TCR_Public/090716.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 16, 2009, Vol. 13, No. 195

                            Headlines

ACCREDITED HOME: Committee Retains Arent Fox as Counsel
ACCREDITED HOME: Court OKs Hunton & Williams as Counsel
ACCREDITED HOME: Hires Luce Forward for Securities Litigation
ACCREDITED HOME: Hires Kirkland as Counsel for Class Suit
ADVANCED MICRO: Board Approves Amendment to Bylaws

AMERICAN HOMEBUILDERS: Files for Chapter 11 Bankruptcy Protection
AMERICAN HOUSING: U.S. Trustee Names 4-Member Panel
AMERICAN INT'L: ALICO Will Seek Public Listing in New York
ANEKONA W LLC: Taps William Gilardy as Counsel
ARCHWAY COOKIES: PBGC Takes Over Mother's Cake Pension Plan

ASCENDIA BRANDS: Gets Aug. 31 Extension of DIP Financing
ATA AIRLINES: Plan Trustee Revises Liquidating Trust Document
ATA AIRLINES: Plan Trustee Reaches Settlement With S. Padre
ATA AIRLINES: Plan Trustee to Set Off Hawaii DOT Claim
ATHLETIC CLUBS: Case Summary 20 Largest Unsecured Creditors

AUGUSTA FUNDING: Moody's Upgrades Ratings on Two Bonds
BAKER KURTZ: Case Summary & 20 Largest Unsecured Creditors
BALTIMORE OPERA: Public Auction of Real Estate Set for August 6
B+H OCEAN: E&Y Says Covenant Defaults Raise Going Concern Doubt
BBZ RESOURCE: Collapse Blamed on Kidz-Idz, High Redemptions

BEARINGPOINT INC: Sells Brazilian Unit to CSC for $7,900,000
BENDER SHIPBUILDING: Case Summary & 20 Largest Unsecured Creditors
BERNARD MADOFF: Picard Taps SCA Creque as BVI Counsel
BISON BUILDING: U.S. Trustee Appoints 5-Member Creditors Panel
BISON BUILDING: Wants to Hire Porter & Hedges as Counsel

BRUNO'S SUPERMARKETS: Court Denies Bid to Close or Convert Case
BRSP LLC: S&P Junks Rating on $290 Mil. Senior-Secured Term Loan
CALIFORNIA: SEC Classifies State's IOUs as "Securities"
CALIFORNIA STATE: Moody's Downgrades Ratings on General Obligation
CAMBIUM LEARNING: S&P Puts 'CCC' Rating on CreditWatch Developing

CDX GAS: Court Approves Rio's First Amended Chapter 11 Plan
CHANG-LIMA DESIGN: Rising Costs, Dropping Sales Lead to Ch 11
CHANG-LIMA DESIGN: Voluntary Chapter 11 Case Summary
CHATEAU CARROLLTON: Case Summary & 20 Largest Unsecured Creditors
CIT GROUP: Says Talks with Govt. Has Stopped; Evaluating Options

CIT GROUP: Gov't May Lose $2.3 Billion Investment in Firm
CIT GROUP: DBRS Downgrades Issuer and LT Debt Ratings to BB (Low)
CITIGROUP INC: In Talks for Memorandum of Understanding With FDIC
CLUB REALTY PRIVILEGED: Voluntary Chapter 11 Case Summary
COAL FINANCING: Case Summary & 16 Largest Unsecured Creditors

COLONIAL BANCGROUP: Sale of 21 Branches Won't Affect S&P's Rating
COMMERCIAL TRANSPORTATION: Voluntary Chapter 11 Case Summary
CONTECH LLC: Court Converts Bankruptcy Cases to Chapter 7
DANAOS CORP: Covenant Compliance & Waiver Raises Going Corn Doubt
DBSD NORTH AMERICA: Files Schedules of Assets and Liabilities

DELPHI CORP: Salaried Employee Cuts Impact Saginaw Plant
EDDIE BAUER: Court Approves Cross-Border Insolvency Protocol
EDDIE BAUER: May Pay Up to $7.6MM to Key Suppliers & Customers
EDDIE BAUER: Proposes September 14 Deadline for Proofs of Claim
EDDIE BAUER: U.S. Trustee Appoints 7-Member Creditors Panel

EDDIE BAUER: VF Corp. Wants to be Updated of Auction, May Bid
EDWARD KROLAK: Voluntary Chapter 11 Case Summary
EMI GROUP: Terra Firm in Talks with Citigroup Over Restructuring
FITZGERALD INVESTMENTS: Case Summary & 14 Largest Unsec. Creditors
ENERSYS: Moody's Changes Outlook to Stable; Affirms 'Ba3' Rating

EURAMAX INTERNATIONAL: Moody's Downgrades Default Rating to 'D'
EURAMAX INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'D'
FORD MOTOR: May Win Pontiac Buyers as GM Drops Brand
FONTAINEBLEAU: Capital's Schedules of Assets & Debts
FONTAINEBLEAU: Capital's Statement of Financial Affairs

FONTAINEBLEAU: Holdings' Schedules of Assets & Debts
FONTAINEBLEAU: Holdings' Statement of Financial Affairs
FORUM HEALTH: Court Extends Exclusivity Period to September 15
FRASER PAPERS: Canadian Court Extends CCAA Stay Until October 16
FRONTIER AIRLINES: Proposes to Assume CFM Agreements

FRONTIER AIRLINES: Proposes to Assume Skytanking Agreements
FRONTIER AIRLINES: Proposes to Sell A319-100 Aircraft to Alpha
FRONTIER AIRLINES: Proposes to Transfer Aircraft to Q Aviation
GARY-WILLIAMS ENERGY: S&P Assigns 'B' Corporate Credit Rating
GENERAL GROWTH: 11 Parties Assert $23 Mil. in Mechanics' Liens

GENERAL GROWTH: Affiliate Filings Not Made in Good Faith, Says ING
GENERAL GROWTH: Chatham County Asserts $1 Million Claims
GENERAL GROWTH: Court Approves Akin Gump as Committee's Counsel
GENERAL GROWTH: CWCapital Gets Nod to Probe SPE Debtors
GENERAL GROWTH: Property Level Enforces $3.8 Bil. Liens

GENERAL MOTORS: Moody's Withdraws 'Ca' Corporate Family Rating
GENERAL MOTORS: RHJ in Advance Talks to Buy Major Stake in Opel
GENERAL MOTORS: Wagoner to Get $74,000 a Year in Retirement Deal
GENOIL INC: Posts C$7.7MM 2008 Net Loss; Yet to Attain Profits
GLEN ROSE: Net Loss Lowers to $2.1MM in Quarter Ended March 31

GOLFERS' WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
GREDE FOUNDRIES: Gets Court Nod for $10MM Loan from DDJ Capital
HAMILTON MAY: Case Summary & 11 Largest Unsecured Creditors
HARBOR LIGHT: Files for Ch 11 Bankr., Lists $9.18MM in Debts
HASSAN DASTGAH: Voluntary Chapter 11 Case Summary

HARRY & DAVID: S&P Assigns 'CC' Unsolicited Corp. Credit Rating
HERBST GAMING: Majority of Lenders Remain Parties to Lock-Up Pact
HEALTH NET: Fitch Downgrades Issuer Default Rating to 'BB-'
HERTZ CORPORATION: Moody's Downgrades Corp. Family Rating to 'B1'
HILLSIDE FARMS: Case Summary & 20 Largest Unsecured Creditors

HONEY AND ME INC: Case Summary & 20 Largest Unsecured Creditors
HORSE CREEK DOCK: Case Summary & 2 Largest Unsecured Creditors
IMAGINE ADOPTION: Goes Bankrupt; BDO to be Appointed as Trustee
ISCO INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
JAMES STEPHENS: Case Summary & 13 Largest Unsecured Creditors

JANUS CAPITAL: CEO Gary Black Resigns, Tim Armour Takes His Place
JANUS CAPITAL: Moody's Affirms Preferred Shelf Rating at 'Ba2'
KC'S MARKET & DELI: Case Summary & 8 Largest Unsecured Creditors
LAKE BURTON DEVELOPMENT: Voluntary Chapter 11 Case Summary
LAS VEGAS SANDS: To Restart Macau Projects Before the Year Ends

LEHMAN BROTHERS: May Join Creditors to Overturn DOCA in Australia
LEVITT & SONS: Real Estate Will Be Auctioned Off on July 22
MADISON GRANDE: 44 Units in Foreclosure, 165 Payments Past Due
MASSACHUSETTS HEALTH: S&P Changes Outlook on BB Rating to Negative
MERCER INTERNATIONAL: S&P's Junk Corp. Credit Rating on Swap Offer

MERISANT WORLDWIDE: Can Implement Employee Severance Plan
MICHIGAN WHEEL: Case Summary 20 Largest Unsecured Creditors
MITCHELL LEONARD: Case Summary & 20 Largest Unsecured Creditors
NATIONAL TOWING: Case Summary 20 Largest Unsecured Creditors
NEENAH FOUNDRY: Moody's Changes Default Rating to 'Caa3/LD'

NEFF CORP: S&P Withdraws 'B-' Long-Term Corporate Credit Rating
NEW YORK TIMES: To Sell NY Radio Station to Univision for $45MM
NV BROADCASTING: Files Chapter 11 with Pre-Arranged Plan
NV BROADCASTING: Case Summary & 30 Largest Unsecured Creditors
OAKVIEW BP 93 LLC: Voluntary Chapter 11 Case Summary

ODYSSEY RE: Moody's Affirms Preferred Stock Rating at 'Ba2'
OSCIENT PHARMACEUTICALS: Case Summary & Largest Unsec. Creditors
PANCAKE PARTNERS: Case Summary & 70 Largest Unsecured Creditors
PHOENIX WORLDWIDE: Can Hire Bast Amron LLP as Counsel
PHOENIX WORLDWIDE: Can Initially Access Cash Securing C3's Loan

PROBULK INC: Maritime Insurers Can't Cancel Coverage
PROLIANCE INT'L: Gets Interim Approval to Use Operating Revenues
PROLIANCE INT'L: Wants Centrum as Lead Bidder for All Assets Sale
PROPEX INC: PwC to Prepare Tax Returns for 2008 and 2009
PROVIDENT ROYALTIES: Committee Requests for Independent Trustee

PROVIDENT ROYALTIES: U.S. Trustee Forms 9-Member Creditors Panel
PROVIDENT ROYALTIES: New List of 20 Largest Unsecured Creditors
PROVIDENT ROYALTIES: U.S. Trustee Appoints 9-Member Panel
R & B TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors
RATHGIBSON INC: Court Grants Approval of $65 Million Loan

RATHGIBSON INC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
RATHGIBSON INC: Moody's Cuts Default Rating to D on Ch. 11 Filing
RATHGIBSON INC: Case Summary & 20 Largest Unsecured Creditors
RESORT INVESTMENTS OF HILTON: Voluntary Chapter 11 Case Summary
RITE AID: S&P Changes Outlook to Stable; Affirms 'B-' Rating

RIVERFRONT VENTURES: Case Summary & 20 Largest Unsecured Creditors
RENAISSANCE PHYSICAL: Voluntary Chapter 11 Case Summary
RIGHT OF WAY: Case Summary & 20 Largest Unsecured Creditors
RONALD GILBERT: Case Summary & 20 Largest Unsecured Creditors
SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List

SHERMAG INC: Secures Extension of CCAA Stay Order
SONORAN ENERGY: To Auction Off Assets; No Stalking Horse Bid Yet
SOUTHERN HOME BUILDERS: Has Until July 27 to File Schedules
SOUTHERN HOME BUILDERS: Section 341(a) Meeting Slated for July 29
STANDARD MOTOR: Issues $5.4 Million Promissory Note to D&Os

STANFORD GROUP: CFO Davis Pleads "Not Guilty"; Released on Bail
STANFORD GROUP: Victims Sue Antigua & Barbuda Gov't for $8 Billion
STANFORD GROUP: Lawyer's Second Attempt for Client's Bail Denied
STANFORD GROUP: Owner Hopes Appeals Court Will Grant Bail
STEEL-N-SQUARE: Case Summary & 19 Largest Unsecured Creditors

SUN MICROSYSTEMS: Expects Wider Fiscal Fourth Quarter Loss
TEEBEEDEE INC: Shuts Down, Blames Business Model
THOMAS KONIG: Proposes Michaelson Susi as Bankruptcy Counsel
TRAVELPORT LLC: S&P Downgrades Corporate Credit Rating to 'SD'
UCBH HOLDINGS: Fitch Downgrades Issuer Default Ratings to 'CCC'

UCBH HOLDINGS: Defers Payments on Trust Preferred Shares
ULTRA PURE PRODUCTS: Voluntary Chapter 11 Case Summary
UNITED COMMERCIAL: Moody's Downgrades Bank Strength Rating to 'E+'
UTGR INC: Severance Pays Continue, Greyhound Racing Remains Vague
VARNER BUSINESS PARK: Case Summary & 1 Largest Unsecured Creditor

WILLIAM ROGERS: Case Summary & 20 Largest Unsecured Creditors
WINE LOFT: Files for Ch 11; Blames High Costs, Tight Lending
WISE METALS: Weak Fin'l Results Won't Affect Moody's 'Caa3' Rating
WJL EQUITIES CORPORATION: Voluntary Chapter 11 Case Summary
WOODSIDE GROUP: Sends Plan to Creditors; Ballots Due Aug. 31

WR GRACE: Court OKs $7.7MM Fees for Kirkland's Oct.-Dec. Work
WR GRACE: EPA Declares Health Emergency in Libby, Montana
WR GRACE: Montana Court Dismisses Libby Case Vs. M. Favorito
WR GRACE: Names Pamela Wagoner VP & Chief HR Officer
WR GRACE: Sealed Air Wary Settlement Won't Be Consummated

ZILA INC: Intelident Files Suit After Merger Offer Was Rejected

* Mounting Bills Cause Condo Associations' Bankruptcy
* Todd Duffy to Lead Bankruptcy Practice at Anderson Kill & Olick

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

                            *********


ACCREDITED HOME: Committee Retains Arent Fox as Counsel
-------------------------------------------------------
The official committee of unsecured creditors formed in the
Chapter 11 cases of Accredited Home Lenders Holding Co., and its
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for authority to retain Arent Fox as counsel.

Arent Fox will, among other things, (a) assist, advise and
represent the Committee in its consultation with the Debtors
relative to the administration of the Chapter 11 cses, (b) assist,
advise and represent the Committee in analyzing the Debtors'
assets and liabilities, investigating the extent and validity of
liens and participating in and reviewing any proposed asset sales
or dispositions, and (c) attend meetings and negotiate with the
representatives of the Debtors and secured creditors.

Andrew I. Silfen will be primarily responsible for Arent Fox's
representation of the Committee.

According to Mr. Silfen, the firm will charge the Debtors' estates
at these rates:

      Partners                 $420-$755
      Of Counsel               $420-$685
      Associates               $260-$485
      Paraprofessionals        $135-$245

The firm may be reached at:

    Andrew I. Silven, Esq.
    Schuyler G. Carroll, Esq.
    Arent Fox
    1675 Broadway
    New York, NY 10019
    Tel: 212-484-3900
    Fax: 212-484-3990
    silfen.andrew@arentfox.com
    carroll.schuyer@arentfox.com

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.


ACCREDITED HOME: Court OKs Hunton & Williams as Counsel
-------------------------------------------------------
Accredited Home Lenders Holding Co., and its affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Hunton & Williams LLP as its bankruptcy
counsel.

Hunton & Williams has agreed to, among other things, (I) advise
the Debtors with respect to their duties and powers as debtors-in-
possession in the continued management and operation of their
busienss and properties, (II) attend meetings and negotiate with
representatives of creditors and other parties-in-interest, and
(III) take all necessary action to protect and preserve the
Debtors' estates.

The firm's fees will be computed from the hourly rates of its
professionals who have provided services to the Debtors:

      Partners                 $470-$850
      Counsel                     $400
      Associates               $220-$450
      Paraprofessionals         $90-$160

The firm will also charge the Debtors for out-of-pocket expenses.

The firm may be reached at:

   Gregory G. Hesse, Esq.
   Lynnette R. Warman, Esq.
   Jesse T. Moore, Esq.,
   Hunton & William LLP
   1445 Ross Avenue, Suite 3700
   Dallas, Texas 75202

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.


ACCREDITED HOME: Hires Luce Forward for Securities Litigation
-------------------------------------------------------------
Accredited Home Lenders Holding Co., and its affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Luce, Forward, Hamilton & Scripps LLP as
special counsel effective May 1, 2009.

The Debtor have selected Luce Forward because of its actual
knowledge and experience with respect to certain ongoing
securities litigation involving the Debtors.  The Debtors seek to
continue the services of Luce Forward with respect ot the fraud
class action entitled Atlas v. Accredite Home Lenders Holding,
Co., Cause No. 07-CV-0488-H, in the U.S. District Court for the
Southern Districto of California, filed on behalf of persons and
entities who purchased securities of Accredited Home between Nov.
1, 2005, and March 12, 2007. In that case, the Debtors retained
Luce Forward to represent them as local counsel in April 2007,
assisting Kirkland & Ellis, the Debtors' primary counsel in that
class action, with a broad range of activities, including advising
Kirkland as to local rules.

Prepetition, Luce Forward received payments aggregating $596,058
from the Debtors. The firm is still owed $67,068, which will be
paid by an insurer that providing management liability coverage
for the Debtors.

  Going forward, the firm will charge the Debtors at these rates:

      Partners:                $405-$580
      Associates:              $235-$335
      Paralegals:              $180-$200

Andrea Kimball, Esq., a partner at the firm, says the firm does
not have any interest adverse to the Debtors' or their estates.

The firm may be reached at:

     Luce, Forward, Hamilton & Scripps LLP
     600 West Broadway, Suite 2600
     San Diego, California 92101

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.


ACCREDITED HOME: Hires Kirkland as Counsel for Class Suit
---------------------------------------------------------
Accredited Home Lenders Holding Co., and its affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP as special counsel
effective May 1, 2009.

The Debtor have selected the firm because of its actual knowledge
and experience with respect to certain ongoing securities
litigation involving the Debtors. The Debtors seek to continue the
services of Kirkland with respect to the fraud class action
entitled Atlas v. Accredite Home Lenders Holding, Co., Cause No.
07-CV-0488-H, in the U.S. District Court for the Southern
Districto of California, filed on behalf of persons and entities
who purchased securities of Accredited Home between Nov. 1, 2005,
and March 12, 2007.

The Debtors seek to retain Kirkland to assist them in finalizing
and implementing the settlement agreement reached in the class
action and to expeditiously bring the matter to conclusion.

The firm will charge the Debtors at these rates:

      Partners:                $580-$655
      Associates:              $295-$475
      Paralegals:              $145-$250

Prepetition, Kirkland received from the Debtors $3,810,867 for
services rendered.  The Debtors still owe $790,478 for prepetition
services, which amount will be paid by management liability
insurance.

Andrew B. Kay, a partner at Kirkland, says the firm does not
represent or hold any interest adverse to the Debtors or their
estates.

The firm may be reached at:

     Kirkland & Ellis LLP
     655 15th Street, NW
     Washington D.C. 20005

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.


ADVANCED MICRO: Board Approves Amendment to Bylaws
--------------------------------------------------
The Board of Directors of Advanced Micro Devices, Inc., on July 3,
2009, approved an amendment to Article II, Section 10 of the
Company's Amended and Restated Bylaws to exclude certain
informational requirements relating to stockholders requesting
action by written consent.

A full-text copy of the Amendment is available at no charge at:

              http://ResearchArchives.com/t/s?3f49

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on May 26, 2009,
Fitch revised the senior unsecured debt rating on Advanced Micro
Devices to 'CC/RR6' from 'CCC/RR6'.  Fitch affirmed AMD's Issuer
Default Rating at 'B-'.  The Rating Outlook is Negative.

As of March 28, 2009, AMD's total consolidated debt was about $5.6
billion.  The senior unsecured debt includes these rated notes --
$1.5 billion of 5.75% senior notes due 2012; approximately $2.0
billion of 6% senior notes due 2015; and $390 million of 7.75%
senior notes due 2012.

The TCR said on April 24, 2009, that Standard & Poor's Ratings
Services removed its ratings on AMD from CreditWatch and lowered
its corporate credit and senior secured ratings on the Company to
'CCC+' from 'B'.  S&P also revised the recovery rating on the
senior unsecured notes '4' from '3'.  The '4' recovery rating
reflects average (30%-50%) recovery in the event of a payment
default.  The ratings were placed on CreditWatch on April 8, 2009.
The outlook is negative.

"The rating action reflects our view of the risk that current
liquidity, at both AMD as a stand-alone entity and the
consolidated group, may be insufficient to adequately fund
expected near-term operating losses and debt amortization
requirements," said Standard & Poor's credit analyst Lucy
Patricola, "even giving consideration for future capital
investments by Advanced Technology Investment Corp."  The
financial support provided by the company's new partner, ATIC
(owned by the government of Abu Dhabi) only partly offsets this
factor.


AMERICAN HOMEBUILDERS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
American Homebuilders, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Florida.

American Homebuilders said in court documents that "during the
crash of the real estate market starting in 2006, the sales of
lots and homes dried up virtually over night and these market
conditions have left AHB without sufficient sales to continue to
meet its debt obligations."

American Homebuilders listed $10 million to $50 million in assets
and $10 million to $50 million in debts.  The Debtor named Branch
Banking & Trust Co., Bank of America, Wachovia Bank NA, and
Regions Bank, among its creditors.

According to Rachel Witkowski and Christian Conte at Jacksonville
Business Journal, American Homebuilders, together with its owner
Mitch Montgomery, filed a motion with the Court, seeking to
restrain creditors from pursuing lawsuits in order to prevent them
from going after Mr. Montgomery's personal guarantees.

BB&T, which claims that American Homebuilders' mortgage debt to
the bank is more than $17.5 million, is seeking to foreclose on
the Debtor's mortgage lien of about 65 undeveloped lots and 12
vacant speculative houses in Jacksonville, including in Nocatee
and Amelia National.  Business Journal relates that Mr. Montgomery
said he has only been a passive investor in the Company since it
was founded in 1992, lending the owners equity money for capital
expenses and had no active role in the Company's operation.

According to Business Journal, Mr. Montgomery said that American
Homebuilders President Craig Scott and the construction vice
president, Don Halil, operated the Company until they resigned
last year, leaving him "to work through this crisis on his own."

Business Journal says that Mr. Montgomery owned 51% of American
Homebuilders before Messrs. Scott and Halil left the Company.
Mr. Montgomery is now the sole shareholder, Business Journal
states.  He said that he didn't close American Homebuilders when
Messrs. Scott and Halil left because there were still homes and
lots in the Company's inventory, Business Journal relates.
According to court documents, Mr. Montgomery claimed that he is
owed $4.4 million in principal and $561,253 in interest from the
Company.

Brian G. Rich, Esq., at Berger Singerman PA, assists the Company
in its restructuring efforts.

American Homebuilders, Inc., is one of the largest Jacksonville,
Florida-based homebuilders.  It was formed in 1992 and reached
gross receipts of $40 million in the real estate boom in 2005.


AMERICAN HOUSING: U.S. Trustee Names 4-Member Panel
---------------------------------------------------
The U.S. Trustee named four members of the Official Committee of
Unsecured Creditors in the American Housing Foundation, Inc.
bankruptcy case.

The Committee members are:

    * Rainier American Investors (I, II and III)
    * Robert Templeton
    * Terrill F. Horton
    * Herring Bank

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owns and operates over 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case
No. 09-20373).  Judge Robert L. Jones handles the case.  Robert
Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the
Debtor in its restructuring efforts.  At the time of the filing,
AHF estimated it had assets and debts of $100 million to $500
million.

Nine creditors had filed an involuntary petition to send AHF to
Chapter 11 in April.  Robert L. Templeton, who asserts a
$5.1 million claim on account of an investment, has the largest
claim among the petitioners, which are being represented by David
R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas.


AMERICAN INT'L: ALICO Will Seek Public Listing in New York
----------------------------------------------------------
American International Group, Inc., will accelerate steps to
position American Life Insurance Company (ALICO) as an independent
entity and seek an initial public offering and public listing in
New York, depending on market conditions and subject to regulatory
approval.  This planned public offering of ALICO is a significant
step in the process that was announced by AIG on March 2 and will
result in a board of directors and management team for ALICO
separate from AIG.

"We continue to consider all strategic options through a robust,
structured and disciplined process.  At this stage, we expect that
a public offering for ALICO will be beneficial to all
stakeholders, including U.S. taxpayers, policyholders, employees
and distribution partners," said Edward Liddy, Chairman and Chief
Executive Officer of AIG.

Rodney O. Martin, Jr., Chairman and Chief Executive Officer of
ALICO said, "Today's announcement represents a roadmap for our
independence.  Our ability to weather current economic conditions
across all of our markets demonstrates the strength of our
operations, diversification of our platform, confidence of our
customers and support of our distribution partners."  ALICO is a
leading global insurer operating in 54 countries with 19 million
customers, over 40,000 agents and distribution partners and assets
under management of more than $89 billion.

Alico has branch offices, subsidiaries and affiliates in emerging,
developing and developed markets in Europe, Asia, the Middle East,
Africa and Latin America.  Alico is domiciled in Wilmington,
Delaware and has regional headquarters in Tokyo, London, Paris,
Athens, Dubai, and Santiago, Chile.

                            AIA IPO

American International Assurance Co. Mark Wilson said that the
progress of the Company's IPO, set for the first quarter of 2010,
which bankers estimate could raise anywhere from $5 billion to
$10 billion, is right on track, Rick Carew and Peter Stein at The
Wall Street Journal report.

Citing Mr. Wilson, WSJ states that AIG's loss of customers between
September 2008 and March 2009 was less than 1% above normal
levels.  "The impact to us has been much lower than most people
would have thought or predicted," the report quoted him as saying.

According to WSJ, the plan for a listing on an Asian exchange,
likely Hong Kong, will help AIA establish a stronger identity of
its own and further distance itself from the problems of AIG.  WSJ
quoted Mr. Wilson as saying, "The IPO has undoubtedly given the
organization a lot of energy and real focus, but it hasn't changed
the strategic direction."

        Prudential Resumes Talks Over AIG's Japanese Units

Citing people familiar with the matter, Komaki Ito and Zachary R.
Mider at Bloomberg News report that Prudential Financial Inc. has
resumed talks with AIG over the purchase of the Company's Japanese
insurance units, Star Life and Edison Life.  Bloomberg recalls
that the negotiations were stalled earlier this year.

According to Bloomberg, a person familiar with the matter said
that Prudential and AIG aren't close to reaching an agreement on a
transaction.

Bloomberg, citing the source, relates that AIG is no longer in
talks with Manulife Financial Corp. for the units.

A source said that the sale could yield more than $3 billion,
Bloomberg states.  Bloomberg says that for AIG, a sale of the
Japanese businesses could represent the biggest transaction since
the firm almost collapsed in September 2008.

                 About American International

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.


ANEKONA W LLC: Taps William Gilardy as Counsel
----------------------------------------------
Anekona W LLC asks the Hon. Robert J. Faris of the U.S. Bankruptcy
Court for the District of Hawaii for permission to employ William
H. Gilardy, Jr., Esq., as its counsel.

Mr. Gilardy will:

  -- assist in the preparation of the Debtor's schedules and
     statement of financial affairs and with other applications
     and court documents;

  -- prepare a plan of reorganization for the Debtor;

  -- coordinate and conclude any pending non-bankruptcy
     litigation; and

  -- object to various claims.

Mr. Gilardy charges $250 per hour for this engagement.

The Debtor assures the Court that Mr. Gilardy is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Kamuela, Hawaii, Anekona W, LLC, filed for
Chapter 11 on May 27, 2009 (Bankr. D. Hawaii Case No. 09-01181).
The Debtor has assets and debts both ranging from $10 million to
$50 million.


ARCHWAY COOKIES: PBGC Takes Over Mother's Cake Pension Plan
-----------------------------------------------------------
Doug Halonen at Pionline.com reports that The Pension Benefit
Guaranty Corp. has taken over Mother's Cake & Cookie Co.'s benefit
pension plan.

PBGC said in a statement that it took over the plan because
Mother's Cake is liquidating its assets in Chapter 7 bankruptcy
protection "with no asset purchaser willing to assume the plan."
PBGC said that it expects to cover the $10 million shortfall.

Pionline.com relates that the pension plan is 71% funded, with
assets of $24 million and liabilities of $34 million.  It covers a
total of 1,100 workers and retirees, says Pionline.com.  The plan
was terminated on October 6, according to the PBGC's statement.

Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, --
http://www.archwaycookies.com/-- makes soft-baked cookies. And
crackers.  In 1998, Specialty Foods Corp. acquired the Debtors'
for about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.

Archway Cookies filed for Chapter 11 protection on October 6, 2008
(Bankr. D. Del. Case No. 08-12323).  Its affiliate, Mother's Cake
& Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No.
08-12326).  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represent the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between
$50 million and $100 million and estimated debts of between
$500 million and $1 billion.

On January 8, 2009, the Court approved the request of the Debtors
to convert their Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code, effective as of January 21, 2009, at 5:00 p.m.
The Court overruled all objections to the Motion.


ASCENDIA BRANDS: Gets Aug. 31 Extension of DIP Financing
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended on
June 25, 2009, its final order authorizing Ascendia Brands, Inc.,
et al., to obtain postpetition financing from Wells Fargo
Foothill, Inc., as DIP agent for itself and other lenders, in
accordance with a new budget.

As a result of a ninth extension of the DIP Final Order, the DIP
financing now has a termination date of August 31, 2009.

A hearing to consider a further extension of the final order is
scheduled for August 26, 2009, at 1:30 p.m.

A full-text copy of the Court's 9th extension order is available
at http://bankrupt.com/misc/ascendia.9thextensionorder.pdf

As reported in the Troubled Company Reporter on September 11,
2008, the Hon. Brendan L. Shannon authorized the Debtors to
obtain, on a final basis, up to $26,428,000 in postpetition
financing, pursuant to a debtor-in-possession loan agreement dated
August 5, 2008.

As collateral, the consortium of lenders led by Wells Fargo were
granted continuing security interests in all of the Debtors'
prepetition collateral and postpetition collateral, which will
include all now existing and hereafter acquired real and personal
property of each Debtor's estate, wherever located, of any kind,
nature or description, and superpriority administrative expense
status over all other interest and liens of every kind pursuant to
Section 506(b) of the Bankruptcy Code.

A full-text copy of the Debtors' debtor-in-possession loan
agreement dated Aug. 5, 2008, is available for free at:

               http://ResearchArchives.com/t/s?3083

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was once the maker and seller of
Mr. Bubble-brand bubble bath and other health and beauty-care
products.  The Company and six of its affiliates filed for Chapter
11 protection on August 5, 2008 (Bankr. D. Del. Lead Case No.08-
11787).  Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq.,
at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in
their restructuring efforts.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
The Debtors selected Epiq Bankruptcy Solutions LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed total assets of $194,800,000 and total
debts of $279,000,000.


ATA AIRLINES: Plan Trustee Revises Liquidating Trust Document
-------------------------------------------------------------
Steven Turoff, the court-appointed administrator of the ATA Plan
Trust, asks the U.S. Bankruptcy Court for the Southern District
of Indiana to approve amendments to an agreement governing the
Plan Trust.

Mr. Turoff made amendments to the liquidating trust agreement in
light of JPMorgan Chase Bank NA's decision to resign as agent for
the beneficiaries under the Plan Trust.  JPMorgan made the
decision after it sold all its "allowed lender secured claims"
under ATA Airlines' chapter 11 plan to one of the beneficiaries,
Jefferies Finance LLC.

The amended liquidating trust agreement provides for the
transferability and assignment of the beneficial interest issued
under the Plan Trust that is held by JPMorgan, and the
appointment of Jefferies to hold the beneficial interest as agent
for the beneficiaries.  A copy of the amended agreement is
available without charge at:

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

Mr. Turoff says the amendments will not adversely affect the
interest of the beneficiaries, all of which have reportedly
consented to the amendments.

The hearing to consider approval of the amendments is scheduled
for July 23, 2009.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on January 31, 2006.  The Debtors'
emerged from bankruptcy on February 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
February 26, 2009, to file its Chapter 11 plan and April 27, 2009,
to solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
December 12, 2008, two weeks after it completed the sale of its
key assets to Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: Plan Trustee Reaches Settlement With S. Padre
-----------------------------------------------------------
Steven Turoff, Plan Trustee under the confirmed First Amended
Chapter 11 Plan of ATA Airlines Inc., sought and obtained court
approval of a settlement agreement with South Padre Energy Ltd.,
Travis Sanders and Sanders Petroleum Company.

Mr. Turoff entered into the agreement to settle his claims
against the companies on account of funds that they received from
ATA Airlines as prepayment for the purchase of fuel from the
airline's suppliers.  He alleged that the companies hold about
$2.5 million in unspent fuel prepayments and another $1,522,249
from the sale of fuel that should have been delivered to ATA
Airlines.

ATA Airlines tapped the companies to broker fuel purchases from
its suppliers.

Under the settlement agreement, the Plan Trust will be entitled
to the funds deposited in a segregated bank account maintained at
JPMorgan Chase Bank N.A., and an additional payment of $700,000.
The $2,507,793 deposit was put up by South Padre Energy prior to
the confirmation of ATA Airlines' chapter 11 plan as part of its
negotiations with Mr. Turoff to settle his claims.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on January 31, 2006.  The Debtors'
emerged from bankruptcy on February 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
February 26, 2009, to file its Chapter 11 plan and April 27, 2009,
to solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
December 12, 2008, two weeks after it completed the sale of its
key assets to Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: Plan Trustee to Set Off Hawaii DOT Claim
------------------------------------------------------
Steven Turoff, Plan Trustee under the confirmed First Amended
Chapter 11 Plan of ATA Airlines Inc., sought and obtained court
approval to set off the amount owed by the Department of
Transportation in Hawaii against the amount owed by the airline
to the agency.

ATA Airlines owes $55,497 on account of unpaid rents and fees it
incurred under various airport facility lease agreements with the
agency.  The Hawaii Department of Transportation, meanwhile, owes
$109,723, which it received from the airline as payment for
passenger facility charges.  The agency is required to return the
funds to ATA Airlines since those funds were paid from passenger
facility charges for canceled flights.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on January 31, 2006.  The Debtors'
emerged from bankruptcy on February 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
February 26, 2009, to file its Chapter 11 plan and April 27, 2009,
to solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
December 12, 2008, two weeks after it completed the sale of its
key assets to Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATHLETIC CLUBS: Case Summary 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Athletic Clubs of America, LLC
           dba Fayetteville Athletic Club
        2920 E. Zion Rd.
        Fayetteville, AR 72703

Bankruptcy Case No.: 09-73460

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Jason N. Bramlett, Esq.
                  Friday, Eldredge & Clark, LLP
                  3425 North Futrall Drive, Suite 103
                  Fayetteville, AR 72703
                  Tel: (479) 695-1102
                  Fax: (501) 244-5372
                  Email: jbramlett@fec.net

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

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

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

          http://bankrupt.com/misc/arwb09-73460.pdf

The petition was signed by Robert W. Shoulders, managing member of
the Company.


AUGUSTA FUNDING: Moody's Upgrades Ratings on Two Bonds
------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
ratings these bonds issued by Augusta Funding Limited VII:

  -- $149,430,000 Floating Rate Secured Guaranteed Class F-1 Bonds
     Due 2013, Upgraded to Baa2; previously on May 13, 2009 Baa3;

  -- $162,672,492 8.25% Secured Guaranteed Class A-1 Bonds Due
     2036, Upgraded to Baa2; previously on May 13, 2009 Ba1;

The ratings assigned by Moody's to the Bonds are linked to several
factors, including, but not limited to, various series of
perpetual and long-dated floating rate notes owned by the Company,
and the Swap Counterparty and will change upon changes in Moody's
ratings of these factors.  The Bonds also benefit from a financial
insurance agreement entered into between the Company and MBIA
Insurance Corporation, as a successor to Capital Markets Assurance
Corporation.

The actions reflect the changes in credit quality of the FRNs and
are not based solely on the rating of MBIA whose insurance
financial strength rating was downgraded by Moody's to B3 on
February 18, 2009.  The rating actions are consistent with Moody's
modified approach to rating structured finance securities wrapped
by financial guarantors as described in a press release dated
November 10, 2008, titled "Moody's modifies approach to rating
structured finance securities wrapped by financial guarantors."


BAKER KURTZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Baker Kurtz, Inc.
        1010 Ipsen Road
        Belvidere, IL 61008

Bankruptcy Case No.: 09-72918

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: James E. Stevens, Esq.
            Barrick, Switzer, Long, Balsley & Van Ev
            6833 Stalter Drive
            Rockford, Il 61108
            Tel: (815) 962-6611
            Fax: (815) 962-1758
            Email: jstevens@bslbv.com

Total Assets: $1,192,150

Total Debts: $1,800,340

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/ilnb09-72918.pdf

The petition was signed by Bruce Kurtz, president of the Company.


BALTIMORE OPERA: Public Auction of Real Estate Set for August 6
---------------------------------------------------------------
By order of the Brian A. Goldman, bankruptcy trustee for Baltimore
Opera Company, Inc., Alex Cooper Auctioneers Inc. will conduct a
public auction sale of the Company's real estate located at 700-
708 E. Monument Street, MD 21202 on August 6, 2009, at 2:00 p.m.,
at the premises.

The property consists of 2 commercial/industrial buildings
totalling 51,000+/- square feet zoned B-3-2 on 1.51+/- acres of
land in "East Baltimore".  A deposit in the form of cash,
cashier's check or certified check for $50,000 is due at the time
and place of sale.  For full terms and conditions, please visit
Alex Cooper's Web site at http://www.AlexCooper.com/

Baltimore Opera -- http://www.baltimoreopera.com/-- held opera
shows in Baltimore, Maryland.  Michael Harrison is the Company's
artistic director.  The Baltimore Opera Co. filed for Chapter 11
protection before the U.S. Bankruptcy Court for the District of
Maryland on December 10, 2008.  The Court subsequently converted
the case to a Chapter 7 (Case No. 08-26265).

As reported in the TCR on December 11, 2008, Baltimore Opera had
more than $1.2 million in liabilities and has less than $50,000 in
assets.


B+H OCEAN: E&Y Says Covenant Defaults Raise Going Concern Doubt
---------------------------------------------------------------
Ernst & Young LLP in Providence, Rhone Island raised substantial
doubt about B+H Ocean Carriers Ltd.'s ability to continue as a
going concern after auditing the Company's financial results for
the year ended December 31, 2008 and 2007.  The auditors pointed
to the Company's inability to comply with financial covenants
under its current loan agreements as of Dec. 31, 2008, its
negative working capital position, and other matters.

As reported in the Troubled Company Reporter on July 6, 2009, that
certain of its banks approved the waivers that was requested for
certain technical loan covenant defaults as of Dec. 31, 2008.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $354,789,344, total liabilities of $213,624,733 and
shareholders' equity of $141,164,611.

For the year ended Dec. 31, 2009, the Company reported a net
income of $15,865,116 compared with a net income of $2,019,177 for
the same period in the previous year.

                  Liquidity and Capital Resources

The Company requires cash to service its debt, fund the equity
portion of investments in vessels, fund working capital and
maintain cash reserves against fluctuations in operating cash
flow.  Net cash flow generated by continuing operations has
historically been the main source of liquidity for the Company.
Additional sources of liquidity have also included proceeds from
asset sales and refinancings.

The Company's ability to generate cash flow from operations will
depend upon the Company's future performance, which will be
subject to general economic conditions and to financial, business
and other factors affecting the operations of the Company, many of
which are beyond its control.

A full-text copy of the FORM 20-F is available for free at
http://ResearchArchives.com/t/s?3f44

                     About B+H Ocean Carriers

The Company was organized as a corporation under Liberian law on
April 28, 1988, to engage in the business of acquiring, investing
in, owning, operating and selling vessels for dry bulk and liquid
cargo transportation.  As of June 30, 2009, the Company owned and
operated two dry bulkcarriers, four medium-range product/chemical
tankers, one Panamax product tanker and five ore/bulk/oil
combination carriers.  The Company also owns a 50% interest in a
company which is the disponent owner of a 1992-built 75,000 DWT
Combination Carrier, effected through a lease structure. Each
vessel accounts for a significant portion of the Company's
revenues.  On July 29, 2008, the Company, through a wholly-owned
subsidiary, acquired an Accommodation Field Development Vessel
under construction, for delivery in the 1st quarter of 2010.


BBZ RESOURCE: Collapse Blamed on Kidz-Idz, High Redemptions
-----------------------------------------------------------
BBZ Resource Management, Inc., said it's in bankruptcy due to
competition and an unacceptably high number of voucher
redemptions.

BBZ was in the business of promoting retailers using free gas and
grocery vouchers.  The retailers use the gift cards as incentives
for consumers to buy furniture and high priced items.

According to Furniture Today, BBZ's senior vice president, Troy
Warren, said in court documents that companies owned by Michael
Pouls, called Kidz-IDz and Customer Loyalty International,
destroyed BBZ's rebate certificate business.  BBZ alleged that it
entered into business agreements with Kidz-Idz, under which the
latter agreed to purchase rebate certificates from BBZ.  However,
Mr. Pouls allegedly reneged from the deal and instead created
Customer Loyalty Int'l as a competing voucher company.

Mr. Warren also said that business was affected, and eventually
pushed to bankruptcy, after Mr. Pouls said in media reports that
BBZ was running a Ponzi scheme.

According to St. Petersburg Times, the Oregon State Attorney
General's Office said it was investigating BBZ for operating a
pyramid scheme.  The Better Business Bureau, St. Petersburg Times
reported, said it had received complaints from 40 states against
BBZ.

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


BEARINGPOINT INC: Sells Brazilian Unit to CSC for $7,900,000
------------------------------------------------------------
BearingPoint, Inc., seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to sell its equity
interests in BearingPoint, S.A., a subsidiary in Brazil pursuant
to a Stock Purchase Agreement dated July 9, 2009, with Computer
Sciences Corporation and CSC Brazil Holdings LLC.

BearingPoint's Brazilian operations specialize in consulting and
systems integration services.  CSC has offered $7.9 million for
the asset.

BearingPoint also seeks the Court's permission to provide CSC
expense reimbursement of up to $750,000 if the deal is terminated
under certain circumstances.

BearingPoint also asks the Court to approve ancillary agreements,
including an intellectual property cross-license, a trademark
license, and a transition services agreement.

As reported by the Troubled Company Reporter on July 14, 2009, the
parties expect the transaction to be complete by July 31, 2009.

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

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

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

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

                             About CSC

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

                      About BearingPoint Inc.

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

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

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

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

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


BENDER SHIPBUILDING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bender Shipbuilding & Repair Co., Inc.
        265 S. Water Street
        Mobile, AL 36603-2305

Bankruptcy Case No.: 09-12616

Type of Business: The Debtor operates a ship repair facility in
                  the central Gulf of Mexico.

                  On June 9, 2009, GulfMark Offshore Inc.,
                  Louisiana Machinery Company LLC, and Sirius
                  Technical Services Inc. filed an involuntary
                  Chapter 11 petition in the U.S. Bankruptcy Court
                  for the Southern District of Alabama.  Christian
                  & Small LLP, and Jones Walker LLP represent the
                  creditors.

                  On July 1, 2009, at the behest of the
                  creditors, the Court converted the Chapter 7
                  liquidation proceeding to a Chapter 11
                  reorganization case.

                  See http://www.bendership.com/

Involuntary Chapter 7 Petition Date: June 9, 2009

Petitioners: GulfMark Offshore Inc.,
             Louisiana Machinery Company LLC, and
             Sirius Technical Services Inc.

Date Converted to Chapter 11: July 1, 2009

Court: Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: A. Clay Rankin, Esq.
                  crankin@handarendall.com
                  Henry A. Callaway, III, Esq.
                  hcallaway@handarendall.com
                  Hand Arendall
                  P.O. Box 123
                  Mobile, AL 36601
                  Tel: (251) 694-6207

                  Benjamin Warren Kadden, Esq.
                  bkadden@lawla.com
                  601 Poydras Street, Ste. 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990

                  Christopher T. Caplinger, Esq.
                  ccaplinger@lawla.com
                  Stewart F. Peck, Esq.
                  speck@lawla.com
                  Lugonbuhl, Wheaton, Peck, Rankin& Hubbard
                  601 Poydras Street, Suite 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Fax: (504) 310-9195

                  Irvin Grodsky, Esq.
                  igpc@irvingrodskypc.com
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Maritrans Operating            secured:          $14,000,000
Company LP                     $3,000,000
Two Harbour Place
302 Knights Run Avenue
Mobile, AL 36602

GulfMark Offshore Inc.                           $7,650,000
10111 Richmond, Suite 340
Houston, TX 77042

Trico Marine Services Inc                        $5,006,500
10001 Woodloch Forest Drive
Suite 610
The Wood, TX 77380

Job Crafters Inc.                                $3,937,905
701 Royal Street
Mobile, Al 36603

B&D Contracting                                  $1,189,499
1308 Pass Road
Gulfport, MS 39501

Schottel GMBH                                    $813,035

Gulf Offshore Logistic                           $627,616

Waterways Towing & Offshore                      $548,335
Services Inc.

Ranger Steel Supply                              $449,163

Metal USA Inc.                                   $416,603

Jamestown Metal Marine Sales                     $413,905
Inc.

American Express                                 $356,941

New Industries Inc./New                          $340,000
Offshore

Rock Cable Inc.                                  $318,007

United Rentals                                   $300,622

Transmontaigne Products                          $289,276
Serv. Inc.

Southern Gas & Supply Inc.                       $251,572

Technology Ventures Middle                       $242,615
East FZC

Donovan Marine Inc.                              $244,575

Marine & Industrial Supply                       $232,432


BERNARD MADOFF: Picard Taps SCA Creque as BVI Counsel
-----------------------------------------------------
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 SCA Creque, as special counsel, nunc pro tunc
to June 8, 2009.

Issues have arisen overseas, and in the British Virgin Islands in
particular, that require the Trustee's participation and
representation by counsel.  The Trustee has become aware of assets
that he believes to be customer property located within the BVI
and requires counsel to pursue such customer property.

The Trustee has determined that it will be necessary to engage
counsel to represent him in the BVI.  Such legal counsel will
enable the Trustee to carry out his duties in this liquidation
proceeding under the Securities Investor Protection Act, 15 U.S.C.
Sec. 78aaa, et seq.

The Trustee proposes to retain and employ SCA Creque as its
special counsel with regard to its recovery of customer property
in the BVI, and any related matters as directed by the Trustee,
effective as of June 8, 2009.

The firm will be compensated at its normal hourly rates, less a
10% discount:

              Level of Experience      Discounted Rates
              -------------------      ----------------
         Partner                                $625
         Associate                              $525

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.


BISON BUILDING: U.S. Trustee Appoints 5-Member Creditors Panel
--------------------------------------------------------------
The United States Trustee for the Southern District of Texas
appointed five members to the official committee of unsecured
creditors in the bankruptcy cases of Bison Building Holdings, Inc.

The Committee members are:

    -- Lumbermans Merchandising Corp.
    -- Bluelinx Corporation
    -- ECMD Inc.
    -- Eagle Forest Products, Inc.
    -- Dixie Plywood Company of Houston

Houston, Texas-based Bison Building Materials --
http://www.bisonbuilding.com/-- began in 1962 as Roy W.
Bierschwale's small retail store and lumber shed.  Over the past
four decades, Bison Building has grown into Texas' single largest
independent supplier of lumber, full service millwork and other
added value products.  Today, Bison Building operates 14 divisions
in Texas, Colorado, New Mexico, and Florida providing construction
packages ranging from form lumber to roof decking, as well as a
wide range of commodity and custom doors, columns, cabinet doors,
molding, plywood and stair parts, all delivered directly to our
clients' jobsites.

When Bison Building filed for bankruptcy, the Company's President
Pat W. Bierschwale said that the expansion from its Texas home
base into surrounding states was an "ill advised" "disaster" that
resulted in "significant losses."

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.  Bloomberg's Bill
Rochelle reported the Company's debt includes $14.6 million owing
to Wachovia on the revolving credit and $14 million on mortgages.


BISON BUILDING: Wants to Hire Porter & Hedges as Counsel
--------------------------------------------------------
Bison Building Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Texas for
permission to employ Porter & Hedges LLP as their counsel.

The firm will:

  -- advise the debtors-in-possession with respect to their powers
     and duties;

  -- advise the Debtors with respect to the rights and remedies of
     the estates' creditors and other parties in interest;

  -- conduct appropriate examinations of witnesses, claimants and
     other parties-in-interest;

  -- prepare all appropriate pleadings and other legal instruments
     required to be filed in the Chapter 11 cases;

  -- represent the Debtors in all proceedings before the Court and
     in any other judicial or administrative proceeding in which
     the rights of the Debtors or the estates may be affected;

  -- advise the Debtors in connection with the formulation,
     solicitation, confirmation and consummation of any plan or
     plans of reorganization which the Debtors may propose; and

  -- performing any other legal services which may be appropriate
     in connection with the continued operation of the Debtors'
     businesses.

The firm's current hourly rates are:

     Designation                  Hourly Rate
     -----------                  -----------
     Partners                     $350-$600
     Of Counsel                   $400-$425
     Associates/Staff Attorneys   $225-$350
     Legal Assistants/Law Clerks  $135-$185

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

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.


BRUNO'S SUPERMARKETS: Court Denies Bid to Close or Convert Case
---------------------------------------------------------------
Judge Benjamin Cohen of the U.S. Bankruptcy Court for the Northern
District of Alabama has denied a request by the Bankruptcy
Administrator seeking Chapter 7 conversion or, in the alternative,
dismissal of the bankruptcy case of Bruno's Supermarkets, LLC.

The Bankruptcy Administrator, according to NetDockets, had argued
Bruno's failed to meet certain obligations of a debtor-in-
possession:

     -- Bruno's failed to file proof of casualty or liability
        insurance coverage as required by Paragraph F of the
        Chapter 11 Operating Order entered on February 11, 2009,
        in the case;

     -- Bruno's failed to provide the Bankruptcy Administrator
        with a statement of disbursements made during the first
        calendar quarter as required by Rule 2015(a)(5) of the
        Federal Rules of Bankruptcy Procedure;

     -- Bruno's failed to pay the required quarterly fee for the
        first quarter of 2009 as required by 28 U.S.C. Section
        1930(a)(7)).

NetDockets says the court order does not specifically address the
Bankruptcy Administrator's allegations, but rather states solely
that the relief was denied "based on the representations of
counsel and the pleadings."

As reported by the Troubled Company Reporter on June 29, 2009,
Bruno's has filed with the U.S. Bankruptcy Court for the Northern
District of Alabama a disclosure statement with respect to its
plan of liquidation dated June 19, 2009.  The hearing to consider
the "adequacy" of the disclosure statement for Debtor's plan of
liquidation dated June 19, 2009, pursuant to Section 1125 of the
Bankruptcy Code, is set for August 6, at 1:30 p.m.

A full-text copy of the disclosure statement explaining the
Debtors' plan of liquidation dated June 19, 2009, is available at:

             http://bankrupt.com/misc/bruno'sDS.pdf

                            Plan Terms

The Plan is a liquidating plan.  Upon the Plan's effective date,
substantially all of the Debtor's assets would have been sold to
Southern Family Markets, LLC.  The Plan provides for the
liquidation of the Debtor's remaining assets and the distribution
of the net proceeds by a Liquidating Trustee to the Debtor's
creditors.  The Plan further provides for the termination of all
interests in the Debtors and the dissolution and wind up of the
affairs of the Debtor.

                          About Bruno's

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.


BRSP LLC: S&P Junks Rating on $290 Mil. Senior-Secured Term Loan
----------------------------------------------------------------
On July 14, 2009, Standard & Poor's Ratings Services lowered its
rating on BRSP LLC's $290 million senior-secured term loan due
July 2014 to 'CCC+' from 'BB-.'  The recovery rating is '1',
indicating very high (90%-100%) recovery of principal in the event
of a default.  The outlook is developing.

The rating downgrade follows the downgrade by Standard & Poor's of
BRSP's parent, CIT Group Inc., to 'CCC+' from 'BB-' on July 13,
2009.  CIT wholly owns BRSP.  As BRSP is not ring-fenced from CIT
per Standard & Poor's criteria, S&P does not rate BRSP above CIT.
Under Standard & Poor's rating criteria, a non-ring-fenced
subsidiary cannot be rated above the credit quality of the
consolidated entity.  A subsidiary that meets Standard & Poor's
ring-fencing criteria can be rated up to three notches above the
credit quality of the consolidated entity, if the underlying
economics of the subsidiary support a higher rating.

Given the lack of ring-fencing protection from CIT, BRSP's rating
will remain constrained by CIT rating. If the CIT rating declines
further, BRSP's rating is also likely to decline in lockstep.  If
CTI's rating rises, then BRSP's rating is likely to rise at least
up to the 'BB' level.  In S&P's view, there has been no change in
the underlying strength of the BRSP credit, notwithstanding the
lack of ring-fencing.

Proceeds from the $290 million term loan were used to refinance
the outstanding balance of a secured term loan facility which is
approaching maturity.

BRSP was formed on July 5, 2006, as a single-purpose entity to
CIT's purchase of lessor notes that were issued as part of a sale-
leaseback transaction with Calpine Corporation of two natural gas-
fired power plants: Broad River (an 850 MW peaking unit) and South
Point (520 MW combined-cycle unit) located in South Carolina and
Arizona, respectively.  CIT leases the power plants to indirect,
wholly-owned Calpine subsidiaries, South Point Energy Center LLC,
and Broad River Energy Center LLC, and receives rents which are
used to service the BRSP term loan.


CALIFORNIA: SEC Classifies State's IOUs as "Securities"
-------------------------------------------------------
The Securities and Exchange Commission staff issued a statement
last week expressing its belief that California's recently-issued
IOUs are "securities" under federal securities law.  As such,
holders of these IOUs and those who may purchase them are
protected by the provisions of the federal securities laws that
prohibit fraud in the purchase or sale of securities.

As reported in the Troubled Company Reporter last week, the Golden
State began issuing the IOUs (called "registered warrants" by
California) on July 2 to certain individuals and entities,
including citizens who were entitled to a tax refund or vendors
who were entitled to payments.  The IOUs are obligations of the
State of California, are negotiable, and bear interest.  The
staff's view that the IOUs are securities does not affect
California's right to issue or repay the IOUs.

In addition to the antifraud provisions of the federal securities
laws, other parts of the federal securities laws also apply to the
purchase and sale of the IOUs.  Persons acting as intermediaries
between buyers and sellers of the warrants may need to register as
brokers, dealers or municipal securities dealers, or as
alternative trading systems or national securities exchanges.
Broker-dealers, as well as any potential secondary markets, should
be aware that the requirements of the securities laws and the
rules of the Municipal Securities Rulemaking Board apply to the
IOUs.  Finally, the SEC notes, although the IOUs are labeled
"registered warrants," they are not registered with the SEC.
There is no registration requirement that applies because the IOUs
are municipal securities.

With Governor Arnold Schwarzenegger and the California Legislature
unable or unwilling to agree to fix a $26 billion budget deficit,
the State of California started issuing "registered warrants" -- a
fancy name for an unsecured IOUs -- to pay some of its bills as
they come due.

The California Controller said last week that he anticipates he'll
issue $591 million of registered warrants payable on October 1,
2009, plus $363 million of additional this "funny money" to
support nonprofit centers that count on state funding.  Some
reports estimate that the state will issue nearly $3 billion of
these registered warrants this month.  The registered warrants
will accrue interest at 3.75% per year.  The interest is free of
State income tax to the holder if the warrant is redeemed within
one year.

Many financial institutions told their customers that they would
accept the registered warrants as cash through July 10, and step
into the shoes of the California creditors receiving the
registered warrants.  Most major financial institutions have
stopped accepting the IOUs but are willing to extend loans against
that paper.  Press reports indicate that Citibank and Bank of the
West are continuing to accept the registered warrants as cash
items.  A list of credit unions accepting the State's IOUs as cash
is posted at:

   http://www.ccul.org/general/070709CUsAcceptingCAIOUs.pdf

on the California Credit Union League's Web site.

A craigslist posting dated July 9 posted by sale-2dt3h-
1261942913@craigslist.org says, "I will buy your State of
California Registered Warrant (IOU) for cash. 916.716.8785."
Another craigslist posting by sale-nrbba-1263631617@craigslist.org
dated July 10 offers 60 to 90 cents-on-the-dollar for the
negotiable instruments.  Ebay.com currently lists no offers to
sell California's registered warrants.

California's Constitution mandates that education and debt service
have priority status, and the Golden State's Controller will work
to ensure there are sufficient funds to continue to make those
payments with regular warrants.  The State Constitution, federal
law and court order also require that State payroll, CalPERS,
CalSTRS, In-Home Supportive Services and Medi-Cal providers
continue to be paid with regular warrants.  Regular warrants are
immediately redeemable by the State Treasurer after issue, and are
generally treated like ordinary paper checks.

Once there is sufficient cash in the State Treasury and the
Controller determines he may stop issuing IOUs, he will begin
issuing regular warrants (checks).  However, current law prohibits
registered warrants that bear a maturity date from being redeemed
earlier than that maturity date.  Recipients of any IOUs that were
issued with a maturity date of October 1, 2009, will not be able
to redeem them before that date, and will continue to earn
interest until October 1.


CALIFORNIA STATE: Moody's Downgrades Ratings on General Obligation
------------------------------------------------------------------
Moody's Investors Service has downgraded the State of California's
general obligation rating to Baa1 from A2.  The state's lease debt
and other state-backed debt have also been downgraded.  The
ratings remain on Watchlist for possible downgrade.  In addition,
Moody's has downgraded the global scale rating assigned to the
California Federally Taxable General Obligation Bonds and Stem
Cell Research and Cures Bonds, Series 2007A to A2 from Aa3 and the
global scale rating on the California Judgment Trust Certificates
of Participation Series 2005 to Baa1 from A2.  The State Payment
Acceleration Notes issued by the Bay Area Infrastructure Financing
Authority (rated Baa1) remain on Watchlist for possible downgrade
as Moody's assess the credit and the flow of payments from the
state.  The P-1 rating on the state's commercial paper has also
been placed on Watchlist for possible downgrade.

The downgrade reflects the increased risk to the legally or
constitutionally required payments as "priority payments" as the
state deadlock continues and the controller has begun to make
certain payments that are not legally or constitutionally required
to be paid on time as "non-priority payments" with IOUs.  Moody's
believes that as the days and weeks go by without enacted
solutions to the current cash crisis and the $26 billion budget
gap, the risk to priority payments, and eventually debt service
payments, is increasing.  The downgrade incorporates the risk
Moody's believe exists at the current time, as well as the state's
inability to solve the current difficulties in a timely fashion.
Bonds that are secured by non-priority payments (such as those
issued by the state's regional centers or any others around which
the payment status is unclear-such as those secured by judgments)
may have increased downward pressure on the ratings in the near
future if no action is taken by the state to solve the cash crisis
and non-priority payments continue to be paid with IOUs.

Moody's rating review will take into account many factors, and
will focus largely on the ability of the state to overcome the
current stalemate and enact solutions to the budgetary and
liquidity situation.  A continued stalemate could result in a
further downgrade in coming months.  If the state gets to a
position where it is unable to make priority payments, a multi-
notch downgrade may result.  If the state does take action,
Moody's will assess the likely impact of those actions: whether
they improve liquidity, whether they improve budgetary balance,
whether they provide long-term solutions or quick fixes, and
whether Moody's believes the solutions to be viable, to determine
whether the actions taken leave the state in a position consistent
with the current rating level.

List Of Affected Ratings-Municipal Scale (All of these ratings
remain on Watchlist for possible downgrade.):

AFFECTED RATINGS-Downgraded to Baa1 from A2

* State of California, General Obligation Bonds
* State of California, Veterans General Obligation Bonds
* California Economic Recovery Bonds

AFFECTED RATINGS-Downgraded to Baa2 from A3

* East Bay Building Authority, Certificates of Participation

* California State Public Works Board, Lease Revenue Debt

* Golden State Tobacco Securitization Corp., Tobacco Settlement
  Asset Backed Bonds

* California debt backed by state appropriation

AFFECTED RATINGS-Downgraded to Baa3 from Baa1

* California Judgment Trust Obligations Certificates of
  Participation

AFFECTED RATINGS-Downgraded to Ba1 from Baa2

* California Statewide Communities Development Authority, Revenue
  Bonds (Inland Regional Center Project), Series 2007

* California Municipal Finance Authority, Revenue Bonds (Kern
  Regional Center Project), 2009 Series A

* County of San Diego, Series 2002 Certificates of Participation
  (San Diego-Imperial Counties Developmental Services)

LIST OF AFFECTED RATINGS-GLOBAL SCALE (All of these ratings remain
on Watchlist for possible downgrade.)

AFFECTED RATINGS-Downgraded to A2 from Aa3

* California Federally Taxable General Obligation Bonds
* Stem Cell Research and Cures Bonds, Series 2007A

AFFECTED RATINGS-Downgraded to Baa1 from A2

* California Judgment Trust Certificates of Participation Series
  2005

The last rating action with respect to the State of California was
June 19, 2009, when the A2 rating of the State of California's
general obligation debt was placed on Watchlist for possible
downgrade.  The last rating action with respect to global scale
ratings for the State of California was on June 19, 2009, when the
Aa3 global scale rating on the State of California Taxable General
Obligation Bonds (Federally Taxable) and the Stem Cell Research
and Cures Bonds, Series 2007A was placed on Watchlist for possible
downgrade.


CAMBIUM LEARNING: S&P Puts 'CCC' Rating on CreditWatch Developing
-----------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings on
Cambium Learning Inc., including the 'CCC' corporate credit
rating, on CreditWatch with developing implications.  Developing
implications means that S&P may raise or lower ratings.  The
placement is based on the recent agreement to combine its business
with Voyager Learning Co.  The business combination will be
effected through a newly formed company, Cambium-Voyager Holdings
Inc., which will acquire both companies and issue shares in the
combined company to stockholders of each of Voyager Learning and
Cambium Learning.  Natick, Ma.-based Cambium had total debt of
$168 million at March 31, 2009.

"The combination appears to be a good strategic fit, as both
companies are of similar revenue size and serve adjacent sectors
of the education intervention services market," said Standard &
Poor's credit analyst Hal F. Diamond.  Under the terms of the
transaction, each Voyager stockholder will be entitled to receive
stock of Cambium-Voyager Holdings or cash, limited to a maximum of
$67.5 million.  Voyager had $50.7 million in cash as of March 31,
2009, and investment firm, Veronis Suhler Stevenson, Cambium's
owner, has agreed to invest $25 million in the new company.  "The
combination should modestly improve Cambium's pro forma debt
leverage and covenant compliance," added Mr. Diamond, "as Voyager
has virtually no debt, though it had lower EBITDA margins than
Cambium."


CDX GAS: Court Approves Rio's First Amended Chapter 11 Plan
-----------------------------------------------------------
The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the
Southern District of Texas confirmed the first amended plan of
reorganization for CDX Rio LLC, an affiliated debtor of CDX Gas
LLC.

Rio's five first lien debt secured creditors holding $94,674,452,
and 42 second lien debt secured creditors holding $215,550,000
have accepted the amended plan.

The Rio's amended plan includes an amendment settling the U.S.
government's recent objections that Rio's asset sales ran afoul of
rules governing the transfer of oil and gas leases on tribal land,
according to Law360.

A full-text copy of the CDX Rio's first amended plan is available
for free at http://ResearchArchives.com/t/s?3f3b

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.  In its
schedules, CDX listed total assets of $996,308,606 and total debts
of $831,259,526.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  Gardere Wynne Sewell LLP,
serves as conflicts counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The Debtors also hired Ryder Scott
Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as
special title examination counsel; Fish & Richardson LLP as
Special Intellectual Property Counsel; Deloitte Tax LLP as Tax
Consultants; and Jefferies & Company, Inc. as valuation experts.

On January 7, 2009, the Office of the United States Trustee
informed the Court of its inability to solicit sufficient interest
from creditors to form an official committee of unsecured
creditors.


CHANG-LIMA DESIGN: Rising Costs, Dropping Sales Lead to Ch 11
--------------------------------------------------------------
Charles Chang-Lima has filed for Chapter 11 bankruptcy protection
under Chang-Lima Design Studio Ltd. in the U.S. Bankruptcy Court
for the Southern District of New York, listing $1 million to
$10 million in assets and $1 million to $10 million in
liabilities.

The Wall Street Journal blog, Bankruptcy Beat, relates that Chang-
Lima Design owes money to more than 50 creditors, including C&J
Textiles, and FK Fashions in New York.

According to Bankruptcy Beat, Chang-Lima Design blamed its cash
troubles on increasing operating costs and sales that have
declined due to the recession.  Trend tracker NPD Group Inc
reported that sales of female plus-size clothing dropped almost 8%
for the 12 months ended in March 2009.

Crain's New York Business relates that leasing agent, Tarter Stats
O'Toole, said that Mr. Chang-Lima isn't behind on rent payments
for his 6,000-square-foot headquarters at 264 W. 40th St.
Bankruptcy Beat relates that the Company brought in $3.7 million
in gross sales revenue in 2008 and this year-to-date, gross sales
revenues total $1.1 million.

Mr. Chang-Lima sells an eponymous collection at high-end
department stores and also sells a collection called Redux.
Charles Chang-Lima, who met with applause only five months ago
when he debuted an outfit for Barbie at the doll's 50th
anniversary runway show during New York Fashion Week, filed for
Chapter 11 bankruptcy protection Tuesday, under Chang-Lima Design
Studio Ltd.

Venezuelan native Charles Chang-Lima founded Chang-Lima Design
Studio Ltd. 15 years ago.  It sells at Bloomingdale's and
Nordstrom.  It produces the Charles Chang-Lima women's sportswear
collection and the REDUX Charles Chang-Lima line of "gamine and
feminine" dresses and gowns that are worn by celebrities including
Julianne Moore and Oprah Winfrey.


CHANG-LIMA DESIGN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Chang-Lima Design Studio, Ltd.
        264 West 40th Street, Floor 10
        New York, NY 10018

Bankruptcy Case No.: 09-14455

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Redux Charles Chang-Lima, LLC                      09-14458

Chapter 11 Petition Date: July 13, 2009

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Dana Patricia Brescia, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  Email: altergold@aol.com

                  Bruce R. Alter, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 670-0030

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

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

The petition was signed by Charles Chang-Lima, president of the
Company.


CHATEAU CARROLLTON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Chateau Carrollton Associates, Ltd.
           dba LeChateau Apartments
        6095 Lake Forrest Drive, N.W., Suite 270
        Atlanta, GA 30328

Bankruptcy Case No.: 09-78260

Chapter 11 Petition Date: July 14, 2009

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

Judge: Joyce Bihary

Debtor's Counsel: Frank B. Wilensky, Esq.
            Macey, Wilensky, Kessler & Hennings, LLC
            Suite 2700, 230 Peachtree Street, NW
            Atlanta, GA 30303-1561
            Tel: (404) 584-1200
            Fax: (404) 681-4355
            Email: smcconnell@maceywilensky

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

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

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

         http://bankrupt.com/misc/ganb09-78260.pdf

The petition was signed by Harold P. Barnes.


CIT GROUP: Says Talks with Govt. Has Stopped; Evaluating Options
----------------------------------------------------------------
CIT Group Inc. (NYSE: CIT) said July 15 that it has been advised
that there is no appreciable likelihood of additional government
support being provided over the near term.

The Company's Board of Directors and management, in consultation
with its advisors, are evaluating alternatives.

CIT has more than $1 billion of unsecured notes maturing in both
third- and fourth-quarter 2009.  Payments for these notes could
become increasingly difficult to make if borrower draws increase
significantly and CIT does not win regulatory approval of its
strategic initiatives, Standard & Poor's said.

CIT Group applied for access to government aid before $1 billion
in bonds mature next month. Since Nov. 25 the Federal Deposit
Insurance Corp. has backed $274 billion in bond sales under its
Temporary Liquidity Guarantee Program.  However, the FDIC was
apprehensive to approve the application because of CIT Group's
worsening credit quality.

This led to reports that CIT Group, which serves as lender to
950,000 businesses, is preparing for a bankruptcy filing.
According to the Wall Street Journal, CIT Group hired Skadden,
Arps, Slate, Meagher & Flom, LLP, to prepare for a bankruptcy
filing.

If CIT cannot ultimately access TLGP or pursue alternative
liquidity solutions, Standard & Poor's believes it might attempt
to restructure its debt, perhaps in bankruptcy or through an
exchange offer.

Since bankruptcy concerns arose over the weekend, people have been
speculating for the past two days that CIT group won't collapse,
after U.S. government officials and regulators were considering
effects of a collapse to businesses.

According to Bloomberg, the Federal Reserve as of late Tuesday was
considering granting permission to shift some of the company's
assets to its bank unit, according to two people familiar with the
matter.  The move could increase the amount the lender could
borrow from the Fed's discount window.  And Bloomberg reported
credit default swaps on CIT dropped after bankruptcy concerns
eased.

However, with CIT confirming that talks with the government has
stopped, bankruptcy speculations have been refueled.  Bloomberg
said late July 15 that officials at the Treasury, Federal Reserve
and FDIC have resisted putting more taxpayer funds at risk, on top
of the $2.33 billion granted to CIT in December, to keep the
lender afloat.

"Maybe they can put together a last-minute deal and try to sell
themselves," said Adam Steer, an analyst with CreditSights Inc.,
according to Bloomberg.  "The most viable alternative once the
government decides to not step in is a trip into bankruptcy."

                          About CIT Group

CIT (NYSE: CIT) -- http://www.cit.com/-- is a bank holding
company with more than $60 billion in finance and leasing assets
that provides financial products and advisory services to small
and middle market businesses. Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide. CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance. Founded in 1908 and
headquartered in New York City, CIT is a member of the S&P 500 and
Fortune 500.

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

As reported by the TCR on July 15, 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.  "The
downgrade reflects increased near-term liquidity concerns," said
Standard & Poor's credit analyst Rian Pressman.

Moody's Investors Service simultaneously 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.


CIT GROUP: Gov't May Lose $2.3 Billion Investment in Firm
---------------------------------------------------------
U.S. Treasury Department officials said that they would lose their
$2.3 billion investment in CIT Group Inc., Damian Paletta, Jeffrey
Mccracken, and Serena Ng at The Wall Street Journal report.
According to WSJ, it would be the first loss of public money
injected in banks through the Troubled Asset Relief Program.

A spokesperson for the Treasury said that the official believed
that much of the $2.3 billion investment had already gone due to
the drop in value of CIT preferred stock, WSJ states.

Citing people familiar with the matter, WSJ relates that CIT tried
to line up at least $2 billion in rescue financing from some of
its existing debt holders on Wednesday.  According to WSJ, CIT
offered to pledge some of its receivables as collateral against
those emergency loans and has given debt holders 24 hours to
decide if they will come up with the cash, indicating that the
Company would likely file for bankruptcy protection without the
rescue financing.  WSJ notes that the government's termination of
talks with CIT has increased the Company's chances to file for
bankruptcy protection.

The Treasury spokesperson said that the Treasury officials found
CIT's problems too severe and that they didn't want to pump more
money into the Company because the firm didn't seem to have a
viable business plan, WSJ reports.  The states that Treasury
officials also believe that CIT's problems won't have as big an
impact as feared because the Company had already slowed its
lending considerably and other lenders appear willing to step up
and make more loans to small businesses.

According to WSJ, CIT's collapse could be grave for California,
because of the large apparel import business.  CIT provides a
unique service known as "factoring," a business that involves
giving cash advances to clothing manufacturers and suppliers, and
collecting on invoices sent to small retailers like independent
stores in downtown Chicago to large retailers like Bed Bath &
Beyond, Wal-Mart and Burlington Coat Factory.

WSJ relates that trading in CIT's stock on the New York Stock
Exchange has stopped.  CIT didn't provide any immediate reason.
WSJ states that before the halt in trading, CIT's shares had risen
3 cents or 1.9% to $1.65.  WSJ notes that many of CIT's bonds rose
on Wednesday -- from a slump last week brought by bankruptcy fears
-- on hopes that the government would provide financial
assistance.  The bond prices still show that investors see a low
chance of being repaid in full, WSJ reports.

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

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

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

According to the TCR on July 15, 2009, 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 TCR reported on July 15, 2009, 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 GROUP: DBRS Downgrades Issuer and LT Debt Ratings to BB (Low)
-----------------------------------------------------------------
DBRS has downgraded the ratings of CIT Group Inc. and its related
subsidiaries; including its Issuer and Long-Term Debt ratings to
BB (low) from BB (high).  Concurrently, the Company's Short-Term
Instruments rating has been downgraded to R-5 from R-4.  All
ratings remain Under Review with Negative Implications, where they
were placed on April 24, 2009.

DBRS says the ratings action reflects DBRS's view that CIT's
liquidity and funding profile continues to deteriorate and options
to restore its liquidity position are becoming more limited.
Moreover, according to DBRS, the downgrades reflect its concern
that CIT's pressured liquidity position may damage the Company's
franchise in the long term.  DBRS views CIT's franchise strength a
material factor underpinning the rating.

DBRS considers CIT's liquidity and funding profile as under
increasing pressure.  The Company continues to await approval from
the Federal Deposit Insurance Corporation (FDIC) to participate in
the FDIC's Temporary Liquidity Guarantee Program (TLGP).  CIT is
also awaiting additional waivers from the Federal Reserve under
section 23A of the Banking Act.  DBRS is also concerned that the
Company's ability to fund any significant increase in client draws
on committed lines or other client demands for liquidity could be
impacted should the near-term liquidity pressure not be solved in
an expedient time frame.

Additionally, DBRS remains concerned that delays in receiving
regulatory approval of such liquidity enhancing actions could
result in CIT resorting to large asset sales and could require CIT
to further curtail originations to meet its funding requirements.
Asset sales and further reductions in originations could pressure
CIT's franchise.  The current recessionary environment, reduced
liquidity and uncertainty as to future funding options have
negatively impacted CIT's historically strong franchise.

Furthermore, DBRS is concerned that CIT may also look to other
actions, such as debt exchanges, to reduce its outstanding
obligations.  While debt exchanges may be an efficient means to
reduce debt levels, DBRS notes that it may view a debt exchange as
a default, if the debt holders is adversely impacted or should
DBRS view any exchange as coercive.

DBRS sees CIT prospects of attracting sufficient funding at
reasonable terms as limited.  However, DBRS recognized CIT's
recent success in obtaining alternate forms of liquidity,
including its recently executed $954 million TALF eligible
securitization.  Liquidity has also benefited from the 23A waiver
transactions, which created approximately $1.5 billion of
liquidity at the bank holding company when CIT transferred
$5.6 billion of government-guaranteed student loans and
$3.5 billion of related debt to CIT Bank as part of its initial
23A waiver in April 2009.  Additional 23A transactions, if
approved, would add incremental liquidity, however, in DBRS's
view, the benefits may be reduced by the delay in receipt of and
the size of any such approvals.

The rating action also reflects DBRS's view that CIT's pressured
financial profile and franchise will continue to be stressed by
elevated credit costs.  Additionally, the rating actions consider
DBRS's opinion that the Company's earnings generation ability has
been reduced by the aforementioned factors, as well as the revenue
impact of the smaller balance sheet.  DBRS is concerned that the
lower net income before provisions comes at a time when solid
revenues are required to absorb the elevated credit costs
associated with this difficult credit cycle.  The ongoing
recessionary environment continues to impact the creditworthiness
of CIT's borrower base as well as the value of the collateral
underlying the receivables, therefore, DBRS expects credit losses
to increase and remain at elevated levels for the near to mid-
term.  Given these pressures, DBRS anticipates that it might take
longer for CIT to return to profitability.

CIT's capital base has been reduced by recent quarterly losses.
Loss absorption ability remains limited, given CIT's requirement
to hold additional capital as part of its recent bank holding
company conversion.  CIT committed to a minimum level of total
risk based capital of 13% of risk-weighted assets, while CIT Bank
committed to maintaining for three years a Tier 1 leverage ratio
of at least 15%. At the end of the first quarter of 2009, CIT's
total capital ratio was 13.1% and at the Bank level, the Tier 1
capital ratio was 15.0%.  These ratios are very close to these
committed regulatory levels and as such the Company has little
capital cushion to absorb losses.  CIT's tangible common equity-
to-tangible assets ratio declined to 4.8% from 5.6% at March 31,
2009, driven by the net loss for the quarter.

In its ongoing review, DBRS will monitor CIT's progress in
obtaining additional sources of funding.  Moreover, DBRS will
monitor any other actions the Company may take to bolster its
liquidity profile.  DBRS's review will also focus on CIT's ability
to protect and restore its franchise, which in DBRS's view will
come under increasing pressure should the Company have to continue
to further constrain origination volumes or increase asset sales.
Moreover, sizeable losses from continuing operations may also be
an indication that the Company's franchise has been permanently
weakened, which may lead to further negative ratings pressure.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on July 13, 2009,
U.S. government officials are in talks on providing an aid to
CIT Group Inc., Damian Paletta and Serena Ng at The Wall Street
Journal report, citing people familiar with the matter.

CIT Group Inc. says its demise would put 760 manufacturing
clients at risk of failure and "precipitate a crisis" for as
many as 300,000 retailers, Pierre Paulden and Caroline Salas at
Bloomberg News report.

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

CIT Group reported $75.7 billion in assets and $68.2 billion in
liabilities, including $3 billion in deposits, at the end of the
first quarter of 2009.


CITIGROUP INC: In Talks for Memorandum of Understanding With FDIC
-----------------------------------------------------------------
People familiar with the matter said that Citigroup Inc. has been
negotiating with the Federal Deposit Insurance Corp. about
entering into a memorandum of understanding with that agency, so
that the bank can work out its problem without the glare of
outside attention, David Enrich at The Wall Street Journal
reports.

Citing sources, WSJ states that Citigroup has been operating under
a similar agreement with the Office of the Comptroller of the
Currency since 2008.

According to WSJ, the sources said that the agreement with the
FDIC relates to Citigroup's plans to shed assets and improve its
governance, among other things.  Some Citigroup officials are
confident that the agreement will help soften the Company's icy
relationship with the FDIC.

Mark Gongloff at WSJ relates that Citigroup and Bank of America
will likely report respectable second quarter results on Friday.
According to WSJ, the two firms are still saddled with
deteriorating credit portfolios.

      Smith Barney Faces Multimillion Dollar Investor Claim

The Vernon Healy law firm has filed a claim against Citi Smith
Barney on behalf of a Naples couple who suffered millions in
losses following their stockbroker's trades in the couple's
account without their permission and inappropriate investing
activity in municipal bonds and preferred stocks.

The portfolio, which contained more than $10 million in municipal
bonds when it was transferred to Citi Smith Barney, currently
known as Morgan Stanley Smith Barney, was initially designed to
generate a fixed income for living expenses for the young couple
who retired early to Florida following a successful sale of their
businesses.

After dramatic losses in the couple's municipal bond account,
managers at Citi Smith Barney rejected the couple's complaints
about unauthorized trades and other broker improprieties and
failed to conduct an objective investigation, according to the
claim.  This failure to adequately investigate was especially
inappropriate in light of the nine other customers who have lodged
complaints against the same broker.  The previous customer
complaints include ones involving unauthorized trading as well.

The broker's previous employer, Merrill Lynch, has paid more than
$550,000 to settle past customer abuse complaints, according the
claim.

The Vernon Healy law firm is seeking phone records of the
brokerage firm and broker in addition to other documents as
further evidence of the allegations of unauthorized trading.

The broker purchased preferred stock in his own employer,
Citigroup, in early 2008 for the couple's account, a practice
barred by Citigroup internal rules, the claim states.  Citi Smith
Barney's managers and compliance department failed to discover and
stop the broker's Citigroup trades on which the couple lost more
than $400,000 in principal, according to the claim.

The Smith Barney broker moved greater portions of the couple's
fixed income bond portfolio to financial industry preferred stocks
in early 2008 as the troubled financial industry sector rapidly
deteriorated.

After the collapse of Bear Sterns in March 2008, the Smith Barney
broker executed unauthorized trades in the couple's account and
purchased Morgan Chase, Citigroup, Deutsche Bank, Credit Suisse,
Barclays, and Wells Fargo, Allianz, ING, Fannie Mae, and Freddie
Mac preferred stocks and convertible products, according to the
claim.

The couple's account lost $650,000 in principal as a result of the
broker's purchases of AIG, ING, Freddie Mac, and Fannie Mae
between May 2008 and July 2008, the claim states.

In addition, the claim asserts that the stockbroker purchased Main
Street Natural Gas bonds backed by Lehman Brothers at a premium in
April 2008 in the couple's account, despite significant industry
concerns about the financial sector and especially Lehman
Brothers.  The couple lost more than $100,000 in principal on this
bond alone, which has come under regulatory scrutiny since it lost
75 percent of its value within a year of its issuance and sale to
the public.

                      About Citigroup

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

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

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


CLUB REALTY PRIVILEGED: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Club Realty Privileged Properties, Inc
        POB 21735
        Mesa, AZ 85277

Bankruptcy Case No.: 09-16117

Chapter 11 Petition Date: July 13, 2009

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

Debtor's Counsel: Robert M. Cook, Esq.
                  Law Offices of Robert M. Cook PLLC
                  219 W Second St.
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

Estimated Assets: $0 to $50,000

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 Stephen L. Smith, president of the
Company.


COAL FINANCING: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Coal Financing, LLC
        POB 210333
        Royal Palm Beach, FL 33421

Case No.: 09-24183

Chapter 11 Petition Date: July 13, 2009

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

Debtor's Counsel: Norman L. Schroeder II, Esq.
                  6801 Lake Worth Rd #120
                  Lake Worth, FL 33467
                  Tel: (561) 642-8884
                  Fax: (561) 642-3377
                  Email: nschroeder@nlsbankruptcy.com

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

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

The petition was signed by Joseph R. Bergman, the Company's
managing member.

Debtor's List of 16 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
AMD Industries, Inc.                                  $37,106

Carrol Township                Real Estate Texas      $6,794

CRG Energy                                            $10,042,716
P.O. Box 210333
Royal Palm Beach, FL 33421

Dept. of Environmental         Escrow Fund            $8,100,000
Protection
c/o Barbara J. Grabowski
Southwest Regional Office
400 Waterfront Drive
Pittsburgh, PA 15222

Gleason & Associates           Accounting services    $1,723

Mon-View Mining Company                               $24,700,000
c/o Donald Calaiaro, Esquire
Grant Building, Suite 1105
310 Grant Street
Pittsburgh, PA 15219-2230

New Eagle Borough              Real Estate Taxes      $714

North Strabane Township        Real Estate Taxes      $595

Nottingham Township            Real Estate Taxes      $89,902

Peters Township School         School taxes           $9,867
District

Proterra Energy                                       $25,000

Richard Jackson                                       $1,300,000
c/o Capital Technologies, Inc.
4955 Steubenville Pike
Pittsburgh, PA 15205

Richard Wilensky                                      $300,000
3109 Carlisle Suite 100
Dallas, TX 75204

Thorp, Reed & Armstrong        Legal Services         $169,290

Union Township                 Real Estate Texas      $36,480

Washington County                                     $25,300


COLONIAL BANCGROUP: Sale of 21 Branches Won't Affect S&P's Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Colonial BancGroup Inc. (CCC/Watch Neg/--) are unaffected by the
company's announcement that it plans to sell 21 branches in
Nevada.  S&P does not see a material impact from the sale, which
will generate a premium of $28 million on the associated loans and
deposits.  Rather, S&P thinks the dominant rating factors include
the company's credit-quality issues, regulatory risks, and ability
to complete its announced capital plan, which requires its
participation in the U.S. Treasury's Troubled Asset Relief
Program.

S&P expects the company to report a continued increase in
nonperforming assets in the second quarter, notably in the
construction portfolio, but does not see any imminent liquidity
issues.  S&P also thinks regulatory risks are high given the
company's receipt of a cease-and-desist order, which requires
significantly higher capital levels by the third quarter.


COMMERCIAL TRANSPORTATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Commercial Transportation Center Inc.
        2029 Century Park East 1400
        Los Angeles, CA 90067

Bankruptcy Case No.: 09-28009

Chapter 11 Petition Date: July 14, 2009

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

Judge: Samuel L. Bufford

Debtor's Counsel: Donny E. Brand, Esq.
                  Brand & Spellman PC
                  3836 E Anaheim St
                  Long Beach, CA 90804
                  Tel: (562) 438-7500
                  Fax: (562) 438-8500
                  Email: dbrand@brandspellman.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 they filed their petition.

The petition was signed by Amod Carroll, president of the Company.


CONTECH LLC: Court Converts Bankruptcy Cases to Chapter 7
---------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, according to a notice entry on the court
docket, has agreed to convert the Chapter 11 bankruptcy cases of
Contech U.S., LLC, and its debtor-affiliates to liquidation
proceedings under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on July 6, 2009,
Contech sought conversion of the Debtors' cases, citing that they
have sold substantially all of the assets of their castings group
unit to Revstone Industries, and steel products group unit to
another party.  They also have sold the shares of non-debtor
affiliate Contech U.K. to Hicorp 46 Limited.

The Debtors also noted their DIP facility matured July 10, 2009.
The Debtors said the lenders were not willing to extend the
maturity date of the facility, and thus they would have no means
to fund their Chapter 11 case following maturity.  The DIP loan
was originally set to mature April 30, 2009, but was extended
twice.

The Debtors excluded a facility located in Albemarle, North
Carolina, from the sale of the Steel Products Group, but have sold
the facility pursuant to a separate court order.  The sale closed
on June 30, 2009.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sold and supplied light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactured safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech listed
between $100 million and $500 million each in assets and debts.


DANAOS CORP: Covenant Compliance & Waiver Raises Going Corn Doubt
-----------------------------------------------------------------
Danaos Corporation disclosed in its annual report file with the
Securities and Exchange Commission that there is substantial doubt
of its ability to continue as a going concern.

The Company related that failure to comply with its covenants and
not being able to obtain covenant waivers or modifications, could
result to its lenders requiring it to make prepayments or provide
additional collateral sufficient to bring it into compliance with
the covenants.

In connection with any waivers or amendments to its loan
agreements, its lenders may impose additional operating and
financial restrictions on the Company and modify the terms of its
existing loan agreements.  These restrictions may limit its
ability to, among other things, pay dividends, make capital
expenditures or incur additional indebtedness, including through
the issuance of guarantees.  In addition, its lenders may require
the payment of additional fees, require prepayment of a portion of
its indebtedness to them, accelerate the amortization schedule for
its indebtedness and increase the interest rates they charge the
Company on its outstanding indebtedness, all of which could
adversely affect its profitability and cash flows.

Selected balance sheet data showed total assets 2,828,464,000
total liabilities of $2,609,430,000 and stockholders equity of
$219,034,000.

For the year ended Dec. 31, 2008, the company reported a net
income $115,238,000 compared with a net income of $215,264,000

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

               http://ResearchArchives.com/t/s?3f46

                     About Danaos Corporation

Based in Athens, Greece, Danaos Corporation --
http://www.danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The company's current fleet of 41
containerships aggregating 165,933 TEUs ranks Danaos among the
largest containership charter owners in the world based on total
TEU capacity.  Danaos is the largest US listed containership
company based on fleet size.  Furthermore, the company has a
contracted fleet of 28 additional containerships aggregating
217,950 TEU with scheduled deliveries up to 2012.  The company's
shares trade on the New York Stock Exchange under the symbol
"DAC."


DBSD NORTH AMERICA: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
DBSD North America Inc. and its debtor-affiliates filed their
schedules of assets and liabilities in the U.S. Bankruptcy Court
for the Southern District of New York, disclosing:

                                       Total        Total
  Entities                             Assets       Liabilities
  --------                             ------       -----------
DBSD North America, Inc.              $78,568,015  $783,819,509
DBSD Services Limited                 $110,744     $782,276,000
3421554 Canada Inc.                   $1,010       $782,276,000
DBSD Satellite Management, LLC        $0           $782,276,250
DBSD Satellite North America Limited  $0           $782,276,000
New DBSD Satellite Services G.P.      $0           $782,276,250
DBSD Satellite Services Limited       $0           $782,276,000
SSG UK Limited                        $0           $782,276,000

A full-text copy of DBSD North America, Inc.'s schedules is
available for free at http://ResearchArchives.com/t/s?3f3c

A full-text copy of DBSD Services Limited's schedules is available
for free at http://ResearchArchives.com/t/s?3f41

A full-text copy of 3421554 Canada Inc.'s schedules is available
for free at http://ResearchArchives.com/t/s?3f3d

A full-text copy of DBSD Satellite Management, LLC's schedules is
available for free at http://ResearchArchives.com/t/s?3f3e

A full-text copy of DBSD Satellite North America Ltd.'s schedules
is available for free at http://ResearchArchives.com/t/s?3f3f

A full-text copy of New DBSD Satellite Services G.P.'s schedules
is available for free at http://ResearchArchives.com/t/s?3f42

A full-text copy of DBSD Satellite Services Limited's schedules is
available for free at http://ResearchArchives.com/t/s?3f40

A full-text copy of SSG UK Limited's schedules is available for
free at ttp://ResearchArchives.com/t/s?3f43

                   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 serves as 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.


DELPHI CORP: Salaried Employee Cuts Impact Saginaw Plant
--------------------------------------------------------
Delphi Corporation is readying its salaried employees of more job
cuts in light of its recent reorganization efforts, The Saginaw
News reports.

In this regard, the future of 1,080 salaried workers in Delphi's
steering systems plant in Saginaw, Michigan remains uncertain,
according to David Barnas, executive director of global external
affairs of Delphi, Saginaw News cites.  The report notes that
Saginaw's 1,080 workers make up half of Delphi's Steering System
business' workers employed worldwide.

                         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)


EDDIE BAUER: Court Approves Cross-Border Insolvency Protocol
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order approving a cross-border insolvency protocol that will
govern the conduct of all parties both in the Chapter 11 cases in
Delaware and the insolvency proceedings in Canada of Eddie Bauer
entities.

Eddie Bauer Holdings, Inc., et al.'s Chapter 11 cases are pending
in the Delaware Court, while Eddie Bauer Canada, Inc. and Eddie
Bauer Customer Services' insolvency proceedings under the
Companies Creditors Arrangement Act are pending in the Ontario
Superior Court of Justice in Canada.  Eddie Bauer, Inc., is the
parent company of the Canadian Debtors.

The cross-border insolvency protocol was drafted to ensure the
efficient and orderly administration of both the U.S. and Canadian
proceedings as well as to coordinate activities for the benefit of
each of the Debtors' respective estates and stakeholders.

A full-text copy of the approved cross-border insolvency protocol
is available at:

     http://bankrupt.com/misc/ebauer.insolvencyprotocol.pdf

                         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.

Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed a monitor in the Canadian proceedings.


EDDIE BAUER: May Pay Up to $7.6MM to Key Suppliers & Customers
--------------------------------------------------------------
Eddie Bauer Holdings, Inc., et al., have obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to pay
prepetition claims of critical vendors, administrative
claimholders, customs agents and shippers, and to pay for
postpetition delivery of outstanding orders, subject to these
limits:

                                  Individual Cap   Aggreg. Limit
                                  --------------   -------------
    Critical Vendor Claims           $250,000      $2,400,000
    Priority Sec. 503(b)(9) Claims   $250,000      $1,200,000
    Shippers Claims                    N/A         $2,000,000
    Priority Customs Claims            N/A         $2,000,000

Priority vendors and shippers who accept payment from the Debtors
must agree to provide the Debtors with normalized postpetition
trade credit on same terms as those extended to the Debtors
prepetition, including pricing and credit limits, for the duration
of the Debtors' Chapter 11 cases.

Should a critical vendor or shipper refuse to supply goods on
customary trade terms or under mutually agreed trade terms
following payment of its claim, the Debtors are granted
authorization to terminate any trade agreement with said vendor or
shipper and to declare that any payments made to said critical
vendor or shipper be deemed in payment of all then outstanding
postpetition claims without further order of the Court.

                         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.

Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed a monitor in the Canadian proceedings.


EDDIE BAUER: Proposes September 14 Deadline for Proofs of Claim
---------------------------------------------------------------
Eddie Bauer Holdings, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to establish September 14, 2009, at
4:00 p.m. as the general bar date for the filing of proofs of
claim in their bankruptcy cases, and December 14, 2009, at
4:00 p.m. with respect to all governmental units.

As proposed, proofs of claim must be filed so as to be actually
received by Kurtzman Carson Consultants, LLC, the Debtor's claims
and noticing agent, on or before the applicable bar date,
addressed to:

     Eddie Bauer Claims Processing Center
     c/o Kurtzman Carson Consultants, LLC
     2335 Alaska Avenue, El Segundo, CA 90245

Entities asserting claims against more than one Debtor must file a
separate proof of claim for each Debtor.

                         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.

Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed a monitor in the Canadian proceedings.


EDDIE BAUER: U.S. Trustee Appoints 7-Member Creditors Panel
-----------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
appointed 7 creditors to serve on the official committee of
unsecured creditors in Eddie Bauer Holdings, Inc., and its debtor-
affiliates' jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) The Bank of New York, as Indenture Trustee
        Attn: Robert H. Major
        6525 West Campus Oval
        New Albany, OH 43054
        Tel: (614) 775-5278
        Fax: (614) 775-5636

     b) Tara Hill
        c/o Marc Primo, Esq.
        Initiative Legal Group LLP
        1800 Century Park East
        Suite 200
        Los Angeles, CA 90067
        Tel: (310) 556-5637
        Fax: (310) 861-9051

     c) RR Donnelley & Sons Company
        Attn: Dan Pevonka
        3075 Highland Parkway
        Downers  Grove, IL 60515
        Tel: (630) 322-6931
        Fax: (630) 322-6052

     d) Simon Property Group
        Attn: Ronald M. Tucker
        225 W. Washington Street
        Indianapolis,  IN 46204
        Tel: (317) 263-2346
        Fax: (317) 263-7901

     e) GGP Limited Partnership
        c/o Julie Minnick Bowden
        110 N. Wacker Drive
        Chicago,  IL 60606
        Tel: (312) 960-2707
        Fax: (312) 442-6374

     f) AQR Capital
        Attn: Todd Pulvino
        2 Greenwich Plaza, 1st Floor
        Greenwich, CT 06830,
        Tel: (203) 742-3002
        Fax: (203) 742-3072

     g) Highbridge International, LLC
        Attn: Eric Colandrea
        9 West 57th Street, 27th Floor
        New York, NY 10019
        Tel: (212) 287-4735
        Fax: (212) 751-0755

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                         About 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.

Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed a monitor in the Canadian proceedings.


EDDIE BAUER: VF Corp. Wants to be Updated of Auction, May Bid
-------------------------------------------------------------
Court documents say that apparel maker VF Corp is a "party of
interest" in the July 16 auction for Eddie Bauer Holdings Inc.'s
assets.

According to court documents, VF has asked the U.S. Bankruptcy
Court for the District of Delaware to send it all notices in the
case, saying it is a "party in interest."  Reuters relates that
others that requested notices in the case include these creditors:

     -- suppliers,
     -- lenders,
     -- landlords, and
     -- investment firms like Monarch Alternative Capital LP.

Reuters relates that VF CEO Eric Wiseman said in June that he was
having in talks over potential targets as the weak economy
provided buying opportunities.  According to the report,
Mr. Wiseman listed the outdoor sector as an area of interest.  VF
had can afford to do "a reasonably large" deal, as the company
will have $600 million in cash and $1.3 billion in accessed funds
by year-end, the report states, citing Mr. Wiseman.

VF Corp. is an apparel powerhouse whose outdoor brands include
North Face, Reef, and Kipling.

                         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.

Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed a monitor in the Canadian proceedings.


EDWARD KROLAK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Edward J. Krolak Development, Corp.
               Krolak, Stacey Marie
               8912 E. Pinnacle Peak, #107
               Scottsdale, AZ 85255

Bankruptcy Case No.: 09-16287

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Edward Joseph Krolak, Jr. And Stacey Marie Krolak  09-16289

Chapter 11 Petition Date: July 14, 2009

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

Judge: Randolph J. Haines

Debtors' Counsel: Joel F. Newell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th Street
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: j.newell@cplawfirm.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


EMI GROUP: Terra Firm in Talks with Citigroup Over Restructuring
----------------------------------------------------------------
Salamander Davoudi and Martin Arnold at The Financial Times report
that Terra Firma, the private equity firm, is in the early stages
of talks with Citigroup over a restructuring of EMI Group Ltd.

                           Proposal

According to the FT, a formal proposal has yet to be submitted but
Guy Hands, head of Terra Firma, is offering to inject up to
GBP300 million of fresh equity in EMI, while negotiating with
Citigroup to write down a large chunk of the music label's debt.
Mr. Hands, the Sunday Times discloses, is attempting to negotiate
a big writedown of EMI's GBP2.5 billion debt pile as well as a new
set of financing arrangements.  The Sunday Times discloses the
main terms are that the debt must stay within a certain multiple
of earnings, which is tested every six months.  If it does not,
Terra Firma can inject new equity to "cure" the difference, the
Sunday Times states.  Mr. Hands' debt proposal, as well as
requiring the agreement of Citigroup, needs the approval of 75% of
his investors, the Sunday Times says.  The FT notes one person
close to the talks said Citigroup was not close to agreeing to
write off a large chunk of EMI's debt and that a deal remained
highly uncertain.

                           Write-offs

The FT recalls in March Terra Firma disclosed it had written off
half of GBP2.3 billion investment in EMI.  Citigroup has also
partly written down some debt, the FT states.

                        Equity Injections

Terra Firma, the FT says, has carried out a series of equity
injections into EMI, including GBP28 million in March.
Terra Firma was forced in May to inject more cash into EMI for the
second time in six months, after it missed targets imposed in
banking covenants, the FT recounts.

London-based EMI Group Limited -- http://www.emigroup.com/--
houses recorded music segment EMI Music and EMI Music Publishing.
EMI Music distributes CDs, videos, and other formats primarily
through imprints Capitol Music Group, EMI Records, and Virgin, and
sports a roster of artists such as The Beastie Boys, Norah Jones,
and Lenny Kravitz.  EMI Music Publishing, the world's largest
music publisher, handles the rights to more than a million songs.
Private equity firm Terra Firma bought EMI for US$4.9 billion in
2007.


FITZGERALD INVESTMENTS: Case Summary & 14 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Fitzgerald Investments, LLC
        89 Tuttle Road
        Meredith, NH 03253

Bankruptcy Case No.: 09-12601

Chapter 11 Petition Date: July 14, 2009

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

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

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

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

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

         http://bankrupt.com/misc/nhb09-12601.pdf

The petition was signed by Keith Fitzgerald, managing member of
the Company.


ENERSYS: Moody's Changes Outlook to Stable; Affirms 'Ba3' Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for EnerSys
to stable from positive and affirmed the ratings of the company,
including the Ba3 corporate family, Ba3 probability of default,
Ba1 senior secured and B2 senior unsecured convertible notes
ratings.  The outlook change reflects Moody's belief that the
significant reduction in demand for EnerSys' products and
services, in both the Reserve Power and Motive Power business
segments, is likely to lead to a material decrease in unit sales
volume and pressure its operating results through the near term.
Consequently, in Moody's opinion, EnerSys' fundamentals are no
longer expected to support a ratings upgrade through the next
year.

Moody's also acknowledges the company's improvement in operating
performance and key credit metrics in the last fiscal year, but
believes that over the medium term, it will remain challenging for
EnerSys to maintain metrics similar to those levels.  The agency
recognizes, however, that the company's current financial strength
and good liquidity position provide it with the capacity to absorb
expected near term operating pressures within the context of its
current rating.

Downgrades:

Issuer: EnerSys

  -- Senior Secured Bank Credit Facility, Downgraded to LGD2, 26%
     from LGD2, 25%

Upgrades:

Issuer: EnerSys

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
     LGD5, 88% from LGD6, 91%

Outlook Actions:

Issuer: EnerSys

  -- Outlook, Changed To Stable From Positive

EnerSys' Ba3 rating favorably considers the company's leading
market positions in industrial batteries as well as its
diversified revenue base across customers and geographic regions.
The rating is also supported by the company's continued emphasis
on cost control, working capital reduction efforts and moderate
financial leverage.  The rating is constrained by the company's
moderate scale, relatively narrow range of products and services
within the industrial batteries market, dependence on key end
markets that are typically more prone to cyclical forces, and
significant exposure to raw material cost volatility.  Moreover,
Moody's belief that EnerSys will continue to pursue acquisitions
in support of its growth strategy is also a factor constraining
the rating.  This strategy is likely to sustain integration and
execution risks within the company's business profile while
consuming incremental debt capacity.

Moody's last rating action on EnerSys was May 19, 2008, when the
company's rating outlook was changed to positive.

Headquartered in Reading, Pennsylvania, EnerSys is the world's
largest manufacturer, marketer and distributor of industrial
batteries.  Revenues for the fiscal year ending March 31, 2009,
totaled approximately $2.0 billion.


EURAMAX INTERNATIONAL: Moody's Downgrades Default Rating to 'D'
---------------------------------------------------------------
Moody's Investors Service downgraded Euramax International, Inc.'s
probability of default rating to D from Ca.  The company's other
existing debt ratings were affirmed.  Subsequent to the actions,
all ratings of Euramax will be withdrawn because of insufficient
information for monitoring the ratings going forward.

The downgrade follows the recent announcement that the company and
its lenders had agreed on an out-of-court restructuring.  Euramax
has entered into an amended and restated first lien credit and
guaranty agreement with its existing first lien lenders for
approximately $513 million and had retired the entire indebtedness
under its second lien credit agreement by exchanging the loans
under that second lien credit agreement for equity of Euramax.  In
addition, the company entered into a $70 million senior secured
revolving credit and guaranty agreement with Regions Bank and
Wells Fargo to provide working capital for the company.  The new
credit agreements, together with the cancellation of the second
lien credit agreement, reduced Euramax's outstanding debt from
approximately $920 million to under $540 million at the time of
the transaction.

Ratings Downgraded:

Issuer: Euramax International, Inc.

  -- Probability of Default Rating, downgraded to D from Ca

Moody's last rating action was on April 22, 2009, when Euramax's
CFR rating was lowered to Ca from Caa1.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl,
and fiberglass products.


EURAMAX INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Norcross, Georgia-based Euramax
International Inc. to 'D' from 'CC'.  S&P also lowered the issue-
level ratings on Euramax's first-lien revolving credit facility
and term loan, and its second-lien term loan, to 'D'.

"The downgrade follows the company's announcement that it has
negotiated an out-of-court restructuring with its lenders," said
Standard & Poor's credit analyst Dan Picciotto.

First-lien lenders have been issued new debt securities in two
tranches.  The terms of these new securities include a later
maturity date, and one of the two tranches has a pay-in-kind (PIK)
toggle feature.  The company has received an equity interest in
exchange for its second-lien debt.

"We will meet with management to discuss the company's business
and financial strategies prior to raising the rating," said Mr.
Picciotto.

Euramax manufactures products made from aluminum, steel, and other
materials for the building construction and transportation
markets.  Products include rain-carrying (gutter) systems for
contractors and the do-it-yourself markets, and aluminum sidewall
for the towable recreational vehicle and manufactured housing
markets.

The company manufactures its products in the U.S., the U.K., the
Netherlands, and France, with the majority of its sales generated
in the U.S.


FORD MOTOR: May Win Pontiac Buyers as GM Drops Brand
----------------------------------------------------
Keith Naughton at Bloomberg reported that according to a survey,
Ford Motor Co. may be able to snag buyers as General Motors Co.
ends production of the Pontiac brand this month.

CNW Marketing Research found in a June survey of 1,283 of the GM
brand's potential buyers that Ford was the choice of 38 percent of
consumers interested in Pontiac models.  GM was favored by
33 percent in the survey.

According to Mr. Naughton, the results suggest possible gains for
Ford, after GM reduced its U.S. brands to four from eight as part
of its restructuring.  The retained brands are Chevrolet,
Cadillac, Buick and GMC, which accounted for 16.5 percent of the
market in June, according to Autodata Corp.

Bloomberg says retaining Pontiac buyers is pivotal to GM's
strategy to capture 18.5% of the auto market in the U.S.  Ford's
share was 17.2%, excluding Volvo, which it is selling.

General Motors and Chrysler LLC have sought financial aid from the
U.S. government and have both filed for bankruptcy protection to
start anew.  Ford distinguishes itself as the only U.S. major
automaker not to have filed for bankruptcy.

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

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

                          *     *     *

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

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


FONTAINEBLEAU: Capital's Schedules of Assets & Debts
----------------------------------------------------
A.    Real Property                                         None

B.    Personal Property                                       $0

       TOTAL SCHEDULED ASSETS                                $0
       ========================================================
C.   Property Claimed as Exempt                              N/A

D.   Secured Claim
     Bank of America NA as Administrative Agent  $1,036,666,666
     US Bank National Association as Indenture
      Trustee                                       675,000,000

E.   Unsecured Priority Claims                              None

F.   Unsecured Non-priority Claims
     Fontainebleau Las Vegas, LLC                       Unknown
     Fontainebleau Resort Properties II, LLC            Unknown

       TOTAL SCHEDULED LIABILITIES               $1,711,666,666
       ========================================================

                  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: Capital's Statement of Financial Affairs
-------------------------------------------------------
Howard C. Karawan, chief restructuring officer of Fontainebleau
Las Vegas Capital Corp., says that the Company did not earn from
its business operations nor from sources other than the operation
of its business during the two years before the Petition Date.

FLVCC did not make any payments or transfers to creditors and
insiders nor gave gifts or donations to any organizations before
the Petition Date.

FLVCC was not party to any lawsuits and administrative
proceedings within one year immediately preceding the Petition
Date.

FLVCC also did not made payments to law firms and other
professionals involved in the preparation of its Chapter 11
petition.

FLVCC did not transfer properties, either absolutely or as
security, in the ordinary course of business one year before the
Petition Date.

FLVCC has been a member of a consolidated group for tax purposes
within six years immediately 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 Capital Corp.'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: Holdings' Schedules of Assets & Debts
----------------------------------------------------
A.    Real Property                                         None

B.    Personal Property
B.16   Accounts Receivable
       Fontainebleau Las Vegas Retail, LLC           $2,445,167
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

       TOTAL SCHEDULED ASSETS                        $2,445,167
       ========================================================

C.   Property Claimed as Exempt                              N/A

D.   Secured Claim
     Bank of America NA as Administrative Agent  $1,036,666,666
     US Bank National Association as Indenture
      Trustee                                       675,000,000

E.   Unsecured Priority Claims                              None

F.   Unsecured Non-priority Claims
     Fontainebleau Las Vegas, LLC                       Unknown
     Fontainebleau Resort Properties II, LLC            Unknown

       TOTAL SCHEDULED LIABILITIES               $1,711,666,666
       ========================================================

                  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: Holdings' Statement of Financial Affairs
-------------------------------------------------------
Howard C. Karawan, chief restructuring officer of Fontainebleau
Las Vegas Holdings, LLC, says that the Company did not earn from
its business operations nor from sources other than the operation
of its business during the two years before the Petition Date.

FLVH also did not make any payments or transfers to creditors and
insiders nor gave gifts or donations to any organizations before
the Petition Date.

FLVH was not party to any lawsuits and administrative proceedings
within one year immediately preceding the Petition Date.

FLVH has been a member of a consolidated group for tax purposes
within six years immediately before the Petition Date:

Parent Corporation                   Taxpayer I.D. Number
--------------                       --------------------
Fontainebleau Equity Holdings, LLC        20-8901639

Fontainebleau Resort Properties I, LLC, owns 100% of
Fontainebleau Las Vegas Holdings, LLC's common stock.

                  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: Court Extends Exclusivity Period to September 15
--------------------------------------------------------------
George Nelson at Business-journal.com reports that the Hon. Kay
Woods of the U.S. Bankruptcy Court for the Northern District of
Ohio has extended to September 15 from July 14 the exclusivity
period for Forum Health to file a reorganization plan.

According to Business-Journal.com, September 15 is the date agreed
upon with Forum Health's major lenders in its cash collateral
agreement.

              Pension Plan Termination Plea Rejected

Business-Journal.com relates that Judge Woods rejected a proposal
negotiated between Forum Health and its lenders that would have
allowed lenders to submit a reorganization plan if the Debtor
failed to submit an acceptable plan by September 15.  According to
Business-Journal.com, Judge Woods also declined Forum Health's
request to reject its contracts with Ohio Nurses Association-
Youngstown General Duty Nurses Association and Service Employees
International Union Local 1199 bargaining units at Northside
Medical Center, and let it to terminate its pension plan.

As reported by the Troubled Company Reporter on July 15, 2009,
Forum Health sought to end its pension plan and turn it over to
the Pension Benefit Guaranty Corp.  The Company said 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.  While Forum Health said that its pension plan -
- whose 7,132 participants have mostly retired -- is underfunded
by more than $100 million, PBGC stated that the pension plan is
underfunded by an estimated $207,300,000.

Business-Journal.com reports that Judge Woods also set these
evidentiary hearings on Forum Health's motion to overturn the ONA-
YGDNA and SEIU 1199 contracts.  For ONA contracts, the hearing
will be on July 23, while the hearing for SEIU contracts is set
for July 27, the report states.

Forum Health would be laying off 50 full-time employees as it
consolidates behavioral health services at Trumbull Memorial
Hospital, Business-Jounal.com says, citing Michael Seelman, the
Company's chief operating officer at Northside.

                          About Forum Health

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.


FRASER PAPERS: Canadian Court Extends CCAA Stay Until October 16
----------------------------------------------------------------
The Ontario Superior Court of Justice has granted an extension of
the initial Order under which Fraser Papers Inc., together with
its subsidiaries, was granted creditor protection under the
Companies' Creditors Arrangement Act (Canada).

The extension is for 90 days through October 16, 2009, and was
supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.

On July 13, 2009, the U.S. Bankruptcy Court for the District of
Delaware granted the Company's motion for a recognition order
recognizing the CCAA proceeding as a foreign main proceeding and
granting ancillary relief, including a stay of proceedings.

The Canadian Court also approved the terms of additional financing
from the Government of New Brunswick which will be targeted toward
the completion of the modernization of the Company's lumbermill in
Plaster Rock, New Brunswick.  Fraser Papers expects construction
to commence in the coming weeks with completion targeted for the
end of the third quarter.

The Court also granted Fraser Papers' request to commence a claims
process to establish creditor claims that will require all
creditors to submit claims to the Company for consideration.
Claims under this process must be presented to the Company on or
before September 30, 2009.  Proof of claim information will be
sent to creditors within the next 30 days and will be available on
the Company's Web site -- http://www.fraserpapers.com/-- and the
monitor's Web site -- http://www.pwc.com/car-fraserpapers

Fraser Papers Inc. -- http://www.fraserpapers.com/-- is an
integrated specialty paper company that produces a broad range of
specialty packaging and printing papers. The Company has
operations in New Brunswick, Maine, New Hampshire and Quebec.

Fraser Papers Inc. and five affiliates filed separate chapter 15
petitions on June 18, 2009 (Bankr. D. Del. 09-12123).  Judge Kevin
J. Carey presides over the Chapter 15 case.  Derek C. Abbott,
Esq., and John A. Sensing, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, serve as Chapter 15 counsel.  The Chapter 15 Debtors
disclosed assets and debts exceed $100 million.


FRONTIER AIRLINES: Proposes to Assume CFM Agreements
----------------------------------------------------
Frontier Airlines Holdings Inc. and its affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to assume, pursuant to Sections 363(b) and 365(a) of the
Bankruptcy Code:

  (a) the General Terms Agreement No. 6-13616 dated as of
      June 30, 2000, between Frontier and CFM International
      Inc.; and

  (b) Letter Agreement Nos. 3, 4 and 5 entered into by Frontier
      and CFM pursuant to the General Terms Agreement.

CFM is a joint venture between General Electric Company and
Societe Nationale D'Etude et de Construction de Moteurs
d'Aviation and is a producer of aircraft engines.

The General Terms Agreement sets forth the terms and conditions
under which CFM will supply and install aircraft engines onto
certain of Frontier's aircraft and provide the airline with
related engine support services.  The Letter Agreements set forth
the delivery dates, prices, allowances, guarantees and other
specific terms with respect to particular engine and thrust
upgrade orders.

As part of rationalizing their fleet during the Chapter 11 Cases,
the Debtors have rescheduled the delivery dates of certain
aircraft to conform more closely to the Debtors' revised
operational requirements.  CFM had agreed, pursuant to the Letter
Agreements, to install engines on certain Rescheduled Aircraft
prior to their rescheduling, Damian S. Schaible, Esq., at Davis
Polk & Wardwell, in New York, relates.

Mr. Schaible adds that the parties have agreed that no cure
amounts, pursuant to Section 365(b)(1) of the Bankruptcy Code,
are or will be payable by the Debtors upon assumption of the
Assumed Agreements.

Mr. Schaible contends that by assuming the Assumed Agreements,
the Debtors will benefit from a revised delivery schedule that
synchronizes the scheduled delivery of new engines with the
scheduled delivery of new aircraft.  Additionally, the pricing
concessions offered by CFM will provide the Debtors' estates with
significant savings.

Judge Drain will convene a hearing on July 22, 2009, to consider
the request.  Objections, if any, must be filed by July 16.

                 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: Proposes to Assume Skytanking Agreements
-----------------------------------------------------------
Since March 2005, Frontier Airlines Holdings Inc. and its units
have contracted with Skytanking USA, Inc., for into-plane fueling
services at several major airports serviced by the Debtors,
including the Denver International Airport.

A master fueling agreement reached between the parties outlines
the terms and conditions relating to the provision of into-plane
fueling services to Frontier and Lynx Aviation, Inc.'s aircraft,
including, among other things:

  -- the various operational and management services to be
     provided by Skytanking;

  -- the applicable into-plane fueling prices; and

  -- the mutually agreed-upon performance standards for
     Skytanking.

A space and use agreement grants Skytanking the right to occupy
and use office and parking space within DIA, leased by the city
and county of Denver to Frontier, in consideration for an annual
fee paid by Skytanking in monthly installments to Frontier.

By this motion, the Debtors ask the Court to permit them to:

  * assume (i) the Master Agreement for Into-plane Fueling
    Service, dated as of March 28, 2005, as amended, and (ii)
    the Space and Use Agreement, dated as of October 1, 2006, as
    amended, with Skytanking; and

  * pay Skytanking an agreed cure amount of $157,122 in
    connection with the assumption of the Agreements.

According to Damian S. Schaible, Esq., at Davis Polk & Wardwell,
in New York, Skytanking has agreed to a Cure Amount that is 25%
less than the Claim Amount of $209,497, which Skytanking filed
against the Debtors on account of prepetition services rendered
to the Debtors under the Master Fuelling Agreement.

Mr. Schaible notes that given Skytanking's low fees and low rate
of flight delays as compared to the next best alternative at each
airport, the annual cost savings of continuing to engage
Skytanking would fully compensate the Debtors for payment of the
Cure Amount in a relatively short period of time.

Mr. Schaible further points out that there is no other vendor
that could replace Skytanking at all of the airports at which
Skytanking currently services the Debtors' fleet.  If the Debtors
were to discontinue their relationship with Skytanking, they
would need to coordinate with multiple vendors to obtain the same
service.  Moreover, there is no alternative vendor currently
bidding comparable services to Skytanking, he says.

Hence, given Skytanking's competitive pricing, superior
performance, unique service coverage and agreed cure reduction,
as well as the costs and risks inherent in replacing Skytanking
with multiple other vendors, entering into the Amended Agreements
with Skytanking will benefit the Debtors and their estates,
according to Mr. Schaible.

Judge Drain will convene a hearing on July 22, 2009, to consider
the request.  Objections, if any, must be filed by July 16.

                 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: Proposes to Sell A319-100 Aircraft to Alpha
--------------------------------------------------------------
Frontier Airlines Holdings Inc. and its affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code, to
perform under:

  (i) a Letter Agreement between DVB Bank SE, Aviateur Capital
      Limited, dated June 11, 2009;

(ii) a the Letter of Intent dated July 9, 2009, between FA
      G5000 Alpha Corp., as purchaser; and

(iii) the MSN 2017 Escrow Agreement dated July 6, 2009, among
      the Purchaser, the Debtors, Wells Fargo Bank Northwest,
      National Association, as the Escrow Agent, and Daugherty,
      Fowler, Peregrin, Haught & Jenson as counsel to the
      Federal Aviation Administration.

In connection with the Debtors' entry into the Agreements, they
also seek the Court's permission to negotiate, enter into, and
perform under the A318 Sale Agreement substantially on the terms
contemplated by the Letter of Intent, pursuant to which Frontier
will:

  * transfer to the Purchaser one Airbus A318-100 aircraft
    bearing Serial No. 2017 and FAA Registration No. N803FR,
    complete with two CFM56-5B/P engines bearing Serial Nos.
    575636 and 575637, free and clear of all liens, claims and
    Encumbrances; and

  * repay in full the indebtedness securing the Aircraft using a
    portion of the Sale proceeds.

The Debtors own the Airbus A318-100 Aircraft, but it is subject
to a security interest in favor of DVB to secure Frontier's
obligations under the Credit Agreement, dated as of July 15,
2004, under which DVB loaned certain amounts to Frontier to
purchase the Aircraft.

The Aircraft is also subject to a junior security interest in
favor of ACL to secure Frontier's obligations under the Credit
Agreement between Frontier and ACL dated as of July 15, 2004,
under which ACL loaned certain amounts to Frontier to purchase
the Aircraft.

As part of their efforts to rationalize their fleet, the Debtors
have determined that continued ownership of the Aircraft under
the terms of the Loan Documents is "uneconomical," Damian S.
Schaible, Esq., at Davis Polk & Wardwell, in New York, says.

Under the Letter of Intent, Frontier will sell the Aircraft to
the Purchaser in exchange for a purchase price, the exact amount
of which is confidential but will be provided to the Court, the
U.S. Trustee and the Official Committee of Unsecured Creditors.
A portion of the Purchase Price will be used to repay the amounts
due under the Loan Documents in full, and the remainder will
constitute a net cash gain to the estate.

Mr. Schaible says that upon the Court's approval of the Aircraft
Sale Transaction, the delivery of the Aircraft to the Purchaser
will take place.  The Purchaser will pay a security deposit to
the Escrow Agent to be held in escrow, which will be refundable
upon the occurrence of certain events, including (i) failure of
Frontier and the Purchaser to finalize the A318 Sale Agreement on
or before July 17, 2009, or (ii) the breach by Frontier of
certain material obligations under the Escrow Agreement, the A318
Sale Agreement or the Letter of Intent.

Under the terms of the Letter of Intent, Frontier will be
required to take the Aircraft off the market until the Letter of
Intent or A318 Sale Agreement is terminated according to its
terms or breached by the Purchaser.

The liens under the Aircraft Sale Transaction will be discharged
upon payment of that portion of the Purchase Price to DVB and ACL
necessary to satisfy in full the amounts due and payable under
the Loan Documents.  Accordingly, Frontier will transfer the
Aircraft to the Purchaser free and clear of all liens, claims and
encumbrances and any other interests held by the Debtors.

The Agency Agreement, on the other hand, contemplates that since
the Purchase Price exceeds the amounts due under the Loan
Documents and the Agency Agreement, the Debtors will be released
from all ongoing obligations under the Loan Documents, except for
claims of indemnification.  In addition, ACL waived its right to
receive proceeds from the Aircraft Sale Transaction in excess of
amounts due under the Loan Documents, which Frontier would
otherwise have been required to pay to ACL under a separate
aircraft financing.

The Aircraft Sale Transaction will contribute cash flows to the
Debtors' 2009 operating plan and enable them to continue
implementing their operational strategy, according to Mr.
Schaible.

Judge Drain will convene a hearing on July 22, 2009, to consider
the request.  Objections, if any, must be filed by July 20.

                 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: Proposes to Transfer Aircraft to Q Aviation
--------------------------------------------------------------
Frontier Airlines Holdings Inc. seeks the U.S. Bankruptcy Court
for the Southern District of New York's authority to enter into a
transaction, substantially on the terms contemplated by an MSN
3092 Aircraft Purchase Agreement, involving:

  (1) the transfer by Frontier of one Airbus A318 airframe, Tail
      No. MSN 3092, complete with two CFM International, Inc.
      CFM56-5B8/P engines bearing Serial Nos. 697225 and 697226
      to Q Aviation, LLC, free and clear of all liens, claims
      and encumbrances; and

  (2) the release of all of Frontier's obligations under the
      loan agreement, related security agreement and other
      documents, pursuant to which an affiliate of Q Aviation
      loaned certain amounts to Frontier and holds a lien on the
      Q Aviation Aircraft securing the repayment of the amounts.

The Debtors own the Q Aviation Aircraft, but it is subject to a
first priority security interest in favor of Wells Fargo Bank
Northwest, National Association, as collateral agent for Q318,
LLC.

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
says that the Purchase Agreement contemplates that Frontier will
transfer the Q Aviation Aircraft to Q Aviation in exchange for
(i) satisfaction in full of all amounts outstanding under the
Loan Documents and release from all related obligations, as well
as (ii) a payment from Q Aviation to Frontier of an "excess
amount" as contained in the Purchase Agreement.

The Excess Amount will be treated as "confidential" information
to be provided only to the Court, the U.S. Trustee and the
Official Committee of Unsecured Creditors.  From the Excess
Amount, the amount of accrued and unpaid interest under the Loan
Documents as of the Closing Date; a Utilization Amount calculated
according to Frontier's usage of the Q Aviation Aircraft during
the period from July 15, 2009, to the Closing Date; and the price
of certain equipment that Frontier purchases, will be deducted,
Mr. Schaible notes.

Upon the Court's approval of the Q Aviation Transaction, Frontier
and Q Aviation expect that the ferry of the Q Aviation Aircraft
to the Delivery Location will have taken place on or about
August 28, 2009.  Delivery of the Q Aviation Aircraft and the
closing of the Q Aviation Transaction are scheduled for August 31,
2009, with an outside date of September 30, 2009.

On or prior to the Ferry Date, Q Aviation will deposit the Excess
Amount into an escrow account.  At closing, Q Aviation will
authorize the escrow agent to release the Purchase Payment to
Frontier and the remaining amount in the escrow account to the
Buyer, who will then pay the Outstanding Amount directly to the
Lender.  Upon at least a five-day prior notice by Q Aviation to
Frontier and if Q Aviation has first obtained the written consent
of the Lender, Q Aviation may elect to satisfy payment of the
Outstanding Amount by assuming Frontier's obligations under the
Loan Documents.  Thereafter, Frontier will have no further
payment obligations owing under the Loan Documents.

The closing of the Q Aviation Transaction is subject to certain
conditions precedent, including:

  * the Airframe and each of the Engines will be in their
    delivery condition;

  * Frontier will have received the Technical Acceptance
    Certificate;

  * the absence of litigation by any party to enjoin the Q
    Aviation Transaction or otherwise affecting the Q Aviation
    Aircraft;

  * the Q Aviation Aircraft being free and clear of all liens;

  * the Q Aviation Aircraft having been removed from the cross-
    collateralization and cross-default provisions under any
    security agreement or mortgage relating to the two Airbus
    A318 aircraft bearing Serial Nos. 3110 and 3163;

  * the Delivery Location being an acceptable jurisdiction
    to Frontier and Q Aviation;

  * the Sale Approval Order having become a Final Order;

  * Frontier having received from the Lender any notes under the
    Loan Documents marked "cancelled"; and

  * the representations and warranties of Q Aviation and
    Frontier contained in the Purchase Agreement being true and
    correct in all material respects as of the Closing Date.

Mr. Schaible tells Judge Drain that the proposed Q Aviation
Transaction is not a transfer made in haste at a discounted price
to generate cash, but a thoroughly-considered transaction that
will generate material liquidity for the benefit of the Debtors,
their estates and creditors.  Specifically, the Q Aviation
Transaction will (i) contribute cash flows to the Debtors' 2009
operating plan, (ii) enable the Debtors to continue implementing
their operational strategy, and (iii) facilitate the replacement
of less efficient aircraft in their fleet.

Accordingly, the Q Aviation Transaction is more favorable to the
Debtors than would be any available alternative sale transactions
and is in the best interest of the Debtors, their estates and
creditors, Mr. Schaible points out.

Judge Drain will convene a hearing on July 22, 2009, to consider
the request.  Objections, if any, must be filed by July 16.

                 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)


GARY-WILLIAMS ENERGY: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Gary-Williams Energy Corp.  S&P also assigned a
'BB-' rating (two notches above the corporate credit rating on
Gary-Williams) to subsidiary Wynnewood Refining Co.'s proposed
$150 million term loan facility due 2014.  S&P assigned a '1'
recovery rating, indicating expectations of for very high (90% to
100%) recovery in the event of a payment default.  The outlook is
stable.

"The ratings on Denver-based Gary-Williams Energy Corp. reflect
its lack of asset diversity, limited throughput volumes, and the
highly volatile cash flows of the refining and marketing
industry," said Standard & Poor's credit analyst Paul Harvey.  The
company will use proceeds from the proposed $150 million term loan
to refinance existing debt.  The debt refinancing improves
liquidity while Gary-Williams spends about $60 million over the
next 18 months, including about $40 million dollars required to
comply with low-sulfur gasoline requirements.  Gary-Williams
Energy Corp. is owned by privately held The Gary-Williams Co.
(unrated).

The company operates in a competitive, highly volatile, and
unpredictable industry, compounded by high fixed-cost requirements
for refinery equipment, and regulatory compliance.  The ratings
also reflect Gary-Williams' limited asset diversity and resulting
risk to cash flows from its dependency on the Wynnewood refinery
(70,000 barrels per day).  Finally, ratings benefit from the
refinery's good access to crude oil pipelines, and the company's
modest debt leverage.

To help buffer the volatility in cash flows, S&P expects Gary-
Williams to maintain modest debt leverage.  S&P thinks near-term
debt to EBITDA will range between 1.5x to 2.5x based on a
favorable first half of 2009, but challenging market conditions
will likely continue for the remainder of the year.  However,
under S&P's stress scenario which approximates a 2002 margin
environment, debt leverage could exceed 2.5x.  Similarly, EBITDA
coverage of debt service costs could average about 3.5x to 4x at
2009 year-to-date margins, but fall to 2x to 3x under S&P's stress
case.

The stable outlook assumes liquidity and financial measures will
remain within acceptable ratings parameters over the next 18
months while Gary-Williams completes its desulfurization project.
S&P could take a negative rating action if liquidity were to fall
below $50 million or coverage of debt service requirements falls
below 2x.  Given the company's near-term spending requirements and
the uncertain outlook for refining margins, S&P considers an
upgrade over the next 12 months unlikely.


GENERAL GROWTH: 11 Parties Assert $23 Mil. in Mechanics' Liens
--------------------------------------------------------------
Pursuant to Sections 362(b)(3) and 546(b) of the Bankruptcy Code
and applicable state laws, 11 lienholders separately assert that
the Debtors owe them certain amounts pursuant to their
materialmen's and mechanics' liens:

Lienholder                              Lien Amount
----------                              -----------
Dimeo Construction Company              $12,585,904
ELS Architecture and Urban Design         3,106,885
Clark Pacific                             2,988,752
Precision Concrete                        2,988,752
George Reed, Inc.                         1,837,480
L&F Design Build, LLC                       394,859
Crisci Builders                             157,519
Johnson Controls, Inc.                      105,310
ChillCo, Inc.                                91,296
Mall Tenant Interiors, Inc.                  86,262
Industrial Electronics Systems               18,445
Platt Electric Supply, Inc.                   5,315

By the Notices, the Lienholders intend to enforce all lien
rights, claims and interest against the Debtors' applicable
properties under applicable laws, including the Bankruptcy Code
and state laws.  The Lienholders also do not consent to the use
of cash collateral arising from proceeds of any sale of the
property covered by the Liens.

George Reed also filed a separate request asking the Court to
authorize its examination of the person most knowledgeable of the
affairs of Debtor Elk Grove Town Center, L.P.  George Reed also
asks the Court to direct Elk Grove to produce for inspection all
writings related to, among others, the real property owned by the
Debtor, liens against real property owned by the Debtor; and the
Debtor's financial statement as of April 16, 2009.

Chrisp Company also filed a notice of perfected lien.

                       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: Affiliate Filings Not Made in Good Faith, Says ING
------------------------------------------------------------------
ING Clarion Capital Loan Services LLC filed with the U.S.
Bankruptcy Court for the Southern District of New York a motion to
dismiss the Chapter 11 cases of nine of General Growth Properties,
Inc.'s affiliates:

(1) Bakersfield Mall LLC;
(2) RASCAP Realty, Ltd.;
(3) Visalia Mall, L.P.;
(4) GGP-Tucson Mall L.L.C.;
(5) Lancaster Trust;
(6) HO Retail Properties II Limited Partnership;
(7) RS Properties Inc.;
(8) Stonestown Shopping Center L.P.; and
(9) Fashion Place, LLC.

Wells Fargo Bank, N.A., as trustees, also asked the Court to
dismiss the Chapter 11 cases of Debtors Faneuil Hall
Marketplace LLC and Saint Louis Galleria L.L.C.

When General Growth filed for bankruptcy in mid-April 2009, 388
of its affiliates also filed bankruptcy protections.  Of  the
388 General Growth debtor affiliates, about 91 entities of
those own the malls.

"There is a concern as to why these solvent SPE subsidiaries
voluntarily entered bankruptcy proceedings in the first place,"
Christopher Hoeffel, president of the Commercial Mortgage
Securities Association, told the Journal.

General Growth, however, insist that the petitions were made in
good faith.  On behalf of the Debtors, James H. M. Sprayregen,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, explains that
in filing for bankruptcy protection and commencing restructuring,
the project subsidiaries or the Project Debtors seek to maximize
each entity's enterprise value for the benefit of all constituent
stakeholders.

Although operationally sound with strong cash flows, the Project
Debtors realized that they had no realistic prospects of securing
financing for hundreds of millions of dollars of defaulted and
maturing loans, given the collapse of the commercial real estate
credit markets, Mr. Sprayregen told Judge Gropper.

                         "Future Events"

On behalf of ING Clarion Capital Loan Services LLC, as special
servicer for certain lenders, argues that the Chapter 11 filings
of the nine Debtors subject to ING Clarion's Motion to Dismiss
are based on speculation about future events and their
consequences and are premature.

Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, in Atlanta,
Georgia, asserts that bankruptcy jurisprudence recognizes the
principle of prematurity as a corollary to the tests applied to
financially challenged debtors, when the debtor is financially
healthy and its putative need for bankruptcy relief at some time
in the future is speculative.  He cites In re Schur Mgmt. Co.,
Ltd. 323 B.R. 123, 125 (Bankr. S.D.N.Y. 2005), wherein the Court
has recognized the application of the prematurity rule to dismiss
a Chapter 11 case filed by a debtor that was not currently
financially challenged but might or might not become so in the
future depending on the outcome of claims asserted against it in.
Moreover, he notes that the U.S. Court of Appeals for the Third
Circuit in In re SGL Carbon, 200 F.3d at 164 ruled that the mere
possibility of a future need to file, without more, does not
establish that a petition was filed in "good faith."

Accordingly, ING Clarion asks the Court to apply the case laws of
Schur Management and SGL Carbon in deciding whether to dismiss
the Subject Debtors' Chapter 11 cases.

Wells Fargo Bank, N.A., acting by and through Helios AMC, LLC, in
its capacity as special servicer, renews its request for
dismissal of the Chapter 11 cases of Debtors Faneuil Hall
Marketplace, LLC, and Saint Louis Galleria LLC on the grounds
that the two Debtors have failed to establish cause for filing
for bankruptcy.

Stephen F. Ellman, Esq., at Zeichner Ellman & Krause LLP, in New
York, points out that the Subsidiary Debtors' relationship to the
General Growth Properties family did not require them to be
placed into bankruptcy.  He notes that several affiliates of the
GGP family have not filed for bankruptcy.  He says that the
Subsidiary Debtors could have continued functioning outside of
Chapter 11 in the same way that their non-debtor affiliates are
functioning.  He also points out that the Debtors failed to
explain how the existence of benefits allegedly to be obtain by
the Subsidiary Debtors from their relationship with the GGP
family required their filing for bankruptcy.

Wells Fargo insists that the Subsidiary Debtors' Chapter 11
filings were (i) premature because they are financially healthy
and viable and (ii) were not in good faith because their filings
were not intended to preserve any value for their creditors.  Mr.
Ellman also contends that the risk to the Subsidiary Debtors is
not increased if they wait to file for bankruptcy after their
loans mature and that they are unable to either refinance their
loans or negotiate satisfactory modifications or extensions.  He
also asserts that the replacement of the independent managers of
the Subsidiary Debtors on the eve of bankruptcy is further
evidence of bad faith.  Wells Fargo realleges that the Debtors
fired Faneuil Hall's and Saint Louis' independent managers to
avoid opposition to their bankruptcy filings

Wells Fargo sought and obtained the Court's permission to seal
exhibits to its reply as it cites information that has been
designated as confidential by the Debtors.

               Debtors Want to Strike Casey Report

The Debtors ask the Court to exclude expert report of Dougal M.
Casey submitted by ING Clarion in support of its Motion to
Dismiss pursuant to Rules 702 and 703 of the Federal Rules of
Evidence.

A full-text copy of the Casey Report is available for free at:

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

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the Casey Report purports to address
issues relating to third-party management providers.  Mr.
Sprayregen he contends that the Casey Report did not determine
(1) whether any third-party management company can in fact
provide all the services currently provided by GGP; (2) whether
any third-party management company can in fact provide these
services cheaper than GGP; (3) whether any third-party management
company can provide these services with equal or superior quality
to GGP; or (4) whether any third-party management company
presently has the resources to provide these services for all of
the GGP project entities that have filed Chapter 11.

More importantly, Mr. Sprayregen points out that the substance of
the Casey Report misses the point: the project entities benefit
from GGP's ability to globally address all issues relating to
their development, operation and management, including access to
money for capital expenditures, a benefit available only through
GGP's corporate relationship with its subsidiaries.  He further
argues that the specific opinions regarding the availability and
cost of third-party management services and their providers are
unreliable and lack a proper factual foundation.  Indeed, the
Casey Report consists largely of inadmissible hearsay and is
based on haphazard inquiries, not sound methodology, he stresses.

The Debtors, in a post-hearing memorandum, maintaining that ING
Clarion has not presented any evidence to show that the
Subsidiary Debtors filed their bankruptcy petitions in bad faith.
The Debtors maintain that the Subsidiary Debtors made the
reasonable and prudent business decision to file for Chapter 11
protection to safeguard and maximize each debtor's enterprise
value for the benefit of all stakeholders.

The Official Committee of Unsecured Creditors joins in the
Debtors' request to strike the Casey Report.

The Creditors' Committee insists that the Casey Report is
irrelevant to the determination of ING Clarion's Motion to
Dismiss.  The Committee notes that the Court should look to the
corporate family's decision to file as a whole.  Under that
analysis, the question of what other competitors might charge to
manage the malls -- the sole issue addressed by the Casey Report
-- can have no conceivable relevance.  Since the Casey Report
failed to address the reasons for the Subsidiary Debtors' Chapter
11 filings, it does not bear any fact of consequence to the
determination of ING Clarion's Motion to Dismiss, the Committee
maintains.

The Creditors' Committee, in a post-trial memorandum, echoes the
Debtors' assertion that the Subsidiary Debtors' bankruptcy
filings were necessary to protect their revenues, which the
parent companies depend upon.  The Creditors' Committee also
asserts that the business operations of the parent entities and
the project-level subsidiaries are integrated.  The businesses of
the parents and the subsidiaries would have suffered without
Chapter 11 protection, so it made business sense to file the
petitions as to all of those that did file, including the Debtor-
Subsidiaries, the Committee further asserts.

                       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: Chatham County Asserts $1 Million Claims
--------------------------------------------------------
The Chatham County Tax Commissioner asserts that it is owed by:

  * Debtor Oglethorpe Mall, L.L.C., for (i) $1,001,099 in real
    estate property taxes for the 2009 tax year; and

  * Debtor GGP Ivanhoe II, Inc., for (i) $11,355 in real estate
    property taxes for the 2009 tax year; and (ii) $3,010 in
    personal property for the 2009 tax year.

Chatham County notes that Georgia tax authorities' claims are
fully secured ad valorem tax claims.  According to the Georgia
Tax Code, liens for property taxes arise at that moment the tax
becomes due and that property tax liens are superior to any other
lien that attaches to property.  Moreover, Chatham County says
that its tax liens are deemed perfected when the taxes become due
and unpaid.  Chatham County also filed the Notices to state that
the funds from the tax liens constitute its cash collateral and
it does consent to any use of its cash collateral.

                       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: Court Approves Akin Gump as Committee's Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in General Growth
Properties Inc.'s cases obtained the U.S. Bankruptcy Court for the
Southern District of New York's permission to retain Akin Gump
Strauss Hauer & Feld LLP as its counsel, nunc pro tunc to
April 24, 2009.

As the Committee's counsel, Akin Gump will:

  (a) advise the Committee with respect to its rights, duties
      and powers in the Debtors' Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Debtors'
      Chapter 11 cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity
      interests;

  (d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the assumption or
      rejection of certain leases of non-residential real
      property and executory contracts, asset dispositions,
      financing of other transactions and the terms of one or
      more plans of reorganization for the Debtors and
      accompanying disclosure statements and related plan
      documents;

  (f) assist and advise the Committee as to its communications
      to the general creditor body regarding significant matters
      in the Debtors Chapter 11 cases;

  (g) represent the Committee at all hearings and other
      proceedings before the Court;

  (h) review and analyze motions, applications, orders,
      statements, operating reports and schedules filed with the
      Court and advise the Committee as to their propriety, and
      to the extent deemed appropriate by the Committee
      support, join or object thereto, as applicable;

  (i) advise and assist the Committee with respect to any
      legislative, regulatory or governmental activities;

  (j) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives;

  (k) assist the Committee in its review and analysis of all of
      the Debtors' various agreements;

  (l) prepare, on behalf of the Committee, any pleadings,
      including statements, motions, applications, memoranda,
      adversary complaints, objections or comments in connection
      with any matter related to the Debtors or these Chapter 11
      cases;

  (m) investigate and analyze any claims against the Debtors'
      non-debtor affiliates; and

  (n) perform other legal services as may be required or
      are deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code, Bankruptcy Rules or other
      applicable law.

Akin Gump's professionals will be paid according to the firm's
customary hourly rates:

      Title                              Rate per Hour
      -----                              --------------
      Partners                           $500 to $1,100
      Special Counsel and Counsel        $470 to $810
      Associates                         $290 to $580
      Paraprofessionals                   $75 to $250

These professionals expected to have primary responsibility for
providing services to the Committee are:

   Name                             Position      Rate per Hour
   ----                             --------      -------------
   Michael S. Stamer, Esq.          Partner           $925
   Russell W. Parks, Jr., Esq.      Partner           $855
   Charles R. Gibbs, Esq.           Partner           $795
   James R. Savin, Esq.             Partner           $725
   David M. Dunn, Esq.              Counsel           $560
   Dionisia Kaloudis, Esq.          Counsel           $560
   Robert K. Ozols, Esq.            Associate         $420
   Stefanie L. Kurlanzik, Esq.      Associate         $375

Moreover, the fees and expenses incurred by the Committee on
account of services rendered by Akin Gump in these Chapter 11
cases will be paid as administrative expenses of the Debtors'
estates pursuant to Sections 330(a), 331, 503(b) and 507(a)(1) of
the Bankruptcy Code.

Subject to the Court's approval, Akin Gump will charge for its
legal services on an hourly basis in accordance with its ordinary
and customary hourly rates in effect on the date such services
are rendered, subject to Section 330.

Michael S. Stamer, Esq., a member at Akin Gump Strauss Hauer &
Feld LLP, discloses that his firm represented Debtor General
Growth Properties in 2002.  Jeffrey Krause, Esq., the Akin Gump
partner in charge of GGP's representation left the firm in
January 2002.  Akin Gump also represented Debtor GGP Ala Moana,
L.L.C., in December 2001 through Mr. Krause.

Akin Gump represented Beal Bank in connection with the DIP
financing of certain Debtors but the DIP financing transaction
was ultimately terminated prior to the Petition Date, Mr. Stamer
further discloses.  Beal Bank released Akin Gump to represent the
Committee.

Moreover, Akin Gump prepared a list of parties-in-interest it
represents or has represented in matters unrelated to the
Debtors' Chapter 11 cases.  The list of clients is available for
free at http://bankrupt.com/misc/GenGrowth_AkinGumpDisclosure.pdf

Despite the disclosure, Mr. Stamer asserts that (i) Akin Gump is
not an insider of the Debtors; (ii) no member of Akin Gump has
been, within two years from the Petition Date, a director,
officer, or employee of the Debtors; and (iii) Akin Gump does not
have an interest materially adverse to the interests of the
Debtors' estates or of any class of creditors or equity security
holders of the Debtors.  Accordingly, he maintains that Akin Gump
is a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       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: CWCapital Gets Nod to Probe SPE Debtors
-------------------------------------------------------
CWCapital Asset Management LLC, J.E. Robert Company, Inc., Midland
Loan Services, Inc., and ORIX Capital Markets, LLC, as special
servicers to certain loans, jointly obtained the U.S. Bankruptcy
Court for the Southern District of New York's permission to to
conduct examination on General Growth Properties Inc. affiliates
who are special purpose entities listed at:

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

On behalf of CWCapital, Gregory A. Cross, Esq., at Venable LLP,
in Baltimore, Maryland, relates that the Special Servicers are
investigating possible grounds for dismissal of the Chapter 11
cases of the SPE Debtors.  Upon their requests, the Special
Servicers have obtained from the Debtors certain documents
relating to the filing of the SPE Debtors' bankruptcy cases,
including the corporate or other approvals and authorizations for
the filings.  He asserts that the discovery is relevant as to
whether the filing of the petitions in each case was properly and
validly authorized, including, whether the requirements under the
organizational and governance documents of the SPE Debtors and
the SPE Manager Entities for approval of the bankruptcy filings
by their independent directors and managers were met, and to
whether the filings were made in good faith.  He informs the
Court that the Special Servicers already conferred with the
Debtors who agreed to the subject matter of the discovery subject
to preservation of their rights to object to requests for
documents and notices for deposition.

Specifically, the Special Servicers seek the Court's authority
for production of documents, as set forth in the Request for
Documents by the SPE Debtors, the SPE manager entities, their
independent directors and managers, the manager Debtors, and
General Growth Management, Inc.  A full-text copy of the Document
Production Request is available for free at:

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

The Special Servicers also seek the Court's authority for
depositions of the SPE Debtors, the SPE Manager Entities, and
their independent directors and managers, if after a review of
the documents produced, the Special Servicers determine to take
depositions.

                       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: Property Level Enforces $3.8 Bil. Liens
-------------------------------------------------------
Property Level Lenders assert that they have claims secured by
properly perfected security interest in and lien upon all the
rents, issues, profits, and revenues derived from properties of
General Growth affiliates designated as the "the Property
Level Debtors", which include Lancaster Trust:

Lienholder                                   Lien Amount
----------                                   -----------
Property Level Lenders A,                 $3,219,289,201
Property Level Lenders B                    $588,519,859

Lists of the Property Lenders are available for free at:
http://bankrupt.com/misc/GenGrowth_PropLeveLendersA.pdf
http://bankrupt.com/misc/GenGrowth_PropLevelLendersB.pdf

The Property Level Lenders filed a Notice of Enforcement of Lien
pursuant to Section 546(b)(2) of the Bankruptcy Code in lieu of
seizure of property or commencement of an action to perfect their
security interest in and lien on all past, existing and future
rents, issues, profits, and revenues derived from the ownership
or operation by the Property Level Debtors of certain real
property and improvements.  The Property Level Lenders add that
the rents, issues, profits, and revenues derived from the
Property Level Debtors' Properties constitute the Property Level
Lenders' cash collateral under Section 363 of the Bankruptcy
Code.

                       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: Moody's Withdraws 'Ca' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn its ratings of General
Motors Corporation.  GM filed for protection from creditors under
Chapter 11 of the US Bankruptcy Code on June 1, 2009.  A sale of
substantially all of GM's assets to NGMCO, Inc under Rule 363 of
the Bankruptcy Code has recently been completed.

Ratings withdrawn include the Corporate Family Rating at Ca,
first-lien secured debt at Caa2, and unsecured debt at C.

The last action on GM was a change in the Probability of Default
Rating to D from Ca on June 1, 2009.


GENERAL MOTORS: RHJ in Advance Talks to Buy Major Stake in Opel
---------------------------------------------------------------
John Reed and Martin Arnold at The Financial Times report that
Belgium's RHJ International confirmed on Monday that it was "at an
advanced stage" of talks about acquiring a 51% to 55% stake in
General Motors Corp.'s Opel unit.

The FT notes it was unclear on Monday how much RHJ would offer for
the stake.

Citing a person with direct knowledge of its plans, the FT
discloses RHJ is now preparing a final contract to buy Opel, which
it plans to present to GM this week.  According to the FT, as part
of its offer, RHJ is promising to repay all state-backed loans for
Opel by 2015 and make the unit profitable by 2011.  The FT says
RHJ, which has held talks with governments of most of the European
countries that have GM plants, has reduced an earlier projection
of job losses needed in an Opel/Vauxhall restructuring from 10,000
to 12,000 to fewer than 10,000 -- about the same as Canada's Magna
International Inc., which signed a memorandum of understanding in
May to buy 55 per cent of Opel with Russia's Sberbank.

RHJ, the FT notes, also retreated from a plan to close Opel's
plant in Bochum, Germany and two Vauxhall plants in the UK.  Rene
Wagner at Reuters reports the the state of Thuringia said on
Monday that four German states with Opel plants have reservations
about RHJ a stake in GM's European unit.  "Magna is still the best
solution, the second best would be Fiat," Reuters quotes
Thuringia's Economy Minister Juergen Reinholz, as saying.

The FT relates Magna cancelled a board meeting scheduled on
July 14 that had been due to rubber-stamp its offer.

                        Negotiations

In a July 10 report the FT said General Motors' chief executive
said on Friday that the carmaker was working "round the clock" to
agree the sale of a stake in its European Opel-Vauxhall arm by the
end of this month.

GM, as cited by the FT, said negotiations were continuing with
Magna, RHJ and China's Beijing Automotive Industry Holding
Company.  Ray Young, GM's chief financial officer, told the FT
that future arrangements on intellectual property rights remained
"major issues" in talks with Magna and the two other bidders for a
stake in Opel.

                       About General Motors

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

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

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

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Wagoner to Get $74,000 a Year in Retirement Deal
----------------------------------------------------------------
G. Richard Wagoner, Jr., former chief executive officer and
chairman of the board of directors of General Motors Corporation,
now known as Motors Liquidation Company, will retire effective
August 1, 2009.

On July 8, 2009, Mr. Wagoner and Motors Liquidation entered into
an agreement setting forth the terms of Mr. Wagoner's pension
benefits pursuant to the terms of the Salaried Retirement Program
and the Executive Retirement Plan.  The Retirement Agreement
provides that subject to plan terms, Mr. Wagoner will be entitled
to retirement benefits under the SRP based on 32 years of service
as of August 1, 2009, in the annual amount of $74,030 for his
lifetime, and benefits under the ERP in the annual amount of
$1,636,105 for five years -- an amount reduced consistent with the
ERP reductions implemented for current Motors Liquidation
retirees.

Mr. Wagoner will continue to receive Personal Umbrella Liability
Insurance coverage in retirement at a level consistent with other
retired Motors Liquidation executives until January 1, 2010.  He
will also receive an existing life insurance policy, which the
Corporation has maintained for his benefit since January 1, 1997,
or its cash value, currently $2,570,219.  Motors Liquidation will
not pay additional premiums on the policy.  The Retirement
Agreement was assigned to New GM in connection with sale of the
Company's assets.

On July 10, 2009, as reported by the Troubled Company Reporter,
Motors Liquidation and its direct and indirect subsidiaries Saturn
LLC, Saturn Distribution Corporation, and Chevrolet-Saturn of
Harlem, Inc., completed the sale of substantially all of their
assets to General Motors Company, formerly known as NGMCO, Inc.,
which was formed by the United States Department of the Treasury
and was the successor to Vehicle Acquisition Holdings LLC.  The
sale was consummated pursuant to the Amended and Restated Master
Sale and Purchase Agreement, dated as of June 26, 2009, as
amended, between Sellers and New 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 counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

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

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


GENOIL INC: Posts C$7.7MM 2008 Net Loss; Yet to Attain Profits
--------------------------------------------------------------
Genoil Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 20-F for the year ended December 31,
2008.

Genoil narrowed its net loss to C$7,767,173 in 2008 from
C$11,342,560 in 2007.

At December 31, Genoil had C$4,933,724 in total assets,
C$2,639,009 in total liabilities, and C$2,294,715 in shareholders'
equity.  At December 31, Genoil had accumulated deficit of
C$62,889,226.

Genoil said that, to date, it has not attained commercially viable
operations from its various patents and technology rights.
Genoil's future is dependent upon its ability to obtain adequate
additional financing to fund the development of commercial
operations from its various patents and technology rights.

Genoil also said it has not earned profits to date and it may not
earn profits in the future.  Profitability, if achieved, may not
be sustained.  The commercialization of its technologies requires
financial resources and capital infusions and future revenues may
not be sufficient to generate the funds required to continue its
business development and marketing activities.  If the Corporation
does not obtain sufficient capital to fund its operations, it may
be required to forego certain business opportunities or
discontinue operations entirely.

A full-text copy of the Company's 2008 financial statements is
available at no charge at:

              http://ResearchArchives.com/t/s?3f48

A full-text copy of management's discussion and analysis is
available at no charge at:

              http://ResearchArchives.com/t/s?3f47

Genoil Inc. is a technology development company based in Alberta,
Canada.  The company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company's securities trade
on both the TSX Venture Exchange (Symbol: GNO) and the NASDAQ OTC
Bulletin Board (Symbol: GNOLF).


GLEN ROSE: Net Loss Lowers to $2.1MM in Quarter Ended March 31
--------------------------------------------------------------
Glen Rose Petroleum Corporation reported financial results for the
year ended March 31, 2009.

At March 31, 2009, the Company's balance sheet showed total assets
of $6,249,381, total liabilities of $3,065,039 and shareholders'
equity of $3,184,342.

For the years ended March 31, 2009, the Company posted a net loss
of $2,181,974 compared with a net loss of $3,251,650 in the same
period in the previous year.

The Company related that its sales revenues have not been adequate
to support its operations.

The Company's current assets increased by $89,659 or approximately
58%, from $155,666 at March 31, 2008, to $245,325 at March 31,
2009.  Current liabilities increased from $2,870,071 at March 31,
2008, to $2,948,077 at March 31, 2009, an increase of $78,006 or
approximately 3%.  The increase in current liabilities was due to
increases in accounts payable balances.  Working capital was a
deficit of $2,702,752 at March 31, 2009, as compared to the
March 31, 2008 deficit of $2,714,405, a decrease of $11,653 or
less than 1%.  The decrease deficit was due to the addition of
property, plant and equipment.

                         Going Concern Doubt

On July 11, 2008, Hein & Associates LLP in Dallas, Texas raised
substantial doubt about its ability to continue as a going concern
after auditing the Company's financial results for the year ended
March 31, 2008.  The auditors pointed that the Company has limited
capital resources and no significant revenue producing assets.

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

              http://ResearchArchives.com/t/s?3f45

                    About Glen Rose Petroleum

Dallas-based Glen Rose Petroleum Corp. (NasdaqCM: GLRP) --
http://www.glenrosepetroleum.com/-- is an independent producer of
natural gas and crude oil.  The Company operates its business
through its wholly owned subsidiaries, UHC Petroleum Corporation
(Petroleum) and UHC Petroleum Services Corporation (Services).
Its non-operating subsidiaries are UHC New Mexico Corporation and
National Heritage Sales Corporation, which formerly sold food
products.


GOLFERS' WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Golfers' Warehouse, Inc.
           aka Golfers' Warehouse
           aka Golfers' Clubhouse
           aka Golf Clubhouse
        81 Brainard Road
        Hartford, CT 06114

Case No.: 09-21911

Type of Business: The Debtor operates a Golf Equipment and Retail
                  store.

Chapter 11 Petition Date: July 9, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Chief Judge Albert S. Dabrowski

Debtor's Counsel: Barry S. Feigenbaum, Esq.
                  Rogin Nassau LLC.
                  185 Asylum Street, 22nd Floor
                  Hartford, CT 06103
                  Tel: (860) 278-7480
                  Fax: (860) 278-2179
                  Email: bfeigenbaum@roginlaw.com

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

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

The petition was signed by Mark S. Dube, the Company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Thomas M. DiVenere             Loan                   $5,900,000
70 River Bend Road
Snowmass, CO 81654

Mark Blair                     Loan                   $1,410,000
435 W. Wakefield Blvd
Winsted, CT 06098

Cleveland Gold/Srixon          Trade Debt             $699,764
P.O. Box 7270
Newport Beach
CA 92658-7270

Callaway Golf                  Trade Debt             $615,013
2180 Rutherford Rd.
Carlsbad, CA 92008-7328

Nike USA, Inc.                 Trade Debt             $530,958
P.O. Box 847648
Dallas, TX 75284-7648

Taylor Made-Adidas Golf Co.    Trade Debt             $491,948
5545 Fermi Court
Carlsbad, CA 92008-7234

Mizuno Golf Company            Trade Debt             $338,293
P.O. Box Drawer 101831
Atlanta, GA 30392-1831

Sobol Family Partnership       Former Landlord        $263,502
4161 Parkview Drive
Hollywood, FL 33021

Adams Golf LTD                 Trade Debt             $220,970

Titleist                       Trade Debt             $199,490

J & M Golf                     Trade Debt             $172,378

Nicklaus Golf Equipment        Trade Debt             $169,466

Ping Inc.                      Trade Debt             $162,150

Sun Mountain Sports            Trade Debt             $86,869

Footjoy                        Trade Debt             $84,741

Etonic Worldwide LLC           Trade Debt             $69,341

Nickent Golf                   Trade Debt             $60,178

Wilson Sporting Goods          Trade Debt             $55,124

PowerBilt Golf                 Trade Debt             $47,714

Bob Jamin                      Loan                   $45,000


GREDE FOUNDRIES: Gets Court Nod for $10MM Loan from DDJ Capital
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
authorized, on an interim basis, Grede Foundries, Inc., to:

   -- access cash that is subject to security interests of its
      prepetition secured lenders;

   -- obtain DIP Financing from certain funds and accounts managed
      by DDJ Capital Management, LLC, consisting of a delayed draw
      term loan of $10 million in the interim and up to
      $20 million in the final basis; and

   -- grant adequate protection to the prepetition lenders.

A final hearing of the DIP financing is set for July 23, 2009, at
10:00 a.m., at the U.S. Courthouse, 120 North Henry Street, Room
350, Madison, Wisconsin.  Objections, if any, are due four days
prior to the hearing date.

The Debtor is also authorized to access cash collateral of first
lien lenders from July 2, 2009, to July 30, 2009.

As of Grede Foundries petition date, the Debtor's first lien
prepetition indebtedness is $37,050,563 plus all accrued and
unpaid interest, fees, costs and expenses payable thereunder.  Its
second lien prepetition indebtedness is $21,997,756 in principal
plus all accrued and unpaid interest, fees, costs.

The Debtors' obligations under the first lien prepetition
documents; and second lien prepetition documents are secured by
first priority liens and second priority liens on substantially
all of the Debtor's and subsidiaries' assets and their proceeds,
subject only to permitted liens.

The Debtor determined that it requires postpetition financing to
meet its ongoing working capital and general business needs.
Grede Foundries arranged a $54,975,000 debtor-in-possession loan
from certain of the prepetition first lien lenders, and Wayzata
Opportunities Fund II, L.P., a fund managed by Wayzata Investment
Partners LLC.

DDJ, however, objected, asserting that the DIP financing of
Wayzata confers unwarranted control over Chapter 11 case on the
DIP lenders; and that the terms of the loans mandate a fire sale
of the Debtor's assets at a price that would provide a recovery
almost exclusively to the first lien lenders.

DDJ, together with certain prepetition second lien lenders,
offered an alternative DIP financing -- which it says would
provide of a term and amount sufficient to finance a Chapter 11
Plan process that would benefit to the Debtor's estate as a whole.
The DIP financing will be secured on a junior basis to the
existing and postpetition liens of the first lien lenders.

Terms of DDJ Financing include:

   -- Upon interim approval of the DIP financing, the Debtor will
      be able to borrow $10 million, and upon final approve,
      increase its borrowings to a total of $20 million.

   -- The Debtor will grant to the DIP agent certain liens and
      claims, and will pay certain fees in connection with the DIP
      financing.

   -- As security for the DIP Obligations, the DIP Agent, for the
      benefit of the DIP Lenders, will be granted an allowed
      superpriority administrative expense claim.

   -- The DIP liens, the superpriority claim, the adequate
      protection superpriority claims, and the replacement liens
      will be subject to Carve Out not exceeding $500,000.

The Debtor is also ordered to promptly mail copies of this Amended

                     About Grede Foundries, Inc.

Based in Reedsburg, Wisconsin Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W. D.
Wis. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.


HAMILTON MAY: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hamilton May Corporation, Bionica Inc.
          aka Bionica Inc.
        5112 Bailey Loop
        McClellan, CA 95652

Bankruptcy Case No.: 09-34410

Chapter 11 Petition Date: July 13, 2009

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

Judge: Michael S. McManus

Debtor's Counsel: Gregory F. Gilbert, Esq.
            5112 Bailey Loop
            McClellan, CA 95652
            Tel: (916) 643-2222

Total Assets: $2,140,200

Total Debts: $271,629

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/caeb09-34410.pdf

The petition was signed by Edward Iaconis, secretary of the
Company.


HARBOR LIGHT: Files for Ch 11 Bankr., Lists $9.18MM in Debts
------------------------------------------------------------
Harbor Light Metals, LLC, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Western District
of Michigan.

Tom Jennemann at AMM reports that Harbor Light listed
$9.18 million in liabilities versus $615,787 in assets.

Benton Harbor, Michigan-based Harbor Light Metals, LLC, is a
secondary aluminum smelter, whose major customers include Alcoa
Inc., Toyota Motor Corp., and Briggs & Stratton Corp.


HASSAN DASTGAH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Hassan Dastgah
               Zohreh Dastgah
               22309 Stevens Creek Blvd.
               Cupertino, CA 95014

Bankruptcy Case No.: 09-55611

Chapter 11 Petition Date: July 12, 2009

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

Judge: Roger L. Efremsky

Debtors' Counsel: Oxana Kozlov, Esq.
                  IBCI Law Group
                  649 Dunholme Way
                  Sunnyvale, CA 94087
                  Tel: (650)814-7708
                  Email: okozlov@gmail.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


HARRY & DAVID: S&P Assigns 'CC' Unsolicited Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
unsolicited 'CC' corporate credit rating to Medford, Oregon-based
Harry & David Operations Corp.  At the same time, S&P assigned a
'C' rating to the company's $70 million senior floating rate notes
and $175 million senior fixed notes.  The recovery rating on these
notes is '5', indicating the expectation for modest (10%-30%)
recovery of principal in the event of a payment default.  Despite
the company's request to withdraw its ratings, S&P believes there
remains sufficient market interest in Harry & David's
$198.4 million of notes outstanding at March 28, 2009, although on
an unsolicited basis.

"S&P's ratings on Harry & David Operations Corp. indicate that the
company is currently highly vulnerable to nonpayment of its
obligations," said Standard & Poor's credit analyst Mariola
Borysiak.  The company participates in the intensely competitive
and fragmented specialty food and gift direct-marketing and
retailing businesses.  This business is extremely seasonal, and
subject to economic circumstances.  Harry & David is also highly
leveraged, has very thin cash flow measures, and is experiencing
deteriorating liquidity.

The recessionary environment continued to challenge operating
performance during the third quarter ended March 28, 2009.
Revenues increased 9.7% during the quarter, but that mainly was
because of additional sales from the Cushman's business, acquired
in August 2008.  However, customer traffic and average basket size
remained lower, reflecting the discretionary nature of the
Harry & David's product offering.

The gift-giving nature of most of its products exposes Harry &
David to very high seasonality.  Because the company generates the
bulk of its profits during the Christmas holiday season, it relies
heavily on cash flows generated during that period to fund
operations and service debt for the next three quarters.  The
company's ability to borrow under its revolving credit facility
is governed by the borrowing base, which is currently minimal and
increases as of August 1, 2009, as the company builds up its
inventory for the new holiday period.

Harry & David's recent efforts therefore have been centered around
its cash flow position.  The company introduced several cost-
saving initiatives and significantly reduced capital spending to
preserve cash.  Harry & David expects tight inventory management
to be the source of cash during the upcoming quarters, but S&P
remains concerned about the company's liquidity position.


HERBST GAMING: Majority of Lenders Remain Parties to Lock-Up Pact
-----------------------------------------------------------------
Herbst Gaming, Inc., disclosed in a filing with the Securities and
Exchange Commission that after an opt-out period expired on July
7, 2009, holders of 61% of its debt continue to be parties to a
lock-up agreement.

As reported in the Troubled Company Reporter on July 10, 2009,
Herbst Gaming and certain of its subsidiaries are parties to a
lock-up agreement with lenders holding claims under the Company's
Second Amended and Restated Credit Agreement, dated as of
January 3, 2007, as amended.  In the Lockup Agreement, the parties
agreed to support a restructuring of the Company pursuant to a
joint plan of reorganization under Chapter 11.  Consistent with
the Lockup Agreement, Herbst Gaming has filed for Chapter 11.

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

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


HEALTH NET: Fitch Downgrades Issuer Default Rating to 'BB-'
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Health
Net, Inc. to 'BB-' from 'BBB-', the senior debt rating to 'B+'
from 'BB+' and the Insurer Financial Strength rating of its
insurance subsidiaries to 'BBB-' from 'BBB+'.  The Rating Outlook
is Negative.

The action reflects the negative implications arising from the
announcement made by the U.S. Department of Defense indicating
that Health Net's contract as the Managed Care Support Contractor
for the TRICARE North Region was not being renewed.  TRICARE is a
DOD program that provides health insurance to active members of
the U.S. military and their families in partnership with private
insurers.  The contract had been up for renewal for some time and
after numerous delays and extension periods, the decision was
announced.  The loss is significant to Health Net given TRICARE
comprises 49% of Health Net's 2008 enrollment and 90% of its 2008
earnings.  Health Net has the option to appeal the DOD's decision
and has not yet indicted whether it will do so.  Health Net's
current TRICARE contract terminates on March 31, 2010.

Currently, Fitch views Health Net's 2008 financial leverage of 2.7
times (x) as measured by debt-to-EBITDA as relatively high, and
Fitch's estimated consolidated statutory capitalization of 182% as
low relative to its peers in the health insurance and managed care
sector.  Prospectively, the loss of earnings from the TRICARE
contract is expected to further strain Health Net's debt service
abilities.

Fitch's Negative Outlook reflects continued concerns about the
company's existing commercial business, particularly in the
intensely competitive California market.  The commercial business
has reported enrollment declines of 9.0% and 2.9% in 2008 and
through the first quarter of 2009, respectively.  The enrollment
loss is partially due to membership lost from rising unemployment,
but also reflects, Fitch believes, Health Net's difficulty in
competing in key markets.

In recent months, management has announced its interest in
divesting Health Net's Northeast and Arizona operations.  Should
the company enter into an agreement to sell these units, Fitch
will consider the net financial impact of a transaction and the
use of proceeds.  Health Net's ability to sell these operations
and to use the proceeds to reduce financial leverage and/or
bolster statutory capital may alleviate some ratings pressure.

Health Net's ratings reflect the company's competitive position in
the health insurance and managed care markets in California and
other western states.

Fitch recognizes that the health insurance and managed care sector
may or may not be significantly impacted by reform efforts
currently underway in congress.  Fitch is following those
developments and their impact on the sector closely.

Health Net, Inc., is among the largest publicly traded managed
care operations in the U.S., reporting March 31, 2009 enrollment
of approximately 6.1 million individuals, including enrollment
associated with its TRICARE business.  The company provides a
variety of indemnity, PPO, POS, and HMO plans in the group,
individual, Medicare risk, Medicaid, and TRICARE markets.  The
company also reported membership of approximately 449,000 in the
company's Medicare Part D plans at March 31, 2009.

Fitch has downgraded and assigned a Negative Outlook to these
ratings:

Health Net, Inc.'s

  -- IDR to 'BB-' from 'BBB-';
  -- $400 million 6.375% senior unsecured notes to 'B+' from
'BB+'.

Health Net Of California, Inc.
Health Net of Arizona, Inc.
Health Net Health Plan of Oregon, Inc.
Health Net of Connecticut, Inc.
Health Net of New Jersey, Inc.
Health Net of New York, Inc.

  -- IFS to 'BBB-' from 'BBB+'.


HERTZ CORPORATION: Moody's Downgrades Corp. Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service lowered the Hertz Corporation's
Corporate Family Rating and Probability of Default to B1 from Ba3,
and its Speculative Grade Liquidity Rating to SGL-3 from SGL-2.
The downgrades reflect Moody's expectation that weakness in
automobile and equipment rental demand will persist into 2010, and
that the company's cost of refinancing its considerable amount of
maturing debt will be high.  As a result, credit metrics will
remain below expected levels until there is a more robust and
sustained recovery in demand, which Moody's does not anticipate
will occur until 2011.  This extended decline in Hertz's debt
protection measures will occur despite a number of positive
considerations.  These include: the sizable reduction in Hertz's
debt that resulted from its rental-car defleeting initiatives; the
progress the company continues to make in fixed and overhead
costs; the recovery in the used car market; and, the successful
emergence of General Motors and Chrysler from bankruptcy without
any disruption to the car rental sector.  The negative outlook and
SGL-3 rating recognize that during the coming 18 months Hertz will
have to refinance approximately $4.2 billion in debt that supports
its car rental fleet.

The global economic downturn is depressing demand in almost all of
Hertz's markets: leisure and commercial on-airport car rentals in
the U.S.; domestic equipment rentals that remain tied to the
commercial and residential construction sectors; and, on-airport
car rental demand in Europe.  This downturn has had a
significantly negative impact on the company's credit metrics with
EBITA/interest for the LTM through March 2009 of only 0.9 times.
Moreover, Hertz expects that the downturn will result in revenues
falling to about $6.8 billion during 2009, a decline of
$1.7 billion (20%) from 2008's level.  In response, it has
significantly reduced the size of its car rental fleet and thereby
generated sufficient cash to reduce debt by almost $3 billion
since 2007.  It has also made consistent progress in achieving its
goal of reducing fixed costs between 2007 and 2010 by
$1.2 billion.  The company estimates that it will have achieved
cumulative savings of $1.1 billion by year-end 2009 with
$570 million generated this year.  Notwithstanding the magnitude
of these cost and capital structure improvements, they will not
fully offset the severe and rapid decline in revenues.  Moreover,
the recovery in revenues during 2010 could be modest.
Consequently, the company's intermediate-term credit metrics will
be more in keeping with the B1 level.

Further stress on Hertz's credit metrics will result from the
higher interest costs that the company will incur as it refinances
the $4.2 billion in maturing fleet debt.  Hertz estimates that it
could incur as much as $150 million in additional interest expense
due to higher rates.

The key components of Hertz's current liquidity position includes
$557 million in unrestricted cash, availability under an unused
$1.2 billion credit facility maturing in 2012, approximately
$1.0 billion in excess capacity under its fleet debt facilities
that are available through late 2010, and considerable free cash
flow from fleet reduction initiatives.  These sources should
provide adequate coverage of maturing obligations during the
twelve months through the 2nd quarter of 2010; these debt
maturities amount to approximately $1.2 billion.  However, beyond
the 2nd quarter Hertz's liquidity profile could become stressed.
During the 3rd quarter of 2010 a further $1.3 billion in
securitizations mature, and during the 4th quarter an additional
$2.2 billion in fleet debt comes due.

Hertz has a publicly stated plan for refinancing these maturing
obligations.  The plan includes: efforts to obtain $1.25 billion
in U.S. conduit facilities during the very near term; issuance of
as much as $900 million in TALF securitizations by the end of the
year; and renegotiation of $1 billion in European conduit
facilities.  Near-term progress in implementing this refunding
plan will be critical in limiting further downward pressure on the
rating.  Moody's notes the company's successful issuance of
$544 million of common equity and $475 million of convertible
notes during May, and the moderate improvement during recent
months in market conditions for unsecured debt and ABS
transactions are positive indications of Hertz's ability to make
progress under its plan.

The key near-term driver of Hertz's rating and outlook will be its
ability to implement its funding program.  Lack of material
progress could contribute to a downgrade.  Conversely, a
stabilization of the outlook would be supported by solid progress
in implementing major elements of the plan through the balance of
the year, clear signs of stability in the ABS market, and
successful implementation of Hertz's cost cutting program.

Operationally, sustaining the B1 rating would depend on Hertz's
ability to remain on track for generating EBITA/total interest
exceeding 1.2 times for 2009, compared with approximately 1.0
times for 2008. Debt/EBITDA should remain under 4.0 times for 2009
and under 3.5 times for 2010.

Ratings Changed:

The Hertz Corporation:

* Corporate Family Rating: to B1 from Ba3
* Probability of Default: to B1 from Ba3
* Senior unsecured: to B2 (LGD4, 64%) from B1 (LGD4, 61%)
* Subordinate: to B3 (LGD6, 92%) from B2 (LGD6, 90%)
* Speculative Grade Liquidity Rating: to SGL-3 from SGL-2

The Old Hertz Corporation:

* Notes: to B3 (LGD6, 92%) from B2 (LGD6, 90%)

Ratings Unchanged

The Hertz Corporation

* Secured term loan: Ba1 (LGD2, 19%)

The last rating action on Hertz was the withdrawal of the Ba1
rating of The Hertz Corporation's $1.6 billion senior secured
credit facility due 2010 on June 4, 2007.


HILLSIDE FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hillside Farms, Inc.
        51989 Dairy Lane
        Charlo, MT 59824

Bankruptcy Case No.: 09-61343

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Jon R. Binney, Esq.
            P.O. Box 2253
            Missoula, MT 59806
            Tel: (406) 541-8020
            Email: jon@binneylaw.com

Total Assets: $8,976,600

Total Debts: $5,867,465

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/mtb09-61343.pdf

The petition was signed by Stan Perry, president of the Company.


HONEY AND ME INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Honey and Me, Inc.
           dba Honey and Me
           dba Lisa Liffick Home
           dba Downeast Candle Makers
        3301 Hancel Circle
        Mooresville, IN 46158

Bankruptcy Case No.: 09-09963

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Liffick Development Company L.L.C.                 09-09967

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  Taft Stettinius & Hollister LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  Email: jgraham@taftlaw.com

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

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

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

            http://bankrupt.com/misc/insb09-09963.pdf

The petition was signed by Thomas R. Liffick, secretary/treasurer
of the Company.


HORSE CREEK DOCK: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Horse Creek Dock and Resort, Inc.
        1150 Horse Creek Boat Dock Road
        Celina, TN 38551

Bankruptcy Case No.: 09-07778

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Cookeville)

Judge: George C. Paine II

Debtor's Counsel: Paul E. Jennings, Esq.
            Paul E. Jennings Law Offices, P.C.
            805 South Church Street, Suite 3
            Tel: (615) 895-7200
            Fax: (615) 895-7294
            Email: paulejennings@bellsouth.net

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

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

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

         http://bankrupt.com/misc/tnmb09-07778.pdf

The petition was signed by Thomas P. Weaver.


IMAGINE ADOPTION: Goes Bankrupt; BDO to be Appointed as Trustee
---------------------------------------------------------------
BDO Dunwoody Limited, which provides financial recovery services
in Ontario, Canada, said that an assignment in bankruptcy has been
executed for the Kids Link International Adoption Agency, which
operates as Imagine Adoption.  BDO said that it will be appointed
as the trustee in bankruptcy.

BDO said that its board of directors met on July 10, 2009, to
discuss the financial situation of Kids Link and determined that
it was clear that the funds in its bank accounts are insufficient
to service the families in the Kids Link Program.

BDO said that it is speaking with many stakeholders, including the
Ministry of Community and YOuth Services and the legal counsel to
Kids Link, Ted Giesbrecht and David Amy.

BDO as a trustee in bankruptcy will be reviewing the affairs of
Kids Link, which would include some information of St. Anne's
Adoption and Global Reach.  BDO said that it is securing the
records for the next steps.  A full report of the financial
affairs, including funds on hand, will be reported at a meeting to
be set.

BDO said that it will be sending legal notice to all families and
creditors by July 17.

Kids Link International Adoption Agency is a Christian Non-Profit
International Adoption Agency incorporated within the Province of
Ontario, and fully licensed by the Ontario Ministry of Children
and Youth Services to facilitate international adoptions for
Canadian families.


ISCO INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: ISCO International, Inc.
        1001 Cambridge Drive
        Elk Grove Village, IL 60007

Bankruptcy Case No.: 09-25416

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Joel A. Schechter, Esq.
                  Law Offices of Joel Schechter
                  53 W Jackson Blvd, Ste 1025
                  Chicago, IL 60604
            Tel: (312) 332-0267
            Fax: (312) 939-4714
            Email: joelschechter@covad.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 Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ilnb09-25416.pdf

The petition was signed by John R. Owings, president of the
Company.


JAMES STEPHENS: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: James C. Stephens
           aka Cass Stephens
        1726 East North Avenue
        Milwaukee, WI 53202

Case No.: 09-29970

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760
                  Email: jgoodman@ameritech.net

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

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

The petition was signed by Mr. Stephens, the company's president.

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
DJDL Holdings, LLC             Guarantee of Loan      $200,000

Chase Bank                     Credit Card Purchases  $86,428

Citibank                       Credit Card Purchases  $75,999

Midwest Airlines Master Card   Credit Card Purchases  $58,715

O'Neill Cannon Hollman DeJong  Attorney's fees        $46,538

Bank of America                Credit Card Purchases  $39,674

American Express               Line of Credit         $37,239

Perspective Design, Inc.       Architectural Fees     $24,062

American Express               Credit Card Purchases  $13,854

Advanta                        Credit Card Purchases  $10,816

Capitol One Bank               Credit Card Purchases  $6,659

Citi Mastercard                Credit Card Purchases  $3,147
                               Over Time

Clear Channel                  Television and         $2,450
Broadcasting, Inc.             Wireless Services


JANUS CAPITAL: CEO Gary Black Resigns, Tim Armour Takes His Place
-----------------------------------------------------------------
Janus Capital Group Inc. has disclosed strong second quarter
earnings, the appointment of Tim Armour as interim chief executive
officer, and the intent to raise capital through a public offering
of common stock and convertible debt.

The JCG Board of Directors reported that Gary Black has resigned
as chief executive officer, effective July 13, 2009.  Tim Armour a
Janus Capital Group Director, has been named chief executive
officer on an interim basis.

"After much consideration, Gary and the Board have come to the
mutual decision that the time is right to bring new leadership to
Janus," said Steve Scheid, chairman of the Janus Capital Group
Board of Directors.  "During Gary's tenure Janus made significant
progress on its goals, including strengthening the firm's
investment performance and risk-management, revitalizing the Janus
brand, generating positive net flows, and building out the firm's
product and global distribution platforms.  We thank him for his
dedication in helping build Janus into a world-class investment
organization and wish him well in his future endeavors."

"The firm is in a much stronger place than when I joined, and the
time is right for a change," said Mr. Black.  "Long-term
performance is strong, flows have rebounded, we have a broad
diversified product platform, and we've built a global
distribution footprint across both the intermediary and
institutional channels that is gaining market share.  I'm proud of
the progress Janus has made during the last five years and I am
confident that the firm is well positioned to build on that
success going forward."

The firm will take a $12.1 million charge, including approximately
$6.8 million of cash and $5.3 million of non-cash consideration
for the acceleration of Mr. Black's unvested stock, options and
mutual fund share awards.  The charge will be reflected in the
company's third quarter results.

Mr. Armour, 60, has more than 20 years of investment industry
experience, including 10 years as a senior executive at
Morningstar and five years as president of Stein Roe Farnham's
mutual fund division.  Mr. Armour joined the Janus Capital Group
Board in March 2008 and served on the Board's strategic planning
committee, working closely with Janus' executive leadership on the
firm's strategy.  Mr. Armour will assume day-to-day management of
the company and assist the Board with the recruitment of a
permanent successor.

"We're bullish about the future of Janus," said CEO Tim Armour.
"Despite the challenging economic environment, the fundamentals of
our business are strong thanks to strong long-term investment
performance, expanded distribution and positive flows.  These
important achievements position the firm very competitively as we
move forward and the market improves."

"Tim's industry experience, combined with his role on the
strategic planning committee, will help make this transition
seamless," said Mr. Scheid.  "Importantly, Tim has worked closely
with Janus' leadership team including Janus' co-chief investment
officers.  We don't anticipate any changes to the investment
process or the structure of the investment team, which is serving
our shareholders and clients extraordinarily well."

The Janus investment team will continue to report to co-chief
investment officers, Jonathan Coleman and Gibson Smith, who have
managed Janus' investment team since early 2006 and have been at
Janus for 15 and eight years, respectively.  INTECH and Perkins
Investment Management will continue to be managed independently
under their existing leadership structures.

                Capital Raise and Tender Offer

JCG also intends to concurrently offer $150 million in common
shares and $150 million of convertible senior notes due 2014 and
that it is offering to repurchase approximately $400 million of
the principal amount of outstanding debt in a tender offer.

The Company already commenced the public offering of $150 million
of its common stock and $150 million principal amount of
convertible senior notes due in 2014.  The convertible senior
notes will be convertible, under certain circumstances, into cash,
shares of the Company's common stock or a combination of cash and
shares of the common stock, at the Company's election.  The
Company will grant the underwriters an option to purchase up to an
additional 15 percent of the number of shares offered to cover
over-allotments, if any, and an option to purchase up to an
additional $22.5 million principal amount of the convertible
senior notes to cover over-allotments, if any.

The net proceeds of the concurrent common stock and convertible
senior notes offerings, together with cash on hand, will be used
to repurchase up to $400 million of the aggregate principal amount
of the firm's outstanding 2011, 2012, and 2017 senior notes in a
tender offer and for general corporate purposes, including the
repayment or repurchase of any of the foregoing series of notes
that remain outstanding.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. are acting as
joint book-running managers of the proposed offerings.

              Second Quarter 2009 Earnings Results

JCG reported second quarter net income from continuing operations
of $15.8 million, or $0.10 per diluted share, compared with a net
loss from continuing operations of $818.1 million, or $5.22 per
diluted share in the first quarter 2009 and net income from
continuing operations of $65.6 million, or $0.40 per diluted
share, in the second quarter 2008.  First quarter 2009 included a
goodwill and intangible asset impairment charge of $856.7 million,
or $5.21 per diluted share, a litigation charge of $7.5 million,
or $0.03 per diluted share, and a non-operating impairment charge
on unconsolidated seed capital investments of $0.03 per diluted
share.  The Company's operating margin for the second quarter 2009
was 23.5% compared with 34.5% for the second quarter 2008.

Flows and Assets Under Management

Average assets under management during the second quarter
increased 12.0% to $126.7 billion compared with $113.1 billion
during the first quarter 2009.  At June 30, 2009, the company's
total assets under management were $132.6 billion compared with
$110.9 billion at March 31, 2009, and $191.8 billion at June 30,
2008.  The increase in firmwide assets during the second quarter
reflects $20.0 billion of net market appreciation and long-term
net inflows of $2.3 billion.

Investment Performance

Relative long-term investment performance remained strong with
approximately 65%, 84% and 85% of firmwide mutual funds in the top
half of their Lipper categories on a one-, three- and five-year
total-return basis, respectively, as of June 30, 2009.2 In
addition, 64% of firmwide mutual funds have a 4- or 5-star Overall
Morningstar RatingTM at June 30 2009.3

Janus-managed equity mutual funds continue to outperform the
majority of peers with 61%, 88% and 82% of equity mutual funds
ranking in the top half of their Lipper categories on a one-,
three- and five-year total return basis, respectively, as of
June 30, 2009.

INTECH's near-term relative investment performance was weak, while
longer-term performance remained strong with 33%, 56%, 86% of
strategies outperforming their respective benchmarks over the
one-, three-, and five-year periods, as of June 30, 2009.

Perkins continues to deliver exceptional investment performance
with the Mid Cap Value Fund ranked in the top 16% and Small Cap
Value Fund ranked in the top 10% of their respective Lipper
categories across the one-, three-, and five-year periods on a
total-return basis as of June 30, 2009.

Second quarter 2009 revenues of $200.2 million increased 17.6%
from first quarter 2009 from higher average assets under
management, driven primarily by improving global markets and
mutual fund performance fees.  Quarter-over-quarter operating
expenses, excluding the first quarter 2009 goodwill and intangible
asset impairment and litigation charges, increased in the second
quarter as a result of higher revenue-based expenses and costs
associated with the previously announced July 2009 merger of two
of JCG's domestic mutual fund trusts.

Capital and Liquidity

At June 30, 2009, JCG had stockholders' equity of $718 million,
cash and investments of $331 million and $1.1 billion of
outstanding debt.

                 About Janus Capital Group Inc.

Janus Capital Group Inc. is a global investment firm offering
strategies from three individual investment boutiques: Janus
Capital Management LLC (Janus), INTECH Investment Management LLC
(INTECH) and Perkins Investment Management LLC (Perkins).  Each
manager employs a research-intensive approach that is distinct
within its respective asset class.  This multi-boutique approach
enables the firm to provide style-specific expertise across an
array of strategies, including growth value and risk-managed
equities, fixed income and alternatives through one common
distribution platform.

At the end of June 2009, JCG managed $132.6 billion in assets for
shareholders, clients and institutions around the globe.  Based in
Denver, JCG also has offices in London, Tokyo, Hong Kong, and
Singapore.

As reported by the Troubled Company Reporter on February 25, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Janus Capital Group Inc., including its counterparty
credit rating to 'BB+/B' from 'BBB-/A-3'.  S&P said that the
outlook is stable.  Ratings on Janus reflect its weakened debt-
servicing capacity as assets under management and, consequently,
cash-flow generation, have fallen considerably in recent months
and are not expected to improve in the near term.


JANUS CAPITAL: Moody's Affirms Preferred Shelf Rating at 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt rating
of Janus Capital Group Inc. following the announcement that the
company will raise approximately $150 million of common equity and
$150 million of new convertible notes as part of the company's
effort to reduce financial leverage.  Moody's has assigned a long
term debt rating of Baa3 to the new convertible notes.  The
outlook on the ratings remains negative.

Moody's stated that Janus will use the proceeds from its capital
raise, plus about $100 million in existing excess cash, to
opportunistically reduce nearly 25% of its total debt burden.  The
company is focusing on extinguishing obligations due primarily in
2011 and 2012.  Janus's actions will materially offset an
otherwise worsening leverage (total debt/EBITDA) picture resulting
from prior equity market declines and resulting lower management
fees.  Moody's anticipates that Janus's 2009 EBITDA could drop 30-
40% below 2008.  Such declines would elevate total debt/EBITDA
well above the rating agency's expectations for investment grade
ratings; however, with Janus's debt reduction effort, Moody's
expects materially lower peek leverage.  Moody's VP/Senior Credit
Officer Matthew Noll commented, "Janus's capital raise and the
expected debt reduction materially reduces rating pressure;
however, more progress toward achieving leverage in the range of
2-3x will be important to protecting the Baa3 rating from the
impact of uncertain equity markets."

Janus also announced that a CEO transition will be occurring over
the remainder of 2009.  Moody's commented that the former CEO's
departure, while incrementally adding to the uncertainties facing
the company, is already incorporated in Janus's current rating and
the negative rating outlook.

Moody's commented that Janus's key franchise measures are solid.
Relative investment performance has been strong, which if further
continued, should ensure favorable asset flows.  Secondly, Janus
has demonstrated further progress in improving the breadth of its
equity and fixed income products.  Also importantly, the company's
recently amended credit agreement provides significant headroom
with respect to financial covenants.  Flows and overall AUM
volatility have been in line with those of other asset management
firms.  Moody's views Janus as competitive with larger managers in
holding access to strategic distribution platforms given the
company's solid investment performance and good breath of
products.

The rating affirmation assumes that Janus executes its capital
raise successfully; that the firm is resolute in continuing along
the path of achieving lower leverage, and that the company's CEO
search and transition is successfully accomplished.

Janus's outlook could be returned to stable if these hurdles can
be met: quarterly average AUM levels rise to the $140-$150 billion
range; total debt/EBITDA is sustained under 3x; net quarterly
asset inflows exceed 1% of beginning-of-quarter AUM.  Janus's
ratings could see downward rating pressure if any of these occur:
average AUM drops to $115 billion; total debt/EBITDA remains above
3x past 2Q10; the EBITDA/interest ratio is sustained below 3x for
two or more quarters, or if the company is experiencing quarterly
net outflows in excess of 2.5% of beginning of quarter AUM.

This rating was affirmed with a negative outlook:

* Janus Capital Group Inc. -- senior unsecured debt at Baa3

These ratings were assigned with a negative outlook:

* Janus Capital Group Inc. -- senior unsecured convertible debt at
  Baa3; provisional senior unsecured debt shelf at (P)Baa3;
  provisional subordinated debt shelf at (P)Ba1; provisional
  preferred shelf at (P)Ba2.

Janus Capital Group Inc., headquartered in Denver, is an asset
management firm that provides services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $133 billion as of June 30, 2009.

The last rating action was on December 22, 2008, when Janus's
senior debt rating was affirmed at Baa3 and the rating outlook was
changed to negative from stable.


KC'S MARKET & DELI: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: KC's Market & Deli, Inc.
        4861 Austin Peay Highway
        Memphis, TN 38135

Bankruptcy Case No.: 09-27464

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Debtor's Counsel: John E. Dunlap, Esq.
            1684Poplar Ave
            Memphis, TN 38104
            Tel: (901) 726-6770
            Fax: (901) 726-6771
            Email: jdunlap00@gmail.com

Total Assets: $2,796,160

Total Debts: $1,766,261

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/tnwb09-27464.pdf

The petition was signed by Boonie R. Cranford, president of the
Company.


LAKE BURTON DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Lake Burton Development LLC
        P.O. Box 2230
        Clayton, GA 30525

Case No.: 09-22830

Chapter 11 Petition Date: July 10, 2009

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Patrick D. Jaugstetter, Esq.
                  Power, Cooper & Jaugstetter, P.C.
                  P.O. Box 70
                  McDonough, GA 30253
                  Tel: (770)957-1765

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

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

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


LAS VEGAS SANDS: To Restart Macau Projects Before the Year Ends
---------------------------------------------------------------
Las Vegas Sands Corp. is aiming to restart its stalled projects in
Macau before the end of the year, China Post reports citing
company chairman and gaming tycoon Sheldon Adelson.

According to the report, Mr. Adelson said various options are
being explored to raise about US$3.5 billion, including
US$2.0 billion needed to complete the projects in the Chinese
territory.  These options include an initial public offering or
sale of some of the company's Macau assets, including condominiums
and shopping malls, the Post relates.

Mr. Adelson, as cited by the report, said the fund-raising
exercise is expected to be completed in September.

In November 2008, the company said it has chosen to temporarily or
indefinitely suspend portions of its development projects and will
focus its development efforts on those projects with the highest
rates of expected return on invested capital given the liquidity
and capital resources available to the company.  The company
temporarily suspended development of sites five and six on the
Cotai Strip in Macao until conditions in the capital markets
improve.

                      About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LEHMAN BROTHERS: May Join Creditors to Overturn DOCA in Australia
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. is set to join the escalating court
case brought by creditors trying to overturn a deal entered into
by Lehman Brothers' Australian administrators, Susannah Moran at
The Australian reports.

The Australian relates that the Federal Court was told that Lehman
Brothers would be joined as a defendant in the case brought by
three local councils that want to overturn the deed of company
arrangement that was approved by creditors in June.

The councils believe they will be better off if the company is
placed into liquidation, and have gone to the Federal Court to ask
that the DOCA be overturned, the report says.

According to the Australian, one of the key legal questions to be
determined by the court is whether a DOCA can include clauses that
prevent a creditor from suing third parties -- in this case the
overseas Lehman entities.

Lehman Brothers' barrister, Tom Bathurst QC, told the Federal
Court that if the court decided that the creditors should be
entitled to sue the third parties, then Lehman Brothers would seek
that the deed be overturned.

As reported in the Troubled Company Reporter-Asia Pacific on
June 3, 2009, the Melbourne Herald Sun said that creditors of
Lehman Brothers Australia voted in favor of a proposal by Lehman
Brothers Asia Holdings that will repay the creditors more and
avoids costly and time delays of litigation.

The vote was controversial, with four proxy votes rejected during
the meeting, The Australian Business related.  If the votes had
been allowed, it would have tipped the vote to 62 creditors
against the Lehman Brothers Asia proposal and 61 in favor, the
newspaper said.

"The benefit of that is it enables us to pay the employees and
general creditors in full, early, and it provides a very
reasonable return to the contingent creditors.  It should bring
litigation to an end," the Herald Sun quoted Neil Singleton of
PPB as saying.  Mr. Singleton is one of the administrators of
Lehman Brothers Australia who recommended the deed of company
arrangement.

The administrators estimate $142.2 million to $247.6 million will
be distributed to all the creditors including other Lehman units,
the Herald Sun reported.  As part of the deal, $43.5 million is
set aside for councils and other "contingent" creditors, which
are owed $626.5 million, Australian Business related.  Executives
of Lehman Brothers Asia will receive as much as $11 million,
Brisbane Times said.

Councils, who voted against the plan, complained that the
proposed payments are too little and that they were given
"insufficient time" to consider the plan, Australian Business
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 Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

               International Operations Collapse

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

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

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


LEVITT & SONS: Real Estate Will Be Auctioned Off on July 22
-----------------------------------------------------------
Dick Hogan at The News-Press reports that Levitt & Sons' real
estate, including hundreds of lots and houses in Cascades at River
Hall in east Lee County, will be auctioned off July 22.

The Cascades, says The News-Press, was under development and some
homes were already built on the property when Levitt & Sons filed
for bankruptcy.  Andrew Bolnick said in a report that there are
about 455 undeveloped lots.

According to The News-Press, the auction at the Osceola County
Courthouse is aimed at disposing of Levitt & Sons' remaining real
estate.

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso,
Esq., at Berger Singerman, P.A., represented the Debtors in their
bankruptcy cases.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, was not included in the bankruptcy filing.

(Levitt and Sons Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


MADISON GRANDE: 44 Units in Foreclosure, 165 Payments Past Due
--------------------------------------------------------------
Monica Hatcher at Miami Herald reports that 44 condo units are in
foreclosure at Maison Grande Condominium Association, Inc., with
about 165 owners in two months or more past due on "association
payments".

According to Miami Herald, Dorten developers had filed a lawsuit
against the Company for about $658,000 in back payments on a
recreational lease for the pool and parking areas.

Miami Beach, Florida-based Maison Grande Condominium Association,
Inc., is a complex of 502 luxury condos.  The group filed for
Chapter 11 bankruptcy protection on June 10, 2009 (Bankr. S.D.
Fla. Case No. 09-21589), listing up to $50,000 in assets and up to
$1,000,000 in liabilities.


MASSACHUSETTS HEALTH: S&P Changes Outlook on BB Rating to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable on $26.7 million series 2004A and 2004B bonds
issued by the Massachusetts Health and Educational Facilities
Authority for Northern Berkshire Healthcare and on the
$3.2 million series 1996C bonds issued for North Adams Regional
Hospital.  At the same time, the rating agency affirmed its 'BB'
long-term rating on the bonds.

The negative outlook reflects uncertainties that have unexpectedly
appeared since S&P's last rating review in late 2008, which if not
addressed as planned, could have a negative ratings consequence in
the future.  S&P upgraded NBH in 2008 after it posted its third
straight year of improved earnings and its first positive
operating income in five years.  However, the balance sheet
remains thin with ample debt and slim liquidity and management
continues to have problems with the long-term-care operations.
Year-to-date results have deteriorated again largely due to
increasingly poor performance at Sweetwood and Sweet Brook, and
while operations at NARH remain positive, they are also well below
2008 levels.  In addition, Northern Berkshire has added to its
employed physician complement, which has resulted in increasingly
high budgeted and actual losses.

S&P is concerned about the poor interim financial results, and
although a certain level of volatility is consistent with a
speculative grade rating, S&P did not expect this level of losses,
especially at the long-term care facilities.  S&P expects that
management will continue to aggressively move to address the long-
term-care operations, which are the largest source of the system's
financial problems.  A lower rating will be considered next year
if the operating loss run-rate does not slow for the last 5 months
of the fiscal year as there is little flexibility in the balance
sheet to offset significant losses.  Conversely, a return to
stable outlook is possible upon closing a favorable sale of
Sweetwood and Sweet Brook or if operations return to approximately
breakeven levels.

"Management has taken cost-cutting actions, replaced senior
executives at both long-term-care facilities, hired consultants to
assist with operational improvement at Sweetwood and Sweet Brook,
and expects to improve operations through the remainder of the
year," said Standard & Poor's credit analyst Cynthia Keller
Macdonald.  "In addition, the same consultants are assisting the
organization in its efforts to sell Sweetwood and Sweet Brook,
which would certainly contribute to stabilizing the rating," said
Ms. Macdonald.

Standard & Poor's believes that actually consummating a favorable
sale in the near future will be challenging although management
indicates that they have received numerous inquiries already from
potentially interested parties.

The 'BB' rating reflects volatile earnings with accelerated
operating losses in the year-to-date 2009 performance and
dependence on annual state support; adequate balance sheet for the
rating level with slim liquidity and high debt levels; and solid
market position in the northern Berkshires in western
Massachusetts with limited local competition although the economy
is fairly weak.


MERCER INTERNATIONAL: S&P's Junk Corp. Credit Rating on Swap Offer
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level rating on Vancouver, B.C.-based pulp
manufacturer Mercer International Inc.  S&P lowered the corporate
credit rating to 'CC' from 'B-' and lowered the rating on the
senior unsecured debt to 'CC' from 'B-'.  The rating outlook is
negative.

The rating downgrade follows Mercer's announcement that it is
offering to exchange for any and all of its 8.5% convertible
subordinated notes due 2010 as the "old notes".  Approximately
$67.3 million was outstanding under the old notes at March 31,
2009.  Under the terms of the proposed transaction, Mercer is
offering to exchange each $1,000 principal amount of the old notes
for:

* 129 shares of Mercer common stock, plus

* A premium of $200 in principal amount of new 3% convertible
  senior subordinated notes due 2012 (new notes); and

* Accrued and unpaid interest to, but excluding, the settlement
  date.

The old notes are currently convertible into Mercer common stock
at a conversion rate of 129 shares per $1,000, or a conversion
price of $7.75 per share.  The new notes will be convertible into
Mercer's common stock at a conversion price of $2.75 per share.
The offer will expire on August 11, 2009, unless terminated or
extended.

"The rating downgrade reflects S&P's view that the exchange is
tantamount to a default given Mercer's highly leveraged financial
profile," said Standard & Poor's credit analyst Andy Sookram.

Upon completion of the exchange, S&P would lower the corporate
credit rating to 'SD' (selective default).  As soon as possible
thereafter, S&P will reassess Mercer's post-exchange capital
structure.  It is S&P's preliminary expectation that, in the event
the exchange succeeds, S&P would not raise the corporate credit
rating to higher than the previous 'B-' level.  S&P acknowledges
that the post-exchange capital structure could reduce Mercer's
outstanding debt balances.  However, until S&P is confident that
there is a substantial improvement in market conditions for pulp,
S&P is unlikely to consider a rating higher than 'B-'.  In
addition, the company's financial risk profile encompasses the
challenging market conditions and significant earnings volatility
for its single product, which is pulp, and refinancing risk
associated with the upcoming February 2010 maturity of its
EUR40 million Rosenthal working capital facility (EUR10 million
outstanding at March 31, 2009).  Nonetheless, if the exchange is
successful, S&P believes Mercer would have enhanced capacity to
weather the current downturn over the next several quarters.

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


MERISANT WORLDWIDE: Can Implement Employee Severance Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Merisant Worldwide Inc., et al., authorization to implement an
employee severance plan for 200 full-time employees to replace the
existing Merisant U.S., Inc. Severance Pay Plan.

As reported in the Troubled Company Reporter on June 23, 2009, the
Debtors told the Court that the theoretical maximum cost of the
severance plan is significantly less expensive than the Merisant
Plan.

The accrual of potential cash benefits under the severance plan
are:

  A. Non-Executives:

                           Hourly Employees   Exempt Employees
                           ----------------   ----------------
     Accrual Rate (per
      year of service)          1 week            2 weeks

     Minimum                    2 weeks           4 weeks

     Maximum                   26 weeks          52 weeks

  B. Executives:

                                 Severance Accrual Period
                                 ------------------------
     Chief Executive Officer            18 months

     General Counsel                    12 months

     Other Executives                    6 months

The Debtors statde that although the maximum aggregate cost of the
severance plan could theoretically approximate $3,413,649, that
total expense would be incurred only in the event that all 197
eligible employees other than the CEO and the general counsel were
terminated.  The Debtors add they have no current plans to make
any significant reductions in force and believe it highly likely
that only a small fraction of the total would ever be incurred.

                     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.


MICHIGAN WHEEL: Case Summary 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michigan Wheel Corporation
           dba Quality Castings
           dba Hall & Stravet
           dba Federal Propellars
           dba Michigan Wheel Corporation-Europe
        1501 Buchanan Avenue, SW
        Grand Rapids, MI 49507

Bankruptcy Case No.: 09-08282

Chapter 11 Petition Date: July 13, 2009

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

Judge: James D. Gregg

Debtor's Counsel: Robert D. Wolford, Esq.
                  Miller Johnson
                  250 Monroe Ave., NW Suite 800
                  P.O. Box 306
                  Grand Rapids, MI 49501-0306
                  Tel: (616) 831-1700
                  Fax: (616) 831-1701
                  Email: ecfwolfordr@millerjohnson.com

                  Thomas P. Sarb, Esq.
                  Miller Johnson
                  250 Monroe Ave NW, Suite 800
                  P.O. Box 306
                  Grand Rapids, MI 49501
                  Tel: (616) 831-1700
                  Email: ecfsarbt@millerjohnson.com

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

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

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

             http://bankrupt.com/misc/miwb09-08282.pdf

The petition was signed by Stanley J. Heide, president/CEO of the
Company.


MITCHELL LEONARD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mitchell J. Leonard
        2811 Highway 5
        New Franklin, MO 65274

Bankruptcy Case No.: 09-21458

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Debtor's Counsel: James F. B. Daniels, Esq.
            McDowell Rice Smith & Buchanan
            605 W. 47th St., Ste. 350
            Kansas City, MO 64112
            Tel: (816) 960-7307
            Fax: (816) 753-9996
            Email: jdaniels@mcdowellrice.com

Total Assets: $4,144,275

Total Debts: $2,854,599

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

         http://bankrupt.com/misc/miwb09-21458.pdf

The petition was signed by Mr. Leonard.


NATIONAL TOWING: Case Summary 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: National Towing & Recovery, LLC
        2415 E. Main Street
        Chattanooga, TN 37404

Bankruptcy Case No.: 09-14352

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Harry R. Cash, Esq.
                  Grant, Konvalinka and Harrison
                  Suite 900, Republic Centre
                  633 Chestnut Street
                  Chattanooga, TN 37450
                  Tel: (423) 756-8400
                  Fax: (423) 756-0643
                  Email: hcash@gkhpc.com

Estimated Assets: $0 to $50,000

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/tneb09-14352.pdf

The petition was signed by Robert Wandell, chief manager of the
Company.


NEENAH FOUNDRY: Moody's Changes Default Rating to 'Caa3/LD'
-----------------------------------------------------------
Moody's Investors Service revised Neenah Foundry Company's
Probability of Default to Caa3/LD from Caa3.  All other ratings,
including the Corporate Family Rating of Ca and negative outlook,
remain unchanged.

The revision follows Neenah's deferral of the cash portion of the
semi-annual interest payment due July 1, 2009, beyond what was
agreed upon in the original debt indenture.  Thus an interest
payment default per Moody's definition occurred on part of the
company's debt obligations, namely the $75 million 12.5% Senior
Subordinated Notes due 2013 (unrated by Moody's).  The PDR of
Caa3/LD reflects a "limited default", and PDR will revert to Caa3
in approximately three business days.

The rating action is:

* Probability of Default rating: revised to Caa3/LD from Caa3

Ratings remain unchanged:

* Corporate Family Rating -- Ca

* $225 million of senior secured notes due 2017 -- Ca (LGD5, 71%)

Moody's last rating action on Neenah was on July 9, 2009, when its
CFR was downgraded to Ca from Caa2.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual revenues approximate $472 million.


NEFF CORP: S&P Withdraws 'B-' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Neff Corp. and its subsidiary Neff Rentals, including
the 'B-' long-term corporate credit rating, at the company's
request.


NEW YORK TIMES: To Sell NY Radio Station to Univision for $45MM
---------------------------------------------------------------
The New York Times Company has entered into an agreement with
subsidiaries of Univision Radio Inc. and with WNYC Radio for the
sale of WQXR-FM, its New York City radio station for a total of
$45 million.  The transaction will enable WQXR-FM to continue its
73-year legacy of providing classical music and other cultural
programming to listeners in the New York metropolitan area.

Univision Radio is a division of Univision Communications Inc.,
the leading Spanish language media company in the United States.
WNYC is the nation's largest AM/FM public radio station.

Univision Radio will pay the Times Company $33.5 million to
exchange the FCC 105.9 FM broadcast license and transmitting
equipment for the Times Company's license, equipment and stronger
signal at 96.3 FM.  At the same time, WNYC Radio will purchase the
FCC license for 105.9 FM, all related transmitting equipment and
WQXR's call letters and Web site from the Times Company for
$11.5 million.  Univision Radio will retain the WCAA call letters.

As a result of this transaction, Univision Radio will transition
WCAA 105.9 FM to 96.3 FM, providing the Spanish-language operator
with expanded coverage and enhancing its service to the growing
New York Hispanic demographic.  WNYC will operate WQXR-FM on
105.9 FM and continue to serve the vast majority of its current
audience as a listener-supported public station dedicated to
classical music.

The transaction is expected to close in the second half of the
year after FCC approval has been granted.

Russell Adams and Sarah McBride at The Wall Street Journal report
that the transaction continues the New York Times' efforts to let
go of non-core assets.  WSJ says that declines in advertising have
squeezed the New York Times' profit and hampered the Company in
managing its long-term debt.

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

                           *     *     *

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

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

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


NV BROADCASTING: Files Chapter 11 with Pre-Arranged Plan
--------------------------------------------------------
NV Broadcasting LLC, doing business as New Vision Television, and
its affiliates, NV Media LLC and NV Television LLC, have filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Delaware.

NV Broadcasting listed $10 million to $50 million in assets and
$100 million to $500 million in liabilities.

As previously reported by the TCR, New Vision Television announced
July 13 an agreement with its first and second lien debt holders
on a comprehensive financial restructuring plan.  The plan will
eliminate all of New Vision's debt and guaranteed obligations of
more than $400 million, provide New Vision with capital to ensure
the Company's uninterrupted business operations, and begin a
prearranged, consensual bankruptcy proceeding in Delaware.

"This agreement is powerful news for New Vision's employees,
advertisers and business partners," said Jason Elkin, Chief
Executive Officer of New Vision.  "Our daily business operations
will not miss a beat: Jobs and benefits for our employees will be
intact; advertisers will continue to receive top customer service;
and our stations will continue to invest in best-in-class local
news coverage and other programming.  And as soon as the
prearranged court process has ended, New Vision will emerge as a
nimble, well-financed company -- with some of the best management
and employees in the business -- poised to take advantage of
future growth opportunities."

Bloomberg relates that Joe McNamara -- president and general
manager of New Vision's unit, KHON-TV -- said that "where the
pressure was really coming from" was the debt load at the
corporate level.  He assured that the station and its cable-only
sister channel are profitable, Bloomberg states.

Haley Aaron Birmingham Business Journal reports that Ken Lass will
be joining the New Vision's CBS 42 news staff on September 1.  Mr.
Lass would be a beneficial addition to the staff, Business Journal
says, citing CBS42 President and General Manager Bill Ballard.

With corporate offices in Atlanta and Los Angeles, New Vision
Television and its predecessor companies have owned and operated
more than 30 television stations across the country since 1993.
New Vision owns and operates 14 major network-affiliated
television stations across the United States.


NV BROADCASTING: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NV Broadcasting, LLC
        3500 Lenox Road, Suite 640
        Atlanta, GA 30326

Case No.: 09-12473

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
NV Broadcasting, LLC                               09-12473
NV Media, LLC                                      09-12475
NV Television, LLC                                 09-12477
NVT Kansas, Inc.                                   09-12479
NVT Birmingham, LLC                                09-12481
NVT Birmingham Licensee, LLC                       09-12483
NVT Mason City, LLC                                09-12485
NVT Mason City Licensee, LLC                       09-12486
NVT Portland, LLC                                  09-12487
NVT Portland Licensee, LLC                         09-12488
NVT Hawaii, LLC                                    09-12489
NVT Hawaii Licensee, LLC                           09-12490
NVT Wichita, LLC                                   09-12491
NVT Wichita Licensee, LLC                       09-12492
NVT Topeka, LLC                                   09-12493
NVT Topeka Licensee, LLC                       09-12494
NVT Topeka II, LLC                             09-12495
NVT Topeka II Licensee, LLC                       09-12496
NVT Youngstown, LLC                             09-12497
NVT Youngstown Licensee, LLC                       09-12498
NVT Savannah, LLC                             09-12499
NVT Savannah Licensee, LLC                       09-12500
PBC Television Holdings, LLC                       09-12484
PBC Broadcasting, LLC                             09-12474
PBC Broadcasting of Youngstown, LLC           09-12476
PBC Broadcasting of Youngstown License, LLC     09-12478
PBC Broadcasting of Savannah, LLC                 09-12482
PBC Broadcasting of Savannah License, LLC     09-12480

Type of Business: With corporate offices in Atlanta and Los
                  Angeles, New Vision Television and its
                  predecessor companies have owned and operated
                  more than 30 television stations across the
                  country since 1993.  New Vision owns and
                  operates 14 major network-affiliated television
                  stations across the United States.

Chapter 11 Petition Date: July 13, 2009

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

Debtors' Counsel: Christopher A. Ward, Esq.
                  Polsinelli Shughart PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  Email: cward@polsinelli.com

Debtors'
Co-Counsel:       Polsinelli Shughart PC

Debtors'
Financial
Advisors:         Moelis & Company LLC

Debtors'
Claims Agent:     BMC Group Inc.

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

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

The petition was signed by Jason Elkin, the company's chairman and
chief executive officer.

NV Broadcasting's List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Kingworld Productions, Inc.    Trade payable          $2,409,066
2401 Colorado Avenue
Suite 110
Santa Monica, CA 90404

HBK Capital Management         Money Loaned           $1,781,583
2101 Cedar Springs Road
Suite 700
Dallas, TX 75201

Warner Bros.                   Trade payable          $805,451
4000 Warner Blvd
Burbank, CA 91522

Buena Vista Television         Trade payable          $379,578
500 S Buena Vista St.
Burbank, CA 91521-9722

Nielsen Media Research         Trade payable          $365,280
770 Broadway
New York, NY 10003

CBS Paramount Domestic TV      Trade payable          $348,416
5555 Melrose Avenue
Los Angeles, CA 90038

CBS Television Network         Trade payable          $323,356
51 W 52nd St
New York, NY 10019

Tanner, Ballew and Maloof      Trade payable          $237,193
Inc.

Twentieth Century Fox          Trade payable          $184,751

Pricewater Housecoopers LLP    Trade payable          $149,200

Spectrasite Communications     Trade payable          $141,074
Inc.

Cox-HRP                        Trade payable          $128,722

Inergize Digital Media         Trade payable          $106,934

Weather Service International  Trade payable          $97,695

Associated Press               Trade payable          $93,482

Katz TV                        Trade payable          $90,942

Apex                           Trade payable          $69,114

Thomson Inc.                   Trade payable          $67,898

ASCAP                          Trade payable          $60,710

Blue Cross Blue Shield         Trade payable          $56,702
Georgia

BMI-Broadcast Music            Trade payable          $54,734

Ohio Edison                    Utility                $49,633

NRS Media, LLC                 Trade payable          $49,111

Harris Corporation             Trade payable          $45,580

Fox Broadcasting Company       Trade payable          $40,985

Universal City Studios         Trade payable          $39,000

Ballard Advertising            Trade payable          $38,247

National City Media Finance    Trade payable          $35,832

Wide Orbit Inc.                Trade payable          $32,713

Music Reports Inc. (MRI)       Trade payable          $30,865


OAKVIEW BP 93 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Oakview BP 93 LLC
        2343 Brittany Ln
        Lodi, CA 95242

Bankruptcy Case No.: 09-34595

Chapter 11 Petition Date: July 14, 2009

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

Judge: Christopher M. Klein

Debtor's Counsel: David C. Johnston, Esq.
                  1014 16th St
                  PO Box 3212
                  Modesto, CA 95353
                  Tel: (209) 521-6260

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 Martin O'Leary, managing member of the
Company.


ODYSSEY RE: Moody's Affirms Preferred Stock Rating at 'Ba2'
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Odyssey Re
Holdings Corp. (senior debt at Baa3) and the insurance financial
strength ratings of its rated operating subsidiaries (insurance
financial strength at A3).  The outlook for the ratings is stable.

Odyssey Re's ratings reflect the company's solid position within
the competitive broker reinsurance marketplace, its high-quality
investment portfolio and improving gross underwriting leverage and
financial leverage metrics.  These strengths are tempered by the
inherent volatility of its catastrophe risk exposures and the
potential for additional adverse loss reserve development on its
casualty reserves.

According to Moody's, Odyssey Re has produced industry-leading
profitability metrics over the past several years due both to the
favorable underwriting environment and significant realized gains
in its investment portfolio.  The resulting growth in capital at
the company has had a meaningful impact in reducing the company's
gross underwriting leverage and adjusted financial leverage -- a
clear credit positive.  However, excluding realized gains, the
company's performance on an operating basis has typically been
below that of its peer group average in recent years, largely due
to adverse loss reserve development on casualty business written
during the last soft-cycle, reserve charges for legacy asbestos
exposures and reduced investment yields due to the company's
significant holdings of cash and short-term investments.

Moody's believes that core underwriting results at the company are
likely to be subdued over the near to medium term due to soft
pricing for casualty risks, and adverse loss reserve development
could also continue be a drag on earnings.  Moody's also notes
that Odyssey Re's catastrophe risk exposure has been increasing,
which could subject the company's results and capital position to
significant volatility.

Moody's current ratings on Odyssey Re contemplate 1) the absence
of material adverse loss reserve development (greater than 5% of
carried reserves in a 12 month period); 2) for adjusted financial
leverage to remain below 30%; and 3) losses from catastrophes will
not result in an impact on shareholders' equity of greater than
10%.  Meaningful and sustainable improvement in the company's
operating returns, greater consistency of loss reserve strength
and reduced catastrophe risk exposures relative to capital could
place upward pressure on the ratings.

These ratings have been affirmed with a stable outlook:

* Odyssey Re Holdings Corp. -- senior debt at Baa3; preferred
  stock at Ba2;

* Odyssey America Reinsurance Corporation -- insurance financial
  strength at A3;

* Clearwater Insurance Company -- insurance financial strength at
  A3;

The last rating action on Odyssey Re occurred on May 9, 2006, when
Moody's changed the outlook to stable from negative following the
resolution of issues related to accounting restatements at the
company.

Odyssey Re Holdings Corp., headquartered in Stamford, Connecticut,
is majority owned by Fairfax Financial Holdings, and primarily
writes commercial reinsurance coverages through its flagship
company, Odyssey America Reinsurance Corporation.  For the first
three months of 2009, ORH reported gross premiums written of
$555 million and net income of just under $1 million.  As of
March 31, 2009, shareholders' equity was approximately
$2.7 billion.


OSCIENT PHARMACEUTICALS: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Oscient Pharmaceuticals Corporation
          fka Genome Therapeutics Corp.
        1000 Winter Street, Suite 2200
        Waltham, MA 02451

Case No.: 09-16576

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Acquisition Corporation                            09-16579

Type of Business: The Debtor operates a pharmaceutical company.

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Charles A. Dale III, Esq.
                  K&L Gates LLP
                  State Street Financial Center
                  One Lincoln Street
                  Boston, MA 02111
                  Tel: (617) 261-3112
                  Fax: (617) 261-3175
                  Email: chad.dale@klgates.com

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

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

The petition was signed by Steven M. Rauscher, the company's
president and chief executive officer.

Oscient Pharmaceuticals' List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
U.S Bank N.A., as indenture    Notes                  $32,497,000
trustee for the 12.50%
convertible guaranteed senior
notes due January 15, 2011
(the "Second Lien Notes")
issued under the Indenture
dated as of November 25, 2008,
by and among Oscient
Pharmaceuticals Corp.,
Guardian II Acquisition Corp.,
and U.S. Bank N.A.

Corporate Trust Services
One Federal Street, 3rd Floor
Boston, MA 02110

U.S Bank N.A., as indenture    Notes                  $12,722,108
trustee for the 3.50%
convertible promissory
notes due 2011
issued under the Indenture
dated as of May 1, 2007,
between Oscient
Pharmaceuticals Corp.,
and U.S. Bank N.A.

Corporate Trust Services
One Federal Street, 3rd Floor
Boston, MA 02110

BB Bioventures LP              Second Lien Note       $6,571,000
601 Gateway Blvd, Suite 350
South San Francisco, CA 94080

Abbott                         Claim                  $5,500,000
200 Abbott Park Road
Abbott Park, IL 60064

Maverick Fund, L.D.C.          Second Lien Note       $4,759,000
300 Crescent Court, Suite 1850
Dallas, TX 75201

Motorlease Corporation         Contract               $2,544,854
1506 New Britain Ave.
Farmington, CT 06032

Maverick Fund, L.D.C.          Second Lien Note       $2,419,000
300 Crescent Court
Suite 1850
Dallas, TX 75201

Ethypharm S.A.                 Contract               $1,576,999
194 Bureaux de la
Colline-Batiment D
92213 Saint Cloud, France

United Health Group            Rebate                 $1,555,000
P.O. Box 1459
Minneapolis, MN 55440

Medco Health Solutions, Inc.   Rebate                 $1,287,314
100 Parsons Pond Drive
Mail Stop E1-5
Franklin Lakes, NJ 07417

Rx Solutions Inc.              Rebate                 $1,097,070

William Rutter Revocable       Debt                   $1,037,864
Trust

Aetna Health Management, LLC   Rebate                 $999,100

Cardinal Health PTS, LLC       Contract               $875,373

Maverick Fund II, Ltd.         Second Lien Note       $874,000

U.S Bank N.A., as indenture    Notes                  $830,209
trustee for the 3 1/2%
senior convertible promissory
notes due April 2011
issued under the Indenture
dated as of May 10, 2004,
between Oscient
Pharmaceuticals Corp.
and U.S. Bank N.A.

MPM Bio Venture Parallel       Second Lien Note       $800,000
Fund L.P.

ARE-San Francisco No. 17, LLC  Lease                  $783,902

Caremark, LLC                  Rebate                 $616,000

CaremarkPCS Health, LP         Rebate                 $501,320

LG Life Sciences, Ltd.         Contract               $465,000

McKesson Drug Company          Contract               $380,000

Rutter, William H.             Debt                   $324,332

Rutter, Cythia S.              Debt                   $324,332

Creighton University           Contract               $300,000

Drug Place, Inc.               Rebate                 $263,236

Dendrite Interactive           Contract               $252,543
Marketing LLC

California Department of       Rebate                 $240,000
Health Services

Source Healthcare Analytics    Contract               $231,286
Inc.

Echo Torre Lazure              Contract               $222,092


PANCAKE PARTNERS: Case Summary & 70 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pancake Partners, LLC
           dba International House of Pancakes
        2236 Delaware Avenue
        Buffalo, NY 14216

Bankruptcy Case No.: 09-13215

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Debtor's Counsel: Mark J. Schlant, Esq.
            404 Cathedral Place
            298 Main Street
            Buffalo, NY 14202
            Tel: (716) 855-3200
            Email: mschlant@zsa.cc

Total Assets: $37,005

Total Debts: $5,297,461

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

            http://bankrupt.com/misc/nywb09-13215.pdf

The petition was signed by L. Joseph Woodard.


PHOENIX WORLDWIDE: Can Hire Bast Amron LLP as Counsel
-----------------------------------------------------
The Hon. Laurel Myerson Isicoff of the U.S. Bankruptcy Court for
the Southern District of Florida authorized Phoenix Worldwide
Industries to employ Bast Amron LLP as its counsel.

The firm is expected to:

   a) advise the Debtor with respect to its responsibilities in
      complying with the United States Trustee's Guidelines and
      Reporting Requirements and with the rules of the Court;

   b) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the Chapter 11 cases;

   c) protect the interests of the Debtor in all matters pending
      before the Court; and

   d) represent the Debtor in negotiations with its creditors
      and in the preparation of a plan.

Jeffrey Bast, Esq., attorney of the firm, will charge at $405 per
hour and the firm's other managing partners bill at $350 per hour.

The Debtor assures the Court that the firm is a "disinterested
person" within the definition of Section 101(14) of the
Bankruptcy Code.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., 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.  According to the Chapter 11 petition,
the Debtor has assets and debts both ranging from $10 million to
$50 million.


PHOENIX WORLDWIDE: Can Initially Access Cash Securing C3's Loan
---------------------------------------------------------------
Hon. Laurel Myerson Isicoff of the Southern District of Florida
authorized, on the interim basis, Phoenix Worldwide Industries,
Inc. to:

   -- access cash securing repayment of loan with Banex Capital,
      LLC or C3 Capital Partners, L.P. and C3 Capital Partners II,
      L.P.; and

   -- grant postpetition liens and replacement security interests
      liens as adequate protection to the lenders' interests in
      the Debtors' use of cash collateral.

The Court will conduct a further hearing on the motion on July 27,
2009, at 10:30 a.m. at Courtroom 1406, U.S. Courthouse at 51 SW
1st Ave., Miami Florida.

C3 Capital asserts an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.  C3 Capital
provided $500,000 loan the Debtor.

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.


PROBULK INC: Maritime Insurers Can't Cancel Coverage
----------------------------------------------------
WestLaw reports that the termination, by foreign insurers, of the
insurance of corporate Chapter 7 debtors due to an insolvency
event would have an immediate, substantial, direct, and
foreseeable impact on the United States debtors that the
Bankruptcy Code's automatic stay and anti-forfeiture provisions
were designed to prevent, and would also subvert the interest of
the United States in administering the bankruptcy proceedings of
domestic corporations in one forum.  Therefore, the interim
trustee made a prima facie case that the bankruptcy court had
personal jurisdiction over the insurers that provided the debtors
with world-wide protection and indemnity coverage in connection
with the debtors' maritime operations for the purposes of the
trustee's motion for preliminary injunction against the purported
termination of the debtors' insurance.  In re Probulk Inc., ---
B.R. ----, 2009 WL 1943680 (Bankr. S.D.N.Y.).

Salvatore LaMonica, Esq., serving as the Interim Chapter 7 Trustee
of the estates of Probulk Inc., and 72 related debtors (Bankr.
S.D.N.Y. Case No. 09-14014) which owned, operated, or managed one
or more ocean-going reefers, dry bulk ships, tankers, containers,
or freezer vessels, sued North of England Protecting and Indemnity
Association Limited and UK P & I Club d/b/a United Kingdom Mutual
Steam Ship Assurance Association (Bermuda) Limited and The United
Kingdom Mutual Steam Ship Assurance Association (Europe) Limited
(Bankr. Adv. Pro. No. 09-01315), to prevent the insurers that
provided coverage for the debtors' vessels from canceling
outstanding insurance or, to the extent necessary, to require the
insurers to restore coverage that existed prior to the debtors'
bankruptcy filings.  The Honorable Alan L. Gropper granted the
preliminary injunction requested by the Trustee.


PROLIANCE INT'L: Gets Interim Approval to Use Operating Revenues
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Proliance International Inc. and its debtor-affiliates to use
operating revenues to pay payroll, suppliers, and utility
expenses, as they seek to complete the sale of their assets.

The Debtors' operating revenues have been pledged as collateral
under a certain credit and guaranty agreement dated July 19, 2007,
entered between the Debtors and Silver Point Finance LLC.  The
credit agreement provides for a $100 million facility consists of:

   i) a $50 million term loan;

  ii) a $25 million revolver A that included a $7.5 million
      subfacility for the issuance of letters of credit; and

iii) a $25 million revolver B.

The term loan has a five-year term and all amounts outstanding are
due on July 12, 2012.

As adequate protection, the prepetition lender will receive first
priority replacement liens on all property of the Debtors.

A hearing is set for July 21, 2009, at 3:00 p.m., to consider
final approval of the Debtors' request.

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


PROLIANCE INT'L: Wants Centrum as Lead Bidder for All Assets Sale
-----------------------------------------------------------------
Proliance International Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
bidding procedures that will govern the sale of substantially all
of their assets.

The Debtors tell the Court that, given their present liquidity
situation and continuing deterioration of their business, an
expeditious sale of their assets is the best option available for
them to maximize the value of their assets.  The Debtors and
Centrum Equities XV LLC have entered into a purchase asset
agreement dated July 2, 2009.  The purchase agreement provides
Centrum Equities will pay:

   i) $500,000 upon execution of the agreement and an additional
      $1.5 million within three business days of such execution to
      an escrow agent; and

  ii) $19.5 million in cash upon closing to the sellers, subject
      to a working capital adjustment under the sale deal.

The sale to Centrum is subject to higher and better offers at an
auction.  If the Debtors consummate the sale to another party,
Centrum Equities will get $900,000 break-up fee pls $275,000
expense reimbursement.

In order to participate in the auction, bidder must deliver a good
faith deposit equal to 10% of the purchase price.  The Debtors
have not set definite dates for the bid deadline, auction and sale
hearing.

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


PROPEX INC: PwC to Prepare Tax Returns for 2008 and 2009
--------------------------------------------------------
Propex Inc. and its affiliates seek the U.S. Bankruptcy Court for
the Eastern District of Tennessee's permission to amend the scope
of PricewaterhouseCoopers LLP's services to include services
regarding the preparation of federal and state income tax returns
for 2008 and for 2009 through the 2009 tax year ending April 24,
2004.  PwC will perform the contemplated services pursuant to a
letter agreement dated as of June 29, 2009.

Under the Letter Agreement, PwC will be paid a modified fixed fee
structure premised on its standard hourly rates, with a minimum
total fee of $135,000 and a maximum total fee of $150,000.

The Debtors paid PwC a retainer, totaling $150,000, on April 23,
2009.

A full-text copy of the Letter Agreement is available at no
charge at http://bankrupt.com/misc/Propex_PWCJune29Letter.pdf

                       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)


PROVIDENT ROYALTIES: Committee Requests for Independent Trustee
---------------------------------------------------------------
The official committee of unsecured creditors of Provident
Royalties LLC, LLC, et al., asks the U.S. Bankruptcy Court for the
Northern District of Texas to appoint an independent trustee in
the Debtors' Chapter 11 cases.

As reported in the Troubled Company Reporter on July 14, 2009, the
United States District Court for the Northern District of Texas
appointed Dennis L. Roossien, Jr., as receiver for Provident
Royalties, LLC, and its affiliates.  The District Court vested the
Receiver with powers to take possession of the Debtors' property,
administer the Debtors' estates, and to investigate and prosecute
claims.

Attorneys at Gardere Wynne Sewell, LLP, the proposed counsel to
the Committee, says that the Receiver will clearly exercise this
broad array of powers under the District Court Order for the
benefit of the Debtors' allegedly defrauded investors, to the
detriment of the remaining creditors.  In contrast, a trustee must
act in the best interests of all creditors.  Gardere Wynne futher
states that the District Court Order not only usurps the
Bankruptcy Court's exclusive jurisdiction over the assets of the
Debtors but also creates a conflict of interest by placing the
Receiver in the "untenable position of having to protect the
interests of two distinct groups seeking recovery from the same
pool of assets."

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


PROVIDENT ROYALTIES: U.S. Trustee Forms 9-Member Creditors Panel
----------------------------------------------------------------
The United States Trustee for the Northern District of Texas
appointed nine members to the Official Committee of Unsecured
Creditors in the bankruptcy cases of Provident Royalties, LLC.

The Committee members are:

     -- Foxborough Energy Company, LLC;
     -- Baker Hughes Oilfield Operations, Inc.;
     -- Schlumberger Technology Corporation;
     -- CGZ, LLC (d/b/a Adair Land & Leasing);
     -- Newfield Exploration Mid-Continent, Inc.;
     -- Penny Enterprises, Inc.;
     -- Rick Barrett;
     -- PFM, LLC; and
     -- Circle C Energy, LLC

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

Judge Sam A. Lindsey of the United States District Court for the
Northern District of Texas has appointed Dennis L. Roossien, Jr.,
as receiver for Provident Royalties and its affiliates.  The
United States Securities and Exchange Commission sought
appointment of the receiver.  The SEC filed a complaint on July 2,
2009, and obtained an emergency asset freeze against Provident
Royalties for allegedly running a $485 million Ponzi scheme.


PROVIDENT ROYALTIES: New List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Provident Royalties LLC and its affiliated debtors have filed with
the U.S. Bankruptcy Court for the Northern District of Texas an
amended consolidated list of their 20 largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Devon Energy Production Co. LP   trade debt        $2,029,933
20 N. Broadway
Oklahoma City, OK 73102
Tel: (405) 228-2413
Fax: (405) 552-1436

Adair Land & Leasing             trade debt        $1,087,304
200 E. 10th Street Plaza
Edmond, OK 73034
Tel: (405) 285-2596
Fax: (405) 330-4872

Questar Exploration & Western    trade debt        $1,052,227
Midcontinent Division
Production Co.
180 E. 100 S.
Salt Lake City, UT 84139
Tel: (801) 324-2768
Fax: (801) 324-2790

BP America Production Company    trade debt        $647,051

Cornerstone E&P Co. LP           trade debt        $586,796

Newfield Exploration             trade debt        $542,704
Midcontinent Inc.

Antero Resources Corp.           trade debt        $476,593

Hamm & Phillips Services Co.     trade debt        $404,797
Inc.

XTO Energy Inc.                  trade debt        $260,772

Champion Drilling Fluids Inc.    trade debt        $235,787

Cimmaron Field Services Inc.     trade debt        $193,254

Western Oil & Gas                trade debt        $168,386

Andarko Consultants Inc.         trade debt        $136,319

Halliburton Energy Serv. Inc.    trade debt        $121,946

Baker Hughes                     trade debt        $121,394

Avatar Energy LLC                trade debt        $117,404

Longfellow Energy LP             trade debt        $104,343

Circle C Energy LLC              trade debt        $104,270

Sierra Engineering               trade debt        $84,844

Terra Renewal                    trade debt        $80,452

The list was prepared with information existing as of June 22,
2009.

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


PROVIDENT ROYALTIES: U.S. Trustee Appoints 9-Member Panel
---------------------------------------------------------
William T. Neary, United States Trustee for Region 6, appointed
nine creditors to serve on the official committee of unsecured
creditors in Provident Royalties, LLC, and its debtor-affiliates'
jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Robert S. May, Chairman
        Email: bobmay@rsinvestments.com
        Foxborough Energy Company, LLC
        6501 Broadway Extension, Suite 220
        Oklahoma City, OK 73116
        Tel: (405) 286-3526
        Fax: (405) 607-8375

     b) Susan Wooley
        Email: susan.wooley@bakerhughes.com
        Baker Hughes Oilfield Operations, Inc.
        2929 Allen Parkway, Suite 2100
        Houston, TX 77019
        Tel: (713) 439-8774
        Fax: (281) 582-4031

     c) Mickey Stephenson
        Schlumberger Technology Corporation
        14131 Midway Road, Suite 700
        Addison, TX 75001
        Tel: (972) 789-7779
        Fax: (972) 980-2208

     d) Duane Adair
        Email: duane@adairlandandleasing.com
        CGZ, LLC
        d/b/a Adair Land & Leasing
        P.O. Box 685
        200 E. 10th Street Plaza
        Edmond, OK 73034
        Tel: (405) 340-7261
        Fax: (405) 330-4872

     e) Darrell Jones
        drjones@newfield.com
        Newfield Exploration Mid-Continent, Inc.
        363 N. Sam Houston Parkway East #2020
        Houston, TX 77060
        Tel: (281) 668-2673

     f) Shaun Penny
        penny.shaun@gmail.com
        Penny Enterprises, Inc.
        18147 Copper River Drive
        College Station, TX 77845
        Tel: (979) 229-2748
        Fax: (979) 690-9927

     g) Rick Barrett
        championmyd@sbcglobal.net
        P.O. Box 94817
        Oklahoma City, OK 73143
        Tel: (405) 321-1365
        Fax: (405) 321-3154

     h) Robert D. Portman
        bportman@pfmland.com
        PFM, LLC
        5959 W. Loop S, Suite 202
        Bellaire, TX 77401
        Tel: (713) 839-9010
        Fax: (713) 839-0952

     i) John Childs
        jchilds@circlecenergy.com
        Circle C Energy, LLC
        837 Norton Drive
        Mesquite, TX 75149
        Tel: (979)733-8663
        Fax: (979) 733-8663

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

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


R & B TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: R & B Transportation, LLC.
        3701 Commercial Ave. NE
        Albuquerque, NM 87107

Bankruptcy Case No.: 09-13046

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

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

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/nmb09-13046.pdf

The petition was signed by Richard Martinez, managing member of
the Company.


RATHGIBSON INC: Court Grants Approval of $65 Million Loan
---------------------------------------------------------
According to Bloomberg News, RathGibson Inc. won court approval to
borrow as much as $65 million to help fund operations as it
restructures.

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware granted interim approval of the loan being
provided by affiliates of Wayzata Investment Partners LLC, Eaton
Vance Corp., and BlackRock Inc.

RathGibson will seek final approval to borrow a total of
$80 million at an Aug. 11 hearing.

According to Bloomberg, the Company said that without the loan, it
would be "unable to fund their operations and their reorganization
effort will fail before it begins."  The DIP financing will
provide customer, vendors and employees "the level of confidence
necessary to continue operating."

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.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.


RATHGIBSON INC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
ratings on RathGibson Inc. to 'D' from 'CC' as a result of the
company's filing for Chapter 11 bankruptcy protection.  S&P also
lowered the senior unsecured rating to 'D' from 'C'.

The ratings on RathGibson, a manufacturer of stainless steel and
alloy-welded tubular products owned by DLJ Merchant Banking
Partners, reflect the company's filing for Chapter 11 protection
on July 13, 2009.

"The company is seeking an $80 million debtor-in-possession
financing facility," said Standard & Poor's credit analyst Sarah
Wyeth.  "Pending further information from the bankruptcy
proceedings, the recovery ratings remain unchanged," she
continued.


RATHGIBSON INC: Moody's Cuts Default Rating to D on Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of RathGibson, Inc., to D from Ca.  The downgrade follows
the July 13, 2009 announcement that 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.

Subsequent to the actions, all ratings will be withdrawn.

This rating was changed:

Lowered Probability of Default Rating to D from Ca

These ratings will be withdrawn:

* Corporate Family Rating, Ca
* Senior Unsecured Note Rating, Ca (LGD 4, 65%)
* Probability of Default Rating, D
* Speculative Grade Liquidity Rating, SGL-4

The prior rating action was on June 23, 2009, when the corporate
family rating of RathGibson was downgraded to Ca from Caa2.

RathGibson'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 RathGibson's core industry and RathGibson's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

RathGibson is a manufacturer of highly engineered premium
stainless steel and alloy welded and seamless tubular products.
The company is headquartered in Lincolnshire, Illinois and has
operations in Janesville, WI; North Branch, NJ; Clarksville, AK;
and Marrero, LA.  During the twelve-month period ending April 30,
2009, RathGibson had approximately $292 million of revenues.


RATHGIBSON INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RathGibson, Inc.
           aka Mid-South Control Line, Inc.
           aka Gibson Tube, Inc.
           aka Rath Manufacturing Co., Inc.
       2505 Foster Avenue
       Janesville, WI 53547

Case No.: 09-12452

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Greenville Tube Company                            09-12453
RG Tube Holdings LLC                               09-12454
RGCH Holdings Corp                                 09-12455

Type of Business: Based in Lincolnshire, Illinois, RathGibson 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.

Chapter 11 Petition Date: July 13, 2009

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Matthew Barry Lunn, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building, 17th Floor
                  1000 West Street
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) -571-6600
                  Email: bankfilings@ycst.com

                  Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

Debtors'
Co-Counsel:       Willkie Farr & Gallagher LLP

Debtors'
Financial
Advisors:         Jefferies & Company Inc.
                  Mesirow Financial Consulting LLC


Debtors'
Special
Corporate
Counsel:          Kelley Drye & Warren LLP

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

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

The petition was signed by Jon M. Smith, the Company's chief
financial officer.

RathGibson Inc.'s List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
The Bank of New York,          Debt Securities        $209.2
as Indenture Trustee                                  million
The Bank of New York
101 Barclay Street, 8W
New York, NY 10007
Attn: Corporate Trust
Administration

Allegheny Ludlum Steel Co.     Trade                  $492,390
100 River Road
Brackenridge, PA 15014-1597

Huntington Alloys Corporation  Trade                  $1,208,713
3200 Riverside Drive
Huntington
WV 25705

Harley Kaplan                  Severance              $501,923
1310 Fiore Drive
Lake Forest, IL 60045

Krupp VDM Technologies          Trade                  $283,624
306 Columbia Turnpike
Florham Park, NJ 07932

Air Products And Chemicals     Trade                  $176,376

Dave Pudelsky                  Severance              $172,386

Barry Nuss                     Severance              $170,042

Alliant Energy                 Utility                $111,465

England Logistics                                     $92,000

Matt Bernstein                 Severance              $87,690

Rock County Treasurer          Tax                    $77,478

Sonoco Products Co. Baker      Trade                  $63,896

Handy & Harman Tube Co. Inc.   Trade                  $53,150

Hayes Industries Inc.          Trade                  $48,578

Magnetic Analysis Corp.        Trade                  $45,765

Timber Creek Resource LLC      Trade                  $42,562

Felker Brothers Corp.          Trade                  $39,052

Janesville Water &             Utility                $38,201
Wastewater Utilities

AMP Electric Inc.              Trade                  $32,000


RESORT INVESTMENTS OF HILTON: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Resort Investments of Hilton Head LLC
           aka Resort Investments LLC
        P.O. Box 7167
        Hilton Head Island, SC 29938

Bankruptcy Case No.: 09-05160

Chapter 11 Petition Date: July 14, 2009

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

Judge: Chief Judge John E. Waites

Debtor's Counsel: Michael W. Mogil, Esq.
                  303 Professional Building
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  Email: mwmogil@aol.com

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

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

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

The petition was signed by Nick D. Inman, manager of the Company.


RITE AID: S&P Changes Outlook to Stable; Affirms 'B-' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Rite Aid Corp. to stable from negative.  S&P also
affirmed the ratings on Rite Aid, including the 'B-' corporate
credit rating.

"The rating action follows Rite Aid's successful refinancing of
the bulk of its 2010 debt maturities, including a new $1.0 billion
asset-based revolving credit facility, thereby improving its
liquidity position and enhancing financial flexibility," said
Standard & Poor's credit analyst Ana Lai.  "Further, Rite Aid's
operating performance remains adequate and S&P expects cash flow
generation to improve due to operating initiatives to reduce
inventory and capital spending cuts, resulting in good levels of
positive free cash flow."

The ratings reflect the challenges Harrisburg, Pennsylvania-based
Rite Aid Corp. faces in improving both the operating performance
of the 1,800 acquired Eckerd stores and overall operations amid
intense industry competition.  They also reflect the company's
significant debt burden and thin cash flow protection.

Progress in turning around the operating performance at the
acquired Eckerd stores has been slower than expected.  In
addition, a weakening U.S. economy is dampening demand for
prescriptions and front-end merchandise at the core Rite Aid
stores.

Still, Rite Aid's operating performance remains adequate.
Comparable store sales increased 0.6% in the quarter ended May 30,
2009.  Pharmacy comparables increased 1.6% while front-end
comparables decreased 1.6% in the quarter.  Rite Aid reported
first-quarter results that were in line with Standard & Poor's
expectations.  EBITDA remained stable at about $220 million as of
May 29, 2009, compared with almost the same amount last year.
Free cash flow improved to $315 million from negative $252 million
as Rite Aid reduced inventory purchases and cut capital spending.

The outlook is stable and reflects Standard & Poor's expectation
that liquidity remains adequate following the refinancing of the
bulk of debt maturities and improved cash flow generation.
Although operating performance has stabilized, the effects of the
weakening U.S. economy and intense competition could pressure
performance at its core stores and make it more difficult to
improve performance at acquired stores.  S&P could revise the
outlook to negative or lower the ratings if cash flow generation
weakens due to underperformance and credit metrics to deteriorate
such that EBITDA interest coverage approaches 1.2x.  This could
result from sales growth slowing to 1% in 2009 and a margin
decline of 100-150 basis points.  Liquidity will also be a key
factor in considering a downgrade.  Given Rite Aid's onerous
capital structure, the inability to refinance the account
receivable securitization maturing in 2010, could result in a
lower rating.  Although not likely in the near term, S&P would
consider revising the outlook to positive if the company is
successful at turning around the Eckerd stores' performance,
thereby increasing profitability and cash flow, with credit
metrics strengthening such that leverage falls to less than 7.0x.


RIVERFRONT VENTURES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Riverfront Ventures, LLC
        a Delaware limited liability company
        113 N. San Vicente Blvd., Third Floor
        Beverly Hills, CA 90211

Case No.: 09-27898

Chapter 11 Petition Date: July 13, 2009

Debtor-affiliates that filed separate Chapter 11 petitions June 1,
2009:

        Entity                                     Case No.
        ------                                     --------
David Schwartzman                                  09-16565
San Feliciano Holding Company, LLC                 09-16563

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

Debtor's Counsel: Victor A. Sahn, Esq.
                  333 S Hope St, 35th Fl
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  Email: vsahn@sulmeyerlaw.com

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

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

The petition was signed by Brad Woomer.

Riverfront Ventures' List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
David Schwartzaman             Guaranty of Debt       $5,000,0000
113 N. San Vicente Blvd.,
3rd Floor
Beverly Hills, CA 90211

Ziegler Family Trust           Guaranty of Debt       $1,250,000
15760 Ventura Blvd.
Ste. 801
Encino, CA 91436

Fresno County Tax Collector    Real Property Taxes    $108,496
                                                      (0.00
                                                      secured)

Ingles-Braun & Associates      Civil Engineering      $76,235

Browning Contractors           Sewer and Water        $26,831
                               Contractor

Fran Doos                      Consulting Services    $14,000

Peters Engineering Group       Traffic Study          $9,600

Harbour & Associates           Civil Engineering      $5,868

Reznick Group                  Accounting Services    $3,950

Tommy's Water Truck            Grading Services       $3,640

DMB Ventrues, LLC              Cost Advanced          $3,000

Safety Newtork, Inc.           Construction Signage   $2,286

United Site Services           Construction Services  $587

Sagaser, Jones & Helsley       Legal Services         $518

VRPA Technologies, Inc.        Construction Services  $500

City of Fresno                 Weed Abatement         $465
Code of Enforcement

CSC Corporation                Supplies               $366

Constar Supply                 Site Security          $51

Central Pacific Bank           Underdeveloped Real    $18,152,845
220 South King Street          Property located in    (Unknown
Honolulu, HI 96813             Fresno, California      secured)

East West Bank                 Underdeveloped Real    $1,409,648
135 N. Los Robles Ave.,        Property located in    (Unknown
2nd Floor                      Fresno, California      secured)
Pasadena, CA 91101                                   ($18,152,845
                                                      senior lien)


RENAISSANCE PHYSICAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Renaissance Physical Therapy, LLC
        30200 Schoenherr Road
        Warren, MI 48088

Bankruptcy Case No.: 09-61702

Chapter 11 Petition Date: July 13, 2009

Debtor-affiliates that filed separate Chapter 11 petition
January 31, 2009:

        Entity                                     Case No.
        ------                                     --------
Rahat Malik                                        09-42577

Debtor-affiliate that filed separate Chapter 11 petition
September 11, 2008:

        Entity                                     Case No.
        ------                                     --------
Jack Rytel                                         08-62147

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

Judge: Walter Shapero

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: $0 to $50,000

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 Jack Rytel-Kuc, principal of the
Company.


RIGHT OF WAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Right of Way Maintenance Equipment Company
           dba ROWMEC
        11443 Old Hwy 105 E.
        Conroe, TX 77303

Bankruptcy Case No.: 09-35037

Chapter 11 Petition Date: July 13, 2009

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

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: $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/txsb09-35037.pdf

The petition was signed by John P. O'Hagan Sr., president of the
Company.


RONALD GILBERT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ronald Clayton Gilbert, Sr.
        1005 2nd Avenue North
        Clanton, AL 35045

Bankruptcy Case No.: 09-31845

Chapter 11 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Debtor's Counsel: Michael A Fritz Sr., Esq.
            Fritz & Hughes, LLC
            7020 Fain Park Drive, Suite 1
            Montgomery, AL 36117
            Tel: (334) 215-4422
            Fax: (334) 215-4424
            Email: bankruptcy@fritzandhughes.com

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

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

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/almb09-31845.pdf

The petition was signed by Mr. Gilbert.


SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List
-----------------------------------------------------------------
Debtor: Sanitary and Improvement District No. 251 of Sarpy County
           aka SID #251
        11440 W Center RD
        Omaha, NE 68144

Bankruptcy Case No.: 09-81825

Chapter 9 Petition Date: July 13, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Brian C. Doyle, Esq.
                  Fullenkamp Doyle & Jobeun
                  11440 West Center Road
                  Omaha, NE 68144
                  Tel: (402) 334-0700
                  Fax: (402) 334-0815
                  Email: brian@fdjlaw.com

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

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

The petition was signed by Chad LaMontagne.

Debtor's List of 21 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
First Bank & Tr Cozad;         Warrant                $610,049
Box 7; Cozad, NE 69130

Daniel T. Scully               Warrant                $604,367
9601 Firethorn
Lincoln, NE 68520

Curtis State Bank              Warrant                $397,838
Attn: John Wilkinson
301 Center Ave Box 45
Curtis, NE 69025

Daniel J. Hirschfeld           Warrant                $361,546
3606 Fourth Ave
Kearney NE 68845

Security First Bank            Warrant                $337,271
Rapid City SD
1540 Samco Rd.
Suite B
Rapid City, SD 57702

Robert M. Urwiller  Tr         Warrant                $292,274
16151 West Eagle Ridge Dr
Surprise AZ 85374

James C. Cripe                 Warrant                $238,116
11730 Farnam Street
Omaha, NE 68154

David Bailis & Lea Bailis      Warrant                $223,832

Censtat Financial Inc.         Warrant                $201,351

John C. Gerard                 Warrant                $187,888

Marvin F. Oberg &              Warrant                $179,736
Louisa N. Oberg

First Westroads Bank           Warrant                $156,678

Security National Bank Omaha   Warrant                $130,000

Robert J. Huck                 Warrant                $128,465

First National Bk              Warrant                $126,819

Lengemann & Associates PC      Warrant                $109,154

Estate of Roger D Anderson     Warrant                $100,000

Daniel R. Ripa                 Warrant                $100,000

J John Miller &                Warrant                $100,000
Karen K. Miller

First National Bank            Warrant                $100,000

James K. Grabouski             Warrant                $100,000


SHERMAG INC: Secures Extension of CCAA Stay Order
-------------------------------------------------
Shermag Inc. has obtained an order from the Quebec Superior Court
to extend to July 24, 2009, the period of the Court-ordered stay
of proceedings against Shermag and its subsidiaries, Jaymar
Furniture Corp., Scierie Montauban Inc., Megabois(1989) Inc.,
Shermag Corporation, and Jaymar Sale Corporation under the
Companies' Creditors Arrangement Act.

The purpose of the stay of proceedings is to provide the Company
with an opportunity to develop a plan of arrangement to propose to
its creditors.

According to the timetable of the public tender process launched
on June 4, 2009, the Company will have to come back before this
Court on July 24, 2009, so as to obtain its approval of the
various offers accepted.

RSM Richter Inc., the court appointed Monitor for the CCAA
proceedings, is managing the tender process.

                        About Shermag Inc.

Headquartered in Sherbrooke, Quebec, Shermag Inc. (TSX: SMG) --
http://www.shermag.com/eng/shermag.html-- designs, produces,
markets and distributes residential furniture.  The Company has
about 710 employees.  The Company filed for Chapter 15 bankruptcy
protection on December 10, 2008 (Bankr. M.D. N.C. Case No. 08-
12015).  Christine L. Myatt, Esq., who has an office at
Greensboro, North Carolina, is the Company's counsel.


SONORAN ENERGY: To Auction Off Assets; No Stalking Horse Bid Yet
----------------------------------------------------------------
Sonoran Energy, Inc., is seeking permission from the U.S.
Bankruptcy Court for the Northern District of Texas to sell
substantially all of its assets, pursuant to Sec. 363 of the
Bankruptcy Code, free and clear of liens and encumbrances.

Sonoran also wants the Court to approve competitive bidding
procedures to flush out higher and better bids for the assets.
The Debtor will appear before Judge Harlin DeWayne Hale on July 17
to seek approval of the bidding procedures.

At this point, the Debtor has no proposed stalking horse bidder.
Sonoran says its chief restructuring officer had ongoing talks
with at least eight potential bidders.

Sonoran says no party to date has indicated a willingness to serve
as investor for a Chapter 11 plan and it does not appear that a
standalone plan of reorganization is a feasible option.

The Debtor owns oil and gas operations in Texas and Louisiana.

Innovative Energy Services, Inc., an interested party to the case,
filed a joinder in support of the request.

Sonoran has set this timeline:

July 22 -- notice of potential assumption and assignment of
           contracts and leases

August 3 -- determination of qualified bidders

August 5 -- submission of initial bids

August 6 -- filing of sale objections

August 7 -- auction

Sonoran seeks to obtain approval of bid procedures by July 20.  It
intends to hold a sale hearing during the week of August 10 and
expects to close the sale within 15 days after that hearing.

At the July 17 hearing, the Court will also consider a request by
the United States Trustee to appoint a Chapter 11 trustee to
oversee the Debtor's estate pursuant to Sec. 1104(a) of the
Bankruptcy Code.

Sonoran has objected to the trustee request, citing it has already
hired outside management.  Sonoran also said budget is tight and
any additional professionals employed in the case would cause its
budget to be exceeded.

Sonoran is also seeking Court authority to hire Realization
Advisors, Inc., to perform restructuring services and designate
Michael L. Kayman as its Chief Restructuring Officer nunc pro tunc
to the Petition Date.  Sonoran says Mr. Kayman is an experienced
fiduciary "who is pursuing a time sensitive path to maximize the
value of this estate."

On Friday, the Court will also consider Sonoran's request to
employ Margaret Hall, Esq., Robert E. Richards, Esq., and Robert
Erich Richards, Esq., at Sonnenschein Nath & Rosenthal LLP as
bankruptcy counsel.

On June 25, the Court authorized the Debtors to access, on an
interim basis, cash securing repayment of loan with Standard Bank
plc as collateral agent.  The agent agreed to the Debtor's use of
cash collateral.

Sonoran has outstanding loan obligations to Standard Bank and
Nordkap Bank A.G. of more than $12 million in the aggregate.

In exchange for agreeing to the Debtor's use of its collateral,
Standard Bank required the Debtor to enter into an agreement or a
combination of agreements that alone or in combination provide for
the sale of substantially all of the Debtor's assets on or before
August 7, 2009; and obtain an order authorizing and approving the
Debtor's entry into one or more agreements and the sale of
substantially all of the Debtor's assets by August 14.

The Court will also hold a final hearing on the Debtor's cash
collateral motion on Friday.

Standard Bank and other Prepetition Secured Parties are
represented byDan B. Prieto, Esq., and Richard H. Engman, Esq., at
Jones Day.

No Official Committee of Unsecured Creditors has been formed in
the Debtor's case.

                     About Sonoran Energy, Inc

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


SOUTHERN HOME BUILDERS: Has Until July 27 to File Schedules
-----------------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee extended until July 27, 2009,
Southern Home Builders, LLC's time to file its schedules and
statement of financial affairs.

Murfreesboro, Tennessee-based Southern Home Builders, LLC, filed
for Chapter 11 on June 30, 2009 (Bankr. M. D. Tenn. Case No. 09-
07295) Elliott Warner Jones, Esq., at Drescher & Sharp PC
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


SOUTHERN HOME BUILDERS: Section 341(a) Meeting Slated for July 29
-----------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Southern Home Builders, LLC's Chapter 11 case on July 29, 2009,
at 2:00 p.m.  The meeting will be held at the Customs House, 701
Broadway, Room 100, Nashville, Tennessee.

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

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

Murfreesboro, Tennessee-based Southern Home Builders, LLC, filed
for Chapter 11 on June 30, 2009 (Bankr. M.D. Tenn. Case No. 09-
07295).  Elliott Warner Jones at Drescher & Sharp PC represents
the Debtor in its restructuring efforts.  The Debtor has assets
and debts both ranging from $10 million to $50 million.


STANDARD MOTOR: Issues $5.4 Million Promissory Note to D&Os
-----------------------------------------------------------
Standard Motor Products, Inc., on July 10, 2009, entered into a
Note Purchase Agreement with certain directors and executive
officers of the Company and the trustees of the Company's
Supplemental Executive Retirement Plan.

The Company issued to the Purchasers unsecured subordinated
promissory notes bearing interest at the rate of 15% per annum and
maturing on April 15, 2011, in the aggregate principal amount of
$5.4 million.  The Company may prepay all or any portion of the
promissory notes, without penalty, at any time or from time to
time prior to the maturity date, subject to borrowing availability
thresholds contained in the Company's revolving credit facility.
Proceeds of the promissory notes will be used to repay a portion
of the remaining balance of the Company's 6-3/4% Convertible
Subordinated Debentures at maturity on July 15, 2009.

                          Loan Amendments

On June 26, 2009, the Company and certain of its wholly owned
subsidiaries entered into an amendment of its Second Amended and
Restated Credit Agreement dated as of March 20, 2007, as further
amended, with General Electric Capital Corporation, as agent, and
a syndicate of lenders for a secured revolving credit facility.
The amendment provides for, among other things:

     -- The consent of the lenders to repay at maturity with funds
        from the Company's credit facility (a) the outstanding
        balance of approximately $32.1 million (plus interest) of
        the Company's 6.75% convertible subordinated debentures
        due July 15, 2009, (b) the outstanding balance of
        approximately $12.3 million (plus interest) of the
        Company's 15% convertible subordinated debentures due
        April 15, 2011, and (c) the Company's 15% unsecured
        promissory notes which the Company intends to issue
        approximately $5.0 - $5.4 million in the aggregate
        principal amount to certain directors and executive
        officers and the trustees of the Company's Supplemental
        Executive Retirement Plan in July 2009, which promissory
        notes will mature on April 15, 2011, subject to borrowing
        availability thresholds.

     -- The consent of the lenders to refinance, repurchase or
        redeem the Company's 15% convertible subordinated
        debentures and the Company's 15% unsecured promissory
        notes prior to the maturity date thereof with advances
        from the Company's credit facility, subject to borrowing
        availability thresholds.

     -- On the effective date of the amendment, the interest rates
        applicable to the Company's outstanding borrowings under
        the credit facility will increase, such that the margin
        added to the index rate will increase to between 2.25% -
        2.75% and the margin added to the LIBOR rate will increase
        to between 3.75% - 4.25%, in each case depending upon the
        level of excess formula availability as defined in the
        Credit Agreement.  As of the effective date of the
        amendment, the margin added to the index rate will be
        2.50% and the margin added to the LIBOR rate will be
        4.00%.

     -- The decrease in the amount of the aggregate amount of the
        credit facility from $263 million to $190 million.

     -- A one year extension of the maturity date of the Credit
        Agreement to March 20, 2013.

     -- Effective on the date of the repayment at maturity of the
        Company's 6.75% convertible subordinated debentures, the
        Company shall maintain minimum borrowing availability of
        at least $10 million.

On June 26, the Company also amended its credit agreement with GE
Canada Finance Holding Company, for itself and as agent for the
lenders.  The amendment provides for, among other things: (a) a
decrease in the amount of the term loan from $12 million to
$10 million; (b) a one year extension of the maturity date of the
Canadian credit agreement to March 20, 2013; and (c) an increase
in the interest rates applicable to the Company's outstanding
borrowings under the Canadian credit agreement to be in line with
the increases set forth in the Company's U.S. revolving credit
facility.

The Company said it maintains ordinary banking relationships with
General Electric Capital Corporation, certain of the other lenders
and their respective affiliates.  For these services, the parties
have received, and may in the future receive, customary
compensation and expense reimbursement.

                       About Standard Motor

Standard Motor Products, headquartered in Long Island City, New
York, is a manufacturer and distributor of replacement parts for
the automotive aftermarket industry.  The company is organized
into two principal divisions: (i) Engine Management (ignition and
emission parts; ignition wires; battery cables; and fuel system
parts) and (ii) Temperature Control (air conditioning compressors;
other air conditioning parts; and heater parts).  Standard Motor's
annualized revenues currently approximate $775 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 2, 2009,
Moody's Investors Service upgraded Standard Motor Products'
ratings, including its Corporate Family Rating to Caa1 from Caa2
and Probability of Default Rating to Caa2 from Caa3.  The outlook
remained negative.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STANFORD GROUP: CFO Davis Pleads "Not Guilty"; Released on Bail
---------------------------------------------------------------
Laurel Brubaker Calkins and Andrew M. Harris at Bloomberg News
report that Stanford International Bank Limited Chief Financial
Officer James "Jim" Davis, accused of aiding SIBL founder Robert
Allen Stanford, has pleaded not guilty to criminal charges against
him in a U.S. Court.  The report relates Mr. Davis was released by
U.S. Magistrate Judge Calvin Botley on US$500,000 bond with a
US$5,000 cash deposit, with his in-laws and son as co-signers.

According to the report, David Finn, Mr. Davis' lawyer, said his
client will change his plea to guilty at a hearing before U.S.
District Judge David Hittner in Houston within the next two weeks.
"We don't have an agreed sentence," the report quotes Mr. Finn as
saying.  "It's going to be completely the judge's call," Mr. Finn
added.  Bloomberg News relates Mr. Finn entered the plea on Mr.
Davis' behalf, repeating his intention to change the plea after
the government has time to notify victims, as required by federal
law.

Mr. Davis, the report points out, was charged with conspiracy to
commit mail, wire and securities fraud, as well as mail fraud and
conspiracy to obstruct a U.S. Securities and Exchange Commission
investigation.  "Mr. Davis plans to plead guilty to all three
counts, which carry a combined statutory maximum sentence of
thirty years, pursuant to a plea agreement with the United
States," prosecutors said in a July 9 court filing obtained by the
news agency.

As reported in the Troubled Company Reporter-Latin America on
April 14, 2009, citing Reuters, Mr. Finn said Mr. Davis was
expected to enter plea negotiations with federal prosecutors.  The
report related Mr. Finn said his client has been cooperating with
investigators and expects to enter into talks that could settle
civil charges and any possible criminal charges.  "As recently as
[April 8], Mr. Davis traveled to meet with several agents of the
FBI to locate and retrieve additional pieces of evidence that
could be important to the government's case," Mr. Finn told
Reuters in a telephone interview.  A TCRLA report on March 25,
citing The Wall Street Journal, related that Mr. Davis is
cooperating with authorities in the investigation of an alleged
multi-billion Ponzi scheme at Stanford Group.

                  About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on February 17,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STANFORD GROUP: Victims Sue Antigua & Barbuda Gov't for $8 Billion
------------------------------------------------------------------
Entities that invested with Robert Allen Stanford's Stanford
International Bank Limited are seeking US$8 billion in damages in
a lawsuit against the Antigua and Barbuda government.

The suit claims the government helped Mr. Stanford engineer a
multi-billion fraud scheme, Laurel Brubaker Calkins and Andrew M.
Harris of Bloomberg News report.  The report relates the
investors -- three from the U.S., three from Latin America, and a
trustee for a retirement plan -- filed their complaint before the
U.S. Bankruptcy Court for the Southern District of Texas in
Houston.

According to Bloomberg News, the investors said the island
government received money in exchange for helping the financier
conceal the financial condition of SIBL.  "Antigua is sovereign
but not above the law," the investors said in their complaint
obtained by Bloomberg.  "It became a full partner in Stanford's
fraud, and reaped enormous financial benefits from the scheme,"
they added.

Bloomberg News says the investors seek class action or group
status on behalf of all who were Stanford bank customers as
February 16, 2009.  "We're seeking to represent victims worldwide
to recover losses from the government of Antigua, which has
benefited tremendously from Mr. Stanford showering the island with
money," plaintiffs' investors lawyer Gregory Blue told Bloomberg
News in a phone interview.

                About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on February 17,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STANFORD GROUP: Lawyer's Second Attempt for Client's Bail Denied
----------------------------------------------------------------
Defense lawyer Dick DeGuerin's second attempt to obtain bail for
Robert Allen Stanford -- founder of Stanford International Bank
Limited -- was not granted by United States Judge David Hittner,
Caribbean360.com reports.  The report relates U.S. Judge Hittner
denied a motion filed by Mr. DeGuerin for a review of the order he
made on June 30, revoking the US$500,000 bail given by U.S.
Magistrate Judge Frances Stacy.

Judge Hittner previously considered Mr. Stanford a flight risk and
ruled that the defendant will remain in jail to await his August
25 trial.

The report notes Mr. DeGuerin has appealed to the U.S. Court of
Appeals in New Orleans in another attempt to secure his client's
release.  Mr. DeGuerin, as cited by the report, claimed in his
appeal that the U.S. government had misrepresented key facts on
Mr. Allen's ability and motive to flee.  According to the report,
Mr. DeGuerin said that in addition to the fact that his client,
who has dual U.S. and Antiguan citizenship, has surrendered his
three passports, he is now "penniless" as a result of the freeze
on his assets.

As reported in the Troubled Company Reporter-Latin America on
June 30, Agence France-Presse News said Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.

                 About Stanford International

Domiciled in Antigua, Stanford International Bank
Limited -- http://www.stanfordinternationalbank.com/-- is a
member of Stanford Private Wealth Management, a global financial
services network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on February 17,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STANFORD GROUP: Owner Hopes Appeals Court Will Grant Bail
---------------------------------------------------------
Robert Allen Stanford, founder of Stanford International Bank
Limited, said he is hoping an appellate court will free him from
the federal prison where he is currently housed, CaribWorldNews
reports.

According to the report, Mr. Stanford's defense lawyer, Dick
DeGuerin, said he will take the case to the Fifth Circuit Court of
Appeals after Judge David Hittner, without explanation, denied a
request to reconsider his June 30 decision denying Mr. Stanford
bail pending trial.

According to the report, Mr. DeGueri suggested that Mr. Stanford's
trial set on August 25 will need to be delayed, since it will take
up to a year to prepare for it.

Domiciled in Antigua, Stanford International Bank
Limited -- http://www.stanfordinternationalbank.com/-- is a
member of Stanford Private Wealth Management, a global financial
services network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on February 17,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STEEL-N-SQUARE: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steel-N-Square, Inc.
        490 Sibley Avenue
        Union Point, GA 30669

Bankruptcy Case No.: 09-31123

Chapter 11 Petition Date: July 13, 2009

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

Debtor's Counsel: Ernest V. Harris, Esq.
            P.O. Box 1586
            Athens, GA 30603
            Tel: (706) 613-1953
            Fax: (706) 613-0053
            Email: ehlaw@bellsouth.net

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

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

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

           http://bankrupt.com/misc/gamb09-31123.pdf

The petition was signed by Hilda Westergren.


SUN MICROSYSTEMS: Expects Wider Fiscal Fourth Quarter Loss
----------------------------------------------------------
Don Clark and Tess Stynes at The Wall Street Journal report that
Sun Microsystems Inc. projected a wider fiscal-fourth-quarter loss
and lower revenue than what Wall Street had been expecting.

WSJ relates that while analysts had predicted a one-cent loss on
revenue of $3.03 billion, Sun Microsystems projected a loss of six
cents a share to 16 cents a share on revenue of $2.58 billion to
$2.68 billion for the period ended June 30.  WSJ notes that Sun
Microsystems' results would continue a series of losses that
contributed to the Company's decision to sell itself to Oracle
Corp.  According to WSJ, Sun Microsystems suffered more than
competitors because many of its clients were concentrated in the
financial-services sector.

Oracle, says WSJ, reiterated that its acquisition of Sun
Microsystems would bring at least 15 cents a share to its
earnings, excluding items, in the first year after the deal
closes.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter on April 22, 2009,
Moody's placed the Ba1 corporate family and probability of
default ratings of Sun Microsystems, Inc., on review for possible
upgrade following the company's announcement that it has entered
into a definitive agreement to be purchased by Oracle for $9.50
per share or approximately $7.4 billion in cash ($5.6 billion net
of the company's cash and debt).  The transaction, which has been
approved by Sun's board of directors, is expected to close this
summer, subject to shareholder and regulatory approval as well as
standard closing conditions.

According to the TCR on April 22, 2009, Standard & Poor's Ratings
Services said that it revised its CreditWatch listing, including
that for its  'BB+' corporate credit rating, on Santa Clara,
California-based Sun Microsystems Inc. to CreditWatch with
positive implications from CreditWatch with developing
implications.


TEEBEEDEE INC: Shuts Down, Blames Business Model
------------------------------------------------
Tomio Geron at The Wall Street Journal blog, Venture Capital
Dispatch, reports that TeeBeeDee Inc. has shut down.  TeeBeeDee
posted on its Web on July 5 that it would be closing within two
weeks.

VentureWire quoted TeeBeeDee CEO Robin Wolaner as saying, "The
economy made fund-raising more difficult.  But I'm convinced that
if we had a different business model we'd be able to do fund-
raising.  We just didn't find a way to make this big enough to
make it sustainable."  Citing Mr. Wolaner, Venture Capital
Dispatch states that TeeBeeDee at its peak was receiving less than
200,000 monthly unique visitors and nine million page views, but
the site would need to be five to 10 times bigger than that to be
sustainable.

According to Venture Capital Dispatch, TeeBeeDee added a virtual
goods system in recent months, but it wasn't enough to keep the
Company going, and the site didn't reach the kind of growth that
more general social networks like Facebook have seen.

Venture Capital Dispatch relates that Mr. Wolaner is reviewing
offers for TeeBeeDee's Web site and assets.

TeeBeeDee Inc., a social network for people over age 40, started
running in September 2007.  It had raised $4.8 million in Series A
funding from Shasta Ventures and Monitor Ventures.


THOMAS KONIG: Proposes Michaelson Susi as Bankruptcy Counsel
------------------------------------------------------------
Thomas Konig asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ Michaelson Susi and
Michaelson as counsel.

MS&M will represent the Debtor in the Chapter 11 case

Peter Susi, a member at MS&M, tells the Court that MS&M received a
$75,000 prepetition retainer.

The hourly rates of MS&M's personnel are:

     Mr. Susi                          $475
     Franklyn S. Michaelson            $475
     Jon Gura                          $340
     Legal Assistants                   $95

Mr. Susi assures the Court that MS&M is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Susi can be reached at:

     Michaelson Susi and Michaelson
     7 W. Figueroa 2nd Floor
     Santa Barbara, CA 93101-3191
     Tel: (805) 965-1011
     Fax: (805) 965-7351

                         About Thomas Konig

Santa Barbara, California-based Thomas Konig filed for Chapter 11
on July 1, 2009 (Bankr. C.D. Calif. Case No. 09-12617) Peter Susi,
Esq. at Michaelson Susi and Michaelson represents the Debtor in
its restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


TRAVELPORT LLC: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on travel distributor Travelport LLC
(the indirect subsidiary of Travelport Ltd. and Travelport
Holdings Ltd.) to 'SD' from 'B-'.  S&P lowered ratings on the
company's euro-denominated floating rate senior notes to 'D' from
'CCC+', and on the company's euro-denominated subordinated notes
to 'D' from 'CCC', based on confidential information the company
has made available to us regarding the purchase of its own debt,
in accordance with S&P's criteria for distressed-debt redemptions.
In addition, S&P lowered the ratings on the company's dollar-
denominated senior notes to 'CCC-' from 'CCC+', and lowered the
ratings on the company's dollar-denominated subordinated notes to
'CC' from 'CCC', based on Travelport Ltd.'s July 2, 2009 8K
filing, which indicated the company (the indirect parent of
Travelport LLC), its subsidiaries, affiliates, officers,
directors, and controlling shareholders may, periodically,
purchase its debt securities or loans in open market or privately
negotiated transactions.  If the company or its affiliates
purchased its debt securities or loans in open market or privately
negotiated transactions, this would likely meet S&P's criteria for
a distressed-debt redemption.  S&P is accordingly lowering these
ratings, because S&P sees an increased likelihood of such
transactions.  S&P did not lower its issue-level rating on
Travelport LLC's term loans because all prepayments must be
completed on a pro-rata basis at par.

S&P also lowered its issue-level rating on Travelport Holdings
Ltd.'s PIK loan to 'D' from 'CCC'.  S&P based this action on the
additional purchase of this debt in a privately negotiated
transaction after S&P's June 9, 2009 review that met S&P's
criteria for a distressed-debt redemption.

"We did not lower the corporate credit rating on Travelport
Holdings Inc. (B-/Stable/--), as S&P had previously lowered it to
'SD' on June 5, 2009, and subsequently raised it to its current
rating level on June 9, 2009, based on the earlier repurchase of
its PIK loan that met S&P's criteria for a distressed-debt
redemption," said Standard & Poor's credit analyst Betsy R.
Snyder.

"We expect to review the effect of the debt repurchases on
Travelport LLC's financial profile in the next few days, and to
subsequently raise the corporate credit rating on Travelport LLC
back to 'B-' on the conclusion of S&P's review," she continued.


UCBH HOLDINGS: Fitch Downgrades Issuer Default Ratings to 'CCC'
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of UCBH Holdings, Inc. and its bank subsidiary, United Commercial
Bank, to 'CCC'.  The ratings have been removed from Rating Watch
Negative, placed on April 24, 2009.

The downgrade reflects the recent announcement by UCBH that the
company will defer on its dividend payments for its hybrid
obligations.  This also includes deferral on the $298 million of
preferred stock issued to the U.S. Treasury as part of the capital
purchase program.  While the holding company presently has
sufficient cash resources to pay these dividends, Fitch believes
that future dividend payments would have likely been restricted.
Given the announced deferral of payments, the ratings of these
securities have been downgraded to 'C'.  Moreover, given UCBH's
financial pressures, Fitch anticipates that the company will
likely be subject to regulatory action, which would potentially
weaken the parent company's financial profile further.

Fitch has for some time been concerned with UCBH's capital
position, given the company's current credit pressures.  UCBH has
experienced considerable credit deterioration to date and the
company remains highly exposed to commercial real estate in
problematic markets, which Fitch believes will incur higher loss
rates in the future.  UCBH is considering several capital raising
initiatives to strengthen its capital position and to shore up the
holding company's financial resources.  To that end, UCBH remains
in discussions with China Minsheng Bank regarding a third stage
investment in the company, which could bring in some needed
capital.  Beyond the potential China Minsheng investment, the
prospects for raising equity from external sources is considered
low given UCBH's credit challenges.

Fitch has assigned a Recovery Rating of 'RR6' to the preferred and
trust preferred securities of UCBH.  The 'RR6' implies recovery
between 0%-10% on these issues should the issuer fail or default.
The Recovery Rating of 'RR3' assigned to uninsured deposits
implies a recovery between 51%-70%.

UCBH is a $13 billion banking company headquartered in San
Francisco, with domestic operations in Atlanta, Boston, Houston,
New York City and Seattle and a growing presence in the greater
China region.  UCBH focuses on servicing the major Asian
communities in the U.S.

Fitch has downgraded these ratings:

UCBH Holdings, Inc.

  -- Long-term IDR to 'CCC' from 'B+';
  -- Short-term IDR to 'C' from 'B';
  -- Preferred Stock to 'C/RR6' from 'CCC/RR6';
  -- Individual to 'E' from 'D'.

United Commercial Bank

  -- Long-term IDR to 'CCC' from 'BB-';
  -- Short-term IDR to 'C' from 'B';
  -- Long-term Deposits to 'B-/RR3' from 'BB';
  -- Individual to 'E' from 'D'.

UCBH Trust Co.
UCBH Capital Trust I
UCBH Capital Trust II
UCBH Capital Trust III
UCBH Capital Trust IV
UCBH Capital Trust V
UCBH Holdings Statutory Trust I
UCBH Holdings Statutory Trust II

  -- Trust Preferred Securities to 'C/RR6' from 'CCC/RR6'.

Fitch has affirmed these ratings:

United Commercial Bank

  -- Short-term deposits at 'B'.

UCBH Holdings, Inc.
United Commercial Bank

  -- Support at '5';
  -- Floor at 'NF'.


UCBH HOLDINGS: Defers Payments on Trust Preferred Shares
--------------------------------------------------------
UCBH Holdings, Inc. (NASDAQ: UCBH), the holding company of United
Commercial Bank (UCBTM), says it will "strengthen and
preserve capital, aggressively manage its loan portfolio and
nonperforming assets, and improve core business performance" by
(i) developing a comprehensive capital plan, including the
engagement of a financial advisor, (ii) suspension and deferral of
the cash dividends on common and preferred stocks, and (iii)
deferral of interest payments on $281.5 million of trust preferred
securities.

By taking these actions, the Company expects to save approximately
$46.2 million in annual cash payments and further strengthen its
Tier 1 capital ratio by approximately 15 basis points.

The Company has engaged an unidentified financial advisor as part
of its comprehensive capital planning activities, and expects to
take actions that will improve its tangible common equity in
conjunction with the completion of the financial restatement and
the subsequent issuance of current financial statements.

                  About UCBH Holdings, Inc.

UCBH Holdings, Inc., is the holding company for United Commercial
Bank, a state-chartered commercial bank, which is a leading bank
in the United States serving the Chinese communities and American
companies doing business in Greater China.  Together, the Bank and
its subsidiaries, including United Commercial Bank (China)
Limited, operate 51 California branches and offices located in the
San Francisco Bay Area, Sacramento, Stockton, Los Angeles and
Orange counties, nine branches in New York, five branches in
metropolitan Atlanta, three branches in New England, two branches
in the Pacific Northwest, a branch in Houston, branches in Hong
Kong, Shanghai and Shantou, China, and representative offices in
Beijing, Guangzhou and Shenzhen, China, and Taipei, Taiwan. UCB,
with headquarters in San Francisco, provides commercial banking
services to small- and medium-sized businesses and professionals
in a variety of industries, as well as consumer and private client
services to individuals.  The Bank offers a full range of lending
activities, including commercial real estate and construction
loans, commercial credit facilities, international trade finance,
asset-based financing, cash management, loans guaranteed by the
U.S. Small Business Administration, commercial, multifamily and
residential mortgages, home equity lines of credit, and online
banking services for businesses and consumers.  For additional
information, visit the web site for United Commercial Bank at
http://www.ibankUNITED.com/or the web site for UCBH Holdings,
Inc. at http://www.ucbh.com/


ULTRA PURE PRODUCTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Ultra Pure Products, Inc.
            dba Mountain Pure Water Systems
        5225 Sunbury Street
        PO Box 589
        Millerstown, PA 17062

Bankruptcy Case No.: 09-05371

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Lawrence G. Frank, Esq.
                  Thomas, Long, Niesen and Kennard
                  212 Locust Street, Suite 500
                  Harrisburg, PA 17101
                  Tel: (717) 234-7455
                  Fax: (717) 236-8278
                  Email: lawrencefrank@earthlink.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 Farley Ferguson, president of the
Company.


UNITED COMMERCIAL: Moody's Downgrades Bank Strength Rating to 'E+'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of United
Commercial Bank (bank financial strength rating to E+ from D-;
deposits to B1 from Ba3).  The short term ratings of the bank
remain at Not Prime.  The long-term ratings of the bank were also
placed on review for possible further downgrade.  United
Commercial Bank is a subsidiary of UCBH Holdings, Inc., which is
unrated.

The downgrade reflects Moody's concerns about UCB's internal
controls, and these concerns are heightened because UCB faces
major asset quality challenges.  UCB's previously disclosed
weakness is in internal controls related to credit risk
management.  The continued lack of timeliness and completeness of
UCB's financial statements also raise substantial concerns.  UCB
is in process of restating its financial statements for the period
ended December 31, 2008, and has not yet filed its 10Q for the
quarter ended March 31, 2009.  The company has indicated that
these filings should be completed during the third quarter of
2009.

Moody's reiterated its view that UCB will continue to report
sizeable losses in the next several reporting periods as a result
of continued deterioration in commercial real estate markets.
These expected losses would seriously weaken UCB's tangible common
equity position.  UCB has its headquarters in California, and the
majority of the company's CRE portfolio is in its home state --
which is one of the more distressed real estate markets in the
U.S.  As noted in the agency's rating action of March 30, 2009,
UCB is also heavily exposed to residential construction and land,
with these loan exposures equal to almost 2.5 times TCE.  Moody's
believes that this portfolio will be a source of high credit
costs.

UCB announced an action plan to strengthen its capital and improve
its financial performance, particularly its asset quality.  This
plan includes stopping the preferred and common dividend payments
of the holding company, including trust preferred securities,
which will aid capital preservation.  However, Moody's believes
that the success of UCB's plan to improve asset quality is
uncertain and that its capital position, particularly its TCE,
will become increasingly stressed from ongoing operating losses.
During its review, Moody's will focus on UCB's ability to enhance
its TCE through external sources, which may be limited in the
current market environment.  The effects of ongoing losses on
UCB's domestic and Greater China banking franchise will also be
considered.

Moody's last rating action was on March 30, 2009, when UCB's
ratings were downgraded.

UCBH Holding, Inc., which is headquartered in San Francisco, CA,
reported total assets of $13.4 billion as of March 31, 2009.

Downgrades:

Issuer: United Commercial Bank

  -- Bank Financial Strength Rating, Downgraded to E+ from D-
  -- Issuer Rating, Downgraded to B2 from B1
  -- OSO Senior Unsecured OSO Rating, Downgraded to B2 from B1
  -- Senior Unsecured Deposit Rating, Downgraded to B1 from Ba3

Outlook Actions:

Issuer: United Commercial Bank

  -- Outlook, Changed To Rating Under Review From Negative


UTGR INC: Severance Pays Continue, Greyhound Racing Remains Vague
-----------------------------------------------------------------
Ray Henry at The Associated Press reports that The Hon. Arthur
Votolato of the U.S. Bankruptcy Court for the District of Rhode
Island has allowed UTGR Inc. to continue making severance payments
to certain employees who leave its work force.

The AP relates that the Court also allowed UTR continue making
payments into an escrow account during an ongoing dispute with a
labor union over overtime pay.

According to The AP, a UTGR spokesperson said that it remains
uncertain whether the Company's dog track and slot parlor would
continue offering greyhound racing.  The AP relates that Amy
Kempe, a spokesperson for Gov. Don Carcieri, said that even if
racing must continue, the bankruptcy court could nullify Twin
River's contract with the Rhode Island Greyhound Owners
Association and find dog owners willing to race for less money.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


VARNER BUSINESS PARK: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Varner Business Park, LLC
        72018 Watt Court
        Thousand Palms, CA 92276

Bankruptcy Case No.: 09-25784

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Winfield .S Payne III, Esq.
            Winfield Payne and Associates
            4308 Lime St
            Riverside, CA 92501
            Tel: (951) 276-9300
            Email: Wpaynelaw@aol.com

Total Assets: $2,300,000

Total Debts: $1,686,673

The Debtor identified Bruce and Michelle Meyer with contingent,
unliquidated, disputed trade debt claim for $15,000 as its largest
unsecured creditor. A full-text copy of the Debtor's petition is
available for free at:

         http://bankrupt.com/misc/cacb09-25784.pdf

The petition was signed by Richard Merritt, managing member of the
Company.


WILLIAM ROGERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William H. Rogers
               Laura J Rogers
               PO Box 30592
               Walnut Creek, CA 94598

Bankruptcy Case No.: 09-46255

Chapter 11 Petition Date: July 14, 2009

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

Judge: Edward D. Jellen

Debtors' Counsel: Eric A. Nyberg, Esq.
                  Kornfield, Nyberg, Bendes and Kuhner
                  1999 Harrison, St. #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  Email: e.nyberg@kornfieldlaw.com

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

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

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

     http://bankrupt.com/misc/canb09-46255.pdf

The petition was signed by the Joint Debtors.


WINE LOFT: Files for Ch 11; Blames High Costs, Tight Lending
------------------------------------------------------------
The Wine Loft Pittsburgh Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Western District
of Pennsylvania.

The Wine Loft listed $500 to $1 million in liabilities, court
documents show.  According to the documents, The Wine Loft's
unsecured creditors include PNC Financial Services, Citibank, and
Bridgeway Capital.

The Wine Loft's bankruptcy counsel, Donald Calaiaro, said that the
Company's bankruptcy was due to higher-than-expected contracting
costs and the tightened lending atmosphere, Bill Toland at
Pittsburgh Post-Gazette reports.  According to Post-Gazette, a
settlement with the contractor fell through when the lender that
was to finance the debt payments backed out.

The Wine Loft bar remains open and will stay open throughout the
reorganization process, says Post-Gazette.  According to Post-
Gazette, The Wine Loft opened last year, hoping to open five other
locations, but owners Ashley Alessio and Joseph DeGruttolla
experienced credit problems from the start, mainly due to the
nationwide credit meltdown.  The report states that The Wine
Loft's original lender was acquired by another bank, while the new
lenders imposed stricter borrowing terms and forced the Company's
owners to use their own money.

The Wine Loft Pittsburgh Inc. is an upscale wine bar and appetizer
spot in the SouthSide Works.  Based in Louisiana, it has
franchises from California to New Jersey.


WISE METALS: Weak Fin'l Results Won't Affect Moody's 'Caa3' Rating
------------------------------------------------------------------
Moody's Investors Service commented that the Caa3 corporate family
rating and negative rating outlook for Wise Metals LLC would not
be immediately impacted by the company's disclosure of weak
results in its delayed first quarter financial statements filed on
July 9, 2009.

The prior rating action for Wise Metals Group LLC was on
September 27, 2006, when the probability of default rating of Caa3
was assigned.  The credit opinion was updated on September 29,
2008.

Wise Metals Group LLC, headquartered in Linthicum, Maryland,
produces aluminum can sheet, packaging, and common alloy products
from a casting and rolling facility in Muscle Shoals, Alabama and
owns several recycling centers throughout the U.S.


WJL EQUITIES CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: WJL Equities Corporation
           fka Wjl Trucking & Paving Corp.
        274 White Plains Road, Suite 7
        Eastchester, NY 10709

Case No.: 09-23248

Type of Business: The Debtor operates a Highway/Street
                  Construction Local Trucking corporation.

Chapter 11 Petition Date: July 14, 2009

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

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: ago@rattetlaw.com

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

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

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


WOODSIDE GROUP: Sends Plan to Creditors; Ballots Due Aug. 31
------------------------------------------------------------
The Hon. Peter Carroll of the U.S. Bankruptcy Court for the
Central District of California approved a second amended
disclosure statement describing a second amended Chapter 11 plan
of reorganization filed by Woodside Group LLC and its debtor-
affiliates on July 2, 2009.

Judge Carroll also approved the plan solicitation and voting
procedures.  Deadline for the receipt of ballots accepting or
rejecting the plan is on August 31, 2009, by 5:00 p.m.

A hearing is set for October 2, 2009, at 10:30 a.m., to consider
confirmation of the Debtors' plan.

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
August 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group, commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


WR GRACE: Court OKs $7.7MM Fees for Kirkland's Oct.-Dec. Work
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed the
fee applications of these professionals for work peformed in W.R.
Grace & Co.'s Chapter 11 cases during the period from October 1
through December 31, 2008:

Professional                                    Fees    Expenses
------------                                    ----    --------
Anderson Kill & Olick, P.C.                 $578,214      $4,659
David T. Austern                              12,250           0
Beveridge & Diamond, P.C.                      4,982         901
Bilzin Sumberg Dunn Baena Price & Axelrod    214,367      49,726
Blackstone Advisory Services L.P.            300,000      13,180
BMC Group                                    121,278       8,757
Buchanan Ingersoll & Rooney PC                64,231       1,291
Campbell & Levine, LLC                       104,970       8,123
Caplin & Drysdale, Chartered                 730,454      29,823
Capstone Advisory Group, LLC                 221,736         949
Casner & Edwards LLP                         256,560      48,264
Charter Oak Financial Consulting LLC          85,245         170
Day Pitney LLP                                32,229         344
Deloitte Tax LLP                             185,396       2,880
Duane Morris LLP                              77,544       3,572
Ferry Joseph & Pearce, P.A.                   66,825       7,354
Foley Hoag LLP                                25,142         205
Hamilton Rabinovitz & Alschuler, Inc.            625           0
Kirkland & Ellis LLP                       7,724,905   1,289,347
Kramer Levin Naftalis & Frankel LLP          206,706       8,976
Legal Analysis Systems, Inc.                  72,400           0
Official Committee of Asbestos PI Claimants        0         120
Ogilvy Renault LLP                          C$70,167       C$961
Orrick, Herrington & Sutcliffe LLP         1,133,333      94,922
Pachulski Stang Ziehl & Jones LLP            125,198     131,176
Phillips Goldman & Spence, P.A.               34,403       1,608
Piper Jaffrey & Co.                          150,000         204
PricewaterhouseCoopers LLP                   887,804      27,677
Protiviti, Inc.                               47,982      11,694
Reed Smith LLP                               739,148     275,259
Alan B. Rich                                 104,133      10,007
Alexander M. Sanders, Jr.                     13,790           0
Steptoe & Johnson LLP                        176,713         422
Stroock & Stroock & Lavan LLP                557,387      20,499
Towers Perrin Tillinghast                     34,513           0
Tre Angeli LLC                               150,000       1,776
Warren H. Smith & Associates, P.C.            63,470         532
Woodcock Washburn LLP                         55,651          23

                         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: EPA Declares Health Emergency in Libby, Montana
---------------------------------------------------------
The U.S. Environmental Protection Agency, headed by administrator
Lisa P. Jackson, declared a public health emergency in northwest
Montana, which covers the towns of Libby and Troy.

The announcement was made on June 17, 2009, at a joint press
conference with Department of Health and Human Services Secretary
Kathleen Sebelius and U.S. Sens. Max Baucus and Jon Tester.

This is the first time EPA has made a determination under the
Comprehensive Environmental Response, Compensation, and Liability
Act that conditions at a site constitute a public health
emergency.  This determination recognizes the serious impact to
the public health from the contamination at Libby and underscores
the need for further action and health care for area residents
who have been or may be exposed to asbestos.  Investigations
performed by the Agency for Toxic Substance and Disease Registry
have found the incidence of occurrence of asbestosis, a lung
condition, in the Libby area staggeringly higher than the
national average for the period from 1979-1998.  EPA is working
closely with the Department of Health and Human Services, which
is making available a short-term grant to provide needed
asbestos-related medical care to Libby and Troy residents.

During her Senate confirmation hearing, Administrator Jackson
committed to review the situation at the Libby asbestos site
based on current site information, sound science and EPA's legal
authorities.  As a result of her review, the Administrator has
decided that conditions at the site present a significant threat
to public health and that making a public health emergency
determination is appropriate.

"This is a tragic public health situation that has not received
the recognition it deserves by the federal government for far too
long.  We're making a long-delayed commitment to the people of
Libby and Troy.  Based on a rigorous re-evaluation of the
situation on the ground, we will continue to move aggressively on
the cleanup efforts and protect the health of the people," said
EPA Administrator Lisa P. Jackson.  "We're here to help create a
long and prosperous future for this town."  She added, "Senator
Max Baucus has been a tireless advocate for the people living in
Libby and Troy who have confronted this public health tragedy for
generations and we commend him for his work.  We look forward to
working with him and Senator Tester who has been working
diligently since being elected to the Senate to bring much needed
support to these communities."

"Senator Baucus and Senator Tester have powerfully brought the
voices of the people of Libby and Troy to Washington so the
nation could hear and understand what happened.  They refused to
give up on finding the best ways to help those who have suffered
so much.  Today's announcement reflects our Administration's
concern for the residents of Lincoln County and our intention to
act decisively to protect and improve their health and quality of
life,' said Secretary Sebelius.  "The Department of Health and
Human Services has been working closely with the EPA and the
residents of Lincoln County for a number of years to conduct
screenings and help provide access to care.  Now, we have come
together with Senator Baucus and Senator Tester, Administrator
Jackson, and agencies across HHS, to offer a new grant to provide
short-term medical assistance for screening, diagnostic and
treatment services in a comprehensive and coordinated manner in
partnership with local officials on the ground in Lincoln
County."

"This is a great day for Libby.  This is a town that was poisoned
by W.R. Grace, then had to wait year after year as the last
administration failed to determine that public health emergency
exists. But today is a new day," Sen. Baucus, a long-time
advocate for clean-up at Libby, said.  "Today is the day that
Administrator Jackson did the right thing and made this vital
determination.  Today is the day that Secretary Sebelius declared
that people in Libby will get the health care they need.  Today
is the day that after years of work we were able to succeed in
getting this done.  Yet, we won't stop here.  We will continue to
push until Libby has a clean bill of health."

"This is a long-overdue, common-sense decision that will go a
long way for Libby and the thousands of folks who were poisoned
there," Sen. Tester said.  "This decision will help make quality
health care more accessible and it will open the door to get new
resources on the ground.  We still have a long way to do right by
the folks in Libby.  Working together with the Department of
Health and Human Services and the Environmental Protection
Agency, we're making very good progress."

Secretary Sebelius tasked two HHS agencies -- the Health
Resources and Services Administration and the Centers for Disease
Control and Prevention/Agency for Toxic Substances and Disease
Registry -- to help county residents.  These two agencies will
support a new grant to assist affected residents who need medical
care.  Local officials are currently putting together a grant
proposal that will lay out options for provision of medical care
that will work for the residents of Lincoln County.  HHS
anticipates that this grant can be awarded in August 2009.

The Libby asbestos site has been on the EPA's Superfund National
Priorities List since 2002, and cleanup has taken place since
2000.  EPA has made progress in helping to remove the threat of
asbestos in the land and air, and with it, the increased risks of
lung cancer, asbestosis, and other respiratory problems.  While
EPA's cleanup efforts have greatly reduced exposure, actual and
potential releases of amphibole asbestos remain a significant
threat to public health in that area.

The Libby asbestos site includes portions of the towns of Libby
and Troy and an inactive vermiculite mine seven miles northeast
of the town.  Gold miners discovered vermiculite in Libby in
1881; in the 1920s the Zonolite Company formed and began mining
the vermiculite.  In 1963, W.R. Grace bought the Zonolite mining
operations.  The mine closed in 1990.  It is estimated that the
Libby mine was the source of more than 70% of all vermiculite
sold in the United States from 1919 to 1990.

                         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: Montana Court Dismisses Libby Case Vs. M. Favorito
------------------------------------------------------------
Judge Donald Molloy of the U.S. District Court for the
District of Montana acquitted O. Mario Favorito, W.R. Grace &
Co.'s former chief counsel, from all charges in the criminal case
filed by the U.S. Government against Grace and its former
officers relating to the company's mining operations in Libby,
Montana.

In May 2009, Judge Molloy acquitted and discharged Grace, Robert
Bettachi, its former senior vice president; Jack Wolter, former
vice president and general manager of the Libby, Montana,
vermiculite mine's Construction Products Division; William
McCraig, former manager of operations at Libby; Robert Walsh,
former vice president of Grace; and Henry Eschenbach, former
director of health and safety, from the Libby criminal case after
a jury found the defendants not guilty of the conspiracy and
fraud charges asserted by the Government.

                         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: Names Pamela Wagoner VP & Chief HR Officer
----------------------------------------------------
W. R. Grace & Co. on July 13 announced the addition of Pamela K.
Wagoner as Vice President and Chief Human Resources Officer.  The
Grace Board of Directors has elected her an Executive Officer of
the Corporation.

Ms. Wagoner, 45, has more than 20 years of human resources and
senior management experience and has worked in the high tech, non-
profit, academia and government sectors.  She joins Grace after
nearly eight years with Host Hotels & Resorts, Inc., where she
held the position of Senior Vice President since 2003.  Earlier in
her career, she held senior HR roles at SAVVIS Communications,
Lucent Technologies, Inc. and Yurie Systems Inc. (which was
acquired by Lucent).

Ms. Wagoner is qualified by the Center for Creative
Leadership, William Bridges and The Ken Blanchard Companies in a
variety of assessment and leadership training programs, and
received her Certificate in International Human Resources from
the Society for Human Resources Management.  She is a
graduate of The Pennsylvania State University.

In her new role, Ms. Wagoner will oversee Grace's global HR
activities, including recruitment and retention, leadership
development, employee training, labor relations, talent and
performance management, regulatory compliance and compensation.
She will be based at Grace's global headquarters in Columbia,
Maryland and will report to Fred Festa, Chairman, President and
Chief Executive Officer.

"I consider Grace employees to be the company's greatest
asset, making Pamela's responsibilities among the most crucial to
our success," remarked Mr. Festa.  "I am excited to welcome her
to Grace and look forward to her valuable counsel."

                       About W.R. Grace

Grace is a leading global supplier of catalysts and other
products to petroleum refiners; catalysts for the manufacture of
plastics; silica-based engineered and specialty materials for a
wide range of industrial applications; sealants and coatings for
food and beverage packaging, and specialty chemicals, additives
and building materials for commercial and residential
construction.  With annual sales of more than $3 billion, Grace
has about 6,000 employees and operations in over 40 countries.
For more information, visit Grace's Web site at
http://www.grace.com/

                         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: Sealed Air Wary Settlement Won't Be Consummated
---------------------------------------------------------
Sealed Air Corporation expressed concern in a regulatory filing
with the U.S. Securities and Exchange Commission if the
settlement agreement it entered into with W.R. Grace & Co. on
November 27, 2002, does not become effective.

According to Sealed Air, if the Settlement agreement does not
become effective -- either because Grace fails to emerge from
bankruptcy or because Grace does not emerge from bankruptcy with
a plan of reorganization that is consistent with the terms of the
Settlement agreement -- then Sealed Air will not be released from
the various asbestos-related, fraudulent transfer, successor
liability, and indemnification claims made against it and its,
and all of those claims would remain pending and would have to be
resolved through other means, like through agreement on
alternative settlement terms or trials.  In that case, Sealed Air
said it could face liabilities that are significantly different
from its obligations under the Settlement agreement.  Sealed Air
added that it cannot estimate at this time what those differences
or their magnitude may be.

In the event these liabilities are materially larger than the
current existing obligations, they could have a material adverse
effect on Sealed Air's consolidated financial position and
results of operations, H. Katherine White, Sealed Air's vice
president, general counsel, and secretary, said.

                         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)


ZILA INC: Intelident Files Suit After Merger Offer Was Rejected
---------------------------------------------------------------
Intelident Solutions, Inc., has opted to engage Zila, Inc. in
litigation by filing a complaint before the Delaware Court of
Chancery in relation to its merger proposal.

In response, Zila said: "Zila is disappointed that Intelident is
using a litigation strategy to achieve its objectives.  Intelident
appears to be attempting to confuse shareholders with an offer
that clearly fails to satisfy conditions necessary to consummate a
transaction. Intelident was involved in litigation when it
acquired Coast Dental.  Zila will not comment on the litigation,
but is confident that the Delaware court will reject Intelident's
claims, so that Zila can avoid bankruptcy and bring value to its
shareholders.  The Board continues to be prepared to review and
act upon superior offers for the benefit of its shareholders in
accordance with the exercise of its fiduciary duties."

On June 25, 2009, Zila entered into a definitive merger agreement
with Tolmar.  Under terms of the agreement, Tolmar agreed to
acquire all of the outstanding shares of common stock of Zila for
a cash purchase price of $0.38 per share, representing an
approximate premium of 18% over the closing price of Zila's shares
on June 24, 2009.  Total consideration paid by Tolmar includes the
purchase of Zila's existing $12 million senior secured convertible
debt from the note holders for $5 million pursuant to a Note
Purchase Agreement entered into by Tolmar and the note holders.
Zila is not a party to the Note Purchase Agreement. The note
holders have been free to sell or assign their notes since they
were issued in 2006.

On July 1, 2009, Zila received an unsolicited letter a day earlier
containing a non-binding merger acquisition proposal from
Intelident proposing the acquisition of Zila's common stock for
$0.42 in cash per share.  The letter and Intelident's July 7, 2009
proposal also stated that Intelident would require, as part of its
acquisition, to negotiate the purchase of the senior secured notes
and that consummation of the transaction was contingent upon its
ability to enter into a note purchase agreement with the note
holders on substantially similar terms as the current Note
Purchase Agreement with Tolmar.

However, according to Zila, Intelident has not informed Zila of
any plan to cause Tolmar and Zila's note holders to terminate the
Note Purchase Agreement and cause the note holders to agree to
enter into a new note purchase agreement with Intelident.

According to Zila, the Board considered the possibility that
Intelident is trying to prevent the Tolmar transaction from being
consummated in order for it to be able to acquire Zila's assets
out of bankruptcy in a so-called Section 363 transaction as
Intelident proposed to Zila as late as June 25, 2009.  In such a
transaction, Zila's shareholders would likely receive no
consideration for their shares.

Even though, on its face, Intelident offered a nominally higher
per-share price for Zila's common and preferred stock, Zila's
Board of Directors concluded that Intelident's contingent proposal
is not superior to Tolmar's given Intelident's failure to satisfy
the conditions in their proposal.

Zila's Board of Directors also expressed concern regarding
Intelident's public announcement on July 7, 2009 of its offer,
which did not mention the material contingency described.

According to Zila, the absence of any disclosure by Intelident
regarding the contingency may have caused investors in Zila's
common stock to misunderstand the viability of its proposal.  "It
is disconcerting that Intelident sought to make investors believe
that it made a no-strings-attached offer to purchase Zila for
$0.42 per share when in fact their offer was subject to conditions
that cannot be satisfied by Zila and that Intelident appears, at
least at this point, unable or not prepared to satisfy," said Dave
Bethune, Chairman and Chief Executive Officer of Zila.  "Our note
holders have always had the ability to sell or assign their Zila
notes without our knowledge or permission. The Board continues to
be prepared to review and act upon superior offers for the benefit
of its shareholders in accordance with the exercise of its
fiduciary duties."

                         About Zila Inc.

Based in Scottsdale, Arizona, Zila Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  Zila manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and Jan. 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under
Chapter 7 of the Federal Bankruptcy Code, which would likely
result in its common stock becoming worthless.  The Company
anticipates it will need to refinance its senior secured
convertible notes by their due date of July 31, 2010.  As of April
30, 2009, there were $1.1 million of unamortized debt issue costs
and $2.2 million of debt discounts relative to the senior secured
convertible notes.


* Mounting Bills Cause Condo Associations' Bankruptcy
-----------------------------------------------------
Monica Hatcher at Miami Herald reports that mounting bills are
forcing condo associations into bankruptcy, with at least seven
firms in Florida collapsing.

Miami Herald relates that with the weak economy, many condo
associations find bills are piling up as units enter foreclosure
and homeowners stop paying association fees, putting financial
strain on residents left holding the bill.  Miami Herald says that
condo associations are classified as not-for-profit corporations.

According to Miami Herald, bankruptcy attorney Thomas Lehman with
Tew Cardenas in Miami said that he wasn't sure how bankruptcy
could benefit associations, as their only assets are the
property's common areas and possibly their ability to assess
individual unit owners.  Miami Herald quoted Carla Barrow, an
attorney who represented Z Roofing, as saying, "The thing about a
condo association is that often times their main asset is really
only its accounts receivable from unit owners paying maintenance
fees or assessments."

Miami Herald notes that the condo associations have nothing to
sell off, other than common areas like the lobby and rec room.
According to the report, Mr. Lehman said, "They're better off
trying to negotiating with vendors to come up with an out-of-court
restructuring plan."  Citing Mr. Lehman, Miami Herald states that
corporations need an exit strategy when filing for Chapter 11
protection, and it isn't clear how an association having trouble
covering basic monthly services could reorganize.

Miami Herald quoted Lisa Magill, an attorney with condo firm
Becker & Poliakoff, as saying, "If you have nonpayers, and those
who are paying don't have the ability to pay more and you have a
signification number of owners that have abandoned the property,
your ability to levy assessments is limited."

According to Miami Herald, prices in the most battered complexes
have declined by at least 75% since peaking, bringing huge
financial losses for owners and lenders.  CondoReports.com
President Adam Cappel said in a statement, "The fact that a
fraction of 1 percent of the buildings in the study experienced
increased pricing is indicative of a market where prices have
decreased nearly across the board with few exceptions.  The major
difference, of course, is the degree of the price declines."


* Todd Duffy to Lead Bankruptcy Practice at Anderson Kill & Olick
-----------------------------------------------------------------
Anderson Kill & Olick, P.C. is pleased to announce that Todd E.
Duffy, a former principal of Duffy & Atkins LLP, has joined
Anderson Kill as head of the firm's Bankruptcy & Restructuring
practice.

A veteran of the bankruptcy practices of several major New York
law firms, including Greenberg Traurig LLP, Mr. Duffy formed his
own firm in 2005 and built a national practice.  Representative
clients include a specialty printing company in Chapter 11;
municipal entities that are creditors of Lehman Brothers; an ad
hoc committee of over 300 individual creditors in the Refco
bankruptcy case; a major California city as a creditor in a
corporate bankruptcy; a medical device company in Chapter 11 and
several official creditors' committees.

"Since starting his own practice a few short years ago, Todd has
built an outstanding book of business and ably represented both
restructuring companies and creditors in an impressive variety of
proceedings," said Robert M. Horkovich, managing partner of
Anderson Kill & Olick.  "We are impressed by his ability to
counsel distressed companies and help them find solutions outside
of bankruptcy court as well as within it.  We are confident that
he will help our talented bankruptcy team maximize its potential."

Prior to attending law school, Mr. Duffy worked for six years as a
bankruptcy paralegal in top law firms in Philadelphia.  As a
student at St. John's University School of Law, Mr. Duffy was
awarded two Corpus Juris Secundum Awards as well as a Dean's Merit
Scholarship, and he served as an Editor for St. John's Journal of
Legal Commentary.  Upon graduation, Mr. Duffy served as a federal
law clerk to Judge Stephen D. Gerling, the Chief Judge of the U.S.
Bankruptcy Court for the Northern District of New York.

Mr. Duffy is admitted in the U.S. Court of Appeals for the Second
Circuit as well as state and Federal courts in New York and New
Jersey.  He is Co-Chair of the Bankruptcy Law Committee, New York
County Lawyers Association, and a member of the American
Bankruptcy Institute where he serves as an Associate Editor for
the American Bankruptcy Institute Journal.  In addition to his
J.D. from St. John's University, he holds a B.S. from Ursinus
College.

Joining Mr. Duffy in Anderson Kill's Bankruptcy & Restructuring
practice is Dennis J. Nolan, formerly an associate at Duffy &
Atkins.  Like Mr. Duffy, Mr. Nolan worked for many years as a
paralegal before earning his J.D. from Fordham University School
of Law, where he was on the Dean's List.  In fifteen years as an
attorney and paralegal, Mr. Nolan has worked on a wide range of
complex legal matters, including bankruptcy, aviation litigation,
antitrust and medical malpractice.  He is admitted in New York and
a member of the New York County Lawyers Association and the
American Bankruptcy Institute.

                   About Anderson Kill & Olick

Anderson Kill & Olick, P.C., practices law in the areas of
Insurance Recovery, Anti-Counterfeiting, Bankruptcy, Commercial
Litigation, Corporate & Securities, Employment & Labor Law, Real
Estate & Construction, Tax, and Trusts & Estates.  Based in New
York City, the firm has offices in Greenwich, CT, Newark, NJ,
Philadelphia, PA, Ventura, CA, and Washington, DC.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Bad Boy Investments, LLC
  Bankr. N.D. Ga. Case No. 09-77370
     Chapter 11 Petition filed July 6, 2009
        See http://bankrupt.com/misc/ganb09-77370.pdf

In Re KENNETH MICHAEL MCWILLIAMS
     BIANCA AMANDA MCWILLIAMS
      fka BIANCA AMANDA YUEN CHAN
  Bankr. D. Ariz. Case No. 09-15652
     Chapter 11 Petition filed July 7, 2009
        See http://bankrupt.com/misc/azb09-15652.pdf

In Re Field Valley-Country Estates, LLC
  Bankr. C.D. Calif. Case No. 09-18388
     Chapter 11 Petition filed July 7, 2009
        See http://bankrupt.com/misc/cacb09-18388.pdf

In Re Precision Clinical Research Group Inc.
      dba Gaines Clinical Consulting
  Bankr. N.D. Calif. Case No. 09-55465
     Chapter 11 Petition filed July 7, 2009
        See http://bankrupt.com/misc/canb09-55465.pdf

In Re Stylz of Illusions S.O.I., LLC
  Bankr. D. Md. Case No. 09-22336
     Chapter 11 Petition filed July 7, 2009
        Filed as Pro Se

In Re EDGARD G. CANJURA
     ANA DEL CARMEN CANJURA
  Bankr. D. Ariz. Case No. 09-15740
     Chapter 11 Petition filed July 8, 2009
        Filed as Pro Se

In Re RICHARD ALAN GREGORY
     DEBORAH GREGORY
  Bankr. D. Ariz. Case No. 09-15778
     Chapter 11 Petition filed July 8, 2009
        See http://bankrupt.com/misc/azb09-15778.pdf

In Re 4C, Inc.
  Bankr. N.D. Ga. Case No. 09-42731
     Chapter 11 Petition filed July 8, 2009
        See http://bankrupt.com/misc/ganb09-42731.pdf

In Re YGC Corp.
  Bankr. E.D. N.Y. Case No. 09-45732
     Chapter 11 Petition filed July 8, 2009
        See http://bankrupt.com/misc/nyeb09-45732.pdf

In Re Thomas Harrison Bell
  Bankr. D. S.C. Case No. 09-05030
     Chapter 11 Petition filed July 8, 2009
        See http://bankrupt.com/misc/scb09-05030.pdf

In Re Phil Busch
  Bankr. N.D. Tex. Case No. 09-34452
     Chapter 11 Petition filed July 8, 2009
        Filed as Pro Se

In Re Port Haven Development, LLC
  Bankr. W.D. Wash. Case No. 09-16708
     Chapter 11 Petition filed July 8, 2009
        See http://bankrupt.com/misc/wawb09-16708.pdf

In Re Norman M. Medrano
      aka Applied Precision
     Alicia Medrano
      aka Alicia Medrano
  Bankr. N.D. Calif. Case No. 09-55527
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/canb09-55527.pdf

In Re Norman Edmund Shaw
  Bankr. S.D. Calif. Case No. 09-09810
     Chapter 11 Petition filed July 9, 2009
        Filed as Pro Se

In Re Hill Printing, Inc.
  Bankr. M.D. Fla. Case No. 09-09757
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/flmb09-09757.pdf

In Re Clair A Thomas Jr Rev Trust dated 12/17/1987
  Bankr. S.D. Fla. Case No. 09-23940
     Chapter 11 Petition filed July 9, 2009
        Filed as Pro Se

In Re Thomas Theodore Au
     Mauriann Lehuanani Au
  Bankr. D. Hawaii Case No. 09-01543
     Chapter 11 Petition filed July 9, 2009
        Filed as Pro Se

In Re Jeffrey P. Houlik
      aka Jeff Houlik
      dba Jeff Houlik Construction Inc
     Charla L. Houlik
      aka Charlie Houlik
      dba Charlie Houlik Real Estate PA
      dba Jeff Houlik Construction Inc.
  Bankr. D. Kans. Case No. 09-12159
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/ksb09-12159.pdf

In Re FLORDELIZA R. MONZON
     MARCIANO R. MONZON
  Bankr. D. Nev. Case No. 09-22074
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/nvb09-22074.pdf

In Re 444 River St. Holding, LLC
  Bankr. S.D. N.Y. Case No. 09-23210
     Chapter 11 Petition filed July 9, 2009
        Filed as Pro Se

In Re Meyer C. Ehrman
  Bankr. S.D.N.Y. Case No. 09-23212
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/nysb09-23212.pdf

In Re Frank D. McGary
     Rebecca S. McGary
  Bankr. W.D. Pa. Case No. 09-25107
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/pawb09-25107.pdf

In Re Hixson Hotel Partners, LP
      dba Comfort Inn
  Bankr. E.D. Tenn. Case No. 09-14220
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/tneb09-14220p.pdf
        See http://bankrupt.com/misc/tneb09-14220c.pdf

In Re LOUIS FLORENCIO TAPIA
  Bankr. M.D. Tenn. Case No. 09-07590
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/tnmb09-07590.pdf

In Re Troy Christopher Keller
  Bankr. E.D. Wash. Case No. 09-03887
     Chapter 11 Petition filed July 9, 2009
        Filed as Pro Se

In Re Brent L. Cook
     Sheri I. Cook
  Bankr. W.D. Wash. Case No. 09-16752
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/wawb09-16752.pdf

In Re Henry Lee Rauschenberg, Jr.
     Karen C. Rauschenberg
  Bankr. N.D. Ala. Case No. 09-42028
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/alnb09-42028.pdf

In Re Michael Richard Powell
     Becky Lynn Powell
  Bankr. N.D. Ala. Case No. 09-42029
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/alnb09-42029.pdf

In Re GAYLE, LLC
  Bankr. D. Ariz. Case No. 09-15962
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/azb09-15962.pdf

In Re John Arthur Nerwinski
      aka John A. Nerwinski DDS A Professional Corp.
  Bankr. E.D. Calif. Case No. 09-34284
     Chapter 11 Petition filed July 10, 2009
        Filed as Pro Se

In Re Adept Painting & Plastering, Inc.
  Bankr. N.D. Calif. Case No. 09-55565
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/canb09-55565.pdf

In Re Christopher Parham
  Bankr. D. Conn. Case No. 09-21926
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/ctb09-21926.pdf

In Re Inayat Ullah
     Nasreen Sultana Ullah
  Bankr. S.D. Fla. Case No. 09-24012
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/flsb09-24012p.pdf
        See http://bankrupt.com/misc/flsb09-24012c.pdf

In Re Jeffrey P. Houlik
      aka Jeff Houlik
      dba Jeff Houlik Construction Inc
     Charla L. Houlik
      aka Charlie Houlik
      dba Charlie Houlik Real Estate PA
      dba Jeff Houlik Construction Inc
  Bankr. D. Kans. Case No. 09-12159
     Chapter 11 Petition filed July 9, 2009
        See http://bankrupt.com/misc/ksb09-12159.pdf

In Re Safeway Van Lines, Inc.
  Bankr. D. Md. Case No. 09-22579
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/mdb09-22579.pdf

In Re The Caris Landings by the Sea, LLC
  Bankr. D. Maine Case No. 09-21059
     Chapter 11 Petition filed July 10, 2009
        Filed as Pro Se

In Re Franchi Equipment Co., Inc.
  Bankr. D. Mass. Case No. 09-42782
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/mab09-42782.pdf

In Re Robert Stefanski
     Rhonda F. Stefanski
  Bankr. W.D. Mich. Case No. 09-08214
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/miwb09-08214p.pdf
        See http://bankrupt.com/misc/miwb09-08214c.pdf

  In Re Robert Stefanski, DDS
     Bankr. W.D. Mich. Case No. 09-08216
        Chapter 11 Petition filed July 10, 2009
           See http://bankrupt.com/misc/miwb09-08216p.pdf
           See http://bankrupt.com/misc/miwb09-08216c.pdf

In Re Louis Termini
  Bankr. E.D. N.Y. Case No. 09-45799
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/nyeb09-45799.pdf

In Re Frye Chiropractic Center, P.C.
  Bankr. W.D. Pa. Case No. 09-25160
     Chapter 11 Petition filed July 10, 2009
        [ See http://bankrupt.com/misc/pawb09-25160p.pdf]
        [ See http://bankrupt.com/misc/pawb09-25160c.pdf]
       
In Re Potter Farms Estates, LP
  Bankr. W.D. Pa. Case No. 09-25157
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/pawb09-25157.pdf

In Re Cascade Music, Inc.
  Bankr. W.D. Wash. Case No. 09-16820
     Chapter 11 Petition filed July 10, 2009
        See http://bankrupt.com/misc/wawb09-16820.pdf

In Re Patrice Colleen Clinton
      aka Patrice Collen Anderson
      aka Kelle Clinton
  Bankr. W.D. Wash. Case No. 09-44962
     Chapter 11 Petition filed July 10, 2009
        Filed as Pro Se

In Re Double G Trucking of the Arklatex, Inc.
  Bankr. W.D. Ark. Case No. 09-73431
     Chapter 11 Petition filed July 13, 2009
        See http://bankrupt.com/misc/arwb09-73431.pdf

In Re Robert Scott Brooks
  Bankr. D. Mass. Case No. 09-16564
     Chapter 11 Petition filed July 13, 2009
        Filed as Pro Se

In Re K P & W, LLC
  Bankr. W.D. Mo. Case No. 09-61578
     Chapter 11 Petition filed July 13, 2009
        See http://bankrupt.com/misc/mowb09-61578.pdf

In Re Elias Greisman
  Bankr. E.D. N.Y. Case No. 09-75156
     Chapter 11 Petition filed July 13, 2009
        Filed as Pro Se

In Re Richard Rubio
     Eileen Rubio
  Bankr. E.D. N.Y. Case No. 09-75163
     Chapter 11 Petition filed July 13, 2009
        See http://bankrupt.com/misc/nyeb09-75163.pdf

In Re Billy L. and Joan Nabors, Inc.
  Bankr. N.D. Tex. Case No. 09-34539
     Chapter 11 Petition filed July 13, 2009
        See http://bankrupt.com/misc/txnb09-34539.pdf

In Re Coal Financing, LLC
  Bankr. N.D. Tex. Case No. 09-34524
     Chapter 11 Petition filed July 13, 2009
        See http://bankrupt.com/misc/txnb09-34524.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Denise Marie Varquez, Philline
Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **