TCR_Public/090715.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 15, 2009, Vol. 13, No. 194

                            Headlines

ABITIBIBOWATER INC: Canada Court OKs Revised Securitization Deal
ABITIBIBOWATER INC: Courts Approves $360 Million of DIP Financing
ABITIBIBOWATER INC: Court Approves Cash Collateral Use
ABITIBIBOWATER INC: EDC Injects $42.1 Million to DIP Facility
ABITIBIBOWATER INC: Files Proposed Cross-Border Protocol

ABITIBIBOWATER INC: U.S. Court OKs Amended Receivables Agreement
ACCREDITED HOME: Can Implement Severance Policy for Employees
ALASKA LODGES: Case Summary 9 Largest Unsecured Creditors
ALLIS-CHALMERS ENERGY: S&P Raises Corporate Credit Rating to 'B-'
AMERICAN ACHIEVEMENT: Releases Fiscal Third Quarter Results

AMERICAN INT'L: Lead Bidders for AIG Investments Drop Out
AMERICAN NATURAL: Increases Offering to 66.67 Mil. Shares
AMRYEN LLC: Case Summary & 6 Largest Unsecured Creditors
ANEKONA W: Secured Lenders Consent to Commissioner's Use of Cash
ANTONELLY PENA: Case Summary 5 Largest Unsecured Creditors

APOLLO PROPERTY: Case Summary & 8 Largest Unsecured Creditors
ARDEN VAN UPP: Case Summary 1 Largest Unsecured Creditor
ASARCO LLC: Harbinger and Citigroup Favor Debtor Plan
ASARCO LLC: Court Approves Abitibi Settlement
ASARCO LLC: No Public Comment on Mineral Creek Deal With Govt.

ATLAS ENERGY: S&P Assigns 'B+' Rating on $150 Mil. Senior Notes
AURORA OIL & GAS: Seeks Court OK to Make Royalty Payments
BABCOCK QUARTER HORSES: Case Summary & 20 Largest Unsec. Creditors
BARN INC: Case Summary & 12 Largest Unsecured Creditors
BASHAS' INC: Will Shut Down 10 Stores After Filing for Bankruptcy

BASHAS' INC: Case Summary & 30 Largest Unsecured Creditors
BEARD COMPANY: Dilworth Unit Raises $5,275,000 to Fund Project
BERNARD MADOFF: Picard Taps Windels to Pursue Avoidance Actions
BERNARD MADOFF: Picard Sues HSBC, Herald Fund for $578 Million
BICENT POWER: Moody's Reviews Ba3 & B1 Lien Ratings

BISON BUILDING: Has Until August 27 to File Schedules & Statements
BLAINE HOSPITALITY LLC: Case Summary & 20 Largest Unsec. Creditors
BRENDA SERSTAD: Case Summary 20 Largest Unsecured Creditors
BRENNER ASSOCIATES: Case Summary 20 Largest Unsecured Creditors
BUILDING MATERIALS: To Assume Davis Framing Contracts

CABRINI MEDICAL: St. Vincent Wants Buildings, Awaits Creditors' OK
CAPROCK HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
CARITAS HEALTHCARE: St. Vincent Wants Cabrini Buildings
CARLOS AYALA: Case Summary & 8 Largest Unsecured Creditors
CASTLE KEY: AM Best Downgrades Allstate's FSR to 'B-'

CHARITABLE LEADERSHIP: Moody's Junks Rating on $51.7 Mil. Bonds
CHARTER COMM: Shareholder Herb Lair Sues Paul Allen
CHINA HEALTH: Net Loss Widens t $2.7-Mil. for Fiscal Year 2008
CIT GROUP: Liquidity Concerns Prompt S&P to Junk Ratings
CIT GROUP: Moody's Downgrades Senior Unsecured Rating to 'B3'

CIT GROUP: Default Poses Risks to 1,881 Rated CDOs, Says S&P
COACH AMERICA: Moody's Changes Outlook to Stable; Keeps B3 Rating
COACH AMERICA: S&P Keeps B- Corp. Credit Rating; Outlook Positive
COACHMEN INDUSTRIES: Retirement Plan Files Annual Report on 11-K
COLLEEN INC: Bankr. Court Abstains from Non-Debtor Dispute

COOPERATIVE BANKSHARES: Nasdaq to Delist Stock Effective July 20
COREL CORP: Management Eyes Prepaying Portion of Term Loan Debt
COREL CORP: Swings to $4,125,000 Net Loss in 2nd Quarter 2009
CORUS BANKSHARES: Starwood Capital to Bid on Assets, Says WSJ
COYOTES HOCKEY: Wayne Gretzky Agrees to Submit Financial Records

COYOTES HOCKEY: Court Dumps Plea to Question Jerry Reinsdorf
COYOTES HOCKEY: NHL to Testify About Bid Withdrawals
CRUCIBLE MATERIALS: To Take $2.5 Million in Employee Trust
DBSD NORTH AMERICA: Revises Plan to Address Objections
DBSI INC: Judge Walsh Slows Potential Race to the Courthouse

DEJOUR ENTERPRISES: Liquidity Risks Raise Going Concern Doubt
DELPHI CORP: Asks for Court Nod to MDL Settlement Modifications
DELPHI CORP: Enters Into Further Amendments to JPM DIP Loans
DELPHI CORP: Fiduciary Counselors Want Claims Estimated at $227MM
DELPHI CORP: Judge Gerber OKs GM Purchase of Delphi Assets

DELPHI CORP: Unions, Other Parties Object to Modified Plan
DELPHI CORP: Wants Exclusive Plan Period Extended to Sept. 30
DETROIT PUBLIC: May File for Bankruptcy to Cut Costs
DIAL-A-MATTRESS: Blames Woes on Stores & Clash in Management
DONALD BARUCH: Voluntary Chapter 11 Case Summary

DYNAMOTIVE ENERGY: Net Loss Rises to $1.6MM in First Quarter
EAGLE CREEK: Court Says No to Substantive Consolidation
EDDIE BAUER: Bidders May Include Iconix, Hilco, Gordon Bros.
EIGHTH AVENUE VENTURE: Case Summary & 19 Largest Unsec. Creditors
EPIX PHARMA: Delisting Cues End of Kingsbridge Investment Deal

EPIX PHARMA: Repurchases 3% Notes Due 2024 Held by Citi, Loomis
FINN NICKEL: Initiates Voluntary Bankruptcy Proceedings
FITNESS MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
FLEETWOOD ENTERPRISES: Has $28.9-Mil. Manufactured Housing Deal
FLEMING ISLAND MEDICAL: Case Summary & 2 Largest Unsec. Creditors

FLYING J: Merger Deal Allows Full Recovery to Creditors
FONTAINEBLEAU: Banks Slam Lawsuit, Say Debtors Breached Pacts
FONTAINEBLEAU: Court Extends Cash Collateral Use to Aug. 6
FONTAINEBLEAU: Las Vegas LLC's Schedules of Assets & Debts
FONTAINEBLEAU: Las Vegas LLC's Statement of Financial Affairs

FONTAINEBLEAU: Requests Termination of Convention Center Lease
FORUM HEALTH: Pension Plan Underfunded by $207,300,000
FRANCHI EQUIPMENT: Files for Chapter 11 Bankruptcy Protection
FRONTIER AIRLINES: Court Approves Republic-Led Auction for Biz.
FRONTIER AIRLINES: Court OKs Entry of Bombardier Plane Financing

GENERAL GROWTH: Court Directs Payments to Deutsche Bank
GENERAL GROWTH: Intends to File Schedules by August 31
GENERAL GROWTH: Proposes to Decide on All Leases by Nov. 12
GENERAL GROWTH: Wants Open Ended Deadline to Remove Civil Actions
GENERAL GROWTH: Wants Plan Filing Deadline Moved to February 2010

GENERAL MOTORS: Beijing Sees Opel as Global Stepping Stone
GENERAL MOTORS: In Talks for GM Daewoo Financing
GENERAL MOTORS: In Talks on Providing DIP Loans to Visteon
GENERAL MOTORS: No Deal Yet With eBay for New GM Auto Auctions
GENERAL MOTORS: Rejects Promotional Deals & Supply Contracts

GENERAL MOTORS: RHJ in Talks with GM Over Stake in Opel
GENERAL MOTORS: Six Directors Step Down From Old GM
GENERAL MOTORS: Toyota May Close Abandoned Joint Venture
GJ DEVELOPMENT: Case Summary & 10 Largest Unsec. Creditors
GLASS WHOLESALERS: BofA to Sell Assets at July 23 Public Auction

GOLDEN LAND: Case Summary 2 Largest Unsecured Creditors
GREDE FOUNDRIES: Conway Del Genio Staff Is CRO
GREDE FOUNDRIES: Wants More Time to File Schedules & Statements
GREEK CATHOLIC UNION: AM Best Affirms "cc" Credit Rating
HALLWOOD ENERGY: Can Use $140,000 of FEI Shale Cash Collateral

HAWAII MEDICAL: Court Denies Plea to Extend Plan Exclusivity
HAWAII SUPERFERRY: Guggenheim Wants Parent Case Dismissed
HAYES LEMMERZ: Aims to Force Purchase of Georgia Plant
HAYES LEMMERZ: Stahl Cowen Retained by Retirees' Committee
HCA INC: Files Prospectus for BofA, Merrill Sale of Securities

HEARTHSTONE - MLC: Voluntary Chapter 11 Case Summary
HEMIWEDGE INDUSTRIES: Delinquent Reporting Cues OTC Removal Notice
HOMER CITY: S&P Downgrades Rating on $237 Mil. Bonds to 'BB-'
IMAX CORP: Appoints Gary Moss as COO Effective July 20
INTERMET CORP: Court Approves Liquidation Plan, Sale to Revstone

JAMES MCREYNOLDS: Case Summary & 20 Largest Unsecured Creditors
JOHN MARTIN: Case Summary & 7 Largest Unsecured Creditors
KAREN COBB: Case Summary & 13 Largest Unsecured Creditors
KB TOYS: Toys "R" Us to Shield Intellectual Property Assets
LEHMAN BROTHERS: PwC Recovers $8.7-Bil. for U.K. Units

LJ FOOD DISTRIBUTION: Case Summary & 20 Largest Unsec. Creditors
LKQ CORP: S&P Puts 'B' Rating on New Universal Shelf Registration
M & M JEWELERS: Case Summary & 9 Largest Unsecured Creditors
MAGNACHIP SEMICONDUCTOR: Court Establishes July 29 Bar Date
MAGNACHIP SEMICONDUCTOR: July 30 Disclosure Statement Hearing Set

MAGNACHIP SEMICONDUCTOR: May Access Cash Collateral Until Sept 30
MAGNACHIP SEMICONDUCTOR: Section 341(a) Meeting Set for July 29
MAGNA ENTERTAINMENT: Wants to Sell Austria Racetrack for EUR6.5MM
MARC DREIER: Sentenced to 20 Yrs. in Prison; Must Pay $387.7MM
MERISANT WORLDWIDE: Denies Non-Compete Breach in Heartland Pact

MERRILL CORPORATION: Amendments and Waivers Cue S&P's Junk Ratings
MICROMET INC: Reinhardt Resigns as SVP and Chief Medical Officer
MORRIS PUBLISHING: Forbearance Period Extended to July 31
NATIONAL PROCESSING: Moody's Gives Neg. Outlook; Keeps 'B3' Rating
NEW ORLEANS SEWERAGE: S&P Raises Rating on Debt to 'BB'

NORWOOD PROMOTIONAL: Lenders Want Prompt Payment of $100-Mil.
OPUS WEST: Proposes Pronske & Patel as Conflicts Counsel
OPUS WEST: Hires BMC Group as Notice and Claims Agent
OPUS WEST: Taps Phoenix Capital as Chief Restructuring Officer
ORDEAN WICKA: Case Summary & 20 Largest Unsecured Creditors

PHILADELPHIA GAS: S&P Puts Rating on Gas Revenue Refunding Bonds
PHOENIX WORLDWIDE: Wants Schedules Filing Extended Until July 22
PILGRIM'S PRIDE: 135 Trade Creditors Sell $2,247,615 in Claims
PILGRIM'S PRIDE: Chicken Plants Dispute Sent to Mediation
PILGRIM'S PRIDE: Court OKs Airgas Adequate Protection Deal

PILGRIM'S PRIDE: Creditors Suit Vs. CoBank Tolled Until Aug. 3
PLIANT CORP: Wants Ruling Allowing Apollo Plan Suspended
PMT INVESTMENTS: Voluntary Chapter 11 Case Summary
PORTER HAYDEN: Asbestos Insurance Assigned to Trust
PORTRAIT CORP: Bankr. Ct. Abstains from Postconfirmation Dispute

PREFERRED INSURERS: AM Best Gives B+ for Financial Strength
PRIZE PROPERTIES: Voluntary Chapter 11 Case Summary
PROPEX INC: Court Sets July 31 Administrative Claims Bar Date
PROPEX INC: Court to Hold Hearing on Disc. Statement Today
PROPEX INC: Fabrics Estate Files 1st Amended Plan of Liquidation

QMG HOLDINGS: S&P Withdraws 'CCC+' Corporate Credit Rating
QUAIL RIDGE: Sent to Chapter 7 Bankruptcy by Four Creditors
RAAD ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
RATHGIBSON INC: Wilmington Trust Only a DIP Agent, Not Lender
REAL MEX: Moody's Changes Ratings on $130 Mil. Notes to 'B3'

REGAL CINEMAS: Fitch Assigns 'B+/RR4' Rating on $400 Mil. Notes
ROCKY MOUNTAIN: Defaults on Bond Payments; Files for Ch 11 Bankr.
ROME CORP: Debtor Has Title to Propane Tank Under Vt. UCC
ROUNDY'S SUPERMARKETS: S&P Affirms 'B' Corporate Credit Rating
ROYAL WEST: Drew Dillworth Appointed as Receiver

SAFETY-KLEEN SYSTEMS: S&P Withdraws 'BB-' Corporate Credit Rating
SCANCELLI PRINTS: Case Summary & 20 Largest Unsecured Creditors
SCOTT ROSEBERRY JEWELL: Case Summary & 20 Largest Unsec. Creditors
SENCORP: Sells Assets Quickly to Wynnchurch Capital
SERGIO GARCIA: Case Summary & 20 Largest Unsecured Creditors

SINCLAIR BROADCAST: S&P Downgrades Corporate Credit Rating to 'B-'
SOBER LIFESTYLE: Case Summary & 11 Largest Unsecured Creditors
SOUTHEAST REAL ESTATE: Case Summary & 20 Largest Unsec. Creditors
SYNCORA GUARANTEE: BCP to Waive Condition to RMBS Exchange Offer
TOUSA INC: Trial to Void Prepetition Lenders' Liens Begins

TRIBUNE CO: May Send Cubs to Chapter 11 to Complete Sale
TRONOX INC: Kendall Files Class Action Against Executives
TUSCANY RESERVE: Has $23.9-Mil. Secured Debt to Compass Bank
US SHIPPING: Reaches Pact With Creditors, Awaits Court Ruling
VALIDUS HOLDINGS: AM Best Places Ratings Under Review

VINEYARD CHRISTIAN: Can Sell MPAC to City of Malibu for $15MM
VISTEON CORP: Court Approves Rothschild as Investment Banker
VISTEON CORP: Sonwil Distribution Appeals Lease Rejection
VUANCE LTD: Fahn Kanne Raises Going Concern Doubt
WALTER INVESTMENT: Files Financial Reports to Meet NYSE Notice

WBO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
WCI COMMUNITIES: Creditors, Insurers Object to Disc. Statement
WR GRACE: Confirmation Schedule Amended Due to Objections
WR GRACE: Court Approves Venable as Counsel for GPDS Suit
WR GRACE: Gets Court Nod for Minimum Payments for Pension Plans

WR GRACE: Libby Claimants Object to Plan Confirmation
WR GRACE: Reaches Settlement with Royal & Arrowood
YOUNG BROADCASTING: 10 Stations May End Up in UBS's Arms

* Consumer Confidence Falls to Lowest Since March
* D&O Policy Doesn't Cover Suit for Creditor Benefit
* Bankruptcy Filings at Springfield District Up 20% in May 2009

* International Airplane Manufacturing Deflates, Fairtheworld Says
* Marc Sherman Joins A&M Dispute Analysis & Forensic Services

* Upcoming Meetings, Conferences and Seminars

                            *********

ABITIBIBOWATER INC: Canada Court OKs Revised Securitization Deal
----------------------------------------------------------------
The Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Canada, entered an order on June 15, 2009, approving the Amended
and Restated Receivables Purchase Agreement among (1) Abitibi-
Consolidated, Inc. and Abitibi Consolidated Sales Corporation or
"the Abitibi Group" as Originators, (2) Abitibi Consolidated U.S.
Funding Corp. and Donohue Group as Guarantors, (3) Citibank, as
Agent, and (4) Barclays Capital Inc., as Syndication Agent.

ACI and ACSC originate accounts receivables under an Amended and
Restated Receivables Purchase Agreement with ACI Funding, Eureka
Securitization, PLC, Citibank, Citibank, N.A., London Branch, as
agent.

The Amended and Restated Securitization Program was previously
approved, on a final basis, by Judge Kevin J. Carey of the United
States Bankruptcy Court for the District of Delaware on May 27,
2009.

As previously reported, the CCAA Applicants noted that the most
significant amendments to the existing Receivables Purchase
Agreement under the Amended Securitization Program include:

-- the naming of Citibank, N.A., as the successor agent;

-- the revision of the calculation of the advance rate;

-- the inclusion of covenants to require maintenance of credit
    insurance programs; and

-- the modification of certain events of termination.

In this regard, the Canadian Court held that these documents,
among other ancillary documentation, in connection with the
implementation and effectuation of the Amended Securitization
Program are "ratified and approved":

  (a) The Amended and Restated Purchase and Contribution
      Agreement among ACI and ACSC as sellers and ACI Funding as
      purchaser; and

  (b) The Guaranty and Undertaking Agreement among ACI, Citibank
      and various guarantors.

Mr. Justice Gascon has authorized ACI to perform under financing
agreements, including Undertaking Agreements, a Deposit Account
Control Agreement, a Blocked Account Agreement, a Pledged Deposit
Accounts Agreement, a Third Amended and Restated Four Party
Agreement, an Intercompany Agreement and an Accounts Receivables
Policy.

The Canadian Court has also authorized ACI to use the proceeds of
the arrangements contemplated by the Amended Securitization
Program in the operation of their business.  ACSC is directed to
pay fees and expenses of ACCC as borrower, ACI as guarantor,
other guarantors, a host of lenders and Wells Fargo Bank, N. A.,
as term agent under the Credit and Guaranty Agreement dated as of
April 1, 2008, which amounts will be set off and compensated
without regard to reciprocity or solidarity against postpetition
amounts owed by ACSC to ACI or ACCC.

Mr. Justice Clement clarified that the consummation of the
transactions contemplated by the Amended Securitization Program
does not provide a basis for substantive consolidation of the
assets and liabilities of ACI and ACSC.  ACI's transfers of
Receivables and Securities will be valid and enforceable against
all persons.

Mr. Justice Gascon held that the Ad Hoc Committee of the Senior
Secured Noteholders' objection to the approval of the Amended
Securitization Program is "insufficient and unjustified under the
circumstances."  The Ad Hoc Committee asked the Canadian Court to
rule that no payments should be made by ACI to Donohue Group for
adequate protection expenditures.

A full-text copy of the Canadian Court order approving the
Amended Securitization Program dated June 15, 2009, is available
for free at:

http://bankrupt.com/misc/ABHCCAA_June15SecuritizationORD.pdf

               CCAA Applicants Complete Amended
                    Securitization Program

AbitibiBowater Inc. related in a public statement that it has
completed an amendment and restating of its existing accounts
receivable securitization program for the Company's Abitibi-
Consolidated subsidiary.  The amended US$270 million program,
which Citibank, N.A. and Barclays Capital Inc., led as joint lead
arrangers, provides the Company with the liquidity necessary to
conduct ongoing business operations during AbitibiBowater's
restructuring and allows the previously court-authorized sale of
receivables and related rights to continue.

"Completing the amendment to this securitization program is an
important milestone as we work through the stabilization period
of the Company's restructuring process," stated David J.
Paterson, President and Chief Executive Officer.  "We appreciate
the confidence shown by our financial partners as AbitibiBowater
strives to emerge, as rapidly as possible, from the creditor
protection filings a stronger, more sustainable organization."

The Company had obtained an interim court order in the U.S. as
well as a Canadian court order authorizing Abitibi-Consolidated
to enter into an amended and restated securitization program.

AbitibiBowater produces a wide range of newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 23 pulp and paper facilities and
30 wood products facilities located in the United States, Canada,
the United Kingdom and South Korea.  Marketing its products in
more than 90 countries, the Company is also among the world's
largest recyclers of old newspapers and magazines, and has third-
party certified 100% of its managed woodlands to sustainable
forest management standards.  AbitibiBowater's shares trade over-
the-counter on the Pink Sheets and on the OTC Bulletin Board
under the stock symbol ABWTQ.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Courts Approves $360 Million of DIP Financing
-----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorized AbitibiBowater Inc. and its affiliates to
borrow and obtain extensions of credit up to $360,000,000, under a
Senior Secured Superpriority Debtor-in-Possession Credit
Agreement, dated as of April 21, 2009, with Fairfax Financial
Holdings Ltd. and Avenue Investments, L.P., as initial lenders,
and Law Debenture Trust Company of New York, as administrative and
collateral agent.

Judge Carey clarified that $154 million of the $360 million loan
may be accessed upon further approval from the Bankruptcy Court.

The Debtors may use the proceeds of the DIP Facility for (i)
working capital, (ii) other general corporate purposes, (iii)
payment of related transaction costs, fees and expenses, and (iv)
costs associated with administration of the Debtors' cases.

Judge Carey authorized the Debtors to pay all fees and expenses
required under or related to the DIP Loan Documents as they
become due, including agent fees, closing fees and exit fees, and
reasonable fees and expenses of attorneys and other
professionals.

The Debtors are authorized and directed to grant the DIP
Collateral Agent, subject to the Carve-Out, valid, enforceable
and perfected security interests in and liens on all personal,
real and mixed property of the U.S. Debtors, including (x) all
intercompany debt, (y) 100% of the capital stock held by the
Debtors in domestic subsidiaries and 65% of the capital stock
held in their foreign subsidiaries, as immediately junior to
valid, enforceable and perfected Liens upon the Cash Collateral
pursuant to Section 364(c)(3) of the Bankruptcy Code.

A full-text copy of the DIP Final Order is available for free at:

      http://bankrupt.com/misc/ABH_FinalORDDIP&CashColl.pdf

The Bankruptcy Court's Final Order is consistent with the amended
proposed order submitted by the Debtors, which provides that
under the DIP Facility:

  -- Bowater Canada Finance Corporation will not be subject to
     any liens, DIP Superpriority Claims or Adequate Protection
     Claims;

  -- the Debtors are prohibited from transferring any Cash
     Collateral to BCFC; and

  -- BCFC will be deemed excluded from the "Bowater Debtors" and
     will not be a guarantor of the DIP Obligations.

        Canadian Court Recognizes U.S. Final DIP Order

At the behest of the CCAA Applicants, Mr. Justice Gascon declared
that the final order issued by Bankruptcy Judge Carey,
authorizing the Debtors to enter into a Postpetition Credit
Agreement "is recognized and given full force and effect in all
provinces and territories of Canada" with respect to the CCAA
Applicants.

The U.S. Debtors are required to obtain the Recognition Order
from the Canadian Court giving full force and effect of the
Bankruptcy Court's Final DIP Order.  Failure to comply with such
requirement constitutes an event of default under the DIP
Facility.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Court Approves Cash Collateral Use
------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware authorized AbitibiBowater Inc. and its affiliates, on a
final basis, to use cash collateral -- including cash maintained
in deposit and securities accounts subject to prepetition control
agreements -- and other collateral that is subject to prepetition
liens under their prepetition credit facilities pursuant to
Section 363(c) and (e) of the Bankruptcy Code.

In accordance with Sections 361 and 363(e) of the Bankruptcy
Code, these Prepetition Agents under the U.S. and Canadian
Prepetition Credit Agreements are granted, for the benefit of the
Prepetition Lenders, adequate protection to the extent of
diminution in the value of their Prepetition Collateral:

  * Wachovia Bank, National Association as the Prepetition
    Agent under that Credit Agreement dated as of May 31, 2006,
    as amended, among Bowater, Bowater Alabama LLC, Bowater
    Newsprint South LLC and Bowater Newsprint South Operations
    LLC, as the guarantors and a host of lenders; and

  * The Bank of Nova Scotia as administrative agent under the
    Credit Agreement dated as of May 31, 2006, among Bowater
    Canada, as Canadian borrower, Bowater Alabama, Bowater
    Newsprint South Operations, Bowater Newsprint South LLC, and
    certain of the Canadian Guarantors, as guarantors, and a
    host of lenders.

The net cash proceeds from the disposition of Prepetition
Collateral -- other than proceeds of intercompany Claims,
proceeds of accounts receivable and from the sale or disposition
of inventory in the ordinary course and obsolete, worn-out or
surplus equipment in an aggregate amount not greater than
US$3,000,000 -- will not constitute Cash Collateral, the Court
clarified.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/ABH_FinalORDDIP&CashColl.pdf

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: EDC Injects $42.1 Million to DIP Facility
-------------------------------------------------------------
Export Development Canada (EDC) announced mid June that it
provided USD 42.1 million as part of a USD 270 million syndicated
Debtor in Possession (DIP) facility for Abitibi Consolidated Inc.
(Abitibi).

"EDC and Abitibi have a longstanding relationship, so EDC was
happy that it could help provide some much needed support at a
critical time in its restructuring efforts," said Eric Siegel,
President and CEO of EDC.

The DIP will provide Abitibi with working capital financing to
maintain on-going liquidity while under the Companies' Creditors
Arrangement Act (CCAA) and Chapter 11 in the U.S.

The transaction marks EDC's first participation in a syndicated
DIP facility.

"EDC has been a trusted partner for more than 40 years and its
support of our risk management and financing programs is very
much appreciated," said William Harvey, Senior Vice President and
Chief Financial Officer of AbitibiBowater.

EDC is Canada's export credit agency, offering innovative
commercial solutions to help Canadian exporters and investors
expand their international business.  EDC's knowledge and
partnerships are used by more than 8,300 Canadian companies and
their global customers in up to 200 markets worldwide each year.
EDC is financially self-sustaining, a recognized leader in
financial reporting and economic analysis, and has been
recognized as one of Canada's Top 100 Employers for eight
consecutive years.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Files Proposed Cross-Border Protocol
--------------------------------------------------------
To ensure that the Chapter 11 cases and the CCAA Proceedings of
AbitibiBowater Inc. and its debtor affiliates are coordinated to
avoid inconsistent or duplicative activities, all parties are
adequately informed of key issues in the Restructuring
proceedings, the substantive rights of all parties are protected,
and the judicial integrity of the Bankruptcy and Canadian Courts
are preserved, the Debtors filed an amended request for the
approval of the Cross-Border Protocol.

Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that the Protocol has been
established to harmonize and coordinate activities for the
orderly and efficient administration of the restructuring
proceedings of the Debtors in the Bankruptcy and Canadian Courts.

The Amended Cross-Border Protocol essentially provides that:

  (1) the Bankruptcy and Canadian Courts may communicate with
      one another with respect to any procedural matter relating
      to the AbitibiBowater Restructuring Proceedings;

  (2) the Courts may contact each other to determine the
      appropriate process on issues of proper jurisdiction
      raised by interested parties in either of the
      Restructuring Proceedings;

  (3) the Courts may, but are not obligated to, coordinate
      activities in the Restructuring Proceedings with respect
      to any action, lawsuit, request, application or contested
      matters that may be determined in a single Court; and

  (4) the Courts may conduct joint hearings on issues in the
      Chapter 11 or CCAA Proceedings, as may be necessary.

The Cross-Border Protocol also comes with provisions that relate
to (i) the retention and compensation of professionals, (ii)
procedures for resolving disputes, and (iii) the preservation of
rights.

The implementation of the Cross-Border Protocol does not provide
that Bankruptcy and Canadian Courts, the Debtors, any creditor
and any party-in-interest have approved or engaged in any
infringement on the sovereignty of the United States or Canada,
Mr. Greecher clarifies.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: U.S. Court OKs Amended Receivables Agreement
----------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware previously authorized AbitibiBowater, Inc.,
and its debtor affiliates to enter into the Amended and Restated
Securitization Program, a "receivables purchase facility" among
(1) Abitibi-Consolidated, Inc. and Abitibi Consolidated Sales
Corporation or "the Abitibi Group" as Originators, (2) Abitibi
Consolidated U.S. Funding Corp. and Donohue Group as Guarantors,
(3) Citibank, as Agent, and (4) Barclays Capital Inc., as
Syndication Agent.  ACI and ACSC originate accounts receivables
under an Amended and Restated Receivables Purchase Agreement with
ACI Funding, Eureka Securitization, PLC, Citibank, Citibank, N.A.,
London Branch, as agent.

Subsequently, the Court entered a final order on July 1, 2009,
approving in connection with implementation of the Amended and
Restated Securitization Program, these amended and restated
receivables agreements as of June 16, 2009:

  (1) Amended and Restated Guaranteed Receivables Purchase
      Program among ACSC and ACI as Originators, Donohue Corp.,
      as guarantors, and ACI Funding;

  (2) Amended and Restated Receivables Purchase Agreement or
      ARRPA, among ACI Funding, Eureka, Citibank, N.A.,
      Citibank, N.A., London Branch, and ACI and ACSC in their
      capacity as Subservicers and Originators;

  (3) Amended and Restated Purchase and Contribution Agreement
      or ARPCA among ACI and ACSC as Sellers and ACI Funding as
      Purchaser, through which the Originators may sell or
      contribute Receivables; and

  (4) other ancillary documentation as may be required or
      desirable in connection with the entry into, and
      implementation and effectuation of the Amended and
      Restated Receivables Purchase Program.

The Court further permitted the Parties to perform their
obligations under certain Financing Agreements under each of the
Amended and Restated Receivables Agreements, consisting of (i)
certain Undertaking Agreements, (ii) a Deposit Account Control
Agreement, (iii) a Blocked Accounts Agreement, (iv) a Pledged
Deposit Accounts Agreement, (v) a Second Amended and Restated
Four Party Agreement for Sold Accounts, (vi) an Intercompany
Agreement, (vii) Accounts Receivable Policy (Shipments) General
Terms and Conditions,  and (viii) Waiver Agreements.

The Final Order essentially covers the terms of an Interim Order
entered by Judge Carey on June 11, 2009, a full-text copy of
which is available for free at:

http://bankrupt.com/misc/ABH_June11ReceivablesInterimOrder.pdf

The Debtors filed these Amended and Restated Receivables
Agreements as supplemental exhibits to substantiate their request
for the approval of the Agreements:

  * http://bankrupt.com/misc/ABH_2ndAmendedARCPA.pdf
  * http://bankrupt.com/misc/ABH_2ndAmendedRPA.pdf
  * http://bankrupt.com/misc/ABH_Guaranty&UndertakingPact.pdf

Judge Carey also authorized the Guarantors under the Amended and
Restated Receivables Purchase Program to guarantee in full all
obligations of ACI Funding and to execute a guarantee in favor of
Citibank, N.A., London Branch, as Agent.  ACI Funding is also
authorized to pay certain fees in consideration of the services
of the Agent and the Banks and Barclays Capital, Inc., as
Syndication Agent in structuring, negotiating and syndicating the
Amended and Restated Receivables Purchase Program.

The Originators may use the proceeds of the arrangements
contemplated by the Financing Agreements in the operation of the
Debtors' businesses.

Judge Carey authorized the use of collateral, including "cash
collateral" under Section 363 of the Bankruptcy Code, which is
subject to valid and perfected liens in favor of the Wells Fargo
Bank, N.A., as successor-in-interest to Goldman Sachs Credit
Partners L.P., in its capacity as administrative agent and
collateral agent, pursuant to that certain Credit and Guaranty
Agreement dated April 2008 among ACCC as borrower, ACI and
Donohue Group as guarantors and a host of lenders.

As adequate protection, Goldman Sachs is granted replacement
liens and superpriority claims, subject to the Carve-Out, to the
extent of any postpetition diminution in the value of ACCC Term
Lenders' interest in the Prepetition Collateral.  The Debtors
forever waive and release any and all claims against Goldman
Sachs arising from or related to any acts or transactions.

In accordance with Section 364(0)(1) of the Bankruptcy Code, the
Guaranty Obligations, the Agent Obligations and the Receivables
Obligations will constitute allowed senior administrative expense
claims against each of the Guarantors with priority over any and
all administrative expenses, adequate protection claims,
diminution claims and all other claims against the Guarantors,
other than the Adequate Protection Claims of the ACCC Term
Lenders.

Neither ACI Funding, the Agent, the Syndication Agent or any bank
will be deemed to act as "responsible person" or "owner or
operator" of the Debtors' operations or management, the Court
ruled.

Any objections with respect to Interim Order that have not been
withdrawn, waived or settled, and ail reservations of rights, are
denied and overruled, Judge Carey ruled.

A full-text copy of the Receivables Final Order is available at
no charge at:

http://bankrupt.com/misc/ABH_July1ReceivablesFinalOrder.pdf

               Debtors & Term Lenders Stipulate
                     On Adequate Protection

To recall, the ACCC Term Lenders pointed out that the Debtors
have failed to establish that the requirements of Section
363(f) of the Bankruptcy Code have been met to justify sales of
Accounts Receivables, free and clear of the Term Loan Lenders'
liens and security interests.  The ACCC Term Lenders also said
the Debtors have not offered to provide "adequate protection"
sufficient to protect the Term Lenders' interests against
diminution in the value of their collateral resulting from the
use of Cash Collateral in relation to the Amended and Restated
Securitization Program.

Accordingly, to resolve the matter, the Debtors and the Term
Lenders entered into a Court-approved stipulation that provides
for these specific forms of adequate protection to the ACCC Term
Loan Agent, on its behalf and on behalf of the Term Lenders:

  (1) First Priority Liens on, and security interests in, all
      postpetition assets of the Donohue Group of the same
      nature, scope and type as the assets that comprise the
      U.S. Prepetition Collateral;

  (2) First Priority Liens on, and security interests in, all
      unencumbered assets of the Donohue Group; and

  (3) Administrative Priority Claims against the Donohue Group
      under Section 503(b) of the Bankruptcy Code, which will be
      (i) a claim equal to the amount of (x) the Prepetition
      Interest Claim plus (y) accrued Interest claim, and (ii) a
      claim equal to the amount of the Diminution Claim during
      the Adequate Protection Period.

The Donohue Group will pay all reasonable fees and expenses of
the ACCC Term Loan Administrative Agent and the ACCC Term Loan
Collateral Agent under the ACCC Term Loan.

The parties agree that the forms of Adequate Protection will be
granted to the ACCC Term Lenders for the period from and
including the Petition Date through June 1, 2009, or at a later
date on which the Securitization Program is refinanced, replaced
or refunded.

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 30 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ACCREDITED HOME: Can Implement Severance Policy for Employees
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Accredited Home Lenders Holding Co. and its affiliates permission
to implement a severance policy for employees.

Under the severance policy, no employee will receive a payment
that exceeds 10 times the amount of the average severance pay
given to the Debtors' non-management employees over the previous
calendar year.  Three officers would be eligible for a severance
payment of five months' salary if they remain with the Debtors
until the Debtors terminate their employment.

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.  The Debtors' assets range from $10 million to $50
million and its debts from $100 million to $500 million.


ALASKA LODGES: Case Summary 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alaska Lodges, Inc.
           dba Alaska's Fishing Unlimited Lodge
        3713 42nd Avenue South
        St. Petersburg, FL 33711

Bankruptcy Case No.: 09-14966

Chapter 11 Petition Date: July 13, 2009

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

Debtor's Counsel: Camille J. Iurillo, Esq.
                  Iurillo & Associates PA
                  600 First Avenue North, Suite 308
                  St. Petersburg, FL 33701
                  Tel: (727) 895-8050
                  Fax: (727) 895-8057
                  Email: ciurillo@iurillolaw.com

Total Assets: $3,146,712

Total Debts: $1,732,462

A list of the Company's 9 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/flmb09-14966.pdf

The petition was signed by Merrill F. Wood, president and director
of the Company.


ALLIS-CHALMERS ENERGY: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Allis-Chalmers Energy Inc. to 'B-' from
'SD' (selective default).  The outlook is negative.

At the same time, S&P raised the issue-level rating on Allis-
Chalmers' unsecured notes to 'B-' (the same as the corporate
credit rating) from 'D'.  S&P revised the recovery rating on this
debt to '4' from '3' indicating expectations of average (30%-50%)
recovery of principal in the event of a payment default.

"The rating actions reflect S&P's reassessment of default risk and
recovery prospects under the new capital structure," said Standard
& Poor's credit analyst Amy Eddy.  Allis-Chalmers purchased and
retired about $75 million in face value of senior unsecured debt
for cash consideration of approximately $46 million.  The 'SD'
corporate credit rating had reflected S&P's view that the exchange
was distressed with the bondholders receiving a value
significantly less than par.

The new corporate credit rating reflects decreased interest
expense due to the reduction in debt levels and the company's
enhanced liquidity profile.  However, in S&P's view the changes
are relatively minor given the company's large debt levels and S&P
remain concerned about weak industry fundamentals.  Low natural
gas prices prompted many exploration and production companies to
significantly curtail capital spending, which has caused a severe
drop-off in demand for oilfield services.  S&P expects that poor
industry conditions may exist for several quarters, resulting in
low utilization and pricing pressure that could further erode
profitability and cash flow.

Pro forma for the recent recapitalization, S&P expects Allis-
Chalmers' total funded debt to be approximately $529 million.
Standard & Poor's considers the convertible preferred stock that
Allis-Chalmers issued as part of the recapitalization to have
minimal equity content.  The instrument has some equity-like
features in that the dividends can accumulate on the preferred
shares for the first three years.  Nonetheless, the entity that
owns the preferred stock has an influential stake in the company.
S&P's concern is that as an influential stakeholder, the entity
can cause this instrument to be refinanced.

The negative outlook reflects S&P's concern that continued
weakness in core oilfield services markets over the near term
could continue to pressure Allis-Chalmers' credit quality if
industry conditions do not show signs of stabilizing (or
improving) over the second half of the year.  If liquidity
deteriorates materially from current levels or if S&P expects it
to violate its interest coverage covenant of 2x S&P could lower
the rating.  Stabilization of ratings at the current 'B-' level
would necessitate a few quarters of strengthening equipment
utilization, margins, and cash flow.


AMERICAN ACHIEVEMENT: Releases Fiscal Third Quarter Results
-----------------------------------------------------------
AAC Group Holding Corp. and American Achievement Corporation filed
with the Securities and Exchange Commission their report on Form
10-Q for the third quarter ended May 30, 2009.

American Achievement is an indirect wholly owned subsidiary of AAC
Group Holding, each of which are separate public reporting
companies.   AAC Group Holding -- or Intermediate Holdings -- is a
wholly owned subsidiary of American Achievement Group Holding
Corp. -- Parent Holdings.  On June 2, 2009, Intermediate Holdings
became a wholly owned subsidiary of American Achievement
Intermediate Holding Corp, a newly formed wholly-owned subsidiary
of Parent Holdings.

AAC Group Holding reported net income of $21,162,000 for the three
months ended May 30, 2009, compared to $19,257,000 for the three
months ended May 31, 2008.  AAC Group Holding reported net income
of $11,164,000 for the nine months ended May 30, 2009, compared to
$5,231,000 for the nine months ended May 31, 2008.

AAC Group Holding reported $462,788,000 in total assets and
$448,829,000 in total liabilities at May 30, 2009.

American Achievement reported net income of $25,242,000 for the
three months ended May 30, 2009, compared to $23,538,000 for the
three months ended May 31, 2008.  It reported net income of
$18,644,000 for the nine months ended May 30, 2009, compared to
$12,560,000 for the nine months ended May 31, 2008.

American Achievement reported $461,072,000 in total assets and
$333,556,000 in total liabilities at May 30, 2009.

American Achievement acknowledges it has a significant amount of
indebtedness.  On May 30, 2009, Intermediate Holdings had total
indebtedness of $328,400,000, of which $131,500,000 was 10.25%
senior discount notes, $150,000,000 was 8.25% senior subordinated
notes and $46,900,000 was indebtedness under the existing senior
secured credit facility.  The Company says the Second Amendment to
its Amended Senior Credit Facility modified the availability under
the existing revolving facility from $40,000,000 to $25,000,000
and extended the term through March 25, 2011.  The Company has
$23,300,000 in available revolving loan borrowings under the
Amended Senior Credit Facility as of May 30, 2009.  The Company is
currently in compliance with financial covenants in all of the
agreements governing the outstanding indebtedness.

The Company says interest accrued on the 10.25% senior discount
notes in the form of an increase in the accreted value of the
notes through October 1, 2008.  Thereafter, cash interest on the
10.25% senior discount notes accrues and is payable semiannually
in arrears on April 1 and October 1 of each year, at a rate of
10.25% per annum.  The Company says initial interest payment of
$6,700,000 was made on April 1, 2009.  This payment was funded by
AAC, and was accounted for as a capital distribution from AAC and
reflected as a reduction of AAC's additional paid-in capital.

At May 30, 2009, Parent Holdings had indebtedness in addition to
the indebtedness at Intermediate Holdings and AAC of $120,600,000,
of which $113,100,000 consisted of 12.75% Senior PIK Notes due
October 1, 2012 -- Parent Holdings Notes -- and $7,500,000
consisted of mandatory redeemable series A preferred stock of
Parent Holdings.

Interest accrues on the Parent Holdings Notes at 16.75% per annum.
Through April 2011, interest on the notes is payable in the form
of additional notes semi-annually in arrears on April 1 and
October 1 of each year.  On October 1, 2011, and thereafter,
interest will be payable in cash semi-annually in arrears April 1
and October 1 of each year.  The Parent Holdings Notes mature on
October 1, 2012.  At maturity, Parent Holdings is required to
repay the notes at a repayment price of 103.188% of the aggregate
principal amount thereof, plus accrued and unpaid interest through
the maturity date.

The holders of the mandatory redeemable series A preferred stock
of Parent Holdings are entitled to receive cumulative dividends at
a rate of 14% per annum, when, as and if declared by the board of
directors of Parent Holdings.  The redemption obligation for the
mandatory redeemable series A preferred stock of Parent Holdings
matures in January 2013.  Accumulated undeclared dividends at
May 30, 2009, totalled $4,400,000.

                        Cash Tender Offer

On June 4, 2009, Parent Holdings commenced a cash tender offer to
purchase any and all of its $110 million outstanding 12.75% senior
PIK notes at an offer price of approximately $210.11 per $1,000
per principal amount of the notes.

Payment for the notes that are purchased in the tender offer may
be partially funded with cash borrowed by AAC under the Amended
Senior Credit Facility and distributed to Parent Holdings.  The
Second Amendment to the Amended Senior Credit Facility allows AAC
to make restricted payments to Parent Holdings in an amount not to
exceed $15,000,000 for the purpose of repayment, redemption or
repurchase of indebtedness of Parent Holdings and Intermediate
Holdings.  Payment for the notes that are purchased in the tender
offer will be partially funded with proceeds of the sale of Series
A Preferred Stock of American Achievement Intermediate Holding
Corp., a newly formed subsidiary of Parent Holdings.

"We expect that cash generated from operating activities and
availability under the senior secured credit facility will be our
principal sources of liquidity.  Due to the current unfavorable
economic environment, we expect continued softness in sales for
the rest of this year and into next year.  We expect our
productivity initiatives and cost containment measures to
partially offset the impact of lower sales on our operating
income.  We expect most of our net operating loss carryforward
will be utilized by the end of fiscal year 2009, which will impact
our future cash outflows for income taxes.  Based on our current
and planned level of operations, we believe our cash flow from
operations, available cash on hand and available borrowings under
the senior secured credit facility will be adequate to meet our
liquidity needs for at least the next twelve months," the Company
says.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3f1f

                    About American Achievement

AAC Group Holding Corp., together with American Achievement
Corporation, manufactures and supplies class rings, yearbooks and
other graduation-related scholastic products for the high school,
college, junior high school and elementary school markets and of
recognition products, such as letter jackets, and affinity jewelry
designed to commemorate significant events, achievements and
affiliations.  The Company markets its products and services
primarily in the United States and operates in four reporting
segments: class rings, yearbooks, graduation products and other.
The Company's corporate office is located in Austin, Texas and its
manufacturing facilities are located in Austin, Dallas, El Paso
and Waco, Texas; Louisville, Kentucky; Manhattan, Kansas; and
Juarez, Mexico.

                           *     *     *

As reported by the Troubled Company Reporter on June 5, 2009,
Moody's Investors Service upgraded American Achievement Group
Holding Corp.'s corporate family rating to Caa1 from Caa2 and its
probability of default rating to Caa2 from Caa3.  The upgrade is
due largely to debt reduction and improved liquidity as a result
of the company's amended Credit Agreement extends the company's
revolving credit facility until March 2011 and more flexibility
under its financial covenants.  In addition, Moody's upgraded the
AAC Group Holdings senior discount notes to Caa2 from Caa3 and
American Achievement Corporation's senior subordinated notes to B2
from B3 also based on the Loss Given Default methodology and
changes to the capital structure following the repayment of
$28 million of the company's term loan.  The rating outlook is
stable.

The TCR on June 9, 2009., said Standard & Poor's Ratings Services
lowered its corporate credit rating on American Achievement to
'CC', with a negative outlook, from 'CCC+'.  At the same time, S&P
lowered the issue-level rating on ultimate parent company American
Achievement Group Holding Corp.'s 12.75% senior PIK notes to 'C'
from 'CCC-'.  S&P placed the 'B' issue-level rating for AAC's
senior secured credit facilities, the 'CCC+' issue-level rating
for the company's 8.25% senior subordinated notes, and the 'CCC-'
rating for intermediate holding company AAC Group Holding Corp.'s
10.25% senior discount notes on CreditWatch with positive
implications.  S&P's rating actions follow the company's
announcement of the cash tender offer.  S&P expects to raise these
ratings if the tender offer is successful.


AMERICAN INT'L: Lead Bidders for AIG Investments Drop Out
---------------------------------------------------------
Franklin Templeton Investments Inc. and its lead adviser in the
buyout effort, Charles E. Johnson, have withdrawn their offers for
American International Group Inc.'s asset-management unit, AIG
Investments, citing irreconcilable strategic differences within
the bidding group, Jenny Strasburg and Liam Pleven at The Wall
Street Journal report, citing people familiar with the matter.

According to WSJ, Franklin Templeton and Mr. Johnson had a two-
month negotiation with AIG before dropping out of the bidding race
for AIG Investments.  WSJ states that AIG received in March
interest from a range of bidders for AIG Investments, whose
potential price has fluctuated from $800 million to $300 million.

Sources said that Franklin Templeton's bidding partners are
currently seeking to pursue a deal without the company, and
potentially with a new partner, WSJ relates.  WSJ quoted an AIG
spokesperson as saying, "This deal remains on track and we're
quite satisfied with the progress."  According to the report, some
AIG executives said that a deal could still be possible despite
Franklin Templeton's exit, but AIG representatives also said that
the process might be reopened to other suitors.

WSJ reports that Win Neuger, AIG Investments CEO and who has
played a key role in the talks, said that he has represented
executives and investment managers on issues including keeping
workers and overall compensation and equity stakes for hundreds of
staffers.  WSJ notes that as negotiations have now failed to
produce a deal, Mr. Neuger's role in the talks raised concerns
among other unit executives.  "There were people who had raised
the question . . . whether I was trying to cut a deal for myself,
or whether the senior executive committee was trying to cut a deal
for itself," the report quoted Mr. Neuger as saying.  Mr. Neuger
said that talks involved compensation for all employees of the
business for sale, and that his role in the talks wasn't the
reason the negotiations were taking longer than expected,
according to the report.

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.


AMERICAN NATURAL: Increases Offering to 66.67 Mil. Shares
---------------------------------------------------------
American Natural Energy Corporation said on June 4, 2009, that it
intends to seek to raise additional capital, subject to TSX
Venture Exchange approval, proposed to be used to fund a
transaction with Dune Energy, Inc. and for working capital
purposes.

The Company says the offering has been amended to offer up to
66.67 million shares of ANEC's common stock at a price of US$0.03
per share.  Subscribers' subscriptions will be held by an escrow
agent pending the receipt of funds necessary to close the Dune
transaction.  The offering will terminate on July 31, 2009, unless
extended by ANEC to no later than August 31, 2009.  If completed,
such a transaction will result in dilution to the present holders
of ANEC's Common Stock.

As reported by the Troubled Company Reporter on June 11, 2009,
ANEC increased its offering to 50 million shares.

The offer and sale of the securities by ANEC to subscribers has
not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended, and the securities may not be offered or
sold in the United States absent registration under the Act or an
available exemption from the registration requirements.  The offer
and sale of its securities is intended to be made pursuant to the
exemption from the registration requirements of the U.S.
Securities Act afforded by Regulation D and in reliance upon
Regulation S under that Act and will result in the issuance of
"restricted securities" as defined in Rule 144 under the Act.
There can be no assurance that ANEC will be successful in raising
the additional capital through the sale of its Common Stock.

                   About American Natural Energy

American Natural Energy Corporation (TSX Venture:ANR.U) is a
Tulsa, Oklahoma-based company engaged in the acquisition,
development, exploitation and production of oil and natural gas.
It has operations in St. Charles Parish, Louisiana. The Company
acquired the assets and outstanding stock of Couba Operating
Company in December 2001, after Couba was forced into chapter 7
bankruptcy in March 2000.  The case was later converted to Chapter
11 and in May 2001, the Company joined with Couba in submitting to
the Bankruptcy Court a plan of reorganization whereby the Company
would acquire substantially all the assets -- consisting of
physical oil and gas facilities -- and capital stock of Couba.
The plan was finally confirmed November 16, 2001.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2009,
Malone & Bailey, PC, in Houston, Texas, the independent registered
public accounting firm of American Natural Energy Corporation
raised substantial doubt about the Company's ability to continue
as a going concern.

American Natural Energy has sustained substantial losses in 2008
and 2007, totaling approximately $61,000 and $3.2 million, and had
a working capital deficiency at December 31, 2008, of
approximately $20.3 million.  Production from the Company's
drilling program increased during 2008 compared to 2007; however,
its revenue has not been sufficient to fund operations.

As of December 31, 2008, American Natural Energy does not have any
available borrowing capacity under existing credit facilities, and
its current assets are $154,000 compared with current liabilities
of $20.4 million.  American Natural Energy's current liabilities
include approximately $10.8 million of secured indebtedness, which
was due September 2006 and is currently in default and accounts
payable, revenues payable, notes payable, and other current
obligations aggregating to approximately $9.6 million.


AMRYEN LLC: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Amryen, LLC
        P.O. Box 2624
        Orange, CA 92859

Bankruptcy Case No.: 09-22265

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

Total Assets: $26,000

Total Debts: $3,061,661

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

               http://bankrupt.com/misc/nvb09-22265.pdf

The petition was signed by Winston Lee, owner of the Company.


ANEKONA W: Secured Lenders Consent to Commissioner's Use of Cash
----------------------------------------------------------------
Secured creditors First Hawaiian Bank and Central Pacific Bank ask
the U.S. Bankruptcy Court for the District of Hawaii to authorize
Anekona W, LLC, to enter into a stipulation to:

   -- allow the commissioner, appointed prepetition as custodian
      of the Debtor's real property, to continue in possession,
      custody and control of the real property;

   -- allow the Commissioner to use cash collateral to pay
      reasonable and ordinary expenses of operating the Debtor's
      hotel business; and

   -- grant First Hawaiian Bank and Central Pacific Bank
      replacement liens and security interest against the estate's
      postpetition assets and proceeds thereof.

The secured lenders relate that as of January 22, 2009, the Debtor
was indebted to FHB $5,065,250 including accrued interest and
cost.  The FHB debt is secured by a first mortgage lien on the
real property.

They also assert that as of May 18, 2009, the Debtor was indebted
to CPB $5,225,057 including accrued interest and cost, pursuant to
the CPB Note.  The CPB Note is secured by, inter alia, a second
mortgage lien on the real property.

According to the secured lenders, as of May 18, 2009, the
outstanding balance, pursuant to the line of credit with Brian
Anderson, Trustee of the Brian A. Anderson revocable living trust
and Joan Anderson, trustee of the Joan G. Anderson revocable
living trust, was $1,147,923 including accrued interest.  The line
of credit is secured by the Anekona W Mortgage 2.

The United States Trustee for the District of Hawaii tells the
Court that the U.S. Trustee does not disagree that the state court
had the authority to appoint the Commissioner prior to bankruptcy,
however, under the Bankruptcy Code, that authority did not
supplant the jurisdiction of the bankruptcy court to direct the
appointment of a trustee in Chapter 11 cases and does not effect
the status of the Commissioner as a custodian.

                       About Anekona W, LLC

Headquartered in Kamuela, Hawaii, Anekona W, LLC, is in the
Miscellaneous Personal Services, N.E.C. industry.

The Company filed for Chapter 11 on May 27, 2009 (Bankr. D. Hawaii
Case No. 09-01181).  William H. Gilardy, Jr., AAL, ALC represents
the Debtor in their restructuring efforts.  The Debtor has assets
and debts both ranging from $10 million to $50 million.


ANTONELLY PENA: Case Summary 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Antonelly Pena
         Yvette Pena
         241 Hidden Valley Ln
         Vacaville, CA 95688

Bankruptcy Case No.: 09-34460

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtors' Counsel: Mikalah R. Liviakis, Esq.
                  1024 Iron Point Rd
                  Folsom, CA 95630
                  Tel: (916) 357-6696

Total Assets: $1,428,923

Total Debts: $1,633,491

A list of the Company's 5 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/caeb09-34460.pdf

The petition was signed by the Joint Debtors.


APOLLO PROPERTY: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Apollo Property Partners LLC
        5644 Westheimer, Suite 805
        Houston, Tx 77056

Bankruptcy Case No.: 09-35021

Chapter 11 Petition Date: July 10, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: Leonard H. Simon, Esq.
                  Pendergraft & Simon L.L.P.
                  2777 Allen Parkway, Suite 800
                  Houston, TX 77019
                  Tel: (713) 737-8207
                  Fax: (832) 202-2810
                  Email: lsimon@pendergraftsimon.com

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

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

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

               http://bankrupt.com/misc/txsb09-35021.pdf

The petition was signed by Prieur J. Leary Jr., managing member of
the Company.


ARDEN VAN UPP: Case Summary 1 Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Arden Van Upp
           aka Dee Rich
           aka Dee Elmalik
        2550 Webster Street
        San Francisco, CA 94115

Bankruptcy Case No.: 09-31932

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Mitchell R. Hadler, Esq.
                  Law Offices of Mitchell R. Hadler
                  1450 Sutter, St. #508
                  San Francisco, CA 94109
                  Tel: (415) 626-6897
                  Email: mrhadler@sbcglobal.net

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

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

The Debtor identified Peter Hadiaris, Esq. with services claim for
$20,000 as its largest unsecured creditor.

The petition was signed by Arden Van Upp.


ASARCO LLC: Harbinger and Citigroup Favor Debtor Plan
-----------------------------------------------------
Harbinger Capital Partners Master Fund I Ltd. has filed a proposed
Chapter 11 plan for Asarco LLC, which plan was among three plans
sent to creditors for voting.

Nevertheless, Harbinger and Citigroup Global Markets Inc. have
written a letter urging creditors to vote for the Company's plan,
and not to vote on parent Grupo Mexico SAB's proposed plan.

According to Harbinger, the Debtors' Plan provides for maximum
recoveries to, and expeditious and equitable treatment of, all
holders of claims, including holders of bond claims.  Harbinger
and Citigroup, which own two-thirds of Asarco's bonds and
debentures, say that the Parent Plan may be non-confirmable as it
deprives creditors of the right to collect $500 million in post-
bankruptcy interest.  The bondhoders say they proposed their own
plan just in case Asarco's plan couldn't be confirmed "for some
unforeseeable reason."

Asarco LLC, in its letter urging creditors to vote for its own
plan, promises creditors a recovery of 75% to 87% plus a realistic
possibility of being paid in full from the multi-billion dollar
judgment obtained by the Debtors against their Parent.  It notes
that, in contrast, the Parent Plan (i) offers an uncertain
prospect of collecting 95% of their claims under a plan that may
be neither confirmable nor feasible, and which caps creditor
recoveries by insisting that creditors release that multi- billion
dollar judgment against the Parent, (ii) does not provide for a
prospect that creditors may recover over $500 million in post-
petition interest.

Grupo Mexico, through affiliate ASARCO Inc., wants creditors to
vote against the two other plans.  It insists its Plan provides
for better value, as among other things, the Plan offers greater
cash consideration and distribution to creditors:

    -- The Parent Plan offers more than $1.52 billion in cash at
       close, and distributes 97% of the allowed amounts of
       general unsecured claims on the effective date.

    -- The Debtor's Plan offers only $1.1 billion upfront and
       offers 76% recovery, in cash, in a best case scenario; and

    -- The Harbinger Plan offers only $500 million upfront, and
       offers to pay 61% of the allowed amounts, in cash, on the
       effective date.

The official committee of unsecured creditors recommends that
creditors vote in favor of Asarco LLC's plan.  It says that the
Parent Plan may not be confirmable if the Parent fails to achieve
a collective bargaining agreement with unions.

The official committee of asbestos claimants in Asarco LLC's case
supports both the Parent's and the Debtors' Plans.  It opposes the
Harbinger Plan as it does not provide for a Section 524(g) trust
to compensate current and future victims of asbestos disease.

Copies of the disclosure statement explaining the three plans, as
divided into five parts, are available for free at:

    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_01.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_02.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_03.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_04.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_05.pdf

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Court Approves Abitibi Settlement
---------------------------------------------
Judge Schmidt authorized ASARCO LLC to enter into a compromise
and settlement with Abitibi-Consolidated, Incorporated, regarding
the Buchans, Newfoundland Site, pursuant to Section 363(b)(1) of
the Bankruptcy Code and Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

The Buchan Mine site, located on the island of Newfoundland in
the province of Newfoundland and Labrador, in Canada, comprises
former mining areas and offsite facilities used in a joint mining
operation between ASARCO and Abitibi, including the Botwood ship
loading facility, and any location at which hazardous substances
from the property have come to be located.  The Site was jointly
operated by ASARCO, Abitibi and their predecessors under a series
of agreements, including the "Price-ASARCO 1976 Co-Tenancy
Agreement and Schedules," from 1928 until it was closed in 1984.
Remediation of the Site is ongoing.

ASARCO and Abitibi entered into a voluntary Environmental
Compliance Schedule with the Newfoundland Department of
Environment and Lands and Environment Canada, pursuant to which
ASARCO and Abitibi agreed to, among other things, undertake
remediation, as set forth in the original schedule and all
amended and extended compliance schedules with respect to the
Site.

Progress under the ECS has been achieved, but several items still
need to be completed.  Most recently, the Town of Buchans and the
Newfoundland Department of Environment and Conservation requested
additional testing at the Site.  Abitibi asserts that the testing
lead to the discovery of new response costs and obligations not
previously required under the ECS.  Abitibi thus filed Claim No.
9312 relating to the Site in the Debtors' bankruptcy cases.  The
Claim was scheduled for hearing as part of the case management
order, establishing procedures for disallowance or estimation of
the Debtors' environmental liabilities to potentially responsible
parties.

ASARCO and Abitibi subsequently conducted negotiations regarding
the Claim and entered into mediations, ultimately arriving at a
resolution of their dispute with respect to the Site.

ASARCO and Abitibi agree that:

  (a) Abitibi will have an allowed general unsecured claim for
      $7,000,000 in settlement and full satisfaction of all
      claims and causes of action against ASARCO;

  (b) ASARCO and Abitibi covenant not to sue or assert claims or
      causes of action against each other, and provide each
      other with mutual releases; and

  (c) Abitibi releases ASARCO from all outstanding obligations
      to perform work under the Co-Tenancy Agreement and any
      other outstanding obligations with respect to the Site,
      including environmental compliance schedules and orders or
      similar documents related to the Site.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: No Public Comment on Mineral Creek Deal With Govt.
--------------------------------------------------------------
The United States of America on behalf of the United States
Department of Interior notified Judge Schmidt of the absence of
any public comment in connection with the Court-approved
compromise and settlement among ASARCO LLC, the state of Arizona
and the United States Government regarding natural resource
damage claims for Mineral Creek, the Gila River, and the San
Pedro River, in Arizona.

The United States reiterates that its Agreement with ASARCO is
fair, reasonable and lawful.  Since the Court has already
approved the Agreement, no further action is required from the
Court.

The United States of America and the state of Arizona have
alleged that ASARCO LLC is liable for natural resource damages to
Mineral Creek and the Gila River related to releases from Ray
Mine and the Hayden Facility.  Thus, the U.S. Government filed
Claim No. 10745 and Arizona filed Claim Nos. 10827 and 10830,
asserting claims against ASARCO under the Comprehensive
Environmental Response, Compensation, and Liability Act, the
Clean Water Act, and other environmental statutes for natural
resource damages and related costs for injuries to and loss of
natural resources related to the Sites and for natural resource
damage assessment costs.

The Ray Mine is a copper mining facility near Kelvin, Arizona,
which discharges into Mineral Creek, a tributary of the Gila
River.  The Hayden Facility is a smelter facility located in
Hayden Arizona along the Gila River.

Arizona, the Government, and ASARCO have been able to reach an
agreement resolving their dispute related to the natural resource
damages at the Sites.

The salient terms of the Agreement are:

  (a) The Government and Arizona will have a joint indivisible
      allowed general claim for $3,773,604;

  (b) The Government will have an additional allowed general
      unsecured claim for $226,396;

  (c) ASARCO will convey by quit claim deed to the Arizona Game
      and Fish Commission three tracts of land and any
      associated water rights.  Arizona agrees to certain
      conditions regarding any water rights that may be
      associated with the Properties;

  (d) ASARCO will have the exclusive right to conduct mitigation
      projects unrelated to the Agreement at the Properties and
      apply to the appropriate governmental agency for
      mitigation credits for a period of five years from the
      effective date of a confirmation order by the Court;

  (e) The Agreement does not address or resolve in any way any
      other claims and causes of action of the Government and
      Arizona relating to the Sites, Ray Mine, and the Hayden
      Facility; and

  (f) Arizona and the Government covenant not to sue or assert
      claims or causes of action against the Debtors for natural
      resource damages, and the parties will exchange mutual
      releases.

A full-text copy of the Settlement Agreement is available for
free at:

  http://bankrupt.com/misc/ASARCO_Settlement_NRD&Arizona.pdf

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that the Agreement resolves ASARCO's liabilities
relating to natural resource damages at the Sites, and saves
attorneys' and expert witness fees that would otherwise be
expended in prosecuting the estimation of the Claims.  He notes
that Arizona and the Government  asserted a total of $5,662,329
in claims for natural resource damages in addition to
unliquidated amounts.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATLAS ENERGY: S&P Assigns 'B+' Rating on $150 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Atlas Energy Operating Co. LLC and Atlas
Energy Finance Corp.'s proposed $150 million senior unsecured
notes.  The entities are wholly owned subsidiaries of Atlas Energy
Resources LLC (B+/Stable/--).  The issue-level rating is 'B+' (the
same as the corporate credit rating on the parent company).  S&P
assigned a recovery rating of '4', indicating average (30% to 50%)
recovery in the event of a payment default.

"S&P's recovery analysis incorporates an updated valuation of the
company's reserve base, the proposed notes offering and the
expected reduction in the company's borrowing base as a result of
the note offering," said Standard & Poor's credit analyst David
Lundberg.

The company intends to use proceeds to pay down debt outstanding
under its revolving credit facility.  As of March 31, 2009, Moon
Township, Pennsylvania-based Atlas, an independent oil and gas
exploration and production company, had $944 million in balance
sheet debt.

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

                           Ratings List

                    Atlas Energy Resources LLC

       Corporate Credit Rating                 B+/Stable/--

                         Ratings Assigned

                  Atlas Energy Operating Co. LLC
                    Atlas Energy Finance Corp.

            $150 Mil. Sr. Unsec Notes (Proposed)    B+
              Recovery Rating                       4


AURORA OIL & GAS: Seeks Court OK to Make Royalty Payments
---------------------------------------------------------
Aurora Oil & Gas Corporation and its subsidiary, Hudson Pipeline &
Processing Co., LLC, are asking the U.S. Bankruptcy Court for the
Western District of Michigan for authority to make royalty
payments and to satisfy other obligations of critical vendors.

As reported by the Troubled Company Reporter, Aurora and Hudson
sought Chapter 11 protection on July 12, 2009.

Sanford R. Edlein, the Companies' Chief Restructuring Officer and
a Managing Director with Huron Consulting Group, LLC, said, "We
hope to use Chapter 11 to facilitate a global restructuring of the
Companies' debt obligations and expect to work on a consensual
plan with the lenders to minimize our time in bankruptcy, while at
the same time exploring other potential value-maximizing
opportunities."

"Ultimately, we hope to operate in Chapter 11 in the ordinary
course as was done prior to this bankruptcy filing," he added.

The Companies will continue to operate their businesses as
"debtors-in-possession" in accordance with sections 1107 and 1108
and other applicable provisions of the Bankruptcy Code, which
require court approval of matters outside the ordinary course of
business.  No trustee, examiner, or official committee has been
appointed.

The Companies have worked diligently to facilitate a global
restructuring transaction, including entering into several
amendments and forbearance agreements 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.  The Companies have not yet been able to obtain agreement on
the terms of such a restructuring and intend to utilize the
bankruptcy process to attempt to achieve a consensual
restructuring or some other appropriate alternative.

Huron Consulting Group, LLC, continues to advise Aurora on its
restructuring efforts, focusing on cost reduction and containment
initiatives, streamlining the organization, and facilitating
communication with its lender and other creditor constituencies.

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Pink Sheets: AOGS) 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.

The Company and one affiliate filed for Chapter 11 protection on
July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255).
Judge Scott W. Dales presides over the case.  Stephen B. Grow,
Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan;
and Joel H. Levitin, Esq., and Richard A. Stieglitz Jr., at Cahill
Gordon & Reindel LLP in New York, serve as the Debtors' counsel.
Aurora listed assets and debts both ranging from $100,000,001 to
$500,000,000.


BABCOCK QUARTER HORSES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Babcock Quarter Horses, Inc.
        594 CR 131
        Gainesville, TX 76240

Case No.: 09-42232

Type of Business: The Debtor operates a ranch.

Chapter 11 Petition Date: July 13, 2009

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

Debtor's Counsel: Bill F. Payne, Esq.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  Email: lgarner@moorefirm.com

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

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

The petition was signed by Jim Babcock, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Sterling Bank                                         $720,000
17370 Preston Road
Dallas, Texas 75252

Viagen                                                $75,150

Curtis Graves                                         $45,000

Wick Phillips, LP                                     $34,324

National Reined Cow Horse                             $11,721
Association

Dell Business Credit                                  $9,245

Quarter Horse News                                    $6,398
Joseph, Mann & Creed

Kubota Credit Corporation                             $4,405

De Lage Landen                                        $4,376

Tractor Supply Co.                                    $4,116

Pronto Staffing-GVL                                   $4,040

Select Breeders Southwest                             $3,626
Inc.

North Texas Medical Center                            $2,864

Staples Credit Plan                                   $2,768

England Products                                      $2,600

Merial                                                $2,575

Spencer Tile and Marble                               $2,458

Takgear                                               $2,241

Pro Management                                        $2,198

Horse Mall USA                                        $1,990


BARN INC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: The Barn, Inc.
        305 Rothney Road
        Southern Pines, NC 28387

Bankruptcy Case No.: 09-81150

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Debtor's Counsel: Katharine McLeod, Esq.
                  Webb & Graves, PLLC
                  910 N. Sand Hills Blvd.
                  P.O. Box 1437
                  Aberdeen, NC 28315
                  Tel: (910) 944-9555
                  Fax: (910) 944-7641
                  Email: katharine.mcleod@webbandgraves.com

Total Assets: $2,350,000

Total Debts: $3,385,405

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

         http://bankrupt.com/misc/ncmb09-81150.pdf


BASHAS' INC: Will Shut Down 10 Stores After Filing for Bankruptcy
-----------------------------------------------------------------
Lynn Ducey at Phoenix Business Journal reports that Bashas' Inc.,
which has sought Chapter 11 protection due to a recession that has
hit Arizona, would close 10 stores on July 21.

Business Journal says this year has been a particularly difficult
one for Bashas', which disclosed layoffs of about 3% of its staff,
or 350 employees, in February 2009.  Business Journal relates that
Bashas' said in April 2009 that it was evaluating underperforming
stores, and officials identified these 10 stores that would be
closed:

          -- Bashas' at 1919 E. Ray Road, Chandler;

          -- Bashas' at 6085 W. Chandler Blvd., Chandler;

          -- Bashas' at 4321 E. Baseline Road, Gilbert;

          -- Bashas' at 4727 E. Bell Road, Phoenix;

          -- Bashas' at 18785 S. Interstate 19 Frontage Road,
             Green Valley;

          -- Bashas' at 687 S. Lake Powell Blvd., Page;

          -- Bashas' at 1761 E. Arizona 69, Prescott;

          -- Food City at 1648 S. 16th St., Phoenix;

          -- Food City at 4338 W. Thomas Road, Phoenix; and

          -- Food City at 4335 W. Glendale Ave., Glendale

According to Business Journal, Bashas' operations affect all
aspects of Arizona's economy, from buying local produce and food
stuffs to hiring workers and revenue that contributes to the state
and municipal taxes.  Bashas' contracts with professionals
including plumbers, electricians, and designers, says the report.

"In Arizona, economic conditions have been especially dismal and
Bashas' has not been immune to these market forces," Business
Journal quoted Bashas' President and Chief Operating Officer Mike
Proulx as saying.  According to the report, Mr. Proulx said that
the credit crisis, belt-tightening by consumers, Arizona's
economy, and an ongoing dispute with the United Commercial
Foodworkers Union have contributed to the Company's current
situation.

A spokesperson of Local 99 of the United Food and Commercial
Workers International Union said that the union is ready to
"engage in constructive dialogue" with Bashas', Business Journal
reports.

Bashas' has secured a $45 million debtor-in-possession financing
and is working with constituents towards a reorganization plan.
The Company hopes to emerge from Chapter 11 at the end of first
quarter 2010, according to its CEO.

Bashas' Inc. is a 77-year-old grocery chain in Arizona.


BASHAS' INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bashas' Inc.
           aka National Grocery
           aka Bashas Food
           aka Bashas' United Drug
           aka Food City
           aka Eddie's Country Store
           aka A,J. Fine Foods
           aka Western Produce
           aka Bashas' Distribution Center
           aka Sportsman's
           aka Bashas' Dine
        P.O. BOX 488
        Chandler, AZ 85244

Case No.: 09-16050

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bashas' Leaseco, Inc.                              09-16051
Sportsman's L.L.C.                                 09-16052

Type of Business: The Debtor operates retail grocery stores.

Chapter 11 Petition Date: July 12, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Frederick J. Petersen, Esq.
                  Mesch, Clark & Rothschild, P.C.
                  259 N. Meyer Avenue
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  Email: ecfbk@mcrazlaw.com

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

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

The petition was signed by Edward N. Basha III, the company's
vice-president.

Bashas' Inc.'s List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Cardinal Health                Merchandise trade      $2,758,378
P.O. Box 402605                  payable
Atlanta, GA 30384-2605

Phoenix Coca-Cola Bottling     Merchandise trade      $2,560,560
2200 6th Ave                   payable
Seattle, WA 98121

Frito Lay Inc.                 Merchandise trade     $1,188,134
P.O. Box 643104                  payable
Pittsburgh, PA 15264-3104

Shamrock Foods                 Merchandise trade      $1,068,196
P.O. Box 52420                   payable
Phoenix, AZ 85072-2420

Kalil Bottling Co.             Merchandise trade      $1,035,068
P.O. Box 26888                   payable
Tucson, AZ 85726-6888

Pepsi Cola - Phoenix           Merchandise trade      $1,007,583
P.O. Box 1076                    payable
Safford, AZ 85548

Source Interlink Dist LLC      Merchandise trade      $659,738
75 Remittance DR               payable
Chicago, IL 60675-6427

Swire Coca-Cola USA            Merchandise trade      $588,916
P.O. Box 1440                    payable
Draper, UT 84020

Holsum Bakery Inc.             Merchandise trade      $538,613
P.O. Box 842176                  payable
Dallas, TX 75284-2176

Kellogg Sales Co.              Merchandise trade      $501,997
P.O. Box 100918                  payable
Pasadena, CA 91189-0918

Southern Wine & Spirits        Merchandise trade      $454,835
of Ari                         payable
2375 S 45th Ave.
Phoenix, AZ 85043

General Mills Finance          Merchandise trade      $453,725
Inc 2/16                       payable
P.O. Box 120845
Dallas, TX 75312-0845

Mission Foods                  Merchandise trade      $436,988
P.O. Box 843777                  payable
Dallas, TX 75284-3777

Kraft Foods Inc 2/13           Merchandise trade      $381,868
Bank One                       payable
Pasadena, CA 91189-0139

Alliance Bev/Canyon DIV        Merchandise trade      $357,006
Alliance Beverage Dist         payable
Co. LLC
Phoenix, AZ 85005-6066

Ocotillo Wholesale             Merchandise trade      $356,365
c/o Bashas' Inc.               payable
Chandler, AZ 85248

Coliman Pacific Corp           Merchandise trade      $343,971
Garcia                         payable
P.O. Box 13727
Tempe, AZ 85284

United Natural Foods           Merchandise trade      $333,042
West Inc.                      payable
File 30362 P.O. Box 60000
San Francisco, CA 94160

Nabisco Biscuit Co.            Merchandise trade      $324,861
P.O. Box 100223                  payable
Pasadena, CA 91189-0223

DLJ Produce Inc.               Merchandise trade      $319,164
P.O. Box 2398                    payable
West Covina, CA 91793

Oroweat Foods Co.              Merchandise trade      $316,987
ATTN: Marta Champion           payable
Fort Worth, TX 76134

Hickmans Egg Ranch             Merchandise trade       $314,590
Crystal Saxton                 payable
817 E Indian School
Phoenix, AZ 85014

Abbot Nutrition                Merchandise trade      $313,514
75 Remittance Dr               payable
Ste 1310
Chicago, IL 60675-1310

Southwind Foods LLC            Merchandise trade      $311,686
4735 Columbus Ave              payable
Bellingham, WA 98229

Blazer Wilkinson LLC           Merchandise trade      $306,495
P.O. Box 7428                    payable
Spreckels, CA 93962-7428

Nestle USA Inc 2/15            Merchandise trade      $303,318
P.O. Box 841933                  payable
Dallas, TX 75284-1933

Sarah Farms                    Merchandise trade      $301,320
2751 E Palo Verde              payable
Yuma, AZ 85365

Pepsi Cola Bottling            Merchandise trade      $301,244
4980 Railhead Ave              payable
Flagstaff, AZ 86004

Conagra Foods Sales Inc        Merchandise trade      $301,005
P.O. Box 409232                  payable
Atlanta, GA 30384-9232

Georgia-Pacific Corp           Merchandise trade      $287,990
P.O. Box 281523                  payable
Atlanta, GA 30384-1523


BEARD COMPANY: Dilworth Unit Raises $5,275,000 to Fund Project
--------------------------------------------------------------
The Beard Company said its subsidiary, Beard Dilworth, LLC, has
raised the additional $5,275,000 needed to fund the development of
the Dilworth Field in Kay County, Oklahoma.

BDLLC announced the purchase of the Dilworth Field on April 20,
2009.  The properties purchased are situated in Sections 17, 18,
and 20, Township 28 North, Range 1 East in Kay County, Oklahoma.
The new funding increases the amount raised by BDLLC to fund the
purchase and development of the Dilworth Field to a total of
$7,000,000.  The development funding is being provided by RSE
Energy, LLC (80%), True Energy Exploration, LLC (10%) and Royal
Energy, LLC (10%), which will own their respective interests in
the project directly rather than as partners in BDLLC.

It has been estimated that the Dilworth Field has produced more
than 70 million barrels of oil since the discovery well was
completed in 1911.  The secondary recovery project that BDLLC will
pursue under its contemplated development program is estimated to
have a production potential of several million barrels of oil
field-wide.

The investors in BDLLC, who put up $1,725,000 to fund the
purchase, and the new investor group that is putting up $5,275,000
to fund the development, will each receive a 3.5-to-1 return
before payout.  After payout of the $24,500,000, BDLLC will own
9.86% of the Field, the new investor group will own 30.14%, The
Beard Company will back in for 10%, and Subsurface Minerals Group
LLC, the former owner (which has approximately $10,000,000
invested in the Field), will back in for a 50% interest.

The Company will actually own a 10% interest BPO by virtue of its
$700,000 investment in BDLLC, and 14% APO as a result of its 10%
back-in plus its 4% APO interest in BDLLC.

Under the contemplated development program, BDLLC intends to drill
four additional production wells and three additional disposal
wells to complete the secondary recovery phase of the project.

If, as anticipated, BDLLC achieves or exceeds its targeted
injection and recovery rates, it estimates that the $24,500,000
payout will occur during 2010, based upon an oil price of
approximately $50 per barrel.

"As we stated when we announced the original purchase, both Bill
Beard and I believe that the Dilworth Field represents the best,
and has the most upside potential relative to the investment
required, of any oil deal we've ever seen," stated Herb Mee, Jr.,
President of The Beard Company. "We are tremendously excited about
the future potential of the Field, which we believe will play a
key role in the turnaround currently underway at the Company.
Dilworth should serve as a fitting companion to the potential we
believe exists in our Geohedral investment."

                      About The Beard Company

Based in Oklahoma City, Oklahoma, The Beard Company (OTCBB: BRCO)
creates, acquires, or invests in businesses that management
believes have high growth or above-average profit potential and
can enhance shareholder value.  The Company will from now on be
involved in oil and gas activities; coal reclamation activities;
and minerals exploration and development through its Geohedral
investment.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2008,
Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended December 31, 2007, and 2006.  Cole & Reed pointed
to the company's recurring losses and negative cash flows from
operations.

The Beard Company's consolidated balance sheet at March 31, 2009,
showed $1,672,000 in total assets; $2,102,000 in total current
liabilities, $420,000 in long-term debt, $2,250,000 in long-term
debt for related entities, and $169,000 in other long-term
liabilities.


BERNARD MADOFF: Picard Taps Windels to Pursue Avoidance Actions
---------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of the business
of Bernard L. Madoff Investment Securities LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain Windels Marx Lane & Mittendorf, LLP, as
special counsel, nunc pro tunc to June 9, 2009.

On April 21, 2009, the U.S. Trustee appointed Alan Nisselson as
interim trustee for the Chapter 7 case of Bernard L. Madoff.
Blumenthal & Associates Florida General Partnership, Martin
Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc
Cherno and Steven Morganstern, through their attorneys, Milberg
LLP, had filed an involuntary petition for relief under Chapter 7
against Madoff.  On June 9, the Bankruptcy Court entered an order
approving the consolidation of the Madoff estates.

Immediately upon the Chapter 7 trustee's appointment, Windels Marx
began to analyze Mr. Madoff's financial affairs and assets and to
review the status of various legal proceedings involving Mr.
Madoff.

Windels Marx, has, among other things, agreed to (i) bring actions
including, without limitation, Chapter 5 avoidance actions, with
respect to potential assets of Mr. Madoff, (ii) liquidate any
assets of Mr. Madoff, including but not limited to, any assets
turned over to the consolidated estate that may be forfeited by
the United States, and (iii) pursue litigation to recover all
assets of Mr. Madoff.

Windels Marx will be compensated at its normal hourly rates, less
a 10% discount:

         Level of Experience           Discounted Rates
         -------------------           ----------------
         Alan Nisselson (Partner)               $510
         Howard L. Simon (Partner)              $445
         Regina Griffin (Special Counsel)       $390
         Les Barr (Special Counsel)             $390
         Kim Longo (Senior Associate)           $315
         Junior to Midlevel Associates        $210-245
         Senior Paralegal                       $210
         Junior Paralegal                       $140

The firm may be reached at:

     Windels Marx
     156 West 56th Street
     New York, NY 10019

                       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.


BERNARD MADOFF: Picard Sues HSBC, Herald Fund for $578 Million
--------------------------------------------------------------
Irving H. Picard, the trustee for the liquidation of the business
of Bernard L. Madoff Investment Securities LLC, has filed before
the U.S. Bankruptcy Court for the Southern District of New York a
complaint against HSBC Holdings Plc and a Cayman Islands-based
hedge fund Herald Fund SPC.

According to Mr. Picard, Herald Fund knew or should have known
that Madoff's investment advisory business was predicated on
fraud. Hedge funds and funds of funds like Herald Fund were
sophisticated investors that accepted fees from their customers
based on purported assets under management or stock performance in
consideration for the diligence they were expected to exercise in
selecting and monitoring investment managers like Madoff.  Herald
Fund failed to exercise reasonable due diligence of BLMIS and its
auditors in connection with the Ponzi scheme, Marc E. Hirschfield,
Esq., at Baker & Hostetler LLP, in New York, asserts.

On October 2, 2008, BLMIS wired $113,000,000 from the BLMIS Bank
Account to HSBC. On or about November 4, 2008, BLMIS wired another
$423,000,000 from the BLMIS Bank Account to HSBC. Additionally,
during the months of September, October and November 2008, BLMIS
withdrew funds from the Herald Fund Account on 40 occasions and
made tax payments to the appropriate tax authorities on behalf of
Herald Fund totaling $1,487,933. Together, these 42 transfers, all
of which were apparently done for the benefit of Herald Fund,
totaled $537,487,933 and took place within 90 days of the Filing
Date.  According to Mr. Hirschfield, the 90-Day Transfers are
avoidable and recoverable under sections 547, 550(a)(1) and 551 of
the Bankruptcy Code and applicable provisions of SIPA,
particularly 15 U.S.C. Sec.8fff-2(c)(3).

On January 9, 2008, BLMIS wired $20,000,000 from the BLMIS Bank
Account to HSBC. Additionally, between December 2006 and August
2008, BLMIS withdrew funds from the Herald Fund Account on 214
occasions to make tax payments to the appropriate tax authorities
on behalf of Herald Fund totaling $5,823,339.  These transfers,
combined with the 90-Day Transfers, all of which were apparently
done for the benefit of Herald Fund, totaled $563,311,273 and took
place within two years of the Filing Date. According to Mr.
Hirschfield, the Two-Year Transfers are avoidable and recoverable
under Sections 548(a), 550(a)(1) and 551 of the Bankruptcy Code
and applicable provisions of SIPA, particularly 15 U.S.C. Sec.
78fff-2(c)(3).

On September 9, 2004, BLMIS wired $11,800,000 from the BLMIS Bank
Account to HSBC. Additionally, between June 2004 and December
2006, BLMIS withdrew funds from the Herald Fund Account on 278
occasions to make tax payments to the appropriate tax authorities
on behalf of Herald Fund totaling $2,922,574. These transfers,
combined with the 90-Day and Two-Year Transfers, all of which were
apparently done for the benefit of Herald Fund, totaled
$578,033,847 and were made during the six years prior to the
Filing Date. According to Mr. Hirschfield, the Six-Year Transfers
are avoidable and recoverable under sections 544, 550(a)(1) and
551 of the Bankruptcy Code, applicable provisions of SIPA,
particularly 15 U.S.C. Sec. 78fff-2(c)(3), and applicable
provisions of N.Y. Debt. & Cred. Sec. 273-276.

                    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.


BICENT POWER: Moody's Reviews Ba3 & B1 Lien Ratings
---------------------------------------------------
Moody's Investors Service has placed the Ba3 first lien and B1
second lien ratings of Bicent Power LLC under review for possible
downgrade.  The review will consider the degree to which
refinancing risk has increased as a result of the project's
financial underperformance to-date and the likelihood that the
project may continue to underperform going forward.

In 2008, fully consolidated debt service coverage (including
project debt at Hartwell and the commodity swap embedded loan) was
just 1.07x, well below the initial forecast of 1.38x.  Performance
also fell short of expectations in the second half of 2007, when
coverage was just 1.00x compared to a forecast of 1.19x.  While
coverage is expected to improve to 1.58x in 2009, it will still be
far short of management's initial base case forecast of 2.24x.
Furthermore, the improvement in 2009 is primarily attributable to
the expected receipt of a significant one-time bonus payment for
the completion by Colorado Energy Management, a Bicent subsidiary
that provides power plant EPC contractor service, of a gas-fired
generation unit it constructed for a third party.  Largely due to
this underperformance, Moody's now expects that Bicent will have
repaid $40 million less debt by the end of 2009 than was
anticipated at the time of the sale of one of Bicent's assets, the
Mountainview wind farm, in early 2008.  This will result in a
first lien debt balance of $169 million, 30% more than previously
anticipated, and will have an ongoing impact on Bicent's financial
metrics due to the terms of repayment, which are based upon a cash
sweep.

The review will also consider whether the current one notch
distinction between the first and second lien debt remains
appropriate or whether wider notching is merited in light of the
increased refinancing risk.  In the event of a failed refinancing,
any resulting losses may disproportionately affect the second lien
debt.  Lastly, the review will take into account the impact that
Bicent's upcoming sale of its 50% interest in the Hartwell gas-
fired generating facility may have on its business risk profile.
Based on Moody's understanding of the proposed terms the sale, it
will result in a meaningful reduction in debt/kw.  However, the
affect on Bicent's other financial metrics is expected to be
mixed.  Furthermore, the sale will reduce the asset
diversification that has been an important credit strength of the
company in Moody's opinion.

The last rating action on the company's debt occurred on July 9,
2007 when definitive ratings of Ba3 and B1 were assigned to its
first and second lien credit facilities respectively.

Bicent Power LLC is an independent power generation company
headquartered in Easton, MD.  It is owned by Beowulf Energy LLC
and Natural Gas Partners.  Bicent owns a portfolio of five
electric power generating facilities with an aggregate capacity of
536 MW consisting of a 120 MW coal unit located in Montana
(Hardin), three gas-fired combustion turbines in Colorado and one
in California, and a 50% interest in a CT in Georgia.  Bicent also
owns Colorado Energy Management, a provider of power plant EPC,
refurbishment, and O&M services.


BISON BUILDING: Has Until August 27 to File Schedules & Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended until Aug. 27, 2009, Bison Building Holdings, Inc., and
its debtor-affiliates' time to file its schedules and statements
of financial affairs.

Houston, Texas-based Bison Building Holdings, Inc., and its
affiliates filed for Chapter 11 on June 28, 2009 (Bankr. S.D. Tex.
Case No. 09-34452).  David Ronald Jones, Esq., at Porter & Hedges,
L.L.P., represents the Debtors.  At the time of the filing, the
Company said it had assets and debts of $50 million to
$100 million.


BLAINE HOSPITALITY LLC: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Blaine Hospitality, LLC
        10580 Baltimore Street NE
        Minneapolis, MN 55449

Bankruptcy Case No.: 09-44554

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Joseph W. Dicker, Esq.
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  Email: joe@joedickerlaw.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/mnb09-44554.pdf

The petition was signed by William Folkerts, chief governor of the
Company.


BRENDA SERSTAD: Case Summary 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brenda L. Serstad
        N8331 Bulgrin Road
        Portage, WI 53901-9402

Bankruptcy Case No.: 09-14595

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin, http://www.wiw.uscourts.gov
       (Madison)

Judge: Chief Judge Robert D. Martin

Debtor's Counsel: Eric R. Preu, Esq.
                  15 N. Pinckney St., Ste 200
                  P.O. Box 828
                  Madison, WI 53703
                  Tel: (608) 258-8555
                  Email: epreu@ks-lawfirm.com

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

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

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

          http://bankrupt.com/misc/wiwb09-14595.pdf

The petition was signed by Ms. Serstad.


BRENNER ASSOCIATES: Case Summary 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brenner Associates, Inc.
           dba National Marketing Services
        300 Atrium Drive, Floor 3
        Somerset, NJ 08873

Bankruptcy Case No.: 09-27870

Chapter 11 Petition Date: July 10, 2009

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

Debtor's Counsel: Stephen V. Falanga, Esq.
                  Connell Foley LLP
                  85 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 535-0500
                  Fax: (973) 535-9217
                  Email: sfalanga@connellfoley.com

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

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

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

             http://bankrupt.com/misc/njb09-27870.pdf

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


BUILDING MATERIALS: To Assume Davis Framing Contracts
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Building Materials
Holding Corp. is seeking approval from the U.S. Bankruptcy Court
for the District of Delaware to ratify agreements made in 2006
along with the purchase of a California framing business from
brothers Randolph and George Davis.  The 2006 agreements call for
contingent payments depending on the profitability of the Davis
business. The contingent payment was $3 million last year and
could be roughly the same this year. In return, the Davis brothers
agreed to continue working for the business and not compete.

BMHC, Bloomberg relates, said the Davis framing business is
"highly profitable."  To ensure that the Davis brothers don't quit
and go into competition, BMHC wants court authority to make the
contingent payment and assume the obligations of performing the
2006 purchase agreement.

The Court will convene a hearing to consider approval of the
reuest on July 29.

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci, at Peter J. Solomon Company, serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


CABRINI MEDICAL: St. Vincent Wants Buildings, Awaits Creditors' OK
------------------------------------------------------------------
Saint Vincent Catholic Medical Centers wants to move certain
services to Cabrini Medical Center.  The services SVCMC wants to
move to CMC including inpatient psychiatry, Crain's New York
Business reported.

Crain's relates that Saint Vincent COO Arthur Webb is hopeful that
the hospital will secure approval from Cabrini's secured and
unsecured creditors to buy or lease several of its buildings.  The
report says that Saint Vincent's proposal will be weighed against
a possible open auction for the properties.

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

The Company filed for Chapter 11 bankruptcy protection on July 9,
2009 (Bankr. S.D. N.Y. Case No. 09-14398).  Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.


CAPROCK HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Houston-based satellite communications
provider CapRock Holdings Inc.  At the same time, S&P revised its
recovery ratings on the $187.5 million senior secured first-lien
credit facility at CapRock's wholly owned subsidiary, CapRock
Communications Inc., to '3' from '4'.  The issue-level rating on
the credit facility remains at 'B', the same level as the
corporate credit rating.  The '3' recovery rating indicates
expectations for meaningful (50%-70%) recovery in the event of a
payment default.  The improvement in the first-lien recovery
rating reflects prospects for greater value for the company in a
reorganization.

In addition, S&P affirmed the 'CCC+' issue-level rating (two
notches below the corporate credit rating) and '6' recovery rating
on the company's $65 million second-lien term loan facility.  The
'6' recovery rating indicates expectations for negligible (0%-10%)
recovery in the event of a payment default.

"The ratings on CapRock reflect its highly leveraged financial
profile and weak business profile, resulting, in part, from
increased uncertainty in its indirect government services business
segment," said Standard & Poor's credit analyst Naveen Sarma, "and
its limited size and scale which provides minimal capacity for
operational missteps."  Tempering factors include the company's
focus on a high-end niche market, with significant
customer-switching costs and strong growth in its energy business
segment.  Debt outstanding as of March 31, 2009, totaled
approximately $227 million.


CARITAS HEALTHCARE: St. Vincent Wants Cabrini Buildings
-------------------------------------------------------
Crain's New York Business reports that Saint Vincent Catholic
Medical Centers wanted to move certain services, such as inpatient
psychiatry, to Cabrini Medical Center.

According to Crain's, Saint Vincent's chief operating officer
Arthur Webb is hopeful that the hostpital will secure approval
from Cabrini's secured and unsecured creditors to buy or lease
several of its buildings.  The report says that Saint Vincent's
proposal will be weighed against a possible open auction for the
properties.

Crain's relates that Saint Vincent and NYU Langone are awaiting
the state's reply on their joint request for $25 million.  Saint
Vincent is seeking "resources to make sure we are able to pursue a
viable, creditworthy proposal to the Sisters" that also appeals to
fellow creditors and "I remain optimistic, even in these critical
times, that we can put together a proposal that will win the day,"
Crain's quoted Mr. Webb as saying.

Citing Mr. Webb, Crain's reports that Saint Vincent has two
mortgages from Sun Life Assurance Company of Canada, Cabrini's
largest secured creditor.  According to the report, Mr. Webb said
that Saint Vincent has enjoyed a "good relationship for a number
of years" with the company, which may help smooth acceptance for
its proposal.

                  About Caritas Health Care Inc.

Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for Chapter
11 on February 6, 2009 (Bankr. E.D. N.Y., Lead Case No. 09-40901).
Adam T. Berkowitz, Esq., at Proskauer Rose LLP, has been tapped as
counsel.  JL Consulting LLC is the Debtors' restructuring
advisors.  Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City.  The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Debtors filed their Chapter 11 plan of
reorganization and a disclosure statement explaining that Plan on
February 9, 2007.  On June 1, 2007, the Debtors filed an Amended
Plan & Disclosure Statement.

(Saint Vincent Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CARLOS AYALA: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Carlos Ayala
         Elsa Ayala
         3817 Saint Nichalos
         Modesto, CA 95356

Bankruptcy Case No.: 09-22209

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Randolph Goldberg, Esq.
                  4000 S Eastern Ave #200
                  Las VegaS, NV 89119
                  Tel: (702) 735-1500
                  Email: randolphgoldberg@yahoo.com

Total Assets: $1,444,394

Total Debts: $1,498,692

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nvb09-22209.pdf

The petition was signed by the Joint Debtors.


CASTLE KEY: AM Best Downgrades Allstate's FSR to 'B-'
-----------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B- (Fair) from B+ (Good) and issuer credit ratings (ICR) to
"bb-" from "bbb-" of Castle Key Group (Castle Key) and its
members, formerly known as Allstate Floridian Insurance Group
(headquartered in St. Petersburg, FL).  The outlook for all
ratings is negative.

The rating downgrades and negative outlook are based on Castle
Key's continued deterioration in risk-adjusted capitalization,
particularly as measured by A.M. Best on a catastrophe stress
tested basis.

As the group is the dedicated Florida property writer for its
parent company, Allstate Insurance Company (Allstate) (Northbrook,
IL), Castle Key continues to maintain significant exposure to
hurricanes and is susceptible to market dislocations and
regulatory changes.  The ratings also reflect the group's
continued unprofitable operating performance.  Although Castle Key
is separately capitalized and is not reinsured by Allstate, the
ratings recognize the historical financial and operational support
provided by Allstate.  Despite the recent re-branding from
Allstate Floridian Insurance Group to Castle Key, A.M. Best
expects that parental support regarding the claims paying ability
of Castle Key commensurate with the revised ratings will be
maintained in the event of frequent and/or severe hurricane
activity.  To the extent such parental support is not provided, it
would be necessary for A.M. Best to re-evaluate the ratings of
Castle Key and potentially the current FSR of A+ (Superior) and
ICRs of "aa-" of Allstate and all of the remaining Allstate
Insurance Group member companies.

The FSR has been downgraded to B- (Fair) from B+ (Good) and the
ICRs to "bb-" from "bbb-" of Castle Key Group and its following
members:

-- Castle Key Insurance Company (formerly Allstate Floridian
   Insurance Company)

-- Castle Key Indemnity Company (formerly Allstate Floridian
   Indemnity Company)

-- Encompass Floridian Insurance Company

-- Encompass Floridian Indemnity Company

                      About Castle Key Group

Castle Key Group, formerly known as Allstate Floridian Insurance
Co., is the subsidiary of Allstate Insurance Co. that handles
property insurance policies in Florida.


CHARITABLE LEADERSHIP: Moody's Junks Rating on $51.7 Mil. Bonds
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating to Caa1 from
B3 on Charitable Leadership Foundation's $51.7 million of Series
2002A bonds (Center for Medical Science Project) which were issued
through the City of Albany Industrial Development Agency.  The
rating has been removed from watchlist.  The outlook is stable at
the lower rating level.

Bond proceeds were used to construct a biomedical research
facility in the University Heights district of Albany, with
Charitable Leadership Foundation ultimately providing a guaranty
of debt service payments.  The Center for Medical Science is a New
York state not-for-profit corporation, which was formed by CLF to
own and operate the bond-financed research facility.

The rating action reflects Moody's concerns about the precipitous
decline in CLF's levels of cash and publicly traded marketable
securities and the resulting deterioration in the strength of the
Foundation's guaranty agreement, and ongoing concerns about the
financial health of one of the main building tenants, whose lease
payments cover close to half of debt service annually.

Although the Foundation's guaranty and past large portfolio of
marketable assets were originally the key factors in assignment of
the rating on the bonds, the rating now relies mainly on the
expected continued receipt of lease payments from tenants in the
facility.  The Foundation's financial strength has diminished
dramatically and is no longer a key credit factor.

Legal Security: Obligations under the Installment Sale Agreement
are a general obligation of the Foundation; debt service reserve
fund ($5.646 million Citigroup Guaranteed Investment Contract);
mortgage lien on the leasehold interest in facility and a security
interest in the equipment; pursuant to the Assignment of Rents,
the Foundation and the Issuer (City of Albany IDA) pledge and
assign to the Trustee all right, title, and interest to all
Leases.  Although the expectation is that lease payments from
building tenants will adequately cover debt service, the
Foundation also entered into a Guaranty Agreement with the
Trustee.  Under this agreement, which is unconditional and remains
in effect for the life of the bonds, the Foundation guarantees
debt service on the bonds.  The lease payments made by tenants
inhabiting the research facility do not flow through the
Foundation's audited financial statements.  Rather, the lease
payments and the offsetting debt service payments on the bonds are
captured within the audit of the Center for Medical Science.

Debt-Related Derivatives: none

Credit Challenges:

* Extremely thin levels of cash and marketable securities at CLF,
  resulting in significantly diminished strength of the guaranty
  provided by CLF.  By Moody's calculation, the Foundation's total
  financial resource base declined from nearly $50 million in FY
  2006 (following receipt of a large unrestricted trust gift) to
  $28.7 million as of 12/31/08, representing a 43% decline in a
  two year timeframe.  Further, the Foundation's levels of
  program-related investments and loans to other not-for-profit
  organizations grew to nearly $23 million in FY 2008.  By CLF's
  management's reporting (unaudited), the Foundation's liquid
  investments (including cash, cash equivalents, and publicly
  traded debt and equity securities) totaled approximately
  $145,000 as of July 7, 2009.

* Growing liabilities of the Foundation, including contingent
  liabilities and loans payable.  As of July 2009, CLF's
  management reports that it owes close to $2.6 million in loans
  payable to two not-for-profit organizations (funds borrowed for
  cash flow purposes).  Further, although CLF sold shares of
  preferred stock in 2008, the purchaser of the stock has the
  option of canceling the sale and requiring repayment of nearly
  $500,000 back from CLF through December 31, 2009.

* Weak financial position of Ordway Research Institute, Inc., a
  tenant in the Center for Medical Science building, which makes
  lease payments covering nearly half of the annual debt service
  payments.  Ordway is a not-for-profit research organization
  which was created by Charitable Leadership Foundation and has
  received significant start-up funding from CLF over the years.
  Ordway has focused on diversification of its grant and gift
  funding and CLF management reports that it has not provided
  funding to CLF during the past 6 months.  As of 6/30/08, Ordway
  had negative unrestricted net assets, and Moody's believes that
  Ordway's financial resource base is very thin with little margin
  for error.  Further, Ordway's management reports plans to
  increase its debt levels, including use of a bank loan and
  equipment leases, over the next few months in order to renovate
  research facilities for a newly recruited researcher.

* Moody's believes that the financial covenant within the guaranty
  agreement that the Foundation maintain at least 90% of its
  unrestricted net assets in Liquid Assets has not been met for
  years.  By Moody's calculation, as of 12/31/08, CLF had $1.1
  million of cash, cash equivalents, and publicly traded equities
  compared to approximately $26 million of unrestricted net
  assets, less appreciation on assets which are not Liquid Assets
   (Moody's calculates the covenant at 4%).  However, CLF has
  interpreted the Guaranty Agreement covenant calculation
  differently from Moody's, including debt service reserve funds
  and debt service funds captured in the audit of the Center for
  Medical Science as Liquid Assets.  Further, CLF includes
  approximately $4.3 million of loans receivable as Liquid Assets,
  and uses an alternative calculation of net assets (rather than
  the audited net assets amount).  CLF's calculates this covenant
  to be 81% as of 12/31/08 (still below the 90% covenant
  requirement).  Per the Guaranty Agreement, breach of this
  particular covenant beyond a 90-day cure period would allow for
  acceleration of the bonds at request of 75% of the Bondholders.

* The Charitable Leadership Foundation, which was established in
  1999, has a relatively short operating history and small
  management team and is largely governed by a single member of
  the Foundation's establishing family.  Unlike almost all
  Moody's-rated not-for-profit organizations, the Foundation does
  not have a self-perpetuating Board of Trustees overseeing the
  organization's financial operations and preservation of
  financial resources.

Credit Strengths:

* The bonds are secured by a debt service reserve fund, which is
  funded with a $5.6 million guaranteed investment contract.
  CLF's management reports that the full debt service payment was
  made on July 1, 2009, with the next debt service payment
  scheduled for January 1, 2010.

* In addition to Ordway, another major tenant within the research
  facility is Health Research Inc., a not-for-profit which
  administers research grants for the New York State Department of
  Health.  The Wadsworth Center, a large state department of
  health laboratory, occupies the space leased by HRI.  The
  original term of this lease was for 16 years (compared to the
  bonds which mature in 2027).  HRI's lease payments cover
  approximately 47% of debt service.

                             Outlook

The negative outlook primarily reflects Moody's concerns that
Ordway, a major tenant within the facility, could face financial
pressures as it increases its other debt and lease commitments.
Any pressure on Ordway's self-sufficiency and its ability to make
its ongoing annual lease payments to cover debt service could
result in weakening of the rating.

                What could change the rating -- UP

Significant growth of the Foundation's liquid reserves through the
sale of private investments and collection of loans payable
coupled with evidence that Ordway and other tenants can fully
support lease and debt service payments on an ongoing basis
without support from CLF.

               What could change the rating -- DOWN

Failure of any of the building tenants to make its full lease
payments in any year; use of the debt service reserve fund;
acceleration of the bonds as a result of an event of default
within the guaranty agreement or bond documents

Key Indicators For Charitable Leadership Foundation: (Audited FY
2008 financial data unless otherwise noted; CLF has a 12/31 fiscal
year end):

* Total cash, cash equivalents, and publicly traded equity
  securities as of 7/7/08 (unaudited): $145,000

* Total cash, cash equivalents, and publicly traded equity
  securities as of 12/31/07: $15.4 million

* Total Net Assets as of 12/31/08: $28.7 million, including
  $12.5 million of loans receivable and $10.4 million of program
  related investments

* Amount of Series 2002A bonds outstanding: $51.7 million

Rated Debt:

* Series 2002A Civic Facility Revenue Bonds: Caa1

The rating on the Series 2002A bonds was assigned by evaluating
factors believed to be relevant to the credit profile of
Charitable Leadership Foundation such as 1) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and vii)
the issuer's management and governance structure related to
payment.

The last rating action was on April 9, 2009, when the B3 rating on
the Series 2002A bonds was maintained on watchlist for possible
downgrade.


CHARTER COMM: Shareholder Herb Lair Sues Paul Allen
---------------------------------------------------
Shareholder Herb Lair has filed a complaint alleging securities
fraud against Charter Communications Inc. Chairman Paul Allen and
two other executives in the U.S. District Court for the Eastern
District of Arkansas, in Little Rock, Bloomberg News reports.

Mr. Lair has accused Mr. Allen, Chief Executive Officer Neil Smit,
and Chief Financial Officer Eloise Schmitz of making misleading
public statements about Charter's prospects before filing for
bankruptcy protection.  According to court documents, Mr. Lair
argues that Charter's stock traded at artificially high prices
because of those statements.

Andrew M. Harris of Bloomberg News says that Mr. Lair is seeking
class action status for the case, plus unspecified damages.

                 About Charter Communications

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

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

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

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

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

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


CHINA HEALTH: Net Loss Widens t $2.7-Mil. for Fiscal Year 2008
--------------------------------------------------------------
China Health Care Corporation said in a an amended Form 10-K filed
with the Securities and Exchange Commission that at September 30,
2008, its balance sheet showed total assets of $1,499,720 against
total liabilities of $6,173,173, resulting to a stockholders'
deficit of $4,673,454.

For the year ended September 30, 2008, the Company posted a net
loss of $2,701,352 compared with a net loss of $1,218,980 for the
same period in the previous year.

For the year ended September 30, 2008, its financing activities
generated cash of $1,129,323 compared with $432,871 in 2007.  The
increase in cash generated in financing activities of $696,452 for
the year ended September 30, 2008, was due to the increase of
proceeds from issuance of common stock and short-term loans.  The
Company does not expect any more cash payment or accrued payment
for dividends in near term as the majority of the CPS has been
converted.  Innotech (a shareholder of UPMG) loaned $384,615
(equivalent to HK$3,000,000) and $512,820 (equivalent to
HK$4,000,000) to UPMG on January 10, 2008, and January 25, 2008,
as the working capital of UPMG.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

The Company has a negative cash flow from operations of $1,457,854
for the year ended September 30, 2008, and a working capital
deficiency of $4,812,117.  The Company continues to make efforts
to procure outside financing to strengthen its financial position.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?3f1e

                        About China Health

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.


CIT GROUP: Liquidity Concerns Prompt S&P to Junk Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on CIT Group Inc., including lowering the counterparty
credit ratings to 'CCC+/C' from 'BB-/B'.

The ratings remain on CreditWatch, where they were placed with
negative implications on June 12, 2009.

CIT has been unable to secure government-guaranteed funding under
the Federal Deposit Insurance Corp.'s Temporary Liquidity
Guarantee Program.

"The downgrade reflects increased near-term liquidity concerns,"
said Standard & Poor's credit analyst Rian Pressman.

"We believe that diminished market confidence in CIT's longer term
prospects may further strain its liquidity," Mr. Pressman added.
"We had previously believed that CIT's liquidity resources were
sufficient to repay unsecured debt maturities through at least
first-quarter 2010.  However, this assumption did not consider the
possibility of a significant increase in draws on its committed
credit lines."

At March 31, 2009, CIT had more than $5 billion in outstanding
financing commitments.

CIT has more than $1 billion of unsecured notes maturing in both
third- and fourth-quarter 2009 -- payments that could become
increasingly difficult to make if borrower draws increase
significantly and CIT does not win regulatory approval of its
strategic initiatives.

CIT remains in discussion with regulators regarding its pending
TLGP application.  The company is also exploring with its
regulators alternative liquidity solutions that do not involve
TLGP, including near-term transfers of assets into CIT Bank
through Section 23A waivers.  However, its ability to pursue such
strategies also hinges on regulatory approval.

If CIT cannot ultimately access TLGP or pursue alternative
liquidity solutions, S&P believes it might attempt to restructure
its debt, perhaps in bankruptcy or through an exchange offer S&P
would view as distressed.

S&P's expectations for CIT's financial performance remain
unchanged.  S&P expects that it will continue to report operating
losses for the remainder of 2009 and possibly into 2010.

S&P will update this CreditWatch listing as developments unfold.
If CIT cannot issue debt under the TLGP or pursue alternative
liquidity solutions, S&P could lower its ratings on the company by
more than one notch, indicating the increased probability of a
troubled debt restructuring or, possibly, a bankruptcy filing.


CIT GROUP: Moody's Downgrades Senior Unsecured Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of CIT Group Inc. to B3 from Ba2.  Additionally, Moody's placed
CIT's long-term ratings on review for further possible downgrade.
The company's short-term rating remains Not Prime.

The downgrade of CIT's ratings is based on Moody's growing concern
with CIT's liquidity position and prospects for survival of the
franchise.  In Moody's view, CIT has made inadequate progress in
advancing its near-term liquidity initiatives to maintain an
appropriate liquidity runway, including pending applications with
the firm's regulators regarding access to TLGP and 23A asset
transfers to CIT Bank.  Longer term, Moody's believes that CIT
faces significant challenges in achieving a funding profile that
would provide a stable and cost effective source of funding to
support its businesses.  As a consequence, Moody's believes the
firm's probability of default has increased and that the
possibility that CIT will undergo significant, and potentially
disruptive, organizational and ownership change has increased.

During recent quarters, CIT has generated liquidity by reducing
origination of new earning assets, resulting in a partial run-off
of its loan and lease portfolios, and by securitizing and selling
certain assets.  However, Moody's had previously estimated that,
considering CIT's sizeable debt maturities in March and April
2010, the firm would need to supplement its liquidity sources
during 2009 with a combination of 1) approval to issue U.S.
government guaranteed debt under the FDIC's Temporary Liquidity
Guaranty Program (TLGP), and/or 2) exemptions by the Federal
Reserve under section 23A of the Banking Act to allow CIT to
transfer additional assets to CIT Bank to be funded by deposits.

In April 2009, CIT was given approval to transfer $5.7 billion of
student loans and $3.5 billion of related debt into its bank
subsidiary.  Moody's continues to believe that additional asset
transfers to CIT Bank are additional possible options, though CIT
has indicated that it continues to discuss these transfers, as
well as TLGP issuance, with its regulators.  Moody's is concerned
that delays in obtaining the necessary approvals has resulted in a
smaller margin of error with respect to the firm meeting its
obligations for the balance of 2009.  CIT has $2.4 billion of debt
maturities between July and December 2009.

Additionally, Moody's believes that damage to the franchise has
become a more prominent issue.  CIT customers concerned with the
company's status could make higher than expected draws on their
funding commitments with the firm, which would worsen its
immediate liquidity challenges.  At the end of the first quarter
2009, CIT's financing and leasing commitments to its customers
totaled $5.3 billion, a meaningful percentage of which involve CIT
as sole lender or lead agent.  The firm's capacity to fund an
unexpected increase in loan advances is limited, in Moody's view.
Longer term, this risk could also further decrease CIT's access to
capital and prospects for maintaining franchise viability.

Moody's is also concerned that, notwithstanding any further
achievements the firm may make in respect of its near-term
liquidity profile, the prospects for its longer-term funding and
business profile remain ambiguous.  CIT's access to traditional
unsecured debt will likely be constrained for the foreseeable
future.  Though the firm has embarked on a strategy to shift its
funding profile to incorporate greater use of deposit funding
through CIT Bank, Moody's believes that CIT will likely require
significant third party capital to effect the organizational and
business changes necessary to obtain funding stability as a
commercial bank.  Also, given the size of the firm's balance sheet
and funding needs, its ability to gather enough deposits in the
near to medium term to meaningfully reduce its dependence on
wholesale funding is limited.  During CIT's planned transition,
Moody's is concerned that the firm's franchise positioning in its
individual businesses is under significant pressure, due to
constraints in its ability to meet its customers' needs as well as
the reputational damage sustained as a result of its recent
performance and negative news flow.

Moody's widened the notching of the senior subordinated debt
relative the senior unsecured debt rating to reflect the increased
potential loss-given-default for this class of securities.

During its review, Moody's will monitor CIT's pending applications
with its regulators for access to TLGP and 23A exemptions and
their potential to improve the firm's near-term liquidity profile.
Moody's will also examine CIT's longer-term options for achieving
funding stability and the ensuing uncertainties should the firm
need to undertake actions that are disruptive to its business
prospects or that disadvantage creditors.  Moody's expects that
its review period will be brief.

These ratings were downgraded:

CIT Group, Inc.:

* Issuer rating -- to B3 from Ba2
* Senior Unsecured -- to B3 from Ba2
* Senior Secured -- to B2 from Ba1
* Senior Subordinated -- to Caa2 from Ba3
* Junior Subordinated -- to Caa3 from B2
* Preferred Stock -- to Ca from Caa1

CIT Group (Australia) Limited:

* Backed Senior Unsecured -- to B3 from Ba2
* CIT Group Funding Company of Canada:
* Backed Senior Unsecured -- to B3 from Ba2

The last rating action was on April 23, 2009, when CIT's ratings
were downgraded and assigned a negative outlook.

CIT Group, Inc., is a global commercial finance company located in
New York City and Livingston, New Jersey.


CIT GROUP: Default Poses Risks to 1,881 Rated CDOs, Says S&P
------------------------------------------------------------
Standard & Poor's Ratings Services stated July 14 that 1,881 rated
synthetic collateralized debt obligation transactions have
exposure to CIT Group Inc.  S&P prepared a table that outlines, by
region, the number of synthetic transactions and tranches with
exposure to CIT.  S&P downgraded CIT to CCC+/Watch Neg/C on
July 13, 2009.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                Synthetic CDO Exposure to CIT

                                             Asia-Pacific
                            U.S.    Europe  (excl. Japan)   Japan
                            ---     -----   ------------    -----
  No. of transactions       701     977      99             104
  No. of tranches           1,003   1,182    129            156


COACH AMERICA: Moody's Changes Outlook to Stable; Keeps B3 Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook of Coach
America Holdings, Inc., to stable from negative and affirmed all
ratings, including the B3 corporate family and probability of
default ratings.

The outlook change follows progress from Coach America's
operational improvement plan which should enable the company to
achieve and maintain return and interest coverage metrics on par
with the B3 rating level.  Improvements in pricing, asset
utilization, and leveraging of direct expenses have driven better
financial performance.  The outlook anticipates: 1) that volumes
could face pressure into 2010; 2) that recent margin improvements
should hold while volumes remain weak; 3) that fuel prices should
remain moderate near-term.  The outlook also reflects an adequate
liquidity profile, which assumes Coach America will maintain the
borrowing availability and cash on hand to comfortably fund
maintenance capital spending and seasonal working capital needs,
in concert with lease buy-out, and acquisition / expansion
spending.

The B3 corporate family rating affirmation reflects the company's
small size, high leverage, and an expectation that surplus cash
flow remaining after maintenance capital spending should be
limited over the rating horizon.  The affirmation acknowledges
that recent margin improvements have largely stemmed from
substantial cost cuts that occurred as volumes declined and fuel
prices were moderate; ability to fully sustain recent margin
levels could prove challenging when demand growth returns.

Other ratings affirmed:

  -- $30 million guaranteed 1st lien senior secured revolving
     credit facility due 2013 -- B2 LGD3, to 40% from 41%

  -- $50 million guaranteed 1st lien senior secured letter of
     credit facility due 2014 -- B2 LGD3, to 40% from 41%

  -- $195 million guaranteed 1st lien senior secured term loan due
     2014 -- B2 LGD3, to 40% from 41%

  -- $50 million guaranteed 1st lien senior secured delayed draw
     term loan due 2014 -- B2 LGD3, to 40% from 41%

  -- $55 million guaranteed 2nd lien term loan due 2014 -- Caa2
     LGD5, 88%

Moody's last rating action on Coach America occurred April 21,
2008, when the B3 corporate family rating and negative outlook
were affirmed.

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

Coach America Holdings, Inc., headquartered in Dallas, Texas, is
the largest charter bus operator and second largest motorcoach
services provider in the United States.  The company had 2008
revenues of approximately $480 million.


COACH AMERICA: S&P Keeps B- Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Dallas, Texas-based Coach America Holdings Inc. to
positive from stable.  At the same time, S&P affirmed its 'B-'
long-term corporate credit and 'B' senior secured debt ratings,
(one notch above the corporate credit rating), while leaving the
recovery rating unchanged at '2', indicating expectations of a
substantial (70%-90%) recovery in the event of a payment default.
S&P also affirmed the 'CCC' second-lien credit facility rating,
(two notches below the corporate credit rating), and left the
recovery rating unchanged at '6', indicating expectations of a
negligible (0%-10%) recovery in the event of a payment default.

S&P revised its outlook to positive from stable because S&P
expects that the company will continue to implement operational
improvements and strengthen its financial profile, despite the
effects of the prolonged U.S. recession.  S&P believes that over
the next year, earnings and cash flow should continue to benefit
from the repricing of existing contracts, lucrative new contract
wins, and one small accretive acquisition completed during 2008.
Earnings should also benefit from numerous cost-cutting measures,
including closing or restructuring of underperforming locations,
as well as efficiency and operational improvements. Coach does not
publicly disclose financial information.

"The outlook reflects S&P's expectation that the company's
financial profile should continue to benefit from improvements in
operating performance that S&P believes will continue over the
long term," said Standard & Poor's credit analyst Funmi Afonja.
S&P could raise the ratings if continued operating gains cause
adjusted debt to EBITDA to consistently move below 5x.

"If the company cannot maintain this trend of improving operating
performance and the 2009 results are similar to those of 2008, S&P
could revise the outlook back to stable," she continued.


COACHMEN INDUSTRIES: Retirement Plan Files Annual Report on 11-K
----------------------------------------------------------------
The Coachmen Industries, Inc. Retirement Plan and Trust filed its
annual report on Form 11-K for the year ended December 31, 2008.
The Plan, among others, reported net assets available for benefits
of $18,929,215 at December 31.

A full-text copy of the Form 11-K report is available at no charge
at http://ResearchArchives.com/t/s?3f27

                     About Coachmen Industries

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc. is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COLLEEN INC: Bankr. Court Abstains from Non-Debtor Dispute
----------------------------------------------------------
WestLaw reports that a bankruptcy court had to abstain from
hearing, pursuant to the mandatory abstention provision, a removed
state court action brought by an issuer of money orders that a
Chapter 11 debtor was in the business of selling against banks
where the debtor did business, for the banks' alleged conversion
in improperly using trust funds of the money order company to
satisfy their own claims against the debtor.  The proceeding
involved purely state law claims, over which the court could
exercise only "related to" but not "core" jurisdiction.  The
claims could not have been commenced in a federal forum but for
the debtor's Chapter 11 filing.  Moreover, the case could be tried
in state court within one year of its being remanded.  In re
Colleen, Inc., --- B.R. ----, 2009 WL 1883866 (Bankr. D. Md.).

Based in Baltimore, Maryland, Colleen, Inc., aka A & B Check
Cashing -- http://www.abcheckcashing.com/-- specializes in
cashing in all types of checks, and provides other financial
services.   The Debtor filed for Chapter 11 protection on June 28,
2006 (Bankr. D. Md. Case No. 06-13748).  In August 2006, the
Court appointed Zvi Guttman as the Debtor's Chapter 11 Trustee,
and Mr. Guttman is represented by Brent C. Strickland, Esq., at
Whiteford, Taylor & Preston LLP, in Baltimore.  When the Debtor
sought protection from its creditors, it disclosed assets of
$467,000 and debts totaling $11,800,000.


COOPERATIVE BANKSHARES: Nasdaq to Delist Stock Effective July 20
----------------------------------------------------------------
Cooperative Bankshares, Inc., reports that The Nasdaq Stock
Market, Inc. has determined to remove from listing the Company's
common stock, effective at the opening of the trading session on
July 20, 2009.  Based on a review of the information provided by
the Company, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to Listing Rules
5100, 5110(b) and IM-5100-1.  The Company was notified of the
Staffs determination on June 22, 2009.

The Company did not appeal the Staff determination to the Hearings
Panel, and the Staff determination to delist the Company became
final on July 1, 2009.

The Nasdaq Staff Determination was a result of the fact that
Cooperative Bank, the Company's wholly owned subsidiary, was
closed by the North Carolina Commissioner of Banks on June 19,
2009 and the Federal Deposit Insurance Corporation was appointed
as the Bank's receiver.  On that same date, First Bank, Troy,
North Carolina, acquired substantially all banking operations,
including substantially all of the deposits, of the Bank and
purchased most of the Bank's assets in a transaction facilitated
by the FDIC.

Pursuant to the Nasdaq Staff Determination, trading in the
Company's common stock was halted by Nasdaq on June 22, 2009.

                           Bankruptcy

As a result of the Bank's receivership, the Company has ceased
operations and expects to liquidate or seek bankruptcy protection,
according to the Troubled Company Reporter on June 24, 2009.  If
the Company were to liquidate or seek bankruptcy protection, the
Company believes that there would be no assets available to
holders of the capital stock of the Company.

As of May 31, 2009, Cooperative Bank had total assets of
$970 million and total deposits of approximately $774 million.  In
addition to assuming all of the deposits of the failed bank, First
Bank agreed to purchase approximately $942 million of assets.  The
FDIC will retain the remaining assets for later disposition.

                      About Cooperative Bank

Chartered in 1898, Cooperative Bank in Wilmington, North Carolina,
provides a full range of financial services through 21 offices and
one loan origination office in North Carolina and three offices in
South Carolina.  The Bank's subsidiary, Lumina Mortgage, Inc., is
a mortgage-banking firm, originating and selling residential
mortgage loans through four offices in North Carolina.


COREL CORP: Management Eyes Prepaying Portion of Term Loan Debt
---------------------------------------------------------------
Corel Corporation says due to the uncertainties presented by the
current state of the global economy and the Company's financial
performance, there is a risk it may be in violation of certain
debt covenants with lenders over the next 12 months.  However, due
to its current excess cash position, Corel says management is
investigating the option to pre-pay a portion of its term loan
debt.  This would reduce interest expense and total amount of
long-term debt, which would ease the Company's ability to meet the
financial covenants under its senior credit facility.

Corel reported a net loss of $4,125,000 for the three months ended
May 31, 2009, compared with a net income of $930,000 for the same
period in 2008.  Corel reported a net loss of $5,661,000 for the
six months ended May 31, 2009, compared with a net income of
$900,000 for the same period in 2008.

Corel reported $217,990,000 in total assets and $230,109,000 in
total liabilities, resulting in $12,119,000 of stockholders'
deficit at May 31, 2009.

Corel's working capital deficiency at May 31, 2009, was
$13,200,000, an increase of $6,900,000 from the November 30, 2008
working capital deficiency of $6,300,000.

Corel says based on its current senior debt facility, a
significant balloon payment will be required in fiscal 2012.  "We
are unable to currently assess our ability to maintain our
creditworthiness over this period, which would be required to
refinance this payment at or prior to that date," according to
Corel.

Corel has a five-year $75,000,000 revolving line of credit
facility, of which roughly $69,000,000 is unused as of May 31,
2009.  Management believes based on the current market conditions,
forecasts and the Company's debt covenant restrictions, that
limited amounts, if any, of the line of credit will be available
to the Company over the next 12 months.

"Ultimately, we would need to obtain approval from our lenders for
permitted transactions as defined in the credit agreement.
Management has not used, and does not anticipate using the
revolving line of credit to fund operating requirements and debt
re-payments over the next 12 months," Corel says.

As of May 31, 2009, Corel is in full compliance with all debt
covenants with lenders.  Corel is required to meet these financial
covenants:

     -- a maximum total leverage ratio, which is defined as the
        ratio of total debt to trailing four quarter consolidated
        Adjusted EBITDA, as defined in the credit agreement, to
        be less than specified amounts over the term of the
        facility as follows:

                      Period                         Ratio
                      ------                         -----
     November 30, 2008 through November 29, 2009      3.00
     November 30, 2009 through November 29, 2010      2.75
     November 30, 2010 through November 29, 2011      2.50
     November 30, 2011, thereafter                    2.25

     -- a minimum fixed charge coverage ratio, which is defined as
        the ratio of trailing four quarter consolidated Adjusted
        EBITDA to fixed charges (fixed charges include interest
        paid, scheduled repayment of principal on long-term debt,
        capital expenditures and taxes paid) as follows:

                      Period                         Ratio
                      ------                         -----
     Through to November 29, 2010                     2.00
     November 30, 2010 through November 29, 2011      2.25
     November 30, 2011, thereafter                    2.50

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.

                           *     *     *

The Troubled Company Reporter reported on November 6, 2008, that
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings, on Ottawa-based
packaged software provider Corel Corp.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed March 31, 2008.  The outlook is stable.  At
August 31, Corel had US$159 million of debt outstanding.


COREL CORP: Swings to $4,125,000 Net Loss in 2nd Quarter 2009
-------------------------------------------------------------
Corel Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
May 31, 2009.

Corel reported a net loss of $4,125,000 for the three months ended
May 31, 2009, compared with a net income of $930,000 for the same
period in 2008.  Corel reported a net loss of $5,661,000 for the
six months ended May 31, 2009, compared with a net income of
$900,000 for the same period in 2008.

Corel reported $217,990,000 in total assets and $230,109,000 in
total liabilities, resulting in $12,119,000 of stockholders'
deficit at May 31, 2009.

Corel's working capital deficiency at May 31, 2009, was
$13,200,000, an increase of $6,900,000 from the November 30, 2008,
working capital deficiency of $6,300,000.

Based on its current business plan, internal forecasts and the
risks that are present in the current global economy, Corel
believes that cash generated from operations and existing cash
balance will be sufficient to meet working capital and operating
cash requirements over the next 12 months.  In the past quarter,
Corel generated $780,000 of operating cash flows, despite the fact
that its changes to its working capital reduced operating cash
flows by $4,500,000.

In fiscal 2008, the Company generated an increase in cash of
$25,600,000, largely driven by its operating cash flows,
increasing its cash and cash equivalents to $50,300,000.  In the
first six months of fiscal 2009, the main driver of the decrease
in cash of $18,100,000 was a loan repayment -- cash sweep payment
-- of $17,500,000.

"Despite our reduced operating income in the current economy, we
are not generating negative cash flows from our operating
activities, and we expect our operating cash flows to remain
relatively stable or potentially improve over the next 12 months.
The cash sweep payment due under our senior credit facility on
March 1, 2010, has been estimated to be $13.0 million.  Given our
current cash balance of $32.1 million, our ability to maintain
slightly positive operating cash flows in these uncertain times,
and the fact that our next cash sweep payment is estimated to be
$13.0 million, we believe we are in an adequate cash position for
the next 12 months," Corel says.

"Over the next 12 months our operating cash flows could decrease
as we continue to face revenue uncertainty.  The revenue
uncertainty will be largely offset by a reduction in our operating
expenditures, including through the additional cost reduction
initiatives announced on April 2, 2009, our global restructuring
plan implemented in May 2009, an elimination of salary increases
for fiscal 2009, a reduction in expenditures such as the charges
associated with the evaluation of strategic alternatives, a
reduction in discretionary spending and a reduction in our capital
expenditures," according to Corel.

"The benefits of our restructuring activities and our cost
curtailment initiatives are evident in our operating expenditures
for the six months ending May 31, 2009, which have decreased by
24.1% from the same period in the prior year.  We expect this
level of reduced expenditures to continue for the remainder of
fiscal 2009 and into fiscal 2010.  We also have no significant
liabilities for our defined pension benefit plan, our past
restructuring activities, and do not expect significant cash flows
from tax uncertainties and in particular our tax contingency with
the province of Ontario.

"We expect that our actions to reduce operating expenses will
allow us to generate operating cash flows sufficient to sustain
operations, to address future cash sweep payments noted above, and
to offset, in whole or in part, the potential impact of a decrease
in future revenues.  We also believe the global positioning of our
diverse group of products will reduce the revenue risks created by
the uncertainty in the present economy."

A full-text copy of Corel's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3f21

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.

                           *     *     *

The Troubled Company Reporter reported on November 6, 2008, that
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings, on Ottawa-based
packaged software provider Corel Corp.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed March 31, 2008.  The outlook is stable.  At
August 31, Corel had US$159 million of debt outstanding.


CORUS BANKSHARES: Starwood Capital to Bid on Assets, Says WSJ
-------------------------------------------------------------
Private equity firm Starwood Capital Group is bidding on Corus
Bankshares Inc.'s assets, The Wall Street Journal reported, citing
people familiar with the matter.

According to the Journal, Starwood Chairman and CEO Barry
Sternlicht said that his firm is bidding for a bank, although he
did not identify the bank.  Mr. Sternlicht said that bank is
heavily concentrated in real-estate lending and has more than 110
construction loans.

Lingling Wei and Nick Timiraos at the Journal notes that
construction loans made up 88% of Corus Bankshares' outstanding
loans at the end of the first quarter.

The Journal says that investors don't seem to be interested in
acquire the entire Corus Bankshares, but instead are looking at
purchasing the bank's assets out of receivership if regulators
take over.

Bank regulators, according to the report, gave Corus Bankshares a
June 2009 deadline to raise capital or find a buyer.  Corus
Bankshares hired in June a crisis-management firm that specializes
in restructuring distressed, midsize companies.  WSJ notes that if
Corus Bankshares were placed into receivership, the bank would
represent the first major bank failure brought on by declining
commercial real-estate loans in this downturn.

Based in Chicago, Illinois, Corus Bankshares, Inc. (NASDAQ: CORS)
is a bank holding company.  Corus conducts its banking operations
through its wholly-owned banking subsidiary Corus Bank, N.A.

As reported by the Troubled Company Reporter on April 28, 2009,
Corus Bankshares' audited financial statements for the fiscal year
ended December 31, 2008, included in the Company's Annual Report
on Form 10-K, filed on April 7, 2009, contained a going concern
qualification from Ernst & Young, LLP, its independent registered
accounting firm.

On April 1, the Company received a letter from Nasdaq indicating
that the Company failed to comply with the continued listing
requirements set forth in Marketplace Rule 4310(c)(14).  The
Notice arises as a result of the Company's failure to timely file
its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, on or before March 31, 2009.

On April 7, the Company filed its Annual Report on Form 10-K for
the fiscal year ended December 31, 2008.  As a result of the
filing, the Company received a letter from Nasdaq saying that it
is now in compliance with Marketplace Rule 4310(c)(14).

As of December 31, 2008, the Company had $8.35 billion in total
assets and $8.07 billion in total liabilities.  The Company posted
$456.4 million in net loss for year 2008.


COYOTES HOCKEY: Wayne Gretzky Agrees to Submit Financial Records
----------------------------------------------------------------
Phoenix Coyotes head coach Wayne Gretzky has given in to the City
of Glendale's demands for financial records.  According to
Examiner.com, Mr. Gretzky told the Hon. Redfield T. Baum of the
U.S. Bankruptcy Court for the District of Arizona that he will
cooperate with the City in its pursuit of financial documents.

As reported by the Troubled Company Reporter on July 13, 2009,
Mr. Gretzky was contesting a request by the city, the Company's
biggest creditor, to turn over personal financial records,
reversing a statement he said earlier that he would be willing to
hand over tax records and other financial documents to the city.
Mr. Gretzky's lawyers had filed a motion in the Court to block the
city's request, citing personal privacy.

Judge Baum expects that Mr. Gretzky will give the city the
documents they wish to have by Friday, Examiner.com states.

Examiner.com relates that while the legal team of Phoenix Coyotes
owner Jerry Moyes also told Judge Baum that they will release
documents requested by the City of Glendale, with the exception of
some e-mails, due to the expenses involved, and some tax
documents.

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

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


COYOTES HOCKEY: Court Dumps Plea to Question Jerry Reinsdorf
------------------------------------------------------------
Examiner.com reports that the Hon. Redfield T. Baum of the U.S.
Bankruptcy Court for the District of Arizona has rejected a
request to have Jerry Reinsdorf questioned by Jerry Moyes' legal
team.

According to Examiner.com, a lawyer representing Mr. Reinsdorf
said that his client's group, Glendale Hockey, LLC, hasn't been
served with a document requesting a release of information to Mr.
Moyes' group (under a motion called "Discovery 2004").  Mr.
Reinsdorf's representative asked the Court to deny any future
request for such documents, says Examiner.com.

Examiner.com relates that Mr. Reinsdorf's group accused Mr. Moyes'
legal team of bid chilling, saying that requests for multiple
documents could drive away Reinsdorf from placing a formal bid on
the team.  Examiner.com states that a lawyer for the City of
Glendale had spoken with Judge Baum via telephone, telling him
that requesting documents discussing the ongoing talks between the
city and Mr. Reinsdorf's group were inappropriate for Moyes' group
to ask for at this time.

"The only thing that happens when you open up Discovery before a
bid is placed, is they [the bidders] walk out of the room,"
Examiner.com quoted Judge Baum as saying.

Examiner.com reports that a "deposition date" of July 24 was set
up for Mr. Reinsdorf in case Judge Baum reverses his ruling.
Examiner.com states that Jim Balsillie and his group, PSE Sports &
Entertainment, LP, told Judge Baum that they wished to sit in on a
deposition regarding the August 5 auction date, but said that they
had no interest in participating in the deposition.  The National
Hockey League's lawyer tried to block that plea, saying that it
gives Mr. Balsillie's group "an unfair advantage," but Judge Baum
said that he could see no reason as to why they couldn't listen
in, Examiner.com relates.

Examiner.com says that NHL Commissioner Gary Bettman and Deputy
Commissioner Bill Daly will have to deliver depositions between
July 28 and 29 at the NHL offices in New York.

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

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


COYOTES HOCKEY: NHL to Testify About Bid Withdrawals
----------------------------------------------------
According to Bill Rochelle at Bloomberg News, the National Hockey
League officials have agreed to testify under oath before the U.S.
Bankruptcy Court for the District of Arizona to shed light on
allegations that the NHL discouraged other bidders from submitting
offers in competition with the $148 million proposal for the
Phoenix Coyotes from Jerry Reinsdorf.  NHL has favored Mr.
Reinsdorf's bid as it allows the team to stay in Arizona.

The U.S. Trustee has raised questions as to why only Mr. Reinsdorf
has submitted a bid, when there were four potential bidders for
the Phoenix Coyotes.  The U.S. Trustee also raised the issue on
why the league's deputy commissioner said there was a "coalescing"
of interest in the $148 million Reinsdorf bid.

As reported by the Troubled Company Reporter on July 1, Mr.
Reinsdorf, owner of Major League Baseball's Chicago White Sox and
National Basketball Association's Chicago Bulls, has offered $148
million to keep the Phoenix Coyotes team of the National Hockey
League in Glendale.  Mr. Reinsdorf's bid would challenge one from
Jim Balsillie, co-chief executive officer of Blackberry- maker
Research In Motion Ltd., who has offered $212.5 million on
the condition he's allowed to move the team to Canada.


Judge Redfield T. Baum of the U.S. Bankruptcy Court directed an
auction to entertain bids to keep the team in the area before
considering bids that would require relocation of the team, which
would take time to complete and which the NHL opposes.
Mr. Reinsdorf was the sole bidder at the local auction.  Judge
Baum previously said that if the auction fails to attract an
acceptable offer, a September 10 auction for bids that requires
relocation will be held.

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

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


CRUCIBLE MATERIALS: To Take $2.5 Million in Employee Trust
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 28 to consider approval of a request to
release $2.5 million from an employee trust to Crucible Materials
Corp.  According to Bill Rochelle at Bloomberg News, Crucible
Materials has some $2.5 million held in trust to pay benefits
under non-qualified deferred compensation arrangements for senior
officers.  The trust agreement says the benefits can be paid so
long as Crucible doesn't turn insolvent.  In view of the
bankruptcy, the trustee is willing to pay the money to Crucible so
long as the bankruptcy judge requires payment.

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

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


DBSD NORTH AMERICA: Revises Plan to Address Objections
------------------------------------------------------
DBSD North America Inc. and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the Southern District of New York a
disclosure statement describing a second amended joint Chapter 11
plan of reorganization after Wells Fargo Bank N.A., Space
Systems/Loral Inc., and the Official Committee of Unsecured
Creditors objected to the prior version of the Plan.

Wells Fargo, Space Systems and the Committee told the Court that
the Plan and Disclosure Statement failed to disclose the detailed
assumptions, calculations, or analysis supporting the alleged
reorganization value of the Debtors, and specifying whether the
Debtors will assume or reject certain contracts, among other
things.

To obtain approval of a disclosure statement, a plan proponent
must show that the disclosure statement contains adequate
information necessary for creditors to make an informed judgment
of the plan.  Approval of the disclosure statement will allow the
plan proponent to solicit votes on, and then seek confirmation of,
the plan.

The Second Amended Plan provides for certain changes to the
estimated recovery by unsecured creditors:

                                 Estimated        Estimated
                                 Recovery Under   Recovery Under
                                 The First        The Second
  Claims and Interest            Amended Plan     Amended Plan
  -------------------            --------------   ------------
  Prepretition Claim             100%             100%
  Senior Notes Claim             57%-81%          57%-81%
  Other Secured Claim            100%             100%
  Other Priority Claim           100%             100%
  General Unsecured Claim        2%-16%           1%-17%
  Unsec. Convenience Cl. Claim   25%              25%

The estimated recovery for holders of allowed general unsecured
claims of approximately 17% is based upon the estimated amount of
$11.6 million of allowed general unsecured claims.  This estimate
does not include potential litigation claims, which could exceed
$211 million, resulting in an estimated recovery for holders of
allowed general unsecured claims of approximately 1%.

In addition, under the Second Amended Plan, intercompany claims
and intercompany interests will be reinstated while other equity
and existing stockholder interests will be canceled.

On the effective date of the Plan, the reorganized Debtors may
enter into a new credit facility.  The proceeds of the facility
will be used to (i) pay cash amounts required under the Plan; and
(ii) provide for the reorganized Debtors' capital expenditure and
liquidity needs.

The Debtors will issue warrants to the existing stockholders in
three tranches:

  -- warrants representing 5.00% of the new common stock will be
     exercisable if the aggregate equity valuation upon a
     valuation event is equal to or greater than $1.0 billion,
     plus;

  -- warrants representing 2.50% of the new common stock will be
     exercisable if the aggregate equity valuation upon a
     valuation event is equal to or greater than $1.5 billion,
     plus;

  -- warrants representing 2.50% of the new common stock will be
     exercisable if the aggregate equity valuation upon a
     valuation event is equal to or greater than $2.0 billion.

If the warrants are extended below so that they are exercisable
after the second anniversary of the Effective Date, the relevant
valuation thresholds will be increased at the rate of 30% per
annum beginning on the second anniversary of the Effective Date.

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?3f2e

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?3f30

                   About DBSD North America Inc.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve
as the Debtors' counsel.  Jefferies & Company is the proposed
financial advisors to the Debtors.  The Garden City Group Inc. is
the court-appointed claims agent for the Debtors.  When the
Debtors sought for protection from their creditors, they listed
between $500 million and $1 billion each in assets and debts.


DBSI INC: Judge Walsh Slows Potential Race to the Courthouse
------------------------------------------------------------
WestLaw reports that a bankruptcy statute requiring the trustee to
timely perform all obligations of the debtor under any unexpired
lease of nonresidential real property, until the lease was assumed
or rejected, did not automatically entitle the lessor to an
administrative expense claim for any obligations not timely
performed by the trustee or debtor-in-possession. Disagreeing with
other bankruptcy court decisions to the contrary, a bankruptcy
judge in Delaware held that the appropriate remedy, if a debtor's
obligations under a lease went unperformed, was to cause the lease
to be rejected in a timely fashioned manner.  In re DBSI, Inc., --
B.R. ----, 2009 WL 1949649 (Bankr. D. Del.).

In his Memorandum Opinion, the Honorable Peter J. Walsh says that
granting Ridgmar Trust relief from the stay would cause
significant prejudice to DBSI Housing's estate as it continues to
resolve numerous outstanding disputes.  Indeed, Judge Walsh
observes, it is unclear if and to what extent DBSI Housing is
administratively solvent; if the automatic stay is lifted, Ridgmar
Trust may recover a greater percentage of its claims than
similarly-situated creditors.  Moreover, Judge Walsh says, "by
lifting the stay, I may encourage a race to the courthouse by
parties seeking similar orders, which will cause undue hardship
and expense to the estate.  In contrast, Ridgmar Trust will suffer
little prejudice if I do not lift the stay: they simply will have
to wait a few extra months to recover an amount most likely well
under $100,000.  This hardship obviously does not outweigh the
hardship likely to be suffered by DBSI Housing's estate if the
stay is lifted.  Accordingly, Ridgmar Trust's request for relief
from the stay is denied."

                         About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.


DEJOUR ENTERPRISES: Liquidity Risks Raise Going Concern Doubt
-------------------------------------------------------------
Dejour Enterprises Ltd. disclosed in a filing with the Securities
and Exchange Commission that its continued existence is dependent
upon management's ability to raise required funding through future
equity issuances, debt, asset sales or a combination thereof.  The
Company adds that the management is also aware that significant
material uncertainties exist, related to current economic
conditions that could cast significant doubt upon the entity's
ability to continue to finance its exploration activities.

As a result, the management plans on reducing spending in order to
preserve cash and maintain liquidity until overall market
conditions improve.  The management is not able to assess the
likelihood or timing of improvements in the equity markets for
raising capital for future acquisitions or expenditures.  This
uncertainty represents a liquidity risk and may impact the
Company's ability to continue as a going concern in the future.

For the year ended December 31, 2009, the Company incurred a net
loss of $20,890,753 compared with a net loss of $26,810,673 in
2007.

At December 31, 2008, the Company's balance sheet showed total
assets of C$62,305,736, total liabilities of $17,942,059 and
shareholders' equity of C$44,363,677.

A full-text copy of Form 20-F is available for free at:

              http://ResearchArchives.com/t/s?3f29

Dejour Enterprises Ltd. (TSE:DEJ) is engaged in the business of
exploring and developing energy projects with a focus on oil and
gas exploration in Canada and the United States and through its
interest in Titan Uranium Inc., which holds uranium exploration
properties located in the Athabasca Basin in northern
Saskatchewan, and the Thelon Basin, Nunavut, Canada.  The Company
holds approximately 140,000 net acres of oil and gas leases in
various regions, including the Peace River Arch of northwestern
British Columbia and northeastern Alberta, Canada and the Piceance
and Uinta basins in the United States Rocky Mountains.  The
Company's wholly owned subsidiaries include Dejour Energy (USA)
Corp., Dejour Energy (Alberta) Ltd. and Wild Horse Energy Ltd.
During the year ended December 31, 2008, in Peace River Arch,
Canada, the Company acquired 6,350 net acres in a new Montney
formation natural gas prospect in British Columbia.


DELPHI CORP: Asks for Court Nod to MDL Settlement Modifications
---------------------------------------------------------------
Pursuant to Section 363(b)(1) of the Bankruptcy Code and Rule
9019(a) of the Federal Rules of Bankruptcy Procedure, Delphi Corp.
and its affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to approve proposed modifications to two
stipulated settlements in the multidistrict litigation against
Delphi Corporation, certain Delphi affiliates, and certain current
and former directors and officers of Delphi under the federal
securities laws and the Employee Retirement Income Security Act
of 1974 in the United States District Court for the Eastern
District of Michigan.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells the Court that on May 28,
2009, the Michigan District Court conducted a chambers conference
attended by the Debtors, the Securities Lead Plaintiffs, the
ERISA Named Plaintiffs, and a number of other settling parties.
At the chambers conference, the District Court received an update
regarding the Debtors' reorganization process and the
negotiations among the parties.  The District Court then provided
guidance as to the proper procedures with respect to notice and
the District Court's consideration of any changes to the MDL
Settlements.  The parties continued to engage in negotiations,
and on July 10, 2009, entered into the Second Securities
Stipulation Modification and the Amended ERISA Stipulation
Modification -- MDL Settlements -- subject to approval by the
District Court and the Bankruptcy Court.

Mr. Butler notes that the three principal changes to the MDL
Settlements are:

  (i) the classification and treatment of the allowed claims and
      interests granted to the Securities Class and the ERISA
      Class;

(ii) the elimination of the Debtors' obligation to pay to the
      Securities Class $15 million in cash pursuant to an
      agreement with a third party; and

(iii) streamlining of the conditions to the effective date of
      the MDL Settlement.

Specifically, Mr. Butler reminds the Court that the Final MDL
Settlements Order granted to the Securities Lead Plaintiffs, as
representatives of the Securities Class, an allowed claim for
$179 million.  Similarly, under the Final MDL Settlement Approval
Order, the ERISA Named Plaintiffs, as representatives of the
ERISA Class, were allowed an interest for $24.5 million.
However, under the Modifications, the Debtors will have no
obligation to propose any particular treatment to the Securities
Allowed Claim and ERISA Allowed Interest under the Confirmed
First Amended Joint Plan of Reorganization, as modified.  Under
the Modifications, the Securities Allowed Claim and ERISA Allowed
Interest will have the same priority as general unsecured claims
in the event that the Debtors' Modified Plan provides for a par
plus accrued recovery for general unsecured creditors.

Moreover, under the Securities Stipulation Modification, the
Debtors had an obligation to cause to be paid to the Securities
Lead Plaintiffs' escrow agent $15 million pursuant to an
agreement with a certain third party.  The $15 million payment
was due within 10 days after the substantial consummation of the
Debtors' Confirmed Plan and was a condition to the effective date
of the settlement.  However, given the Debtors' current financial
condition, the parties agreed to eliminate the $15 million
payment and the corresponding condition to the effective date of
the settlement.

Mr. Butler further notes that one of the conditions set forth in
Final MDL Settlement Order requires distribution of the Delphi
Net Consideration, pursuant to the Securities Stipulation, as
soon practicable after satisfaction of certain conditions or the
Bankruptcy Effective Date.  Given that the Debtors have not
substantially consummated the Confirmed Plan, the Bankruptcy
Effective Date has not occurred and the MDL Settlements have not
become effective.  Against this backdrop, the releases provided
in the stipulations will have not taken effect, leaving the
Debtors without the paramount benefit of the settlement bargain.
Thus, for the settlement to become effective, the Modifications
eliminate the conditions related to the Debtors' distribution of
the Delphi Net Consideration, if any, to the Securities Class and
the Delphi Consideration, if any, to the ERISA Class following
the Bankruptcy Effective Date.  Once those conditions are
satisfied, the MDL Settlements, including the releases of the
Debtors, will become effective, without regard to the substantial
consummation of a plan of reorganization.

Accordingly, Mr. Butler emphasizes, the modified treatment of the
Securities Allowed Claim and the ERISA Allowed Interest will make
it easier for the Debtors to obtain the Court's approval of
changes to the Confirmed Plan.  Absent the Modifications, he
points out, that the general unsecured creditors might object to
the Modified Plan due to the treatment given to the Securities
Allowed Claim and the ERISA Allowed Interest.  He further notes
that those objections would be more difficult to resolve given
that the modifications to the Confirmed Plan would provide
general unsecured creditors and others with only a partial
recovery.  The Modifications remove an obstacle to the approval
of changes to the Confirmed Plan and the Debtors' emergence from
Chapter 11 as soon as practicable, he asserts.

Similarly, Mr. Butler says, the Modifications are beneficial to
the Debtors and their estates because the Debtors will not have
to choose from a range of unattractive options that includes
paying the $15 million from their own limited and dwindling cash
reserves or potentially breaching the provision of the Securities
Stipulation Modification that required the Debtors to cause the
payment of the $15 million.

Mr. Butler also notes that a third settlement agreement, and
Insurance Stipulation, will be affected by the Modifications
because the effective date of the Insurance Stipulation is tied
to the effective date of the MDL Settlements.  The Insurance
Stipulation will be deemed effective upon the effective date of
the MDL Settlements.

Judge Drain will consider the Debtors' request on July 23, 2009.
Objections are due July 20.

A full-text copy of the Modified MDL Settlements is available for
free at http://bankrupt.com/misc/Delphi_ModMDLSettlements.pdf

                         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)


DELPHI CORP: Enters Into Further Amendments to JPM DIP Loans
------------------------------------------------------------
Delphi Corporation disclosed with the U.S. Securities and Exchange
Commission its entry into a "twelfth amendment" to the DIP
Accommodation Agreement with JP Morgan Chase Bank, N.A., and
certain requisite lenders under a $4.35 billion DIP Credit
Facility.  The DIP Accommodation Twelfth Amendment was executed
on July 10, 2009.

Delphi Vice President and Chief Financial Officer John D. Sheehan
relates that the DIP Accommodation Twelfth Amendment provides
that:

  (a) A Repayment Obligation will be triggered on July 14, 2009,
      unless on or before July 13, 2009, a satisfactory term
      sheet has been received by the Debtors.

  (b) The Accommodation Period will terminate on July 15, 2009,
      in the event that the requisite DIP Lenders have notified
      the Debtors that a term sheet detailing terms of a
      global resolution of matters relating to General Motors
      Corporation's contribution to the resolution of the
      Debtors, is satisfactory on or before July 14, 2009.

  (c) The DIP Accommodation Twelfth Amendment postpones until
      July 14, 2009, the date by which interest payments with
      respect to the Tranche C Term Loan must be paid, which
      payments are to be applied ratably to repayments of
      principal amounts outstanding under the Tranche A Facility
      and the Tranche B Term Loan Facility.

  (d) The DIP Accommodation Twelfth Amendment provides that the
      requisite DIP Lenders have 35 business days to notify the
      Debtors that the Confirmed First Amended Joint Plan of
      Reorganization, as modified on June 1, 2009, is not
      satisfactory.

Mr. Sheehan notes that as of July 13, 2009, about $230 million
remains outstanding under the Tranche A Facility, $311 million
under the Tranche B Term Loan, and $2.75 billion under the
Tranche C Term Loan under the Amended and Restated DIP Credit
Facility.

A full-text copy of the DIP Accommodation Twelfth Amendment dated
July 10, 2009, is available for free at:

              http://ResearchArchives.com/t/s?3f1c

                         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)


DELPHI CORP: Fiduciary Counselors Want Claims Estimated at $227MM
-----------------------------------------------------------------
Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, Fiduciary Counselors, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York to estimate its claims
to allow it to vote on the Delphi Corp.'s Confirmed First Amended
Joint Plan of Reorganization, as modified on June 1, 2009.

The Fiduciary Counselors Inc. is an independent fiduciary under
the Debtors' pension plans, which include (1) the Delphi
Corporation Retirement Program for Salaried Employees, (2) the
Delphi Hourly-Rate Employees Pension Plan, (3) the ASEC
Manufacturing Retirement Program, (4) the Delphi Mechatronic
Systems Retirement Program, (5) the Packard Hughes Interconnect
Non-Bargaining Retirement Plan, and (6) the Packard Hughes
Interconnect Bargaining Retirement Plan.  The Pension Plans are
employee benefit plans under Section 507(a)(4) of the Bankruptcy
Code.  The Fiduciary Counselors timely filed proofs of claim on
behalf of the Pension Plans.  The Claims were calculated and
based on the most recent information available and included
liquidated amounts for contributions that were due and unpaid and
unliquidated amounts for contributions that were not yet due.
According to the Fiduciary Counselors, no objection has been
filed to the Claims.

Moreover, the Fiduciary Counselors relates that the Debtors
provided it with ballots for only the Salaried Plan, the Hourly
Plan and the PHI Bargaining Plan, with each of the Ballots
identifying each Pension Plan's Claim as $1 for voting purposes.
While the Debtors' Confirmed Plan originally provided for the
assumption and continuation of the Pension Plans, under the
Modified Plan, the Pension Plans will not be assumed or
continued, except with respect to the Hourly Plan, which will be
"addressed by GM."  More importantly, the Fiduciary Counselors
points out that the Modified Plan is silent with respect to the
treatment of the Pension Plans' Claims.

Against this backdrop, the Fiduciary Counselors contends that the
ballots for $1 and for only three of the Pension Plans are hardly
commensurate with the Pension Plans' economic stake in the
Debtors' Chapter 11 cases.

Subsequently, the Fiduciary Counselors presented to the Court the
actual amounts of the Claims for each Plan:

     Salaried  Plan                   $212,949,000
     ASEC Plan                           1,980,879
     Mechatronic Plan                    1,338,300
     PHI Bargaining Plan                 3,512,635
     PHI Non-Bargaining Plan             7,784,055
                                    --------------
     Total                            $227,564,869

                         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)


DELPHI CORP: Judge Gerber OKs GM Purchase of Delphi Assets
----------------------------------------------------------
During a July 13, 2009 hearing, General Motors Corp. sought and
obtained approval from Judge Robert Gerber of the U.S. Bankruptcy
Court for the Southern District of New York in its Chapter 11 case
to purchase certain of Delphi Corp.'s assets, The Wall Street
Journal reports.

Judge Gerber has stated that Old GM, which is left in bankruptcy,
could take steps to effectuate the transaction, WSJ notes.
However, it is New GM that will fund the transaction, including
$1.1. billion in payments to Delphi and its creditors, $2 billion
equity investment in Parnassus Holdings, and $250 million interim
postpetition financing under the GM-Delphi Liquidity Arrangement,
WSJ adds.

For its part, GM's counsel Robert Lemons, Esq., told Judge Gerber
that "the situation remains in flux," according to Bloomberg
News.

As embodied in the Master Disposition Agreement entered with
Delphi and Parnassus Holdings, GM Components, an affiliate of GM,
will acquire all of the equity and assets primarily related to
Delphi's global steering business and certain United Auto Workers
sites, including facilities located in Grand Rapids, Michigan;
Rochester, New York; Kokomo, Indiana; and Lockport, New York.

In court papers filed in the GM bankruptcy case, it is noted that
the Master Disposition Agreement will terminate if by July 15,
2009, the Bankruptcy Court handling the GM case does not approve
of GM's entry into the Master Disposition Agreement and related
pacts.  In a declaration served prior to the July 13 hearing, GM
told Judge Gerber that its most reliable and cost-effective
option to secure the supply of parts from Delphi's facilities
would be to enter into the transaction agreements with Delphi and
Parnassus Holdings.

A formal order has yet to be entered in GM's bankruptcy docket.

Before the July 10, 2009 deadline elapsed, several entities were
reportedly interested in the Delphi assets.

Elliott Management and Wilbur Ross have shown interest in
Delphi's assets, specifically Delphi's international operations.
Billionaire Carl Icahn was cited as the first potential buyer of
the Delphi assets after the contemplated sale was opened to the
public.  Subsequently, TRW Automotive Holdings and Appaloosa
Management L.P. were also reported to be interested in Delphi,
Reuters disclosed, citing sources familiar with the matter.
Reuters further noted that TRW was looking into Delphi's books.
Similarly, Appaloosa Management, Delphi's former plan investor,
was also considering a bid for the Delphi assets, Reuters said.

The potential bidders, however, didn't put forth a formal offer
for the Delphi assets by the July 10 bid deadline.

                Section 363 Implementation Agreement

In connection with their proposed Chapter 11 plan of
reorganization, Delphi Corp. submitted to the Judge Robert Drain
of the U.S. Bankruptcy Court for the Southern District of New York
a Section 363 Implementation Agreement, also known as the first
amendment to the Master Disposition Agreement, executed among the
Debtors and GM Components Holdings LLC, and Parnassus Holdings II
LLC, an affiliate of Platinum Equity Capital Partners II, L.P., on
July 2, 2009.

The Master Disposition Agreement requires the Debtors, GM
Components and Parnassus to enter into the Section 363
Implementation Agreement to implement a sale transaction under
Section 363 of the Bankruptcy Code in the event the Court does
not approve the Modified Plan.  The 363 Agreement had to be
executed by July 2 for the Debtors to receive continued financing
under the Amended and Restated GM-Delphi Arrangement.

A full-text copy of the Section 363 Implementation Agreement is
available for free at:

  http://bankrupt.com/misc/Delphi_Sec363ImplementationAgr.pdf

Moreover, in connection with the Modified Plan and the Section
363 Implementation Agreement, the Debtors, GM Components, and
Platinum Equity entered into a letter agreement on July 2, 2009,
whereby GM Components agreed to fund up to $50,000,000 of wind-up
costs relating to Delphi, following the consummation of the
Modified Plan or the Section 363 Implementation Agreement.  The
salient terms of the Letter Agreement are:

(a) On the closing date, GM Components will advance to
     Reorganized DPH Holdings $10,000,000, or at the company's
     request, GM Components may advance all or a portion of the
     Closing Date Advance;

(b) During the period commencing on the date after the Closing
     Date and ending on December 31, 2013, GM Components will
     advance to Reorganized DPH Holdings, upon its request,
     $40,000,000, which amounts may be repaid and readvanced;
     and

(c) Post-closing advances will only be available to Reorganized
     DPH Holdings on the last day of each calendar month;
     provided that the additional request is accompanied by an
     updated Wind Up Budget, which is set forth in the Master
     Disposition and conforms with the Letter Agreement.

A full-text copy of the Letter Agreement is available for free
at: http://bankrupt.com/misc/Delphi_WindUpCostsPact.pdf

                         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)


DELPHI CORP: Unions, Other Parties Object to Modified Plan
----------------------------------------------------------
International Union of Electronic, Electric, Salaried, Machine
and Furniture Workers, Communications Workers of America asserts
that the Debtors' Confirmed First Amended Joint Plan of
Reorganization, as modified on June 1, 2009, or the proposed sale
of the Debtors' sale of substantially all assets is not in the
best interest of the Debtors' estates and creditors.
Accordingly, the IUE-CWA files this objection to create a
contested matter and permit it to conduct discovery regarding the
Modified Plan or the alternative sale.

Other parties that have recently filed objections are:

  -- the International Union of Operating Engineers Locals 832S,
     18S, and 101S, and the International Brotherhood of
     Electrical Workers and its Local 663, and the International
     Association of Machinists and Aerospace Workers and its
     District 10 and Tool and Die Makers Lodge 78,

  -- Computer Sciences Corporation,

  -- Pima County,

  -- American Aikoku Alpha Inc., and

  -- Brazeway, Inc.

The IUOE, et al., insist that liability for the participants'
benefits remains the responsibility of the Debtors, unless that
liability is transferred to General Motors Corporation's Hourly
Rate Pension Plan pursuant to implementation agreements.
They say they are not able to assess the ramifications of the
Confirmed First Amended Joint Plan of Reorganization, as modified,
for active, inactive and retired employees of the Debtors who are
participants in the Debtors' Hourly Rate Pension Plan.

Computer Sciences Corporation opposes the Debtors' First Amended
Joint Plan of Reorganization, as modified on June 1, 2009, and
the proposed alternative sale of the Debtors' assets because both
options propose to transfer and assign the Master Services
Agreement between Computer Sciences and the Debtors, which
termination is subject to an adversary proceeding commenced by
Computer Sciences against the Debtors.

Pima County complains that the Debtors' Confirmed First Amended
Joint Plan of Reorganization violates Section 1129(a)(9)(D) of
the Bankruptcy Code because it proposes to pay secured claims
within seven years of the Effective Date.  Pima County asserts
that its Claim No. 10248 for $7,969, being a claim for property
taxes incurred before the Petition Date and payable without
penalty after one year before the Petition Date, would fall under
Section 507(a)(8)(B) but for its secured status, and must be paid
within five years of the Effective Date.

American Aikoku Alpha Inc. points out that the Debtors' Confirmed
First Amended Joint Plan of Reorganization, as modified on
June 1, 2009, will not assume its purchase order, which is
subject to a stipulation previously entered with the Debtors.
Under the stipulation, American Aikoku will receive a $413,908
cure payment to cure all defaults for two purchase orders,
including the Purchase Order that will not be assumed under the
Plan.

Brazeway, Inc., disputes the notice of non-assumption served on
its purchase orders under the Confirmed First Amended Plan of
Reorganization, as modified.  Brazeway contends that none of its
Contracts were terminated nor has expired.  Brazeway asserts that
it continues to supply parts and materials to the Debtors
pursuant to the previous notices of assumption and assignment of
the Contracts, which amended the purchase orders.  Brazeway
further asserts that it received every indication from the
Debtors' employees that the Contracts will be assumed and
assigned as part of the Debtors' sale under Section 363 of the
Bankruptcy Code.  Brazeway thus alleges that the Debtors
unilaterally and unjustifiably attempted to avoid payment of
$1,835,146 as prepetition cure amounts required under Section 365
of the Bankruptcy Code.

                         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)


DELPHI CORP: Wants Exclusive Plan Period Extended to Sept. 30
-------------------------------------------------------------
Delphi Corp. and its affiliates previously filed a supplement
containing proposed modifications to their Confirmed First Amended
Joint Plan of Reorganization and accompanying disclosure statement
on June 1, 2009.  The Debtors also entered into a Master
Disposition Agreement with GM Components Holdings, an affiliate of
General Motors Corporation, and Parnassus Holdings II, LLC, an
affiliate of Platinum Equity Capital Partners II, L.P., which
agreement is integral to the Modified Plan.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate & Meagher &
Flom LLP, in Chicago, Illinois, discloses that although the
Debtors believe that a reorganization plan is superior to an
asset sale because it provides a comprehensive resolution to
their Chapter 11 cases and provides the opportunity for value to
be distributed to general unsecured creditors, the Debtors have
also committed to a sale of the company to the potential buyers
pursuant to Section 363 of the Bankruptcy Code if sufficient
stakeholder support can not be obtained to achieve confirmation
and substantial consummation of the Modified Plan.  The Debtors
hope to close the transactions contemplated under the Master
Disposition Agreement on or before July 31, 2009.

Since those transactions are complicated subject to foreign
governmental approval regarding investment, antitrust,
monopolization, restraint of trade and competition antitrust, the
Debtors acknowledge that the closing may not occur by July 31,
2009.  That closing, however, must occur by September 30, 2009, or
the parties can terminate the Disposition Agreement, Mr.
Butler states.

In addition, if procedures established by the Amended
Modification Procedures Order result in the Debtors' seeking to
consummate an alternative transaction to the Master Disposition
Agreement, the Debtors may need additional time to consummate
that transaction, Mr. Butler points out.

Against this backdrop, the Debtors believe that further extension
of the Exclusive Periods is justified.  The Debtors specifically
ask Judge Drain to further extend the exclusivity period, solely
as between them and the Official Committee of Unsecured
Creditors, to:

(a) file a plan of reorganization, through and including
     September 30, 2009; and

(b) solicit acceptances of that plan, through and including
     November 30, 2009.

Delphi's current Exclusive Plan Filing Period expires on July 31,
2009, and the Exclusive Solicitation Period ends September 30,
2009.

Mr. Butler avers that the Debtors have made progress in their
reorganization and that among others:

  * The Debtors have obtained Court approval of the Supplement
    to the Modified Plan and have commenced solicitation with
    respect to the Modified Plan;

  * Pursuant to the transactions contemplated under the Master
    Disposition Agreement, the Debtors would get $3.6 billion in
    emergence capital and capital commitments;

  * The Debtors have obtained Court approval of the Amended and
    Restated GM-Delphi Arrangement, whereby GM will provide an
    additional $250 million in interim financing to the Debtors;

  * The Court granted the Debtors' motion asserting the prior
    lien defense and reclassifying reclamation claims as general
    unsecured claims, subject to settlement of the proposed
    order upon reclaiming creditors;

  * The Debtors have reconciled 17,000 proofs of claim filed in
    their Chapter 11 cases, aggregating $34 billion in
    liquidated amounts plus certain unliquidated amounts.  As of
    June 30, 2009, the Debtors have objected to 14,000 claims,
    asserting $10.3 billion, and the Court has granted relief
    with respect to $10.5 billion in asserted liquidated claims;

  * The Debtors have filed their 34th Omnibus Objection to
    Claims;

  * The Debtors participated in the judicial mediation before
    Judge Cecila Morris with other parties-in-interest,
    including the Committee, the DIP Lenders, GM, and the U.S.
    Department of the Treasury's Auto Task Force;

  * The Debtors entered into further amendments with the
    requisite DIP Lenders to the DIP Accommodation Agreement,
    which extended the date on which the Accommodation Period
    would end if the requisite DIP Lenders have not delivered a
    notice indicating approval of a term sheet by July 7, 2009;

  * The Debtors obtained Court approval for the establishment of
    July 15, 2009, as the administrative claim bar for filing
    proofs of administrative expense with respect to an alleged
    postpetition claims against the Debtors through June 1,
    2009; and

  * The Debtors advanced an action against the Plan Investors
    and related parties with respect to the Investors' refusal
    to honor their commitments under the Equity Purchase and
    Commitment Agreement by conducting depositions of expert
    witnesses, by serving their opposition to Goldman Sachs &
    Co.'s summary judgment motion, and by completing oral
    arguments related to that summary judgment motion.

Mr. Butler says the Debtors have continued to negotiate with
certain of their stakeholders, including JPMorgan Chase Bank,
N.A., as DIP Agent, and the requisite DIP Lenders.   The Debtors,
he adds, continue to pay their bills as they become due,
including the statutory fees paid quarterly to the United States
Trustee for Region 2.

However, Mr. Butler notes that the tasks of closing the
transactions contemplated under the Master Disposition Agreement
and Court approval of the Modified Plan remain as unresolved
contingencies in the Debtors' Chapter 11 cases.  Moreover, the
Debtors face several challenges that are unique to the distressed
automobile industry, he avers.  Nevertheless, Mr. Butler
maintains that the Debtors' request for further extension of the
Exclusive Periods is not a negotiation tactic.

Judge Drain will consider the Debtors' request on July 23, 2009.
Objections are due July 16.

                         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)


DETROIT PUBLIC: May File for Bankruptcy to Cut Costs
----------------------------------------------------
Darrell Preston at Bloomberg News reports that Detroit Public
Schools, which has experienced budget deficits for seven years,
may consider filing for bankruptcy protection to sell off assets
and cut costs.

Citing Mr. Wasko, Bloomberg states that Robert C. Bobb, who
Michigan Governor Jennifer Granholm appointed in January as
emergency financial manager for Detroit Public, recommended
bankruptcy as an option for addressing deficit.  According to
Bloomberg, Mr. Bobb proposed a $1.18 billion budget for fiscal
2010 that would result in the district generating $17.4 million
more revenue than it spends.  A budget report says that the
$1.18 billion budget doesn't erase a $276.8 million deficit from
fiscal 2009 and prior years.  Bloomberg quoted Mr. Wasko as
saying, "To cut spending to the levels needed to pay off this
deficit would take 80 percent to 90 percent of our revenue.
That's not something parents would have any interest in
accepting."

The budget document shows that that since Gov. Granholm appointed
Mr. Bobb, he has closed 29 schools and fired 17.7% or 2,451
workers, as part of an effort to lessen costs and restructure
underperforming schools.

Bloomberg states that the district has $1.6 billion of debt, which
might be reorganized or restructured in bankruptcy.  The district
said in its financial statement that it borrowed $210 million in
2005 to cover its deficit in a deal that added $20 million a year
to annual debt service through 2020.

Citing Mr. Wasko, Bloomerg states that school officials have met
with retired bankruptcy judge Ray Reynolds Graves and other
attorneys to discuss whether Chapter 9 bankruptcy, which is for
government entities, would be good for the district.

Detroit Public Schools is a school district that covers all of the
city of Detroit, Michigan, United States.  The district had 194
schools as of 2008.


DIAL-A-MATTRESS: Blames Woes on Stores & Clash in Management
------------------------------------------------------------
Sarah E. Needleman at The Wall Street Journal reports that
Napoleon Barragan -- owner of Dial-A-Mattress, which is being
acquired by Sleepy's LLC -- blamed the Company's financial
problems on its stores as well as a culture clash brought on by
new management.

Citing Mr. Barrragan, WSJ says that several stores quickly failed
as they were located in secondary retail areas selected for their
low rents.  WSJ relates that Mr. Barragan said that he probably
should have opened a handful of stores in prime locations and
concentrated on his original direct-marketing formula.

Newly hired executives also often clashed with Dial-A-Mattress'
entrepreneurial culture, WSJ reports.  The report quoted Joe
Vicens, a company veteran who became chief operating officer of
national sales in 2006, as saying, "The constant battling led to a
loss of opportunities."  It also led to poor communication among
Dial-A-Mattress' management, the report states, citing Messrs.
Barragan and Vicens.  This led to a failure to recognize that
poorly located showrooms were damaging the bottom line, even as
overall revenues were rising due largely to Internet and phone
sales, the report states.  According to the report, Mr. Barragan
said, "If you don't know how much you are losing, it's difficult
to prevent that from continuing to happen."

Mr. Barragan admitted that he should have "groomed internal
talent" for some management positions and worked on "a more
unified culture," WSJ reports.

Founded in 1976, 1800mattress.com -- http://www.1800mattress.com/
-- is the leading national multi-channel (internet, chat, call
center and showrooms) retailer of mattresses, box springs and
bedding products.  It features products by all major brands,
including custom sizes, sofa beds, Murphy beds, futons, and
adjustable and organic beds.

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. et al. (Bankr. E.D.N.Y. Case No. 09- 41966).  1-800-Mattress
Corp. and Dial-A-Mattress countered by filing voluntary Chapter 11
petitions.

Marc L. Hamroff, Esq., Leslie A. Berkoff, Esq., and Theresa A.
Driscoll, Esq., at Moritt Hock Hamroff & Horowitz LLP, serve as
the Debtors' counsel.


DONALD BARUCH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Donald E. Baruch
        218 E. Bearss Ave., Ste 405
        Tampa, FL 33613

Bankruptcy Case No.: 09-14825

Chapter 11 Petition Date: July 10, 2009

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

Judge: K. Rodney May

Debtor's Counsel: Paul DeCailly, Esq.
                  DeCailly PLC
                  3111 W. Martin Luther King Blvd, Suite 100
                  Tampa, FL 33607
                  Tel: (813) 286-2909
                  Fax: (866) 906-5977
                  Email: pdecailly@pdlaw.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 Mr. Baruch.


DYNAMOTIVE ENERGY: Net Loss Rises to $1.6MM in First Quarter
------------------------------------------------------------
Dynamotive Energy Systems Corporation reported its financial
results for the three months ended March 31, 2009.

At March 31, 2009, the Company's balance sheet showed total assets
of US$33,247,363, total liabilities of US$12,933,207 and
shareholders' equity of US$20,314,156.

For the three months ended March 31, 2009, the Company posted a
net loss of US$1,691,199 compared with a net loss of US$1,432,819
for the same period in the previous year.

In a Form 20-F filed with the Securities and Exchange Commission
on July 7, 2009, the Company related that the ability of the
Company to continue as a going concern is in substantial doubt and
is dependent on achieving profitable operations, commercializing
its BioOil production technology and obtaining the necessary
financing in order to develop this technology.  The outcome of
these matters cannot be predicted at this time.  The Company said
its future operations are dependent on the market's acceptance of
its products in order to ultimately generate future profitable
operations, and the Company's ability to secure sufficient
financing to fund future operations.  There can be no assurance
that the Company's products will be able to secure market
acceptance.  Management plans to raise additional equity financing
to enable the Company to complete its development plans.

A full-text copy of the financial result for three months ended
March 31, 2009, is available for free at:

               http://ResearchArchives.com/t/s?3f1d

Dynamotive Energy Systems Corporation (OTC BB: DYMTF.OB) --
http://www.dynamotive.com/-- is an energy solutions provider
headquartered in Vancouver, Canada, with offices in the United
States, United Kingdom and Argentina.  Its carbon/greenhouse gas
neutral fast pyrolysis technology uses medium temperatures and
oxygen-less conditions to turn dry waste biomass and energy crops
into BioOil(TM) for power and heat generation.  BioOil(TM) can be
further converted into vehicle fuels and chemicals.


EAGLE CREEK: Court Says No to Substantive Consolidation
-------------------------------------------------------
WestLaw reports that a bankruptcy court would not exercise its
general equitable powers in order to order the substantive
consolidation of the separate Chapter 11 estates of limited
liability companies established to develop one specific tract of
land in different parts of North and South Carolina.  With the
possible exception of individual investors, parties had dealt with
the debtors as separate single purpose entities, and there was no
cross-collateralization between development projects.
Furthermore, the debtors' records were fairly accurate concerning
how funds were disbursed, and their records did not present the
degree of hopeless entanglement on which to base substantive
consolidation.  In re Eagle Creek Subdivision, LLC, --- B.R. ----,
2008 WL 5109782 (Bankr. E.D.N.C.).

Charlotte, North Carolina-based Eagle Creek Subdivision, LLC, and
its debtor-affiliates are real estate developers managed by
Landcraft Management LLC.  Eagle Creek owns 489 lots worth about
$24.5 million.  The companies are also known as Landcraft
Properties or Landcraft Communities.

Eagle Creek and some affiliates filed Chapter 11 petition on
June 27, 2008 (Bankr. E.D.N.C. Case No. 08-04292), followed by
more affiliates in September and October 2007.  Judge J. Rich
Leonard presides over the jointly administered cases.  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtors in their restructuring efforts.  Eagle Creek estimated
assets between $10 million and $50 million and debts between
$10 million to $50 million.


EDDIE BAUER: Bidders May Include Iconix, Hilco, Gordon Bros.
------------------------------------------------------------
Iconix Brand Group Inc., owner of the Rocawear brand, and
private-equity firm Golden Gate Capital and some liquidators may
be among the bidders at the July 16 auction for Eddie Bauer Inc.,
Bill Rochelle at Bloomberg News reported.  Liquidators who may bid
include Hilco Merchant Resources LLC and Gordon Brothers Group
LLC, Mr. Rochelle said, citing a person familiar with the process.

The U.S. Bankruptcy Court for the District of Delaware will
consider approval of the results of the July 16 auction at a sale
hearing on July 22.

As reported by the Troubled Company Reporter on July 1, 2009,
Eddie Bauer has obtained approval of a sale process under which,
an affiliate of CCMP Capital Advisors, LLC, will serve as stalking
horse bidder.  Absent higher and better bids at the auction, Eddie
Bauer will be sold to the CCMP affiliate for $202 million cash.

At the June 29 joint hearing, the Ontario Superior Court of
Justice approved a parallel sale of the Canadian side of the
business, Bloomberg's Bill Rochelle said.

                         About Eddie Bauer

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

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

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


EIGHTH AVENUE VENTURE: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Eighth Avenue Venture II, LLC
        702 NE 8th Avenue
        Delray Beach, FL 33483

Bankruptcy Case No.: 09-24125

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Ronald Lewis, Esq.
                  445 E Palmetto Park Rd
                  Boca Raton, FL 33432
                  Tel: (561) 367-1771
                  Fax: (561) 368-0293
                  Email: rlewis@beltlawyers.com

Total Assets: $926,951

Total Debts: $2,430,396

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

            http://bankrupt.com/misc/flsb09-24125.pdf


EPIX PHARMA: Delisting Cues End of Kingsbridge Investment Deal
--------------------------------------------------------------
EPIX Pharmaceuticals, Inc., on July 9, 2009, issued notice to
terminate, effective July 10, an agreement under which Kingsbridge
Capital Limited has a commitment to buy interests in EPIX.

The Committed Equity Financing Facility, which was entered into
pursuant to the Common Stock Purchase Agreement between
Kingsbridge and the Company, dated as of August 4, 2008, provided
for a three-year commitment by Kingsbridge to purchase up to
approximately 8.3 million newly-issued shares of the Company's
common stock in tranches that would be issued and priced at a
discount ranging from 6% to 12% depending on the volume-weighted
average price of the Company's Common Stock during an eight-day
pricing period.

As conditions to any draw-down under the CEFF by the Company,
however, the closing price of the Company's Common Stock was
required be at least $1.25 per share and the Common Stock was
required to be listed on The NASDAQ Stock Market or another
specified national securities exchange, in each case, on the day
before the commencement of the draw-down.  The Company's Common
Stock was delisted from the NASDAQ Capital Market on May 14, 2009.

Prior to termination, the Company conducted one draw-down under
the CEFF, in September 2008, pursuant to which the Company issued
to Kingsbridge 94,627 shares of Common Stock at an aggregate
purchase price of $113,750.

The delisting of the Company's common stock was a "Designated
Event" under the Indenture, dated as of June 7, 2004, by and
between the Company and U.S. Bank National Association, as
amended, governing the Company's remaining $3.2 million aggregate
principal amount of 3% Convertible Senior Notes Due 2024.  The
Company retired $96.8 million of the original $100 million
aggregate principal amount of Notes in connection with an exchange
offer that was consummated on May 7, 2009.  As a result of the
occurrence of the Designated Event, in accordance with and
pursuant to the terms of the Indenture, each holder of the
outstanding $3.2 million aggregate principal amount of the Notes
has the right, at its option, to require the Company to repurchase
in cash such holder's Notes at 100% of the principal amount of the
Notes, plus accrued and unpaid interest.

Under the Indenture, the Company was required to send a notice
regarding this option to the holders of the Notes by June 3, 2009.
The Indenture required the Company to repurchase any submitted
Notes on a date fixed by the Company that is no earlier than 30
business days and no later than 45 business days following the
date of the notice sent to holders.

In April, as reported by the Troubled Company Reporter, EPIX
Pharmaceuticals said it was looking to raise at least $50 million
from a capital raising transaction prior to the end of August
2009.  As of December 31, 2008, the Company had $24.6 million of
cash and cash equivalents to fund future operations.  It believes
that its cash and cash equivalents, along with anticipated revenue
that it expects to earn during the first half of 2009, will fund
its operations only through the end of August 2009.  If it is
unable to obtain additional capital to fund operations beyond
August 2009, it will not be able to sustain operations and would
be required to cease operations or seek bankruptcy protection.

In March, the Company tried to reduce its cost structure by
eliminating approximately 50% of its workforce, narrowing the
focus of its research and development efforts to its lead clinical
programs, PRX-03140 being developed for the treatment of
Alzheimer's disease and PRX-08066 being developed for the
treatment of pulmonary hypertension associated with chronic
obstructive pulmonary disease, and it partnered preclinical
programs with SmithKline Beecham Corporation (GlaxoSmithKline) and
Cystic Fibrosis Foundation Therapeutics, Incorporated.  It also
reduced its research and development obligations under its
collaboration agreement with GlaxoSmithKline through September 13,
2009, for programs other than the PRX-03140 program.  The Company
noted that, in addition to reducing its future net expenses, these
efforts also significantly reduced its ability to achieve
projected revenues.

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.


EPIX PHARMA: Repurchases 3% Notes Due 2024 Held by Citi, Loomis
---------------------------------------------------------------
EPIX Pharmaceuticals, Inc., on July 9, 2009, entered into a
privately negotiated Exchange Agreement with Citigroup Global
Markets Inc. to purchase $2.896 million aggregate principal amount
of the Company's 3% Convertible Senior Notes due 2024 held by
Citigroup, including accrued but unpaid interest on the Citigroup
Notes.  The purchase price for the Citigroup Notes consisted of
$521,280 in cash and 3,644,352 shares of the Company's common
stock, par value $0.01 per share.

Also on July 9, the Company entered into a privately negotiated
Note Purchase Agreement with Loomis, Sayles & Company, L.P., to
purchase $215,000 aggregate principal amount of the Company's 3%
Convertible Senior Notes due 2024 held by Loomis, including
accrued but unpaid interest on the Loomis Notes.  The purchase
price for the Loomis Notes consisted of $74,413.65 in cash.

The Company consummated the purchase of the Citigroup Notes and
Loomis Notes on July 9.  After consummation of the purchase of the
Citigroup Notes and Loomis Notes, $50,000 aggregate principal
amount of the Company's 3% Convertible Senior Notes due 2024
remain outstanding.

The issuance of the Common Stock to Citigroup in exchange for the
Citigroup Notes was made by the Company pursuant to the exemption
from the registration requirements of the Securities Act of 1933,
as amended, contained in Section 3(a)(9) thereunder on the basis
that the transaction constituted an exchange with an existing
holder of the Company's securities and no commission or other
remuneration outside the consideration under the Exchange
Agreement was paid or given directly or indirectly to any party
for soliciting such exchange.

The Company's Common Stock was delisted from the NASDAQ Capital
Market on May 14, 2009.  The delisting was a "Designated Event"
under the Indenture, dated as of June 7, 2004, by and between the
Company and U.S. Bank National Association, as amended, governing
the Company's remaining $3.2 million aggregate principal amount of
3% Convertible Senior Notes Due 2024.  The Company retired
$96.8 million of the original $100 million aggregate principal
amount of Notes in connection with an exchange offer that was
consummated on May 7, 2009.  As a result of the occurrence of the
Designated Event, in accordance with and pursuant to the terms of
the Indenture, each holder of the outstanding $3.2 million
aggregate principal amount of the Notes has the right, at its
option, to require the Company to repurchase in cash such holder's
Notes at 100% of the principal amount of the Notes, plus accrued
and unpaid interest.

Under the Indenture, the Company was required to send a notice
regarding this option to the holders of the Notes by June 3, 2009.
The Indenture required the Company to repurchase any submitted
Notes on a date fixed by the Company that is no earlier than 30
business days and no later than 45 business days following the
date of the notice sent to holders.

In April, as reported by the Troubled Company Reporter, EPIX
Pharmaceuticals said it was looking to raise at least $50 million
from a capital raising transaction prior to the end of August
2009.  As of December 31, 2008, the Company had $24.6 million of
cash and cash equivalents to fund future operations.  It believes
that its cash and cash equivalents, along with anticipated revenue
that it expects to earn during the first half of 2009, will fund
its operations only through the end of August 2009.  If it is
unable to obtain additional capital to fund operations beyond
August 2009, it will not be able to sustain operations and would
be required to cease operations or seek bankruptcy protection.

In March, the Company tried to reduce its cost structure by
eliminating approximately 50% of its workforce, narrowing the
focus of its research and development efforts to its lead clinical
programs, PRX-03140 being developed for the treatment of
Alzheimer's disease and PRX-08066 being developed for the
treatment of pulmonary hypertension associated with chronic
obstructive pulmonary disease, and it partnered preclinical
programs with SmithKline Beecham Corporation (GlaxoSmithKline) and
Cystic Fibrosis Foundation Therapeutics, Incorporated.  It also
reduced its research and development obligations under its
collaboration agreement with GlaxoSmithKline through September 13,
2009, for programs other than the PRX-03140 program.  The Company
noted that, in addition to reducing its future net expenses, these
efforts also significantly reduced its ability to achieve
projected revenues.

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.


FINN NICKEL: Initiates Voluntary Bankruptcy Proceedings
-------------------------------------------------------
Belvedere Resources Ltd. reported that that its subsidiary, Finn
Nickel OY has decided to initiate voluntary bankruptcy
proceedings.  Voluntary bankruptcy proceedings will not impact the
solvency of the parent company or Belvedere Resource Finland OY.
Belvedere Resources Finland OY holds the gold assets of the group.

Further to Belvedere's press release of July 7, 2009, the
negotiations between Finn Nickel and other parties, that would
have enabled Finn Nickel to continue, have, despite management's
and its principle creditor's best attempts, proved unsuccessful.
Given the grave cash position of Finn Nickel, its current
liabilities and no foreseeable way in the short term, to generate
revenues or to re-capitalize; the board of Finn Nickel has
instructed Finn Nickel management to immediately initiate
proceedings for voluntary bankruptcy.

Finn Nickel's main assets include the Hitura and Sarkiniemi nickel
mines, the Hitura and Luikonlahti processing plants, the permitted
Hautalampi Ni-Co-Cu project and a number of exploration
properties.  Belvedere remains the largest creditor of Finn
Nickel.

Finn Nickel OY is a wholly-owned subsidiary of Belvedere Resources
Ltd., a company based in Vancouver, Canada.


FITNESS MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fitness Management Group, Inc.
           fdba Peak Fitness XI, LLC
           fdba Peak Fitness Lake Norman, LLC
           fdba Peak Fitness Fuquay Varina, LLC
           fdba Peak Fitness Training, LLC
           fdba Peak Fitness Jonestown, LLC
           fdba Peak Fitness Lincolnton, LLC
           fdba Peak Fitness V, LLC
           fdba Peak Fitness Statesville, LLC
           fdba Peak Fitness Creedmoor, LLC
           fdba Advanced Body Solutions II, LLC
           fdba Peak Fitness III, LLC
           fdba Fitness Edge, LLC
           fdba Peak Fitness Pineville, LLC
           fdba Peak Fitness Xcel Xpress Concord, LLC
           fdba Peak Fitness Holdings, LLC
           fdba Peak Fitness, LLC
           fdba Fitness Equipment Exchange, LLC
           fdba Peak Fitness Greenville, LLC
           fdba Peak Fitness X, LLC
           fdba Peak Fitness Buck Jones, LLC
           fdba Peak Fitness 15501, LLC
           fdba Peak Fitness Knightdale, LLC
           fdba Peak Fitness IV, LLC
           fdba Peak Fitness Duraleigh, LLC
           fdba Peak Fitness Steele Creek, LLC
           fdba Peak Fitness Garner, LLC
           fdba Peak Fitness Laurens, LLC
           fdba Peak Fitness LN2, LLC
           fdba Peak Fitness Harrisburg, LLC
           fdba Peak Fitness Clemmons, LLC
           fdba Peak Fitness Wade Hampton, LLC
           fdba Peak Fitness WS, LLC
           fdba Peak Fitness Cedar Ridge, LLC
           fdba Peak Fitness II, LLC
           fdba Peak Fitness Yadkinville, LLC
           fdba Peak Fitness Xcell Xpress Rock Hill, LLC
           fdba Peak Fitness Maynard, LLC
           fdba Peak Fitness Peachwood, LLC
           fdba Peak Fitness University, LLC
           fdba GGCK, Inc.
        P.O. Box 2220
        Davidson, NC 28036

Bankruptcy Case No.: 09-31863

Chapter 11 Petition Date: July 10, 2009

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

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  Email: henderson@title11.com

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

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

Schedules of assets and liabilities attached to the Petition
showed that Fitness Management Group has $0 assets and $12,347,202
in debts, including $1,264,000 owed to secured creditors.

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/ncwb09-31863.pdf

The petition was signed by Jeff Stec, president of the Company.


FLEETWOOD ENTERPRISES: Has $28.9-Mil. Manufactured Housing Deal
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Fleetwood
Enterprises Inc., is selling its manufactured housing operation,
including eight plants, to Cavco Industries Inc. and Third Avenue
Value Fund for $28.9 million, absent higher and better offers for
the assets.  Under the proposed procedures submitted to the U.S.
Bankruptcy Court for the Central District of California, Fleetwood
will conduct an auction on August 7, if its receives qualified
bids by August 4.  It will seek approval of the results of the
auction at a sale hearing on August 12.

Founded in 1950, Fleetwood Enterprises, Inc., and its various
subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood employed 2,100
people in 14 plants located in 10 states.

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

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FLEMING ISLAND MEDICAL: Case Summary & 2 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Fleming Island Medical Building, Ltd.
        1590 Island Lane, Suite 28
        Fleming Island, FL 32003

Bankruptcy Case No.: 09-05663

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fleming Island Auto Service Center, Ltd.           09-05664
Island Walk, LLC                                   09-05666
East West Retail Center, LLC                       09-05667

Chapter 11 Petition Date: July 10, 2009

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

Debtor's Counsel: Kevin B. Paysinger, Esq.
                  Bankruptcy Law Firm of Lansing J. Roy
                  P.O. Box 10399
                  Jacksonville, FL 32247
                  Tel: (904) 391-0030
                  Fax: (904) 391-0031
                  Email: court@jacksonvillebankruptcy.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
2 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/flmb09-05663.pdf

The petition was signed by John W. O'Connor.


FLYING J: Merger Deal Allows Full Recovery to Creditors
-------------------------------------------------------
Flying J Inc. and Pilot Travel Centers LLC have entered into a
preliminary merger agreement that will provide a framework for
Flying J's core travel plaza business to emerge from Chapter 11
bankruptcy protection.  Under the terms of the Letter of Intent
filed with the U.S. Bankruptcy Court in Delaware, the value
indicated would allow all Flying J creditor obligations to be paid
in full.  Pilot has also agreed to provide $100 million in Debtor-
in-Possession financing for Flying J's operations, subject to
Court approval and various conditions.

"After a careful and exhaustive review of the alternatives
available, we have concluded that a merger with Pilot represents
the best possible outcome for Flying J, our creditors, our
customers, and our employees," said Crystal Call Maggelet,
Chairman of the Board of Flying J.  "Over the next few months, we
will negotiate definitive agreements to merge our companies.  This
transaction will allow us to emerge from the bankruptcy process
relatively quickly thereafter and to start a new chapter in the
Flying J story."

Jimmy Haslam, CEO of Pilot, said, "We believe that by combining
Flying J and Pilot we will better serve our customers by more
efficiently providing them with the products and services they
need.  We look forward to working closely with Flying J and its
employees during the Chapter 11 emergence process, and as we take
the next steps of a new beginning for both of our companies."

The preliminary merger agreement with Pilot pertains specifically
to Flying J's core travel plaza business, and it excludes Longhorn
Pipeline, Big West Oil, Flying J Oil & Gas, Haycock Petroleum, and
Transportation Alliance Bank.  Flying J is in the process of
pursuing or evaluating alternatives for each of these other
businesses.

Pilot's legal advisor is White & Case LLP.

                           About Pilot

Pilot Travel Centers LLC is the nation's largest retail operator
of Travel Centers, catering to the professional driver and
traveling motorist in 41 states with over 300 retail interstate
properties.  The company is headquartered in Knoxville, Tennessee
and employs 13,000 nation-wide.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

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


FONTAINEBLEAU: Banks Slam Lawsuit, Say Debtors Breached Pacts
-------------------------------------------------------------
Debtor Fontainebleau Las Vegas, LLC, sued a group of banks led by
Bank of America, N.A., as administrative agent, on June 9, 2009,
for alleged breach under their financing commitment to fund the
Debtor's multi-billion-dollar casino-resort development in Las
Vegas, Nevada.

The Debtor complained that BofA, along with Merrill Lynch Capital
Corporation, JPMorgan Chase Bank, N.A., Barclays Bank PLC,
Deutsche Bank Trust Company Americas, The Royal Bank of Scotland
PLC, Sumitomo Mitsui Banking Corporation New York, Bank of
Scotland, HSH Nordbank AG, New York Branch, and MB Financial
Bank, N.A., have "unjustifiably" failed and refused to provide
the $770,000,000 in revolver financing under certain credit
agreements aggregating $1.85 billion for the casino-resort
development.

The Debtor also alleged that Deutsche Bank encouraged other
revolver lenders to breach their obligations under the credit
agreement.

                      Banks Oppose Complaint

Defendants Bank of America N.A., Merrill Lynch Capital
Corporation, JPMorgan Chase Bank, N.A., Barclays Bank PLC,
Deutsche Bank Trust Company Americas, The Royal Bank of Scotland
plc, Sumitomo Mitsui Banking Corporation, Bank of Scotland plc,
MB Financial Bank, N.A., and HSH Nordbank AG, New York Branch,
dispute some of the facts alleged in the Complaint, which they
believe constitute an incomplete and misleading characterization
of their Credit Agreement with Debtor Fontainebleau Las Vegas.
LLC.

The Banks do not dispute that Fontainebleau Las Vegas, submitted
a March 2, 2009 Notice of Borrowing seeking $350 million under
the Delay Draw Term Loan and $670 million under the Revolving
Loan.  However, they do dispute any suggestion that the Notice of
Borrowing was proper under the Credit Agreement.  The Banks
assert that the Notice of Borrowing did not comply with the
provisions of the Credit Agreement, which required that "unless
the Total Delay Draw Commitments have been fully drawn, the
aggregate outstanding principal amount of all Revolving Loans . .
. [will] not exceed $150,000,000."

According to Mark D. Bloom, Esq., at Greenberg Traurig, P.A., in
Miami, Florida, the Notice of Borrowing also did not comply with
the Credit Agreement, because it sought to borrow an amount
that exceeded the availability under the Revolving Loans.

Moreover, the Banks assert that the Debtor breached the Credit
Agreement and defaulted on numerous covenants, terms and
conditions of the Credit and Disbursement Agreements, compliance
with which was a condition precedent to its right and ability to
borrow funds under the Credit Agreement.

Accordingly, the Banks assert that the Debtor acted inequitably
in keeping from the Banks the true facts about the status of the
Project and its problems.

In a separate filing, the Banks pointed out that the motion for
partial summary judgment should be denied because long before the
Debtor issued the March Notice of Borrowing, the Debtor has
materially and repeatedly breached the Credit Agreement that they
now ask the Court to "enforce" against the Banks.

"There are overwhelming indicia of numerous Fontainebleau
defaults and misrepresentations that give rise to myriad disputed
factual issues that Fontainebleau does not even try to address,"
Mr. Bloom notes.  "These fact issues are fatal to
[Fontainebleau's] tactical, premature, pre-discovery, pre-answer
Motion.  It is abundantly clear why Fontainebleau wants to
avoid discovery -- to keep its breaches, defaults and
misrepresentations from the Lenders and the Court. It is also
abundantly clear that the extraordinary 'relief' that
Fontainebleau seeks has no basis in law or fact."

Various parties submitted declarations in support of the Banks'
opposition to the Partial Summary Judgment Motion including:

  * Marc Costantino, executive director of JPMorgan Chase Bank,
    N.A., in the Credit Risk Management Group,

  * Valerie Shapiro, vice president of Deutsche Bank Trust
    Company Americas in the Workout and Restructuring group,

  * Robert W. Barone, a senior vice president and principal of
    Inspection and Valuation International, Inc.,

  * Henry Yu, senior vice president at Bank of America,

  * Charles Sullivan, group head and senior vice president in
    the Real Estate Department, Americas Division, at Sumitomo
    Mitsui Banking Corporation,

  * Henry Wessel, vice president of MB Financial Bank, N.A.,

  * Vlad Barshtak, vice president in the Global Restructuring
    Group of The Royal Bank of Scotland plc,

  * Aaron Rubinstein, Esq., a member at Kaye Scholer LLP,
    counsel to HSH Nordbank AG,

  * Daniel L. Cantor, Esq., a member at O'Melveny & Myers LLP,
    counsel to Bank of America, N.A. and Merrill Lynch Capital
    Corporation,

  * Jean-Marie L. Atamian, Esq., a member at Mayer Brown LLP,
    counsel to Sumitomo Mitsui Banking Corporation,

  * Anthony L. Paccione, Esq., a member at Katten Muchin
    Rosenman LLP, counsel to Bank of Scotland,

  * Thomas C. Rice, Esq., a member at Simpson Thacher & Bartlett
    LLP, counsel to Barclays Bank PLC, Deutsche Bank Trust
    Company Americas, JPMorgan Chase Bank, N.A., and The Royal
    Bank of Scotland plc, and

  * William M. Scott IV, Esq., partner at Sheppard Mullin
    Richter & Hampton LLP, counsel to bank of America, N.A.

     Fontainebleau Disputes Motion to Withdraw Reference,
              Seek Partial Summary Judgment

The Debtor assert that the Motion to Withdraw Reference is a
thinly veiled tactic designed to delay the resolution of their
exigent and case-dispositive claims against the Banks for breach
of their funding obligations.

The Debtor notes that the Banks' improper motivations were
revealed when they attempted to invoke the Withdrawal Motion as a
reason to deny the expedited schedule sought by Fontainebleau in
Court -- a schedule that was ultimately approved by Judge
Cristol.

The Debtor maintains that the outcome of its Complaint will
determine whether it will obtain the funds necessary to complete
construction and reorganize, or fail in that effort and,
regrettably, be compelled to liquidate their business.

In a separate filing, the Debtor asks the Court render partial
summary judgment with respect to a discrete legal issue --
whether the Banks breached the Credit Agreement by refusing to
honor the March 2 Notice -- and a single statutory remedy: a
turnover under Section 542 of the Bankruptcy Code.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, relates that the Debtor and the Banks
properly acknowledge that the Credit Agreement is unambiguous,
and accordingly can be interpreted as a matter of law without
resort to extrinsic evidence.

According to Mr. Baena, both the Debtor and the Banks also
acknowledge the remaining operative facts, and, in particular,
the chronology and correspondence pursuant to which the March 2
Notice was submitted and rejected.   Mr. Baena says that this is
precisely the type of issue meant to be dealt with by summary
judgment, and as the Court has already recognized in granting
expedition, a timely ruling will substantially improve the
likelihood of a reorganization.

Mr. Baena relates that the Banks have attempted to bury these
narrow legal issues in an avalanche of paper.  In an effort to
create an illusion of disputed "facts" and distract the Court
from the plain meaning of the Credit Agreement, the Banks have
submitted lengthy opposition papers including affidavits,
declarations and exhibits.  But, Mr. Baena argues, nothing in the
highly voluminous and repetitive submission raises a genuine
issue of material fact that can defeat summary judgment.

Moreover, Mr. Baena says, despite the Banks' assertion to the
contrary, the Debtor is not seeking specific performance on its
Summary Judgment Motion.  It is seeking only a statutory turnover
of property of the estate, Mr. Baena relates.

Jed I. Bergman, Esq., a member at Kasowitz, Benson, Torres &
Friedman LLP, submitted to the Court an affirmation in further
support of the Debtor's Motion for Partial Summary judgment.

         Banks Say Debtor Blatantly Mischaracterizes
                 Applicable Case Law In Making
                    Extraordinary Assertions

In response, the Banks argue that the Debtor blatantly
mischaracterizes applicable case law in making the extraordinary
assertion that, because the quintessential breach of contract
action is allegedly critical to the administration of their
estate, the Complaint is somehow transmogrified into a core
proceeding.

The Banks say that the sleight of hand should not be countenanced
as it ignores both Supreme Court and Eleventh Circuit precedent
that prepetition contract, tort, and equity claims based on state
law -- like those alleged by the Debtor -- are non-core claims,
regardless of the impact those claims might have on the estate.

Moreover, the Banks assert that it is the Debtor that has created
any alleged "delay" by initiating the non-core action in the
Court.  The Banks aver that prompt withdrawal of the reference is
the best way to ensure an expeditious and final resolution of the
dispute while promoting judicial efficiency.

               Committee Wants to Intervene

The Official Committee of Unsecured Creditors have asked the
Court's approval to intervene in the Complaint as a matter of
right under Rule 24 of the Federal Rules of Civil Procedure.

The Committee asserted that the Complaint is potentially the most
significant aspect of the Debtor's Chapter 11 case because its
outcome will have a significant and material effect on the claims
of all creditors in the cases, including those creditors holding
unsecured claims, for which the Committee is acting as a
fiduciary.

The Court, however, denied the Committee's request, without
prejudice.

Prior to the Court's ruling, the Banks argued that the Committee
has no basis to intervene because the fact that general unsecured
creditors might receive a benefit from a potential outcome of the
litigation does not give the Committee a legally cognizable
interest in the Complaint for purposes of Rule 24.

         Jeffrey H. Beck Appointed as Mediator

At the Court's directive, Mr. Baena notifies the Court and
parties-in-interest that pursuant to Local Rule 9019-2(B)(1) of
the United States Bankruptcy Court for the Southern District of
Florida, the Debtor and the Banks have selected Jeffrey H. Beck
as mediator.

               CCCS Seeks Protective Order

In response to a deposition notice and request for production of
documents issued by Barclays Bank, PLC, Deutsche Bank Trust
Company Americas, JP Morgan Chase Bank, NA, and Royal Bank of
Scotland PLC, CCCS International asks the Court enter a
protective order preventing the Banks from taking the deposition
of a CCCS representative and from requiring CCCS to produce
documents.

CCCS, which performs various construction management services for
the Debtor related to the Project, asserts that in addition to
the lack of sufficient notice, it cannot participate in the
deposition because of a substantial concern that it will be
pursued for violating an alleged confidentiality agreement.

Lawrence H. Meuers, Esq., at Meuers Law Firm, P.L., in Naples,
Florida, says that the Debtor has repeatedly warned that it will
indeed seek recovery under the confidentiality provision in the
event CCCS violates the section of a proposal for work at the
Project issued by the Debtor.

In any event, Mr. Meuers relates, any information CCCS may
possess is unrelated to the present contractual matter.  Mr.
Meuers avers that the Banks cannot establish good cause to
require the deposition of CCCS since there are other available
sources from which the Banks can readily obtain the same
information, and thereby avoid CCCS from being accused of
violating the confidentiality agreement and consequently being
subjected to a claim for damages.

The hearing on CCCS' request, originally scheduled for July 13,
2009, has been moved to July 20, at 10:00 a.m.

                 Debtor Favors Deposition

The Debtor informs the Court that CCCS's Motion was not filed at
the Debtor's request or encouragement.  To the contrary, the
Debtor relates, it only learned of CCCS's Motion hours before it
was filed when its counsel contacted CCCS's counsel to determine
logistical information about the deposition and document
production.

Mr. Baena avers that the Debtor has never invoked the
confidentiality provisions of its agreement with CCCS to
interfere with a subpoena.  The Debtor thus has no objection to
the CCCS deposition going forward.  While the information sought
by the Banks may raise confidentiality issues between the Debtor
and CCCS, any issues can be addressed in a customary
confidentiality agreement, a draft of which the Debtor is
prepared to draft and circulate to CCCS and the Banks.

Subject to the parties entering into a confidentiality agreement,
the Debtor suggests that the deposition of CCCS be coordinated
with party discovery in the adversary proceeding in a manner that
is consistent with Rule 45(c)(1) of the Federal Rules of Civil
Procedure.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court Extends Cash Collateral Use to Aug. 6
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
further authorized Fontainebleau Las Vegas Holdings, LLC and its
affiliates, on a second interim basis, to use the Cash Collateral
solely and exclusively for the disbursements set forth in their
Budget for the period from July 7, 2009, until the earliest to
occur of (a) the date that the Interim Order or a Final Order
ceases to be in full force and effect or (b) the occurrence and
continuation of a Termination Event.  A Termination Event will
constitute any of these events:

  * August 6, 2009;

  * the Debtors fail to comply with any of the terms of the
    Interim Order;

  * the Debtors seek any modification or extension of the
    Interim Order without the prior written consent of the Term
    Lender Steering Group, or any order be entered, other than
    with the consent of the Term Lender Steering Group,
    amending, supplementing, or modifying the Order in any
    material respect or terminating the use of Cash Collateral
    by the Debtors pursuant to the Interim Order;

  * the cumulative aggregate cash disbursements exceed 105% of
    cumulative aggregate amount of cash disbursements for four
    weeks projected in the Budget line "Weekly Subtotal" during
    the term of the Budget; and

  * an application filed by any Debtor for the approval of any
    Superpriority Claim or any lien in any of the Cases which is
    senior to the Adequate Protection Obligations or Adequate
    Protection Liens.

The Debtors' authority to use the Cash Collateral will
automatically terminate upon the occurrence of a Termination
Event, all without further order or relief from the Court, Judge
Cristol says.  All of the rights and protections provided to the
Prepetition Secured Parties under the Order will survive the
Termination Event.

From and after the Petition Date, all proceeds of the Collateral,
including all of the Debtors' existing or future cash and Cash
Collateral, will not be used to pay expenses of the Debtors or to
make debt payments except for those debt payments, expenses or
disbursements that are expressly permitted under the Order and
are consistent with the Budget.

Subject to entry of the Final Order, no administrative expense
claims will be charged or assessed against the Collateral or
attributed to the Prepetition Secured Parties with respect to
their interests in the Collateral pursuant to the provisions of
Section 506(c) or otherwise by, through, or on behalf of the
Debtors, without the prior written consent of the Term Lender
Steering Group, and no consent will be implied from any action
either with or without notice to, the Prepetition Agent or Term
Lender Steering Group.

Judge Cristol notes that the Prepetition Agent or the Term Lender
Steering Group have not consented to the use of Lender Funds
subsequent to the Petition Date.  Neither the Prepetition Agent
nor the Term Lender Steering Group have agreed to any use of
Lender Funds that occurred prior to the Petition Date, except if
the agreement was provided in writing.

The Debtors will, on or before July 20, 2009, at 4:00 p.m., serve
by United States mail, first class postage prepaid, copies of the
Cash Collateral Motion, the Interim Order, and a notice of the
Final Hearing or a further interim hearing to be held on July 27,
2009, at 2:00 p.m., to consider entry of the Final Order or
interim order, as the case may be, on the Interim Notice Parties.
Objections to the Motion are due on July 23, 2009, at 4:00 p.m.

A full-text copy of the Second Interim Cash Collateral Order is
available for free at:

  http://bankrupt.com/misc/FB_CashColl_2ndInterimOrd.pdf

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Las Vegas LLC's Schedules of Assets & Debts
----------------------------------------------------------
A.    Real Property
      Parcel 162-09-602-002 & 162-09-704-001            Unknown

B.    Personal Property
B.1   Cash on hand                                            $0
B.2   Bank Accounts
      Bank of America - 1233056005                            0
      Bank of America - 1233055997                            0
      Bank of America - 1233056968                            0
      Bank of America - 1233055973                        1,103
      Bank of America - 1233055959                            0
      Bank of America - 1233055954                            0
      Bank of America - 0049-6833-2450                  212,415
      Bank of America - 5010-0242-2583                        0
      Bank of America - 5010-0808-8743                      326
      Bank of America - 5010-0808-8730                  269,475
      Bank of America - 5010-0242-1021                 (245,588)
      Bank of America - 5010-0120-3813                4,914,086
      Bank of America - 5010-0120-3826                        0
      BofA Mutual Funds Services - 0238-5090110384  136,682,078
      BofA Mutual Funds Services - 0238-5090110385            0
      BofA Mutual Funds Services - 0576-5090110382   50,069,093
B.3   Security Deposits
      Architectural Materials, LLC                       37,525
      Bilzin Sumberg Baena Price                      1,000,000
      Brownstein, Hyatt, & Faber                         24,309
      Buchanan Ingersoll & Rooney PC                    458,563
      Chief Manufacturing                                24,663
      Communications Integrators Inc                     54,332
      Couristan Carpets                                  58,238
      Cummins-Allison Group                             109,113
      CVPS Inc                                           41,530
      Deco Lav, Inc                                     130,130
      DWI Holdings Inc                                1,856,023
      Fulbright & Jaworski LLP                           34,309
      Global Lighting                                   103,110
      Gray Bern Holdings                                 90,565
      Haycock Petroleum Co                               25,000
      Hennigan, Bennett & Dorman LLP                  4,550,000
      Hoshizaki Western Dc Inc                           98,284
      Inre Media                                         28,722
      International Bedding Co.                         349,939
      It Just Works Software Corp                       101,250
      Javse Realty                                       96,047
      Jefferies & Company                             1,250,000
      JL Furnishings, LLC                                80,335
      Kasowitz, Benson, Torres. & Friedman, LLP       1,300,000
      Kurtzman Carson Consultants                        50,000
      Lusive Decor                                       20,928
      Mark David                                         58,154
      Milliken & Company                                369,678
      Murrays Iron Works Inc.                           150,300
      Neidhardt, Inc.                                    87,973
      NV Gaming Control                                 192,941
      Paul, Hastings, Janofsky                           25,000
      Project Light LLC                                 946,005
      Prospetto Project Lighting                         64,498
      RJF International Corp                             26,235
      Sahara Las Vegas Corp                             100,000
      Schwimmer Drapery, Inc                            432,343
      Sitrick And Company Inc                            80,000
      Still, LLC                                         32,061
      Surrounding.Com                                    21,212
      Tai Ping Carpets                                  138,159
      Tekvisions, Inc                                    91,000
      The Conran Shop                                     3,020
      The Dumbell Man Fitness Equip                      67,152
      The Rainmaker Group Las Vegas                      77,647
      Trans-Lux Corporation                             150,244
      Wolf Gordon                                        57,717
      Others                                            337,192
B.5   Art Objects & Other Collections
      A Gift from the Earth - Sculpture               1,000,000
      Abstract #144 - Painting                           40,500
      Art World (Hitting Las Vegas?) - Paintings (3)     24,000
      Back Side of Chaos - Black - Painting              25,000
      Back Side of Chaos - Blue - Painting               25,000
      Back Side of Chaos - Red - Painting                25,000
      Ballroom Chandelier - Sculpture                    60,000
      Black 101 (Tear Drop M Series) - Sculpture         25,000
      Blue 105 (Tear Drop M Series) - Sculpture          25,000
      Blue as Form of Night - Painting                   28,000
      By the River #2 - Painting                         48,000
      Chakra - Painting                                 230,000
      Cube 21 - Sculpture                                55,325
      Double Orange Coney Island Vodou - Painting        27,000
      Eye Candy - Painting                               36,000
      Fast Orange - Painting                             24,000
      Good and Bad Government - Painting                 50,000
      Green 102 (Tear Drop M Series) - Sculpture         25,000
      Gusher (formerly titled "Hex 2") - Painting        24,000
      Hi Fii - Painting                                  72,000
      In Time Like Glass - Painting                      47,812
      Index - Painting                                   45,000
      Lister - Painting                                  21,293
      Magical Space Forms - Painting                     58,500
      Multi -Color 104 - Sculpture                       25,000
      Ngaraunga Set 78 - drawing                         32,000
      Reflector Wizards - Painting                      200,000
      Reverse Atlas series (proof set) - Prints         Unknown
      Spinwheel - Paintings (58)                         58,000
      Spinwheel - Paintings (779)                       779,000
      Staring into the Sun - Painting                    27,000
      This Is It (All Blue Rain) - Painting              37,000
      Untitled - Painting                               120,000
      Untitled (blue) - Painting                         45,000
      Untitled (indigo) - Painting                       45,000
      Untitled (medium disc #2) - Painting               34,000
      Venus Bleue - Sculptures (30)                   1,300,000
      White 103 (Tear Drop M Series) - Sculpture         25,000
      Yellow Looshe - Painting                          225,000
      Others                                            197,136
B.9   Interests in Insurance Policies                          0
B.12  Interests in IRA, ERISA or other Pension Plans           0
B.13  Business Interests and stocks                            0
B.14  Interests in partnerships                                0
B.16  Accounts Receivable
      Fontainebleau Las Vegas Retail, LLC           134,263,464
B.18  Other Liquidated Debts                                   0
B.20  Contingent and noncontingent interest                    0
B.21  Other Contingent & Unliquidated Claims                   0
      Fontainebleau Las Vegas, LLC v. Bank of
      America, N.A. et al.                         Undetermined
      Nevada Dept of Taxation                           Unknown
B.23  Licenses and other general intangibles
      "Fontainebleau" Name Unknown Expires 6/5/2014,
      plus five year renewals unless notice of non-
      renewal six month prior to end of term            Unknown
      Development Agreement with Clark County           Unknown
B.24  Customer lists                                          0
B.25  Vehicles                                                0
B.27  Aircraft and accessories                                0
B.28  Office equipment, furnishings and supplies
      Computer Software Polaris                       1,478,501
      Computers and Computer Equipment                  501,516
      Furniture Fixtures & Equipment Polaris Office     189,114
      Office Furniture and Equipment Polaris Office     302,698
B.29  Machinery                                               0
      Administrative, Facilities and IT FF&E         20,178,256
      Common Area FF&E                               20,968,041
      Engineering Equipment Polaris Office               12,329
      Exterior Signage                               20,890,714
      Food and Beverage Operating Equipment           8,540,494
      Gaming FF&E                                     1,724,409
      Hotel Operating Equipment                       7,537,706
      Kitchen Equipment                                 879,231
      Rooms FF&E                                     39,752,813
B.30  Inventory                                               0
B.35  Other Personal Property                                 0

       TOTAL SCHEDULED ASSETS                      $469,794,286
       ========================================================

C.   Property Claimed as Exempt                              N/A

D.   Secured Claim
     Aztech Inspection Services LLC                    $667,739
     Bank of America                                  9,546,125
     Bank of America NA as Administrative Agent   1,036,666,666
     Barclays Bank Plc London                         9,347,467
     Desert Plumbing & Heating                          260,743
     Deutsche Bank AG New York                        6,580,079
     Duray JF Duncan Ind Inc                          5,884,363
     George M Raymond Co                              1,169,821
     Merrill Lynch Capital Services                   9,532,108
     Nedco Supply                                        61,260
     Quality Transportation                           1,084,456
     Royal Bank Of Scotland                          12,952,934
     Tractel LTD                                      1,184,023
     Turnberry West Construction                    345,399,009
     U.S. Bank Nat'l Assoc. as Indenture Trustee    675,000,000
     W R Grace & Co                                     Unknown
     Wells Cargo                                        Unknown
     Young Electric Sign Co                           9,200,266
     Others                                                   5

E.   Unsecured Priority Claims
     Biorato, Angelica                                    2,518
     Buzbee, Linda E                                      4,158
     Corral, Rene C                                       1,331
     Frost, Walter A                                      1,384
     Ghirardi, Darleen S                                 21,465
     Hernandez, Kathryn M                                18,257
     Herrell, Pamela S                                    2,077
     Hiromoto, Thelma                                     2,977
     Holloway, Maya L                                     2,610
     Nevada Dept Of Taxation                             36,524
     Ribeiro, Scott A                                    10,168
     Rod, Timothy J                                       8,046
     Samuels, Robert F                                    6,546
     Turner, Kathryn R                                   18,888
     Weiler, Gregg A                                      1,824
     White, Richard C                                    18,390
     Whitney, Paul R                                      5,933
     Others                                               2,408

F.  Unsecured Non-priority Claims
    See: http://ResearchArchives.com/t/s?3ee4       41,251,834

       TOTAL SCHEDULED LIABILITIES               $2,165,954,402
       ========================================================

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Las Vegas LLC's Statement of Financial Affairs
-------------------------------------------------------------
Howard C. Karawan, chief restructuring officer of Fontainebleau
Las Vegas, LLC, says that the company earned $35,890 from its
business operations during the two years before the Petition
Date:

        Period                        Amount
        ------                        ------
  01/01/09 - 05/31/09                $13,440
  01/01/08 - 12/31/08                 $1,200
  01/01/07 - 12/31/07                $21,250

FLV also earned an aggregate of $41,391,274, from sources other
than the operation of its business during the two years before
the Petition Date:

  Source                                     Amount
  ------                                     ------
  01/01/09 - 05/31/09 (Bank Interest/
                       Equipment Sale)       $528,448
  01/01/08 - 12/31/08 (Bank Interest)     $18,530,608
  01/01/07 - 12/31/07 (Bank Interest)     $22,332,218

FLV made payments or transfers to creditors within 90 days
immediately before the Petition Date, a list of which is
available for free at http://bankrupt.com/misc/FLV_SOFAs_3b.pdf

FLV also made payments totaling $862,413,057, to "insiders" as
defined in Section 101(31) of the Bankruptcy Code within one year
immediately preceding the Petition Date for the benefit of
creditors who are insiders.  A list of the Insider Payments is
available for free at http://bankrupt.com/misc/FLV_SOFAs_3c.pdf

FLV is a party to several lawsuits and administrative proceedings
within one year immediately preceding the Petition Date:

Suit Caption                 Nature                Status
------------                 ------                ------
Ann Stager, et al,           Development  All briefs have been
Petitioners, v.              Dispute      filed with the Court
Clark County                              with no oral argument
Board of Commissioners,                   scheduled per order
Respondent and                            of the Court.
Fontainebleau Las Vegas,                  Awaiting opinion.
LLC, Real Party in
Interest and Respondent
in Intervention

CCCS International v.         Breach of    A stipulation to
Fontainebleau Las Vegas,      Contract     extend time for
LLC, Fontainebleau Las                     Defendants to file
                                           answer has been
Vegas II, LLC and                          granted to June 15,
Fontainebleau Resorts, LLC                 2009

Fontainebleau Las Vegas       Breach of    Notice of dismissal
LLC v. Bank of America,       Contract     as to Camulos Master
N.A.; Merrill Lynch Capital                Fund LP on April 28,
Corporation; JPMorgan Chase                2009
Bank, N.A.; Barclays Bank
PLC; Deutsche Bank Trust
Company Americas; The
Royal Bank of Scotland PLC;
Sumitomo Mitsui Banking
Corporation New York; Bank
of Scotland; HSH Nordbank
AG, New York Branch; Camulos
Master Fund LP; MB Financial
Bank, N.A.

Mona Elmohamed v. ATC/        Personal     Discovery has
Vancom, Inc. d/b/a Citizens   Injury       officially closed
Area Transit; Henry L.        Action       with limited
Moore, Turnberry/Las Vegas                 discovery pending,
Boulevard, L.P., Turnberry/                specifically, the
Las Vegas Boulevard, Inc.,                 deposition of Henry
Turnberry/Las Vegas                        Moore, the bus driver
Boulevard, LLC, Turnberry                  and employee of
Pavilion Partners, Limited                 Defendant, Citizens
Partnership, Turnberry                     Area Transit. Trial
Pavilion Managers, Limited                 is set for
Partnership, Turnberry West,               September 9, 2009.
Inc.

FLV gave $10,000 as gifts and charitable contributions to
individuals and organizations within one year immediately
preceding the Petition Date:

Organization                 Date           Value
------------                 ----           -----
Opportunity Village      10/08/2008        $3,500
Opportunity Village      10/23/2008        $6,500

Within one year before the Petition Date, FLV also paid made
payments totaling $6,849,507, to law firms and other
professionals involved in the preparation of the Debtor's Chapter
11 petition.  A list of the professional fee payments is
available for free at http://bankrupt.com/misc/FLV_SOFAs_9.pdf

FLV also transferred properties, either absolutely or as
security, in the ordinary course of business one year before the
Petition Date:

                                      Property Description
Transferee               Date        and Value Received
----------               ----        --------------------
Wells Fargo NA        11/04/2008    Security interest in lease
                                     at Town Square Ste 300, 3rd
                                     FI, Building F securing
                                     $675 million mortgage notes

Bank of America NA    07/15/2008    Security interest in lease
                                     at Town Square Ste 300, 3rd
                                     FI, Building F securing
                                     $1,850,000,000 mortgage
                                     notes

FLV provided notice to a governmental unit of a release of
Hazardous Material on its sites:

                                     Date of
Site             Governmental Unit  Notice    Environmental Law
----             -----------------  -------   -----------------
2777 Las Vegas   State of Nevada    03/14/08  CERLA 107(q) and
Blvd. South      Dept. of                     Nev. Rev. Stat.
Las Vegas, NV    Environment                  Section
89109            Protection                   459.930.6(c)

2777 Las Vegas   State of Nevada    02/01/07  NAC 445A.227.1
Blvd. South      Dept. of
Las Vegas, NV    Environment
89109            Protection

FLV has been a member of a consolidated group for tax purposes
within six years immediately prior to the Petition Date:

Parent Corporation                   Taxpayer I.D. Number
--------------                       --------------------
Fontainebleau Equity Holdings, LLC        20-8901639

Fontainebleau Las Vegas Holdings, LLC, owns 100% of Fontainebleau
Las Vegas, LLC's common stocks.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Requests Termination of Convention Center Lease
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and Tomorrow 33 Convention,
L.P. are parties to a lease agreement for the lease of Suites P-
100 and P-250 in the Plaza Building located at 101 Convention
Center Drive, in Las Vegas, Nevada, as amended on June 16, 2008.

By this motion, the Debtors seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida to reject
the 101 Convention Center Lease effective as of June 29, 2009.

As security for the 101 Convention Center Lease, the Landlord
received an irrevocable letter of credit from Bank of America,
N.A. for $117,630 and a cash deposit totaling $30,086.

On June 12, 2009, the Landlord provided the Debtors with a notice
of default under the 101 Convention Center Lease, asserting that
they owed approximately $30,195, in past due rental payments for
the month of June 2009.  The Landlord drew the full amount of the
LOC.

The Debtors then gave the Landlord formal written notification of
their intent to reject the 101 Convention Center Lease.  The
Debtors note that they no longer intend to use the Rental Space
as it is not necessary for an effective and efficient
reorganization of their estates.

                  About Fontainebleau Las Vegas

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

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

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

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


FORUM HEALTH: Pension Plan Underfunded by $207,300,000
------------------------------------------------------
The Pension Benefit Guaranty Corp. said that Forum Health's
pension plan is underfunded by an estimated $207,300,000 Vindy.com
reports.  Forum said in a July 6 statement that its pension plan -
- whose 7,132 participants have mostly retired -- is underfunded
by more than $100 million, but it didn't give a specific figure.

According to Vindy.com, Forum is seeking to end its pension plan
and turn it over to the PBGC.  Forum said in court documents that
its short-term survival will be threatened if it can't immediately
begin terminating the pension plan and turning it over to the
PBGC.

Vindy.com states that Forum also wants to void its nurses' and
service works' union contracts at Northside.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
are lead counsel to the Debtors.  The Debtors have also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  At the time
of its filing, Forum Health estimated that it had assets and debts
both ranging from $100 million to $500 million.


FRANCHI EQUIPMENT: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Boston Business Journal reports that Franchi Equipment Co. Inc.
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District Of Massachusetts, listing
estimated assets and debts of $500,000 to $1,000,000.

George J. Nader at Riley & Dever PC in Lynnfield, Massachusetts,
assists Franchi in its restructuring efforts.

Franchi Equipment Co. Inc. is based in Marlborough, Massachusetts.
Web sites run for the construction trade suggest that Franchi
serves companies in that sector.


FRONTIER AIRLINES: Court Approves Republic-Led Auction for Biz.
---------------------------------------------------------------
Judge Robert D. Drain of 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., disclosed a company statement dated
July 13, 2009.

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 time Frontier may seek higher or otherwise better
competing bids.  If Frontier identifies that bid, it can
terminate the Republic investment agreement and accept the other
offer.

Under the auction procedures approved by the Court, any interested
bidders must submit an initial proposal by Aug. 3, 2009, and a
final proposal by Aug. 10.  Frontier and its advisors, in
consultation with the Official Committee of Unsecured Creditors
appointed in Frontier's Chapter 11 cases, will conduct an auction,
if necessary, on Aug. 11 to consider all qualified proposals and
determine the highest or otherwise best proposal, the statement
added.

Frontier currently expects to emerge from Chapter 11 this autumn.

Prior to the Court's approval of the request, the Debtors
submitted to Judge Drain an amended proposed order reflecting
immaterial changes to the Investment Agreement and Auction
Procedures, a blacklined copy of which is available for free at:
http://bankrupt.com/misc/BlacklinedRepublicInvstmnt&Auction.pdf

                        Magin Reacts

James A. Magin, holder of 20,000 shares of Frontier stock, notes
that it is "disturbing" that the Republic Purchase Plan converts
current Frontier common shares to Republic equity, "and holders
of that equity will not receive any recovery."

According to Mr. Magin, the Plan should be rejected unless
equitable consideration is given to all Frontier stockholders.

                 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)


FRONTIER AIRLINES: Court OKs Entry of Bombardier Plane Financing
----------------------------------------------------------------
Judge Robert D. Drain the U.S. Bankruptcy Court for the Southern
District of New York, authorized the Debtors to negotiate,
finalize, enter into, and perform under, a definitive loan
documentation with Bombardier Inc.  The Loan would provide Lynx
Aviation, Inc., the Debtors' wholly owned subsidiary, with
secured postpetition financing in connection with the purchase of
MSN 4265, a Q400 Series aircraft.

The Court held that the Term Sheet governing the Loan
Documentation is fair and reasonable, reflects the Debtors'
exercise of prudent business judgment consistent with their
fiduciary duties, and constitutes reasonably equivalent value and
fair consideration.

Under the agreement, Bombardier has agreed to provide a loan to
Lynx for 70% of the Net Purchase Price -- or for a lesser
percentage as Lynx may designate -- to be disbursed in
conjunction with delivery of the Aircraft to the Debtors.  The
Loan will be (i) secured by the Aircraft and related collateral,
and (ii) guaranteed by Frontier due to be repaid on January 15,
2010.

The Court further authorized the Debtors to grant:

  (a) Bombardier administrative expense claims pursuant to
      Sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code
      under the Loan Documentation, and

  (b) valid first priority security interests in, and liens on,
      the Aircraft pursuant to Section 364(c)(2).

No other liens, will be granted to any third party on the
Aircraft.

Judge Drain modified the automatic stay under Section 362 of the
Bankruptcy Code solely to the extent necessary to permit
Bombardier -- upon a five-day notice to the Debtors and the
Official Committee of Unsecured Creditors -- to exercise remedies
in the event that the Debtors default under the Loan
Documentation without further Court order.

The Loan Documentation will constitute valid and binding
obligations of the Debtors.  No postpetition payment by, or
postpetition obligation of, the Debtors under the Loan
Documentation will be stayed, restrained, voidable or recoverable
under the Bankruptcy Code, Judge Drain ruled.

Prior to the Court's approval, the Debtors filed with the Court a
certificate of no objection to their request.

                 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: Court Directs Payments to Deutsche Bank
-------------------------------------------------------
Deutsche Bank Trust Company Americas, administrative agent for
lenders for debtors Fashion Show Mall, LLC and Phase II Mall
Subsidiary, LLC, which operate Fashion Show Mall, LLC, and
Shoppes at Palazzo, tells the Court that Fashion Show and Palazzo
failed to make interest payments calculated at LIBOR plus 600
basis points due June 1, 2009.  Instead, the Debtors sent a
payment reflecting an interest calculated at the much lower rate
of LIBOR plus 225 basis points.  As a result, Fashion Show is in
arrears for $2,085,776 in unpaid interest at the contract rate,
and Palazzo is in arrears for $806,073 in unpaid interest at the
contract rate.

Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York,
relates that the Debtors insisted that they had been invoiced of
the June 1 interest payment at the non-default interest of LIBOR
plus 225 basis points.  The Debtors also noted a case law
applying Section 506(b) of the Bankruptcy Code suggesting that
the appropriate rate of interest on the Fashion Show and Palazzo
Loans was within the limited discretion of the Court and that the
lower, LIBOR plus 225 basis points spread was appropriate.
Deutsche Bank disputes the Debtors' contentions that they had
been erroneously invoiced and demanded immediate payment of the
June 1 interest payment.  Mr. Rosenberg stresses that as of
June 16, 2009, the Debtors have not complied with Deutsche Bank's
demands and stated that they do not intend to pay the full amount
of contract rate interest.

Accordingly, Deutsche Bank asks the Court to:

  (i) enforce the Final Cash Collateral Order dated May 14,
      2009 by directing the Debtors to continue paying to
      Deutsche Bank the monthly interest at the rate of LIBOR
      plus 600 basis points; and

(ii) direct the Debtors to immediately pay the full amount of
      non-default contract rate interest due under the Loan
      Agreements, including (x) $2,085,776 to Deutsche Bank as
      Fashion Show Agent; and (y) $806,073 to Deutsche Bank as
      Palazzo Agent; and

Mr. Latham asserts that the Final Cash Collateral Order directed
compliance with the Debtors' prepetition obligations to pay non-
default contract interest to Deutsche Bank pursuant to loan
documents.  He argues that nothing in the Final Cash Collateral
Order permitted the Debtors to revise that rate, but the Debtors
did so, even after Deutsche Bank pointed out the error.
Accordingly, the Debtors have willfully violated the Court's
order, he asserts.  He also points out the application of Section
506(b) in this context is not even at issue because the Court's
order requiring payment of non-default contract rate interest as
adequate protection was made pursuant to Sections 361 and 363(e).

In furtherance of Deutsche Bank's Motion, Donald Berger and
Robert J. Rosenberg filed declarations, which are accessible for
free at:

  * Berger Declaration http://ResearchArchives.com/t/s?3ee8
  * Rosenberg Declaration http://ResearchArchives.com/t/s?3ee9

                        Debtors Respond

On behalf of the Debtors, Adam P. Strochak, Esq., at Weil,
Gotshal & Manges LLP, in New York, clarifies that the interest
rate set forth in the first and second amendments to the Loan
Agreements negotiated with Deutsche Bank and the Lenders -- LIBOR
plus 600 basis points -- is effectively a default interest and is
beyond the scope of adequate protection contained in the Final
Cash Collateral Order.

Mr. Strochak insists that the appropriate adequate protection
interest is LIBOR plus 225 basis points, which is the pre-
maturity, non-default rate of interest.  In this context, he
points out that the Court should not allow the form of the
amendments to trump the substance of the forbearance agreements,
and require the Debtors to pay an interest rate 375 basis points
higher than the pre-maturity, non-default rate and 75 points
higher than the default rate that would have been applicable had
the loans simply defaulted in November 2008.  As the interest
rates specified in the amendments were imposed only after the
defaults had occurred, those interest rates are default interest
rates, he maintains.

Moreover, Mr. Strochak emphasizes that regardless of the rate at
which current interest is paid as adequate protection, the
Debtors have already demonstrated that the properties are
adequately protected by the Debtors' comprehensive adequate
protection package.  The Debtors are thus providing the secured
creditors with adequate protection, he adds.  Indeed, he notes
that nothing precludes the Lenders from asking for additional
adequate protection as may be necessary.

Accordingly, the Debtors ask the Court to find that the
appropriate rate for the payment of current interest at "the non-
default contract rate set forth in the Adequate Protection
Party's credit documentation" is the pre-maturity, non-default
rate set forth in the Original Loan Agreements -- LIBOR plus 225
basis points.

                Court Rules in Deutsche Bank's Favor

Judge Gropper grants Deutsche Bank's Motion in its entirety.

Judge Gropper states that the Final Cash Collateral Order
requires the Debtors to pay the current interest as adequate
protection.  The Debtors are thus directed to pay to Deutsche
Bank the full amount of non-default contract rate interest due
from time under the Loan Agreements that is 30-day LIBOR plus 6%.
Those payments will include the payment tendered by Debtors on
June 1, 2009, (x) the payment of an additional $2,085,776 to
Deutsche Bank as the Fashion Show Agent and (y) the payment of an
additional $806,073 to Deutsche Bank as Palazzo Agent.

                       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 GROWTH: Intends to File Schedules by August 31
------------------------------------------------------
At the request of General Growth Properties Inc., Judge Allan
Gropper extended the time in which the Debtors must file their
schedules of assets and liabilities, statements of financial
affairs, and schedules of executory contracts and unexpired leases
through July 31, 2009.

Subsequently, the Debtors asked the Court to further extend the
time in which they must file their Schedules and Statements
through and including August 31, 2009.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, told the Court that the Debtors have been diligently
working to complete their Schedules and have made significant
progress.  However, the Debtors have determined that they will
not be able to complete their Schedules by the July 31 deadline,
and would require an additional 30-day extension to finalize
their Schedules in light of the size of their Chapter 11 cases
and ordinary course accounting procedures.

More importantly, Mr. Youngman stressed, the Debtors have focused
on various time sensitive aspects of their Chapter 11 cases,
including stabilizing their businesses and ensuring a smooth
transition into Chapter 11 while, at the same time, continuing to
run their business and conduct day-to-day operations.  He noted
that the transition into Chapter 11 for each of the 388 Debtors
has been complicated by the existence of 362 non-debtor entities
that continue to be integrated with the 388 Debtors.  Moreover,
as set forth in the Debtors' Motion to Extend Exclusive Periods,
the Debtors are resolving significant contingencies, which remain
pending, in their Chapter 11 cases, Mr. Youngman pointed out.
Given the magnitude of the continuing information gathering and
collation necessary to provide complete and accurate information
in their Schedules, more time will be required to complete the
Schedules, he insisted.

The Debtors assure the Court that the U.S. Trustee for the Region
2 has consented to their proposed extension.

Judge Gropper will consider the Debtors' Motion on July 28, 2009.
Objections are due July 23.

                       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 GROWTH: Proposes to Decide on All Leases by Nov. 12
-----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, General
Growth Properties Inc. and its affiliates ask the Court to extend
the period in which they may assume or reject unexpired leases,
through and including November 12, 2009.

Section 365(d)(4)(A) of the Bankruptcy Code provides for an
initial period of 120 days after the Petition Date during which a
debtor may assume or reject unexpired leases of nonresidential
real property under which the debtor is the lessee.  The Debtors'
Unexpired Leases will be deemed rejected on August 15, 2009,
unless (i) the Unexpired Leases are either assumed or rejected on
or before August 14, 2009, or (ii) the Lease Decision period is
extended pursuant to Section 365(d)(4).

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that since the Petition Date, the Debtors have
focused on stabilizing their businesses and ensuring a smooth
transition into Chapter 11 while, at the same time, focusing on
other time sensitive aspects of their Chapter 11 cases.  Against
this backdrop, he points out that the Debtors can not make any
determinations concerning the assumption or rejection of the
Unexpired Leases on or before August 14, 2009.  He also contends
that given the size and complexity of the Debtors' Chapter 11
cases, the Unexpired Leases may interrelate with the Debtors'
other contractual agreements and legal obligations with respect
to the property leased under the Unexpired Leases.  Thus, he
argues that the Debtors should not be forced at this early stage
of their bankruptcy cases to incur administrative claims or
reject what may prove to be valuable assets before they have had
a full opportunity to explore their options with respect to the
Unexpired Leases in the context of a reorganization plan.

Against this backdrop, Mr. Youngman argues that cause exists to
grant the Debtors' request.  For one, the Debtors are timely
paying for the use of the property leased under the Unexpired
Leases at the applicable lease rates and are continuing to
perform their obligations under those leases in a timely manner,
to the extent required by Section 365(d)(3), he notes.  He
further asserts that the Debtors' proposed extension of the Lease
Decision Period could not damage the lessors in an amount beyond
compensation as is available to the lessors under the Bankruptcy
Code.  Pending the Debtors' election to assume or reject the
Unexpired Leases, he assures the Court that the Debtors will
continue to perform all of their undisputed obligations arising
after the Petition Date, including payment of postpetition rent.
Accordingly, the proposed extension of the Lease Decision Period
will facilitate the Debtors' efforts to maximize value by
allowing them additional time to analyze the Unexpired Leases
thoroughly, he maintains.

Judge Gropper will consider the Debtors' request on July 22,
2009.  Objections are due July 16.

                       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 GROWTH: Wants Open Ended Deadline to Remove Civil Actions
-----------------------------------------------------------------
Pursuant to Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, General Growth Properties Inc. and its
affiliates ask the Court to extend the time within which they may
file notices of removal of civil actions and proceedings in state
and federal courts to which the Debtors are or may become parties,
until the date of entry of an order confirming any reorganization
plan in the Debtors' Chapter 11 cases.

Pursuant to Rule 9027(a)(2), the Debtors' existing removal action
period for civil actions that have not been stayed pursuant to
Section 362(a) of the Bankruptcy Code expires on July 15, 2009.
With respect to a postpetition Civil Action, the Debtors have
only thirty days from receipt to determine whether removal is
appropriate.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that since the Petition Date, the Debtors'
resources have been divided between the day-to-day demands of
operating their business and those matters that have arisen in
the course of their Chapter 11 cases.  He notes that the Debtors
and their employees have worked on time-consuming tasks,
including stabilizing their business operations, securing DIP
financing, preparing schedules of assets and liabilities and
statements of financial affairs, and responding to motions to
dismiss.  Against this backdrop, in less than three months since
the Petition Date, the Debtors have not had an opportunity to
thoroughly examine each of the civil actions to determine the
feasibility or benefit of removal, he points out.

Mr. Strochak discloses that the Debtors are involved in 600
prepetition lawsuits, many of which are subject to the automatic
stay.  In addition, the Debtors are aware of hundreds of personal
injury claims related to their shopping center operations that
were made against the company prepetition, but which have not yet
been relitigated and may ripen during the postpetition period.
Absent an extension of the Removal Period, the Debtors would be
compelled to remove many prepetition actions in order to preserve
their right to do so, he argues.  This scenario, he continues,
will prompt unnecessary litigation that might be avoided by
granting the Debtors additional time to assess their litigation
liabilities in light of a reorganization plan.  On the contrary,
he emphasizes that extension of the Removal Period will give the
Debtors the time necessary to comprehensively assess their
litigation docket and determine whether it is in their best
interest to remove any case to federal court under Rule 9027.
Extending the deadline for removal of actions will make
resolution of those cases more efficient, allowing the Debtors to
focus their immediate attention on their reorganization, rather
than on procedural aspects of prepetition litigation, he
maintains.

                           *     *     *

Judge Gropper will hear the Debtors' request on July 22, 2009.
Objections are due July 16.

In a bridge order, Judge Gropper rules that the Debtors' deadline
to file notices of removal of civil actions is extended until the
time that an order determining the Debtors' Motion is entered.

                       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 GROWTH: Wants Plan Filing Deadline Moved to February 2010
-----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor has the exclusive right to propose and file
a Chapter 11 plan.  Section 1121(c)(3) provides that if a debtor
files a plan within the 120-day Plan Period, it has a period of
180 days after the Petition Date to obtain acceptance of that
plan, during which time competing plans may not be filed.

General Growth Properties, Inc. and its debtor-affiliates'
exclusive plan filing period expires on August 14, 2009, and
exclusive solicitation period on October 13, 2009.

By this Motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend:

  (i) their Exclusive Plan Filing Period to February 26, 2010;
      and

(ii) their Exclusive Solicitation Period to that plan to
      April 23, 2010.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that although the Debtors' Chapter 11 cases are
less than three months, the Debtors have already made substantial
progress towards reorganization:

  * The Debtors' focus during the first 60 days of their Chapter
    11 cases was to stabilize their business, and obtain relief
    with respect to DIP Financing and authority to use cash
    collateral, the cash management system, employee
    compensation and benefits, insurance programs, among others.
    The Debtors completed a competitive DIP Financing and
    obtained use of cash collateral in one of the most
    challenging economic climates in history.

  * The Debtors have spent significant resources to managing
    the impact of filing 388 entities.  Given the
    interconnectivity among the 388 Debtors and the 362 non-
    debtors, this process involved the implementation of an
    extensive compliance system to ensure that the Debtors meet
    the requirements set forth in the Court's orders.

  * The Debtors have expended a significant amount on the
    litigation relating to motions to dismiss filed in their
    Chapter 11 cases.

  * The Debtors have worked diligently on time-consuming tasks
    for the administration of their Chapter 11 cases, including
    managing project level litigation; preparing schedules of
    assets and liabilities and statements of financial affairs;
    dealing with issues related to leases; working towards
    resolving material lawsuits; working with the U.S. Trustee
    for Region 2 to provide financial information; and complying
    with reporting requirements under the Bankruptcy Code.

Despite the progress made by the Debtors, Mr. Holtzer points out
that significant unresolved claims filed against the Debtors, and
the completion of the analysis of the Debtors' executory
contracts and unexpired leases, remain pending.  With respect to
the determination of outstanding claims, Mr. Holtzer says the
Debtors have been working steadfastly in preparing their
Schedules of Assets and Liabilities and Statements of Financial
Affairs.  Once the Schedules are filed, the Debtors can begin
assessing their prepetition claims, an essential element for an
effective Chapter 11 plan.  While many of those matters are
incidental to any Chapter 11 case, they are compounded by the
size and complexity of the Debtors' Chapter 11 cases, Mr. Holtzer
tells the Court.  Accordingly, he stresses that in light of the
Debtors' Chapter 11 cases, the Debtors' initial Exclusive Periods
do not provide the Debtors adequate time to develop a Chapter 11
plan.

Mr. Holtzer adds that the Debtors have sufficient liquidity and
are paying their dues as they come due.  In light of the Debtors'
steps toward a successful rehabilitation of their business, the
Debtors have sufficient resources to meet all required
postpetition payment obligations, he says.

Mr. Holtzer clarifies that the Debtors are not seeking the
extension to delay the reorganization to pressure creditors to
accede to a plan that is unsatisfactory to them.  On the
contrary, he notes, the Debtors' reorganization is proceeding at
a fast pace and their relationship with the Official Committee of
Unsecured Creditors and other creditors is cordial and
constructive.

Mr. Holtzer adds that the Debtors' proposed extension of the
Exclusive Periods is not a negotiation tactic but a reflection
that the Debtors' Chapter 11 cases are not yet ripe for the
formulation and confirmation of a viable Chapter 11 plan.  He
points out that the Debtors have consistently conferred with
their constituencies on all major substantive and administrative
matters in their Chapter 11 cases.  He assures the Court that the
proposed extension will not harm the Debtors' creditors, but will
increase the likelihood of a greater distribution to the Debtors'
stakeholders by facilitating an orderly, efficient and cost-
effective plan process for the benefit of all creditors.

                       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: Beijing Sees Opel as Global Stepping Stone
----------------------------------------------------------
Beijing Automotive Industry Holding Co. sees its acquisition of
General Motors Corporation's German unit, Adam Opel GmbH unit, as
a stepping stone towards expanding the Chinese automaker's global
presence.

A top executive of Beijing Automotive told the Wall Street Journal
that the Chinese automaker would aim to build Opel's brands in
China if it wins in the bidding for Opel.  The German government
has expressed support for Canadian autoparts maker, Magna
International Inc., as the winning bidder for Opel.  Magna's
financing for Opel is backed by a Russian bank, Sberbank Rossia,
and automaker OAO GAZ Group.  Reports said GM is in dispute with
Magna over the use of Opel's technology and the extent of the
Russian companies' access to GM's technology in Opel.

Beijing Automotive made a bid for Opel valued at EUR660 million.
Magna, according to the Journal, offered to invest EUR500 million.
A third bidder, Belgian RHJ International, also made a bid for
Opel.

The Journal, citing analysts, stated that a major obstacle in the
sale of Opel to Beijing Automotive is the fact that the Chinese
automaker could turn Opel into GM's competitor in China, the only
major car market still growing and one of the "few bright points"
in GM's global business in recent years.  The Beijing Auto
executive refuted the opinion arguing that its strategy would
benefit GM, which would continue to own 49% of Opel, the Journal
said.

                      About General Motors

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

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

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$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: In Talks for GM Daewoo Financing
------------------------------------------------
General Motors Company is in "constructive" negotiations with the
Korea Development Bank on providing new financing for GM Daewoo,
as confirmed by GM Chief Financial Officer Ray Young over Reuters
Television.

GM develops and produces fuel-efficient small cars through the
Daewoo brand, which accounts for about a quarter of GM's total
auto production.  KDB assisted GM's takeover of Daewoo Motor,
which ran bankrupt in 2002.  The Bank still holds a 22% stake in
the Daewoo, "making it the second-largest shareholder behind GM,"
according to the report.

South Korean officials have said that they are waiting see
resolution of New GM's restructuring before completing talks on
new financing support for GM Daewoo, Reuters noted.

Mr. Young told Reuters that GM Daewoo is "a critical element of
the new General Motors," offering strategic importance to the
Company.

                      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: In Talks on Providing DIP Loans to Visteon
----------------------------------------------------------
General Motors Corporation, Ford Motor Company, Chrysler Group LLC
and Nissan North America, Inc., are currently in discussions with
Visteon Corporation regarding the terms of a debtor-in-possession
credit facility to provide Visteon with sufficient financing to
continue its operations and restructuring efforts in its Chapter
11 case.  The DIP Facility may include the funding of certain of
Visteon's retention, severance and incentive plans.

GM opposed filed papers in the U.S. Bankruptcy Court for the
District of Delaware, which is overseeing Visteon's Chapter 11
case, asking the Delaware Court to deny Visteon's proposed
implementation of a Visteon Incentive Program and severance and
retention programs.  GM opposed the approval of the Proposed Plans
as it may jeopardize Visteon's ability to finalize the terms of
the DIP Facility by alienating the Proposed DIP Lenders.

James S. Yoder, Esq., at White and Williams LLP, in Wilmington,
Delaware, counsel to GM, says Visteon did not discuss the Proposed
Plans with the Proposed DIP Lenders prior to the filing of the
Motions.  He adds that the Proposed DIP Lenders have not yet
reached an agreement on the terms of the DIP facility or any
retention, severance or incentive plans to be included in and
covered by the DIP Facility.  Mr. Yoder adds that Visteon's
Motions are premature.

"If the DIP Facility is not finalized, the Debtors will have no
financing with which to fund the Proposed Plans," Mr. Yoder avers.

The Proposed Plans are expected to cost Visteon millions of
dollars, Bloomberg News said.

                      About General Motors

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

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

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$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: No Deal Yet With eBay for New GM Auto Auctions
--------------------------------------------------------------
eBay confirmed that no partnership has been forged with General
Motors Company, clarifying New GM's statement that it was heading
toward making car purchases more convenient through an eBay Motors
auction site, The New York Times reports.

"We are excited about a potential new adventure that supports GM's
dealers by expanding on how they already reach consumers through
new approaches.  [However], no plans have been finalized," Rob
Chesney, vice president of eBay Motors and Marketplaces, said in a
statement.

New GM Communications Vice President Tom Pyden told The New York
Times that GM and eBay had engaged in long-term discussions and
that "a partnership was in the works."

The test with eBay would let customers either buy new cars at
auction or at a fixed price using eBay's "Buy It Now" option,
according to the report.

                      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: Rejects Promotional Deals & Supply Contracts
------------------------------------------------------------
General Motors Corp., now known as Motors Liquidation Co., seeks
the U.S. Bankruptcy Court for the Southern District of New York's
authority to reject 19 executory contracts with these parties
effective August 3, 2009:

* Comcast Corp
* Edscha North America Inc.
* Electronic Data Systems Corporation
* Knowledge Learning Corporation
* ITT Automotive Electrical Systems, Inc.
* Karmann Manufacturing LLC
* Play by Play Sports, LLC doing business as Notre Dame Sports
   Properties

To be rejected are two promotional agreements, eight manufacturing
supply contracts for Pontiac vehicles, five manufacturing supply
contracts for Chevrolet vehicles, and four miscellaneous
contracts.

                      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: RHJ in Talks with GM Over Stake in Opel
-------------------------------------------------------
RHJ International said July 13 that it is in negotiations with
General Motors Corporation over the acquisition of a majority
stake in GM's European subsidiary Adam Opel GmbH, which includes
Vauxhall in the UK.  These discussions have been taking place over
a number of weeks and are at an advanced stage.

RHJ International (Euronext: RHJI) is a diversified holding
company focused on creating long-term value for its shareholders
by acquiring and operating businesses in attractive industries.
For further information visit http://www.rhji.com/

                      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: Six Directors Step Down From Old GM
---------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, informs the Securities and Exchanged that Erskine B.
Bowles, John H. Bryan, Armando M. Codina, and George M.C. Fisher
resigned as directors of the company on July 6, 2009.  Similarly,
Motors Liquidation says Eckhard Pfeiffer resigned as director on
July 7, 2009, and Karen Katen on July 8, 2009.

Motors Liquidation President Al Koch relates that the resignations
were effective immediately and were not due to any disagreement
with Old GM.

                      About General Motors

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

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

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

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

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: Toyota May Close Abandoned Joint Venture
--------------------------------------------------------
Toyota Motor Corp., may close New United Motor Manufacturing Inc.,
in Fremont, California, which was a joint venture abandoned by
General Motors Co.

As previously reported, GM confirmed in June 2009, that it is
terminating the NUMMI venture amid disagreements on the future
product to be manufactured at the facility. NUMMI has been run by
GM and Toyota since 1984, where Toyota manufactures the Corolla
sedan and the Tacoma pickup and GM makes the Pontiac Vibe
hatchback.

In response, Toyota said it is considering whether it's
economically feasible to build cars alone without GM.  Toyota
added, however, that it "must seriously consider dissolving the
venture under the current business environment."

                      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)


GJ DEVELOPMENT: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------
Debtor: GJ Development, LLC
        2185 Quail Court
        Grand Junction, CO 81507

Bankruptcy Case No.: 09-23832

Chapter 11 Petition Date: July 11, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Guy B. Humphries, Esq.
                  1801 Broadway, Ste. 1100
                  Denver, CO 80202
                  Tel: (303) 832-0029
                  Fax: (303) 382-4165
                  Email: guyhumphries@msn.com

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

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

A list of the Company's 10 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/cob09-23832.pdf

The petition was signed by Cliff Anson, manager of the Company.


GLASS WHOLESALERS: BofA to Sell Assets at July 23 Public Auction
----------------------------------------------------------------
Bank of America, N.A., will sell the collateral securing the
repayment of the indebtedness of Glass Wholesalers, Ltd., at a
public auction to be held at Katten Muchin Rosenman LLP, 525 West
Monroe Street, Chicago, Ilinois 60661 on July 23, 2009, at 9:00
a.m.

Bank of America is successor by merger to LaSalle - Business
Credit, LLC, as lender, pursuant to a Loan and Security Agreement
dated as of August 28, 2006, under which Glass Wholesalers, Ltd.,
was borrower, and an Assignment of Partnership Interests dated as
of August 28, 2006, with Charles R. Lawrence and GWI, LLC,

Included in the sale are:

(A) certain properties of the Borrower, whether now or hereafter
     owned, existing, acquired or arising and wherever now or
     hereafter located, including:

     -- all accounts, and all goods whose sale, lease or other
        disposition by the Borrower has given rise to Accounts
        and have been returned to, repossessed or stopped in
        transit by, Borrower;

     -- all chattel paper, instruments, documents and general
        intangibles;

     -- all inventory;

     -- goods (other than Inventory), including, without
        limitation, equipment, vehicles and fixtures;

     -- all investment property;

     -- all Deposit accounts, bank accounts, deposits and cash;

     -- all letter of credit rights;

     -- commercial tort claims;

     -- any other property of Borrower now or hereafter in
        Possession, custody or control of Lender or any agent or
        Any parent, affiliate or subsidiary of Lender or any
        Participant with Lender in the Loans for any purpose;

     -- all additions and accessions to, substitutions for, and
        Replacements, products and Proceeds for the foregoing
        Property and

(B) all of Mr. Lawrence's rights, title, and interest as a
     partner in Borrower; and

(C) all of GWI's rights, title, and interest as a partner in
     Borrower.

The assets will be offered for sale, in bulk, with reserve, and
sold to the highest bidder at the conclusion of the public
auction, as determined by Lender in its sole and absolute
discretion, on an "AS IS, WHERE IS" basis, with all faults,
without recourse, and without any express or implied
representations or warranties whatsoever.  All bidders will
present an earnest money deposit for not less than 25% of their
initial bid for the assets.

For further information concerning the sale, interested bidders
may contact:

     Joshua A. Gad-Harf, Esq.
     Katten Muchin Rosenman LLP
     625 West Monroe Street
     Chicago, Illinois 60661
     Tel: (312) 902-5208

The USGlass News Network reported July 14, 2009 that Bob Lawrence,
president of Glass Wholesalers, told USGNN that his company has
been negotiating a pay-off of the loan with BofA, but if no
agreement is reached, the Company "is prepared to make a
protective chapter 11 reorganization filing, and has arranged for
alternative Debtor-in-Possession funding with a major lender."

Based in Houston, Glass Wholesalers, Ltd., wholesales general
construction machinery & equipment, hardware, chemicals & allied
products, glass construction materials, and manufactures glass
doors.


GOLDEN LAND: Case Summary 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Golden Land, L.L.C.
        205 Sequoia Way
        Aptos, CA 95003

Bankruptcy Case No.: 09-55556

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Donald Charles Schwartz, Esq.
                  Law Offices of Donald Charles Schwartz
                  7960B Soquel Dr. #291
                  Aptos, CA 95003
                  Tel: (831) 685-4700

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

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

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

             http://bankrupt.com/misc/canb09-55556.pdf

The petition was signed by Wendell Gutter, member of the Company.


GREDE FOUNDRIES: Conway Del Genio Staff Is CRO
----------------------------------------------
At the request of Grede Foundries Inc., the U.S. Bankruptcy Court
for the Western District of Wisconsin has entered an order
allowing Conway Del Genio Gries & Co. LLC to provide restructuring
services, including having its member Eric W. Ek serving as chief
restructuring officer a the pendency of the Chapter 11 case of
Grede.

The firm has agreed to:

   a) provide Mr. Ek as CRO, who will report and be accountable to
      the board of directors and who will supervise and direct all
      other officers and employees of the Debtor except the
      chairman of the board;

   b) provide appropriate personnel to supervise accounting
      functions and direct the chief financial officer in the
      preparation of plans and strategies;

   c) gather and analyze data, interview appropriate management
      and evaluate the Debtor's existing financial forecasts and
      budgets to determine the extent of the Debtor's financial
      challenges;

   d) review the Debtor's current liquidity forecast and assist
      management in modifying and updating such forecasts based
      upon current information, the firm's observation and other
      information as it becomes available; and

   e) assist the Debtor in the evaluation of its business plan,
      preparing new plans and developing and modeling various
      strategic alternatives, including recommending strategic
      alternatives regarding in-court restructuring of some or all
      of the Debtor's current indebtedness, obligations or
      liabilities, including by way of a potential sale of all or
      part of the Debtor's assets or business;

The firm will be paid $175,000 per month for this engagement.

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

Based in Reedsburg, Wisconsin, Grede Foundries Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  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, and Kurtzman Carson
Consultants LLC as notice and claims agent.  In its Chapter 11
petition, the Debtor said it has $143,983,000 in assets and
$148,243,000 in debts.


GREDE FOUNDRIES: Wants More Time to File Schedules & Statements
---------------------------------------------------------------
Grede Foundries Inc. asks the U.S. Bankruptcy Court for the
Western District of Wisconsin for an additional 30 days to file
its schedules of assets and liabilities, and statements of
financial affairs.  Absent an extension, the Debtor would have
been required to file the schedules and statements on July 15,
2009.

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, and Kurtzman Carson
Consultants LLC as notice and claims agent.  In its Chapter 11
petition, the Debtor said it has $143,983,000 in assets and
$148,243,000 in debts.


GREEK CATHOLIC UNION: AM Best Affirms "cc" Credit Rating
--------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of C-
(Weak) and issuer credit rating of "cc" of Greek Catholic Union of
the USA (GCU) (Beaver, PA).  The outlook for both ratings is
negative.

Concurrently, A.M. Best has assigned a category NR-4 to the FSR
and an "nr" to the ICR in response to a request from GCU's
management.

Based in Beaver, Penn., the Greek Catholic Union of the USA --
http://www.gcuusa.com/-- is the oldest continuous fraternal
benefit society for Rusyn immigrants and their descendants in the
United States.  GCU operates largely as an insurance organization
with assets of over $500 million.  It also manages Seven Oaks
Country Club and a housing development community on its estate.


HALLWOOD ENERGY: Can Use $140,000 of FEI Shale Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved on July 2, 2009, Hallwood Energy, L.P., et al.'s
emergency motion to use cash collateral of FEI Shale, L.P., the
maximum amount of $140,000 for the month of June 2009.

Prepetition, FEI Shale advanced approximately $95 million under a
Farmount Agreement and has received approximately 20% of
Hallwood's interest in substantially all of its assets.

As approved by the Court, the Debtors will withdraw the funds from
a "project account" under the Farmount Agreement.  The Account had
$6.7 million as of the petition date.

The Debtors are allowed to use cash collateral to pay their G&A
expenses, excluding any amounts owed to the Hallwood Group
Incorporated.

Based in Dallas, Texas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation, engaging in the exploration, acquisition, development
and production of oil and gas properties.

The Company and five of its affiliates filed separate petitions
for Chapter 11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case
No. 09-31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick,
Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough
L.L.P., represent the Debtors in their restructuring efforts.
Blackhill Partners LLC serves as the Debtors' business consultant.
Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP, represents the
official committee of unsecured creditors.  In its bankruptcy
petition, Hallwood estimated having assets between $50 million and
$100 million, and debts between $100 million and $500 million.


HAWAII MEDICAL: Court Denies Plea to Extend Plan Exclusivity
------------------------------------------------------------
Linda Chiem at Pacific Business News reports that the Hon. Robert
Faris of the U.S. Bankruptcy Court for the District of Delaware
has denied Hawaii Medical Center LLC's request to extend its
exclusive period to file a Chapter 11 plan beyond July 15.

Pacific Business quoted Hawaii Medical Chief Operations and
Restructuring Officer Salim Hasham as saying, "While we believe
that our plan offers the best option for Hawaii Medical Center to
thrive and continue to serve the community, we know that others
have their own ideas for restructuring and we welcome their
participation in the process."

According to Pacific Business, the Hawaii Medical submitted its
plan on March 30.  As reported by the Troubled Company Reporter on
June 25, 2009, Judge Faris already approved Hawaii Medical's
disclosure statement.

St. Francis Healthcare System of Hawaii, one of Hawaii Medical's
creditors, filed an objection to the Company's disclosure
statement on Friday, claiming that the Debtor's reorganization
plan withheld pertinent information from creditors, Star Bulletin
relates.  Star Bulletin says that St. Francis Healthcare asked
that the Court let other parties to submit reorganization plans.

St. Francis Healthcare said in court documents that the plan is an
"ill-conceived and gap-filled effort" and Hawaii Medical officials
"merely seek to prolong exclusivity to maintain their head start
and to disadvantage others who seek a say in this reorganization,
an inappropriate use of exclusivity as a means to pressure
creditors and leverage parties in interest."

Pacific Business relates that St. Francis Healthcare said that it
will file its own reorganization plan for Hawaii Medical.

Pacific Business reports that creditors will vote to approve or
reject Hawaii Medical's plan sometime after a hearing scheduled
for August 3.

Hawaii Medical Center is the first for-profit, physician-owned
hospital in the state.  In January 2007, Hawaii Physician Group
LLC together with Cardiovascular Hospitals of America (CHA), a
leading U.S. hospital management company, established the new
Hawaii Medical Center with two hospital campuses on Oahu - HMC
West in Ewa Beach and HMC East in Liliha.  HPG membership is
nearly 130 physicians strong and the group retains 49% ownership
of HMC, with the other 51% retained by CHA.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HAWAII SUPERFERRY: Guggenheim Wants Parent Case Dismissed
---------------------------------------------------------
Hawaii Superferry Inc. filed a liquidating Chapter 11 plan that
projects a 2.2% recovery for unsecured creditors owed $25 million.
The principal asset is almost $700,000 in cash.

According to Bill Rochelle at Bloomberg News, while Guggenheim
Corporate Funding LLC says the operating company can go ahead with
its liquidating plan, it wants the Chapter 11 case of Hawaii
Superferry's parent dismissed.

Guggenheim is owed $51.7 million on notes issued by the holding
company HSF Holding Inc.  Guggenheim says dismissal of HSF's case
would let it recover $7.5 million held in escrow for its claim.

According to NetDockets, in support of its motion, Guggenheim
argues that cause for dismissal exists because there is "a lack of
good faith purpose" for HSF Holding's bankruptcy case.  Guggenheim
points to seven factors, which include, (i) The only asset in HSF
Holding's case is the Hawaii Superferry stock that is subject to
Guggenheim's lien, (ii) Guggenheim "appears to be the only
creditor" of HSF Holding, and (iii) HSF Holding has no on-going
business or employees.

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
scheduled to commence operations in early 2007.  HSF and Hawaii
Super Ferry filed for Chapter 11 on May 30, 2009 (Bankr. D. Del.
Case Nos. 09-11901 and 09-11902).  David B. Stratton, Esq., and
Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  When the Debtors sought
protection from their creditors, they listed assets and debts both
between $100 million and $500 million.


HAYES LEMMERZ: Aims to Force Purchase of Georgia Plant
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has lifted
the automatic stay to allow Hayes Lemmerz International Inc. to
proceed with a lawsuit against Punch Property International NV to
continue.  According to Bill Rochelle at Bloomberg News, Hayes and
Punch reached an agreement that would continue the pending
lawsuit, which arose in connection with the sale of a plant in
Gainesville, Georgia.

Mr. Rochelle recounts that the parties signed a contract last year
in which Punch Property would buy the facility for $5.13 million
when Hayes Lemmerz stopped operating at the plant.  After Hayes
Lemmerz halted operations, Punch Property didn't complete the
purchase.  Hayes Lemmerz sued, asking the court to force the buyer
to complete the purchase.  Punch Property counterclaimed, seeking
the return of its $1 million deposit plus punitive damages based
on claims it was fraudulently induced into the contract.

                        About Hayes Lemmerz

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.


HAYES LEMMERZ: Stahl Cowen Retained by Retirees' Committee
----------------------------------------------------------
Stahl Cowen Crowley Addis LLC has been selected to serve as
counsel for the Retiree Committee of Hayes Lemmerz Corporation.

As reported by the Troubled Company Reporter on July 14, 2009,
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed nine individuals to serve on the retiree committee for
Hayes Lemmerz International Inc. and its debtor-affiliates.

The Stahl Cowen team will be led by Jon Cohen and Trent Cornell.
Stahl Cowen has previously represented Retiree Committees in the
Keystone Steel (FV Steel, Inc.), Wagner Castings, Intermet
Company, Dana Corporation and Delphi Corporation bankruptcies.
The firm also represents the National Chrysler Retirement
Organization in the Chrysler bankruptcy and the GM National
Retiree Association in the GM bankruptcy.  Stahl Cowen has had the
unique privilege of representing more Retiree Committees than any
other firm in the United States.

In addition to its broad bankruptcy practice, Chicago-based Stahl
Cowen focuses on serving the needs of business enterprises,
including commercial litigation and dispute resolution, employment
matters, day-to-day business operation issues, mergers and
acquisitions, real estate development and investment, land use
projects, corporate and real estate financing, asset protection
planning, wealth transfer and charitable and municipal
organizations.  The firm's partners, many of whom honed their
legal skills at some of Chicago's largest law firms, provide
clients with sophisticated legal advice while remaining sensitive
to the economic cost of their work.

On the Net: http://www.stahlcowen.com/

                       About Hayes Lemmerz

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.


HCA INC: Files Prospectus for BofA, Merrill Sale of Securities
--------------------------------------------------------------
HCA Inc. filed with the Securities and Exchange Commission a
prospectus on Form 424B3.

HCA Inc. says the prospectus has been prepared for and may be used
by Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and their affiliates in connection with offers
and sales of the debt securities related to market-making
transactions in such debt securities effected from time to time.
The affiliates may act as principal or agent in such transactions,
including as agent for the counterparty when acting as principal
or as agent for both counterparties, and may receive compensation
in the form of discounts and commissions, including from both
counterparties, when they act as agents for both.  The sales will
be made at prevailing market prices at the time of sale, at prices
related thereto or at negotiated prices.  HCA Inc. will not
receive any proceeds from such sales.

A full-text copy of the Prospectus is available at no charge at:

                http://ResearchArchives.com/t/s?3f2b

                          About HCA, Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

The Company has a $9.26 billion stockholders' deficit as of
December 31, 2008, compared to $9.60 billion stockholders' deficit
a year ago.

                           *     *     *

The Troubled Company Reporter said on May 8, 2009, Fitch Ratings
affirmed HCA, Inc.'s ratings: Issuer Default Rating at 'B';
Secured Bank Credit Facility at 'BB/RR1'; First Lien Notes at
'BB/RR1'; and Second Lien Notes at 'B+/RR3'.


HEARTHSTONE - MLC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hearthstone - MLC, Inc.
        13400 Sutton Park Drive South, Suite 1402
        Jacksonville, FL 32224

Bankruptcy Case No.: 09-05671

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

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

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

The petition was signed by Mitchell R. Montgomery, president of
the Company.


HEMIWEDGE INDUSTRIES: Delinquent Reporting Cues OTC Removal Notice
------------------------------------------------------------------
Hemiwedge Industries, Inc., formerly Shumate Industries, Inc.,
reports that on June 19, 2009, the OTC Bulletin Board notified the
Company that it was delinquent with respect to its Quarterly
Report for the period ended March 31, 2009 due to such filing
being incomplete.  As a result, the Company is not current in its
reporting obligations.

A full-text copy of the Company's bare quarterly report is
available at no charge at http://ResearchArchives.com/t/s?3f2a

Pursuant to NASD Rule 6530, unless the delinquent filing is
received and time stamped by the Securities and Exchange
Commission's EDGAR system on July 20, 2009, the Company's common
stock will not be eligible for quotation on the OTCBB and will be
removed.

"We have the right to request a review by a FINRA Hearing officer
of the determination that our security is ineligible for quotation
under Rule 6530.  A hearing request will stay the removal of our
common stock from the OTCBB, pending the Hearing Officer's
decision, but only if it is accompanied by evidence/receipt of a
wire transfer in the amount of $4,000," the Company says.

"If we do not timely appeal the Staff's determination to a Hearing
Officer and provide evidence/receipt of payment, the removal
announcement will be posted on the Daily List at
http://www.OTCBB.comat approximately 2:00 pm on July 21, 2009,
and our common stock would be removed effective July 22, 2009, at
which time our common stock would be traded on the 'pink sheets.'

"[W]e have no intention of filing an appeal, nor do we anticipate
being able to correct the deficiency in our filing by the grace
period expiration date.  However, we intend to re-apply for
quotation on the OTCBB at such time as we become current in our
reporting obligations."

The Company notes that it continues to pursue all strategic
options directed at maximizing shareholder value.  Options could
include a possible merger, the sale of all or a portion of the
company, restructuring, recapitalization, and other transactions.

"The evaluation of these options is ongoing and we will update
stockholders when a new plan has been adopted," the Company says.

On October 8, 2008, the Company and its wholly owned subsidiary
Shumate Machine Works, Inc., consummated the sale of substantially
all of Machine Works' assets to American International Industries,
Inc.  The sale was effected pursuant to an asset purchase
agreement pursuant to which Machine Works transferred
substantially all of its assets and certain enumerated liabilities
to Purchaser.  The aggregate purchase price was $6,703,749
consisting of assumption by Purchaser of (i) $5 million of
promissory notes due Stillwater National Bank and Trust Company
and (ii) $1,703,749 of certain other liabilities, including
without limitation, accounts payable of Machine Works.  The
Company also issued 1,401,170 shares of common stock to the
Purchaser as a purchase price adjustment of $420,351.

In February 2009, the Company changed its name from "Shumate
Industries, Inc." to "Hemiwedge Industries, Inc." to emphasize and
focus on its valve product technology after the sale of its
contract machining business.

At December 31, 2008, the Company had $2,692,700 in total assets
and $6,580,108 in total liabilities.


HOMER CITY: S&P Downgrades Rating on $237 Mil. Bonds to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on Homer
City Funding LLC's $237 million bonds due 2019 and $510 million
bonds due 2026 to 'BB-' from 'BB'.  The outlook is negative.

"This rating action is in connection with the two-notch downgrade
of the corporate credit rating of Edison Mission Energy to 'B'
from 'BB-'," said Standard & Poor's credit analyst Swami
Venkataraman.  "It also reflects deterioration in HC's cash flows
due to weak merchant market conditions."

Typically, Standard & Poor's does not rate a wholly owned
subsidiary higher than its owner.  However, S&P elevates ratings
on HC above its ratings on EME, because of structural features as
well as economic incentives that should prevent HC from being
included in such a proceeding.  The ratings differential between
HC and EME has narrowed more than the maximum of three notches,
because the standalone credit quality of HC does not support a
higher rating.  Lending covenants prevent distributions to EME,
unless senior debt coverages exceed 1.7x historically for one year
and prospectively for two years.

HC's profitability is also affected by the current market
conditions.  In fact, with gas prices having fallen
disproportionately low with respect to coal, gas-fired generation
is displacing coal during several hours.  This is forcing even
plants like HC to cycle more, as a result of which HC suffered
opacity violations during Q1 2009.  The project had to slow down
its ramp rate as well as better tune its boilers to get back into
compliance.

HC has had a somewhat unreliable operating track record in the
last few years, with forced outages exceeding 10% in two of the
last three years as well as in the first quarter of 2009.  The
financial impact thus far has been limited since outages did not
occur in the important summer months and the generally rising dark
spreads of the past few years supported strong finance
performance.  As merchant cash flows weaken, operational
performance becomes more important.  EME has instituted EPRI's
boiler tube failure analysis program to reduce tube leak problems
over time and is also re-evaluating critical spares inventory
policies.


IMAX CORP: Appoints Gary Moss as COO Effective July 20
------------------------------------------------------
IMAX Corporation disclosed in filings with the Securities and
Exchange Commission that on June 25, 2009, IMAX appointed Gary
Moss, 50, to the newly created position of Chief Operating Officer
effective July 20, 2009.

Prior to joining the Company, Mr. Moss served for four years as
Chief Operating Officer and Chief Financial Officer of Concert
Productions International, a major promoter of rock concerts and
tours in North America, and an operating subsidiary of Live Nation
Inc.  Mr. Moss worked with EMI Group Canada Inc., as Vice
President, Finance for nine years, and with Sega of Canada, Inc.
as Vice President of Finance for two years.  Mr. Moss is a
Chartered Accountant and received his Bachelors of Commerce from
University of KwaZulu-Natal, South Africa.

On June 5, 2009, the Company entered into an employment agreement
with Mr. Moss to serve as the Company's Chief Operating Officer
commencing on July 20, 2009.  Under the terms of the agreement Mr.
Moss will receive an annual base salary of $400,000, which is
subject to annual review.  The agreement further provides that Mr.
Moss is entitled to participate in the Company's Management Bonus
Plan with a target annual performance bonus of 50% of his base
salary. Mr. Moss is entitled to be paid a minimum bonus of 50% of
the pro-rated amount of base salary with respect to the 2009
fiscal year.  In addition, on July 20, 2009, Mr. Moss shall
receive a grant of 75,000 options to purchase common shares in
accordance with the Company's Stock Option Plan, which options
shall vest as to 10% on July 20, 2010, 15% on July 20, 2011, 20%
on July 20, 2012, 25% on July 20, 2013 and 30% on July 20, 2014.
These options will expire on July 20, 2016.

The agreement provides that in the event of termination without
cause, Mr. Moss would be entitled to receive accrued and unpaid
salary, perquisites and business expenses and any outstanding
vacation pay within 30 days of such termination. The agreement
further provides upon a termination without cause, in the first
year of employment, Mr. Moss would continue to receive base
salary, automobile allowance and benefits for a period of six
months, increasing by one month for each additional year of
employment to a maximum of 20 months.  Mr. Moss is required to
mitigate the amount of any severance paid by the Company during
the severance period by seeking other employment.  On the date Mr.
Moss obtains other employment, the remaining required salary
payments would be reduced by half.

Mr. Moss' agreement contains non-solicitation, confidentiality and
non-competition provisions.

On June 9, 2009, IMAX entered into an agreement with funds managed
by Plainfield Asset Management LLC, pursuant to which the Company
repurchased $44.3 million aggregate principal amount of the
Company's 9-5/8% Senior Notes due December 1, 2010, from
Plainfield at a price of $977.50 per $1,000 principal amount of
Senior Notes.

                      About IMAX Corporation

IMAX Corporation specializes in digital, large-screen and three-
dimensional film presentation; the company typically leases or
sells its projection and sound systems, and licenses the use of
its trademarks.  With annual revenue of approximately
$115 million, IMAX maintains headquarters in Mississauga, Ontario,
Canada.

                           *     *     *

As reported by the Troubled Company Reporter on June 16, 2009,
Moody's Investors Service affirmed the Caa1 corporate family
rating and positive outlook for IMAX following its recently
executed equity issuance (approximately $70 million gross
proceeds) and the repurchase of approximately $44 million of its
9.625% Senior Notes due December 2010.

On July 6, the TCR said Standard & Poor's Rating Services revised
its rating outlook on IMAX Corp. to positive from stable.  S&P
also affirmed the existing ratings on the company, including the
'CCC+' corporate credit rating.

"The rating action reflects the company reducing debt maturing in
2010 by $44 million," said Standard & Poor's credit analyst Tulip
Lim.  "It also reflects S&P's view that EBITDA will begin to
improve from the contribution of theaters under revenue-sharing
arrangements and increasing DMR (Digital Re-Mastering) receipts
due to the continued widening of the network, which could improve
prospects for refinancing debt maturing in 2010."


INTERMET CORP: Court Approves Liquidation Plan, Sale to Revstone
----------------------------------------------------------------
The U.S. Bankruptcy Court for the [District of Delaware] has
approved the proposed liquidation plan of Intermet Corp. and the
sale of substantially all of its assets to Revstone Industries
LLC, Michael Bathon at Bloomberg News reported.

Intermet Corp. declared Revstone to be the winner of the auction
for its cast metals auto parts business with a bid of $11 million,
subject to adjustments.  Intermet contemplated, as part of its
reorganization plan, on giving up its business to first-lien
lenders, owed some $35 million, in exchange for debt, absent
higher and better offers for the business.

Intermet's plan was supported by the official committee of
unsecured creditors and first- and second-lien lenders.

Under the Plan, holders of administrative expense claims under
Sec. 503(b)(9) of the Bankruptcy Code, estimated at $6 million,
are to recover 35% to 50% of their allowed claims.  The second-
lien lenders owed $107 million and unsecured creditors with $93
million in claims are expected to recover not more than 2%.
Equity holders are out of the money.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan, dated May 28, 2009, is available
at http://bankrupt.com/misc/intermet.DS.pdf

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


JAMES MCREYNOLDS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: James Stewart McReynolds
               Susan McGurn McReynolds
               10647 Sonoma Ridge
               Eden Prairie, MN 55347

Bankruptcy Case No.: 09-44482

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Chief Judge Nancy C. Dreher

Debtors' Counsel: Cass Weil, Esq.
                  Moss & Barnett
                  4800 Wells Fargo Center
                  90 South Seventh St
                  Minneapolis, MN 55402
                  Tel: (612) 347-0316
                  Fax: (612) 339-6686
                  Email: weilc@moss-barnett.com

                  Sarah E. Doerr, Esq.
                  Moss & Barnett
                  4800 Wells Fargo Center
                  90 South Seventh Street
                  Minneapolis, MN 55402
                  Tel: (612) 877-5297
                  Email: doerrsarah@moss-barnett.com

Total Assets: $3,135,792

Total Debts: $3,297,147

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

              http://bankrupt.com/misc/mnb09-44482.pdf

The petition was signed by the Joint Debtors.


JOHN MARTIN: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: John P. Martin
               Joyce Martin
               1968 Cummings Dr
               Los Angeles, CA 90027-1727

Bankruptcy Case No.: 09-27592

Chapter 11 Petition Date: July 10, 2009

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

Judge: Vincent P. Zurzolo

Debtors' Counsel: Brian B. Alavi, Esq.
                  3250 Wilshire Blvd, Suite 812
                  Los Angeles, CA 90010
                  Tel: (213) 632-6060

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

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

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

              http://bankrupt.com/misc/cacb09-27592.pdf

The petition was signed by the Joint Debtors.


KAREN COBB: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Karen Lynette Cobb
        17229 Bluff Vista Court
        Riverside, CA 92503

Bankruptcy Case No.: 09-25620

Chapter 11 Petition Date: July 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  Email: mtotaro@aol.com

Total Assets: $1,020,445

Total Debts: $2,023,033

A full-text copy of Ms. Cobb's petition, including a list of her
13 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-25620.pdf

The petition was signed by Ms. Cobb.


KB TOYS: Toys "R" Us to Shield Intellectual Property Assets
-----------------------------------------------------------
Toys R Us-Delaware Inc. told the U.S. Bankruptcy Court for the
District of Delaware, which oversees KB Toys Inc.'s Chapter 11
proceedings, that it wants to make sure there's no overlap between
certain intellectual property the debtors are looking to sell, and
customer data and related IP that Toys "R" Us previously bought
from a company that once ran KB's online stores, according to
Law360.

                          About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


LEHMAN BROTHERS: PwC Recovers $8.7-Bil. for U.K. Units
------------------------------------------------------
The joint administrators of Lehman Brothers International (Europe)
updated the creditor community July 15 with the issue of their
progress report for the last six months.

The administrators are pursuing the objective of achieving a
better result for LBIE's creditors as a whole than would be likely
if LBIE were immediately wound up.  To that end the report
provides details of the work undertaken and progress made towards
achieving that aim.

Steve Pearson, joint administrator and partner at
PricewaterhouseCoopers LLP said:  "The collapse of Lehman Brothers
last September was one of the defining moments of the current
economic and financial crisis and we stated at the time that the
administration of Lehman Brothers International (Europe) would be
an exceptionally complex task.  Six months into the
administration, we are pleased to be able to update the creditor
community with the progress we have made.  Key achievements to
date include the recovery of $8.7bn and gaining control of over
$35bn in securities.

"In the last six months, we have been working to implement a
structure which will maximise recoveries and enable claims to be
agreed. This has now been achieved and results are coming through.
Returning assets to clients remains a key priority.

"The task continues to be challenging and we are working closely
with regulators, institutions and counterparties amongst other
stakeholders to ensure the best outcome."

Key achievements to date:

    * LBIE's equities business was sold to Nomura Holdings Inc.
      Over 2,400 jobs were preserved and related employee claims
      against the estate were mitigated

    * Control has been asserted over the assets of the Company and
      its clients, including over $35.5bn in securities

    * $8.7bn has been recovered to date and is held as cash on
      deposit or investments

    * An interim mechanism for the return of assets has been
      implemented. $12.2bn (46%) of Client Assets have been
      returned or released to 14 March 2009

    * Policies have been formed for handling the estimated 839,000
      pending and failed trades, including deleting many from
      exchanges

    * The liquidators have identified and valued the majority of
      LBIE's estimated 130,000 over-the-counter derivative
      contracts

    * Revised employee reward and retention processes have been
      implemented for the retained 360 employees. These focus
      activities and reward on the objectives of the
      Administration

    * A mechanism for the systematic return of Client Assets has
      been identified, shared with the High Court, the Committee,
      key industry groups and the market.

    * The IT environment, critical to the protection and recovery
      of value from the estate, has been stabilised and annual IT
      costs have been reduced by over $200m per annum

    * The exit from overseas branches has been largely concluded,
      realizing over $150m to date.

Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis,
partners at PricewaterhouseCoopers LLP, were appointed as joint
administrators to Lehman Brothers International Europe and other
related entities on 15 September 2008.  The joint administrators
have been appointed to wind down the business in as orderly a
manner as possible.

Tom Cahill at Bloomberg News reported that Lehman Brothers
Holdings Inc. may return hedge-fund assets as soon as next year
that were frozen when LBHI filed for Chapter 11.  PwC, according
to the report, plans to ask a U.K. court to block any creditor
claims for assets after this year, the accounting firm said in a
statement.  That would allow PwC to return money Lehman had held
in trust for fund managers as soon as the first quarter of 2010,
Mr. Cahill said.

                    About Lehman Brothers

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

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

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

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

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

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

             International Operations Collapse

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

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

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


LJ FOOD DISTRIBUTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: L.J. Food Distribution, Inc., an Indiana Corporation
        1601 37th Avenue, Suite 2
        Munster, IN 46321

Bankruptcy Case No.: 09-25154

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: rbenjamin@querrey.com

Total Assets: $531,571

Total Debts: $990,320

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/ilnb09-25154.pdf

The petition was signed by Lampton Jones, president of the
Company.


LKQ CORP: S&P Puts 'B' Rating on New Universal Shelf Registration
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
ratings to Chicago-based LKQ Corp.'s new universal shelf
registration of an unspecified amount of securities.

The ratings on LKQ reflect the company's weak business risk
profile and its aggressive financial risk profile.  LKQ is the
nation's largest provider of recycled automotive original
equipment manufacturer products and related services, and its
sales and distribution facilities reach most major markets in the
U.S.  LKQ is also the largest nationwide provider of aftermarket
collision replacement products and refurbished bumper covers and
wheels.

LKQ had total balance sheet debt of $639 million as of March 31,
2009.  For the complete corporate credit rationale on LKQ, see the
summary analysis published July 13, 2009.

                           Ratings List

                            LKQ Corp.

      Corporate credit rating                 BB-/Stable/--

                         Ratings Assigned

                              Shelf

            Subordinated debt (prelim)              B
            Senior unsecured debt (prelim)          B


M & M JEWELERS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: M & M Jewelers, Inc.
        100 West Second Street
        Owensboro, KY 42303

Bankruptcy Case No.: 09-41094

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Owensboro)

Judge: David T. Stosberg

Debtor's Counsel: Russ Wilkey, Esq.
                  111 W. Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: (270) 683 2229
                  Email: dcwilkey@wilkeylaw.com

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

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

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

           http://bankrupt.com/misc/kywb09-41094.pdf

The petition was signed by J. Craig Grant, president of the
Company.


MAGNACHIP SEMICONDUCTOR: Court Establishes July 29 Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established July 29, 2009, at 4:00 p.m. as the general bar date
for the filing of proofs of claim in MagnaChip Semiconductor
Finance Company, et. al.'s bankruptcy cases, and December 9, 2009,
at 4:00 p.m. with respect to all governmental units.

Proofs of claim must be filed, together with supporting
documentation, so as to be received on or before the applicable
bar dates, at:

     MagnaChip Semiconductor
     c/o Omni Management Group, LLC
     16161 Ventura Boulevard, Suite C
     PMB 448
     Encino, CA 91436.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MAGNACHIP SEMICONDUCTOR: July 30 Disclosure Statement Hearing Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set a
hearing for 3:00 p.m. on July 30, 2009, to consider approval of
the disclosure statement with respect to MagnaChip Semiconductor
Finance Company, et. al.'s Joint Chapter 11 Plan.

Objections or other responses to the approval of the disclosure
statement, if any, must be filed with the Court no later than
4:00 p.m. on July 24, 2009.

As reported in the Troubled Company Reporter on July 7, 2009,
MagnaChip Semiconductor B.V. and its affiliates filed a
liquidating Chapter 11 plan that provides most of the proceeds
from its assets sale to first-lien lenders owed $95 million.
According to the disclosure statement explaining the Plan, which
was filed with the Court on June 29, second-lien noteholders owed
$500 million will receive $1 million.  The first-lien lenders will
recover 70.6% while second lien noteholders would recover 0.2%.
Subordinated debt holders with $250 million in claims will receive
nothing because the money they otherwise would see from the
$1 million will be directed to the second-lien creditors.

MagnaChip prepared the Plan prior to its Chapter 11 filing.  The
sale to a Korean limited partnership named KTB 207 Private Equity
Fund was also worked out in advance.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MAGNACHIP SEMICONDUCTOR: May Access Cash Collateral Until Sept 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
MagnaChip Semiconductor Finance Company, et. al., authorization to
access, on a final basis, the First Lien Lenders and the Seond
Lien Noteholders' cash collateral until September 30, 2009, in
accordance with a budget.

MagnaChip owes $95 million to the first lien lenders and
$500 million to the second lien noteholders.

As adequate protection for the Debtors' use of cash collateral,
the First Lien Lenders, in addition to their continuing first
priority liens in all prepetition collateral, are granted first
priority liens in all of the replacement collateral.  This
replacement collateral consists of all the Debtors' real and
personal property and proceeds thereof, whether now owned or
subsequently acquired, including prepetition collateral, but
excluding any proceeds of avoidance actions recovered or avoided
under Chapter 5 of the Bankruptcy Code.

As further adequate protection, the First Lien Lenders are also
granted a super-priority administrative expense claim under
Sections 503(b), 507(a)(1) and 507(b) of the Bankruptcy Code to
the extent of any diminution in the value of their interest in the
prepetition collateral, including cash collateral.

Second Lien Noteholders, in addition to their continuing second
priority liens in all prepetition collateral, are granted second
priority liens in all of the replacement collateral, as well as a
super-priority administrative claim under Sections 503(b),
507(a)(1) and 507(b) to the extent that the decline in value of
their interest in the prepetition collateral exceeds the value of
their junior liens in the replacement collateral.  This junior
claim, however will not extend to any proceeds of avoidance
actions.

The Debtors' authorization to use cash collateral will terminate
immediately on September 30, 2009, unless earlier terminated due
to the occurrence of a termination event, including, inter alia,
the consummation of any sale or other disposition of all, or
substantially all, of the assets of the Debtors, entry of an order
converting any of the cases to Chapter 7, or the dismissal of any
of the Debtors' cases.

A full-text copy of the supplemental budget modifying the intial
approved budget is available at:

    http://bankrupt.com/misc/magnachip.supplementalbudget.pdf

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MAGNACHIP SEMICONDUCTOR: Section 341(a) Meeting Set for July 29
---------------------------------------------------------------The
first meeting of creditors in MagnaChip Semiconductor S.A. and its
debtor-affiliates' bankruptcy cases will be held on July 29, 2009,
at 4:00 p.m., J. Caleb Boggs Federal Courthouse, 844 King Street,
2nd Floor, Room 2112, Wilmington, Delaware 19801.

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 officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MAGNA ENTERTAINMENT: Wants to Sell Austria Racetrack for EUR6.5MM
-----------------------------------------------------------------
Magna Entertainment Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to sell Magna
Racino, a horse racing facility on 650 acres of land in
Ebreichsdorf, Austria, to Bvsarantaexi Beteiligungsverwaltung GmBH
for EUR6,500,001.

The racing facility is owned by MEC Grundstucksentwicklungs GmbH
(Austria)(Magna Racino), an indirect non-debtor subsidiary of
Magna Entertainment.   MEC Magna Racing Veranstaltungs GmbH,
another indirect non-debtor subsidiary, operates the tracks and
other facilities at Magna Racino.

The Debtors want to close the sale of assets no later than
July 31 and have requested the Court to waive the 10-day stay
required pursuant to Bankruptcy Rule 6004(h).

Since Magna Racino and Magna Operations are wholly owned by MEC's
non-debtor subsidiaries, the assets may be sold without an order
of the Court, but out of an abundance of caution and, at the
request of the official committee of unsecured creditors, the
Debtors have requested for the Court's approval of the sale.

Objections to the sale motion are due on July 20, 2009.

                 About Magna Entertainment

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

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

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.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARC DREIER: Sentenced to 20 Yrs. in Prison; Must Pay $387.7MM
--------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that U.S. District
Judge Jed Rakoff in Manhattan has sentenced Marc Dreier to 20
years in prison and fined him $387.7 million in restitution.

As reported by the Troubled Company Reporter on July 9, 2009,
Mr. Dreier asked the court to sentence him to no more than 12-1/2
years in prison.  Mr. Dreier pleaded guilty in May to eight felony
charges, including fraud and money laundering related to a scheme
to sell bogus promissory notes to investors.  Mr. Dreier faced a
possible sentence of 145 years, or until the age of 204.

According to WSJ, prosecutors from the U.S. attorney's office in
Manhattan had asked Mr. Dreier be sentenced to 145 years in
prison.

Judge Rakoff indicated that he would approve the government's
request for $746 million in forfeiture, says WSJ.

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

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

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

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


MERISANT WORLDWIDE: Denies Non-Compete Breach in Heartland Pact
---------------------------------------------------------------
Heartland Sweeteners LLC asks the U.S. Bankruptcy for the District
of Delaware to lift the automatic stay to allow it to serve
notices of potential violations by Merisant U.S., Inc., of their
tolling agreement.

Like Merisant, Heartland is engaged in the business of
manufacturing and distributing artificial sweeteners.  However,
Heartland's products include sucralose as the key ingredient.  The
Heartland sweeteners are marketed and sold using either private
label packaging or packaging that bears the Nevella(R) trademark
owned by Heartland.

Pursuant to a toll agreement scheduled to expire Dec. 31, 2009,
Merisant has agreed to provide certain manufacturing services for
Heartland in the production of some Heartland products.  Under a
distribution agreement, the parties agreed to a  joint marketing
and distribution of the Heartland and Merisant sweeteners.

According to Heartland, both agreements provide for non compete
covenants, under which Merisant may not solicit or sell tabletop
sweetener products containing sucralose in the United States.
Heartland is concerned that Merisant is actively attempting to and
is selling tabletop sweeteners containing sucralose in the United
States. Heartland is further concerned that Merisant's strategy
and plan to exit bankruptcy relies upon selling tabletop sucralose
products in violation of its agreements with Heartland.

Merisant is also obligated to keep certain information from and
about Heartland confidential. Heartland has received reports that
Merisant representatives have disclosed information about
Heartland which Heartland believes is covered by the
confidentiality agreements in place.

According to  Raymond H. Lemisch, Esq., at Benesch, Friedlander,
Coplan & Aronoff, LLP, "cause" exists for lifting the automatic
stay because Heartland merely seeks authority to deliver notices
consistent with the terms of the Toll Agreement and Distribution
Agreement, and it is well settled that a bankruptcy filing does
not enlarge the debtor's contract rights.

                        Merisant's Response

Merisant says that the Distribution Agreement was rescinded on
July 29, 2008, and thus there exists no agremeent pursuant to
which Heartland could properly sent notice.  Merisant also says
that the Toll Agreement was properly terminated on April 29, 2009.

Merisant has commenced an adversary proceeding with the Bankruptcy
Court, seeking a judgment that it has not violated any of the
agreements with Heartland.  Merisant says that Heartland's lift
stay request should be denied since the adversary proceeding will
determine all the issues raised by Heartland.

In the adversary proceeding, Merisant contends that  after
Heartland failed to perform its obligations under the Distribution
Agreement for nearly ayear and then expressly repudiated the
agreement in July 2008, Merisant exercised its legal right to
rescind the Distribution Agreement. Merisant's rescission
extinguished that agreement, and it was excused form performing
under the contract, says Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had $331,077,041 in
total assets and $560,742,486 in total debts as of November 30,
2008.


MERRILL CORPORATION: Amendments and Waivers Cue S&P's Junk Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Paul, Minnesota-based Merrill Corporation and its
issue-level ratings on subsidiary Merrill Communications LLC by
three notches.  The recovery ratings on Merrill's debt issues
remain unchanged.  The corporate credit rating was lowered to
'CCC' from 'B'.  The rating outlook is negative.

The rating action follows the execution of amendments and waivers
to the company's first- and second-lien credit agreements, driven
by a violation of the total leverage covenant as of the quarter
ended April 30, 2009 and the late delivery of the company's
audited financial statements for the fiscal year ended January 31,
2009.  The lowering of the corporate credit rating to 'CCC'
reflects a provision of the amended agreements which requires the
company, under certain circumstances, to repurchase up to
$70 million of its indebtedness by February 1, 2011, through a
combination of either a Dutch tender auction or a debt for equity
exchange.

"The downgrade reflects S&P's view that the repurchase of debt
through a tender offer could be conducted at a significant
discount to par and that S&P might consider this to be tantamount
to a default given the distressed financial condition of the
company," said Standard & Poor's credit analyst Michael Listner.
"Similarly, S&P would view a debt for equity exchange as a
restructuring of the company's debt obligations, as lenders may
receive less value than the promise of the original securities
(i.e., the cash payment of scheduled interest and principal on the
loans)."

Upon the consummation of either of these events, S&P would likely
lower the company's corporate credit rating to 'SD' (selective
default) and the respective issue-level rating of the
participating debt class to 'D'.  Shortly thereafter, S&P would
reevaluate the company's capital structure and assign a new
corporate credit rating and issue-level rating.


MICROMET INC: Reinhardt Resigns as SVP and Chief Medical Officer
----------------------------------------------------------------
Dr. Carsten Reinhardt on July 6, 2009, resigned as senior vice
president and chief medical officer of Micromet, Inc.  The
resignation is to be effective at the close of business on
September 30.  Dr. Reinhardt will continue to consult for the
Company from October 1 until December 31, 2009.

The Company is conducting a search for a senior level drug
development executive with oncology clinical development expertise
and experience with the drug approval process in the U.S. and
Europe.

The Company has entered into a Separation Agreement and a
Consulting Agreement with Dr. Reinhardt in connection with his
resignation.  Pursuant to the Agreements, in addition to the
payment of salary through the Separation Date, the Company has
agreed to make a severance payment to Dr. Reinhardt in the amount
of EUR240,000 to be paid in two installments, with EUR160,000 to
be paid on October 1, 2009, and EUR80,000 to be on or after
January 1, 2010.  In addition, the vesting of Dr. Reinhardt's
stock options will continue through September 30, 2010, and Dr.
Reinhardt will have the right to exercise the vested options until
June 30, 2011.  Under the Consulting Agreement, Dr. Reinhardt will
continue to advise the Company and assist in transition matters
until December 31, 2009 but will not receive any additional
compensation beyond the payments described.

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.

At March 31, 2009, the company's balance sheet showed total assets
of $72,272,000; total current liabilities of $24,250,000, deferred
revenue, net of current portion of $7,036,000, other non-current
liabilities of $2,067,000, and long-term debt obligations of
$2,021,000; and total stockholders' equity of $36,898,000.

                       Going Concern Doubt

In its annual report on Form 10-K for the year ended December 31,
2008, Micromet said that as of December 31, it had an accumulated
deficit of $198,200,000, and it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  "The conditions create substantial doubt
about our ability to continue as a going concern," the Company
said.

However, Ernst & Young LLP, in McLean, Virginia, the Company's
independent accountants, did not include a going concern language
in its March 16, 2009 audit report.


MORRIS PUBLISHING: Forbearance Period Extended to July 31
---------------------------------------------------------
Morris Publishing Group, LLC, has obtained an extension until
July 31, 2009, to make a $9.7 million interest payment on its
senior subordinated notes.

Holders of more than 80 percent of the outstanding amount of
senior subordinated notes have agreed to extend the forbearance
period for the payment, which originally was due Feb. 1, 2009.

Morris Publishing's senior bank group also agreed to extend until
July 31, 2009, the waiver of the cross default arising from the
overdue interest payment on the senior subordinated notes.

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga. Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NATIONAL PROCESSING: Moody's Gives Neg. Outlook; Keeps 'B3' Rating
------------------------------------------------------------------
Moody's revised National Processing Company Group, Inc.'s ratings
outlook to negative from stable as a result of weaker than
expected financial performance and very limited headroom under its
bank financial covenants, which constrains the company's liquidity
profile.  NPC's B3 corporate family rating, B2 ratings on its
first lien senior secured credit facilities, and Caa2 rating on
its second lien term loan were affirmed.

The negative ratings outlook reflects NPC's reduced liquidity
profile as a result of very limited headroom under its credit
agreement's financial maintenance covenants and weaker than
expected financial performance over recent quarters.  Moody's
believes that continued underperformance by the company and
further tightening of the financial covenant levels later this
year could result in further contraction in covenant cushions
could result in a possible covenant breach.

NPC's B3 CFR reflects the company's: i) high levels of financial
leverage from its buyout of Bank of America's independent sales
organization portfolio in 2006; ii) very limited headroom for its
financial covenants under its bank credit agreement (which is
expected to decline even further given pending covenant step-down
in late 2009); and iii) expectation for continued volume and
revenue pressure over the near-term.  Additionally, NPC's B3 CFR
is constrained by its sole focus on the small and medium-sized
merchant market, which is more susceptible to failures in an
economic downturn than larger-scale merchants, which could lead to
increased merchant attrition rates.

Conversely, NPC's B3 CFR is supported by the company's: i)
recurring revenue-model from clients under multi-year contracts;
ii) good scale amongst SMB-focused merchant acquirers: iii) its
good cash flow generation capabilities, iv) its diverse customer
base with minimal customer concentration by size or sector; and
iv) the favorable long-term trends in electronic payment
processing.

This rating was affirmed:

  -- Corporate Family Rating at B3
  -- $50M Senior Secured revolver due 2012 at B2 (LGD3, 35%)
  -- $390M Senior Secured 1st Lien TL due 2013 at B2 (LGD3, 35%)
  -- $140M Senior Secured 2nd Lien TL due 2014 at Caa2 (LGD5, 88%)

The ratings outlook is negative.

The last rating action on NPC was on October 9, 2006, when Moody's
assigned the first-time B3 CFR, B2 ratings to its first lien
senior secured credit facilities and Caa2 rating to its second
lien senior secured term loan facility.

National Processing Company Group, Inc., is a provider of credit
and debit card-based payment processing services focused on small
and medium business merchants across the U.S, as well as community
banks, financial institutions and municipal governments.  The
company's products and services enable merchants to accept credit
and debit cards as payment for their merchandise and services by
providing transaction processing, risk management, POS terminal
support, merchant assistance and chargeback services.  The company
generated approximately $286 million in revenues for the last-
twelve-month period ended March 31, 2009.


NEW ORLEANS SEWERAGE: S&P Raises Rating on Debt to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating on
New Orleans Sewerage and Water Board, Louisiana's revenue debt to
'BB' from 'B' due to active rebuilding efforts, the system's
ability to borrow from the sewer fund, and the adjustment of water
rates to improve system liquidity.  The outlook is stable.

In S&P's view, the rating continues to reflect the system's
$295 million five-year capital improvement program; historical
reluctance to adjust water rates to cover operating and debt
service expenditures; negative system liquidity; and weak annual
debt service coverage.

These weaknesses, in S&P's opinion, are mitigated by the
possibility of the Gulf Opportunity Zone Program and Community
Disaster Loan being forgiven; the efforts of the Road Home program
to assist residents in their rebuilding efforts, which is
reflected in the growth in customers since fiscal 2006; and the
ability of the Sewerage and Water Board to make their debt service
payments since January 2008.

Water system net revenues secure the bonds.  Legal provisions
require a 1.3x net revenue coverage requirement and a closed flow
of funds.

"The stable outlook reflects management's implementation of a
five-year water rate increase, which should allow the system to
improve their financial position and address their capital needs,"
said Standard & Poor's credit analyst Sarah Smaardyk.  "The
service area's pace of redevelopment and repopulation will be
critical to the bonds' pledged revenue streams and, therefore,
could provide upward or downward rating pressure."

Flood and hurricane damage to the system was substantial, and
board officials will continue to emphasize repairs in upcoming
years.  In October 2006, water and sewer service was once again
completely available throughout the entire system for the first
time since Hurricane Katrina hit New Orleans.


NORWOOD PROMOTIONAL: Lenders Want Prompt Payment of $100-Mil.
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the term loan
lenders want Norwood Promotional Products Holdings to promptly pay
the $99.5 million they are owed from the proceeds of the sale of
Norwood's business.  Norwood sold its business early this month
for $123 million to pen and lighter maker Societe Bic SA.

Bank of New York Mellon, the lenders' agent, wants the Bankruptcy
Court to order an immediate turnover of the funds.  BNY said that
the payment is being held up by a dispute of some sort involving
the company, the creditors' committee and the lender for the
reorganization, which was already paid $7.4 million.

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


OPUS WEST: Proposes Pronske & Patel as Conflicts Counsel
--------------------------------------------------------
Opus West Corporation and its debtor-affiliates ask the U.S
Bankruptcy Court Northern District of Texas for authority to
employ Pronske & Patel, P.C., as conflicts counsel.

PronskePatel will represent the Debtors with respect to certain
claims, controversies and causes of action in which Greenberg
Taurig, LLP, the Debtors' general bankruptcy counsel, has a
conflict of interest.

The hourly rates of PronskePatel personnel are:

     Rackee V. Patel                          $350
     Vickie L. Driver                         $300
     Christina W. Stephenson                  $195

     Lawyers                               $160 - $500
     Legal Assistants/Paralegals            $85 - $100

Ms. Driver, a partner at PronskePatel, tells the Court that
prepetition, the firm received a $100,000 advanced retainer.
PronskePatel drew down $2,731 in fees prior to the petition date
leaving a balance of $97,269.

Ms. Driver assures the Court that PronskePatel is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Driver can be reached at:

     Pronske & Patel, P.C.
     1700 Pacific Avenue Suite 2260,
     Dallas, TX 75201
     Tel: (214) 658-6500

                     About Opus West Corporation

Based in Phoenix, Arizona, 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 and its affiliates 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.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

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: Hires BMC Group as Notice and Claims Agent
-----------------------------------------------------
The U.S. Bankruptcy Court Northern District of Texas authorized
Opus West Corporation and its debtor-affiliates to employ BMC
Group as balloting, noticing and claims agent.

BMC is expected to:

   -- maintain a proof of claim docket;

   -- process the proofs of claim; and

   -- record transfers of claims.

Tinamarie Feil, president of client services of BMC Group, told
the Court that pre-bankruptcy, BMC received a $50,000 payment for
fees and expenses incurred in preparation of the Debtors' Chapter
11 filing.  BMC agreed to cap its fees, expenses and hourly rates
for the services at the $50,000 retainer amount.

Ms. Feil assures the Court that BMC Group is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing, and disposing of real
estate development project located in western U.S.

The Company and its debtor-affiliates filed for Chapter 11 on
July 6, 2009 (Bankr. N. D. Tex. Lead Case No. 09-34356)  Clifton
R. Jessup, Jr., Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  The Debtors have assets
and debts both ranging from $100 million to $500 million.


OPUS WEST: Taps Phoenix Capital as Chief Restructuring Officer
--------------------------------------------------------------
Opus West Corporation and its debtor-affiliates ask the U.S
Bankruptcy Court Northern District of Texas for authority to
employ Phoenix Capital Partners, LLC as chief restructuring
officer.

PCP will, among other things:

   -- manage the Company's business affairs until the earlier of
      confirmation of a reorganization plan or conversion of the
      bankruptcy case to Chapter 7;

   -- analyze, negotiate and implement actions or measures
      regarding employee and staffing levels at Opus West
      Corporation and retention terms or terminations; and

   -- ensure that the value of the real estate and other assets of
      the Company are properly managed and maintained.

The Debtors proposes to pay PCP a monthly fee of $91,667 for its
services of the CRO.

John Greer, managing member of PCP, tells the Court that PCP
received a $275,000 retainer.

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

                     About Opus West Corporation

Based in Phoenix, Arizona, 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 and its affiliates 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.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

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.


ORDEAN WICKA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Ordean B. Wicka
                  aka Dean B Wicka
                  dba Lake View Adult Homes
               Shirley M. Wicka
               606 33rd St.
               Everett, WA 98201

Bankruptcy Case No.: 09-16795

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtors' Counsel: David W. Freese, Esq.
                  18604 76th Ave W
                  Edmonds, WA 98026
                  Tel: (425) 776-9171
                  Email: freese@integraonline.com

Total Assets: $1,280,510

Total Debts: $5,216,999

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

            http://bankrupt.com/misc/wawb09-16795.pdf

The petition was signed by the Joint Debtors.


PHILADELPHIA GAS: S&P Puts Rating on Gas Revenue Refunding Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BBB-' long-
term rating to Philadelphia, Pennsylvania's gas works revenue
refunding bonds, eighth series A (fixed rate), issued for
Philadelphia Gas Works under its 1998 ordinance.  The bonds are
subordinate to closed senior lien bonds (also rated 'BBB-') and
senior to PGW's junior subordinate bonds (rated 'BB+').  At the
same times, Standard & Poor's has affirmed its ratings on PGW's
debt outstanding.  The outlook is stable.

In S&P's opinion, the ratings reflect a sizable service territory
(with weak demographics); dependence on Pennsylvania Public
Utility Commission's approval for base rate increases, coupled
with already high rates; stabilized collections, financial
operations, and coverage levels; and moderately high debt levels.

"We believe that recent improvement in collecting billed revenue,
more stringent collection tools, a string of relatively mild
winters, and recent PUC approval of a base rate increase stabilize
the rating," said Standard & Poor's credit analyst Jeffrey Panger.
The enhanced collections, coupled with the city's supportive
actions (including a loan to PGW that it repaid in 2008 and the
grant-back to PGW of its $18 million in annual dividend payment
since 2004) have helped PGW restore coverage of fixed obligations
to what S&P believes are adequate levels for the rating.

Standard & Poor's expects that in conjunction with the fixed rate
bonds, PGW will issue about $255 million of eighth series B-E
variable rate bonds backed by letters of credit.  The fixed- and
variable-rate bonds will refund $313.62 million sixth series
variable-rate debt obligation bonds outstanding.

PGW is the nation's largest municipally owned gas utility, serving
about 506,000 customers in Philadelphia.  It had been plagued by
low collection rates for several years.  S&P believes that natural
gas price volatility, weather conditions, and the service
territory's demographics all highly influence PGW's collection
rates.

The stable outlook reflects S&P's expectations that measures of
debtholder protection will remain weak but adequate for the
borderline investment-grade rating as long as management continues
to cut costs and achieve the higher rate of collections; the city
is willing to forgo the usual dividend payment; and regulators are
willing to approve rates necessary to maintain coverage and
liquidity at the currently minimally adequate levels.


PHOENIX WORLDWIDE: Wants Schedules Filing Extended Until July 22
----------------------------------------------------------------
Phoenix Worldwide Industries, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Florida to extend until July 22,
2009, the time to file its schedules of assets and liabilities,
schedule of executory contracts and unexpired leases, and
statement of financial affairs.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc.- Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PILGRIM'S PRIDE: 135 Trade Creditors Sell $2,247,615 in Claims
--------------------------------------------------------------
During the period May 28 to June 22, 2009, about 135 trade
creditors of Pilgrim's Pride Corp. transferred their claims
totaling $2,247,615:

                                             Total Claim
Transferee                                     Amount
----------                                  -----------
Argo Partners                                  $339,251
ASM Capital L.P and ASM Capital, III            456,660
Contrarian Funds, LLC                            73,774
Equity Trust Co.                                470,838
Fair Harbor Capital, LLC                        148,134
Hain Capital Holdings, Ltd.                     279,749
Liquidity Solutions, Inc.                       381,734
Sierra Liquidity Fund, LLC                        5,885
US Debt Recovery and US Debt Recovery II LLC     81,683

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Chicken Plants Dispute Sent to Mediation
---------------------------------------------------------
The Douglas-Coffee Parties composed of the Douglas-Coffee County
Industrial Authority; the City of Douglas, Georgia; Coffee
County, Georgia; and various growers of the Douglas Division,
asked the U.S. Bankruptcy Court for the Northern District of Texas
to direct Pilgrim's Pride to comply with a prior order regard to
sitting down with the prospective purchaser for its chicken
processing plants and a mediator.

The Debtors previously decided to idle their chicken processing
plants in Douglas, Georgia; El Dorado, Arkansas; and Farmerville,
Louisiana by mid-May 2009.  The affected chicken growers objected
arguing that idling will put them out of business. Accordingly,
the Debtors obtained authority from Judge D. Michael Lynn to sell
the El Dorado and Douglas complexes, free and clear of all liens
and encumbrances and subject to better and higher bids.

The El Dorado complex, located at 1902 South West Ave., in El
Dorado, Arkansas, has an associated feed mill and a hatchery with
a capacity of approximately 1,512,000 eggs per week.  The complex
would employ 1,650 workers when operating at full capacity, is a
union facility, and is served by 172 growers with 598 houses.

The Douglas complex, located at 113 McNeal Drive, in Douglas,
Georgia, also has an associated feed mill and a hatchery with a
capacity of 2,042,000 eggs per week.  The complex would employ
1,300 workers when operating at full capacity, is a non-union
facility, and is served by 160 growers with 668 houses.

The Court's order approving uniform bidding procedures for the El
Dorado and Douglas complexes provides that if a Qualified
Bid in whole or in part, is received, the Debtors, after
consultation with the Official Committee of Unsecured Creditors
and Steven A. Felsenthal, the Court-appointed mediator, may
determine that the Qualified Bid justifies entering into a
"stalking horse" agreement for a particular Facility, and pursue
the sale either in connection with the Auction or pursuant to
another sale process.

Pursuant to the Bidding Procedures Motion and the Bidding
Procedures Order, the Douglas-Coffee County Industrial Authority,
and Amick Farms, LLC, as the Prospective Purchaser, on May 15,
2009, submitted a joint Qualified Bid for the Debtor's Douglas
poultry processing plant, hatchery and feed mill.

On May 22, 2009, the Debtors e-mailed and faxed the Prospective
Purchaser that the Debtors considered the Bid to be inadequate
and not in the best interest of the Debtor's, and accordingly,
rejected the Bid.  The correspondence noted that the "bank
groups" supported that determination, although the unsecured
creditors committee was not taking a position.

Counsel for the DCP, Sidney L. Cottingham, Esq., at Cottingham &
Porter, P.C., laments that prior to the rejection, the Debtors
have not sat down with the Prospective Purchaser and the court-
appointed mediator as clearly instructed by the court during the
Bidding Procedures Hearing.  Further, prior to the rejection, the
Prospective Purchaser was still fervently working on various
financial aspects of the Bid, felt it was in active negotiation
with the Debtor, had ordered an updated Phase I, and otherwise
was engaged in due diligence with respect to the Bid, Mr.
Cottingham adds.

"We've played by the book but there has been no meeting in the
middle," the Wall Street Journal quoted JoAnne Lewis, executive
director of the Douglas-Coffee County Economic Development
Authority, as saying.

Despite having been rejected by Pilgrim's Pride for submitting a
bid too low, the El Dorado Officials and investors still hope on
getting a shot at buying the El Dorado Poultry Facility,
NWAnews.com reported.  The Journal, however, reported that El
Dorado government officials have given up trying to find a buyer
for Pilgrim's El Dorado facility.

In light of the parties' dispute, Judge D. Michael Lynn suggested
mediation for the parties to resolve the issue.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Court OKs Airgas Adequate Protection Deal
----------------------------------------------------------
Airgas, Inc., together with its subsidiaries, Airgas Southwest,
Inc., Airgas South, Inc., Airgas Mid South, Inc., and Airgas
Carbonic, Inc., d/b/a Dry Ice, obtained approval from the U.S.
Bankruptcy Court for the Northern District of Texas of adequate
protection agreement they entered into with Pilgrim's Pride Corp.
and its affiliates.

The agreement is with respect to the protection of certain
equipment provided by the Airgas Entities to the Debtors, which
the Debtors currently possesses and use in the ordinary course of
their business.

Pilgrim's Pride Corporation and the Airgas Entities are parties
to a prepetition Purchase Agreement under which the Airgas
Entities sell CO2 "dry ice" pellets, CO2 liquids, and other
liquids and gases and related ancillary products to PPC.  In
addition, the Airgas Entities provide PPC with certain equipment,
including dry ice boxes, cylinders, and trailers necessary for
the transportation, use and storage of the Goods.

The salient provisions of the Adequate Protection Agreement are:

  (a) except to return Equipment to the Airgas Entities, the
      Debtors will not transfer any Equipment in their
      possession at any time during the course of their
      bankruptcy cases to any non-Debtor unless otherwise
      allowed pursuant to the Purchase Agreements or mutually
      agreed by the Debtors and the Airgas Entities;

  (b) the Debtors will not encumber any Equipment in their
      possession at any time during the course of their
      bankruptcy cases, unless otherwise allowed
      pursuant to the Purchase Agreements;

  (c) the Debtors will maintain and preserve any Equipment in
      their possession in a commercially reasonable manner in
      accordance with the prior course of dealings with the
      Airgas Entities; and

  (d) the Debtors will enable the Airgas Entities to collect
      their owned Equipment in the ordinary course and in
      accordance with the terms of the Purchase Agreements.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Creditors Suit Vs. CoBank Tolled Until Aug. 3
--------------------------------------------------------------
The Official Committee of Unsecured Creditors and CoBank ACB
sought and obtained Judge Lynn's approval of a stipulation
tolling until August 3, 2009, all time periods and schedule
related to the adversary proceeding.

On behalf of the Debtors and their estates, the Official
Committee of Unsecured Creditors filed an adversary proceeding
against CoBank ACB asking the Court to declare that CoBank's
liens on certain of the Debtors' assets are unperfected.  The
Committee also sought to avoid CoBank's liens pursuant to Section
544(a)(1) or (a)(2) of the Bankruptcy Code.

CoBank made certain loans to Pilgrim's Pride Corporation, as
borrower, pursuant an Amended and Restated Credit Agreement,
dated September 21, 2006.  Under the Credit Facility, the Debtors
granted CoBank security interests in:

  -- all of PPC's equipment attached to or used in connection
     with the "Pledged Facilities" and any replacements or
     substitutions of these;

  -- all of PPC's right, title and interest to insurance
     policies covering the Equipment;

  -- all books and records relating to the Equipment or
     Insurance; and

  -- the proceeds of these items.

According to the Committee's counsel, Jason S. Brookner, Esq., at
Andrews Kurth LLP, in Dallas, Texas, the Security Agreement
relating to the Credit Agreement is governed by Colorado law.
Under Section 9-301 of the Colorado Uniform Commercial Code,
perfection of a security interest is governed by the local law of
the jurisdiction in which the debtor is organized.

PPC is a Delaware corporation, thus, Mr. Brookner asserts, the
Delaware UCC governs the issue of whether CoBank, as agent,
properly perfected its security interest in the Personal Property
Collateral.

In its lawsuit, the Committee complains that the UCC financing
statement filed by CoBank with the Delaware Secretary of State in
July 2001 is defective, and CoBank's lien is thus unperfected,
because it does not include or cover the Personal Property
Collateral located at the "Pledged Facilities" in Alabama,
Arkansas, Florida, Georgia, Kentucky, Louisiana, South Carolina,
and Tennessee; Lee County, North Carolina; Angelina and
Nacogdoches, Texas; and a tract located in Shelby County, Texas.

Because CoBank's liens on the Personal Property Collateral
located at the Unperfected Facilities were unperfected, the Court
should declare CoBank's liens to be unperfected and avoided under
applicable law, the Committee asserts.

Pursuant to Sections 1107 and 544(a)(1), the Debtors have, as of
the Petition Date, the rights and powers of, or may avoid any
transfer of property or any obligation incurred that is voidable
by a creditor that extends credit to the Debtors at the time of
the Petition Date, Mr. Brookner asserts.

Because CoBank's liens on the Personal Property Collateral
located at the Unperfected Facilities were unperfected as of the
Petition Date, the liens should be avoided pursuant to Sections
544(a)(1) or (a)(2), the Committee maintains.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PLIANT CORP: Wants Ruling Allowing Apollo Plan Suspended
--------------------------------------------------------
Pliant Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to stay its orders eliminating
exclusivity and allowing private equity fund Apollo Management to
put forth a competing restructuring plan, according to Law360.

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.


PMT INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PMT Investments, LLC
        22931 14 MILE RD
        Clinton Twp., MI 48035

Bankruptcy Case No.: 09-61495

Chapter 11 Petition Date: July 9, 2009

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

Judge: Steven W. Rhodes

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.com

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

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

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

The petition was signed by Paul Turkal, president of the Company.


PORTER HAYDEN: Asbestos Insurance Assigned to Trust
---------------------------------------------------
According to Bill Rochelle at Bloomberg News, Judge Andre Davis of
the U.S. District Court for the District of Maryland in Baltimore
rejected several arguments made by an insurance company to avoid
liability for asbestos claims against Porter Hayden & Co..

National Union Fire Insurance Co. of Pittsburgh argued that it had
no liability on the policies because bankruptcy bars the creditors
from bringing suits against the company; assigning the insurance
policy to the trust violated the policy; and the trust is not an
insured.

Judge Andre Davis rejected all of the arguments, noting that the
policy hadn't been assigned, only delegated to the trust.  Even if
the policy were assigned in violation of the policy, it wouldn't
have voided the policy.  The fact that creditors can't sue in
bankruptcy doesn't mean there isn't liability covered by the
policy, Judge Davis said.

The case involved Maryland state insurance law. The result may not
be the same in all states, Mr. Rochelle points out.

                       About Porter Hayden

Headquartered in Baltimore, Maryland, Porter Hayden sold and
installed insulation products.  The Company went out of business
in 1989.  Since then, its activities have been limited to running
off its asbestos claims, securing insurance coverage for the
claims, and paying claims and related expenses.  The Company filed
for chapter 11 protection on March 15, 2002 (Bankr. D. Md. Case
No. 02-54152).  Paul Nussbaum, Esq., at Whiteford, Taylor &
Preston, LLP, represents the Debtor.  Philip Milch, Esq., at
Campbell & Levine, represents the Unsecured Creditors Committee.
Edward Harron, Esq., at Young Conaway, is counsel for the Legal
Representative for Future Asbestos Claimants.

Following a rare joint hearing before the U.S. District Court for
the District of Maryland and the U.S. Bankruptcy Court for the
District of Maryland, the Chapter 11 reorganization plan for
Porter Hayden Company was approved on July 7, 2006.  An Asbestos
Trust, a pool of funds for payment of tens of thousands of
existing claimants and potentially thousands of future claimants,
was also created.


PORTRAIT CORP: Bankr. Ct. Abstains from Postconfirmation Dispute
----------------------------------------------------------------
WestLaw reports that a bankruptcy court would exercise its
discretion to permissively abstain from hearing a postconfirmation
dispute between a purchaser of the Chapter 11 debtor's assets and
another non-debtor party suing it in another forum for its alleged
trademark infringement, though the purchaser, by way of defense to
these trademark infringement claims, asserted that the
infringement claims were barred by language in the bankruptcy
court's sales order stating that the sale would be "free and clear
of any prepetition or postpetition liens, claims, encumbrances,
defenses and interests."  The issues raised by the dispute
overlapped significantly with those before the federal district
court in the trademark infringement action and could be decided by
the district court. The dispute was only tangentially related to
the debtor's bankruptcy, and commencement of the proceeding in
bankruptcy court raised more than a suggestion of forum shopping.
In re Portrait Corp. of America, Inc., --- B.R. ----, 2009 WL
1922209 (Bankr. S.D.N.Y.).

Portrait Corporation of America Inc. -- http://pcaintl.com/--
provided professional portrait photography products and services
in Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  Portrait Corporation
and its debtor-affiliates filed for Chapter 11 protection on
August 31, 2006 (Bankr S.D. N.Y. Case No. 06-22541).  John H. Bae,
Esq., at Cadwalader Wickersham & Taft LLP, represented the
Debtors in their restructuring efforts.  Berenson & Company
LLC served as the Debtors' Financial Advisor and Investment
Banker. Kristopher M. Hansen, Esq., at Stroock & Stroock &
Lavan LLP represented the Official Committee of Unsecured
Creditors, and Peter J. Solomon Company served as financial
advisor for the Committee.  At June 30, 2006, the Debtor had
total assets of $153,205,000 and liabilities of $372,124,000.
After selling its assets to CPI Corp. for $82.5 million in
June 2007, the estate obtained confirmation of a Chapter 11
plan to distribute those sale proceeds in July 2007.


PREFERRED INSURERS: AM Best Gives B+ for Financial Strength
-----------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B+
(Good) and an issuer credit rating of "bbb-" to Preferred
Contractors Insurance Company Risk Retention Group, LLC (PCIC)
(Billings, MT).  The outlook assigned to both ratings is stable.
These rating actions reflect PCIC's adequate capitalization and
its quality management team, which has substantial expertise in
marketing the type of business PCIC writes.  Also inuring to the
ratings is incorporation of a favorable business plan, upon which
the profitability and liquidity metrics of the ratings are based.

Partially offsetting these positive rating factors are the
Company's volatile operating results during the first three years
of operation, high expense ratio and limited business profile.  An
additional offsetting factor is execution risk associated with the
implementation of PCIC's business plan.

Further rating factors are the company's fundamental business
strategies, which include providing stable insurance coverage
coupled with quality service for its members.  Reflecting its
limited business profile, PCIC as an insurer is exclusively
oriented toward one class of insures, who act to concatenate the
company's spread of risk.  PCIC maintains a conservative operating
strategy by limiting participation in its insurance program to
members.  Its geographic diversification is adequate since PCIC is
registered in 20 states and has registrations pending in other
states.  The company is writing a consistent book of business and
is familiar with the accounts it writes.  The insurance program
provides general liability coverage to general contractors and
subcontractors in the residential and commercial construction
industry.  The Company has consistently posted negative
underwriting profits in its three short years of operations.
However, the ratings recognize PCIC's financial projected
operating results indicating favorable returns.

A.M. Best has concerns with PCIC meeting the goals included in its
business plan, with the existing competitive pressures as well as
economic volatility.  A.M. Best will closely monitor the quarterly
performance of PCIC, and any material negative deviation from its
business plan in terms of management, earnings, capitalization or
risk profile could result in negative rating pressure and a
possibly downgrading of the ratings.

Based in Billings, Mont., Preferred Contractors Insurance Company
Risk Retention Group, LLC (PCIC) -- http://www.pcicrrg.com/--
provides personalized underwriting process that allows clients to
tailor coverage to properly outfit the contractor with excellent
coverage and rates.


PRIZE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Prize Properties, LLC
        3780 Hancock Street, Suite G
        San Diego, CA 92110

Bankruptcy Case No.: 09-09817

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 West C Street, Suite 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245
                  Email: tom@tcnlaw.com

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

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

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

The petition was signed by Mac Bagby, authorized of the Company.


PROPEX INC: Court Sets July 31 Administrative Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has entered an order requiring administrative claimants to file
motions for allowance and payment of administrative expense claims
arising on or after the Petition Date on or before July 31, 2009,
5:00 p.m.

The indenture trustee pursuant to an indenture dated as of
December 1, 2004, as supplemented, pursuant to which 10% Senior
Notes due 2012 were issued, will not be required to file a motion
to request payment of administrative expense claims.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


PROPEX INC: Court to Hold Hearing on Disc. Statement Today
----------------------------------------------------------
Fabrics Estate Inc., Fabrics Estate Holdings Inc., Concrete
Estate Systems Corporation, Fabrics Estate International Holdings
I Inc., and Fabrics Estate International Holdings II Inc.,
formerly known as Propex Inc. and its debtor affiliates, filed
with the Court an amended Motion for Approval of the Disclosure
Statement and the certain Plan Solicitation Procedures.

The Debtors urge the Court to establish July 15, 2009, the first
day of the Disclosure Statement Hearing, as the record date for
purposes of determining which creditors and equity security
holders are entitled to vote on the Plan and which non-voting
creditors and equity security holders are entitled to receive
certain informational materials.

With regards to the special distribution and voting procedures
for beneficial holders of bonds, the Debtors propose that Epiq
Bankruptcy Solutions, LLC, not Wilmington Trust as previously
requested, be required to compile a list of current nominal
holders of the Debtors' 10% senior notes due December 1, 2012,
and to deliver Solicitation Packages to each of the Nominal
Holders.

The Debtors propose to cause Epiq to transmit the Solicitation
Packages to the Beneficial Holders by sending the materials by
courier or overnight delivery no later than the Solicitation Date
to the Nominal Holders, who will promptly transmit a Solicitation
Package to each Beneficial Holder for whom the Nominal Holder
holds or held those securities.

The Debtors further propose that the Solicitation Packages to be
transmitted to the Beneficial Holders will include a ballot for
the Beneficial Holders and a return envelope provided by, and
addressed to, the appropriate Nominal Holder.  Beneficial Holders
will be required to return their ballots to the appropriate
Nominal Holders.

Upon receipt by the Nominal Holders of ballots returned from
Beneficial Holders, the Nominal Holders must then summarize the
individual votes of the Beneficial Holders from the Beneficial
Holders' ballots on a master ballot to be provided to the Nominal
Holders by the Debtors.  The Nominal Holders will then return the
Master Ballot to Epiq by the ballot return date.

The Debtors will serve a copy of the Amended Plan Solicitation
Procedures Motion on the Nominal Holders.  The Debtors aver that
this procedure adequately recognizes the complex structure of the
securities industry, enables them to transmit materials to the
Nominal Holders and ultimately, to the Beneficial Holders of the
Bonds, and affords those persons with a fair and reasonable
opportunity to vote.

All ballots will be accompanied by return envelopes addressed to
Epiq, or in the case of Beneficial Holders, the address of
appropriate Nominal Holder.

The Debtors further propose that ballots cast by creditors who
have timely filed proofs of claim in unliquidated or unknown
amounts that are not the subject of an objection before the
commencement of the Confirmation Hearing, will have their ballots
counted towards satisfying the numerosity requirement of Section
1126(c) of the Bankruptcy Code, but will only have their ballots
count $1 towards satisfying the aggregate claim amount
requirements of Section 1126(c).

                          PBGC Objects

The Pension Benefit Guaranty Corporation, a wholly owned United
States government corporation that administers the defined
benefit pension plan termination insurance program under Title IV
of the Employee Retirement Income Security Act of 1974, asserts
the Disclosure Statement violates Section 524(e) of the
Bankruptcy Code because of its failure to provide sufficient
information concerning the injunction relating to non-debtors.
PBGC contends that the injunction is overbroad and would prevent
PBGC from carrying out its statutory duties to enforce the
fiduciary provisions of the ERISA against non-debtors.

PBGC has filed claims, totaling more than $20,000,000, with
respect to the pension plans against each of the Debtors,
representing claims for which the Debtors are jointly and
severally liable to the pension plans.

PBGC argues that the Debtors' proposed Joint Disclosure Statement
fails to inform creditors of facts that may affect the value of
any recovery on and treatment of their claims and therefore, does
not provide adequate information.

The Court is set to convene a hearing on July 15, 2009, to
consider the adequacy of the Disclosure Statement.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


PROPEX INC: Fabrics Estate Files 1st Amended Plan of Liquidation
----------------------------------------------------------------
Fabrics Estate Inc., Fabrics Estate Holdings Inc., Concrete
Estate Systems Corporation, Fabrics Estate International Holdings
I Inc., and Fabrics Estate International Holdings II Inc.,
formerly known as Propex Inc. and its debtor affiliates,
delivered to the U.S. Bankruptcy Court for the Eastern District
of Tennessee their First Amended Joint Plan of Liquidation on
July 10, 2009.

The Amended Plan reflects, among other things, the changes made
to the Debtors' company names pursuant to the Revised Asset
Purchase Agreement between the Debtors and Xerxes Operating
Company LLC and Xerxes Foreign Holding Corp.

The Amended Plan also includes additional provisions for the
treatment of certain claims, including the Indenture Trustee Fee
Claims and Prepetition Unsecured Note Claims.

* Indenture Trustee Fee Claims

    On or after the Plan Effective Date, the Indenture Trustee
    Fee Claims will be treated as an administrative claim
    against the Debtors pursuant to Section 503(b) of the
    Bankruptcy Code and will be paid by the Liquidating Trust
    without the need for the Indenture Trustee, Gene Davis, to
    file an application for allowance with the Bankruptcy Court.
    To receive payment of the Indenture Trustee Fee Claims, the
    Indenture Trustee must provide reasonable customary detail
    or invoices in support of those Claims to the Liquidating
    Trust no later than 15 days after the Effective Date.

    The Liquidating Trust will have the right to file an
    objection to the Indenture Trustee Fee Claims based on a
    "reasonableness" standard within 20 days after receipt of
    supporting documentation.  The Liquidating Trust will pay
    any Indenture Trustee Fee Claims by the later of (i) 30 days
    after the receipt of supporting documentation from the
    Indenture Trustee; or (ii) 10 business days after the
    resolution of any objections to the claims of the Indenture
    Trustee with respect to the portion of the Indenture Trustee
    Fee Claims subject to that objection.

    Any disputed amount of the Indenture Trustee Fee Claims will
    be subject to the jurisdiction of the Bankruptcy Court.

    In the event that the Liquidating Trust and the Indenture
    Trustee are unable to resolve a dispute with respect to an
    Indenture Trustee Fee Claim, the Indenture Trustee may elect
    to submit any dispute to the Bankruptcy Court for resolution
    or assert its Charging Lien to obtain payment of the
    disputed Indenture Trustee Fee Claim.

* Prepetition Unsecured Note Claims

    Class 3 consists of Allowed General Unsecured Claims,
    including Allowed Prepetition Unsecured Note Claims.  The
    Amended Plan provides that on the Effective Date, the
    Prepetition Unsecured Note Claims will be allowed for
    $152,000,000 in the aggregate, including principal and
    accrued unpaid interest as of the Petition Date.  Each
    holder of an Allowed General Unsecured Claim will receive
    its pro rata share of the General Unsecured Claim
    Distribution from the Liquidating Trust after payment in
    full of Allowed Administrative Expense Claims, Allowed
    Priority Tax Claims, and all Class 1 and Class 2 claims.

    Distributions on Account of Prepetition Unsecured Notes will
    be made to the Indenture Trustee or with the prior consent
    of the Indenture Trustee, through the facilities of
    Depository Trust Company, or if applicable, the Liquidating
    Trustee.  If a distribution is made to the Indenture
    Trustee, the Indenture Trustee, in its capacity as
    disbursing agent, will administer the distribution in
    accordance with the Plan and Indenture.  Distribution to the
    holders of Prepetition Unsecured Notes will be made to the
    record holders of the Prepetition Unsecured Note Claims
    within five business days after the Distribution Date.  The
    record holder will provide the name, address and holdings of
    each registered holder as of the Distribution Date and must
    be consistent with the applicable Prepetition Unsecured Note
    Claim.

The Amended Plan also added certain items with respect to the
Liquidating Trust:

  * The Liquidating Trust, not the Liquidating Trustee, will
    assume liability for and incur obligation to make the
    Distributions required to be made under the Plan and to
    handle all aspects of the claims contest and dispute process
    on and after the Effective Date.

  * The Liquidating Trust will take possession of the Trust
    Assets and will conserve, protect, collect and liquidate all
    assets that constitute part of the Trust Assets and have all
    the responsibility to review, analyze and prosecute
    avoidance of actions under the Plan and Liquidating Trust
    Agreement.

  * The Liquidating Trustee will be entitled to receive
    compensation for services rendered at customary rates
    charged by the Liquidating Trustee for its services.  An
    agreement letter for the Liquidating Trustee will be filed
    as part of the Plan Supplement.

  * All cash necessary for the Liquidating Trust to make
    distributions pursuant to the Plan will be obtained from
    existing cash balances, including the sale proceeds and the
    remaining portions of the carve out and the other assets of
    the Liquidating Trust.

  * The Liquidating Trust will be obligated to file all
    applicable state and federal tax returns on behalf of the
    Debtors' estates.  Payment of any fees and expenses of the
    Indenture Trustee will be the sole responsibility of the
    Liquidating Trust.

A full-text copy of the Debtors' 1st Amended Joint Plan of
Liquidation is available for free at:

     http://bankrupt.com/misc/Propex_1stAmendedPlan.pdf

A full-text copy of the Debtors' 1st Amended Disclosure Statement
is available for free at:

     http://bankrupt.com/misc/Propex_1stAmendedDisclosure.pdf
     http://bankrupt.com/misc/Propex_1stADisclosurePart2.pdf

The Debtors also attached certain exhibits to its Amended
Disclosure Statement.  They include a glossary of defined terms,
a notice for the voting classes, forms of the ballots, and
monthly operating reports for May and June 2009.

The Disclosure Statement Hearing is currently set for July 15,
2009.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


QMG HOLDINGS: S&P Withdraws 'CCC+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Newton,
Massachusetts-based business-to-business publisher and trade show
holding company QMG Holdings Inc., which S&P analyzed on a
consolidated basis with operating subsidiary Questex Media Group
Inc.

The ratings withdrawal reflects the lack of financial information
on the company.

                           Ratings List

                             Withdrawn

                        QMG Holdings Inc.

                                  To      From
                                  --      ----
       Corporate Credit Rating    NR      CCC+/Negative/--

                     Questex Media Group Inc.

                                         To      From
                                         --      ----
              Secured First Lien         NR      CCC+
                Recovery Rating          NR      4
              Secured Second Lien        NR      CCC-
                Recovery Rating          NR      6


QUAIL RIDGE: Sent to Chapter 7 Bankruptcy by Four Creditors
-----------------------------------------------------------
Boston Business Journal reports that Peter Manning, Chris Manning,
James Pomposelli, and John Eaton have filed an involuntary
Chapter 7 petition against Quail Ridge Country Club.

According to court documents, Messrs. Manning, Pomposelli, and
Eaton claim that Quail Ridge owed them $50,000 each.

The Acton-Boxborough Beacon reported in June that Quail Ridge was
recently sold and in a separate transaction leased by some former
members.  According to The Acton-Boxborough Beacon, the new
operators took steps including killing a $75,000 initiation fee,
to try to revive the course.

Quail Ridge Country Club is a private, member-owned community and
club spread out over 578 acres of pines, palms, oaks, hibiscus,
bougainvillea and other varieties of trees, shrubs and bushes.
Featuring apartments, villas and luxurious custom homes, this low-
density community offers 36 holes of championship golf by Joe Lee,
an active lifestyle and close proximity to the culture and
amenities of the Palm Beaches.


RAAD ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Raad Enterprises LLC
        3768 Prado De Oro
        Calabasas, CA 91302

Bankruptcy Case No.: 09-18490

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Sammy Zreik, Esq.
                  21515 Hawthorne Blvd, Ste 980
                  Torrance, CA 90503
                  Tel: (888) 972-9477
                  Fax: (4240 247-9672
                  Email: sammy.zreik@wkzlaw.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/cacb09-18490.pdf

The petition was signed by Mohammad Rad, president of the Company.


RATHGIBSON INC: Wilmington Trust Only a DIP Agent, Not Lender
-------------------------------------------------------------
Wilmington Trust is serving as administrative agent to a group of
lenders, not extending credit, in a transaction that provides
financing to RathGibson Inc., an Illinois-based manufacturer which
filed for Chapter 11 protection in the United States Bankruptcy
Court for the District of Delaware on July 13, 2009.

Wilmington Trust issued the statement to clarify its role in
RathGibson's bankruptcy.

According to Wilmington Trust, news reports surfaced that may have
led readers to believe that Wilmington Trust is providing up to
$80 million of debtor-in-possession financing to RathGibson.  In
fact, Wilmington Trust represents the lenders exclusively as an
agent providing loan administration services, for which it is paid
a fee.  Wilmington Trust is not a lender to RathGibson and has no
credit exposure to the manufacturing company.  The RathGibson
transaction has no effect on Wilmington Trust's balance sheet,
credit quality, or financial condition.  Wilmington Trust's
commercial lending activities are focused on privately held or
family-owned companies in the mid-Atlantic region.

Wilmington Trust's Corporate Client Services business offers
institutional trustee, agency, asset management, retirement plan,
and administrative services for clients worldwide who use capital
market financing structures, as well as those who seek to
establish or maintain nexus, or legal residency, for special
purpose entities. Because Wilmington Trust does not underwrite
securities offerings or provide investment banking services, it is
able to deliver corporate trust services that are conflict-free.

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

As reported by the Troubled Company Reporter on July 14, 2009,
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.

As reported by the Troubled Company Reporter on July 14, 2009,
RathGibson 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.

RathGibson 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.

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: Moody's Changes Ratings on $130 Mil. Notes to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded Real Mex Restaurant Inc.'s
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

Although the actual issuance amount of $130 million was higher
than the originally proposed $110 million, the pro-forma total
funded debt post-transaction is slightly lower than the proposed
debt structure, due to the exchange by a lender under the Senior
Unsecured Credit Facility of $15.0 million of such unsecured debt
for $4.6 million aggregate principal amount of the new senior
secured notes.  Other changes related to the refinancing, such as
the maturity extension to June 2012 from January 2010 of the 1st
lien senior secured credit facilities and relaxation of financial
covenants therein under, are generally in line with Moody's
expectation.  However, Moody's considers the exchange of unsecured
term loan with less amount of new secured notes a distressed
exchange on the term loan, thus has changed the PDR to Caa2/LD to
reflect a "limited default".  The PDR will revert to Caa2 in
approximately three business days.

"The completion of the refinancing has improved its liquidity, and
affords the company more time and flexibility to deal with its
operating challenges," said Moody's analyst John Zhao.  "The
rating outlook is stable now as a result."

The rating action is:

Rating upgraded:

* Speculative Grade Liquidity rating -- to SGL-3 from SGL-4

Rating revised:

* $130 million 2nd lien senior secured notes due 2012 -- to B3
  (LGD2, 28%) from (P)B3(LGD2, 26%)

* Probability of Default Rating -- to Caa2/LD from Caa2

Ratings affirmed:

* Corporate Family Rating -- at Caa2

Ratings withdrawn:

* $105 million 2nd lien senior secured notes due 2010 -- at B3
* Rating outlook: changed from developing to stable

The last rating action on Real Mex occurred on June 19, 2009 when
its Moody's assigned a provisional rating of (P)B3 to its proposed
2nd lien senior secured notes new issuance.

Real Mex Restaurants, Inc., headquartered in Cypress, California,
is a leading Mexican-themed restaurant chain operator that owns,
operates and franchises casual dining restaurants primarily under
the El Torito, Chevys Fresh Mex and Acapulco Mexican Restaurant
concepts.  At March 29, 2009, Real Mex operated 189 restaurants of
which 155 were located in California and the remainder were
located in 12 other states.  Total revenues for twelve months
ending March 29, 2009, were approximately $545 million.


REGAL CINEMAS: Fitch Assigns 'B+/RR4' Rating on $400 Mil. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to Regal Cinemas
Corp.'s (indirect wholly owned subsidiary of Regal Entertainment
Group) $400 million 8.625% senior unsecured notes.  These notes
are expected to rank senior to Regal Cinemas' existing 9.375%
senior subordinated notes and junior to the secured bank facility.
In addition, the $400 million in notes are structurally senior to
RGC's 6.25% convertible notes.  Proceeds of the notes are expected
to be used to repay borrowings under the Regal Cinemas' bank term
loan due 2013.

Fitch has taken these rating actions:

RGC

  -- Issuer Default Rating affirmed at 'B+';
  -- Senior unsecured convertible notes affirmed at 'CCC/RR6'.

Regal Cinemas:

  -- IDR affirmed at 'B+';
  -- Senior secured facility upgraded to 'BB+/RR1' from 'BB/RR2';
  -- Senior unsecured notes assigned 'B+/RR4';
  -- Senior subordinated notes affirmed at 'B-/RR6';

The Rating Outlook is Stable.

Fitch has expected movie theaters to continue to demonstrate their
hit-driven characteristics (i.e. dependence on a strong supply of
films from the studios), and as such the solid film slate to date
has driven industry attendance up approximately 9%.  While Fitch
believes attendance and box office revenue is relatively
uncorrelated with the macro-economy, operating performance is
susceptible to meaningful volatility and weakness.  Fitch remains
concerned with exhibitors' limited control over their core revenue
stream, relatively inflexible cost structures and high debt
levels.  Also, Fitch acknowledges acquisition risk may be
heightened within the movie exhibitor industry due to National
Amusements, Inc. intentions to sell assets.  Movie exhibitors
generate nominal free cashflow with which to finance acquisitions
and have track records of debt-funded consolidation activity.  To
the extent financing was available, Fitch would expect any
acquisition of part of NAI portfolio to be predominantly debt
financed.

Intermediate-term risks include increased competition from at-home
entertainment media, collapsing film distribution windows,
increasing indirect competition from other distribution channels
(such as DVD, video on demand or the Internet), and RGC's history
of aggressive common and special dividend payouts.  (Fitch notes
the company did cut its common dividend 40% earlier in 2009.)

As of March 31, 2009, RGC's concession revenues have remained
stable despite the weak economic conditions.  Fitch remains
cautious that high margin concessions (85% gross margin; 26% of
RGC's total revenues), may be vulnerable to reduced per-guest
concession spending due to cyclical factors or a re-acceleration
of commodity prices.

The ratings continue to reflect RGC's size and position as the
largest domestic movie exhibitor, with 6,773 screens in 549
theaters.  RGC's portfolio has higher-than average screens per
location (approximately 12) and Fitch expects the company to
continue to improve its relatively modern theater circuit in a
disciplined manner.  The ratings also reflect solid geographic
diversity and sound operating performance.

As of March 31, 2009, liquidity is made up of $187 million in cash
and $92.3 million in credit facility availability (reduced by
$2.7 million in letters of credit and $5 million exposure to
Lehman), under its $100 million credit facility, which matures in
October 2011.  Total debt as of March 31, 2009 was $2 billion and
lease adjusted leverage, based on Fitch's calculations, was 5.6
times (x) (unadjusted leverage was 3.9x).  The company has no
significant maturity until 2011.

The January 2009 amendment provided (in addition to delaying
covenant step downs) RGC with the ability to (1) conduct a Dutch
Auction and repurchase up to $300 million in term loans by
October 17, 2009; and (2) when calculating the leverage and
adjusted leverage ratios (for compliance purposes only), RGC may
exclude up to $200 million in debt that is subordinated to the
bank credit agreement debt, issued for the purpose of refinancing
term loan debt.  The reduction in term loan borrowings from the
issuance of the $400 million note will provide additional
financial flexibility within the bank covenants to withstand
EBITDA declines.

RGC's Recovery Ratings (RR) reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern), rather than a liquidation. Fitch estimates an adjusted,
distressed enterprise valuation of $1.6 billion using a 5x
multiple.  The 'RR1' Recovery Rating for the company's credit
facilities reflects Fitch's belief that 91%-100% expected recovery
is reasonable.  While Fitch does not assign Recovery Ratings for
the company's operating lease obligations, it is assumed that the
company rejects only 30% of its remaining $3.6 billion in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values.  The 'RR4' Recovery Ratings for Regal
Cinemas' senior unsecured notes (equal in ranking to the rejected
operating leases) reflect an expectation of 31%-50% recovery.  The
'B-/RR6' rating for Regal Cinemas' senior subordinated notes
reflects the bonds structural seniority over RGC's convertible
notes ('CCC/RR6') and Fitch's expectation for zero recovery.


ROCKY MOUNTAIN: Defaults on Bond Payments; Files for Ch 11 Bankr.
-----------------------------------------------------------------
Greg Avery at Denver Business Journal reports that Rocky Mountain
Instrument Co. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Colorado, when it
defaulted on its bond payments.

Rocky Mountain listed American National Bank as the holder of
industrial bonds arranged in 1998 in conjunction with the city of
Lafayette, says Business Journal.  According to Business Journal,
the default threatened to put Rocky Mountain's headquarters
property at 106 Laser Dr. into foreclosure.  Court documents say
that Rocky Mountain failed last year to refinance its debts or
sell its laser technology business to recapitalize the rest of the
Company.

According to Business Journal, Rocky Mountain blamed its collapse
on a raid by U.S. Department of Defense investigators in 2007 and
global recession.  Business Journal relates that investigators of
the military's Defense Criminal Investigative Service, or DCIS,
arrived at Rocky Mountain's headquarters on October 11, 2007, and
confiscated computers and files as part of a probe that the
Company's lawyers said was related to U.S. export controls
restricting technology with weapons applications.

An employee filed a complaint with the DCIS that led to the raid,
Steve Hahn, Rocky Mountain executive vice president and who is
part of the Hahn Family LLLP ownership of the Company, said in
court documents.  According to court documents, Mr. Hahn said that
the employee claimed that Rocky Mountain committed a "procedural
violation" of export controls by allowing specifications for an
unspecified product to go overseas.  Rocky Mountain said that it
received government licenses to send such specifications to
overseas suppliers, Business Journal states.

The DCIS probe, according to Business Journal, has produced no
charges against Rocky Mountain, but Mr. Hahn said that the raid
led to a 15% decline in business as some cllients lost confidence
in the Company.  Citing Mr. Hahn, the report states that the
recession caused a decline in Rocky Mountain's sales and the
Company lost money through 2008.

Court documents say that Rocky Mountain asked the Court's
permission to use $1.06 million of its available lines of credit
before the end of July to keep operating and fulfill customer
orders.  Mr. Hahn said in court documents that more money could be
needed between the end of July and the end of October to keep the
Rocky Mountain functioning.  According to Business Journal, Rocky
Mountain wants to use the cash to keep employees, saying that they
are highly specialized and it would take months to train any
replacements that the Company could find.

Lafayette, Colorado-based Rocky Mountain Instrument Inc. is a
high-tech optics company.  The Company and its laser subsidiary
makes a variety of photonics products for industry and defense
use, including optics that defense giant Lockheed Martin Corp.
planned to use in its F-22 fighter currently under development.
TheCompany has offices in Russia and South Korea in addition to
its Lafayette site.


ROME CORP: Debtor Has Title to Propane Tank Under Vt. UCC
---------------------------------------------------------
WestLaw reports that under Vermont's version of the Uniform
Commercial Code (UCC), as predicted by a Vermont bankruptcy court,
title shifts to a buyer of goods upon the delivery of such goods,
by operation of law, even when the parties have explicitly agreed
that title will remain in the seller post-delivery.  This result
was compelled by the statutory language and the overwhelming
weight of authority, the bankruptcy court concluded, even though
the approach might punish a seller of goods who acted in good
faith and relied upon candid representations of the party with
whom it was contracting.  Thus, title to a propane tank system
that was installed prepetition on a Chapter 7 debtor's property by
a gas company passed by operation of law when the system was
delivered and installed, even though the debtor and the gas
company orally and explicitly agreed that the gas company would
retain title to the system until it was paid for by the debtor,
and even though the gas company contended that trade usage
supported its ownership claim.  The gas company was left only with
a reservation of a security interest, which it failed to perfect
as of the date of the trustee's sale of the debtor's assets.
Therefore, the assets buyer acquired the system free and clear of
any lien or interest of the gas company.  In re Rome Family Corp.,
--- B.R. ----, 2009 WL 1886056 (Bankr. D. Vt.).


ROUNDY'S SUPERMARKETS: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating and stable outlook for Milwaukee-based
Roundy's Supermarkets Inc.

In assessing multiemployer pension plan risk for Roundy's
Supermarkets, S&P made a number of analytical assumptions and
adjustments based on confidential information provided to us by
these companies.

Based on S&P's criteria, multiemployer pension liabilities are
treated as debt-like obligations, net of tax.

The current ratings do not assume any recovery in the market value
of multiemployer pension plan assets.

For certain multiemployer pension plans, S&P adjusted current
pension deficits to reflect expectations for some future benefit
reductions.

EBITDA is adjusted to reflect only the present value of future
benefits earned by employees for services rendered during the
period

Withdrawal liabilities already incurred from exiting multiemployer
pension plans are viewed as debt-like obligations and added to
debt.

In assessing the overall impact of multiemployer pension plan
deficits to a company's corporate credit rating S&P took into
account a number of factors including the impact on credit
metrics, future expectations for these deficits, historical
operating performance, S&P's expectations for future operating
performance, and the company's liquidity needs.

"The ratings on Roundy's Supermarkets Inc. reflect its highly
leveraged capital structure, its participation in the highly
competitive supermarket industry and its geographic concentration
in Wisconsin and Minnesota," said Standard & Poor's credit analyst
Stella Kapur.

In 2008, Roundy's Supermarket experienced marginal same-store
sales growth.  However, quarterly performance during the year was
inconsistent.  In 2008, the company's operations underperformed in
the second quarter because of increased price investment and
promotional activity and recovered in the fourth quarter, the
result of a reduction in promotion activity and operating costs.
Despite this, Roundy's ended the year with slightly better
operating margins, which compare favorably to industry peers.
Operating margins continued to improve in the company's first
quarter of 2009, despite a slight decline in overall sales.

Roundy's remains highly leveraged.  At April 4, 2009, lease-
adjusted debt to EBITDA was 5.2x and EBITDA interest coverage was
2.9x.  After adjusting for multiemployer obligations, leverage
remains consistent with current ratings.  The company's covenants
tightened further in the first quarter of 2009 and are scheduled
to tighten again in the first quarter of 2010.  However, given
S&P's expectations for the company to generate around $63 million
of free operating cash flow in 2009, S&P believes the company has
the flexibility to further reduce the outstanding amount of its
term loan to remain in compliance with its covenants, as it has
done in the past.  On January 3, 2009, Roundy's Supermarkets made
an optional $75 million prepayment on its term loan which improved
the covenant cushion on its bank facility.


ROYAL WEST: Drew Dillworth Appointed as Receiver
------------------------------------------------
Paul Brinkman at South Florida Business Journal reports that Drew
Dillworth of Stearns Weaver Miller Weissler Alhadeff & Sitterson
has been named as receiver for Royal West Properties' bankruptcy.

Business Journal quoted Peter Valori, who filed the bankruptcy
petition against Royal West on behalf of three creditors, as
saying, "The Company agreed to the bankruptcy moving forward, and
an order of relief was entered last week . . . . In an unusual
move, the Company moved for the appointment of a Chapter 11
Trustee, and all creditors in attendance at the first hearing
agreed."

Business Journal relates that Mr. Dillworth secured the offices of
Royal West and started an analysis of its affairs.  According to
the report, Mr. Dillworth said said, "I've only recently been
appointed in the matter and am in the process of investigating the
financial affairs so that I can file an initial report with the
court."

According to Business Journal, Royal West hired bankruptcy counsel
Scott Brown of Tabas, Freedman, Soloff, Miller & Brown as its
counsel.  Business Journal relates that an additional list of
creditors was filed with the bankruptcy court, naming hundreds of
claims, mostly under $1,000, from individuals and small companies
in Sarasota, Longboat Key, and Fort Myers.

The recession hit many buyers of properties who could no longer
afford to pay their mortgages, Business Journal says, citing Jose
Fuentes, the acting controller at Royal West.  The report says
that Royal West's business method was to acquire property for
development and then finance the sale, assigning the note to its
investors.

Payments on notes stopped in December 2008, Business Journal
relates, citing Mr. Valori.  According to Business Journal, that
Gaston E. Cantens, who created and ran Royal West, brought in many
friends and associates in as Royal West Properties investors.

Mr. Valori said that Royal West told investors that it has about
$17 million in assets and $44 million in debt, but it wasn't
accurate, as it didn't take into account the full value of all
land holdings, Business Journal states.

Miami, Florida-based Royal West Properties, Inc., is one of the
largest real estate investment companies in Miami's Cuban-American
community.  The Company was put into Chapter 11 bankruptcy by
creditors Fernando Barboza, Nestor Barboza, and Panamanian company
Corita Corp. on May 27, 2009 (Bankr. S.D. Fla. Case No. 09-20334).


SAFETY-KLEEN SYSTEMS: S&P Withdraws 'BB-' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'BB-' corporate credit rating, on Plano, Texas-based Safety-
Kleen Systems Inc. at the company's request.


SCANCELLI PRINTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Scancelli Prints, Inc.
        1900 Van Winkle Street
        East Rutherford, NJ 07073

Bankruptcy Case No.: 09-27872

Chapter 11 Petition Date: July 10, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Eric R. Perkins, Esq.
                  McElroy, Deutsch, Mulvaney & Carpenter
                  40 West Ridgewood Avenue
                  Ridgewood, NJ 07450
                  Tel: (201) 445-6722
                  Fax: (201) 445-5376
                  Email: perkins_57@msn.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/njb09-27872.pdf

The petition was signed by Kerop Ozanian, president of the
Company.


SCOTT ROSEBERRY JEWELL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Joint Debtors: Scott Roseberry Jewell
                  aka Jewell Property Management, LLC
                  aka Jewell Property Management Security, DLLC
               Gabriella Ines Pecora
               19334 Green Lakes Loop
               Bend, OR 97702

Bankruptcy Case No.: 09-35461

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtors' Counsel: Anthony V. Albertazzi, Esq.
                  1070 Nw Bond, St #202
                  Bend, OR 97701
                  Tel: (541) 317-0231
                  Email: cilaw75@gmail.com

Total Assets: $5,178,756

Total Debts: $6,175,204

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

             http://bankrupt.com/misc/orb09-35461.pdf

The petition was signed by the Joint Debtors.


SENCORP: Sells Assets Quickly to Wynnchurch Capital
---------------------------------------------------
According to Bill Rochelle at Bloomberg News, SENCORP was
authorized by the U.S. Bankruptcy Court for the Southern District
of Ohio, in Cincinnati to sell its assets to Wynnchurch Capital
Ltd. for $41 million in cash plus debt assumption.

An auction was scheduled for July 1, under which Wynnchurch was
the stalking horse bidder with its $41 million offer.  Under the
contract, SENCORP would sell the assets to Wynnchurch absent
higher and better bids at the auction.

                          About SENCORP

Headquartered in Cincinnati, Ohio, SENCORP makes and sells branded
pneumatic and battery powered staplers, nailers and screw systems
and collated staples, nails and screws.  SENCORP's brand names are
well known in the industry for quality, reliability and service.
Certain aspects of SENCORP's businesses, including the SENCO name,
have existed for over 50 years.  Most of the Company's top ten
customers have purchase products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  The
Debtors are tapping The Garden City Group, Inc., as notice, claims
and balloting agent; Mesirow Financial, Inc., as Investment
Banker; Morris-Anderson & Associates Ltd., for advice on
restructuring alternatives; Latham & Watkins LLP as bankruptcy
counsel; and Frost Brown Todd LLC as co-counsel.  The secured
lenders are represented by Katten Muchin Rosenman LLP.  The
Debtors have assets and debts both ranging from $100 million to
$500 million.


SERGIO GARCIA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Sergio Garcia
               Marisa Garcia
               11448 Valley Court
               St. John, IN 46375

Bankruptcy Case No.: 09-22828

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtors' Counsel: Gordon E. Gouveia, Esq.
                  433 W. 84th Drive
                  Merrillville, IN 46410
                  Tel: (219) 736-6020
                  Fax: (219) 736-2545
                  Email: GEG_law@Ameritech.net

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

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

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

             http://bankrupt.com/misc/innb09-22828.pdf

The petition was signed by the Joint Debtors.


SINCLAIR BROADCAST: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hunt Valley, Maryland-based TV broadcaster Sinclair
Broadcast Group Inc. to 'B-' from 'B+'.  All issue-level ratings
on Sinclair were also lowered by two notches.  At the same time,
S&P placed these ratings on CreditWatch with negative
implications.

S&P's rating action is in response to Sinclair's announcement that
Cunningham Broadcasting Corp., its LMA partner in six markets,
could enter bankruptcy proceedings by the end of July (the
termination date of its $33.5 million term loan), which would
cause a default and potential acceleration under Sinclair's bank
credit facility.  Sinclair has initiated negotiations with
Cunningham, which could lead to an amendment of the LMAs to put
Cunningham in a more favorable financial position or to an equity
or debt contribution from Sinclair.  Sinclair's credit facility
contains certain cross-default provisions with respect to
Cunningham as a "material third-party licensee."  A default by
Cunningham would therefore cause a default under Sinclair's credit
facility and accelerate repayment of Sinclair's debt.  S&P
believes that Sinclair has the financial resources to advance
funds to Cunningham to repay its term loan, if necessary, on the
due date, but that doing so would leave the company with
significantly diminished revolving credit capacity.  Cunningham is
owned by family members of the Smith brothers, Sinclair's majority
owners.  Also, Sinclair has been in litigation for several years
concerning its plan to acquire all of Cunningham's TV stations.
The company also announced that it has initiated discussions
regarding refinancing options for its convertible notes with put
options exercisable in May 2010 and January 2011.

"In resolving S&P's CreditWatch listing, S&P will monitor the
Cunningham situation and could lower S&P's rating on Sinclair by
several notches if it appears increasingly likely that Cunningham
will not be able to renew or repay its term loan, or if Sinclair
is ultimately unwilling to meet Cunningham's obligations," noted
Standard & Poor's credit analyst Deborah Kinzer.

S&P could lower the Sinclair rating to 'D' if Cunningham defaults,
causing a cross-default to Sinclair's debt.  If the Cunningham
matter is settled without a bankruptcy, S&P will reevaluate the
Sinclair ratings based on the terms of the Cunningham resolution
and all other issues affecting Sinclair's near-term business and
financial outlook.  These include its liquidity position, S&P's
expectation of higher leverage, and uncertainties related to the
refinancing of its putable convertible notes.


SOBER LIFESTYLE: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sober Lifestyle, Inc.
        702 NE 8th Avenue
        Delray Beach, FL 33483

Bankruptcy Case No.: 09-24119

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Ronald Lewis, Esq.
                  445 E Palmetto Park Rd
                  Boca Raton, FL 33432
                  Tel: (561) 367-1771
                  Fax: (561) 368-0293
                  Email: rlewis@beltlawyers.com

Total Assets: $4,745

Total Debts: $1,808,620

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

              http://bankrupt.com/misc/flsb09-24119.pdf

The petition was signed by Louis S. Weltman, president of the
Company.


SOUTHEAST REAL ESTATE: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Southeast Real Estate Holdings LLC
        1100 SW 4th Avenue
        Delay Beach, FL 33444

Bankruptcy Case No.: 09-24122

Chapter 11 Petition Date: July 10, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Ronald Lewis, Esq.
                  445 E Palmetto Park Rd
                  Boca Raton, FL 33432
                  Tel: (561) 367-1771
                  Fax: (561) 368-0293
                  Email: rlewis@beltlawyers.com

Total Assets: $1,304,401

Total Debts: $3,641,289

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/flsb09-24122.pdf

The petition was signed by Louis S. Weltman, president of the
Company.


SYNCORA GUARANTEE: BCP to Waive Condition to RMBS Exchange Offer
----------------------------------------------------------------
The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and
for the account of the Distressed Opportunities Master Segregated
Portfolio, said yesterday in connection with the Fund's offer for
55 classes of residential mortgage backed securities insured by
Syncora Guarantee Inc. that it does not expect that at least 72
remediation points will be tendered into or otherwise committed
through alternative settlements and purchases to the offer.

The Fund intends to waive that condition to the offer, subject to
Syncora Guarantee receiving the consent of certain counterparties
to Syncora Guarantee's credit default swap transactions and
financial guarantee insurance policies to the waiver of a
comparable condition in the master transaction agreement entered
into between Syncora Guarantee and such counterparties.  The offer
was slated to expire at 4:59 p.m., New York City time, July 14,
2009, unless extended.

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.


TOUSA INC: Trial to Void Prepetition Lenders' Liens Begins
----------------------------------------------------------
The trial on the official committee of unsecured creditors of
Tousa Inc.'s adversary proceeding against prepetition lenders
began July 13, 2009.

The Creditors Committee, in its lawsuit filed before the U.S.
Bankruptcy Court for the Southern District of Florida, claims that
Tousa's operating subsidiaries were required to guarantee and
pledge their assets for an $800 million loan that gave them no
benefit.  As a result, the Committee wants to knock out the
security interests granted to the lenders.

Tousa filed a revised Chapter 11 plan in April 2009 designed to
permit the company to emerge from bankruptcy before the lawsuit
concludes. The trial will decide how much, if anything, unsecured
creditors recover in the bankruptcy.

As reported by the Troubled Company Reporter on July 9, 2009,
Bankruptcy Court, at the behest of Tousa, has dismissed the third
party complaints brought by Citicorp North America, Inc., as
administrative agent for the first lien term loan lenders, and
Wells Fargo Bank, N.A., as administrative agent for the second
lien term loan lenders against Tousa.

Under their Third-Party Complaint, Citicorp and Wells Fargo
allege that if the Official Committee of Unsecured Creditors
establishes its allegations that the Conveying Subsidiaries were
insolvent on July 31, 2007, then the Debtors would have
materially breached their obligations under the First and Second
Lien Term Loan Credit Agreements.

Judge John K. Olson, in his opinion dismissing the Third-Party
Complaint, noted that the Committee never contends that Tousa and
all of its subsidiaries together were made insolvent -- the
Committee only contends that the operating subsidiaries were made
insolvent.  Judge Olson said that the solvency guarantee given by
Tousa only says that the companies are solvent on a consolidated
basis.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: May Send Cubs to Chapter 11 to Complete Sale
--------------------------------------------------------
Greg Bensinger and Gadi Dechter at Bloomberg News report that
Tribune Co., which is already in Chapter 11, may send The Chicago
Cubs to bankruptcy to complete the sale of the Major League
baseball franchise.  Tribune wants to expedite the team's
estimated $900 million sale to interested bidders, including
Incapital LLC Chairman Tom Ricketts, Bloomberg cited four people
familiar with the plan.

A Cubs bankruptcy would be a legal maneuver to clear the team from
any future liability in the Tribune bankruptcy, Bloomberg said,
citing two of the people familiar with the matter.  Sam Zell,
chief executive officer of Tribune, pledged the Company's interest
in the Cubs as collateral when he negotiated the deal to take the
publisher private in 2007.  Michael J. Cramer, a former president
of the Texas Rangers who teaches sports business at New York
University, says the move could guarantee that the Cubs are sold
free and clear of Tribune's creditors interests and liens.

The Cubs is one of the most popular franchises in MLB.  It drew
more than three million spectators to 95-year-old Wrigley Field in
each of the past five seasons.

According to Bloomberg, the Cubs, if it files, will become the
first Major League Baseball team in 39 years to file for
bankruptcy.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRONOX INC: Kendall Files Class Action Against Executives
---------------------------------------------------------
Kendall Law Group, led by a former federal judge and U.S.
Attorney, said a class action has been filed against executives of
Tronox, Inc., on behalf of investors who purchased stock that was
artificially inflated between November 28, 2005, and January 12,
2009.  Tronox is not named in the action as a defendant because it
filed for bankruptcy protection in January 2009.

Any shareholder, who purchased Tronox stock during the time
period, may move the Court to serve as lead plaintiff in the class
action.

According to the complaint -- filed in the U.S. District Court for
the Southern District of New York -- the Defendants failed to
disclose important adverse facts about Tronox's environmental and
tort liabilities.  When the market learned of the true facts about
the Company, the price of Tronox stock plummeted.

Although every case is different, Kendall Law Group has
participated in the recovery of over $800 million for defrauded
shareholders.  Led by a former federal judge and U.S. Attorney,
the firm has the credentials to pursue any type of complex
securities litigation in the nation.

The Troubled Company Reporter said July 14, 2009, that Coughlin
Stoia Geller Rudman & Robbins LLP and Izard Nobel LLP commenced
class actions before the U.S. 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 charges Kerr-McGee Corporation, Anadarko Petroleum
Corporation and certain of Kerr-McGee and Tronox's executives with
violations of the Exchange Act.  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.

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.

                         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)


TUSCANY RESERVE: Has $23.9-Mil. Secured Debt to Compass Bank
------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Tuscany Reserve LLC,
filed a Chapter 11 petition on July 10, disclosing a $23.9 million
debt owed to the secured lender Compass Bank.

Tuscany Reserve LLC owns a 274-unit apartment project in Baton
Rouge, Louisiana.  The project was completed in 2008. It is 65%
percent occupied.

Tuscany Reserve filed a Chapter 11 petition on July 10, 2009
(Bankr. M.D. La. Case No. 09-11027).  Douglas S. Draper, Esq.,
serves as the Debtor's counsel. Its petition says that assets and
debts are between $10,000,001 and $50,000,000.


US SHIPPING: Reaches Pact With Creditors, Awaits Court Ruling
-------------------------------------------------------------
Lloydslist.com reports that U.S. Shipping Partners LP has forged
an agreement with its creditors and is awaiting the Court's
approval.

Lloydslist.com relates that under the agreement, creditors would
get ownership of the new company in return for concessions and
restructuring of their debt.

U.S. Shipping Partners L.-- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


VALIDUS HOLDINGS: AM Best Places Ratings Under Review
-----------------------------------------------------
A.M. Best Co. has placed the financial strength rating of A-
(Excellent) and issuer credit rating (ICR) of "a-" of Validus
Reinsurance Ltd. (Validus) (Bermuda) under review with negative
implications.  A.M. Best also has placed the ICR of "bbb-" and the
indicative ratings of "bbb-" on senior debt, "bb+" on subordinated
debt and "bb" on the preferred stock of Validus Holdings, Ltd
(Validus Holdings) (Bermuda) [NYSE:VR] under review with negative
implications.

On July 9, 2009, Validus Holdings signed a definitive agreement to
acquire the outstanding stock of IPC Holdings Ltd (IPC) (Bermuda)
[NYSE:IPCR] in exchange for a .9727 common voting share of Validus
Holdings for each IPC common share and cash consideration of $7.50
per share.  The under review status reflects the uncertainties
associated with this transaction including the execution risk in
completing the deal as well as integrating both companies.
Additionally, A.M. Best remains concerned with the heightened risk
profile of the combined entity due to the significant property
catastrophe business written by Validus Holdings and IPC.  This
concern is exacerbated by the timing of the transaction during the
Atlantic wind storm season, which may result in undesirable
correlations in a severe event.

                  About Validus Holdings, Ltd.

Validus Holdings Ltd. -- http://www.validusre.bm/-- is a
provider of reinsurance and insurance, conducting its operations
worldwide through two wholly-owned subsidiaries, Validus
Reinsurance, Ltd., and Talbot Holdings Ltd.  Validus Re is a
Bermuda based reinsurer focused on short-tail lines of
reinsurance.  Talbot is the Bermuda parent of the specialty
insurance group primarily operating within the Lloyd's insurance
market through Syndicate 1183.

                        *     *     *

As reported in the Troubled Company Reporter on July 14, 2009,
Validus Holdings Limited and IPC Holdings Limited's board of
directors have approved a definitive amalgamation agreement that
will create a leading Bermuda carrier in the short-tail
reinsurance and insurance market.  Under the terms of the
agreement, IPC shareholders will receive US$7.50 in cash and
0.9727 Validus voting common shares for each IPC common share.


VINEYARD CHRISTIAN: Can Sell MPAC to City of Malibu for $15MM
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the sale of Vineyard Christian Fellowship of Malibu's
real property and personal property located at 23825 Stuart Ranch
Road, Malibu, California to the City of Malibu for $15 million.

As reported in the Troubled Company Reporter on May 29, 2009, the
City of Malibu submitted a $15 million bid for Vineyard Christian
Fellowship of Malibu's Malibu Performing Arts Center.

The City of Malibu is considering making MPAC as its permanent
city hall.  A January 2008 appraisal valued MPAC at $27.6 million.

Citing Malibu Mayor Andy Stern, Malibu Times reported that the
City believes that $15 million "is a very fair price for the
purchase of a building that will become Malibu's city hall.  If
the City is the successful bidder at the auction, the City will
issue certificates of participation to fund the purchase."

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekval & Strok, LLP,
represents the Chapter 11 trustee as counsel.  In its schedules,
the Debtor listed total assets of $34,344,046 and total debts of
$18,670,082.


VISTEON CORP: Court Approves Rothschild as Investment Banker
------------------------------------------------------------
Visteon Corp. tells the U.S. Bankruptcy Court for the District of
Delaware that they have consensually resolved the objection of the
Official Committee of Unsecured Creditors regarding the retention
of Rothschild Inc. as their investment banker and financial
advisor.

The Debtors' counsel certified to the Court that the Debtors
modified Section 5 of the Rothschild Engagement Letter to provide
that Rothschild will credit against the Completion Fee:

  (a) 50% of the Monthly Fees earned from July 2009 through
      December 2009 and paid to Rothschild, and 30% of the
      Monthly Fees earned from January 2010 through June 2010
      and paid to Rothschild;

  (b) 40% of any New Capital Fee earned and paid on account of
      a debtor-in-possession financing, 50% of the portion, if
      any, of a New Capital Fee earned and paid on account of
      any other New Capital Raise raised only to refinance
      existing borrowed-money indebtedness of the Company and
      30% of any other New Capital Fees paid;

  (c) 50% of the first $3.5 million of the Merger & Acquisition
      Fees paid to Rothschild and 75% of any further M&A Fees
      paid to Rothschild.

Accordingly, Judge Christopher Sontchi approves the Debtors'
retention of Rothschild, as amended and agreed by the Debtors and
the Committee.

As investment banker and financial advisor to the Debtors,
Rothschild will:

  (1) identify or initiate potential transactions;

  (2) review and analyze the Debtors' assets and liabilities and
      the operating and financial strategies of the Debtors;

  (3) review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical Debtor and industry trends;

  (4) evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

  (5) assist the Debtors and its other professionals in
      reviewing the terms of any proposed Transactions, and if
      directed, in evaluating alternative proposals for a
      Transaction;

  (6) determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

  (7) advise the Debtors on the risks and benefits of
      considering a Transaction, with respect to the Debtors'
      intermediate and long-term business prospects and
      strategic alternatives to maximize the business enterprise
      value of the Debtors;

  (8) review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction, including,
      without limitation, any proposals for debtor-in-possession
      financing, as appropriate;

  (9) assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors or their representatives in
      connection with a Transaction;

(10) advise the Debtors with respect to, and attend, meetings
      of the Debtors' board of directors, creditor groups,
      official constituencies and other interested parties, as
      necessary;

(11) if requested by the Debtors, participate in hearings
      before the Court and provide relevant testimony with
      respect to various matters and issues arising in
      connection with any proposed plan of reorganization; and

(12) render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Sonwil Distribution Appeals Lease Rejection
---------------------------------------------------------
Sonwil Distribution Center, Inc., takes an appeal to the U.S.
District Court for the District of Delaware from Judge Sontchi's
order authorizing the Debtors to reject certain non-residential
real property nunc pro tunc to the Petition Date, including
particularly Sonwil's lease agreement with the Debtors.

Judge Sontchi authorized the Debtors to reject the Redico
Management, Inc., Sonwil Distribution Center, Inc., and I-70
Storage Inc., leases.  The Debtors' leases with Redico and I-70
Storage are deemed rejected as of the Petition Date.  The Sonwil
Lease is deemed rejected effective May 29, 2009.

Judge Sontchi overruled an objection lodged by Sonwil.  Sonwil
Distribution Center, Inc., landlord of the "Buffalo Lease,"
opposed the Debtors' Lease Rejection Motion to the extent
that it seeks to effect rejection of its lease retroactive to the
Petition Date.  Sonwil asserts it is not appropriate for the
rejection of the Buffalo Lease to be effective before it can have
control of the lease premises.  Sonwil also notes that the
Debtors have yet to surrender the keys to the premises.

In reply, the Debtors asserted that the Buffalo Lease and the
Concordia Lease subject for rejection were already vacated as of
the end of October 2008.  The Debtors tell the Court that the
locks on the Buffalo Lease were changed after they vacated the
premises and they didn't retain any key to the premises.  With
regards to the Concordia Lease, the Debtors tell the Court that
they attempted to return the keys, but I-70 Storage had asked to
keep them largely to assist in marketing the property to
potential tenants.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VUANCE LTD: Fahn Kanne Raises Going Concern Doubt
-------------------------------------------------
Fahn Kanne & Co. in Tel-Aviv, Israel raised substantial doubt
about Vuance Ltd.'s ability to continue as a going concern after
auditing the Company's financial results for the years ended
December 31, 2008, and 2007.  The auditor noted that the Company
had an accumulated deficit of $42,294,000 and total shareholders'
deficit of $1,867,000.

At December 31, the Company's balance sheet showed total assets of
$8,935,000, total liabilities if $10,802,000 and shareholders'
deficit of $1,867,000.

For the year ended December 31, 2008, the Company posted net loss
of $12,358,000 compared with net loss of $11,311,000 for the same
period in the previous year.

As of December 31, 2008, the Company's cash and cash equivalents
totaled $812,000, compared to $2,114,000 as of December 31, 2007.
Restricted cash totaled $2,150,000 as of December 31, 2008,
compared to $3,172,000 as of December 31, 2007.  The main decrease
in restricted cash deposit is related to a bank deposit to secure
a guarantee to a supplier, related to a certain project of the
Company with a European country which was paid to the supplier
according to the agreement, offset by cash which is pledged to its
major Convertible Bond holder in 2008.  Part of the restricted
cash is invested in deposits, which mature within up to one year,
and is used to secure agreements with a customer or a bank, and
the other part is cash which is pledged to its major convertible
bond holder.  Marketable securities totalled $0 as of December 31,
2008, compared to $4,054,000 as of December 31, 2007.  The
decrease in the marketable securities compared to December 31,
2007, was due to the sale of its remaining OTI shares.

A full-text copy of the Form 20-F is available for free at:

               http://ResearchArchives.com/t/s?3f26

Vuance Ltd. (USA) (NASDAQ:VUNC) develops and markets end-to-end
security solutions in a range of applications for improved
credentialing, accountability, electronic access control, and
tracking of assets and personnel.  The Company's solutions
encompass access control, urban security, and critical situation
management systems, well as long-range active radio frequency
identification in the public safety, education, commercial, and
government sectors.  It operates in the United States, through its
wholly owned subsidiary, Vuance, Inc.  Vuance operates in Asia
Pacific through its wholly owned subsidiary, Supercom Asia
Pacific Limited.  The Company offers three principal products
suites to its customers: Active RFID, Passive RFID, and
Credentialing and Incident Management Suite.


WALTER INVESTMENT: Files Financial Reports to Meet NYSE Notice
--------------------------------------------------------------
Walter Investment Management Corp., formerly Hanover Capital
Mortgage Holdings, Inc., on July 7, 2009, notified the NYSE Amex
of its failure to timely file financial information required for
Walter Investment Management, LLC -- Spinco -- in a Form 8-K/A due
on July 6.

On July 8, the Company received notice from Amex indicating that,
due to the failure to timely file the pro forma financial
statements of the business acquired on April 17, 2009, the Company
did not meet certain of the Exchange's continued listing
standards.  Specifically, the notice provides that the Company is
not in compliance with Sections 134 and 1101 of the NYSE Amex LLC
Company Guide and therefore is in violation of its listing
agreement with the Exchange.

In February 2009, Hanover Capital Mortgage Holdings -- HCM; Walter
Industries, Inc. -- Walter; Spinco; and JWH Holding Company, LLC -
- JWHHC -- entered into a Second Amended and Restated Agreement
and Plan of Merger.  On April 17, Hanover and the other parties to
the Merger Agreement completed the transactions contemplated by
the Merger Agreement, which included the spin-off by Walter
Industries of Spinco, the payment of a taxable dividend by Spinco
to holders of its limited liability company interests, and the
subsequent merger of Spinco into HCM.  At the closing of the
Merger, Hanover changed its name to Walter Investment Management
Corp.

The Registration Statement on Form S-4 filed by HCM in conjunction
with the merger transaction included the financial statements of
JWHHC, which was the parent of each entity comprising Walter's
Financing business as well as its Homebuilding business.  The
financial statements included in continuing operations all of
Walter's Financing business with Walter's Homebuilding business
treated as a discontinued operation of JWHHC.

On July 10, the Company filed with the Securities and Exchange
Commission as Exhibits to the Form 8-K/A financial information
related to the business acquired on April 17 that was required to
be reported by the Company by July 6:

   -- Spinco audited financial statements as of December 31, 2008
      and 2007, and for the years ended December 31, 2008, 2007
      and 2006.

      See http://ResearchArchives.com/t/s?3f23

   -- Spinco unaudited financial statements as of March 31, 2009,
      and for the three months ended March 31, 2009 and 2008.

      See http://ResearchArchives.com/t/s?3f24

   -- Unaudited pro forma condensed combined financial statements
      for the year ended December 31, 2008, and as of March 31,
      2009, and the three months then ended.

      See http://ResearchArchives.com/t/s?3f25

The Company believes that as a result of the filing, it has taken
all action necessary to bring the Company back into compliance
with the Exchange's continued listing standards, but awaits formal
confirmation by the Exchange.

The financial statements included in the Exhibits are those of
Spinco, which represents all of the assets and liabilities of
Walter's Financing business transferred to Spinco by Walter prior
to the spin-off and Merger.  The financial statements of Spinco
differ from those of JWHHC in part because they do not include the
discontinued operations of Walter's Homebuilding business, which
was never owned by Spinco.  The remaining differences between
continuing operations reflected in the JWHHC financial statements
and in the Spinco financial statements represent the elimination
of the worker's compensation program in the captive insurance
business that was part of Walter's Financing business but was not
transferred to Spinco by Walter.  Financial statement line items
impacted by this difference are other assets, accounts payable,
accrued expenses, premium revenue and claims expense.

Hanover Capital Mortgage Holdings, Inc., was is a mortgage REIT
staffed by mortgage capital markets professionals.  HCM invested
in prime mortgage loans and mortgage securities backed by prime
mortgage loans.

In February 2009, Hanover; Walter Industries, Inc.; Walter
Investment Management Corp.; and JWH Holding Company, LLC entered
into a Second Amended and Restated Agreement and Plan of Merger.
On April 17, 2009, the parties completed the Merger, which
included the spin-off by Walter Industries of Walter Investment,
the payment of a taxable dividend by Walter Investment to holders
of its limited liability company interests, and the subsequent
merger of Walter Investment into Hanover.  At the closing of the
Merger, Hanover changed its name to Walter Investment Management
Corp.

Based in Tampa, Florida, Walter Investment --
http://www.walterinvestment.com/-- is an asset manager, mortgage
servicer and mortgage portfolio owner specializing in subprime,
non-conforming and other credit-challenged mortgage assets.  The
Company currently has $1.9 billion of assets under management and
pro-forma annual revenues of approximately $200 million.  The
Company is structured as a real estate investment trust and
employs roughly 225 people.

Pre-merger, Hanover reported $12,347,000 in total assets and
$56,410,000 in total liabilities at March 31, 2009.


WBO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: WBO Enterprises, LP
           dba Farpointe Cellar
           dba Farpointe Wine Bistro
        1125 Legacy Drive, Suite 100 & 101
        Frisco, TX 76092

Bankruptcy Case No.: 09-34513

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
O&W Enterprises, LP                                09-34514
Farpointe Holdings, LP                             09-34516
WBO General Partner, LLC                           09-34517
O&W General Partner, LLC                           09-34518

Chapter 11 Petition Date: July 10, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Brian A. Kilmer, Esq.
                  Okin Adams & Kilmer LLP
                  3102 Maple Ave., Suite 450
                  Dallas, TX 75201
                  Tel: (214) 800-2390
                  Fax: (888) 865-2118
                  Email: bkilmer@oakllp.com

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

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

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

              http://bankrupt.com/misc/txnb09-34513.pdf

The petition was signed by Greg Wilemon.


WCI COMMUNITIES: Creditors, Insurers Object to Disc. Statement
--------------------------------------------------------------
WCI Communities Inc.'s latest disclosure statement has run into
opposition from creditors and insurers, among others, that claim
the Debtor fails to adequately illuminate the path to profit
envisioned in the reorganization plan, according to Law360.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 2, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management LLC and WCI 2009 Asset
Holding LLC filed separate Chapter 11 petitions (Case No. from 09-
12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel. Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WR GRACE: Confirmation Schedule Amended Due to Objections
---------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware held the Phase I of the confirmation hearing
of W.R. Grace & Co. and its debtor affiliates' Joint Plan of
Reorganization from June 22 and 23, 2009.  Phase I addressed,
among other things, (i) whether the Plan improperly affects the
rights of the Debtors' insurers, and (ii) the standing of the
Debtors' insurers to litigate certain Confirmation objections.

At the Debtors' behest, Judge Fitzgerald designated these
deadlines related to Phases I and II of the Confirmation Hearing:

  July 13, 2009     -- Deadline for Plan Proponents to file
                       Phase I objections to Insurers' exhibits

  July 16, 2009     -- Deadline for Debtors to provide Court
                       with relevant documents related to
                       Phase I

  July 16, 2009     -- Deadline for Phase I Post-Trial brief
                       submissions

  July 20, 2009     -- Deadline for Phase II Pre-Trial
                       Submissions, consisting of (i) a
                       statement of issues, (ii) a list of
                       witnesses, and (iii) exhibits, if any

  July 21, 2009     -- Phase I Post-Trial Submissions telephonic
                       hearing, if needed

  July 27, 2009     -- Phase II Pre-Trial Hearing, as part of
                       the Grace Omnibus Hearing

  August 13, 2009   -- Deadline for Supplemental Phase II
                       Pre-Trial Submissions

  August 17, 2009   -- Plan Proponents and Insurers' Phase II
                       Telephonic Meet and Conference

  August 18, 2009   -- Supplemental Phase II Pre-Trial Hearing

  September 8-11
  & 14-17, 2009,    -- Phase II Confirmation Hearing

The Court will address, at the July 27, 2009 Pre-Trial Hearing,
the actual number of days the parties anticipate using for the
Phase II Confirmation Hearing.

Dan Speights, representing Anderson Memorial Hospital, responded
to the Debtors' proposed schedule regarding the Phase II Pre-
Trial Proceedings and asked for an additional seven days to file
his Phase II Pre-Trial Brief.

The Bank Lenders also sought and obtained the Court's permission
to respond to the Debtors' objection to their motion to amend the
third case management order.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Court Approves Venable as Counsel for GPDS Suit
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Debtors to employ Venable LLP as their special litigation
counsel in connection with a pending lawsuit in the Circuit Court
for Howard County, Maryland, filed by Global Printing & Design
Solutions, Inc.

The Debtors have previously employed Venable as "ordinary course
professional".  Payment to each of the OCPs by the Debtors is
limited to $50,000 per month and up to a total $1,200,000 per OCP
professional during the pendency of the Debtors' Chapter 11 Cases.
Because Venable's fees in relation to the Global Printing
Litigation, as well as fees for other services the firm provides
to the Debtors, have begun to exceed the monthly cap and are
expected to do so for some time to come, the Debtors are filing
the application so that Venable may be regularly compensated for
its services pursuant to Sections 330 and 331 of the Bankruptcy
Code.

As special litigation counsel, Venable will:

  (a) advise the Debtors, their counsel, and their board of
      directors with respect to employment, employee benefit,
      workers' compensation and corporate and securities
      matters;

  (b) act as counsel for the Debtors and any related party in
      the Global Printing Litigation; and

  (c) perform other related services as the Debtors may deem
      necessary or desirable.

The Debtors will pay Venable based on these fees:

    Professional                         Hourly Rate
    ------------                         -----------
    G. Stewart Webb, Jr., Esq.               $635
    Colleen M. Mallon, Esq.                  $415
    Alexander W. Major, Esq.                 $285
    Mathew R. Swinburne, Esq.                $265
    Jeffery P. Ayres, Esq.                   $495
    Elizabeth R. Hughes, Esq.                $580
    Other Partners                      $415 to $660
    Associates                          $265 to $400
    Paralegals                          $175 to $225

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Gets Court Nod for Minimum Payments for Pension Plans
---------------------------------------------------------------
The official committee of asbestos personal injury claimants in
W.R. Grace & Co.'s Chapter 11 cases expressed no objections to
W.R. Grace's request for authority to make pension payments.
The PI Committee earlier engaged in discussions with the Debtors
as to the advisability of continuing to provide a defined benefit
plan to the Debtors' employees.

Accordingly, the U.S. Bankruptcy Court for the District of
Delaware authorized the Debtors to make the legally required
minimum payment contributions to the Grace Retirement Plans due on
July 15, 2009, September 15, 2009, October 15, 2009, and
January 15, 2010.

The Debtors sought the Court's authority to contribute $30,375,532
for the minimum contributions.

The Grace Retirement Plans are underfuded by most accepted
measures, disclosed Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware.  As of January 1,
2009, the amount by which the Grace Retirement Plans were funded
ranges from ($113 million) to ($375 million), depending on the
measure used.  Moreover, the total market value of assets as of
January 1, 2009, was about $560 million, with a decrease of about
$214 million from January 1, 2008, when the market value was
$774 million.

According to Ms. Davis, the decrease in the asset value during
2008 was caused by the result of asset return of (25.9%) during
2008 and $59.2 million that was paid out of the Grace Retirement
Plans during the year, offset by the Debtors' contribution of
about $49.0 million.  She adds that virtually all of the Debtors'
current employees are covered by one of the Grace Retirement
Plans.  The Grace Salaried Plan alone covers over 1,900 active,
salaried employees, of a total U.S. workforce of approximately
3,000 employees, or more than 60% of the Debtors' U.S. workforce.

The legally required minimum contributions to the Grace
Retirement Plans for the 09-10 Funding Period are:

      Payment
      Due Date              Contributions     Plan Year
    -------------           -------------     ---------
    July 15, 2009            $8,164,422         2009
    Sept. 15, 2009            4,824,756         2008
    Oct. 15, 2009             8,628,679         2009
    Jan. 15, 2010             8,757,675         2009

The Debtors' management believes that continuing to make at least
the legally required minimum contributions to each of the Grace
Retirement Plans is essential to maintaining the morale of the
Debtors' workforce and its confidence in management, and thereby
the productivity and long-term profitability of the Debtors'
businesses.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Libby Claimants Object to Plan Confirmation
-----------------------------------------------------
Claimants injured by exposure to asbestos from W.R. Grace & Co.'s
operations in Lincoln County, Montana further objected to the
Debtors' First Amended Plan of Reorganization complaining that in
the Plan's present form, the Trust Distribution Procedures
operates "to exclude legitimate Libby Claims by creating disease
and diagnostic criteria that are not consistent with standard
practice in medicine."

The TDP essentially governs the process for treatment and
distribution of asbestos-related personal injury claims in the
Debtors' cases.

In addition, the Libby Claimants assert that the TDP criteria for
"Severe Asbestosis" and "Severe Disabling Pleural Disease" is
discriminatory because the TDP improperly requires an FEVI/FVC
ratio of over 65% and excludes the use of CT scans.

Adam C. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, contends that the FEV1/FVC ratio "is the hallmark for
measuring the presence of obstructive disease."   Imposing a
FEVI/FVC ratio requirement of 65% or higher -- indicating the
absence of obstructive disease -- discriminates against the large
group of patients, especially in Libby, who have an obstructive
defect along with asbestos disease.

According to Mr. Landis, the TDP provides that "evidence of
bilateral asbestos-related non-malignant disease" specially
includes use of CT scans for Levels II for mild
asbestosis/pleural disease, III for moderate asbestosis/pleural
disease, as well as V and VI for cancers, but not for Level TV-A
for severe asbestosis or Level TV-B severe pleural disease.

"This is not medically reasonable, since the same diagnostic
criteria are used for asbestos-related disease whether mild,
moderate, or severe," Mr. Landis says.  Moreover, he continues,
denial of the use of CT scans at Level IV is not medically
reasonable and is discriminatory against the Libby Claimants --
whose disease is more clearly seen on CT scan.

Mr. Landis further complains that the TDP medical criteria
arbitrarily exclude patients with unilateral disease, which, as a
result, excludes many legitimate claims.

The Plan provision for indemnification of the Fresenius
Indemnified upon distribution to creditors under the Plan "makes
the Plan unconfirmable," as it oversteps the bounds of the
Bankruptcy Code, according to Mr. Landis.

"Given that the objections contained in the Supplement are newly
discovered through discovery and since the Plan Proponents' trial
brief is not due until August 7, 2009, there is no harm or
prejudice to the Plan Proponents by allowing the submission of
the Supplement," Mr. Landis says.

                    Summary of Final Objections

W.R. Grace & Co. and its debtor affiliates submitted to Judge
Fitzgerald a chart summarizing the objections of various parties
to the Debtors' Joint Plan of Reorganization, and the Debtors'
response to each objection.

The chart, divided into either Phase I or Phase II issues, is
further divided into the specific issues raised by certain
objectors to the Plan.

A full-text copy of the chart can be accessed at no charge
at http://bankrupt.com/misc/grace_chartplanOBJ.pdf

The Debtors later amended the chart to reflect several changes in
their responses and the status of each objection.  A blacklined
copy of the chart is available for free at:

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

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Reaches Settlement with Royal & Arrowood
--------------------------------------------------
W.R. Grace & Co. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's permission to enter into a
settlement and mutual release agreement with Arrowood Indemnity
Company, as corporate successor-in-interest to Royal Indemnity
Company, Arrowpoint Capital Corp., and Royal Indemnity Company.

The settlement and mutual release agreement, which pertains to
late-year excess policies allegedly issued by Royal to certain of
the Debtors on account of asbestos-related claims, provides that
Arrowood pay a settlement amount reflecting alleged liabilities
for amounts one or more of the Debtors are or may become liable
for certain asbestos claims.

A full-text copy of the proposed agreement can be accessed at no
charge at http://bankrupt.com/misc/grace_royalsettlment.pdf

Royal has issued certain liability insurance policies to certain
of the Debtors before the Petition Date.

In another filing, Arrowood said a notice of the settlement was
published on July 2, 2009, in the national edition of USA Today.

                  Libby Claimants React

The Libby Claimants -- a group of claimants who assert claims
arising from injuries by exposure to asbestos from the Debtors'
operations in Lincoln County, Montana -- contend that the
proposed Settlement should be denied because:

  (1) it fails to disclose facts demonstrating that it meets the
      standards established by the Third Circuit for approval of
      settlements under bankruptcy law;

  (2) it releases insurance coverage that is available to the
      Libby Claimants, not in competition with any other
      creditors of the Debtors' estate, and as to which the
      Libby Claimants have a vested interest under Montana Law;

  (3) it requires the Court to enter injunctions and releases in
      favor of the Royal Parties that are "impermissibly broad."

Adam C. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, specifies that the Proposed Settlement was negotiated
on the premise that a 1995 settlement agreement between the
parties -- through which products coverage under the primary
policies were settled -- had already disposed of all asbestos
coverage.  However, contrary to the provision under the
Settlement, no bargains for any consideration of the release were
made with respect to unresolved coverage under the Primary
Policies.

The Injunctions provided under the Settlement "include parties
that may not be beneficiaries of an injunction under Section
524(g) of the Bankruptcy Code.  Moreover, any Injunction
protecting the Royal Parties should not include insurance
coverage "for which they are paying nothing for the protection."

Accordingly, Mr. Landis says, the Proposed Settlement may not be
approved because "it is a sub rosa plan of reorganization."

Mr. Landis tells the Court that the Libby Claimants initiated
formal and informal discovery concerning the Settlement and
conferred with Settlement parties.  Unfortunately, the Settlement
parties did not accept the Libby Claimants' proposal for an
expedited discovery program that would enable the Libby Claimants
to adequately respond to the proposal within the time frame of
the omnibus hearing scheduled on August 24, 2009.

Against this backdrop, the Libby Claimants ask Judge Fitzgerald
to defer consideration of the Settlement to the Confirmation
Hearing.

In a separate request, the Libby Claimants also sought leave from
the Case Management Order to enable them to have the Motion to
Defer heard on an expedited basis.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YOUNG BROADCASTING: 10 Stations May End Up in UBS's Arms
--------------------------------------------------------
Young Broadcasting, Inc.'s financial adviser, UBS, could take over
the Company's 10 stations in an equity-for-debt swap, if no bid
that reaches the minimum assigned by the Company is submitted by
July 14 auction, Leslie Turk at The Independent reports, citing
sources.

According to The Independent, many believe that it is more likely
that submitted bids won't reach the minimum

Broadcasting & Cable reports that, presuming that one of the bids
even meets the minimum amount assigned, the announcement of a
winning bidder in the auction of Young Broadcasting's 10 stations
will be delayed for a few days.  As reported by the Troubled
Company Reporter on July 10, 2009, at least three companies may be
interested in obtaining all or a part of Young Broadcasting.
These firms could be eyeing Young Broadcasting:

     -- Local TV LLC,
     -- Nexstar Broadcasting Group, and
     -- Silver Point Capital.

According to Broadcasting & Cable, sources close to the deal said
that "the rumor mill of interesed suitors has come down to Oak
Hill Capital, the money behind Local TV LLC," and equity group
H.I.G.

The Independent notes that the July 14 auction may not have any
resolution.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV - Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009, (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* Consumer Confidence Falls to Lowest Since March
-------------------------------------------------
According to Bill Rochelle at Bloomberg News, consumer confidence
fell to 64.6, the lowest since March and lower than all of the
predictions from the 59 economists surveyed by Bloomberg News.
Consumer sentiment was 70.8 the month before, according to the
index prepared by Reuters/University of Michigan.


* D&O Policy Doesn't Cover Suit for Creditor Benefit
----------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Court of
Appeals for the Ninth Circuit in San Francisco, ruled on July 10
that a company cannot sidestep the "insured versus insured"
exclusion by assigning the claim to a trust for the benefit of
creditors.

The case Biltmore Associates LLC v. Twin City Fire Insurance Co.
Case No. 06-16417, involved a company that filed for Chapter 11
and sued its officers for breach of fiduciary duty for wasting the
Company's assets.  The insurer, which provided directors and
officers' liability insurance coverage for the Company, refused to
defend, saying the suit wasn't covered as a result of the
exclusion carving out coverage for claims by the company
itself.

Bloomberg relates that the officers agreed to settle for
$175 million, and the claim was assigned by the company to a trust
for creditors. The trust in turn sued the insurance company under
the policy.

The Ninth Circuit blocked off several arguments meant to avoid the
exclusion in the policy.  Although a debtor-in-possession in
Chapter 11 is considered an entity separate from the company for
some purposes, the court said it's the same entity when it comes
to a so-called D&O policy.  The court also said it didn't matter
that the insurance company ultimately was being sued for the
behalf of creditors.


* Bankruptcy Filings at Springfield District Up 20% in May 2009
---------------------------------------------------------------
Jeremy Elwood at Sbj.net reports that filing made to the
Springfield district of the U.S. Bankruptcy Court for the Western
District of Missouri increased 20% to 1,212 filings through May
2009, compared to the first five months in 2008.

According to Sbj.net, bankruptcy filings in Springfield rose
almost 29% in 2008 compared to 2007, and up 83% since 2006.

Sbj.net relates that the increase in bankruptcies in recent years
seems to undo some of the reduction in filings created by
bankruptcy reform that took effect in August 2005.  Sbj.net says
that total filings in Springfield are still down almost 40% from
their peak in 2005, when the Bush administration passed the
Bankruptcy Abuse Prevention and Consumer Protection Act.
According to the report, the reforms made it harder for
individuals and businesses to file Chapter 7 bankruptcy, pushing
them toward reorganization under Chapters 11 or 13, which
currently make up almost 20% of the total in Springfield, compared
to less than 10% four years ago.

Sbj.net quoted Ted Tinsman -- a bankruptcy attorney with
Springfield-based Smith, Montgomery & Associates Attorneys at Law
-- as saying, "A lot of people are using personal credit for the
business when the business is not viable.  When I do a case for
someone who has closed their doors, there's usually personal debt
fallout where they've used their personal credit to fund business
activities.  That's not just with this recession -- that's the No.
1 mistake I see people make."  Sbj.net relates that Chapter 7
liquidation filings in 2008 increased 33% compared to 2007.

Dropping confidence levels among businesspeople also caused the
bankruptcy filings, Sbj.net says, citing Springfield bankruptcy
attorney Gary Bishop at Mann, Walter, Bishop & Sherman PC.  Mr.
Bishop, according to the report, said, "It has to do with the
liquidity of investments and the turnaround time people can expect
to see a profit from their outlay of capital. I think people were
accustomed to that being quick.  The average (speculative) house
builder, for example, was used to that home turning around
rapidly, and now that's no longer true . . . . I have not seen
bankruptcy filings so far -- and I view this as a good thing --
spike among individuals for whatever reason.  People are filing,
but it's been fairly consistent throughout this whole downturn."

Sbj.net quoted Mr. Tinsman as saying, "The high unemployment
levels mean loss of income, making it so that people already in
bankruptcy are unable to make the payments under their
reorganization plan."

According to Sbj.net, Sheila Collins, who filed for Chapter 7
bankruptcy protection in June, said, "The construction industry is
in such turmoil, and although I did a lot of research on it and it
seemed like the business was going to work, the overall level of
residential construction has dried up.  It's an odd situation.  We
felt like things were going in the right direction, but just not
fast enough, soon enough."


* International Airplane Manufacturing Deflates, Fairtheworld Says
------------------------------------------------------------------
Just as the bankruptcy of U.S. auto giants set off a chain of
reactions, in the civil aviation manufacturing area, the shrinking
orders of Boeing and Airbus will probably pose a risk to the whole
supply chain.

Fairtheworld.com points out that the financial crisis has cut
international transactions and tourism activities sharply, worse
still, there's the impact of H1N1 flu pandemic and recent air
crash incidents.  Combined, these factors have dragged down the
number of travelers and the business of airline companies.  Also,
the continued hike of aviation oil products is stressing the
operational cost of airline companies.  Sharp business shrinkage
and rising cost have jointly deal a blow to airline companies,
most of which are now losing money.  This has forced them to
reduce, delay or cancel plane purchasing plans, throwing the evil
to airplane manufactures.

The International Air Transport Association said early in June
that, the passenger traffic of international airlines this year
will be down 8% and the freight volume down 17%.  About a
$9 billion loss is forecasted for the international airline
transportation industry in the year.  In addition, figures show
that Boeing and Airbus got a lean order amount in the first half
of the year.  Bar those cancelled orders, the newly-acquired order
was 66 units for Airbus and, pitifully, 1 unit for Boeing.

Fairtheworld.com predicts that the global aero manufacturing
industry will be affected; the aero parts makers will produce less
as customers order less.  It bodes ill for the aero parts
manufacturing industry.  Meanwhile the Chinese are lavishing their
strong interest and hiked enthusiasm on big planes.  It is
estimated that at least 50% of the planned airplanes by Chinese
manufactures will need global sourcing.  China is yet to develop
capacities to produce large plane engines and avionic devices.
This presents good opportunity to the global aero manufacturing
industry.  Making early entry into the Chinese market and seizing
cooperative opportunities will help buffer the impact of financial
crisis on these enterprises and will provide a gateway into the
supply chain of a country which is set to become the third largest
airplane manufacturer.

China's Big Plane Plan and its huge helicopter shortfall offer
wide market space for global aircraft manufacturers.  The "Fair N
Fair" 3D Virtual Expo platform, developed by Fairtheworld.com, is
providing a connecting platform for these manufactures, linking
airplane manufactures, aero parts makers, airline companies and
other airplane purchasers together.  Fairtheworld, with its brand-
new concept of "e-commerce matrix" and its strength to integrate
industrial chains, will invite global aero manufacturers to share
the Chinese cake.

On the Net: http://fairtheworld.com/


* Marc Sherman Joins A&M Dispute Analysis & Forensic Services
-------------------------------------------------------------
As government investigations and regulatory probes increase amidst
the fallout from the global economic crisis, Marc Sherman has
joined Alvarez & Marsal as a managing director in the Dispute
Analysis & Forensic Services practice.  Based in Washington, D.C.,
Mr. Sherman will serve an integral role in the continued expansion
of the practice, which operates in offices around the world.

Formerly a managing director, head of the Washington, D.C., office
and national practice leader of the fraud and white collar
practice of Huron Consulting, Mr. Sherman specializes in financial
and white collar investigations, and dispute damages.  He brings
more than 30 years of experience in consulting and forensic
accounting and has conducted investigations in the areas of the
Foreign Corrupt Practices Act, financial reporting, anti-money
laundering, ethics and integrity, government investigations and
general financial fraud.  He has worked on numerous investigations
with the U.S. Department of Justice and other law enforcement
agencies.

"As the economic crisis ripples across the globe, investigations
and regulatory probes have become more common and complicated,"
said Bill Abington, a managing director and head of A&M's Dispute
Analysis & Forensic Services practice.  "Marc brings extensive
experience in helping companies in the U.S. and abroad work
through white collar investigations, financial fraud and other
complex disputes.  We are delighted to welcome him to the team."

Mr. Sherman has served as an expert in forensic accounting, lost
profits, financial fraud, business appraisal and accounting
matters.  He has testified in federal and state courts,
internationally and in arbitrations before the American
Arbitration Association and the International Chamber of Commerce
International Court of Arbitration.  He also serves as an
arbitrator in post acquisition disputes.

Mr. Sherman spent many years as a partner with KPMG, where he held
numerous senior roles, including national partner-in-charge of
forensic and litigation services, national partner-in-charge of
compliance and ethics practice, Mid-Atlantic partner-in-charge of
corporate transactions and professional practice partner.  Before
KPMG, he was in the real estate and construction business, where
he was involved with property development, acquisition, financing
and construction.

A graduate of the University of Baltimore, Mr. Sherman holds a
J.D. from the University of Maryland School Of Law.  He is a
Certified Public Accountant in Maryland and Washington, D.C., a
Certified Fraud Examiner, a Certified Insolvency and
Reorganization Advisor and holds a certification from the American
Institute of Certified Public Accountants in Financial Forensics.
He is a board member, treasurer and executive committee member of
the D.C.-based Council for Court Excellence and a member of the
Economic Club of Washington.  Mr. Sherman also serves on the
faculty of Georgetown University, where he teaches Forensic
Accounting in the Business School graduate program.

          About A&M Dispute Analysis & Forensic Services

For 25 years, Alvarez & Marsal (A&M) --
http://www.alvarezandmarsal.com/-- is a global professional
services firm, has set the standard for working with organizations
to solve complex problems, improve performance, drive critical
change and maximize value for stakeholders.  The firm has nearly
1600 professionals in offices across North America, Europe, the
Middle East, Asia and Latin America.

A&M has amassed a diverse group of seasoned professionals with
deep financial, accounting, economic, regulatory, industry and
technical expertise around the globe who provide investigation and
litigation services in cases such as Lehman Brothers and
Washington Mutual.  This group includes forensic accountants;
certified public accountants and chartered accountants; certified
fraud examiners; former chief executives; former SEC, Financial
Services Authority, and Officer of the Comptroller of the Currency
professionals; PHD economists; interim management professionals;
banking and securities professionals; chartered financial
analysts; and forensic technology specialists.  A&M provides
critical assistance in litigation and arbitration, financial
investigations and restatements and forensic technology.
A founder of the modern day restructuring industry, Alvarez &
Marsal has been honored numerous times by the Turnaround
Management Association and has been recognized as one of the top
ten best firms to work for by Consulting Magazine.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 10, 2009
  THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS
     Retail Bankruptcy: What You Need To Know
        Cuba Libre, Atlantic City, N.J.
           Contact: (732) 694 1800 or
                    http://www.icsc.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: July 2, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. 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.

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