIENCES: Inks Merger Deal with Entity Owned by CEO Baker
LIFE SCIENCES: Inks Merger Deal with Entity Owned by CEO Baker

LODGENET INTERACTIVE: Sells Preferreds to Merrill; Raises $57.5MM
MAGNACHIP SEMICON: Panel Balks at Lenders' Cash Collateral Deal
MASA DEV'T: Files for Chapter 11; Chili Willi's to Remain Open
MICHAELS STORES: Debt Trades at 21% Off in Secondary Market
MIRANT CORP: Bank Debt Trades at 5% Off in Secondary Market

NATIONAL CONSUMER: Moody's Cuts Senior Note Rating to 'Ba3'
NEENAH FOUNDRY: Moody's Cuts Corp. Family Rating to 'Caa3'
NORANDA ALUMINUM: S&P Downgrades Rating on Senior Facility to D
PINNACLE FOODS: Bank Debt Trades at 10% Off in Secondary Market
PROLIANCE INT'L: Gets Additional 30 Days for Schedules Filing

PROLIANCE INT'L: Employs Garden City as Claims and Notice Agent
PROLIANCE INT'L: Requests NYSE Delisting of Common Stock
PROSPECT MEDICAL: Moody's May No Longer Downgrade Caa1 Rating
PROSPECT MEDICAL: S&P Puts B Rating on $160 Mil. Senior Notes
QSGI INC: To Continue Some Operations While in Bankruptcy

REGAL CINEMAS: Moody's Rates $300MM Senior Unsec. Notes to 'B1'
REGAL CINEMAS: S&P Puts 'B-' Rating on $300MM Senior Notes
REGAL ENTERTAINMENT: Unit Hikes Sr. Notes Offering to $400MM
REVLON INC: Bank Debt Trades at 10% Off in Secondary Market
RITE AID: Bank Debt Trades at 21% Off in Secondary Market

SEALY CORP: Faces Patent Infringement Suit From Tempur-Pedic
SEITEL INC: Reports Preliminary Results for Qrtr. Ended June 30
SPANSION INC: Intends to Employ Randy Furr as EVP and CFO
SPANSION INC: Proposes to Assume Kispert Employment Agreement
SPANSION INC: Plan Filing Deadline Moved to September 28

SPANSION INC: Spansion Llc's Schedules Of Assets And Liabilities
SPANSION INC: Spansion Llc's Statement of Financial Affairs
SPRINT NEXTEL: Ericsson Assumes CDMA Operations in 7-Year Pact
STILLWATER MINING: S&P Puts 'B-' Rating on CreditWatch Negative
SUNDALE LTD: Oversecured Creditor Entitled to Default Interest

SUNGARD DATA: Bank Debt Trades at 5% Off in Secondary Market
SUN-TIMES MEDIA: Wants Sept. 30 as Creditors' Claims Bar Date
THORNBURG MORTGAGE: Files Schedules of Assets and Liabilities
TITLEMAX HOLDINGS: Files Schedules of Assets and Liabilities
TREASURE ISLAND CLUB: Music Producer Bill Edwards to Buy Firm

TOYS R US: Bank Debt Trades at 6% Off in Secondary Market
TRW AUTOMOTIVE: Bank Debt Trades at 11% Off in Secondary Market
TW TELECOM: S&P Raises Corporate Credit Rating to 'B+'
UAL CORP: Bank Debt Trades at 43% Off in Secondary Market
UTGR INC: Taps Kirkland & Ellis as Bankruptcy Attorneys

UTGR INC: Applies to Employ Winograd Shine as Co-Counsel
UTGR INC: Committee Retains Jage Smith as Counsel
UTGR INC: Committee Taps Boyajian Harrington as Local Counsel
VISITALK.COM: 9th Circuit Resolves D&O Insurance Dispute
VISTEON CORP: Bank Debt Trades at 56% Off in Secondary Market

VWR FUNDING: Moody's Keeps Existing Ratings with Stable Outlook
WEST FRASER: Moody's Downgrades Senior Debt Rating to 'Ba1'
WEST SPEEDWAY: Defaults on $2.4MM Note; Files for Chapter 11
WOODMONT TCI: Files for Chapter 11 Bankruptcy Protection

WYNNEWOOD REFINING: Moody's Puts 'B2' Corporate Family Rating
WEST CORP: Bank Debt Trades at 9% Off in Secondary Market
YANKEE CANDLE: Bank Debt Trades at 10% Off in Secondary Market
YRC WORLDWIDE: Reaches Tentative Agreement with Teamsters
YRC WORLDWIDE: Rothschild in Talks with Debt Securities Holders

* Frank Scherer Joins Grubb & Ellis as Retail Group Vice Pres.

* BOND PRICING -- For the Week From July 6 to 10, 2009

                            *********

ACCURIDE CORP: Lenders Agree to Temporary Waiver Until Aug. 15
--------------------------------------------------------------
Accuride Corporation has entered into a Temporary Waiver Agreement
with respect to its Fourth Amended and Restated Credit Agreement,
dated as of January 31, 2005, as amended, with Accuride Canada
Inc., the lenders party thereto, the administrative agent for the
lenders, and the other agents party thereto.  The Temporary Waiver
is dated July 1, 2009, and became effective on July 8, 2009.

The Lenders have agreed to waive the Company's compliance with
these financial covenants under the Credit Agreement for the
fiscal quarter ended June 30, 2009, for the duration of the
Temporary Waiver Period:

     (i) the Senior Secured Leverage Ratio,
    (ii) the Interest Coverage Ratio, and
   (iii) the Fixed Charge Coverage Ratio.

The Company's failure to comply with any of these covenants would
be an immediate event of default under the Credit Agreement.  The
"Temporary Waiver Period" terminates on August 15, 2009, unless
terminated earlier as the result of, among other things:

     (i) an event of default under the Credit Agreement that is
         not a Potential Default,

    (ii) payment by the Company of the interest payment due and
         owing on August 1, 2009, to the holders of the
         Company's 8-1/2% Senior Subordinated Notes due 2015,
         and

   (iii) the failure by the Company or the subsidiary
         guarantors to comply with the terms and provisions of
         the Temporary Waiver.

In exchange for the waiver, Accuride has agreed to provide
detailed and regular financial information to a Steering Committee
that has been formed to represent the lenders in their
negotiations with Accuride and to comply with other restrictions,
including restrictions on incurring additional debt, making
investments, and selling assets.  In addition, Accuride has agreed
to maintain an average liquidity of $35 million over a rolling
five business day period and a minimum liquidity of $30 million,
subject to specified Steering Committee discretion.  The temporary
waiver is subject to certain early termination events, including
the occurrence of other events of default under the Credit
Agreement and payment by Accuride of interest on its outstanding
senior subordinated notes which, subject to a 30-day grace period,
is due August 1, 2009.

Under the Temporary Waiver, (i) interest on advances and all
outstanding obligations under the Credit Agreement will accrue at
an annual rate of 2.0% plus the otherwise applicable rate during
the Temporary Waiver Period, and (ii) the Company and its
subsidiaries must comply with certain restrictions on incurring
additional debt, making investments and selling assets.

Contemporaneously with the Temporary Waiver, Citicorp USA, Inc.,
has resigned as administrative agent and the lenders have
appointed Deutsche Bank Trust Company Americas to serve as
administrative agent.

An affiliate of Sun Capital Securities Group, LLC, is one of the
lenders that approved the Temporary Waiver.  Sun Capital and its
affiliates hold approximately 32.2% of the Company's common stock
on a fully diluted basis and benefit from certain corporate
governance rights.

The Company is proactively evaluating strategic alternatives to
address ongoing liquidity and financing concerns, including
amendments and additional waivers to the Credit Agreement, the
sale of non-core assets or alternative debt structures.  The Board
of Directors of the Company has appointed a Special Committee of
independent directors to identify and evaluate these strategic
alternatives, with the input of management and its financial
advisors, and to recommend an appropriate course of action to the
full Board.  The Special Committee has engaged Perella Weinberg
Partners LP and UBS Securities LLC as its financial advisors in
connection with this review.  The Company expects to use the
Temporary Waiver Period to continue working towards implementing
one or more of these strategic alternatives, and views the
Temporary Waiver as the initial step in a broader transaction with
its lenders, although the nature and parameters of this
transaction are not yet defined.

Under the Temporary Waiver, the Company will present a proposal to
the lenders for an amendment to or restructuring of its
obligations under the Credit Agreement and the senior subordinated
notes, if appropriate, by July 24, 2009.  Additionally, if
requested by the administrative agent for the lenders or the
Steering Committee of lenders that has been formed to represent
the lenders in their negotiations with the Company, the Company
will provide the administrative agent, the Steering Committee and
their respective advisors with bi-weekly updates regarding the
ongoing financial performance, operations and liquidity of the
Company and its subsidiaries, and the progress toward a proposal
for an amendment to or restructuring of the obligations under the
Credit Agreement and the senior subordinated notes.  The Company
said that there can be no assurance, however, that its proposal to
the lenders, or any other strategic alternative, will be
implemented prior to the expiration of the Temporary Waiver
Period, in which case an event of default would likely occur under
the Credit Agreement.  The occurrence of an event of default under
the Credit Agreement would permit the lenders to restrict the
Company's access to available cash, and possibly result in the
acceleration of the Company's obligations under the Credit
Agreement and the acceleration of debt under other debt agreements
that may contain cross-acceleration or cross-default provisions.

A full-text copy of the Temporary Waiver Agreement, dated
July 1, 2009, among Accuride, Accuride Canada Inc., the lenders,
the administrative agent for the lenders, and the other agents, is
available at no charge at:

             http://ResearchArchives.com/t/s?3ef4

On July 8, 2009, Accuride said that, subject to final review and
adjustments, preliminary sales for its fiscal second quarter
ending June 30, 2009, are in a range of $132.5 million to $135.0
million while cash and cash equivalents at the end of the quarter
were approximately $47 million.

"We continue to proactively manage our liquidity to meet working
capital, capital expenditures, and debt service needs for the
remainder of 2009 and have agreed to minimum liquidity thresholds
as part of the temporary waiver," stated Jim Woodward, Accuride's
Senior Vice President and Chief Financial Officer.  "However, with
the likelihood of non-compliance with our financial covenants we
reached out to our lenders to secure a temporary waiver which
provides additional time to implement a solution to enhance
Accuride's ability to withstand the current economic downturn and
positions us to capitalize on an eventual market recovery."

"Reaching a temporary waiver agreement with our lenders should
reassure our customers, suppliers, and stockholders of our
commitment to ensure that Accuride has in place the capital
structure necessary to position it for short- and long-term
financial health," said Bill Lasky, Accuride's president, CEO, and
chairman of the board.  "Despite the prolonged negative economic
and industry conditions, Accuride has maintained brand loyalty,
strengthened customer relationships, and streamlined operations.
The initiatives we have implemented will position Accuride for
profitable growth on the recovery side of this cycle."

                      About Accuride Corp.

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

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

                           *     *     *

In May 2009, Moody's Investors Service lowered Accuride's
Corporate Family and Probability of Default Rating to Caa3 from
Caa1.  Standard & Poor's Ratings Services lowered its corporate
credit rating on Accuride to 'CCC' from 'B-'.


ADVANTA CORP: To Cut Workforce by 50%; Sees in $9.5MM in Charges
----------------------------------------------------------------
Advanta Corp. previously announced its intention to reduce
expenses to levels commensurate with its current activities.  As
part of these efforts, the Company commenced a workforce reduction
and began notifying affected employees on July 6, 2009.  The
Company expects to reduce the number of employees by roughly 50%
and to have fewer than 200 employees remaining after the
reduction.  This reduction will take place across all functional
areas within the organization.

In connection with the reduction of workforce, the Company expects
to incur expenses of roughly $8.5 million to $9.5 million related
to severance and related costs.  The Company expects substantially
all of the expenses associated with the reduction of workforce to
result in cash expenditures.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.

At March 31, 2009, the Company had $3.39 billion in total assets,
$2.97 billion in total liabilities and $427.7 million in
stockholders' equity.  The Company had $75.9 million in net loss
for the three months ended March 31, 2009, compared to net income
of $18.3 million for the same period in 2008.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Fitch Ratings downgraded the long-term Issuer Default Rating of
Advanta Corp. to 'Restricted Default' due to the initiation of a
tender offer for all $100 million of its 8.99% trust preferred
securities at 20% of face value.  Fitch considers the transaction
to be a coercive debt exchange according to its 'Coercive Debt
Exchange Criteria' (March 3, 2009).  In April 2009, Advanta
elected to defer its semi-annual interest payments on the trust
preferred securities and Fitch believes that investors who do not
participate in the tender offer could face even worse recovery
prospects in the event of liquidation.

The TCR said on May 14, 2009, that Standard & Poor's Ratings
Services lowered its ratings on Advanta, including lowering the
long-term counterparty credit rating to 'CC' from 'CCC'.  At the
same time, S&P lowered the counterparty credit rating on Advanta's
primary operating subsidiary, Advanta Bank Corp., to 'CC' from
'B-'.  The rating on the preferred stock of Advanta Capital
Trust I remains at 'C'. The outlook is negative.  The rating
action, S&P said, followed Advanta's announcement that its
securitization trust, its primary funding vehicle, would go into
early amortization on June 10, 2009.  Also, the Company did not
plan to fund any activity for the accounts in the trust on its
balance sheet; therefore, it would shut these accounts down.

Earlier in May 2009, Moody's Investors Service downgraded the
long-term ratings of Advanta Corp. (senior unsecured rating to
Caa3 from Caa1).  The trust preferred securities rating of Advanta
Capital Trust I was lowered to C from Caa3.  The outlook for the
senior unsecured rating is negative; the outlook for the trust
preferred rating is stable.  The rating action reflected Moody's
view that Advanta's intrinsic credit quality has eroded as the
result of continued deterioration in asset quality, heightened
pressures on funding and liquidity, and the adverse effects of
these factors on the firm's core profitability.



ADVANTA CORP: Bank Unit Inks Regulatory Agreements FDIC
-------------------------------------------------------
Advanta Bank Corp., a wholly owned subsidiary of Advanta Corp.,
entered into two regulatory agreements with its primary federal
banking regulator, the Federal Deposit Insurance Corporation that
became effective on June 30, 2009.

The Bank did not admit any wrongdoing in entering into the
agreements and entered into the agreements in the interest of
expediency and to avoid litigation and the costs associated
therewith.

         Regulatory Agreement Regarding Banking Practices

The Bank entered into a Stipulation and Consent to the issuance of
an Order to Cease and Desist with the FDIC.

The First Order places restrictions on the Bank's use of its cash
assets, payment of dividends, entering into transactions that
would materially alter the Bank's balance sheet composition and
taking of brokered deposits, and it requires the maintenance of
minimum Tier 1 leverage capital and total risk-based capital
ratios at well capitalized levels which the Bank has had in the
past, including as of December 31, 2008 and March 31, 2009, and
expects to have as of June 30, 2009.

In compliance with the First Order, the Bank is to submit to the
FDIC a strategic plan related to its deposit-taking operations and
deposit insurance that provides for the termination of the Bank's
deposit-taking operations and deposit insurance after the Bank's
deposits are repaid in full, which is anticipated to take a few
years.

However, the First Order also provides that during this time
period, the Bank may submit an additional plan that, if approved
by the FDIC, would allow the Bank to continue its deposit-taking
operations and deposit insurance.  The Bank intends to submit such
additional plan in the future.

The First Order does not in any way restrict the Bank from
continuing to service its managed credit card accounts and
receivables, including those that are owned by the Advanta
Business Credit Card Master Trust.

Specifically, under the First Order, the Bank must continue to
perform its obligations as servicer for the credit card accounts
and receivables of those credit card accounts. In addition, all
customer bank deposits remain fully insured to the fullest extent
permissible by law.

         Regulatory Agreement Regarding Compliance Matters

The Bank also entered into a Stipulation and Consent to the
issuance of an Order to Cease and Desist, Order for Restitution
and Order to Pay with the FDIC relating to alleged unsafe or
unsound banking practices associated with alleged violations of
consumer protection and banking laws.

The Second Order alleges, among other things, that some of the
Bank's marketing of certain cash back reward programs for its
business credit cards and practices related to the pricing
strategies of certain of its business credit card accounts
violated Section 5 of the Federal Trade Commission Act and that
the Bank also violated certain adverse action notification
requirements in connection with the pricing strategies of certain
of its business credit card accounts.

Under the Second Order the Bank must: pay restitution to Eligible
Customers; and pay a civil money penalty of $150,000.  Total
restitution for the alleged violations relating to marketing of
the cash back reward programs will not exceed $14 million and
total restitution for the alleged violations relating to the
pricing strategies will not exceed $21 million.

The Company previously took a $14 million pretax charge related to
an estimate of cash back rewards program restitution in the third
quarter of 2008.  The Company expects to record an additional
charge in the second quarter of 2009 related to the pricing
strategies restitution.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.

At March 31, 2009, the Company had $3.39 billion in total assets,
$2.97 billion in total liabilities and $427.7 million in
stockholders' equity.  The Company had $75.9 million in net loss
for the three months ended March 31, 2009, compared to net income
of $18.3 million for the same period in 2008.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Fitch Ratings downgraded the long-term Issuer Default Rating of
Advanta Corp. to 'Restricted Default' due to the initiation of a
tender offer for all $100 million of its 8.99% trust preferred
securities at 20% of face value.  Fitch considers the transaction
to be a coercive debt exchange according to its 'Coercive Debt
Exchange Criteria' (March 3, 2009).  In April 2009, Advanta
elected to defer its semi-annual interest payments on the trust
preferred securities and Fitch believes that investors who do not
participate in the tender offer could face even worse recovery
prospects in the event of liquidation.

The TCR said on May 14, 2009, that Standard & Poor's Ratings
Services lowered its ratings on Advanta, including lowering the
long-term counterparty credit rating to 'CC' from 'CCC'.  At the
same time, S&P lowered the counterparty credit rating on Advanta's
primary operating subsidiary, Advanta Bank Corp., to 'CC' from
'B-'.  The rating on the preferred stock of Advanta Capital
Trust I remains at 'C'. The outlook is negative.  The rating
action, S&P said, followed Advanta's announcement that its
securitization trust, its primary funding vehicle, would go into
early amortization on June 10, 2009.  Also, the Company did not
plan to fund any activity for the accounts in the trust on its
balance sheet; therefore, it would shut these accounts down.

Earlier in May 2009, Moody's Investors Service downgraded the
long-term ratings of Advanta Corp. (senior unsecured rating to
Caa3 from Caa1).  The trust preferred securities rating of Advanta
Capital Trust I was lowered to C from Caa3.  The outlook for the
senior unsecured rating is negative; the outlook for the trust
preferred rating is stable.  The rating action reflected Moody's
view that Advanta's intrinsic credit quality has eroded as the
result of continued deterioration in asset quality, heightened
pressures on funding and liquidity, and the adverse effects of
these factors on the firm's core profitability.


ALLEN G ZARING: Section 341(a) Meeting Scheduled for August 24
--------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Allen G. Zaring, III's Chapter 11 case on Aug. 24, 2009, at
10:00 a.m.  The meeting will be held at the Office of the US
Trustee, 36 East Seventh Street, Suite 2050, Cincinnati, Ohio.

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

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

Cincinnati, Ohio-based Allen G. Zaring, III, filed for Chapter 11
on June 26, 2009 (Bankr. S.D. Ohio Case No. 09-14088).  Donald J.
Rafferty, Esq., at Cohen, Todd, Kite & Stanford, LLC, represents
the Debtor in its restructuring efforts.  The Debtor's assets and
debts both ranges from $10 million to $50 million.


ALAMO DISCOUNT: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alamo Discount Pharmacy, Inc.
        Post Office Box 56
        Alamo, GA 30411

Bankruptcy Case No.: 09-30387

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Altamaha Medical Supply, Inc.                      09-30388
Rutland Medical Supply, Inc.                       09-30389

Chapter 11 Petition Date: July 9, 2009

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

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

Total Assets: $351,050

Total Debts: $1,141,039

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

      http://bankrupt.com/misc/gasb09-30387.pdf

The petition was signed by Mitchell S. Herrington, president of
the Company.


APPALACHIAN COAL: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Appalachian Coal Holdings, Inc.
        c/o James H. Frazier III, Assignee
        McBrayer McGinnis Leslie & Kirkland
        201 E. Main St., Ste 1000
        Lexington, KY 40507

Bankruptcy Case No.: 09-10405

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Appalachian Fuels, LLC                             09-10343
Appalachian Environmental, LLC                     09-10374
Appalachian Premium Fuels, LLC                     09-10373
Kanawha Development Corporation                    09-10375
Southern Eagle Energy, LLC                         09-10406

Chapter 11 Petition Date: July 9, 2009

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

Debtor's Counsel: W. Thomas Bunch Sr., Esq.
                  271 W Short Street #805
                  PO Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  Email: WTB@BunchLaw.com

Total Assets: $424

Total Debts: $61,088,422

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/kyeb09-10405.pdf

The petition was signed by James H. Frazier III, assignee of the
Company.


APPLIED SOLAR: Quercus Loan Requires Bankruptcy Filing by July 15
-----------------------------------------------------------------
Applied Solar, Inc., entered into a definitive loan and security
agreement with The Quercus Trust dated May 18, 2009, pursuant to
which it borrowed an additional $698,000 from The Quercus Trust.
As a condition, the Loan Agreement required that the Company file
for reorganization and protection from creditors pursuant to
Chapter 11 of the U.S. Bankruptcy Code within 30 days following
May 18, 2009.

The Company entered into an amendment to the Loan Agreement on
June 11, 2009, pursuant to which it increased the $698,000
principal amount of the loan provided by the Loan Agreement by an
additional $85,000, and delivered an additional secured promissory
note in the principal amount of $85,000.  The Amendment also
extended the maturity date on the notes issued pursuant to the
Loan Agreement to June 30, 2009.

In connection with the Amendment, the Company entered into a
Forbearance Agreement with The Quercus Trust.  Quercus agreed to
forbear from exercising its rights and remedies against the
Company in respect of specified defaults identified in the
agreements with the Company: Loan and Security Agreement dated May
18, 2009, the Loan and Security Agreement dated April 29, 2008 and
the Series B Convertible Note dated September 19, 2007.  The
forbearance period extended through July 1, 2009.

On July 2, 2009, the Company executed an additional amendment to
the Loan Agreement and the June 11 Note which extended the
maturity date of the June 11 Note to July 15, 2009 and extended
the date by which the Company must file for bankruptcy to July 15,
2009.  In addition, the Company executed an amendment to the
Forbearance Agreement to extend the forbearance period applicable
to the Specified Loan Agreements to July 15, 2009.

Also on July 2, 2009, pursuant to the amended Loan Agreement, the
Company executed an additional promissory note in favor of The
Quercus Trust in the amount of $468,000 in respect of an
additional $468,000 funded by The Quercus Trust to the Company.
The terms of the Note are substantially similar to the June 11
Note and matures and is due and payable in full on July 15, 2009.

In connection with the Financing, the Company's subsidiaries
executed an unconditional and irrevocable guaranty of the
Company's obligations under the Promissory Note in favor of The
Quercus Trust.

The proceeds received from the Financing were substantially
allocated to certain critical payments.  The Company expects that
it will need additional funds during the week of July 6, 2009 in
order to continue operations.  The Company anticipates that it
will file for reorganization and protection from creditors
pursuant to Chapter 11 of the U.S. Bankruptcy Code within the
coming weeks.

"Investors are cautioned that they are likely to lose all of their
investment in the Company's common stock in the bankruptcy
process.  Stockholders of a company in chapter 11 generally
receive value only if all claims of the company's secured and
unsecured creditors are fully satisfied.  Based on current
information, our management does not believe that our secured and
unsecured creditors claims will be satisfied in full in any
chapter 11 proceeding," Dalton W. Sprinkle, General Counsel to
Applied Solar, said.

                        About Applied Solar

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

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

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


ARKADOS GROUP: In Talks with Debenture Holders on Event of Default
------------------------------------------------------------------
Arkados Group, Inc., reports that on July 2, 2009, it received
notice from a law firm representing approximately 45% of its
outstanding 6% secured convertible debentures due June 28, 2009,
were in default by reason of non-payment.  This event triggers an
"Event of Default" under the terms of the Debentures on July 8,
2009, absent payment in full.  The Event of Default entitles the
holders of the Debentures to redemption at the rate of 130% of the
principal and accrued interest outstanding, interest on unpaid
interest and principal at the rate of 18% per annum commencing on
July 8, 2009 and reimbursement for expenses incurred enforcing the
obligations.

"We have been negotiating for an infusion of equity capital,
restructuring of our secured and unsecured debt and the holders of
the Debentures have indicated that they are inclined to work with
the company in this regard.  The holders of the Debentures have
delivered a draft forbearance agreement and we expect to negotiate
such a forbearance agreement that would give us up to 90 days to
work on these matters, subject to the negotiation and execution of
a final forbearance agreement acceptable to us and the holders of
all of the outstanding Debentures," Larry Crawford, Chief
Financial Officer, says.

"Although there can be no assurance that the forbearance,
financing or restructuring of our debt can be achieved, we
continue to work closely with representatives of the holders of
the Debentures to maintain the company as an ongoing business,
which includes preserving the company's current operations and
relationships with existing customers, partners and suppliers.

"As of July 6, 2009 the $1,066,500 principal amount of 6%
Convertible Subordinated Notes due June 30, 2009 were also in
default by reason on non-payment.  Under the terms of the Notes,
the interest rate increases to 12% during the period the Notes are
in default and the holders are entitled to the costs of
collection.  We plan to discuss forbearance or extension of the
due dates of the Notes with the holders and their representatives,
but there can be no assurance that any such agreement can be
reached."

Arkados Group, Inc., a development stage enterprise, is a fabless
semiconductor company providing integrated system-on-chip and
software solutions that directly support networking, smart-grid
and multimedia applications.


ASHLEY GLEN: Plan Offers De Minimis Recovery for Unsec. Creditors
-----------------------------------------------------------------
Ashley Glen LLC delivered to the U.S. Bankruptcy Court for the
Middle District of Florida a proposed Chapter 11 plan of
reorganization.

Under the Plan, the Debtor will satisfy a $21,541,139 secured debt
to Mercantile Bank by transferring or selling the "Ashley Glen
Property" to the bank.  The transfer of the Property will also
satisfy all claims against Ashley Glen's debtor affiliates --
Summit View, LLC, and Riverwood, LLC.

Standard Pacific Homes, also known as Westfield Homes, which is
owed $3,550,000, and which has a mortgage on the Ashley Glen
Property junior to Mercantile's, will be treated as an unsecured
creditor.  Florida Design Consultants, Inc., which holds
construction liens against the Property for its $134,586 claim,
will have the same fate.

JES Properties, Inc., which is owed $747,781 by the Debtor and an
insider, will be treated as an unsecured creditor.  Any equity
interest it holds will be extinguished.  JES Properties is the
managing member of Summit View and Ashley Glen.

Holders of general unsecured claims against Ashley Glen are owed a
total of $3,717,888, which amount excludes the deficiency claims
of secured creditors.  Affiliate Summit View owes the Debtor the
amount of $206,039.  Summit View will pay 50% of this amount in
full satisfaction of its debt and all the creditors of the Debtor
will receive a pro rata share over the life of the Plan.

In order to avoid the cost and inconvenience of issuing small
denomination checks, any prorated payment that does not equal at
least $250 may be accrued and not paid until the prorated amount
equals at least $250 dollars.  Unsecured creditors will not
receive a promissory note and no interest will accrue.

The term of the Plan will be five years from its effective date.
The effective date will occur 30 days after entry of an order by
the Bankruptcy Court confirming the Plan.

Equity interest and insider claims will be extinguished upon plan
confirmation.

The Debtor will have the right to withhold payment to creditors
who have been determined to owe money to the Debtor.  Riverwood,
has an affirmative claim of $934,131 against WDG.

A full-text copy of the Plan is available for free at
http://ResearchArchives.com/t/s?3ee7

Based in Palm Harbor, Florida, Ashley Glen LLC and two of its
affiliates filed for Chapter 11 protection on June 25, 2009
(Bankr. M.D. Fla. Lead Case No. 09-13611).  Alberto F Gomez, Jr.,
Esq., Morse & Gomez, PA, represents the Debtors.  At the time of
the filing, Ashley Glen said assets and debts are both between
$10 million to $50 million.


ASHLEY GLEN: Application to Employ Morse & Gomez as Counsel
-----------------------------------------------------------
Ashley Glen LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Florida for authority to employ
Morse & Gomez P.A. as their counsel.

The firm will:

   -- give the Debtors legal advice with respect to their
      duties and powers as debtors-in-possession;

   -- take necessary steps to set aside preferential transfer;

   -- prepare on behalf of the Debtors the necessary motions,
      notices, pleadings, petitions, answers, orders, reports
      and other legal papers required in this Chapter 11 cases;

   -- assist the Debtors in taking all legally appropriate
      steps to effectuate the continued operations of the
      Debtors; and

   -- perform all other legal services for the Debtors which
      may be necessary.

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

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Based in Palm Harbor, Florida, Ashley Glen LLC and two of its
affiliates filed for Chapter 11 protection on June 25, 2009
(Bankr. M.D. Fla. Lead Case No. 09-13611).  Alberto F Gomez, Jr.,
Esq., Morse & Gomez, PA, represents the Debtors.  At the time of
the filing, Ashley Glen said assets and debts are both between
$10 million to $50 million.


ATLAS ENERGY: S&P Raises Rating on $400 Million Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level rating
and revised the recovery rating on Atlas Energy Finance Corp.'s
and Atlas Energy Operating Co. LLC's $400 million senior unsecured
notes due 2018.  These entities are wholly owned subsidiaries of
Atlas Energy Resources LLC (B+/Stable/--).  S&P raised the issue-
level rating to 'B+' (the same as the corporate credit rating on
the parent company) from 'B'.  S&P revised the recovery rating to
'4', indicating expectations of average (30% to 50%) recovery in
the event of a payment default, from '5'.

This recovery analysis incorporates an updated valuation of the
company's reserve base.

As of March 31, 2009, Moon Township, Pennsylvania-based Atlas, an
independent oil and gas exploration and production company, had
$944 million in balance sheet debt.

The corporate credit rating on Atlas is 'B+' and the outlook is
stable.

                            Ratings List

                    Atlas Energy Resources LLC

       Corporate Credit Rating                 B+/Stable/--

                          Ratings Raised

                  Atlas Energy Operating Co. LLC
                     Atlas Energy Finance Corp.

                                            To           From
                                            --           ----
     $400 Mil. Sr Unsec Notes Due 2018      B+           B
      Recovery Rating                       4            5


AURORA OIL & GAS: Deneau Resigns as CEO, But Keeps Chairmanship
---------------------------------------------------------------
William W. Deneau, who has served as Aurora Oil & Gas
Corporation's Chief Executive Officer since October 2005, resigned
effective July 8, 2009.   Mr. Deneau will continue to serve as
Chairman of the Company's Board of Directors.

As reported by the Troubled Company Reporter on June 26, 2009,
Aurora Oil & Gas entered into an agreement with Huron Consulting
Group in Dallas, Texas, appointing Sanford Edlein to serve as the
Company's Chief Restructuring Officer.

The agreement with Huron established an hourly rate of $525 for
Mr. Edlein.  Additional consultants from Huron may be required and
will be charged at various hourly rates depending on their level
of expertise and position within Huron.  The Company was required
to pay Huron a $100,000 retainer as part of the agreement.

The TCR also said Aurora entered into a forbearance and tolling
agreement with BNP Paribas and the lenders under the Senior
Secured Credit Facility and D.E. Shaw Laminar Portfolios, LLC and
the lenders under the Second Lien Term Loan.  On June 12, 2009,
the Company entered into a First Amendment to the Forbearance and
Tolling Agreement.  In accordance with the First Amendment
Agreement, the expiration date of the Forbearance and Tolling
Agreement was extended to July 15, 2009 from June 15, 2009.

In addition, the First Amendment Agreement added an agreement by
the Company that the lenders may consult with Opportune LLP
subject to certain terms and conditions regarding the timing and
scope of such consultation.  The First Amendment Agreement also
granted the Company the ability to add the second quarter 2009
interest payment due under the Second Lien Term Loan to the debt
balance as opposed to submitting a cash payment.

                    About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(NYSE Alternext US: AOG) is an independent energy company focused
on unconventional natural gas exploration, acquisition,
development and production, with its primary operations in the
Antrim Shale of Michigan, the New Albany Shale of Indiana and
Kentucky.


BALLY TOTAL: Court to Hold Plan Confirmation Hearing August 19
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York, approved a first amended disclosure statement explaining
Bally Total Fitness Holding Corporation and its 42 debtor-
affiliates' First Amended Joint Plan of Reorganization, at a
hearing held July 9, 2009.

Judge Burton R. Lifland held that the First Amended Disclosure
Statement contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code that would enable creditors to
make an informed decision on whether to accept or reject the Plan.

The Debtors' First Amended Plan will come before the Court for
confirmation at a hearing on August 19, 2009, at 10:00 a.m.,
Eastern Standard Time.  Parties have until August 7 to file
objections to the Plan.

At the Debtors' behest, the Court established (i) August 7, 2009,
as the Voting Deadline, and (ii) July 9, 2009, as the Record Date
with respect to the solicitation of votes with respect to the
Plan.

The Debtors filed the First Amended Disclosure Statement and Plan
on July 7, 2009, to incorporate these primary changes in response
to concerns raised in certain objections:

  (1) setting the cap of $40 million for distribution to holders
      of Class 6 Allowed Prepetition Term Loan Deficiency
      Claims;

  (2) the timely commencement of Subordination Disputes as a
      requirement for the Subordinated Notes Plan Distribution
      to be distributed to Allowed Class 7 Senior Note Claims,
      and holders of claims under Class 10 will not receive any
      distribution.  Subordination Dispute refers to any pending
      motion, adversary proceeding, action or other request
      filed by the Subordinated Notes Indenture Trustee, the
      Senior Secured Notes Indenture Trustee, or the holders of
      at least 25% of the Senior Secured Notes or the
      Subordinated Notes, on or prior to the Subordination
      Dispute deadline on August 2, 2009, or five days prior to
      the Voting Deadline;

  (3) permission for the Senior Secured Notes Indenture Trustee
      and holders of 25% Senior Secured Notes or holders of 25%
      Subordinated Notes to bring an action in the Bankruptcy
      Court seeking a determination as to the application of
      the subordination provisions in the Subordinated Notes
      Indenture;

  (4) revised aggregate allowed amounts under these Classes of
      Claims:

                        Estimated Aggregate         Estimated
      Class                Allowed Amount           Recovery
      -----             -------------------         ---------
        6                $0 to $80 million            1.34%

        7                     $259,663,152         0.80% - 2.94%

        8                      $75 million         0.80% - 1.54%
                           to $475 million

        9                      $27 million            1.17%
                            to $41 million

       10                     $237,472,873          0% - 1.54%


  (5) the Debtors' assumption of approximately 330 unexpired
      Leases;

  (6) the inclusion of the action entitled Carrera, et. al. v.
      Bally Total Fitness Corporation, Los Angeles County
      Superior Court Case No. BC345316, and the Court of Appeal
      of the State of California, Second Appellate District,
      Case No. B208848, as among the Debtors' unresolved
      Litigations;

  (7) the exemption of New Bally Warrants and New Bally Common
      Stock from registration requirements of the Securities
      Act, pursuant to the Shareholder Agreement;

  (8) the Debtors' funding of the Claims Monitors' fees and
      expenses in an amount not to exceed $200,000;

  (9) that nothing in the order confirming the Plan will effect
      a release of any claim by the United States government
      against the Released Parties, as defined under the Plan;

(10) payment of $125,000 in cash for each of the Senior Secured
      Notes Indenture Trustee and the Subordinated Notes
      Indenture Trustee with respect to Indenture Trustee Fee
      Claims; and

(11) the equity value per share for the New Bally Common Stock
      at the midpoint reorganization value, assuming 10,000,000
      shares outstanding, is estimated to be approximately
      $16.20.

(12) The assumed equity value of $16.20 per share for the New
      Bally Common Stock -- calculated based on the Debtors'
      mid-point enterprise -- is not an estimate of the price at
      which the New Bally Common Stock will trade on and after
      the Effective Date.

A full-text copy of the Debtors' First Amended Plan is available
for free at:

     http://bankrupt.com/misc/BallyII_1stAmendedPlan.pdf

A full-text copy of the Debtors' First Amended Disclosure
Statement is available for free at:

     http://bankrupt.com/misc/BallyII_1stAmendedDS.pdf

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: HSBC & US Bank Withdraw Objections to Plan Outline
---------------------------------------------------------------
Prior to obtaining the U.S. Bankruptcy Court for the Southern
District of New York's approval of their first amended disclosure
statement, Bally II's disclosure statement, as originally filed,
garnered objections from HSBC Bank USA, National Association, BTF
Greenwood Corporation, Luis T. Gonzales, and Le'Shay Jenning.

HSBC Bank USA is the trustee under the Indenture dated October 1,
2007, through which the Debtors issued 15-5/8/ 14% Senior
Subordinated Toggle Notes due 2013.  HSBC intended to preserve its
rights with respect to the distribution to holders of Class 7 and
Class 10 claims, as it relates to a possible dispute between the
Trustee and U.S. Bank National Association, as indenture trustee
for the 13% Senior Secured Notes due 2011 regarding distributions
and the payment of the Trustee's fees and expenses.

As previously reported, U.S. Bank, N.A., disputed the Disclosure
Statement for, among other things, allegedly failing to inform
holders of the potential impact of the Indenture Trustee fees and
expenses that are not paid by the Debtors on holders of Allowed
Class 7 and Class 10 Claims.

BTF Greenwood Corporation, as landlord to a lease dated April 1988
with the Debtors, preserved its right to oppose the Disclosure
Statement in the event that the Debtors "improperly distribute
property of Landlord to other creditors of the Debtors."

Luis T. Gonzales, asserted that his Claim No. 3035 for $3,069,921
against the Debtors "is not dischargeable.  Le'Shay Jenning, a
claimant, seeks compensation for revoked membership in Bally Total
Fitness in 106th Street, in New York.

Subsequent to the Debtors' filing of its First Amended Disclosure
Statement -- which provides for, among other things, Subordinated
Notes Plan Distribution to be distributed to holders of Allowed
Class 7 Senior Note Claims and Class 10 Claims in relation to the
Subordination Disputes -- HSBC and U.S. Bank, N.A., withdrew their
Objections.

All objections that have not been consensually resolved are
overruled, Judge Lifland held in an order approving the First
Amended Disclosure Statement, on July 9, 2008.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Court Approves Bankruptcy Exit Financing
-----------------------------------------------------
Judge Burton Lifland authorized Bally Total Fitness Holding Corp.
and its affiliates to enter into (i) an exit revolver facility to
"roll" their prepetition revolver into a postpetition revolver
facility, and (ii) an exit term loan facility to fund
distributions under the Chapter 11 Joint Plan of Reorganization,
to satisfy certain Plan-related expenses, and to fund the
Reorganized Debtors' working capital needs.

The Exit Facility is hinged on a Prepetition Credit Agreement
dated October 31, 2007, among the Debtors, Morgan Stanley Senior
Funding, Inc., as Administrative Agent and Collateral Agent, Wells
Fargo Foothill, LLC, as Revolving Credit Agent, and the CIT
Group/Business Credit, Inc., as Revolving Syndication Agent and
certain other lenders party.

The Exit Facility specifically consists of these commitment
letters:

* The Revolver Commitment Letter for the Exit Revolver
   among the Debtors, Wells Fargo and CIT, as Exit Revolver
   Lenders, which provides up to $50 million to refinance the
   Prepetition Revolver Facility; and

* The Term Loan Commitment Letter among Anchorage Crossover
   Credit Finance, Ltd., Anchorage Crossover Credit Offshore
   Master Fund, Ltd., Anchorage Capital Master Offshore, Ltd.,
   JPMorgan Chase Bank, N.A., as Exit Term Lenders, which
   provides a $39 million Exit Term Loan, and the conversion
   of the prepetition swap agreement into a $7.5 million term
   loan.

The Debtors maintained that the Exit Facility offered the most
liquidity, contained a more favorable covenant package, and
provided the lowest combination of interest rates and fees.

In addition, Judge Lifland approved the Plan Support Agreement,
through which holders of approximately 90% in principal amount of
the Prepetition Term Loan and the holders of 100% in principal
amount of the Prepetition Revolver agreed, (i) to vote for the
Plan, (ii) not to object to the Disclosure Statement or Plan, (ii)
not to interfere with the Plan confirmation or implementation,
(iv) to forbear from exercising their rights or selling,
transferring or assigning their claims under the Prepetition
Credit Agreement until termination of the Plan Support Agreement.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Court Approves Cash Collateral Use Until July 31
-------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York entered an amended ninth interim order
authorizing the Debtors to use their cash collateral in accordance
with their budget, consisting of a consolidated nine-week forecast
from the period from June 5 to July 31, 2009, to incorporate
immaterial changes.

The Cash Collateral may be used during the Specified Period solely
up to the amounts not to exceed 115% of the amounts set forth in
the Budget on a cumulative, aggregate rolling basis measured
weekly as of the close of business on Friday of each week.  The
authorization for the Debtors to use Cash Collateral will
terminate at the expiration of the Specified Period.

Pursuant to the Amended Ninth Interim Cash Collateral Order, the
Court allowed the Debtors to use the Cash Collateral from the
Petition Date through the earliest to occur of (a) the date a
further order is entered granting or denying the Request and (b)
11:59 p.m., Eastern Time on July 23, 2009.

A full-text copy of Bally II's Amended Ninth Interim Cash
Collateral Order is available for free at:

http://bankrupt.com/misc/BallyII_Amended9thInterimCashCollOrd.pdf

Judge Lifland will convene a hearing to consider the Debtors' Cash
Collateral Motion, on a final basis, on July 22, 2009.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Sues Contra Costa to Expunge Claim
-----------------------------------------------
Contra Costa Retail Center, LLC is the owner of a non-residential
property located at 2316 Monument Boulevard in Pleasant Hill,
California, where the Debtors operate one of their fitness
centers.

In March 2009, CCRC asserted an unsecured and administrative claim
for $35,949 against the Debtors with respect to the Lease, for the
periods (i) from December 3, 2008 to December 31, 2008; and (ii)
January 1, 2008 up to the Petition Date.

The Debtors contend that they have paid the Claim in full.  As a
result, the Debtors have proposed to assume the Lease.

To the extent that CCRC's Claim asserts liability for amounts not
invoiced to the Debtors, the asserted liabilities conflict with
the Debtors' books and records.  Moreover, the Debtors are not
liable for any attorneys' fees incurred by CCRC, according to P.
Bradley O'Neill, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York.

Mr. O'Neill further relates that, Sywest Development, in its
capacity as asset manager for CCRC, also argued that the Debtors
could not assume the Lease because it had been terminated pursuant
to a judgment entered by the Superior Court of the State of
California for the County of Contra Costa in the action entitled
Contra Costa Retail Center, LLC v. Bally Total Fitness
Corporation.

In response, the Debtors argued that they could assume the Lease
because, among other reasons, "bankruptcy courts may apply state
anti-forfeiture provisions such as Section 1179 [of the California
Code of Civil Procedure] to allow a debtor to assume a lease
notwithstanding that the lease terminated prior to the Petition
Date," according to Mr. O'Neill.

In June 2009, the Bankruptcy Court directed the Debtors to assume
the Lease "subject to a further determination as the applicability
of the anti-forfeiture statute of California."

Absent relief from the Forfeiture, the Debtors will lose, among
other things: (i) the value of the approximately $2.5 million they
spent improving the Leased Premises, (ii) the profits they
anticipate making over the remainder of the 15-year Lease
agreement and any Lease extensions and (iii) the liquidity
provided by the Pleasant Hill Club as one of the best-performing
fitness centers, Mr. O'Neill noted.

Against this backdrop, the Debtors ask Judge Lifland to:

  * expunge CCRC's Claim; and

  * grant the Debtors relief from forfeiture of the Lease
    declared by the California State Court, and restore them
    to the Leased Premises.


                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BETHEL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bethel Enterprises of Texas, Ltd
        3005 Highway 225
        Pasadena, TX 77503

Bankruptcy Case No.: 09-34970

Chapter 11 Petition Date: July 9, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Total Assets: $1,208,988

Total Debts: $1,000,317

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/txsb09-34970.pdf

The petition was signed by Rhonda Bertling.


BH S&B: Ableco Finance Wants Cases Converted to Chapter 7
---------------------------------------------------------
Ableo Finance LLC, the collateral agent, administrative agent and
lender under the pre-petition revolving credit facility and the
post-petition credit facility to which BH S&B Holdings LLC, et
al., are parties, ask the U.S. Bankruptcy Court for the Southern
District of New York to convert the Debtors' Chapter 11 cases to
cases under Chapter 7 of the Bankruptcy Code.

Ableco says its motion is predicated on Section 1112(b)(1) of the
Bankruptcy Code which provides, in pertinent part, that the court
shall convert or dismiss a case if the movant establishes cause,
unless the court determines that unusual circumstances exist such
that conversion or dismissal would not be in the best of the
creditors and the estate.

Ableco presents these arguments which establish cause under the
aforementioned section for conversion:

  -- The Debtors have ceased operations and finished liquidating
     their assets back in January and therefore have no ability
     to rehabilitate.  During the past four months the Debtors
     have not generated any operating revenues, and the estates
     continue to incur administrative expenses well in excess of
     any collections.

  -- There are no unusual circumstances present such that
     conversion would not be in the best interests of creditors
     and these estates.  Other than prosecuting claim objections
     and estate causes of action and taking steps to ensure that
     any remaining rights of the estates to cash and other assets
     are recovered, there is nothing else to do.  To the extent
     there are any distributions to be made to creditors, they
     can be made more economically in Chapter 7.

  -- The Debtors have had more than three months to analyze
     administrative claims to determine whether a Chapter 11 plan
     is even feasible in these cases, but have failed to get that
     done.

  -- The Debtors' extended stay in Chapter 11 benefits only the
     6 professional firms employed at the expense of the Debtors'
     estates, including 3 professional firms retained by the
     Creditors Committee.  A Chapter 7 trustee, with 1 or 2
     professionals can perform the remaining tasks required to
     bring these cases to an expeditious close and do so in a
     manner compatible with the best interests of all parties
     involved.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on November 19, 2008 (Bankr. S.D.N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided that the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than $15
billion in assets under management.  York Capital was founded in
1991 and specializes in value oriented and event driven equity and
credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.



BH S&B: Plan Filing Period Extended to September 15
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended BH S&B Holdings LLC, et al.'s exclusive period to
file a plan through and including September 15, 2009, and their
exclusive period to solicit acceptances for that plan through and
including November 16, 2009.

This is the second extension of the Debtors' exclusive periods.

As reported in the Troubled Company Reporter on June 2, 2009,
the Debtors asserted that a further extension of their exclusive
periods will allow them and other interested parties time to
determine "whether formulation of a plan is possible and to
perform other necessary wind-down tasks."

In addition, the Debtors informed the Court that they have not
reconciled all claims asserted against them and still have to
complete the process of quantifying their potential exposure to
administrative, priority and unsecured claims, a process which is
necessary to their consideration of whether formulation of any
plan is appropriate.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on November 19, 2008 (Bankr. S.D.N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided that the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than $15
billion in assets under management.  York Capital was founded in
1991 and specializes in value oriented and event driven equity and
credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BIO-KEY INT'L: Settles $2.8-Mil. Suit by Longview Entities
----------------------------------------------------------
Effective as of July 2, 2009, BIO-key International, Inc., entered
into a Settlement and Mutual Release Agreement with Longview
Special Finance, Inc. and Longview Fund, L.P., to resolve all
matters relating to the litigation initiated earlier this year by
the Longview Entities against the Company in the United States
District Court for the Southern District of New York entitled
Longview Special Finance, Inc. and Longview Fund, L.P. v. BIO-key
International, Inc.

The Longview Entities were seeking $2,886,563 in damages and an
unspecified amount of interest and attorney's fees from the
Company in the Lawsuit as a result of the Company's alleged
improper failure to redeem outstanding shares of the Company's
Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock held by the Longview Entities in accordance with
the terms and conditions of such preferred stock.

Pursuant to the Settlement Agreement, without admission of any
liability or fault, the parties agreed to a payment schedule under
which the Company is required to pay a total cash settlement
amount of $2,164,922, 50% of which was paid to the Longview
Entities on July 7, 2009.  The remaining portion of the settlement
amount will bear interest at 17% per annum and is required to be
paid in full on or before October 30, 2009.  In return, each of
the Longview Entities agreed to a full and complete release of the
Company from all claims that were or could have been alleged in
the Lawsuit and agreed to relinquish all of the Shares upon
receiving final payment of the settlement amount.

On July 7, 2009, the Company issued an unsecured promissory note
in the aggregate principal amount of $1,000,000 to The Shaar Fund,
Ltd., a holder of shares of the Company's Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock and Series C
Convertible Preferred Stock.  The Note will bear interest at 8%
per annum and is due and payable on November 4, 2009.

                     About BIO-key International

Headquartered in Wall, New Jersey, BIO-key International Inc.
(OTC BB: BKYI) -- http://www.bio-key.com/-- develops and delivers
advanced identification solutions and information services to law
enforcement departments, public safety agencies, government and
private sector customers.

BIO-key International Inc.'s consolidated balance sheet at
March 31, 2009, showed $ 11,108,274 in total assets, $6,446,344 in
total liabilities, and $7,609,960 in redeemable convertible
preferred stock, resulting in $2,948,030 stockholders' deficit.

                        Going Concern Doubt

Carlin, Charron, & Rosen LLP, in Westborough, Massachusetts,
expressed substantial doubt about BIO-key International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
substantial net losses in recent years, and accumulated deficit at
Dec. 31, 2007.


BLOCKBUSTER INC: Registers 17.7MM Shares for Incentive Plan
-----------------------------------------------------------
Blockbuster Inc. filed with the Securities and Exchange Commission
on July 7, 2009, a registrations statement on Form S-8 which
covers an additional 17,787,954 shares of Class A Common Stock
that may be offered pursuant to the Blockbuster Inc. 2004 Long-
Term Management Incentive Plan.

The proposed maximum offering price per share is $0.68.  The
proposed maximum aggregate offering price is $12,095,809.

A full-text copy of the Form S-8 is available at no charge at:

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

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
roughly 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

                           *     *     *

In April 2009, Moody's Investors Service downgraded Blockbuster's
Probability of Default Rating to Caa3 from Caa1 and its Corporate
Family Rating to Caa2 from Caa1.  Standard & Poor's Ratings
Services lowered its corporate credit rating on Blockbuster to
'CCC' from 'B-'.  Fitch Ratings affirmed Blockbuster's long-term
Issuer Default Rating at 'CCC' and said it expects to rate the
amended $250 million bank credit facility at 'B/RR2'.


BYRAM READY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Byram Ready Mix, Inc.
           dba Byram Redi-Mix, Inc.
           dba Byram Concrete & Supply, Inc.
        56 Lafayette Avenue
        White Plains, NY 10603

Bankruptcy Case No.: 09-23215

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Byram Concrete & Supply, Inc.                      09-22037
South Street Materials, Inc.                       09-22040

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: efeynman@rattetlaw.com

                  Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.com

                  Robert L. Rattet, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

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 Leonard J. Luiso, president of the
Company.


CABRINI MEDICAL: Files for Ch 11 Bankruptcy Amid Litigation
-----------------------------------------------------------
Cabrini Medical Center has filed for Chapter 11 bankruptcy
protection, despite cutting its debt obligation by $6.3 million in
the first half of 2009, Crain's New York Business reports.

Crain's relates that Cabrini Medical faced at least 49 lawsuits,
demands for payments from various creditors, imminent judgments,
threats of account seizures and judgment enforcement

According to Crain's, Cabrini Medical stopped operating as a
hospital more than a year ago and has been attempting to sell off
its property and survive by operating ancillary health services.

Crain's says that Cabrini Medical has been negotiating over the
past two years with Saint Vincent Catholic Medical Centers to
acquire two of its buildings.  Crain's quoted Cabrini Medical's
executive vice president and chief operation officer, Diane
Kniejski, as saying, "(The sale) was expected to be the foundation
for a new Cabrini that could continue its more than 100 year
healthcare presence in the Gramercy Park community.  (But)
mounting financial pressures combined with a global credit crisis
of historic proportions could not be stemmed."

Dr. Ronald Gade, who was Cabrini Medical's CEO until his
resignation on April 15, said that the Company's property was
valued as much as $300 million, at the height of the real estate
market, Crain's reports.

Crain's states that the 18-story, five-building Cabrini campus
that sits on the east side of Gramercy Park will most likely be
auctioned off through court proceedings.  Cabrini, says Crain's,
will seek court permission to hire Grubb & Ellis to handle the
sale.

Cabrini Medical listed $46 million in assets and $167 million in
debts as of May 31, 2009.  Crain's states that Cabrini Medical's
top five secured creditors include:

     -- mortgage holder Sun Life Assurance Company of Canada, owed
        about $35.1 million;

     -- Missionary Sisters of the Sacred Heart in Chicago, owed
        about $33 million;

     -- the New York branch of the Missionary Sisters, owed
        about $18.7 million;

     -- 1199 SEIU National Benefits Fund, owed about
        $5.1 million; and

     -- an affiliate of SVCMC, which loaned Cabrini Medical
        some $4 million.

Cabrini Medical Center was founded in 1892 by a woman who would be
known as Mother Cabrini, and was later canonized as Saint Frances
Xavier Cabrini.  She sought funding from the Vatican for the
hospital as a facility to treat poor immigrant Italians in New
York.   The hospital is being sponsored by the Provincial of the
Missionary Sisters of the Sacred Heart of Jesus, Stella Maris
Province.


CABRINI MEDICAL CENTER: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Cabrini Medical Center
        227 East 19th Street
        New York, NY 10003

Case No.: 09-14398

Type of Business: The Debtor operates a hospital.

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Frank A. Oswald, Esq.
                  Togut, Segal & Segal LLP
                  One Penn Plaza
                  New York, NY 10119
                  Tel: (212) 594-5000
                  Email: frankoswald@teamtogut.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Diane J. Kniejski.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Consolidated Edison            Utilities              $4,167,197
4 Irving Place
Corp. Customer Group
9th Floor
New York, NV 10150

St. Vincent's Catholic         Advances/Prepaid Rent  $3,202,005
Medical Center
153 W. 11th Street
New York, NY 10011

Dormitory Authority State      Loan                   $2,601,684
of New York
1 Penn Plaza, 52nd Floor
New York, NY 10119

GME Solutions                  Trade (Disputed)       $1,223,487
3505 Hart Ave., Suite 201
Rosemead, CA 91770

Angelo Taranta                 Employee Benefits      $1,117,615
c/o Paduano & Weintraub        (Disputed)
Katherine Harrison, Esq.
1251 Avenue of the Americas
New York, NY 10020

Health Facility Assessment     Assessment Tax         $927,564
Mr. Jerome Alaimo
Assessment Fund Administrator
Office of Pool Administration
344 South Warren Street
Syracuse, NY 13202

New York State Comptrollers    Audit-unclaimed        $816,693
Office                         property
Office of Unclaimed Funds
110 State Street
Albany, NY 12236

Mannuccio Mannucci             Employee Benefits      $664,036
c/o Paduano & Weintraub        (Disputed)
Katherine Harrison, Esq.
1251 Avenue of the Americas
New York, NY 10020

Medtronic Sofamor Danek        Trade                  $598,693
710 Medtronic Parkway
Minneapolis, MN 55432

Shore Pharmaceutical           Trade                  $585,069
Providers
c/o Bank of America
PO Box 34815
Newark, NJ 07189

Daniele Salvioni               Employee Benefits      $536,212
c/o Paduano & Weintraub        (Disputed)
Katherine Harrison, Esq.
1251 Avenue of the Americas
New York, NY 10020

New York State Nurses Benefit  Employee Benefits      $467,253
1 Pine West Plaza
Washington Ave Extension
Albany, NY 12205

NYS Dept of Health             Fees                   $418,034
ESP Corning Tower
Room 1043
Albany, NY 12237

Healthcare Assoc. of NYS       Trade                  $411,678
1 Empire Drive
Reneselaer, NY 12144

A. Kingsbury Co., Inc.         Trade                  $440,299
aka Modern Medical Systems
Corporation
c/o Bondi & Iovino, Esqs.
1055 Franklin Avenue
Suite 206
Garden City, NY 11530

Garfunkel Wild & Travis PC     Legal                  $284,939
111 Great Neck Road
Suite 503
Great Neck, NY 11021

Siemens Financial Services     Trade                  $330,000
51 Valley Stream Parkway
Malvern, PA 19355

The Mount Sinai Hospital       Trade                  $308,009
633 Third Avenue, 10th Floor
New York, NY 10017

Padulol Guido                  Employee Benefits      $230,199
                               (Disputed)

Catholic Healthcare Network    Dues                   $211,112


CANWEST GLOBAL: Posts C$110 Million Net Loss for May 31 Quarter
---------------------------------------------------------------
Canwest Global Communications Corp. on Friday reported for the
three months ended May 31, 2009 revenues of C$727 million compared
to C$846 million for the same period last year.  Operating profit
before restructuring and impairment expenses was C$118 million for
the third quarter compared to C$182 million in the third quarter
of fiscal 2008.

For the first nine months of fiscal 2009, reported revenues
decreased 7% to C$2.24 billion and reported operating profit
before restructuring impairment and other one time expenses
declined by 27% to C$410 million.

For the three months ended May 31, 2009, the Company reported a
net loss of C$110 million -- including a non-cash C$247 million
impairment of goodwill in Canwest's Publishing operations,
interest rate and foreign currency swap losses of C$177 million
and foreign exchange gains of C$368 million primarily related to
the foreign currency gains associated with the U.S. dollar debt
that is no longer hedged.  For the nine months ended May 31, 2009,
the Company reported a net loss of C$1.58 billion.

"Even in a difficult economy we continue to have industry leading
results in our business units," Canwest President and CEO Leonard
Asper said. "While much attention has been focused on our efforts
to recapitalize, we are continuing to invest in our businesses in
order to drive operating results."

He added: "This includes selling non-core assets, purchasing a
strong television line-up for next season, investing in quality
domestic programming, focusing greater resources on local
audiences in publishing, and building our digital media
properties, online video and other content."

Highlights of the third quarter and subsequent period:

     -- Canwest secured C$175 million in financing from two new
        facilities for its subsidiary Canwest Media Inc.

     -- Canwest completed the sale of its interests in four
        Turkish radio stations.

     -- Canwest agreed to sell its two conventional television
        stations, CHCH in Hamilton and CJNT in Montreal to Channel
        Zero.

     -- Canwest has 5 of the top 10 specialty analog channels(3)
        up from 4 last year.  History Television has become the
        second most watched specialty channel as its audience has
        increased by 49% and Showcase has increased its audience
        by 32%.

     -- Canwest maintained its dominance of specialty digital
        channels with 8 of the Top 10 digital channels(3).

     -- Network TEN in Australia is the number one network in
        primetime in both the key demographics of 18-49 and 16-39.
        TEN's new programs MasterChef Australia, Talking' `bout
        Your Generation, Recruits, and Merlin are proving to be
        the new hit shows of the season.

     -- Canwest's digital network attracted on average 7.2 million
        overall unique visitors monthly, a 47% increase from the
        third quarter last year and is now the 5th ranked portal
        on the comScore ranking.

     -- Canada.com Newspapers ranked No. 1 in the newspaper
        category with 3.5 million unique monthly visitors, an
        increase of 47% from the third quarter last year.

     -- GlobalTV.com has now become Canada's No. 1 Web site for
        Broadcast Video with the most overall video plays of any
        Canadian broadcaster with 6.4 million video streams, up
        895%. Canwest re-launched GlobalTV.com with a new look
        that offers over 30 refurbished show microsites, complete
        with online exclusives, behind-the-scene sneak peaks, cast
        interviews, comprehensive photo galleries, and a
        redesigned video player.

In March 2009, Canwest Media Inc. did not make an interest payment
which was due on its 8% senior subordinated notes and is in
default under the terms of that indenture.  The Company is in
discussions with various parties, including the members of the ad
hoc committee of holders of 8% senior subordinated notes of
Canwest Media Inc., regarding the recapitalization of the Company
that may involve a cash investment or a conversion of certain of
its existing debt to equity, to reduce the debt of Canwest Media
Inc.

The Company believes that a significant reduction in its debt is
necessary to resolve its liquidity issues and to continue to
operate.  Failure to complete an agreement in principle on a
recapitalization transaction with the members of the ad hoc
committee of the 8% senior subordinated note holders prior to the
expiry of its forbearance agreement on July 17, 2009 or to such
later date as maybe agreed could result in a demand to immediately
repay all Canwest Media Inc. debt.  There can be no assurance that
a recapitalization will be completed.

Canwest Limited Partnership, is in default under the terms of its
senior credit facilities, its senior subordinated credit facility
and its senior subordinated notes indenture because it failed to
make payments of interest and principal due in May 2009 on its
senior credit facility and its related hedging derivative
instruments and it failed to satisfy the demand for immediate
repayment of its obligations related to the hedging derivative
instruments.  The defaults under the terms of the debt could
result in a demand to immediately repay the debt of the Limited
Partnership.  The payments were deferred to preserve liquidity to
fund operations while the Canwest Limited Partnership works to
effect a recapitalization transaction.

Canwest remains focused on reducing operating expenses and driving
revenues to enable the Company to capitalize on the economy when
it begins to improve.  Canwest continues pursue a reorganization
of its capital structure that will allow the Company to satisfy
its obligations which are currently in default.

At May 31, 2009, Canwest Media had C$4,847,020,000 in total
assetse and C$5,826,522,000 in total liabilities.

A full-text copy of Canwest Media's Interim Consolidated Financial
Statements for the Three and Nine Months Ended May 31, 2009 and
2008, is available at no charge at:

               http://ResearchArchives.com/t/s?3f0a

A full-text copy of Canwest Media's Interim Management's
Discussion and Analysis for the Three and Nine Months Ended
May 31, 2009 and 2008, is available at no charge at:

               http://ResearchArchives.com/t/s?3f0b

            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.


CARE FOUNDATION: Plan Solicitation Period Extended to November 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
extended Care Foundation of America, Inc. et al.'s exclusive
period to solicit acceptances of a plan until November 30, 2009.
The relief requested will be effective nunc pro tunc to June 29,
2009.

On March 31, 2009, the Debtors filed their Joint Plan Of
Reorganization under Chapter 11 of the Bankruptcy Code.  On
April 30, 2009, the Debtors filed their First Amended Joint Plan,
along with the disclosure statement in support of their First
Amended Joint Plan.

In its motion, Care Foundation told the Court that mediation on
its adversary proceeding against National Health Investors, Inc.,
their putative secured lender and largest creditor, is scheduled
this July, and that they woud like the opportunity to see what
results from it before having to move forward with their First
Amended Plan.  The Debtors said that any discussions that take
place during the mediation will involve directly or indirectly the
Debtors' proposed plan treatment of NHI and other creditors.

In addition, the Debtors relate that they need additional time to
pursue either postpetition or post confirmation financing before
moving forward with confirmation.  The proceeds of this financing
will be used in part to help fund their First Amended Plan.

Finally, the Debtors said they have not renewed the leases with
the current tenant of their 6 skilled nursing facilities and
have still to engage a management company to take over management
and operations of the nursing homes, and would like that the new
management company be in place and transitioned into its role
before they have to start performing under their plan.

Based in Nashville, Tennessee, Care Foundation of America, Inc. is
a nonprofit/tax-exempt organization.  Care Foundation and five
affiliates filed separate petitions for Chapter 11 relief on
December 31, 2008 (Bankr. M.D. Tenn. Lead Case No. 08-12367).
David E. Lemke, Esq., at Waller Landsden Dortch & Davis,
represents the Debtors as counsel.  When the Debtors filed for
protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CCS MEDICAL: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
-------------------------------------------------------------
Moody's Investors Service downgraded CCS Medical, Inc.'s
probability-of-default rating to D from Caa1 and the corporate
family rating to Ca from Caa1.

The downgrade was prompted by CCS's recent announcement that it
elected to file petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  Moody's also downgraded the
company's first lien senior secured credit facilities to Caa3 from
B2 and the second lien term loan to C from Caa2.

The company also stated that it reached an agreement in principle
with certain lenders to support a restructuring plan that, if
confirmed, would reduce debt to approximately
$200 million from $522 million.

Subsequent to the actions, all ratings of CCS will be withdrawn.

These ratings were downgraded:

  -- Corporate Family Rating to Ca from Caa1;

  -- Probability-of-Default Rating to D from Caa1;

  -- $50 million 1st lien sr. secured revolving credit facility
     due 2012 to Caa3 (LGD3, 31%) from B2 (LGD3, 31%);

  -- $307 million 1st lien sr. secured term loan due 2012 to
     Caa3 (LGD3, 31%) from B2 (LGD3, 31%);

  -- $110 million 2nd lien sr. secured term loan due 2013 to C
     (LGD5, 77%) from Caa2 (LGD5, 77%).

The last rating action was on December 9, 2008, when Moody's
downgraded the corporate family rating to Caa1 from B3, the
company's first lien senior secured credit facilities to B2 from
B1, but affirmed the Caa2 rating on the second lien term loan.
The ratings outlook remained negative.

CCS's ratings were assigned by evaluating factors Moody's believes
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of CCS's core industry and CCS's ratings are believed to
be comparable to those of other issuers of similar credit risk.

CCS Medical, Inc., based in Clearwater, Florida, is holding
company whose operating subsidiaries are Chronic Care Solutions,
Inc. and MPTC Holdings, Inc.  The company is a leading mail-order
provider of medical supplies -- including diabetes, respiratory
and wound care products -- to chronically-ill patients.  Warburg
Pincus is the largest shareholder and equity sponsor for CCS
Medical.


CHILDREN'S GARDEN REAL: Case Summary & 13 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Children's Garden Real Estate, LLC
        12720 Ford Rd.
        Dearborn, MI 48126

Bankruptcy Case No.: 09-61447

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Kevin C. Calhoun, Esq.
                  31000 Telegraph Road, Suite 280
                  Bingham Farms, MI 48025-4319
                  Tel: (248) 594-1500
                  Email: kcc@cdg-law.com

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

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

A list of the Company's 13 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/mieb09-61447.pdf

The petition was signed by Patricia Darwish, member of the
Company.


CHRYSLER FINANCIAL: Moody's Confirms Ratings on Two Classes
-----------------------------------------------------------
Moody's Investors Service has confirmed the ratings of two classes
of notes from two auto lease securitizations sponsored by Chrysler
Financial Services Americas LLC.  On April 29, Moody's had
downgraded and placed these transactions on review for further
possible downgrade due to the uncertainty surrounding Chrysler
LLC's ongoing viability, and the impact that a bankruptcy could
have on the residual values of the vehicles backing the underlying
lease pools.

Chrysler's Chapter 11 bankruptcy filling on April 30, 2009 did not
result in a decline in residual values to date.  During the last
few months, and since the bankruptcy filing by Chrysler, vehicle
residual values that had experienced unprecedented volatility at
various points during the last twelve months have shown signs of
improvement for the auto sector as well as for Chrysler.
Prospects for bargains on Chrysler vehicles, support from the U.S.
government and the swift emergence of the "new" Chrysler from
bankruptcy may have mitigated downward pressure on values for
Chrysler vehicles.  The current actions conclude the review of the
notes.

The complete rating actions are:

Issuer: Chrysler CA Lease Receivables Trust II, CALN2 Notes

  -- CALN2 Class A Note Confirmed at Baa3; previously on
     April 29, 2009, Downgraded to Baa3 and Placed on Review
     for Possible Downgrade

Issuer: Chrysler CA Lease Receivables Trust II, CALW2 Notes

  -- CALW2 Class A Note Confirmed at Ba3; previously on
     April 29, 2009, Downgraded to Ba3 and Placed on Review for
     Possible Downgrade

                    Originator and Servicer

Chrysler Financial is a wholly-owned indirect subsidiary of
Chrysler Holding LLC.  The Corporate Family Rating for Chrysler
Financial is Ca with a negative outlook.


CHRYSLER FINANCIAL: Moody's Confirms Ratings on Five Tranches
-------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of five
subordinate tranches from three auto loan securitizations
sponsored by Chrysler Financial Services Americas LLC.  The
actions conclude the review of the notes that began on
April 29, 2009; the notes were placed under review for possible
downgrade due to the additional stress that a bankruptcy of
Chrysler LLC, the manufacturer of the underlying vehicles, could
have on the recoveries of vehicles backing defaulted accounts.
The ratings of the subordinate securities in these pools are more
sensitive to recoveries than Chrysler-sponsored securitizations
issued prior to 2007 due to significantly higher than expected
defaults relative to earlier transactions.

Chrysler's Chapter 11 bankruptcy filing on April 30, 2009, has not
resulted in a dramatic decline in recoveries to date.  During the
last few months, and since the bankruptcy filing by Chrysler, used
vehicle values have shown signs of improvement for the auto sector
at large as well as for Chrysler.  Prospects for bargains on
Chrysler vehicles, support from the U.S. government and the swift
emergence of the "new" Chrysler from bankruptcy may have mitigated
downward pressure on values for Chrysler vehicles.  As a result,
Moody's have not further increased Moody's expected losses on the
transactions from the time of the last review (February 18, 2009);
Moody's expect losses of approximately 7.5% for all three
transactions.

Complete rating actions are:

Issuer: Chrysler Financial Auto Securitization Trust 2007-A

  -- Cl. B Confirmed at Baa3; previously on April 29, 2009,
     Baa3 Placed on Review for Possible Downgrade

  -- Cl. C Confirmed at Ba2; previously on April 29, 2009 Ba2
     Placed on Review for Possible Downgrade

Issuer: Chrysler Financial Auto Securitization Trust 2008-A

  -- Cl. B, Confirmed at Baa3; previously on April 29, 2009
     Baa3 Placed on Review for Possible Downgrade

  -- Cl. C, Confirmed at Ba3; previously on April 29, 2009 Ba3
     Placed on Review for Possible Downgrade

Issuer: Chrysler Financial Auto Securitization Trust 2008-B

  -- Cl. B, Confirmed at Ba1; previously on April 29, 2009 Ba1
     Placed on Review for Possible Downgrade

                     Originator and Servicer

Chrysler Financial is a wholly-owned indirect subsidiary of
Chrysler Holding LLC.  The Corporate Family Rating for Chrysler
Financial is Ca, with a negative outlook.


CIT GROUP: Taps Skadden Arps After Failing to Secure FDIC Backing
-----------------------------------------------------------------
CIT Group Inc. has hired bankruptcy specialist Skadden, Arps,
Slate, Meagher & Flom, LLP, as an adviser.  According to Bloomberg
News and The Wall Street Journal, CIT Group hired Skadden after it
was unable to persuade the Federal Deposit Insurance Corp. to
guarantee its debt sales.

Pierre Paulden and Caroline Salas at Bloomberg, citing people
familiar with the discussion, said the FDIC is in discussions with
CIT about how it can strengthen its financial position to get
approval, including raising capital.  The source told Bloomberg
CIT's measures to improve its credit quality, such as by
transferring assets to its bank, have been insufficient.

According to Bloomberg, the FDIC is concerned that backing CIT's
debt would put taxpayer money at risk because CIT's credit quality
is worsening.  The FDIC has backed $274 billion in bond sales
under its Temporary Liquidity Guarantee Program since Nov. 25,
Bloomberg notes.

Securities and Exchange Commission filing shows that for ordinary
course financing transactions, CIT generally turns to Shearman &
Sterling and Wilmer Cutler for advice.

The Journal, citing people it didn't identify, said the engagement
comes as CIT prepares for a possible bankruptcy filing.

Skadden Arps represented Circuit City Stores Inc. and Delphi
Corp., among many Chapter 11 cses.  It also represented mining
giant BHP Biliton, Ltd., in its $150 billion proposed acquisition
of Rio Tinto.

CIT Group reported $75.7 billion in assets and $68.2 billion in
liabilities, including $3 billion in deposits, at the end of the
first quarter.


CIT's $500 million floating-rate notes due in November 2010 fell
3.5 cents on the dollar July 10 to 70 cents, according to Trace,
Bloomberg relates, citing the bond-price reporting system of the
Financial Industry Regulatory Authority.

CIT Group Inc. is a bank holding company, which provides
commercial financing and leasing products, and management advisory
services to clients in a variety of industries. CIT bank is its
primary bank subsidiary. It serves clients in a variety of
industries, including transportation, aerospace and rail,
manufacturing, wholesaling, retailing, healthcare, communications,
media and entertainment, and various service-related industries.
The Company's products include asset-based loans, secured lines of
credit, leases (operating, finance and leveraged), vendor finance
programs, import and export financing, debtor-in-possession/
turnaround financing, acquisition and expansion financing, letters
of credit/trade acceptances structuring and small business loans.

On June 12, 2009, Standard & Poor's Ratings Service announced that
it had downgraded its ratings of CIT Group Inc. and on June 15,
2009, DBRS made a similar announcement. Standard & Poor's
downgraded CIT's ratings, including CIT's counterparty credit
rating, from BBB-/A-3 to BB-/B, and placed CIT on CreditWatch with
negative implications.  DBRS downgraded CIT's ratings from BBB
(high)/R-2 (high) to BB (high)/R-4 (high), and the DBRS ratings
remain Under Review with Negative Implications.

As a result of Standard & Poor's downgrade of CIT's ratings to
below investment grade, certain vendors have a right to early
terminate their finance program agreements with CIT.  CIT has not
received any notice of election to terminate from any of its
vendor partners. If any vendor elects to exercise its right to
early terminate its program with CIT, such termination is subject
to cure and is not expected to affect origination volumes, asset
levels or net income from any such program prior to the first or
second quarter of 2010.


CIT GROUP: Working on Plan to Ease Fears on Liquidity Crunch
------------------------------------------------------------
Jeffrey McCracken and Serena Ng at The Wall Street Journal reports
that CIT Group Inc. met with congress, government officials, and
regulators over the weekend to try to come up with a plan that
would help calm markets and convince clients and investors that
the Company can work its way out of a deepening liquidity crunch.

CIT, according to WSJ, became increasingly nervous that hundreds
of small and midsize business clients, rattled by reports that the
Company hired a prominent law firm to prepare for a possible
bankruptcy filing after failing to get additional government
financial aid, may rush to withdraw funds or try to draw down
credit lines.  WSJ notes that if companies tried to tap their CIT
credit lines at the same time, it could put further financial
strains on CIT.

WSJ recalls that the government gave CIT some $2.3 billion under
the Troubled Asset Relief Program in 2008, but hasn't included the
Company in a separate program that would let it issue debt at low
interest rates.  CIT, WSJ relates, had hoped to get some sort of
short-term emergency financing from the government, but it was
unclear whether government officials would be willing to help the
Company out, as they have long felt that CIT isn't a systemic risk
to the financial system and other lenders could step in to provide
loans and services to small and midsize businesses.

CIT officials, WSJ says, has been working on a plan, which The
involves transferring more assets to the Company's Salt Lake City
bank and moving cash to the holding company, to address the
Company's long-term funding needs.  They hoped to detail strategy
before markets opened on July 13, WSJ states.

WSJ reports that CIT has limped through the credit crisis, and is
nearing crisis point, facing $2.7 billion in debt due from now
till year end that investors worry it may not be able to make.  As
bond analysts started speculating last week that Citigroup may be
forced to file for bankruptcy, the Company's shares dropped to
their lowest level since its 2002 initial public offering, WSJ
states.

WSJ notes that a failure of CIT would leave many without access to
funds.  WSJ relates that about 700 firms -- many of them are small
businesses that obtained revolving facilities of $10 million to
$50 million in size -- have a total of $3.9 billion in undrawn
revolvers from CIT.  According to WSJ, CIT is the sole or main
lender to two-thirds of these companies.

                       About CIT Group

Headquartered in New York City, CIT Group Inc. (NYSE: CIT) --
http://www.cit.com/-- is a commercial finance company that
provides financial products and advisory services to more than
one million customers in over 50 countries across 30 industries.
A leader in middle market financing, CIT has more than $80 billion
in managed assets and provides financial solutions for more than
half of the Fortune 1000.  A member of the S&P 500 and Fortune
500, it maintains leading positions in asset-based, cash flow and
Small Business Administration lending, equipment leasing, vendor
financing and factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.

As reported by the Troubled Company Reporter on July 10, 2009,
Fitch Ratings downgraded the Long-term Issuer Default Ratings
of CIT Group Inc. and subsidiaries to 'BB- ' from 'BB+'.
Concurrent with this action, Fitch upgraded CIT's Support
Rating to '3' from '5', reflecting Fitch's view that there is a
moderate probability of support from the U.S. government.  In
addition, Fitch lowered the Individual Rating to 'E' from 'D',
which indicates CIT either requires or is likely to require
external support.  In Fitch's rating criteria, a bank's standalone
risk is reflected in Fitch's Individual Ratings while the prospect
of external support is reflected in Fitch's Support Rating.
Collectively these ratings drive Fitch's long- and short-term
IDRs.  All ratings remain on Rating Watch Negative.

According to the TCR on June 16, 2009, Standard & Poor's Ratings
Services said that it lowered its ratings on CIT Group Inc.,
including its counterparty credit rating, to 'BB-/B' from 'BBB-/A-
3'.  S&P also lowered its ratings on CIT's hybrid capital
instruments to 'CCC+' from 'B+'.  At the same time, S&P placed its
rating on CIT on CreditWatch with negative implications.

The TCR reported on June 3, 2009, that Fitch Ratings downgraded
the senior debt ratings of CIT Group Inc. and its Canadian and
Australian subsidiaries to 'BB' from 'BB+'.  At the same time,
Fitch has placed all the ratings of CIT and its subsidiaries on
Rating Watch Negative.  Approximately $36.8 billion of debt is
affected by this action.


CONGOLEUM CORP: 12th Amendment to Postpetition Financing Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
approved the twelfth amendment to Congoleum Corporation, et al.'s
postpetition financing agreement with Wachovia Bank, National
Association, successor by merger to Congress Financial
Corporation, pursuant to a Final Order of the Court, which was
approved on February 2, 2004.

Pursuant to the Twelfth Ratification Amendment, which has been
agreed in principle by the Debtors and the Lender:

(a) Lender will extend the expiration of the Financing
     Agreements through and including December 31, 2009, and

(b) the Minimum EBITDA covenant as set forth in the Twelfth
     Ratification Amendment will be modified.

In consideration of the Twelfth Ratification Amendement, the
Debtors will pay the Lender a monthly extension fee in the amount
of $15,000 a month through and including the earlier of
December 1, 2009, or, upon the indefeasible payment in full of all
obligations under the Financing Agreements, and a covenant
modification and extension fee in the amount of $25,000.

In their motion, the Debtors told the Court that without the
liquidity provided by the borrowing and obtaining of loans and
letter of credit accommodations under the Financing Agreements,
the Debtors will be unable to pay suppliers, employees and other
constituencies that are essential to the continued operation of
their business and the retention of the value of their business.
In addition, the Debtors related that continued access to
substantial credit will be necessary to meet the substantial day-
to-day costs associated with the continued operations of the their
businesses.

On February 26, 2009, the Court ordered the dismissal of the
Debtors' case effective twenty days from the date of the ruling.

On February 27, 2009, the Court granted the motion of First State
Insurance Company and Twin City Fire Insurance Company for summary
judgment denying confirmation of the Amended Joint Plan of
Reorganization of the Debtors, the official asbestos claimants'
committee and the official committee of bondholders, dated as of
November 14, 2008.

On February 27, 2009, the Debtors appealed the dismissal order and
the summary judgment order.  On March 3, 2009, the Court stayed
the dismissal order to permit the parties to complete the appelate
process.  Both appeals are pending.

A full-text copy of the Twelfth Ratification Amendment, attached
as Exhibit A to the Debtors' motion, is available at:

http://bankrupt.com/misc/congoleum.12thratificationamendment.pdf

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  On March 3, the Bankruptcy Court stayed the Order of
Dismissal pending entry of a final non-appealable decision
affirming the Order of Dismissal.  Appeal proceedings are underway
before the District Court.


CORD BLOOD: Obtains $7.5MM Capital Commitment From Optimus
----------------------------------------------------------
Cord Blood America, Inc., executed a Preferred Stock Purchase
Agreement on July 2, 2009, with Optimus Capital Partners, LLC, an
unaffiliated investment fund pursuant to which it has secured a
$7.5 million capital commitment which may be drawn down in
increments through the "put" to the Fund of newly issued Series A
Preferred Stock, subject to meeting certain conditions.

Up to 750 shares of Series A Preferred stock, par value $0.0001,
may be "put" to the Fund at a purchase price of $10,000 per share
over a period of time.  The Series A Preferred stock accrues
dividends at the rate of 10% be annum, precludes other dividends
until it is paid, and has a liquidation preference equal to
$10,000 plus all accrued but unpaid dividends.  The Series A
Preferred is redeemable after four years at a redemption price of
equal to $10,000 plus all accrued but unpaid dividends (or earlier
if certain additional premiums are paid).  The Series A Preferred
Stock will not be publicly traded.

In connection with the execution of the Preferred Stock Purchase
Agreement, Cord Blood issued a conditional warrant to the Fund
providing for the purchase of up to $10,125,000 in value of Cord
Blood's common stock.  The warrant becomes exercisable in part on
each date Cord Blood gives notice to the Fund that it intends to
"put" shares of its Series A Preferred stock to the Fund for cash.

Each exercisable warrant gives the right to acquire shares of Cord
Blood's common stock having an aggregate value equal to 135% of
the total Fund cash to be paid to the Company as a result of the
"put" of the Series A Preferred Stock, based on the closing price
of Cord Blood's common stock on the day proceeding Company Notice
of intent to Put Series A Preferred Shares.  Each warrant has a 5
year term from date of issuance.

Each exercisable warrant provides for cashless exercise.  The
warrant price on exercise may be paid by the Fund's issuance of a
four year promissory note, bearing interest at 2% per annum, and
secured by a specified portfolio of assets owned by the Fund.

Conditions to Cord Blood's ability to "put" shares of the Series A
Preferred Stock and obtain the resulting capital infusion, include
among others requirements:

   -- An active registration statement in place under the
      Securities Act of 1933, whereby the shares issuable upon
      warrant exercise (and  all previously issue  warrant
      shares), are registered and freely trading.

   -- Cord Blood's common stock must remain listed for public
      trading and in compliance.

   -- No default by the Company on outstanding loan agreements or
      other material agreements.

   -- Company quarterly revenues must have not decreased by 35% in
      any quarter.

   -- Certain Lockup agreements with senior officers of the
      Company must be in place.

   -- The aggregate of all common shares owned by the Fund, shares
      issuable on exercise of outstanding exercisable warrants,
      and shares issuable on exercise of the new exercisable
      warrant issued in connection with the put of Series A
      Preferred, must not exceed 9.9% of the Company's outstanding
      common stock (or 4.4% at the Fund's option).

   -- If the Company's common stock price on any day during the
      9 trading days following a put notice falls below 75% of the
      average closing bid price for the Company's common stock for
      the 9 days preceding  the put notice, the Fund may reject
      the put.

The Agreement also provides for a $375,000 investment banking fee,
payable in cash, or at the Company's option, in the Company's
common stock valued at 85% of the volume weighted average price of
the Company's common stock in the public market for the 5 trading
days proceeding issuance, and in either case payable on the
earlier of the effective date of the initial registration
statement contemplated, or on January 2, 2010.

                       About Cord Blood

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The Company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

As reported by the Troubled Company Reporter on May 25, 2009, the
Company listed $4.58 million in total current assets and $12.43
million in total current liabilities, resulting in $7.84 million
in stockholders' deficit.

Cord Blood notes that it experienced recurring net losses from
operations, which losses have caused an accumulated deficit of
approximately $26.7 million as of March 31, 2009.  In addition,
CBAI has a working capital deficit of approximately $12.2 million
as of March 31, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.


CORD BLOOD: Issues Promissory Note, Shares for $200,000 Loan
------------------------------------------------------------
Cord Blood America, Inc., reports that on June 23, 2009, the
Company issued to Joseph Schottland a Convertible Promissory Note
for $200,000, and warrants to acquire up to 54,200,542 shares of
Common Stock, in consideration for $200,000 in shorter term
financing.

The Note is all due in December of 2009, and bears interest at 10%
per annum, compounded monthly.  The Note is convertible into
shares of the Company's common stock at a conversion rate equal to
the lower of (i) $0.0037, or (ii) 85% of the lowest intraday bid
price of the Common Stock during the 30 trading days preceding the
date a Conversion Notice is delivered to the Borrower.

The Warrant has a three-year term, provides for  its exercise to
acquire up to 54,200,542 shares of the Company's Common Stock at a
per share warrant exercise  price equal to the last public sale
price of the registrant's Common Stock on the Business Day
immediately prior to the date of issuance of this Warrant, and may
be exercised on a "cashless" basis permitting the warrant holder
to surrender all or a portion of an "in the money' Warrant, and
receive a credit against the Warrant exercise price otherwise
payable equal to the premium by which the market price of
registrant's stock at the time of Warrant exercise exceeds the
exercise price for the Warrant.

                       About Cord Blood

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The Company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

As reported by the Troubled Company Reporter on May 25, 2009, the
Company listed $4.58 million in total current assets and $12.43
million in total current liabilities, resulting in $7.84 million
in stockholders' deficit.

Cord Blood notes that it experienced recurring net losses from
operations, which losses have caused an accumulated deficit of
approximately $26.7 million as of March 31, 2009.  In addition,
CBAI has a working capital deficit of approximately $12.2 million
as of March 31, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.


COYOTES HOCKEY: NHL Protest Moyes Plea to Examine League Papers
---------------------------------------------------------------
The National Hockey League has objected to a bid by the owner
Jerry Moyes of the Phoenix Coyotes to examine various league
documents, claiming the move amounts to a ploy to stall the sale
of the hockey team, according to Law360.

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

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


COYOTES HOCKEY: May Receive Another Bid to Keep Team in Arizona
---------------------------------------------------------------
Ben Klayman at Reuters reports that the National Hockey League
said it has been approached by another potential bidder for the
Phoenix Coyotes.  NHL, according to Reuters, said that this bidder
wants to keep Phoenix Coyotes in Arizona.

As reported by the Troubled Company Reporter on June 29, 2009,
Jerry Reinsdorf, owner of Major League Baseball's Chicago White
Sox and National Basketball Association's Chicago Bulls, offered
to buy the bankrupt Phoenix Coyotes of the National Hockey League
for $148 million.  Mr. Reinsdorf would be bidding against Jim
Balsillie, co-chief executive officer of Blackberry-maker Research
In Motion Ltd., who has offered $212.5 million on the condition
he's allowed to move the team to Canada.

The NHL said in court documents that it "has been approached by
another potential bidder, who did not file a term sheet on
June 26, interested in keeping the Coyotes in Glendale . . .  The
league has been informed that this bidder will submit an
application for transfer of ownership, but does not know whether
the prospective purchaser will submit a definitive bid by July
24."  According to court documents, the NHL said that the
potential new bidder "has requested access to, and spent time in,
the due diligence data room" studying the team's finances.
Reuters says that the NHL didn't provide any other details on the
possible bidder.

Reuters states that the NHL also asked the U.S. Bankruptcy Court
for the District of Arizona to deny a request by Phoenix Coyotes'
owner, Jerry Moyes, for more information about Mr. Reinsdorf's
offer, saying that it would "frustrate" the sale and "chill the
bidding process."  The NHL said in court documents that details of
Mr. Reinsdorf's bid will be available when a final bid is
submitted by the July 24 deadline.

      Potential Buyers Drop Out in Favor of Reinsdorf Bid

Larry Watson, a lawyer for U.S. Trustee Ilene J. Lashinsky, said
that the NHL should explain why potential buyers of Phoenix
Coyotes dropped out in favor of Mr. Reinsdorf, Steven Church at
Bloomberg News reports.  Mr. Watson said in court documents that
the NHL officials must dispel questions about whether they
"encouraged" rivals to back out in favor of Reinsdorf, who also
owns Major League Baseball's Chicago White Sox.  Bloomberg quoted
Mr. Watson as saying, "Without full disclosure, the integrity of
the bankruptcy system is lost.  Who were these prospective
bidders?  Did these parties have a legitimate intent to purchase
the team?  Why did these local bidders step away from the sale
process?  Were they encouraged by the NHL to do so?"

According to Bloomberg, Mr. Moyes has asked the Hon. Redfield T.
Baum of the U.S. Bankruptcy Court for the District of Arizona to
order the NHL to provide documents, including any communications
the league had with potential buyers.  A hearing on the motion has
been set for July 13, says Bloomberg.

                       About Coyotes Hockey

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

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


COYOTES HOCKEY: Gretzky Contests Release of Financial Records
-------------------------------------------------------------
Paul Waldie at The Globe and Mail relates that Phoenix Coyotes
head coach Wayne Gretzky is contesting a request by the Company's
biggest creditor, the city of Phoenix, to turn over personal
financial records, reversing a statement he said earlier that he
would be willing to hand over tax records and other financial
documents to the city.  Mr. Gretzky's lawyers, The Globe and Mail
states, filed a motion in the Court to block the city's request,
citing personal privacy.

Mr. Gretzky's lawyers said in court documents, "Mr. Gretzky is a
public figure; in fact, he is one of the most recognizable sports
figures in the history of the National Hockey League.  Mr. Gretzky
has a clear interest in maintaining the privacy of his financial
records, and his privacy interest is one that outweighs [the
city's] need for disclosure of Mr. Gretzky's personal tax
records."

According to court documents, Mr. Gretzky's lawyers said that he
would agree to surrender "non-private, non-privileged documents"
to the city.  The Globe and Mail quoted Mr. Gretzky's lawyers as
saying, "Indeed, it is difficult to conceive how [the city] could
possibly demonstrate how Mr. Gretzky's personal tax returns are
relevant to the acts, conduct, or property or to the liabilities
and financial condition of the [Coyotes], or to any matter which
may affect the administration of the [Coyotes'] estate."

The Hon. Redfield T. Baum will hold a hearing on the matter this
week, says The Globe and Mail.

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

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


CUMULUS MEDIA: Gausvik Steps Down as CFO; Hannan Assumes Post
-------------------------------------------------------------
Cumulus Media Inc. reports that on July 1, 2009, Martin R. Gausvik
resigned from his position as the Company's Executive Vice
President, Treasurer and Chief Financial Officer to pursue other
opportunities.

Effective July 1, 2009, Joseph "J.P." Hannan, 37, currently vice
president and controller of the Company, will serve as the
Company's interim chief financial officer.

Prior to joining the Company in April 2008, from July 2007 to
April 2008, Mr. Hannan served as an independent consultant to
several equity funds with investments in the media sector.  Prior
to that, from May 2006 to July 2007, he served as Vice President &
Chief Financial Officer of Lincoln National Corporation's (NYSE:
LNC) radio division.  In this position, he oversaw the financial
operations of the 15th largest (in total revenue) radio broadcast
company with 16 radio stations across 5 top-25 markets.  Prior to
that, from March 1995 to November 2005, he served as Chief
Operating Officer and Chief Financial Officer of Lambert
Television, Inc., a privately held media company based in Beverly
Hills, California in which he was also a principal.  In this
capacity, he oversaw the financing, acquisition and development of
its seven station television group as well as its ultimate
divestiture to industry consolidators.  He also oversaw financial
operations of Partner Stations Network, a television production
and syndication partnership co-owned by Lambert with Sinclair
Broadcast Group, Pappas Telecasting, LIN Television and Raycom
Media.

Mr. Hannan served on the board of directors, audit and
compensation committees of Regent Communications (Nasdaq: RGCI)
from September 2007 to April 2008, and since January 2008 has been
a director of Asian Media Group, a privately held television
broadcasting company based in Los Angeles.  From January 2000 to
November 2005, he was a director, Treasurer & Secretary of iBlast,
Inc., a Lambert affiliated company owned in conjunction with 20 of
the largest independent television broadcast companies including
Tribune Company, Washington Post, Cox Broadcasting, and Gannett
Communications.

J.P. Hannan received his B.S. in Business Administration in 1992
from the University of Southern California.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. is the second
largest radio broadcaster in the United States based on station
count, and combined with its affiliate, CMP Media Partners, LLC,
the Company is the fourth largest radio broadcast company in the
United States based on net revenues, controlling approximately 350
radio stations in 68 U.S. media markets.

As of March 31, 2009, the Company had $523,554,000 in total assets
and $775,363,000 in total liabilities, resulting in $251,809,000
in stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Cumulus Media's Corporate
Family rating to Caa1 from B3, its Probability of Default rating
to Caa2 from Caa1 and the rating on its $850 million credit
facility ($100 million revolver due 2012 and $750 million term
loan due 2014) to Caa1 from B3.  The rating outlook is negative.
The downgrade of the CFR to Caa1 largely reflects Moody's
expectation that recessionary market conditions will continue to
prevail within Cumulus' served markets over the near-to --
intermediate term, placing pressure on the company's top line and
compressing its free cash flow.


CUMULUS MEDIA: Gets Covenant Relief Until December 2010
-------------------------------------------------------
Cumulus Media Inc. reports that on June 29, 2009, it entered into
an amendment to its existing credit agreement, dated June 7, 2006,
with Bank of America, N.A., as administrative agent, and the
lenders party thereto.  The Amended Credit Agreement maintains the
pre-existing term loan facility of $750 million, which has an
outstanding balance of roughly $647.9 million, and reduces the
pre-existing revolving credit facility from $100 million to $20
million.  Incremental facilities are no longer permitted under the
Amended Credit Agreement.

The Company's obligations under the Amended Credit Agreement are
collateralized by substantially all of its assets in which a
security interest may lawfully be granted -- including Federal
Communications Commission licenses held by its subsidiaries --
including, without limitation, intellectual property and all of
the capital stock of the Company's direct and indirect
subsidiaries, including Broadcast Software International, Inc.,
which was formerly an excluded subsidiary.  The Company's
obligations under the Amended Credit Agreement continue to be
guaranteed by all of its subsidiaries.

The Amended Credit Agreement contains terms and conditions
customary for financing arrangements of this nature.  The term
loan facility will mature on June 11, 2014.  The revolving credit
facility will mature on June 7, 2012.

Borrowings under the term loan facility and revolving credit
facility will bear interest, at the Company's option, at a rate
equal to LIBOR plus 4.00% or the Alternate Base Rate (defined as
the higher of the Bank of America Prime Rate and the Federal Funds
rate plus 0.50%) plus 3.00%.  Once the Company reduces the term
loan facility by $25 million through mandatory prepayments of
Excess Cash Flow, the Company will bear interest, at the Company's
option, at a rate equal to LIBOR plus 3.75% or the Alternate Base
Rate plus 2.75%.  Once the Company reduces the term loan facility
by $50 million through mandatory prepayments of Excess Cash Flow,
the Company will bear interest, at the Company's option, at a rate
equal to LIBOR plus 3.25% or the Alternate Base Rate plus 2.25%.

In connection with the closing of the Amendment Credit Agreement,
the Company made a voluntary prepayment of $32.5 million.  The
Company will also be required to make quarterly mandatory
prepayments of 100% of Excess Cash Flow beginning with the fiscal
quarter ending September 30, 2009 and continuing through December
31, 2010, before reverting to annual prepayments of a percentage
of Excess Cash Flow, depending on the Company's leverage,
beginning in 2011.  Certain other mandatory prepayments of the
term loan facility will be required upon the occurrence of
specified events, including upon the incurrence of certain
additional indebtedness and upon the sale of certain assets.

The representations, covenants and events of default in the
Amended Credit Agreement are customary for financing transactions
of this nature and are substantially the same as those in
existence prior to the amendment, except:

     -- the Total Leverage Ratio and Fixed Charge Coverage
        Ratio covenants for the fiscal quarters ending June 30,
        2009 through and including December 31, 2010, have been
        suspended;

     -- during the Covenant Suspension Period, the Company
        must:

        (1) maintain minimum trailing 12 month consolidated
            EBITDA of $60 million for fiscal quarters ended
            June 30, 2009, through March 31, 2010, increasing
            incrementally to $66 million for fiscal quarter
            ended December 31, 2010, subject to certain
            adjustments; and

        (2) maintain minimum cash on hand (defined as
            unencumbered consolidated cash and cash
            equivalents) of at least $7.5 million;

     -- the Company is restricted from incurring additional
        intercompany debt or making any intercompany
        investments other than to the parties to the Amended
        Credit Agreement;

     -- the Company may not incur additional indebtedness or
        liens, or make permitted acquisitions or restricted
        payments, during the Covenant Suspension Period. After
        the Covenant Suspension Period, the Amended Credit
        Agreement will permit indebtedness, liens, permitted
        acquisitions and restricted payments, subject to
        certain leverage ratio and liquidity measurements; and

     -- the Company must provide monthly unaudited financial
        statements to the lenders within 30 days after each
        calendar-month end.

Events of default in the Amended Credit Agreement include, among
others:

    (a) the failure to pay when due the obligations owing under
        the credit facilities;

    (b) the failure to perform (and not timely remedy, if
        applicable) certain covenants;

    (c) cross default and cross acceleration;

    (d) the occurrence of bankruptcy or insolvency events;

    (e) certain judgments against the Company or any of its
        subsidiaries;

    (f) the loss, revocation or suspension of, or any material
        impairment in the ability to use of or more of, any of
        the Company's material FCC licenses;

    (g) any representation or warranty made, or report,
        certificate or financial statement delivered, to the
        lenders subsequently proven to have been incorrect in
        any material respect; and

    (h) the occurrence of a Change in Control.

Upon the occurrence of an event of default, the lenders may
terminate the loan commitments, accelerate all loans and exercise
any of their rights under the Amended Credit Agreement and the
ancillary loan documents as a secured party.

A full-text copy of Amendment No. 3 to the Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?3eee

               Cumulus Media Issues 10-Year Warrants

The lenders consenting to the Amended Credit Agreement also
received warrants, exercisable within 10 years, to acquire an
aggregate of up to 1.25 million shares of the Company's Class A
common stock.  The Warrants were issued in a private transaction
exempt from the registration requirements of the Securities Act of
1933, pursuant to Section 4(2) thereof, and have not been
registered under the Securities Act or any state securities laws.
Therefore, the Warrants -- and the common stock underlying the
Warrants -- may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.

In connection with the issuance of the Warrants, on June 29, 2009,
the Company entered into a Warrant Agreement, with Lewis W.
Dickey, Jr., the Company's Chairman, President and Chief Executive
Officer, John W. Dickey, our Executive Vice President and Co-Chief
Operating Officer, Lewis W. Dickey, Sr., Michael W. Dickey, David
W. Dickey, the Lewis W. Dickey Revocable Trust, DBBC, LLC, and the
Consenting Lenders thereto.

Pursuant to the Warrant Agreement, each Warrant is immediately
exercisable to purchase all or part of the number of shares of the
Company's Class A Common Stock underlying such Warrant, at an
exercise price of $1.17 per share.  The Warrants will expire on
June 29, 2019.  The Warrants will have appropriate adjustments for
stock splits, stock dividends and other recapitalization events.

Pursuant to the Warrant Agreement, holders of the Warrants are
also entitled to (i) cashless exercise of the Warrants; (ii)
certain "tag-along" rights to participate pro-rata in any sale,
transfer or disposition to the Company or a third party (other
than permitted transferees) of 50% or more of the Class A common
stock owned by the Dickey Family as of the date of the Warrant
Agreement; and (iii) certain registration rights if Rule 144 of
the Securities Act (or such other available rule or regulation) is
not fully available to allow the Class A common stock underlying
the Warrants to be sold to the public without registration.

A full-text copy of the Form of Warrant Certificate is available
at no charge at http://ResearchArchives.com/t/s?3eed

A full-text copy of the Warrant Agreement is available at no
charge at http://ResearchArchives.com/t/s?3eef

Cumulus Media discloses that it has various relationships with
Bank of America, N.A., the administrative agent under the Amended
Credit Agreement, and its affiliates.  Two affiliates of Bank of
America, N.A. together beneficially own 100%, of the Company's
nonvoting Class B Common Stock, which are convertible on a one-
for-one basis into shares of the Company's Class A Common Stock.
Assuming conversion of those shares, together with existing
holdings of the Company's Class A Common Stock, those two
affiliates would beneficially own roughly 16% of the total voting
power of the Company's common stock.  One such affiliate, BA
Capital Company, L.P., has the right to designate one member of
the Company's board of directors, and Robert H. Sheridan, III
currently serves as BA Capital's designee.  Finally, the Company
is a party to an interest rate swap agreement with Bank of
America, N.A.

In addition, some of the other lenders under the Amended Credit
Agreement, or their affiliates, have various relationships with
the Company involving the provision of financial services,
including cash management, investment banking and brokerage
services.  These lenders or their affiliates receive, and expect
to receive, customary fees and expenses for these services.

The Company's sole financial advisor in connection with the
amendment was Citadel Securities, a division of Citadel
Derivatives Group LLC.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. is the second
largest radio broadcaster in the United States based on station
count, and combined with its affiliate, CMP Media Partners, LLC,
the Company is the fourth largest radio broadcast company in the
United States based on net revenues, controlling approximately 350
radio stations in 68 U.S. media markets.

As of March 31, 2009, the Company had $523,554,000 in total assets
and $775,363,000 in total liabilities, resulting in $251,809,000
in stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Cumulus Media's Corporate
Family rating to Caa1 from B3, its Probability of Default rating
to Caa2 from Caa1 and the rating on its $850 million credit
facility ($100 million revolver due 2012 and $750 million term
loan due 2014) to Caa1 from B3.  The rating outlook is negative.
The downgrade of the CFR to Caa1 largely reflects Moody's
expectation that recessionary market conditions will continue to
prevail within Cumulus' served markets over the near-to --
intermediate term, placing pressure on the company's top line and
compressing its free cash flow.


DAN MOSER: Meeting of Creditors Set for August 5 in North Carolina
------------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Western District of
North Carolina will convene a meeting of creditors in Dan Moser
Company, Inc.'s Chapter 11 case on August 5, 2009, at 2:00 p.m.
The meeting will be held at the U.S. Bankruptcy Administrators
Office, 402 West Trade Street, Suite 205, Charlotte, North
Carolina.

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

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

Indian Trail, North Carolina-based Dan Moser Company, Inc.,
operates a real estate company.

The Company filed for Chapter 11 on June 26, 2009 (Bankr. W. D.
N.C. Case No. 09-31694).  G. Martin Hunter, Esq., at Shuford
Hunter, PLLC, represents the Debtor in its restructuring efforts.
The Debtor listed $10 million to $50 million in assets and
$1 million to $10 million in debts.


DAN MOSER: Wants to Hire Shuford Hunter as Bankruptcy Counsel
-------------------------------------------------------------
Dan Moser Company, Inc., asks the U.S. Bankruptcy Court for the
Western District of North Carolina for authority to employ Shuford
Hunter, PLLC, as counsel.

Shuford Hunter will, among other things:

   -- represent the Debtor and debtor-in-possession

   -- provide legal advice concerning its rights, duties, and
      obligations concerning the Chapter 11 case; and

   -- undertake immediate actions as may be appropriate or
      necessary in connection with the preservation and
      realization of the equity of the Chapter 11 estate.

The hourly rates of Shuford Hunter's personnel are:

     Partners                             $300
     Associates                           $225
     Paraprofessionals                    $125

G. Martin Hunter, a member at Shuford Hunter, tells the Court that
pre-bankruptcy, Shuford Hunter received from Sharon Moser $31,000
in payment of fees.  Of the said funds $25,391 remains and is
being held in the firm's trust account subject to disbursement.

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

Mr. Hunter can be reached at:

     Shuford Hunter, PLLC
     301 S. McDowell St., Suite 1012
     Charlotte, NC 28204
     Tel: (704) 377-8764
     Fax: (704) 377-0590

                   About Dan Moser Company, Inc

Indian Trail, North Carolina-based Dan Moser Company, Inc.
operates a real estate company.

The Company filed for Chapter 11 on June 26, 2009 (Bankr. W.D.
N.C. Case No. 09-31694).  G. Martin Hunter, Esq., at Shuford
Hunter, PLLC, represents the Debtor in its restructuring efforts.
The Debtor listed $10 million to $50 million in assets and
$1 million to $10 million in debts.


DAYTON SUPERIOR: Asks Court to Establish Aug. 25 Claims Bar Date
----------------------------------------------------------------
Dayton Superior Corporation asks the U.S. Bankruptcy Court for the
District of Delaware to establish August 25, 2009, at 5:00 p.m.
(Prevailing Pacific Time) as the bar date for the filing of proofs
of claim in its bankruptcy case, and October 19, as the bar date
with respect to claims of governmental units.

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel..  Russell C.
Silberglied, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DAYTON SUPERIOR: Schedules $225.9MM in Assets, $379.6MM in Debts
----------------------------------------------------------------
Dayton Superior Corporation has filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------     -------------
  A. Real Property                $2,906,415
  B. Personal Property          $223,038,950
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $204,651,300
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $174,980,270
                                ------------     ------------
           TOTAL                $225,945,365     $379,631,570

A copy of Dayton Superior's, Inc.'s schedules of assets and
liabilities is available at:

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

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel..  Russell C.
Silberglied, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DENNIS SPIELBAUER: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Dennis S. Spielbauer has filed with the U.S. Bankruptcy Court for
the Northern District of California amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,182,500
  B. Personal Property                70,518
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims (as amended)                   $6,999,786
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $80,018
                                 -----------       ----------
TOTAL                            $10,253,018       $7,081,304

A copy of Dennis S. Spielbauer's original schedules of assets and
liabilities is available at:

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

A copy of Dennis S. Spielbauer's amended Schedule C, Schedule D
and Schedule I is available at:

    http://bankrupt.com/misc/spielbauer.amendedschedules.pdf

Headquartered in San Jose, California, Dennis S. Spielbauer dba
Royal Pacific Properties, Golden Gate Financial Management filed
for Chapter 11 protection on March 10, 2009 (Bankr. N.D. Calif.
Case No. 09-51654).  David A. Boone, Esq., at the Law Offices of
David A. Boone, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, he listed between
$10 million and $50 million each in assets of and debts.


DETROIT PUBLIC SCHOOLS: Talks to Ex. Judge Graves About Chapter 9
-----------------------------------------------------------------
Marisa Schultz at The Detroit News reports that Detroit Public
Schools' Emergency Financial Manager Robert C. Bobb met with
retired U.S. Bankruptcy Judge Ray Reynolds Graves last week at the
district's offices in the Fisher Building for a "deep and in-depth
discussion" on Chapter 9 bankruptcy.  Detroit Free Press reporters
relate that district officials met with a bankruptcy attorney two
weeks ago "to gather information."

The Detroit Public School System has closed dozens of schools,
plans to close more, has laid off more than 2,400 workers, cut
funding to the Children's Museum, and, after spending more than
its taken in over the past seven years, projects its deficit
topped $275 million on June 30, 2009.

Mr. Schultz reports that Mr. Bobb does not have the School Board's
support for a bankruptcy filing.

Judge Graves sat on the bench from 1982 to 2002 in the U.S.
Bankruptcy Court for the Eastern District of Michigan, and served
as Chief Judge from 1991 to 1995.  Judge Graves is a former
Adjunct Professor of Law at the University of Detroit Mercy School
of Law and occupied a seat on the Board of Governors of the
National Conference of Bankruptcy Judges.

In February, Moody's Investors Service cut a series of bonds
maturing in 2011 and secured by the district's general obligation
unlimited tax pledge to Ba2, citing the district's limited revenue
raising flexibility; long-term trends of population erosion
resulting in declining enrollment and revenue trends; a weakened
balance sheet supported by previously issued deficit elimination
bonds; significant deferred maintenance needs; and limited
availability of information regarding future financial projections
and operating plans of the district.

The Detroit Public Schools' Office of the Emergency Financial
Manager maintains a Web site at:

      http://www.detroit.k12.mi.us/admin/finance/manager/

providing public disclosure about the School System's financial
condition, Fiscal Year 2010 budget, and restructuring plans.


DEX MEDIA: Bank Debt Trades at 24% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 75.75 cents-
on-the-dollar during the week ended Friday, July 10, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.61
percentage points from the previous week, The Journal relates.
The loan matures on Nov. 8, 2009.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 10, 2009, among
the 144 loans with five or more bids.

Dex Media East LLC is a subsidiary of Dex Media East, Inc., and an
indirect wholly owned subsidiary of Dex Media, which is a direct
wholly owned subsidiary of R.H. Donnelley Corporation. Dex Media
East is the exclusive publisher of the "official" yellow pages and
white pages directories for Qwest Corporation, the local exchange
carrier of Qwest Communications International Inc., in Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota -- the Dex East States.  Together with its parent, RHD, Dex
Media is one of the nation's largest Yellow Pages and online local
commercial search companies, based on revenue.  During 2006, Dex
Media East's print and online solutions helped more than 200,000
national and local businesses in seven states reach consumers who
were actively seeking to purchase products and services.  During
2006, Dex Media East published and distributed more than 23
million print directories.  Two of its largest markets are
Albuquerque and Denver.

                          *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West
LLC to 'D' from 'CC'.  S&P lowered its issue-level ratings to 'D'
from 'C' on these:

  -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015;
  -- Dex Media Inc.'s 8% senior notes due 2013; and
  -- Dex Media Inc.'s 9% senior notes due 2013;

S&P affirmed all of its other outstanding ratings on R.H.
Donnelley-related entities, including the 'CC' corporate credit
rating on Dex Media East LLC.  The outlook on this rating is
negative.


DOT VN: Amends Domain Monetization Agreement with NameDrive
-----------------------------------------------------------
Dot VN on June 24, 2009, entered into a Domain Monetization
Agreement with NameDrive, LLC to implement and operate
monetization programs for (i) unregistered or expired domain names
for the Vietnamese ".VN" ccTLD -- Registry Monetization Program --
and (ii) registered domain names for the Vietnamese ".VN" ccTLD --
Domain Parking Program.

On July 6, 2009, Dot VN and NameDrive entered into an Amended and
Restated Domain Registry Monetization Contract to make certain
administrative revisions to the Domain Monetization Agreement;
however, all material terms and conditions of the agreement remain
unchanged.

The Domain Registry Monetization Contract is the first step by Dot
VN and its wholly owned subsidiary, Hi-Tek Multimedia, Inc., to
implement programs which promote and advertise the registration of
the ".VN" domain name through a "Parking Page" program under the
Company's exclusive contract with Vietnam Internet Network
Information Centre.  Pursuant to the Parking Page Contract, the
Company will provide the tools, advanced technology infrastructure
and marketing to implement and administer Parking Pages which in
the event that a domain name is not registered or is expired (the
Wild Carding Program) will direct the requestor to a default
website administered by the Company and NameDrive providing the
option to register the domain name as well as specific advertising
based on automated semantic rendering of type-in traffic.

                         About Dot VN, Inc.

Dot VN, Inc. (OTC: DTVI.PK) -- http://www.dotvn.com-- offers
Internet services and related online business e-commerce services
in Vietnam and internationally.

At January 31, 2009, the company's balance sheet showed total
assets of $2,192,062 and total liabilities (all current) of
$11,436,827 resulting in a shareholders' deficit of $9,244,765.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 23, 2008,
Chang G. Park, CPA, from San Diego, California, expressed on
Sept. 10, 2008, substantial doubt about Dot VN Inc.'s ability to
continue as a going concern after auditing the company's condensed
consolidated balance sheet as of July 31, 2008.  The auditing firm
reported that the company experienced losses from operations.

The auditor said the company has had limited revenues due to
the early stage of its efforts to transition into the marketing of
its Internet resources.  Consequently, the company has incurred
recurring losses from operations.  These factors, as well as the
risks associated with raising capital through the issuance of
equity and debt securities creates uncertainty as to the company's
ability to continue as a going concern, the auditor continued.


DOT VN: Executes Convertible Promissory Note for Louis Huynh
------------------------------------------------------------
Dot VN Inc. and Louis P. Huynh, the Company's General Counsel,
Executive Vice President of Operations and Business Development
and Corporate Secretary, executed a 100% Convertible Promissory
Note dated July 6, 2009 in the principal amount of $113,243.81
issued in consideration for, and in satisfaction of, accrued
salary and interest accruing since August 7, 2007 through July 6,
2009 by Mr. Huynh under his employment agreement with Dot VN.

The note will accrue interest at a rate of 8% per annum and all
outstanding principal and accrued and unpaid interest will become
due October 16, 2009.  All principal and accrued interest due may
be converted into common stock of Dot VN at $0.46 per share at the
option of the holder.  The Conversion Price will be adjusted
downward in the event Dot VN issues common stock (or securities
exercisable for or convertible into or exchangeable for common
stock) at a price below the Conversion Price times 90%, to a price
equal to such Subsequent Price times 110%.

On July 8, 2009, Dot VN entered into a one year lock-up agreement
with Lee Johnson, the Company's President, Chief Technology
Officer, and Chief Financial Officer and a Director; Thomas
Johnson, the Company's Chief Executive Officer and Chairman of the
Board of Directors; and Louis P. Huynh, the Company's General
Counsel, Executive Vice President of Operations and Business
Development and Corporate Secretary and a Director that they will
not offer, sell, contract to sell, grant an option to purchase, or
otherwise dispose of any shares of Common Stock owned, acquirable
or vested as of the date of the lock-up agreement until July 8,
2010.


DUANE READE: Moody's Cuts PDR to 'Ca' Following Discount Offer
--------------------------------------------------------------
Moody's Investors Service downgraded Duane Reade Inc.'s
Probability of Default rating to Ca from Caa2.

The downgrade of the company's Probability of Default rating
reflects Moody's view that Duane Reade's recently announced cash
tender offer for its $195 million, 9.75% senior subordinated notes
-- if consummated -- would constitute a distressed exchange, which
Moody's would classify as a Limited Default under its guidelines.
Duane Reade is offering to purchase the $195 million, 9.75% senior
subordinated notes for $845 per $1,000 principle amount, plus a
consent payment of $30 per $1,000 principle amount based on
certain conditions, in cash which would result a material loss for
noteholders.  The tender is conditioned upon, among other things,
the funding of a $125 million preferred equity investment by
entities associated with Oak Hill Capital Partners, LLC, and the
receipt of sufficient proceeds from the offering of new senior
secured notes and new senior subordinated notes to pay for all
notes and related consents accepted.  Moody's reflect the very
high likelihood of this event occurring through the assignment of
the Ca PD rating.  Moody's will classify this distressed exchange
as a limited default and change the PD rating back to the
appropriate level upon closing of the tender.

Moody's last rating action for Duane Reade occurred on September
30, 2008, when the company's Caa1 Corporate Family Rating, Caa3
senior subordinated note rating, and stable outlook were affirmed
while the probability of default rating was downgraded to Caa2
from Caa1 and the senior secured notes were downgraded to Caa1
from B3.

Duane Reade Inc, headquartered in New York City, operates 253 drug
stores principally in Manhattan and the outer boroughs of New York
City.  Annual revenues are approximately $1.8 billion.


DUANE READE: S&P Cuts Corp. Rating to 'CC'; Same Level as Moody's
-----------------------------------------------------------------
On July 9, 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on New York-based Duane Reade Inc. to 'CC'
from 'CCC+'.  The outlook is negative.  At the same time, S&P
lowered the subordinated debt rating to 'CC' from 'CCC-'.

S&P affirmed the ratings on Duane Reade's $225 million secured
revolving credit facility and $210 million secured floating rate
notes because the tender offer was at par value.

The negative rating outlook reflects S&P's expectation that the
corporate credit rating will be lowered to 'SD' (selective
default) following the completion of the tender offer.

These actions follow Duane Reade's announcement offered to
purchase for cash any and all of the $195 million outstanding
aggregate principal amount of 9.75% senior subordinated notes due
2011 at a discount; Duane Reade is offering $875 (including a
consent payment) for each $1,000 principal amount of subordinated
notes.  It also follows the announcement to offer for cash any and
all of the $210 million outstanding aggregate principal amount of
senior secured floating Rate Notes due 2010 at par; Duane Reade is
offering for each $1,000 principal amount of Floating Rate Notes.
The consideration includes a consent payment.

The exchange offers expire on Aug. 4, 2009, unless terminated,
withdrawn earlier, or extended.

The tender offer for the $195 million subordinated notes
represents a substantial discount to the par amount of the
outstanding issue.  S&P views this offer as being tantamount to
default given that Duane Reade's highly leveraged capital
structure that S&P believes may be unsustainable over the
intermediate term, and the company's weak financial profile.  S&P
expects to lower the corporate credit rating to 'SD' and the
rating on the subordinated notes to 'D' following the completion
of the tender offer.

Duane Reade also expects to use a portion of the proceeds of a
$125 million preferred equity investment by entities associated
with Oak Hill Capital Partners LLC , together with the net
proceeds of an offering of new senior subordinated notes to fund
the purchase of the 9.75% subordinated notes.  Duane Reade also
expects to use the net proceeds of an offering of new senior
secured notes, together with cash on hand, to fund the tender of
the floating rate notes.

S&P intends to assign ratings to the new secured notes and new
subordinated debt shortly and to reassess the corporate credit and
issue ratings following the completion of the debt tender offer.
It is S&P's preliminary expectation that, if the tender offers and
new debt transactions are completed as contemplated, S&P would
raise the corporate credit rating to 'B-'.  This preliminary view
recognizes that the post-tender capital structure is likely
to provide increased financial flexibility as it extends debt
maturities and improves the company's liquidity position.
However, debt leverage would remain very high since S&P expects to
treat the preferred equity investment as debt.

Duane Reade is one of the largest drug chains in the New York
metropolitan area; more than half of its 252 stores are in
Manhattan.  Although Duane Reade has achieved relatively stable
operating results in recent quarters due to management's operating
and merchandising initiatives, the company's performance remains
vulnerable to an economic downturn in New York City, and it
continues to face intense competition from national drugstore
chains and the mail-order divisions of pharmacy benefit managers.
Despite relatively stable operating results, Duane Reade's
financial profile is very weak, characterized by an onerous
capital structure and very thin cash flow protection.

The outlook is negative, reflecting S&P's expectation to lower the
rating on Duane Reade Inc. to 'SD' following the completion of the
exchange offer.


DUNE ENERGY: Wells Fargo Amends "Change of Control" Term
--------------------------------------------------------
Dune Energy, Inc., on July 7, 2009, entered into a Second
Amendment to its Credit Agreement dated as of August 4, 2007, with
Wells Fargo Foothill.

The sole purpose of the Second Amendment was to amend the
definition of "Change of Control" to mean:

     (a) that any "person" or "group" (within the meaning of
         Sections 13(d) and 14(d) of the Exchange Act), other
         than Permitted Holders, becomes the beneficial owner
         (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of 15%, or more, of the Stock
         of Parent having the right to vote for the election of
         members of the Board of Directors,

     (b) that a majority of the members of the Board of
         Directors do not constitute Continuing Directors,

     (c) that Parent ceases to own and control, directly or
         indirectly, 100% of the outstanding Stock of each
         other Loan Party,

     (d) either James Watt or Frank Smith shall cease to be
         involved in the day to day operations and management
         of the business of Parent, and a successor reasonably
         acceptable to Agent and Lenders is not appointed on
         terms reasonably acceptable to Agent and Lenders
         within 30 days of such cessation of involvement, or

     (e) any "Change of Control" or similar term, as defined in
         the Second Secured Debt Documents."

The Company entered into the Second Amendment as a result of a
breach of the Change of Control covenant that occurred on May 6,
2009, when it was notified that the holders of $5.1 million of its
Senior Redeemable Convertible Preferred Stock had elected to
convert such shares of Preferred Stock into 8,127,044 shares of
the Company's common stock, par value $0.001 per share.

"In the second quarter 21,116 preferred shares were converted into
31.2 million common shares resulting in 139.5 million common
shares outstanding at the end of the quarter," the Company said in
a news statement.

Previously, the Credit Agreement provided that certain "Permitted
Holders" were required to own and control 51% or more of the
Company's outstanding shares of Common Stock.  As a result of the
issuance, the Permitted Holders no longer held 51% or more of the
Company's outstanding Common Stock, constituting an Event of
Default.

The Permitted Holders held approximately 40.3% of the outstanding
Common Stock of the Company at the end of the quarter.

The Permitted Holders were defined as Itera Holdings BV, Natural
Gas Partners VII, LP, Alan Gaines and James Watt.

The Second Amendment cures such Event of Default by eliminating
the requirement that Permitted Holders hold in excess of 51% of
our outstanding shares of Common Stock.

The Second Amendment also provides that a Change of Control will
be deemed to occur if either James A. Watt, the Company's
President and Chief Executive officer or Frank Smith, its Chief
Financial Officer, are no longer involved in its day to day
operations, and a successor reasonably acceptable to its senior
lender is not appointed on reasonable terms within 30 days.

All other terms of the credit agreement remain unchanged.  At the
end of the second quarter Dune had $12.8 million in cash and $17
million borrowed against the $35 million available under the
revolver.  This amount will be classified as current liabilities
at the end of the quarter as the maturity of the facility is under
one year. The revolver availability is subject to a mid year
review of reserves subject to the credit agreement.

Dune and Wells Fargo Foothill continue discussions to amend the
Credit Agreement to extend the term beyond the current maturity
date of May 15, 2010 and increase the availability under the
revolver to up to $50 million which is the maximum amount
permitted by the Company's other loan documents.  To achieve the
$50 million availability, additional properties would have to be
committed to the revolver.

James A. Watt, the Company's President and Chief Executive Officer
stated "We are pleased that Wells Fargo Foothill agreed to this
amendment to cure a non-financial Event of Default and we look
forward to working with them once we conclude our mid year reserve
report on potentially structuring a longer term credit agreement."

A full-text copy of the Second Amendment to Credit Agreement
dated as of July 7, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?3ef5

                       About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

At March 31, 2009, the Company had $389,659,361 in total assets;
$348,630,528 in total liabilities and $227,107,896 in redeemable
convertible preferred stock, net of discount; resulting in
$186,079,063 in stockholders' deficit.


E*TRADE FIN'L: "Worst of Times" Not Yet Over, Says CEO Layton
-------------------------------------------------------------
E*TRADE Financial Corporation filed on Form DEFA14A with the
Securities and Exchange Commission on July 7, 2009, a letter by
Donald H. Layton, Chairman of the Board and Chief Executive
Officer of the Company, to E*TRADErs.

     Dear E*TRADErs:

     Over the past year I have frequently likened E*TRADE's
     current position to that famous line from Charles Dickens'
     A Tale of Two Cities -- "it was the best of times, it was
     the worst of times."

     Well, soon I will need to find a new phrase to use --
     because our recently-completed equity issuances and
     pending debt exchange are making a major dent in the
     "worst of times."

     Let me explain.

     The "best of times" continues to reflect how well our
     actual operating business is performing.  In fact, online
     brokerage may be the only sector of the consumer financial
     services industry that is having a good year.  And as
     shown by our strong customer metrics through the end of
     May, you all have been doing a great job making sure that
     E*TRADE is getting its fair share of the business, growing
     right along with our top competitors.

     The "worst of times" has referred to our credit losses and
     the subsequent need for capital to ensure our balance
     sheet remains strong for our customers.  And this is where
     "the times" are most assuredly improving:

        * The approximately $586 million of net cash equity
          raised in the second quarter of 2009 has materially
          strengthened our balance sheet.  E*TRADE Bank's
          capital ratios are now much stronger than they were
          at the beginning of the year.

        * If we complete our pending debt exchange -- which was
          more heavily subscribed than we had hoped -- our debt
          interest expense at the Parent company will be cut by
          more than half.

        * Through the end of May, we have seen declines in loan
          delinquencies -- which are the precursor to charge-
          offs.  While these metrics remain high, we are
          encouraged by the trends and, as such, have publicly
          predicted a material reduction in loan losses in the
          second half of 2009.

     However, while credit is becoming demonstrably less bad,
     it is simply too early to declare the "worst of times"
     totally behind us.  Provision for loan losses, while most
     recently declining, are still high enough that we are
     running a bottom-line loss.  In order to return to
     quarterly profitability, we will need to see a substantial
     reduction in the amount of money we set aside to cover
     loan loss provisions.

     My personal goal is to be in a position to retire the
     "worst of times" description -- dead and happily gone --
     later this year.

     I know you all are looking forward to that as much as I
     am.

     [O]n Tuesday, July 22, we will report our second quarter
     financial results.  I encourage you all to read the
     earnings  release and to listen to our quarterly investor
     call that evening for additional information on our
     progress.

     In the meantime, thanks for all of your hard work and for
     keeping the faith with E*TRADE and its customers.

     Don

                      About E*TRADE FINANCIAL

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

                           *     *     *

As reported by the Troubled Company Reporter on July 8, 2009,
Moody's Investors Service confirmed the B3 long-term issuer rating
of E*TRADE Financial Corporation, and the Ba3 deposit rating of
E*TRADE Bank, the company's thrift subsidiary.  Moody's also
raised to B3 from Caa3 the ratings on E*TRADE's outstanding senior
unsecured bonds.  The outlook on all the ratings is negative.
This concludes the ratings review originally commenced April 29,
2009.  The ratings confirmation follows E*TRADE's announcement of
the results of the early round of its debt exchange tender offer:
$1.7 billion of its interest-bearing senior unsecured bonds will
be exchanged for zero-coupon 10-year senior unsecured
convertibles.  The exchange transaction requires the approval of
the Office of Thrift Supervision, E*TRADE's primary regulator; it
also needs to be approved at the shareholders meeting in August.
The rating action is predicated on Moody's expectation that the
exchange will be approved and completed.

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


E*TRADE FIN'L: Amends BNY Mellon Indentures to Allow TARP Loan
--------------------------------------------------------------
E*TRADE Financial Corporation reports that on July 9, 2009 --
having received the requisite consents through the Exchange Offer
and Consent Solicitation launched on June 22 -- it entered into
supplemental indentures to the indentures governing its 8% Senior
Notes due 2011 and 12.5% Springing Lien Notes due 2017.

The supplemental indentures amend the terms of the 2011 Notes and
2017 Notes to permit the Company to participate in the U.S.
Department of Treasury's TARP Capital Purchase Program in the
event the Company's application is approved.  In addition, the
supplemental indenture to the indenture relating to the 2017 Notes
also amends the definition of "Change of Control" in the indenture
relating to the 2017 Notes to make clause (1) of the definition
(concerning the beneficial ownership of the Company's capital
stock) consistent with the analogous provision in the indentures
relating to the 2011 Notes and the Company's 7.375% Senior Notes
due 2013 and 7.875% Senior Notes due 2015.

As reported by the Troubled Company Reporter, E*TRADE launched a
debt exchange offer for certain of its outstanding high-yield
notes.  Pursuant to the Exchange Offer, the Company offers to
exchange more than $1.7 billion of newly-issued zero coupon
Convertible Debentures due 2019 for all of its 8% Senior Notes due
2011 and a portion of its 12.5% Springing Lien Notes due 2017.  In
connection with the Exchange Offer, the Company solicited and
obtained consents to amendments and waivers of certain provisions
of the indentures governing the Notes during the period ended at
midnight, New York City time, on July 1, 2009.

A full-text copy of the Third Supplemental Indenture dated as of
July 9, 2009, between E*TRADE Financial Corporation and The Bank
of New York Mellon, as trustee, relating to the 2011 Notes, is
available at no charge at:

              http://ResearchArchives.com/t/s?3ef0

A full-text copy of the Third Supplemental Indenture dated as of
July 9, 2009, between E*TRADE Financial Corporation and The Bank
of New York Mellon, as trustee, relating to the 2017 Notes, is
available at no charge at:

               http://ResearchArchives.com/t/s?3ef1

                      About E*TRADE FINANCIAL

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

                           *     *     *

As reported by the Troubled Company Reporter on July 8, 2009,
Moody's Investors Service confirmed the B3 long-term issuer rating
of E*TRADE Financial Corporation, and the Ba3 deposit rating of
E*TRADE Bank, the company's thrift subsidiary.  Moody's also
raised to B3 from Caa3 the ratings on E*TRADE's outstanding senior
unsecured bonds.  The outlook on all the ratings is negative.
This concludes the ratings review originally commenced April 29,
2009.  The ratings confirmation follows E*TRADE's announcement of
the results of the early round of its debt exchange tender offer:
$1.7 billion of its interest-bearing senior unsecured bonds will
be exchanged for zero-coupon 10-year senior unsecured
convertibles.  The exchange transaction requires the approval of
the Office of Thrift Supervision, E*TRADE's primary regulator; it
also needs to be approved at the shareholders meeting in August.
The rating action is predicated on Moody's expectation that the
exchange will be approved and completed.

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


ELECTROGLAS INC: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Electroglas, Inc.
        5729 Fontqanoso Way
        San Jose, CA 95138

Case No.: 09-12416

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Electroglas International, Inc.                    09-12417

Type of Business: The Debtor operates a semiconductor
                  manufacturing machinery.

Chapter 11 Petition Date: July 9, 2009

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

Judge: Peter J. Walsh

Debtor's Counsel: David B. Stratton, Esq.
                  Pepper Hamilton LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  Email: strattond@pepperlaw.com

                  James C. Carignan, Esq.
                  Pepper Hamilton LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19801
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  Email: carignaj@pepperlaw.com

Total Assets: $19,625,000

Total Debts: $31,542,000

The petition was signed by Thomas E. Brunton, the company's chief
financial officer.

A. Electroglas Inc.'s List of 21 Largest Unsecured Creditors:

Entity                    Nature of Claim        Claim Amount
------                    ---------------        ------------
Anthem Blue Cross of      Insurance              $45,315
California

Arthur J. Gallagher       Trade Debt             $29,473
& Corporation

California State Board    Taxes                  $42,573
of Equalization

Centerbeam, Inc.          Trade Debt             $28,809

Certact Engineering       Trade Debt             $63,778
Pte Ltd.

Cognex Corp.              Trade Debt             $17,980

County of Santa Clara     Taxes                  $59,009

Epson America Inc.        Trade Debt             $34,160

Execuforce LLC            Trade Debt             $16,639

Flextronics Sales         Trade Debt
& Marketing North

Flextronics Sales         Trade Debt             $471,359
& Marketing North
Unit 7 Main Office
Tower
Jalan Merdeka 87000
Malaysia

GRE Fontanoso             Trade Debt             $123,059

Innovated Packaging       Trade Debt             $18,000
Corporation Inc.

Jarvis Manufacturing      Trade Debt             $26,539
Incorporated

Kaiser Foundation         Insurance              $19,849
Health Plan, Inc.

Labtronix Precision       Trade Debt             $16,542
Manufacturing

NPI Solutions, Inc.       Trade Debt             $20,513

Panasonic Electric        Trade Debt             $23,930
Works
Corp of America

RDC Machine, Inc.         Trade Debt             $17,188

The Bank of New York      Notes
Trust Co., N.A., as
Trustee for the
Bondholders

U-Freight America, Inc.   Trade Debt             $85,274


EMPIRE RESORTS: Amends Consulting Pact with Nima Asset Management
-----------------------------------------------------------------
Empire Resorts, Inc., on July 9, 2009, entered into an amended and
restated agreement, dated as of April 8, 2009, with Nima Asset
Management LLC.

Nima Asset Management LLC will provide the services of Eric Reehl,
presently the Company's chief restructuring officer, to serve as
interim chief financial officer of the Company effective as of
July 8, 2009, as well as continuing to serve as chief
restructuring officer.  Mr. Reehl will assist in the Company's
efforts to identify, negotiate and secure additional debt or
equity capital and will coordinate the Company's restructuring
efforts.

The Company will pay Nima a $20,000 retainer per month for a term
of six months from April 8, 2009, to continue on a monthly basis
unless terminated by either party on 30-days' notice.  In the
event that the Company achieves, exchanges or otherwise modifies
or resolves conclusively all first and second mortgage
indebtedness of the Company before September 30, 2009, the Company
will issue to Nima (or its designee) $300,000 reduced by any
portion of the Retainer previously paid to Nima.

A full-text copy of the Amended and Restated Letter Agreement,
dated as of April 8, 2009, between Empire Resorts, Inc. and Nima
Asset Management LLC, is available at no charge at
http://ResearchArchives.com/t/s?3ef9

                   Degliomini Employment Agreement

On June 29, 2009, the Company entered into an employment agreement
with Charles Degliomini, to continue to serve as the Company's
Executive Vice President.  The Degliomini Agreement provides for a
term ending on June 29, 2012, unless Mr. Degliomini's employment
is terminated by either party in accordance with the provisions
thereof.

Mr. Degliomini is to receive a base salary at the annual rate of
$225,000 for the first year of the Degliomini Term, $243,500 for
the second year of the Degliomini Term and $250,000 for the third
year of the Degliomini Term and such incentive compensation and
bonuses, if any, (i) as the Compensation Committee of the Board of
Directors in its discretion may determine, and (ii) to which the
Mr. Degliomini may become entitled pursuant to the terms of any
incentive compensation or bonus program, plan or agreement from
time to time in effect in which he is a participant.  The first
year salary represents a pay reduction of 10% from the previously
agreed upon salary for Mr. Degliomini, consistent with the salary
reduction imposed upon all employees.

As an additional incentive for entering into the agreement, Mr.
Degliomini received an option to purchase 300,000 shares of the
Company's common stock on April 23, 2009 pursuant to the Company's
2005 Equity Incentive Plan.  In the event that the Company
terminates Mr. Degliomini's employment with Cause (as defined in
the Degliomini Agreement) or Mr. Degliomini resigns without Good
Reason (as defined in the Degliomini Agreement), the Company's
obligations are limited generally to paying Mr. Degliomini his
base salary through the termination date.

In the event that the Company terminates Mr. Degliomini's
employment without Cause or Mr. Degliomini resigns with Good
Reason, the Company is generally obligated to continue to pay Mr.
Degliomini's compensation for the lesser of (i) 18 months or (ii)
the remainder of the term of the Degliomini Agreement and
accelerate the vesting of the options granted in contemplation of
the Degliomini Agreement, which options shall remain exercisable
through the remainder of its original 5 year term.

In the event that the Company terminates Mr. Degliomini's
employment without Cause or Mr. Degliomini resigns with Good
Reason on or following a Change of Control (as defined in the
Degliomini Agreement), the Company is generally obligated to
continue to pay Mr. Degliomini's compensation for the greater of
(i) 24 months or (ii) the remainder of the term of the Degliomini
Agreement and accelerate the vesting of the options granted in
contemplation of the Degliomini Agreement, which options shall
remain exercisable through the remainder of its original 5 year
term.

                   Ehrlich Employment Agreement

On June 29, 2009, the Company entered into an employment agreement
with Clifford Ehrlich, to continue to serve as the President and
General Manager of Monticello Raceway Management, Inc., the
Company's operating subsidiary.  The Ehrlich Agreement provides
for a term ending on June 29, 2012, unless Mr. Ehrlich's
employment is terminated by either party in accordance with the
provisions thereof.

Mr. Ehrlich is to receive a base salary at the annual rate of
$225,000 for the first year of the Ehrlich Term, $243,500 for the
second year of the Ehrlich Term and $250,000 for the third year of
the Ehrlich Term and such incentive compensation and bonuses, if
any, (i) as the Compensation Committee of the Board of Directors
in its discretion may determine, and (ii) to which the Mr. Ehrlich
may become entitled pursuant to the terms of any incentive
compensation or bonus program, plan or agreement from time to time
in effect in which he is a participant.  The first year salary
represents a pay reduction of 10% from the previously agreed upon
salary for Mr. Ehrlich, consistent with the salary reduction
imposed upon all employees.

As an additional incentive for entering into the agreement, Mr.
Ehrlich received an option to purchase 300,000 shares of the
Company's common stock on April 23, 2009 pursuant to the Company's
2005 Equity Incentive Plan.  In the event that the Company
terminates Mr. Ehrlich's employment with Cause (as defined in the
Ehrlich Agreement) or Mr. Ehrlich resigns without Good Reason (as
defined in the Ehrlich Agreement), the Company's obligations are
limited generally to paying Mr. Ehrlich his base salary through
the termination date.

In the event that the Company terminates Mr. Ehrlich's employment
without Cause or Mr. Ehrlich resigns with Good Reason, the Company
is generally obligated to continue to pay Mr. Ehrlich's
compensation for the lesser of (i) 18 months or (ii) the remainder
of the term of the Ehrlich Agreement and accelerate the vesting of
the options granted in contemplation of the Ehrlich Agreement,
which options shall remain exercisable through the remainder of
its original 5 year term.

In the event that the Company terminates Mr. Ehrlich's employment
without Cause or Mr. Ehrlich resigns with Good Reason on or
following a Change of Control (as defined in the Ehrlich
Agreement), the Company is generally obligated to continue to pay
Mr. Ehrlich's compensation for the greater of (i) 24 months or
(ii) the remainder of the term of the Ehrlich Agreement and
accelerate the vesting of the options granted in contemplation of
the Ehrlich Agreement, which options shall remain exercisable
through the remainder of its original 5 year term.

                     About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. --
http://www.empireresorts.com/-- operates the Monticello Gaming &
Raceway and is involved in the development of another gaming
resort project in the Catskills.

At March 31, 2009, the Company's balance sheet showed total assets
of $45.4 million and total liabilities of $79.5 million, resulting
in a stockholders' deficit of about $34.1 million.

                     Going Concern Doubt

In its 2008 annual report filed in March 2009, the Company said
its ability to continue as a going concern is dependent upon its
ability to negotiate a renewal or extension of the maturity dates
or to arrange financing to repay its credit facility with the Bank
of Scotland when it matures on May 29, 2009, and the holders of
the Senior Convertible Notes if they demand repayment of the notes
on July 31, 2009.  The Company said there is no assurance that it
will be successful in obtaining a result that will avoid a default
on its obligations under its credit facility or the terms of the
Senior Convertible Notes.

Friedman LLP in New York, the Company's independent registered
public accounting firm, included an explanatory paragraph in its
report dated March 13, 2009, regarding its concerns about the
Company's ability to continue as a going concern.

The Company entered into a credit facility with Bank of Scotland
on January 11, 2005.  The credit facility provides for a
$10 million senior secured revolving loan.  In addition, the
Company issued on July 26, 2004, about $65 million of 5.5% senior
convertible notes presently convertible into approximately
5.2 million shares of common stock, subject to adjustment upon the
occurrence or non-occurrence of certain events.  The notes were
issued with a maturity date of July 31, 2014, and the holders have
the right to demand that we repurchase the notes at par plus
accrued interest on July 31, 2009.  Interest is payable semi-
annually on January 31 and July 31.


EMPIRE RESORTS: Bank of Scotland Extends Loan Maturity to July 17
-----------------------------------------------------------------
Empire Resorts, Inc., on July 10, 2009, entered into an amendment
to its Loan Agreement, dated as of January 11, 2005, among the
Company, the guarantors and Bank of Scotland, as agent.  The
Amendment extends the maturity date of the Loan Agreement from
July 10, 2009, to July 17, 2009.

Pursuant to the Amendment, Empire Resorts was required to pay, in
immediately available funds and without set-off, counterclaim or
withholding of any type, to the Agent $5,800, which is the
estimated amount of interest which will accrue on the Loans from
July 10, 2009 to the Maturity Date.  The Agent was to apply the
funds on July 10, 2009 and, at its discretion, from time to time
thereafter to interest accrued on the Loans.  If any portion of
such amount shall not have been so applied on the date on which
the Obligations are repaid in full, the Agent shall refund such
portion to the Borrower.

On June 30, Empire Resorts entered into an amendment to the Loan
Agreement, extending the maturity date from June 30 to July 10.
The Company has entered into a commitment letter with a third
party lender pursuant to which the third party lender would
acquire at par, net of accrued interest, by assignment the loans
made by Bank of Scotland to the Company pursuant to the Loan
Agreement.

A full-text copy of AMENDMENT NO. 7, dated as of July 10, 2009,
among EMPIRE RESORTS, INC., the GUARANTORS, the lenders and BANK
OF SCOTLAND PLC, as agent for the Banks, is available at no charge
at http://ResearchArchives.com/t/s?3ef8

                     About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. --
http://www.empireresorts.com/-- operates the Monticello Gaming &
Raceway and is involved in the development of another gaming
resort project in the Catskills.

At March 31, 2009, the Company's balance sheet showed total assets
of $45.4 million and total liabilities of $79.5 million, resulting
in a stockholders' deficit of about $34.1 million.

                     Going Concern Doubt

In its 2008 annual report filed in March 2009, the Company said
its ability to continue as a going concern is dependent upon its
ability to negotiate a renewal or extension of the maturity dates
or to arrange financing to repay its credit facility with the Bank
of Scotland when it matures on May 29, 2009, and the holders of
the Senior Convertible Notes if they demand repayment of the notes
on July 31, 2009.  The Company said there is no assurance that it
will be successful in obtaining a result that will avoid a default
on its obligations under its credit facility or the terms of the
Senior Convertible Notes.

Friedman LLP in New York, the Company's independent registered
public accounting firm, included an explanatory paragraph in its
report dated March 13, 2009, regarding its concerns about the
Company's ability to continue as a going concern.

The Company entered into a credit facility with Bank of Scotland
on January 11, 2005.  The credit facility provides for a
$10 million senior secured revolving loan.  In addition, the
Company issued on July 26, 2004, about $65 million of 5.5% senior
convertible notes presently convertible into approximately
5.2 million shares of common stock, subject to adjustment upon the
occurrence or non-occurrence of certain events.  The notes were
issued with a maturity date of July 31, 2014, and the holders have
the right to demand that we repurchase the notes at par plus
accrued interest on July 31, 2009.  Interest is payable semi-
annually on January 31 and July 31.


EPICEPT CORP: Stockholders OK Certificate of Incorporation Changes
------------------------------------------------------------------
The stockholders of EpiCept Corporation on July 2, 2009, approved
an amendment to the Company's Third Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of the Company's Common Stock from 180,000,000 shares
(consisting of (i) 175,000,000 shares of common stock of the
Company, par value $0.0001 per share, and (ii) 5,000,000 shares of
preferred stock of the Company, par value $0.0001 per share) to
230,000,000 shares (consisting of (i) 225,000,000 shares of common
stock of the Company, par value $0.0001 per share, and (ii)
5,000,000 shares of preferred stock of the Company, par value
$0.0001 per share).

The increase in authorized shares was effected pursuant to a
Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation, filed with the Secretary of State of
the State of Delaware on, and effective as of, July 8, 2009.

                        About EpiCept Corp.

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) -- http://www.epicept.com/-- is a
specialty pharmaceutical company focused on the development of
pharmaceutical products for the treatment of cancer and pain.  The
company has a portfolio of five product candidates in active
stages of development.  It includes an oncology product candidate
submitted for European registration, two oncology compounds, a
pain product candidate for the treatment of peripheral
neuropathies and another pain product candidate for the treatment
of acute back pain.  The two wholly owned subsidiaries of the
company are Maxim, based in San Diego, California, and EpiCept
GmbH, based in Munich, Germany, which are engaged in research and
development activities.

At March 31, 2009, the Company's balance sheet showed total assets
of $12.8 million and total liabilities of $18.1 million, resulting
in a stockholders' deficit of about $5.3 million.

                       Going Concern Doubt

On March 11, 2009, Deloitte & Touche LLP in Stamford, Connecticut
raised substantial doubt about the Company's ability to continue
as a going concern after auditing financial results for the
periods ended December 31, 2008, and 2007.  The auditors pointed
to the Company's recurring losses from operations and
stockholders' deficit.


EPICEPT CORP: TBG Adjusts Loan Repayment Schedule
-------------------------------------------------
EpiCept Corporation on June 25, 2009, entered into a third
amendment to the December 2007 repayment agreement with
Technologie-Beteiligungs Gesellschaft mbH der Deutschen
Ausgleichsbank.

In August 1997, EpiCept GmbH, a wholly owned subsidiary of the
Company, entered into a 10-year non-amortizing loan in the amount
of EUR1.5 million with tbg.  The loan bore interest at 6% per
annum.  Tbg was also entitled to receive additional compensation
equal to 9% of the annual surplus (income before taxes, as defined
in the loan agreement) of EpiCept GmbH, reduced by any other
compensation received from EpiCept GmbH by virtue of other loans
to or investments in EpiCept GmbH provided that tbg is an equity
investor in EpiCept GmbH during that time period.  At the demand
of tbg, additional amounts may also have been due at the end of
the loan term, up to 30% of the loan amount.

In December 2007, pursuant to the terms of a repayment agreement,
the Company agreed to repay to tbg approximately EUR0.2 million on
December 31, 2007, representing all interest payable to tbg as of
that date.  The remaining loan balance of EUR1.5 million plus
accrued interest at a rate of 7.38% per annum beginning January 1,
2008, was due to tbg no later than June 30, 2008.  Tbg waived any
additional interest payments of approximately EUR0.5 million
provided for in the loan agreement.

As of June 25, 2009, the EUR1.5 million principal amount remains
outstanding under the loan.

Pursuant to an amendment to the December 2007 repayment agreement,
tbg agreed to allow the Company to repay the remaining loan
balance of EUR1.5 million plus accrued interest to tbg no later
than December 31, 2008, so long as the Company paid to tbg
EUR56,000, the interest accrued between January 1, 2008 and
June 30, 2008, no later than July 1, 2008.

Pursuant to a second amendment to the December 2007 repayment
agreement, tbg agreed to allow the Company to repay the loan
balance of EUR1.5 million plus accrued interest to tbg no later
than June 30, 2009, so long as the Company paid to tbg EUR56,000,
the interest accrued between July 1, 2008 and December 31, 2008.

Pursuant to the third amendment to the December 2007 repayment
agreement, signed June 25, 2009, tbg agreed to allow the Company
to repay EUR300,000 of the loan balance of EUR1.5 million plus
accrued interest of EUR56,000 to tbg no later than June 30, 2009.
The remaining loan balance of EUR1.2 million plus accrued interest
will be paid in four semi-annual installments of EUR300,000
beginning December 31, 2009.


FLYING J: Longhorn Bid Protocol Okayed; July 17 Bid Deadline Set
----------------------------------------------------------------
On July 6, 2009, the U.S. Bankruptcy Court for the District of
Delaware approved bidding procedures for the sale of substantially
all of the assets of Flying J, Inc., unit Longhorn Partners
Pipeline, L.P., and certain petroleum products belonging to
certain of the Debtors (the Line Fill), subject to competing
offers.

Pursuant to the approved bidding procedures, the deadline to
submit bids for the acquired assets and the Line Fill is July 17,
2009, at 4:00 p.m. (prevailing Eastern Time).

If necessary, the Debtors will conduct an auction on July 24,
2009, at 9:00 a.m. (prevailing Eastern Time), at the offices of
Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022.

A sale hearing will be held on July 27, 2009, at 10:30 a.m.
(prevailing Eastern Time) to confirm the results of the auction,
approve the sale of the acquired assets and the Line Fill to the
successful bidder or purchaser at the auction, and approve the
other relief requested in the bidding procedures motion.

Objections, if any, to the sale must be filed no later than
4:00 p.m. (prevailing Eastern Time) on July 20, 2009.

As reported in the Troubled Company Reporter on June 29, 2009, the
Court will convene a hearing on July 6, 2009, at 11:30 a.m. (EST)
to consider the motion of Debtors for an order approving bidding
and notice procedures and break-up fee in connection with the sale
of (i) substantially all of the assets of Flying J unit Longhorn
Partners Pipeline, L.P. and (ii) petroleum products belonging to
certain of the Debtors.

As reported in the Troubled Company Reporter on June 23, 2009,
Magellan Midstream Partners, L.P., was selected as the
"stalking horse" bidder for substantially all of the assets of
Longhorn Partners Pipeline, L.P.

The 700-mile common carrier pipeline system transports refined
petroleum products from Houston to El Paso, Texas.  A terminal in
El Paso, comprised of a 5-bay truck loading rack and over 900,000
barrels of storage, is included in the purchase.  This terminal
serves local petroleum products demand and distributes product to
connecting third-party pipelines for ultimate delivery to markets
in Arizona, New Mexico and in the future to Northern Mexico.

Magellan currently serves as the operator of the pipeline system.

The purchase price for the pipeline system is $250 million plus
the fair market value of line fill, which is currently estimated
at approximately $90 million.  Management intends to finance the
acquisition with debt.

                         Break-Up Fee

The Stalking Horse Purchase Agreement with Magellan dated
June 19, 2009, provides for a break-up fee of $3,750,000 (1.5% of
the Purchase Price) in the event that a party other than Magellan
is the successful bidder for the acquired assets at the auction.
If, however, another party is the successful bidder, and on or
prior to the last day of the auction, the applicable period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (known
commonly as the "HSR Act") applicable to the transactions
comtemplated by the APA has expired or terminated, then the break-
up fee will be $7,500,000.

A full-text copy of Flying J's proposed bidding procedures is
available at:

http://bankrupt.com/misc/flyingj.proposedbiddingprocedures.pdf

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORD MOTOR: Bank Debt Trades at 27% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Company
is a borrower traded in the secondary market at 72.88 cents-on-
the-dollar during the week ended Friday, July 10, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.75 percentage points
from the previous week, The Journal relates.  The loan matures on
Dec. 15, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ca
rating and Standard & Poor's CCC+ rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                     About Ford Motor Company

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

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

                          *     *     *

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

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


FREEDOM GROUP: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Madison, North Carolina-based Freedom
Group Inc.  The rating outlook is stable.

At the same time, S&P assigned Freedom's $180 million asset-based
revolving credit facility due 2013 an issue-level rating of 'BB'
(two notches higher than the 'B+' corporate credit rating), with 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.

In addition, S&P assigned the company's $200 million senior
secured notes due 2015 an issue-level rating of 'B+' (at the same
level as the corporate credit rating), with a recovery rating of
'4', indicating S&P's expectation of average (30% to 50%) recovery
for noteholders in the event of a payment default.

Transaction proceeds and roughly $91 million of cash will be used
to refinance existing debt at the company's two operating
companies, Remington Arms Co. Inc. (B/Stable/--) and unrated
Bushmaster Firearms International LLC.  S&P will withdraw its
ratings on Remington following the completion of the
transaction.

"The 'B+' rating reflects Freedom's leveraged capital structure,
aggressive acquisition policy, mature industry growth prospects,
significant susceptibility of profitability to increasing
commodity prices, and vulnerability to changes in regulation,"
said Standard & Poor's credit analyst Hal F. Diamond.  The
company's good positions in the highly competitive hunting and
shooting sports products market and well-known brands are modest
positives that do not offset these risks.


FRONTIER FUNDING: S&P Cuts Ratings on Class A Notes to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-'
from 'BB' on the class A note issued by Frontier Funding Co. V
LLC, an issuer of asset-backed securities backed by equipment
leases.

CIFG Assurance North America Inc. (CC/Negative/--) provides a
financial guarantee policy on the class A note.  Under S&P's
criteria, the rating on an insured obligation is the higher of the
financial strength rating on the insurer or Standard & Poor's
underlying rating on the obligation.  The 'BB-' SPUR on the class
A note is higher than the financial strength rating on CIFG.

                          Rating Lowered

                     Frontier Funding Co. V LLC

                                    Rating
                                    ------
                 Class           To          From
                 -----           --          ----
                 A               BB-         BB


GENERAL MOTORS: New GM Begins Operations; Sale Closed July 10
-------------------------------------------------------------
The sale of General Motors Corp.'s key operating assets to a new
company 60.8%-owned by the U.S. government was completed July 10.

On July 9, Judge Lewis Kaplan of the U.S. District Court for the
Southern District of New York declined to stay the sale pending
appeal.  Bankruptcy Judge Robert E. Gerber refused to issue a stay
pending appeal after having approved the sale on July 5.

Judge Kaplan said he would expedite the appeal so it could be
heard during the week of July 20.  According to Bill Rochelle at
Bloomberg News, an appeal may be futile since they're often
dismissed if a sale is completed before the appeal is decided.

The new General Motors Company began operations July 10 with a new
corporate structure, a stronger balance sheet, and a renewed
commitment to make the customer the center of everything the new
GM does, a company statement said.

"Today marks a new beginning for General Motors, one that will
allow every employee, including me, to get back to the business of
designing, building and selling great cars and trucks and serving
the needs of our customers," said Fritz Henderson, president and
CEO, in the June 10 press release.  "We are deeply appreciative
for the support we have received during this historic
transformation, and we will work hard to repay this trust by
building a successful new General Motors."

Created from the old GM's strongest operations in an asset sale
approved by the bankruptcy court on July 5, the new GM is built
on:

    * Four core brands in the U.S. and the largest, strongest
      dealer network in the country,

    * A fresh lineup of Chevrolet, Cadillac, Buick and GMC cars,
      trucks and crossovers, each with leading-edge designs and
      technologies that matter to both consumers and the
      environment,

    * A competitive cost structure, a cleaner balance sheet, and a
      stronger liquidity position that will enable GM to invest in
      new products, key technologies, and its future,

    * A winning culture focused on customers and products.

"One thing we have learned from the last 100 days is that GM can
move quickly and decisively," said Henderson.  "Today, we take the
intensity, decisiveness and speed of the past several months and
transfer it from the triage of the bankruptcy process to the
creation and operation of a new General Motors.

"Business as usual is over at GM," said Henderson. "Today starts a
new era for General Motors and everyone associated with the
company.  Going forward, the new General Motors is fully committed
to listening to customers, responding to consumer and market
trends, and empowering the people closest to the customer to make
the decisions.  Our goal is to build more of the cars, trucks, and
crossovers that customers want, and to get them to market faster
than ever before."

                Committed to Great Cars and Trucks

The new General Motors launches with a clear and simple vision --
to design, build and sell the best vehicles in the world.

"A successful auto company needs to focus on both the cost and the
revenue sides of the business," said Mr. Henderson.  "Success on
the revenue side means building the stylish, high-quality, fuel-
efficient vehicles that customers want - and getting them to
market fast."

Despite the recent downturn, GM has maintained its cadence of
strong new products.  In the U.S., for example, the Chevy Camaro
has surged past its rivals to lead its segment, while the new
Chevy Equinox, Cadillac SRX, and Buick LaCrosse are earning strong
initial reviews.  Later this year, the Cadillac CTS Sport Wagon
and GMC Terrain debut, followed next year by the Chevy Volt, Chevy
Cruze and Cadillac CTS Coupe.

This emphasis on great new products is also reflected in the Chevy
Agile now launching in Latin America, in the Chevy Cruze and Buick
Excelle in Asia Pacific, and in the new Opel Astra in Europe.

Just last month, GM announced its intention to build a new small
car at a plant in Orion Township, Michigan, which will add to GM's
growing portfolio of fuel-efficient cars and restore approximately
1,400 jobs.

GM also has moved aggressively to develop a full range of energy-
saving technologies, including advanced internal combustion
engines, biofuels, fuel cells, and hybrids.  The company is also a
leader in the development of extended-range electric vehicles,
with its first model, the Chevy Volt, currently undergoing road
testing and scheduled to launch in 2010.  The new GM is also
taking steps to make advanced battery development a core
competency, and expects to make additional announcements on this
matter late this summer.

"The success of our recent launches and the exciting new vehicles
and technologies we have in the pipeline are evidence of our
ongoing commitment to excel at everything we do," said Henderson.
"Our goal is to make each and every General Motors car, truck and
crossover the best-in-class."

                    Stronger Brands and Dealers

As part of its reinvention, the new GM has also focused its
resources on four core brands and a stronger, more effective
dealer network.

General Motors' core brands -- Chevrolet, Cadillac, Buick and GMC
-- will have a total of just 34 U.S. nameplates by 2010.  This
emphasis on fewer, better entries will enable the new GM to put
more resources into each nameplate, resulting in better products
and stronger marketing.

In May, the company accelerated its dealer consolidation efforts,
with the goal of reducing the number of GM dealers in the U.S.
from 6,000 this spring to approximately 3,600 by the end of next
year.  Even so, GM will still have the largest dealer network in
the U.S. and GM dealers have committed to continue to improve the
total customer experience for GM customers.

"We're also working on new ways to make car buying more convenient
for our customers, including an innovative new partnership with
eBay in California to revolutionize how people buy vehicles
online," Mr. Henderson said.  "Customers will be able to bid on
actual vehicles just like they do in an eBay auction, including
the option of choosing a predetermined 'buy it now' price.  We'll
be testing this and other ideas with our dealers over the next few
weeks, and hope to expand and build upon them in the coming
months.  In all cases, our goal is to make the shopping and buying
process as easy as possible for GM customers - on their time and
their terms.  Stay tuned."

               Pledge to Regain Trust and Confidence

General Motors Company is primarily owned by the governments of
the United States, Canada and Ontario, and by a trust fund
providing medical benefits to UAW retirees. Specifically, common
stock will be owned by:

    * U.S. Department of the Treasury: 60.8 percent
    * UAW Retiree Medical Benefits Trust: 17.5 percent
    * Canada and Ontario governments: 11.7 percent
    * The old GM: 10 percent

"We are very appreciative of the support provided by the
stakeholders through the transformation process.  Though General
Motors Company will not initially be publicly traded, we will be
transparent in our financial and other reporting to further
strengthen trust and confidence," said Henderson.  "We expect to
take the company public again as soon as practical, starting next
year, and to repay our government loans as soon as possible.  We
are required to pay off the loans by 2015, but our goal is to
repay them much sooner."

                      Stronger Balance Sheet

General Motors Company launches with a strong balance sheet, a
competitive cost structure, and a strong cash position, enabling
it to compete more effectively with both its U.S. and foreign-
based competitors here in the U.S., and to continue its strong
presence in growing global markets.

The new company acquired old GM's strongest operations and will
have a competitive operating cost structure, partly as a result of
recent agreements with the United Auto Workers (UAW) and Canadian
Auto Workers (CAW).

In the U.S., the new GM will be a far leaner company.  By the end
of 2010, the company will operate 34 assembly, powertrain, and
stamping plants, down from 47 in 2008, and capacity utilization is
expected to reach 100 percent during 2011.  Overall U.S.
employment will decline from about 91,000 at the end of 2008 to
about 64,000 at the end of this year, creating a company sized to
respond quickly to changes in the market, while still retaining
the global scope necessary to develop world-class products and
technologies.

The new GM will begin with a much stronger balance sheet,
including U.S. debt of approximately $11 billion, which excludes
preferred stock of $9 billion, and could change under fresh-start
accounting.  In total, obligations have been reduced by more than
$40 billion, representing mostly unsecured debt and the VEBA trust
fund that provides medical benefits to UAW retirees. The stronger
balance sheet and lower break-even point will allow the new GM to
reduce its risk, operate profitably at much lower volume levels,
and reinvest in the business in the key areas of advanced
technology and product development.

GM's subsidiaries outside the United States were acquired by the
new company and are expected to continue to operate normally
without any interruption.

                     New Way of Doing Business

With the launch of the new General Motors, company leaders will
work to change the culture of the company, making the speed and
decisiveness that GM demonstrated over the past several months the
new way of doing business, and adding an intensified focus on the
customer.

Edward E. Whitacre, Jr., who oversaw the creation of the new AT&T,
will serve as chairman of a GM board with a number of new
directors. Henderson will continue as president and chief
executive officer, working closely with Whitacre.  He also will
take responsibility for GM's operations in North America,
eliminating the GM North America president position.

To speed day-to-day decision-making, two senior leadership forums,
the Automotive Strategy Board and Automotive Product Board, will
be replaced by a single, smaller executive committee, which will
meet more frequently and focus on business results, products,
brands, and customers.

Bob Lutz has agreed to join the new GM as vice chairman
responsible for all creative elements of products and customer
relationships.  Mr. Lutz and Tom Stephens, vice chairman, product
development, will work together as a team, partnering with Ed
Welburn, vice president of design, to guide all creative aspects
of design.  GM's brands, marketing, advertising, and
communications will report to Mr. Lutz for consistent messaging
and results.  He will report to Mr. Henderson, and be part of the
newly formed executive committee.

"I am pleased to announce that we are 'unretiring' Bob Lutz so he
can fill this important position in the new GM," said Mr.
Henderson.  "He has a proven track record of unleashing creativity
in the design and development of GM cars and trucks.  This new
role allows him to take that passion a step further, applying it
to other parts of GM that connect directly with customers."

General Motors will also end its regional operating structure,
moving decisions closer to the customer.  This eliminates the
regional president positions and the regional strategy boards.
Nick Reilly will be named executive vice president of GM
International Operations (GMIO) which will be based in Shanghai.

GM is also removing layers of management - reducing the number of
U.S. executives by 35 percent and overall U.S. salaried employment
by 20 percent by the end of this year - flattening the
organization and speeding decision making.

Additional details of the new structure and leadership moves will
be communicated later this month, said Mr. Henderson.  "These and
other actions will simplify our organizational structure and
reduce the level of bureaucracy that, in the past, has prevented
GM from moving faster."

                    More Direct Communications

Mr. Henderson also announced initiatives to open more direct
communications between customers and GM employees at every level.
"Beginning next week, we will launch a 'Tell Fritz' Web site where
customers, or anyone else, can share ideas, concerns, and
suggestions directly with senior management. I will personally
review and respond to some of these communications every day."

Henderson and other General Motors leaders will go on the road
regularly to meet with consumers and others with a stake in the
new GM. "In August, we'll begin regular visits with customers,
dealers, suppliers, employees and others - in the U.S. and abroad
- who impact our relationships with customers.  We'll be listening
to their ideas, and acting on the ones that will improve our
ability to serve our customers better.  And of course, other
executives and I will continue to reach out to customers through
our ongoing web and Twitter chats.

"Today we launch the new General Motors, and our promise is
simple.  We will be profitable, we will repay our loans as soon as
possible, and our cars and trucks will be among the best in the
world," said Mr. Henderson.  "We recognize that we've been given a
rare second chance at GM, and we are very grateful for that. And
we appreciate the fact that we now have the tools to get the job
done.

"To our current customers, we appreciate the confidence that you
have placed in us, and going forward, we'll offer you nothing less
than great cars, trucks and crossovers, with unmatched customer
service. To those who have supported us through this challenging
time, we are deeply grateful," said Henderson. "And to those who
have never tried a GM vehicle -- or who have tried one and been
disappointed -- we look forward to the chance to win your business
and earn your trust."

                      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.

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$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: Bankr. Court Junks Direct Appeal to Cir. Court
--------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York denied requests by a group of
asbestos claimants and a group of accident claims litigants to
raise their appeals from the order approving the sale of General
Motors Corp.'s assets to an entity sponsored by the U.S.
Department of the Treasury directly to the Circuit Court.

The Ad Hoc Committee of Asbestos Personal Injury Claimants and a
group of individual litigants of accident claims led by Callan
Campbell, Kevin Chadwick, Edwin Agosto, Kevin Junso, and Joseph
Berlingieri, filed the certification requests.

Judge Gerber also denied the Appellants' requests to stay the Sale
Order pending hearing or ruling on their appeal.

In denying the Asbestos Committee and the Litigants' requests for
certification and stay, Judge Gerber maintained that "the most
important consideration in advancing the progress of the
[bankruptcy] case is enabling GM to complete the sale of its
assets that is essential to its survival."

"We simply don't have the luxury of letting GM languish in
bankruptcy while an appellate court considers the issues the Tort
Litigants and Asbestos Litigants want to raise," Judge Gerber
said.

Judge Gerber reiterated that GM will lose its funding if approval
of the sale transaction is not secured by July 10 adding that the
U.S. Government "is not willing to keep funding GM while creditors
block the 363 transaction to improve upon their individual
recoveries."

While there is undoubtedly a public interest in giving litigants
the ability to appeal, there are here huge contrary public
interests, which is why the U.S., Canadian and Ontario governments
are so involved in this case, Judge Gerber pointed out.  GM's
bankruptcy case, he noted, involves not just the ability of GM
creditors to recover on their claims but also the interests of
225,000 employees, an estimated 500,000 retirees, 6,000 dealers,
and 11,500 suppliers.

If GM were to have to liquidate, the injury to the public would be
staggering, Judge Gerber held.

GM's bankruptcy case, Judge Gerber added, likewise raises the
specter of systemic failure throughout the North American auto
industry, and grievous damage to all of the communities in which
GM operates.  If GM goes under, the number of supplier
bankruptcies is likely to multiply exponentially, he said.  If
employees lose their paychecks or their healthcare benefits, they
will suffer great hardship and states and municipalities would
lose the tax revenues they get from GM and the people employed by
GM, and the Government would be paying out more in unemployment
insurance and other hardship benefits, he added.

Moreover, Judge Gerber noted, the Asbestos Committee has expressed
that they could not post a bond of no less than $7.4 billion --
based on reasonable estimates of the losses of the estate to
unsecured creditors only -- thus underscoring the potential loss
to the estate.

A full-text copy of Judge Gerber's Bench Ruling is available for
free at http://bankrupt.com/misc/GM_BenchORDSaleStay&Appeal.pdf

     U.S. Treasury, et al.: Appellants Should Post a Bond

The U.S. Treasury, the Debtors, and the Official Committee of
Unsecured Creditors argued separately that the Appellants should
post a bond should the Sale Order be stayed to protect the Debtors
"against diminution in the value of property pending appeal," and
guaranteeing "the costs of delay incident to the appeal."

The magnitude of the delay that a stay of the Sale Order will
cause to GM and its beneficiaries, along with the resulting
failure to the U.S. automotive industry as a whole, would
undoubtedly be in excess of at least $80 billion, GM's bankruptcy
counsel, Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in
New York, pointed out.

The Treasury said the Appellants should post a supersedeas bond of
at least $7.4 billion to protect the parties-in-interest given
that its estimate of the difference between the liquidation value
to unsecured creditors and the value of consideration going to
these estates for distribution is between $7.4 and $9.8 billion
for the New GM equity component alone.

The Creditors' Committee estimates that the Stay risks total value
of between $53.4 billion and $66.6 billion to all GM creditors of
the difference between New GM's enterprise value and the Debtors'
liquidation value.  The Creditors' Committee asked the Court to
direct the Appellants to post "a bond of between $53.4 billion and
$66.6 billion" as condition for any grant of the Stay on the 363
Transaction.

Unless the Asbestos Claimants and the Litigants are ready to post
a sufficient bond in an amount equal to the potential direct harm
of $80 billion, they should not be allowed to interfere with --
and potentially jeopardize -- the 363 Transaction, Mr. Miller
argued.

Echoing GM's arguments, the Treasury and the Creditors' Committee
contended that there is no reason either to certify an appeal or
to stay the effectiveness of the Sale Order because either action
will delay the emergence of New GM and further erode the value of
the enterprise.

According to Mr. Miller, the issues on successor liability can and
will be addressed in the administration of the Chapter 11 cases.

"As to the public interest, the fact that the U.S. and Canadian
Governments are investing tens of billions of dollars in the 363
Transaction is eloquent, irrefutable and dispositive evidence of
the public interest," Mr. Miller told Judge Gerber.

       District Court Denies Asbestos Committee's Appeal

The Asbestos Committee, the Litigants, and a group of "rollover
case plaintiffs" in a death liability case litigated in Arizona,
consisting of Jin Ah Lee, Jungil Lee, Sang Chul Lee and Dukson
Lee, filed separate appeals to the U.S. District Court for the
Southern District of New York from the Sale Order.

According to the Litigants, their appeal stemmed from the issue on
successor liability.  Through the appeal, the Litigants ask
whether Section 363(f) of the Bankruptcy Code permits the Sale
"free and clear" of a prepetition product liability claimant's
"potential in personam claims" against the Purchaser arising under
state law theories of successor liability.

Certifying the successor liability for Appeal will materially
advance the progress of the bankruptcy case and final
determination of the Litigants' rights against the Purchaser,
Steve Jakubowski, Esq., at The Coleman Law Firm in Chicago,
Illinois, argued for the Litigants.

The Asbestos Committee asserted that the asbestos and tort
claimants will suffer irreparable harm absent a stay of the Sale
Order because the anticipated July 9, 2009 sale closing "could
arguably moot substantially all of the Asbestos Committee's
appellant rights under Section 363(m) of the Bankruptcy Code."  On
the other hand, the Asbestos Committee continued, a brief Stay to
preserve the appellate rights of the Debtors' creditors will not
substantially harm the Debtors.

District Court Judge Lewis Kaplan denied the Asbestos Committee's
Appeal echoing Judge Gerber's ruling that a stay of the Sale Order
beyond the July 10 financing deadline would lead to the
liquidation of GM, according to a report by Reuters.

The District Court would convene a hearing on the Appeals during
the week of July 20, 2009, "although . . . the appeal may be
mooted by the actual sale," Reuters said.

             F&D Committee: No Appeals Planned

The Unofficial Committee of Family & Dissident GM Bondholders
doesn't plan to take an appeal from the Sale Order because its
members "simply lack the resources needed to mount an effective
appeals," Bloomberg News said, citing a statement from the
Committee's Chairman Hal John.  In an e-mailed statement to
Bloomberg, Michael Richman, Esq., at Patton Boggs LLP, in New
York, said that the Committee has no plans to pursue an appeal.

The Unofficial F&D Committee reportedly represents the interests
of more than 1,500 bondholders with bond holdings believed to
exceed $400,000,000.

Barry Bressler, Esq., at Schnader Harrison Seal & Lewis LLP, in
Philadelphia, Pennsylvania, who represents 300 tort claimants
asserting $1.25 billion in aggregated claims against GM did not
say whether he would appeal from the Sale Order but commented that
Judge Gerber's ruling on the certification and stay requests "was
not unexpected."

                      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$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: Second Amended Sale Deal with Govt. Owned Entity
----------------------------------------------------------------
General Motors Corporation disclosed with the United States
Securities and Exchange Commission on July 8, 2009, further
amendments to the Master Sale and Purchase Agreement with NGMCO,
Inc.

The Second Amendment revises the purchase price to consist of:

  (i) a credit bid by the U.S. Department of the Treasury
      under Section 363(k) of the Bankruptcy Code, which is
      equal to (a) the loans of GM and its Subsidiaries as of
      Closing pursuant to the Treasury Department Credit
      Facilities, and (b) the loans of GM and its Subsidiaries
      as of the Closing under the DIP Facility, less
      $8,247,488,605 of loans under the DIP Facility;

(ii) the Treasury Department Warrant;

(iii) the valid issuance by Purchaser to GM of (a) 50,000,000
      shares of Common Stock and (b) the Parent Warrants; and

(iv) the assumption by Purchaser or its designated Subsidiaries
      of the Assumed Liabilities.

The Purchaser will have (i) offset the Treasury Department Credit
Bid Amount against the amount of indebtedness of GM and its
Subsidiaries owed to Purchaser as of the Closing under the
Treasury Department's Credit Facilities and the DIP Facility; (ii)
transferred to Sellers the Treasury Department's Warrant and (iii)
issued to GM, the Purchaser Shares and the GM Warrants.

Certain liabilities, which are excluded from the Purchaser's
Assumed Liabilities, are amended, to include:

  -- cash or cash equivalents in an amount equal to
     $1,175,000,000; and

  -- all Restricted Cash exclusively relating to the Excluded
     Assets or Retained Liabilities, including Purchaser
     Escrow Funds.

As of the Closing Date, the Purchaser or one of its Affiliates
will assume (i) the Parent Employee Benefit Plans and Policies,
and all assets, trusts, insurance policies and other related
Contracts; and (ii) all employee benefit plans, programs,
policies, agreements or arrangements in which employees who are
covered by the UAW Collective Bargaining Agreement participate and
all assets, trusts, insurance and other related contracts.  The
Purchaser will have no Liability with respect to any modifications
or changes to Benefit Plans, or changes made by GM prior to the
Closing Date.

With respect to non-UAW employees of Harlem, the Purchaser or one
of its affiliates may make offers of employment to those employees
at its discretion.  With respect to UAW-represented employees of
Harlem and other non-UAW employees who accept offers of employment
with the Purchaser or one of its affiliates, in addition to
obligations under the UAW Collective Bargaining Agreement with
respect to UAW-represented employees, the Purchaser will assume
all liabilities in connection with the salaries or wages and
vacation that are accrued and unpaid as of the Closing Date.

The Purchaser will also be entitled to receive full credit for
expenditures incurred by Sellers prior to the Closing towards
Advanced Technology Projects for any current or future program
sponsored by a Governmental Authority providing financial
assistance in connection with that project, including any program
pursuant to Section 136 of the Energy Independence and Security
Act of 2007.

The Amended MSPA also provides that if the U.S. Bankruptcy Court
for the Southern District of New York enters an order estimating
allowed general unsecured claims against GM to be more than
$35 billion, the Purchaser will issue additional shares of common
stock to Old GM bondholders.

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

                      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$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: Lees Want Stay Lifted to Pursue PI Suit
-------------------------------------------------------
Sang Chul Lee and Dukson Lee, natural guardians of Jin Ah Lee, ask
the U.S. Bankruptcy Court for the Southern District of New York to
lift the automatic stay to allow them to continue to prosecute a
personal injury and wrongful death action against General Motors
Corp. pending in the Coconimo County Superior Court of Arizona.
Jin Ah Lee died in a rollover accident involving one of GM's
automobile.

If the Court does not modify the automatic stay, the Lees will be
forced to choose between waiting indefinitely to proceed with the
state court action against all of the defendants, or moving to
sever the Debtors from the other defendants, proceeding with the
litigation as to the non-debtor defendants and litigating the
claims against the Debtors at some later point, the Lees assert.

The Lees further contend that judicial efficiency will be served
if the Arizona State Court is permitted to resolve all of the
litigation against all of the defendants in a single trial, and
the balance of hardships mandates that the trial proceed now
rather than late.

Permitting the Rollover Litigation to proceed will have minimal
impact on the Debtors and their estates, the Less argue.  They
point out that none of the senior management who are involved in
the Debtors' financial affairs are expected to testify at trial,
and on information and belief, the Debtors have insurance coverage
for all but the first $5,000,000 of any judgment against them.

The Bankruptcy Court will convene a hearing to consider the motion
on August 3, 2009, at 9:00 a.m. Eastern Time.  Objections are due
by July 10.

                      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$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: To Meet German Officials; Magna Board Discuss Bid
-----------------------------------------------------------------
Magna International's supervisory board will discuss the company's
bid for General Motors Corp.'s Adam Opel GmbH unit in its July 14
meeting, CNN reported.  To recall, GM has signed a memorandum of
understanding to sell majority stake in Opel to Magna, whose bid
is backed by EUR1.5 billion in bridge financing provided by the
German government.

Meanwhile, GM's executives are going to meet with German officials
to discuss competing offers for Opel, Bloomberg News said.  The
talks, the report added, will focus on the progress on a the
unit's sale to Magna as well as rival offers from Beijing
Automotive and RHJ, which has also made a concrete offer for Opel
in an effort to outplace Magna.

Beijing Automotive's bid is valued at about EUR660 million, or
approximately $924 million, according to the Wall Street Journal.
The proposals by RHJ, a Brussels-based fund that has automotive
assets including some former holdings of private- equity firm
Ripplewood Holdings LLC, and Beijing Automotive both would give GM
a larger minority stake than the Magna deal, the people said,
declining to discuss specific numbers, Bloomberg added.


                      About General Motors

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

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

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$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: NYSE Delists Nine Classes of Securities
-------------------------------------------------------
The New York Stock Exchange, Inc., notified the U.S. Securities
and Exchange Commission on July 8, 2009, of the removal from
listing or registration under Section 12(b) of the Securities and
Exchange Act of 1934 of General Motors Corp.'s nine classes of
securities:

* 7.25% Senior Notes due July 15, 2041;
* 7.25% Senior Notes due February 15, 2052;
* 7.375% Senior Notes due October 1, 2051;
* 7.375% Senior Notes due May 15, 2048;
* 7.50% Senior Notes due July 1, 2044;
* 7.25% Quarterly Interest Bonds due April 15, 2041 (QUIBS);
* 6.250% Series C Convertible Senior Debentures due 2033;
* 5.25% Series B Convertible Senior Debentures due March 6,
   2032; and
* 4.50% Series A Convertible Senior Debentures due March 6,
   2032.

The NYSE has served notices of removal from trading of GM's common
stock on June 3, 2009, and 1.50% Senior Debentures due June 1,
2009 on June 9, 2009.

Paras Madho, director of the NYSE, discloses that NYSE has
complied with its rule to strike the Securities from listing or
registration on the NYSE.

                      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$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: Six Directors Step Down From Old GM Board
---------------------------------------------------------
Erskine B. Bowles, John H. Bryan, Armando M. Codina and George
M.C. Fisher on July 6, 2009, tendered their resignations as
directors of Motors Liquidation Company or Old GM.  On July 7,
2009, Eckhard Pfeiffer tendered his resignation as a director of
Old GM and on July 8, 2009, Karen Katen tendered her resignation
as a director of Old GM.  Each of these resignations was effective
immediately.  None of the resignations of any of the directors was
due to any disagreement with Old GM.

                      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$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)


GENTA INC: Has Deal to Sell $10MM of Securities to Investors
------------------------------------------------------------
Genta Incorporated on July 7, 2009, entered into a securities
purchase agreement with certain accredited institutional investors
to place up to $10 million of units, each Unit consisting of (i)
70% of a subordinated unsecured convertible note and (ii) 30% of a
share of the Company's Common Stock, par value $0.001 per share.

The investors' identities were not disclosed.

In connection with the sale of the Units, the Company is also
issuing to the Investors two-year warrants to purchase Common
Stock in an amount equal to 25% of the number of shares of Common
Stock issuable upon conversion of the Notes purchased by each
investor at each closing.  The Company closed on the initial
tranche of $3 million of such Notes, Common Stock and Warrants on
July 7, 2009.  The per share purchase price for a share of Common
Stock in the Initial Closing was $0.002 per share.  Closing of the
additional $7 million portion is expected to occur on August 6,
2009.

The July 2009 Notes will bear interest at an annual rate of 8%
payable semi-annually in other unsecured subordinated convertible
promissory notes to the holder, and will be convertible into
shares of the Company's Common Stock at a conversion rate of
500,000 shares of common stock for every $1,000.00 of principal.
The Company shall have the right to force conversion of the July
2009 Notes, as well as all other senior secured notes, in whole or
in part if the daily volume weighted average price of the
Company's common stock exceeds $0.01 for a period of 10
consecutive trading days and certain other conditions are met.

The price per share for the Common Stock issued at the Initial
Closing, the conversion rate, and the closing bid price of $0.01,
as well as all other terms and conditions included in the
transaction documents, do not account for, and will be adjusted
upon, the effectiveness of the 1 for 50 reverse stock split
announced by the Company.

In June 2008, the Company entered into a securities purchase
agreement with certain institutional and accredited investors to
place up to $40 million of senior secured convertible notes
convertible into Common Stock with such investors.  Additionally,
in April 2009, the Company entered into a securities purchase
agreement with certain institutional and accredited investors to
place up to $12 million of senior secured convertible notes
convertible into Common Stock.

In connection with the Financing, the Company entered into a
consent and amendment agreement with certain of the 2008 Investors
and April 2009 Investors under which certain of the 2008 Investors
and April 2009 Investors, among other things, (i) consented to the
Financing and certain other events; (ii) agreed to convert the
2008 Notes, April 2009 Notes, the Other Notes issued as interest
payments and the July 2009 Notes purchased in the Financing,
subject to the 4.999% ownership limitation set forth in such
notes, on the date that is 2 business days prior to the record
date set for the Company's annual meeting; (iii) agreed that the
security interests governing their obligations under the Notes
will become unsecured as of December 1, 2009; and (iv) agreed to
convert all Notes held by such holder if the volume weighted
average price for the Company's Common Stock has exceeded $0.01
for ten consecutive trading days and the Company requests that
such holder convert.

Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman &
Renshaw Capital Group, Inc. served as the exclusive placement
agent for the offering.

The July 2009 Notes, the Common Stock and the Warrants offered and
the common stock issuable upon conversion of the 2009 Notes and
upon exercise of the Warrants, have not been registered under the
Securities Act of 1933, as amended, or any state securities laws,
and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from
registration requirements.  The Company has agreed to file a re-
sale registration statement to register the Shares and any shares
of Common Stock issuable upon conversion of the Notes and upon
exercise of the Warrants, within 30 days of the Initial Closing,
or earlier in accordance with the Securities Purchase Agreement.

                        Reverse Stock Split

On June 29, 2009, Genta said the reverse stock split would not be
effective with the opening of trading on July 1, 2009.  At a
Special Meeting of stockholders held on June 26, 2009, Genta's
stockholders approved a proposal to authorize the Board of
Directors, in its discretion, to effect a reverse split of Genta's
outstanding common stock at a ratio within a specified range.  On
June 26, the Company said a reverse stock split in a ratio of 1
for 50 would be effective with the open of trading on July 1,
2009.  A certificate of amendment has been filed with the Delaware
Secretary of State that amends Genta's certificate of
incorporation for the reverse stock split.  However, the reverse
stock split, for purposes of trading on the OTC Bulletin Board,
will not be effective until a later date due to administrative
matters.  The Company will announce a new effective trading date
when these matters are completed.

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

As reported in the Troubled Company Reporter on May 14, 2009,
Genta Incorporated said it currently projects that it will run out
of funds in June 2009 absent additional funding.  Moreover, the
Company does not have any additional financing in place.  If the
Company is unable to raise additional funds, it could be required
to reduce its spending plans, reduce its workforce, license or
sell assets or products it would otherwise seek to commercialize
on its own, or file for bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, on acceptable
terms.

Genta said its recurring losses and negative cash flows from
operation raise substantial doubt about its ability to continue as
a going concern.


GEORGIA GULF: Forecasts $4.3 Million Operating Loss in 2009
-----------------------------------------------------------
In connection with discussions by Georgia Gulf Corporation with
certain holders and their advisors of the 7.125% Senior Notes due
2013, 9.5% Senior Notes due 2014, and 10.75% Senior Subordinated
Notes due 2016 since April 15, 2009, the Company disclosed non-
public information, including forward-looking statements, pursuant
to confidentiality agreements with such holders and advisors.

The Company undertook to disclose the information publicly in the
future so that the noteholders party to the confidentiality
agreements could be released from the restrictions on trading
contained therein.

The Company's 2009 forecast includes net sales of $1.83 billion
and operating loss of $4.3 million.  The Company expects 2009
EBITDA to be $110.4 million, 2009 CapEx at $35.0 million and
negative free cash flow of $46.1 million.

A summary of the Company's Financial Projections is available at
no charge at http://ResearchArchives.com/t/s?3efb

                       About Georgia Gulf

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

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

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

                           *     *     *

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

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

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


GEORGIA GULF: Seeks Amendment to October 2006 Credit Agreement
--------------------------------------------------------------
Georgia Gulf Corporation said in a regulatory filing with the
Securities and Exchange Commission that it is seeking to amend its
senior secured credit agreement, dated as of October 3, 2006, as
amended.  The Amendment would, among other things, revise certain
financial covenants contained in the senior secured credit
agreement in connection with the Company's current private
exchange offers.

Under the Amendment, the Company's per annum margins to be used in
the calculation of interest rates and certain fees would be
replaced with the margins and fees as set forth:


                Eurodollar
                Rate Loans
                & Letter of   Bankers
  Commitment    of Credit     Acceptance   Base Rate
  Fees          Fees          Advances     Loans
  ----------    -----------   ----------   ---------
      1.0%          7.0%         7.0%         6.0%

In addition, the Amendment would provide that the applicable
interest rate for base rate loans would not be less than the
Eurodollar Rate for an interest period of one month plus 1.0%.

Currently, under the senior secured credit agreement, such
applicable per annum margins and fees are 1.0% for commitment
fees, 6.5% for Eurodollar rate loans and letter of credit fees,
6.5% for bankers acceptance advances and 5.5% for base rate loans.

As a condition to the effectiveness of the Amendment, the Company
would pay a fee of 0.50% of the commitments (after giving effect
to the reduction in commitments) and term loans outstanding to all
consenting lenders.

The Amendment would eliminate the existing minimum EBITDA
covenant, and the leverage ratios and interest coverage ratios
mandated by the senior secured credit agreement would be amended
as indicated for these periods (new vs. (existing)):

   -- Maximum Leverage Ratios

      2009:  Q2 10.30x (10.30x);
             Q3 4.80x (9.25x);
             Q4 5.55x (8.75x)

      2010:  Q1 6.45x (3.50x);
             Q2 5.55x (3.50x);
             Q3 5.10x (3.50x);
             Q4 4.75x (3.50x)

      2011:  Q1 5.15x (3.50x);
             Q2 4.85x (3.50x);
             Q3 4.60x (3.50x);
             Q4 and thereafter 3.50x (3.50x)

   -- Minimum Interest Coverage Ratios

      2009:  Q2 1.00x (1.0x);
             Q3 2.00x (1.10x);
             Q4 1.65x (1.15x)

      2010:  Q1 1.50x (3.00x);
             Q2 1.65x (3.00x);
             Q3 1.70x (3.00x);
             Q4 1.75x (3.00x)

      2011:  Q1 1.85x (3.00x);
             Q2 1.90x (3.00x);
             Q3 2.00x (3.00x);
             Q4 and thereafter 3.00x (3.00x)

Under the Amendment, the capital expenditure limitation set forth
in the senior secured credit agreement would be decreased from
$55.0 million to $45.0 million, in 2010, from $135.0 million to
$50.0 million, in 2011, and from $135.0 million to $50.0 million
per annum thereafter and the maximum quarterly cumulative
permitted capital expenditures for each of the three remaining
quarters ending March 31, 2010 would be eliminated.

In addition, the Amendment would add a new minimum fixed charge
coverage ratio and maximum senior secured leverage ratio as
follows, subject to certain specified adjustments:

                                 Minimum Fixed Charge
                                    Coverage Ratio
                                 (for quarters ended)
                                 --------------------
September 30, 2009                     1.20:1.0
December 31, 2009                      1.10:1.0
March 31, 2010                         0.90:1.0
June 30, 2010                          1.00:1.0
September 30, 2010                     1.00:1.0
December 31, 2010                      1.00:1.0
March 31, 2011                         1.05:1.0
June 30, 2011                          1.05:1.0
September 30, 2011                     1.05:1.0
December 31, 2011 and there             00:01.0

                           Maximum Senior Secured Leverage Ratio
                                (as of dates indicated)
                           -------------------------------------
September 30, 2009                     4.50:1.0
December 31, 2009                      5.20:1.0
March 31, 2010                         6.10:1.0
June 30, 2010                          5.20:1.0
September 30, 2010                     4.75:1.0
December 31, 2010                      4.45:1.0
March 31, 2011                         4.80:1.0
June 30, 2011                          4.55:1.0
September 30, 2011                     4.30:1.0
December 31, 2011 and there             50:01.0

In addition to the capital expenditure baskets, the Amendment
would allow the Company to use 50% of the first $45 million of net
cash proceeds from asset dispositions to make additional capital
expenditures.  The incremental capital expenditure allowances
would be subject to certain annual amount limitations and minimum
EBITDA requirements.

For purposes of calculating the fixed charge coverage ratio, the
Amendment would define fixed charges as the sum of cash interest
charges (other than interest charges associated with the Company's
asset securitization facility) plus scheduled principal payments
(other than scheduled principal payments associated with the asset
securitization facility) plus restricted payments.

For purposes of calculating the maximum senior secured leverage
ratio, the Amendment would define senior secured indebtedness as
the Company's consolidated funded indebtedness other than
unsecured indebtedness and other than indebtedness associated with
the Company's asset securitization facility.

For purposes of calculating the interest coverage ratio and the
fixed charge ratio, the Amendment would allow the Company to give
pro forma effect to the cancellation of debt resulting from
consummation of the current private exchange offers as if such
cancellation of debt had occurred on October 1, 2008, as well as
the $17,000,000 repayment of the Gallman, Mississippi industrial
development bond debt as if such repayment had occurred on June
30, 2008.

The Amendment would provide the Company with the ability to cure
financial covenant defaults with respect to the fiscal quarters
ending September 30, 2009, December 31, 2009 and/or March 31, 2010
through the issuance of up to an aggregate amount of $10 million
of new equity or subordinated, unsecured, payable-in-kind
indebtedness.  The net cash proceeds of any such issuance would be
treated as additional EBITDA for the relevant period for purposes
of curing any such financial covenant default.

In addition to the cure rights, the Amendment would also allow the
Company, as an additional cure right, to issue new subordinated,
unsecured, payable-in-kind indebtedness in minimum increments of
$5 million, the proceeds of which would be used to prepay loans
under the senior secured credit agreement, with such prepayments
being deemed to have been made on the first day of the relevant
period for purposes of calculating the financial covenants.
Prepayments under this provision would be required to be made
within 15 days after delivery of financial statements for the
relevant fiscal quarter.

The Amendment would also permit the Company to issue additional
subordinated, unsecured, payable-in-kind indebtedness in minimum
increments of $5 million provided that the proceeds of such
indebtedness are used to prepay the loans under the Company's
senior secured credit facility.

The Amendment would replace the $75 million minimum revolver
availability requirement with a permanent $75 million reduction in
the aggregate revolving commitments.

There can be no assurance that the Amendment will be approved.
Even if the Amendment is approved by the requisite lenders under
the senior secured credit agreement, the Amendment will not become
effective unless the Company completes its current private
exchange offers.

                       About Georgia Gulf

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

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

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

                           *     *     *

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

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

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


GEORGIA GULF: Bank Debt Trades at 19% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf Corp.
is a borrower traded in the secondary market at 80.56 cents-on-
the-dollar during the week ended Friday, July 10, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.84 percentage
points from the previous week, The Journal relates.  The loan
matures on Oct. 3, 2013.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's C rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                      About Georgia Gulf

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

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

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

                          *     *     *

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

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

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


GLOBAL SAFETY: Court Initially Moves Filing Deadline to Aug. 3
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an interim order extending until August 3, 2009, Global Safety
Textiles Holdings LLC and its debtor-affiliates' time to file
their (i) schedules of assets and liabilities; (ii) schedules of
executory contracts and unexpired leases and (iii) statements of
financial affairs.

The Debtors had asked for an August 29 extension for their
Schedules and Statements.

A final hearing to consider the Debtors' request is scheduled for
July 29, 2009, at 2:30 p.m.  Objections, if any are due on
July 22, 2009, at 4:00 p.m.

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

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

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


GLOBAL SAFETY: US Trustee Sets Meeting of Creditors for July 30
---------------------------------------------------------------
Roberta A. Deangelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Global Safety Textiles Holdings
LLC and its debtor-affiliates' Chapter 11 cases on July 30, 2009,
at  10:00 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 5th Floor, Room 5209, Wilmington, Delaware.

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.

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

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

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


GLOBAL SAFETY: Hires Epiq Bankruptcy as Claims & Notice Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Global Safety Textiles Holdings LLC and its debtor-affiliates to
employ Epiq Bankruptcy Solutions LLC as claims, noticing and
balloting agent.

The firm is expected to:

   a) prepare and serve all notice required in the case;

   b) maintain copies of all proofs of claim, and proofs of
      interest filed in the case;

   c) maintain the official claims register;

   d) maintain an up-to-date mailing list of all creditors and
      all entities who have filed proofs of claim or interest
      and request for notices in the case;

   e) assist the Debtors with the reconciliation and resolution
      of claims; and

   f) mail and tabulate ballots for purpose of voting in
      Chapter 11 cases;

The firm will charge the Debtors based on the hourly rates of its
professionals that are involved in the case:

      Designation                Hourly Rate
      -----------                -----------
      Senior Consultant          $295
      Senior Case Manager        $225-$275
      Case Manager (Level 2)     $185-$220
      IT Programming Consultant  $140-$190
      Case Manager (Level 1)     $125-$175
      Clerk                      $40-$60

The Debtors assured the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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

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

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


GLOBAL SAFETY: Wants to Hire White & Case as Bankruptcy Counsel
---------------------------------------------------------------
Global Safety Textiles Holdings LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ White & Case LLP as counsel.

W&C will, among other things:

   -- take all necessary actions to protect and preserve the
      estates of the Debtors, including the prosecution of
      actions on the Debtors' behalf, the defense of any
      actions commenced against the Debtors, the negotiation of
      disputes in which the Debtors is involved, and the
      preparation of objections to claims filed against the
      Debtors' estates;

   -- provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses and the management of their
      properties; and

   -- prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration and prosecution of the
      Debtors' Chapter 11 cases.

Gerard H. Uzzi, a partner at W&C, tells the Court that on
April 3, 2009, W&C received a $350,000 retainer.  In addition to
the retainer, W&C received $1,582,776 for professional fees and
expenses incurred from March 2009, to June 2009, with respect to
restructuring matters.

The hourly rates of W&C personnel are:

     Partners                       $435 - $1,050
     Counsel                        $420 - $1,000
     Associates                     $365 -   $685
     paraprofessionals              $205 -   $220

Mr. Uzzi assures the Court that W&C is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Uzzi can be reached at:

     White & Case LLP
     Wachovia Financial Center
     200 South Biscayne Boulevard, Suite 4900
     Miami, FL 33131-2352

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

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

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


GOLDEN EAGLE: Hurls Fraud Charges at Queenstake; Denies Breach
--------------------------------------------------------------
Golden Eagle International, Inc. on July 9, 2009, filed an Answer,
Counterclaim and Third-Party Complaints in the matter of
Queenstake Resources USA, Inc.(Plaintiff) v. Golden Eagle
International, Inc. (Defendant).; Golden Eagle International, Inc.
(Counterclaimant) v. Queenstake Resources USA, Inc. (Counter
Defendant); Golden Eagle International, Inc. (Third Party
Plaintiff) v. Francois Marland, John Does 1-10, Queenstake
Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party
Defendants), CV-C-09-544, in the Fourth Judicial District Court
for Nevada, In and For the County of Elko.

Golden Eagle denies allegations made in the Complaint filed (but
never served) by Queenstake USA on June 10, 2009.  In the
Complaint, Queenstake alleges that Golden Eagle breached an
agreement between the parties with respect to the operation of the
Jerritt Canyon mill; breached an implied covenant of good faith
and fair dealing; and committed negligence in the operation of the
mill.  Further, in the Complaint Queenstake has sought a
declaratory judgment that the Company is obligated to leave the
mill site and cease operating the mill.

Golden Eagle believes Queenstake USA's allegations are without
merit.

Golden Eagle's Counterclaim against Queenstake USA alleges that by
a pattern of fraud, misrepresentation, material omissions and
deceptive business practices Queenstake USA induced Golden Eagle
to enter into a mill operating agreement on October 14, 2008,
which called for Golden Eagle to operate the Jerritt Canyon gold
mill located 50 miles north of Elko, Nevada, for a 5-year period
and provide extensive services to prepare the mill for operations
and bring it into environmental compliance.  The Counterclaim
further alleges that Queenstake USA continued between October 2008
and June 2009, through fraudulent and deceptive means, to induce
Golden Eagle to continue to provide its administrative services
and contract with up to 82 employees, providers, suppliers and
third-party contractors, which resulted in a liability for costs
incurred by Golden Eagle, and administrative fees owed to Golden
Eagle, in excess of $2.23 million.

Other allegations include the fact that Yukon-Nevada and Marland
concluded that Golden Eagle's contract was "too lucrative" and
then tortiously interfered with the mill operating agreement
between Golden Eagle and Queenstake USA by compelling Queenstake
USA to breach its agreement and covenant of good faith and fair
dealing with Golden Eagle on June 10, 2009.  This breach, based on
the Counterclaim and Third Party Complaints, caused Golden Eagle
to lose the "benefit of the bargain," or lost profit from the
agreement, in excess of $40 million based on Queenstake USA's own
calculations and representations to Golden Eagle and the Nevada
Division of Environmental Protection.

Golden Eagle also alleges that the mill operating agreement
between the parties had all of the characteristics of a lease,
putting Golden Eagle in possession of the mill property and its
full use; ensuring Golden Eagle's quiet enjoyment of the premises;
requiring Golden Eagle to maintain and repair the property;
granting Golden Eagle access to the "common areas" on the mill
complex, etc.  As a result of these lease characteristics, Golden
Eagle has sought statutory relief under the Nevada Forcible Entry
and Detainer statutes and seeks a court order based on those
statutes putting Golden Eagle back in immediate possession of the
mill property.

Golden Eagle also alleges in its Counterclaim and Third-Party
Complaints that Queenstake USA, Yukon-Nevada and Marland have
caused the Company irreparable harm.  Golden Eagle has asked the
court for a Declaratory Judgment and a Writ of Mandamus that order
that Golden Eagle be allowed full possession of the mill property
so that it may complete its contract term of 5 years.

Golden Eagle claims Queenstake USA, Yukon-Nevada and Marland have
committed acts of oppression, fraud or malice, express or implied,
and that Golden Eagle is entitled under Nevada law to recover
punitive damages, which are calculated as three times the amount
of compensatory damages.

Golden Eagle also alleges that Queenstake Resources, Ltd. --
Queenstake Canada -- unconditionally guaranteed the agreement
between Golden Eagle and Queenstake USA, and furthermore,
unconditionally guaranteed the covenant of good faith and fair
dealing between the parties.  As a result, Queenstake Canada was
also named as a Third-Party Defendant sharing joint liability with
its wholly owned subsidiary, Queenstake USA.

Golden Eagle is represented in the case by:

     Barbara I. Torvinen, Esq.
     Torvinen & Torvinen
     225 Silver St., Suite 105
     Elko, NV 89801-3654

     -- and --

     Robert R. Wallace, Esq.
     Christopher S. Hill, Esq.
     Kirton & McConkie, P.C.
     1800 Eagle Gate Tower
     60 East South Temple
     Salt Lake City, UT 84111

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., is engaged in contract gold milling operations in the state
of Nevada in the United States.  It has also been involved in the
business of minerals exploration, mining and milling operations in
Bolivia through its Bolivian-based wholly owned subsidiary, Golden
Eagle International, Inc. (Bolivia); however it is engaged in no
operations in Bolivia at this time as certain of those operations
are suspended pending changes in the social/political and mine
taxing environments in Bolivia while the Company has terminated
its interest in other Bolivian projects.  The Company has entered
into an agreement with Queenstake Resources USA, Inc., a wholly
owned subsidiary of Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

The 2008 audit opinion included an explanatory paragraph from the
Company's auditors indicating a substantial doubt about the
Company's ability to continue as a going concern.  At March 31,
2009, the Company has $6,176,268 in total assets, $1,709,303 in
total liabilities, and $56,907,285 in accumulated deficit.


GOLDEN EAGLE: Issues Preferred Shares to Pay Down $794,450 Debt
---------------------------------------------------------------
Golden Eagle International, Inc., reports that on July 2 and 3,
2009, it entered into seven separate Series D Contingent
Convertible Preferred Stock Subscription Agreements that became
effective July 6, 2009, when it filed the Articles of Amendment to
its Articles of Incorporation with the Colorado Secretary of State
designating its new Series D Stock.

The Subscription Agreements provide for the issuance of an
aggregate of 794,450 shares of the Company's newly created Series
D contingent convertible preferred stock for satisfaction in full
of debt totaling $794,450.  The debt retired by the issuance was
comprised of debt owed to the seven separate subscribers.  The
subscribers with whom the Company entered into Subscription
Agreements, and the terms upon which the Company issued each
subscriber shares of Series D Stock, are:

     (1) Golden Eagle Mineral Holding, Inc., an entity
         unaffiliated with the Company -- with the exception of
         being a 10% or greater shareholder -- providing for the
         issuance of 282,264 shares of Series D Stock to GEMH in
         full satisfaction of a convertible debenture held by GEMH
         which came due and payable on May 1, 2009 for a debt in
         the amount of $277,289, with the addition of $4,975 in a
         long-pending interest payment unrelated to the
         convertible debenture amount due;

     (2) Jose Edmundo Arauz, providing for the issuance of 234,685
         shares of Series D Stock to Arauz in full satisfaction of
         several promissory notes issued to him over the course of
         the past year in the amount of $234,685;

     (3) The Virginia H. Penrod Living Trust, providing for the
         issuance of 50,000 shares of Series D Stock to the Penrod
         Trust in full satisfaction of a promissory note due on
         demand issued to it on July 3, 2009 in the amount of
         $25,000 and a convertible debenture issued to it on
         September 3, 2008 in the amount of $25,000;

     (4) Robert S. Chramosta, providing for the issuance of 75,000
         shares of Series D Stock to Chramosta in full
         satisfaction of a promissory note due on demand issued to
         him on June 18, 2009 in the amount of $25,000 and a
         convertible debenture issued to him on May 21, 2008 in
         the amount of $50,000;

     (5) Meridian International Holdings, S.A., providing for the
         issuance of 40,000 shares of Series D Stock to Meridian
         in full satisfaction of a promissory note due on demand
         issued to him on June 20, 2009 in the amount of $15,000
         and a convertible debenture issued to it on September 17,
         2008 in the amount of $25,000; and

     (6) Lone Star Equity Group, LLC, providing for the issuance
         of 105,500 shares of Series D Stock to Lone Star in full
         satisfaction of a promissory note due on demand issued to
         it on June 18, 2009 in the amount of $75,000, a
         convertible debenture issued to it on September 12, 2008
         in the amount of $25,000, and a promissory note due on
         demand issued to it on November 26, 2008; and

     (7) Sierra West Capital, LLC, providing for the issuance of
         7,000 shares of Series D Stock to Sierra West in full
         satisfaction of a promissory note due on demand issued to
         it on June 30, 2009 in the amount of $7,000.

The Subscription Agreements provide that the Series D Stock will
be issued in complete satisfaction of the debt owned to GEMH,
Arauz, the Penrod Trust, Chramosta, Meridian, Lone Star and Sierra
West.  In each Subscription Agreement the subscriber made
representations and acknowledgments to the Company regarding his
or its knowledge of the Company and its affairs, and each
subscriber's understanding that the acceptance of the Series D
Stock in satisfaction of the debt imposes certain risks on each
subscriber.

There were no placement agent or underwriters involved in the
transactions and no underwriting discounts or commissions were
paid in connection with the transactions.

The Series D Stock was not issued in consideration for cash.

In connection with the Subscription Agreements, on June 30, 2009
the Company's board of directors voted to approve a Certificate of
Designation of the Preferences and Rights of the Series D Stock,
which Certificate of Designation was filed with the Colorado
Secretary of State and became effective on July 6, 2009.

The amendment to the Articles of Incorporation establishes the
rights, preferences, privileges and restrictions of, and the
number of shares comprising, the Series D Stock consisting of
999,000 shares.  As a result of the issuance of the Series D
Stock, the Corporation has:

     -- 3,500,000 shares of Series A stock designated and no
        shares outstanding;

     -- 4,500,000 shares of Series B contingent convertible
        preferred stock authorized and 80,000 issued and
        outstanding;

     -- 1 share of Series C contingent convertible preferred stock
        authorized and issued; and

     -- 999,999 share of Series D contingent convertible preferred
        stock, with 794,450 issued and outstanding.

The Company currently has no plans to issue any additional shares
of the Series D Stock, although it may later determine it is
appropriate to do so.

The Certificate of Designation made each share of Series D
Preferred stock convertible to 2,500 shares of common stock.  The
conversion may only occur following the occurrence of a
"Conversion Event" as defined in the Certificate of Designation.
A Conversion Event will occur upon additional common shares being
available after the authorization by our shareholders of an
increase in the number of common shares or the reorganization of
the common stock through a reverse split.  Each share of Series D
Stock votes with the common stock, and is entitled to as many
votes as the shares of common stock into which the Series D Stock
is convertible, assuming that a Conversion Event has occurred.
The Series D Stock is entitled to dividends and distributions upon
liquidation as though it were fully converted to common stock.
The conversion may only occur following the occurrence of a
"Conversion Event" as defined in the Certificate of Designation.
The outstanding shares of Series B preferred stock and Series C
preferred stock are "Senior Securities" with respect to the Series
D Stock.

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., is engaged in contract gold milling operations in the state
of Nevada in the United States.  It has also been involved in the
business of minerals exploration, mining and milling operations in
Bolivia through its Bolivian-based wholly owned subsidiary, Golden
Eagle International, Inc. (Bolivia); however it is engaged in no
operations in Bolivia at this time as certain of those operations
are suspended pending changes in the social/political and mine
taxing environments in Bolivia while the Company has terminated
its interest in other Bolivian projects.  The Company has entered
into an agreement with Queenstake Resources USA, Inc., a wholly
owned subsidiary of Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

The 2008 audit opinion included an explanatory paragraph from the
Company's auditors indicating a substantial doubt about the
Company's ability to continue as a going concern.  At March 31,
2009, the Company has $6,176,268 in total assets, $1,709,303 in
total liabilities, and $56,907,285 in accumulated deficit.


GOLFERS' WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Golfers' Warehouse, Inc.
           aka Golfers' Warehouse
           aka Golfers' Clubhouse
           aka Golf Clubhouse
        81 Brainard Road
        Hartford, CT 06114

Case No.: 09-21911

Type of Business: The Debtor operates a golf equipment & supplies
                  retail store.

Chapter 11 Petition Date: July 9, 2009

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

Debtor's Counsel: Barry S. Feigenbaum, Esq.
                  Rogin Nassau LLC.
                  185 Asylum Street, 22nd Floor
                  Hartford, CT 06103
                  Tel: (860) 278-7480
                  Fax: (860) 278-2179
                  Email: bfeigenbaum@roginlaw.com

                  Matthew Wax-Krell, Esq.
                  Rogin Nassau LLC
                  185 Asylum Street
                  CityPlace I 22nd Floor
                  Hartford, CT 06103
                  Tel: (860) 278-7480
                  Fax: (860) 278-2179
                  Email: mwax-krell@roginlaw.com

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

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

The petition was signed by Mark S. Dube, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Thomas M. DiVenere             Loan                   $5,900,000
70 River Bend Road
Snowmass, CO 81654

Mark Blair                     Loan                   $1,410,000
435 W. Wakefield Blvd
Winsted, CT 06098

Cleveland Gold/Srixon          Trade Debt             $699,764
P.O. Box 7270
Newport Beach
CA 92658-7270

Callaway Golf                  Trade Debt             $615,013
2180 Rutherford Rd.
Carlsbad, CA 92008-7328

Nike USA, Inc.                 Trade Debt             $530,958
P.O. Box 847648
Dallas, TX 75284-7648

Taylor Made-Adidas Golf Co.    Trade Debt             $491,948
5545 Fermi Court
Carlsbad, CA 92008-7234

Mizuno Golf Company            Trade Debt             $338,293
P.O. Box Drawer 101831
Atlanta, GA 30392-1831

Sobol Family Partnership       Former Landlord        $263,502
4161 Parkview Drive
Hollywood, FL 33021

Adams Golf LTD                 Trade Debt             $220,970

Titleist                       Trade Debt             $199,490

J & M Golf                     Trade Debt             $172,378

Nicklaus Golf Equipment        Trade Debt             $169,466

Ping Inc.                      Trade Debt             $162,150

Sun Mountain Sports            Trade Debt             $86,869

Footjoy                        Trade Debt             $84,741

Etonic Worldwide LLC           Trade Debt             $69,341

Nickent Golf                   Trade Debt             $60,178


GREDE FOUNDRIES: Employs Whyte Hirschboek as Attorneys
------------------------------------------------------
Grede Foundries Inc. asks the U.S. Bankruptcy Court for the
Western District of Wisconsin for permission to employ Whyte
Hirschboek Dudek S.C. as its attorney.

The firm will, among other things:

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

   b) attend meetings and negotiate with representative of
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the
      Debtor's estate, including prosecuting actions on the
      Debtor's behalf, defending any action commenced against
      the Debtor and representing its interest in negotiations
      concerning all litigation in which the Debtor is
      involved,  including, but not limited to, objections to
      claims filed against the estate;

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

   e) take any necessary actions on behalf of the Debtor to
      obtain confirmation of a plan of reorganization.

The firm's professionals and their rates are:

      Designation          Hourly Rate
      -----------          -----------
      Shareholders         $295-$495
      Associates           $165-$275
      Paralegals           $105-$175

The Debtor assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Based in Reedsburg, Wisconsin, Grede Foundries Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Debtor serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.  The company filed for Chapter 11 protection on June 30,
2009 (Bankr. W.D. Wis. Case No. 09-14337).  The Debtor has
$143,983,000 in total assets and $148,243,000 in total debts.


GREDE FOUNDRIES: U.S. Trustee Forms Six-Member Creditors' Panel
---------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the Official Committee of
Unsecured Creditors for the Chapter 11 case of Grede Foundries
Inc.

The members of the Committee are:

   a) Consolidated Mill Supply, Inc.
      1901 N. Roselle Rd.
      Schaumburg, IL 60195
      Mark Kaplan
      Tel: (847) 706-6715
      Fax: (847) 706-6716

   b) Miller and Company, LLC
      9700 W. Higgins Road, Ste. 1000
      Rosemont, IL 60018
      Robert Overman
      Tel: (847) 696-2511
      Fax: (847) 696-2408

   c) Erie Coke Corporation
      Box 5007
      Tonawanda, NY 14151-5007
      Robert Bloom
      Tel: (716) 876-6222
      Fax: (716) 876-4400

   d) American Colloid Company
      2807 Forbs Avenue
      Hoffman Estates, IL 60192
      Jim Szymczak
      Tel: (847) 851-1712
      Fax: (847) 851-1253

   e) Mattoon Precision Mfg., Inc.
      2408 S. 14th St.
      Mattoon, IL 61938
      Robert Shamdin
      Tel: (217) 235-6000 ext. 237
      Fax: (217) 235-6010

   f) National Material Trading, LLC
      1965 Pratt Blvd.
      Elk Grove Village, IL 60007
      Grant Kottmeyer
      Tel: (847) 806-7200
      Fax: (847) 806-7299

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

Based in Reedsburg, Wisconsin, Grede Foundries Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Debtor serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the
United States.  The company filed for Chapter 11 protection on
June 30, 2009 (Bankr. W.D. Wis. Case No. 09-14337).  The petition
says the Debtor has $143,983,000 in assets and $148,243,000 in
debts.


GREDE FOUNDRIES: Wants Additional 30 Days for Schedules Filing
--------------------------------------------------------------
Grede Foundries, Inc., asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to extend for an additional 30 days
the time to file its schedules of assets and liabilities, schedule
of current income and expenditures, schedules of executory
contracts and unexpired leases and statements of financial
affairs.

The Debtor relates that the extension is in the best interest of
the estate, creditors and parties in interest.

Based in Reedsburg, Wisconsin Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

Based in Reedsburg, Wisconsin, Grede Foundries Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Debtor serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the
United States.  The company filed for Chapter 11 protection on
June 30, 2009 (Bankr. W.D. Wis. Case No. 09-14337).  The petition
says the Debtor has $143,983,000 in assets and $148,243,000 in
debts.


GREENBRIER COS: S&P Puts 'B-' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on The Greenbrier Cos. Inc., including the 'B-' corporate credit
rating, on CreditWatch with negative implications.

"We base the CreditWatch placement on the company's commentary on
its earnings call that it will consider making open market
purchases of its outstanding notes," said Standard & Poor's credit
analyst Robyn Shapiro.  "If the company buys back debt at a
material discount, S&P believes this could qualify as a distressed
debt purchase under S&P's criteria," she continued.

The ratings on Lake Oswego, Oregon-based Greenbrier reflect the
company's fair business risk profile stemming from the cyclicality
of the freight car manufacturing industry; the dramatic decline in
demand for new railcars and weaker carloadings; and limited
customer diversity.  The company also has a highly leveraged
financial risk profile, marked by increased debt balances as a
result of recent acquisitions.

If the company completes open market purchases of its outstanding
notes at a discounted price, S&P will evaluate whether S&P
considers this a distressed debt purchase.  This could ultimately
result in a ratings downgrade to 'SD' (selective default), based
on S&P's criteria, if completed.


GTC BIOTHERAPEUTICS: Has Exclusive License on Merrimack Drug
------------------------------------------------------------
GTC Biotherapeutics, Inc. on July 7, 2009, entered into a license
agreement and a stock transfer agreement with Merrimack
Pharmaceuticals, Inc.

The Company obtained exclusive worldwide rights to the development
and commercialization of recombinant human alpha-fetoprotein, or
rhAFP, including the recombinant, non-glycosylated version of
rhAFP known as MM-093, for the treatment of autoimmune diseases.
Under the terms of the agreements, the Company will also receive
Merrimack's initial inventory of bulk drug substance suitable for
clinical studies and will assume control of the transgenic goats
that express rhAFP in their milk, which were originally developed
by the Company for Merrimack under a prior agreement and are cared
for in the Company's facilities.

In consideration for the license and these transfers, the Company
agreed to (i) return to Merrimack all shares of Merrimack Series C
convertible preferred stock that the Company currently holds and
(ii) pay Merrimack development and sales milestones and royalties
after any successful development and regulatory approval of the
product.

The Company notes its further development of this potential
product is dependent upon its ability to attract a commercial
partner to fund the development program.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.

At March 29, 2009, the Company's balance sheet showed total assets
of $34.7 million, total liabilities $48.2 million, resulting in a
stockholders' deficit of about $13.5 million.


GTC BIOTHERAPEUTICS: Special Shareholders' Meeting on July 30
-------------------------------------------------------------
A Special Meeting of Shareholders of GTC Biotherapeutics, Inc.,
will be held at the Residence Inn by Marriott, 400 Staples Drive,
Framingham, Massachusetts, at 8:30 a.m. local time on Thursday,
July 30, 2009, for these purposes:

     1. To approve the issuance of shares of Series E-1 and Series
        E-2 10% convertible preferred stock, which are convertible
        into shares of GTC common stock, to LFB Biotechnologies
        S.A.S. pursuant to the securities purchase agreement dated
        as of June 18, 2009 between GTC and LFB; and

     2. To transact such other business as may properly come
        before the special meeting or any adjournments thereof.

Only GTC shareholders of record at the close of business on June
23, 2009 are entitled to notice of, and to vote at, the special
meeting or any adjournment.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?3f09

                      Nasdaq Delisting Notice

On June 18, 2009, GTC received a Staff Deficiency Letter from The
Nasdaq Stock Market notifying that for the last 10 consecutive
trading days the aggregate market value of the Company's common
stock was below the $35,000,000 minimum market value required for
continued listing on the Nasdaq Capital Market, as specified by
Marketplace Rule 5550(b)(2).

In accordance with Marketplace Rule 5810(c)(3)(C), GTC has 90
calendar days, or until September 16, 2009, to regain compliance
with the minimum market value requirement.  To regain compliance,
the market value of GTC's common stock must equal or exceed
$35,000,000 for a minimum of 10 consecutive business days or for
such longer period that Nasdaq may, in its discretion, require.

If GTC does not regain compliance with the minimum market value
requirement by September 16, 2009, Nasdaq will provide written
notification that GTC's common stock will be delisted. At that
time, GTC may appeal Nasdaq's determination to delist its common
stock to a Nasdaq Listings Qualifications Panel.  GTC's common
stock would continue to be listed during the appeals process.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.

At March 29, 2009, the Company's balance sheet showed total assets
of $34.7 million, total liabilities $48.2 million, resulting in a
stockholders' deficit of about $13.5 million.


GUIDED THERAPEUTICS: Form 10-K Filing Delay Nears 4 Months
----------------------------------------------------------
Guided Therapeutics, Inc., has yet to file its annual report on
Form 10-K for the year ended December 31, 2008 -- almost four
months after it first alerted the Securities and Exchange
Commission that the Form 10-K report will be delayed.

In a March 31, 2009 filing, Guided Therapeutics advised the SEC it
was in the process of preparing and reviewing the report on Form
10-K, and that management "does not believe the Form 10-K can be
completed on or before the March 31, 2009 prescribed due date
without unreasonable effort or expense.  The company's Form 10-K
for the year ended December 31, 2008 will be filed as soon as
practicable, but the company does not currently expect that it
will be filed on or before the fifteenth calendar day following
the prescribed due date."

In its quarterly report for the period ended September 30, 2008,
the Company had $939,000 in total assets and $8,995,000 in total
liabilities.

On May 4, 2009, InterScan, Inc., a subsidiary of Guided
Therapeutics, and NIMCO, Inc. jointly agreed to end a license
agreement between the two companies granting InterScan a license
to certain intellectual property related to microporation of the
skin to collect interstitial fluid (ISF).  Under terms of the
agreement, InterScan was paying NIMCO roughly $90,000 per calendar
quarter for the rights.  InterScan retains the rights to
intellectual property that it developed related to collection,
handling and testing of ISF.  The company expects a savings of
approximately $360,000 in 2009 as a result of the cancelled
agreement.  The intellectual property covered by the agreement is
not part of Guided Therapeutics' core cancer detection business.

Guided Therapeutics, Inc., is a medical technology company focused
on developing innovative medical devices that have the potential
to improve health care.  The Company is currently focused on
completing the development of cervical cancer detection device.

The Company has been seeking a new strategic partner and on
October 28, 2008, signed a 180-day exclusive negotiation
feasibility study agreement of optimization of its microporation
system for manufacturing, regulatory approval, commercialization
and clinical utility with a company that is interested in our
technology.  The exclusive negotiation agreement expired April 27,
2009.

The Company's Independent Public Accountants' report on the
Company's financial statements as of December 31, 2007, raised
substantial doubt about the Company's ability to continue as a
going concern because it has suffered recurring losses and has a
negative working capital position and a capital deficit.   The
Company is also in default on payments due on some short-term
loans.  As of September 30, 2008, the Company was past due on
payments due under its 2007 Convertible Notes payable in the
amount of $555,000 and under a 90-day 13% convertible, unsecured
note payable in the amount of $250,000, as well as an unsecured,
non-interest bearing note payable in the amount of $10,000.


HC INNOVATIONS: Randazzo Replaces Lame as Subsidiary's CEO
----------------------------------------------------------
HC Innovations, Inc., reports that on July 10, 2009, Ken Lame
submitted his resignation as Acting Chief Executive Officer of
Enhanced Care Initiative, a wholly owned subsidiary of the
Company.  The resignation is not a result of any disagreement with
the Company on any matter relating to the Company's operations,
policies and practices.

On July 10, John Randazzo was appointed as the Interim Chief
Executive Officer of Enhanced Care.  Mr. Randazzo has not executed
an employment agreement setting forth the terms of his appointment
as Enhanced Care's Interim Chief Executive Officer.  However, the
Company has agreed to provide Mr. Randazzo with a base
compensation of $260,000.  All other terms of his employment are
currently being negotiated between Mr. Randazzo and the Company.

Prior to joining the Company, Mr. Randazzo, 55, served as the
Chief Executive Officer of Touchstone Health, Inc., a Medicare
medical management company.  Prior to that, he served as the Chief
Executive Officer of BenefitPoint, a Customer Relations Management
and procurement platform for the insurance brokerage industry.
Mr. Randazzo received his B.A., Economics -- Political Science,
State University of New York, 1975 and his M.A. in International
Economics, University of Texas, 1976.  He also received his M.A.,
International Business, Columbia University, 1977.

There are no familiar relationships among the officers of the
Company.

The Company also reports that on July 6, Dr. David Chess resigned
from his position as the Vice-Chairman of the Board of Directors
as a result of his separation as the Company's Chief Medical
Officer.  Dr. Chess's separation is effective as of the date of
his resignation and is not a result of any disagreement with the
Company on any matter relating to the Company's operations,
policies and practices.

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.

As reported by the Troubled Company Reporter on June 29, 2009, CCR
LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC Innovations
to continue as a going concern.  The auditor noted that the
Company has a working capital deficiency of roughly $9.6 million
as of December 31, 2008, has had net losses of roughly $14.5
million and $10.7 million for the years ended December 31, 2008
and 2007, respectively, has an accumulated deficit of
approximately $30.4 million as of December 31, 2008.

Management, however, believes that the Company will be successful
in its efforts to adequately meet its capital needs and continue
to grow its businesses, despite the auditors' adverse opinion.

At March 31, 2009, the Company had $4,813,449 in total assets and
$22,286,630 in total liabilities, resulting in $17,473,181 in
stockholders' deficit.


HC INNOVATIONS: HealthSpring Cancels Services Effective Sept. 30
----------------------------------------------------------------
HC Innovations, Inc., reports that on June 30, 2009, it received
notice from HealthSpring of Tennessee stating that effective
September 30, 2009, HealthSpring is terminating the Care
Management Services Agreement among the parties.

The termination relates specifically to approximately 1,200
members being supported under the Agreement in Tennessee and
Texas.  Pursuant to the Agreement, the Company was to provide
services under its Easy Care program to such members until
September 30, 2012.

The termination of the Agreement did not result from any
disagreement between the parties and does not affect the Agreement
insofar as it relates to HealthSpring, Inc. of Alabama, Inc. where
the Company serves approximately 500 members.  The Agreement does
not provide for any penalties to be incurred by either party upon
termination.

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.

As reported by the Troubled Company Reporter on June 29, 2009, CCR
LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC Innovations
to continue as a going concern.  The auditor noted that the
Company has a working capital deficiency of roughly $9.6 million
as of December 31, 2008, has had net losses of roughly $14.5
million and $10.7 million for the years ended December 31, 2008
and 2007, respectively, has an accumulated deficit of
approximately $30.4 million as of December 31, 2008.

Management, however, believes that the Company will be successful
in its efforts to adequately meet its capital needs and continue
to grow its businesses, despite the auditors' adverse opinion.

At March 31, 2009, the Company had $4,813,449 in total assets and
$22,286,630 in total liabilities, resulting in $17,473,181 in
stockholders' deficit.


HCA INC: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 91.42 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.08 percentage
points from the previous week, The Journal relates.  The loan
matures on November 6, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 10,
2009, among the 144 loans with five or more bids.

                          About HCA, Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

                           *     *     *

The Troubled Company Reporter said on May 8, 2009, Fitch Ratings
affirmed HCA, Inc.'s ratings: Issuer Default Rating at 'B';
Secured Bank Credit Facility at 'BB/RR1'; First Lien Notes at
'BB/RR1'; and Second Lien Notes at 'B+/RR3'.


HUNTSMAN ICI: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 90.38 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.58 percentage
points from the previous week, The Journal relates.  The loan
matures on April 23, 2014.  The Company pays 150 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 10,
2009, among the 144 loans with five or more bids.

                          About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding
$10 billion.

                           *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.


HHGREGG INC: S&P Puts 'B+' Rating on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Indianapolis-based hhgregg Inc. (Gregg) and subsidiary Gregg
Appliances Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.  The placement follows the
company's recent announcement that it plans to accelerate new
store openings.

Management and financial resources could be strained, and credit
measures could deteriorate, despite potential opportunities
related to the exit of a major competitor and more favorable real
estate lease terms.


IMPLANT SCIENCES: DMRJ Requires Asset Sale Absent New Funds
-----------------------------------------------------------
Implant Sciences Corporation and DMRJ Group LLC on July 1, 2009,
entered into a First Amendment to the Note and Warrant Purchase
Agreement dated December 10, 2008, pursuant to which the Company
issued to the Investor (i) its Senior Secured Promissory Note in
the principal amount of $1,000,000 and (ii) 871,763 shares of the
Company's Series F Convertible Preferred Stock.

The Amendment provides that, in the event the Company has not
obtained net proceeds from the issuance of debt or equity
securities upon terms and conditions acceptable to the Investor in
its sole discretion of (i) $1,000,000 by July 24, 2009 and (ii) to
the extent that the Company has satisfied such requirements, an
additional $2,000,000 by August 21, 2009, the Company will
immediately engage in a sale process satisfactory to the Investor
in its sole discretion by implementing a contingency plan which
may be established by the Investor, including, without limitation,
the engagement at the Company's expense of a third party
investment banker acceptable to the Investor in its sole
discretion.

The Company's subsidiaries, IMX Acquisition Corp., Accurel Systems
International Corporation and C Acquisition Corp., guaranteed the
Company's obligations under the Note.  The obligations of the
Company under the Note and of its subsidiaries under the
guarantees are secured by grants of first priority security
interests in all of the assets of the Company and such
subsidiaries pursuant to the Security Agreement dated as of
December 10, 2008, among the Company, its subsidiaries and the
Investor.

The Note bears interest at the rate of 2.5% per month.  The
principal balance of the Note, together with all outstanding
interest and all other amounts owed under the Note, will be due
and payable on the earlier of (i) December 10, 2009 and (ii) the
receipt by the Company of net proceeds of at least $3,000,000 from
the issuance of debt or equity securities in one or more
transactions.

In addition, the Investor may, at its option, require the Company
to prepay such amounts upon (i) certain consolidations, mergers
and business combinations involving the Company; (ii) the sale or
transfer of more than 50% of the Company's assets, other than
inventory sold in the ordinary course of business, in one or more
related or unrelated transactions; or (iii) the issuance by the
Company, in one or more related or unrelated transactions, of any
equity securities or securities convertible into equity securities
(other than options granted to employees and consultants pursuant
to employee benefit plans approved by the Company's Board of
Directors), which results in net cash proceeds to the Company of
more than $500,000; provided, however, that the Investor may not
require the Company to prepay more than the net cash proceeds of
any transaction.  The Company may prepay all or any portion of the
principal amount of the Note, without penalty or premium, after
prior notice to the Investor.

The 871,763 shares of Series F Preferred Stock issued to the
Investor are convertible at the option of the Investor into 15% of
the Company's Common Stock, calculated on a fully diluted basis.
If the Company does not obtain net proceeds of at least $3,000,000
from the issuance of debt or equity securities by August 31, 2009,
the Company will be required to issue the Investor 774,900
additional shares of Series F Preferred Stock, such that all of
the Series F Preferred Stock then held by the Investor will be
convertible into 25% of the Company's Common Stock, calculated on
a fully diluted basis.

In addition, for so long as the Note or the Amended and Restated
Senior Secured Convertible Promissory Note issued to the Investor
as of December 10, 2008, remain outstanding, the Company may not
issue additional shares of Common Stock, or other securities
convertible into or exercisable for Common Stock, if such
securities would increase the number of shares of the Company's
Common Stock, calculated on a fully diluted basis, unless the
Company simultaneously issues to the Investor that number of
additional shares of Series F Preferred Stock which is necessary
to result in the number of shares of Common Stock into which the
Series F Preferred Stock held by the Investor may be converted
representing the same percentage ownership of the Company on a
fully diluted basis after such issuance as immediately prior
thereto.

After the repayment in full of the Note and the Convertible Note,
the number of shares of Common Stock into which the Series F
Preferred Stock is convertible will remain subject to "full
ratchet" anti-dilution protection in the event that the Company
issues additional shares of Common Stock (or securities
convertible into or exercisable for additional shares of Common
Stock) at a price below $0.08 per share.  The anti-dilution
protection will not apply, however, to issuances of stock and
options to employees, directors, consultants and advisors of the
Company pursuant to any equity compensation plan approved by the
Company's stockholders.

The Series F Preferred Stock will be entitled to participate on an
"as converted" basis in all dividends or distributions declared or
paid on the Company's Common Stock.  In the event of any
liquidation, dissolution or winding up of the Company, the holders
of the Series F Preferred Stock will be entitled to be paid an
amount equal to $.08 per share of Series F Preferred Stock, plus
any declared but unpaid dividends, prior to the payment of any
amounts to the holders of the Company's Series E Convertible
Preferred Stock or Common Stock by reason of their ownership of
such stock.

The holders of the Series F Preferred Stock have no voting rights
except as required by applicable law.  However, without the
consent of the holders of a majority of the Series F Preferred
Stock, the Company may not (i) amend, alter or repeal any
provision of its Articles of Organization or By-laws in a manner
that adversely affects the powers, preferences or rights of the
Series F Preferred Stock; (ii) authorize or issue any equity
securities (or any equity or debt securities convertible into
equity securities) ranking prior and superior to the Series F
Preferred Stock with respect to dividends, distributions,
redemption rights or rights upon liquidation, dissolution or
winding up; or (iii) consummate any capital reorganization or
reclassification of any of its equity securities (or debt
securities convertible into equity securities) into equity
securities ranking prior and superior to the Series F Preferred
Stock with respect to dividends, distributions, redemption rights
or rights upon liquidation, dissolution or winding up.

                  Default Under DMRJ Loan Facility

On December 10, 2008, the Company entered into a Note and Warrant
Purchase Agreement with DMRJ Group pursuant to which the Company
issued a Senior Secured Convertible Promissory Note for $5,600,000
and a warrant to purchase 1,000,000 shares of the Company's common
stock.  The note requires the Company to make a principal payment
in an amount equal to any funds released from the escrow created
in connection with the May 2007 sale of the assets of Accurel
Systems International, upon the release of such funds.  DMRJ
waived the requirement that the Company make a principal payment
in an amount equal to the amount of the escrow funds released in
connection with the Evans litigation settlement.  The remaining
principal balance, together with outstanding interest, is due and
payable on December 10, 2009.  The note bears interest at 11.0%
per annum.  The Company prepaid interest in the amount of $616,000
upon the issuance of the note.

On March 12, 2009, the Company entered into a letter agreement
with DMRJ pursuant to which the Company was granted access to
$250,000 of previously restricted cash held in a blocked account.
The effect of the letter agreement made $250,000 available to the
Company until the close of business on April 14, 2009.  The
Company is required to maintain a minimum balance of not less than
$500,000 in the blocked account on or after April 15, 2009.  As of
April 15, 2009, the Company was not in compliance with the
$500,000 minimum cash balance required, which event of
noncompliance was waived by DMRJ.

On March 12, 2009, the Company issued to DMRJ an Amended and
Restated Senior Secured Convertible Promissory Note and an Amended
and Restated Warrant to Purchase Shares of Common Stock, which
replaced the note and warrant issued on December 10, 2008.  As of
March 31, 2009, the outstanding balance on the amended and
restated note was $3,741,000, and the liquidation value was
$4,600,000.  The note contains restrictions and financial
covenants including a requirement that the Company maintain a
current ratio, defined as current assets minus current
liabilities, of no less than 0.60 to 1.00 and requires that the
aggregate dollar amount of all accounts payable to be no more than
100 days past due.

As of March 31, 2009, the Company's current ratio was 0.35 to 1.00
and the Company's aggregate dollar amount of all accounts payable
exceeded 100 days past due, as such the Company is not in
compliance with the required current ratio and accounts payable
financial covenants.  The Company requested a waiver for the
events of noncompliance.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

The Company had $8,296,000 in total assets and $16,112,000 in
total liabilities resulting in $7,816,000 in stockholders' deficit
at March 31, 2009.  The Company had an accumulated deficit of
approximately $70,224,000 and a working capital deficit of
$7,088,000 as of March 31, 2009.

                        Going Concern Doubt

The Company has suffered recurring losses from operations and must
repay in full the balance of its senior secured convertible
promissory note on December 10, 2009.  The promissory note was
recorded at $3,741,000 as of March 31, 2009, and has a liquidation
value of $4,600,000.  The Company said these conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

UHY LLP on October 14, 2008, expressed substantial doubt about
Implant Sciences' ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended June 30, 2008, and 2007.  The auditing firm
pointed to the Company's recurring losses from operations.


INTERMET CORP: Solicitation Period Extended to September 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Intermet Corporation and its affiliated debtors'
exclusive period to file a plan until July 31, 2009, and their
exclusive period to solicit acceptances thereof until
September 30, 2009.  This is the third extension of the Debtors'
exclusive periods.

As reported in the Troubled Company Reporter on June 30, 2009,
Intermet Corp. declared Revstone Industries LLC to be the
winner of the auction for its cast metals auto parts business
with a bid of $11 million, subject to adjustment.  Intermet
contemplated, as part of its reorganization plan, on giving up its
business to first-lien lenders, owed some $35 million, in exchange
for debt, absent higher and better offers for the business.

Intermet has obtained approval from the U.S. Bankruptcy Court for
the District of Delaware of the disclosure statement explaining
its Chapter 11 plan.  Intermet has already won support for the
Plan from the official committee of unsecured creditors and first-
and second-lien lenders.  Intermet will seek confirmation of the
Plan at a hearing on July 14.

Holders of administrative expense claims under Sec. 503(b)(9) of
the Bankruptcy Code, estimated at $6 million, are to recover 35%
to 50% of their allowed claims.  The second-lien lenders owed
$107 million and unsecured creditors with $93 million in claims
are expected to recover not more than 2%.  Equity holders are out
of the money.

A full-text copy of the first amended disclosure statement
explaining the Debtors' Joint Chapter 11 Plan, dated June 11,
2009, is available at:

       http://bankrupt.com/misc/intermet.1stamendedDS.pdf

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INAYAT ULLAH: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Inayat Ullah
               Nasreen Sultana Ullah
               16369 NW 18th Street
               Pembroke Pines, FL 33028

Bankruptcy Case No.: 09-24012

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtors' Counsel: Brian S. Behar, Esq.
                  2999 NE 191 St 5 Fl
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  Email: bsb@bgglaw.net

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

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

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/flsb09-24012.pdf

The petition was signed by the Joint Debtors.


ISOLAGEN INC: Court Issues Final Order Approving $2.75MM DIP Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued on
July 6, 2009, a final order approving the request of Isolagen Inc.
and its wholly owned subsidiary, Isolagen Technologies, Inc., to
obtain up to $2,750,000 in DIP financing from certain lenders.

The DIP facility may be increased at the discretion of the DIP
Lenders.

On June 17, 2009, the Court approved a motion for an order
approving DIP financing on an interim basis.  Pursuant to the DIP
agreement, $1,000,000 was available to the Debtors from the date
of the interim order until the entry of a final order.  The
Company executed a drawdown of $1,000,000 under the DIP Facility
on June 17.

The Company executed a second drawdown of $730,186 under the DIP
Facility on July 6.

In connection with the Debtor's bankruptcy filing, the Debtors
have entered into a restructuring agreement with (a) a large
majority of the holders of the Company's 3.5% convertible
subordinated notes issued in November 2004, (b) the holders of
approximately $500,000 of secured notes issued in April 2009, and
(c) the agent for the DIP Lenders.

The Debtors filed a plan of reorganization with the Court on
June 19, 2009, with these modifications:

     -- The DIP Lenders and Pre-Petition Lenders have agreed to
        Give 1% of the value of their common stock in the
        reorganized company to the holders of the Company's
        currently outstanding common stock, which will be affected
        by allowing the Company's common stockholders to retain
        their shares of common stock and then completing a reverse
        stock split whereby stockholders will receive one share of
        common stock in the reorganized company in exchange for
        333 shares of Company common stock, subject to dilution by
        the exit financing.  The Company's outstanding options
        (including those under or in connection with any
        employment agreements) shall be cancelled and
        extinguished.

     -- The DIP Lenders and Pre-Petition Lenders will receive in
        full satisfaction of their claims, common stock of up to
        60% of the reorganized company, subject to reduction to
        Roughly 49% of the reorganized company upon dilution
        resulting from exit financing for $2.0 million, which is
        expected to be raised prior to the Debtors' exit from
        bankruptcy, and available to the Debtors upon the
        effective date of the plan.

                          About Isolagen

Based in Exton, Pennsylvania, Isolagen(TM), Inc., is an aesthetic
and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The Company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in development.  Isolagen also
commercializes a scientifically-advanced line of skincare systems
through its majority-owned subsidiary, Agera(R) Laboratories, Inc.

Isolagen, Inc., and its wholly owned subsidiary, Isolagen
Technologies, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on June 15,
2009 (Bankr. D. Del. Case Nos. 09-12072 and 09-12073).  Mary E.
Augustine, Esq., at Ciardi Ciardi & Astin, P.C., in Wilmington,
Delaware, represents the Debtors.  The Debtors disclosed
$1,000,001 to $10,000,000 in estimated assets and debts.


IPC SYSTEMS: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
Jersey City, New Jersey-based IPC Systems Inc., including the
corporate credit rating, which S&P lowered to 'B-' from 'B.'  The
outlook is stable.

S&P also lowered the issue-level ratings on IPC Systems' secured
credit facilities.  S&P lowered the rating on the company's
aggregate $910 million first-lien senior secured bank facilities
to 'B-' (the same level as the corporate credit rating) from 'B+'
and lowered the rating on the $315 million second-lien senior
secured term loan to 'CCC' from 'CCC+' (two notches below the
corporate credit rating).  The downgrade of the first-lien debt
reflects both the effect of the lower corporate credit rating as
well as a revision in the recovery rating to '3' from'2'.  The '3'
recovery indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.  The '6' recovery
rating on the second-lien debt, which is unchanged, indicates
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

"IPC Systems services the financial services industry, and
turbulence in that sector has materially weakened the company's
recent operating results," said Standard & Poor's credit analyst
Richard Siderman, "leading to a significant increase in debt
leverage."  Revenues for the second fiscal quarter ended March 31,
2009, were down about 20% from the same quarter in 2008, on a GAAP
basis.  Declines occurred in the installations of turret trading
systems and, to a lesser extent, in the less volatile revenue
streams from the company's other two segments: maintenance
contracts on the installed base of turret trading systems and the
network service segment which provides voice grade circuits
between trading counterparties.


ISLE OF CAPRI: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos, Inc., is a borrower traded in the secondary market at
91.95 cents-on-the-dollar during the week ended Friday, July 10,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.80 percentage points from the previous week, The Journal
relates.  The loan matures on December 19, 2013.  The Company pays
175 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 10, 2009, among the 144 loans with five or more bids.

                  About Isle of Capri Casinos

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S.  The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
October 26, 2008, was about $1.1 billion.

Standard & Poor's Ratings Services previously said that it 'B'
rating and negative outlook were not affected by the June 10, 2009
earnings announcement by Isle of Capri Casinos.  Isle of Capri
announced fourth-quarter and fiscal- year-end 2009 results (Isle's
fiscal year ends in April), which incorporated lower rates of
decline than S&P previously expected.


IXI MOBILE: Unit Pens Distribution Agreement with Runcom
--------------------------------------------------------
IXI Mobile (R&D) Ltd., a wholly owned subsidiary of the
registrant, IXI Mobile, Inc., on July 1, 2009, entered into a
Distribution Agreement with Runcom Technologies Ltd.

IXI R&D appointed Runcom as a non-exclusive distributor for its
Spark and OGO products, and as an exclusive distributor for the
Products for certain territories that are to be determined in good
faith negotiations by the parties (which shall include at least
30% of territories worldwide, but excludes countries where IXI R&D
is already actively selling the Products).  The Distribution
Agreement provides that Runcom may sell the Products on a
worldwide basis for at least 24 months, and shall have the
exclusive rights to sell these Products in the exclusive
territories for at least 24 months, so long as Runcom meets
certain sales thresholds.

As compensation for entering into the Distribution Agreement, IXI
R&D shall pay Runcom five percent of its net sales during the term
of the agreement, unless Runcom purchases the Products directly
from IXI R&D for its own use or for integration into Runcom's
products, in which case the Products will be sold to Runcom at the
most favored prices and conditions that IXI R&D sells its Products
to any party.

Also on July 1, 2009, IXI R&D entered into a Service and License
Agreement with Runcom.  Under the Service Agreement, IXI R&D shall
provide certain services to Runcom to assist in the development of
a multimode cellular system.  The Service Agreement also provides
that IXI R&D shall license such dual mode phone or multi mode end
phone, related services and all related current and future
technology as specified in the Service Agreement to Runcom on a
perpetual, non-exclusive, fully-paid and royalty free basis.  The
license allows Runcom to develop, modify, manufacture,
commercialize, market, sell or distribute the IXI Licensed
Technology.

Runcom shall be the owner of the Licensed Product, but IXI R&D did
not grant Runcom any rights (other than the license set forth in
the Service Agreement) in IXI R&D's background intellectual
property rights.  Runcom will pay IXI R&D a lump sum of $650,000
in consideration of the services to be provided and the license
granted to Runcom under the Service Agreement; and Runcom shall
provide IXI R&D with a limited, royalty free, worldwide license to
use and integrate certain Runcom technologies into its own
products, which are intended to enable access to rich video and
audio content into other IXI R&D products.  In the event that IXI
R&D wishes to sell the IXI Licensed Technology, the Service
Agreement grants Runcom a right of first refusal to purchase the
IXI Licensed Technology; and the Service Agreement also provides
Runcom with an option to acquire the IXI Licensed Technology at a
fair market value and subject to the approval of the IXI Mobile
stockholders.

Runcom currently beneficially owns shares representing roughly 90%
of the voting power of the issued and outstanding capital stock of
the IXI Mobile.  Runcom also owns certain warrants to purchase
shares of IXI Mobile's capital stock.  If these warrants were
fully exercised, Runcom would own shares representing roughly 93%
of the voting power of the issued and outstanding capital stock of
the IXI Mobile.  The Distribution Agreement and the Service and
License Agreement were approved by the disinterested members of
IXI Mobile's board of directors.

                        About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

                            *     *     *

As reported by the Troubled Company Reporter on August 28, 2008,
IXI Mobile's consolidated balance sheet at June 30, 2008, showed
$29,504,000 in total assets and $40,856,000 in total liabilities,
resulting in a $11,352,000 stockholders' deficit.  The company
reported a net loss of $11,387,000 on total revenues of $2,221,000
for the second quarter ended June 30, 2008, compared with a net
loss of $21,508,000 on total revenues of $3,171,000 in the same
period ended June 30, 2007.

The Company has not finalized its financial statements for the
third quarter ended September 30, 2008, for the year ended
December 31, 2008, or for the first quarter ended March 31, 2009
and its auditors have not finalized their review or audit of those
financial statements.  The Company is not currently in a position
to estimate the results for the interim periods or the year end
for which these reports have not been filed.

The Company believes that it will need to raise additional capital
in the near future to continue as a going concern, and there can
be no assurance that it will be successful in doing so or that,
even if the Company is able to raise additional capital, such
capital will be sufficient to allow the Company to continue as a
going concern.


JAMES MCREYNOLDS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: James Stewart McReynolds
               Susan McGurn McReynolds
               10647 Sonoma Ridge
               Eden Prairie, MN 55347

Bankruptcy Case No.: 09-44482

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Chief Judge Nancy C. Dreher

Debtors' Counsel: Cass Weil, Esq.
                  Moss & Barnett
                  4800 Wells Fargo Center
                  90 South Seventh St
                  Minneapolis, MN 55402
                  Tel: (612) 347-0316
                  Fax: (612) 339-6686
                  Email: weilc@moss-barnett.com

Total Assets: $3,135,792

Total Debts: $3,297,147

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/mnb09-44482.pdf

The petition was signed by the Joint Debtors.


JAMES QUILLEN: Second 341 Meeting Required Following Conversion
---------------------------------------------------------------
WestLaw reports that the conversion of an individual Chapter 11
case to a case under Chapter 7 triggered the need for a new
meeting of creditors, based on the plain terms of the bankruptcy
statute dealing with the effects of conversion.  Nonetheless, this
new meeting did not reset the deadline for objecting to debtor's
claimed exemptions to a date 30 days after the conclusion of the
second meeting of creditors, at least not in a case in which,
shortly prior to the appointment of a Chapter 7 trustee, the
debtor filed an amended exemption schedule and thereby provided
parties in interest with an opportunity to challenge his claimed
exemptions in the converted case.  The deadline expired 30 days
after the amended exemption schedule was filed, as the later of 30
days after the conclusion of the meeting of creditors in the
Chapter 11 case or 30 days after the debtor's amendment of the
exemption schedule.  In re Quillen, --- B.R. ----, 2009 WL 1851414
(Bankr. D. Md.).

James Paul Quillen, Jr., sought protection from his creditors
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case
No. 06-15938) on September 26, 2006.  Represented by Ronald J.
Drescher, Esq., at Drescher & Associates, in Baltimore, Mr.
Quillen estimated his assets and debts at $10 million to
$50 million at the time of the filing, and disclosed a connection
with Chesapeake Village, LLC, which filed for Chapter 11
protection (Bankr. D. Md. Case No. 06-15094) on August 24, 2006.


JOURNAL REGISTER: Will Emerge From Ch. 11 With $225MM in Debt
-------------------------------------------------------------
Alan J. Heavens at Philadelphia Inquirer reports that Journal
Register Co. will emerge from Chapter 11 bankruptcy with
$225 million in debt, secured by first and third liens on its
assets.

The new debt will bear a 15% interest annually and will mature in
four or five years, Philadelphia Inquirer states.

As reported by the Troubled Company Reporter on July 9, 2009, 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.

Eric R. Mendelsohn of Lazard Freres & Co, Journal Register's
financial adviser, said that the estimated enterprise value (debt
plus equity) of the reorganized company is $300 million,
Philadelphia Inquirer states.

Philadelphia Inquirer relates that the Hon. Allan L. Gropper of
the U.S. Bankruptcy Court for the Southern District of New York
dismissed objections filed by the state of Connecticut -- has a
$21.5 million tax-deficiency claim against Journal Register
-- and the Newspaper Guild/Communication Workers of America over
$1.3 million in incentives for "key employees" to push through
provisions of the plan, including shutdown and cost-reduction
objectives.  According to Philadelphia Inquirer, Connecticut
Attorney General Richard Blumenthal said that the state may
appeal.

Philadelphia Inquirer quoted The Newspaper Guild's Carol Rothman
as saying, "It is still possible that we may appeal, but the judge
appeared to say that his decision was in line with standard
procedures, and it was up to the union and the state of
Connecticut to prove to the contrary."

Philadelphia reports that debt obligations and working-capital
needs will be funded primarily with $36 million in cash from
operations, which interim Journal Register CEO Robert Conway said
would be sufficient.

                      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.

Journal Register, 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.  At the time
of the filing, the Company listed $100 million to $500 million in
total assets and $500 million to $1 billion in total debts.


JULIET OGULEDO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Juliet Oguledo
        300 Natick Court
        Silver Spring, MD 20905

Bankruptcy Case No.: 09-22540

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square, Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.com

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

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

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

          http://bankrupt.com/misc/mdb09-22540.pdf

The petition was signed by Ms. Oguledo.


KIP SKIDMORE: Lawsuits Lead to Chapter 11 Bankruptcy Filing
-----------------------------------------------------------
Sierra National Construction President Kip Skidmore has filed for
personal Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Eastern District of California.

According to court documents, Mr. Skidmore listed more than
$1 million in liabilities, and more than $10 million in debts owed
to more than 50 creditors.

Mark Anderson at Sacramento Business Journal reports that
Mr. Skidmore was sued by his lenders, which include Umpqua Bank,
Bank of the West and Exchange Bank, demanding that he make good on
personal guarantees on construction projects left incomplete by
the defunct condo developer Sixells LLC.

Business Journal relates that Mr. Skidmore was an investor with
Sixells, not a developer, and as such had made personal guarantees
on loans for Sixells. Business Journal states that the banks
decided to go after Mr. Skidmore when Sixells couldn't pay its
debts.

Mr. Skidmore, Business Journal says, filed lawsuits and counter-
suits claiming that the banks didn't manage their loans and had
kept giving Sixells money even when projects were seriously out of
schedule.

Kip Skidmore founded and served as chairman for 11 years of
Greater Sacramento Bancorp, but left that position early this
month.


LAKE AT LAS VEGAS: Proposes Amendments to DIP Facilities
--------------------------------------------------------
On July 3, 2009, Lake at Las Vegas Joint Venture, LLC, et al.,
asked the U.S. Bankruptcy Court for the District of Nevada to
authorize certain amendments to their debtor-in-possession
financing facilities (i) with Credit Suisse, Cayman Islands
Branch, as agent under the Debtors' principal debtor-in-possession
financing facility (the "Primary DIP Facility"), and (ii) with
Dorfinco Corporation, as the lender under SouthShore Golf Club,
L.L.C.'s separate debtor-in-possession financing facility,
pursuant to which the maturity and milestone dates of the DIP
Facilities are to be extended.

If the motion is approved, the maturity and milestone dates under
the Primary DIP Facility will be extended from July 17, 2009,
through August 7, 2009, and the maturity and milestone dates
under the Dorfinco DIP Facility will be extended from July 17,
2009, through September 30, 2009, in order to provide sufficient
time for Dorfinco to foreclose on its collateral.

The purpose of the three-week extension of the maturity under the
Primary DIP Facility from July 17, 2009, through August 7, 2009,
is to finalize a longer-term extension, and to continue to make
progress on the plan of reorganization.

The milestone dates under the Primary DIP Facility refer to the
"Second Milestone Date" (i.e., the date by which the Debtors are
required to file a "Conforming Plan of Reorganization") and the
"Third Milestone Date" (i.e., the date by which a "Conforming Plan
of Reorganization" will have been confirmed by the Court and
become effective.

                          DIP Facilities

The Court entered orders approving the Primary DIP Facility
and the Dorfinco DIP Facility on a final basis on August 6, 2008,
and October 28, 2008, respectively.  The maturity date of the DIP
Facilities is the one-year anniversary of the Petition Date,
July 17, 2009.

The Primary DIP Facility was developed to permit the Debtors to
fund their operations, bankruptcy-related expenses, and other
critical expenses.

After Dorfinco objected to the Debtors' motion for authority to
enter into the Primary DIP Facility, SouthShore Golf Club, L.L.C.
entered into a separate debtor-in-possession financing facility
with Dorfinco.

                  Amendments to DIP Facilities

Subsequent to the filing of this motion, the negotiations over the
amendments were completed.  Accordingly, on July 10, 2009, the
Debtors submitted to the Court the amendment to the Primary DIP
Facility, together with the related budget, and the amendment to
the Dorfinco DIP Facility, together with the related budget.

A full-text copy of the aforementioned amendments to the Primary
DIP Faility and the Dorfinco DIP Facility is available for free at
http://bankrupt.com/misc/lakeatlas.DIPfacilitiesamendments.pdf

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAS VEGAS SANDS: Debt Trades at 30% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 69.34 cents-
on-the-dollar during the week ended Friday, July 10, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.84
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 10,
2009, among the 144 loans with five or more bids.

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LAUREATE EDUCATION: Debt Trades at 13% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Laureate Education
is a borrower traded in the secondary market at 86.80 cents-on-
the-dollar during the week ended Friday, July 10, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.55 percentage
points from the previous week, The Journal relates.  The loan
matures on Aug. 13, 2014.  The Company pays 325 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                   About Laureate Education

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.  Laureate had revenues of approximately $1.4 billion
in fiscal 2007.

                          *     *     *

As reported by the Troubled Company Reporter on March 5, 2009,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Laureate Education Inc. and removed the ratings
from CreditWatch with negative implications, where they had been
placed on Dec. 5, 2008.  The outlook is negative.

S&P also affirmed its issue-level rating on Laureate's secured
debt at 'B'.  S&P revised the recovery rating on this debt to '4'
from '3'.  The '4' recovery rating indicates S&P's expectation of
average (30%-50%) recovery for lenders in the event of a payment
default.


LAVIGNE INC: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------
Debtor: LaVigne, Inc.
           dba LVI Print Optimization
           fka LaVigne Press, Inc.
        10 Coppage Drive
        Worcester, MA 01603

Bankruptcy Case No.: 09-42771

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: John J. Monaghan, Esq.
                  Holland & Knight
                  10 St. James Avenue
                  Boston, MA 02116
                  Tel: (617) 523-2700
                  Email: bos-bankruptcy@hklaw.com

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

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

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

           http://bankrupt.com/misc/mab09-42771.pdf

The petition was signed by Christopher D. Wells, chief executive
officer of the Company.


LEAR CORP: Request for Court Nod to Access $500MM DIP Financing
---------------------------------------------------------------
Lear Corp. and its affiliates seek the U.S. Bankruptcy Court for
the Southern District of New York's approval to dip their hands
into a $500 million superpriority senior secured credit facility
to protect their liquidity throughout their Chapter 11 Cases.

The proposed DIP Financing contemplates a roll-over of the DIP
Facility into the Exit Facility to ensure continued liquidity of
the Debtors after they have completed their restructuring goals
and emerged from Chapter 11.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
says the Debtors currently have substantial cash in their
possession that is not subject to the prepetition interests of
the Prepetition Secured Parties and that is available to fund
their business operations.

"The Debtors do not require immediate access to postpetition
financing but eventually will require such access during the
pendency of the Chapter 11 Cases," Shari L. Burgess,
Lear Corp.'s vice president and treasurer, notes in papers filed
in Court.

Accordingly, the Debtors will seek the Court's approval of the
DIP Credit Facility at a hearing to be held on July 30, 2009, at
10:00 a.m.  This will provide the Debtors with additional
time to consider postpetition financing proposals on terms more
favorable than those proposed in the current DIP Facility, says
Mr. Kieselstein.

                      DIP Credit Terms

Borrower:      Lear Corporation

Guarantee &    Each of the direct and indirect domestic Wholly
Interdebtor    Owned Subsidiaries of the Borrower signatory to
Claims:        the DIP Credit Agreement, each of which is a
              debtor and a debtor-in-possession in these
              Chapter 11 Cases.  No Canadian or other non-
              domestic Subsidiaries of the Borrower will be
              Guarantors of any DIP Obligation.

DIP Agent:     JPMorgan Chase Bank, N.A

DIP Arranger:  J.P. Morgan Securities Inc. and Citigroup Global
              Markets Inc.

Type, Amount,  An aggregate principal amount of $500 million
and Fund       will be available to the Borrower.
Availability:

Maturity:      The earliest of (a) the later of (i) the date that
              is 12 months from the initial closing of the DIP
              Facility or (ii) upon effectiveness of the
              Extension Option, the date that is 15 months from
              the Closing Date; (b) the date of substantial
              consummation of a confirmed plan of
              reorganization; or (c) the acceleration of the
              Loans in accordance with the provisions of the DIP
              Credit Agreement.

              The Debtors may give written notice within 30 days
              prior to the Scheduled Maturity Date of their
              intention to extend the DIP Facility by three
              months to the date that is 15 months from the
              Closing Date, upon payment of a 1% fee and upon
              the condition that no Default or Event of Default
              under the DIP Facility is then continuing.

Use of Funds:  The proceeds of the DIP Facility will be used
              (a) for working capital and other general
              corporate purposes of Lear Corporation and its
              Subsidiaries and the payment of fees and expenses
              incurred in connection with entering into the DIP
              Credit Agreement and the transactions contemplated
              thereby, subject to the Final DIP Order; and (b)
              to make Adequate Protection Payments to, or for
              the benefit of, the Prepetition Agent.

Exit
Facility:      Upon satisfaction of the Initial Conditions to a
              contemplated Rollover, the DIP Facility will be
              converted into a three-year senior secured first
              lien term loan facility in an aggregate principal
              amount of $500 million, to reorganized Lear
              Corporation, as borrower, and guaranteed by
              reorganized Lear Corporation's direct and indirect
              domestic Wholly Owned Subsidiaries.

              The Debtors will be entitled to seek specific
              performance and injunctive or other equitable
              relief, including attorneys' fees and costs, as a
              remedy of any breach by the DIP Lenders of their
              obligation to convert the DIP Facility into the
              Exit Facility, and each party agrees to waive any
              requirement for the securing or posting of a bond
              in connection with that remedy.

Interest Rate: * For ABR Loans, the ABR rate plus 9.0% per annum
              * For Eurodollar Loans, the Eurodollar Rate (with
                a floor of 3.5%) plus 10.0% per annum.

Exit Facility  On the effective date of a plan of reorganization
Commitment     under which the DIP Facility is converted into
Fee:           an Exit Facility, the Borrower agrees that
              reorganized Lear Corporation will, at its sole
              election, (i) issue to the DIP Lenders warrants to
              purchase a number of shares of common stock of
              reorganized Lear Corporation with a value as of
              the Plan Effective Date equal to $25,000,000, with
              the Warrants to have the terms set forth on the
              DIP Credit Agreement and other customary terms, or
              (ii) pay in cash to each DIP Lender an amount
              equal to 5% of the principal amount of the DIP
              Lender's Loans that will be converted into the
              Exit Facility or any other exit facility.

Financial      The DIP Credit Agreement imposes certain negative
Covenants:     covenants on each Loan Party and its subsidiaries
              related to EBITDAR, liquidity and capital
              expenditures.  These financial covenants are:

              * EBITDAR Covenant. No Loan Party may permit the
                Consolidated EBITDAR as of the last day of any
                specific fiscal quarter, commencing October 3,
                2009, to be less than these amounts on these
                dates:

                                           EBITDAR must be
                 Period ending              no less than
                 -------------           ------------------
                 October 3, 2009              ($25 million)
                 December 31, 2009             $65 million
                 April 3, 2010                $100 million
                 July 3, 2010                 $200 million
                 October 2, 2010              $315 million

              * Liquidity Covenant. No Loan Party may permit its
                level of Liquidity, as of the last day of any
                fiscal month, commencing August 1, 2009, to
                be less than these amounts on these dates:

                                          Liquidity must be
                 Period                     no less than
                 -------------           ------------------
                 Aug. 1?Dec. 31, 2009        $900 million
                 Jan. 30?Oct. 2, 2010        $700 million

              * Capital Expenditures. No Loan Party may permit
                the aggregate amount of Capital Expenditures
                made by the Loan Parties during any fiscal
                quarter, commencing October 3, 2009, to exceed
                these amounts as of these dates:

                                        Capital Expenditures
                 Period ending          must be no less than
                 -------------          --------------------
                 October 3, 2009              $50 million
                 December 31, 2009           $100 million
                 April 3, 2010               $140 million
                 July 3, 2010                $180 million
                 October 2, 2010             $230 million

Events of     (1) Judgments or decrees in excess of $10 million
Default:          required to be satisfied as an administrative
                 expense claim are entered after the Petition
                 Date against any Loan Party and not vacated,
                 discharged, stayed or bonded pending appeal
                 within 45 days of entry.

             (2) The Debtors fail to file a plan that conforms
                 substantially with the terms of the plan term
                 sheet, or which pays the DIP Obligations in
                 full and an accompanying disclosure statement
                 within 210 days of the Petition Date or at some
                 later date as may be agreed to by the DIP
                 Agent.

             (3) The Court confirms a plan of reorganization
                 that does not provide for payment or assumption
                 of the DIP Obligations on the Consummation Date
                 or enters an order dismissing any of the
                 Chapter 11 Cases that does not provide for
                 payment of the DIP Obligations or any Debtors
                 seek support for the same.

             (4) The Conforming Plan does not become effective
                 within 365 days of the Petition Date or at some
                 later date as may be agreed to by the DIP
                 Agent.

A full-text copy of the proposed JPMorgan DIP Credit Agreement is
available for free at:

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

A full-text copy of the proposed Exit Credit Agreement is
available for free at:

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

          Icahn and Kohlberg Kravis: DIP lenders

The Wall Street Journal says Carl Icahn and Kohlberg Kravis &
Roberts are among the syndicate of secured lenders led by
JPMorgan Chase & Co. and Citigroup Inc. providing the
$500 million new financing to support Lear during its bankruptcy
case, according to people familiar with the plan.

According to the report, Mr. Icahn's involvement comes two years
after an abortive effort to take the company private.  Mr.
Icahn's portion of the financing is roughly $60 million to
$65 million, note two people familiar with the situation.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
said at a court hearing that Lear plans to file its plan to
restructure and exit bankruptcy within 30 to 60 days, notes the
Journal.  "The company's plan has support from owners of about
50% of its bond debt and lenders with 68% of its bank debt," he
said.  This should help it avoid a "prolonged stay in
bankruptcy."

Mr. Icahn's move to provide some of the financing comes after he
offered to buy out the company for $37.25 a share in 2007.  But
investors, who said Lear was worth double that amount, rejected
the offer, and Mr. Icahn later sold off his holdings, notes the
Journal.

                         About Lear Corp.

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

Lear Corporation and its affiliates filed for Chapter 11 on July
7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part of
the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.
Ernst & Young LLP is the Debtors' auditors and tax advisors.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as
admin. agent for senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Intends to Access Prepetition Cash Collateral
--------------------------------------------------------
Lear Corp. and its affiliates' long term prepetition debt
structure is principally comprised of (a) a Prepetition Credit
Facility; (b) 2013 and 2016 Senior Notes; (c) 2014 Senior Notes;
and (d) Zero Coupon Convertible Notes.  As of the Petition Date,
the Debtors have approximately $3.6 billion of funded debt.

A table of the Debtors' entire prepetition indebtedness,
including approximate current outstanding amounts as the Petition
Date, reveals:

                        Original    Approximate
  Debt Obligation         Amount   Outstanding Amt   Maturity Date
  ---------------       ---------  ---------------   -------------
Revolving Credit
Facility         $1.289 billion   $1.177 billion   March 23, 2010
                                (plus approx.     ($464 mil.)
                                 $73.2 million
                                 in issued but    Jan. 31, 2012
                                 undrawn letters  ($801.2 mil.)
                                 of credit)

Term Facility        $1 billion     $985 million   April 25, 2012

2013 & 2016 Notes  $900 million  $887.25 million   December 2013
                                                  December 2016

2014 Notes       $399.2 million     $400 million   August 2014

Zero Coupon
Convertible Notes  $640 million         $819,000   February 2022

The Prepetition Secured Obligations are secured by the assets of
Lear Corporation and certain cash collateral, with the collateral
amount capped at 10% of the value of the consolidated total
assets of Lear Corp.  Additionally, the Prepetition Secured
Obligations are secured by a first priority security interest in
the capital stock of certain subsidiaries of Lear Corporation and
related proceeds.

By this motion, the Debtors seek the Court's approval to use Cash
Collateral in the ordinary course of their businesses.

Because the Cash Collateral is comprised primarily of proceeds of
the Prepetition Collateral, it is unclear at this time how
much of the Debtors' cash is Cash Collateral, notes Marc
Kieselstein, Esq., at Kirkland & Ellis LLP, in New York.  In the
interim, the Debtors are seeking authority to use all the Cash
Collateral.  The Debtors are not subject to a budget under the
proposed Interim Cash Collateral Order, he notes.

The Debtors propose to use Cash Collateral, wherever the Cash
Collateral may be located, to, among other things:

  (a) maintain their operations and provide funding to
      affiliates consistent with prepetition practices;

  (b) pay certain prepetition obligations; and

  (c) pay disbursements for operating expenses and other general
      corporate purposes, provided that all uses of cash by the
      Debtors for the costs and expenses of administering the
      Chapter 11 Cases will be deemed to be first from cash that
      is not Cash Collateral and thereafter from Cash
      Collateral.

The Debtors estimate that the disbursements during the period
covered by their proposed Interim Cash Collateral Order will be
consistent with the disbursement forecasts provided by Shari L.
Burgess, Lear Corp.'s vice president and treasurer, in his
declaration filed in Court.

The Debtors propose to provide as adequate protection to the
Prepetition Secured Parties valid and perfected, security
interests in, and liens to the extent of any diminution in value
of the Prepetition Collateral as the result of the Debtors' use
of Cash Collateral during these Chapter 11 Cases, on all of the
right, title and interest of the Domestic Debtors in, to and
under all present and after-acquired property of the Domestic
Debtors of any nature whatsoever.  This includes all cash
contained in any account of the Domestic Debtors, and the
proceeds of all causes of action, other than (a) Avoidance
Actions and proceeds of Avoidance Actions, and (b) 35% of the
outstanding voting shares of each new or existing foreign
subsidiaries.

Subject to the Carve Out and any liens granted for the benefit of
the DIP Lenders and DIP Agent pursuant to the Final DIP Order,
the Adequate Protection Liens will comprise of:

  * a first priority perfected lien upon all of the Postpetition
    Collateral that is not otherwise encumbered by a validly
    perfected, enforceable, non-avoidable security interest or
    lien on the Petition Date or a valid lien in existence on
    the Petition Date that is perfected subsequent to the date
    as permitted by Section 546(b) of the Bankruptcy Code;

  * a first priority, senior, priming and perfected lien upon
    (a) that portion of the Postpetition Collateral that
    comprises the Prepetition Collateral, and (b) Postpetition
    Collateral subject to a lien that is junior to the liens
    securing the Prepetition Secured Obligations; and

  * a second priority, junior perfected lien upon all
    Postpetition Collateral, which is subject to a validly
    perfected lien as of the Petition Date, or a valid lien
    in existence on the Petition Date that is perfected
    subsequent to the date as permitted by Section 546(b) of the
    Bankruptcy Code.

All liens, claims and interests granted pursuant to the DIP
Facility, Interim Cash Collateral Order, Final DIP Order or any
other related document as well as any claims or liens arising
from any Prepetition Secured Obligation will be subject in all
respects to the Carve Out.

The "Carve Out" refers to the sum of:

  (A) all fees required to be paid to the Clerk of the
      Bankruptcy Court and to the Office of the United States
      Trustee under Section 1930(a) of Title 28 of the United
      States Code;

  (B) the costs of administrative expenses not to exceed $50,000
      in the aggregate that are permitted to be incurred by any
      chapter 7 trustee pursuant to any order of the Court
      following any conversion of any of the Chapter 11 Cases
      pursuant to Section 1112 of the Bankruptcy Code; and

  (C) at any time after the first Business Day following
      delivery of a Carve-Out Trigger Notice, to the extent
      allowed at any time, whether before or after delivery of a
      Carve-Out Trigger Notice, all unpaid fees, costs and
      expenses incurred by persons or firms retained by the
      Debtors pursuant to Section 327, 328 or 363 of the
      Bankruptcy Code and any official committee of unsecured
      creditors appointed in the Cases pursuant to Section 1103
      of the Bankruptcy Code, the payment of all Professional
      Fees incurred by the Professional Persons at any time
      after the first Business Day following delivery of a
      Carve-Out Trigger Notice in an aggregate amount not
      exceeding $15,000,000.

The Domestic Debtors propose to grant a claim to the Prepetition
Secured Parties pursuant to Sections 503(b)(1), 507(a) and 507(b)
of the Bankruptcy Code.

The Debtors' ability to use Cash Collateral will cease five
business days following written notice to the Debtors after the
occurrence and continuance of any events of default beyond any
applicable grace period, including:

  * Failure to make any payment as and when required by the
    Interim Cash Collateral Order or other failure to materially
    comply with the terms of the Interim Cash Collateral Order
    and the failure will continue unremedied for more than two
    business days;

  * Failure to comply with the reporting requirements and the
    failure will continue unremedied for more than three
    business days;

  * Failure to comply with any other covenant or agreement
    specified in the Interim Cash Collateral Order and the
    failure will continue unremedied for more than five business
    days;

  * Dismissal or Chapter 7 conversion of the Chapter 11 Cases;
    and

  * Failure of the Ontario Superior Court, Commercial List, to
    enter within five business days of the Petition Date, an
    order recognizing the commencement of the Debtors' Chapter
    11 Cases.

                         *     *     *

Judge Gropper issued an interim order allowing the Debtors access
to the Cash Collateral.

Judge Gropper held that the Administrative Agent and the Debtors
have negotiated at arm's-length and in good faith regarding the
Debtors' use of Cash Collateral to fund the administration of the
Debtors' estates and continued operation of their businesses.
"The Administrative Agent and the Lenders have agreed to permit
the Debtors to use their Cash Collateral for the period through
the 'Termination Date'," he further notes.

The Debtors are directed to provide to the Administrative Agent
no later than Tuesday of every calendar week, commencing on
July 14, 2009, a rolling 13-week cash flow projection for Lear
and its subsidiaries in the form of the initial 13-week cash flow
projection that has been mutually agreed upon by the
Administrative Agent and the Debtors.

The Debtors' right to use the Cash Collateral will terminate on
the earliest to occur of:

  (a) entry by the Court of a DIP Financing Order, which will
      provide for the continued use of the Cash Collateral;

  (b) 60 days after the Petition Date, with that date extendable
      by 30 additional days with the Administrative Agent's
      consent, or

  (c) five-business days following written notice to the
      Debtors after the occurrence and continuance of any
      Events of Default beyond any applicable grace period.

The automatic stay is modified to authorize Citibank, N.A.,
to set off any cash deposits it is specifically holding as
collateral for that certain Irrevocable Standby Letter of Credit
No. 63663991, dated Jan 30, 2009, and issued by Citibank at
the request of the Debtors, against any amounts paid by Citibank
to the beneficiaries of the Citibank LC upon postpetition draw of
the Citibank LC, subject to the terms of the Citibank LC.
Citibank must agree to return to the Debtors' estates, within
three business days of the set-off, the excess of any cash
deposits it is holding as collateral for the Citibank LC over the
amount of collateral the Debtors are required to provide with
respect to the Citibank LC.

A full-text copy of the Interim Cash Collateral Order is
available for free at:

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

The hearing to consider the Debtors' cash collateral use request
on a final basis will be held on July 30, 2009, at 10:00 a.m.
Parties have until July 23 to file objections.

                         About Lear Corp.

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

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.
Ernst & Young LLP is the Debtors' auditors and tax advisors.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as
admin. agent for senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Wants Schedules Deadline Moved to August 21
------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rules 1007(a)
and (c) of the Federal Rules of Bankruptcy Procedure, Lear Corp.
and its affiliates are required to file schedules of assets and
liabilities and statements of financial affairs within 15 days
after the Petition Date.  Pursuant to Bankruptcy Rules 1007(a)(5)
and (c), and 9006(b), the Court has authority to extend the time
required for filing of the Schedules and Statements "for cause."

At the Debtors' behest, the Court extended the time within which
the Debtors' must file Schedules and Statements through
August 21, 2009.

The Debtors note that they have begun compiling information that
will be required to complete their Schedules and Statements.
Nevertheless, the Debtors said, as a consequence of the size and
complexity of their business operations, the approximately 40,000
creditors likely to be involved, and the geographical spread of
their operations, they have not finished gathering those
information.

According to Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in
New York, given the numerous critical operational matters that
the Debtors' accounting and legal personnel must address in the
early days of the Chapter 11 Cases and the volume of information
that must be prepared and included in the Schedules and
Statements, the Debtors will be unable to complete their
Schedules and Statements within the 15 days required under
Bankruptcy Rule 1007.

Mr. Kieselstein averred that focusing the attention of the
Debtors' key accounting and legal personnel on vital operational
and restructuring issues during the critical first week after
filing the Chapter 11 Cases, rather than on preparing Schedules
and Statements, will help the Debtors make a smooth transition
into chapter 11 and, therefore, ultimately will maximize the
value of the Debtors' estates to the benefit of creditors and all
parties-in-interest.

                         About Lear Corp.

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

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.
Ernst & Young LLP is the Debtors' auditors and tax advisors.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as
admin. agent for senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Receives Court Approval of "First Day" Motions
---------------------------------------------------------
Lear Corporation announced that it has received Court approval of
its first day motions at a hearing in the United States Bankruptcy
Court for the Southern District of New York.  The Court granted
interim approval for the Company to continue uninterrupted use of
its cash resources.  These cash resources, in addition to the new
money debtor-in-possession financing that the Company is seeking
Court approval of, will provide Lear with the financial
flexibility to meet its ongoing financial obligations, including
employee wages, healthcare benefits, supplier payments, and other
operating expenses, as it realigns its capital structure.

The Court also issued a variety of orders on either a final or
interim basis that will ensure that Lear continues to operate
uninterrupted throughout the reorganization process.  As disclosed
at the time of the Company's restructuring announcement, Lear's
businesses outside the U.S. and Canada were unaffected by the
bankruptcy filing.

The first day motions granted by the Court ensure that the filing
will not impact Lear's day-to-day operations.

"We are pleased with the Court's prompt approval of our first day
motions," said Bob Rossiter, Lear's Chairman, Chief Executive
Officer and President.  "The Court's action ensures that we will
be able to maintain regular operations and continue paying our
employees, while meeting our obligations to our suppliers and
serving our customers as we work to realign our capital structure
as expeditiously as possible."

Lear filed to reorganize its U.S. and Canadian businesses under
Chapter 11 on July 7, 2009, in the U.S. Bankruptcy Court for the
Southern District of New York.

                         About Lear Corp.

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

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.
Ernst & Young LLP is the Debtors' auditors and tax advisors.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as
admin. agent for senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Prohibited From Borrowing Cash From Canada Plants
------------------------------------------------------------
The Honorable Justice Sarah Pepall of the Ontario Superior Court,
in Ontario, Canada, has prohibited Lear Corp., from tapping its
Canadian plants for cash, Joe Schneider of Bloomberg reports.

The report said Lear's Canadian operations will not be allowed to
make advances or transfers of funds to any of the applicants or
any of their affiliates by way of loan or otherwise, except for
payments due in the ordinary course of business.

Lear has four plants in Canada and employs 1,720 people.

According to a report by RSM Richter -- the accounting, business
advisory and consulting firm in Canada, appointed as
information officer of Lear Canada, Lear Corporation Canada, Ltd.
and Lear Canada Investments, Ltd., by Ms. Justice Pepall -- Lear
owed its Canadian units about $82 million as of May 31, 2009,
Bloomberg reports.

Edmond Lamek, an insolvency lawyer at Fasken Martineau who
represents Richter, said the accounting firm will be vigilant in
ensuring that Canadian plants don't send finished products to the
U.S. without being paid for them, reports Mr. Schneider.

"If we see Canadian sales spiking to the U.S. and money isn't
coming back, we'll be back to you," Mr. Lamek told Ms. Justice
Pepall, notes the report.  He said after the hearing the move was
being made to protect Canadian creditors.

According to Bloomberg, the Canadian company will begin
negotiations with the Canadian Auto Workers union next week on
reopening its plant in Ajax, Ontario, near Toronto, Lear's
Canadian lawyer Kevin McElcheran, Esq., told Ms. Justice Pepall.
The company hopes to supply Chrysler LLC's 300 models with seats
from the Ajax plant, he said.

                         About Lear Corp.

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

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing advisors.
Ernst & Young LLP is the Debtors' auditors and tax advisors.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as
admin. agent for senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LENNY KYLE DYKSTRA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lenny Kyle Dykstra
        1072 Newbern Court
        Westlake Village, CA 91361

Bankruptcy Case No.: 09-18409

Chapter 11 Petition Date: July 7, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: M Jonathan Hayes, Esq.
                  Law Office of M Jonathan Hayes
                  9700 Reseda Bl., Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/cacb09-18409.pdf

The petition was signed by Ms. Dykstra.


LEO M FLOOD: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Leo M. Flood
        76 Main Street
        PO Box 708
        Millerton, NY 12546

Bankruptcy Case No.: 09-36825

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Debtor's Counsel: Kevin B. Thiemann, Esq.
                  Law Offices of Robert J. Gagen
                  424 Warren Street
                  Hudson, NY 12534
                  Tel: (518) 828-5554
                  Fax: (518) 828-2685
                  Email: kbtmann@yahoo.com

Total Assets: $4,823,650

Total Debts: $2,966,969

A list of the Company's 17 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/nysb09-36825.pdf

The petition was signed by Mr. Flood.


LEVEL 3: Registers $200MM of 7% Convertible Notes Due 2015
----------------------------------------------------------
Level 3 Communications Inc. filed with the Securities and Exchange
Commission a prospectus on Form S-3ASR on July 9, 2009, to
register:

   -- $200,000,000 Aggregate Principal Amount of 7% Convertible
      Senior Notes due 2015; and

   -- 111,112,000 Shares of Common Stock Issuable Upon
      Conversion of the Notes

The Company will pay interest on the 2015 Senior Notes at a rate
of 7% per year on March 15 and September 15 of each year,
beginning on September 15, 2009.

The Company notes that holders of 7% Convertible Senior Notes due
2015 and 111,112,000 shares of common stock issuable upon
conversion of the notes may offer for sale the notes and the
common stock at any time at market prices prevailing at the time
of sale or at privately negotiated prices.  The selling
securityholder may sell the notes or the common stock directly to
purchasers or through underwriters, broker-dealers or agents, who
may receive compensation in the form of discounts, concessions or
commissions.  The Company will not receive any of the proceeds
from the sale of the notes or the common stock by the selling
securityholder.

The Company says the trading market for the notes is limited.  The
Company's common stock currently trades on the Nasdaq Global
Select Market under the symbol "LVLT."  On July 8, 2009, the
reported sale price of the Company's common stock on the Nasdaq
Global Select Market was $1.43 per share.

A full-text copy of the Prospectus is available at no charge at
http://ResearchArchives.com/t/s?3ef2

                   About Level 3 Communications

Level 3 Communications, Inc. (NASDAQ: LVLT) --
http://www.Level3.com/-- is an international provider of fiber-
based communications services.  Enterprise, content, wholesale and
government customers rely on Level 3 to deliver services with an
industry-leading combination of scalability and value over an end-
to-end fiber network.  Level 3 offers a portfolio of metro and
long-haul services, including transport, data, Internet, content
delivery, and voice.

                          *     *     *

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings has lowered the rating assigned to Level 3
Communications, Inc.'s convertible subordinated notes to 'CC/RR6'
from 'CCC-/RR6'.  The rating action brings the subordinated note
ratings in line with Fitch's revised rating definition and mapping
criteria.  Approximately $484 million of convertible subordinates
notes outstanding as of March 31, 2009, was effected by Fitch's
action.  As of March 31, 2009, LVLT had approximately $6.4 billion
of debt outstanding.

On June 25, the TCR said Fitch assigned a 'CCC/RR5' rating to
Level 3's $200 million issuance of 7% convertible senior notes due
March 2015.  The notes will rank pari passu with LVLT's existing
senior unsecured indebtedness.  LVLT along with its wholly owned
subsidiary Level 3 Financing, Inc., have a 'B-' Issuer Default
Rating and a Positive Rating Outlook.  The proceeds from the note
offering along with approximately
$78.2 million of cash (plus accrued interest) will be exchanged
for a portion of LVLT's outstanding 6% convertible subordinated
notes due 2010 and its 2.875% convertible senior notes due 2010
pursuant to an exchange agreement the company has entered into
with certain institutional investors.

From Fitch's perspective the debt exchange and the open market
debt repurchases have a positive effect on LVLT's credit profile
and alleviates concerns related to the company's liquidity
position seeing that a significant portion of the exchange and
repurchases were targeted at outstanding debt scheduled to mature
between 2009 and 2010.  After the close of the exchange, expected
to occur before the end of the second quarter, and considering the
open market debt repurchases, LVLT has a total of $241 million of
debt maturing during the balance of 2009 and 2010.


LIFE SCIENCES: Inks Merger Deal with Entity Owned by CEO Baker
--------------------------------------------------------------
Rite Aid Corp. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q for the period ended May 30,
2009.

In June 2009, Rite Aid repaid all borrowings outstanding under its
revolving credit facility due September 2010 and cancelled all of
its $1.75 billion of commitments thereunder.  Rite Aid also paid
all borrowings due under its $145.0 million Tranche 1 Term Loan
due September 2010.  Rite Aid financed the repayments with
borrowings under a new $1.0 billion revolving credit facility due
September 2012, the issuance of a $525.0 million Tranche 4 term
loan due June 2015 and the issuance of $410.0 million of new 9.75%
senior secured notes due June 2016.  The terms of Rite Aid's
senior secured credit facility were amended to permit the
Refinancing and provided additional flexibility to refinance the
accounts receivable securitization facilities.  Rite Aid incurred
fees of approximately $45.0 million to consummate the Refinancing,
which will be deferred and amortized over the terms of the related
debt instruments.

Rite Aid admits to being highly leveraged.  Rite Aid explains its
high level of indebtedness: (i) limits its ability to obtain
additional financing; (ii) limits its flexibility in planning for,
or reacting to, changes in the business and the industry; (iii)
places it at a competitive disadvantage relative to competitors
with less debt; (iv) renders it more vulnerable to general adverse
economic and industry conditions; and (v) requires it to dedicate
a substantial portion of its cash flow to service debt.

"Based upon our current levels of operations and planned
improvements in our operating performance, we believe that cash
flow from operations together with available borrowings under the
senior secured credit facility, sales of accounts receivable under
our securitization agreements and other sources of liquidity will
be adequate to meet our requirements for working capital, debt
service and capital expenditures for the next twelve months,"
according to Rite Aid.  "We will continue to assess our liquidity
position and potential sources of supplemental liquidity in light
of our operating performance, and other relevant circumstances.
Should we determine, at any time, that it is necessary to obtain
additional short-term liquidity, we will evaluate our alternatives
and take appropriate steps to obtain sufficient additional funds.
There can be no assurance that any such supplemental funding, if
sought, could be obtained or if obtained, would be on terms
acceptable to us."

As reported by the Troubled Company Reporter on June 25, 2009,
Rite Aid reported revenues of $6.5 billion and a net loss of $98.4
million or $0.11 per diluted share for its fiscal first quarter
ended May 30, 2009.  Adjusted EBITDA was $249.2 million or 3.8
percent of revenues.  Revenues for the 13-week first quarter were
$6.5 billion versus revenues of $6.6 billion in the prior year
first quarter. Revenues declined 1.2 percent, primarily as a
result of store closings.

Net loss for the first quarter was $98.4 million or $0.11 per
diluted share compared to last year's first quarter net loss of
$156.6 million or $0.20 per diluted share.  Contributing to this
quarter's net loss was a $67.0 million non-cash charge related to
store closings partially offset by a $20.0 million gain on asset
sales, including prescription files.

At May 30, 2009, Rite Aid has $8,019,180,000 in total assets and
$9,309,811,000 in total liabilities, resulting in $1,290,631,000
in stockholders' deficit.

A full-text copy of Rite Aid's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3efd

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *   *   *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.


LIFE SCIENCES: Inks Merger Deal with Entity Owned by CEO Baker
--------------------------------------------------------------
Life Sciences Research, Inc., has entered into a definitive merger
agreement to be acquired by Lion Holdings, Inc., an entity
controlled by LSR's Chairman and Chief Executive Officer, Andrew
Baker, for $8.50 per share in cash.  Mr. Baker currently
beneficially owns approximately 17.5% of the outstanding shares of
LSR.

Under the terms of the merger agreement, LSR stockholders, other
than Mr. Baker and his affiliates, will receive $8.50 in cash for
each outstanding share of LSR common stock, representing a premium
of approximately 77 percent over LSR's closing share price of
$4.79 on March 3, 2009, the last trading day prior to public
announcement of Mr. Baker's initial March 3, 2009 proposal to
acquire the Company for $7.50 per share.  The $8.50 per share
purchase price also represents a premium of 13% over Mr. Baker's
initial proposal, and a premium of 18% over LSR's closing share
price of $7.18 on July 8, 2009, the last full trading day prior to
the merger announcement.

A Special Committee consisting of LSR's independent directors was
charged with evaluating strategic alternatives for the Company and
unanimously recommended approval of the merger.  Based upon this
recommendation, LSR's Board of Directors -- with Andrew Baker and
Brian Cass abstaining -- approved the merger and resolved to
recommend that LSR stockholders approve the merger.  The Special
Committee was advised by independent counsel and an independent
financial advisor who provided a fairness opinion to the Special
Committee.

"The strategic review process conducted by the Special Committee
was rigorous and thorough and involved extensive negotiations over
a four-month period", said Gabor Balthazar, Chairman of the
Special Committee.  "With the assistance of our independent
financial advisor and legal counsel, the Special Committee spent a
significant amount of time and effort exploring strategic
alternatives, including a broad solicitation of third party
proposals.  We believe this transaction is in the best interests
of Life Sciences Research and its stockholders."

The transaction is expected to close in the fourth quarter of 2009
and is subject to certain closing conditions, including approval
by LSR stockholders and the absence of a "company material adverse
effect" and other closing conditions set forth in the merger
agreement.  Pursuant to the merger agreement, the merger must be
approved not only by the affirmative vote of holders of at least a
majority of the outstanding shares entitled to vote on the merger,
but also by a majority of the votes cast by holders of outstanding
LSR shares, excluding for such purposes any votes cast by Lion
Holdings, Inc., Lion Merger Corp., Andrew Baker or any other
"interested party".

The Company is restricted from directly or indirectly soliciting,
negotiating, or facilitating an alternative acquisition proposal
with a third-party, unless the proposal constitutes or is
reasonably likely to constitute a "Superior Proposal" and certain
other conditions are satisfied.  However, the Company must pay
Lion a termination fee of $2,230,000 if the Company accepts a
Superior Proposal or the Company terminates -- or, under certain
circumstances, Lion terminates -- the Merger Agreement after the
Company's Board of Directors changes its recommendation to the
stockholders.

Lion has provided the Company with executed equity and debt
financing commitments that provide for the necessary funds to
consummate the transactions contemplated by the Merger Agreement.
The Merger Agreement does not contain a financing condition.

If the closing conditions are satisfied five business days before
December 8, 2009, and Lion is unable to obtain the proceeds of
such financing to consummate the Merger and provided that the
Company is not then in material breach of the Merger Agreement,
the Company may terminate the Merger Agreement and Lion will be
required to pay the Company a termination fee of $2,230,000.

The Merger Agreement contains other termination rights for either
the Company or Lion under certain circumstances, including if the
Merger is not consummated by December 8, 2009 or the required
approval of the Merger by the Company's stockholders is not
obtained.  The Company may terminate the Merger Agreement in
connection with a Superior Proposal or a change in the Board's
recommendation to stockholders with respect to the Merger and
under certain other circumstances.  Lion may terminate the Merger
Agreement in connection with the Company's pursuit of an
alternative acquisition proposal, if the Company fails to include,
in the proxy statement, the Board's recommendation to stockholders
to approve the Merger, if the stockholder meeting is not called as
required under the Merger Agreement and under certain other
circumstances.

If either Company or Lion willfully or intentionally breaches the
Merger Agreement in any material respect, the other party may
terminate the Merger Agreement in which case the breaching party
must pay the other party a termination fee of $4,460,000.  Under
certain other circumstances, the Merger Agreement may be
terminated and either Company or Lion must pay the other a lower
fee of $1,000,000.

Mr. Baker commented, "I am delighted that the Special Committee
has unanimously recommended, and the Board has approved, this
transaction.  I look forward to continuing to work with the
outstanding employees of the Company."

                       About the Transaction

In connection with the proposed merger, LSR will file a proxy
statement with the U.S. Securities and Exchange Commission as soon
as practicable.  When completed, a definitive proxy statement and
a form of proxy will be mailed or made available to the
stockholders of the Company.  Investors and security holders may
obtain a free copy of the proxy statement (when available) and
other documents filed by LSR at the U.S. Securities and Exchange
Commission's Web site at http://www.sec.gov/and on the Company's
web site at http://www.lsrinc.net/

LSR and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with
the proposed merger.  Information concerning the interests of
LSR's participants in the solicitation of proxies will be set
forth in LSR's proxy statement referred to above and additional
information regarding LSR's directors and executive officers is
included in LSR's 2009 proxy statement and 2008 Annual Report on
Form 10-K, previously filed with the U.S. Securities and Exchange
Commission.  Stockholders may obtain additional information
regarding the interests of the Company's directors and executive
officers in the merger and the solicitation of proxies, which may
be different than those of the Company's stockholders generally,
by reading the proxy statement and other relevant documents
regarding the merger, when filed with the SEC.

A full-text copy of the Agreement and Plan of Merger is available
at no charge at http://ResearchArchives.com/t/s?3ef7

Meanwhile, on June 30, 2009, Huntingdon Life Sciences, Inc.
Savings and Investment Plan informed the Securities and Exchange
Commission that it was unable to file, without unreasonable effort
and expense, its Form 11-K for the period ended December 31, 2008.
The Company has incurred a delay in assembling the information
required to be included in the report.

                    About Life Sciences Research

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

At March 31, 2009, the Company's balance sheet showed total assets
of $173.8 million and total liabilities of $185.0 million,
resulting in a stockholders' deficit of $11.2 million.


LODGENET INTERACTIVE: Sells Preferreds to Merrill; Raises $57.5MM
-----------------------------------------------------------------
LodgeNet Interactive Corporation reports that on June 23, 2009, it
entered into a purchase agreement with Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representative of the initial
purchaser, pursuant to which the Company agreed to sell up to
50,000 shares of the Company's 10% Series B Cumulative Perpetual
Preferred Stock, $0.01 par value, with a liquidation preference of
$1,000.00 per share, of the Company.  In addition, the Company
granted to the Initial Purchaser an option to purchase up to an
additional 7,500 shares of Preferred Stock.

The offering was made pursuant to Rule 144A under the Securities
Act of 1933, as amended.  The global certificate for the Preferred
Stock contains a legend stating that the securities have not been
registered under the Securities Act and setting forth the
restrictions on the transferability and the sale of the
securities.

The Initial Purchaser has represented to the Company that it has
such knowledge and experience in financial and business matters
and in investments of the type contemplated by the purchase
agreement that allows it to evaluate the merits and risks of the
purchase.

On June 29, 2009, the Company completed its offering of 57,500
shares of the Preferred Stock (inclusive of the Initial
Purchaser's exercise of the option to purchase an additional 7,500
shares of Preferred Stock) bringing the total aggregate
liquidation preference of the Preferred Stock sold to $57.5
million.  The Company will pay the Initial Purchaser discounts and
commissions of 6% of the aggregate liquidation preference of the
Preferred Stock sold.

The terms of the Preferred Stock provide for cumulative dividends
from the date of original issue at a rate of 10% per annum of the
$1,000 liquidation preference per share (equivalent to an annual
rate of $100 per share), subject to adjustment in certain
circumstances.  Dividends on the Preferred Stock will be payable
quarterly in arrears, beginning on October 15, 2009.  Any
dividends must be declared by the Company's board of directors and
must come from funds that are legally available for dividend
payments.

As provided in the Certificate of Powers, Designations,
Preferences and Rights of the 10% Series B Cumulative Perpetual
Convertible Preferred Stock ($0.01 Par Value) (Liquidation
Preference $1,000 Per Share), the Preferred Stock will be
convertible, at the holder's option, in certain circumstances,
into common stock of the Company at an initial conversion rate of
264.5503 shares of the Company's common stock per share of
preferred stock, which is equivalent to an initial conversion
price of $3.78 per share.

The Company may also elect, on or prior to July 15, 2014, to
mandatorily convert some or all of the Preferred Stock into shares
of the Company's common stock if the closing price of the
Company's common stock has equaled or exceeded 150% of the
conversion price for at least 20 of the 30 consecutive trading
days ending the day before the Company sends the notice of
mandatory conversion not less than 15 nor more than 30 days'
notice.  If the Company elects to mandatorily convert any
Preferred Stock, it will make an additional payment on the
Preferred Stock equal to the aggregate amount of dividends that
would have accrued and become payable through and including
July 15, 2014, less any dividends already paid on the Preferred
Stock.

After July 15, 2014, the Company may elect to mandatorily convert
some or all of the Preferred Stock into shares of the Company's
common stock if the closing price of the Company's common stock
has exceeded 125% of the conversion price, for at least 20 of the
30 consecutive trading days ending the day before the Company
sends the notice of mandatory conversion not less than 15 nor more
than 30 days' notice.  If the Company elects to mandatorily
convert any Preferred Stock, it will make an additional payment on
the Preferred Stock equal to all accrued and unpaid dividends.

If a holder elects to convert the Preferred Stock in connection
with certain specified fundamental changes that occur on or prior
to July 15, 2014, the Company may be obligated to increase the
conversion rate of the Preferred Stock.  In addition, upon a
fundamental change when the stock price of the Company's common
stock is less than $3.43, the holders may require the Company to
convert some or all of the holders' shares of Preferred Stock at a
conversion rate equal to the liquidation preference of the
Preferred Stock, plus all accrued and unpaid dividends, divided by
97.5% of the market price of the Company's common stock; provided
that in no event will a holder of the Preferred stock be entitled
to receive upon conversion more than 291.5451 shares of common
stock per $1,000 liquidation preference of the Preferred Stock for
such liquidation preference plus accrued and unpaid dividends with
respect thereto.

For so long as the Preferred Stock is outstanding and the
Company's credit facility (or any other agreement with a similar
restriction) limits the Company's ability to declare or pay any
dividend (other than dividends payable solely in Common Stock) on,
or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any of the
Company's capital stock, including the Preferred Stock, or make
any other distribution in respect thereof, which may be subject to
certain exceptions, including a general exception for an aggregate
amount the calculation of which is specified in such credit
facility or other agreement -- Restricted Payment Basket -- the
Company shall not use availability under the Restricted Payment
Basket other than with respect to payment of dividends, or make-
whole payments, on the Securities, except with respect to any such
restricted payment that would not reduce availability under the
Restricted Payment Basket to an amount less than (1) $25 million,
less (2) any dividends actually paid on the Preferred Stock from
the date of issuance to the date of determination of availability
under the Restricted Payment Basket.

The Preferred Stock has no maturity date or voting rights prior to
conversion into the Company's common stock, except in limited
circumstances.

The terms of the Preferred Stock are more fully described in the
Certificate of Designations.  A full-text copy of the Certificate
of Designations is available at no charge at:

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

LodgeNet expects to use half of the net proceeds of the offering
to immediately reduce the outstanding balance on the term loan
under its Credit Facility and use the balance of the proceeds for
general corporate purposes, including further voluntary reductions
of the term loan.

"The successful completion of this offering significantly
strengthens our balance sheet and better positions us to continue
to implement our strategic growth initiatives," said Scott C.
Petersen, Chairman and CEO of LodgeNet Interactive Corporation.
"The resulting decrease in our leverage and increase in our cash
position will greatly assist us in continuing to maintain
compliance with our Credit Facility -- which has very favorable
pricing terms -- despite a very challenging and uncertain economic
outlook."

                    About LodgeNet Interactive

LodgeNet Interactive Corporation -- http://www.lodgenet.com/--
provides media and connectivity solutions for hospitality,
healthcare and other guest-based businesses.  LodgeNet serves more
than 1.9 million hotel rooms representing 10,100 hotel properties
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet owns and operates businesses under the industry leading
brands: LodgeNet, LodgeNetRX, and The Hotel Networks.  LodgeNet is
listed on NASDAQ and trades under the symbol LNET.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


MAGNACHIP SEMICON: Panel Balks at Lenders' Cash Collateral Deal
---------------------------------------------------------------
The official committee of unsecured creditors of MagnaChip
Semiconductor LLC objected to the Debtor's request to approve a
cash collateral agreement with its senior lenders saying the deal
is meant to for a swift liquidation for the benefit of lenders
before the U.S. Bankruptcy Court for the District of Delaware,
according to Law360.  The Committee said the terms of the cash
collateral use must be denied, the report says.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MASA DEV'T: Files for Chapter 11; Chili Willi's to Remain Open
--------------------------------------------------------------
Masa Development LLC and its restaurant, Chili Willi's Mexican
Cantina restaurant has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the Southern District of West
Virginia.  The Company has over $1,000,000 in liabilities.

Jean Tarbett Hardiman at The Herald Dispatch reports that Masa
Development, which needs to restructure its mortgage and capital
debt, collapsed due to the downturn in the economy.  The report
quoted Masa Development owner and president Ron Smith as saying,
"We had to find a way to operate in this environment.  Our debt
was not structured for that.  We had to restructure so our balance
sheet could withstand that."

According to The Herald Dispatch, much of Masa Development's debt
was incurred when it changed locations in 2004, moving eastward on
4th Avenue.  Masa Development said in its disclosure statement
that all of its equipment and furnishings were unencumbered until
that time.  Masa Development borrowed a total of $1.267 million to
open at the new location, The Herald Dispatch states.  Masa, says
The Herald Dispatch, constructed a new facility with a parking
lot, and furnished and equipped it.  According to the report,
total liabilities are currently over $1 million.

Masa Development operated profitably from 2005 to 2007 and then
suffered a 20% drop in gross revenue last year, reaching a point
where secured debt couldn't be sustained, according to the
Company's disclosure statement.

"By 2007, business was on an upturn and we were thinking the move
was great for us," but the start of the economic recession slowed
everything down, The Herald Dispatch states, citing Mr. Smith.

Masa Development hasn't laid off any of its workers, and Chili
Willi's ChiliFest will go on as planned on September 19, The
Herald Dispatch reports.

Huntington, West Virginia-based Masa Development LLC is the
holding company of 1315 4th Avenue restaurant, Chili Willi's
Mexican Cantina.  The Company has been operating for 26 years.


MICHAELS STORES: Debt Trades at 21% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 78.22 cents-
on-the-dollar during the week ended on July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.69 percentage points
from the previous week, The Journal relates.  The loan matures on
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                     About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended January 31, 2009 -- the Company posted a $5 million net loss
on $3.81 billion in net sales.


MIRANT CORP: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Mirant Corp. is a
borrower traded in the secondary market at 94.50 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.71 percentage
points from the previous week, The Journal relates.  The loan
matures on December 30, 2012.  The Company pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba2 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 10,
2009, among the 144 loans with five or more bids.

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


NATIONAL CONSUMER: Moody's Cuts Senior Note Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured medium-
term note rating of the National Consumer Cooperative Bank to Ba3
from Baa2.  Moody's also downgraded the subordinated medium-term
note rating to B1 from Baa3.  The Baseline Credit Assessment was
also lowered to 13 (on a scale of 1 to 21) from 9.  The outlook is
negative.  NCB is a holding company whose major subsidiary is NCB,
FSB; a deposit-taking thrift.  The thrift is unrated.

The downgrades reflect Moody's view that NCB's financial
flexibility is constrained because of its limited funding options.
Moody's noted that NCB's bank facility, a key funding source, has
been reduced and that further reductions will occur.

In March 2009, NCB amended the terms of its bank facility due to a
covenant breach.  The new terms included liens on all assets,
relief on certain covenants and a reduction in the overall amount
of the facility to $225 million from $350 million.  In addition,
the amount of the bank facility will further decline by $30
million each quarter until it matures on December 15, 2010.

The negative outlook reflects Moody's expectations that asset
quality will continue to weaken which will in turn pressure
profitability through 2009.

Moody's BCA measures the likelihood that a financial institution
will require financial assistance from third parties, such as the
government or shareholders, rather than the probability that a
financial institution would receive such support.  Key rating
considerations include financial fundamentals, franchise value,
and business and asset diversification.

The last rating action occurred on January 19, 2006, when Moody's
affirmed all ratings.

These ratings were downgraded:

* Senior unsecured medium-term notes to Ba3 from Baa2
* Subordinated medium-term notes to B1 from Baa3


NEENAH FOUNDRY: Moody's Cuts Corp. Family Rating to 'Caa3'
----------------------------------------------------------
Moody's Investors Service downgraded Neenah Foundry Company's
Probability of Default and Corporate Family Rating to Caa3 and Ca,
respectively.  The rating of its $225 million senior secured notes
due 2017 was lowered to Ca from Caa2.  The rating outlook remains
negative.

The downgrade of Neenah's probability of default to Caa3 reflects
the heightened default risk as the company's credit metrics and
liquidity continue to deteriorate and Moody's expectation that
potential covenant violations, a payment default or debt
restructuring are likely in the next 6-12 months.

Though somewhat diversified by business segment, Neenah's recent
financial results have been negatively impacted by the convergence
of the dramatic cyclical declines being seen by most of its end
markets, such as the much reduced production volume of heavy-duty
commercial vehicle, lower demand in the heavy municipal segment as
well as the agriculture and construction segment.  These
conditions are expected to continue through 2009 and for Neenah
the effects will be exacerbated by its high operating leverage and
significant business concentration with the commercial vehicle
segment, at a time when its level of fixed charges remains
elevated from high debt balance.  As a result of these conditions,
the company announced it entered into an agreement with the holder
of its 12.5% Senior Subordinated Notes due 2013, to allow the
company to defer the entire semi-annual interest payment due
July 1, 2009.  The company also anticipated that its unused
availability under its asset-based revolving credit facility will
fall below the $15 million threshold applicable to its springing
financial covenant during the fourth quarter of 2009 (ending
September 30, 2009).  Moody's estimates that Neenah would not be
in compliance with the covenant should the covenant become
operative.  Thus, a covenant default would occur if a timely
amendment/waiver is not secured.

The negative outlook reflects Moody's belief that, absent a
significant improvement in industry conditions, Neenah's current
capital structure is unsustainable.  Beyond the need for covenant
relief, Moody's believes that some form of distressed
restructuring of the debt could be likely; any such distressed
debt exchange would be viewed as a default for rating purposes.

Given the severely declined cash flow generation and the resultant
reduced enterprise value, Moody's employs a 35% family recovery
rate in its Loss Given Default assessment for the company, which
drives the positioning of the CFR at Ca under the Loss Given
Default Methodology.

The rating actions are:

* Corporate Family Rating -- to Ca from Caa2

* Probability of Default -- to Caa3 from Caa2

* $225 million of senior secured notes due 2017, to Ca (LGD5,
  71%) from Caa2 (LGD4, 54%).

Neenah's $110 million asset based senior secured revolving credit
facility, and $75 million senior subordinated notes are not rated
by Moody's.  Moody's last rating action on Neenah was on February
26, 2009, when its CFR was downgraded to Caa2 from Caa1.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual revenues approximate
$472 million.


NORANDA ALUMINUM: S&P Downgrades Rating on Senior Facility to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Noranda Aluminum Acquisition Corp.'s senior secured facility to
'D' from 'CC' and removed the rating from CreditWatch with
negative implications.  The recovery rating remains a '3'.  The
facility includes the company's $250 million revolving credit
facility and $500 million term loan.

The rating action reflects confidential information made available
to us, which has caused us to have a different view than had been
reflected in the previous ratings.


PINNACLE FOODS: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 89.92 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.88 percentage
points from the previous week, The Journal relates.  The loan
matures on April 2, 2014.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

Based in Mt. Lakes, N.J., Pinnacle Foods Finance LLC manufactures,
markets and distributes branded food products.  It was formerly
referred as Pinnacle Foods Group Inc., prior to April 2, 2007.


PROLIANCE INT'L: Gets Additional 30 Days for Schedules Filing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
for an additional 30 days Proliance International, Inc. and its
debtor-affiliates' time to file their (i) schedules of assets and
liabilities; (ii) schedules of executory contracts and unexpired
leases; and (iii) statements of financial affairs.

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
As of June 22, 2009, Proliance had assets of $160.3 million and
debts of $133.5 million.


PROLIANCE INT'L: Employs Garden City as Claims and Notice Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Proliance International, Inc. and its debtor-affiliates to employ
The Garden City Group, Inc. as claims, noticing and balloting
agent.

GCG will, among other things:

   i) prepare and serve all notices required in the Chapter 11
      cases;

  ii) assist the Debtors with the reconciliation and resolution
      of claims; and

iii) mail and tabulate ballots for purposes of voting in
      Chapter 11 cases.

Jeffrey S. Stein, vice president of GCG, tells the Court that the
firm received a $50,000 retainer.

The hourly rates of GCG personnel are:

     Administrative                            $45 -  $70
     Data Entry Processors                        $55
     Mailroom and Claims Control                  $55
     Project Administrators                    $70 -  $85
     Quality assurance Staff                   $80 - $125
     Project Supervisors                       $95 - $110
     Systems & Technology Staff               $100 - $200
     Graphic Support                              $125
     Project Managers, Senior Project
     Managers and Department Managers         $125 - $150
     Directors, Senior Consultants, and
     Assistant Vice Presidents                $175 - $225
     Senior Management                            $250

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

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
As of June 22, 2009, Proliance had assets of $160.3 million and
debts of $133.5 million.


PROLIANCE INT'L: Requests NYSE Delisting of Common Stock
--------------------------------------------------------
Proliance International, Inc., voluntarily requested the NYSE Amex
Exchange to delist its common stock from trading on the NYSE Amex
Exchange.  This announcement follows the filing of voluntary
petitions by the Company and its U.S. subsidiaries in the U.S.
Bankruptcy Court for the District of Delaware under Chapter 11 of
the U.S. Bankruptcy Code.

The Company does not intend to relist its common stock on another
exchange as it expects there will be no recovery to the common
stockholders upon completion of the bankruptcy process.  The NYSE
Amex Exchange previously halted trading of the Company's common
stock on June 24, 2009.

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
As of June 22, 2009, Proliance had assets of $160.3 million and
debts of $133.5 million.


PROSPECT MEDICAL: Moody's May No Longer Downgrade Caa1 Rating
-------------------------------------------------------------
Moody's Investors Service announced that it is continuing its
review of Prospect Medical Holdings, Inc.'s ratings (first lien
senior secured debt rating at B3; second lien senior secured debt
rating at Caa3; and corporate family rating at Caa1), but changing
the direction of the review to uncertain from possible downgrade.
The rating action follows the announcement that Prospect has
entered into an agreement with its lenders waiving all asserted
events of default under its existing bank credit agreement.

In addition, in connection with Prospect's announced plans to
undertake a refinancing of its existing credit facility, Moody's
has assigned a provisional (P)B3 rating to Prospect's proposed
$160 million senior secured notes.  The provisional (P)B3 rating
on the proposed debt assumes that the proceeds will be used to
immediately repay all of the existing first and second lien debt
and that the new notes (along with an unrated proposed $15 million
credit facility) will be the sole debt outstanding, as required
under the bank covenants.  The provisional rating will become
final upon successful refinancing and receipt of and satisfactory
review of final documentation of the senior notes.

Moody's stated that the change in the review to direction
uncertain from possible downgrade reflects the expected benefits
from a successful refinancing of the existing bank debt and the
continued earnings improvements at Prospect, particularly in its
Hospital Services segment.  Vice President and Senior Credit
Officer Stephen Zaharuk noted, "Should Prospect successfully
obtain refinancing and use the proceeds to pay off the
approximately $138 million outstanding under Prospect's existing
credit facility, the improvement in the company's financial
flexibility would have a positive impact on the company's overall
financial profile."

According to the rating agency, the review will focus on the
ability of Prospect to secure refinancing for its existing credit
facility, which is now required-as a condition to the lender's
agreement to waive events of default-to be paid off no later than
October 31, 2009.  If the refinancing is successful and the
existing debt is paid off, the CFR will likely be upgraded one
notch to B3 consistent with the rating on the new debt.  In
conjunction with the refinancing and repayment of the existing
debt, the B3/Caa3 ratings on the existing credit facility will be
withdrawn.  However, if the refinancing is not successful and the
company misses the October 31, 2009 deadline, triggering an event
of default, then the ratings would likely be downgraded.

The proposed 5 year $160 million senior secured notes will be
secured by a first priority lien on all of Prospect's assets,
except for accounts receivable which will be secured by a second
priority lien.  The expected uses of the proceeds are the full
repayment of the outstanding debt on the current credit facility,
breakage costs on its interest rate swaps and fees and expenses in
connection with the prepayment and issuance of the new debt.

According to Moody's, while upward ratings potential exists, any
upgrade to the CFR would likely be limited to one notch,
reflecting concerns with the ability of the hospital segment to
continue to produce consistent earnings over the intermediate- to
long-term.  Notably, a large percentage of the hospital segment's
revenues are derived from Medicare and Medi-Cal, which are both
currently facing financial pressure.  The rating agency also noted
that Prospect's IPA Management segment is under pressure from
declining HMO enrollment in Southern California, with the
prospects for expansion being somewhat limited.  However,
Prospect's recent investment in Brotman Medical Center could
provide opportunities for growth and synergies with Prospect's IPA
segment.

The direction of the review of these ratings was changed to
direction uncertain from possible downgrade:

* Prospect Medical Holdings, Inc. -- first lien senior secured
  debt rating at B3; second lien senior secured debt rating at
  Caa3; corporate family rating at Caa1.

This rating was assigned:

* Prospect Medical Holdings, Inc. -- provisional senior secured
  debt rating at (P)B3.

Prospect Medical Holdings, Inc. is headquartered in Los Angeles,
California.  For the six month period ending March 31, 2009, total
revenue was $170 million with ending HMO enrollees of
approximately 173,900.  As of March 31, 2009 the company reported
shareholders' equity of $73.9 million.

Moody's most recent rating action on Prospect was on April 1, 2009
when Moody's placed Prospect's ratings (CFR at Caa1) under review
for possible downgrade following the notice of non-monetary
default from its lenders.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


PROSPECT MEDICAL: S&P Puts B Rating on $160 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level and recovery ratings on Prospect Medical Holdings
Inc.'s proposed $160 million senior secured notes due 2014.  The
securities were rated 'B' (the same level as the expected post-
transaction 'B' counterparty credit rating on the company).  The
recovery rating is '4', indicating S&P's expectation for average
(30%-50%) recovery for noteholders in the event of payment
default.  (These ratings are based on preliminary terms and
conditions.)

Prospect Medical will use the proceeds from the senior secured
notes to refinance its outstanding first-lien and second-lien
credit facilities and to pay for breakage costs on its interest
rate swaps and fees and expenses in connection with the prepayment
and issuance of the new debt.  The company will be the borrower
under the notes, which will be guaranteed by the company's
Prospect Medical Group Inc. subsidiary and by existing and future
material wholly owned domestic subsidiaries of the borrower and of
PMG, but excluding the Brotman Medical Center Inc. subsidiary.

S&P's counterparty credit rating on Prospect Medical remains on
CreditWatch with developing implications.  "Upon completion of the
planned secured notes offering, S&P plan to raise this rating to
'B' from 'B-' and remove it from CreditWatch," said Standard &
Poor's credit analyst Joseph Marinucci.  "The offering would
address key balance-sheet weaknesses associated with its existing
debt facilities."  In addition, S&P plans to withdraw its ratings
on the company's first-lien and second-lien credit facilities.
However, if the company is unsuccessful with its secured notes
offering and the existing capital structure is expected to remain
in place beyond the near term, S&P could lower the counterparty
credit rating on Prospect Medical by one or more notches into the
'CCC' category.


QSGI INC: To Continue Some Operations While in Bankruptcy
---------------------------------------------------------
QSGI, Inc., has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Southern District of Florida.

QSGI said in a statement that it believes that the bankruptcy
filing will let it continue some operations while it works to
restructure its financial obligations and restructure operations.

QSGI is interviewing financial advisory firms specializing in
corporate restructuring to assist management with its
restructuring.

Geoffrey A. Smith had tendered his resignation from the Boards of
Directors of QSGI.  Robert W. VanHellemont had also tendered his
resignation from the Boards of Directors of the Company.

Bradley Shraiberg, of Boca Raton-based Shraiberg, Ferrara &
Landau, assists QSGI in its restructuring efforts.

QSGI Inc. is a Palm Beach-based data security company.  It offers
a full suite of information technology solutions to help
corporations and governmental agencies better manage hardware
assets, reduce maintenance expenses, build best practices for data
security and assure regulatory compliance.  The Company has major
operations in Minnesota.


QSGI, Inc., together with its affiliates, filed for Chapter 11 on
July 2 (Bankr. S.D. Fla. Case No. 09-23658).  Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A., serves as
bankruptcy counsel.  QSGI said at the time of the filing that it
had assets of almost $24 million against debts of $22.7 million.


REGAL CINEMAS: Moody's Rates $300MM Senior Unsec. Notes to 'B1'
---------------------------------------------------------------
Moody's Investors Service rated Regal Cinemas Corporation's new
$300 million 10-year senior unsecured notes B1.  RCC is an
indirect, wholly-owned subsidiary of Regal Entertainment Group, a
publicly trading investment holding company.  Proceeds will be
used to repay a portion of RCC's $1.7 billion senior secured term
loan due October 27, 2013, and to pay related fees and expenses,
and has the impact of modestly extending Regal's weighted average
term-to-maturity.  Since the transaction is approximately neutral
to the company's consolidated debt level, it has no impact on the
group's overall corporate family and probability of default
ratings (CFR and PDR respectively), and both were affirmed at Ba3.
However, Regal's Ba3 CFR is predicated upon sustainable growth in
free cash flow that would provide evidence of meaningful debt
repayment ability.  Even with a recent dividend cut, it now
appears that Regal will not be able to increase free cash flow
beyond a relatively nominal percentage of total adjusted debt on a
sustainable basis.  Accordingly, the rating outlook has been
repositioned to negative.

However, with modest positive free cash flow, a material cash
position and an un-drawn revolving credit facility, access to
which is unlikely to be hampered by financial covenant compliance
issues, Regal is assessed as having good liquidity.  Accordingly,
the company has been assigned an SGL-2 speculative grade liquidity
rating.

As the new notes are senior unsecured and rank behind the
company's senior secured bank credit facility, they are ranked two
notches lower than the company's senior secured bank credit
facility.  The note issue also decreases the relative proportion
of senior secured debt in Regal's top-heavy debt structure.
However, the impact is relatively small and has no impact on the
bank credit facility's rating and only a nominally positive impact
on the applicable loss given default (LGD) assessment.

Assignments:

Issuer: Regal Cinemas Corporation

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1
     (LGD5, 80%)

Issuer: Regal Entertainment Group

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Regal Cinemas Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Regal Entertainment Group

  -- Outlook, Changed To Negative From Stable

Other rating actions:

Issuer: Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility, Unchanged at Ba2 with
     the LGD assessment revised to LGD3, 30% from LGD3, 40%

Moody's most recent rating action concerning Regal was taken on
January 28, 2009, at which time, among other things, the company's
Ba3 CFR and PDR were affirmed.

Regal's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Regal's core industry and regal's ratings are believed
to be comparable to those of other issuers of similar credit risk.

Regal Entertainment Group (Regal) is the parent company of Regal
Entertainment Holdings, Inc., which is the parent company of Regal
Cinemas Corporation and its subsidiaries.  The Company operates a
theatre circuit in the United States, consisting of 6,773 screens
in 549 theatres in 39 states and the District of Columbia.  Regal
develops, acquires and operates multi-screen theatres primarily in
mid-sized metropolitan markets and suburban growth areas of larger
metropolitan markets throughout the United States.

                           *     *     *

Moody's 'B1' rating on the $300 million senior notes is two
notches higher than Standard & Poor's 'B-' rating.


REGAL CINEMAS: S&P Puts 'B-' Rating on $300MM Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned the new
$300 million senior unsecured notes due 2019 of Regal Cinemas
Corp., the operating subsidiary of Regal Entertainment Group, its
issue-level rating of 'B-' (two notches lower than the 'B+'
corporate credit rating on the company).  S&P also assigned this
debt a recovery rating of '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for noteholders in the event of
payment default.

In addition, S&P affirmed all of S&P's outstanding ratings on the
company, including the 'B+' corporate credit rating.

S&P expects the new notes to benefit from the same security and
guarantee package securing the company's existing subordinated
notes and, as a result, that the new notes will rank pari passu
with them.  Also, S&P expects that Regal will use proceeds from
the new notes to repay a portion of its existing bank debt.  Once
the bank debt is reduced, S&P will review the recovery rating on
the company's secured debt, and could revise it to '2', which
would indicate S&P's expectation of substantial (70% to 90%)
recovery for secured debtholders in the event of a payment
default, from '3'.  If S&P revise the recovery rating to '2', S&P
would also raise S&P's issue-level rating on the company's secured
debt to 'BB-' -- one notch higher than the 'B+' corporate credit
rating -- from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

The 'B+' rating on Regal Entertainment Group and subsidiary Regal
Cinemas Corp. (which S&P analyze on a consolidated basis) reflect
the company's aggressive financial policies and high leverage.
The rating also considers Regal's participation in the mature and
highly competitive U.S. movie exhibition industry, exposure to the
fluctuating popularity of Hollywood films, and the risk of
increased competition from the proliferation of entertainment
alternatives.  The company's modern theater circuit relative to
other major theater chains, large and geographically diverse U.S.
operations, and good profit margins relative to those of industry
peers represent positive considerations that do not offset the
risks.

Regal is the largest motion picture exhibitor in the U.S., with
6,773 screens in 549 theaters in 39 states and the District of
Columbia.  The company's aggressive cost management and cost
advantages from its large size are the main reason its profit
margins compare well with those of its rivals.  EBITDA margins at
approximately 19% are higher than the industry average and have
shown good stability.  However, Regal's participation in a highly
competitive business with high fixed costs and exposure to the
fluctuating popularity of films causes the company's discretionary
cash flow to be sensitive to swings in EBITDA.

                           *     *     *

Moody's 'B1' rating on the $300 million senior notes is two
notches higher than Standard & Poor's 'B-' rating.


REGAL ENTERTAINMENT: Unit Hikes Sr. Notes Offering to $400MM
------------------------------------------------------------
Regal Entertainment Group says its indirect wholly owned
subsidiary, Regal Cinemas Corporation, will offer $400 million
aggregate principal amount of senior notes due 2019 through a
private placement.  The Notes offering was increased from
$300 million aggregate principal amount.

The Notes will have an interest rate of 8.625% per annum and will
be issued at a price equal to 97.561% of their face value.  The
Company intends to use all of the net proceeds of the offering to
repay a portion of its existing credit facility.

The Notes will be guaranteed by Regal Entertainment Group and all
of the Company's subsidiaries that guarantee the Company's
existing credit facility.  The Company anticipates that the
offering will close on July 15, 2009, subject to customary closing
conditions.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as
amended, and outside the United States, only to non-U.S. investors
pursuant to Regulation S.  The Notes have not been registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

                     About Regal Entertainment

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,782 screens in 549 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
33 and 44 of the top 50 U.S. designated market areas.

As of April 2, 2009, the Company had $2,563,000,000 in total
assets and $2,809,900,000 in total liabilities.


REVLON INC: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Revlon, Inc., is a
borrower traded in the secondary market at 89.64 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.57 percentage
points from the previous week, The Journal relates.  The loan
matures on December 20, 2011.  The Company pays 400 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 10, 2009, among
the 144 loans with five or more bids.

                         About Revlon

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2009, Revlon Inc. had $784,700,000 in total assets;
$300,900,000 in total current liabilities, $1,183,600,000 in long-
term liabilities, $107,000,000 in long-term debt of affiliates,
$222,900,000 in long-term pension and other post-retirement plan
liabilities, and $65,400,000 in other long-term liabilities;
resulting in $1,095,100,000 in stockholders' deficit.


RITE AID: Bank Debt Trades at 21% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Rite Aid is a
borrower traded in the secondary market at 78.64 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.04 percentage points
from the previous week, The Journal relates.  The loan matures on
May 25, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                          About Rite Aid

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the
nation's leading drugstore chains with more than 4,800 stores in
31 states and the District of Columbia and fiscal 2009 annual
revenues of more than $26.3 billion.

At May 30, 2009, Rite Aid has $8,019,180,000 in total assets and
$9,309,811,000 in total liabilities, resulting in $1,290,631,000
in stockholders' deficit.

As reported by the TCR on July 3, 2009, Moody's Investors Service
changed Rite Aid's rating outlook to stable from negative.  In
addition, Moody's upgraded Rite Aid's speculative grade liquidity
rating to SGL-3 from SGL-4.  All other ratings -- including the
company's Caa2 Corporate Family Rating and Caa2 Probability of
Default Rating -- were affirmed.  The Caa2 Corporate Family Rating
reflects Rite Aid's very highly leveraged capital structure --
debt/EBITDA is currently about 9.6 times.


SEALY CORP: Faces Patent Infringement Suit From Tempur-Pedic
------------------------------------------------------------
Sealy Corporation that on June 15, 2009, it was served with a
lawsuit filed by Tempur-Pedic, LLC North America in the Western
District of Virginia.  In the lawsuit, Tempur-Pedic alleges that
Sealy and 16 other defendants are infringing a patent issued to
Tempur-Pedic in March 2009.  Tempur-Pedic seeks injunctive relief
and unspecified damages against all of the defendants.

Sealy is currently reviewing the lawsuit and intends to pursue a
vigorous defense in the matter.  No trial date has been set and
the parties are now pursuing discovery, according to Sealy.  At
this time, Sealy cannot predict the potential outcome of the
litigation.

On June 30, Sealy reported net sales for the second fiscal quarter
ended May 31, 2009, of $298.5 million compared to $375.4 million
in the same prior year period.  Net loss for the second quarter
was $5.2 million versus net income of $12.0 million for the
comparable period last year.  Results for the quarter included
charges of $11.9 million, net of tax, related to the Company's
refinancing of its senior credit facility on May 29, 2009, and
rights for convertible notes.

Net sales for the six months ended May 31, 2009, decreased 20.7%
to $608.4 million from $767.3 million for the comparable period a
year earlier.

At May 31, 2009, the Company had $1.0 billion in total assets;
$222.8 million in current liabilities, $836.6 million in long-term
obligations, net of current portion, $95.9 million in rights
liability for convertible notes, $69.1 million in other
liabilities, $6.7 million in deferred income tax liabilities; and
$230.4 million in shareholders' deficit.

As of May 31, 2009, the Company's debt net of cash was
$760.9 million, an increase of $4.1 million compared to
$756.8 million as of November 30, 2008.  Operating cash flows in
the fiscal 2009 second quarter included $15.2 million related to
the termination of interest rate swaps and financing cash flows
included $20.6 million related to debt issuance costs in
conjunction with the Company's refinancing of its senior credit
facilities on May 29, 2009.

"During the second quarter, we were able to strengthen our
competitive position, execute consistently on our strategic
initiatives, and substantially improve our operating performance
compared to the first quarter of fiscal 2009, despite the
continuation of challenging global macro-economic conditions and a
difficult retail environment," stated Larry Rogers, Sealy's
President and Chief Executive Officer.

"We continued to be intensely focused on positively affecting
those areas of our business that we can control, including
establishing stronger working partnerships with our retailers and
suppliers, providing customers with the right Sealy products to
address their current needs, unveiling our new Stearns & Foster
line, and reducing our cost base to reflect the weaker revenue
environment," added Mr. Rogers.

"While we expect market conditions to remain challenging, we will
continue to take measures to improve our profitability through
increasing collaboration with our retailer and supplier partners
and the introduction of new products, while aggressively right-
sizing our cost structure and maximizing our cash flow.

"We believe that our company has never been in a stronger
strategic position to gain profitable market share and drive
increasing value for our shareholders," concluded Mr. Rogers.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at:

              http://ResearchArchives.com/t/s?3ef3

At May 31, 2009, affiliates of Kohlberg Kravis Roberts & Co. L.P.
controlled approximately 50.6% of the issued and outstanding
common stock of the Company.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
Company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SEITEL INC: Reports Preliminary Results for Qrtr. Ended June 30
---------------------------------------------------------------
Seitel, Inc., disclosed in a filing with the U.S. Securities and
Exchange Commission that based on preliminary information, total
revenue for the quarter ended June 30, 2009, is expected to be
$21.3 million, a 52% decrease from total revenue of $44.7 million
for the same period last year.

Cash resales for the second quarter of 2009 were $7.2 million,
down 78% from the same quarter of last year and down 28% on a
sequential basis.  Seitel's cash resales reflected decreases
throughout all of its geographical areas, with both large and
small clients curtailing their expenditures on data from its
library.  The absence of large licensing deals and the low number
of library card contracts continued to hurt its licensing revenue.
Cash resales fell year-on-year by 79% and 74% in the U.S. and
Canada.  For the six month period, Seitel's cash resales were
$17.2 million, down $35.3 million or 67% as compared to 2008.  A
full release of second quarter financial results will be available
before Aug. 14, 2009.

The Company believes that the drop in its cash resales has been
driven by weak prices for natural gas, further exacerbated by the
economic uncertainty and tough credit markets that have triggered
a sharp reduction in exploration spending in the U.S. and Canada.
North American drilling activity continued to fall during the
second quarter, with the average year to date rig count dropping
by 38% compared to the same period of last year.  Despite this
sharp reduction in drilling activity, the Company believes that
production of natural gas has not fallen significantly and
continues to exceed current demand.  The Company has seen no
indications at this point that its industry environment will
improve materially in the near term or that its resales will
increase.  Nonetheless, the Company expects that lowered drilling
activity will have an impact on natural gas production in the
medium term, and that drilling and production costs in North
America will continue to fall.  The resulting tighter natural gas
storage and improved returns for its customers should stimulate
drilling activity and improve its licensing revenue to levels more
in line with historical results.

On June 30, 2009, its cash balances stood at approximately
$28.7 million.  The Company is not in compliance with the
covenants on its undrawn $25 million Wells Fargo Foothill credit
facility.   The Company are still in discussions with its bank on
the status of the credit facility.

Seitel will hold its quarterly conference call to discuss second
quarter results for 2009 on Thursday, August 13, 2009, at 9:00
a.m. Central Time (10:00 a.m. Eastern Time).

                         About Seitel Inc.

Based in Houston, Texas, Seitel Inc. provides seismic data to the
oil and gas industry in North America.  Seitel's data products and
services are critical for oil and gas exploration and the
development and management of hydrocarbon reserves by E&P
companies.  Seitel owns an extensive library of proprietary
onshore and offshore seismic data that it has accumulated since
1982 and that it licenses to a wide range of oil and gas
companies.  Seitel believes that its library of onshore seismic
data is one of the largest available for licensing in the United
States and Canada.  Seitel's seismic data library includes both
onshore and offshore 3D and 2D data.  Seitel has ownership in over
41,000 square miles of 3D and approximately 1.1 million linear
miles of 2D seismic data concentrated in the major active North
American oil and gas producing regions.  Seitel serves a market
which includes over 1,600 companies in the oil and gas industry.

As reported by the Troubled Company Reporter on May 18, 2009,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Seitel Inc. to 'CCC' from 'B-'.  The
outlook is negative.  "The downgrade reflects the significant
deterioration in operating performance such that cash EBITDA
declined to $5.2 million in the first quarter of 2009 compared
with $12.8 million for the same period in 2008," said Standard &
Poor's credit analyst Amy Eddy.


SPANSION INC: Intends to Employ Randy Furr as EVP and CFO
---------------------------------------------------------
Spansion Inc. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Randy Furr as
their executive vice president and chief financial officer, nunc
pro tunc to June 29, 2009.

The Debtors believe it is critical that they retain a permanent,
long-term CFO as soon as possible:

  (a) to help stabilize their financial operations and restore
      the morale of the finance department; and

  (b) to spearhead the hiring of subordinate officers and staff,
      including a corporate controller and treasurer; and

  (c) because the input of a CFO, who is expected to have a
      long-term role with the Debtors, is critical as the
      Debtors formulate their restructuring strategies and plan
      of reorganization.

With 30-years experience in the technology sector and as an
experienced financial and operations executive, Mr. Furr further
strengthens Spansion's leadership team and is expected to
significantly contribute to the Company's financial restructuring
and long-term profitability and success, the Company said in an
official statement.

"Randy brings a wealth of experience as a successful CFO along
with a deep understanding of operations and a track record of
managing companies through restructuring and growth periods,"
says Spansion President and CEO John Kispert.  "With the addition
of Randy Furr, we have strengthened our management team with an
accomplished executive who will help guide Spansion through our
restructuring process and provide the financial discipline
necessary for Spansion to successfully pursue its new business
strategy focused on the embedded solutions market and IP
licensing."

For over three decades, Mr. Furr has led organizations through
phases of restructuring and rapid growth across the technology
sector -- from electronics manufacturing to software.  Most
recently, Mr. Furr held senior executive positions at Magellan, a
portable GPS systems company; Aliph, a provider of wireless
headsets; and Adobe Systems, a creative professional and
enterprise software company.  In addition, Mr. Furr spent 13
years at Sanmina-SCI, nine as president and COO, and four as
executive vice president and chief financial officer.  At
Sanmina-SCI, Mr. Furr successfully implemented the necessary
financial discipline and processes to lead the company to a
successful IPO.  During his tenure, Sanmina-SCI completed over 50
mergers and acquisitions, grew sales from $60 million to $12
billion, and increased capitalization from $250 million to over
$5 billion.  Prior to Sanmina-SCI, Mr. Furr has also held
management positions at General Signal and Arrow Engineering.

"Spansion is on the right track in its restructuring efforts and
is well-positioned to execute on its strategy to focus on the
embedded solutions market and IP licensing, generating free cash
flow and profits," said Mr. Furr.  "I am looking forward to
playing a key role in helping structure Spansion to emerge as a
successful, viable enterprise."

Mr. Furr, who will report directly to Mr. Kispert, replaces
interim CFO, Nate Sarkisian.

The Debtors will pay Mr. Furr an annual salary of $440,000.  Mr.
Furr will also be eligible to participate in the Debtors' Key
Employee Incentive Plan, if and when the Plan is approved by the
Court.

A full-text copy of the Employment Agreement dated June 4, 2009
is available for free at:

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

                          Offer Letter

In connection with Mr. Furr's appointment, Mr. Furr entered into
an employment offer letter with the Spansion Inc., pursuant to
which he is entitled to compensation of $36,667 per month.  Mr.
Furr may also:

  (i) receive comprehensive benefits, including medical, dental,
      life and disability coverage;

(ii) participate in the Company's 401(k) retirement savings
      plan; and

(iii) participate in any executive incentive plan that is
      adopted by the Company.

Mr. Furr's target bonus opportunity in any executive incentive
plan that is adopted will be 70% of his annual base salary, with
a maximum award of 100% of base salary.  The Offer Letter also
provides that subject to approval of the U.S. Bankruptcy Court
for the District of Delaware and certain other conditions, Mr.
Furr will receive a change of control agreement pursuant to which
he could receive (i) a lump sum payment of up to 24 months of his
salary, (ii) up to 24 months of continued health coverage, and
(iii) 100% accelerated vesting of any of the Company's equity
that he holds, if within 12 months following a change of control
of the Company, the Company terminates his employment without
cause, or if he terminates his employment for good reason.

In addition, if the Company terminates Mr. Furr's employment
without cause or Mr. Furr terminates his employment with good
reason, in either case more than six months after Mr. Furr's
employment commences but either prior to a change of control or
more than 12 months after a change of control, in exchange for a
general release of claims against the Company, Mr. Furr will
receive:

  (i) a lump sum payment of 12 months of his base salary and 12
      months of continued health coverage if the termination
      occurs after he has been employed by the Company for six
      months but before he reaches the 24 month anniversary of
      his employment with the Company; or

(ii) a lump sum payment of 24 months of his base salary and 24
      months of continued health coverage if the termination
      occurs after the 24 month anniversary of his employment
      with the Company.

All terms of the Offer Letter are subject to the Court's
approval.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Proposes to Assume Kispert Employment Agreement
-------------------------------------------------------------
Spansion Inc. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to assume John H.
Kispert's employment agreement as their chief executive officer.

Mr. Kispert has over 15 years of experience in the semiconductor
industry, most recently at KLA-Tencor Corporation.  After joining
KLA-Tencor in 1995, Mr. Kispert held high-level management
positions spanning every major organization within KLA-Tencor,
including manufacturing, sales, marketing, service, investor
relations, legal, human resources, information technology and
finance.  Mr. Kispert served as KLA-Tencor's President and Chief
Operating Officer from January 2006 to January 2009 and also
served as KLA-Tencor's Chief Financial Officer from March 2008 to
September 2008.  Prior to that, from July 2000 to January 2006,
Mr. Kispert served as KLA-Tencor's Chief Financial Officer and
Executive Vice President.

Before joining KLA-Tencor, Mr. Kispert held a variety of
management positions in marketing, finance and service at IBM.
Mr. Kispert holds a master's degree in business administration
from the University of California, Los Angeles and a bachelor's
degree in political science from Grinnell College in Grinnell,
Iowa.

On February 4, 2009, the Debtors appointed Mr. Kispert as the
Chief Executive Officer and President of Spansion Inc. and
Spansion LLC and a member of the Spansion Inc. Board of
Directors.  On February 12, 2009, the Debtors and Mr. Kispert
entered into an  Employment Offer Letter.  Mr. Kispert's
compensation under the Kispert Letter consists of, among other
benefits, a monthly salary as well as a significant bonus that
was conditioned on the Debtors successfully closing a sale of
their business or similar transaction.

"Mr. Kispert's initiative and skill have been instrumental in
placing the Debtors in a positive financial and strategic
position at this point in the Chapter 11 Cases," says Michael R.
Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware.
"Mr. Kispert has been heavily involved in developing a viable
business plan for the Debtors' businesses, meeting with customers
and suppliers to ensure their continued support for the Debtors,
implementing cost cutting measures, and overseeing the Debtors
other reorganization efforts."

Pursuant to the Offer Letter dated February 12, 2009, as amended,
Mr. Kispert will receive an annual salary of $900,000.  Mr.
Kispert will also receive a bonus of $1,750,000 upon consummation
of these transactions:

  (i) A merger or consolidation of the Company with any other
      corporation which constitutes a change in ownership of the
      securities of the Company representing more than 50% of
      the total voting power represented by the Company's then
      outstanding securities, other than a merger or
      consolidation which would result in holders of pre-
      transaction debts of the Company generally holding at
      least 50% of the total voting power represented by the
      voting securities of the Company or surviving entity
      outstanding immediately after the merger or consolidation;

(ii) The sale, lease or other disposition by the Company of all
      or substantially all the Company's assets, which occurs on
      the date that any one person, or more than one person
      acting as a group, acquires assets from the Company that
      have a total gross fair market value equal to or more than
      85% of the total fair market value of all of the assets of
      the Company immediately prior to those acquisitions; or

((iii) The effective date of a plan of reorganization for
      Spansion that has been confirmed by the United States
      Bankruptcy Court for the District of Delaware and that
      provides for the continuation of Spansion's business
      operations as a going-concern.

A full-text copy of the amended Employment Offer Letter dated
February 12, 2009, is available for free at:

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

On July 9, 2009, the Board of Directors of Spansion Inc.,
approved the amendment to Mr. Kispert's Employment Offer dated
February 12, 2009.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Plan Filing Deadline Moved to September 28
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has extended Spansion Inc. and its
affiliates' exclusive deadline to file a plan of reorganization
through September 28, 2009.  The deadline by which the Debtors may
solicit votes to accept or reject the proposed Plan is on November
25.

In the approximately three months since the Petition Date,
Spansion Inc., and its debtor affiliates and their professionals
have devoted considerable time and resources to critical legal
and operational matters, including, among other things, the
preparation of the schedules of assets and liabilities, statement
of financial affairs, 10-Q and 10-k reports, budgets and monthly
operating reports, says Sommer L. Ross, Esq., at Duane Morris,
LLP, in Wilmington, Delaware.

According to Ms. Ross, the Debtors and their counsel have also
devoted time and expense to filing and supporting a large number
of motions with the Court which are equally essential to the
Chapter 11 cases and the Debtors' restructuring efforts,
including a host of complex "first day" and administrative
motions.

"These substantial efforts have brought the Debtors significantly
closer to their ultimate goal of emerging from chapter 11," Ms.
Ross maintains.  "Within the last few months, the Debtors have
expended significant time and effort evaluating both their
'embedded' products business and their 'wireless' products
business to assess the value of the separate businesses to the
reorganized companies.  As restructuring process progresses, the
Debtors will be in a better position to submit a meaningful and
feasible reorganization plan to the Court."

"An extension of the Exclusive Periods as requested will afford
the Debtors and all other parties-in-interest an opportunity to
continue serious negotiations toward a Plan and to more fully
develop the grounds upon which those negotiations are based," Ms.
Ross said.  "Affording the Debtors a first extension of the
Exclusive Periods, and with it the opportunity to continue the
ongoing review and analysis of their businesses so as to develop
a comprehensive and effective business plan, poses little harm to
creditors," she added.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Spansion Llc's Schedules Of Assets And Liabilities
----------------------------------------------------------------
A.   Real Property                                 $112,144,823

B.   Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts
       Bank of America                                 213,051
       Bank of America Securities                   37,300,000
       Bank of America                                (171,470)
       Bank of America                                     104
       Bank of America                                 137,871
       Bank of America                               3,589,718
       Bank of America                                (382,388)
       Bank of America                                (534,456)
       Bank of America                               4,958,529
       Bank of America                               6,218,200
       Bank of America                               2,536,502

B.3  Security Deposits
       AMD Inc.                                         47,471
       Interficsc B.V.                                  10,125
       Norman Lowenbraun                                 2,500
       Northern California Industrial                   37,867
       Regus Schiphol-RIJK                               3,630
       Saifun Semiconductors USA, Inc.                   6,456
       United Health Care Insurance Company            547,000

B.4  Household goods                                          0
B.5  Collectibles                                             0
B.6  Wearing apparel                                          0
B.7  Furs and Jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Interests in Insurance Policies
       Prepaid Insurance                             2,002,941

B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA/ Pension Plans                   0
B.13 Business Interests and stocks                      unknown
B.14 Interests in partnerships                                0
B.15 Government and Corporate Bonds                           0
       Auction Rate Securities Held in UBS Bank    121,479,324

B.16 Accounts Receivable
       Trade Accounts receivable, net               71,312,299
B.17 Alimony                                                  0
B.18 Other Liquidated Debts                                   0
       Intercompany Receivable-Cerium                   80,100
       Intercompany Receivable-Spansion Holdings         6,043
       Intercompany Receivable-Spansion Japan       50,977,735
       Intercompany Receivable-Spansion Inc.            64,907
       Intercompany Receivable-Spansion Int'l.       1,458,191
       Interest Income Receivable                      389,277
       Non-trade accounts receivable                13,400,929
       Overpayments receivable                          14,873

B.19 Equitable or Future Interests                            0
B.20 Interests in estate of a debt benefit plan               0
B.21 Other Contingent & Unliquidated claims                   0
B.22 Patents and other intellectual property            unknown
B.23 Licenses, franchises, & other intangibles          unknown
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                             8,818
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings & supplies        33,117,555
B.29 Machinery
       Machinery and equipment                     211,453,644
       Machinery and equipment in China             15,503,285
       Machinery and equipment in Japan              1,113,702

B.30 Inventory
       Raw materials inventory Austin, TX           12,045,073
       Die Bank Inventory, Bangkok, Thailand        35,081,390
       Die Bank Inventory KL, Bangkok, Thailand     18,908,562
       Die Bank inventory Penang, Malaysia          40,356,573
       Die Bank inventory-Subcon Malaysia            8,999,965
       Die Bank Inventory Suzhou, China             22,179,968
       WIP Inventory United States                  29,287,599
       WIP Inventory Subcon Penang Malaysia         19,659,295
       WIP Inventory Bangkok, Thailand              17,791,852
       WIP Inventory KL, Bangkok, Thailand           8,979,779
       WIP Inventory Penang, Malaysia                4,559,219
       WIP Inventory Suzhou, China                   4,321,326
       Finished goods Hongkong                       2,130,735
       Finished goods China                          4,677,945
       Finished goods Korea                          1,608,609
       Finished goods Hungary                          650,797
       Finished goods India                            433,098
       Finished goods Mexico                           397,934
       Finished goods United States                    371,626
       Finished goods Brazil                           149,839
       Finished goods Germany                          164,398
       Finished goods Finland                          110,047
       Finished goods Bangkok                       11,304,908
       Finished goods KL, Bangkok, Thailand          6,690,358
       Finished goods Penang, Malaysia               6,949,523
       Finished goods Suzhou, China                 12,660,954
       Finished goods Singapore                         29,039

B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming Equipments and implements                        0
B.34 Farm supplies, chemicals, and feed                       0
B.35 Other Personal Property
       Employee travel advance                          16,449
       Prepaid Maintenance contract                  6,944,511
       Prepaid Software license                     33,435,497

       TOTAL SCHEDULED ASSETS                     $999,946,023
       =======================================================

C.   Property Claimed as Exempt                              $0

D.   Secured Claim
       AIG Commercial Equipment Finance, Inc.        4,458,972
       Banc of America Leasing Capital, LLC         12,642,191
       Bank of America Business Capital              1,090,000
       General Electric Capital                     21,073,816
       HSBC Bank, as trustee                       633,416,710
       Macquarie Electronics USA Inc.               33,723,684
       UBS Bank USA                                 79,197,120
       Others                                        2,370,098

E.   Unsecured Priority Claims                       17,025,348
    http://bankrupt.com/misc/SpansionLLC_ScheduleE.pdf

F.   Unsecured Non-priority Claims                  814,536,511
    http://bankrupt.com/misc/SpansionLLC_SchedF1.pdf
    http://bankrupt.com/misc/SpansionLLC_SchedF2.pdf
    http://bankrupt.com/misc/SpansionLLC_SchedF3.pdf

       TOTAL SCHEDULED LIABILITIES              $1,619,534,451
       =======================================================


In a subsequent filing, Spansion LLC amended its Schedules to
reflect a decrease in liabilities by approximately $101,666.  A
full-text copy of Spansion LLC's amended Schedules is available
for free at:

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

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Spansion Llc's Statement of Financial Affairs
-----------------------------------------------------------
Nathan Sarkisian, interim chief financial officer of Spansion,
LLC discloses that the company has earned income from employment,
trade, or from operation of its business within two years before
the Petition Date:

  Source                                  Amount
  ------                                  ------
  YTD 2009 - Sales                  $193,821,499
   YE 2008 - Sales                 1,618,849,797
   YE 2007 - Sales                 1,624,342,046
  YTD 2009 - Intercompany Sales       35,700,213
   YE 2008 - Intercompany Sales      583,201,627
   YE 2007 - Intercompany Sales      783,267,583

According to Mr. Sarkisian, the Company also earned income other
than from employment or operation of business:

  Source                                        Amount
  ------                                        ------
  YTD 2009 - Interest and other Income        $528,524
   YE 2008 - Interest and other Income       5,222,971
   YE 2007 - Interest and other Income      27,880,906
  YTD 2009 - Intercompany Interest Income      591,953
   YE 2008 - Intercompany Interest Income    3,592,008
   YE 2007 - Intercompany Interest Income    2,019,098

The Debtor made payments to creditors within 90 days immediately
preceding the Petition Date aggregating $236,797,023.  Among the
largest payments are:

  Name of Creditor                                Amount
  ----------------                                ------
  Air Products & Chemicals, Inc.               $2,926,643
  Applied Materials, Inc.                       1,626,306
  Arca Technology Corporation                   1,272,785
  Banc of America Leasing & Capital, LLC        7,929,666
  Banc of America Business Capital             21,194,888
  Barclays Capital, Inc.                        1,500,000
  Ceridian Benefits Services                    4,148,986
  Chipmos Technologies Inc.                    11,800,000
  City of Austin                                5,444,480
  Deutsche Bank Trust Company                   5,779,569
  Elpida Memory Inc.                            4,081,934
  Fidelix Co., Ltd                              2,209,300
  GE Capital Financial, Inc.                    4,865,257
  HSBC Bank USA National Association
  Corporate Trust Operations                   19,510,454
  Katayama & Partners                           8,077,989
  Latham & Watkins LLP                          4,949,943
  Micron Semiconductor Asia Pte Ltd.           14,370,050
  Tokyo Electron Limited (TEL)                  6,687,294
  United Healthcare Insurance Company           7,098,633

A list of the payments is available for free at:

        http://bankrupt.com/misc/SpansionLLC_3b.pdf

Moreover, the Debtor made payments within one year before the
Petition Date to creditors who are insiders totaling
$1,365,467,769.  A list of the payments is available for fee at:

        http://bankrupt.com/misc/SpansionLLC_3c.pdf

The Debtor discloses that it was a party to about 25 lawsuits or
other administrative proceedings within one year immediately
preceding the Petition Date.  Among the lawsuits are:

  * Advantest Singapore
  * Chipmos Technologies Ltd.
  * De Bella Mechanical, Inc. v. Spansion LLC
  * ESP Spares, Inc. v. Spansion LLC
  * Fast Memory Erase LLC v. Spansion Inc., Spansion LLC, et al.
  * Form Factor, Inc., v. Spansion LLC
  * Harari, et al., v. Hollmer, et al.
  * Kandenko
  * Knepp Incorporated v. Spansion LLC, et al.
  * Murata
  * Samsung ITC Investigation

The Debtor also gave gifts or made charitable contributions
within one year before the Petition Date.  Among the recipients
of the gifts are:

  Name                                 Value
  ----                                 -----
  A Schmahl Science Workshop         $10,000
  American Cancer Society              4,660
  Capital Area Food Bank              10,000
  Family Eldercare                    10,000
  JK Group                            27,771
  JK Group                           109,151
  United Austin For the Elderly       15,600
  University of California, Davis     20,000
  United Way/Capital Area              5,000
  United Way Silicon Valley           10,000
  University of Texas at Arlington     6,500

The company incurred losses from theft, fire or other casualty
within one year before the Petition Date:

  Description                           Value
  -----------                           -----
  Workers Compensation                  $211,528
  Traffic Accident                        39,653
  Inventory Loss                          40,577

Within one year before the Petition Date, the Company made
payments or transfers to persons, including attorneys, for
consultation concerning debt consolidation, bankruptcy law or
preparation of a petition in bankruptcy.  Among the largest
payees are:

  Name                             Amount
  ----                             ------
  Barclays Capital, Inc.       $1,500,000
  Latham & Watkins LLP          1,000,000
  Brincko Associates, Inc.        155,000
  Duane Morris LLP                150,000
  Gordian Group, LLC              100,000
  KPMG LLP                        206,414
  Latham & Watkins LLP            500,000

The Debtor also transferred assets within two years immediately
preceding the Petition Date.  Among the biggest transfers are:

  Transferee                                     Value
  ----------                                     -----
  Spansion (China) Limited, affiliate           $1,891,527
  Spansion (Kuala Lumpur) Sdn. Bhd, affiliate    4,677,329
  Spansion (Thailand) Limited, affiliate         4,498,278
  Spansion Japan Limited, affiliate              2,797,404



                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPRINT NEXTEL: Ericsson Assumes CDMA Operations in 7-Year Pact
--------------------------------------------------------------
Sprint Nextel Corporation on July 7, 2009, entered into an
agreement with Ericsson through which Ericsson will assume the
day-to-day execution of services, provisioning and maintenance for
Company-owned CDMA, iDEN and wireline networks.  The seven-year
agreement, with an option for renewal, will result in payments for
services valued at $4.5 billion to $5 billion over the initial
term.

As part of the agreement, approximately 6,000 Company employees
will begin performing their network functions as employees of
Ericsson Services Inc., a wholly owned Ericsson subsidiary based
in Overland Park, Kansas, in the third quarter of 2009.

The Company is not transferring ownership or control of its
network assets and will continue to solely control network
strategy and investment decisions.  The Company retains full
control of the customer experience, customer technical support and
services review.  In addition, the Company retains the right to
make all policy, legal and regulatory decisions applicable to the
Company's networks.

Through this agreement, the Company expects to gain a competitive
advantage by augmenting its network with global best practices and
state-of-the-art tools provided by 30,000 additional highly
specialized network experts, while realizing immediate cost-
savings on labor, network management and operations.

Sprint's Steve Elfman, President of Network Operations and
Wholesale, believes the historic deal, titled "Network Advantage,"
catapults the company to elite status in wireless and wireline
network effectiveness.

"No other U.S.-based carrier has followed through on the business-
enhancing vision inherent in Network Advantage. Our best-ever
network performance will become even better by leveraging
Ericsson's world-class leadership in network services, their
proprietary tools, and the knowledge of more than 30,000 dedicated
and highly-specialized service professionals to power Sprint's Now
Network," said Mr. Elfman.

The move delivers operational efficiencies for Sprint while
further expanding Ericsson's network services business in North
America.

Key elements of Network Advantage are:

     -- Sprint retains full ownership and control of its
        network assets, and solely owns network strategy and
        investment decisions.

     -- Customers will continue to work directly with Sprint
        employees as their primary contact, as Sprint retains
        full control of the customer experience, customer
        technical support and services review.

     -- Sprint retains technology and vendor selections.

     -- Ericsson assumes responsibility for the day-to-day
        services, provisioning and maintenance for the Sprint-
        owned CDMA, iDEN and wireline networks.

     -- Ericsson will optimize Sprint's multi-vendor inventory
        of assets such as spare parts and transmission
        equipment, and provide processes and tools for managing
        the national network platforms and operational support
        systems.

     -- The transferred employees will become part of Ericsson
        Services Inc., a wholly owned Ericsson subsidiary based
        in Overland Park, a move that retains jobs in the
        United States.  No force reductions are currently
        contemplated as a result of this agreement.

"Ericsson is excited about the opportunity to expand our
successful business model to the U.S. allowing Sprint to operate
more efficiently while focusing even more on its customers," said
Angel Ruiz, head of Ericsson's North American operations. "Managed
Services has been successful throughout the world.  Measures that
provide operators with reduced cost and improved efficiency have
become increasingly valid and attractive.  This shows that the
trend of full-scope Managed Services with tier-one global
operators is now happening in the U.S. We're looking forward to
the skill and competence that the Sprint employees will bring to
Ericsson."

Mr. Elfman added, "Taking advantage of Ericsson's global expertise
to operate the tactical functions of our networks will greatly
enhance Sprint's business.  Beyond the obvious network
advancements, we're now positioned to eclipse the competition by
concentrating on our legacy of innovation -- whether it's
revolutionizing the customer experience as we've done with Ready
Now and our value plans, or delivering iconic, highly-sought-after
products like Sprint Mobile Broadband Cards, the Palm(R) Pre(TM)
and MiFi(TM).  Further, our network powers Sprint's one-of-a-kind
wireline and wireless assets, such as our award-wining Unified
Communications enablement, a robust integration of converged
solutions that delivers unparalleled business mobility."

Sprint expects to immediately benefit from Ericsson's leadership
and best-in-class economies of scale in network services.
Ericsson was the pioneer with leading global carriers in Europe as
well as AsiaPacific and Latin America for this type of partnership
and has more than 15 years' experience in the field with hundreds
of carrier contracts.  Ericsson manages networks that together
serve more than 275 million subscribers worldwide.  Additionally,
more than 40 percent of all mobile traffic goes through Ericsson's
networks.  Its investments in best practices and tools will
enhance Sprint's business and bring scale and efficiency that will
impact Sprint beyond what it could achieve as a stand-alone
carrier.

                        About Sprint Nextel

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

As reported by the Troubled Company Reporter on April 7, 2009,
Standard & Poor's Rating Services revised its outlook on Sprint
Nextel and its subsidiaries to negative from stable.  At the same
time, S&P affirmed all other ratings on the company, including the
'BB' corporate credit rating.  Total funded debt outstanding as of
December 31, 2008, was about $22 billion.

"The outlook revision reflects our concerns that Sprint Nextel's
credit measures could deteriorate further in 2009," said Standard
& Poor's credit analyst Allyn Arden, "given the Company's weaker
business position stemming from the ongoing erosion of its
subscriber base."  Total debt to EBITDA was 3.9x for 2008, up from
2.8x a year ago as revenue and EBITDA fell by 11% and 29%,
respectively, largely because of the loss of post-paid customers
that totaled 4.1 million and a decline in average revenue per
user.


STILLWATER MINING: S&P Puts 'B-' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B-' corporate credit rating, on Billings,
Montana-based Stillwater Mining Co. on CreditWatch with negative
implications.

"The CreditWatch listing reflects S&P's concern regarding the
possible loss of the supply contract between Stillwater and
General Motors Corp.  The company's platinum group metals supply
agreements with GM and Ford Motor Co. include provisions that
guarantee a minimum purchase price for palladium and platinum even
when prices fall below stipulated levels, a benefit to Stillwater
given the relatively low PGM prices," said Standard & Poor's
credit analyst Maurice Austin.

While the company expects to be able to sell its production into
the market if the agreement is terminated, it would lose the
benefit of these pricing floors.  The financial impact could range
from $5 million to about $35 million depending on how much of the
GM production can be resold into the market.

The U.S. automotive industry is a key end market for Stillwater
and the weak global economic conditions and substantially reduced
demand in the U.S. automotive industry continue to impair the
company's operating results.  Overall, the auto industry, mainly
Ford & GM, consumes virtually 100% of the company's palladium
production and 70% of its platinum production.


SUNDALE LTD: Oversecured Creditor Entitled to Default Interest
--------------------------------------------------------------
WestLaw reports that an oversecured creditor's contractual right
to default interest was enforceable under Florida law, and could
not be denied by a bankruptcy court in the exercise of its
equitable powers based on such considerations as the
reasonableness of the rate specified, or whether the default rate
amounted to a penalty.  Indeed, even assuming that it was
appropriate for the bankruptcy court, in ruling on the debtor's
objection to default interest claimed by an oversecured creditor,
to consider equitable factors, the court would not disallow such
interest based on the equities of the case, given that the Chapter
11 debtor had repeatedly indicated that all creditors would be
paid in full.  In re Sundale, Ltd., --- B.R. ----, 2009 WL 1587028
(Bankr. S.D. Fla.).

Headquartered in Miami, Florida, Sundale Ltd. fka Sundale
Associates Ltd. is an operative builder.  The Company filed for
Chapter 11 protection on December 12, 2007 (S.D. Fla. Case No.
07-21016).  Peter D. Russin, Esq., at Meland, Russin & Budwick
PA, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets between
$50 million and $100 million and debts between $10 million
and $50 million.


SUNGARD DATA: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
94.40 cents-on-the-dollar during the week ended on July 10, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.40
percentage points from the previous week, The Journal relates.
The loan matures on February 28, 2016.  The Company pays 362.5
basis points above LIBOR to borrow under the facility.  The bank
debt is not rated by Moody's, while it carries Standard & Poor's
BB rating.  The debt is one of the biggest gainers and losers
among widely-quoted syndicated loans in secondary trading in the
week ended July 10, 2009, among the 144 loans with five or more
bids.

SunGard Data Systems Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.


SUN-TIMES MEDIA: Wants Sept. 30 as Creditors' Claims Bar Date
-------------------------------------------------------------
Sun-Times Media Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to establish
September 30, 2009, as deadlines for creditors to file proofs of
claim.

The Debtors propose October 7, 2009, as deadlines for all
governmental units to file proofs of claim.

All proofs of claim must be delivered to:

     Sun-Times Claims Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, California 90245

A hearing is set for July 15, 2009, at 10:00 a.m., to consider the
Debtors' request.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


THORNBURG MORTGAGE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Thornburg Mortgage Inc. delivered their schedules of assets and
liabilities, and statements of financial affairs to the U.S.
Bankruptcy Court for District of Maryland, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property           $21,944,718
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        --
  E. Creditors Holding
     Unsecured Priority
     Claims                                                --
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $1,929,287,509
                                ------------   --------------
TOTAL                            $21,944,718   $1,929,287,509

A full-text copy of the Debtors' schedules of assets and
liabilities is available at http://ResearchArchives.com/t/s?3ee2

A full-text copy of the Debtors' statements of financial affairs
is available at http://ResearchArchives.com/t/s?3ee3

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of January
31, 2009.


TITLEMAX HOLDINGS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Titlemax Holdings LLC and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Southern District of Georgia their
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property           $10,127,693
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $164,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                --
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,000,000
                                ------------   --------------
TOTAL                            $10,127,693     $168,000,000

A full-text copy of the Debtor's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3ee6

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from $100
million to $500 million.


TREASURE ISLAND CLUB: Music Producer Bill Edwards to Buy Firm
-------------------------------------------------------------
Jackie Alexander at St. Petersburg Times reports that local music
producer Bill Edwards said that he is purchasing the Treasure
Island Tennis & Yacht Club to save it from bankruptcy.

According to St. Petersburg Times, Mr. Edwards approached Regions
Bank with an all-cash offer for Treasure Island Club.
Mr. Edwards, St. Petersburg Times relates, wouldn't disclose the
price, but Treasure Island Club had an $8.6 million mortgage with
Regions Bank.  Mr. Edwards expected to close on the property on
July 10, assuring that the club would stay open and employees
would keep their jobs, the report states.

St. Petersburg Times says that Treasure Island Club was handed
over to the bank on July 1.

Treasure Island Tennis & Yacht Club Corp. filed for Chapter 11
bankruptcy protection on October 31, 2008 (Bankr. M.D. Fla. Case
No. 08-17339).


TOYS R US: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 93.11 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.98 percentage
points from the previous week, The Journal relates.  The loan
matures on July 19, 2012.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 10, 2009, among
the 144 loans with five or more bids.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

At May 2, 2009, the Company had $8,303,000,000 in total assets;
$2,144,000,000 in current liabilities, $5,646,000,000 in long-term
debt, $72,000,000 in deferred taxes, $265,000,000 in deferred
rent, and $367,000,000 of Other non-current liabilities;
$297,000,000 in Toys "R" Us, Inc. stockholders' deficit, and
$106,000,000 in Noncontrolling interest; and total stockholders'
deficit of $191,000,000.


TRW AUTOMOTIVE: Bank Debt Trades at 11% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which TRW Automotive,
Inc., is a borrower traded in the secondary market at 88.80 cents-
on-the-dollar during the week ended Friday, July 10, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
The loan matures on February 9, 2014.  The Company pays 150 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 10,
2009, among the 144 loans with five or more bids.

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

As reported by the TCR on July 2, 2009, Fitch Ratings has
downgraded TRW's Issuer Default Rating to 'B-' from 'B'.  The
downgraded is driven by increased concerns that the global
automotive downturn will cause TRW's credit profile to deteriorate
more than previously anticipated.


TW TELECOM: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Denver-based competitive local exchange carrier
TW Telecom Inc. to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on the
company's senior secured and senior unsecured debt.  S&P raised
the issue-level rating on funding conduit tw telecom holdings
inc.'s senior secured debt to 'B+' (the same as the corporate
credit rating on tw telecom) from 'B' and its senior unsecured
debt to 'B-' (two notches below the corporate credit rating) from
'CCC+'.  Additionally, S&P raised the issue-level rating on parent
company tw telecom inc.'s senior unsecured debt to 'B-' from
'CCC+'.  The recovery rating on the secured debt is unchanged at
'3', indicating expectations for meaningful (50% to 70%) recovery
in the event of payment default, and the recovery rating on the
unsecured debt is unchanged at '6', indicating expectations for
negligible (0% to 10%) recovery in the event of payment default.
Total debt outstanding as of March 31, 2009, was $1.3 billion.

"The upgrade reflects the company's improved credit protection
measures and consistent generation of sustained positive net free
cash flow," said Standard & Poor's credit analyst Allyn Arden.
Total operating lease-adjusted debt to EBITDA declined to 3.9x as
of March 31, 2009, from 4.6x in the year-ago period, primarily
because of growth in data and Internet services, including the
company's metro Ethernet products.  "Improved operating
efficiencies resulted in margin expansion and solid net free cash
flow, despite challenging economic and competitive market
conditions," added Mr. Arden.


UAL CORP: Bank Debt Trades at 43% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which UAL Corporation is
a borrower traded in the secondary market at 56.71 cents-on-the-
dollar during the week ended on July 10, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.75 percentage points from
the previous week, The Journal relates.  The loan matures on
February 13, 2013.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.


                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on January
20, 2006.  The company emerged from bankruptcy protection on
February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UTGR INC: Taps Kirkland & Ellis as Bankruptcy Attorneys
-------------------------------------------------------
UTGR Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Rhode Island for permission to employ Kirkland
& Ellis LLP as their attorneys.

The firm will:

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

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

   c) attend meetings and negotiating with representatives of
      the creditors and other parties-in-interest;

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

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

   f) represent the Debtors in connection with obtaining
      postpetition financing;

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

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

   i) consult with the Debtors regarding tax matters;

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

   k) perform all other necessary or otherwise beneficial legal
      services for the Debtors in connection with the
      prosecution of these Chapter 11 Cases, including (i)
      analyzing the Debtors' leases and contracts and the
      assumptions, rejections or assignments thereof, (ii)
      analyzing the validity of liens against the Debtors, and
      (iii) advising the Debtors on corporate
      and litigation matters.

The current hourly rates of the firm's professionals are:

      Designation           Hourly Rate
      -----------           -----------
      Partners              $550-$965
      Of Counsel            $390-$965
      Associates            $320-$660
      Paraprofessionals     $110-$280

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than
$500 million and debt exceeding $500 million.


UTGR INC: Applies to Employ Winograd Shine as Co-Counsel
--------------------------------------------------------
UTGR Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Rhode Island for permission to employ
Winograd, Shine & Zacks P.C. as their co-counsel.

The firm will:

   a) serve as local counsel for the Debtors under the
      requirements of this Court's local rules in complement
      with services to be rendered  by the lead counsel,
      Kirkland & Ellis LLP, without duplication of such
      services;

   b) represent the Debtors in connection with matters for which
      the Debtors require legal representation that can be more
      efficiently handled by local counsel or matters that cannot
      be handled by Kirkland due to conflicts of interest; and

   c) perform all other legal services for the Debtors which
      may be necessary herein without duplication of the
      services being provided by Kirkland & Ellis or other
      counsel.

The firm will charge the Debtors based on these rates:

      Designation           Hourly Rate
      -----------           -----------
      Attorney              $150-$425
      Paralegals            $65-$130

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than
$500 million and debt exceeding $500 million.


UTGR INC: Committee Retains Jage Smith as Counsel
-------------------------------------------------
The official committee of unsecured creditors of UTGR Inc. and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Rhode Island for permission to Jager Smith P.C. as counsel.

The firm will:

    a) advise the Committee and representing it with respect to
       proposals and pleadings submitted by the Debtors or
       others to the Court;

    b) represent the Committee with respect to any plan of
       reorganization or disposition of assets proposed in
       these cases;

    c) attend hearings, drafting pleadings and generally
       advocating positions which further the interests of the
       creditors represented by the Committee;

    d) assist in the examination of the Debtors' affairs and a
       review of their operations;

    e) advise the Committee as to the progress of the Chapter 11
       cases; and

    f) perform other professional services as are in the best
       interests of those represented by the Committee, including
       without limitation those delineated in Section 1103(c) of
       the Bankruptcy Code.

The hourly rates for the firm's professionals are:

       Professional             Designation      Hourly Rate
       ------------             -----------      -----------
       Bruce F. Smith, Esq.     Partner          $540
       Steven C. Reingold, Esq. Partner          $425
       Michael J. Fencer, Esq.  Partner          $400

       Paralegals                                $105-$175

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than
$500 million and debt exceeding $500 million.


UTGR INC: Committee Taps Boyajian Harrington as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of UTGR Inc.
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Rhode Island for permission to Boyajian, Harrinngton &
Richardson as its local counsel.

The firm will:

    a) serve as local counsel to the Committee in accordance
       with the local rules of the Bankruptcy Court and of the
       United States District Court for the District of Rhode
       Island; and

    b) perform other professional services as are in the best
       interests of those represented by the Committee without
       unnecessary duplication of those services to be provided by
       Jager Smith in its capacity as lead counsel to the
       Committee.

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than
$500 million and debt exceeding $500 million.


VISITALK.COM: 9th Circuit Resolves D&O Insurance Dispute
--------------------------------------------------------
FindLaw reports that in a bankruptcy adversary proceeding by
former officers of the Debtor for indemnification in an underlying
action for breach of fiduciary duty, the dismissal of the
complaint is affirmed where the "insured versus insured" exclusion
in the relevant policies barred coverage, because a post-
bankruptcy debtor in possession acts in the same capacity as the
pre-bankruptcy debtor for the purpose of directors and officers
liability insurance.  Biltmore Assocs., LLC v. Twin City Fire Ins.
Co., No. 06-16417, http://is.gd/1u6fX(9th Cir.).

Offering free calls on the Internet led Visitalk.com to seek
bankruptcy protection under Chapter 11 on November 29, 2000.  Gust
Rosenfeld PLC in Phoenix was retained to represent the company in
its Chapter 11 case.


VISTEON CORP: Bank Debt Trades at 56% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 43.21 cents-on-the-
dollar during the week ended Friday, July 10, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.21 percentage
points from the previous week, The Journal relates.  The loan
matures on May 30, 2013.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating on the bank debt, while Standard & Poor's has assigned a
default rating on the bank debt.  The debt is one of the biggest
gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                      About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corp.
(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)


VWR FUNDING: Moody's Keeps Existing Ratings with Stable Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings and stable
outlook of VWR Funding, Inc. following the company's decision to
exercise its payment-in-kind option for the interest period July
15, 2009, to January 15, 2010, on the $675 million 10.25% cash
interest/11.25% PIK interest senior PIK toggle notes due 2015 and
to capitalize interest of about $2.6 million and EUR0.9 million
otherwise due on June 30, 2009, on its $353 and EUR125 million
10.75% senior subordinated notes due 2017.  The election provides
the company with additional liquidity, improving its ability to
fund potential acquisition and investment opportunities.

The ratings remain constrained by VWR's high financial leverage,
weak interest coverage, and low operating and free cash flow
generation relative to funded debt.  Notwithstanding the company's
election to exercise the abovementioned PIK features, which helps
enhance its liquidity position, Moody's expects minimal ability to
repay debt, and limited improvement in the company's key credit
metrics in the medium term.  The B3 rating benefits from the
strength of the company's business profile, including its market
position, size and scale, customer, product and geographic
diversification, and the relatively recession resistant nature of
the consumables business that accounts for about 75% of the
company's sales.  In addition, Moody's recognizes margin expansion
over the last several years and recent cost control initiatives in
response to top line recessionary pressures, as customers delay
purchases and curtail capital spending.

These ratings of VWR were affirmed:

  -- Corporate Family Rating, B3

  -- Probability of Default Rating, B3

  -- Speculative Grade Liquidity Rating, SGL-3

  -- $250 Multi-Currency Revolving Credit Facility due 2013,
     rated B1 (LGD-2, 25%)

  -- $615 Million US$ Senior Secured Term Loan B due 2014,
     rated B1 (LGD-2, 25%)

  -- EUR600 Million EURo Senior Secured Term Loan B due 2014,
     rated B1 (LGD-2, 25%)

  -- $675 Million 10.25%/11.25% Senior PIK Toggle Notes due
     2015, rated Caa1 (LGD-5, 71%)

The ratings outlook is stable.

The last rating action on VWR Funding was taken on June 7, 2007,
when a B3 corporate family rating was assigned to the company.

VWR Funding, Inc., headquartered in West Chester, Pennsylvania, is
a global leader in the distribution of laboratory scientific
supplies, with a highly diversified spectrum of products and
services: Products include chemicals, glassware, equipment,
instruments, protective clothing, production supplies and other
laboratory products.  Services include technical services, onsite
storeroom services and laboratory and furniture design, supply and
installation.  The company serves customers in the pharmaceutical,
biotechnology, medical device, chemical, technology, food
processing and consumer product industries, as well as
governmental agencies, universities and research institutes, and
environmental organizations.  VWR reported revenues of $3.7
billion in the twelve months ended March 31, 2009.


WEST FRASER: Moody's Downgrades Senior Debt Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service downgraded West Fraser Timber Co. Ltd.'s
senior unsecured debt ratings to Ba1 from Baa3, concluding a
review initiated on May 14, 2009.  At the same time, Moody's
assigned a Ba1 corporate family rating and an SGL-3 speculative
grade liquidity rating.  The outlook is negative.

The downgrade reflects the company's weak operating and financial
performance and the expectation that challenging industry
conditions will limit the ability of West Fraser to restore its
credit protection metrics to investment grade levels   The
prolonged slump in both the Canadian and US home building markets,
as well as the global economic slowdown continue to dampen the
financial and operating performance of each of West Fraser's
principal segments of lumber, panels and pulp and paper.  Despite
the company's relative resiliency to the economic and industry
downturn, Moody's expectations are that near term financial
performance will be weak and improvements thereafter will be slow.
Furthermore, with a C$150 million debenture due in October 2009
and a C$100 million term loan due in March 2010, the company's
financial flexibility has been reduced, with over one third of the
company's debt maturing within the next nine months.

West Fraser's Ba1 corporate family rating reflects the company's
vertically integrated cost competitive operations and the
company's dominant market position as North America's largest
lumber producer.  The rating also reflects management's solid
track record on maximizing asset productivity, modest product
diversification and sufficient liquidity to fund the company's
operating needs through the current building products downturn.
Challenges for West Fraser include the ongoing pressure on the
company's financial performance across most of the company's
business segments, despite reduced input costs and actions taken
so far to reduce costs.  The ratings are also influenced by the
near term impact of reduced margins generated from processing pine
beetle damaged logs, and the longer term uncertainty regarding
fiber availability due to reduced harvest levels.

The SGL-3 liquidity rating indicates that West Fraser has adequate
liquidity supported by the availability under its revolving credit
facility and expectations that financial covenant compliance will
not limit access to the facility.  Although West Fraser is taking
measures to preserve cash, the expected cash needs to fund its
operations and the upcoming debt maturities are expected to reduce
the company's current liquidity position.

The negative outlook reflects continued pressure on West Fraser's
ratings given the prospects for a protracted weak lumber pricing
environment and the potential of near term debt maturities
weakening the company's liquidity position.

Downgrades:

Issuer: West Fraser Timber Co. Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

Assignments:

Issuer: West Fraser Timber Co. Ltd.

  -- Probability of Default Rating, Assigned Ba1

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Corporate Family Rating, Assigned Ba1

  -- Senior Unsecured Regular Bond/Debenture, Assigned 55 -
     LGD4

  -- Senior Unsecured Regular Bond/Debenture, Assigned 55 -
     LGD4

Outlook Actions:

Issuer: West Fraser Timber Co. Ltd.

  -- Outlook, Changed To Negative From Rating Under Review

Moody's last rating action on West Fraser was on May 14, 2009,
when the ratings were placed under review for possible downgrade.

Headquartered in Vancouver, British Columbia, West Fraser is an
integrated producer of lumber, pulp, plywood and various other
building and paper products.  The company also has an investment
in a newsprint mill.  The company's operations are located in
western Canada and the southern United States.


WEST SPEEDWAY: Defaults on $2.4MM Note; Files for Chapter 11
------------------------------------------------------------
West Speedway Phase II, LLC, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Arizona, listing $1 million to $10 million in assets and $1
million to $10 million in liabilities.

Josh Brodesky at Arizona Daily Star reports that West Speedway is
in default on its $2.4 million note for 21 lots in the Tucson
Mountains on the city's west side.  Eric Slocum Sparks, West
Speedway's lawyer, said that the Company's bankruptcy filing
stopped the scheduled trustee sale while giving West Speedway time
to pursue a flood-plain permit from the U.S. Army Corps of
Engineers, Daily Star relates.

According to Arizona Daily Star, West Speedway failed to get
financing to build infrastructure due to lack of a flood-plain
permit or 404 permit.  The report quoted Mr. Sparks as saying,
"The bank wouldn't finance the loan for the construction until the
404 permit was resolved."  The bankruptcy filing should give West
Speedway Phase II 90 to 120 days to work out the permit issue and
land financing for the development's infrastructure, the report
states, citing Mr. Sparks.

Stockton, California-based West Speedway Phase II LLC is the
second developer for the Enclaves at Gates Pass.


WOODMONT TCI: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Woodmont TCI Group VIII, LP, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Northern District
of Texas.

John Lewis, Woodmont TCI's lawyer said that the Company is one of
eight tied to Woodmont TCI Group to file for Chapter 11, according
to Bill Hethcock at Dallas Business Journal.  Citing Mr. Lewis,
the report states that the eight partnerships combined have about
$90 million in assets and $45 million in combined debt.

Business Journal relates that Dallas developer Icon Partners
disclosed in 2008 plans to construct on Woodmont TCI Group IX LP's
15-acre tract a $1 billion complex that was to include 700,000
square feet of office space, a 300-room hotel, retail space, and
about 500 high-rise condominiums, but that project was put on hold
due to the recession and the credit crunch.

Lender RMR Investments Inc. filed for foreclosure on the property,
seeking repayment of more than $18 million in debt for a loan to
Woodmont TCI Group IX, Business Journal reports, citing the
Foreclosure Listing Service.

According to Business Journal, a meeting with creditors is set for
July 30.

Dallas, Texas-based Woodmont TCI Group VIII, LP, is a real estate
partnership that owns land next to the Galleria where developers
planned to build a $1 billion mixed-use project.


WYNNEWOOD REFINING: Moody's Puts 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B3 Probability of Default Rating to Wynnewood Refining
Company.  Moody's also assigned a B2, LGD3 (39%) rating to the
company's proposed $150 million term loan due 2014, to be
guaranteed by Gary-Williams Energy Corporation . The rating
outlook is stable.  The ratings are subject to review of final
documents and terms of the proposed term loan and revolver,
including facility size, financial covenants, restricted payments
basket terms (assumed to be capped at $10 million), and
amortization and cash flow sweep terms.

The proposed term loan, along with a proposed $150 million ABL
revolver (unrated), will be used to refinance existing credit
facilities and finance the company's $56 million Prime G project,
which will enable the company to meet low sulfur fuel requirements
for gasoline.

The B2 Corporate Family Rating reflects the company's single
refinery status, which exposes the company's earnings and
cashflows to unplanned downtime.  With crude distillation capacity
of approximately 70,000 bpd, WRC is among the smallest refining
and marketing companies that Moody's rates.  The rating also
reflects the inherent cyclicality and volatility of refining
margins, with a weak refining margin outlook over the next 12-18
months, the capital intensive nature of the refining and marketing
sector, the potential for high working capital needs driven by
highly volatile crude prices and the company's high reliance on
uncommitted supplier credit lines.

In addition, the rating reflects the need to meet reduced unit
cost targets and generate improved results relative to its weak
performance in 2008.  While management has several years of
refining experience, they have only limited history of operating
the refinery at its current scale, with weak results generated in
2008.  The refinery experienced high unit operating costs in 2008
and the first quarter of 2009.  Management expects its costs will
decline as a result of increased focus on cost savings, utility
savings stemming from lower natural gas prices, and the
replacement of outside contractors with more internal hires.

The ratings are supported by the refinery's numerous crude oil
sourcing logistics, the refinery's ability to run up to 40% sour
crude, and favorable refined product take-away logistics.  Located
approximately 130 miles southwest of Cushing, Oklahoma, the
refinery is well positioned geographically.  The company has
generally been able to process a high proportion of crude oil at
advantaged costs and sell its gasoline and diesel fuels at premium
pricing versus US Gulf Coast prices.  In addition, while there are
numerous refined product pipelines in the region, PADD II market
dynamics are favorable, with refined product demand expected to
remain greater than supply, assuming demand contraction is not
larger than anticipated.  However, with weakening refined product
demand, product price premiums relative to US Gulf Coast prices
have been eroding.  Nevertheless, the company's crude oil
advantage has remained favorable thus far in 2009.

The ratings also benefit from the company's relatively
conservative financial leverage profile.  While WRC's leverage is
expected to increase to fund its low sulfur gasoline regulatory
spending requirements, it is expected to remain conservative,
particularly given the amortization and cash flow sweep mechanism
of the proposed term loan.  Pro forma for the proposed term loan,
WRC's debt/complexity barrels is expected to increase to $346 from
$221, as of March 31, 2009.  Moody's notes that the company's
leverage could further rise given the weak refining sector
outlook, the risk of unscheduled downtime, and as a result of
additional regulatory spending requirements over the next several
years.

The rating outlook is stable, based on the assumption that the
company's financial performance will improve over the near term
from weak 2008 levels.  While a higher rating is not likely at
this time given the company's small size and single asset profile,
increased scale and operating diversity could be positive for the
ratings if financial leverage remains conservative.  On the other
hand, the B2 ratings could be pressured if the refinery
experiences material unscheduled downtime, weaker than expected
operating performance or if sector weakness impairs debt coverage
or liquidity.

This is the first rating action on Wynnewood Refining Company.

Wynnewood Refining Company, a wholly owned subsidiary of Gary-
Williams Energy Corporation, is a private independent refining and
marketing company headquartered in Denver, Colorado.


WEST CORP: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which West Corp. is a
borrower traded in the secondary market at 90.92 cents-on-the-
dollar during the week ended on July 10, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.65 percentage points from
the previous week, The Journal relates.  The loan matures on May
11, 2013.  The Company pays 237.5 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                      About West Corp.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West has a team of 41,000
employees based in North America, Europe and Asia.


YANKEE CANDLE: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Yankee Candle is a
borrower traded in the secondary market at 89.60 cents-on-the-
dollar during the week ended on July 10, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.50 percentage points
from the previous week, The Journal relates.  The loan matures on
February 6, 2014.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 10, 2009, among the 144
loans with five or more bids.

                    About The Yankee Candle

Based in South Deerfield, Massachusetts, The Yankee Candle
Company, Inc., designs, manufactures, and is a wholesaler and
retailer of premium scented candles.  Yankee has a 39-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts.  The Company sells its products
through a North American wholesale customer network of 19,689
store locations, a growing base of Company owned and operated
retail stores (491 located in 43 states as of January 3, 2009
including 28 Illuminations stores), direct mail catalogs, its
Internet Web sites:

                 http://www.yankeecandle.com
                 http://www.illuminations.com
                 http://www.aromanaturals.com

Outside of North America, the Company sells its products primarily
through its subsidiary, Yankee Candle Company (Europe), Ltd.,
which has an international wholesale customer network of 2,994
store locations and distributors covering approximately 23
countries.

Yankee Holding Corp. is a holding company formed in connection
with the Company's Merger with an affiliate of Madison Dearborn
Partners, LLC, on February 6, 2007, and is now the parent company
of The Yankee Candle Company, Inc.

Yankee Holding Corp. and subsidiaries had $1.372 billion in total
assets, and $1.375 billion in total liabilities, resulting in
$2.82 million in stockholders' deficit as of January 3, 2009.


YRC WORLDWIDE: Reaches Tentative Agreement with Teamsters
---------------------------------------------------------
YRC Worldwide Inc. has reached a tentative agreement with the
International Brotherhood of Teamsters leadership to modify the
terms of the current labor agreement for its employees covered by
the National Master Freight Agreement.

YRC Worldwide seeks to modify the National Master Freight
Agreement, effective April 1, 2008, through March 31, 2013.  The
modification does not become effective until it is ratified by the
affected members.

The proposed changes are designed to reduce the company's cost
structure and preserve operating capital.

"We appreciate the ongoing willingness of the Teamsters leadership
to work with the company to identify ways to improve the financial
position of YRC Worldwide during this severe economic recession,"
said Mike Smid, President of YRC Inc. and Chief Operations Officer
of YRC Worldwide."  Our employees are the most dedicated and
professional in the industry, and their continued loyalty to
serving our customers remains unrivaled."

Details surrounding the tentative agreement are expected to be
available this week following further discussions with labor
leadership.  The modified agreement will be voted on by YRC
Worldwide employees who are represented by the IBT.

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc. (NASDAQ: YRCW) is a
holding company that through wholly owned operating subsidiaries
offers its customers a wide range of transportation services.  The
services include global, national and regional transportation as
well as logistics.  Its operating subsidiaries include YRC
National Transportation; YRC Regional Transportation; YRC
Logistics; and YRC Truckload.  At March 31, 2009, about 70% of the
Company's labor force is subject to collective bargaining
agreements, which predominantly expire in 2013.  At March 31,
2009, the Company had $3,674,725,000 in total assets and
$3,467,190,000 in total liabilities.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.


YRC WORLDWIDE: Rothschild in Talks with Debt Securities Holders
---------------------------------------------------------------
YRC Worldwide Inc. reports additional progress in its
comprehensive plan to realize efficiencies from the YRC
integration, restore financial strength, and position its
operating companies for future success.

The progress report includes updates on five key areas:

     -- Network re-engineering

        In March 2009, the Company took a trailblazing step
        forward by integrating the Yellow Transportation and
        Roadway networks into YRC.  The move created the most
        comprehensive LTL network in North America, allowing
        the Company to reduce facilities and costs, while
        enhancing services.

     -- Continued support from lender group

        Last month the Company announced an amendment to its
        bank agreement to provide for the immediate release of
        escrow funds generated from the Company's prior asset
        sales to pay down the revolving credit facility without
        reducing the Company's borrowing availability under the
        facility.

     -- Pension fund progress

        YRC Worldwide announced an agreement last month with
        Central States, Southeast and Southwest Areas Pension
        Fund, the largest of the Company's International
        Brotherhood of Teamsters multi-employer defined benefit
        pension funds, to provide certain of the Company's real
        estate as collateral in lieu of pension contribution
        payments during the second quarter for a deferral of
        $83 million.  Since the announcement, seven additional
        funds have joined as participants in the same agreement
        for a deferral of an additional $11 million.  The
        Company continues discussions with its remaining IBT
        multi-employer pension funds.

     -- Teamsters discussions

        The Company continued face-to-face discussions with the
        IBT seeking to modify the terms of the current labor
        agreement for its employees covered by the National
        Master Freight Agreement.  On July 9, YRC reached a
        tentative agreement with the Teamsters leadership to
        modify the terms of the current labor agreement for its
        employees covered by the National Master Freight
        Agreement.

     -- Retention of advisors

        YRC Worldwide retained financial advisors several
        months ago, including Tenex Capital Management, Alvarez
        and Marsal and Rothschild Inc., to assist in
        formulating its comprehensive strategic plan to address
        its capital structure and liquidity needs.  In this
        regard, Rothschild has initiated preliminary
        discussions with several significant holders of the
        Company's debt securities.

"We can't control the economic environment, but we certainly can
and are controlling our response to it," said Bill Zollars,
Chairman, President and CEO of YRC Worldwide.  "Our self-help
recovery plan is proactive and has the support of our
stakeholders.  We are taking the steps needed to manage our plan
today, and position our company for success as the economy
recovers."

YRC Worldwide is finalizing the date for its second quarter
earnings and expects to announce the date within the week.

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc. (NASDAQ: YRCW) is a
holding company that through wholly owned operating subsidiaries
offers its customers a wide range of transportation services.  The
services include global, national and regional transportation as
well as logistics.  Its operating subsidiaries include YRC
National Transportation; YRC Regional Transportation; YRC
Logistics; and YRC Truckload.  At March 31, 2009, about 70% of the
Company's labor force is subject to collective bargaining
agreements, which predominantly expire in 2013.  At March 31,
2009, the Company had $3,674,725,000 in total assets and
$3,467,190,000 in total liabilities.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.


* Frank Scherer Joins Grubb & Ellis as Retail Group Vice Pres.
--------------------------------------------------------------
Frank Scherer has joined Grubb & Ellis Company as vice president,
Retail Group, effective immediately.

Mr. Scherer will join senior vice presidents Ted Parris and Steve
Monroe in supporting local and national clients as they
restructure their real estate holdings during bankruptcy
proceedings or other reorganization efforts.

"Frank brings extensive experience in supporting clients that are
right-sizing, trying to decrease overhead costs to reinvest back
into their business, or even undergoing Chapter 11 bankruptcy
reorganization," said Shawn Mobley, executive vice president and
managing director of Grubb & Ellis' Chicago offices.  "Given the
realities of today's environment, we believe that this experience
will be a significant benefit to our clients."

Mr. Scherer, 58, was previously a vice president of real estate
with American Blue Ribbon Holdings, LLC, the entity that purchased
the assets of VICORP Restaurants Inc. out of Chapter 11
bankruptcy.

While at VICORP, which owned restaurants such as Bakers Square and
Village Inn, Mr. Scherer was responsible for the restructuring of
the company's lease portfolio.  Prior to his role as Vice
President of Real Estate, Scherer held the positions of vice
president of franchise operations and development.  He joined
VICORP in 1989.

Mr. Scherer said, "I've worked with Ted and Steve in the past in
reworking VICORP's real estate footprint, and the success we
enjoyed as a team is something I would like to repeat on behalf of
other companies in need of our services. In this economic climate
in particular, clients need professionals with portfolio
restructuring and Chapter 11 experience who have the skills to
help them achieve their goals."

Mr. Scherer is a member of the International Council of Shopping
Centers.

                       About Grubb & Ellis

Named to The Global Outsourcing 100TM in 2009 by the International
Association of Outsourcing ProfessionalsTM,
Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com--
is one of the largest and most respected commercial real estate
services and investment companies in the world. Our 6,000
professionals in more than 130 company-owned and affiliate offices
draw from a unique platform of real estate services, practice
groups and investment products to deliver comprehensive,
integrated solutions to real estate owners, tenants and investors.
The firm's transaction, management, consulting and investment
services are supported by highly regarded proprietary market
research and extensive local expertise.

Through Grubb & Ellis Realty Investors, the company is a leading
sponsor of real estate investment programs that provide
individuals and institutions the opportunity to invest in a broad
range of real estate investment vehicles, including public non-
traded real estate investment trusts (REITs), tenant-in-common
(TIC) investments suitable for tax-deferred 1031 exchanges and
other real estate investment funds.


* BOND PRICING -- For the Week From July 6 to 10, 2009
------------------------------------------------------
Company              Coupon      Maturity   Bid Price
-------              ------      --------   ---------
ADVANTA CAP TR         8.99%    12/17/2026       19.40
AHERN RENTALS          9.25%     8/15/2013       34.50
ALERIS INTL INC        9.00%    12/15/2014        1.00
ALERIS INTL INC       10.00%    12/15/2016        4.00
ALLIED CAP CORP        6.63%     7/15/2011       56.50
AMBASSADORS INTL       3.75%     4/15/2027       27.00
AMER AXLE & MFG        5.25%     2/11/2014       30.00
AMER GENL FIN          3.05%     6/15/2010       60.50
AMER GENL FIN          3.85%     9/15/2009       93.50
AMER GENL FIN          3.88%    10/15/2009       96.00
AMER GENL FIN          4.00%     8/15/2009       91.75
AMER GENL FIN          4.10%     5/15/2010       70.68
AMER GENL FIN          4.20%     8/15/2009       95.00
AMER GENL FIN          4.20%    10/15/2010       60.00
AMER GENL FIN          4.25%    10/15/2010       59.00
AMER GENL FIN          4.30%     9/15/2009       89.50
AMER GENL FIN          4.40%     7/15/2009       99.75
AMER GENL FIN          4.40%     4/15/2012       38.00
AMER GENL FIN          4.50%     9/15/2009       93.22
AMER GENL FIN          4.50%     3/15/2010       60.00
AMER GENL FIN          4.50%    11/15/2010       55.96
AMER GENL FIN          4.55%    10/15/2009       80.00
AMER GENL FIN          4.60%    10/15/2010       45.00
AMER GENL FIN          4.75%     8/15/2010       62.10
AMER GENL FIN          4.95%    11/15/2010       62.00
AMER GENL FIN          5.00%     9/15/2010       70.16
AMER GENL FIN          5.00%    10/15/2010       65.00
AMER GENL FIN          5.00%    11/15/2010       54.50
AMER GENL FIN          5.00%    12/15/2010       65.31
AMER GENL FIN          5.00%     6/15/2011       55.00
AMER GENL FIN          5.00%    10/15/2011       40.00
AMER GENL FIN          5.20%     6/15/2010       70.15
AMER GENL FIN          5.20%     9/15/2010       45.00
AMER GENL FIN          5.25%     7/15/2010       55.00
AMER GENL FIN          5.25%    12/15/2012       25.00
AMER GENL FIN          5.40%     6/15/2011       53.79
AMER GENL FIN          5.40%     5/15/2013       46.00
AMER GENL FIN          5.40%     9/15/2013       34.00
AMER GENL FIN          5.85%     9/15/2012       40.00
AMER GENL FIN          6.25%     7/15/2011       57.51
AMER GENL FIN          8.00%     8/15/2010       72.00
AMER GENL FIN          8.13%     8/15/2009       97.75
AMER GENL FIN          8.15%     8/15/2011       52.78
AMER MEDIA OPER        8.88%     1/15/2011       57.50
AMR CORP               9.20%     1/30/2012       48.00
AMR CORP              10.45%     3/10/2011       54.50
ANTHRACITE CAP        11.75%      9/1/2027       16.50
APPLETON PAPERS        9.75%     6/15/2014       38.00
ARCO CHEMICAL CO      10.25%     11/1/2010       26.73
BANK NEW ENGLAND       8.75%      4/1/1999        9.69
BANK NEW ENGLAND       9.88%     9/15/1999        9.50
BANKUNITED FINL        3.13%      3/1/2034        6.38
BARRINGTON BROAD      10.50%     8/15/2014       33.50
BELL MICROPRODUC       3.75%      3/5/2024       32.50
BKI-CALL07/09          8.00%    10/15/2010      100.08
BLOCKBUSTER INC        9.00%      9/1/2012       46.00
BON-TON DEPT STR      10.25%     3/15/2014       38.00
BORDEN INC             8.38%     4/15/2016       25.50
BORDEN INC             9.20%     3/15/2021       24.75
BOWATER INC            6.50%     6/15/2013       12.85
BOWATER INC            9.38%    12/15/2021       13.50
BOWATER INC            9.50%    10/15/2012       14.69
BRODER BROS CO        11.25%    10/15/2010       30.13
BROOKSTONE CO         12.00%    10/15/2012       45.00
CALLON PETROLEUM       9.75%     12/8/2010       41.00
CAPMARK FINL GRP       7.88%     5/10/2012       24.50
CAPMARK FINL GRP       8.30%     5/10/2017       23.55
CARAUSTAR INDS         7.25%      5/1/2010       56.88
CCH I LLC              9.92%      4/1/2014        0.75
CCH I LLC             10.00%     5/15/2014        0.50
CCH I LLC             11.13%     1/15/2014        0.50
CCH I LLC             12.13%     1/15/2015   #N/A N.A.
CCH I LLC             13.50%     1/15/2014        1.56
CCH I/CCH I CP        11.00%     10/1/2015       11.50
CCH I/CCH I CP        11.00%     10/1/2015       11.75
CHAMPION ENTERPR       2.75%     11/1/2037       11.25
CHARTER COMM HLD      10.00%     5/15/2011        1.00
CHARTER COMM HLD      12.13%     1/15/2012        0.25
CHARTER COMM HLD      13.50%     1/15/2011        1.00
CHARTER COMM INC       6.50%     10/1/2027       24.25
CHENIERE ENERGY        2.25%      8/1/2012       38.00
CIT GROUP INC          4.05%     2/15/2010       80.00
CIT GROUP INC          4.13%     11/3/2009       88.00
CIT GROUP INC          4.25%      2/1/2010       83.00
CIT GROUP INC          4.30%     6/15/2010       74.10
CIT GROUP INC          4.40%     9/15/2009       93.00
CIT GROUP INC          4.60%     6/15/2013       32.50
CIT GROUP INC          5.15%     2/15/2011       50.00
CIT GROUP INC          5.25%     8/15/2009       96.50
CIT GROUP INC          5.25%     5/15/2010       68.00
CIT GROUP INC          5.25%    11/15/2010       66.50
CIT GROUP INC          5.25%    11/15/2010       39.70
CIT GROUP INC          5.30%     6/15/2010       70.25
CIT GROUP INC          6.00%     7/15/2009       99.52
CIT GROUP INC          6.00%     8/15/2009       91.88
CIT GROUP INC          6.00%     3/15/2013       41.00
CIT GROUP INC          6.15%     1/15/2013       43.00
CIT GROUP INC          6.25%     9/15/2009       95.00
CIT GROUP INC          6.25%     1/15/2013       41.00
CIT GROUP INC          6.50%     2/15/2010       73.00
CIT GROUP INC          7.50%     1/15/2013       43.62
CITADEL BROADCAS       4.00%     2/15/2011        7.00
CLEAR CHANNEL          4.40%     5/15/2011       35.06
CLEAR CHANNEL          4.50%     1/15/2010       64.00
CLEAR CHANNEL          4.90%     5/15/2015       18.00
CLEAR CHANNEL          5.00%     3/15/2012       23.00
CLEAR CHANNEL          5.50%     9/15/2014       19.00
CLEAR CHANNEL          5.50%    12/15/2016       20.79
CLEAR CHANNEL          5.75%     1/15/2013       20.50
CLEAR CHANNEL          6.25%     3/15/2011       35.00
CLEAR CHANNEL          6.88%     6/15/2018       17.44
CLEAR CHANNEL          7.25%    10/15/2027       17.44
CLEAR CHANNEL          7.65%     9/15/2010       55.06
CLEAR CHANNEL         10.75%      8/1/2016       28.00
CLEAR CHANNEL         10.75%      8/1/2016       28.00
COLLINS & AIKMAN      10.75%    12/31/2011        0.20
COLONIAL BANK          9.38%      6/1/2011       60.00
COMPREHENS CARE        7.50%     4/15/2010       75.25
COMPUCREDIT            3.63%     5/30/2025       32.00
CONEXANT SYSTEMS       4.00%      3/1/2026       43.13
CONSTAR INTL          11.00%     12/1/2012        8.00
COOPER-STANDARD        7.00%    12/15/2012       10.00
COOPER-STANDARD        8.38%    12/15/2014       11.00
CREDENCE SYSTEM        3.50%     5/15/2010       50.63
CSC HOLDINGS INC       8.13%     7/15/2009      100.00
DAYTON SUPERIOR       10.00%     9/30/2029       17.00
DAYTON SUPERIOR       13.00%     6/15/2009       22.37
DECODE GENETICS        3.50%     4/15/2011        7.50
DECODE GENETICS        3.50%     4/15/2011        7.75
DELPHI CORP            8.25%    10/15/2033        1.00
DEX MEDIA INC          8.00%    11/15/2013       13.25
DEX MEDIA INC          9.00%    11/15/2013       13.25
DEX MEDIA INC          9.00%    11/15/2013       13.25
DEX MEDIA WEST         8.50%     8/15/2010       71.25
DEX MEDIA WEST         9.88%     8/15/2013       14.00
DOWNEY FINANCIAL       6.50%      7/1/2014        6.50
DUNE ENERGY INC       10.50%      6/1/2012       49.50
EDDIE BAUER HLDG       5.25%      4/1/2014       10.00
ENERGY PARTNERS        8.75%      8/1/2010       35.00
FAIRPOINT COMMUN      13.13%      4/1/2018       21.25
FIBERTOWER CORP        9.00%    11/15/2012       40.00
FINLAY FINE JWLY       8.38%      6/1/2012        0.63
FIRST DATA CORP        5.63%     11/1/2011       45.75
FLEETWOOD ENTERP      14.00%    12/15/2011       29.00
FORD MOTOR CRED        5.10%     8/20/2009       96.86
FORD MOTOR CRED        5.20%     7/20/2009       96.00
FRANKLIN BANK          4.00%      5/1/2027        1.25
FREESCALE SEMICO      10.13%    12/15/2016       36.00
FRONTIER AIRLINE       5.00%    12/15/2025        8.00
GASTAR EXPLORAT       12.75%     12/1/2012       53.25
GENCORP INC            4.00%     1/16/2024       83.38
GENERAL MOTORS         7.13%     7/15/2013        9.00
GENERAL MOTORS         7.40%      9/1/2025       10.50
GENERAL MOTORS         7.70%     4/15/2016       11.50
GENERAL MOTORS         8.10%     6/15/2024       11.10
GENERAL MOTORS         8.25%     7/15/2023       11.65
GENERAL MOTORS         8.38%     7/15/2033       10.00
GENERAL MOTORS         8.80%      3/1/2021       11.60
GENERAL MOTORS         9.40%     7/15/2021       11.58
GENERAL MOTORS         9.45%     11/1/2011       12.10
GEORGIA GULF CRP       7.13%    12/15/2013       30.00
GEORGIA GULF CRP       9.50%    10/15/2014       33.20
GGP LP                 3.98%     4/15/2027       33.05
GMAC LLC               5.05%     7/15/2009       99.38
GMAC LLC               5.10%     7/15/2009       99.00
GMAC LLC               5.25%     7/15/2009       99.00
GMAC LLC               5.25%     7/15/2009      100.00
GMAC LLC               6.50%     7/15/2009       99.50
GMAC LLC               6.60%     7/15/2009       97.50
GMAC LLC               6.70%     7/15/2009       98.27
GMAC LLC               6.80%    12/15/2009       86.00
GMAC LLC               6.85%     7/15/2009       99.91
GMAC LLC               7.00%     7/15/2009       99.26
HAIGHTS CROSS OP      11.75%     8/15/2011       35.00
HAWAIIAN TELCOM        9.75%      5/1/2013        1.75
HEADWATERS INC         2.88%      6/1/2016       54.00
HINES NURSERIES       10.25%     10/1/2011       14.00
IDEARC INC             8.00%    11/15/2016        4.25
INN OF THE MOUNT      12.00%    11/15/2010       40.00
INTCOMEX INC          11.75%     1/15/2011       40.38
INTERDENT SVC         10.75%    12/15/2011       52.40
INTL LEASE FIN         3.25%     2/15/2010   #N/A N.A.
INTL LEASE FIN         3.50%     9/15/2009       85.75
INTL LEASE FIN         3.55%     7/15/2009       99.90
INTL LEASE FIN         4.25%     9/15/2009       94.50
INTL LEASE FIN         4.70%     8/15/2009       96.00
INTL LEASE FIN         4.85%     8/15/2009       94.01
INTL LEASE FIN         5.00%     6/15/2012       43.25
INTL LEASE FIN         7.25%     2/15/2010       78.00
ISTAR FINANCIAL        5.13%      4/1/2011       51.00
ISTAR FINANCIAL        5.13%      4/1/2011       57.50
ISTAR FINANCIAL        5.80%     3/15/2011       63.00
ISTAR FINANCIAL        6.00%    12/15/2010       66.50
JAZZ TECHNOLOGIE       8.00%    12/31/2011       45.00
JEFFERSON SMURFI       7.50%      6/1/2013       37.50
JEFFERSON SMURFI       8.25%     10/1/2012       37.13
KAISER ALUM&CHEM      12.75%      2/1/2003        7.00
KELLWOOD CO            7.63%    10/15/2017       20.00
KEMET CORP             2.25%    11/15/2026       45.50
KEMET CORP             2.25%    11/15/2026       43.44
KEYSTONE AUTO OP       9.75%     11/1/2013       32.13
KNIGHT RIDDER          4.63%     11/1/2014       21.50
KNIGHT RIDDER          5.75%      9/1/2017       10.13
KNIGHT RIDDER          6.88%     3/15/2029       16.00
KNIGHT RIDDER          7.13%      6/1/2011       28.00
KNIGHT RIDDER          7.15%     11/1/2027       11.00
LANDAMERICA            3.13%    11/15/2033       22.50
LANDAMERICA            3.25%     5/15/2034       22.50
LAZYDAYS RV           11.75%     5/15/2012        4.00
LEAR CORP              8.50%     12/1/2013       40.00
LEHMAN BROS HLDG       1.50%     3/23/2012       12.50
LEHMAN BROS HLDG       2.00%    10/31/2012       11.46
LEHMAN BROS HLDG       4.25%     1/27/2010       14.50
LEHMAN BROS HLDG       4.38%    11/30/2010       15.25
LEHMAN BROS HLDG       4.50%     7/26/2010       16.00
LEHMAN BROS HLDG       4.50%      8/3/2011       12.84
LEHMAN BROS HLDG       4.80%     3/13/2014       16.50
LEHMAN BROS HLDG       4.80%     6/24/2023        8.25
LEHMAN BROS HLDG       5.00%     1/14/2011       15.25
LEHMAN BROS HLDG       5.00%     1/22/2013        8.00
LEHMAN BROS HLDG       5.00%     2/11/2013        8.70
LEHMAN BROS HLDG       5.00%     3/27/2013        7.75
LEHMAN BROS HLDG       5.00%      8/3/2014        9.00
LEHMAN BROS HLDG       5.00%     5/28/2023       10.00
LEHMAN BROS HLDG       5.00%     5/30/2023        9.00
LEHMAN BROS HLDG       5.00%     6/10/2023        9.00
LEHMAN BROS HLDG       5.00%     6/17/2023        8.40
LEHMAN BROS HLDG       5.10%     1/28/2013        8.06
LEHMAN BROS HLDG       5.10%     2/15/2020       10.00
LEHMAN BROS HLDG       5.15%      2/4/2015        9.50
LEHMAN BROS HLDG       5.20%     5/13/2020        7.00
LEHMAN BROS HLDG       5.25%      2/6/2012       15.50
LEHMAN BROS HLDG       5.25%     1/30/2014        8.75
LEHMAN BROS HLDG       5.25%     2/11/2015        9.55
LEHMAN BROS HLDG       5.25%      3/5/2018        7.00
LEHMAN BROS HLDG       5.25%     9/14/2019        9.00
LEHMAN BROS HLDG       5.25%      3/8/2020       10.00
LEHMAN BROS HLDG       5.25%     5/20/2023       10.00
LEHMAN BROS HLDG       5.35%     2/25/2018        8.55
LEHMAN BROS HLDG       5.35%     3/13/2020       11.00
LEHMAN BROS HLDG       5.35%     6/14/2030        8.80
LEHMAN BROS HLDG       5.38%      5/6/2023        8.85
LEHMAN BROS HLDG       5.40%      3/6/2020        8.00
LEHMAN BROS HLDG       5.40%     3/20/2020        9.25
LEHMAN BROS HLDG       5.40%     3/30/2029        8.80
LEHMAN BROS HLDG       5.40%     6/21/2030        8.00
LEHMAN BROS HLDG       5.45%     3/15/2025        8.25
LEHMAN BROS HLDG       5.45%      4/6/2029        8.00
LEHMAN BROS HLDG       5.45%     2/22/2030        8.00
LEHMAN BROS HLDG       5.45%     7/19/2030        9.40
LEHMAN BROS HLDG       5.45%     9/20/2030        8.06
LEHMAN BROS HLDG       5.50%      4/4/2016       16.38
LEHMAN BROS HLDG       5.50%      2/4/2018        7.75
LEHMAN BROS HLDG       5.50%     2/19/2018        8.50
LEHMAN BROS HLDG       5.50%     11/4/2018        9.00
LEHMAN BROS HLDG       5.50%     2/27/2020        7.75
LEHMAN BROS HLDG       5.50%     8/19/2020        7.25
LEHMAN BROS HLDG       5.50%     3/14/2023        9.00
LEHMAN BROS HLDG       5.50%      4/8/2023        8.50
LEHMAN BROS HLDG       5.50%     4/15/2023        9.50
LEHMAN BROS HLDG       5.50%     4/23/2023        9.63
LEHMAN BROS HLDG       5.50%     10/7/2023        7.92
LEHMAN BROS HLDG       5.50%     1/27/2029        9.00
LEHMAN BROS HLDG       5.50%      2/3/2029        8.20
LEHMAN BROS HLDG       5.55%     2/11/2018        8.20
LEHMAN BROS HLDG       5.55%      3/9/2029        8.25
LEHMAN BROS HLDG       5.55%     1/25/2030        9.35
LEHMAN BROS HLDG       5.55%     9/27/2030        8.80
LEHMAN BROS HLDG       5.55%    12/31/2034        8.00
LEHMAN BROS HLDG       5.60%     1/22/2018        6.93
LEHMAN BROS HLDG       5.60%     2/17/2029       10.50
LEHMAN BROS HLDG       5.60%     2/24/2029        8.50
LEHMAN BROS HLDG       5.60%      3/2/2029        8.00
LEHMAN BROS HLDG       5.60%     2/25/2030        9.00
LEHMAN BROS HLDG       5.60%      5/3/2030        8.38
LEHMAN BROS HLDG       5.63%     1/24/2013       16.94
LEHMAN BROS HLDG       5.63%     3/15/2030        7.75
LEHMAN BROS HLDG       5.65%    11/23/2029        9.00
LEHMAN BROS HLDG       5.65%     8/16/2030        9.00
LEHMAN BROS HLDG       5.65%    12/31/2034       11.01
LEHMAN BROS HLDG       5.70%     1/28/2018        8.70
LEHMAN BROS HLDG       5.70%     2/10/2029        5.19
LEHMAN BROS HLDG       5.70%     4/13/2029        8.06
LEHMAN BROS HLDG       5.70%      9/7/2029        8.50
LEHMAN BROS HLDG       5.70%    12/14/2029        8.70
LEHMAN BROS HLDG       5.75%     4/25/2011       11.00
LEHMAN BROS HLDG       5.75%     7/18/2011       14.00
LEHMAN BROS HLDG       5.75%     5/17/2013       14.13
LEHMAN BROS HLDG       5.75%     3/27/2023        8.00
LEHMAN BROS HLDG       5.75%    10/15/2023        9.00
LEHMAN BROS HLDG       5.75%    10/21/2023        8.00
LEHMAN BROS HLDG       5.75%    11/12/2023        8.50
LEHMAN BROS HLDG       5.75%    11/25/2023        9.50
LEHMAN BROS HLDG       5.75%    12/16/2028        9.64
LEHMAN BROS HLDG       5.75%    12/23/2028        7.75
LEHMAN BROS HLDG       5.75%     8/24/2029        8.90
LEHMAN BROS HLDG       5.75%     9/14/2029        7.75
LEHMAN BROS HLDG       5.75%    10/12/2029        8.20
LEHMAN BROS HLDG       5.75%     3/29/2030        9.63
LEHMAN BROS HLDG       5.80%      9/3/2020        8.00
LEHMAN BROS HLDG       5.80%    10/25/2030        7.75
LEHMAN BROS HLDG       5.85%     11/8/2030        9.00
LEHMAN BROS HLDG       5.88%    11/15/2017       15.50
LEHMAN BROS HLDG       5.90%      5/4/2029        8.50
LEHMAN BROS HLDG       5.90%      2/7/2031        8.20
LEHMAN BROS HLDG       6.00%     7/19/2012       13.75
LEHMAN BROS HLDG       6.00%    12/18/2015        8.06
LEHMAN BROS HLDG       6.00%     1/22/2020       11.50
LEHMAN BROS HLDG       6.00%     2/12/2020        7.75
LEHMAN BROS HLDG       6.00%     1/29/2021       10.13
LEHMAN BROS HLDG       6.00%    10/23/2028        8.20
LEHMAN BROS HLDG       6.00%    11/18/2028        7.00
LEHMAN BROS HLDG       6.00%     5/11/2029        8.25
LEHMAN BROS HLDG       6.00%     7/20/2029        8.70
LEHMAN BROS HLDG       6.00%     3/21/2031        8.06
LEHMAN BROS HLDG       6.00%     4/30/2034        8.50
LEHMAN BROS HLDG       6.00%     7/30/2034        7.75
LEHMAN BROS HLDG       6.00%     2/21/2036        8.06
LEHMAN BROS HLDG       6.00%     2/24/2036        8.80
LEHMAN BROS HLDG       6.00%     2/12/2037        8.50
LEHMAN BROS HLDG       6.05%     6/29/2029        8.14
LEHMAN BROS HLDG       6.10%     8/12/2023        9.75
LEHMAN BROS HLDG       6.15%     4/11/2031        7.00
LEHMAN BROS HLDG       6.20%     9/26/2014       16.25
LEHMAN BROS HLDG       6.20%     6/15/2027        9.00
LEHMAN BROS HLDG       6.20%     5/25/2029        9.13
LEHMAN BROS HLDG       6.25%      2/5/2021       12.50
LEHMAN BROS HLDG       6.25%     2/22/2023        8.80
LEHMAN BROS HLDG       6.40%    10/11/2022        7.03
LEHMAN BROS HLDG       6.40%    12/19/2036       12.50
LEHMAN BROS HLDG       6.50%     2/28/2023       11.01
LEHMAN BROS HLDG       6.50%      3/6/2023        9.75
LEHMAN BROS HLDG       6.50%    10/18/2027        7.10
LEHMAN BROS HLDG       6.50%    10/25/2027        8.80
LEHMAN BROS HLDG       6.50%    11/15/2032        7.35
LEHMAN BROS HLDG       6.50%     1/17/2033        9.00
LEHMAN BROS HLDG       6.50%    12/22/2036        9.75
LEHMAN BROS HLDG       6.50%     2/13/2037        6.22
LEHMAN BROS HLDG       6.50%     6/21/2037        7.75
LEHMAN BROS HLDG       6.50%     7/13/2037        9.63
LEHMAN BROS HLDG       6.60%     10/3/2022        7.99
LEHMAN BROS HLDG       6.63%     1/18/2012       14.50
LEHMAN BROS HLDG       6.63%     7/27/2027        9.00
LEHMAN BROS HLDG       6.75%      7/1/2022        9.50
LEHMAN BROS HLDG       6.75%    11/22/2027        7.13
LEHMAN BROS HLDG       6.75%     3/11/2033       10.50
LEHMAN BROS HLDG       6.75%    10/26/2037       11.50
LEHMAN BROS HLDG       6.80%      9/7/2032        9.90
LEHMAN BROS HLDG       6.85%     8/16/2032        7.75
LEHMAN BROS HLDG       6.88%      5/2/2018       16.88
LEHMAN BROS HLDG       6.88%     7/17/2037        0.01
LEHMAN BROS HLDG       6.90%      9/1/2032        9.63
LEHMAN BROS HLDG       7.00%     4/16/2019       10.13
LEHMAN BROS HLDG       7.00%     5/12/2023        7.15
LEHMAN BROS HLDG       7.00%     9/27/2027       16.63
LEHMAN BROS HLDG       7.00%     10/4/2032        8.00
LEHMAN BROS HLDG       7.00%     7/27/2037       11.50
LEHMAN BROS HLDG       7.00%     9/28/2037        8.00
LEHMAN BROS HLDG       7.00%    11/16/2037        9.63
LEHMAN BROS HLDG       7.00%    12/28/2037        7.59
LEHMAN BROS HLDG       7.00%     1/31/2038        8.31
LEHMAN BROS HLDG       7.00%      2/1/2038        9.25
LEHMAN BROS HLDG       7.00%      2/7/2038        9.00
LEHMAN BROS HLDG       7.00%      2/8/2038       10.50
LEHMAN BROS HLDG       7.05%     2/27/2038        8.18
LEHMAN BROS HLDG       7.10%     3/25/2038        9.00
LEHMAN BROS HLDG       7.25%     4/29/2038        9.00
LEHMAN BROS HLDG       7.35%      5/6/2038        8.00
LEHMAN BROS HLDG       7.88%     8/15/2010       14.44
LEHMAN BROS HLDG       8.00%      3/5/2022        7.75
LEHMAN BROS HLDG       8.50%      8/1/2015       15.50
LEHMAN BROS HLDG       8.75%      2/6/2023        7.00
LEHMAN BROS HLDG       8.80%      3/1/2015        8.56
LEHMAN BROS HLDG       8.92%     2/16/2017       10.50
LEHMAN BROS HLDG       9.50%    12/28/2022        8.52
LEHMAN BROS HLDG       9.50%     1/30/2023        9.50
LEHMAN BROS HLDG       9.50%     2/27/2023        6.27
LEHMAN BROS HLDG      10.00%     3/13/2023       12.25
LEHMAN BROS HLDG      10.38%     5/24/2024        7.50
LEHMAN BROS HLDG      11.00%    10/25/2017       11.70
LEHMAN BROS HLDG      11.00%     7/18/2022       10.50
LEHMAN BROS INC        7.50%      8/1/2026        5.00
LEINER HEALTH         11.00%      6/1/2012        2.00
LIBERTY MEDIA          7.75%     7/15/2009       99.49
LIBERTY MEDIA          7.88%     7/15/2009       99.50
LIBERTY MEDIA          7.88%     7/15/2009       99.48
LOCAL INSIGHT         11.00%     12/1/2017       27.00
LTX-CREDENCE           3.50%     5/15/2011       27.55
MACYS RETAIL HLD       4.80%     7/15/2009       99.88
MACYS RETAIL HLD       4.80%     7/15/2009       99.90
MAJESTIC STAR          9.50%    10/15/2010       61.75
MAJESTIC STAR          9.75%     1/15/2011        7.00
MCCLATCHY CO          15.75%     7/15/2014       48.88
MERCER INTL INC        9.25%     2/15/2013       37.00
MERISANT CO            9.50%     7/15/2013        5.00
MERRILL LYNCH          0.00%      3/9/2011       86.00
MILLENNIUM AMER        7.63%    11/15/2026        7.00
MOHEGAN TRIBAL         6.38%     7/15/2009      100.10
MOMENTIVE PERFOR      11.50%     12/1/2016       28.00
MORRIS PUBLISH         7.00%      8/1/2013        8.00
NEENAH FOUNDRY         9.50%      1/1/2017       28.00
NEFF CORP             10.00%      6/1/2015       14.50
NELNET INC             5.13%      6/1/2010       78.75
NETWORK COMMUNIC      10.75%     12/1/2013       20.50
NEW PLAN EXCEL         7.40%     9/15/2009       85.50
NEW PLAN EXCEL         7.50%     7/30/2029       18.26
NEW PLAN REALTY        6.90%     2/15/2028       18.00
NEW PLAN REALTY        7.65%     11/2/2026       18.26
NEW PLAN REALTY        7.97%     8/14/2026       13.35
NEWPAGE CORP          10.00%      5/1/2012       42.25
NEWPAGE CORP          12.00%      5/1/2013       28.00
NORTEK INC             8.50%      9/1/2014       31.00
NORTH ATL TRADNG       9.25%      3/1/2012       34.88
NTK HOLDINGS INC       0.00%      3/1/2014        8.25
NTRVST-CALL08/09       7.00%      7/1/2014       97.00
OUTBOARD MARINE        9.13%     4/15/2017        3.50
OXFORD-CALL07/09       8.88%      6/1/2011      100.15
PACKAGING DYNAMI      10.00%      5/1/2016       29.75
PALM HARBOR            3.25%     5/15/2024       33.25
PANOLAM INDUSTRI      10.75%     10/1/2013        5.00
PLY GEM INDS           9.00%     2/15/2012       22.12
PMI CAPITAL I          8.31%      2/1/2027       14.88
POPE & TALBOT          8.38%      6/1/2013        1.00
PRIMUS TELECOM         3.75%     9/15/2010        2.00
PRIMUS TELECOM         8.00%     1/15/2014       11.75
PRIMUS TELECOMM       14.25%     5/20/2011       63.00
PULTE HOMES INC        4.88%     7/15/2009       99.00
QUALITY DISTRIBU       9.00%    11/15/2010       45.00
RADIO ONE INC          6.38%     2/15/2013       18.00
RADIO ONE INC          8.88%      7/1/2011       45.20
RAFAELLA APPAREL      11.25%     6/15/2011       20.00
RATHGIBSON INC        11.25%     2/15/2014       35.50
RAYOVAC CORP           8.50%     10/1/2013       36.00
READER'S DIGEST        9.00%     2/15/2017       13.98
REALOGY CORP          10.50%     4/15/2014       43.00
REALOGY CORP          12.38%     4/15/2015       27.38
REALOGY CORP          12.38%     4/15/2015       27.50
RENTECH INC            4.00%     4/15/2013       35.50
RESIDENTIAL CAP        8.00%     2/22/2011       60.00
RESIDENTIAL CAP        8.38%     6/30/2010       75.95
RESTAURANT CO         10.00%     10/1/2013       42.50
RH DONNELLEY           6.88%     1/15/2013        4.00
RH DONNELLEY           6.88%     1/15/2013        4.75
RH DONNELLEY           6.88%     1/15/2013        4.25
RH DONNELLEY           8.88%     1/15/2016        5.00
RH DONNELLEY           8.88%    10/15/2017        6.00
RITE AID CORP          8.13%      5/1/2010       74.00
RJ TOWER CORP         12.00%      6/1/2013        1.38
ROTECH HEALTHCA        9.50%      4/1/2012       19.00
SALEM COMM HLDG        7.75%    12/15/2010       54.00
SEE-CALL07/09          3.00%     6/30/2033       97.34
SHERIDAN GROUP        10.25%     8/15/2011       60.00
SILVERLEAF RES         8.00%      4/1/2010       73.50
SINCLAIR BROAD         6.00%     9/15/2012       41.19
SIX FLAGS INC          4.50%     5/15/2015       14.00
SIX FLAGS INC          9.63%      6/1/2014       13.00
SIX FLAGS INC          9.75%     4/15/2013       13.00
SPACEHAB INC           5.50%    10/15/2010       45.00
SPHERIS INC           11.00%    12/15/2012       40.00
STALLION OILFIEL       9.75%      2/1/2015       32.38
STANLEY-MARTIN         9.75%     8/15/2015       25.25
STATION CASINOS        6.00%      4/1/2012       34.75
STATION CASINOS        6.50%      2/1/2014        4.70
STATION CASINOS        6.63%     3/15/2018        3.03
STONE CONTAINER        8.38%      7/1/2012       37.00
TEKNI-PLEX INC        12.75%     6/15/2010       58.15
THORNBURG MTG          8.00%     5/15/2013        1.00
TIMES MIRROR CO        6.61%     9/15/2027        4.50
TIMES MIRROR CO        7.25%      3/1/2013        3.96
TIMES MIRROR CO        7.25%    11/15/2096        4.25
TIMES MIRROR CO        7.50%      7/1/2023        1.67
TOUSA INC              9.00%      7/1/2010        3.06
TOUSA INC              9.00%      7/1/2010        5.00
TOUSA INC             10.38%      7/1/2012        0.01
TRANS-LUX CORP         8.25%      3/1/2012       45.00
TRANSMERIDIAN EX      12.00%    12/15/2010        6.75
TRIBUNE CO             4.88%     8/15/2010        3.85
TRIBUNE CO             5.25%     8/15/2015        5.13
TRIBUNE CO             5.67%     12/8/2008        4.00
TRONOX WORLDWIDE       9.50%     12/1/2012       16.25
TRUMP ENTERTNMNT       8.50%      6/1/2015       11.00
UAL CORP               4.50%     6/30/2021       31.50
UAL CORP               5.00%      2/1/2021       40.50
USFREIGHTWAYS          8.50%     4/15/2010       40.13
VERASUN ENERGY         9.38%      6/1/2017       12.00
VERENIUM CORP          5.50%      4/1/2027       22.50
VERSO PAPER           11.38%      8/1/2016       28.00
VION PHARM INC         7.75%     2/15/2012       34.50
VISTEON CORP           7.00%     3/10/2014        2.00
VITESSE SEMICOND       1.50%     10/1/2024       59.00
WASH MUT BANK FA       5.13%     1/15/2015        0.10
WASH MUT BANK NV       5.50%     1/15/2013        0.02
WASH MUT BANK NV       5.55%     6/16/2010       23.00
WASH MUTUAL INC        8.25%      4/1/2010       62.75
WCI COMMUNITIES        4.00%      8/5/2023        1.56
WCI COMMUNITIES        7.88%     10/1/2013        1.88
WCI COMMUNITIES        9.13%      5/1/2012        1.06
WII COMPONENTS        10.00%     2/15/2012       46.00
WILLIAM LYON           7.63%    12/15/2012       34.75
WILLIAM LYONS          7.50%     2/15/2014       30.00
WILLIAM LYONS          7.63%    12/15/2012       29.78
WILLIAM LYONS         10.75%      4/1/2013       36.25
WISE METALS GRP       10.25%     5/15/2012       42.00
YOUNG BROADCSTNG      10.00%      3/1/2011        2.00



                           *********

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 ***