TCR_Public/090714.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 14, 2009, Vol. 13, No. 193

                            Headlines

ACCREDITED HOME: To Sell 90 Mostly Defaulted Loans
ACCREDITED HOME: Files Schedules of Assets and Liabilities
ACCREDITED HOME: Gets Court Nod to Sell Platform Assets to Verizon
ACCREDITED HOME: Wants September 14 Bar Date for Proofs of Claim
ALLIANCE RESOURCE: Cuts Production at Central Appalachian Unit

AMERICAN AXLE: Working With Advisers, Mulls Bankruptcy Filing
AMERICAN HOMEBUILDERS: Case Summary & 20 Largest Unsec. Creditors
AMERICAN INT'L: Asks for U.S. Gov't Nod to Pay Retention Bonuses
ANCHOR BLUE: To Adopt Non-Insider Employee Severance Program
ANCHOR BLUE: Levi Strauss Completes Acquisition of 73 MOST Stores

ANPATH GROUP: Williams & Webster Raises Going Concern Doubt
AURORA OIL & GAS: Files Chapter 11 on Eve of Forbearance Expiry
AURORA OIL & GAS: Case Summary & 21 Largest Unsecured Creditors
BANK OF WYOMING: Closed; Central Bank & Trust Assumes Deposits
BEARINGPOINT INC: Inks Pact to Sell Brazilian Unit to CSC

BEARINGPOINT INC: Keane to Buy Portions of Commercial Business
BEARINGPOINT INC: Plan Exclusivity Extended to October 16
BENDER SHIPBUILDING: Liquidation Case Converted to Chapter 11
BERNARD MADOFF: Picard's Firm Bills $14.7MM for 4.5 Months Work
BRAVO HEALTH: Moody's Upgrades Senior Secured Debt Rating to 'B1'

BUTLER INT'L: Completes Sale of Non-Publishing Assets
CCS MEDICAL: Gets Interim OK of $10MM Loan, 1st Day Motions
CENTRAL GARDEN: S&P Affirms Junk Subordinated Debt Rating
CIT GROUP: Gov't Officials Considering Effects of Collapse
CIT GROUP: Says Demise Could Put Thousands at Risk

CITIGROUP INC: To Continue Accepting Calif. IOUs Until July 17
COYOTES HOCKEY: Possible Third Bidder Disclosed
CUNNINGHAM BROADCASTING: Faces Potential Bankruptcy, Says Sinclair
DANIEL WEBSTER: Moody's Withdraws 'B1' Rating on Two Bonds
DELPHI CORP: DIP Agent Eyes Credit Bid; No Other Offers Received

DOUGHBOY LLC: Tax Liens, Back Rent Lawsuit Lead to Ch 11 Bankr.
DUANE READE: To Buy $195-Mil. Subordinated Debt for 87.5%
DWIGHT DAVID BARTON: Case Summary & 7 Largest Unsecured Creditors
ELECTROGLAS INC: Files for Ch.11; Blames Weak Semiconductor Biz
EMMIS COMM: Posts $22.4 Million Shareholder Deficit at May 31

EMPIRE CENTER: Involuntary Chapter 11 Case Summary
EUROFRESH INC: Department of Labor Objects to Chapter 11 Plan
FILENE'S BASEMENT: Sale Results Meet CRO's Expectations
FIRST METALS: Obtains Financial Hardship Exemption from TSX
FITNESS MANAGEMENT: Files for Bankr.; Has Deal to Sell Assets

FORD MOTOR: Could Be Pulled Down by Rising Debt, Says Report
FRONTIER AIRLINES: Court OKs Republic Deal, Auction Procedures
GENERAL GROWTH: Appoints Glenn Rufrano to Board of Directors
GENERAL MOTORS: New Int'l Operation Settles in Shanghai
GENERAL MOTORS: Various Parties Comment on Closing of Sale

GENERAL MOTORS: Acquires 11.4 Mln. Common Shares of Hydrogenics
GENERAL MOTORS: S&P Withdraws 'D' Senior Unsecured Debt Rating
GENTA INC: Implements Reverse Stock Split; New Symbol is "GETA"
GEORGIA GULF: Moody's Won't Change CFR on Revised Exchange Offer
GLOBAL SAFETY: Can Initially Access Prepetition Lenders' Cash

GOLFERS' WAREHOUSE: Files for Ch 11; Will Be Sold to Worldwide
GOODY'S LLC: Stage Stores to Use Brand in Former Markets
GREDE FOUNDRIES: Taps Kurztman Carson as Notice & Claims Agent
GREDE FOUNDRIES: Wants Leversion & Metz as Special Counsel
HARRY & DAVID: S&P Withdraws 'CC' Corporate Credit Rating

HAYES LEMMERZ: U.S. Trustee Forms 9-Member Retiree Committee
IDEARC INC: Creditors Committee Says Plan Not Confirmable
INDEX OIL: RBSM LLP Raises Going Concern Doubt
INT'L KIRKLAND: May File Proposal Under BIA If Creditor Nixes Deal
INTEST CORP: McGladrey & Pullen Raises Going Concern Doubt

J.L. FRENCH: Files for Ch 11 Bankr.; Plan Expected This Week
J.L. FRENCH: Case Summary & 40 Largest Unsecured Creditors
JOHN TOLFREE: S&P Changes Outlook to Negative; Affirms 'BB' Rating
KAINOS PARTNERS: Voluntary Chapter 11 Case Summary
KELLWOOD CO: Talks With Bondholders Fail; Bankruptcy Imminent

KUSHNER-LOCKE: Files Joint Chapter 11 Plan of Reorganization
LAVIGNE INC: Liquidity Crisis Leads to Ch 11 Filing; To be Sold
LAKE AT LAS VEGAS: Exclusive Plan Filing Period Expired June 30
LEAR CORP: Intends to Employ A&M as Restructuring Advisors
LEAR CORP: Intends to Employ Bodman LLP as Michigan Counsel

LEAR CORP: Obtains Interim Approval to Limit Trading of Securities
LEAR CORP: Proposes to Continue Loans to Foreign Units
LEAR CORP: To Pay Outstanding Obligations to Employees
LEHMAN BROTHERS: Court Approves Returns of Funds by 5 Parties
LEHMAN BROTHERS: Court Denies Teva Request for Payment to Account

LEHMAN BROTHERS: Files Amended Schedules of Assets And Debts
LEHMAN BROTHERS: LCPI Terminates 10 Admin. Agent Positions
LENNAR CORP: Posts $125,185,000 Net Loss for Qtr. Ended May 31
LENNAR CORP: Sets Aside $39.8-Mil. to Repair 400 Fla. Homes
LINCOLN NATIONAL: Fitch Assigns 'BB+' Rating on $950 Mil. Stock

LLS-A LLC: Involuntary Chapter 11 Case Summary
MAGNA ENTERTAINMENT: Files Sixth Default Status Report
MAMMOTH SAN JUAN: Case Summary & 20 Largest Unsecured Creditors
METALDYNE CORP: Court OKs August 3 Auction for Chassis Business
MIDWAY GAMES: Redstone Wants Committee Suit Dismissed

MILACRON INC: Creditors, Retirees Seek Reversal of Sale Order
MOUNT HOLLY PARTNERS: Case Summ. & 20 Largest Unsec. Creditors
NANOGEN INC: Says $25MM Sale Proceeds Not Enough to Pay Creditors
NEW VISION: Reaches Deal With Lenders on Bankruptcy Plan
NORTH AMERICAN TECH: Needs Cash; $2MM Loan Due October 31

NOVADEL PHARMA: Inks Stock Purchase Agreement with Seaside 88
NOVASTAR FINANCIAL: Amster and Igdaloff Elected as Directors
NOVASTAR FIN'L: March 31 Balance Sheet Upside-Down by $973 Million
NOVASTAR FINANCIAL: Pays $5MM to Settle HQ Lease Dispute
OPUS WEST: Has $1.28-Bil. in Assets Against $1.46-Bil. in Debts

OPUS WEST: Proposes Aug. 26 Auction for Texas and Ariz. Properties
OPUS WEST: Proposes Aug. 26 Auction for Interests in SPEs
OPUS WEST: To Sell 50% in Arbowest to Arbeit Investment
OPUS WEST: Proposes Franklin Skierski as Bankruptcy Counsel
OPUS WEST: Court OKs 60-Day Extension for Schedules and Statements

OPUS WEST: Case Summary & 40 Largest Unsecured Creditors
ORIENTAL FINANCIAL: S&P Gives Negative Outlook; Keeps 'BB+' Rating
OSCIENT PHARMACEUTICALS: Files Ch. 11; Has Deal to Sell FACTIVE
OXNARD GSRS: Case Summary & 20 Largest Unsecured Creditors
PALM DRIVE: S&P Puts 'BB' Rating on 2005 Tax Revenue Bonds

PALMARIS IMAGING: Voluntary Chapter 11 Case Summary
PAMA LANE HOLDING: Case Summary & 4 Largest Unsecured Creditors
PARKTON REINSURANCE: S&P Puts 'B+' Rating on Series 2009-1 Notes
PFF BANCORP: Court Establishes July 21 General Claims Bar Date
PFF BANCORP: Files Schedules of Assets and Liabilities

PFP FUNDING II: BofA to Sell Collateral at July 20 Auction
PHOENIX ASSOCIATES: U.S. Trustee Appoints 3-Member Panel
PHOENIX KINGDOM: Case Summary & 20 Largest Unsecured Creditors
PLIANT CORPORATION: Terms of Apollo's Competing Chapter 11 Plan
PPA HOLDINGS: Court Extends Schedules Filing Until August 11

PPA HOLDINGS: US Trustee Sets Meeting of Creditors for Aug. 26
PRIMARY ENERGY: S&P Assigns 'BB' Rating on $152.5 Million Loan
PRO-HEALTH LLC: Case Summary & 20 Largest Unsecured Creditors
PROLIANCE INTERNATIONAL: Can Initially Access Silver Point Cash
PROLIANCE INT'L: Proposal to Limit Trading Gets Interim Approval

PROLIANCE INTERNATIONAL: Wants to Reject Non-Residential Leases
PROVIDENT ROYALTIES: Dennis Roossien Appointed as Receiver
QSGI INC: Geoffrey Smith, Robert VanHellemont Resign From Board
QSI HOLDINGS: Safe Harbor Applies to Closely Held Co.'s Stock
QUEST RESOURCE: Enters Into Agreement and Plan of Merger

QUEST RESOURCE: Has Until August 15 to Submit Financial Reports
RATHGIBSON INC: Commences Prepack Bankruptcy in Delaware
REAL MEX: Amends GECC and Credit Suisse Credit Facilities
REAL MEX: Raises $130MM Through Offering of 14% Notes Due 2013
REGAL CINEMAS: S&P Raises Issue-Level Rating on Debt to 'BB-'

RELIANCE INTERMEDIATE: S&P Assigns 'BB-' Rating on $250 Mil. Notes
RITE AID: Compensation Panel OKs 2010 Long-Term Incentive Plan
RITE AID: Gets New $1-Bil. Senior Secured Revolving Credit Loan
RITZ CAMERA: Court Approves July 20 Auction for All Assets
RIVIERA HOLDINGS: Board Raises CFO Simons' Annual Salary

RIVIERA HOLDINGS: Misses Interest Payment; In Talks With Lender
RONSON CORP: Wells Fargo Extends Moratorium Until July 17
SFK PULP: Moody's Downgrades Corporate Family Rating to 'B3'
SHOOK DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
SIERRA WEST BUSINESS: Case Summary & 8 Largest Unsec. Creditors

SINCLAIR BROADCAST: Tells Noteholders of Looming Liquidity Crunch
SOLERA HOLDINGS: S&P Gives Positive Outlook; Keeps 'BB-' Rating
SOLSTICE LLC: Court Establishes August 14 Claims Bar Date
SOUTHEAST WAFFLES: Ch. 11 Plan Relies on Franchiser Takeover
SOVRAN SELF: Fitch Downgrades Issuer Default Rating to 'BB+'

SPAULDING HILL: Case Summary & 5 Largest Unsecured Creditors
SPANSION INC: Former Employees Request Class Certification
SPANSION INC: International's Schedules of Assets & Debts
SPANSION INC: International's Statement of Financial Affairs
SPANSION INC: Schedules of Assets & Liabilities

SPANSION INC: Statement of Financial Affairs
SPORTSCLICK INC: Bank of Montreal Seeks to Enforce Security
SUN CONTAINER: Case Summary & 20 Largest Unsecured Creditors
SYNCORA GUARANTEE: BCP Extends RMBS Exchange Offer to July 14
SYRACO ASSOCIATES: Case Summary & 17 Largest Unsec. Creditors

TELETOUCH COMMUNICATIONS: Posts $583,000 Net Loss in 3rd Qtr.
TETON ENERGY: Debenture Holders Extend Forbearance to July 17
TOYS R US: Unit Raises $950MM in 2017 Note Issuance
TRANSMERIDIAN EXPLORATION: Plan Confirmation Hearing on Aug. 4
TRONOX INC: Class Action Filed Against Kerr-McGee and Anadarko

TRICOM SA: Files Further Revisions to Proposed Ch. 11 Plan
TUSCANY RESERVE: Case Summary & 20 Largest Unsecured Creditors
ULTIMATE EQUIPMENT: Case Summary & 20 Largest Unsec. Creditors
UNITED AIR: Recession & Low Demand Threaten Liquidity, Says WSJ
US AIRWAYS: Recession & Low Demand Threaten Liquidity, Says WSJ

UTGR INC: Wants to Hire Lazard Freres as Financial Advisor
UTGR INC: Selects Zolfo Cooper as Special Financial Advisor
WALL STREET NEVADA: Case Summary & Largest Unsecured Creditor
WWS CAMPGROUND: Case Summary & 20 Largest Unsecured Creditors
WISE METALS: Q1 2009 Net Loss Widens to $38,670,000

WL HOMES: Emaar Will Be Stalking Horse for Liquidated Assets
WOLVERINE TUBE: Files Technical Changes to Annual Report
WOLVERINE TUBE: Savings Plans Delay Filing of Form 11-K Report
WOOLWICH DEVELOPMENT: Voluntary Chapter 11 Case Summary
XERIUM TECHNOLOGIES: Regains Partial NYSE Compliance

YRC WORLDWIDE: S&P Still Sees Near-Term Risks; Would Cut Ratings
ZILA INC: Board Rejects Intelident Bid as Inferior to Tolmar

* Anthony Newton Joins Seyfarth Shaw's Houston Office
* Greenberg Traurig Attorneys Receive Top Honors
* KPMG Taps Pritchard to Lead Restructuring Services in NE

* Pluris Study Finds Banks Paying Fair Price for TARP Warrants
* Recession, Low Demand May Spur Airline Bankruptcies, Says Report

* U.S. Junk Default Rate Reaches 11% in Second Quarter
* Wyoming Bank Closed; This Year's Failed Banks Now 53

* Large Companies With Insolvent Balance Sheets

                            *********

ACCREDITED HOME: To Sell 90 Mostly Defaulted Loans
--------------------------------------------------
Accredited Home Lenders Holding Co. will sell 90 mortgage loans
with an unpaid principal balance of $11.6 million to Residential
Credit Solutions Inc., absent higher and better bids at an auction
on July 27.  Residential Credit is offering 22.6 percent of the
unpaid principal.  Initial bids are due July 24.  The Court will
consider approval of the results of the auction at a sale hearing
on July 28.  Of the 90 mortgage loans on sale, only 21 are
current, and 46 are first-lien loans.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for $300
million in October 2007.  Lone Star also owns Bruno's Supermarkets
LLC and Bi-Lo LLC, two grocery retailers in Chapter 11.

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


ACCREDITED HOME: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Accredited Home Lenders Holding Co. 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
  B. Personal Property           $20,618,730
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $287,200,415
                                 -----------     ------------
           TOTAL                 $20,618,730     $287,200,415

A copy of Accredited Home's schedules of assets and liabilities is
available at http://bankrupt.com/misc/accreditedhome.SAL.pdf

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for $300
million in October 2007.  Lone Star also owns Bruno's Supermarkets
LLC and Bi-Lo LLC, two grocery retailers in Chapter 11.

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


ACCREDITED HOME: Gets Court Nod to Sell Platform Assets to Verizon
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Accredited Home Lenders Holding Co., et al., to sell
its assets relating to its mortgage servicing platform to
Vericrest Financial, Inc. for $250,000, plus the assumption of
certain liabilities.  The Platform Assets consist of information
technology hardware, software licenses, and priority processes.

Vericrest is an affiliate of the Debtor.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for $300
million in October 2007.  Lone Star also owns Bruno's Supermarkets
LLC and Bi-Lo LLC, two grocery retailers in Chapter 11.

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


ACCREDITED HOME: Wants September 14 Bar Date for Proofs of Claim
----------------------------------------------------------------
Accredited Home Lenders Holding Co., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to establish on
September 14, 2009, at 5:00 p.m. as the general bar date for the
filing of proofs of claim in their bankruptcy cases, and
October 28, 2009, at 5:00 p.m. with respect to governmental units.

As proposed by the Debtors, proofs of claim must be filed so as to
be received on the applicable bar dates, by either mail or by
hand, courier, or overnight service to AHL Claims Processing
Center c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El
Segundo, CA 90245.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for $300
million in October 2007.  Lone Star also owns Bruno's Supermarkets
LLC and Bi-Lo LLC, two grocery retailers in Chapter 11.

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


ALLIANCE RESOURCE: Cuts Production at Central Appalachian Unit
--------------------------------------------------------------
In response to ongoing challenges in the Central Appalachian coal
market, Alliance Resource Partners, L.P., is reducing previously
planned coal production by idling one of the four continuous
mining units operating at its Van Lear mine, which is part of the
Pontiki mining complex in Martin County, Kentucky.

"Demand for coal delivered from Pontiki into the Norfolk Southern
rail markets has declined significantly over the last 12 months
and current customer indications are that this lack of demand
could persist through 2010," said Joseph W. Craft III, President
and Chief Executive Officer. "While we deeply regret the impact on
our employees, their families and their communities, without firm
sales commitments at acceptable prices, we must reduce production
in this market environment."

As a result of the reduced operating level at Pontiki, coal
production for the remainder of 2009 will be approximately 150,000
to 200,000 tons lower than previously anticipated. Seventy two
employees are affected by this action and Alliance, along with the
Commonwealth of Kentucky's Office of Employment and Training, are
providing assistance to these dislocated employees.

                      About Alliance Resource

Alliance Resource Partners, L.P. -- http://www.arlp.com/-- is a
diversified producer and marketer of coal to major United States
utilities and industrial users.  ARLP, the nation's only publicly
traded master limited partnership involved in the production and
marketing of coal, is currently the fifth largest coal producer in
the eastern United States with operations in all major eastern
coalfields.  ARLP currently operates eight underground mining
complexes in Illinois, Indiana, Kentucky, Maryland and West
Virginia.  ARLP is constructing two new mining complexes, one in
Kentucky and one in West Virginia, and also operates a coal
loading terminal on the Ohio River at Mt. Vernon, Indiana.


AMERICAN AXLE: Working With Advisers, Mulls Bankruptcy Filing
-------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., is working with law
firm Shearman & Sterling as it considers restructuring options
including filing for bankruptcy, Jui Chakravorty Das and Soyoung
Kim at Reuters reported, citing people familiar with the matter.

According to Reuters, American Axle said that its long-term
relationship with Shearman & Sterling, which has included work on
securities law and litigation, was broadened to include advice on
restructuring.  The report quoted American Axle spokesperson Chris
Son as saying, "Shearman & Sterling is our outside legal counsel
and one of the advisers and consultants advising on a
comprehensive restructuring of our company."

As reported by the Troubled Company Reporter on July 10, 2009,
J.P. Morgan said that American Axle might be the next auto
supplier to file for bankruptcy protection.  J.P. Morgan sees
these possibilities for American Axle:

     -- covenant extensions,
     -- aid from General Motors Corp., and
     -- CEO Dick Dauch fighting to avoid Chapter 11.

Reuters also reported that two sources said that American Axle has
also reached out to GM for assistance.

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

                          *     *     *

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

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

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

American Axle had assets of $2.073 billion against debts of
$2.525 billion as of March 31, 2009.


AMERICAN HOMEBUILDERS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: American Homebuilders, Inc.
        13400 Sutton Park Drive South, Suite 1402
        Jacksonville, FL 32224

Case No.: 09-05668

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

Chapter 11 Petition Date: July 10, 2009

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

Debtor's Counsel: Brian G. Rich, Esq.
                  Berger Singerman PA
                  315 South Calhoun Street, Suite 712
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  Email: brich@bergersingerman.com

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

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

The petition was signed by Mitchell R. Montgomery, the company's
president.


Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
S.A. Robinson Construction     Framing services       $66,521

Fischer, Michael & Robin       Lessor/Lawsuit         $60,000
                               filed in Circuit
                               Court in and for
                               Duval County,
                               Florida

Taurus Painting Incorporated   Painting Services      $50,326

Amelia National Property       Homeowner              $43,786
                               association dues

VisionAire Windows, LLC        Window supplier        $43,461

A-1 Plastering, Inc.           Stucco vendor          $36,048

Lisa Gielincki Interior        Interior design        $28,106
Design                         services

Irriscape, Inc.                Landscaping and        $26,454
                               Irrigation

First Choice Supply            Garage door supplier   $24,957

Villages of Westport           CDD fees               $24,110
Community

Cedar Pointe Community         CDD fees               $23,072

Klaybor & Associates, Inc.     Architectural          $22,913
                               services

St. Johns Forest Homeowners'   Homeowner              $18,182
Association                    association dues

Builders First Source of       Insulation             $16,576
Jax-Insulation

Southeast Building Products    Building materials     $10,889
Inc.

Don Harris Plumbing, Inc.      Plumbing               $10,819

Purcell, Flanagan & Hay, PA    Legal services         $10,212

Six Mile Creek North           Homeowners'            $9,565
Property Owners Association    association dues

Rose Bluff Home Owners         Homeowner              $9,069
Association, Inc.              association dues

Trinity Materials, LLC         Concrete               $7,951
                               supplier/Lawsuit
                               filed on or about
                               11/20/08


AMERICAN INT'L: Asks for U.S. Gov't Nod to Pay Retention Bonuses
----------------------------------------------------------------
American International Group is asking the U.S. government's
permission to pay retention bonuses.  The bonus payouts, Brady
Dennis at Washington Post relates, include millions of dollars in
payments owed to top corporate executives.

According to The Wall Street Journal, AIG would include in the
bonus payout about $235 million for employees from AIG Financial
Products, the Company's financial products unit that almost caused
its downfall.  Washington Post states that the employees were
promised more than $400 million in retention pay, with lump sums
coming in March 2009 and March 2010.

AIG has been seeking the support of senior Treasury official
Kenneth R. Feinberg, responsible for the current and future
compensation of AIG employees, Washington Post says.  The report
states that in March 2010, AIG is scheduled to pay more than $200
million in bonuses aimed at retaining AIG Financial Products
executives.  AIG executives warned that a loss of expertise could
endanger taxpayers' investment in AIG, made under a rescue package
now valued at $180 billion, Washington Post states.

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

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

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

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


ANCHOR BLUE: To Adopt Non-Insider Employee Severance Program
------------------------------------------------------------
Anchor Blue Retail Group, Inc., and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
implement a severance program for certain non-insider employees as
the Debtors proceed with their planned asset sales and store
closings.

Pursuant the program, a group of 14 employees would be eligible to
receive either 5% -- for Levi's & Dockers Outet by MOST employees
-- or two weeks of base pay -- for Anchor Blue employees -- for
each month that the employee remains employed beyond the effective
date of a Transition Services Agreement.  The effective date was
expected to occur July 13, 2009.

The Debtors said the transition period will last a maximum of
three months, which would result in a maximum expected exposure of
roughly $120,000.

Prepetition, the Debtors adopted offered terminated employees with
severance.  That prepetition severance program was applicable to
all management and non-management employees.

As reported by the Troubled Company Reporter on July 6, 2009, the
Court approved at a sale hearing on June 30, 2009, the sale of 73
of the 74 Anchor Blue Retail Group, Inc., et al.'s Levi's &
Dockers Outlet by MOST stores, free and clear of all liens and
encumbrances to Levi's Only Stores, Inc., the successful bidder at
the auction.  Levi's Only, an affiliate of Levi Strauss & Co.,
made a bid of $72 million.

Anchor Blue has a separate deal to sell some 127 Anchor Blue
stores to current management and Ableco Finance LLC, the agent for
the term loan lenders.  Ableco will pay for the stores largely in
exchange for secured debt, including debt provided for the Chapter
11 case.  The auction date for this sale is set for July 27 to be
followed by a sale approval hearing on July 30.

Sixty-four stores will be closed in going-out-of-business sales.
Gordon Brothers Retail Partners LLC has the stalking horse bid for
the GOB sales.  Under the Debtors' agreement with its stalking
horse bidder for the liquidation sales, the Debtors were to
receive 114% of the "aggregate Cost Value of the Merchandise" sold
at the GOB sales, but only if the aggregate Cost Value is between
$6.5 million and $7.5 million.  If the aggregate Cost Value is
outside of that range (either higher or lower), Anchor Blue's
guaranteed percentage is lower.

The TCR said July 3 that Judge Peter Walsh approved $800,000 in
bonuses for executives at Anchor Blue despite objections from a
U.S. trustee, who claimed the bonus plan was really a retention
plan in disguise that improperly compensated the company's
executives regardless of performance.

                  About Anchor Blue Retail Group

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

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


ANCHOR BLUE: Levi Strauss Completes Acquisition of 73 MOST Stores
-----------------------------------------------------------------
Levi Strauss & Co. has completed the acquisition of 73 Levi's(R)
and Dockers(R) Outlets by MOST stores that were licensed to Anchor
Blue Retail Group, Inc.  The purchase price was $72 million,
subject to certain post-closing adjustments.

"Operating these stores directly is a great opportunity to
strengthen and grow our brands over the long term," said Robert
Hanson, president of Levi Strauss Americas.  "These stores
complement our existing retail distribution both in wholesale and
in our company-operated stores."

On May 27, Levi Strauss & Co. entered into an Asset Purchase
Agreement to acquire the operating rights to the 73 Levi's(R) and
Dockers(R) Outlets by MOST stores. The transaction was part of
Anchor Blue Retail Group, Inc.'s sale of assets under Section 363
of the U.S. Bankruptcy Code.  The transaction closed on July 13,
2009. The assets purchased include the inventory, fixtures and
equipment associated with the stores.

"This acquisition allows us to further leverage our already
successful retail outlet model and to maximize our growth and
profits in this important retail channel," said Joelle Maher,
senior vice president of Levi Strauss Americas Retail.  "We're
excited to get to work upgrading the product assortments in these
outlet stores and begin delivering a more compelling consumer
experience that will build our brands."

Levi Strauss issued separate press releases announcing the
acquisition of various local MOST stores at:

   -- 4211 Camino de La Plaza in the San Ysidro Las Americas
      Premium Outlets;

   -- 13000 Folsom Boulevard in the Folsom Premium Outlets;

   -- 681 Leavesley Road in the Gilroy Premium Outlets;

   -- 321 Nut Tree Road in the Vacaville Premium Outlets;

   -- 4951 International Drive in the Prime Outlets Orlando;

   -- 8200 Vineland Avenue in the Orlando Premium Outlets;

   -- 740 E. Ventura Boulevard in the Camarillo Premium Outlets;

   -- 48400 Seminole Drive in the Desert Hills Premium Outlets;

   -- 11401 N.W. 12 Street in the Miami Dolphin Mall;

   -- 12801 W Sunrise Blvd in the Sunrise Sawgrass Mills Mall;

   -- 7400 Las Vegas Boulevard South in The Las Vegas Outlet
      Center;

   -- 875 South Grand Central Parkway in The Las Vegas Premium
      Outlets;

   -- 14500 W. Colfax Avenue in the Colorado Mills Mall;

   -- 309L Rainbow Dr. in the Prime Outlets at Silverthorne; and

   -- 5050 Factory Shops Blvd. in the Prime Outlets at Castle
      Rock.

LS&CO. will begin remodeling select stores and upgrading product
assortments in the coming months.  The changes will provide
consumers with the quality products they expect from Levi's(R) and
Dockers(R) brands while offering a much more compelling shopping
experience.

                     About Levi Strauss & Co.

Levi Strauss & Co. -- http://levistrauss.com/-- is one of the
world's largest branded apparel companies and the global leader in
jeanswear, marketing its products in more than 110 countries
worldwide.  The company designs and markets jeans, casual wear and
related accessories for men, women and children under the
Levi's(R), Dockers(R) San Francisco and Signature by Levi Strauss
& Co.(TM) brands.  Levi Strauss & Co. reported fiscal 2008 net
revenues of $4.4 billion.

                 About Anchor Blue Retail Group

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

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


ANPATH GROUP: Williams & Webster Raises Going Concern Doubt
-----------------------------------------------------------
Williams & Webster, P.S., in Spokane, Washington, raised
substantial doubt about Anpath Group, Inc's ability to continue as
a going concern after auditing the financial results for the years
ended March 31, 2009, and 2008.  The auditors related that the
Company suffered recurring losses and has an accumulated deficit
at March 31, 2009 and 2008.

Anpath Group's balance sheet at March 31, 2009, showed total
assets of $1,471,090 and total liabilities of $2,204,292,
resulting in a stockholders' deficit of $733,202.

For its fiscal year ended March 31, 2009, the Company posted a net
loss of $4,023,929 compared with a net loss of $4,948,301 in the
previous fiscal year.

A full text copy of the Company's Form 10-K is available at:

               http://ResearchArchives.com/t/s?3f16

                     About Anpath Group, Inc.

Anpath Group, Inc., (OTC:ANPG) fka Telecomm Sales Network, Inc.,
incorporated in August 2004, through the Company's wholly owned
subsidiary EnviroSystems, Inc., produces cleaning and
disinfecting products.  The Company markets a range of products,
which include SurfaceTru, SurfaceTru Cleaning and Deodorizing
Wipes EnviroTru, EnviroTru 1453 and EquineTru.  The Company
focuses on developing and introducing portfolio of products in
three product groups: surface disinfectants and cleaners, animal
care and personal care.


AURORA OIL & GAS: Files Chapter 11 on Eve of Forbearance Expiry
---------------------------------------------------------------
Aurora Oil & Gas Corporation and Hudson Pipeline & Processing Co.,
LLC filed separate chapter 11 bankruptcy petitions before the
United States Bankruptcy Court for the Western District of
Michigan on July 12, 2009.

Barbara Lawson, Aurora's Chief Financial Officer, cited the
company's failure to comply with production and financial
covenants under the agreements governing its $70 million in first
lien debt and $50 million in second lien debt.  She said the
covenant defaults were caused by declines in the price of natural
gas and initiation of cost-saving measures which resulted in
production decreases.

As of May 1, 2009, the Company and certain subsidiaries, as
guarantors, 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.  As reported by the Troubled
Company Reporter on June 26, 2009, the Company entered into a
First Amendment to the Forbearance and Tolling Agreement June 12.

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.

As part of a February 12, 2009 Forbearance Agreement, the Company
executed additional mortgages and other security instruments which
gave the lenders liens on 100% of all oil and gas properties,
promissory notes, all significant overriding royalties, and all
significant farmout agreements.  The First Amendment Agreement
extended the period of time that the Company can assert that the
Additional Collateral Transfers were preferential transfers under
Section 547 of the United States Bankruptcy Code until and
including July 15, 2009.

The First Amendment Agreement also added additional events that
would terminate the Forbearance and Tolling Agreement which are:

     (i) the failure by the Company to agree to a finalized term
         sheet with BNP, Laminar and the lenders under the Senior
         Secured Credit Facility and the Second Lien Term Loan on
         or before the later of the day that is 13 calendar days
         after the Company has received the initial draft of the
         term sheet, and June 30, 2009, wherein the terms and
         conditions of the proposed restructuring of the Company
         or the Company's assets are in form and substance
         satisfactory to BNP, Laminar and at least two-thirds in
         amount of outstanding principal of each of the Senior
         Secured Credit Facility lenders and the Second Lien Term
         Loan lenders, and

    (ii) the failure by the Company to grant BNP and Laminar
         access to Opportune LLP subject to certain terms and
         conditions.

The First Lien lending consortium consists of:

     * BNP Paribas, as First Lien Agent and Lender;
     * Comerica Bank, as Lender;
     * KeyBank National Association, as Lender; and
     * CIT Capital USA Inc., as Lender

The Second Lien lending consortium consists of:

     * D.E. Shaw Laminar Portfolios, L.L.C., as Second Lien Agent
       and Lender;
     * BNP Paribas, as Lender;
     * CIT Capital USA Inc., as Lender;
     * Energy Components SPC UP-and Midstream Segregated
       Portfolio, as Lender

                    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.


AURORA OIL & GAS: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aurora Oil & Gas Corporation
           fka Cadece Resources Corporation
           fka Aurora Antrim North, L.L.C.
           fka Aurora Energy, Ltd.
        4110 Copper Ridge Drive Ste. 100
        Traverse City, MI 49684

Case No.: 09-08254

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Hudson Pipeline & Processing Co., LLC              09-08255

Chapter 11 Petition Date: July 12, 2009

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

Judge: Scott W. Dales

Debtor's Counsel: Stephen B. Grow, Esq.
                  Warner Norcross & Judd, LLP
                  900 Fifth Third Center
                  111 Lyon Street NW
                  Grand Rapids, MI 49503
                  Tel: (616) 752-2158
                  Email: sgrow@wnj.com

                  Joel H. Levitin, Esq.
                  Richard A. Stieglitz Jr.
                  Cahill Gordon & Reindel LLP
                  80 Pine Street
                  New York, New York 10005
                  Telephone: (212) 701-3000
                  Facsimile: (212) 269-5420

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

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

The petition was signed by Sanford R. Edlein, the Company's chief
restructuring officer.

Aurora Oil & Gas' List of 21 Largest Unsecured Creditors:

  Entity                    Nature of Claim        Claim Amount
  ------                    ---------------        ------------
GFS Energy                Contract               $338,200
11092 Lake Michigan Dr.
PO Box 276
Empire, MI 49630-0276

Samson Resources Company  Trade                  $92,250
& Corporation

O.I.L Energy Corp.        Trade                  $60,444

Hague Equipment Co        Trade                  $56,089
of MI, Inc.

Advanced Energy           Trade                  $48,598
Services LLC

W.T. Waggoner Estate      Trade                  $41,593

Advantage Electric        Trade                  $37,291
Services

Richard A. Neukam         Litigation             $35,845

Rehmann Robson PC         Trade                  $30,233

North Central             Trade                  $29,360
Production, Inc.

Windemuller Electric      Trade                  $25,361
Inc.

AMS-PAR Consultants       Trade                  $25,264

Opportune LLP             Trade                  $18,450

Schlumberger Technology   Trade                  $18,000
Corporation

Atlas Energy Indiana      Trade                  $15,754
LLC

Jet Subsurface Rod        Trade                  $13,291
Pumps Corp.

Silversmith, Inc.         Trade                  $11,506

Bishop & Heintz, PC       Trade                  $10,653

Corona Resources, LLC     Trade                  $10,000

J & N Inc.                Trade                  $9,900

Frontier Energy LLC       Litigation             Unknown


BANK OF WYOMING: Closed; Central Bank & Trust Assumes Deposits
--------------------------------------------------------------
Bank of Wyoming, Thermopolis, Wyoming, was closed July 10 by the
State of Wyoming, Department of Audit, Division of Banking, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Central Bank & Trust, Lander, Wyoming,
to assume all of the deposits of Bank of Wyoming.

Bank of Wyoming's sole office will reopen as a branch of Central
Bank & Trust during normal business hours.  Depositors of Bank of
Wyoming will automatically become depositors of Central Bank &
Trust.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship to
retain their deposit insurance coverage.  Customers should
continue to use their existing branches until Central Bank & Trust
can fully integrate the deposit records of Bank of Wyoming.

As of June 30, 2009, Bank of Wyoming had total assets of
$70 million and total deposits of approximately $67 million.  In
addition to assuming all of the deposits of the failed bank,
Central Bank and Trust agreed to purchase approximately
$55 million of assets.  The FDIC will retain any remaining assets
for later disposition.

Central Bank & Trust will purchase all deposits, except about $8
million in brokered deposits, held by Bank of Wyoming.  The FDIC
will pay the brokers directly for the amount of their funds.
Customers who placed money with brokers should contact them
directly for more information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-806-6128.  Interested parties can also
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $27 million.  Central Bank & Trust's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to alternatives.  Bank of Wyoming is the 53rd FDIC-
insured institution to fail in the nation this year, and the first
in Wyoming.  The last FDIC-insured institution to be closed in the
state was Westland, FS & LA, Rawlins, on
July 26, 1991.


BEARINGPOINT INC: Inks Pact to Sell Brazilian Unit to CSC
---------------------------------------------------------
CSC has entered into an agreement to acquire BearingPoint's
Brazilian operations, which specialize in consulting and systems
integration services.

Financial terms of the transaction were not disclosed.  The
transaction is expected to be complete by July 31, 2009, and is
subject to the satisfaction of customary closing conditions and
the approval of the court overseeing BearingPoint's corporate
reorganization.

With 550 employees, a strong leadership team and offices in Sao
Paulo, Rio de Janeiro and Brasilia, the operation will enhance
CSC's ability to support existing customers with a presence in
Brazil, adding a robust set of new clients, and positions CSC to
pursue and win new business in the region.  Approximately two-
thirds of the staff are qualified to implement and support SAP
solutions.  Additional horizontal capabilities include project
management, strategy consulting and applications management.
Language capabilities include English and Spanish, in addition to
Portuguese.

The acquisition supports CSC's multi-year strategic growth plan by
expanding the company's presence in Brazil, the world's ninth-
largest economy, and adding key horizontal capabilities and
vertical industry expertise.

The acquisition will also expand CSC's industry vertical expertise
and clientele in its Chemical, Energy and Natural Resources and
Technology and Consumer sectors.  Clients of the Brazilian
business include some of the world's largest producers of oil and
gas, and iron ore, as well as some of the world's most respected
brands in other sectors.

"When completed, this acquisition will mark a milestone in our
strategic growth plan and the expansion of our service delivery
capabilities in high-growth geographies," said CSC Chairman,
President and Chief Executive Officer Michael W. Laphen.  "With
this step, we will establish a meaningful foothold in one of the
world's largest emerging markets, add capabilities that extend and
complement our own and position CSC for increased success both
internationally and domestically."

                             About CSC

CSC -- http://www.csc.com/-- provides technology-enabled
solutions and services through three primary lines of business.
These include Business Solutions and Services, the Managed
Services Sector and the North American Public Sector.  CSC's
advanced capabilities include systems design and integration,
information technology and business process outsourcing,
applications software development, Web and application hosting,
mission support and management consulting.  Headquartered in Falls
Church, Va., CSC has approximately 92,000 employees and reported
revenue of $16.74 billion for the 12 months ended April 3, 2009.
CSC's Latin American presence also includes existing operations in
Argentina, Chile, Colombia, Costa Rica, Guatemala, Peru and
Mexico.

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D. N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP is the Debtors'
restructuring advisors.  Greenhill & Co., LLC is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP, represent the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under
Chapter 11 to implement the terms of their agreement with the
secured lenders.  BearingPoint intended a traditional
reorganization by proposing to issue new stock to unsecured
creditors and holders of $690 million in subordinated notes,
pursuant to a Chapter 11 plan.

The Debtors, however, changed their course and sold off their
units.  PricewaterhouseCoopers LLP has purchased majority of
BearingPoint's North American Commercial Services Practice,
Bearingpoint's equity interests in a China unit for $25 million.
Deloitte LLP bought BearingPoint's North American Public Services
business for $350 million.


BEARINGPOINT INC: Keane to Buy Portions of Commercial Business
--------------------------------------------------------------
Keane, Inc., has entered into an asset purchase agreement with
BearingPoint, Inc., to purchase a portion of the BearingPoint
Commercial business in North America.  Finalization of this
transaction is subject to customary closing conditions and
securing approval by the court overseeing BearingPoint's
bankruptcy restructuring.

Pending approval and consummation of the transaction, Keane and
BearingPoint are working together to help ensure a seamless
transition for clients and employees, including the continuity of
existing engagement teams, to provide uninterrupted, world-class
IT services.  Subject to customary closing conditions, the sale is
expected to be finalized by mid-July.

As reported by the Troubled Company Reporter on June 24, 2009,
Keane also entered into an asset purchase agreement with
BearingPoint to purchase a portion of the BearingPoint Public
Services business in North America, which would include
BearingPoint's New York City practice.

"We welcome the skilled people of BearingPoint to the Keane team,"
said Mani Subramanian, Chairman and CEO of Keane, Inc.  "This
agreement underscores our commitment to optimizing our clients' IT
investments by delivering solutions that emphasize local
accountability and a flexible mix of global resources.  We feel
the strong talent coming from BearingPoint is a synergistic match
with our deep onsite knowledge and hands-on approach to delivering
high value, meaningful and measurable results."

Mr. Subramanian continued by saying, "We are also excited about
the new clients this acquisition brings and pledge to them that we
will earn their respect and the continuation of these
relationships into the future."

"Keane's ability to optimize our clients' IT investments is
possible because of our focus on developing and delivering high
quality, repeatable services and solutions," explained Marv
Mouchawar, EVP of Keane's Global Practices & Products.  "This
focus is driven by our Practice Groups which enables Keane to
offer an impressive range of core application services, supported
by our infrastructure services and business process outsourcing
offerings."

                            About Keane

Keane Inc. -- http://www.keane.com/-- partners with businesses
and government agencies to optimize IT investments by delivering
exceptional evolution, operation, and maintenance of mission-
critical systems and business processes.  In business since 1965,
Keane has roughly 12,000 employees globally.

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D. N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP is the Debtors'
restructuring advisors.  Greenhill & Co., LLC is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP, represent the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under
Chapter 11 to implement the terms of their agreement with the
secured lenders.  BearingPoint intended a traditional
reorganization by proposing to issue new stock to unsecured
creditors and holders of $690 million in subordinated notes,
pursuant to a Chapter 11 plan.

The Debtors, however, changed their course and sold off their
units.  PricewaterhouseCoopers LLP has purchased majority of
BearingPoint's North American Commercial Services Practice,
Bearingpoint's equity interests in a China unit for $25 million.
Deloitte LLP bought BearingPoint's North American Public Services
business for $350 million.


BEARINGPOINT INC: Plan Exclusivity Extended to October 16
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Bankruptcy
Court for the Southern District of New York has extended
BearingPoint Inc. and its affiliates' exclusive period to file a
Chapter 11 plan until October 16, 2009.

In their request for an extension, the Debtors told the Court that
while they have completed the sale of the majority of their
assets, the universe of assets remaining in their estates is still
considerable.  The filing of a plan of reorganization or
liquidation at this time, the Debtors added, would be disruptive
of the above wind-down and sale processes.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D. N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP is the Debtors'
restructuring advisors.  Greenhill & Co., LLC is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP, represent the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under
Chapter 11 to implement the terms of their agreement with the
secured lenders.  BearingPoint intended a traditional
reorganization by proposing to issue new stock to unsecured
creditors and holders of $690 million in subordinated notes,
pursuant to a Chapter 11 plan.

The Debtors, however, changed their course and sold off their
units.  PricewaterhouseCoopers LLP has purchased majority of
BearingPoint's North American Commercial Services Practice,
Bearingpoint's equity interests in a China unit for $25 million.
Deloitte LLP bought BearingPoint's North American Public Services
business for $350 million.


BENDER SHIPBUILDING: Liquidation Case Converted to Chapter 11
-------------------------------------------------------------
The U.S. Bankruptcy for the Southern District of Alabama, at the
behest of Bender Shipbuilding & Repair Co., Inc., has converted
the involuntary Chapter 7 bankruptcy filing initiated by three
creditors against the Company on June 9, 2009, to a Chapter 11
filing, Marine Log reports.

As reported by the Troubled Company Reporter on July 3, 2009,
Bender Shipbuilding decided to file for Chapter 11 bankruptcy
protection, after three creditors filed an involuntary
Chapter 7 petition against it in the U.S. Bankruptcy for the
Southern District of Alabama.

According to Marine Log, the Court has set a July 13, 2009, date
for Bender Shipbuilding to meet with the Bankruptcy Administrator.

Bender Shipbuilding has filed an emergency motion for use of cash
collateral and to grant replacement liens that, says Marine Log.
Bender Shipbuilding said in court documents that before the filing
of the petition, the Company financed its daily business
activities through the use of a factoring arrangement with
Marquette Commercial Finance.  Marin Log relates that Bender
Shipbuilding seeks the use of such collateral in an amount not
exceeding $2,251,121.

Bender Shipbuilding, according to court documents, is also seeking
to take an unsecured advance of $300,000 from the personal funds
of its principal, Thomas J. Bender Jr., to fund its July 2009
payroll.

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


BERNARD MADOFF: Picard's Firm Bills $14.7MM for 4.5 Months Work
---------------------------------------------------------------
Linda Sandler and Erik Larson at Bloomberg News report that Baker
& Hostetler LLP, where trustee Irving Picard is a partner, has
asked the court for $14.7 million in fees and $274,203 in expenses
for work done from December 15 to April 30.

B&H acts as Mr. Picard's counsel in the Madoff case, Bloomberg
says.  Court documents say that by June 30, 2009, Mr. Picard and
B&H recovered about $1.09 billion for Madoff investors and seek to
recoup more than $13.7 billion from feeder funds and related
parties.  According to court documents, 20% of B&H's fees will be
deferred until the Bernard L. Madoff Investment Securities LLC has
been completely liquidated.  B&H said that it made a voluntary
reduction of more than $111,000 by not charging for intra-office
expenses including lodging, meals, airfare and other
transportation, Bloomberg reports.

Mr. Picard said in court documents, "The trustee's ability to call
on the resources of B&H in such areas as corporate, real estate,
bankruptcy, employment, tax, banking, litigation (and others) has
been of material assistance in achieving results."

Most of B&H's time, or almost 20,000 hours, was spent assisting
Mr. Picard as he investigated and administered the Madoff case and
recovered assets.  According to Bloomberg, work on litigation took
about 4,150 hours and customer claims required 445 hours.

Citing Mr. Picard, Bloomberg relates that the liquidation has cost
$45.9 million in administrative expenses.  Mr. Picard said that
the Securities Investor Protection Corp., a government-chartered
agency that charges fees to brokerages and which is overseeing the
Madoff firm's liquidation, has paid the full amount and may not be
paid back, Bloomberg states.

                       About Bernard Madoff

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

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

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

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

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


BRAVO HEALTH: Moody's Upgrades Senior Secured Debt Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the senior secured debt
rating of Bravo Health, Inc., to B1 from B2.  The rating agency
also upgraded Bravo Health's corporate family rating to B1 from B2
and the insurance financial strength rating of Bravo Health
Pennsylvania, Inc., to Ba1 from Ba2.  The outlook on the ratings
is stable.

Moody's stated that the upgrade was driven by a combination of
improved financial metrics highlighted by improving operating
margins, a medical loss ratio consistently below 82%, solid
membership growth, and an improvement in the company's capital
position with a consolidated risk-based capital ratio of over 200%
of company action level.  Moody's Vice President Steve Zaharuk
stated that, "Through a combination of network development and
health care cost initiatives Bravo Health has successfully
implemented its Medicare Advantage strategy including the
successful integration of the Senior Partners membership
acquisition in 2007."

The rating agency noted, however, that these credit strengths are
mitigated by the company's small membership base of approximately
69,000 members (excluding Part D membership)and its concentration
in the MA segment, which subjects the company to greater earnings
volatility compared to larger, better diversified healthcare
companies.  In particular, a major concern with MA business has
been the threat of changes in government reimbursement levels and
product offerings.  Recently announced reimbursement cuts for all
2010 MA product offerings, which may require a combination of
premium increases and/or benefit reductions, could impact
enrollment.  Furthermore, the threat of future cuts as proposed in
President Obama's budget adds an additional level of uncertainty
for the future profitability of this product.

Moody's said that if Bravo Health maintains its risk-based capital
ratio on a sustained basis of at least 175% of CAL, consistently
produces EBITDA margins of at least 6%, and expands its business
geographically and into areas other than Medicare, then the
ratings could be upgraded.  However, if there is a loss or
impairment of one or more of Bravo Health's Medicare contracts,
EBITDA to interest expense falls below 3x, membership decreases in
any 12 month period by 10% or more, consolidated RBC falls below
100% CAL, or if the overall annual medical loss ratio increases
above 85%, then the ratings could be lowered.

These ratings were upgraded with a stable outlook:

* Bravo Health, Inc. -- senior secured debt rating to B1 from B2;
  corporate family rating to B1 from B2;

* Bravo Health Pennsylvania, Inc. -- insurance financial strength
  rating to Ba1 from Ba2.

Bravo Health is headquartered in Baltimore, Maryland.  For fiscal
year 2008 total revenue was $962 million with medical membership
(excluding Part D) of approximately 62,600.  As of December 31,
2008, the company reported shareholder's equity of $129 million.

Moody's most recent rating action on Bravo Health was on July 10,
2007, when the ratings were assigned (senior secured debt at B2).

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.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


BUTLER INT'L: Completes Sale of Non-Publishing Assets
-----------------------------------------------------
Butler International, Inc., has completed its sale of
substantially all of its non-publishing assets to Butler America
LLC.

Butler International was granted bankruptcy court approval July 1,
2009, to proceed with the sale, and closed the transaction July 7,
for consideration of roughly $26.2 million in cash, plus the
assumption of certain liabilities.  Proceeds from the sale were
sufficient to pay off the debt owed to General Electric Capital
Corporation.

Ronald Uyematsu, CEO and President of Butler International,
stated, "Butler America represents a new opportunity for the
business, which has a 60+ year history of providing quality
services.  This sale provides the financial strength to enable the
historical business to grow and expand its services."

                    About Butler International

Based in Ft. Lauderdale, Florida, Butler International, Inc.
(PINKSHEETS: BUTL) -- http://www.butler.com/-- provides
Engineering and Technical Outsourcing services.  During its 62-
year history of providing services, Butler International has
served clients in the aircraft/aerospace, federal/defense,
communications, consumer and manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.

The Company and its affiliates, including Butler Services
International Inc., filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Delaware Case No. 09-11914).
Charlene D. Davis, Esq., at Bayard, P.A., assists the Company in
its restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in debts.


CCS MEDICAL: Gets Interim OK of $10MM Loan, 1st Day Motions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District Delaware last week
approved all of CCS Medical Inc.'s "first day" motions, allowing
for the continuation of normal business operations during the
restructuring process.

The Court granted CCS Medical interim approval to access its
$10 million debtor-in-possession financing from a group of
existing first lien lenders.  The Company believes it has ample
cash on hand, in addition to cash generated from ongoing
operations, to support the business during the restructuring
process.  However, the DIP financing can be used by the Company to
support the business as necessary.

The Company also received the Court's approval to, among other
things, pay outstanding employee wages, health benefits, and
certain other employee obligations. Additionally, the Company is
authorized to continue to honor its current customer policies and
programs, to ensure the restructuring process will not affect its
customers.

"As anticipated, we have been granted various approvals that help
ensure our operations will continue without interruption as we
work to strengthen our capital structure," said John Miclot, Chief
Executive Officer.  "The timely approval of our first day motions
is the first major step forward in our financial restructuring.
As always, CCS Medical remains focused on enhancing patient
satisfaction, and we look forward to maintaining our relationships
with our suppliers and valued customers throughout this process in
order to accomplish that goal."

                        About CCS Medical

Founded in 1994, CCS Medical -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CENTRAL GARDEN: S&P Affirms Junk Subordinated Debt Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook for Central Garden & Pet Co. to positive from negative.
S&P also affirmed all existing ratings, including the 'B'
corporate credit on the company, 'B+' secured debt rating, and
'CCC+' subordinated debt rating.  Approximately $547 million of
debt was outstanding as of March 28, 2009.

"The positive outlook reflects S&P's expectations that the company
will continue its positive operating momentum and manage its
adjusted debt leverage in the 4x area or below over the near to
intermediate term," said Standard & Poor's credit analyst Susan
Ding.

The ratings on Central Garden & Pet Co. reflect the seasonality in
its lawn and garden business, its susceptibility to commodity cost
volatility, lower operating margins compared with competitors, and
its historical debt-financed acquisition-oriented growth strategy.
The company's broad product portfolio somewhat mitigates these
risks.

Increased grain costs, and soft lawn and garden and aquatic
product sales have been the primary factors behind Central
Garden's operating challenges in past periods.  Although sales
increased about 0.6% for the last 12 months ended March 28, 2009,
operating results and credit metrics improved due to lower
commodity costs, improved pricing, and operating cost savings.
Accordingly, the EBITDA margin improved for the same period to
9.1% from 8.4% a year ago, but is still well below those of
branded consumer products companies, whose margins are typically
in the midteens.  Although S&P expects the company will benefit
from lower grain costs in fiscal 2009, S&P believes the retail
environment will remain challenging as a result of the very weak
U.S. economy.  Central Garden also has some customer concentration
risk, as it derived about 17% of its fiscal 2007 total sales
(about 30% of its lawn and garden products sales) from Wal-Mart
Stores Inc.  Although the company has historically grown through
acquisitions, S&P expects it will limit this activity in the near
term, as Central Garden focuses on improving its operations.

Nevertheless, the company continues to generate free cash flow of
more than $150 million for the last 12 months ended March 28,
2009, through better working capital management, which helped
reduce leverage and improved credit measures.  Lease-adjusted
total debt to EBITDA was 4.0x versus 5.5x in the comparable period
and EBITDA to interest coverage was about 4.4x for the 12 months
ended March 28, 2009.

The outlook is positive.  The company's operating performance,
credit measures, and liquidity have improved despite volatile
commodity costs and the weak economy.  S&P would consider an
upgrade if the company is able to sustain improved credit measures
and positive operating momentum, maintain covenant cushion levels
of more than 20%, and if adjusted leverage decreases to 3.5x.  S&P
would revise the outlook to stable if adjusted leverage increases
to more than 4.5x (exclusive of seasonal borrowing needs) and the
company's covenant cushion tightens materially from current
levels.  S&P's internal forecasts indicate that even if sales for
the fiscal year ended September 2009 declined by %5 and margins
contracted by 110 basis points, adjusted leverage would be
less than 4x.


CIT GROUP: Gov't Officials Considering Effects of Collapse
----------------------------------------------------------
U.S. government officials are in talks on providing an aid to CIT
Group Inc., Damian Paletta and Serena Ng at The Wall Street
Journal report, citing people familiar with the matter.

As Troubled Company Reporter on July 13, 2009, CIT 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.

According to WSJ, government officials are worried about
unforeseen consequences that a CIT collapse could cause.

WSJ notes that a possible source of aid would be a Federal Deposit
Insurance Corp. program that guarantees newly issued debt.  WSJ
says that CIT has been trying for months to take advantage of that
program.  While people familiar with the matter say that the
Treasury Department and the Federal Reserve are more supportive of
such a move, the FDIC has been hesitant to let CIT in due to the
Company's financial weakness, WSJ states.  According to WSJ, the
FDIC set up the debt-guarantee program to help banks and bank
holding companies gain access to funds and so far hasn't lost any
money on the guarantees.  The program, the report states, will
expire later this year, so new debt must be issued by October 31
to qualify.

WSJ relates that government officials are also considering other
steps, including:

     -- a regulatory waiver that could make it easier for CIT to
        pass assets from its parent company to its bank division,
        and

     -- a separate way to borrow from various government programs.

According to WSJ, CIT has depended heavily on capital markets for
funding, like borrowing in short-term debt markets, and many of
those markets remain inhospitable to the Company.  WSJ states that
CIT has tried to ratchet up deposits at its Utah-based bank.  The
strategy shift isn't likely to happen quickly enough to let the
lender make it through the crisis without additional support, the
report says, citing analysts.

Maya Jackson Randall at WSJ relates that U.S. Treasury Secretary
Timothy Geithner said on Monday that he is monitoring CIT
developments.  The report quoted him as saying, "We're watching
closely developments in those markets.  We have a significant
interest generally in trying to make sure the financial system
gets through this, adjusts where it needs to adjust and emerges
stronger.  We'll be watching closely developments in that area."

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.


CIT GROUP: Says Demise Could Put Thousands at Risk
--------------------------------------------------
CIT Group Inc. says its demise would put 760 manufacturing
clients at risk of failure and "precipitate a crisis" for as
many as 300,000 retailers, Pierre Paulden and Caroline Salas at
Bloomberg News report.

Meanwhile, according to Alistair Barr and Ronald D. Orol at
MarketWatch, analysts believe a bankruptcy filing by CIT Group
probably wouldn't solve the lender's long-term problems, and that
a short period of government support followed by an acquisition by
a large bank or another deep-pocketed investor may be its best
hope.

According to Messrs. Barr and Orol, U.S. Treasury Secretary
Timothy Geithner said he was confident that the government would
be able to deal with CIT.

As reported in yesterday's Troubled Company Reporter, the Federal
Deposit Insurance Company has declined to accept CIT Group's
application for guarantee of its debt sales.  A report by the Wall
Street Journal said that following the failure to obtain
government backing, CIT Group Skadden, Arps, Slate, Meagher &
Flom, LLP, as an adviser to prepare for a bankruptcy filing.

CIT Group wrote in documents obtained by Bloomberg that its
collapse would ripple across the "small and medium-sized
businesses who rely on CIT to operate -- to pay their vendors,
ship goods to their customers and make their payroll."

Bloomberg, citing a person familiar with the talks, said that CIT
executives spoke with regulators during the past two days.  CIT,
Bloomberg relates, may default as soon as April, when a $2.1
billion credit line matures, according to Fitch Ratings.

Since Nov. 25 the FDIC has backed $274 billion in bond sales under
its Temporary Liquidity Guarantee Program, designed to give
creditworthy borrowers access to funds after.  However, according
to Bloomberg, the FDIC is apprehensive over backing CIT debt as it
would put taxpayer money at risk because the company's credit
quality is worsening.

CIT Group has issued a press release on July 10, saying that its
pending Temporary Liquidity Guarantee Program application with the
FDIC "remains outstanding".  CIT said it continues to be in active
dialogue with the government.  "There can be no assurance that
CIT's application will be approved by the FDIC, nor as to the
timing or terms of any such determination," CIT acknowledged.

Skadden Arps represented Circuit City Stores Inc. and Delphi
Corp., among many Chapter 11 cases.  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.

                          About CIT Group

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.


CITIGROUP INC: To Continue Accepting Calif. IOUs Until July 17
--------------------------------------------------------------
MarketWatch reports that Citigroup has granted California
Treasurer Bill Lockyer's request to continue accepting the state's
IOUs through July 17.

Mr. Lockyer, according to MarketWatch, said that he and his
representatives had been in touch with banks that together control
more than 60% of the market.  Most big banks -- which include Bank
of America, Wells Fargo, Chase, and Union Bank -- had said they
would stop accepting customer IOUs after Friday, MarketWatch
relates.  The report states that Citigroup is the only one that
signed on to the extension.

MarketWatch notes that several California-based credit unions,
along with some community banks, are accepting IOUs indefinitely.
Los Angeles Times relates that Bank of the West is also accepting
them.

         Historical Financial Data for Businesses Within
           Citicorp, Citi Holdings and Corporate/Other

On January 16, 2009, Citigroup announced its realignment into
three new reporting segments: Citicorp, Citi Holdings and
Corporate/Other.  On July 10, 2009, Citigroup is providing a
historical Quarterly Financial Data Supplement for these segments.
The supplement includes quarterly results from the first quarter
of 2007 through the first quarter of 2009, and yearly results from
2006 through 2008, to reflect the new reporting structure and
assist the historical analysis process.

Citigroup implemented this realignment in February, and though
there is no legal separation of the three segments, financial
reporting will reflect the new structure going forward, beginning
with the second quarter of 2009.

"The creation of Citicorp and Citi Holdings reflects our strategy
to refocus the company on its greatest strength: our global
institutional and consumer banking businesses, while exiting non-
core businesses and reducing risk assets," said Vikram Pandit,
Citigroup's Chief Executive Officer.  "Citicorp is an
extraordinary franchise with the largest global presence of any
financial services firm in the world.  Our focus is to grow
Citicorp while managing our long term exit from the non-core
businesses and assets held in Citi Holdings."

As previously announced:

   -- Citicorp consists of Regional Consumer Banking in North
      America, EMEA, Asia and Latin America, and the
      Institutional Clients Group (Securities and Banking,
      including the Private Bank, and Transaction  Services).

   -- Citi Holdings consists of Brokerage and Asset Management,
      Local Consumer Lending, and a Special Asset Pool.  At the
      end of the first quarter 2009, Citi had $235.8 billion of
      on-balance sheet assets covered by the loss-sharing
      agreement with the U.S. Government.  Local Consumer
      Lending holds approximately 75% of these assets (mostly
      Consumer assets), and the Special Asset Pool holds the
      remainder (mostly former Securities and Banking assets).

   -- Corporate/Other and Discontinued Operations will be
      reported at the Citigroup level, and will not be
      reflected in Citicorp and Citi  Holdings results.

The reformatted Quarterly Financial Data Supplement, as well as
historical Press Release Disclosed Items, Securities and Banking
Revenue Marks, and a Citigroup Segment Chart, each mapped to the
new structure, are now posted on Citi's Investor Relations website
at http://www.citigroup.com/citigroup/fin.

Citi will announce second quarter results on July 17, 2009, at
8:00 a.m.

                      About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  Citigroup had $2.0 trillion in
total assets on $1.9 trillion in total liabilities as of September
30, 2008.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup issued preferred shares to the Treasury and
FDIC.  The Federal Reserve agreed to backstop residual risk in the
asset pool through a non-recourse loan.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


COYOTES HOCKEY: Possible Third Bidder Disclosed
-----------------------------------------------
Ben Klayman at Reuters reports that representatives from
Connecticut-based research firm Research Edge said that it could
potentially bid for the Phoenix Coyotes.

As reported by the Troubled Company Reporter on July 13, 2009, the
National Hockey League said it was approached by another potential
bidder for the Phoenix Coyotes.  NHL said that this bidder wants
to keep Phoenix Coyotes in Arizona.  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.

Reuters quoted Daryl Jones, a managing partner with Research Edge,
as saying, "We're looking at it as a potential investment.  The
scenario itself is enticing.  You have a company in bankruptcy and
one bidder."

Research Edge is a mix of Canadian and U.S. business people with
experience in finance, entertainment and marketing, Reuters
states, citing Mr. Jones.

According to Reuters, Jones wouldn't confirm whether their group
was the one the NHL referred to in court documents Thursday.

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.


CUNNINGHAM BROADCASTING: Faces Potential Bankruptcy, Says Sinclair
------------------------------------------------------------------
Cunningham Broadcasting Corporation is facing a potential
bankruptcy, according to Sinclair Broadcast Group, Inc. in its
regulatory filing with the Securities and Exchange Commission.

Cunningham and Sinclair are parties to six local marketing
agreements.  Sinclair says a bankruptcy by Cunningham would cause
a default under Sinclair's Bank Credit Agreement, and may result
in the rejection by Cunningham in its bankruptcy case of the LMAs.
Any rejection by Cunningham of these agreements would result in
material loss of revenue, business cash flow and enterprise value
of Sinclair.

Concurrently with Sinclair's initial public offering in 1995,
Sinclair acquired options from trusts established by Carolyn C.
Smith, a parent of Sinclair's controlling shareholders, for the
benefit of her grandchildren, that grant Sinclair the right to
acquire, subject to applicable Federal Communications Commission
rules and regulations, 100% of the capital stock of Cunningham
Broadcasting Corporation.  The Cunningham option exercise price is
based on a formula that provides a 10% annual return to
Cunningham.

In addition to the option agreement, Sinclair entered into five-
year LMA agreements (with five-year renewal terms at Sinclair's
option) with Cunningham pursuant to which Sinclair provides
programming to Cunningham for airing on WNUV-TV, WRGT-TV, WVAH-TV,
WTAT-TV, WMYA-TV and WTTE-TV.  In November 2008, Sinclair amended
the terms of the LMA and option agreements.  The amendment
includes a monthly payment of $50,000.  A portion of the monthly
payment is allocated as a reduction to the Cunningham option
exercise price.  In addition, the amendment includes an annual
payment to Cunningham based on a percentage of each station's
broadcast cash flow.

During the years ended December 31, 2008, 2007 and 2006, Sinclair
made payments of $8.0 million, $7.8 million and
$11.3 million, respectively, to Cunningham under the LMA
agreements.  Sinclair made payments to Cunningham under LMA
agreements of $1.7 million and $1.2 million for the three months
ended March 31, 2009, and 2008, respectively.

Cunningham is the owner-operator and FCC licensee of WNUV-TV,
Baltimore, Maryland; WRGT-TV, Dayton, Ohio; WVAH-TV, Charleston,
West Virginia; WTAT-TV, Charleston, South Carolina; WMYA-TV
(formerly WBSC-TV), Anderson, South Carolina; and WTTE-TV,
Columbus, Ohio.


DANIEL WEBSTER: Moody's Withdraws 'B1' Rating on Two Bonds
----------------------------------------------------------
Moody's Investors Service has withdrawn its B1 rating assigned to
Daniel Webster College's Series 1999 and 2001 bonds which were
issued through the New Hampshire Health and Educational Facilities
Authority.  The rating action impacts $16.2 million of rated debt.
The ratings have been withdrawn due to the redemption of the bonds
in June 2009.  The College was recently acquired by ITT
Educational Services, a chain of for-profit schools.  The College
no longer has any debt with a Moody's rating.

The last rating action was on May 1, 2009, when the College's B1
rating was placed on watchlist with direction uncertain.


DELPHI CORP: DIP Agent Eyes Credit Bid; No Other Offers Received
----------------------------------------------------------------
Delphi Corp. says the deadline for submission by qualified bidders
of potential alternative transactions to the transaction announced
on June 1, 2009, with Parnassus Holdings, LLC, an affiliate of
Platinum Equity LLC, and GM Components Holdings, LLC, an affiliate
of General Motors Corporation, has passed without the submission
of any potential alternative transactions from any of the three
third-party bidders qualified under supplemental procedures
previously approved by the U.S. Bankruptcy Court for the Southern
District of New York.

While no alternative transactions were submitted to Delphi, the
company has received a notice from JPMorgan Chase Bank, N.A., in
its capacity as administrative agent under the Amended and
Restated Revolving Credit, Term Loan and Guaranty Agreement dated
as of May 9, 2008, that the Administrative Agent may submit a
credit bid in accordance with the Modification Procedures Order
and Supplemental Modification Procedures Order previously entered
by the Bankruptcy Court.  The Administrative Agent informed Delphi
that the notice was delivered to the company at the direction of
Lenders constituting the Required Lenders under and as defined in
the DIP Credit Agreement.

In the event that the Administrative Agent subsequently delivers a
pure credit bid support letter to the company as required by the
Procedures Orders, Delphi will conduct an auction on July 17,
2009, between the parties to the Master Disposition Agreement and
the Administrative Agent and comply with post-auction procedures
all as provided for in the Procedures Orders.  In such
circumstances, the company would expect to make a further public
announcement on or about July 20, 2009 regarding the outcome of
the auction process.  Delphi remains committed to achieving a
consensual resolution of its Chapter 11 cases for the benefit of
all its stakeholders.

On June 1, 2009, Delphi announced that it planned to affect its
emergence from Chapter 11 reorganization through either a modified
reorganization plan or sale under Section 363 of the Bankruptcy
Code pursuant to which Parnassus will operate Delphi's U.S. and
non-U.S. businesses going forward with emergence capital and
capital commitments of approximately $3.6 billion and without the
legacy costs associated with the North American sites that are
being acquired by GM Components together with Delphi's global
Steering business.  Certain other residual non-core and non-
strategic assets and liabilities are expected to be divested over
time.  The final approval hearing on the emergence transactions
has been scheduled by the Bankruptcy Court for July 23, 2009.

As reported by the Troubled Company Reporter on July 6, 2009,
Wilbur Ross and hedge fund Elliott Management Corp. were said to
be eyeing the assets of Delphi and were presently looking into the
possibility of making bids for Delphi.  Craig Trudell and Alex
Ortolani at Bloomberg News, citing people familiar with the
situation, said WL Ross & Co. and Elliott were checking out the
overseas operations of Delphi.

Bloomberg's source says five other entities are also considering
making bids for the Delphi assets.

Delphi's lenders, including Manchester Securities Corp.,
Kensington International Ltd. and Springfield Associates LLC
previously said they are also considering making a joint credit
bid, Bloomberg cites.  The Lenders want to utilize the debt
Delphi owes them in making the credit bid.

Delphi was ordered by the Court to open the bidding process of its
assets to other potential bidders.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DOUGHBOY LLC: Tax Liens, Back Rent Lawsuit Lead to Ch 11 Bankr.
---------------------------------------------------------------
Dogged by federal tax liens and a lawsuit for back rent filed by
Country Club Plaza landlord Highwoods Properties, Doughboy, LLC,
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Kansas, KansasCity.com
reports.

Doughboy listed $3.4 million in assets and $5.48 million in
liabilities.  Court documents say that Doughboy owed:

     -- $2.9 million to Marshall & Ilsley Bank, the Company's
        biggest unsecured creditor;

    -- $240,000 to Highwoods Properties; and
    -- over $1 million to Flintlock Development Partners.

According to KansasCity.com, Doughboy's stores remain open for
business.  KansasCity.com quoted Mike Nigro, Doughboy's lawyer, as
saying,"The intent is to reorganize and get some of the stores'
debts under control."

Doughboy said in court documents that it had grossed almost
$1.8 million so far this year.  KansasCity.com relates that the
Company grossed about $2.9 million in 2008 and in 2007, it had
gross revenues of $3.17 million.

Overland Park, Kansas-based Doughboy, LLC, dba Uno Chicago Grill,
aka Pizzaria Uno Chicago Bar & Grill, owns three Uno Chicago Grill
restaurants.  Doughboy is owned by a group of nine mostly out-of-
town businessmen, including six physicians.  It operates stores on
47th and Jefferson streets on the Plaza, 8420 W. 135th Street in
Overland Park and 9050 N.E. Barry Road in Liberty.


DUANE READE: To Buy $195-Mil. Subordinated Debt for 87.5%
----------------------------------------------------------
Duane Reade Holdings, Inc. said July 8 that its wholly owned
subsidiaries, Duane Reade Inc. and Duane Reade, are commencing
fixed price offers to purchase for cash (i) any and all of the
Issuers' $210 million outstanding aggregate principal amount of
their Senior Secured Floating Rate Notes due 2010 and (ii) any and
all of the Issuers' $195 million outstanding aggregate principal
amount of 9.75% Senior Subordinated Notes due 2011.

The terms and conditions of the Offers are set forth in the Offer
to Purchase and Solicitation of Consents dated July 8, 2009 and
the related Letter of Transmittal.  The table sets forth the
material pricing terms of the Offers:

                               Tender                 Total
                           Consideration          Consideration
   Principal                per $1,000             per $1,000
     Amount      Security    Principal    Consent    Principal
   Outstanding  Description   Amount      Payment    Amount
   -----------  ----------- ------------- -------  -------------
               Floating Rate
   $210,000,000     Notes       $970        $30       $1,000

               Subordinated
   $195,000,000     Notes       $845        $30         $875

In connection with the Offers, the Issuers are soliciting consents
of the holders of the Notes to the proposed amendments to the
indentures governing the Notes, which would, among other things,
remove substantially all of the restrictive covenants in such
indentures and, in case of the indenture governing the Floating
Rate Notes, release all of the collateral securing the Floating
Rate Notes.  Holders who tender their Notes in the relevant Offer
will be deemed to have consented to the applicable proposed
amendments.

Holders who validly tender (and do not validly withdraw) their
Notes in the relevant Offer and give their consents in the
relevant solicitation of consents prior to 11:59 p.m. New York
City time on July 21, 2009 (as such date may be extended, the
"Consent Payment Deadline") will receive the relevant consent
payment of $30 per $1,000 principal amount of the Notes (the
"Consent Payment").  The Consent Payment is included in, and not
in addition to the Total Consideration.

The Offers will expire at 11:59 p.m., New York City time, on
August 4, 2009, unless extended (the "Expiration Time").  Holders
who wish to participate in the relevant Offer and receive the
Total Consideration (which includes the Consent Payment) with
respect to such Offer must validly tender their Notes on or prior
to the relevant Consent Payment Deadline.  Tenders of the Notes
pursuant to the relevant Offer may be withdrawn at any time prior
to the execution of the supplemental indenture with respect to
such Notes, which is expected to be at or prior to 11:59 p.m., New
York City time, on July 21, 2009, but not thereafter.

The Offers and solicitations of consents are conditioned upon,
among other things, (i) the funding of a $125 million preferred
equity investment by entities associated with Oak Hill Capital
Partners, L.P. (the Equity Investment), (ii) the receipt of
sufficient proceeds from the offerings of new senior secured notes
and new senior subordinated notes (the New Notes Offerings) to pay
for all Notes and related consents accepted in the Offers, (iii)
at least 90% of the outstanding principal amount of the Floating
Rate Notes having been validly tendered (and not validly
withdrawn) in the FRN Offer; (iv) at least 85% of the outstanding
principal amount of the Subordinated Notes having been validly
tendered (and not validly withdrawn) in the Subordinated Notes
Offer; (v) receipt of the requisite consents to the proposed
amendments and execution of the applicable supplemental
indentures; and (vi) certain other conditions as specified in the
Offer to Purchase.  In addition, the Equity Investment and the New
Notes Offerings are conditioned on the successful completion of
each other and other conditions precedent specified in the Offer
to Purchase.

The complete terms and conditions of the Offers are set forth in
the Offer to Purchase and Letter of Transmittal that will be sent
to holders of the Notes.  Holders are urged to read the tender
offer documents carefully when they become available.  Copies of
the Offer to Purchase and Letter of Transmittal may be obtained
from the Information Agent for the Offers and Solicitations of
Consents, Global Bondholder Services Corporation, at (866) 470-
3800 (US toll-free) and (212) 430-3774 (collect).

Goldman, Sachs & Co. and Banc of America Securities LLC are the
Dealer Managers and Solicitation Agents for the Offers.  Questions
regarding the Offers may be directed to Goldman, Sachs & Co.,
Liability Management Group at (800) 828-3182 (toll-free) and (212)
357-4692 (collect) or to Banc of America Securities LLC, Debt
Advisory Services at (888) 292-0070 (toll-free) or (980) 388-9217
(collect).

                        About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
greeting cards, convenience foods and photofinishing.  As of June
27, 2009, the Company operated 253 stores.


DWIGHT DAVID BARTON: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dwight David Barton
           dba Lakes Region Landmark Properties
        206 Fair Street
        Laconia, NH 03246

Case No.: 09-12564

Chapter 11 Petition Date: July 10, 2009

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

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  Email: bgannon@gannonlawfirm.com

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

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

The petition was signed by Mitchell R. Montgomery, the company's
president.


Debtor's List of 7 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Brian & Retta Altmiller        Note                   $378,000
804 N. Hayes Street
Searcy, AR 72143

Mark and Tina Hankins          Note                   $119,000

Dr. Sidney Chapman             Note                   $100,000

Discover Card                  Credit card            $59,113
                               purchases

Lewis Water Services           Services               $38,200

Middleton Building Supply      Supplies               $18,273

Edward Philpot, Esq.           Legal fees             $4,821


ELECTROGLAS INC: Files for Ch.11; Blames Weak Semiconductor Biz
---------------------------------------------------------------
Electroglas, Inc., has filed a voluntary petition under Chapter 11
of the U.S. Bankruptcy Code.

As a result of the global economic recession, demand for
semiconductor manufacturing equipment has declined dramatically.
Over the past several months, Electroglas has undertaken
significant efforts to reduce its expenses and working capital
requirements in response to these unprecedented market conditions.
These efforts have included significant work force reductions,
salary cuts, mandatory time off for all of the company's employees
and significant decreases in non-labor expenses.  At the same
time, the company has been working with Needham & Company, LLC,
and others to review and pursue financial and strategic options
for the company to maximize value on behalf of all of the
company's stakeholders, including merging with or into another
company, and a sale of all or substantially all of the company's
assets.

The current plan is for certain of the company's bondholders to
provide Debtor in Possession financing to sustain the Company
during the bankruptcy process and for the Company to conduct an
auction to sell the Company.  In the meantime the company expects
to continue essential operations, including sales, product
support, service and warranty programs.

                         About Electroglas

Based in San Jose, California, Electroglas Inc. --
http://www.electroglas.com/-- supplies innovative wafer probers
and software solutions for the semiconductor industry.  For more
than 45 years, Electroglas has helped integrated device
manufacturers, wafer foundries and outsourced assembly and test
suppliers improve the overall effectiveness of semiconductor
manufacturers' wafer testing.  The company has shipped more than
16,500 systems worldwide. Electroglas' stock trades on the OTCBB
National Market under the symbol "EGLS.OB."


EMMIS COMM: Posts $22.4 Million Shareholder Deficit at May 31
-------------------------------------------------------------
Emmis Communications Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the three months
ended May 31, 2009.

Emmis reported consolidated net income of $11,223,000 for the
three months ended May 31, 2009, compared to $2,603,000 for the
same period last year.  At May 31, 2009, the Company had
$685,535,000 in total assets; $517,859,000 in total liabilities
and $140,459,000 in Series A cumulative convertible preferred
stock, resulting in $22,438,000 in shareholders' deficit.  At
May 31, the Company reported $49,655,000 in noncontrolling
interests, resulting in $27,217,000 in total equity.

On March 3, 2009, Emmis and its principal operating subsidiary,
Emmis Operating Company, entered into the First Amendment and
Consent to Amended and Restated Revolving Credit and Term Loan
Agreement among Emmis, EOC and Bank of America, N.A., as
administrative agent for itself and other Lenders, to the Amended
and Restated Revolving Credit and Term Loan Agreement, dated
November 2, 2006.  Among other things, the First Amendment (i)
permits Emmis to purchase a portion of the Tranche B Term Loan at
an amount less than par for an aggregate purchase price not to
exceed $50 million, (ii) reduces the Total Revolving Credit
Commitment from $145 million to $75 million, (iii) excludes from
Consolidated Operating Cash Flow up to $10 million in cash
severance and contract termination expenses incurred for the
period commencing March 1, 2008 and ending February 28, 2010, (iv)
makes Revolving Credit Loans (as defined in the Credit Agreement)
subject to a pro forma incurrence test and (v) tightens the
restrictions on the ability of Emmis to perform certain
activities, including restricting the amount that can be used to
fund our TV Proceeds Quarterly Bonus Program, and of Emmis
Operating Company to conduct transactions with affiliates.

In April and May 2009, Emmis completed a series of Dutch auction
tenders that purchased term loans of EOC under the Credit
Agreement as amended.  The cumulative effect of all of the debt
tenders resulted in the purchase of $78.5 million in face amount
of EOC's outstanding term loans for $44.7 million in cash. As a
result of these purchases, Emmis recognized a gain on
extinguishment of debt of $31.9 million in the quarter ended May
31, 2009, which is net of transaction costs of
$1.0 million.

The Credit Agreement, as amended, permitted the Company to pay up
to $50 million (less amounts paid after February 1, 2009, under
the Company's TV Proceeds Quarterly Bonus Program) to purchase
EOC's outstanding term loans through tender offers and required a
minimum offer of $5 million per tender.  Since the Company paid
$44.7 million in debt tenders and paid
$4.1 million under the TV Bonus Program in March 2009, the Company
is not permitted to effect further tenders under the Credit
Agreement.

Emmis had engaged Blackstone Advisory Services L.P. to provide
financial advisory services as the Company explored a possible
further amendment to the Credit Agreement or a possible
restructuring of certain liabilities.  In May 2009, Emmis and
Blackstone Advisory Services L.P. terminated the financial
advisory services agreement as Emmis concluded that neither action
was necessary at that time.  However, Emmis may re-engage
Blackstone or another financial advisory services firm from time
to time as conditions warrant.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3f1a

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
company's capital structure, pro-forma for an approximately $78
million reduction of term loan debt which has resulted from these
transactions.  In addition, Moody's removed the "/LD" designation
previously appended to the Probability of Default rating on April
27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


EMPIRE CENTER: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Empire Center at 83rd & Olive, LLC
                6617 N. Scottsdale Road, Suite 101
                Scottsdale, AZ 85250

Case Number: 09-15458

Involuntary Petition Date: July 6, 2009

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

   Petitioner               Nature of Claim      Claim Amount
   ----------               ---------------      ------------
Dennis J. Klein              promissory note      $100,000
4425 W. Mitchell Street
Milwaukee, WI 53214


EUROFRESH INC: Department of Labor Objects to Chapter 11 Plan
-------------------------------------------------------------
The U.S. Department of Labor asks the Bankruptcy Court to deny
approval of the disclosure statement to the proposed Chapter 11
plan of reorganization of Eurofresh Inc. and its debtor-
affiliates.  The agency says that the Disclosure Statement is
flawed because it is based upon inaccurate and incomplete
schedules.

The Debtors, according to the Disclosure Statement, estimated
there were about $10.3 million in general unsecured claims pending
against them.  The DOL, however, notes that the estimate does not
include any of its claims, which will increase the amount of the
unsecured claims by at least a third.  This is significant, given
that the Debtors are now claiming that the Chapter 11
reorganization will result in payment to creditors of 5% to 7% of
the unsecured claims, DOL points out.

The hearing when the U.S. Bankruptcy Court for the District of
Arizona will determine whether the Disclosure Statement has
adequate information necessary for creditors to make an informed
judgement on the Plan has been moved to July 28, 2009, at 2:30
p.m.  The hearing was originally set for July 16, 2009.

Approval of the Disclosure Statement is required before the
Debtors can officially begin soliciting votes on, then seek
confirmation of, the Plan.

As reported by the TCR on June 19, 2009, the Debtors have filed a
proposed chapter 11 plan that contemplates their continued
operation as a going concern.  Under the Plan, holders of existing
credit facility secured claims, miscellaneous secured claims, and
convenience claims are expected to receive 100% recovery.  Holders
of general unsecured claims and senior noteholder claims are
expected to get between 5% and 7% recovery under the Plan.  The
Debtors do not expect any distribution to holders of discount
noteholder claims, subordinated debt securities claims and holders
of equity interests.  According to the explanatory disclosure
statement, claimants will receive these distributions under the
Plan:

    i) holders of existing credit facility secured claims --
       debt of $50 million secured by a blanket lien on
       substantially all assets of Eurofresh pursuant to a
       Credit and Guaranty Agreement dated as of March 25,
       2008, signed by Silver Point Finance, LLC, as agent --
       will receive a principal reduction payment of
       $7.5 million of the outstanding obligations under the
       existing credit documents and a rollover of all
       remaining obligations under the existing credit
       documents, to the extent allowed, into a new credit
       facility;

   ii) holders of miscellaneous secured claims will, on the
       effective date, either be reinstated, paid in full in
       cash or satisfied by the return of collateral;

  iii) holders of allowed convenience claims will receive the
       lesser of the allowed general unsecured claims of the
       holder or $1,000 paid in cash;

   iv) holders of allowed general unsecured claims will receive
       cash payments in an amount equal to the holder's pro
       rata share of the general unsecured claim fund; and

    v) holders of allowed senior noteholder claims will receive
       their pro rata share of:

         a) $10.0 million in face amount of PIK preferred
            stock;

         b) one million shares of New Common Stock; and

         c) certain proceeds of reserved shares under certain
            circumstances.

The Plan will be funded by new money financing and the issuance of
new common stock and PIK stock.  A total of $12.5 million in new
financing will be provided by Johan van den Berg and certain
noteholders -- holders of the $170,000,000 of 11-1/2% senior notes
due in 2013 issued by Eurofresh prepetition.  The $7.5 million of
the new money financing will be applied to reduce the principal
amount under the Existing Credit Documents and $5 million of which
will be used for working capital of Reorganized Eurofresh.

Bio Dynamics B.V./S.a.r.L., a Luxembourg company, company, which
is an affiliate, and under the direction, of Johan van den Berg,
will receive 40% of the stock of reorganized Eurofresh, the
Investing Noteholders 40%, 10% to Senior Noteholders and the
remaining 10% to be held in reserve.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3df6

A full-text copy of the proposed Plan is available for free at:

              http://ResearchArchives.com/t/s?3df7

                       About Eurofresh, Inc.

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


FILENE'S BASEMENT: Sale Results Meet CRO's Expectations
-------------------------------------------------------
Alan Cohen, Chairman of Abacus Advisors LLC, said Thursday he was
"pleased with the outcome" of the recent sale of substantially all
assets of Filene's Basement, Inc. to an affiliate of Syms Corp.

Mr. Cohen, with the assistance of Abacus, has been acting as
Filene's Chief Restructuring Officer since March 30 of this year.
Syms acquired substantially all of the assets of Filene's in the
transaction, which was executed under Section 363 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.  Under the sale, Syms acquired leases for 23 Filene's
store locations and a distribution center, along with inventory,
fixed assets and equipment at those locations, as well certain
Filene's contracts, intellectual property, trade names and related
assets.

"This transaction assures that Filene's, the oldest off-price
retailer in America, will continue to operate throughout the
Northeast and Midwest," said Cohen, who will continue as the
chain's CRO until the bankruptcy case is completed.  Unsecured
creditors are expected to be asked to submit proofs of claim
before Labor Day, paving the way for Filene's bankruptcy plan to
be confirmed by September or October, creditors paid the following
month, and the case concluded by the end of 2009.

"Abacus's experience in identifying alternative solutions and
buyers, and in navigating difficult waters, enabled all key
stakeholders to maximize recoveries while preserving the jobs of
the majority of Filene's employees," Mr. Cohen concluded.

As reported by the Troubled Company Reporter on June 19, 2009,
Syms consummated its acquisition of substantially all of the
assets of Filene's Basement following Bankruptcy Court approval of
the deal.  Under its asset purchase agreement with Filene's
Basement, Syms, through a wholly-owned subsidiary, acquired the
vast majority of the current operating Filene's Basement store
leases, store fixtures and inventory and is focused on maintaining
the Filene's Basement name and tradition.  The total consideration
to Filene's Basement amounted to roughly $65 million plus certain
additional costs of Filene's Basement that were assumed by Syms.

Vornado Realty Trust provided a portion of the funding for the
transaction.  A joint venture -- unrelated to Syms -- 50% owned by
Vornado paid roughly $16.8 million to terminate the venture's
existing Downtown Crossing lease with Filene's Basement in Boston,
Massachusetts.  Further, Vornado funded roughly $8.2 million in
connection with Syms agreeing to amend Vornado's lease assumed by
Syms at 4 Union Square South in Manhattan to provide, among other
things, for a minimum $1.5 million increase in annual rent.  The
lease between Vornado and Filene's Basement at Vornado's Bergen
Town Center in Paramus, New Jersey was also assumed by Syms.

                       About Abacus Advisors

New York-based Abacus Advisors LLC provides clients with
comprehensive advisory services in the areas of reorganizations,
sales transactions, financing, financial restructuring, and
valuation.  Abacus's professionals are well versed in all areas of
restructuring and include former
Chapter 11 trustees, legal counsel, senior operating management,
and accountants.

                   About Filene's Basement Corp.

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

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

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

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


FIRST METALS: Obtains Financial Hardship Exemption from TSX
-----------------------------------------------------------
First Metals Inc. said the Toronto Stock Exchange has confirmed
that the Company is eligible for the financial hardship exemption
contained in section 604(e) of the TSX Company Manual in
connection with the issuance of securities pursuant to its
proposal under the Bankruptcy and Insolvency Act.

The Proposal was approved by the creditors of First Metals May 6,
2009, and by the Ontario Superior Court of Justice on June 17,
2009.

Under the terms of the Proposal, each person holding a proven
secured claim will receive 75 common shares in the capital of the
Company and 8 warrants in the capital of the Company for each $1
of proven secured claim; $2,618,000 of secured promissory notes
will be issued on a pro rata basis to persons holding a proven
secured claim; and the Company will distribute $882,000 pro rata
to secured claim holders.  Proven secured claim holders will also
receive any future proceeds from the sale of any equipment by the
Company over $1,000, which will be applied to reduce the amount
owing pursuant to the Notes.  Each person holding a proven
unsecured claim shall receive 2 Common Shares for each $1 of
proven unsecured claims held or may instead, elect to receive a
cash payment equal to ten per cent of that person's proven
unsecured claim up to a maximum of $500.

The above terms will result in the issuance by the Company of an
estimated 287,396,705 Common Shares and 26,159,176 Warrants.  Each
Warrant will be exercisable for a period of 18 months and will
entitle the holder thereof to acquire one further Common Share at
an exercise price of $0.03 per Common Share for the first 12
months following the date of issue and $0.05 for the remaining six
months. The additional shares being issued pursuant to the
Proposal represent 6.7 times the number of common shares presently
outstanding.

The total number of issued and outstanding Common Shares,
following completion of the Proposal, assuming all Warrants are
exercised, would be 356,407,079. The 313,555,881 Common Shares
issuable under the Proposal, together with the currently issued
and outstanding shares, represent an 832 % dilution to the
currently issued and outstanding Common Shares and would result in
the current shareholders holding approximately 12% of the
Company's Common Shares following completion of the Proposal and
full exercise of the Warrants.  The exercise of the Warrants would
result in cash proceeds to the Company of approximately $785,000
to $1,300,000.

The Company is not aware of any change of control that would
result from the issuance of the Common Shares pursuant to the
terms of the Proposal.  No insiders of the Company are receiving
Common shares or otherwise participating in the Proposal.  The TSX
requires shareholder approval, unless an exemption is applicable,
as a condition of acceptance of the Common Shares and Warrants
issued pursuant to the Proposal since the number of Common Shares
issuable would represent greater than 25% of the outstanding
common shares of Company.  However as a result of the financial
position of the Company and the Proposal, the Company applied for
an exemption from such approval contained in section 604(e) of the
Manual.

Following completion of the Proposal, the Company will be required
to meet the original listing requirements of the TSX.  The TSX has
advised the Company that if it cannot demonstrate that it meets
these requirements, the TSX will initiate an expedited delisting
review.  Based on the information available to the TSX as at the
date of this press release, following completion of the Proposal
the Company would not satisfy the TSX's original listing
requirements.

The Company further reports that on June 29, 2009, it filed its
quarterly financial statements and related management discussion
and analysis for the period ended March 31, 2009.  The Company is
now current with its regulatory financial filings.  As a result of
the filing which remedied the defaults, the Management Cease Trade
Order dated May 25, 2009, has lapsed effective as of July 3, 2009.

First Metal's CEO Richard Williams commented that "with the
reorganisation substantially behind us, we look forward to the
challenges of mine development and growth."

First Metals Inc. presently has approximately 42.8 million shares
issued and outstanding.

Based in Toronto, Ontario, First Metals Inc. (CA:FMA) --
http://www.firstmetalsinc.com-- produces copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit, located approximately 1.2 km from the
Fabie Mine.  The Company has approximately
42.8 million shares issued and outstanding.


FITNESS MANAGEMENT: Files for Bankr.; Has Deal to Sell Assets
-------------------------------------------------------------
Fitness Management Group, Inc., parent company of Peak Fitness
Centers, has filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code in the Bankruptcy Court for the Western
District of North Carolina.

As part of this restructuring, Fuzion Investment Capital LLC, a
Nevada Limited Liability Company, will acquire Peak Fitness assets
through a sale under Section 363 of the Bankruptcy Code.

The Company has agreed to a definitive Asset Purchase Agreement,
pending Bankruptcy Court approval, with the Acquirer to sell
substantially all of the Company's assets.  The Company believes
the sale will provide for smooth, ongoing operations of the
business and the best outcome for members, employees, and vendors.

Under new ownership, Peak Fitness Centers will continue on a far
stronger and more competitive footing, the Company said.

Fitness Management Group's filing was largely the result of real
property leases that were negotiated at the height of the real
estate market, the significant and sustained economic downturn,
and the acquisition of select underperforming assets from the
Capital Health Club chain in Raleigh, NC.  The filing will allow
Peak Fitness's new owners to re-negotiate certain existing
agreements and re-position the business for long term growth and
success.

"Peak Fitness has made some difficult decisions towards
reorganization over the past couple of months, including closing
the majority of our underperforming facilities in the Raleigh, NC
market," said Jeffrey R. Stec, CEO of Fitness Management Group.
"Liabilities inherited from previous management and the current
severe economic downturn, have had an adverse impact on our
financial performance. Restructuring with Fuzion will allow the
business to establish a re-energized platform for growth and a
strong commitment to the best customer service in the industry.
We look forward to working closely with Fuzion to help provide our
members with a quality experience at an affordable price," said
Jeffrey R. Stec, Founder and CEO of Fitness Management Group.

                  About Fitness Management Group

Based in Charlotte, North Carolina, Fitness Management Group, Inc.
-- http://www.peakfitnessclubs.com/-- is the holding company for
Peak Fitness centers. Peak Fitness is a leading regional provider
of fitness centers in North and South Carolina.  The company
currently has 17 locations and is the largest independently
operated fitness club chain in the Carolinas.


FORD MOTOR: Could Be Pulled Down by Rising Debt, Says Report
------------------------------------------------------------
Brent Snavely at Free Press Business reports that Ford Motor
Company's increasing debt load could pull the Company down, even
if it reaches all of its targets by 2011.

Ford has about $25.8 billion in automotive debt, much of which was
accumulated to raise cash so that the Company could survive the
economic downturn.

Citing Citibank analyst Itay Michaeli, Free Press states that
Ford's debt level could reach $36 billion -- about four times more
than Ford's expected earnings -- by 2011.  Free Press notes that
with that high level of debt to earnings, Ford's debt could strain
its finances as payments on it become due.  Ford's high level of
debt compared with competitors is a concern, and "that creates
somewhat of a disadvantage with respect of cost of capital and
financial flexibility," the report states, citing Mood's Investors
Service senior vice president Bruce Clark.

According to Free Press, Ford must find a way to maintain investor
confidence between now and 2011, a period in which it expects to
burn through more cash than it is taking in before making a profit
in that year.

Ford President and Chief Executive Officer Alan Mulally, Free
Press relates, said that the Company hopes to maintain investor
confidence by showing improvement every quarter between now and
2011.  "We gave guidance that our cash burn was $3.7 billion in
the first quarter, which was substantially less than the fourth
quarter, and we gave guidance that every quarter this year, it
will get lower and lower and lower.  That gives everybody
confidence that we are on a positive track," the report quoted Mr.
Mulally as saying.

Analysts, accoridng Free Press, said that Ford will lose 57 cents
per share for the three months ended June 30, which according to
Free Press equates to a loss of about
$1.5 billion, excluding onetime charges.

Ford's positive relationship with the UAW is also a factor in
adding confidence in the Company, Free Press states.

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.


FRONTIER AIRLINES: Court OKs Republic Deal, Auction Procedures
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the proposed investment agreement between Frontier
Airlines Holdings, Inc., and Republic Airways Holdings, Inc.

Pursuant to the investment agreement, Republic has agreed to
purchase 100% of the stock of Frontier Holdings upon its emergence
from bankruptcy for $108.75 million, so long as certain conditions
are met.  Frontier Airlines Holdings would become a wholly-owned
subsidiary of Republic, an airline holding company that owns
Chautauqua Airlines, Republic Airlines and Shuttle America.
Frontier Airlines and Lynx Aviation would maintain their current
names and continue to operate as usual.

The Republic investment agreement provides for an auction period,
during which Frontier may seek higher or otherwise better
competing bids.  If Frontier identifies such a bid, it can
terminate the Republic investment agreement and accept the other
offer.  Under the auction procedures approved today by the Court,
any interested bidders must submit an initial proposal by Aug. 3,
2009, and a final proposal by Aug. 10, 2009.  Frontier and its
advisors, in consultation with the Unsecured Creditors' Committee
appointed in Frontier's chapter 11 cases, will conduct an auction,
if necessary, on Aug. 11, 2009, to consider all qualified
proposals and determine the highest or otherwise best proposal.

Frontier currently expects to emerge from Chapter 11 this autumn.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


GENERAL GROWTH: Appoints Glenn Rufrano to Board of Directors
------------------------------------------------------------
General Growth Properties, Inc., reports the appointment of Glenn
J. Rufrano to its Board of Directors.

Mr. Rufrano is currently the chief executive officer of Centro
Properties Group, a retail investment organization specializing in
the ownership, management, and development of retail shopping
centers with an extensive portfolio of centers across Australia,
New Zealand and the United States, which does not compete directly
with GGP.  Mr. Rufrano led Centro Properties Group through its
successful restructuring during the current credit crisis.  From
2000 until its acquisition by Centro Properties Group in April
2007, Mr. Rufrano was chief executive officer of New Plan Excel
Realty Trust, Inc., as well as a member of that Company's board of
directors.  Mr. Rufrano spent 17 years as a partner at The
O'Connor Group, a diversified real estate firm.

"Glenn's CEO and restructuring experience combined with his
regional shopping mall expertise will be invaluable to the Company
as we continue to develop the plan to emerge from bankruptcy.  We
are delighted to be able to strengthen our Board with this latest
addition and look forward to benefiting from his insights and
experience," said Adam Metz, chief executive officer of General
Growth Properties.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly 200
million square feet of retail space and includes more than 24,000
retail stores nationwide.  General Growth is a self-administered
and self-managed real estate investment trust.  The Company's
common stock is trading in the pink sheets under the symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: New Int'l Operation Settles in Shanghai
-------------------------------------------------------
General Motors has gone through the bankruptcy and reconstitution
process within 40 days -- a "lightening" speed, emerging as the
new GM on July 10 formally.  The reconstituted new GM has given up
all its previous regional operation systems and withdrawn the
establishment of operational areas in Latin America, Europe, North
America and Asia Pacific.  It has settled its global operational
base in Shanghai instead, coordinating its operations in various
areas around the world, demonstrating the profound emphasis GM has
placed on Chinese market.

According to figures, China's auto sales surpassed 6 million units
in the first half of the year, becoming the largest auto market in
the world followed by U.S. and Japan.  Meanwhile, during the same
period, GM (China) Investment Corp. and its subsidiary joint
ventures have collectively posted an auto sale of 814,442 units,
up 38.0% from the same period in the previous year, registering a
new high in GM's half-year auto sales in China.

The new GM set up an international operation base in Shanghai
immediately after its reconstitution, appointing Nick Reilly, the
former President of GM Asia Pacific, as the Executive Vice
President of GM international operations.  This demonstrably shows
that the commendable performance on the China-led Asia Pacific
market is recognized by the headquarters.

Fairtheworld.com points out that, China has become the delicious
cheese which much coveted by auto makers around the world.  Huge
automobile demand, robust market growth rate, strong desire for
auto technologies and a relatively stable economic environment
emerging from the financial crisis have all contributed to its
appeal to global auto makers.  Especially the North America auto
industry, affected by the bankruptcy cases of giants such as
Chrysler and GM, is having a hard time as whole vehicle makers on
the entire industrial chain struggles, dragging down various car
parts makers into bankruptcy along with them.

Fairtheworld.com has been closely watching the development of the
global auto market, and opened an Automobile Hall accordingly, in
the "Fair N Fair" 3D Virtual Expo platform developed on its own.
It is stepping up efforts to invite high-end auto-related
enterprises around the globe to enter the exposition.
Differentiated strategies can be put forth through "the use of 3D
virtual reality technology" and "a tight access standard favoring
high-end enterprises"; making itself shine out from scores of
mediocre e-commerce platforms around the world.  The high-end
access system has set apart the global industrial Top 500
enterprises from thousands of SMEs, building up a VIP Club that
gathers together global high-end enterprises.

                      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 counsel.

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.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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: Various Parties Comment on Closing of Sale
----------------------------------------------------------
IUE-CWA President Jim Clark vowed to continue their fight to
uphold retiree's rights even as General Motors Corp. has closed a
deal to sell its assets to a company established by the U.S.
Government.  Various entities also issued statements in connection
with the closing of the sale.

IUE-CWA President Jim Clark said, "It is a sad day in America when
a formerly bluechip company joins hands with the government to rob
those who built the company of the health care that was promised
to them.

"IUE-CWA is committed to right this injustice and will pursue
every avenue available to us.  [W]e are appealing the bankruptcy
court decision.  We believe the bankruptcy code has been violated.

"In spite of the court granting the 363 sale to Treasury, GM must
still follow the Section 1114 process before it can modify or
terminate any of our retirees' benefits.  Today, tomorrow and
until further notice, our retirees should see no change in their
coverage.  If they do, they should contact the union and report it
immediately.

"But, this is now -- and probably always was -- a political fight.
Yesterday IUE-CWA GM retirees picketed Vice President Joe Biden in
Cincinnati.  The ads that we ran in Ohio papers -- and will expand
to national papers next week -- have resulted in the White House
being deluged with calls and emails.

"Our message is simple: Spending taxpayer dollars to favor one
group over another while stripping 50,000 retirees of their health
care is not the change we voted for last November.  The White
House must direct the U.S. Treasury to reach a fair and equitable
solution."

John McEleney, chairman of the National Automobile Dealers
Association, says, "This has been a difficult and wrenching
process for everyone involved.  Obviously, for GM to get out of
bankruptcy so quickly is a good thing.  This will now allow GM
dealers to focus their full attention on selling and servicing GM
products.  This also helps restore some certainty to GM's future
which will help stabilize the entire auto industry.  The auto
industry has been in an economic slump, with the GM bankruptcy
serving as a major distraction for the American public.  We hope
the emergence of GM from bankruptcy will mark a turning point
toward restoring greater consumer confidence.  The National
Automobile Dealers Association will continue to pursue legislative
relief (H.R. 2743/ S. 1304) to protect state franchise laws and
other relief for those GM dealers adversely affected by this
process."

                       Supply Chain Problem

"Apart from the obvious issues associated with capital and
liquidity, General Motors is facing a classic supply chain
strategy/redesign problem," comments Jeff Karrenbauer, president
of INSIGHT, Inc., which provides supply chain planning solutions.

"Over the next few months they must decide which suppliers to cut
loose and which to retain, which worldwide manufacturing
facilities to close and how best to utilize the survivors, how
they will continue to distribute product (railheads, distribution
centers, ports and so on), which brands, models and dealers to
retain and which to close, how much inventory to slash.  This
process once again emphasizes the need for companies to have in
place rigorous, ongoing programs for corporate strategic planning
that deal with issues of expansion, contraction, contingency
planning, risk, and so on, preferably under a comprehensive
corporate profit maximization umbrella that includes all of
operations as well as marketing."

Without a strategic plan, companies are forced to rush to judgment
without adequate preparation and run a significant risk of making
costly errors.  The case of General Motors is especially troubling
as they speed to make decisions with respect to international
outsourcing, dealer closures and according to new GM Chairman
Edward Whitacre, Jr., "a shuttering of plants."  Adds Karrenbauer,
"There is no question but that GM must slim down its entire supply
chain, from suppliers to dealers.  The issue is how they go about
it.  For example, the outsourcing decisions are especially
vulnerable to the classic myopia of focusing on comparative labor
costs.  A proper analysis would look at all relevant factors,
including procurement, manufacturing, transportation, warehousing,
various types of inventory, duties, taxes, port handling charges,
flexibility, responsiveness, risk, worldwide markets,
profitability of brands, markets and channels and so on,
essentially simultaneously.  Challenging, yes, but it's the right
way to do it and with the amount of money and jobs at stake,
nothing less should be acceptable."

According to Steve Banker of ARC in a recent Logistics Viewpoints
article, "Firms with a robust strategic planning process are
better equipped to deal with large, unexpected events, like the
current global recession."  In another discussion on preparing
supply chains for the upturn, he adds, "As this reset evolves,
supply chain planning tools will be important in assessing best
manufacturing, warehousing (finished goods staging),
transportation routes, etc."

The article continues, "Every firm should be running supply chain
planning tools right now, to reestablish a new baseline for
itself, given the harsh economic times.  In addition, firms should
have tools that enable re-optimizing the supply chain with the
hoped-for, continuing improvement in the economic climate.
Continuing improvement in the economy mandates a Deming-like
'continual improvement' in the quality of supply chain decisions,
including frequent re-optimization with market changes."

According to a recent article in the Associated Press pertaining
to GM emerging from bankruptcy, "Turning a profit will not be
easy.  GM has piled up losses and survives only because it expects
to receive $50 billion in U.S. government loans.  Without the
loans, its executives have said the company would have been sold
off in pieces."  The bottom line, according to Karrenbauer, is
that "GM and other corporations must generate and continuously re-
evaluate robust supply chain strategies if they want to survive."

                      Canadian Gov't Lauds GM

The Honourable Tony Clement, Minister of Industry, says, "I would
like to acknowledge that General Motors Corporation's
restructuring plans have worked their way through the U.S.
bankruptcy court in a timely and efficient manner.

"The Government of Canada has been working with its partners to
ensure that General Motors of Canada Limited (GMCL) continues to
play an important role in the new GM's North American operations.
We have every reason to believe that we will see a competitive
GMCL that will manufacture and sell North American cars.

"We are confident that the company will now be in a position to
operate a sustainable and viable business that will keep
production, innovation and jobs in Canada.  This is good news for
Canadian auto workers, the Canadian auto parts supply chain and
for Canadian consumers.

"Moving forward, the Government of Canada will continue to work
toward strengthening our country's auto industry, while exercising
rigorous oversight of taxpayer money."

                             Fortunate

"GM is fortunate to get another shot, most likely its last one,"
said Michelle Krebs, Sr. Editor, Edmunds' AutoObserver.com.  "Its
biggest challenge remains the same one it has faced of late; that
is, convincing consumers -- now also GM's reluctant shareholders -
- that the company truly is changing and understands what type of
vehicles the marketplace demands."

"In recent years, GM has been burdened by its history, making it
almost impossible to be truly competitive.  This government
supported bankruptcy, while controversial, has created an
opportunity -- but not a guarantee -- of success for the new GM,"
said Jeremy Anwyl, CEO of Edmunds.com.

Edmunds Inc. publishes four Web sites that empower, engage and
educate automotive consumers, enthusiasts and insiders.

                      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.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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: Acquires 11.4 Mln. Common Shares of Hydrogenics
---------------------------------------------------------------
Hydrogenics Corporation says on July 10, 2009, General Motors
Company acquired ownership and control of 11,364,006 common shares
of Hydrogenics Corporation from General Motors Corporation in
connection with the sale of substantially all of the assets of
General Motors Corporation under U.S. bankruptcy proceedings.

This is the same stake which had previously been owned by GM since
October 26, 2001; the acquired shares represent approximately
12.3% of the issued and outstanding common shares of Hydrogenics.

The acquired shares were originally issued to General Motors
Corporation by Hydrogenics as consideration for entering into a
master intellectual property agreement and a corporate alliance
agreement with Hydrogenics.  As part of, and in connection with,
the bankruptcy proceedings, General Motors Company was assigned,
and became a party to, the master intellectual property agreement
and a corporate alliance agreement and acquired the shares.

                         About Hydrogenics

Hydrogenics Corporation -- http://www.hydrogenics.com/-- is a
globally recognized developer and provider of hydrogen generation
and fuel cell products and services.  Based in Mississauga,
Ontario, Canada, Hydrogenics has operations in North America and
Europe.

                     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 counsel.

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.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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: S&P Withdraws 'D' Senior Unsecured Debt Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its
issue-level and recovery ratings on General Motors Corp.'s pre-
petition senior unsecured debt.  The rating withdrawal follows the
formation of a new entity, General Motors Co. (unrated), which was
created through a Section 363 sale as part of the old GM's
bankruptcy process.  The pre-petition senior secured debt of the
old GM was previously repaid.

The corporate credit rating on the old GM, which is being renamed
Motors Liquidation Co., remains at 'D'.

                           Ratings List

           General Motors Corp. (Motors Liquidation Co.)

          Corporate Credit Rating                D/--/--

                        Ratings Withdrawn

                                          To              From
                                          --              ----
   Senior Unsecured                       NR              D
     Recovery Rating                      NR              6


GENTA INC: Implements Reverse Stock Split; New Symbol is "GETA"
---------------------------------------------------------------
Genta Incorporated began trading yesterday under the symbol
GETA.OB -- formerly GNTA.OB -- after implementation of the
Company's 1-for-50 reverse stock split of its common stock. The
reverse split will reduce the outstanding number of shares of
Genta's common stock from approximately 5.4 billion to
approximately 108 million shares.

As a result of the reverse stock split, holders of certificates
representing shares of "old" Genta common stock prior to the
effective date have the right to receive, upon surrender of those
certificates, "new" shares of Genta common stock at the ratio of
one share of "new" common stock for every fifty shares of "old"
common stock.  No fractional shares will be issued in connection
with the reverse stock split.  Instead, holders of "old" shares
who otherwise would have received fractional shares will receive
an amount in cash equal to the value of such fractional shares
based on the closing price of Genta's common stock on July 10,
2009.

Effective July 13, 2009, Genta's common stock will trade on the
OTC Bulletin Board on a split-adjusted basis under the trading
symbol "GETA." The change is expected to be temporary.

Existing stockholders holding Genta common stock certificates will
receive a Letter of Transmittal from the Company's transfer agent,
BNY Mellon Shareowner Services, with specific instructions
regarding the exchange of shares.  Questions regarding this
exchange process can be addressed by contacting BNY Mellon
Shareowner Services at 1-800-777-3674 (or 1-201-680-6654 from
outside the U.S.).

                     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: Moody's Won't Change CFR on Revised Exchange Offer
----------------------------------------------------------------
Georgia Gulf Corporation (Corporate Family Rating at Caa2)
announced that it has entered into lock-up and consent agreements
under a revised exchange offer with a majority of its noteholders
(roughly 77% or $616 million of the $800 million in notes
outstanding).  Under the revised terms, noteholders would receive
up to 96% of the equity in GGC (via a combination of common stock
and preferred stock) in exchange for the notes.  This offer is
subject to numerous preconditions, including the negotiation of an
amendment to GGC's senior secured credit agreement, an extension
of the forbearance agreements with a majority of the holders of
each of the three notes and a reconstitution of the board of the
directors.

Moody's views the revised terms of the revised exchange as a
distressed exchange as it will result in a substantial reduction
in the current market value of the equity received by noteholders
relative to the face amount of the notes, which is consistent with
Moody's "C" ratings on these notes.  However, no action will be
taken to lower the CFR or probability of default rating as the
non-payment of interest on the notes was deemed to be a limited
default in May 2009.

The remaining senior secured debtholders will benefit from the
substantial reduction in debt under the revised terms of the
exchange offer -- up to $800 million of the roughly $1.4 billion
of debt outstanding as of March 31, 2009.  Hence, GGC's Corporate
Family Rating subsequent to this transaction will depend upon the
actual amount of debt tendered pursuant to the exchange offer (in
excess of the $616 million that will be tendered under the lock-up
and consent agreements), the terms of the amendment to the secured
credit facility, and Moody's near-term expectations for GGC's
financial performance.  Moody's will not change GGC's rating until
the tender offer expires and all preconditions necessary for the
completion of the transaction have been announced or waived by the
appropriate parties.

GGC's CFR will depend to a large degree on the additional
liquidity provided under the secured credit facility and the
duration and extent of financial covenant relief.  The terms
outlined in GGC's 8K appear to provide adequate liquidity and
would support an upgrade.  However, these terms have not yet been
approved by the lenders.  Moody's believes that these terms are
likely to be approved, albeit with some minor modifications
possible, as the banks constitute the necessary majority to
approve an amendment to the facility (revolver and term loan).

"If the company is able to complete this exchange offer and obtain
the proposed amendment to its credit facility, a multi-notch
upgrade to the CFR is a likely outcome" stated John Rogers, Senior
Vice President at Moody's.

If the exchange offer is completed as planed GGC's credit metrics
would improve significantly (pro forma LTM March 31, 2009 Net
Debt/EBITDA would decline to 5.3x from 8.3x; these metrics
incorporate Moody's Standard Analytical Adjustments and assume a
$800 million reduction in debt).

According to the terms of the revised exchange offer, holders of
the senior unsecured notes would receive 2.11 shares of common
stock and 47.3 shares of preferred stock for every $1,000 of notes
held.  Holders of the subordinated notes will receive 0.82 share
of common stock and 18.36 shares of preferred stock.  If all the
noteholders tender their debt, subsequent to the completion of
this transaction noteholders would have up to 50.9% of the
outstanding common shares, which would facilitate the shareholder
approval of an increase in the authorized common shares necessary
to convert all of the preferred stock to common stock.  It should
also be noted that the noteholders that have signed the lock-up
and consent agreements will control nearly 75% of the company's
stock after completion of this transaction

GGC has also committed to reconstitute its board of directors and
replace up to four of the seven directors.  The new directors will
be selected by the holders of a majority in principal amount of
the notes with one of such new directors being selected from a
list of no less than four director candidates provided by (but not
affiliated with) the holders of a majority in principal amount of
the 2016 notes.

The last rating action on Georgia Gulf Corporation was on May 22,
2009, when Moody's lowered the ratings on the Probability of
Default rating to reflect a Limited Default as a result of the
non-payment of interest.

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, plastic lumber, etc.), and aromatics (cumene,
phenol and acetone).


GLOBAL SAFETY: Can Initially Access Prepetition Lenders' Cash
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Global Safety Textiles Holdings LLC and its
debtor-affiliates to:

   -- use cash securing repayment of loan from prepetition
      lenders; and

   -- grant adequate protection to the lenders to protect them
      from any diminution in value of their cash collateral.

A final hearing on the Debtors' continued use of cash collateral
will be held within 30 days after the entry of this order.

The Debtors, as of the petition date, owe EUR116,779,965 plus
accrued and unpaid interest and $34,983,236 plus accrued and
unpaid interest to Goldman Sachs Credit Partners L.P. and UBS
Securities LLC as mandated lead arrangers, UBS AG, Stamford Branch
as issuing bank, Goldman Sachs Credit Partners L.P. as security
agent and administrative agent and UBS AG, Stamford Branch as
administrative agent for the second lien prepetition lenders.

As adequate protection, the Debtors will grant the prepetition
lenders:

   -- a valid and perfected replacement security interest in,
      and lien on all of the right, title and interest of the
      Debtors in, to and under all present and after-acquired
      property of the Debtors;

   -- a superpriority claim, subject to the payment of the
      Carve Out, with priority in payment over any and all
      administrative expenses; and

   -- adequate protection payments in cash.

The priority prepetition lenders have objected to the use by the
Debtors of the prepetition collateral, including the cash
collateral.  The Court ordered that the prepetition lenders are
entitled to adequate protection of their interest in the
prepetition collateral to the extent of diminution in value,
including for the use of cash collateral, the use, sale, lease,
depreciation or other diminution in value of the prepetition
collateral other than the cash collateral, and the imposition of
the automatic stay.

                   About Global Safety Textiles

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

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

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


GOLFERS' WAREHOUSE: Files for Ch 11; Will Be Sold to Worldwide
--------------------------------------------------------------
Golfers' Warehouse, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Connecticut, listing $10 million to $50 million in assets and
$10 million to $50 million in debts.

Golfers' lawyer, Barry Feigenbaum, said that the recession and
slowdown in retail sales has hit the golf industry hard, leading
to the Company's collapse, Greg Bordonaro at Hartford Business
reports.  According to the report, Mr. Feigenbaum said that the
Company has also had difficulty financing its inventory.  The
report quoted Mr. Feigenbaum as saying, "The troubles plaguing the
financial sector have had an impact on the company in terms of its
financing."

Golfer's is preparing to sell its six stores in Connecticut, Rhode
Island, and Massachusetts to California-based retailer Worldwide
Golf, Hartford Business relates, citing Mr. Feigenbaum.

According to Hartford Business, Mr. Feigenbaum said htat Golfer's
hopes to conclude the sale by August 7 and that it is looking for
court approval to honor customer gift cards and coupons.

There could be job losses related to the sale, but store closures
are uncertain, Hartford Business says, citing Mr. Feigenbaum.
According to the report, Mr. Feigenbaum said that the Hartford
store will likely remain open.  "It's our hope the buyer will hire
as many existing employees as possible," the report quoted Mr.
Feigenbaum as saying.

Hartford, Connecticut-based Golfers' Warehouse, Inc. -- aka
Golfers' Warehouse, Golfers' Clubhouse, and Golf Clubhouse --
operates a golf equipment & supplies retail store.


GOODY'S LLC: Stage Stores to Use Brand in Former Markets
--------------------------------------------------------
Stage Stores, Inc., which acquired the Goody's name through a
bankruptcy auction, said it intends to use the Goody's name in
select new store markets in which there is a stronger customer
awareness of the Goody's name.

"We have identified approximately 50 former Goody's markets that
meet our small town business model criteria of being under-served
with minimal competition.  All of our new stores, regardless of
nameplate, will utilize our current merchandising concepts and
format.  We are excited to have the flexibility to use the Goody's
name where appropriate," Andy Hall, President and Chief Executive
Officer of Stage Stores, says.

As reported by the Troubled Company Reporter on June 19, 2009, the
winning bidder for Goody's Duck Head Private Label brand was DHIP
Holdings who bid $2,650,000.  The winning bidder for the Goody's
store brand was Stage Stores who bid $300,000.

On Thursday, Stage Stores reported that total sales for the five-
week period ended July 4, 2009, decreased 10.1% to
$128 million from $142 million in the prior year five-week period
ended July 5, 2008.  Comparable store sales decreased 12.6% this
year versus an increase of 1.2% last year.

Stage Stores did not open any new stores during June.  During the
month, the Company closed Peebles stores in Siler City, NC, and
Stafford, VA, and a Palais Royal store in Houston, TX.  Looking
forward, the Company does not expect to open any new stores in
July, while it expects to open 14 to 16 new stores during the last
half of the year.

Mr. Hall said, "June was a disappointing month as the economic
environment remained challenging.  We continued to focus on those
aspects of our business that we can control and ended the month
with comparable store inventories down 13%.  Our financial
strength remained intact, and we had no borrowings on our $250
million revolving credit facility at month-end."

Stage Stores -- http://www.stagestores.com/-- brings nationally
recognized brand name apparel, accessories, cosmetics and footwear
for the entire family to small and mid-size towns and communities
through 744 stores located in 39 states.  The Company currently
operates its stores under the four names of Bealls, Palais Royal,
Peebles and Stage.

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


GREDE FOUNDRIES: Taps Kurztman Carson as Notice & Claims Agent
--------------------------------------------------------------
Grede Foundries Inc. asks the U.S. Bankruptcy Court for Western
District of Wisconsin for permission to employ Kurtzman Carson
Consultants LLC as notice and claims agent.

The firm will assist the Debtor with, among other things:

   a) the preparation of its schedules of assets and liabilities,
      statements of financial affairs, an equity security
      holders list and a master creditors list and any
      amendments thereto;

   b) the reconciliation and resolution of claims; and

   c) preparation, mailing and tabulation of ballots of certain
      creditors for the purpose of voting to accept or reject the
      plan of reorganization.

The Debtors assure the Court that the firm does not hold or
represent an interest adverse to their estates and is a
"disinterested person" within the meaning of 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.  It 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 selected Whyte
Hirschboek Dudek S.C. as its attorney.  In its Chapter 11
petition, the Debtor said it has $143,983,000 in assets and
$148,243,000 in debts.


GREDE FOUNDRIES: Wants Leversion & Metz as Special Counsel
----------------------------------------------------------
Grede Foundries Inc. asks the U.S. Bankruptcy Court for Western
District of Wisconsin for permission to employ Leverson & Metz
S.C. as its special counsel.

The firm will render to the Debtor the same services as its
proposed attorney, Whyte Hirschboek Dudek S.C., but limited to
certain discrete matters involving potential or actual conflicts
and circumstances where the Debtor's use of the firm is expedient
to the administration of this Chapter 11 case.

Attorneys Mark L. Metz, Esq., and Leonard G. Leversion, Esq.,
charges $330 per hour while paralegals Donna Krueger bills $90 per
hour.

The Debtors assure the Court that the firm does not hold or
represent an interest adverse to their estates and is a
"disinterested person" within the meaning of 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.  It 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 selected Whyte
Hirschboek Dudek S.C. as its attorney.  In its Chapter 11
petition, the Debtor said it has $143,983,000 in assets and
$148,243,000 in debts.


HARRY & DAVID: S&P Withdraws 'CC' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
ratings, including the 'CC' corporate credit rating, on Medford,
Oregon-based Harry & David Operations Corp. at the request of the
company.  S&P expects to reassign ratings on Harry & David
Operations Corp. on an unsolicited basis.

                           Ratings List

                   Harry & David Operations Corp.

    Ratings Withdrawn            To              From
    -----------------            --              ----
    Corporate credit rating      NR              CC/Negative/--
    Senior unsecured debt        NR              C
    Recovery rating              NR              5


HAYES LEMMERZ: U.S. Trustee Forms 9-Member Retiree Committee
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appoited nine inviduals to serve on the retiree committee for
Hayes Lemmerz International Inc. and its debtor-affiliates.

The members of the Retiree Committee are:

  1) David F. Bush;
  2) Gary D. Conley;
  3) Richard M. Daniels, Jr.;
  4) Richard T. Guernsey;
  5) John R. Kinstler;
  6) Robert D. McElroy;
  7) Thomas J. Noteman;
  8) Oscar Stallworth; and
  9) Charles W. Thompson.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.

As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


IDEARC INC: Creditors Committee Says Plan Not Confirmable
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors in Idearc Inc.'s case says the
Company's proposed Chapter 11 plan is not confirmable.

Idearc has filed a pre-arranged plan, which would give 95% of the
stock, $3 billion in new senior secured term loans and excess cash
above $150 million to the secured lenders.  Unsecured creditors
would see 5% of the stock and recoveries by a litigation trust.

According to the Creditors Committee, the Plan is based on a wrong
assumption -- contrary to the Debtors' assertions, lenders don't
have valid and enforceable security interests in all of the assets
of Idearc.  Given the defective security interest, the Committee
believes the prepetition lenders' recovery should be reduced.

The U.S. Bankruptcy Court for the Northern District of Texas in
Dallas is scheduled to consider approval of the disclosure
statement explaining Idearc's Plan on July 22.  The Debtors cannot
begin soliciting votes for, and then seek confirmation of, the
Plan until the Bankruptcy Court affirms that the Disclosure
Statement contains adequate information necessary for creditors to
make an informed judgement of the Plan.

As reported by the TCR on July 10, a fund affiliated with
MatlinPatterson Global Advisers LLC is arguing before the Court
that secured lenders to Idearc do not have valid and enforceable
security interests in all of the assets of the Company.
MatlinPatterson, a holder of senior unsecured notes, argues, among
other things, that lenders don't have a security interest in any
copyrights because no filing ever was made with the U.S. Copyright
Office.

MatlinPatterson likewise says an investigation by the official
creditors' committee is showing that the lenders' collateral
doesn't include a "valuable" agreement authorizing the use of
Verizon trademarks and a license agreement giving access to
Verizon customer lists.

MatlinPatterson has asked the Bankruptcy Court to extend the
deadline for creditors to file a suit to challenge the lenders'
liens to August 27.  The current deadline is July.

MatlinPatterson also wants Court to take another look at its
interim order approving the Debtors' use of cash collateral.
MatlinPatterson wants the judge to order the "disgorgement" of a
$250 million payment to the lenders as part of an agreement to use
cash.

Idearc is using cash collateral to fund operations and has not
sought debtor-in-possession financing.

                       About Idearc Inc.

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

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

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

Idearc simultaneous with its bankruptcy petition an agreement with
a group of secured lenders on a reorganization plan to reduce debt
to $3 billion from $9 billion.  The plan gives 95% of the stock,
$3 billion in new senior secured term loans and excess cash above
$150 million to the secured lenders.  Unsecured creditors are in
line for 5% of the stock and recoveries by a litigation trust.


INDEX OIL: RBSM LLP Raises Going Concern Doubt
----------------------------------------------
RBSM LLP in New York City raised substantial doubt about Index
Oil & Gas, Inc.'s ability to continue as a going concern after
auditing financial results for the years ended as of March 31,
2009, and 2008.

The auditors related that the Company suffered recurring losses
from operations and its current liabilities exceeded current
assets as of March 31, 2009,

At March 29, 2009, the Company's balance sheet showed total assets
of $6,993,987, total liabilities of $1,119,570 and stockholders'
equity of $5,874,417.

For the year ended March 31, 2009, the company posted net loss of
$9,378,621 compared with net loss of $1,946,430 for the same
period in the previous year.

The Company's management relates that the Company find it very
difficult in the current market conditions to raise any new funds
through debt or equity offerings.  This has forced the Company to
curtail and reconsider any planned growth strategies in the
immediate future and could result in the curtailment of its
operations.

The continuation of the company as a going concern is dependent
upon its attaining and maintaining profitable operations and
raising additional capital.

Based on the Company's current cash resources and other current
assets, and using assumptions that by nature are imprecise,
management believes the Company has available liquidity to fund
only limited operations over the immediate future and do not have
liquidity to participate in new drilling activities in its current
properties.

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

              http://ResearchArchives.com/t/s?3f14

                   About Index Oil & Gas, Inc.

Index Oil & Gas, Inc. (OTC:IXOG) is an independent oil and natural
gas company engaged in the acquisition, exploration, development
production and sale of oil and natural gas properties in North
America.  The Company has interests in properties in Kansas,
Louisiana and Texas.  It has four subsidiaries: Index Oil & Gas
Limited, a United Kingdom holding company, which provides
management services to the Company, and United States operating
subsidiaries; Index Oil & Gas (USA) LLC, an operating company;
Index Investments North America Inc., and Index Offshore LLC, a
wholly owned subsidiary of Index Investments and also an operating
company.  Index does not operate any of its oil and natural gas
properties and sell its oil and natural gas production to domestic
purchasers through agreements primarily negotiated by the
operators of its oil and natural gas properties.


INT'L KIRKLAND: May File Proposal Under BIA If Creditor Nixes Deal
------------------------------------------------------------------
International Kirkland Minerals Inc. reports that the debt
settlement agreements it announced in April 2009 are still in
effect representing over 66.66% of the aggregate debt owed by the
Company.  Only one creditor of the Company that is owed a judgment
of $243,510 -- representing less than 33.3% of all Company debt --
has refused to enter into a debt settlement agreement for shares
of the Company at $0.04 per share and has advised the Company that
they may seek to petition the Company into bankruptcy.

In the event that IKI is unable to convince that creditor to
execute a shares for debt settlement agreement, in a timely
manner, then IKI will consider itself filing a proposal under the
Bankruptcy and Insolvency Act.  The IKI proposal would have to
include an equity financing and would and would also have to
eliminate all debts of the company.

On April 16, IKI said it has settled the principal terms of nine
debt settlement agreements for an aggregate of $526,277.75 of debt
owed by the Company to arm's-length consultants and service
providers. According to the Company, the debt settlement
agreements are based at $0.04 per share which is the closing price
of IKI as at April 15, 2009 and the agreements, if necessary, are
also subject to Insolvency and Bankruptcy proceedings at the
option of the Company to simultaneously eliminate all debts of the
Company on the same terms and conditions as with all creditors of
the Company.

The Company also says the non-brokered private placement it
disclosed in April 2009 will not be proceeding at this time.
During the Company's efforts to secure financing, IKI has
determined that any new financings involving insiders and arm's-
length parties will be subject to the Company settling with all of
its creditors.

The Company unveiled in April a non-brokered private placement
unit offering of up to 10,000,000 units of the Company at a price
of $0.03 per unit for gross proceeds of $300,000.  Each unit
consists of one common share and one share purchase warrant
exercisable into one further common share of the Company at a
price of $0.05 per share over a one-year term.  The closing of the
private placement was subject to the settlement of all debts of
the Company, at the option of the subscriber.  Insiders will
subscribe for 25% (2,500,000 units) of the private placement.

IKI also discloses it failed to make a $25,000 payment on its
Creelman-Roberts property within the 30-day curative period ended
June 27, 2009, and as a result the Property has reverted back to
the vendor.

International Kirkland Minerals Inc. (TSX VENTURE: IKI) --
http://www.internationalkirkland.com/-- is based in Vancouver,
British Columbia.


INTEST CORP: McGladrey & Pullen Raises Going Concern Doubt
----------------------------------------------------------
McGladrey & Pullen, LLP, in Blue Bell, Pennsylvania raised
substantial doubt about inTEST Corporation's ability to continue
as a going concern after auditing financial results for the year
ended December 31, 2008.  The auditors pointed to the Company's
significant losses in three of the last five years including
losses in 2007 and 2008.

At December 31, 2009, the Company's balance sheet showed total
assets of $20,492,000, total liabilities of $7,025,000 and
stockholders' equity of $13,467,000.

For the year ended December 31, 2009, the Company posted a net
loss of $9,133,000 compared with a net loss of $6,739,000 for the
same period in the previous year.

As of December 31, 2008, the Company had cash and cash equivalents
of $7.1 million.  As a result of its continued operating losses in
2009, as of May 31, 2009, the Company's cash and cash equivalents
have declined to $3.8 million.  In light of deteriorating
conditions in the semiconductor industry and the worldwide
economic recession, it initiated a series of restructuring and
cost reduction programs during the fourth quarter of 2008 which
have continued into the first and second quarters of 2009, in
order to conserve cash and reduce costs.

In April 2009, the Company retained the services of a financial
advisor to assist the company in assessing its strategic
alternatives to enhance operating performance and stockholder
value.  Under present market conditions and with its present
resources, the Company's goals remain to conserve cash, reduce
costs and generate sales of its products.  The Company also
continues to consider other alternatives, however, if it is not
successful in accomplishing these goals or alternatives, the
company may be forced to seek relief through a filing under the
U.S. Bankruptcy Code or liquidate and dissolve its business.

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

              http://ResearchArchives.com/t/s?3f15

                    About inTEST Corporation

inTEST Corporation (NASDAQ:INTT) is an independent designer,
manufacturer and marketer of manipulator and docking hardware,
temperature management and tester interface products that are used
by semiconductor manufacturers in conjunction with automatic test
equipment in the testing of integrated circuits.  The Company
manages its business as three product segments:
Manipulator and Docking Hardware Products, Temperature Management
Products and Tester Interface Products.  In October 2008, it
acquired Sigma Systems Corp.


J.L. FRENCH: Files for Ch 11 Bankr.; Plan Expected This Week
------------------------------------------------------------
In response to U.S. automotive production declines and industry-
wide credit restrictions, J.L. French Automotive Castings, Inc.,
announced plans to reduce its secured debt from approximately $280
million to approximately $65 million via debt-for-equity swaps
with first and second lien term loan lenders to provide a stable
financial foundation for the Company's future operations.  The
Company and its domestic affiliates will complete a prenegotiated
restructuring under Chapter 11 and has filed voluntary petitions
in the U.S. Bankruptcy Court for the District of Delaware.  The
Company intends to file its Chapter 11 Plan of and Disclosure
Statement within the week.

None of the Company's foreign operations, particularly its
subsidiary in Spain and its joint venture in China, are included
in the Chapter 11 filing.  These businesses will remain unaffected
by the filings and will continue operations as usual.

J.L. French also announced an agreement with certain first lien
lenders for a $15 million debtor-in-possession (DIP) facility to
fund working capital needs that may arise during the
reorganization.  This facility will also serve as the foundation
for the Company's exit financing.

"We are very pleased to have reached sufficient agreement with our
lenders and customers to offer a Plan of Reorganization and
Disclosure Statement very shortly," stated Thomas Musgrave,
Chairman, President, and Chief Executive Officer of J.L. French.
"Our Company has a strong business model with distinct
technological and quality advantages that position us well with
our customer base.  However, sales have dropped commensurate with
the dramatic decline in the North American automotive production
to the extent that we cannot service the existing debt structure."

Mr. Musgrave said, "By significantly reducing our debt, we will
remove the balance sheet barriers that have historically prevented
us from securing awards of certain new business contracts, and
will provide the Company with additional operating liquidity.  The
new financial structure will significantly enhance customer and
vendor confidence and enable J.L. French to focus its resources to
consolidating its operations, research and development, new
customer programs and other strategic initiatives.  In fact our
major customers support the proposed Chapter 11 Plan."

Mr. Musgrave further noted that, "we intend to complete our
reorganization in a matter of months -- we expect to emerge from
Chapter 11 protection within 90 days.  In so doing, we will
contain reorganization costs and minimize any disruption to our
business."

J.L. French is filing motions immediately with the Court to
request permission to pay certain prepetition claims, including
employee wages and benefits, shipping fees, and essential vendor
claims.  Under these "first day motions," the Company is proposing
that the prepetition claims of essential trade creditors be paid
in full in the ordinary course of business.  In addition, under
the Chapter 11 Plan, the Company will assume its contracts with
its essential trade creditors and the customers that entered into
accommodations agreements with the Company.

The Company has executed a lock-up agreement with its first and
second lien lenders; this agreement is reflected in the Chapter 11
Plan, which the lenders have agreed to support.  The Chapter 11
Plan calls for the exchange of more than $215 million in first and
second lien term loan debt for substantially all of the equity in
the Company.  Under the Chapter 11 Plan, the Company's first lien
lenders would receive 95 percent of the common stock in the newly
reorganized Company.  Second lien term loan lenders would receive
five percent of the common stock in the new Company.
Additionally, the Company's existing first lien revolving lender
will amend and extend its
$50 million credit facility through November 2013 and convert the
revolver to a term loan.

Holders of second lien term loan debt would receive warrants for
up to 15 percent of the common stock in the new Company,
structured in three tranches, each with five-year terms,
exercisable according to individual enterprise valuations.

J.L. French has retained Milbank, Tweed, Hadley & McCloy LLP as
restructuring counsel; Houlihan, Lokey, Howard & Zukin Capital,
Inc., as investment banker and financial advisor; and Conway
McKenzie, Inc., as financial and operational restructuring advisor
in the case.  The first lien lenders who would receive 95 percent
of the equity under the Chapter 11 Plan are represented by Latham
& Watkins LLP as counsel and Huron Consulting Group as financial
advisor.

Andrea Tan at Bloomberg News notes that J.L. French joins auto-
parts suppliers Proliance International Inc. and Visteon Corp. in
filing for bankruptcy as automakers slash production amid slowing
vehicle sales. Recession and rising unemployment pushed down auto
sales by 35 percent in this year's first six months, to the lowest
since at least 1976, according to Bloomberg data.

Based in Sheboygan, Wisconsin, J.L. French Automotive Castings,
Inc., is adesigner and manufacturer of highly engineered aluminum
die cast automotive parts including oil pans, engine front covers,
engine blocks and transmission cases. The company has
manufacturing facilities in Sheboygan, WI.; Glasgow, KY; Ansola,
Spain; as well as a joint venture in, China.  J. L. French
Automotive Castings Inc., makes transmission casings for Ford
Motor Co. and General Motors Co.

The Company, together with six affiliates, filed for Chapter 11 on
July 13, 2009 (Bankr. D. Del. Case No. 09-12445). It listed debt
of as much as $500 million.

The Company first filed for Chapter 11 protection on Feb. 10, 2006
(Bankr. D. Del. Case No. 06-10119 to 06-06-10127).  Attorneys at
Pachulski Stang Ziehl Young & Jones, and Marc Kiesolstein, P.C.,
at Kirkland & Ellis LLP, represented the Debtors in their
restructuring efforts.  Attorneys at Ashby Geddes, PA, represented
the Official Committee of Unsecured Creditors.  When the Debtor
filed for bankruptcy, it estimated assets and debts of more than
$100 million.  In June 2006, the Bankruptcy Court confirmed J.L.
French's reorganization plan, and days later the J.L. French
emerged from bankruptcy.


J.L. FRENCH: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J.L. French Automotive Castings, Inc.
        3101 South Taylor Drive
        P.O. Box 1024
        Sheboygan, WI 53082

Bankruptcy Case No.: 09-12445

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
French Holdings LLC                                09-12446
Nelson Metal Products LLC                          09-12447
Allotech International LLC                         09-12448
J.L. French LLC                                    09-12449
J.L. French Automotive, LLC                        09-12450
Central Die, LLC                                   09-12451

Type of Business: The Debtors supply aluminum die castings
                  specializing in powertrain and automotive
                  components.  The Debtors have four manufacturing
                  locations around the world including plants in
                  the United States, and Spain.  The Debtors have
                  six engineering/customer service offices to
                  globally support their customers near their
                  regional engineering and manufacturing
                  locations.

                  J.L. French is headquartered in Sheboygan,
                  Wisconsin for its North American operations and
                  in Spain for its European operations.  The
                  company began making aluminum die castings in
                  1968 in Sheboygan, Wisconsin as a small, family
                  owned business and is now an industry leader in
                  technical resources.

                  See http://www.jlfrench.com/

Chapter 11 Petition Date: July 13, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Curtis A. Hehn, Esq.
                  chehn@pszjlaw.com
                  James E. O'Neill, Esq.
                  jo'neill@pszyj.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Mark M. Billion, Esq.
                  mbillion@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19702
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

                    --- and ---

                  Gregory A. Bray, Esq.
                  gbray@milbank.com
                  Fred Neufeld, Esq.
                  fneufeld@milbank.com
                  Haig M. Maghakian, Esq.
                  hmaghakian@milbank.com
                  Thomas C. Janson, Esq.
                  tjanson@milbank.com
                  Milbank, Tweed, Hadley & McCloy LLP
                  601 South Figueroa Street, 30th Floor
                  Los Angeles, CA  90017-5735
                  Tel: (213) 892-4000
                  Fax: (213) 629-5063

Debtors'
Claim Agent:      BMC Group Inc.
                  18750 Lake Drive East
                  Chanhassen, MN  55317
                  Tel: (816) 218-1401
                  http://www.BMCGroup.com

Debtors'
Financial
Advisor:          Donald S. MacKenzie
                  Patrick T. Flynn
                  Conway MacKenzie & Dunleavy Inc.
                  401 South Old Woodward Avenue, Suite 340
                  Birmingham, MI  48009
                  Tel: (248) 433-3100
                  Fax: (248) 433-3143

Debtors'
Investment
Banker:           Ryan Sandahl
                  Andrew Turnbull
                  Houlihan Lokey Howard & Zukin Capital, Inc.
                  245 Park Avenue, 20th Floor
                  New York, NY 10167-0002
                  Tel: (312) 456-4719

Counsel to the Debtor-in-
Possesion Agent and First
Lien Term Agent:

                  Richard A. Levy Esq.
                  Latham & Watkins LLP
                  Sears Tower Ste. 5800
                  233 South Wacker Dr.
                  Chicago, IL 60606-6401

Counsel to the First Lien
Revolver Agent:

                  Gilbert Backenroth, Esq.
                  Hahn & Hessen LLP
                  488 Madison Avenue 14th Floor
                  New York, NY 10022

Counsel to the First Lien
Revolver Agent:

                  Joseph M. Fischer, Esq.
                  Carson Fischer PLC
                  4111 Andover Road West Bldg., 2nd Floor
                  Bloomfield Hills, MI 48302

Counsel to the Second Lien
Agent:

                  Robb Tretter, Esq.
                  Jennifer Feldsher, Esq.
                  Bracewell & Giuliani LLP
                  117 Avenue of the Americas, 19th Floor
                  New York, NY 10036

Counsel to the Creditors
Committee:

                  Rivian Bell, Esq.
                  Sydney Rosencranz, Esq.
                  The Abernathy MacGregor Group
                  707 Wilshire Blvd. Suite 3950
                  Los Angeles, CA 90017
                  Tel: (213) 630-6550
                  Fax: (213) 489-3443

DIP Financing:    The Debtors have reached an agreement with first
                  lien lenders for a $15 million debtor-in-
                  possession (DIP) facility to be available to
                  fund its working capital needs that may arise
                  during the reorganization.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Morgan Stanley Capital         agreement         $15,000,000
Services Inc.
1585 Broadway
New York, NY 10036-8293
Fax: (212) 507-4622

Strohwig Industries Inc.       vendor            $1,018,025
3285 Industrial Road
PO Box 38
Richfiled, WI 53076
Tel: (262) 628-447
Fax: (262) 628-4367

Tool North Inc.                vendor            $585,107
2475 N. Aero Park Court
Traverse City, MI 49686
Fax: (231) 941-4120

Edco Inc.                      vendor            $531,532
5244 Enterprise
Boulevard Toledo, OH 43612
Tel: (419) 726-1596
Fax: (419) 726-5904

Standard Resources             vendor            $392,856

Delaware Machinery             vendor            $359,416

Metal Exchange                 vendor            $337,623

Intermet Columbus Foundry      vendor            $335,272

Meredith Machinery             vendor            $334,392

Alter Trading                  vendor            $289,365

Farmers Rural Electric         utility           $206,317

Jus-Rite Engineering Inc.      utility           $196,426

G W Smith & Sons Inc.          vendor            $191,155

Jernberg Bolingbrook           vendor            $158,330

Magneti Marelli Cofap          vendor            $158,004

Kentucky State Treasurer       tax               $150,000

INA USA Corporation            vendor            $148,055

Cana-Datum Moulds Ltd.         vendor            $142,294

Roush Industries Inc.          vendor            $136,872

Motion Industries Inc.         vendor            $114,525

Honold & Lapage                vendor            $111,376

Litens Automotive - Woodb      vendor            $103,325

Louis Allis Inc.               vendor            $98,913

Feichtner Fredrick             vendor            $97,365

Fischer Tool and Die           vendor            $88,260

Parker Hannifin- Sealing       vendor            $82,547

Model Die & Mold               vendor            $82,250

Constellation Newenergy Gas    utility           $81,205
Division

Automated Systems and DES      vendor            $79,284

Cometch Mfg.                   vendor            $76,040

Schad Boiler Setting Co.       vendor            $75,596

Jamak Fabrication Inc.         vendor            $73,894

Mark IV Automotive/DAYC        vendor            $72,874

Packaging Systems of Wisc.     vendor            $71,651

Pridgeon and Clay              vendor            $60,337

Magna Tech Mfg.                vendor            $56,093

Leader Engr. Inc.              vendor            $50,200

E. Robert Alley & Assoc.       professional      $50,040

Benz Oil                       vendor            $41,757

Veolia Environmental Services  utility           $39,915

The petition was signed by Thomas Musgrave, president and chief
executive officer.


JOHN TOLFREE: S&P Changes Outlook to Negative; Affirms 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable and affirmed its 'BB' long-term rating on the
John Tolfree Health System, Michigan's $12.3 million series 1999
bonds, issued for West Branch Medical Center.

West Branch has faced declining volumes over the past few fiscal
years. Characteristic of a small hospital, West Branch is
vulnerable to the departure of physicians and has been affected by
the departure of an obstetrician who joined a competing hospital
in fiscal 2009.  In addition, a couple of surgeons left
unexpectedly, leaving West Branch with only one obstetrician and
one surgeon.  The hospital is now using locum tenens, which is
more expensive.  Management is evaluating the restructuring of its
obstetrics department due to recurrent losses.

The 'BB' rating reflects persistent operating losses that have
worsened through fiscal 2009 contrary to previously stated goals
to reach the breakeven mark; a drop in net patient revenues for
2009 fiscal year; declining volumes due to the departures of key
physicians; and a debt service covenant violation for fiscal 2009
for the obligated group.

Factors precluding a lower rating at this time are a sound market
position as sole community provider, characterized by a 53% market
share in fiscal 2009 and an adequate liquidity position for the
rating level with cash on hand of 73 days through March 31, 2009,
although liquidity is lower compared with the previous fiscal
year's results.  West Branch has also recently implemented cost
controls that management expects will help diminish operating
losses in fiscal 2010 and reports adequate debt service coverage
of 1.9x for the system.  Additional credit concerns remain
regarding the small admissions base, an ongoing need for
additional medical staff, and a concentrated payor mix, with
roughly 74% of revenue derived from governmental payors, limiting
the rate of revenue growth.

"The negative outlook reflects S&P's concern about the hospital's
recruiting challenges, declining volume, and operating losses,"
said Standard & Poor's credit analyst Antionette Maxwell.  "We
expect management will be able to increase revenue through volume
growth primarily on outpatient services, while curbing costs to
minimize operating losses," said Ms. Maxwell.

West Branch has some flexibility to resolve its operating
pressures, while maintaining the current 'BB' rating.  However,
should the balance sheet deteriorate further and operating losses
increase within the next two years, a rating change may be
warranted.

A pledge of gross receipts of the John Tolfree Health System,
which is the parent of the 88-bed West Branch Regional Medical
Center in Ogemaw County, Michigan, secures the bonds.  Other
entities of the system include an outpatient diagnostic facility,
a hospice, and a foundation.


KAINOS PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Kainos Partners Holding Company, LLC
        26 Parkway Commons Drive
        Greer, SC 29650

Bankruptcy Case No.: 09-12292

Chapter 11 Petition Date: July 6, 2009

Court: United States Bankruptcy Court
       District of Delaware

Judge: Brendan Linehan Shannon

Company Description: The Company operates 56 franchised
                     Dunkin' Donuts locations in New York,
                     South Carolina and Nevada.

Debtor's Counsel: Joseph J. Bodnar, Esq.
                  Law Offices of Joseph J. Bodnar
                  2101 North Harrison Street, Suite 101
                  Wilmington, DE 19802
                  Tel: (302) 652-5506
                  Fax: (320) 213-2709
                  Email: jbodnar@BodnarLaw.net

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

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

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Bart Thorne, President & CEO of the
company.


KELLWOOD CO: Talks With Bondholders Fail; Bankruptcy Imminent
-------------------------------------------------------------
St. Louis Business Journal reports that Kellwood Co. may have to
file for Chapter 11 bankruptcy, after failing to reach an
agreement with its bondholders.

Kellwood has a $140 million bond issue that matures on Wednesday,
The Wall Street Journal relates.  According to WSJ, Kellwood tried
to defer the bond payment by swamping it with bonds that mature in
2014 with sweetened terms.  Deutsche Bank, the largest bondholder,
decided not to tender the offer, WSJ states.

According to WSJ, Kellwood has hired financial advisers to
restructure its debt.

WSJ says that Kellwood has $500 million in debt and
$800 million in annual sales.

Headquartered in St. Louis, Missouri, Kellwood Company
-- http://www.kellwood.com/-- is a marketer of apparel and
consumer soft goods.  Specializing in branded products, the
company markets to all channels of distribution with products and
brands tailored to each specific channel.


KUSHNER-LOCKE: Files Joint Chapter 11 Plan of Reorganization
------------------------------------------------------------
The Kushner-Locke Company and its affiliates filed a proposed
joint Chapter 11 plan of reorganization on July 10, 2009, with the
U.S. Bankruptcy Court for the Central District of California.  A
disclosure statement with respect to the Joint Plan has still to
be filed by the Debtors.

Pursuant to the Plan, interests in Kushner Locke will be cancelled
and holders thereof will not receive or retain and distributions
on account of their Interests.  Holders are deemed to have
rejected the Plan.  As for holders of subordinated debt claims,
they will likewise not receive any distributions under the Plan
because the contractual subordinated provisions that apply to
those claims will be enforced.

Each holder of a general unsecured claim will receive its pro rata
share of Class B Units of the Reorganized Debtor in full and
complete satisfaction of each allowed Class 5 claim.  Thereafter,
the holders thereof will receive distributions and allocations in
accordance with the Reorganized Debtor's Operating Agreement.

Secured lenders, with allowed claims of $76,121,267, will receive:

    i) to the extent not previously delivered to the Agent or
       disposed of and the proceeds thereof delivered to the
       Agent, 100% of the stock of the Debtors in First
       Advantage Corporation,

   ii) 100% of the Class A Units of the Reorganized Debtor, and

  iii) the Amended and Restated Debt.

All payments required to be made under the Plan will be made from
the Reorganized Debtor's cash on hand as of the Plan's Effective
Date, as well as Cash generated from the Reorganized Debtor's
operations and liquidation of assets following the Effective Date,
including, without limitation, the liquidation of Reserved
Recovery Rights.

After the confirmation date, but before the Effective Date,
Kushner Locke will establish the Reorganized Debtor, to be known
as Kushner Locke LLC, executing the Reorganized Debtor's Operating
Agreement and contributing $1,000 to the Reorganized Debtor in
exchange for 100% of the Class A Units and 100% of the Class B
Units, all having the terms set forth in the Reorganized Debtor's
Operating Agreement and all to be distributed in accordance with
the terms of the Plan.

On the Effective Date, Kushner Locke will assign to the
Reorganized Debtor all of Kushner Locke's assets including,
without limitation, all of the stock of the Debtors owned by
Kushner Locke, the Interests in the Retained Non-Debtor
Affiliates owned by Kushner Locke, all property subject to options
granted to third parties, all litigation claims, all rights to
acquire property, all executory contracts which have been assumed,
all postpetition contracts and leases, and all Cash, but excluding
the FIRST ADVANTAGE Stock, the Interests in the Reorganized Debtor
owned by Kushner Locke, and any Interests in any Non-Debtor
Affiliates other than the Retained Non-Debtor Affiliates.

             Classification of Claim and Interests

The Plan places the various claims against and interests in the
Detors into 8 classes and sub-classes:

  Class          Description                     Treatment
  -----    --------------------------   ----------------------
  1    Secured Lenders Claims         Impaired.  Entitled to
                                      Vote.

  1A   Secured Claims of the Guilds   Impaired.  Entitled to
                                      Vote.

  2    Other Secured Claims           Unimpaired.  Not Entitled
                                      to Vote.

  3    Other Priority Claims          Unimpaired.  Not Entitled
                                      to Vote.

  4    Convenience Class of General   Impaired.  Entitled to
                                      Vote.
         Unsecured Claims

  5    General Unsecured Claims       Impaired.  Entitled to
                                      Vote.

  6    Subordinated Debt Claims       Impaired. Deemed to
                                      Reject.

  7    Kushner Locke Interests        Impaired. Deemed to
                                      Reject.
        Holders

                             Cramdown

Pursuant to the "cramdown" provisions of the Bankruptcy Code, the
Debtors may seek confirmation of the Plan, despite the non-
acceptance of one or more impaired Classes of Claims and or
Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of Debtors' Joint Chapter 11 Plan, dated
July 10, 2009, is available at:

          http://bankrupt.com/misc/kushner.plan.pdf

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for Chapter 11 protection
on November 21, 2001 (Bankr. C.D. Calif. Lead Case No. 01-44828).
Carol Chow, Esq., Marina Fineman, Esq., and Charles Axelrod, Esq.,
at Stutman, Treister & Glatt; and Mara Mornet-Ritt, Esq., at
Brandon & Morner-Ritt, represent the Debtors in their
restructuring efforts.  Jeremy V. Richards, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the official committee of
unsecured creditors as counsel.


LAVIGNE INC: Liquidity Crisis Leads to Ch 11 Filing; To be Sold
---------------------------------------------------------------
Matthew L. Brown at Worcester Business Journal reports that
LaVigne Inc. has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Massachusetts due to
"liquidity crisis."

LaVigne listed $1 million to $10 million in assets and $1 million
to $10 million in liabilities.  According to Business Journal,
LaVigne's largest unsecured creditor is INS LLC, which owns 10
Coppage Dr., where LaVigne Inc. is headquartered, and is owed
$235,571 in lease payments.  Business Journal states that Toby
LaVigne, the Company's owner, is listed as the manager for INS
LLC.

LaVigne said in court documents that its board of directors
decided that the best course of action is to sell the Company to
Wakefield digital printing company HubCast Inc.  According to
Business Journal, LaVigne has sought the Court's permission to
hire Axia Advisors for $10,000 to handle its sale to HubCast.

John J. Monaghan at Holland & Knight LLP assists LaVigne in its
restructuring efforts.

Worcester, Massachusetts-based LaVigne, Inc., dba LVI Print
Optimization, fka LaVigne Press, Inc., is a printing services
firm.


LAKE AT LAS VEGAS: Exclusive Plan Filing Period Expired June 30
---------------------------------------------------------------
Las Vegas Joint Venture, LLC, and its affiliated debtors'
exclusive periods to propose a plan and solicit acceptances
thereof expire June 30, 2009, and August 28, 2009, respectively,
according to the U.S. Bankruptcy Court for the District of
Nevada's order granting the Debtors a fifth extension of their
exclusive periods.

The fifth extension motion was filed on May 29, 2009, and the
order was issued on July 2, 2009.  So far the Debtors have not
filed a plan although they indicated in their last extension
motion that absent extraordinary circumstances, this would be
their final request for an extension of their exclusivity periods.

In their motion, the Debtors related that they have achieved broad
consensus regarding most aspects of a draft Chapter 11 plan of
reorganization, but a "handful of material issues" still needs to
be resolved before a fully consensual plan can be filed with the
Court.

                     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.

Lake at Las Vegas and its affiliates 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,
serve as the Debtors' counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LEAR CORP: Intends to Employ A&M as Restructuring Advisors
----------------------------------------------------------
Lear Corp. and its affiliates seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ Alvarez &
Marsal North America, LLC, as their restructuring advisor, nunc
pro tunc to the Petition Date.  The Debtors have selected Alvarez
and Marsal because of the firm's wealth experience in providing
advisory services in restructuring and reorganizations and
excellent reputation for services it rendered in large and
complex Chapter 11 cases.

As restructuring advisor, Alvarez & Marsal will:

  (a) work with the Debtors' senior management and the Debtors'
      advisors with respect to financial planning alternatives;

  (b) assist the Debtors and their advisors with the enhancement
      of its cash management analysis and strategies;

  (c) assist the Debtors in preparing finance-related
      disclosures required by the Court, including the schedules
      of assets and liabilities, the statement of financial
      affairs and monthly operating reports;

  (d) assist in preparing financial information for distribution
      to creditors and others, including cash flow projections
      and budgets, cash receipts and disbursement analysis,
      analysis of various asset and liability accounts and
      analysis of proposed transactions for which Court approval
      is sought;

  (e) attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committee appointed in the Chapter 11 Cases, the
      U.S. Trustee, other parties-in-interest and professionals;

  (f) analyze creditor claims by type, entity and individual
      claim and assist in developing databases, as necessary, to
      track those claims;

  (g) assist Debtors' management team and counsel focused on the
      coordination of resources related to the ongoing
      reorganization effort; and

  (h) render other general business consulting or assistance as
      the Debtors' management or counsel may deem necessary,
      consistent with the role of a restructuring advisor and
      not duplicative of services provided by other
      professionals in the Chapter 11 proceeding.

The Debtors will pay Alvarez & Marsal based on the firm's current
hourly rates:

   Professional            Range
   ------------            -----
   Managing Directors     $500-$775
   Directors              $330-$660
   Associates             $275-$450
   Analysts               $175-$350

The Debtors will also reimburse Alvarez & Marsal's reasonable,
out-of-pocket expenses.

The Debtors have paid Alvarez & Marsal an advance retainer for
$400,000.  The Debtors and Alvarez & Marsal have agreed that any
portion of the advance payments not used will be held and applied
against its final postpetition billing and will not be placed in
a separate account.

Pursuant to an Engagement Letter, the parties agreed that:

  (1) Alvarez & Marsal will not be entitled to indemnification,
      contribution or reimbursement unless approved by the
      Court;

  (2) The Debtors will have no obligation to indemnify Alvarez &
      Marsal or provide contribution or reimbursement for any
      claim or expense that is either: (i) judicially determined
      to have arisen from the firm's gross negligence or willful
      misconduct; (ii) for a contractual dispute in which the
      Debtors allege the breach of Alvarez & Marsal's
      contractual obligations unless the Court determines that
      indemnification, contribution or reimbursement would be
      permissible; or (iii) settled prior to a judicial
      determination as to Alvarez & Marsal's gross negligence or
      willful misconduct, but determined by the Court, after
      notice and a hearing to be a claim or expense for which
      the firm should not receive indemnity, contribution or
      reimbursement under the terms of the Engagement Letter;
      and

  (3) If, before the earlier of (i) the entry of an order
      confirming a Chapter 11 plan in the Debtors' cases and
     (ii) the entry of an order closing the Chapter 11 Cases,
      Alvarez & Marsal believes that it is entitled to the
      payment of any amounts by the Debtors on account of the
      Debtors' indemnification, contribution or reimbursement
      Obligations Alvarez & Marsal must file an application with
      the Court, and the Debtors may not pay those amounts
      before the entry of an order by the Court approving the
      payment.

Kevin M. Kuby, managing director of Alvarez & Marsal North
America, LLC, in New York, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         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 Employ Bodman LLP as Michigan Counsel
-----------------------------------------------------------
Lear Corp. and its affiliates seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ Bodman LLP
as their special Michigan counsel, nunc pro tunc to the Petition
Date pursuant to Section 327(e) of the Bankruptcy Code.

The Debtors  believe the retention of Bodman will enhance the
ability of Kirkland & Ellis LLP to represent them generally and
to assist them in carrying out their duties during the Chapter 11
cases.   The Debtors have selected Bodman because of the firm's
recognized expertise and extensive experience and knowledge in
the representation of automotive suppliers.

The Debtors request that Bodman render legal services in the
areas of Operational Support and Counseling and Real Estate and
Environment.  Currently, Bodman provides Employment and Labor and
General Corporate Services to the Debtors.

Specifically, Bodman will, among other things:

  (a) continue to provide, at a fixed fee of $975,000 per annum,
      an experienced group of attorneys to support the North
      American operations of Lear's Global Seating Division and
      Global Electrical and Electronics Division with
      ordinary course commercial matters, including contract
      preparation and review, customer/vendor disputes,
      bankruptcy claims, consignment/bailment arrangements,
      tooling/equipment acquisition, replevin actions, service
      agreements, product integrity/liability matters, and
      general counseling and training;

  (b) continue to provide, at a fixed fee of $200,000 per annum,
      one or more partially dedicated lawyer to provide services
      for Lear's real estate needs and one partially dedicated
      lawyer to provide services for Lear's environmental needs;

  (c) provide, on an Hourly Rate basis, an experienced and
      focused group of attorneys to provide advice and
      counseling and perform legal services relating to all
      North American employment and labor matters, including
      collective bargaining arrangements, employment/labor
      disputes, EEOC complaints and compliance;

  (d) provide, on an Hourly Rate basis, an experienced and
      focused group of attorneys to support general corporate
      and transactional matters, including contract review,
      joint venture and strategic alliance transactions,
      acquisition and divestiture transactions, significant
      equipment leases, corporate record-keeping and other
      similar items;

  (e) provide all ordinary course litigation; and

  (f) provide non-routine legal services.

The Debtors propose to pay Bodman based on the firm's current
hourly rates:

   Professional                         Rate
   ------------                         ----
   Partners                             $230-$550
   Of counsel                           $225-$370
   Senior Attorneys and associates      $180-$255
   Paraprofessionals                    $100-$175

The Debtors will also reimburse Bodman for its expenses.

On March 2, 2009, the Debtors note, they have paid Bodman a
retainer of $200,000 for professional services and out-of-pocket
expenses.  Moreover, the Debtors say they have paid Bodman an
additional $45,000 on June 25, 2009.

Robert J. Diehl, Jr., Esq., a partner at Bodman LLP, in Detroit,
Michigan, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         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: Obtains Interim Approval to Limit Trading of Securities
------------------------------------------------------------------
Lear Corp. and its affiliates have incurred, and are currently
incurring, significant net operating and capital losses.  As of
December 31, 2008, the Debtors had NOL carryforwards of
approximately $690,000,000, and foreign tax credit, minimum tax
credit and general business tax credit carryforwards of
approximately $190,000,000.

Accordingly, the Debtors sought and obtained an interim order
from the U.S. Bankruptcy Court for the Southern District of New
York, authorizing them to protect and preserve their valuable tax
attributes, including NOL carryforwards and Tax Credit
carryforwards, by establishing notification and hearing
procedures regarding the trading of Common Stock that must be
complied with before certain trades or transfers of the
securities become effective.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
relates that if no restrictions on trading are imposed by the
Court, that trading could severely limit or even eliminate the
Debtors' ability to use their Tax Attributes, a valuable asset of
the Debtors' estates, which could lead to significant negative
consequences for the Debtors, their estates, and the overall
reorganization process.

The Tax Attributes are of significant value to the Debtors and
their estates because the Debtors are permitted to carry forward
their NOLs to offset their future taxable income for up to 20
taxable years, and can carryforward their Tax Credits for varying
periods of time, to directly offset their federal tax liability,
thereby reducing their future aggregate tax obligations.  Those
Tax Attributes may also be utilized by the Debtors to offset any
taxable income or federal tax obligation generated by
transactions completed during the Chapter 11 Cases.  According to
Mr. Kieselstein, the Debtors' Tax Attributes could result in a
future U.S. federal income tax savings of approximately
$431,000,000.  In addition, the Debtors have significant Tax
Attributes for U.S. state income tax purposes that the Debtors
seek to protect and preserve.

Mr. Kieselstein notes that unrestricted trading of the Debtors'
Common Stock could adversely affect the Debtors' ability to use
its Tax Attributes if (a) too many 5% or greater blocks of Common
Stock are created or (b) too many shares are added to or sold
from those blocks, together with previous trading by 5%
shareholders during the preceding three-year period, an ownership
change within the meaning of Section 382 of the Internal Revenue
Code of 1986 is triggered prior to emergence and outside the
context of a confirmed Chapter 11 plan.

Mr. Kieselstein asserts that by establishing procedures for
continuously monitoring the trading of Common Stock, the Debtors
can preserve their ability to seek substantive relief at the
appropriate time, particularly if it appears that additional
trading may jeopardize the use of their Tax Attributes.

Accordingly, the Debtors propose these procedures:

  (1) Any entity who currently is or becomes a Substantial
      Shareholder must file with the Court, and serve upon
      counsel to the Debtors, a declaration of that status, on
      or before the later of: (i) 40 days after the date the
      notice of Order approving the Motion is served; and (ii)
      10 days after becoming a Substantial Shareholder.

  (2) Before effectuating any transfer of Common Stock that
      would result in an increase in the amount of Common Stock
      of which a Substantial Shareholder has Beneficial
      Ownership or would result in an entity becoming a
      Substantial Shareholder, that Substantial Shareholder must
      file with the Court, and serve upon counsel to the
      Debtors, an advance written declaration of the intended
      transfer of Common Stock.

  (3) Before effectuating any transfer of Common Stock that
      would result in a decrease in the amount of Common Stock
      of which a Substantial Shareholder has Beneficial
      Ownership or would result in an entity ceasing to be a
      Substantial Shareholder, that Substantial Shareholder must
      file with the Court, and serve upon counsel to the
      Debtors, an advance written declaration of the intended
      transfer of Common Stock.

  (4) The Debtors will have 15 calendar days after receipt of a
      Declaration of Proposed Transfer to file with the Court
      an objection to any proposed transfer of Common Stock
      on the grounds that transfer might adversely affect the
      Debtors' ability to utilize their Tax Attributes.  If the
      Debtors file an objection, that transaction would not be
      effective unless the objection is withdrawn by the Debtors
      or the transaction is approved by a final order of the
      Court that becomes nonappealable.  If the Debtors do not
      object, the transaction could proceed solely as set forth
      in the Declaration of Proposed Transfer.

"Substantial Shareholder" refers to any entity that has
Beneficial Ownership of at least 3,700,000 shares of Common
Stock.  "Beneficial Ownership" of Common Stock includes direct
and indirect ownership, ownership by the holder's family members
and entities acting in concert with that holder to make a
coordinated acquisition of stock and ownership of shares that
that holder has an option to acquire.  An "Option" to acquire
stock includes any contingent purchase, warrant, convertible
debt, put, stock subject to risk of forfeiture, contract to
acquire stock or similar interest, regardless of whether it is
contingent or otherwise not currently exercisable.

A final hearing on the Motion will be held on July 30, 2009.
Objection deadline is on July 23.

                         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: Proposes to Continue Loans to Foreign Units
------------------------------------------------------
Lear Corp. and its non-debtor foreign affiliates engage in
certain usual and customary business practices in the ordinary
course of their businesses that govern the various intercompany
relationships among them, including, among other practices:

  * participating in certain intercompany trading relationships,
    like certain Non-Debtor Foreign Affiliates' manufacturing
    component parts for assembly by certain Debtors;

  * utilizing certain Debtors' intellectual property and
    corporate resources; and

  * making capital or equity contributions, dividend
    distributions and intercompany loans.

Intercompany Loans are made by and among both the Debtors and
Non-Debtor Foreign Affiliates in the ordinary course of business
to fund operations and to fund capital expenditures.  The Debtors
and Non-Debtor Foreign Affiliates are also in the process of
undertaking certain closures and transfers as part of their
ongoing operational restructuring program, which require
additional funding.

While the Debtors expect that other Non-Debtor Foreign Affiliates
will attempt to assist in providing required short-term financing
to the Non-Debtor Foreign Affiliates who require assistance,
those amounts may not be sufficient to meet all needs, and the
Debtors must be able to provide short-term financing themselves.

Furthermore, under applicable foreign law governing their
jurisdictions, some of the Non-Debtor Foreign Affiliates could be
restricted from providing that financing.

The Debtors forecast that the peak funding requirements of
certain Non-Debtor Foreign Affiliates in 2009 will include, among
others:

  (a) approximately $126 million for Lear Corporation GmbH, a
      German subsidiary;

  (b) approximately $16 million for Lear Corporation Holdings
      Spain S.L., a Spanish subsidiary; and

  (c) approximately $33 million for Lear Corporation (Shanghai)
      Limited, a Chinese subsidiary.

In addition to the Intercompany Loans, the Debtors relate that
they owe net prepetition payables to the Non-Debtor Foreign
Affiliates of approximately $19.2 million.  The Prepetition
Payables are the result of intercompany transactions made in the
ordinary course of business between the Debtors and the Non-
Debtor Foreign Affiliates, including, among others, minimal
receipts from customers accepted by the Debtors on behalf of Non-
Debtor Foreign Affiliates and payments for services rendered or
products supplied by the Non-Debtor Foreign Affiliates to the
Debtors.  The Debtors relate that payment of the Prepetition
Payables will preserve the Non-Debtor Foreign Affiliates' EBITDAR
and the equity interests of the Debtors in the Non-Debtor Foreign
Affiliates.

According to Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in
New York, without the ability to timely continue the Debtors'
current intercompany practices or pay the Prepetition Payables,
the Debtors may be forced to shut down certain Non-Debtor
Foreign Affiliates because those Non-Debtor Foreign Affiliates
may be unable to procure goods and services from their vendors.
Those foreign vendors may also commence involuntary insolvency
proceedings against the Non-Debtor Foreign Affiliates upon
default of payment obligations, Mr. Kieselstein adds.  The
shutdown of any of the Non-Debtor Foreign Affiliates could
profoundly impact the Debtors' relationships with various
significant customers and impede their reorganization efforts,
Mr. Kieselstein asserts.

Additionally, the inability to provide short-term financing may
cause a number of services currently provided to the Debtors at
reasonable or nominal costs to be disrupted.  Finally, should one
Non-Debtor Foreign Affiliate, due to the commencement of an
insolvency filing or in an attempt to prevent that insolvency
filing, seek the payment of intercompany receivables from a Non-
Debtor Foreign Affiliate in another jurisdiction, that action
could trigger a domino effect throughout the Non-Debtor Foreign
Affiliates.

Accordingly, the Debtors sought and obtained the Court's
authority to continue their Intercompany Practices, on an interim
basis.

A final hearing on the request will be held on July 30, 2009.
Objection deadline is on July 23.

                         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: To Pay Outstanding Obligations to Employees
------------------------------------------------------
Lear Corp. and its affiliates employ approximately 5,500 employees
in the U.S. and Canada, of which approximately 3,700 are paid on
an hourly basis, while approximately 1,800 are paid a salary.
Although the Debtors have paid their wage, salary and other
Employee obligations in accordance with their ordinary
compensation schedule prior to the Petition Date, certain
prepetition Employee Obligations may nevertheless be due and
owing.

The Debtors relate that majority of their Employees rely
exclusively on their compensation, benefits, employee programs
and reimbursement of expenses provided by the Debtors to satisfy
their daily living expenses.  Consequently, these Employees will
be exposed to significant financial difficulties if the Debtors
are not permitted to honor obligations to the Employees for
unpaid compensation, benefits and reimbursable expenses.

The Debtors assert that if they are unable to satisfy those
obligations, Employee morale and loyalty will be jeopardized at a
time when Employee support is critical.

For this reason, the Debtors sought and obtained an interim order
from the Court, authorizing them to:

  (a) pay certain prepetition wages, salaries and other
      compensation, taxes, withholdings and reimbursable
      expenses;

  (b) pay and honor obligations relating to medical and other
      benefits programs; and

  (c) continue their employee benefit programs on a postpetition
      basis.

                      Employee Obligations

A. Unpaid Compensation.  The Debtors have gross payroll expenses
  of approximately $26,000,000 in the U.S. and approximately
  CND5,200,000 per month in Canada.  In addition, the Debtors
  incur compensation obligations to temporary workers and their
  independent contractor for approximately $135,000 per week.
  As of the Petition Date, the Debtors estimate that
  approximately $3,500,000 in prepetition wages, salaries,
  Temporary Agency Fees, independent contractor fees and other
  cash compensation remains unpaid to U.S. Employees and
  approximately CND300,000 of unpaid compensation is due and
  owing to Canadian Employees.

B. Directors' Compensation.  The Debtors' parent company, Lear
  Corporation, maintains a board of directors comprised of one
  employee director and eight non-Employee directors.  Non-
  Employee Directors receive an annual retainer of $36,000, with
  the chair of the audit committee receiving an additional
  $16,000 and the chairs of the compensation committee and
  nominating and corporate governance committees and the
  presiding Director each receiving an additional $8,000.  Non-
  Employee Directors also receive $800 to $1,200 for each board
  or committee meeting attended.  The Debtors estimate that the
  amount of their first payment on account of these restricted
  cash grants, at the end of January 2011, will be
  approximately $200,000.  The Debtors' Employees who serve as
  Directors receive no compensation for their services on the
  board of directors.

C. Deductions and Withholdings.  During each applicable pay
  period, the Debtors routinely deduct certain amounts
  from U.S. Employees' paychecks, including, without limitation,
(a) garnishments, child support and similar deductions and (b)
  other pre-tax and after-tax deductions payable pursuant to
  certain of the Employee benefit plans.  The Debtors estimate
  that, as of the Petition Date, $260,000 in Deductions for U.S.
  Employees and CND50,000 in Deductions for Canadian Employees
  may not have been forwarded to the appropriate third-party
  recipients.

D. Union Dues.  Approximately 1,950 U.S. Employees and 1,000
  Canadian Employees are union members.  On average, the
  Debtors make contributions of union dues of approximately
  $69,000 per month for U.S. union Employees and approximately
  CND45,000 per month for Canadian union Employees.  As of the
  Petition Date, the Debtors estimate that they owe
  approximately $30,000 on account of prepetition unpaid union
  dues for U.S. Employees and approximately CND45,000 for
  Canadian Employees.

E. Reimbursement of Expenses.  As of the Petition Date, the
  Debtors have approximately $250,000 in pending requests for
  expense reimbursement from U.S. Employees and CND34,000 from
  Canadian Employees.

F. Prepetition Incentive Programs.  To encourage Employees to
  maximize value for the Debtors' business, the Debtors maintain
  a number of employee incentive programs.  The programs
  are an important component of Employee compensation and bring
  substantial value to the estates because they align Employees'
  incentives with those of the Debtors and encourage Employees
  to achieve goals beneficial to the business as a whole.  The
  Debtors' Incentive Programs include Valued Employee Plan,
  Long-term Stock Incentive Plan, and Management Stock Purchase
  Plan.

                       Employee Benefits

The Debtors offer their Employees the ability to participate in a
number of insurance and benefits programs, including, among other
things, Medical Plans, Prescription Drug Plan, Dental Plan, and
Vision Plan.  The Debtors also provide Workers' Compensation,
Employee Savings and Retirement Plans, Vacation and other Leaves
of Absence, Employee Savings and Retirement Plans, Severance and
Additional Employee Benefits.

Prior to the Court's entry of its Interim Order, the Debtors
sought an emergency interim relief authorizing them to honor
prepetition employee obligations underlying the employees'
uncashed checks and directing financial institutions to honor any
uncashed checks.  However, the Debtors have withdrawn the
Emergency Motion and have incorporated the relief requested in
the Emergency Motion to the Wages Motion.

A final hearing to consider the Wages Motion will be held on
July 30, 2009, at 10:00 a.m.  Objection deadline is on July 23.

                         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)


LEHMAN BROTHERS: Court Approves Returns of Funds by 5 Parties
-------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., obtained the
U.S. Bankruptcy Court for the Southern District of New York's
approval of the stipulations he entered into with these parties
concerning the return of funds erroneously transferred to LBI's
bank accounts:

Parties                                           Amount
-------                                        -----------
Diamondback Capital Management LLC              $3,054,049
Deutsche Bank AG                                13,540,000
Morgan Stanley & Co. Incorporated                1,184,550
FPCM Inflation-Linked Opportunities Fund Ltd.      380,000
Deutsche Bank AG                                 1,883,968

Mr. Giddens is awaiting the Court's approval of the stipulations
he entered into with Diamondback Fixed Income Master Fund
Limited, which erroneously transferred $4,734,861 to LBI's bank
accounts.

                    About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court Denies Teva Request for Payment to Account
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the motion of Teva Pharmaceutical Works Company and Teva
Hungary Pharmaceutical Marketing Private Limited Company to
direct future dividend payments, for the benefit of TPW, to an
account other than one maintained at Lehman Brothers Inc.

Teva Pharmaceutical Works Company and Teva Hungary Pharmaceutical
Marketing Privat Limited Company asked the Court for authority to
direct postpetition dividend payments for the benefit of TPW to an
account other than one maintained at Lehman Brothers Inc.

The Teva Entities are Hungarian companies that, prior to the
Petition Date, entered into separate corporate client agreements
with LBI pursuant to which LBI agreed to act as the entities'
broker and dealer.  The Accounts remain with LBI and were not
transferred to Barclays in connection with the sale of LBI to
Barclays in September 2008.

As of the Petition Date, the TPW Account holds, among others,
1,066,680 shares of Teva Pharmaceutical Industries, Ltd.-ADR, and
cash or cash equivalents of not less than $687,590.  The
aggregate value of the Account, as of the Petition Date, was not
less than $51,184,221.

The Teva Hungary Account holds 472,886 shares of TPI and cash or
cash equivalents of not less than $304,826 as of the Petition
Date.

TPI has informed the Teva Entities that it has declared a further
dividend to shareholders and may make future dividend
distributions to shareholders.  The Teva Entities assert that LBI
has no interest in those future transfers and the funds at issue
are not assets of LBI's estate.

The Teva Entities contended that if the Court does not approve
their requests, the dividend distributions would result in a
forced transfer to the Accounts.  Any requirement to force the
Teva Entities to receive the future transfers into the Accounts
would be tantamount to a forced advance of funds by TPW to LBI,
the Teva Entities said.  They added that that forced deposit would
further cause them immediate harm and deprive them from access to
their property.

                    About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: Files Amended Schedules of Assets And Debts
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed in
the U.S. Bankruptcy Court for the Southern District of New York,
their amended schedules of assets and liabilities:

Debtors                                    Assets    Liabilities
-------                                    ------    -----------
Lehman Brothers Holdings Inc.    $212,004,764,262   $235,515,629
Lehman Brothers Special Financing  48,548,582,515   Undetermined
Lehman Commercial Paper Inc.       25,067,499,333   Undetermined
Lehman Brothers Commodity Services  6,522,809,738   Undetermined
Lehman Brothers Commercial Corp.    5,286,753,850   Undetermined
Lehman Brothers OTC Derivatives     1,882,805,656   Undetermined
LB 745 LLC                            767,737,576   Undetermined
Structured Asset Securities Corp.     625,122,397   Undetermined
Lehman Brothers Financial Products    553,500,877   Undetermined
Lehman Brothers Derivative Products   413,564,686   Undetermined
Luxembourg Residential Properties
Loan Finance S.a.r.l.               337,747,000   Undetermined
East Dover Limited                    109,776,742   Undetermined
Lehman Scottish Finance L.P.           62,187,046   Undetermined
BNC Mortgage LLC                       18,093,970   Undetermined
CES Aviation LLC                       21,906,792   Undetermined
LB Rose Ranch LLC                       9,267,698   Undetermined
CES Aviation IX LLC                     6,030,465   Undetermined
CES Aviation V LLC                      3,007,655   Undetermined

Copies of the summary of the Debtors' schedules of assets and
liabilities are available for free at:

  http://bankrupt.com/misc/Lehman_SAL_BNC.pdf
  http://bankrupt.com/misc/Lehman_SAL_CESAviation.pdf
  http://bankrupt.com/misc/Lehman_SAL_CESAviationIX.pdf
  http://bankrupt.com/misc/Lehman_SAL_CESAviationV.pdf
  http://bankrupt.com/misc/Lehman_SAL_EastDover.pdf
  http://bankrupt.com/misc/Lehman_SAL_LB745.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBCommercial.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBCommodity.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBDerivative.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBFinancialProducts.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBHI.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBOTC.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBRose.pdf
  http://bankrupt.com/misc/Lehman_SAL_LBSF.pdf
  http://bankrupt.com/misc/Lehman_SAL_LCPI.pdf
  http://bankrupt.com/misc/Lehman_SAL_LehmanScottish.pdf
  http://bankrupt.com/misc/Lehman_SAL_Luxembourg.pdf
  http://bankrupt.com/misc/Lehman_SAL_SASC.pdf

                    About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Terminates 10 Admin. Agent Positions
----------------------------------------------------------
Lehman Commercial Paper Inc. filed a notice in the U.S. Bankruptcy
Court for the Southern District of New York, identifying the
administrative agent positions that it has terminated by
transfer, assignment or resignation from February 17 to June 18,
2009:

Borrower                        Date      New Agent
--------                      --------    ---------
Alliance Laundry Holdings LLC 03/12/09    Bank of America
Domino's Pizza VFN            03/24/09    No agent
Entegra TC LLC                03/26/09    Barclays
Delek US Holdings Inc.        03/30/09    Repaid
CDW Corporation               03/31/09    Morgan Stanley
Archstone-Smith Trust         04/01/09    Bank of America
Syniverse Holdings Inc.       05/04/09    Bank of America
Capital Automotive LLC (CARS) 06/01/09    Barclays
Verint Systems Inc.           06/04/09    Credit Suisse
MEG Energy                    06/08/09    Barclays

LCPI filed the notice pursuant to the Court's order dated
October 6, 2008, which order authorized it to continue using its
bank accounts.

                    About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LENNAR CORP: Posts $125,185,000 Net Loss for Qtr. Ended May 31
--------------------------------------------------------------
Lennar Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the three months
ended May 31, 2009.

Lennar reported a net loss of $125,185,000 for the three months
ended May 31, 2009, compared to $120,916,000 for the same period
last year.  It posted a net loss of $281,114,000 for the six
months ended May 31, 2009, compared to $209,132,000 for the same
period last year.

At May 31, 2009, the Company had $7,282,987,000 in total assets;
$4,642,482,000 in total liabilities and $158,499,000 in minority
interest; resulting in $2,482,006,000 in stockholders' equity.

Lennar relates that its unsecured revolving credit facility
consists of a $1.1 billion revolving credit facility that matures
in July 2011.  As of May 31, 2009, to be able to borrow under the
Credit Facility, Lennar was required to first use cash in excess
of $750 million.  As of May 31, 2009, Lennar had no availability
to borrow under the Credit Facility.

The Credit Facility is guaranteed by substantially all of Lennar's
subsidiaries. Interest rates on outstanding borrowings are LIBOR-
based, with margins determined based on changes in Lennar's credit
ratings, or an alternate base rate.

During the six months ended May 31, 2009, Lennar did not have any
borrowings under the Credit Facility. During the six months ended
May 31, 2008, the average daily borrowings under the Credit
Facility were $42.6 million.  At May 31, 2009 and November 30,
2008, Lennar had no outstanding balance under the Credit Facility.
However, at May 31, 2009, and November 30, 2008, $223.4 million
and $275.2 million, respectively, of Lennar's total letters of
credit outstanding were collateralized against certain borrowings
available under the Credit Facility.

Lennar's performance letters of credit outstanding were
$118.5 million and $167.5 million, respectively, at May 31, 2009
and November 30, 2008.  Its financial letters of credit
outstanding were $238.7 million and $278.5 million, respectively,
at May 31, 2009 and November 30, 2008.  Performance letters of
credit are generally posted with regulatory bodies to guarantee
Lennar's performance of certain development and construction
activities and financial letters of credit are generally posted in
lieu of cash deposits on option contracts.

At May 31, 2009, Lennar believes it was in compliance with debt
covenants.  Under the Credit Facility agreement, Lennar is
required to maintain a leverage ratio of less than or equal to 55%
at the end of each fiscal quarter during the 2009 fiscal year and
a leverage ratio of less than or equal to 52.5% for the 2010
fiscal year and through the maturity of the Credit Facility in
2011.  If Lennar's adjusted consolidated tangible net worth, as
calculated per the Credit Facility agreement, falls below $1.6
billion, the Credit Facility would be reduced from $1.1 billion to
$900.0 million.  In no event may Lennar's adjusted consolidated
tangible net worth, as calculated per the Credit Facility
agreement, be less than $1.3 billion.

A full-text copy of Lennar's Form 10-Q report is available at no
charge at http://ResearchArchives.com/t/s?3f1b

                      About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
Company's homes and others.

                        *     *     *

As reported by the Troubled Company Reporter on April 28, 2009,
Moody's Investors Service assigned a B3 rating to the new
$400 million senior unsecured note offering of Lennar Corporation.
At the same time, Moody's affirmed the company's existing ratings,
including its corporate family rating at B2, the ratings on its
various issues of senior unsecured notes at B3, and its
speculative grade liquidity rating at SGL-2.  The ratings outlook
is changed to stable from negative.

According to the TCR, Fitch Ratings assigned a 'BB+' rating to
Lennar Corp.'s $400 million, 12.25% senior notes due June 1, 2017.
The Rating Outlook is Negative.

The TCR reported that Standard & Poor's Ratings Services also
assigned its 'BB-' rating to Lennar Corp.'s $400 million 12.25%
senior unsecured note issue, due 2017.  Concurrently, Standard &
Poor's determined that the debt offering and other recently
disclosed events would not immediately affect its corporate credit
rating on Lennar.


LENNAR CORP: Sets Aside $39.8-Mil. to Repair 400 Fla. Homes
-----------------------------------------------------------
James R. Hagerty at The Wall Street Journal reports that Lennar
Corp. has set aside $39.8 million to repair 400 homes in Florida
which it identified as having defective Chinese drywall.
According to WSJ, complaints about odors and corrosion linked to
defective drywall have been increasing for months.

Lennar said in a filing with the U.S. Securities and Exchange
Commission that adjustments to pre-existing warranties from
changes in estimates for the three and six months ended May 31,
2009, include an adjustment for warranty issues related to drywall
manufactured in China and purchased and installed by various of
the Company's subcontractors.  Defective Chinese drywall appears
to be an industry-wide issue as other homebuilders have publicly
disclosed that they are experiencing similar issues with defective
Chinese drywall.

As of May 31, 2009, the Company had identified 400 homes delivered
in Florida primarily during its 2006 and 2007 fiscal years that
are confirmed to have defective Chinese drywall and resulting
damage.  This represents a small percentage of homes the Company
delivered in Florida (2.1%) and nationally (0.5%) during those
fiscal years in the aggregate.

Based on its efforts to date, the Company has not identified
defective Chinese drywall in homes delivered by the Company
outside of Florida.  The Company is currently unable to reasonably
estimate its future exposure relating to defective Chinese
drywall.  However, the Company is continuing its investigation of
homes it delivered during the relevant time period in order to
determine whether there are additional homes, not yet inspected,
with defective Chinese drywall and resulting damage.  The outcome
of the Company's inspections might require it to increase its
warranty reserve in the future.

Through May 31, 2009, the Company has accrued $39.8 million of
warranty reserves related to homes identified as having defective
Chinese drywall.  As of May 31, 2009, the warranty reserve, net of
payments, was $34.4 million.  The Company has a $20.7 million
receivable for covered damages under its insurance coverage
relative to the cost it expects to incur in remedying the homes
confirmed to have defective Chinese drywall and resulting damage.
The Company is seeking reimbursement from its subcontractors,
insurers and others for costs the Company expects to incur to
investigate and repair defective Chinese drywall and resulting
damage.

                       About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
Company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on April 28, 2009,
Moody's Investors Service assigned a B3 rating to the new
$400 million senior unsecured note offering of Lennar Corporation.
At the same time, Moody's affirmed the company's existing ratings,
including its corporate family rating at B2, the ratings on its
various issues of senior unsecured notes at B3, and its
speculative grade liquidity rating at SGL-2.  The ratings outlook
is changed to stable from negative.

According to the TCR, Fitch Ratings assigned a 'BB+' rating to
Lennar Corp.'s $400 million, 12.25% senior notes due June 1, 2017.
The Rating Outlook is Negative.

The TCR reported that Standard & Poor's Ratings Services also
assigned its 'BB-' rating to Lennar Corp.'s $400 million 12.25%
senior unsecured note issue, due 2017.  Concurrently, Standard &
Poor's determined that the debt offering and other recently
disclosed events would not immediately affect its corporate credit
rating on Lennar.


LINCOLN NATIONAL: Fitch Assigns 'BB+' Rating on $950 Mil. Stock
---------------------------------------------------------------
Fitch Ratings has assigned Lincoln National Corporation's
$950 million issuance of fixed rate cumulative perpetual preferred
stock under the U.S. Treasury's Capital Purchase Program a rating
of 'BB+' with a Negative Rating Outlook.

LNC announced a series of capital raising initiatives in a press
release on June 15, 2009.  The capital raising initiatives
included the issuance of $600 million in new common equity, up to
$500 million in new senior unsecured debt, and approximately
$950 million in new preferred stock issued under the CPP.  The
announcement that it has entered into a letter agreement with the
U.S. Treasury and issued and sold the preferred stock for
$950 million in cash completes the previously announced
initiatives.

While LNC continues to face considerable challenges, primarily
related to the impact capital market turmoil has had on the
company's capital position and operating performance, Fitch takes
a positive view of initiatives management has taken thus far to
bolster capital and adjust to the current uncertain operating
environment.  Fitch believes that these initiatives have enhanced
near-term financial flexibility in a period of challenging capital
markets access and could ultimately help stabilize ratings.
However, Fitch expects the effect of the ongoing recession and
capital market turmoil to continue to pressure LNC and its peers,
and the company's ratings are being affirmed at their current
levels to reflect these ongoing risks.

The Negative Outlook for LNC's ratings reflects Fitch's view that
near-term adverse financial market and recessionary economic
conditions will likely continue for an extended period.  As a
result, Fitch believes LNC could experience higher-than-expected
volatility in financial results and capital.

Fitch's ratings on LNC are supported by the company's longstanding
strong competitive position in the life insurance and annuity
market, strong and diverse distribution network, strong management
team and historically solid operating performance.  These
positives are tempered somewhat by the current weak economic and
capital market conditions, as well as challenges LNC faces with
respect to strong competition in the life insurance and asset
accumulation sectors, particularly in the affluent market segment
that LNC has targeted, and the degree to which the company's
earnings continue to be leveraged to the equity markets.

Lincoln National Corp., headquartered in Radnor, Pennsylvania,
markets a broad range of insurance and asset accumulation products
and financial advisory services primarily to the affluent market
segment.  On March 31, 2009, the company reported consolidated
assets of $157.4 billion and common equity of $7.3 billion.

Fitch rates LNC's issuance 'BB+' with a Negative Outlook:

  -- $950 million cumulative perpetual preferred stock.


LLS-A LLC: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: LLS-A, L.L.C.
                dba The Little Loan Shoppe
                1801 W. Broadway
                Spokane, WA 99201-1874

Case Number: 09-03910

Involuntary Petition Date: July 10, 2009

Court: Eastern District of Washington (Spokane/Yakima)

Petitioners' Counsel: Nancy L. Isserlis, Esq.
                      nli@winstoncashatt.com
                      Winston and Cashatt PS
                      601 W Riverside Avenue, Suite 1900
                      Spokane, WA 99201-0695
                      Tel: (509) 838-6131
                      Fax: (509) 838-1416

   Petitioners                 Nature of Claim     Claim Amount
   -----------                 ---------------     ------------
Joe Nelson                     breach of contract   $749,000
1400 W. Washington St. #104-125
Sequim, WA 98382

Sound Investment Co.           breach of contract   $695,000
P.O. Box 333
Squamish, WA 98392

Mohsen Bagherian               breach of contract   $1,500,000
863 Collins Rd.
Colorado Springs, CO 80920

Mark Bigelow                   breach of contract   $15,000
97 Willow Road
Sanbornton, NH 03269


MAGNA ENTERTAINMENT: Files Sixth Default Status Report
------------------------------------------------------
Magna Entertainment Corp. has filed its sixth bi-weekly default
status report under National Policy 12-203 of the Canadian
Securities Administrators.  MEC said that it would not be filing
its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, nor would it be filing quarterly reports on
Form 10-Q, with the U.S. Securities and Exchange Commission or the
Canadian securities regulators during the period it continues to
operate its business as a debtor-in-possession under the United
States Bankruptcy Code.  Since disclosing the first notice of
default on March 26, 2009, and filing its first default status
report on April 7, 2009, its second default status report on April
28, 2009, its third default status report on May 29, 2009, its
fourth default status report on June 12, 2009, and its fifth
default status report on June 26, 2009, there have not been any
material changes to the information contained therein, nor any
failure by MEC to fulfill its intentions stated therein, and there
are no additional defaults or anticipated defaults subsequent
thereto.  The Company intends to file its next default status
report on July 24, 2009.

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

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

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

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

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


MAMMOTH SAN JUAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mammoth San Juan Capistrano I LLC
        29222 Rancho Viejo Rd Ste 203
        San Juan Capistrano, CA 92675

Case No.: 09-16836

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

Chapter 11 Petition Date: July 8, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Thomas Corcovelos, Esq.
                  Corcovelos Law Group
                  1001 Sixth St., Ste 150
                  Manhattan Beach, CA 90266

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

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

The petition was signed by Robert L. Wish.

The Debtor's 20 Largest Unsecured Creditors:

  Entity                      Nature of Claim      Claim Amount
  ------                      ---------------      ------------
Mammoth Equities, LLC                                 $1,098,600
29222 Rancho Viejo
San Juan Capistrano,
CA 92675

Pacific Mercantile Bank                               $942,334
450 Newport Center
Drive Ste 100
Newport Beach, CA
92660

Mr. Robert L. Wish                                    $150,000

Mammoth Equities Property                             $148,444
Mgmt Inc.

ThyssenKrupp Elevator                                 $2,250

Hopart Inc.                                           $2,003

Richard Cohen Landscape                               $1,858


The Ritz Companies                                    $10,052

Terra Pacific Landscape                               $2,619

Water Sytems Maintenance                              $1,143

Big Mike Electric                                     $787

California Coast Plumbers                             $560

Access Security Controls                              $495

Western Exterminator Co.                              $490

Bishop Networks                                       $300

Law Offices of Dan Carlton                            $300

California Backflow Service                           $250

PennySaver                                            $226

First American Fire Safety                            $200

Cox Communication                                     $187


METALDYNE CORP: Court OKs August 3 Auction for Chassis Business
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Bankruptcy
Court for the Southern District of New York has approved an
auction process for Metaldyne Corp.'s chassis business even though
the autoparts supplier has not reached an agreement with a buyer.
Having a party signed to a contract to be the stalking horse
bidder would allow Metaldyne to sell its assets to that bidder,
absent any bids, or higher or better bids, at an auction.  If
another party emerges as the winning bidder, the stalking horse
bidder would receive a break-up fee.

Metaldyne said that 16 potential buyers signed a confidentiality
agreement; three interested buyers for the business merged; and a
non-binding letter of intent was reached with Washington-based
Carlyle Group.  The Debtor, however, was unable to reach to terms
of a purchase agreement with Carlyle.

Under the Court-approved procedures, bids are due by July 31, and
an auction will be held August 3.  The Court will consider the
results of the auction on August 4.  Metaldyne has the right to
designate a potential buyer as stalking horse that would qualify
for a breakup fee, according to Bloomberg's Bill Rochelle.

Metaldyne is already scheduled to conduct an auction on July 24
for its power-train business.  Brussels-based RHJ International
already signed a contract to pay $100 million, including
$25 million in cash, a $50 million note, the rollover of a
$20 million note owed by a German subsidiary and debt assumption.
Competing bids are due July 23.  The sale approval hearing is on
July 27.

                  About Metaldyne Corporation

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

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

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

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


MIDWAY GAMES: Redstone Wants Committee Suit Dismissed
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Sumner Redstone and
the companies he controls ask the U.S. Bankruptcy Court for the
District of Delaware to dismiss an adversary proceeding commenced
by the official committee of unsecured creditors of Midway Games
Inc. against them.

According to Mr. Rochelle, Mr. Redstone alleges that the complaint
has no foundation in Delaware law and asserts that that the
Committee's theory is "flatly contrary to the principles governing
the rights and duties of a controlling shareholder."  He explains
that Delaware corporate law "does not require the stockholders to
sacrifice their own legitimate economic interest in order to
benefit the corporation."  Mr. Redstone asserts that a controlling
shareholder has the "right to sell its stock when it is in its
best interest to do so."

The Creditors Committee has reached a settlement with another
defendant in the lawsuit, Mark Thomas.  As reported by the TCR on
July 7, the Bankruptcy Court has authorized the Committee to enter
into a settlement with Mr. Thomas.  Mr. Thomas, according to the
Committee, paid Redstone $100,000 in November 2008 to buy MR.
Redstone's 87% ownership of Midway plus a secured claim for $30
million and a $40 million unsecured claim.  The settlement has Mr.
Thomas waiving the entire $40 million unsecured claim and reducing
the secured claim to $5 million from $30 million.

                        Committee's Lawsuit

The Creditors Committee filed a suit before the Bankruptcy Court
against former majority shareholder Sumner Redstone, current owner
Mark Thomas, and members of its board for a series of "disastrous
and ill advised financial transactions" that occurred in 2008.

The Committee alleged that the defendants entered into
transactions that generated more than $700 million in tax losses,
which enabled them to obtain a massive tax refund.  The
transactions, the Committee says, have caused the Debtors to lose
the ability to take advantage of their valuable accumulated net
operating losses and other tax assets.  The Committee questioned
the Board's decision to seek $90 million from Mr. Redstone's
National Amusements Inc. when the Company was already in perilous
financial shape.

According to the Committee, the transactions benefited the
Redstone entities, and Mr. Thomas, to detriment of the Debtors.
The Board either approved of the deals or looked other way --
taking no steps to investigate and unwind them -- the Committee
argued.

The Committee told the Court that the Board put the interest of
Mr. Redstone above the Debtors' interest, and directed an
apparently insolvent company to enter into a transaction with
Mr. Redstone, that piled $70 million in additional debt on the
struggling Debtors.

Mr. Redstone secretly transferred his 87% stake in Midway and his
interest in the $70 million of debt owed to National Amusements,
in exchange for the de minimis amount of $100,000, the Committee
pointed out.

Mr. Thomas took over the $70 million in debt -- consisting of a
$40 million unsecured claim and $30 million secured claim -- owed
to National Amusements.  According to Chicago Tribune, Mr. Thomas'
secured claim put him ahead of all other unsecured creditors in
the bankruptcy.

The defendants are:

A. Redstone Defendants

   -- National Amusements Inc.;
   -- Sumco Inc.;
   -- Sumner M. Redstone 2003 trustee; and
   -- Sumner M. Redstone.

B. Thomas Defendants

   -- Acquistion Holdings Subsidiary I LLC;
   -- MT Acquisition Holdings LLC; and
   -- Mark E. Thomas.

C. Board Defendants

   -- Shari E. Redstone;
   -- Robert J. Steele;
   -- Joseph A. Califano;
   -- Robert N. Waxman;
   -- William C. Bartholomay; and
   -- Peter C. Brown.

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ)  --
http://www.midway.com/-- headquartered in Chicago, Illinois, with
offices throughout the world, develops and publishes interactive
entertainment software for major videogame systems and personal
computers.

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

The Bankruptcy Court has authorized Midway Games to sell key
assets to an affiliate of Time Warner Inc. for $33 million plus
accounts receivable.


MILACRON INC: Creditors, Retirees Seek Reversal of Sale Order
-------------------------------------------------------------
The Official Committee of Unsecured Creditors and a group of
retirees in the bankruptcy cases of Milacron Inc. and its
affiliates ask the U.S. Bankruptcy Court for the Southern District
of Ohio to reconsider its order approving the sale of
substantially all of the Debtors' assets to the stalking horse
bidder, MI 363 Bid LLC -- a company formed by affiliates of Avenue
Capital Group, certain funds or accounts managed by DDJ Capital
Management LLC and certain other entities that together hold
approximately 93% of the Company's 11-1/2% Senior Secured Notes.

The Creditors Committee and retirees remind the Court that "the
Bankruptcy Code and applicable case law preclude the approval of a
363 sale unless there is a fair and reasonable accommodation for
unsecured creditors."  The Committee argues that the actual value
of Milacron's assets exceeds $400 million "if the Debtors'
businesses were marketed on a business by business basis with the
assurance to potential bidders that each of the businesses would
be sold to the bidder who offered the best price (that is, without
the need to combine the bid with other bids or to deal with a
potential credit bid by the Stalking Horse)."  The Buyers offered
$175 million.

The Committee offered to accept a contingent recovery structured
as "a minority percentage of any value in excess of what was
necessary to pay secured creditors, including the Stalking Horse,
in full" rather that a carve out (which it alleges is the
"traditional means of satisfying" the fair and reasonable
accommodation requirement), according to Net Dockets.  That offer
was rejected by Milacron's lenders, according to the Committee.
Moreover, the Committee alleges that the lenders "refused to
engage in any discussions whatsoever regarding a fair and
reasonable accommodation for unsecured creditors that might
satisfy this requirement of the Bankruptcy Code and applicable
case law."

The Committee and retirees, according to Net Dockets, raised the
fair and reasonable accommodation argument, on which they
"recognize that there is not a consensus among the courts and
legal authorities" and acknowledge that the "issue has not been
addressed by the Sixth Circuit," in their objections and
acknowledge that a "sale is clearly necessary."  Nonetheless, they
argue that the court should reconsider its approval of the sale
unless the purchaser agrees to provide some consideration to
unsecured creditors.

As reported by the Troubled Company Reporter on July 2, 2009,
Milacron said in a filing with the Securities and Exchange Company
that the Debtors and the Purchaser entered into Amendment No. 2 to
the Purchase Agreement.  Among other things, the Amendment (i) set
the Closing Date for July 16 or the later date as specified
obligations and conditions of the parties are satisfied or waived
and (ii) restructured the transaction as a reorganization under
section 368(a)(1)(G) of the United States Internal Revenue Code.

At a hearing held on June 26, 2009, the Court approved the sale of
substantially all of the Debtors' assets to the Purchaser pursuant
to the Purchase Agreement.

The Purchase Agreement had been subject to higher offers from
other parties, which were solicited in accordance with bid
procedures approved by the Court.  The Debtors did not receive any
higher offers on or prior to the June 24, 2009, bid deadline
established by the Court and therefore requested Court approval of
the sale pursuant to the Purchase Agreement at the June 26
hearing.

A full-text copy of the Amendment No. 2 to Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?3e79

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MOUNT HOLLY PARTNERS: Case Summ. & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Mount Holly Partners, LLC
        c/o Keith Barton & Assoc
        859 West South Jordan Parkway
        South Jordan, UT 84095

Case No.: 09-27185

Chapter 11 Petition Date: July 9, 2009

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

Judge: R. Kimball Mosier

Debtor's Counsel: Douglas R. Short, Esq.
                  Keith Barton & Associates PC
                  859 West South Jordan Parkway, Suite 200
                  South Jordan, UT 84095
                  Tel: (801) 755-3955
                  Fax: (801) 858-3771
                  Email: DOUGS@KEITHBARTONLAW.COM

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

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

The petition was signed by Stephen R. Jenson, the Company's chief
executive officer.

The Debtor's 20 Largest Unsecured Creditors:

  Entity                    Nature of Claim        Claim Amount
  ------                    ---------------        ------------
Litchfield Capital, LLC        Acquisition         $35,000,000
1635 N. Greenfield Road        financing
Suite 115
Mesa, AZ 85205

AMDS Holdings, LLC/            Loan               Approx.
Bridlepath, LLC                                    $18,000,000
25 West 40th Street                               Secured
3rd Floor                                         nature
New York, NY 10018                                disputed
                                                  collateral
                                                  value
                                                  $10 million
                                                  to
                                                  $200 million]

MHU Holdings, LLC              Loan               Approx.
24 West 40th Street                               $4,100,000
3rd Floor
New York, NY 10018

Nimbus Loan Fund, LLC          Loan               Approx.
c/o Wade Woodard                                  $4,000,000
802 W. Bannock, Suite 500
Boise, ID 83702

Robert W. O'Neel, III          Loan               Approx.
712 5th Avenue, 45th Floor                        $1,300,000
New York, NY 10019

Eastmont Enterprises           Loans              Approx.
5819 Kerry Circle                                 $990,970
Murray, UT 84107

Pearson Law, P.C.              Services           Approx.
10421 S. Jordan Gateway                           $550,000
Ste. 600
Salt Lake City, UT 84095

Risun Technologies             Engineering        Approx.
3567 West 6160 South           Services           $523,000
Murray, UT 84107

Dow Jones Co.                  Trade Debt         Approx.
1155 Avenue of the Americas                       $505,000
New York, NY 10036

MSF Properties, L.C.           Loan               Approx.
c/o Wade Woodard                                  $400,000
802 W. Bannock, Suite 500
Boise, ID 83702

Holladay Bank & Trust          Loan               Approx.
2020 Fast 4800 South                              $350,000
Salt Lake City, UT 84117

Don Brady Design               Trade Debt         Approx.
1301 South 2100 East                              $350,000
Salt Lake City, UT 84108

Interform                      Services and       Approx.
1264 West 50 South             Materials          $270,000
Centerville, UT 84014

Jack Johnson Engineering       Engineering        Approx.
1777 Sun Peak Drive            Services           $261,000
Park City, UT 84098

The Exoro Group                Services           Approx.
10 West 100 South, Suite 300                      $256,000
Salt Lake City, UT 84101

Ted Ligety/US Ski Team         Trade Debt         Approx.
600 Corporate Plaza                               $250,000
76 St. Paul Street
Burlington, VT 05401

Smith Hartvigsen PLLC          Services           Approx.
                                                  $238,000

CPB Development, LC            Trade Debt         Approx.
                                                  $176,000

Curtco Publishing              Trade Debt         Approx.
                                                  $155,000

Trophy Mountain Homes          Trade Debt         Approx.
                                                  $60,000


NANOGEN INC: Says $25MM Sale Proceeds Not Enough to Pay Creditors
-----------------------------------------------------------------
Management of Nanogen, Inc., believes there will be no value for
common stockholders of Nanogen in the bankruptcy liquidation
process.  Stockholders of a company in Chapter 11 generally
receive value only if all claims of its secured and unsecured
creditors are fully satisfied.  Nanogen believes that the claims
of Nanogen's creditors will not be fully satisfied, even after
completion of the Section 363 Sale or future sales of remaining
assets, if any, in the liquidation process.

On July 2, 2009, pursuant to an Asset Purchase Agreement dated
May 13, 2009, as amended, Nanogen and its subsidiaries Epoch
BioSciences, Inc., and Nanotronics, Inc., completed the sale of
substantially all of their assets to Financiere Elitech SAS and
its designee DxCon, Inc.

The sale was conducted under the provisions of Section 363 of the
U.S. Bankruptcy Code and approved by the United States Bankruptcy
Court for the District of Delaware on June 24, 2009.

The aggregate gross purchase price for the Section 363 Sale is
$25,685,000.

The sale concludes the disposition of substantially all of the
assets of Nanogen and its U.S. subsidiaries.

Elitech plans to operate the Nanogen molecular diagnostics
business including Nanogen Advance Diagnostics (Italy) and the
Bothell, Washington units.  DxCon, Inc., will operate the rapid
diagnostics business based out of San Diego, California.

On July 6, 2009, Nanogen filed with the Delaware Secretary of
State a Certificate of Amendment of Restated Certificate of
Incorporation of Nanogen, Inc., amending its Restated Certificate
of Incorporation to change its corporate name from "Nanogen, Inc."
to "Ngen, Inc.".

                        About Nanogen Inc.

Headquartered in San Diego, California, Nanogen, Inc. (Other OTC:
NGEN.PK) -- http://www.nanogen.com/-- develops diagnostic
products that enable physicians to deliver improved patient care.
Its products allow faster and easier diagnosis, treatment and
monitoring of cardiovascular disease and a range of infectious
diseases.  The company's products include molecular diagnostic
kits and reagents, and kits for rapid point-of-care testing.
Nanogen has pioneered the development of biomarkers, molecular
biology technologies and nanotechnology to bring better results to
diagnostics and healthcare.

The Company and its affiliates filed for Chapter 11 on May 13,
2009 (Bankr. D. Del. Lead Case No. 09-11696).  Karen B.
Skomorucha, Esq., Ricardo Palacio, Esq., and William Pierce
Bowden, Esq., at Ashby & Geddes, P.A., represent the Debtors in
their restructuring efforts.  The Debtors disclosed assets and
debts both ranging from $10 million to $50 million.


NEW VISION: Reaches Deal With Lenders on Bankruptcy Plan
--------------------------------------------------------
New Vision Television, which owns and operates 14 major network-
affiliated television stations across the United States, announced
July 13 agreement with its first and second lien debt holders on a
comprehensive financial restructuring plan.  The plan will
eliminate all of New Vision's debt and guaranteed obligations of
more than $400 million, provide New Vision with capital to ensure
the Company's uninterrupted business operations, and begin a pre-
arranged, consensual bankruptcy proceeding in the United States
Bankruptcy Court, District of Delaware.

"This agreement is powerful news for New Vision's employees,
advertisers and business partners," said Jason Elkin, Chief
Executive Officer of New Vision.  "Our daily business operations
will not miss a beat: Jobs and benefits for our employees will be
intact; advertisers will continue to receive top customer service;
and our stations will continue to invest in best-in-class local
news coverage and other programming.  And as soon as the pre-
arranged court process has ended, New Vision will emerge as a
nimble, well-financed company -- with some of the best management
and employees in the business -- poised to take advantage of
future growth opportunities."

"New Vision is one of the many highly-leveraged American companies
that, even when outperforming their industries, are unable to
manage high debt service costs in these difficult economic times,"
continued CEO Jason Elkin.  "New Vision is a very strong company,
with great employees, loyal advertisers, committed local
audiences, and valuable geographic and network diversification
among our stations.  Today New Vision is acting decisively to
restructure our debt and strengthen our balance sheet so that our
proven and strong business model will once again be the focus of
our operations."

New Vision Television is the third station ownership group led by
Jason Elkin and an experienced management team. Mr. Elkin's first
two station groups were both highly successful. New Vision 3 was
formed in July 2006.

New Vision's filing with the U.S. Bankruptcy Court under Chapter
11 of the Bankruptcy Code has the support of New Vision's first
lien and second lien debt holders.  New Vision has at the same
time secured approximately $30 million in new financing, providing
additional liquidity to fund the company's continued operations
and growth.

New Vision will consistently update its employees, advertisers and
business partners at newvisiontv.com/restructuring. New Vision has
also created a hotline to help answer questions about the
restructuring process: 1-888-855-0777. Finally, New Vision
employees and other interested parties can receive Twitter updates
by following newvisiontv.

"Everyone at New Vision appreciates the confidence our debt
holders are showing in our management, our employees and our
fundamentally sound business," concluded Mr. Elkin. "This legal
process, which we expect to conclude within a couple of months,
will allow New Vision to emerge in the strongest possible position
- a better-financed, more agile company able to serve its clients
and customers, produce and purchase the best programming, and
focus on new acquisitions."

Moelis & Company is serving as financial advisor to New Vision
Television, and Locke Lord Bissell & Liddell is serving as legal
counsel for the restructuring.

                  About New Vision Television

With corporate offices in Atlanta and Los Angeles, New Vision
Television and its predecessor companies have owned and operated
more than 30 television stations across the country since 1993.


NORTH AMERICAN TECH: Needs Cash; $2MM Loan Due October 31
---------------------------------------------------------
North American Technologies Group, Inc., has admitted to
significant cash needs.  In a regulatory filing with the
Securities and Exchange Commission, the Company said that on
October 31, 2009, it will be required to repay a $2,000,000 bridge
loan, together with interest.  The Company also has a commitment
to pay in 2009 approximately $740,000 for the remaining purchase
price of equipment on order with a supplier.  The Company is
required to pay quarterly interest in cash on the construction
loan with Opus 5949 LLC.  Additionally, the Company will have to
fund its working capital needs, potential operating losses, and
capital expenditures.

The Company said its viability and ability to pay or refinance its
debt obligations, particularly to repay the Bridge Loan, together
with interest thereon, to pay quarterly interest, in cash, on the
Construction Loan, and to maintain adequate liquidity, depend on a
number of factors.  The factors include the ability to maintain
adequate production volumes, the reduction of equipment failures
that disrupt production, the willingness of customers to continue
to purchase ties and pay prices that yield positive gross margins,
the willingness of customers to agree upon an orderly schedule for
the replacement of ties that the Company has agreed to replace,
the procurement of raw materials at reasonable prices, and the
continued collection of accounts receivable in a timely manner.
The Company's inability to achieve any of the factors could, and
most likely would, have a material and adverse effect on its
liquidity.  There can be no assurances that the Company's
activities will be successful or that the Company will ultimately
achieve sustained profitability.  Accordingly, the Company may
have to continue funding future cash needs through financing
activities.

To date, the Company has no financing arrangements and no
commitments to obtain any financing arrangements.  There can be no
assurance that the Company will be able to secure financing and
that financing, if secured, will contain terms which are favorable
to the Company and be sufficient to enable the Company to fund
operations, and pay debts and other liabilities.  If the Company
raises capital by issuing new common stock or securities
convertible into common stock, the percentage ownership of its
current stockholders would be reduced, unless the existing
stockholders participate in providing such additional capital.
Also, any new securities may have rights, preferences or
privileges senior to those of current common stockholders.

The uncertainty of achieving profitability or obtaining additional
financing raises substantial doubt about the Company's ability to
continue as a going concern.

As reported by the Troubled Company Reporter on July 9, 2009, the
Company's balance sheet showed $15,163,882 in total assets and
$24,953,909 in total liabilities, resulting in $9,790,027 in
stockholders' deficit at March 29, 2009.

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

The Company posted a net loss of $1,359,937 for the three months
ended March 29, 2009, compared to a net income of $173,481 for the
three months ended March 30, 2008.  During the six months ended
March 29, 2009, the Company incurred a net loss of $2,833,373
compared to a net loss of $766,072 for the six months ended March
30, 2008.  In addition, it is likely that the Company will incur
losses for the foreseeable future.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3ec2

                 About North American Technologies

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

                        Going Concern Doubt

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


NOVADEL PHARMA: Inks Stock Purchase Agreement with Seaside 88
-------------------------------------------------------------
NovaDel Pharma Inc., reports that on June 26, 2009, it entered
into a Common Stock Purchase Agreement with Seaside 88, LP,
relating to the offering and sale of a total of up to 13,000,000
shares of the Company's common stock, $0.001 par value per share.

The Agreement requires the Company to issue and sell to Seaside
500,000 shares of the Company's Common Stock once every two weeks,
subject to the satisfaction of customary closing conditions, for
26 closings over a 52-week period.

At the initial closing, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock during the trading day immediately prior to
the initial closing date.  At each subsequent closing, on each
14th day thereafter, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock for the 10-day trading period immediately
preceding each subsequent closing date.

If, with respect to any subsequent closing, the volume weighted
average trading price of the Company's Common Stock for the three
trading days immediately prior to such closing is below $0.25 per
share, then the particular subsequent closing will not occur and
the aggregate number of Shares to be purchased shall be reduced by
500,000 shares of Common Stock.

In addition, the Agreement provides that Seaside will not be able
to purchase, and the Company will not be able to issue and sell,
in the aggregate, more than 19.9% of the Company's outstanding
shares of Common Stock as of the date of the Agreement.

The Agreement provides that the Company may, at its sole
discretion, upon thirty days' prior written notice to Seaside,
terminate the Agreement after the fifth subsequent closing and
prior to the sixth subsequent closing.  The Agreement contains
customary representations and warranties and covenants for each
party, which must be true and have been performed at each closing.
In addition, Seaside has agreed not to engage in short sales of
the Company's Common Stock during the term of the Agreement.

The Company has agreed to indemnify and hold harmless Seaside
against certain liabilities in connection with the issuance and
sale of the Shares under the Agreement.  The Company expects the
initial closing to occur, subject to the satisfaction of customary
closing conditions, after receipt of NYSE Amex approval.  Assuming
a volume weighted average trading price of $0.31 per share, and an
offering price of $0.27 per share at the initial closing, the
Company expects to raise approximately $135,000 at the initial
closing, before estimated offering expenses, from the sale of the
shares of Common Stock at such closing.

The Offering is made pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-159485), which was declared
effective by the Securities and Exchange Commission on June 23,
2009.  The Company, pursuant to Rule 424(b) under the Securities
Act of 1933, will file with the Securities and Exchange Commission
a prospectus supplement relating to the Offering.

                       About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE
Alternext: NVD) -- http://www.novadel.com/-- is a specialty
pharmaceutical company developing oral spray formulations for a
broad range of marketed drugs.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.

At March 31, 2009, the Company had $5,209,000 in total assets and
$10,300,000 in total liabilities, resulting in $5,091,000
stockholders' deficiency.


NOVASTAR FINANCIAL: Amster and Igdaloff Elected as Directors
------------------------------------------------------------
NovaStar Financial, Inc., reports that at the Company's Annual
Meeting of Shareholders on June 25, 2009, the holders of the
Company's 8.90% Series C Cumulative Redeemable Preferred Stock,
par value $0.01 per share elected Howard Amster and Barry Igdaloff
as directors of the Company to serve until such time that that all
dividends accumulated and due on the Series C Preferred Stock have
been paid fully paid.

As certified by the Inspector of Election for the meeting, a
quorum was present and the results of the voting were:

    NAME                     FOR    AGAINST    ABSTAIN
    ----                     ---     ------    -------
Howard Amster          1,060,296     71,000    157,822
Barry Igdaloff         1,158,456     72,800    149,041
Glenn S. Gardipee        122,093     87,517    440,994
Frankie Adamo              9,300     89,350    444,582
Philip F. Sidotti          4,376     92,474    444,882
Bridget B. Bruch          16,557    138,508    395,665
Paul J. Floto            438,565     65,881    327,823

NovaStar Financial, Inc., originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  NovaStar retained, through
its mortgage securities investment portfolio, significant
interests in the nonconforming loans it originated and purchased,
and through its servicing platform, serviced all of the loans in
which it retained interests.  During 2007 and early 2008, it
discontinued mortgage lending operations and sold mortgage
servicing rights which subsequently resulted in the closure of its
servicing operations.

Deloitte and Touche LLP, in Kansas City, Missouri, in its
May 26, 2009 report, raised substantial doubt about the Company's
ability to continue as a going concern.  The auditor cited the
Company's recurring losses, negative cash flows, shareholders'
deficit and the lack of significant operations.


NOVASTAR FIN'L: March 31 Balance Sheet Upside-Down by $973 Million
------------------------------------------------------------------
Novastar Financial, Inc.'s balance sheet at March 31, 2009, showed
total assets of $1,817,858,000 and total liabilities of
$2,791,587,000, resulting in a shareholders' deficit of
$973,729,000.

For three months ended March 31, 2009, the Company posted a net
loss of $91,698,000 compared with a net loss of $282,669,000 for
the same period in the previous year.

The Company related that as of July 10, 2009, it has $20.7 million
in cash on hand, including restricted cash of $6.1 million.  In
addition to its operating expenses, which range from $750,000 to
$1.5 million per month, the Company has quarterly interest
payments due on its trust preferred securities.  The next payment
on the trust preferred securities is due on September 30, 2009,
and totals $0.2 million.  The Company's current projections
indicate sufficient available cash and cash flows from its
mortgage assets to meet these payment needs.  However, its
mortgage asset cash flows are volatile and uncertain in nature,
and the amounts it receives could vary materially from its
projections.

"Therefore, no assurances can be given that it will be able to
meet its cash flow needs, in which case the Company would be
required to seek protection of applicable bankruptcy laws," the
Company said.

                  Junior Subordinated Debentures

NFI's wholly owned subsidiary NovaStar Mortgage, Inc., has roughly
$77.4 million in principal amount of unsecured notes outstanding
to NovaStar Capital Trust I and NovaStar Capital Trust II, which
secure trust preferred securities issued by the Trusts.  NFI has
guaranteed NMI's obligations under the Notes.

NMI failed to make quarterly interest payments that were due on
March 30, April 30, June 30, July 30, September 30, October 30,
and December 30, 2008, and January 30 and March 30, 2009 totaling,
for all payment dates combined, approximately $6.1 million on the
Notes.  As a result, NMI was in default under the related
indentures and NFI was in default under the related guarantees as
of March 31, 2009.

On September 12, 2008, a petition for involuntary Chapter 7
bankruptcy entitled In re NovaStar Mortgage, Inc. (Case No. 08-
12125-CSS) was filed against NMI by the holders of the trust
preferred securities in U.S. Bankruptcy Court for the District of
Delaware in Wilmington, Delaware.  The filing did not include NFI
or any other subsidiary or affiliate of NFI.

On February 18, 2009, the Company, NMI, the Trusts and the trust
preferred security holders entered into agreements to settle the
claims of the trust preferred security holders arising from NMI's
failure to make the scheduled quarterly interest payments on the
Notes.  As part of the settlement, the existing preferred
obligations would be exchanged for new preferred obligations.  The
settlement and exchange were contingent upon, among other things,
the dismissal of the involuntary Chapter 7 bankruptcy.

On March 9, 2009, the Bankruptcy Court entered an order dismissing
the involuntary proceeding.  On April 24, 2009, the parties
executed the necessary documents to complete the Exchange.  On the
Exchange Date, the Company paid interest due through December 31,
2008, in the aggregate amount of $5.3 million.  In addition, the
Company paid $0.3 million in legal and administrative costs on
behalf of the Trusts.

The new preferred obligations require quarterly distributions of
interest to the holders at a rate equal to 1.0% per annum
beginning January 1, 2009, through December 31, 2009, subject to
reset to a variable rate equal to the three-month LIBOR plus 3.5%
upon the occurrence of an "Interest Coverage Trigger."  For
purposes of the new preferred obligations, an Interest Coverage
Trigger occurs when the ratio of EBITDA for any quarter ending on
or after December 31, 2008, and on or prior to December 31, 2009,
to the product as of the last day of such quarter, of the stated
liquidation value of all outstanding 2009 Preferred Securities (i)
multiplied by 7.5%, (ii) multiplied by 1.5 and (iii) divided by 4,
equals or exceeds 1.00 to 1.00.  Beginning January 1, 2010, until
the earlier of February 18, 2019 or the occurrence of an Interest
Coverage Trigger, the unpaid principal amount of the new preferred
obligations will bear interest at a rate of 1.0% per annum and,
thereafter, at a variable rate, reset quarterly, equal to the
three-month LIBOR plus 3.5% per annum.

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

             http://ResearchArchives.com/t/s?3f10

                     About Novastar Financial

NovaStar Financial, Inc., originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  NovaStar retained, through
its mortgage securities investment portfolio, significant
interests in the nonconforming loans it originated and purchased,
and through its servicing platform, serviced all of the loans in
which it retained interests.  During 2007 and early 2008, it
discontinued mortgage lending operations and sold mortgage
servicing rights which subsequently resulted in the closure of its
servicing operations.

Deloitte and Touche LLP, in Kansas City, Missouri, in its
May 26, 2009 report raised substantial doubt about the Company's
ability to continue as a going concern.  The auditor cited the
Company's recurring losses, negative cash flows, shareholders'
deficit and the lack of significant operations.


NOVASTAR FINANCIAL: Pays $5MM to Settle HQ Lease Dispute
--------------------------------------------------------
NovaStar Financial, Inc., reports that on June 30, 2009, it
entered into a Release and Settlement Agreement with EHMD, LLC,
EHD Holdings, LLC and EHD Properties, LLC, to settle a lease
dispute on the Company's former principal office space.

The Company agreed to pay EHD $5 million in satisfaction and
payment of past due rent and other charges and expenses due under
the lease.  The Agreement further provides for the mutual release
by the parties of all claims arising under the lease and the
dismissal, with prejudice, of the lawsuits filed by the parties
(consolidated as Case No. 0816-CV2258 in the Circuit Court of
Jackson County, Missouri.  The Agreement does not constitute an
admission of liability by the Company or EHD for any claims made
in the Consolidated Lawsuit.

A full-text copy of the agreement is available at no charge at:

            http://ResearchArchives.com/t/s?3f0c

NovaStar Financial, Inc., originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  NovaStar retained, through
its mortgage securities investment portfolio, significant
interests in the nonconforming loans it originated and purchased,
and through its servicing platform, serviced all of the loans in
which it retained interests.  During 2007 and early 2008, it
discontinued mortgage lending operations and sold mortgage
servicing rights which subsequently resulted in the closure of its
servicing operations.

Deloitte and Touche LLP, in Kansas City, Missouri, in its
May 26, 2009 report, raised substantial doubt about the Company's
ability to continue as a going concern.  The auditor cited the
Company's recurring losses, negative cash flows, shareholders'
deficit and the lack of significant operations.


OPUS WEST: Has $1.28-Bil. in Assets Against $1.46-Bil. in Debts
---------------------------------------------------------------
Opus West Corp. filed a Chapter 11 petition before the U.S.
Bankruptcy Court for the Northern District of Texas, in Dallas,
listing assets of $1.28 billion against debt totaling $1.46
billion.

According to Bill Rochelle at Bloomberg News, the Company said it
is in default on most of the $1.15 billion in loans that it's
guaranteed for affiliates.  The Company said it was unable to
restructure or recapitalize without bankruptcy court protection.
The projects are in California, Arizona and Texas.  Revenue in
fiscal 2008 was more than $405 million for the group.

Opus West is asking a bankruptcy judge to hold a July 14 hearing
to consider approval of bidding procedures on projects it intends
to sell.

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing and/or disposing of real estate development projects
primarily located in the western United States.

Opus West filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex.
Case No. 09-34356).  Clifton R. Jessup, Jr., at Greenberg Traurig,
LLP, represents the Debtors in their restructuring efforts.
Franklin Skierski Lovall Hayward, LLP, is co-counsel to the
Debtors.  Pronske & Patel, P.C. is conflicts counsel.  Chatham
Financial Corp. is financial advisor.  BMC Group is the Company's
claims and notice agent.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Proposes Aug. 26 Auction for Texas and Ariz. Properties
------------------------------------------------------------------
Opus West Corporation and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to
conduct an August 26 auction for:

  * a 1,250,000 square foot industrial land in Lewisville, Texas,
  * a 34-acre property in Gilbert, Arizona,
  * a 25-acre property in Missouri City, Texas,
  * a 7-acre property in Highland, Village Texas,
  * a 2-acre property in Bee Cave, Texas,
  * a 1-acre property in Forth Worth, Texas, and
  * a a $1,324, 495 CFD reimbursement.

According to Opus West, potential purchasers have expressed an
interest in acquiring the Property.  However, none of the parties
have been willing to submit an acceptable offer.  The Debtors
believe that an auction will test and maximize the value of the
Property.

The Debtors propose that an auction, and the hearing to consider
approval of the sale, be held August 26.  Bids will be due August
21.  The Debtors want closing for the sales to occur by August 31.

The Debtors will seek approval of the bidding procedures at a
hearing on July 14.

The sale will be on an "as-is, where-is" basis.

                       About Opus West Corp.

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing and/or disposing of real estate development projects
primarily located in the western United States.

Opus West filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex.
Case No. 09-34356).  Clifton R. Jessup, Jr., at Greenberg Traurig,
LLP, represents the Debtors in their restructuring efforts.
Franklin Skierski Lovall Hayward, LLP, is co-counsel to the
Debtors.  Pronske & Patel, P.C. is conflicts counsel.  Chatham
Financial Corp. is financial advisor.  BMC Group is the Company's
claims and notice agent. As of May 31, Opus West - together with
its non-debtor affiliates - had $1,275,334,000 in assets against
$1,462,328,000 in debts.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Proposes Aug. 26 Auction for Interests in SPEs
---------------------------------------------------------
Opus West Corporation and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to
conduct an August 26 auction of their interests in special purpose
entities owning 45 properties located in Texas, California, and
Arizona.

According to Opus West, potential purchasers have expressed an
interest in acquiring the Property.  However, none of the parties
have been willing to submit an acceptable offer.  The Debtors
believe that an auction will test and maximize the value of the
Property.

The Debtors propose that an auction be held August 26.  Bids will
be due August 21.

The Debtors want a sale hearing on August 27 so that closing for
the sales to occur by August 31.

The Debtors will seek approval of the bidding procedures at a
hearing on July 14.

A list of the SPEs that are offered for sale, together with a copy
of the Bid Procedures, is available for free at:

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

                       About Opus West Corp.

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing and/or disposing of real estate development projects
primarily located in the western United States.

Opus West filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex.
Case No. 09-34356).  Clifton R. Jessup, Jr., at Greenberg Traurig,
LLP, represents the Debtors in their restructuring efforts.
Franklin Skierski Lovall Hayward, LLP, is co-counsel to the
Debtors.  Pronske & Patel, P.C. is conflicts counsel.  Chatham
Financial Corp. is financial advisor.  BMC Group is the Company's
claims and notice agent. As of May 31, Opus West - together with
its non-debtor affiliates - had $1,275,334,000 in assets against
$1,462,328,000 in debts.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: To Sell 50% in Arbowest to Arbeit Investment
-------------------------------------------------------
Opus West Corporation anticipates that without continuing
liquidity, the value of its assets will rapidly diminish and will
more than likely require it to liquidate its assets through
Chapter 7.  Thus, the Debtor, using its business judgment,
marketed its assets to ascertain the highest and best value for
the assets.

The Debtor engaged in extensive discussions with Arbeit Investment
Limited Partnership regarding the sale of the Debtor's assets.
The parties ultimately entered into an asset purchase agreement.

Simultaneously with the execution of the APA, Arbeit has agreed to
lend the Debtor $1,500,000 in exchange for a first-priority
security interest on the purchased assets.

By this motion, Opus West and its affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
sale process for certain assets, under which Arbeit will be the
stalking horse bidder.

The salient terms of the asset purchase agreement are:

    Buyer                 Arbeit Investment LP

    Purchase Price        $1,700,000, with $1,500,000 as credit
                          bid for its secured claim.

    Purchased Assets      50% interest in Arbowest, owner of 50%
                          of the membership interests in Opus
                          Collier, LLC.

    Break Up Fee          Arbeit will receive a 51,000 break up
                          fee, equal to 3% of its offer, in the
                          event the Debtor closes a sale with
                          another party.

    Closing               Not later than Sept. 30, 2009

A copy of the APA is available for free at:

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

The Debtors will still subject the assets to further market test
through an auction.  The Debtors propose that the deadline for
bids be set at August 21, 2009.  Bids must exceed Arbeit's
stalking horse bid by the break up fee plus an overbid amount of
$50,000.  The Debtors propose that the auction be held August 26.
The Debtors will present to the Court the results of the auction
at a sale hearing on August 27.

The Debtors propose that the sale process be approved by the Court
at a hearing on July 14, 2009.  Objections were due July 12.

The Debtors project an August 31 closing of the transaction.

                       About Opus West Corp.

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing and/or disposing of real estate development projects
primarily located in the western United States.

Opus West filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex.
Case No. 09-34356).  Clifton R. Jessup, Jr., at Greenberg Traurig,
LLP, represents the Debtors in their restructuring efforts.
Franklin Skierski Lovall Hayward, LLP, is co-counsel to the
Debtors.  Pronske & Patel, P.C. is conflicts counsel.  Chatham
Financial Corp. is financial advisor.  BMC Group is the Company's
claims and notice agent. As of May 31, Opus West -- together with
its non-debtor affiliates -- had $1,275,334,000 in assets against
$1,462,328,000 in debts.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Proposes Franklin Skierski as Bankruptcy Counsel
-----------------------------------------------------------
Opus West Corporation and its debtor-affiliates ask the U.S
Bankruptcy Court Northern District of Texas for authority to
employ Franklin Skierski Lovall Hayward, LLP, as counsel.

FSLH will, among other things:

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

   b) negotiate, draft, and pursue all documentation necessary in
      the Chapter 11 cases; and

   c) prepare on behalf of the Debtors all applications, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtors' assets.

Peter A. Franklin, III, Esq., a partner at FSLH, tells the Court
that the hourly rates of FSLH are:

     Mr. Franklin                          $400
     Douglas Skierski                      $350
     Erin Lovall                           $300
     Melissa Hayward                       $300

     Legal Assistants/Paralegals           $155

Mr. Franklin adds that prior to Opus West's petition date, FSLH
received various advance retainer payments, a portion of which was
applied in satisfaction of fees and expenses.  As of the petition
date, the retainer balance was $181,137.

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

Mr. Franklin can be reached at:

     Franklin Skierski Lovall Hayward, LLP
     10501 N. Central Expressway, Suite 106
     Dallas, TX 75231
     Tel: (214) 702-4061
     Fax: (214) 723-5345

                       About Opus West Corp.

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing and/or disposing of real estate development projects
primarily located in the western United States.

Opus West filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex.
Case No. 09-34356).  Clifton R. Jessup, Jr., at Greenberg Traurig,
LLP, represents the Debtors in their restructuring efforts.
Franklin Skierski Lovall Hayward, LLP, is co-counsel to the
Debtors.  Pronske & Patel, P.C. is conflicts counsel.  Chatham
Financial Corp. is financial advisor.  BMC Group is the Company's
claims and notice agent. As of May 31, Opus West -- together with
its non-debtor affiliates -- had $1,275,334,000 in assets against
$1,462,328,000 in debts.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Court OKs 60-Day Extension for Schedules and Statements
------------------------------------------------------------------
The U.S Bankruptcy Court Northern District of Texas extended for a
total of 60 days from the petition date Opus West Corporation and
its debtor-affiliates' time to file their schedules of assets and
liabilities, lists, and statement of financial affairs.

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing and/or disposing of real estate development projects
primarily located in the western United States.

Opus West filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex.
Case No. 09-34356).  Clifton R. Jessup, Jr., at Greenberg Traurig,
LLP, represents the Debtors in their restructuring efforts.
Franklin Skierski Lovall Hayward, LLP, is co-counsel to the
Debtors.  Pronske & Patel, P.C. is conflicts counsel.  Chatham
Financial Corp. is financial advisor.  BMC Group is the Company's
claims and notice agent. As of May 31, Opus West -- together with
its non-debtor affiliates -- had $1,275,334,000 in assets against
$1,462,328,000 in debts.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Opus West, LP
        15455 N. Dallas Parkway, Suite 450
        Addison, TX 75001

Bankruptcy Case No.: 09-34334

Chapter 11 Petition Date: July 6, 2009

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Opus West Corporation                      09-34356
        Opus West Construction Corporation         09-34360
        O.W. Commercial, Inc.                      09-34363
        Opus West Partners, Inc.                   09-34373

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

Company Description: Opus West Corporation, a member of
                     The Opus Group, is a full-service
                     design-build development firm serving
                     the western portion of the United States.
      See: http://www.opuscorp.com/pages/West.aspx?RegDetail=West

Debtor's Counsel: Doug D. Skierski, Esq.
                  Franklin Skierski Lovall Hayward LLP
                  10501 N. Central Expwy, Suite 106
                  Dallas, TX 75231
                  Tel: (214) 702-4061
                  Fax: (214) 723-5345
                  Email: dskierski@fslhlaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of America                Bank Loan         $205,424,336
201 E. Washington
Phoenix, AZ 85004

Wells Fargo Bank               Bank Loan          $61,722,349
372 Park Ave.
New York, NY 10152

Bank of the West               Bank Loan          $36,501,991
4400 McArthur Blvd.
Newport Beach, CA 92660

U.S. Bank                      Bank Loan           $9,229,722

American Structural Metal      Trade Debt          $2,849,280

Potter Concrete Company Inc.   Trade Debt          $2,710,728

RL Murphy Commercial Roof      Trade Debt          $1,241,329
   Systems

Green Fire Systems Texas       Trade Debt            $856,660

Trainor Glass Co.                                    $694,910

Central Minn. Fabricating      Trade Debt            $544,188

City of Sacramento             Gov't Contract        $543,420

Construction 70 Inc.           Trade Debt            $537,682

HACI Mechanical Contractors    Trade Debt            $529,543

Ennis Steel Industries Inc.    Trade Debt            $519,402

Venture Mechanical Inc.        Trade Debt            $511,001

Tas Commercial Concrete        Trade Debt            $500,704

Coreslab Structures of Texas   Trade Debt            $482,058

Top Grade Construction Inc.    Trade Debt            $465,931

Preston Pipelines Inc.         Trade Debt            $441,286

Architectural Building Systems Trade Debt            $436,842

Bergelectric Corp.             Trade Debt            $426,734

Miller Builders                Trade Debt            $384,701

Allstate Energy Inc.           Trade Debt            $382,909

Hurst Electric LP              Trade Debt            $373,466

TW Steel Corp.                 Trade Debt            $345,901

Sinclair Concrete              Trade Debt            $332,598

S&T Plumbing Inc.              Trade Debt            $325,795

JEN Electric                   Trade Debt            $311,263

King of Texas Roofing Co.      Trade Debt            $287,781

Baker Drywall                  Trade Debt            $278,483

Fox Electric Ltd.              Trade Debt            $272,681

Brian Cox Mechanical Inc.      Trade Debt            $270,929

Performance Electric           Trade Debt            $267,546

Keystone Concrete Placement    Trade Debt            $263,120

Ben's Asphalt Inc.             Trade Debt            $261,912

Pei Wei Asian Dinner           Trade Debt            $249,737

Griffith Company               Trade Debt            $245,817

CBC Restaurants Corp.          Trade Debt            $244,276

Southwest Construction Svcs    Trade Debt            $240,528

Landscape Development Services Trade Debt            $228,144

The petition was signed by John Greer, managing member of the
company.


ORIENTAL FINANCIAL: S&P Gives Negative Outlook; Keeps 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Oriental Financial Group and subsidiary to negative from stable.
At the same time, Standard & Poor's affirmed its 'BB+' long-term
counterparty credit rating on Oriental Financial Group and 'BBB-'
long term counterparty credit rating on Oriental Bank & Trust.

"The negative outlook reflects S&P's heightened concern about
collateral performance underlying some securities in the AFS
securities portfolio," said Standard & Poor's credit analyst Lidia
Parfeniuk.  Specifically, non-agency CMOs and structured credit
investments comprised about 14% of the company's investment
securities portfolio as of March 31, 2009.  This higher-risk
securities exposure along with rising provisions for loan losses
to reflect the protracted recession in Puerto Rico, in S&P's view,
will affect operating earnings," Ms Parfeniuk added.

The rating on Oriental Financial Group reflects S&P's view of its
heavy reliance on wholesale funding to support its significant
concentration in investment securities and its geographically
concentrated lending business in Puerto Rico.  The rating also
takes into account what S&P considers moderate credit risk profile
in the loan book, robust capital ratios, and favorable cost
structure, reflecting the company's wholesale funding.

Oriental's profitability is largely a function of the spread
income it earns on its relatively large investment portfolio
(almost 80% of earnings assets), which is repo funded and
sensitive to interest rate movements.  Profitability also reflects
in S&P's view strong fee income business that helps diversify the
revenue stream, and limited credit exposure in the loan book.  S&P
views Oriental's credit risk profile as moderate, albeit
deteriorating, given the small relative size of the residential
mortgage portfolio while the credit sensitive exposures in the
investment portfolio are high in relation to Oriental's earnings,
which in 2008 were negatively affected by securities impairment
charges of $59 million.  S&P notes that the company's unrealized
securities losses have grown to $171 million (at first-quarter
2009, net unrealized securities losses were $93 million), which in
S&P's view is very large and limits financial flexibility.

The negative outlook reflects S&P's belief that the rating will
remain under pressure in the current environment. S&P expects
Oriental's provisions for loan losses to rise and affect
profitability.  S&P also expects further deterioration in
collateral credit performance underlying some securities in the
AFS portfolio.  S&P expects the company to remain profitable this
year and next; however, if earnings and capital deteriorate beyond
S&P's expectations as a result of outsized securities losses
and/or heightened sensitivities to interest rates, S&P would lower
the rating.  Conversely, S&P could revise the outlook to stable if
asset quality in the loan and investment book stabilizes, although
S&P views this scenario as less likely in the near term, given the
general weak economy and volatile capital markets.


OSCIENT PHARMACEUTICALS: Files Ch. 11; Has Deal to Sell FACTIVE
---------------------------------------------------------------
Oscient Pharmaceuticals Corporation and its wholly owned
subsidiary, Guardian II Acquisition Corporation, each filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Massachusetts.  Oscient and Guardian will continue
to manage and operate their businesses and assets during the
pendency of the bankruptcy case, subject to the supervision of the
Bankruptcy Court.

In conjunction with the filing, Oscient and Guardian are seeking
customary authority from the Bankruptcy Court that will enable
them to continue operations and deliver products to customers in
the ordinary course of business and without interruption.

The companies currently sell two products, ANTARA(R) (fenofibrate)
capsules, which is a cardiovascular product indicated for the
adjunct treatment of hypercholesterolemia (high blood cholesterol)
and hypertriglyceridemia (high triglycerides) in combination with
diet, and FACTIVE(R) (gemifloxacin mesylate) tablets, which is a
fluoroquinolone antibiotic indicated for the treatment of acute
bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.

In connection with the filing Oscient entered into a definitive
asset purchase agreement with a subsidiary of Cornerstone
Therapeutics Inc. for the sale of the commercial rights to the
antibiotic Factive(R) (gemifloxacin mesylate) in North America and
certain countries in Europe.  Under the terms of the agreement,
Cornerstone will pay Oscient $5 million plus the value of FACTIVE
inventory at closing and a royalty on Cornerstone's sales of
FACTIVE, less certain adjustments, through the fifth anniversary
of the closing date.  The sale is subject to customary closing
conditions, approval of the Bankruptcy Court and the conduct of a
Bankruptcy Court supervised auction process in which Oscient will
seek competing bids to achieve the highest price possible for the
FACTIVE assets.

Oscient and Guardian are continuing to explore strategic
alternatives, including seeking a buyer for the ANTARA product and
other assets.

It is Oscient's belief that there will be no value for the common
stockholders in the bankruptcy liquidation 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.  Oscient believes all such claims will not be fully
satisfied.

                    Probable NASDAQ De-listing

On July 10, 2009, Oscient received a letter from NASDAQ notifying
it that its common stock will be de-listed from the Nasdaq Stock
Market effective July 21, 2009 for failure to pay certain fees
required by listing Rule 5210(d).  At this time, the Company does
not intend to appeal the decision and expects that the Company's
common stock will be de-listed.

                  About Cornerstone Therapeutics

Cornerstone Therapeutics Inc., headquartered in Cary, North
Carolina, is a specialty pharmaceutical company focused on
acquiring, developing and commercializing significant products
primarily for the respiratory and related markets.  The Company
currently promotes multiple marketed products in the United States
to respiratory-focused physicians and key retail pharmacies with
its specialty sales force.  The Company also has a late-stage
clinical pipeline with five regulatory approval submissions
targeted within the next three years.

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.


OXNARD GSRS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Oxnard GSRS Holdings LLC
        2211 East Gonzales Road
        Oxnard, CA 93026

Bankruptcy Case No.: 09-12665

Chapter 11 Petition Date: July 6, 2009

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

Judge: Robin Riblet

Debtor's Counsel: Joseph M. Sholder, Esq.
                  Griffith & Thornburgh, LLP
                  8 E. Figuerora St., 3rd Floor
                  Santa Barbara, CA 93101
                  Tel: (805) 965-5131
                  Fax: (805) 965-6751
                  Email: sholder@g-tlaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
ETC Enterprises Inc.           Arrearage              $24,648
24707 Country Raod
St. Augusta, MN 56301

Mullen & Henzell LLP           Attorney's Fees         $8,102
112 East Victoria St.
Santa Barbara, CA 93101

Mancini & Associates           Attorney's Fees         $7,500
15303 Ventura Blvd.
Richmond, VA 23261

Jordanos Food Service          Arrearage               $3,277

Starbucks Coffee Co.           Arrearage               $2,575

Guest Supply                   Arrearage               $1,974

FirstComp                      Arrearage               $1,911

Commtrak                       Arrearage                 $925

Time Warner Cable              Arrearage                 $802

SeaBreeze Landscape Care       Arrearage                 $500

Waffles of California Inc.     Arrearage                 $470

Pyramid Pool & Spa Service     Arrearage                 $449

Genares                        Arrearage                 $414

ThyssenKrupp Elevator          Arrearage                 $372

Staples Business Advantage     Arrearage                 $328

GrandStay Hospitality LLC      Arrearage                 $308

PQL                            Arrearage                 $283

ProFillment                    Arrearage                 $279

MWH Services Inc.              Arrearage                 $226

Cintas                         Arrearage                 $219

The petition was signed by David Dodart, managing member of the
company.


PALM DRIVE: S&P Puts 'BB' Rating on 2005 Tax Revenue Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
rating on Palm Drive Health Care District, California's series
2005 parcel tax revenue bonds on CreditWatch with negative
implications due to S&P's concerns that the recent placement of
the CEO on administrative leave could impair the district's
ability to successfully exit bankruptcy or implement its recovery
plan.  The district has informed us that the Chief Executive
Officer was placed on administrative leave at the district board's
direction, the length of which has not yet been established.
During the CEO's leave, the board president will act as chief
administrative officer, under the advice and control of the board.

"In S&P's view, the absence of a CEO may affect the district's
ability to successfully implement its recovery strategy,
especially considering the district's thin operating margins and
liquidity, which leaves very little financial flexibility," said
Standard & Poor's credit analyst Misty Newland.

The district filed for bankruptcy protection on April 5, 2007,
under Chapter 9 of the U.S. Bankruptcy Code.


PALMARIS IMAGING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Palmaris Imaging, LLC
        16091 Swingley Ridge Rd., Suite 100
        Chesterfield, MO 63017

Bankruptcy Case No.: 09-46566

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtor's Counsel: Neil Weintraub, Esq.
                  1515 N. Warson, Suite 232
                  St. Louis, MO 63132
                  Tel: (314) 890-8800
                  Email: weintraublaw@sbcglobal.net

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

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

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

The petition was signed by Patrick D. Barron, managing member of
the Company.


PAMA LANE HOLDING: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pama Lane Holding Corporation
        Po Box 96083
        Las Vegas, NV 89193

Bankruptcy Case No.: 09-22141

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Terry V. Leavitt, Esq.
                  601 S. 6th St.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178
                  Email: terrylt1@ix.netcom.com

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

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

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

          http://bankrupt.com/misc/nvb09-22141.pdf

The petition was signed by Gary L. Sylver, president of the
Company.


PARKTON REINSURANCE: S&P Puts 'B+' Rating on Series 2009-1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' rating to the Series 2009-1 notes to be issued by Parkton
Reinsurance Ltd.  Parkton Re is an exempted Cayman Islands company
licensed as a Class B insurer in the Cayman Islands.

The cedent to Parkton Re will be Swiss Reinsurance America Corp.
(SWRA; A+/Stable/--).  SWRA, which S&P considers a core member of
the group, is a wholly owned subsidiary of Swiss Reinsurance Co.,
the group's main U.S. property/casualty operating company.  SWRA
will be responsible for the premium payments due under the
retrocession agreement in place between it and Parkton Re.
Covered losses will not be directly linked to SWRA's exposure in
the covered area, North Carolina.  Rather, they will be based on
the paid losses of the North Carolina Joint Underwriting
Association and the North Carolina Insurance Underwriting
Association, collectively the NC JUA/IUA.

When rating natural peril catastrophe bonds linked to hurricanes,
Standard & Poor's will look to the sensitivity analysis, that is,
the warm sea surface temperature conditioned catalogue, which
incorporates the impact of elevated sea surface temperatures on
hurricane activity and looks at the last 15 years to generate the
stochastic hurricane event set.  The probability of attachment
incorporating the effect of warm seas surface temperatures for the
notes is 2.24%.

The Series 2009-1 notes will cover [16.67]% of losses between the
attachment level of $2.55 billion and the exhaustion level of
$3.30 billion.


PFF BANCORP: Court Establishes July 21 General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established July 21, 2009, at 5:00 p.m. (prevailing Eastern time)
as the general bar date for the filing of proofs of claim in PFF
Bancorp, Inc., et al.'s bankruptcy cases.  Proofs of claim by
governmental units are due at the same date.

Proofs of claim must be delivered, in person or by courier
service, hand delivery or mail, to Kurtzman Carson Consultants LLC
at the address identified on the Bar Date Notice so as to be
received no later than 5:00 p.m., Prevailing Eastern Time, on the
applicable bar date.

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08-
13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims agent.  Jason W. Salib, Esq., at Blank Rome
LLP, represents the official committee of unsecured creditors as
counsel.


PFF BANCORP: Files Schedules of Assets and Liabilities
------------------------------------------------------
PFF Bancorp, Inc., et al. have filed with the U.S. Bankruptcy
Court for the District of Delaware their schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property          $156,250,854
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $45,331,662
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $4,492,746
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $91,448,556
                                ------------     ------------
TOTAL                           $156,250,854     $141,272,965

A copy of PFF Bancorp's schedules of assets and liabilities is
available at http://bankrupt.com/misc/pffbancorp.SAL.pdf

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08-
13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims agent.  Jason W. Salib, Esq., at Blank Rome
LLP, represents the official committee of unsecured creditors as
counsel.


PFP FUNDING II: BofA to Sell Collateral at July 20 Auction
----------------------------------------------------------
Bank of America, N.A., as collateral agent under that Security
Agreement dated as of December 8, 2005, among LaSalle Bank
National Association, succeeded by BofA, borrower PFP Funding II
LLC, and lender ABN AMRO Bank N.V., will offer for sale to the
public on July 20, 2009, at 11:00 EST, at the offices of Orrick
Herrington & Sutcliffe LLP, 666 Fifth Avenue, 23rd Floor, New
York, NY 10103, all of right, title and interest of in and to:

   a) the borrower's participation interest in (1) all insurance
      premium loans acquired or purported to be acquired by the
      borrower under the Master Participation Agreement dated as
      of December 8, 2005, between LaSalle Bank National
      Association (in such capacity, the "Premium Finance Lender")
      and the borrower or the Participation Purchase Agreement
      dated as of December 8, 2005, between the borrower and PFP
      Funding [I] LLC, (2) each document, certificate and
      instrument in any and all loan documentation package related
      thereto and (3) all collateral (including each related life
      insurance policy) securing such insurance premium loans,
      whether secured pursuant to a policy control agreement,
      trust agreement or collateral assignment;

   b) all of the borrower's rights, remedies, powers and
      privileges under or in respect of the Sub-Servicing
      Agreement dated as of December 8, 2005, between the
      borrower, BofA (in such capacity, the "Servicer") and
      Coventry First LLC, the Master Participation Agreement,
      the Program Administration Agreement dated as of
      December 8, 2005, among Coventry, the Servicer and the
      borrower and each of the other transaction documents;

   c) the revolver advance draw account, the collection
      account, each policy control accounting, and each other
      account into which collections or proceeds of any
      insurance premium loan may be deposited and all other
      reserve or other accounts established pursuant to the
      Credit Agreements; and all funds on deposit in any such
      account, together will all certificates and instruments,
      if any, from time to time evidencing any such account and
      funds on deposit and all investments made with such
      funds, all claims thereunder or in connection therewith,
      and interest, dividends, moneys, instruments, securities
      and other property from time to time received, receivable
      or otherwise distributed in respect of any or all of the
      foregoing;

   d) all securities, chattel paper, accounts, instruments and
      general intangibles evidencing or relating to the
      property; and

   e) all collections and all other products and proceeds
      (including, without limitation, insurance proceeds) of,
      and additions, improvements and accessions to, and books
      and records describing or use in connection with, all and
      any of the property (a) - (d) above, together with any
      other property of the borrower that the collateral agent
      has a right to foreclose upon and assign under the
      applicable documents.

The collateral is being sold on an "AS IS WHERE IS" basis.

All inquiries concerning this notice of sale or for further
information concerting the collateral should be made to:

    Raniero D'Aversa, Jr., Esq.
    Email: rdaversa@orrick.com
    Orrick, Herrington & Sutcliffe LLP
    666 Fifth Avenue, New York, NY 10103
    Tel: (212) 506-3715
    Fax: (212) 506-5151


PHOENIX ASSOCIATES: U.S. Trustee Appoints 3-Member Panel
--------------------------------------------------------
R. Michael Bolen, the United States Trustee for Region 5,
appointed 3 creditors to serve on the official committee of
unsecured creditors in Phoenix Associates Land Syndicate's Chapter
11 bankruptcy case.

The Creditors Committee members are:

     a) Carol Rutherford
        Email: caroljrutherford@gmail.com
        1022 East Windsor Drive
        Provo, UT 84604
        Tel: (801) 226-7714
        Fax: (801) 226-7714

     b) Bowles Energy, Inc.
        Attn: Dennis J. Bowles, Jr.
        Email: bowles@cablelynx.com
        P.O. Box 3147
        Longview, TX 75606
        Tel: (903) 753-7061, ext. 208
        Fax: (903) 753-8572

     c) ABLE Building Company, Inc.
        Attn: Machiko C. Haas
        Email: mikihaas54@charter.net
        19498 Dunson Place
        Ponhatoula, LA 70454
        Tel: (985) 373-7716
        Fax: (504) 285-9988

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 Madisonville, Louisiana, Phoenix Associates Land
Syndicate -- http://www.pbls.biz/-- dba Murphy Sand and Gravel
focuses principally on the acquisition and development of
companies in the aviation, construction, mining and oil & gas
industries.

The Company filed for Chapter 11 on June 10, 2009 (Bankr. E.D.
La. Case No. 09-11743).  Claude C. Lightfoot, Jr., at Claude C.
Lightfoot, Jr. P.C., represents the Debtor in its restructuring
efforts.  In its bankruptcy petition, the Debtor said it had $50
million to $100 million in assets and debts.


PHOENIX KINGDOM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phoenix Kingdom II, LLC
        301A South Ham Lane
        Lodi, CA 92614
        Tel: (480) 874-4184?

Bankruptcy Case No.: 09-16563

Chapter 11 Petition Date: July 6, 2009

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

Judge: Robert N. Kwan

Company Description: The Company owns five in Phoenix, Glendale
                     and Scottsdale, Ariz, with a total of
                     2,419 apartment units.

Debtor's Counsel: Evan D. Smiley, Esq.
                  Weiland, Golden, Smiley et. al
                  650 Town Center Dr., Suite 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Email: esmiley@wgllp.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Arizona Public Service         Trade Debt            $484,112
PO Box 53933
Phoenix, AZ 85072

Wilmar                         Trade Debt             $87,329
PO Box 13539
Philadelphia, PA 19101

City of Phoenix                Trade Debt             $50,181
PO Box 2005
Phoenix, AZ 85001

Prime Landscape Management     Trade Debt             $42,940

City of Scottsdale             Trade Debt             $31,066

Arizona Carpet Care            Trade Debt             $28,596

City of Glendale               Trade Debt             $27,650

A to Z Restoration &           Trade Debt             $27,401
   Construction Inc.

Specialty Cleaning Services    Trade Debt             $24,884

Jesse's Gardening & Landscape  Trade Debt             $21,961

Top Quality Lawn & Ground      Trade Debt             $21,956

Gaylord Restoration Inc.       Trade Debt             $19,910

Arizona Classic Landscape      Trade Debt             $19,850

Empire Landscape & Maintenance Trade Debt             $19,535

Consumer Source                Trade Debt             $18,810

Staples                        Trade Debt             $16,448

For Rent Magazine Inc.         Trade Debt             $16,183

Allstaff Services Inc.         Trade Debt             $15,835

Imperial Contracting           Trade Debt             $15,471

Neat Cleaning Systems Inc      Trade Debt             $14,680

The petition was signed by Terry Knutson, president of the
company.


PLIANT CORPORATION: Terms of Apollo's Competing Chapter 11 Plan
---------------------------------------------------------------
Apollo Management VI, L.P. on behalf of Apollo Investment Fund,
VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas
Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware
892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P.
filed a disclosure statement describing a joint Chapter 11 plan of
reorganization for Pliant Corporation and its debtor-affiliates.

The Plan provides that:

   -- The First Lien Notes secured claims receive $89 million
      in cash and $236.4 million of new senior secured notes to
      be issued pursuant to the Plan;

   -- The remaining balances of the Debtor's First Lien Notes
      and the Debtors Second Lien Notes will receive, in
      respect of each $1000 of allowed claims, at the Holder's
      option either $87.50 in cash and $87.50 in liquidation
      preference of new preferred stock if such holder elects
      to receive cash and new preferred stock or if such holder
      does not make an election on the ballot, or a pro rata
      share of the Rights allocation if such holder elects to
      receive Rights;

   -- General unsecured claims will be paid $0.175 on the
      dollar in cash;

   -- The Debtors' DIP facility claims and prepetition credit
      facility claims will be paid in full in cash; and

   -- Claims and interests of Pliant's existing equity holders
      will be extinguished.

A hearing is for July 24, 2009, 11:30 a.m., at 824 Market St., 5th
Floor, Courtroom #4 in Wilmington, Delaware.  Objections, if any,
are due by July 2, 2009.

Apollo's proposed Chapter 11 plan and the Chapter 11 plan
sponsored by Pliant's management have been sent to creditors for
voting.  Pliant's plan provides for (i) payment of $393 million in
first- lien notes with all of the new stock of reorganized Pliant,
(ii) recovery by other creditors, including the holders of $262
million in second-lien notes, with warrants to buy new stock.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PPA HOLDINGS: Court Extends Schedules Filing Until August 11
------------------------------------------------------------
Hon. Erithe A. Smith, of the U.S. Bankruptcy Court for the Central
District of California extended until August 11, 2009, PPA
Holdings LLC and its debtor-affiliates' time to file their
statements of financial affairs and schedules of assets and
liabilities.

The extension is in the best interest of the estate, creditors and
parties-in-interest.

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C. D. Calif. Lead Case No. 09-16353).  Todd C.
Ringstad, Esq., at Ringstand & Sanders LLP represents the Debtor
in their restructuring efforts.  The Debtors listed
$10 million to $50 million in assets and $50 million to
$100 million in debts.


PPA HOLDINGS: US Trustee Sets Meeting of Creditors for Aug. 26
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in PPA Holdings LLC and its debtor-affiliates' Chapter 11 cases on
August 26, 2009, at 1:00 p.m.  The meeting will be held at 411 W.
Fourth St., Room 1-154, Santa Ana, California.

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

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

Irvine, California-based PPA Holdings LLC is in the real property
investment business.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C. D. Calif. Lead Case No. 09-16353).  Todd C.
Ringstad, Esq., at Ringstand & Sanders LLP represents the Debtor
in their restructuring efforts.  The Debtors listed
$10 million to $50 million in assets and $50 million to
$100 million in debts.


PRIMARY ENERGY: S&P Assigns 'BB' Rating on $152.5 Million Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary rating of 'BB' to Primary Energy Operations LLC's
proposed $152.5 million senior secured term loan maturing 2014.
The term loan as currently contemplated will refinance an existing
term loan of $135 million (unrated) that comes due August 24,
2009.  Proceeds will also fund 50% of a six-month debt service
reserve (with the remainder to be funded with cash from
operations), and cover transaction expenses with the sale.  S&P
will finalize the rating after S&P completes a satisfactory review
of all executed documents relevant to the transaction and
determine there is no material difference between the executed
documents and those used in S&P's initial review.  The recovery
rating on the term loan is '4', indicating expectations of modest
recovery (30%-50%) in the event of a payment default.  The outlook
is stable.

Primary Energy is a portfolio of four recycled energy facilities
and a 50% interest in a pulverized coal-injection facility
collectively located at steel mills of U.S. Steel Corp.
(BB/Stable/--) and ArcelorMittal (BBB/Negative/--).  The power
assets use a combination of waste heat and blast furnace gas
produced in the course of mill operations to generate "behind-the-
meter" electricity, steam, and processed water for mill
consumption.  Capacity at the wholly owned projects is roughly 284
megawatts of electricity and 1.851 million lbs/hour of steam.  All
assets are contracted via tolling agreements that are designed to
mitigate commodity risk and minimize operating and maintenance
expenses; volumetric risk (revenue as a function of blast furnace
utilization rates) remains at some. Off-taker guarantees ranging
from robust to weak support the contracts at all locations.

"The stable outlook reflects S&P's view that the portfolio's
leverage is sufficient to bear modest risks of the steel
facilities without significantly deviating from S&P's delevering
expectations via the 100% cash flow sweep," said Standard & Poor's
credit analyst Justin Martin.

All else equal, if these facilities become uneconomic or the
parent companies' credit further deteriorates, S&P would likely
consider lowering the rating.  Similarly, any operating or
earnings scenario that results in less than $30 million per year
of amortization would increase refinancing risk in S&P's view and
warrant downgrade consideration.  Should first-lien repayment
occur faster than expected ($45 million to $50 million per year)
for any reason, S&P would consider an upgrade.


PRO-HEALTH LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pro-Health LLC
        2100 Luna Road, Ste. 140
        Carrollton, TX 75006

Case No.: 09-34484

Type of Business: The Debtor operates a retail health food
                  business.

Chapter 11 Petition Date: July 9, 2009

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

Debtor's Counsel: Vincent P. Slusher, Esq.
                  DLA Piper LLP (US)
                  1717 Main Street, Suite 4600
                  Dallas, TX 75201
                  Tel: (214)743-4572
                  Fax: (972)813-267
                  Email: vince.slusher@dlapiper.com

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

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

The petition was signed by Brandon Larsen, the company's manager.

List of 20 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
FDIC Receiver Of New                                  $24,759,000
Frontier Bank                                         Collateral:
2429 35th Avenue                                       $4,500,000
Greeley, CO 80634                                     Unsecured:
                                                      $19,756,029

The Farmers State Bank                                $2,780,461
of Oakley, Kansas                                     Collateral:
P.O. Box 160                                          $0
100 Center Avenue                                     Unsecured:
Oakley, KS 67748                                      $2,780,461

Simplot Grower Solutions       Trade Debt             $1,895,370
P.O. Box 391
Wray, CO 80758

CSS Potato Farms L.L.C.        Trade Debt             $900,350
706 East Airport Drive
Watertown, SD 57201

Idaho Package Company          Trade Debt             $415,480
P.O. Box 51092
Idaho Falls, ID 83405

Countrywide Potato, LLC        Trade Debt             $392,776
6541 Jefferson Road
Alliance, NE 69301

Teton Seed Marketing Assoc.    Trade Debt             $229,852

Freedom Transportation         Trade Debt             $227,838
Services

Jorde Certified Seed, LLC      Trade Debt             $193,245

California Oregon Seed, Inc.   Trade Debt             $170,578

Tri-County Ag                  Trade Debt             $141,149

Quality Irrigation &           Trade Debt             $87,175
Construction

Good To Go Transportation                             $74,553

K-Nip, Inc.                    Trade Debt             $58,799

Pinnacol Assurance             Insrnce                $56,942
                               Fnnce
                               CntrctWrkrs
                               Cm

Polymer Logistics, Inc.                               $55,354

Village Farms, L.P.                                   $45,085

Commodity Services, Inc.                              $38,724

CB Luna Industrial             Trade Debt             $37,240
No. 3, Ltd.

M & M Marketing                Trade Debt             $35,519


PROLIANCE INTERNATIONAL: Can Initially Access Silver Point Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
on an interim basis, Proliance International, Inc., and its
debtor-affiliates to:

   -- access cash securing repayment of loan from Silver Point
      Finance, LLC, and lenders party thereto; and

   -- grant adequate protection to the prepetition lenders.

A final hearing on the Debtors' continued use of the cash
collateral is set for July 21, 2009, at 3:00 p.m., prevailing
Eastern Time, in this Court.  Objections, if any, are due on
July 17, 2009, at 4:00 p.m., prevailing Eastern Time

The Debtor owes $33.6 million under the term loan and
$6.5 million under a revolving facility provided by the
prepetition lenders.  The prepetition obligations are secured by a
security interest in and first lien on substantially all of the
Debtors' assets; and guaranteed by each of the other Debtors.

The Debtors will grant prepetition lenders:

   -- first priority replacement liens on all property of the
      Debtors; and

   -- a superpriority administrative expense claim over any and
      all administrative expenses of and unsecured claims
      against the Debtors;

The liens and claims granted to the prepetition agent and lenders
will be subject to the carve-out for certain expenses.

                About Proliance International, Inc.

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.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of
$133.5 million.


PROLIANCE INT'L: Proposal to Limit Trading Gets Interim Approval
----------------------------------------------------------------
Proliance International, Inc., disclosed in a filing with the
Securities and Exchange Commission that the U.S. Bankruptcy Court
for the District of Delaware granted its equity trading motion on
an interim basis.

On July 2, 2009, the Debtors filed a motion for interim and final
orders establishing notice and hearing procedures for trading in
equity securities.

Among other things, the interim order (1) approved certain
procedures in order to assist the Debtors in preserving their net
operating losses; and (2) provided that the Debtors must file the
Trading Procedures Notice in a Current Report on Form 8-K with the
SEC within three business days of the entry of the interim order.

The Trading Procedures Notice provides, among other things, that
any purchase, sale, trade or other transfer of equity securities
in Proliance that is subject to, but violates, the procedures set
forth in the Trading Procedures Notice and the interim order will
be null and void, will confer no rights on the transferee and may
result in the imposition of sanctions by the Bankruptcy Court.
The hearing to consider the entry of a final order approving the
equity trading motion is scheduled for July 31, 2009.

A full-text copy of the notice of entry of an interim order
establishing notice and hearing procedures for trading equity
securities is available for free at:

                http://ResearchArchives.com/t/s?3f0f

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.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of
$133.5 million.


PROLIANCE INTERNATIONAL: Wants to Reject Non-Residential Leases
---------------------------------------------------------------
Proliance International, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to reject certain unexpired leases of non-residential real
property.

Pre-bankruptcy, the Debtors vacated the premises and surrendered
possession to the landlords.  The Debtors relate that the
rejection will help them avoid paying unnecessary administrative
expenses related to these leases.

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.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of
$133.5 million.


PROVIDENT ROYALTIES: Dennis Roossien Appointed as Receiver
----------------------------------------------------------
Judge Sam A. Lindsey of the United States District Court for the
Northern District of Texas has appointed Dennis L. Roossien, Jr.,
as receiver for Provident Royalties, LLC, and its affiliates.

The United States Securities and Exchange Commission sought
appointment of the receiver.  As reported by the Troubled Company
Reporter, the SEC filed a complaint on July 2, 2009, and obtained
an emergency asset freeze against Provident Royalties for
allegedly running a $485 million Ponzi scheme.  The SEC said in
court documents that Provident Royalties made fraudulent
securities offerings involving oil and gas assets between June
2006 and January 2009 to more than 7,700 investors.

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

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

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

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

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

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

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


QSGI INC: Geoffrey Smith, Robert VanHellemont Resign From Board
---------------------------------------------------------------
QSGI, Inc., disclosed in a filing with the Securities and Exchange
Commission that in connection with its filing for Chapter 11
Southern District of Florida, the Debtors are interviewing
financial advisory firms specializing in corporate restructuring
to assist management with its restructuring.

The Debtor also disclosed that Geoffrey A. Smith and Robert W.
VanHellemont tendered their resignations from the boards of
directors of the Company.

Palm Beach, Florida-based QSGI, Inc., and its affiliates filed for
Chapter 11 on July 2, 2009 (Bankr. S. D. Fla. Lead Case No. 09-
23658).  Bradley S. Shraiberg, Esq. at Shraiberg, Ferrara, Landau
P.A. represents the Debtors in their restructuring efforts.  The
Debtors have assets and debts both ranging from $10 million to $50
million.


QSI HOLDINGS: Safe Harbor Applies to Closely Held Co.'s Stock
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Court of
Appeals in Cincinnati ruled on July 6 that the safe harbor also
applies to companies that are closely held.

As a result, two U.S. courts of appeal, Mr. Rochelle relates, now
hold that selling shareholders in a leveraged buyout are immune
from fraudulent transfer suits even when the company was not
publicly owned.

Bankruptcy law says that a bankruptcy judge cannot order the
return of property transferred as part of a "settlement payment"
involving securities.  There has been controversy over whether the
so-called safe harbor only applies to publicly held companies,
according to Bloomberg.

QSI Holdings Inc. v. Alford (In re QSI Holdings Inc.), 08-1176,
6th U.S. Circuit Court of Appeals (Cincinnati), involved a
leveraged buyout in which the selling shareholders received
$111 million in cash. The company later went bankrupt, and the
selling shareholders were sued for a "fraudulent transfer" on the
theory that they didn't give equivalent value for the cash they
received.  The 6th Circuit in Cincinnati saw no reason in the
language of bankruptcy law to limit the safe harbor to publicly
held companies.

According to Mr. Rochelle, under the reasoning adopted by the 6th
Circuit, selling shareholders of a closely held company remain
exposed to a later lawsuit arising from a leveraged buyout if
there is no financial institution involved in the process of
swapping the stock for cash.e


QUEST RESOURCE: Enters Into Agreement and Plan of Merger
--------------------------------------------------------
Quest Resource Corporation, entered into an Agreement and Plan of
Merger, dated as of July 2, 2009, with:

     * New Quest Holdings Corp. -- New Quest;

     * Quest Midstream Partners, L.P. -- QMLP;

     * Quest Energy Partners, L.P. -- QELP;

     * Quest Midstream GP, LLC -- QMLP GP;

     * Quest Energy GP, LLC -- QELP GP;

     * Quest Resource Acquisition Corp. -- QRAC -- a wholly
       owned direct subsidiary of New Quest;

     * Quest Energy Acquisition, LLC -- QEAC -- a wholly owned
       direct subsidiary of New Quest;

     * Quest Midstream Holdings Corp. -- QMHC -- a wholly owned
       direct subsidiary of New Quest; and

     * Quest Midstream Acquisition, LLC -- QMAC -- a wholly
       owned direct subsidiary of QMHC.

Pursuant to the Merger Agreement, the following will occur:

     -- QRAC will merge with and into QRCP -- QRCP Merger --
        with QRCP surviving the QRCP Merger as a wholly owned
        direct subsidiary of New Quest and each outstanding
        share of common stock of QRCP will entitle the holder
        thereof to the right to receive 0.0575 shares of New
        Quest common stock;

     -- QEAC will merge with and into QELP -- QELP Merger --
        with QELP surviving the QELP Merger and (i) each
        outstanding common unit of QELP (other than any common
        units owned by QRCP) will entitle the holder thereof to
        the right to receive 0.2859 shares of New Quest common
        stock, (ii) all of the outstanding general partner
        units of QELP held by QELP GP will be converted into
        one general partner unit and (iii) all of the
        outstanding incentive distribution rights and
        subordinated units of QELP will be cancelled for no
        consideration;

     -- QMAC will merge with and into QMLP -- QMLP Merger --
        with QMLP surviving the QMLP Merger and (i) each
        outstanding common unit of QMLP will entitle the holder
        thereof to the right to receive 0.4033 shares of New
        Quest common stock, (ii) all of the outstanding general
        partner units of QMLP will be converted into (x) one
        general partner unit of QMLP and (y) a number of shares
        of New Quest common stock equal to the product obtained
        by multiplying the aggregate number of shares of New
        Quest common stock issued to holders of QMLP common
        units in the QMLP Merger and 0.30612%, and (iii) all of
        the outstanding incentive distribution rights and
        subordinated units of QMLP will be cancelled for no
        consideration;

     -- Following the QELP Merger, New Quest and QELP GP will
        convert QELP into a Delaware limited liability company,
        with OGLLC becoming a wholly owned direct subsidiary of
        New Quest;

     -- Following the QMLP Merger, QMHC and QMLP GP will
        convert QMLP into a Delaware limited liability company
        -- PLLC -- with PLLC becoming a wholly owned direct
        subsidiary of QMHC;

     -- Following the conversion of QMLP into PLLC, QMLP GP
        will merge with and into QRCP -- QMLP GP Merger -- and
        each outstanding QMLP GP unit held by persons other
        than QRCP will entitle the holder thereof to the right
        to receive a number of shares of New Quest common stock
        equal to the quotient obtained by dividing the number
        of shares of New Quest common stock to be received by
        QMLP GP in the QMLP Merger by the total number of QMLP
        GP units outstanding and held by persons other than
        QRCP; and

     -- Following the QMLP GP Merger, QELP GP will merge with
        and into QRCP -- QELP GP Merger -- and each outstanding
        QELP GP unit will be cancelled for no consideration.

At the time of the closing of the transactions contemplated by the
Merger Agreement, New Quest will change its name to a name which
has not yet been decided.  Any fractional share of New Quest
common stock to be issued in the QRCP Merger, the QELP Merger or
the QMLP Merger will be rounded up to the nearest whole share of
New Quest common stock.

At the closing of the transactions contemplated by the Merger
Agreement, the New Quest board of directors will consist of nine
members, two of whom will be designated by the current board of
directors of QRCP and who are expected to be William H. Damon III
and Jon H. Rateau, three of whom will be designated by the
conflicts committee of the board of directors of QELP GP and who
are expected to be Gary M. Pittman, Mark A. Stansberry, and J.
Philip McCormick, three of whom will be designated by the board of
directors of QMLP GP and who are expected to be Daniel Spears,
Duke R. Ligon and Edward Russell and one of whom shall be the
principal executive officer of New Quest and who is expected to be
David C. Lawler.  It is currently expected that Gary M. Pittman
will be chairman of the New Quest board of directors.

The Merger Agreement contains customary representations and
warranties and covenants by each of the parties.  Completion of
each of the transactions contemplated by the Merger Agreement is
conditioned upon, among other things:

     -- Approval of the Merger Agreement by holders of at least
        a majority of the outstanding shares of common stock of
        QRCP;

     -- Approval and adoption of the Merger Agreement and the
        QELP Merger by holders of at least a majority of the
        outstanding QELP common units (other than common units
        owned by QELP GP and its affiliates), voting as a
        class, and by the holders of at least a majority of the
        outstanding QELP subordinated units, voting as a class;

     -- Approval and adoption of the Merger Agreement and the
        QMLP Merger by holders of at least a majority of the
        outstanding QMLP common units (other than common units
        owned by QMLP GP and its affiliates), voting as a
        class, and by the holders of at least a majority of the
        outstanding QMLP subordinated units, voting as a class;

     -- Absence of certain legal impediments prohibiting the
        transactions contemplated by the Merger Agreement;

     -- Effectiveness of a registration statement on Form S-4
        relating to the shares of New Quest common stock to be
        issued pursuant to the Merger Agreement;

     -- Authorization for listing on the NASDAQ Stock Market of
        the shares of New Quest common stock to be issued
        pursuant to the Merger Agreement;

     -- All necessary consents having been obtained under
        QRCP's, QELP's and QMLP's existing credit facilities;

     -- New Quest and its subsidiaries having entered into one
        or more credit facilities reasonably acceptable to the
        board of directors of each of QRCP, QELP GP and QMLP
        GP;

     -- Each of the parties having performed, in all material
        respects, all of its covenants and agreements contained
        in the Merger Agreement required to be performed on or
        before the closing of the transactions contemplated by
        the Merger Agreement and that the representations and
        warranties generally be true and correct as if made on
        the date of the closing of the transactions
        contemplated by the Merger Agreement, subject to a
        materiality standard set forth in the Merger Agreement;

     -- None of the parties shall have suffered a material
        adverse effect, as contemplated by the Merger
        Agreement; and

     -- Receipt of certain tax opinions.

The Merger Agreement contains provisions granting QRCP, QELP and
QMLP the right to terminate the Merger Agreement for certain
reasons, including, among others:

     -- The mutual consent of QRCP, QELP and QMLP through
        action of their respective boards of directors;

     -- Any of the mergers contemplated by the Merger Agreement
        has not been consummated by March 31, 2010;

     -- The failure to obtain the necessary approval of QRCP
        stockholders, QELP unitholders or QMLP unitholders;

     -- A court or any governmental, regulatory or
        administrative agency of commission having issued a
        final or nonappealable order, decree or ruling or taken
        any other action permanently restraining, enjoining or
        otherwise prohibiting the transactions contemplated by
        the Merger Agreement;

     -- One of the parties having breached any representation
        or warranty or failed to perform any covenant or
        agreement contained in the Merger Agreement or any
        representation or warranty shall have become untrue and
        the result being that a condition to closing has not
        been satisfied and is not cured within 30 days of
        receiving notice of such breach, failure or untruth;
        and

     -- A change in the recommendation of the QRCP board of
        directors to the QRCP stockholders to vote in favor of
        the Merger Agreement occurs, a change in the QELP GP
        board of directors recommendation to the QELP
        unitholders to vote in favor of the Merger Agreement
        occurs or a change in the QMLP GP board of directors
        recommendation to the QMLP unitholders to vote in favor
        of the Merger Agreement occurs.

In connection with the Merger Agreement, QRCP entered into a
Support Agreement, dated as of July 2, 2009, among QRCP, QELP,
QMLP, and certain QMLP unitholders.  Pursuant to the Support
Agreement:

     -- QRCP, which owns all of the subordinated units of QELP,
        agreed to vote its QELP subordinated units to approve
        and adopt the Merger Agreement and the QELP Merger and
        against certain other competing transactions;

     -- QRCP, which owns all of the Class A subordinated units
        and Class B subordinated units of QMLP, agreed to vote
        its QMLP subordinated units to approve and adopt the
        Merger Agreement and the QMLP Merger at any meeting of
        QMLP unitholders and against certain other competing
        transactions;

     -- The QMLP unitholders that are a party to the Support
        Agreement, who in the aggregate own approximately 40%
        of the common units of QMLP, agreed to vote their QMLP
        common units to approve and adopt the Merger Agreement
        and the QMLP Merger at any meeting of QMLP unitholders
        and against certain other competing transactions;

     -- The QMLP unitholders that are a party to the Support
        Agreement that also own membership interests in QMLP GP
        approved, authorized and consented to the QMLP GP
        Merger;

     -- QRCP granted a proxy to the chairman of the board of
        directors of QELP GP authorizing him to vote its QELP
        subordinated units to approve and adopt the Merger
        Agreement and the QELP Merger;

     -- QRCP granted a proxy to the chairman of the board of
        directors of QMLP GP authorizing him to vote its QMLP
        subordinated units to approve and adopt the Merger
        Agreement and the QMLP Merger; and

     -- The QMLP unitholders that are a party to the Support
        Agreement granted a proxy to the chairman of the board
        of  directors of QELP GP authorizing him to vote their
        QMLP common units to adopt and approve the Merger
        Agreement and the QMLP Merger.

               Amendment to QRCP's Rights Agreement

Quest Resource Corporation reports that immediately prior to the
execution of its Merger Agreement, it and Computershare Trust
Company, N.A., as successor rights agent to UMB Bank, n.a.,
entered into Amendment No. 1 to the Rights Agreement, dated July
2, 2009, amending the Rights Agreement, dated as of May 31, 2006,
to render the Rights inapplicable to the QRCP Merger and the other
transactions contemplated by the Merger Agreement.

In particular, among other things, the Rights Amendment provides
that: (i) none of Holdco, QMLP, QELP, QMLP GP, QELP GP, QRCP
Merger Sub, QELP Merger Sub, QMLP Merger Sub, QMHC nor any of
their respective subsidiaries, affiliates, associates,
stockholders or unitholders shall be deemed to be an Acquiring
Person (as defined in the Rights Agreement), and (ii) no Section
11(a)(ii) Event, Section 13 Event, Distribution Date, Stock
Acquisition Date or Triggering Event (all as defined in the Rights
Agreement) shall be deemed to have occurred, in each case, as a
result of (a) the approval, execution, delivery or performance of
the Merger Agreement or any other Transaction Document (as defined
in the Merger Agreement), (b) the consummation of any of the
transactions contemplated thereby, including the QRCP Merger, or
(c) the announcement of any of the foregoing.

The Rights Amendment also redefines the term "Final Expiration
Date" to include the time immediately prior to the Effective Time
(as defined in the Merger Agreement).  As a result, the Rights
Agreement shall expire in connection with the closing of the QRCP
Merger if the Rights Agreement has not otherwise terminated.

           Amendment to QMLP Investors' Rights Agreement

On July 1, 2009, QRCP entered into Amendment No. 1 to Amended and
Restated Investors' Rights Agreement with QMLP, QMLP GP and
investors holding a majority of the common units in QMLP to amend
the Amended and Restated Investors' Rights Agreement, dated as of
November 1, 2007.

Among other things, the QMLP IRA provided for Swank MLP
Convergence Fund LP, Swank Investment Partners, LP, The Cushing
MLP Opportunity Fund I, LP and The Cushing GP Strategies Fund, LP,
and Alerian Opportunity Partners IV, L.P. to each have a separate
and independent right to designate an individual to serve as a
member of the board of directors of QMLP GP and for QRCP to
designate the remaining members of the board of directors.  The
QMLP IRA Amendment eliminated the right of Alerian Opportunity
Partners IV, L.P. to designate a member to QMLP GP's board of
directors.  The QMLP IRA Amendment also amended the term of the
QMLP IRA so that the QMLP IRA will terminate upon the earlier to
occur of the completion of an initial public offering by QMLP and
the consummation of the transactions contemplated by the Merger
Agreement.  The QMLP IRA Amendment will be disregarded and have no
effect if the Merger Agreement is terminated for any reason.

              Amendment to QMLP Partnership Agreement

On July 1, 2009, QRCP, QMLP GP and the limited partners of QMLP
party thereto entered into Amendment No. 2 to the Second Amended
and Restated Agreement of Limited Partnership of Quest Midstream
Partners, L.P. to amend the Second Amended and Restated Agreement
of Limited Partnership, dated as of
November 1, 2007, as amended by Amendment No. 1 effective as of
January 1, 2007.

The parties amended the Partnership Agreement to clarify that no
private investor that purchased common units of QMLP nor its
representatives will be deemed affiliates of QMLP, QMLP GP or
QRCP, including but not limited to as a result of service on the
board of directors of QMLP GP by such investor or its
representative, because of a contractual right to appoint a member
to the board of directors of QMLP GP or because of ownership of
less than a majority of the membership interests in QMLP GP.  The
Partnership Agreement Amendment also authorized QMLP GP to convert
QMLP to a limited liability company as part of the transactions
contemplated by the Merger Agreement without the approval of the
limited partners of QMLP.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/
http://www.qelp.netand http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


QUEST RESOURCE: Has Until August 15 to Submit Financial Reports
---------------------------------------------------------------
Quest Resource Corporation reports that on June 30, 2009, it
entered into a Fifth Amendment to Amended and Restated Credit
Agreement that, among other things, amended or waived certain of
the representations and covenants contained in the Amended and
Restated Credit Agreement dated as of July 11, 2008 among QRCP,
Royal Bank of Canada and the lenders party thereto, as amended, to
to, among other things:

     (i) defer until August 15, 2009, QRCP's obligation to
         deliver to RBC unaudited stand alone balance sheets
         and related statements of income and cash flows for
         the fiscal quarters ending September 30, 2008 and
         March 31, 2009;

    (ii) waive financial covenant (namely the interest coverage
         ratio and leverage ratio) events of default for the
         fiscal quarter ended June 30, 2009;

   (iii) waive any mandatory prepayment due to any collateral
         deficiency during the fiscal quarter ended
         September 30, 2009; and

    (iv) defer until September 30, 2009, the interest payment
         due on June 30, 2009, which amount will be represented
         by a promissory note bearing interest at the Base Rate
         (as defined in the QRCP Credit Agreement) with a
        maturity date of September 30, 2009.

QRCP will pay the lenders a $25,000 amendment fee, which amount
will be represented by a promissory note bearing interest at the
Base Rate with a maturity date of July 11, 2010.  The QRCP Fifth
Amendment is among QRCP, as borrower, QRCP's wholly owned
subsidiaries that have guaranteed the QRCP Credit Agreement, and
RBC, as administrative agent, collateral agent and a lender.

          Amendment to Quest Cherokee's Credit Agreement

QRCP also reports that on June 30, Quest Cherokee, LLC, Quest
Energy Partners, L.P., -- QELP together with Quest Cherokee,
"Quest Energy" -- and Quest Cherokee Oilfield Service, LLC entered
into a Fourth Amendment to Amended and Restated Credit Agreement
that amended a covenant contained in the Amended and Restated
Credit Agreement dated as of November 15, 2007 among QRCP, Quest
Cherokee, QELP, Royal Bank of Canada, KeyBank National
Association, and the lenders party thereto, as amended, to defer
until August 15, 2009, Quest Energy's obligation to deliver to RBC
unaudited consolidated balance sheets and related statements of
income and cash flows for the fiscal quarters ending September 30,
2008 and March 31, 2009.  Quest Energy paid the lenders a $185,000
amendment fee.  The Quest Cherokee Fourth Amendment is among Quest
Cherokee, as borrower, QELP and QCOS as guarantors, RBC as
administrative agent and collateral agent, KeyBank as
documentation agent and the required lenders party thereto.

On July 3, 2009, Quest Cherokee received notice from RBC, as
Administrative Agent under the Quest Cherokee Credit Agreement,
that the borrowing base under the Quest Cherokee Credit Agreement
had been reduced from $190 million to $160 million, which resulted
in the outstanding borrowings under the Quest Cherokee Credit
Agreement exceeding the new borrowing base by $14 million.  Under
the terms of the Quest Cherokee Credit Agreement, Quest Cherokee
must notify RBC by August 2, 2009 whether it elects to (i) repay
the Borrowing Base Deficiency within 30 days of such election,
(ii) repay the Borrowing Base Deficiency in four equal monthly
installments of $3.5 million or (iii) pledge additional oil and
gas properties as collateral for the Quest Cherokee Credit
Agreement to eliminate the Borrowing Base Deficiency.

In anticipation of the reduction in the borrowing base, QELP
amended or exited certain of its above market natural gas price
derivative contracts and, in return, received approximately
$26 million.  The strike prices on the derivative contracts that
QELP did not exit were set to market prices at the time.  At the
same time, QELP entered into new natural gas price derivative
contracts to increase the total amount of its future proved
developed natural gas production hedged to approximately 85%
through 2013.

On June 30, 2009, using these proceeds, QELP made a principal
payment of $15 million on the Quest Cherokee Credit Agreement.

Management believes that QELP has sufficient capital resources to
repay the $14 million Borrowing Base Deficiency and the $3.8
million principal payment due under the Quest Cherokee Term Loan
Agreement on August 15, 2009.  Management is currently pursuing
various options to restructure or refinance the Quest Cherokee
Term Loan Agreement. There can be no assurance that such efforts
will be successful or that the terms of any new or restructured
indebtedness will be favorable to QELP.

              Amendment to 2nd Lien Senior Term Loan

On June 30, 2009, Quest Cherokee, QELP and QCOS also entered into
a Second Amendment to Second Lien Senior Term Loan Agreement that
amended a covenant contained in the Second Lien Senior Term Loan
Agreement dated as of July 11, 2008 among Quest Cherokee, QELP,
RBC, KeyBank, Societe Generale and the lenders party thereto, as
amended, to defer until August 15, 2009, Quest Energy's obligation
to deliver to RBC unaudited consolidated balance sheets and
related statements of income and cash flows for the fiscal
quarters ending September 30, 2008 and March 31, 2009.

Quest Energy paid the lenders a $15,000 amendment fee.  The Quest
Cherokee Second Amendment is among Quest Cherokee, as borrower,
QELP and QCOS as guarantors, RBC as administrative agent and
collateral agent, KeyBank as syndication agent, Societe Generale
as documentation agent and the required lenders party thereto.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/
http://www.qelp.netand http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


RATHGIBSON INC: Commences Prepack Bankruptcy in Delaware
--------------------------------------------------------
RathGibson, Inc., and its domestic affiliates have begun
reorganization proceedings under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

In connection with the filing, RathGibson also has filed a
proposed plan of reorganization that provides for holders of
allowed general unsecured creditors to be unimpaired and paid in
full on undisputed amounts owed prior to the bankruptcy filing.
The plan has the unanimous support of the Company's prepetition
secured lender, Boards of Directors, and the management leadership
of the Company, as well as certain key noteholders.  The plan, if
consummated, will result in significantly reducing the Company's
debt burden.  The Chapter 11 filing marks an important step in
RathGibson's ongoing efforts to position the Company for long-term
success.

"The current management team inherited a significant debt load
that cannot be sustained, particularly in these challenging
financial markets," said Mike Schwartz, President and CEO of
RathGibson.  "As a result, we must take action to position the
Company for the future."

"No one should be confused about what a bankruptcy process means
for RathGibson.  Following a record year of performance in 2008
for RathGibson and the industry, we are experiencing demand levels
reduced by 50%.  This reduction in demand combined with our
leveraged position necessitates this action.  We will emerge from
this process stronger than ever."

Mr. Schwartz emphasized that the Chapter 11 filing should have no
impact on day-to-day operations. "We have, subject to bankruptcy
court approval, which we expect to obtain, secured 'debtor-in-
possession' financing which will provide the company with
sufficient liquidity to continue normal operations during this
transition period.  Our brand, our products, our quality systems
and our people remain strong.  This process is strictly a
financial restructuring of our debt.  We are fully committed to
ensuring that our valued customers and channel partners are not
affected by this restructuring process.  During this period, we
will work even more closely with our customers, channel partners,
vendors, suppliers and employees to deliver the same level of
service they expect and deserve from RathGibson.  I remain
thankful for the steadfast support of our employees and other
stakeholders throughout this entire process, and I am confident in
our ability to expand and pursue new opportunities for the
RathGibson brand."

Based in Lincolnshire, Illinois, RathGibson --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line). In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.


REAL MEX: Amends GECC and Credit Suisse Credit Facilities
---------------------------------------------------------
Real Mex Restaurants, Inc., reports that in connection with the
offering of $130.0 million aggregate principal amount of 14.0%
Senior Secured Notes due January 1, 2013, the Company entered
into:

     -- Amendment No. 4 to its Second Amended and Restated
        Revolving Credit Agreement, dated January 29, 2007,
        with the lenders party thereto and General Electric
        Capital Corporation, as agent and administrative agent

        See http://ResearchArchives.com/t/s?3f06

     -- a Second Amended and Restated Credit Agreement with RM
        Restaurant Holding Corp., the lenders party thereto and
        Credit Suisse, Cayman Islands Branch

        See http://ResearchArchives.com/t/s?3f07

                       GECC Credit Facility

The Senior Secured Credit Facility provides for a $15.0 million
revolving credit facility and a $25.0 million letter of credit
facility.  Obligations under the Senior Secured Credit Facility
are guaranteed by the guarantors and secured by a first-priority
security interest in substantially all of the assets of the
Company and the Guarantors.

The Amendment extends the term of the Senior Secured Credit
Facility to three years from the date of the Closing Date and
modifies certain financing covenants.  Interest on the outstanding
borrowings under the Senior Secured Credit Facility will be based
on the ninety-day LIBOR, plus 7.0%, with a ninety-day LIBOR floor
of 2.0%, and fees on the letters of credit issued thereunder will
accrue at a rate of 4.5% per annum.

                   Credit Suisse Credit Facility

The Company entered into an Amended and Restated Senior Unsecured
Credit Facility on October 5, 2006, providing for a $65.0 million
senior unsecured credit facility, consisting of a single term loan
maturing on October 5, 2010.

Pursuant to the Second Amendment, the principal balance of the
existing unsecured loan owing by the Company under the Senior
Unsecured Credit Facility was reduced from $65.0 million to $25.0
million through (i) the assumption by Holdco of
$25.0 million of such unsecured debt and (ii) the exchange by a
lender under the Senior Unsecured Credit Facility of
$15.0 million of such unsecured debt for $4,583,000 aggregate
principal amount of Notes.

Interest under the Senior Unsecured Credit Facility will accrue at
an annual rate of 16.5% and will be payable quarterly; provided
that (i) such interest will be payable in kind for the first four
quarters following the Closing Date and (ii) thereafter will be
payable in a combination of cash and in kind. The term of the
Senior Unsecured Credit Facility was extended to four years from
the Closing Date and certain covenants were modified.

                          About Real Mex

Headquartered in Cypress, California, Real Mex Restaurants, Inc. -
- http://www.realmexrestaurants.com/-- is a full-service Mexican
casual dining restaurant chain operator in the United States.  As
of December 28, 2008, the Company had 190 restaurants, located in
California.  Its four primary restaurant concepts, El Torito, El
Torito Grill, Chevys Fresh Mex and Acapulco Mexican Restaurant,
offer a variety of Mexican dishes and a selection of alcoholic
beverages, seven days a week for lunch and dinner, as well as
Sunday brunch.  The Company's three major subsidiaries are El
Torito Restaurants, Inc., Acapulco Restaurants, Inc., Chevys
Restaurants LLC, and a purchasing, distribution, and manufacturing
subsidiary, Real Mex Foods, Inc.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.


REAL MEX: Raises $130MM Through Offering of 14% Notes Due 2013
--------------------------------------------------------------
Real Mex Restaurants, Inc., on July 7, 2009, completed its
offering of $130.0 million aggregate principal amount of 14.0%
Senior Secured Notes due January 1, 2013, which are guaranteed by
the Company's parent, RM Restaurant Holding Corp., and all of the
Company's existing and future domestic restricted subsidiaries.

The net proceeds from the issuance of the Notes was used to
refinance a portion of the Company's existing indebtedness,
including repayment of its $105.0 million notes due April 1, 2010,
which accrued interest at rate of 10.25%, and to pay fees and
expenses in connection therewith.

The Notes were offered and sold in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, a limited number of
institutional accredited investors in the United States, and
outside the United States in reliance on Regulation S under the
Securities Act.  The Notes were issued pursuant to an indenture,
dated July 7, 2009, by and among the Company, the Guarantors and
Wells Fargo Bank, National Association, as trustee.

Pursuant to a registration rights agreement, Jefferies & Company,
Inc., serves as initial purchaser, agreeing to purchase the
Company's 14% Senior Secured Notes due 2013.

Prior to July 1, 2011, the Company may redeem up to 35% of the
original aggregate principal amount of Notes at a redemption price
equal to 114% of the principal amount thereof, plus accrued and
unpaid interest thereon, with the net proceeds of certain equity
financings; provided that (i) at least 65% of the aggregate
principal amount of Notes remains outstanding immediately after
such redemption and (ii) the redemption occurs within 90 days of
the date of the closing of such sale of our equity interests.

Prior to July 1, 2011, the Company may also redeem some or all of
the Notes at a "make-whole" premium.  On or after July 1, 2011,
the Company may redeem some or all of the Notes at 100% of the
Notes' principal amount, plus accrued and unpaid interest up to
the date of redemption.

Within 90 days of the end of each four fiscal quarter period
ending on or near December 31, beginning in 2009, the Company
must, subject to certain exceptions, offer to repay the notes with
75% of the Excess Cash Flow -- as defined in the Indenture -- from
the period, at 100% of the principal amount plus any accrued and
unpaid interest and liquidated damages.  If the excess cash flow
offer is prohibited by the terms of the senior secured revolving
credit facility, the Company will deposit the amount that would
have been used to fund the excess cash flow offer into an escrow
account.  Funds from the escrow account will only be released to
the Company to repay borrowings under the senior secured revolving
credit facility or to make an excess cash flow offer.

If the Company undergoes a change of control, it will be required
to make an offer to each holder to repurchase all or a portion of
their Notes at 101% of their principal amount, plus accrued and
unpaid interest up to the date of purchase.  If it sells assets
outside the ordinary course of business and does not use the net
proceeds for specified purposes, it may be required to use such
net proceeds to repurchase the Notes at 100% of their principal
amount, together with accrued and unpaid interest up to the date
of repurchase.

The terms of the Indenture generally limit the Company's ability
and the ability of its restricted subsidiaries to, among other
things: (i) make certain investments or other restricted payments;
(ii) incur additional debt and issue preferred stock; (iii) create
or incur liens on assets to secure debt; (iv) incur dividend or
other payment restrictions with regard to restricted subsidiaries;
(v) transfer, sell or consummate a merger or consolidation of all,
or substantially all, of assets; (vi) enter into transactions with
affiliates; (vii) change line of business; (viii) repay certain
indebtedness prior to stated maturities; (ix) pay dividends or
make other distributions on, redeem or repurchase, capital stock
or subordinated indebtedness; (x) engage in sale and leaseback
transactions; or (xi) issue stock of subsidiaries.

The Notes and the Guarantees are secured by a second-priority
security interest in substantially all of the assets of the
Company and the Guarantors, including the pledge of 100% of all
outstanding equity interests of each of the Company's domestic
subsidiaries.

On the Closing Date, in connection with the grant of the Security
Interests to Wells Fargo Bank, National Association, as collateral
agent, for the benefit of the holders of the Notes, these
agreements were entered into: (i) a Security Agreement by the
Company and the Guarantors in favor of the Collateral Agent; (ii)
a Stock Pledge Agreement, by the Company and the Guarantors in
favor of the Collateral Agent; (iii) a Membership Interest Pledge
Agreement, by CKR Acquisition Corp., a Delaware corporation, in
favor of the Collateral Agent; and (iv) a Trademark Collateral
Security and Pledge Agreement, by the Company and the Guarantors
in favor of the Collateral Agent.

A Form of Note and a copy of the Indenture, dated July 7, 2009, by
and among Real Mex Restaurants, Inc., the guarantors party thereto
and Wells Fargo Bank, National Association, as trustee, is
available at no charge at:

             http://ResearchArchives.com/t/s?3f00

A copy of the Registration Rights Agreement, dated July 7, 2009,
by and among Real Mex Restaurants, the guarantors party thereto
and Jefferies & Company, Inc., is available at no charge at
http://ResearchArchives.com/t/s?3f01

A copy of the Security Agreement, dated July 7, 2009, by Real Mex
Restaurants and the other grantors party thereto in favor of Wells
Fargo Bank, as collateral agent, is available at no charge at
http://ResearchArchives.com/t/s?3f02

A copy of the Stock Pledge Agreement, dated July 7, 2009, by Real
Mex Restaurants and the other grantors party thereto in favor of
Wells Fargo Bank, as collateral agent, is available at no charge
at http://ResearchArchives.com/t/s?3f03

A copy of the Membership Interest Pledge Agreement, dated
July 7, 2009, by CKR Acquisition Corp. in favor of Wells Fargo
Bank, as collateral agent, is available at no charge at
http://ResearchArchives.com/t/s?3f04

A copy of the Trademark Collateral Security and Pledge Agreement,
dated July 7, 2009, Real Mex Restaurants and the other assignors
in favor of Wells Fargo Bank, as collateral agent, is available at
no charge at:

             http://ResearchArchives.com/t/s?3f05

                       About Real Mex

Headquartered in Cypress, California, Real Mex Restaurants, Inc. -
- http://www.realmexrestaurants.com/-- is a full-service Mexican
casual dining restaurant chain operator in the United States.  As
of December 28, 2008, the Company had 190 restaurants, located in
California.  Its four primary restaurant concepts, El Torito, El
Torito Grill, Chevys Fresh Mex and Acapulco Mexican Restaurant,
offer a variety of Mexican dishes and a selection of alcoholic
beverages, seven days a week for lunch and dinner, as well as
Sunday brunch.  The Company's three major subsidiaries are El
Torito Restaurants, Inc., Acapulco Restaurants, Inc., Chevys
Restaurants LLC, and a purchasing, distribution, and manufacturing
subsidiary, Real Mex Foods, Inc.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.


REGAL CINEMAS: S&P Raises Issue-Level Rating on Debt to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Regal Cinemas Corp.'s secured debt to '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for secured
lenders in the event of a payment default, from '3'.  In addition,
S&P raised the issue-level rating on this debt to 'BB-' (one notch
higher than the 'B+' corporate credit rating on the company) from
'B+', in accordance with S&P's notching criteria for a '2'
recovery rating.

The change in the issue-level and recovery ratings reflects
Regal's announcement that it upsized the principal amount of its
8.625% senior notes due 2019 to $400 million from $300 million,
and that it intends to use all of the net proceeds of the offering
to repay a portion of its existing senior secured credit facility.
This results in a reduction in the amount of secured debt
outstanding under S&P's simulated default scenario and a
subsequent increase in recovery for secured lenders.

S&P rates Regal Cinemas on a consolidated basis with parent Regal
Entertainment Group.  The corporate credit rating on the company
is 'B+' and the rating outlook is stable.  The rating reflects
Regal'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.

                            Ratings List

                     Regal Entertainment Group
                        Regal Cinemas Corp.

          Corporate Credit Rating          B+/Stable/--

                         Revised Ratings

                        Regal Cinemas Corp.

            Secured                          BB-     B+
              Recovery Rating                2       3


RELIANCE INTERMEDIATE: S&P Assigns 'BB-' Rating on $250 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-' debt
rating to Reliance Intermediate Holdings LP's proposed 10-year
US$250 million senior notes.  The rating is based on preliminary
terms and conditions and is subject to review once final
documentation is received.

Part of the proceeds from the proposed issue will be used to lend
to Reliance LP for repayment of the drawdown on its credit
facility, with the remainder to be distributed to Alinda Capital
Partners LLC, its ultimate 100% owner, to repay RIHLP's earlier
equity injections.  Both of these amounts were used earlier to
repay the acquisition bridge financing.

"The proposed debt rating reflects that the ultimate source of
cash flow is derived from what S&P considers Reliance LP's
investment-grade business risk profile, supported by predictable
recurring revenue from the company's utility-like water heater
business (which contributes to 80% of its EBITDA) and partially
offset by the relatively more variable security monitoring
business," said Standard & Poor's credit analyst Greg Pau.

"Standard & Poor's also factors into the rating the structurally
subordinated nature of the proposed notes and the impact this will
have on RIHLP's ability to service these debts," Mr. Pau added.

RIHLP is a pure holding company whose only asset is its equity
interests in Reliance LP.  As such, S&P believes it will solely
rely on cash distributions from Reliance LP for servicing its
obligations under the proposed notes.


RITE AID: Compensation Panel OKs 2010 Long-Term Incentive Plan
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Rite Aid
Corp. approved on June 25, 2009, annual long-term incentive
compensation, consisting of equity and, for certain participants,
cash-based performance awards.

The plan participants include the "named executive officers",
other corporate executive officers and key managers of Rite Aid.
These awards, which have been made annually, are designed to align
Rite Aid's objectives with those of its shareholders to improve
Rite Aid's financial performance.

The Board approved a long-term incentive value for each
participant that is defined as a percentage of base salary,
provided in the form of a mix of nonqualified stock options,
restricted stock or cash performance awards.  The LTI Levels
approved for the named executive officers are:

     * 150% for Mary Sammons, Chief Executive Officer;

     * 100% for John Standley, President and Chief Operating
       Officer;

     * 100% for Frank Vitrano, Senior Executive Vice President,
       Chief Financial Officer and Chief Administrative
       Officer;

     * 85% for Brian Fiala, Executive Vice President Store
       Operations; and

     * 60% for Douglas Donley, Senior Vice President, Chief
       Accounting Officer.

The Board established the financial goals and each participant's
target for the cash performance awards under the 2010 long-term
incentive plan.  The cash performance awards, or "performance
units", are based upon reaching certain target levels of Adjusted
EBITDA (earnings before interest, taxes, depreciation,
amortization and certain other adjustments) for the combined three
fiscal years of 2010, 2011 and 2012.  The target levels of
Adjusted EBITDA are set each year of the three year performance
period.  The possible payout of the performance awards range from
zero to 200% of the target amount, depending on Adjusted EBITDA as
compared to target for the combined three-year performance period,
with the awards paid in cash at the end of the period.  The
nonqualified stock options granted under the 2010 long-term
incentive plan will vest 1/4 per year over four years from the
date of grant, generally based on continued employment, and will
be priced at the closing price on the date of grant.  The
restricted stock vests 1/3 per year over three years from the date
of grant, generally based on continued employment.

Pursuant to the 2010 long-term incentive plan, the equity awards
granted to the named executive officers under the 2006 Omnibus
Equity Plan are:

     * Ms. Sammons, 967,700 stock options and 302,400 shares of
       restricted stock;

     * Mr. Standley, 580,600 stock options and 181,500 shares
       of restricted stock;

     * Mr. Vitrano, 451,600 stock options and 141,100 shares of
       restricted stock;

     * Mr. Fiala, 250,900 stock options and 78,400 shares of
       restricted stock; and

     * Mr. Donley, 128,100 stock options and 40,000 shares of
       restricted stock.

Cash performance units were also granted in these target amounts
to the named executive officers:

     * Ms. Sammons, $525,000;
     * Mr. Standley, $315,000;
     * Mr. Vitrano, $245,000;
     * Mr. Fiala, $136,100 and
     * Mr. Donley, $69,500,

which will be paid only if Rite Aid achieves certain target levels
of Adjusted EBITDA for the three-year performance period.

In addition, the Board granted supplemental nonqualified stock
options under the 2006 Omnibus Equity Plan to certain corporate
executive officers of Rite Aid, including Messrs. Fiala and Donley
as follows:  Mr. Fiala, 474,100 stock options; and Mr. Donley,
121,900 stock options.  The nonqualified stock options will vest
1/4 per year over four years from the date of the grant, generally
based on continued employment, and will be priced at the closing
price on the date of grant.

                  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.


RITE AID: Gets New $1-Bil. Senior Secured Revolving Credit Loan
---------------------------------------------------------------
As part of Rite Aid Corporation's refinancing of its September
2010 debt maturities, on June 26, 2009, Rite Aid entered into a
refinancing amendment to its Amended and Restated Credit
Agreement, dated as of June 5, 2009.

Rite Aid obtained a new $1.0 billion senior secured revolving
credit facility.

Borrowings under the New Revolver bear interest, at Rite Aid's
option, at (a) an adjusted LIBOR rate with a floor of 3.00% per
annum, plus the New Revolver Margin or (b) the greater of (x)
Citibank's base rate with a 4.00% per annum base rate floor and
(y) the federal funds rate plus 0.50%, in each case plus the New
Revolver Margin.

The "New Revolver Margin" is 4.50% for LIBOR borrowings and 3.50%
for base rate borrowings, and following the second fiscal quarter
after the effective date of the New Revolver, can fluctuate
depending on the amount of revolver availability, as specified in
the Restated Credit Agreement as modified by the Amendment.

Rite Aid is required to pay fees on the daily unused amount of the
New Revolver in an amount per annum equal to 1.00% and, following
the second fiscal quarter after the effective date of the New
Revolver, in an amount per annum equal to 1.00% or 0.75% depending
on the amount of revolver availability.  The New Revolver will be
guaranteed by the same subsidiaries that guarantee Rite Aid's
senior secured credit facility and its 9.750% senior secured notes
due 2016.

The Subsidiary Guarantors also guarantee Rite Aid's outstanding
10.375% senior secured notes due 2016, 7.5% senior secured notes
due 2017, 8.625% senior notes due 2015, 9.375% senior notes due
2015 and 9.5% senior notes due 2017.  The New Revolver and the
guarantees thereof are secured by the same senior liens granted by
the Subsidiary Guarantors on the collateral that secures Rite
Aid's obligations under its senior secured credit facility and the
9.750% Notes.  The New Revolver has the same covenants and events
of default as the Restated Credit Agreement and the amounts drawn
on the New Revolver become due and payable in September 2012.

In connection with the establishment of the New Revolver, Rite Aid
will retire Rite Aid's existing revolving credit facility and pay
related fees and expenses.

A copy of Refinancing Amendment No. 2, dated June 26, 2009, is
available at no charge at http://ResearchArchives.com/t/s?3efc

Rite Aid notes that certain financial institutions and their
affiliates related to the transactions have performed investment
banking, commercial banking and advisory services for Rite Aid
from time to time for which they have received customary fees and
expenses.  Citigroup Global Markets Inc. acted as joint lead
arranger and joint book-runner, and an affiliate of Citigroup
Global Markets Inc. is the administrative agent and collateral
agent, under Rite Aid's senior secured credit facility, including
the New Revolver.  Banc of America Securities LLC acted as joint
lead arranger and joint book-runner, and an affiliate of Banc of
America Securities LLC is the syndication agent, under Rite Aid's
senior secured credit facility, including the New Revolver.
Wachovia Capital Markets, LLC, acted as joint lead arranger and
joint book-runner and an affiliate of Wachovia Capital Markets,
LLC, acted as co-documentation agent under the New Revolver.

Affiliates of the financial institutions are lenders under Rite
Aid's senior secured credit facility, including the New Revolver.
In connection with these roles, these financial institutions and
their respective affiliates each received customary fees.
Affiliates of one or more of the financial institutions are also
lenders under Rite Aid's existing revolving credit facility being
repaid in connection with the New Revolver.

                  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.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of
February 28, 2009.


RITZ CAMERA: Court Approves July 20 Auction for All Assets
----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved bidding procedures to govern the sale of
substantially all assets of Ritz Camera Centers Inc. and required
the U.S. Trustee for Region 3 to appoint a consumer privacy
ombudsman.

An auction will take place on July 20, 2009, at 10:00 a.m., at the
office of Colley Godward Kronish LLP at 1114 Avenue of the
Americas in New York, followed by a sale hearing on July 23, 2009,
at 3:30 p.m.

The stalking-horse bidder will receive a break-up fee of up to 2%
of the total guaranteed value for the Debtors' assets if the
Debtors consummate the sale to another party.

Several landlords for the Debtors' assets protected before the
Court that their bidding procedures are unreasonable and sale
guidelines lack appropriate restriction, Law360 reports.

The landlords that objected to the Debtors' request are:

-- The Macerich Company;

-- RREEF Management Company;

-- The Forbes Company;

-- Cousins Properties Inc.;

-- Passco Real Estate Enterprises Inc.;

-- Black Equities Group Ltd.;

-- The Prudential Insurance Company of America;

-- CambridgeSide Galleria Associates Trust fka
    Riverside Galleria Associates Trust;

-- GRE Vista Ridge L.P.;

-- Inland US Management LLC;

-- Inland Southwest Management LLC;

-- Inland American Retail Management LLC;

-- Inland Commercial Property Management Inc.; and

-- Ardmore Partners L.P.

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A. is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of $172.1
million.


RIVIERA HOLDINGS: Board Raises CFO Simons' Annual Salary
--------------------------------------------------------
The Board of Directors of Riviera Holdings Corporation on
June 29, 2009, increased the annual salary of Phillip B. Simons,
the Company's Treasurer and Chief Financial Officer and Riviera
Operating Company's Treasurer, Vice President of Finance and CFO,
from $175,000 to $200,000.  The Board also set a 2009 target award
of $100,000 for Mr. Simons under the Company's Incentive
Compensation Program.  Awards under the Program for fiscal 2009
are discretionary.

                     About Riviera Holdings

Riviera Holdings Corp., through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino (Riviera Las Vegas) located on the Las Vegas Boulevard in
Las Vegas, Nevada.  The Company, through its wholly owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino (Riviera Black Hawk), a limited-stakes
casino in Black Hawk, Colorado.  Riviera Las Vegas comprises
approximately 1.8 million square feet, including 110,000 square
feet of casino space, a 160,000-square-foot convention, meeting
and banquet facility; 2,075 hotel rooms (including 177 luxury
suites) in five towers; three restaurants; a buffet; four
showrooms; a lounge, and approximately 2,300 parking spaces.
Riviera Black Hawk has 32,000 square feet of gaming space, parking
for approximately 520 vehicles, a 252-seat buffet, two bars and an
entertainment center with seating for approximately 400 people.

On March 31, 2009, Standard & Poor's Ratings Services lowered its
corporate credit and issue-level ratings for Riviera to 'D',
following the company's announcement that it did not pay the
roughly $4 million of accrued interest on the company's $245
million credit facility.

The Company stated in its March 2009 Form 10-Q filing that it was
continuing to negotiate with its various creditor constituencies
to refinance or restructure its debt.  Riviera added that if it is
unable to complete a refinancing or consensual out-of-court
restructuring, it would likely be compelled to seek protection
under Chapter 11 of the U.S. Bankruptcy Code.


RIVIERA HOLDINGS: Misses Interest Payment; In Talks With Lender
---------------------------------------------------------------
Riviera Holdings Corporation on June 30, 2009, failed to pay
interest due under the Company's $245 million Credit Agreement,
dated June 8, 2007, entered into by the Company and its restricted
subsidiaries with Wachovia Bank, National Association, as
administrative agent.

July 6, 2009, marked the end of a three-day grace period to pay
interest due on June 30, 2009, under the Credit Facility.  The
Company's failure to pay interest due on any loan within the
Credit Facility within a three-day grace period from the due date
is an event of default under the Credit Facility.

Certain other events of default under the Credit Facility,
including the Company's failure to pay interest due, had occurred
or were continuing to occur.  As a result of such defaults,
outstanding principal and unpaid interest bears interest at
increased rates, as well as certain other limitations are in
effect, as provided in the Credit Facility.

The Company continues to engage Wachovia in discussions regarding
events of default under the Credit Facility.

Trading of the Company's common stock on the NYSE AMEX LLC was
suspended as of the close of trading on June 25, 2009.  Effective
June 26, the Company's common stock became available for quotation
on the Pink OTC Markets, Inc.

                     About Riviera Holdings

Riviera Holdings Corp., through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino (Riviera Las Vegas) located on the Las Vegas Boulevard in
Las Vegas, Nevada.  The Company, through its wholly owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino (Riviera Black Hawk), a limited-stakes
casino in Black Hawk, Colorado.  Riviera Las Vegas comprises
approximately 1.8 million square feet, including 110,000 square
feet of casino space, a 160,000-square-foot convention, meeting
and banquet facility; 2,075 hotel rooms (including 177 luxury
suites) in five towers; three restaurants; a buffet; four
showrooms; a lounge, and approximately 2,300 parking spaces.
Riviera Black Hawk has 32,000 square feet of gaming space, parking
for approximately 520 vehicles, a 252-seat buffet, two bars and an
entertainment center with seating for approximately 400 people.

On March 31, 2009, Standard & Poor's Ratings Services lowered its
corporate credit and issue-level ratings for Riviera to 'D',
following the company's announcement that it did not pay the
roughly $4 million of accrued interest on the Company's $245
million credit facility.

The Company stated in its March 2009 Form 10-Q filing that it was
continuing to negotiate with its various creditor constituencies
to refinance or restructure its debt.  Riviera added that if it is
unable to complete a refinancing or consensual out-of-court
restructuring, it would likely be compelled to seek protection
under Chapter 11 of the U.S. Bankruptcy Code.


RONSON CORP: Wells Fargo Extends Moratorium Until July 17
---------------------------------------------------------
Ronson Corporation said its primary lender, Wells Fargo Bank,
National Association, has further extended its moratorium during
which the bank will not assert rights relating to existing events
of default, through July 17, 2009, or such earlier date permitted
under the Company's agreement with the bank.  During the extended
moratorium, the bank will continue to provide advances under the
Company's revolving credit line, in amounts up to $2,500,000, in
addition to an overadvance facility of $750,000.

Wells Fargo has also agreed with the Company to extend the
moratorium to August 15, 2009, and to increase its overadvance
facility to $1,000,000, if one of two conditions is satisfied.
The moratorium will be extended, and the overadvance facility
increased, if the purchaser's financing contingency under the
Company's agreement to divest its aviation division is satisfied
prior to July 17, 2009.

Similarly, the moratorium will be extended, and the overadvance
facility increased, if, prior to July 17, 2009, the Company has
procured a firm letter of intent for the divestiture of its
consumer products division under terms that would permit the
Company to discharge its indebtedness to Wells Fargo.  Although
the Company is actively seeking to consummate the sale of its
aviation division and to identify opportunities to maximize the
value of its consumer products division, there can be no assurance
that the conditions to extend the moratorium further will be met.

Ronson Corporation's operations include its wholly owned
subsidiaries: 1) Ronson Consumer Products Corporation in
Woodbridge, New Jersey, and Ronson Corporation of Canada Ltd., and
2) Ronson Aviation, Inc., a fixed-based operation at Trenton-
Mercer Airport, Trenton, New Jersey.


SFK PULP: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
SFK Pulp Fund to B3 from B1, concluding a review initiated on
April 27, 2009.  At the same time, Moody's lowered the senior
secured debt ratings of SFK to B2 from Ba3 and lowered the
company's speculative grade liquidity rating to SGL 3 from SGL 2.
The rating outlook is negative.

The rating action reflects the considerable deterioration in SFK's
operating and financial performance.  The company has suffered
from declining demand, and low pulp prices, which have been
compounded by the recent strengthening of the Canadian dollar in
connection with higher fiber costs and impact from the alternative
fuel tax credit has led to very low price realizations for SFK.
In April 2009, SFK lost its favorably priced fibre supply
arrangement with AbitibiBowater in connection with
AbitibiBowater's Chapter 11 filing.  SFK is in the process of
securing new fibre supply contracts at prices higher than previous
rates.  The alternative fuel tax credit has depressed pulp prices
and has added pulp to an over supplied market as otherwise
unprofitable US pulp producers have been incentivized to continue
production.  Despite recent signs that global pulp demand and
pricing may have begun to stabilize, Moody's does not project a
material rebound in pulp prices until supply is further curtailed
and demand outside of China returns.  The company's profitability
will also continue to be impacted by the absorption of costly
production curtailments in efforts to match production with weak
demand.

The B3 corporate family rating of SFK reflects the company's
limited financial flexibility due to its high financial leverage,
small scale, and its exposure to the volatile pulp market with no
diversification.  The company has limited operational flexibility
with only one virgin fiber based market pulp mill in Canada and
two recycled based pulp mills in the US.  In addition, the company
is structured to distribute its free cash flow to its unit
holders.  Although the company has demonstrated discipline in
sizing cash distributions in line with market conditions, the
company's distribution focus corporate structure constrains the
ratings.  SFK's rating is supported by the company's relatively
low-cost asset base with good backward integration into a self
sufficient energy supply.

The downgrade in the liquidity rating to SGL-3 reflects a modest
cash balance ($17 million at March 31, 2009) and Moody's
expectation of negative free cash flow over the next four
quarters, despite likely working capital improvements.  Moody's
considers the company's alternative liquidity as weak due to the
absence of non-core assets that can be sold to augment liquidity
should the need arise.  SFK is expected to qualify for
environmental funding under the Canadian federal government's
recently announced "Green Transformation Program" which will
provide a credit of C$0.16/litre of black liquor burned by
Canadian pulp and paper mills in calendar 2009.  This should allow
the company to preserve some liquidity over the next three years
in funding energy efficiency and environmental improvement capital
expenditures.

The negative outlook reflects the company's constrained liquidity
position and challenging industry conditions and the possibility
that SFK's ratings could be downgraded further should operating
and financial performance not improve once the alternative fuel
tax credit expires at the end of the year.

Downgrades:

Issuer: SFK Pulp Fund

  -- Probability of Default Rating, Downgraded to B3 from B1

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

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Senior Secured Bank Credit Facility, Downgraded to B2, LGD3,
     38% from Ba3, LGD3, 37%

Outlook Actions:

Issuer: SFK Pulp Fund

  -- Outlook, Changed To Negative From Rating Under Review

Moody's last rating action was on April 27, 2009, when SFK's
rating was put on review for possible downgrade.

Headquartered in Saint-Felicien, Quebec, SFK is a publicly traded
income trust that operates a northern bleached softwood kraft pulp
mill in Saint-Felicien, Quebec (approximately 450 kilometers north
of Montreal) and two recycled bleached kraft pulp mills in
Menominee, Michigan and Fairmont, West Virginia.


SHOOK DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shook Development Corporation
        1601 Pacific Coast Hwy, Ste 300
        Hermosa Beach, CA 90254

Case No.: 09-27534

Chapter 11 Petition Date: July 10, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Thomas Corcovelos, Esq.
                  Corcovelos Law Group
                  1001 Sixth St., Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116

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

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


Debtor's List of 20 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
South Bay Fire                                        $789
Extinguisher Co.

Forensic Tile                                         $990
Consultants

Summit Consulting                                     $1,122

Barkley Court                                         $1,432
Reporters, Inc.

Conrad Associates                                     $1,942

Schindler Elevator                                    $3,706
Corporation

Roofing & Waterproofing                               $3,828
Forensics

City National Security                                $5,355

Cellar Masters                                        $6,450

ForensisGroup, Inc.                                   $6,620

Veritext Los Angeles                                  $6,659
Reporting Co.

Neil D. Kugel, CPA                                    $6,727

American Arbitration                                  $6,899
Association

Ribb Accountancy                                      $7,550

Home Depot                                            $11,900

B Wilson Partners LLC                                 $12,000

Kring & Chung                                         $33,662
Attorneys LLP

Parking Concepts, Inc.                                $33,783

SHEPPARD MULLIN                                       $444,415
48th Floor 333 South                                   Collateral
Hope St.                                              FMV
LA, CA 90071                                          $250,000

ITC                                                   $281,000
1601 Pacific Coast
Highway Suite 290
Hermosa Beach, CA
90254


SIERRA WEST BUSINESS: Case Summary & 8 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Sierra West Business Park, LLC
        41 Summit St
        Jackson, CA 95642

Bankruptcy Case No.: 09-34235

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Howard S. Nevins, Esq.
                  2150 River Plaza Dr #450
                  Sacramento, CA 95833-3883
                  Tel: (916) 925-6620

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

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

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

          http://bankrupt.com/misc/caeb09-34235.pdf

The petition was signed by Ciro L. Toma, managing member of the
Company.


SINCLAIR BROADCAST: Tells Noteholders of Looming Liquidity Crunch
-----------------------------------------------------------------
Sinclair Broadcast Group, Inc., and its advisors, who have been
retained to assist the Company with restructuring its debt, on
July 8, 2009, met with certain holders of its 3.0% and 4.875%
Convertible Senior Notes, which convertible notes may be put back
to the Company in May 2010 and January 2011, respectively, to
discuss refinancing options with respect to the convertible notes.

The Company advised their noteholders that:

     -- its business is showing no signs of recovery;

     -- it anticipates a slow advertising recovery beginning
        only in the second half of 2010;

     -- Sinclair's estimated 2009 Net Broadcast Revenue is
        $530,700,000 and estimated 2009 EBITDA is $159,000,000;

     -- it is unable to sell its non-television investments due
        to a lack of buyers with access to credit;

     -- the overhang of the puts on the 3% and 4.875%
        convertible notes and the recent rating agency
        downgrades makes its ability to raise new money at
        reasonable rates even less attainable;

     -- Cunningham Broadcasting Corporation, its LMA partner,
        is facing a potential bankruptcy which would cause a
        default under Sinclair's Bank Credit Agreement, and may
        result in the rejection by Cunningham in its bankruptcy
        case of Sinclair's six LMA's with Cunningham.  Any
        rejection by Cunningham of these agreements would
        result in material loss of revenue, business cash flow
        and enterprise value of Sinclair;

     -- Any restructuring of Sinclair's 3% and 4.875%
        convertible notes needs to address potential
        refinancing or extension of the maturity of the
        revolving loan facility, which is currently scheduled
        to mature in June 2011;

     -- Sinclair needs to be able to handle future maturities
        (like those of the 6% and 8% notes), as well as
        amortization and interest coverage in a rising rate
        environment; and

     -- Restructuring the 3% and 4.875% convertible notes at
        higher redemption prices leaves very little EBITDA
        cushion

During the July 8 meeting, the Company provided the attending
convertible noteholders with a restructuring proposal for the
notes.  Although no agreement was reached during that meeting, the
Company will continue to discuss solutions, either directly with
the noteholders or through its advisors.  The Company can provide
no assurance that an acceptable solution will be reached with the
convertible noteholders.

Pursuant to the discussions, the Company disclosed certain
material, non-public information.  The noteholders in attendance
who were provided such material, non-public information were
subject to a confidentiality and standstill agreement, the terms
of which precluded the noteholders from disclosing or using such
information for purposes of, among others, transacting business
with respect to the Company's securities.  The confidentiality and
standstill agreement expired July 10.

A full-text copy of the Selected Information Provided to Certain
3% and 4.875% Noteholders Pursuant to a Non-Disclosure Agreement
Expiring July 10, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?3f19

The Company has a high level of debt, totaling $1,332,800,000 at
March 31, 2009, compared to the book value of shareholders'
deficit of $151,600,000 as of the same date.  The total debt
includes:

     -- $488,500,000 relating to the Company's 3.0% Notes, face
        value of $345,000,000 and its 4.875% Notes, face value
        of $143,500,000, which the holders may require the
        Company to repurchase for cash at a price equal to 100%
        of the principal amount, plus accrued and unpaid
        interest on May 15, 2010, and January 15, 2011,
        respectively; and

     -- $428.9 million relating to the Company's bank credit
        facility.

Moreover, the debt of Sinclair Television Group, Inc., the
television operating subsidiary of Sinclair Broadcast Group,
totaled $657,200,000 at March 31, 2009.  Additionally, STG
guarantees $547,900,000 of the Parent debt.

The Company says it may not be able to address the put options
exercisable in May 2010 and January 2011, related to its 3.0%
Notes and 4.875% Notes, respectively.

The Company believes that at its current stock trading price
levels, it is highly probable that the noteholders will exercise
their put option.  The Company says it does not have the cash
necessary to meet repurchase obligations.

Aside from discussions with certain of the noteholders, the
Company says it may seek access to capital markets to secure debt
and equity financing.

"The inability to refinance or retire such notes on their
respective put dates could have a significant negative impact on
our operating results, the value of our securities and our
financial condition, and could cause us to consider other
restructuring and deleveraging alternatives, including a voluntary
bankruptcy filling under Chapter 11 of the U.S. Bankruptcy Code,"
the Company says.

The Company is slated to host a conference call either on
July 13, 2009, or July 14, 2009, to discuss the meeting with the
convertible noteholders and answer questions.  The date, time and
dial-in information for the conference call will be distributed by
press release prior to the call.

The Company has updated the risk factors that may impair its
business operations and liquidity in an adverse way.  See:

               http://ResearchArchives.com/t/s?3f17

                     About Sinclair Broadcast

Based in Baltimore, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI)
-- http://www.sbgi.net/-- one of the largest and most diversified
television broadcasting companies, currently owns and operates,
programs or provides sales services to 58 television stations in
35 markets.  Sinclair's television group reaches approximately 22%
of U.S. television households and includes FOX, ABC, CBS, NBC, MNT
and CW affiliates.


SOLERA HOLDINGS: S&P Gives Positive Outlook; Keeps 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
San Diego-based Solera Holdings Inc. to positive from stable.  At
the same time, S&P affirmed its 'BB-' corporate credit rating on
the company.  S&P also affirmed the 'BB-' rating on the company's
first-lien credit facilities, with a recovery rating of '3',
reflecting the expectation of meaningful (50%-70%) recovery in the
event of a payment default.

"The outlook revision reflects the company's continued improvement
in operating results," said Standard & Poor's credit analyst
Jennifer Pepper, "which has allowed the company to improve its
adjusted debt leverage and cash flow protection metrics."


SOLSTICE LLC: Court Establishes August 14 Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established August 14, 2009, at 5:00 p.m. as the bar date for the
filing of proofs of claim or equity interests in Solstice, LLC, et
al.'s bankruptcy cases.

The governmental unit bar date is September 11, 2009, at 5:00 p.m.
for the Debtors other than Solstice 7 and December 9, 2009, at
5:00 p.m. for Solstice 7.

Proofs of claim or equity interests must be filed so as to be
actually received not later than 5:00 p.m. on the applicable bar
dates.

Based in San Francisco, California, Solstice LLC and affiliates
operate luxury destination homes and a yacht in the U.S., Europe
and Latin American.  Solstice, LLC, dba Solstice Collection, and
14 of its affiliates filed for Chapter 11 on March 5, 2009 (Bankr.
S.D. N.Y., Case No. 09-11010).  Solstice Ownership 7, S.r.l.
filed for bankruptcy on June 12, 2009.  Arthur Jay Steinberg,
Esq., and Heath D. Rosenblat, Esq., at King & Spalding LLP,
represent the Debtor.


SOUTHEAST WAFFLES: Ch. 11 Plan Relies on Franchiser Takeover
------------------------------------------------------------
Southeast Waffles LLC has presented a proposed Chapter 11 plan,
built upon a takeover of its 105 Waffle House restaurants by
franchiser Waffle House Inc.

Waffle House will spend $18.6 million in payments to Southeast
Waffles' creditors.  Bill Rochelle at Bloomberg News relates that
according to the disclosure statement attached to the Plan,
unsecured creditors will recover 25% to 38% of their claims over
several years.  All of the assets of the Debtor will be pledged to
the secured lender FirstBank to secure a debt of $8.8 million
payable over seven years.  Tax claims of $4 million will be
stretched out over five years.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


SOVRAN SELF: Fitch Downgrades Issuer Default Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has issued a credit analysis report on Sovran Self
Storage, Inc., and Sovran Acquisition Limited Partnership.

On May 8, 2009, Fitch downgraded and placed Sovran's ratings on
Rating Watch Negative.  The downgrades center on the fact that the
company's leverage covenants contained in its unsecured debt
agreements limit the company's liquidity and restrict Sovran's
financial flexibility.

The ratings were downgraded:

Sovran Self Storage, Inc.

  -- Issuer Default Rating (IDR) to 'BB+' from 'BBB-';

  -- $125 million senior unsecured revolving credit facility to
     'BB+' from 'BBB-';

  -- $250 million senior unsecured term loan to 'BB+' from 'BBB-';

  -- $250 million senior unsecured term notes to 'BB+' from
     'BBB-'.

Sovran Acquisition Limited Partnership (as co-borrowers)

  -- IDR to 'BB+' from 'BBB-';

  -- $125 million senior unsecured revolving credit facility to
     'BB+' from 'BBB-';

  -- $250 million senior unsecured term loan to 'BB+' from 'BBB-';

  -- $250 million senior unsecured term notes to 'BB+' from
     'BBB-'.


SPAULDING HILL: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Spaulding Hill Development, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 09-12540

Chapter 11 Petition Date: July 8, 2009

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

Judge: J. Michael Deasy

Debtor's Counsel: Robert L. O'Brien, Esq.
                  Attorney at Law
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  Email: robjd@mail2firm.com

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

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

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

          http://bankrupt.com/misc/nhb09-12540.pdf

The petition was signed by Vatche Manoukian, managing member of
the Company.


SPANSION INC: Former Employees Request Class Certification
----------------------------------------------------------
Wesley Cabreros and David Refuerzo, on behalf of other similarly
situated persons, ask the U.S. Bankruptcy Court for the District
of Delaware pursuant to Rule 7023 of the Federal Rules of
Bankruptcy Procedure, to certify their complaint against Spansion
Inc. and its affiliates as a class action.  The Plaintiffs ask the
Court to certify a class defined as:

  All Spansion employees who have suffered an employment loss as
  a consequence of a mass layoff, plant closing, or termination
  that occurred at Spansion's Sunnyvale, California site of
  employment commencing on or about February 23, 2009, and who
  received less than 60 days advance notice of the mass layoff,
  plant closing, or termination.

The Plaintiffs assert the proposed class consist of more than 600
people that filing of a joinder of all members is impracticable.
The Plaintiffs further aver that the common questions of fact and
law arising from Spansion's conduct, include:

   (a) Whether the provisions of the WARN Act apply to Spansion;

   (b) Whether Spansion's employee terminations constitute a
       mass layoff, plant closing, or termination;

   (c) Whether Spansion failed to provide the notices required
       by the Worker Adjustment and Retraining Notification Act.

   (d) Whether Spansion is entitled to an exception from the
       WARN Act's notice requirements;

   (e) Whether Spansion's act or omission in violation of the
       WARN Act was done in good faith and whether Spansion had
       reasonable grounds for believing that its act or omission
       was not a violation of the WARN Act; and

   (f) The appropriate legal standards and formulae for
       determining and computing damages under the WARN Act.

Moreover, all Plaintiffs and putative class members allege the
same injury arising from the same course of conduct by Spansion.

In reply, the Debtors said they do not oppose the request for
class certification although they do not necessarily agree with
each of the factual or legal assertions in the Motion.

                      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: International's Schedules of Assets & Debts
---------------------------------------------------------
A.   Real Property                                           $0

B.   Personal Property                                        0
B.1  Cash on hand
       Spansion International, Inc.(Germany)               165
       Spansion International, Inc. (Italy)              3,392
       Spansion International, Inc. (Korea)                196
       Spansion International, Inc. (Taiwan)               185

B.2  Bank Accounts
       Handelsbanken                                    86,886
       Dresdner Bank AG                                514,015
       Bank of America                                  77,898
       Banca Popolare Di Milano                        496,866
       Bank of America                                  93,621
       Sampo Bank                                      185,753
       Bank of America Business Capital                292,692
       Korea Exchange Bank                              35,178
       Bank of America                                 137,676
       Choi Duk-Ja                                      29,923
       GE Capital Services S.R.L.                        9,623
       Jin-Jin Corp                                    164,589
       Jusang Enterprise                                 1,236
       Kim, Boduk                                        2,746
       Mega Bank Cathay 2 Reit                          19,847
       MFI Management Fur Immobilien                    69,132
       Park Do-Soon                                     45,897
       Park Eng-Jae                                     17,033

B.3  Security Deposits
       Phonex Communications Co., Ltd                    9,817
       Regus UK Ltd                                      5,240
       Samsung Engineering Co., Ltd                    100,334
       Yun Duk-Woo                                      24,706
       Yunhong Corp.                                     2,645

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                          0
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                            0
B.14 Interests in partnerships                                0
B.15 Government and Corporate Bonds                           0
B.16 Accounts Receivable                                      0
B.17 Alimony                                                  0
B.18 Other Liquidated Debts
       Income tax refund-Federal Republic of Germany 1,346,084
       Intercompany Receivable-Spansion LLC          3,358,675
       Non-trade accounts receivable                   112,215
       VAT/GST/CST Receivable                          662,312

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                  0
B.23 Licenses, franchises, & other intangibles                0
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings & supplies         1,010,741
B.29 Machinery                                                0
B.30 Inventory                                                0
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 advances                                 4,927
       Prepaid expenses                                150,878
       Leasehold improvements:
       Germany Branch                                   35,384
       Italy Branch                                  1,679,469
       Korea Branch                                     48,751

       TOTAL SCHEDULED ASSETS                      $10,836,726
       =======================================================

C.   Property Claimed as Exempt                              $0

D.   Secured Claim                                      unknown

E.   Unsecured Priority Claims
       Ari Pesonen                                      56,390
       Bass, Ian                                         7,000
       Bauch Florian                                     9,351
       Bowen, Chris                                      7,564
       Clement Ludwig                                    5,390
       Flattich Rainer                                   5,176
       Fussel Alexander                                  6,767
       Gatermann Jan                                     5,013
       Geraci, Antonino                                  5,078
       Ghezzi, Stefano                                   6,054
       Giannini, Giuseppe                                5,414
       Golla, Carla                                     14,799
       Hannu Hanninen                                   10,287
       Harreiner Josef                                   5,935
       HM Revenue & Customs                             20,836
       Hoyler Gernot                                     6,012
       Jarmo YLa-Mella                                  10,248
       Jouni NY Kanen                                   16,597
       Khouri, Osama                                     5,078
       Kohler Christian                                  7,204
       Koopmann Birgitt                                  7,097
       Kreevenko Yaroslav                                6,731
       Kuba Marcel                                       9,488
       Mittermaier Ruth                                  8,215
       Olli Vaananen                                    17,298
       Pellegatta, Gianni                                6,054
       Petra Lehtinen                                    5,981
       Ronchi, Rolando                                   6,229
       Schmid Fritz                                      5,634
       Schultz Elke                                      5,067
       Roveda, Marco                                    10,594
       Skatteverket                                     47,307
       Tassan, Fabio                                     6,727
       Ufficio Locale Delle Entrate DI                 123,208
       Unseld Markus                                    10,397
       Others                                          136,851

F.   Unsecured Non-priority Claims
       Accretech                                       243,764
       Cassa Di Assistenza Assicurativa                 33,982
       DTZ Italia                                       46,914
       GE Capital Services S.R.L.                       22,650
       Intest Silicon Valley                            29,635
       MB Electronique SA                              235,000
       Spansion LLC                                  1,458,191
       Others                                          143,065

       TOTAL SCHEDULED LIABILITIES                  $2,842,273
       =======================================================

Subsequently, Spansion International amended its Schedules to
reflect immaterial changes on the nature of claims of creditors
holding unsecured priority claims.  The Amendment did not affect
in total assets and liabilities.  A full-text copy of the Amended
Schedules is available for free at:

  http://bankrupt.com/misc/Spansion_AmendSpanionIntern%27l.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: International's Statement of Financial Affairs
------------------------------------------------------------
Debtor Spansion International, Inc., discloses that it has earned
income from employment, trade, or from operation of business
during the two years immediately preceding the Petition Date:

  Source                           Amount
  ------                           ------
  YTD 2009 - Intercompany Sales    $3,262,615
   YE 2008 - Intercompany Sales    16,247,754
   YE 2007 - Intercompany Sales    24,763,971

Spansion International also discloses that it received income
other than from employment or operation of business within two
years before the Petition Date:

  Source                                   Amount
  ------                                   ------
  YTD 2009 - Interest and other income     $1,854
   YE 2008 - Interest and other income     10,658
   YE 2007 - Interest and other income      9,742

The company made payment or transfers to creditors within 90 days
before the Petition Date totaling $2,807,625.  Among the payments
are:

  Name of Creditor                       Amount
  ----------------                       ------
  Deloitte & Touche                    $392,318
  Finanzamt Mu-Zentral KFZ-Steuer       230,333
  MFI Management Fuer Immobilien AG     113,445
  Spansion LLC                           65,033
  Tektronix Spa                          36,285

A list of the 90-day payments is available for free at:

      http://bankrupt.com/misc/Spansion_Int%27l3b.pdf

Spansion International also made payments within one year before
the Petition Date to insiders totaling $400,892:

         http://bankrupt.com/misc/Spansion_Intl3c.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: Schedules of Assets & Liabilities
-----------------------------------------------
A.   Real Property                                           $0

B.   Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts                                            0
B.3  Security Deposits                                        0
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                          0
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA/ Pension Plans             unknown
B.13 Business Interests and stocks                      unknown
B.14 Interests in partnerships                                0
B.15 Government and Corporate Bonds                           0
B.16 Accounts Receivable                                      0
B.17 Alimony                                                  0
B.18 Other Liquidated Debts
       Intercompany Receivable-Spansion LLC         12,898,899
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                  0
B.23 Licenses, franchises, & other intangibles                0
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings & supplies                 0
B.29 Machinery                                                0
B.30 Inventory                                                0
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                                  0

       TOTAL SCHEDULED ASSETS                      $12,898,899
       =======================================================

C.   Property Claimed as Exempt                              $0

D.   Secured Claim
       HSBC Bank, as trustee                      $633,416,710
       KNEPP Incorporated                               80,966

E.   Unsecured Priority Claims                                0

F.   Unsecured Non-priority Claims
       Spansion LLC                                     64,907
       U.S. Bank National Association              267,694,025
       Wilmington Trust Company, as trustee        207,998,036

       TOTAL SCHEDULED LIABILITIES              $1,109,254,644
       =======================================================

                      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: Statement of Financial Affairs
--------------------------------------------
Nathan Sarkisian, Spansion's interim chief financial officer,
discloses that Spansion Inc., was a party to lawsuits and other
administrative proceedings within one year before the Petition
Date:

Lawsuit                                        Status
---------                                      ------
Fast Memory Erase LLC v. Spansion Inc.         Pending
Harari, et al v. Hollmer, et al                On appeal
Joseph E. Rubino v. ACME                       Pending
LSI, Agere ITC Investigation                   Pending
LSI, Agere v. Spansion, Inc., et al.,          Stayed
Refuerzo, et al v. Spansion                    Pending
Rubaker, et al v. Spansion LLC                 Pending
Samsung ITC Investigation                      Pending
Tessera ITC Investigation                      Pending
Tessera v. Spansion LLC                        Stayed
Tokyo Electron Limited v. Spansion Inc.        Pending
Toppan Photomasks, Inc. . Spansion, Inc.       Pending

                      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.


SPORTSCLICK INC: Bank of Montreal Seeks to Enforce Security
-----------------------------------------------------------
Green Swan Capital Corp. discloses that its Board of Directors has
recently learned that BMO Bank of Montreal has issued a notice of
intent under the Bankruptcy and Insolvency Act to enforce its
security on the property of SportsClick Inc.

According to Green Swan, the notice and any proceedings that
follow may put Green Swan's loan at risk.

Green Swan has a refundable deposit for $25,000, and a loan in the
principal amount of $225,000 provided to SportsClick pursuant to
an agreement in principle by which SportsClick would purchase all
of the issued and outstanding shares of Green Swan.

The Board of Green Swan is actively investigating its options and
the prospects of the Proposed Transaction and is engaged in
ongoing discussions with SportsClick on these matters.

Based in Ottawa, Ontario, Green Swan Capital Corp. is a capital
pool company which was listed on the TSX Venture Exchange Inc.
under the trading symbol "GSW.P" on October 7, 2008, following the
completion of its initial public offering of $400,000, including
$104,000 raised from founders, Benoit Robitaille (Chief Executive
Officer and Director), Chris Skaarup (Director), Morgan Cowl
(Director), Dan Hilton (Chief Financial Officer and Director),
Sean Caulfeild (Corporate Secretary and Director) and Stephan May
(Director).

SportsClick Inc. sells licensed authentic sports merchandise &
apparel, including team jerseys, NASCAR hats, JH design jackets,
Diecasts, and sports collectibles.


SUN CONTAINER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sun Container, Inc., An Illinois Corporation
        515 South First Street
        Mount Vernon, Il 62864

Bankruptcy Case No.: 09-24949

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sun Boxes, Inc.                                    09-24951
B&N Container, Inc.                                09-24952

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Sven T. Nylen, Esq.
                  K&L Gates LLP
                  70 West Madison, Suite 3100
                  Chicago, IL 60602
                  Tel: (312) 781 7235
                  Fax: (312) 345 9979
                  Email: sven.nylen@klgates.com

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

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

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

      http://bankrupt.com/misc/ilnb09-24949.pdf

The petition was signed by Denise Wilson, secretary/treasurer of
the Company.


SYNCORA GUARANTEE: BCP Extends RMBS Exchange Offer to July 14
-------------------------------------------------------------
The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and
for the account of, the Distressed Opportunities Master Segregated
Portfolio, extended the expiration date of the Fund's offer for 55
classes of residential mortgage backed securities insured by
Syncora Guarantee Inc. to 4:59 p.m., New York City time, on
Tuesday, July 14, 2009.  The offer will expire at that time,
unless extended.

                Results of Offer as of July 10 and
            Status of Discussions with Holders of RMBS

As of July 10, tenders and binding commitments to enter into the
offer have been received by the Fund or Syncora Guarantee and
holders of RMBS to remediate RMBS exposures totaling 62.7
remediation points.  RMBS representing 41.9 remediation points
have been tendered into the offer and binding agreements have been
reached by the Fund or Syncora Guarantee and RMBS holders to
remediate RMBS exposures totaling 20.8 remediation points, subject
to certain conditions.  The Fund and Syncora Guarantee are in
continuing discussions with numerous other holders of RMBS as the
offer continues.

The aggregate principal amounts of RMBS securities that have been
tendered into the offer are:

                                              Aggregate      Aggregate
                                              Principal   Principal Balance
                                           Balance in US$  in US$ of Total
                                           Tendered as of Commitments as of
  CUSIP No. Security Description            July 10, 2009   July 10, 2009
  --------- --------------------           -------------- -----------------
  39539BAA1 Greenpoint Mortgage Funding Trust
             2006-HE1                          86,452,326    319,025,565
  126685DT0 Countrywide Home Equity Loan
             Trust 2006D                      139,655,221    156,956,179
  39539JAA4 GreenPoint Mortgage Funding Trust
             2007-HE1                          55,690,854    204,248,923
  45664UAA3 Indymac Home Equity Mortgage Loan
             Asset Backed Trust Series
             2006-H3                           75,460,819    182,004,453
  126685DS2 Countrywide Home Equity Loan
             Trust 2006D                      226,354,373    226,354,373
  41161MAB6 Harborview Mortgage Pass-Through
             Certificates Series 2006-5        74,098,902     74,098,902
  126685AT3 CWABS, Home Equity Revolving Loan
             Trust 2005-K                     110,046,593    110,046,593
  1248MKAA3 C-BASS Mortgage Loan Asset-Backed
             Certificates, Series 2007-SL1     66,977,590     66,977,590
  75114GAB5 RALI 2006-QO4 Trust                51,404,290     51,404,290
  41161PE41 Harborview Mortgage Pass-Through
             Certificates 2006-CB1             39,701,573     39,701,573
  456612AB6 Indymac Indx Mortgage Loan Trust
             2006-AR6                          84,772,320     84,772,320
  41161PG64 Harborview Mortgage Loan Trust
             2006-BU1                          34,339,366     34,339,366
  68402SAA7 Option One Mortgage Loan Trust
             2007-HL1                         205,830,564    205,830,564
  12668VAB5 Countrywide Home Equity Loan
             Trust 2006-S7                     23,900,595     83,449,924
  86801CAA1 STICS 2007-1                       83,781,970     91,547,234
  65538BAA7 Nomura NAAC 2007-S2                         -    206,799,094
  41161PL35 Harborview Mortgage Pass-Through
             Certificates 2006-4               93,977,192     93,977,192
  41161PP72 Harborview Mortgage Pass-Through
             Certificates 2006-4                        -              -
  41161PQ22 Harborview Mortgage Pass-Through
             Certificates 2006-4               41,768,612     41,768,612
  12668VAC3 Countrywide Home Equity Loan
             Trust 2006-S7                     55,849,865    101,071,783
  1248MKAB1 C-BASS Mortgage Loan Asset-Backed
             Certificates, Series 2007-SL1     62,150,773     62,150,773
  785778QA2 SACO I Trust 2006-1                10,941,134     24,052,768
  41161PXG3 Harborview Mortgage Loan Trust
             2005-15                           14,575,372     14,575,372
  41161PUJ0 Harborview Mortgage Pass-Through
             Certificates 2005-11              12,686,329     12,686,329
  12587PEM8 BSSP 2007-R5 (Bear Stearns)           359,631        359,631
  12668VAD1 Countrywide Home Equity Loan
             Trust 2006-S7                     44,813,616     67,729,308
  12668VAA7 Countrywide Home Equity Loan
             Trust 2006-S7                     13,523,180     96,651,251
  23332UGP3 Downey Savings and Loan Mortgage
             Trust Series 2006-AR1                664,496     13,123,788
  23332UGL2 Downey Savings and Loan Mortgage
             Trust Series 2006-AR1             11,293,120     20,820,062
  12668VAF6 Countrywide Home Equity Loan
             Trust 2006-S7                              -     31,284,669
  52524PBT8 Lehman XS Trust, Series 2007-6      3,097,240      3,097,240
  12668VAE9 Countrywide Home Equity Loan
             Trust 2006-S7                     12,025,983     31,860,651
  126685AU0 CWABS, Home Equity Revolving Loan
             Trust 2005-K                      30,831,063     55,760,064
  456612AE0 Indymac Indx Mortgage Loan Trust
             2006-AR6                          42,044,903     42,044,903
  07401UAB9 Bear Stearns Second Lien Trust
             2007-SV1                         162,192,000    162,192,000
  126673QB1 Countrywide Home Equity Loan
             Trust 2004R                       77,340,221     87,034,574
  52524TAS3 Lehman XS Trust, Series 2007-8H             -              -
  41161PL68 Harborview Mortgage Pass-Through
             Certificates 2006-4                        -              -
  30248EAA6 First Franklin Mortgage Loan
             Trust Series 2007-FFB-SS          89,928,498     89,928,498
  525248BL3 Lehman XS Trust, Series 2007-5H    25,219,400     25,219,400
  75114GAE9 RALI 2006-QO4 Trust                40,478,820     40,478,820
  126685AX4 CWABS, Home Equity Revolving Loan
             Trust 2005-K                      39,787,632     39,787,632
  525248BK5 Lehman XS Trust, Series 2007-5H    28,593,744     28,593,744
  126673QA3 Countrywide Home Equity Loan
             Trust 2004R                                -              -
  126673MY5 Countrywide Home Equity Loan
             Trust 2004Q                       50,178,933     50,178,933
  126685AW6 CWABS, Home Equity Revolving Loan
             Trust 2005-K                      12,978,770     12,978,770
  07401UAU7 Bear Stearns Second Lien Trust
             2007-SV1                          44,792,277     45,256,446
  86363GBS2 Structured Adjustable Rate
             Mortgage Loan Trust, Series
             2007-3                            28,745,884     28,745,884
  126673MX7 Countrywide Home Equity Loan
             Trust 2004Q                                -              -
  41161PUM3 Harborview Mortgage Pass-Through
             Certificates 2005-11                       -              -
  525245CP9 Lehman XS Trust, Series 2007-3     17,241,072     17,241,072
  41161PG98 Harborview Mortgage Loan Trust
             2006-BU1                          14,911,945     14,911,945
  68402SAD1 Option One Mortgage Loan Trust
             2007-HL1                                   -              -
  68402SAC3 Option One Mortgage Loan Trust
             2007-HL1                          22,220,000     22,220,000
  68402SAB5 Option One Mortgage Loan Trust
             2007-HL1                          22,120,413     22,120,413

The offer and related financing are also conditioned on the
consummation of an agreement entered into between Syncora
Guarantee and certain counterparties to Syncora Guarantee's credit
default swap transactions and financial guarantee insurance
policies, the tender of a minimum amount of RMBS, approval of the
New York Department of Insurance and certain other conditions.
Holders of RMBS that have tendered or will tender their RMBS into
the offer are no longer able to withdraw their tendered RMBS.

The offer by the Fund and any transactions with Syncora Guarantee
are being conducted only with qualified institutional buyers and
are exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended. Any securities that may be issued
pursuant to such transactions have not been and, at the time of
the closing of the transaction, will not be registered under the
Securities Act or any state securities laws. The securities may
not be offered or sold in the United States absent registration
under, or an applicable exemption from, the registration
requirements of the Securities Act and applicable state securities
laws.

                   About Syncora Guarantee Inc.

Syncora Guarantee Inc. -- http://www.syncora.com/-- is a wholly
owned subsidiary of Syncora Holdings Ltd.  Syncora Holdings Ltd.
is a Bermuda-domiciled holding company.

In April 2009, Standard & Poor's Ratings Services revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.  Standard & Poor's also revised
its counterparty credit rating on Syncora to 'D' from 'CC'.  An
insurer rated 'R' is under regulatory supervision because of its
financial condition.  The 'CC' counterparty credit, financial
strength, and financial enhancement ratings on Syncora Guarantee
U.K. Ltd. are unchanged because at this time, that company is not
subject to any regulatory orders that mandate the suspension of
claims payments.


SYRACO ASSOCIATES: Case Summary & 17 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Syraco Associates, LLC
        936 West Main Rd.
        Middletown, RI 02842

Bankruptcy Case No.: 09-12678

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
       Jonco LLC                                   09-12679

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: William J. Delaney, Esq.
                  Kaplan & Delaney Inc.
                  2377 Pawtucket Avenue
                  East Providence, RI 02914
                  Tel: (401) 272-9000
                  Fax: (401) 272-9020
                  Email: bill@kdlawri.com

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

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

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

          http://bankrupt.com/misc/rib09-12678.pdf

The petition was signed by John G. Syragakis, member of the
Company.


TELETOUCH COMMUNICATIONS: Posts $583,000 Net Loss in 3rd Qtr.
-------------------------------------------------------------
Teletouch Communications Inc. filed with the Securities and
Exchange Commission its report on Form 10-Q for the third fiscal
quarter ended February 28, 2009.

The Company posted $583,000 in net loss on total operating
revenues of $11,048,000 for the February 28 quarter compared to
$766,000 net loss on total operating revenues of $13,369,000 for
the same period in 2007.

The Company had $22,786,000 in total assets and $32,790,000 in
total liabilities, resulting in $10,004,000 in stockholders'
deficit at February 28, 2009.  The Company had a working capital
deficit of $9,886,000 at February 28, 2009.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3f08

                   About Teletouch Communications

For over 40 years, Teletouch Communications, Inc. --
http://www.teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.

In a letter dated January 16, 2009, BDO Seidman, LLP, in Houston,
Texas, pointed out that the company has suffered recurring losses
from operations and negative cash flows from operations and has a
working capital deficit and a net capital deficiency which raise
substantial doubt about its ability to continue as a going
concern.


TETON ENERGY: Debenture Holders Extend Forbearance to July 17
-------------------------------------------------------------
Teton Energy Corporation reports it has taken certain actions in
an effort to improve its liquidity position.

Effective June 30, 2009, each of the holders of the Company's
outstanding 10.75% Senior Secured Convertible Debentures granted
the Company forbearance for one of the interest payments on the
Debentures, which was due on July 1, 2009.  The forbearance period
expires on July 17, 2009.  The Company intends to continue to work
with the holders of the Debentures towards a more permanent
solution, however, there can be no assurance that the Company will
be successful in doing so, and the Company may be required to seek
protection under the United States Bankruptcy Code.

On June 30, 2009, the Company entered into an agreement with Teton
Williston LLC, a wholly owned subsidiary of the Company, and
American Oil & Gas, Inc., for the sale of the Company's 25% non-
operated working interest in the Company's Goliath project acreage
located in the Williston Basin in North Dakota to American Oil for
gross proceeds of approximately $900,000.  The effective date of
the sale is July 1, 2009.  The sale was made in furtherance of the
Company's ongoing effort to sell its non-operated assets.

The Company obtained consent for the sale from JPMorgan Chase
Bank, N.A., the Company's senior lender and administrative agent
in the Company's revolving credit facility, and the other lenders
in the group.  In addition, the lenders consented to the
termination of the Company's commodity hedge agreements with
JPMorgan Chase, which were scheduled to mature in 2010 and 2011.
These hedge positions had been included in the valuation of the
Company's borrowing base of the credit facility.  The proceeds of
the liquidation of the hedges and the sale of the Goliath project
will be used to repay a portion of the outstanding principal of
the credit facility.

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties.  The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming.  Teton is headquartered in Denver, Colorado.


TOYS R US: Unit Raises $950MM in 2017 Note Issuance
---------------------------------------------------
Toys "R" Us Property Company I, LLC, formerly known as TRU 2005 RE
Holding Co. I, LLC, a wholly-owned subsidiary of Toys "R" Us,
Inc., on July 9, 2009, entered into an indenture with Toys "R" Us,
Inc., solely with respect to certain covenants, and The Bank of
New York Mellon, as trustee.

Pursuant to the Indenture, TRU Property Company I issued
$950 million aggregate principal amount of 10.75% Senior Notes due
2017.  The Notes are TRU Property Company I's senior unsecured
obligations.   TRU Property Company I owns fee and leasehold
interests in 359 properties in the United States, which it leases
on a long term basis to Toys "R" Us - Delaware, Inc., the
operating entity for all of Toys "R" Us, Inc.'s North American
businesses, pursuant to a Master Lease.

The Notes are guaranteed by the all of TRU Property Company I's
subsidiaries.  The Notes are solely the obligations of TRU
Property Company I and the Guarantors and will not be guaranteed
by Toys "R" Us, Inc. or Toys-Delaware.  The Notes were issued at a
price equal to 97.399% of their face amount at maturity.  The
maturity date of the Notes is July 15, 2017. The interest rate on
the Notes is 10.75% per year, payable semiannually on January 15
and July 15, commencing January 15, 2010.

TRU Property Company I used the proceeds from the issuance of the
Notes, together with proceeds from the transfer of certain
properties to its affiliate Toys-Delaware, cash contributions from
Toys "R" Us, Inc. and cash on hand to repay all outstanding
borrowings under TRU Property Company I's $1.3 billion credit
agreement, dated as of December 9, 2005, with Deutsche Bank AG,
New York Branch as Administrative Agent.

On or after July 15, 2013, the Notes may be redeemed at specified
redemption prices, plus accrued and unpaid interest, if any.  In
addition, before July 15, 2012, TRU Property Company I may redeem
up to 35% of the Notes with the net cash proceeds from certain
equity offerings.  At any time prior to July 15, 2013, the Notes
may be redeemed at a price equal to 100% of the aggregate
principal amount of the Notes plus a "make-whole" premium.
Following specific kinds of change of controls, TRU Property
Company I will be required to offer to purchase all of the Notes
at a purchase price of 101% of their principal amount, plus
accrued and unpaid interest, if any, to the date of purchase.

The Notes and the Indenture restrict the ability of TRU Property
Company I and its subsidiaries to, among other things, incur
indebtedness, pay dividends or make other distributions, make
other restricted payments and investments, create liens, and incur
restrictions on the ability of the Guarantors to pay dividends or
make other payments.  The Indenture also restricts the ability of
Toys "R" Us, Inc. to cause or permit Toys-Delaware to incur
indebtedness or make restricted payments.  These covenants are
subject to a number of important qualifications and limitations.

The Indenture also contains certain events of default after which
the Notes may be declared due and payable immediately.

The notes were offered only to qualified institutional buyers
pursuant to an exemption from registration set forth in Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States to non-U.S. persons in reliance on the exemption
from registration set forth in Regulation S under the Securities
Act.  The Notes have not been registered under the Securities Act
and may not be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act.

TRU Property Company I has agreed to use its reasonable efforts to
register with the Securities and Exchange Commission notes having
identical terms in all material respects as the Notes in an offer
to exchange such registered notes for the Notes.  TRU Property
Company I will use its reasonable efforts to complete the exchange
offer within 365 days after the issue date of the Notes, or, if
required, to file a shelf registration statement with respect to
the Notes.  If this obligation is not satisfied, the annual
interest rate on the Notes will increase by 0.25%.  The annual
interest rate on the Notes will increase by an additional 0.25%
for each subsequent 90-day period, up to a maximum additional
interest rate of 0.50%.  If such registration default is
corrected, the applicable interest rate on such Notes will revert
back to the original level.

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.


TRANSMERIDIAN EXPLORATION: Plan Confirmation Hearing on Aug. 4
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on August 4 to consider confirmation of
Transmeridian Exploration Inc.'s Chapter 11 plan.

According to Bill Rochelle at Bloomberg News, the Plan calls for
the sale of the Company's principal assets to for $35 million in
two-year notes to a Kazakhstan company affiliated with an
individual named Erlan Sagadiev who was retained to provide
consulting and management services for the operations in
Kazakhstan.  The sale is subject to higher and better offers at an
auciton.

The Plan, Mr. Rochelle relates, also provides that, in exchange
for their $300 million in secured claims, the noteholders are to
receive the $35 million in notes from the sale, less the $700,000
in financing Mr. Sagadiev provided for the reorganization effort.
The noteholders also will receive 80% of cash left in the company
after the sale.  Unsecured creditors, whose claims may total as
much as $12.7 million, are to have the other 20 percent of
available cash.

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.

                           *     *     *

According to the Troubled Company Reporter on June 24, 2009, the
United States Trustee informed the U.S. Bankruptcy Court for the
Southern District of Texas that it was unable to appoint an
Official Committee of Unsecured Creditors in the bankruptcy cases
of Transmeridian Exploration Incorporated.  The U.S. Trustee said
it had contacted unsecured creditors, but too few creditors
expressed an interest in being appointed to the Committee.


TRONOX INC: Class Action Filed Against Kerr-McGee and Anadarko
--------------------------------------------------------------
Coughlin Stoia Geller Rudman & Robbins LLP and Izard Nobel LLP
said a complaint has been filed before the United States District
Court for the Southern District of New York on behalf of
purchasers of Tronox, Inc. common stock (Class A or Class B)
between November 28, 2005 and January 12, 2009, inclusive.  The
lawsuit seeks class action status.  The lawsuit seeks to pursue
remedies under the Securities and Exchange Act of 1934.  Tronox is
not named in the action as a defendant because it filed for
bankruptcy protection in January 2009.

The lawsuit charges Kerr-McGee Corporation, Anadarko Petroleum
Corporation and certain of Kerr-McGee and Tronox's executives with
violations of the Exchange Act.

Coughlin Stoia explains Tronox was spun-off from Kerr-McGee in a
two-step transaction.  In November 2005, Kerr-McGee sold
17.5 million shares of Tronox Class A shares in an initial public
offering for $14.00 per share generating proceeds for Kerr-McGee
of $225 million.  After the IPO, Kerr-McGee continued to hold
56.7% of Tronox's outstanding common stock. In March 2006, Kerr-
McGee distributed the balance of the shares that it owned as Class
B shares to its shareholders as a dividend.

The lawsuit alleges that, throughout the Class Period, the
Defendants failed to disclose material adverse facts about the
Company's true financial condition, business and prospects.
Specifically, it alleges that the Defendants failed to disclose
the true scope and extent of Tronox's environmental and tort
liabilities.  When the market learned of the true facts about the
Company, the price of Tronox stock declined precipitously.

The suit seeks to recover damages on behalf of all purchasers of
Tronox common stock during the Class Period.

On the Net: http://www.csgrr.com/
            http://www.izardnobel.com/

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including
$646.9 million in current assets, as at September 30, 2008.  The
Company has $881.6 million in current debts and
$355.9 million in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of December
31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A
common stock and 22,889,431 outstanding shares of class B common
stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Files Further Revisions to Proposed Ch. 11 Plan
----------------------------------------------------------
TRICOM S.A. and its debtor-affiliates delivered to the Hon.
Stuart M. Bernstein in the U.S. Bankruptcy Court for the Southern
District of New York a disclosure statement describing a first
modified second amended Chapter 11 prepackaged joint Chapter 11
plan of reorganization.

According to the disclosure statement, upon the effective date of
the plan, the holders of the Credit Suisse existing secured claims
will receive pro rata shares of the Credit Suisse New Secured Debt
to be issued by Tricom in the aggregate principal amount of
$25,529,781, BankruptcyData.com reports.  The loan will be
guaranteed by Tricom USA and TCN Dominicana S.A., in exchange for
all of the Credit Suisse existing secured claims, will have a
maturity date of seven years from the effective date of the Plan,
and will carry an interest rate of 11%, the report says.

The Debtors were able to reach a settlement with Banco Leon to
reduce original claims of $166 million down to $42.5 million, to
be consummated in connection with the Plan and treated as
unsecured financial claims, BankruptcyData.com relates.  The
Debtors were also able to reach a settlement with Bancredito
Panama to reduce claims of $92 million down to $29 million.

The Debtors believe the Bancredit Cayman claims of roughly
$149 million are unsubstantiated and are the subject of a lengthy
dispute, BankruptcyData.com notes.

Consequently, the Debtors expect to have no obligation to pay
these claims.  With respect to the settlement of the claims
asserted against the Debtors by Banco Leon and Bancredito Panama
and various payments made during the Chapter 11 Cases, the
approximate aggregate amount of the allowed unsecured financial
claims treated under the Plan is $695.3 million inclusive of
principal and interest, calculated by reference to the applicable
contract or non-default rates of interest.  In addition, the
Debtors' secured debt obligations under the Plan total
approximately $30.1 million, BankruptcyData.com relates.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3f0d

A full-text copy of the Debtors' amended plan is available for
free at http://ResearchArchives.com/t/s?3f0e

                      About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.  Tricom USA
originates, transports and terminates international long-distance
traffic using switching stations and other telecommunications
equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on February 29, 2008 (Bankr. S.D.N.Y. Case No.
08-10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors' filed
for protection from their creditors, they listed total assets of
US$327,600,000 and total debts of US$764,600,000.

                             *   *   *

According to the Troubled Company Reporter on June 30, 2009, the
Court extended the Debtors' exclusive period to solicit and obtain
acceptances of their first amended prepackaged joint plan of
reorganization, as amended, until August 31, 2009.


TUSCANY RESERVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tuscany Reserve, LLC
        7525 Picardy Avenue, Suite 220
        Baton Rouge, LA 70808

Case No.: 09-11027

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Zaragoza Crossing, LP                              09-11028

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Douglas S. Draper, Esq.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: ddraper@hellerdraper.com

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

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

The petition was signed by Robert S. Peek Jr., the Company's
member.

Tuscany Reserve's List of 20 Largest Unsecured Creditors:


Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
AT&T                                                  $2,109

Apartment Finder of B.R.                              $5,171

Appearances Plus Landscape                            $4,275

Bart Keller Company LLC                               $14,507
                                                      (0.00
                                                      secured)

Capital City Landscape                                $7,600

Cort Furniture Rental                                 $11,524

Drack, Inc.                                           $13,494
                                                      (0.00
                                                      secured)

Dura Steam Carpet                                     $2,601

Dwayne's Painting                                     $3,270

GE Consumer & Industrial                              $62,475

HD Supply                                             $3,013

Ideal Appliance Parts                                 $9,657

James Harwick & Partners LP                           $17,938

Kent Anderson Concrete LP                             $159,144
                                                      (0.00
                                                      secured)

Lamar Advertising of LA                               $14,400

Phelps Dunbar LP                                      $31,343

Ropollo's Insulation                                  $16,200
                                                      (0.00
                                                      secured)

Shreve Land Constructors LLC                          $1,654,579
666 Travis Street                                     (0.00
100                                                    secured)
Shreveport, LA 71101

Southeast Flooring                                    $3,307

Wade Drywall Company                                  $136,929
                                                      (0.00
                                                      secured)


ULTIMATE EQUIPMENT: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Ultimate Equipment Co., VII, L.L.C.
        10900 Hefner Point Dr., Suite 401
        Oklahoma City, OK 73120

Bankruptcy Case No.: 09-13707

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Ultimate Equipment Co. VIII, L.L.C.                09-13709

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: Stephen J. Moriarty, Esq.
                  Fellers Snider
                  100 N. Broadway Ave., Suite 1700
                  Oklahoma City, OK 73102-8820
                  Tel: (405) 232-0621
                  Fax: (405) 232-9659
                  Email: smoriarty@fellerssnider.com

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

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

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

      http://bankrupt.com/misc/okwb09-13707.pdf

The petition was signed by Melvin Scoggin, president-manager of
the Company.


UNITED AIR: Recession & Low Demand Threaten Liquidity, Says WSJ
---------------------------------------------------------------
Susan Carey and Mike Esterl at The Wall Street Journal report that
the recession, plunging travel demand, and a tough lending
environment have raised the prospect of a liquidity squeeze among
U.S. airlines, which could lead to bankruptcy filings.

WSJ states that some carriers may have no choice but to seek
protection from creditors when cash flow typically dries up.
According to WSJ, credit-rating agencies and Wall Street
investment houses said that United Airlines and US Airways are the
most vulnerable among large carriers.

United Airlines must meet more than $650 million of debt and lease
payments later this year and more than $1 billion in 2010, the
report says, citing Fitch Ratings bond analyst Bill Warlick.
United Airlines has about $2.5 billion in cash, according to WSJ.
Mr. Warlick said that with this "unsustainable" capital structure,
United Airlines may have trouble raising a large amount of fresh
capital in the near term, WSJ relates.

According to WSJ, AMR Corp. CEO Gerard Arpey said in June, "Just
as the airline industry was not built for $130 [per barrel] oil,
neither was it built for an environment of negative global
economic growth and nonfunctioning capital markets."

WSJ quoted Standard & Poor's Corp. debt analyst Philip Baggaley as
saying, "The more likely scenario is that they will manage to
scrape by again" and "there's not a lot of room for error."  The
report says that Mr. Baggaley doesn't rule out one or more
carriers filing this year.

WSJ notes that the recession continues to discourage high-yield
business traffic, forcing carriers to cut fares heavily to fill
planes with travelers.  The Air Transport Association trade group
reported that passenger revenue dropped 26% in May 2009 on 9.5%
fewer passengers paying almost 18% less per ticket, compared to
2008.

According to WSJ, tough capital lending is a problem for airlines
trying to maintain or build cash balances as they're burning cash.
WSJ adds that fuel prices are currently at about $60 per barrel,
which is $10 below the June 2008 average.  WSJ notes that
carriers' savings on one of their top expenses aren't enough to
offset the drop in demand, though airlines have lessened the
number of seats they're offering.

WSJ says that while the second quarter normally brings strong
traffic and profitability, five largest carriers are expected to
report second-quarter losses: American Airlines, Delta Air Lines
Inc., United Airlines, Continental Airlines Inc., and US Airways
Group Inc.

Morgan Stanley said last week that revenue at U.S. airlines will
decline 18% for all of 2009, WSJ reports.

                      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 Dec. 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 Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on June 12, 2009,
Fitch Ratings downgraded the debt ratings for UAL Corp. and its
principal operating subsidiary United Airlines, Inc.:

UAL

  -- Issuer Default Rating (IDR) to 'CCC' from 'B-'.

United

  -- IDR to 'CCC' from 'B-';

  -- Secured bank credit facility (Term Loan and Revolving
     Credit Facility) to 'B+/RR1' from 'BB-/RR1';

  -- Senior unsecured debt to 'C'/RR6 from 'CCC'/RR6.

According to the TCR on July 29, 2008, Standard & Poor's Ratings
Services lowered its ratings on UAL Corp. and subsidiary United
Air Lines Inc. (both rated B-/Negative/--), including lowering the
long-term corporate credit ratings on both entities to 'B-' from
'B', and removed the ratings from CreditWatch, where they had been
placed with negative implications May 22, 2008, as part of an
industrywide review.  The outlook is negative.


US AIRWAYS: Recession & Low Demand Threaten Liquidity, Says WSJ
---------------------------------------------------------------
Susan Carey and Mike Esterl at The Wall Street Journal report that
the recession, plunging travel demand, and a tough lending
environment have raised the prospect of a liquidity squeeze among
U.S. airlines, which could lead to bankruptcy filings.

WSJ states that some carriers may have no choice but to seek
protection from creditors when cash flow typically dries up.
According to WSJ, credit-rating agencies and Wall Street
investment houses said that United Airlines and US Airways are the
most vulnerable among large carriers.

United Airlines must meet more than $650 million of debt and lease
payments later this year and more than $1 billion in 2010, the
report says, citing Fitch Ratings bond analyst Bill Warlick.
United Airlines has about $2.5 billion in cash, according to WSJ.
Mr. Warlick said that with this "unsustainable" capital structure,
United Airlines may have trouble raising a large amount of fresh
capital in the near term, WSJ relates.

According to WSJ, AMR Corp. CEO Gerard Arpey said in June, "Just
as the airline industry was not built for $130 [per barrel] oil,
neither was it built for an environment of negative global
economic growth and nonfunctioning capital markets."

WSJ quoted Standard & Poor's Corp. debt analyst Philip Baggaley as
saying, "The more likely scenario is that they will manage to
scrape by again" and "there's not a lot of room for error."  The
report says that Mr. Baggaley doesn't rule out one or more
carriers filing this year.

WSJ notes that the recession continues to discourage high-yield
business traffic, forcing carriers to cut fares heavily to fill
planes with travelers.  The Air Transport Association trade group
reported that passenger revenue dropped 26% in May 2009 on 9.5%
fewer passengers paying almost 18% less per ticket, compared to
2008.

According to WSJ, tough capital lending is a problem for airlines
trying to maintain or build cash balances as they're burning cash.
WSJ adds that fuel prices are currently at about $60 per barrel,
which is $10 below the June 2008 average.  WSJ notes that
carriers' savings on one of their top expenses aren't enough to
offset the drop in demand, though airlines have lessened the
number of seats they're offering.

WSJ says that while the second quarter normally brings strong
traffic and profitability, five largest carriers are expected to
report second-quarter losses: American Airlines, Delta Air Lines
Inc., United Airlines, Continental Airlines Inc., and US Airways
Group Inc.

Morgan Stanley said last week that revenue at U.S. airlines will
decline 18% for all of 2009, WSJ reports.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) --
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways Inc., Allegheny
Airlines Inc., Piedmont Airlines Inc., PSA Airlines Inc.,
MidAtlantic Airways Inc., US Airways Leasing and Sales Inc.,
Material Services Company Inc., and Airways Assurance Limited LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

According to the TCR in September 2008, Michael Lowry, project
manager for AVIATION WEEK's latest Top-Performing Companies, said
USAir has a "high risk" for a bankruptcy filing in 2009.

As reported by the Troubled Company Reporter on May 12, 2009,
Fitch Ratings affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch also revised LCC's Senior secured
credit facility rating to 'B+/RR1' from 'B/RR1'; and Senior
unsecured rating to 'C/RR6' from 'CC/RR6'.   Fitch assigned a
rating of 'C/RR6' to the company's new 7.25% senior unsecured
convertible notes.  The new notes mature in 2014 and have an
initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.


UTGR INC: Wants to Hire Lazard Freres as Financial Advisor
----------------------------------------------------------
UTGR Inc. and its debtor-affiliates ask the Hon. Arthur N.
Votolato of the U.S. Bankruptcy Court for the District of Rhode
Island for permission to employ Lazard Freres & Co. LLC as
investment banker and financial advisor.

The firm will:

   a) review and analyze the Debtors' business, operations, and
      financial projections;

   b) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

   c) assist management of the Debtors in its development of a
      business plan and related financial projections for the
      Debtors;

   d) assist the Debtors in the determination of a capital
      structure for the Debtors;

   e) assist the Debtors in the determination of a range of
      values for the Debtors on a going concern basis;

   f) advise the Debtors on tactics and strategies for
      negotiating with the Stakeholders;

   g) render financial advice to the Debtors and participating
      in meetings or negotiations with the Stakeholders and
      rating agencies or other appropriate parties in
      connection with any restructuring;

   h) advise the Debtors on the timing, nature, and terms of
      new securities, other consideration or other inducements
      to be offered pursuant to the Restructuring;

   i) advise and assist the Debtors in evaluating potential
      financing transactions by the Debtors, contacting and
      participating in negotiations with potential investors
      and assisting in implementing such a financing
      transaction, which, in the case of contacting potential
      investors, shall, if reasonably requested by the firm, be
      subject to execution of appropriate agreements, provided
      that any such agreements shall only deal with matters
      other than the payment of fees in connection with a
      financing, which fees shall be governed solely by the
      engagement Letter;

   j) assist the Debtors in preparing documentation within the
      firm's area of expertise that is required in connection
      with the restructuring;

   k) advise and assist the Debtors in identifying and
      evaluating candidates for a potential Sale Transaction,
      evaluating potential Sale Transactions by the Debtors,
      contacting and participating in negotiations with
      potential candidates for a sale transaction, including
      assisting in the development and preparation of a
      memorandum to solicit potential candidates for a sale
      transaction and aiding in the consummation of a sale
      transaction;

   l) attend meetings of the Debtors' Board of Directors and
      its committees with respect to matters on which Lazard
      has been engaged to advise the Debtors; and

   m) provide testimony, as necessary, with respect to matters
      on which the firm has been engaged to advise the Debtors
      in any proceeding before the Court or to any government
      branch or instrumentality of the State of Rhode Island.

The firm will receive $125,000 per month for this engagement.

The Debtors assure the Court that the firm does not hold or
represent an interest adverse to their estates and is a
"disinterested person" within the meaning of 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).  The Debtors select
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C.
as their co-counsel.  In its bankruptcy petition, the Company
estimated assets of less than $500 million and debt exceeding
$500 million.


UTGR INC: Selects Zolfo Cooper as Special Financial Advisor
-----------------------------------------------------------
UTGR Inc. and its debtor-affiliates ask the Hon. Arthur N.
Votolato of the U.S. Bankruptcy Court for the District of Rhode
Island for permission to employ Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.

The firm will:

   a) advise and assist management in organizing the Debtors'
      resources and activities so as to effectively and
      efficiently plan, coordinate, and manage the Chapter 11
      process and communicate with customers, lenders,
      suppliers, employees, shareholders, and other parties in
      interest;

   b) assist management in designing and implementing programs
      to manage or divest assets, improve operations, reduce
      costs, and restructure as necessary with the objective of
      rehabilitating the business;

   c) advise the Debtors concerning interfacing with any
      official committees, other constituencies and their
      professionals, including the preparation of financial and
      operating information required by such parties and the
      Bankruptcy Court;

   d) advise and assist management in the development of a
      Chapter 11 plan and underlying business plan, including
      the related assumptions and rationale, along with other
      information to be included in a disclosure statement;

   e) advise and assist the Debtors in forecasting, planning,
      controlling, and other aspects of managing cash, and, if
      necessary, obtaining debtor-in-possession and exit
      financing;

   f) advise the Debtors with respect to resolving disputes and
      otherwise managing the claims process;

   g) advise and assist the Debtors in negotiating a Chapter 11
      plan with the various creditor and other constituencies;

   h) as requested, render expert testimony concerning the
      feasibility of a Chapter 11 plan and other matters that
      may arise in the case; and

   i) provide such other services as may be required by the
      Debtors.

The Debtors and firm agree to this free structure:

   a) The billing rates for individuals who may be assigned to
      this engagement in effect as of Jan. 1, 2009:

      Designation          Hourly Rate
      -----------          -----------
      Managing Directors   $720-$785
      Professional Staff   $220-$695
      Support Personnel    $50-$295

   b) The billing rates for individuals who may be assigned to
      this engagement in effect as of July 1, 2009:

      Designation          Hourly Rate
      -----------          -----------
      Managing Directors   $775-$825
      Professional Staff   $230-$695
      Support Personnel    $55-$295

The Debtors assure the Court that the firm does not hold or
represent an interest adverse to their estates and is a
"disinterested person" within the meaning of 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).  The Debtors select
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C.
as their co-counsel.  In its bankruptcy petition, the Company
estimated assets of less than $500 million and debt exceeding
$500 million.


WALL STREET NEVADA: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: WALL STREET NEVADA, LLC
        3855 S. JONES BLVD., #102
        LAS VEGAS, NV 89103

Case No.: 09-22234

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Lenard E. Schwartzer, Esq.
                  Schwartzer & Mcpherson Law Firm
                  2850 S. Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  Email: bkfilings@s-mlaw.com

Total Assets: $23,301,451

Total Debts: $15,519,046

The petition was signed by David Frank.

Debtor's Largest Unsecured Creditor:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Freeman, Freeman & Smiley      Legal fees             $1,611
LLP


WWS CAMPGROUND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: W.W.S. Campground, L.L.C.
           dba Westward Shores Campground and Marina
        110 Nichols Road
        P.O. Box 308
        West Ossipee, NH 03890

Bankruptcy Case No.: 09-12552

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Laguna Bay Marine, L.L.C.                          09-12553

Chapter 11 Petition Date: July 9, 2009

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

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson, P.A.
                  100 Middle St., PO Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Email: mfagone@bernsteinshur.com

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

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

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

      http://bankrupt.com/misc/nhb09-12552.pdf

The petition was signed by Charles H. Smith, member and manager of
the Company.


WISE METALS: Q1 2009 Net Loss Widens to $38,670,000
---------------------------------------------------
Wise Metals Group LLC's net loss widened to $38,670,000 for the
three months ended March 31, 2009, compared to $8,287,000 for the
same period in 2008.

Total members' deficit widened to $307,720,000 at March 31, 2009,
from $266,949,000 at December 31, 2008.  At March 31, 2009, the
Company had $397,996,000 in total assets; $429,596,000 in total
current liabilities, $190,346,000 in total non-current
liabilities, and $85,774,000 in redeemable preferred membership
interest.

The Company has incurred significant losses in the past three
years as a result of unfavorable contracts, commodity pricing
pressures and liquidity issues which have had a negative impact on
cash flows. During 2008 and the first quarter of 2009, management
took active steps to improve its contracts, improve productivity,
reduce costs and implement new machinery to expand product
offerings to include wider coil to supply the 14-out market.
Management believes these investments will strengthen their
competitive position by increasing capacity and product offerings
and reducing operating costs while maintaining industry-leading
quality standards.  The market for the Company's products remains
quite competitive and management does not foresee a climate for
substantial price increases through the remainder of 2009. The
Company believes there are an unusually large number of long-term
industry-wide can sheet contracts which expire at the end of 2009
affecting a substantial portion of the domestic can sheet market.
Given the recent history of substantial industry losses by can
sheet makers, the Company believes there is opportunity for
substantial price increases to occur in new contracts and in this
contract renewal process for can sheet volume beginning in 2010.

Beginning in the third quarter of 2008, management implemented
cost reduction and process improvement initiatives, as well as
negotiated more favorable sales terms with certain customers and
extended payment terms with certain vendors.  On April 30, 2009,
in an effort to improve liquidity to meet the Company's 2009
operating plan, the Company amended their revolving and secured
credit facility which increased their availability by $46 million.
Management believes that these initiatives as well as the
availability under the revolving and secured credit agreement will
be sufficient to pay operating expenses, satisfy debt service
obligations and fund capital expenditures through the remainder of
2009.  However, in the event they are not, the Company will seek
alternative sources of funding.

On May 29, 2009, the Company received a Notice of Default from the
Trustee under the Indenture for failure to timely file its
quarterly report on Form 10-Q for the quarter ended March 31,
2009.  The Default will not become an Event of Default under the
Indenture so long as the Company files its March 31, 2009 Form 10-
Q by July 13, 2009.

The Company filed its Form 10-Q on July 9, 2009.  A full-text
copy of the Form 10-Q is available at no charge at:

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

                     Company Nears Completion
                   of Can Sheet Widening Project

On July 9, company officials announced progress towards the
completion of further can sheet product capability by making
available a wider-width can sheet coil capable of further
expanding the product capability and efficiencies of the
operations of Wise's customers.

"The project is very much near completion and we are on track to
begin test production this third quarter," said Phil Tays, Wise
Alloys Plant Manager.

Wise Recycling's network of recycling facilities now consist of
seven major scrap processing and shipping centers, which are
supported by a network of 35 additional buy back centers.

"These buy back centers are in essence, feeder yards for the
larger processing and shipping centers," explained Mr. Garrison
Curtis, President of Wise Recycling.

The 7 major operations are located in Charlotte, Raleigh, Bristol,
Pensacola, Lexington, Albuquerque and Denver.  Wise Recycling also
operates an 8th location which is a warehouse in Los Angeles in
support of Wise Alloys.

"We are encouraged by the increased opportunities afforded to our
Recycling locations to expand organically, primarily through the
use of funds generated through Recycling's own operating
performance," commented Mr. David D'Addario, Chairman and Chief
Executive Officer of Wise Metals. "We're excited in Lexington, KY
to be hosting the grand opening of our new and expanded facility
there on July 13."

                      About Wise Metals Group

Based in Baltimore, Maryland, Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States, operating shipping and processing
locations throughout the United States that support a network of
neighborhood collection centers; and Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide
ranging from small on-site repairs to complete turn-key
maintenance.

                           *     *     *

As reported in the Troubled Company Reporter on March 20, 2009,
Standard & Poor's Ratings Services revised its outlook on Wise
Metals Group LLC to negative from developing.  At the same time,
Standard & Poor's affirmed its 'CCC' corporate credit rating.


WL HOMES: Emaar Will Be Stalking Horse for Liquidated Assets
------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the Chapter 7
trustee for WL Homes Inc., intends to sell Company's assets to an
Emaar Properties PJSC affiliate for $52 million plus the
subordination of Emaar's $408 million claim, absent higher and
better bids for those assets.  Emaar will be able to pay the
purchase price in part by swapping $8.25 million in secured claims
and whatever it's loaned to the Chapter 7 trustee, Bloomberg's
Bill Rochelle said.

As reported by the Troubled Company Reporter on June 10, 2009, the
Hon. Brendan Shannon of the U.S. Bankruptcy Court for the District
of Delaware converted WL Homes' Chapter 11 reorganization case to
Chapter 7 liquidation, at the behest of the official committee of
unsecured creditors.  The Creditors Committee sought the
conversion because WL Homes closed its operations and planned to
liquidate assets rather than reorganize.

Prior to the conversion, Emaar, the ultimate parent of WL Homes,
offered for the Debtor's assets $7 million in cash plus the
assumption of as much as $11 million in financing.  Emaar
contended that its offer would have produced $5.5 million more for
creditors than a liquidation.

The official committee of unsecured creditors, however, objected
to the sale, arguing that the transaction was "solely at the
behest and for the benefit of" Emaar, which acquired WL in 2006
for $1.05 billion in cash.

Emaar had earlier offered to provide $30.9 million in financing
for the Chapter 11 effort of WL Homes.  The Bankruptcy Court also
turned down the financing offer.

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  The U.S.
Trustee for Region 2 appointed creditors to serve on the Official
Committee of Unsecured Creditors of the Debtors' Chapter 11 cases.

Ashby & Geddes represents the Committee.  When the Debtors sought
protection from their creditors, they listed assets of more than
$1 billion, and debts between $500 million and
$1 billion.


WOLVERINE TUBE: Files Technical Changes to Annual Report
--------------------------------------------------------
Wolverine Tube, Inc., has filed an amendment to its Annual Report
on Form 10-K for the year ended December 31, 2008, to amend the
conformed signatures of KPMG LLP on the "Report of Independent
Registered Public Accounting Firm" and the Exhibit 23.1 "Consent
of Independent Registered Public Accounting Firm".

The Company filed the Annual Report on June 11, 2009.

The Company said the conformed signatures were inadvertently
omitted from the Original Filing.

A full-text copy of the Amendment to the Annual Report is
available at no charge at http://ResearchArchives.com/t/s?3efe

As reported by the Troubled Company Reporter on June 29, 2009,
Wolverine Tube does not currently have additional borrowing
capacity, and future funding requirements with respect to its
liquidity requirements could vary materially from the Company's
current estimates.  "Those matters raise substantial doubt about
the Company's ability to continue as a going concern," KPMG, LLP,
in Birmingham, Alabama, its independent auditors, said in a report
dated June 11, 2009.

The Company's net sales for 2008 were $815.8 million versus $1.01
billion in 2007.  This 19.3% decrease versus 2007 is primarily the
result of the discontinuance of manufacturing certain products at
the Company's Decatur, Alabama and Booneville, Mississippi
facilities in December 2007 and January 2008, respectively, offset
partially by an increase in sales of externally sourced products.

The Company posted a net loss of $48.4 million in 2008 compared to
$98.2 million in 2007.  The net loss applicable to common
stockholders in 2008 was $60.3 million compared to a loss of
$116.1 million in 2007.  The Company had total assets of
$237.1 million and $261.2 million in total liabilities, resulting
$47.7 million in stockholders' deficit at
December 31, 2008.

A full-text copy of the Company's report is available at no charge
at http://ResearchArchives.com/t/s?3e4d

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.


WOLVERINE TUBE: Savings Plans Delay Filing of Form 11-K Report
--------------------------------------------------------------
The Wolverine Tube, Inc. Savings Plan and Wolverine Tube Savings
Plan for the Carrollton and Jackson Locations, as successors to
the Wolverine Tube, Inc. Savings Plan, informed the Securities and
Exchange Commission that they are unable to file their Annual
Report on Form 11-K for the Wolverine Tube, Inc. Savings Plan and
Wolverine Tube Savings Plan for the Carrollton and Jackson
Locations (together, as successors to the Wolverine Tube, Inc.
Savings Plan) for the period ended December 31, 2008, within the
prescribed time period without unreasonable effort or expense.
The Plans explained they were unable to conclude processes and
procedures necessary for auditors, KPMG LLP, to render an opinion
on the Plans' financial statements for the period ended December
31, 2008.  Accordingly, they need additional time to file complete
and accurate financial statements required to be included in the
Form 11-K.

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

The Company had total assets of $237.1 million and
$261.2 million in total liabilities, resulting $47.7 million in
stockholders' deficit at December 31, 2008.

As reported by the Troubled Company Reporter on June 29, 2009,
Wolverine Tube does not currently have additional borrowing
capacity, and future funding requirements with respect to its
liquidity requirements could vary materially from the Company's
current estimates.  "Those matters raise substantial doubt about
the Company's ability to continue as a going concern," KPMG, LLP,
in Birmingham, Alabama, its independent auditors, said in a report
dated June 11, 2009.


WOOLWICH DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Woolwich Development Company, LLC
        6 Blue Spruce Lane
        Woolwich, NJ 08085

Bankruptcy Case No.: 09-27659

Chapter 11 Petition Date: July 8, 2009

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

Judge: Gloria M. Burns

Debtor's Counsel: Laurent W. Metzler, Esq.
                  Metzler & DeSantis, LLP
                  74 East Second Street
                  Moorestown, NJ 08057
                  Tel: (856) 234-2772
                  Fax: (856) 234-1217

Total Assets: $2,050,000

Total Debts: $2,587,463

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

The petition was signed by Joseph DeAngelo Jr., operating manager
of the Company.


XERIUM TECHNOLOGIES: Regains Partial NYSE Compliance
----------------------------------------------------
Xerium Technologies, Inc., has received notice from the New York
Stock Exchange that the Company has regained compliance with the
exchange's share price listing requirement.

The NYSE notified the Company that because its closing price and
average share price for the 30 days ended June 29, 2009, was above
$1.00, it is no longer considered to be below the $1.00 continued
listing criterion.

The Company has 18 months from the original non-compliance
notification date on December 29, 2008, in which to regain
compliance with the NYSE's revised $50 million market
capitalization and $50 million stockholders' equity requirement.
Xerium's common stock will continue to be listed on the NYSE
during the compliance period, subject to quarterly reviews by the
exchange to monitor the Company's progress against its approved
plan for continued listing.

                      About Xerium Technologies

Xerium Technologies, Inc. (NYSE:XRM) -- http://www.xerium.com/--
is a global manufacturer and supplier of two types of consumable
products used primarily in the production of paper: clothing and
roll covers.  With 32 manufacturing facilities in 13 countries
around the world, Xerium has approximately 3,400 employees.

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR on June 9, 2008, reported that Moody's Investors Service
revised Xerium Technologies, Inc.'s outlook to positive from
negative, upgraded its speculative grade liquidity rating to SGL-3
from SGL-4, and upgraded its probability of default rating to Caa1
from Caa2.

At March 31, 2009, Xerium had $760,967,000 in total assets; total
current liabilities of $164,079,000, long-term debt, net of
current maturities, of $557,596,000, deferred and long-term taxes
of $10,900,000, pension, other postretirement and postemployment
obligations of $63,621,000, and other long-term liabilities of
$4,885,000; resulting in stockholders' deficit of $40,114,000.


YRC WORLDWIDE: S&P Still Sees Near-Term Risks; Would Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services noted that YRC Worldwide Inc.
(CCC/Watch Neg/--) recently announced that it has reached a
tentative agreement with the International Brotherhood of the
Teamsters to modify the terms of its labor agreement.
Ratification of the new terms is subject to a vote by employees
represented by the IBT.  YRC has also finalized an agreement with
several multiemployer pension plans to provide real estate
collateral in lieu of pension contribution payments during the
second quarter.

In addition, the company has retained several financial advisors
to develop strategic alternatives for YRC's capital structure and
liquidity position.  Media reports on July 9, 2009, reported that
Rothschild, one of its advisors, has initiated discussions with
several of the company's major debtholders.  Under Standard &
Poor's criteria, S&P views tender or exchange offers at a discount
by a company under substantial financial pressure as a distressed
debt exchange or redemption, and tantamount to a default.  In that
case, S&P would lower its corporate credit rating on YRC to 'SD'
(selective default) and lower S&P's ratings on issues repurchased
or exchanged under a potential offer to 'D' (default).  S&P would
then, shortly thereafter, assign a new corporate credit rating,
representing the default risk, post-financial-restructuring.

In light of these developments, S&P is maintaining the ratings on
CreditWatch with negative implications, and S&P continues to see
near-term risks to YRC, including a further constrained liquidity
position and increased customer attrition.


ZILA INC: Board Rejects Intelident Bid as Inferior to Tolmar
------------------------------------------------------------
Zila, Inc., said its Board of Directors has carefully reviewed a
non-binding contingent proposal submitted by Intelident Solutions
Inc. on July 7, 2009, to acquire all of Zila's common stock for
$0.42 per share.  The Board concluded that the Intelident proposal
is not superior to Zila's existing agreement to be acquired by
Tolmar Holding, Inc.

On June 25, 2009, Zila entered into a definitive merger agreement
with Tolmar.  Under terms of the agreement, Tolmar agreed to
acquire all of the outstanding shares of common stock of Zila for
a cash purchase price of $0.38 per share, representing an
approximate premium of 18% over the closing price of Zila's shares
on June 24, 2009.  Total consideration paid by Tolmar includes the
purchase of Zila's existing
$12 million senior secured convertible debt from the note holders
for $5 million pursuant to a Note Purchase Agreement entered into
by Tolmar and the note holders.  Zila is not a party to the Note
Purchase Agreement.  The note holders have been free to sell or
assign their notes since they were issued in 2006.

On July 2, 2009, Zila disclosed in its preliminary proxy statement
filing with the Securities and Exchange Commission that it
received an unsolicited letter a day earlier containing a non-
binding merger acquisition proposal from Intelident proposing the
acquisition of Zila's common stock for $0.42 in cash per share.
This letter and the July 7, 2009 proposal also stated that
Intelident would require, as part of its acquisition, to negotiate
the purchase of the senior secured notes and that consummation of
the transaction was contingent upon its ability to enter into a
note purchase agreement with the note holders on substantially
similar terms as the current Note Purchase Agreement with Tolmar.

However, Intelident has not informed Zila of any plan to cause
Tolmar and Zila's note holders to terminate the Note Purchase
Agreement and cause the note holders to agree to enter into a new
note purchase agreement with Intelident.

The Board also considered the possibility that Intelident is
trying to prevent the Tolmar transaction from being consummated in
order for it to be able to acquire Zila's assets out of bankruptcy
in a so-called Section 363 transaction as Intelident proposed to
Zila as late as June 25, 2009.  In such a transaction, Zila's
shareholders would likely receive no consideration for their
shares.

Even though, on its face, Intelident offered a nominally higher
per-share price for Zila's common and preferred stock, Zila's
Board of Directors concluded that Intelident's contingent proposal
is not superior to Tolmar's given Intelident's failure to satisfy
the conditions in their proposal.

Zila's Board also expressed concern regarding Intelident's public
announcement on July 7, 2009, of its offer, which did not mention
the material contingency.  The absence of any disclosure by
Intelident regarding the contingency may have caused investors in
Zila's common stock to misunderstand the viability of its
proposal.

"It is disconcerting that Intelident sought to make investors
believe that it made a no-strings-attached offer to purchase Zila
for $0.42 per share when in fact their offer was subject to
conditions that cannot be satisfied by Zila and that Intelident
appears, at least at this point, unable or not prepared to
satisfy," said Dave Bethune, Chairman and Chief Executive Officer
of Zila.  "Our note holders have always had the ability to sell or
assign their Zila notes without our knowledge or permission. The
Board continues to be prepared to review and act upon superior
offers for the benefit of its shareholders in accordance with the
exercise of its fiduciary duties."

                         About Zila Inc.

Based in Scottsdale, Arizona, Zila Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  Zila manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and Jan. 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under
Chapter 7 of the Federal Bankruptcy Code, which would likely
result in its common stock becoming worthless.  The Company
anticipates it will need to refinance its senior secured
convertible notes by their due date of July 31, 2010.  As of April
30, 2009, there were $1.1 million of unamortized debt issue costs
and $2.2 million of debt discounts relative to the senior secured
convertible notes.


* Anthony Newton Joins Seyfarth Shaw's Houston Office
-----------------------------------------------------
Seyfarth Shaw LLP says Anthony F. Newton has joined the firm's
Houston office as Of Counsel to the Corporate & Finance Practice
Group.  Prior to joining Seyfarth Shaw, he was a principal at
Franklin Cardwell & Jones P.C.

Mr. Newton handles various general corporate, mergers and
acquisitions, and private equity placement matters, with an
emphasis on servicing clients in the energy and alternative energy
industries.  He also advises clients as to the federal income tax
aspects of corporate, partnership and individual tax matters; tax
controversies and tax litigation at the state and federal levels;
and state and local tax matters, including sales tax, franchise
tax, margin tax and ad valorem tax.

"Tony is an excellent addition to our growing corporate practice
in Houston," said Allan J. Reich, Chair of Seyfarth Shaw's
Corporate & Finance Practice Group. "His experience, particularly
servicing energy and alternative energy sector clients, will
further enhance our corporate energy offerings in addition to
strengthening the firm's local and national transactional
capabilities."

Seyfarth Shaw's Corporate & Finance attorneys serve a diverse
client base, ranging from start-up ventures to middle market
companies to large multinational corporations. The breadth of the
team's knowledge allows them to guide clients through myriad legal
issues.  Since corporate matters frequently involve aspects of
many legal disciplines, the firm's corporate attorneys regularly
draw on the resources of Seyfarth Shaw's other practice areas such
as employee benefits, intellectual property, labor and employment,
real estate, environmental and bankruptcy to deliver coordinated,
seamless service to clients. In this way, clients receive full
attention from dedicated, focused business attorneys, as well as
reap the benefits of a full-service law firm.

"We are very excited to welcome Tony to our office," said John L.
Collins, Managing Partner of Seyfarth Shaw's Houston office. "He
shares our commitment to growing our corporate practice in Houston
and nationwide and he also possesses our firm's values and
commitment to exceptional client service."

In 1995, Seyfarth established an office in the heart of downtown
Houston, Texas.  Lawyers from Seyfarth Shaw's Houston office
frequently make presentations to the legal and business community
and are involved in a variety of community service efforts. With
Houston currently ranked as the largest city in Texas and fourth
largest in the United States, Seyfarth Shaw's Houston office
provides clients with important legal assistance in this strategic
geographical and business area.

"Because it is such a renowned firm, Seyfarth Shaw is the ideal
home to offer superior service to my clients and further the
growth of my practice," said Mr. Newton. "I look forward to
working with my new colleagues in Houston and throughout the
firm."

Mr. Newton received his undergraduate degree from Texas A&M
University and his J.D. (cum laude) from the University of Houston
Law Center.  He earned his LL.M. in Taxation (with distinction)
from the Georgetown University Law Center.  Mr. Newton is admitted
to practice law in Texas.

Seyfarth Shaw -- http://www.seyfarth.com/-- has over 775
attorneys located in nine offices throughout the United States
including Atlanta, Boston, Chicago, Houston, Los Angeles, New
York, Sacramento, San Francisco, and Washington D.C., as well as
Brussels, Belgium.  Seyfarth Shaw provides a broad range of legal
services in the areas of labor and employment, employee benefits,
litigation and business services.  The firm's practice reflects
virtually every industry and segment of the country's business and
social fabric.  Clients include over 300 of the Fortune 500
companies, financial institutions, newspapers and other media,
hotels, health care organizations, airlines and railroads.  The
firm also represents a number of federal, state, and local
governmental and educational entities.


* Greenberg Traurig Attorneys Receive Top Honors
------------------------------------------------
The Las Vegas office of the international law firm Greenberg
Traurig LLP says 13 attorneys have received recognition in the
2009 edition of the prestigious Mountain States Super Lawyers
publication.  Selected in the areas of bankruptcy, business
litigation, business/corporate matters and intellectual property,
the Greenberg Traurig attorneys were named along with other
lawyers from Idaho, Montana, Nevada, Utah and Wyoming who have
attained a high degree of peer recognition and professional
achievement.

The Greenberg Traurig Mountain States Super Lawyers were
recognized in these practice areas:

    -- Brett A. Axelrod, Bankruptcy and Creditor/Debtor Rights
    -- Michael J. Bonner, Business/Corporate
    -- John N. Brewer, Business/Corporate
    -- Mark E. Ferrario, Business Litigation
    -- Thomas F. Kummer, Business Litigation
    -- Bob L. Olson, Bankruptcy and Creditor/Debtor Rights
    -- Mark G. Tratos, Intellectual Property

The Greenberg Traurig Mountain States Rising Stars were recognized
in these practice areas:

    -- Peter H. Ajemian, Intellectual Property
    -- Luis A. Ayon, Business Litigation
    -- Leslie A. Godfrey, Business Litigation
    -- Anne M. Loraditch, Bankruptcy & Creditor/Debtor Rights
    -- Donald L. Prunty, Business Litigation
    -- Brandon E. Roos, Business Litigation

"We are deeply honored to be recognized by Mountain States Super
Lawyers for the work we enjoy doing each day on behalf of our
clients," said Mark Tratos, managing shareholder of Greenberg
Traurig's Las Vegas office.  "It's also a distinct pleasure to
share the news with our clients and others in the business
community that four of our newest attorneys join us as Super
Lawyers and two join us as Rising Stars.  I know the entire
Greenberg Traurig legal team echoes my applause to all the
winners."

"In addition, I want to extend our warmest congratulations to our
esteemed colleagues in the legal community who also achieved this
noteworthy award. With peer review an integral part of the
selection process, it's an especially meaningful recognition to
us," Mr. Tratos added.

                        About Super Lawyers

Super Lawyers is a listing of outstanding lawyers from more than
70 practice areas who have attained a high degree of peer
recognition and professional achievement.  It is published as a
special supplement in leading newspapers and city and regional
magazines across the country.  Super Lawyers magazine, featuring
articles about attorneys named to the Super Lawyers list, is
distributed to all attorneys in the state or region, the lead
corporate counsel of Russell 3000 companies and the ABA-approved
law school libraries.

                      About Greenberg Traurig

Greenberg Traurig's office in Las Vegas opened in May 2005 having
joined forces with the then law firm Quirk & Tratos, Nevada's
largest Intellectual Property and Entertainment law firm.  Since
then, the Las Vegas office has more than doubled in size and
recently welcomed 17 attorneys from one of Nevada's largest and
most prominent law firms.

The Greenberg Traurig Las Vegas team represents clients in a full
range of practice areas including complex corporate transactions;
federal and state securities matters; intellectual property,
entertainment and internet law; appellate law; real estate law;
litigation and bankruptcy and business reorganization matters
throughout the United States.  The team includes many attorneys
who are licensed to practice law in more than one state, and
before state and federal courts, appellate courts, the United
States Patent and Trademark Office, the Nevada Gaming Control
Board, United States Copyright Office and the International Trade
Commission.

The firm's attorneys are routinely rated among the best corporate,
mergers and acquisitions, and litigation lawyers in Nevada,
including high-ranking recognition by the prestigious Chambers USA
-- America's Leading Business Lawyers since its inception in 2003;
The Best Lawyers in America(R); and Mountain States Super Lawyers.
The firm is AV-rated, which is the highest ranking awarded by
Martindale Hubbell, a noted authority in rating U.S. law firms and
attorneys.

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an
international, full-service law firm with roughly 1750 attorneys
serving clients from more than 30 offices in the United States,
Europe and Asia.  In the U.S., the firm has more offices than any
other among the Top 20 on The National Law Journal's 2008 NLJ 250.
Additionally, Greenberg Traurig has strategic alliances with the
following independent law firms: Studio Santa Maria in Milan and
Rome; TA Lawyers GKJ in Tokyo; and, where appropriate, the firm
works closely with Olswang in London, Brussels and Berlin.  The
firm was Chambers and Partners' USA Law Firm of the Year in 2007.


* KPMG Taps Pritchard to Lead Restructuring Services in NE
----------------------------------------------------------
KPMG LLP said that J. Gregg Pritchard has joined the firm to lead
Restructuring Services in the Northeast.  He will serve as a key
member of the national team of restructuring partners and
professionals working with companies, lenders and other
stakeholders to help them provide stability, restore confidence,
improve performance and begin recovery in stressed and distressed
situations.

"Gregg's 25 years of operational restructuring experience as a
financial adviser provides company management, senior lenders and
other stakeholders with a practical and seasoned approach to
helping companies realize value," said Drew Koecher, KPMG's U.S.
Leader for Restructuring Services.  "His addition is further
evidence of KPMG's continued and significant investment in the
U.S. restructuring market, and enhances the firm's position of
serving large multinationals, middle market companies and
stakeholders."

Before joining KPMG, Mr. Pritchard had supported restructurings as
an interim Chief Executive Officer and Chief Restructuring Officer
for several companies focusing on their turn-around efforts, and
has been appointed Trustee in numerous Bankruptcy Cases.  He has
negotiated cross-border sales of subsidiaries, has public board
experience, and has overseen extensive mergers-and-acquisitions
work during in-court and out-of-court restructurings.  Mr.
Pritchard has worked in numerous industries, including health
care, energy, real estate and financial services, among others.

"Our marketplace approach includes using a team of KPMG
professionals with strong and deep industry knowledge to help
companies review and strengthen their positions as they seek to
emerge competitively stronger from this turbulent market," said
Mr. Pritchard.

Based in New York, Mr. Pritchard will lead Restructuring Services
for KPMG in New York, New Jersey, Connecticut, Massachusetts,
Rhode Island, New Hampshire, Vermont and Maine.  The U.S.
Restructuring team works closely with other teams of restructuring
professionals from KPMG International's global network of member
firms.  These coordinated teams deliver client services on
initiatives that include Financial and Operational Restructuring,
Chapter 11 Advisory, Transaction, Forensic, Tax, Valuation, Debt
Restructuring, Real Estate, Business Performance, and Accounting
Advisory services.

Mr. Pritchard is a 1974 graduate of Abilene Christian University,
and a member of the American Bankruptcy Institute and the
Turnaround Management Association.

KPMG LLP -- http://www.us.kpmg.com-- is the U.S. member firm of
KPMG International.  KPMG International's member firms have
137,000 professionals, including more than 7,600 partners, in 144
countries.


* Pluris Study Finds Banks Paying Fair Price for TARP Warrants
--------------------------------------------------------------
A new study by Pluris Valuation Advisors LLC, a provider of
market-based valuations of illiquid securities, finds that bank
buybacks of TARP warrants from the U.S. Treasury have been
increasingly trending toward fair value.

"Some media and industry experts have claimed that banks are
underpaying for their warrants," Pluris President Espen Robak
said.  "That was true at first. However, our study shows that
recent repurchases have been in line with accurate valuations of
the warrants."

The study, which was developed to provide guidance for future TARP
warrant sales, compiles data from all 265 public banks that
received funds from the Troubled Asset Relief Program.  Funds were
awarded by the U.S. Treasury in exchange for warrants and shares
of preferred stock.  To exit TARP, banks must repurchase their
warrants.

"If banks underpay, taxpayers lose out," Mr. Robak said.  "If they
overpay, banks and their shareholders lose out.  As such, the
success of TARP depends on fair valuations."

Pluris used data from arm's-length transactions in illiquid
warrants from the secondary market to value the warrants of all
265 banks, including the 12 banks that have bought out their TARP
warrants to date.  Such real-world valuation data yields
significantly better results than theoretical models alone.
According to Mr. Robak, "the commonly used Black-Scholes model was
never designed for non-tradable instruments like warrants.  It's a
helpful input, but on its own it falls short as an analytical
technique."

The most recent repurchase, and the first by a major TARP
recipient, was by State Street Corp. on July 10.  Pluris found an
estimated fair value of $65,147,488 for State Street's warrants,
while State Street paid $60 million in the repurchase, a 7.9
percent discount from fair value.  This is in line with recent
trends for the repurchases.

Comparing its own market-based warrant valuations with what the 11
other banks paid to repurchase them, Pluris found that Old
National Bancorp, the first bank to repurchase its warrants,
underpaid significantly.

ONB paid $1.48 per warrant ($1.2 million total), but Pluris valued
them at $3.15 per warrant, so ONB underpaid by 53 percent.
Iberiabank Corporation (IBKC), the second bank to buy out of TARP,
paid $8.66 per warrant ($1.2 million total), compared with Pluris'
valuation of $10.19, an underpayment of 15 percent.

Since then, amounts paid have been within 12.8 percent of the
valuation price in all cases, with three banks paying more than
the price calculated by Pluris.  FirstMerit Corporation, the third
bank to buy out of TARP, paid $5.28 per warrant ($5,025,000
total), while Pluris valued the warrants at $4.68 each, an 12.8
percent difference. Berkshire Hills Bancorp, Inc. (BHLB) paid
$4.60 per warrant, compared with a valuation of $4.09, an
overpayment of 12.5 percent. HF Financial Corp. (HFFC), the most
recent bank to repurchase warrants, paid $2.15 ($650,000 total),
compared with a valuation of $2.11, an overpayment of 1.8 percent.

The three most recent warrant repurchases have all been within 2
percent of the Pluris valuation. In addition to HFFC, Somerset
Hills Bancorp (SOMH) paid $1.69 ($275,000 total), compared with a
valuation of $1.70, and First Niagara Financial Group (FNFG) paid
$2.83 ($2.7 million total), compared with a valuation of $2.86.

The Pluris survey, which was compiled through data published by
the Treasury, plus public stock market data as of July 1, 2009,
analyzes the fair market value of all TARP warrants, providing
guidance for prices the warrants might bring if they were
auctioned by the Treasury. The survey also provides guidance to
both the banks and the Treasury by identifying values
realistically achievable when prices are negotiated to repurchase
TARP warrants.

The valuation model used for Pluris' analysis is based on
transaction data of secondary market sales of illiquid warrants
similar to TARP warrants. The data represents several years' worth
of transactions recorded in the LiquiStat(TM) database, an ongoing
record of transactions involving illiquid assets that is
maintained by Pluris.

Warrants are similar to call options in that they can be exercised
to create new shares of stock.  However, warrants are illiquid
and, as a result, are worth less than liquid options.  How much
they are discounted depends on the volatility of the underlying
shares, the size of the block, time to expiration, the size of the
issuer and the "moneyness" of the warrant.  "Moneyness" is a
measure of the degree to which an option is "in the money" (the
difference between the stock price and the exercise price) as of
the measurement date.

The Pluris TARP warrant study and a white paper, "Discounts for
Illiquid Shares and Warrants: The Liquistat(TM) Database of
Transactions on the Restricted Securities Trading Network," can be
downloaded from the Pluris Web site at www.PlurisValuation.com.

                  About Pluris Valuation Advisors

Pluris Valuation Advisors LLC of New York, N.Y., is a full-service
valuation firm specializing in the valuation of restricted
securities of public companies, auction-rate securities,
bankruptcy claims, limited partnerships and other financial
instruments that lack liquidity.  Pluris valuations are used for
financial reporting, tax purposes, business transactions and
litigation support.  The firm's proprietary LiquiStat(TM) database
enables Pluris to value even the most illiquid assets based on
market data, in compliance with both U.S. Generally Accepted
Accounting Principles (GAAP) or IFRS.  Pluris clients include
public reporting entities, hedge funds, private equity funds, high
net-worth clients and their advisors worldwide.


* Recession, Low Demand May Spur Airline Bankruptcies, Says Report
------------------------------------------------------------------
Susan Carey and Mike Esterl at The Wall Street Journal report that
the recession, plunging travel demand, and a tough lending
environment have raised the prospect of a liquidity squeeze among
U.S. airlines, which could lead to bankruptcy filings.

WSJ states that some carriers may have no choice but to seek
protection from creditors when cash flow typically dries up.
According to WSJ, credit-rating agencies and Wall Street
investment houses said that United Airlines and US Airways are the
most vulnerable among large carriers.

United Airlines must meet more than $650 million of debt and lease
payments later this year and more than $1 billion in 2010, the
report says, citing Fitch Ratings bond analyst Bill Warlick.
United Airlines has about $2.5 billion in cash, according to WSJ.
Mr. Warlick said that with this "unsustainable" capital structure,
United Airlines may have trouble raising a large amount of fresh
capital in the near term, WSJ relates.

According to WSJ, AMR Corp. CEO Gerard Arpey said in June, "Just
as the airline industry was not built for $130 [per barrel] oil,
neither was it built for an environment of negative global
economic growth and nonfunctioning capital markets."

WSJ quoted Standard & Poor's Corp. debt analyst Philip Baggaley as
saying, "The more likely scenario is that they will manage to
scrape by again" and "there's not a lot of room for error."  The
report says that Mr. Baggaley doesn't rule out one or more
carriers filing this year.

WSJ notes that the recession continues to discourage high-yield
business traffic, forcing carriers to cut fares heavily to fill
planes with travelers.  The Air Transport Association trade group
reported that passenger revenue dropped 26% in May 2009 on 9.5%
fewer passengers paying almost 18% less per ticket, compared to
2008.

According to WSJ, tough capital lending is a problem for airlines
trying to maintain or build cash balances as they're burning cash.
WSJ adds that fuel prices are currently at about $60 per barrel,
which is $10 below the June 2008 average.  WSJ notes that
carriers' savings on one of their top expenses aren't enough to
offset the drop in demand, though airlines have lessened the
number of seats they're offering.

WSJ says that while the second quarter normally brings strong
traffic and profitability, five largest carriers are expected to
report second-quarter losses: American Airlines, Delta Air Lines
Inc., United Airlines, Continental Airlines Inc., and US Airways
Group Inc.

Morgan Stanley said last week that revenue at U.S. airlines will
decline 18% for all of 2009, WSJ reports.


* U.S. Junk Default Rate Reaches 11% in Second Quarter
------------------------------------------------------
The global speculative-grade default rate finished the second
quarter at 10.1%, up from a level of 7.4% in the previous quarter,
said Moody's Investors Service on July 8.  A year ago, the global
default rate stood at only 2.0%.  The ratings agency's default
rate forecasting model now predicts that the global default rate
will reach a peak of 12.8% in the fourth quarter of 2009 before
declining to 6.0% a year from now.

"Moody's model-based default rate forecasts have fallen in recent
months as high yield bond spreads have continued to narrow.
Looking forward into 2010, under our baseline economic scenario,
default rates are expected to decline significantly as many of the
weakest rated credits going into this cycle will have defaulted,
leaving a pool of relatively stronger issuers," says Moody's
Director of Default Research Kenneth Emery.

In all, a total of 163 Moody's-rated corporate debt issuers have
defaulted so far this year, of which 76 were recorded in the
second quarter.  In comparison, there were 16 and 20 defaults in
the first and second quarter of last year, respectively.

The U.S. speculative-grade default rate ended the second quarter
at 11.0%, up from 8.0% in the previous quarter.  At this time last
year, the default rate stood at 2.4%.

Measured on a dollar volume basis, the global speculative-grade
bond default rate closed at 16.3% in the second quarter, up
noticeably from the 10.6% level from the previous quarter.  Last
year, the global dollar-weighted default rate stood much lower at
1.3%.  Among U.S. issuers, the dollar-weighted speculative-grade
bond default rate ended the second quarter at 18.2%. The
comparable rate was 11.8% in the prior quarter and 1.5% a year
ago.  Moody's default rate forecasting model now predicts that the
U.S. speculative-grade default rate will reach a peak of 12.9% in
the fourth quarter before declining to 5.0% by June 2010.  The
European speculative-grade default rate is expected to peak at
15.0% in the fourth quarter before falling to 12.5% by June 2010.
The higher forecasted European default rates are largely the
result of weaker economics as reflected in higher spreads and a
relatively higher unemployment rate.

Across industries over the coming year, Moody's default rate
forecasting model indicates that the Automotive sector will be the
most troubled in the U.S. and the Durable Consumer Goods sector
will have the highest default rate in Europe.

Moody's speculative-grade corporate distress index -- which
measures the percentage of rated issuers that have debt trading at
distressed levels -- closed at 36.7% at the end of the second
quarter, down from 51.3% in the previous quarter.  A year ago, the
index was much lower at 15.6%.

Overall, about 64 of the second quarter's defaults were by North
American issuers, while European companies accounted for another
four defaults.

Across industries, the Media and Automotive industries had the
largest number of defaulters.

In the leveraged loan market, a total of 41 Moody's-rated loan
defaulters were recorded in the second quarter, sending the year-
to-date loan default count to 69.  Of the second quarter's loan
defaulters, 37 were North American issuers while the remaining
four were from Europe (2) and Asia (2).  Last year, only six loan
issuers defaulted in the second quarter, all by North American
issuers.  The trailing 12 month U.S. leveraged loan default rate
ended the second quarter at 8.2%, up from 5.0% in the previous
quarter and 2.1% from a year ago.

Moody's "June Default Report" is now available -- as are Moody's
other default research reports -- in the Ratings Analytics section
of Moodys.com.


* Wyoming Bank Closed; This Year's Failed Banks Now 53
------------------------------------------------------
Bank of Wyoming, Thermopolis, Wyoming, was closed July 10 by the
State of Wyoming, Department of Audit, Division of Banking.  The
closing raising the total number of bank failures this year to 53.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

According to Bloomberg News, regulators have seized the most U.S.
banks this year since 1993.

The Summer 2009 issue of Supervisory Insights released by the FDIC
on June 16, 2008, said the U.S. financial services industry
experience a crisis in 2008, with these challenges continuing
during the first half of 2009.  In 2008, U.S. financial regulatory
agencies extended $6.8 trillion in temporary loans, liability
guarantees and asset guarantees in support of financial services.
By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.

Bear Stearns was the first large investment bank to be acquired by
a bank holding company during 2008.  Of the other four largest
investment banks in the United States, one would fail and the
others would be acquired by, or become, bank holding companies.

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.  A copy of the Supervisory Insights is
available for free at:

       http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                         Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

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

                    305 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

The FDIC said on May 27 that the number of banks and savings
institutions in its "Problem List" increased to 305 from 252 at
the end of 2008.  The 305 banks and thrifts have combined assets
of $220 billion, according to the FDIC's quarterly banking
profile.

The 252 insured institutions with combined assets of
$159 billion on the FDIC's "Problem List" as of year-end was
already the largest since the middle of 2005.  The Problem List
had 171 institutions with $116 billion in assets at the end of the
third quarter, and 76 institutions with $22 billion in assets at
the end of 2007.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q1'09             305      $220,047          21         $9,498
  2008              252       159,405          25        371,945
  2007               76        22,189           3          2,615
  2006               50         8,265           0              0
  2005               52         6,607           0              0
  2004               80        28,250           4            170

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                                Stock-     Total
                                      Total    holders'   Working
                                     Assets     Equity    Capital
  Company              Ticker          ($MM)      ($MM)      ($MM)
  -------              ------         ------    -------    -------
ABSOLUTE SOFTWRE      ABT CN            107         (7)        24
AFC ENTERPRISES       AFCE US           131        (33)         2
AMR CORP              AMR US         24,518     (3,108)    (3,545)
ARBITRON INC          ARB US            189         (3)       (22)
ARVINMERITOR INC      ARM US          2,873       (719)       278
AUTOZONE INC          AZO US          5,296        (45)      (527)
AVATAR HOLDINGS       AVTR US           585          0       N.A.
BLOUNT INTL           BLT US            499        (43)       175
BOARDWALK REAL E      BEI-U CN        2,318         (5)      N.A.
BOARDWALK REAL E      BOWFF US        2,318         (5)      N.A.
BOEING CO             BA US          55,339       (509)    (2,160)
BOEING CO             BAB BB         55,339       (509)    (2,160)
BP PRUD BAY-RTU       BPT US              9          8          0
BURCON NUTRASCIE      BU CN               4          3          2
CABLEVISION SYS       CVC US          9,551     (5,349)      (367)
CARROLS RESTAURA      TAST US           482          3        (39)
CENTENNIAL COMM       CYCL US         1,413       (992)       148
CENVEO INC            CVO US          1,501       (221)       163
CHENIERE ENERGY       CQP US          1,975       (408)        79
CHOICE HOTELS         CHH US            333       (146)       (10)
CLOROX CO             CLX US          4,464       (309)      (866)
DELTEK INC            PROJ US           191        (48)        42
DISH NETWORK-A        DISH US         7,063     (1,666)      (422)
DOMINO'S PIZZA        DPZ US            473     (1,396)        99
DUN & BRADSTREET      DNB US          1,614       (785)      (176)
EINSTEIN NOAH RE      BAGL US           168        (11)       (52)
ENERGY COMPOSITE      ENCC US             0          0          0
EPICEPT CORP          EPCT SS            12         (5)         4
EXELIXIS INC          EXEL US           355        (88)        53
EXTENDICARE REAL      EXE-U CN        1,833        (51)        98
FEMALE HEALTH         FHCO US            13          9          8
FORD MOTOR CO         F US          207,270    (16,476)    12,631
FORD MOTOR CO         F BB          207,270    (16,476)    12,631
GARTNER INC           IT US             948          4       (223)
GENTEK INC            GETI US           430         (8)       102
GLG PARTNERS INC      GLG US            345       (382)       101
GLG PARTNERS-UTS      GLG/U US          345       (382)       101
GOLD RESOURCE CO      GORO US             9          9          7
HALOZYME THERAPE      HALO US            68          3         52
HEALTHSOUTH CORP      HLS US          1,921       (656)       (53)
HERMAN MILLER         MLHR US           767          8        242
HOLLY ENERGY PAR      HEP US            469          0         (6)
IDENIX PHARM          IDIX US            96          9         50
IMAX CORP             IMX CN            226        (98)        19
IMAX CORP             IMAX US           226        (98)        19
IMS HEALTH INC        RX US           2,026          4        328
INCYTE CORP           INCY US           189       (256)       123
INTERMUNE INC         ITMN US           193        (82)       121
IPCS INC              IPCS US           545        (41)        62
JOHN BEAN TECH        JBT US            559         (6)        78
JUST ENERGY INCO      JE-U CN           535       (692)      (358)
KNOLOGY INC           KNOL US           635        (52)        25
LINEAR TECH CORP      LLTC US         1,491       (288)       995
LIONS GATE            LGF US          1,667         (8)      (819)
LOGMEIN INC           LOGM US            40          4          0
MAP PHARMACEUTIC      MAPP US            78          4         32
MAXLIFE FUND COR      MXFD US             0          0          0
MEAD JOHNSON-A        MJN US          1,707       (897)       380
MEDIACOM COMM-A       MCCC US         3,700       (463)      (281)
MEDIDATA SOLUTIO      MDSO US            72        (13)       (17)
MEDIVATION INC        MDVN US           211          0        128
MODAVOX INC           MDVX US             5          2         (1)
MOODY'S CORP          MCO US          1,802       (919)      (482)
NATIONAL CINEMED      NCMI US           604       (514)        89
NAVISTAR INTL         NAV US          9,656     (1,447)     1,784
NPS PHARM INC         NPSP US           200       (225)        87
OCH-ZIFF CAPIT-A      OZM US          1,821       (177)      N.A.
OVERSTOCK.COM         OSTK US           136         (4)        33
PALM INC              PALM US           643       (108)        11
PDL BIOPHARMA IN      PDLI US           219       (422)        79
PERMIAN BASIN         PBT US             10          0          9
PETROALGAE INC        PALG US             5        (23)        (7)
POTLATCH CORP         PCH US            917          0       N.A.
QWEST COMMUNICAT      Q US           19,711     (1,164)      (344)
REGAL ENTERTAI-A      RGC US          2,563       (246)       (78)
RENAISSANCE LEA       RLRN US            52         (3)       (11)
REVLON INC-A          REV US            784     (1,095)       103
SALLY BEAUTY HOL      SBH US          1,433       (702)       389
SANDRIDGE ENERGY      SD US           2,670       (114)       118
SEMGROUP ENERGY       SGLP US           349       (124)        23
SIGA TECH INC         SIGA US             7         (6)        (3)
SOLARWINDS INC        SWI US             91        (40)        23
SONIC CORP            SONC US           821        (43)        26
STANDARD PARKING      STAN US           231          0        (15)
SUCCESSFACTORS I      SFSF US           162         (7)         0
SUN COMMUNITIES       SUI US          1,197        (68)      N.A.
SYNERGY PHARMACE      SGYP US             0         (1)        (1)
TALBOTS INC           TLB US            999       (184)       (28)
TAUBMAN CENTERS       TCO US          2,922       (276)      N.A.
TENNECO INC           TEN US          2,742       (304)       272
THERAVANCE            THRX US           214       (144)       152
UAL CORP              UAUA US        19,100     (2,655)    (2,348)
UNITED RENTALS        URI US          3,976        (56)       266
VECTOR GROUP LTD      VGR US            683          5         44
VENOCO INC            VQ US             730       (107)        33
VERIFONE HOLDING      PAY IT            843        (14)       299
VERIFONE HOLDING      PAY US            843        (14)       299
VERIFONE HOLDING      VF2 GR            843        (14)       299
VIRGIN MOBILE-A       VM US             323       (281)      (141)
WALTER INVESTMEN      WAC US             12       (281)      (141)
WARNER MUSIC GRO      WMG US          4,256        (44)      N.A.
WEIGHT WATCHERS       WTW US          1,087       (110)      (394)
WR GRACE & CO         GRA US          3,726       (848)      (313)
ZYMOGENETICS INC      ZGEN US           279       (374)       892



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***