TCR_Public/090717.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 17, 2009, Vol. 13, No. 196

                            Headlines

A-1 STOR ALL: Voluntary Chapter 11 Case Summary
ACCREDITED HOME: Court OKs Quinn Emanuel as Litigation Attys.
ACCREDITED HOME: Panel Retains Elliott Greenleaf as Co-Counsel
ACCREDITED HOME: Panel Retains Weiser LLP as Fin'l Advisors
ACCREDITED HOME: Taps APS for Management, Restructuring Services

ACCREDITED HOME: Engages Phoenix Capital as Fin'l Advisor
ADMANCO INC: Landlord's Recovery Limited in Wisc. Receivership
AIR CANADA: Reaches Pact With Union; Bankruptcy May be Averted
ALLAN OLSEN: Voluntary Chapter 11 Case Summary
ALUMINIUM DOORS: Case Summary & 14 Largest Unsecured Creditors

AMERICAN COMMUNITY: Court OKs Lowenstein as Counsel
AMERICAN COMMUNITY: Court OKs Graubard Miller as Corp. Counsel
AMERICAN COMMUNITY: Court OKs Landis Rath as Delaware Counsel
AMR CORP: Poor Economy Hurts Demand, Revenue; Posts $390MM 2Q Loss
ARLINGTON CINEMA INC: Case Summary & 20 Largest Unsec. Creditors

ATA AIRLINES: Court Approves Fees of 8 Professionals
ATA AIRLINES: Plan Trustee Objects to Travelers Casualty's Claim
AURORA OIL: Negotiates with Lenders on Terms of Restructuring
AVISTAR COMMUNICATIONS: CEO Moss Steps Down; Kirk Named President
BASIN WATER: Files Ch. 11; Sells All Assets to Amplio Filtration

BANK OF AMERICA: Henry Paulson to Defend Merrill-BofA Merger
BASHAS' INC: Can Tap $27.3MM From Accounts to Pay Employees
BEARINGPOINT INC: Deloitte Says Lenders Deal Affects Sale Terms
BEARINGPOINT INC: Sellng PS Legacy Contracts to Eclat for $15.1MM
BEARINGPOINT INC: Blake Dawson Hired for Australian Matters

BERNADETTE JUDGE: Voluntary Chapter 11 Case Summary
BIOJECT MEDICAL: Maturity of Promissory Notes Moved to Aug. 15
BIOPURE CORP: Files Chapter 11; To Sell All Assets to OPK Biotech
BISON BUILDING: Can Access Wachovia $25MM Facility on Interim
BROOKLAND PARK PLAZA: Voluntary Chapter 11 Case Summary

CALIFORNIA STATE: Governor, Lawmakers Fail to Agree on Budget
CALTEX HOLDINGS: Consents to Chapter 11 Trustee Appointment
CAPITALSOURCE INC: Moody's Assigns 'Ba3' Corp. Family Rating
CHARTER COMMUNICATIONS: Amends Plan as Confirmation Hearing Looms
CHESTERFIELD CARWASH: Case Summary & 3 Largest Unsecured Creditors

CHRISTIAN FELLOWSHIP: Ch. 11 Trustee Taps Hahn Fife as Accountants
CIB MARINE BANCSHARES: Asks TruPS Holders to Accept Plan, Stock
CIT GROUP: Fitch Says Ch. 11 Has Marginal Effect on Equipment ABS
CIT GROUP: Moody's May Downgrade 9 Asset Backed Transactions
CIT GROUP: Evaluating Options to Address Cash Needs

CIT GROUP: DBRS Cuts Issuer and LT Debt to CCC
COLONIAL BANCGROUP: Bank Unit to Sell Nevada Branches
COLONIAL BANCGROUP: No Date Yet for Special Shareholders' Meeting
CONTECH LLC: Can Sell NC Facility to Greenseed for $1.24 Million
CRABTREE & EVELYN: U.S. Trustee Appoints 5-Member Creditors Panel

CRABTREE & EVELYN: Gets Schedules Filing Extension Until August 15
CRABTREE & EVELYN: Gets Nod to Access $10MM from Parent
CRETIA INC: Voluntary Chapter 11 Case Summary
CRUSADER ENERGY: Baker Hughes Looks to Sue Oil & Gas Purchasers
D&B SPECIALTY FOODS: Case Summary 20 Largest Unsecured Creditors

DOWLING ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
DUANE READE: Moody's Assigns 'Caa1' Rating on $210 Mil. Notes
EDDIE BAUER: Receives Going Concern, Liquidation Bids
EURAMAX INT'L: Eliminates $380MM of Debt; Gets New Credit Line
EPICEPT CORP: Plans to Raise $50,000,000 by Issuing Securities

EVEREST CROSSING LLC: Voluntary Chapter 11 Case Summary
FOAMEX INT'L: Granted August 18 Extension of Plan Exclusivity
FORD ASSOCIATES: Case Summary & 23 Largest Unsecured Creditors
FORD MOTOR: Vsevolozhsk Plant Resumes Production
FORD MOTOR: To Gain U.S. Market Share Next Few Years, Says Merrill

FREEDOM COMMUNICATIONS: Moody's Withdraws 'Caa3' Corporate Rating
GENERAL GROWTH: Appoints G. Rufrano as Director
FREMONT GENERAL: Creditors & Stockholders May Now File Plan
GENERAL GROWTH: Discloses $15 Mil. Fee Payment to Pershing
GENERAL GROWTH: FMR Discloses 2.42% Equity Stake

GENERAL GROWTH: Greenberg Traurig & Latham Represent Lenders
GENERAL GROWTH: Reports 2007 & 2008 401(k) Savings Plan
GENERAL MOTORS: Deregisters Shares Under Employee Programs
GENERAL MOTORS: European Unit Sales Down 20% in Second Qtr. 2009
GENERAL MOTORS: May Select Opel Buyer "Early Next Week"

GEORGIA GULF: Most Noteholders Extend Forbearance Until July 30
HAIGHTS CROSS: Extends Private Exchange Offer for 12 1/2% Notes
HALLWOOD ENERGY: Court Approves LECG as Committee's Advisor
HEALTH NET: Moody's Reviews 'Ba3' Senior Rating for Likely Cut
HEALTH NET: S&P Downgrades Counterparty Credit Rating to 'BB-'

HEREFORD BIOFUELS: Asks Court to Convert Cases to Chapter 7
HUMANA INC: Moody's Reviews 'Ba1' Subordinated Shelf Rating
ICON REALTY CORP: Case Summary & 3 Largest Unsecured Creditors
INDALEX HOLDINGS: Auction Cancelled as No Add'l Bids Received
INFINEON TECHNOLOGIES: To Launch EUR725 Million Rights Issue

INTERSTATE HOTELS: BofA Loan Maturity Moved to March 2012
INTERSTATE HOTELS: Credit Amendment Won't Affect S&P's CCC+ Rating
INTERSTATE HOTELS: Moody's Confirms 'Caa1' Corporate Family Rating
JANUS CAPITAL: Offers 90 Cents-on-the-Dollar for 2017 Notes
JANUS CAPITAL: S&P Assigns 'BB+' Senior Unsecured Debt Rating

KERASOTES SHOWPLACE: Moody's Affirms 'B2' Corporate Family Rating
LEHMAN BROTHERS: Plan Filing Deadline Moved 8 Months to March 2010
LEVI STRAUSS: Swings to $4.13MM Net Loss in Qtr Ended May 31
LIFE OF AMERICA: AM Best Downgrades Financial Strength to 'D'
LIFE SCIENCES: Files Form 11-K Annual Report for Benefits Plan

LSP BATESVILLE: S&P Junks Ratings on Two Tranches of Senior Debt
MAGNACHIP SEMICONDUCTOR: Court Approves Pahculski as Counsel
MASTERCRAFT: Case Summary & 17 Largest Unsecured Creditors
MERUELO MADDUX: Wants Plan Filing Period Extended to January 21
METALSAMERICA INC: Fails to Pay Bills, Files for Ch 11 Bankruptcy

MIDWEST FAMILY: Moody's Downgrades Ratings on 2006 A Bonds
MPG JUPITER: Case Summary & 3 Largest Unsecured Creditors
MTI TECHNOLOGY: Liquidating Plan Offers 11% to Unsec. Creditors
MTR GAMING: Moody's Assigns 'B2' Rating on $250 Mil. Notes
MTR GAMING: S&P Puts 'B-' Corp. Rating on CreditWatch Negative

NEW ORLEANS EXHIBITION: S&P Corrects Rating on Tax Bonds From 'BB'
NORANDA ALUMINUM: S&P Raises Corporate Credit Rating to 'CCC+'
NOVELIS INC: S&P Downgrades Corporate Credit Rating to 'B+'
NORTEL NETWORKS: Updated Case Summary & 40 Unsecured Creditors
NUTRITIONAL SOURCING: Can Begin Wooing Votes on Liquidation Plan

NV BROADCASTING: Gets Interim Approval to $28MM DIP Financing
OPUS WEST: U.S. Trustee Names 4-Member Creditors' Committee
OPUS WEST: Can Initially Access Cash Securing Guaranty Bank Loan
PENINSULA GAMING: Moody's Assigns 'Ba2' Rating on $215 Mil. Notes
PENINSULA GAMING: S&P Assigns 'BB' Rating on $215 Mil. Notes

PLIANT CORP: Lenders Seek Delay of Disclosure Statement Hearing
PPA HOLDINGS: Get Initial Approval to Use Cash Collateral
PRECISION PARTS: Seeks Sept. 14 Extension of Exclusive Periods
PROVIDENT ROYALTIES: Committee Urges Court to Intervene SEC Suit
PROVIDENT ROYALTIES: Section 341(a) Meeting Set for July 30

QIMONDA NA: LSI, Agere Contest ITC Probe Cease Order
QSGI INC: Court Allows Interim Use of Cash Collateral
QUEST RESOURCE: Files Restatement to 2008 Quarterly Reports
RATHGIBSON INC: Outline & Summary of Pre-Negotiated Plan
RATHGIBSON INC: Removes 11.25% Notes Due 2014 From Registration

RF MONOLITHICS: Forbearance Expires July 31; May Seek Extension
SALT VERDE: Moody's Downgrades Rating on 2007 Gas Bonds to 'Ba3'
SANTA FE CATTLE: Files for Bankruptcy Protection, Secures DIP Loan
SANTA FE CATTLE: Case Summary & 20 Largest Unsecured Creditors
SHEARIN FAMILY: Plan Revised to Address Wachovia Objections

SHELLEY MELONE: Voluntary Chapter 11 Case Summary
SIM FRYSON MOTOR: Case Summary & 20 Largest Unsecu Creditors
SIMMONS CO: Unit Missed $7.9MM Interest Payment Due July 15
SINCLAIR BROADCAST: Retains JPMorgan as Deal Manager
SMART & FINAL: Moody's Downgrades Corporate Family Rating to 'B3'

SPECTRA ENERGY: Moody's Downgrades Preferred Stock Rating to 'Ba1'
ST JOHN: Moody's Downgrades Corporate Family Rating to 'B3'
STANDARD MOTOR: Debt Redemption Cues Moody's to Withdraw Ratings
SYNCORA GUARANTEE: BCP Accepts All RMBS Tendered in Exchange Offer
TESTWELL INC: Court Sets Cash Collateral Hearing for July 21

TEAM FINANCE: Moody's Gives Positive Outlook; Affirms 'B2' Rating
TESTWELL INC: Names Malinowski as Chief Restructuring Officer
TIERRA DEL SOL: U.S. Trustee Asks Court for Trustee or Examiner
TIMOTHY RALSTON: Case Summary & 13 Largest Unsecured Creditors
TOYS R US: Faces Lawsuit on Price Fixing & Conspiracy

TOUSA INC: Bondholders Warned Against Transeastern Bailout
TRICOM SA: Disclosure Statement OK'd, Plan Hearing Set for Aug. 12
TRIPLE PLAY CONCEPTS: Case Summary & 20 Largest Unsec. Creditors
WATERFRONT HOTEL VENTURES: Case Summary 4 Largest Unsec. Creditors
VERASUN ENERGY: Court Extends Plan Deadline to July 31

VERASUN ENERGY: Court OKs Sale of ASA Albion, Bloomingburg Assets
VERASUN ENERGY: Gets Nod to Hire AP Services for Wind-Down
VERASUN ENERGY: Seeks to Hire Schrader as Real Estate Agent
VERASUN ENERGY: Seeks to Recover $3.6 Million Utility Deposits
WCI COMMUNITES: Chinese Claimants Balk at Reorganization Plan

WEBBER POWERCORDS: Case Summary & 20 Largest Unsecured Creditors
WINDSTAR PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
YOUNG BROADCASTING: Cancels Auction of 10 Television Stations
YRC WORLDWIDE: JPMorgan Facility Amended to Extend Revolver
YRC WORLDWIDE: Seeks to Suspend Pension Payments Until Dec. 2010

* Auto Task Force Leader to Address Suppliers at Industry Confab
* Lear, Opus West Are Top Bankruptcy Filers Since Mid-June

* Real Estate Experts Say Foreclosures Will Continue to Rise
* Troubled Pittsburgh Economy Doing Better than Most

* BOOK REVIEW: Distressed Investment Banking - To the Abyss and
               Back

                            *********

A-1 STOR ALL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: A-1 Stor All, Laguna Vista, LLC
        5222 Pirrone Ct #301
        Salida, CA 95368

Bankruptcy Case No.: 09-92175

Chapter 11 Petition Date: July 14, 2009

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

Judge: Robert S. Bardwil

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 James R. Daniels.


ACCREDITED HOME: Court OKs Quinn Emanuel as Litigation Attys.
-------------------------------------------------------------
Accredited Home Lenders Holding Co., and its affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Quinn Emanuel Urquhart Oliver & Hedges LLP as
special litigation counsel effective as of May 1, 2009.

Quinn Emanuel is serving as counsel for the Debtors in connection
with any claims arising out of or related to the sale of its
servicing business to Select Portfolio Servicing, Inc., a
subsidiary of Swiss banking giant, Credit Suisse.

Hourly rates of partners for Quinn Emanuel range from $730 to
$970, counsel range from $390 to $950 and legal assisants $265 to
$295.

The firm may be reached at:

     Jonathan E. Pickhardt, Esq.
     Quinn Emanuel Urquhart Oliver & Hedges, LLP
     51 Madison Avenue
     New York, New York 10010

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: Panel Retains Elliott Greenleaf as Co-Counsel
--------------------------------------------------------------
The official committee of unsecured creditors formed in the
Chapter 11 cases of Accredited Home Lenders Holding Co., and its
affiliates ask for permission from the U.S. Bankruptcy Court for
the District of Delaware to hire Elliott Greenleaf as co-counsel,
nunc pro tunc to June 20, 2009.

Elliott Greenleaf will serve as the Committee's Delaware counsel
and conflicts counsel.

Hourly rates of the firm are:

                                         Rates
                                         -----
      Rafael X. Zahralddin-Aravena        $575
      Henry F. Siedzikowski               $565
      Brian R. Elias                      $260
      Neil R. Lapinski                    $375
      William M. Kelleher                 $400
      Shelley A. Kinsella                 $385
      Jeffrey M. Rigby                    $225
      Elizabeth A. Williams               $210
      Kristin A. McCloskey                $200
      Aron M. Pillard                     $200
      Jessi A. Adkins                     $200
      Phillip Giordano                    $175

EG is a "disinterested person" within the meaning of Sections 1103
and 101(14) of the Bankruptcy Code.

The firm may be reached at:

     Rafael X. Zahralddin-Aravena, Esq.
     Elliott Greenleaf
     1105 Market Suite, Suite 1700
     Wilmington, Delaware 19801
     Telephone: (302) 384-9400
     Facsimile: (302) 385-9399
     E-mail: rxza@elliottgreenleaf.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: Panel Retains Weiser LLP as Fin'l Advisors
-----------------------------------------------------------
The official committee of unsecured creditors formed in the
Chapter 11 cases of Accredited Home Lenders Holding Co., and its
affiliates ask for permission from the U.S. Bankruptcy Court for
the District of Delaware to reain Weiser LLP as fianncial
advisors, nunc pro tunc to June 23, 2009.

Weiser is conducting financial investigations that are necessary
and appropriate to the Chapter 11 proceedings and is providing
assistance, including, but not limited to, analyzing the Debtors'
assets and liabilities, analyzing asset sales proposed by the
Debtors, and analyzing the Debtors' prepetition and postpetition
financing.

The billing rates for services rendered by Weiser's professionals
are:

      Partners/Directors       $350-$550
      Senior Managers/Managers $240-$420
      Seniors/Assistants       $120-$300
      Paraprofessionals         $70-$140

Weiser will seek reimbursement of actual and necessary expenses it
incurs in connection with the services rendered to the Committee.

James Horgan, partner at Weiser LLP, says the firm or its
professionals don't have any interest adverse to the Debtors,
their estates and parties-in-interest.

Weiser may be reached at:

     Weiser LLP
     135 West 50th Street
     New York, NY 10020

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: Taps APS for Management, Restructuring Services
----------------------------------------------------------------
Accredited Home Lenders Holding Co., and its affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ AP Services, LLC, effective as of May 1, 2009.

AP Services is providing interim management and restructuring
services and has designated Michael Murphy as chief administrative
officer and Meade Monger as chief restructuring officer for the
Debtors.  APS's services include acting as CRO and other executive
officers, developing and executing a corporate busienss plan,
balance sheet and operational restructuring, crisk management,
asset value and utilization consulting, liquidity consulting,
expeditious liquidation with maximum recovery and claims
management and resolution.

The Court's order provides that APS and its affiliates will not
act in any other capacity, including as a financial advisor,
claims agent or investor/aquiror.  In the event the Debtors seek
to have APS personnel assume additional executive officer
positions, they will be required to seek permission from the
Court.

The Debtors will compensate APS on a monthly basis for fees based
on the hours worked by Monger, Murphy and personnel serving as
temporary staff for Accredited Home:

      Professional         Position at Debtors   Hourly Rate
      ------------         -------------------   ------------
      Meade Monger             CRO                   $650
      Mike Murphy              CAO                   $650
      Todd Brents          Accounting & Bankr.
                               Director              $600
      Bart Brown              Manager                $525
      Henry Colvin            Manager                $500
      Connie McKenzie      Accounting Associate      $375

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.  Judge Mary F. Walrath presides over the jointly
administrated cases.  The Debtors' assets range from $10 million
to $50 million and its debts from $100 million to $500 million.


ACCREDITED HOME: Engages Phoenix Capital as Fin'l Advisor
---------------------------------------------------------
Accredited Home Lenders Holding Co. and its affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Phoenix Capital, Inc., as investment banker and
financial advisor, nunc pro tunc to May 1, 2009

Before its bankruptcy filing, Accredited Home retained Phoenix to
help them market and sell various assets.  Phoenix will continue
to provide advisory services.

Prepetition, Phoenix received $50,000 from the Debtors.  For
services during the pendency of the Chapter 11 cases, the firm
will receive $75,000 upon the sale of certain assets relating to
the Debtors' mortgage servicing operations, and $75,000 upon the
sale of certain financial assets, inclduing real-estate owned and
various whole loans.  Phoenix will also seek reimbursement of up
to $25,000 of reasonable out-of-pocket expenses.

Michael P. Lau, executive vice president of Phoenix, says his firm
is a "disinterested person" as that term is defined in 11 U.S.C.
Sec. 101(14).

The firm may be reached at:

     Phoenix Capital Inc.
     999 Eighteenth Street, Suite 1400
     Denver, Colorado 80202

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,
and Pachulski Stang Ziehl & Jones LLP as co-counsel.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Accredited Home
also tapped  Luce, Forward, Hamilton & Scripps LLP and  Quinn
Emanuel Urquhart Oliver & Hedges LLP for various litigation.
APS Services LLC has been tapped to provide management services,
including a CRO for the Debtors.  The official committee of
unsecured credtiors tapped Arent Fox as counsel, Elliott Greenleaf
as Delaware and conflicts counsel, and Weiser LLP as financial
advisor.

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


ADMANCO INC: Landlord's Recovery Limited in Wisc. Receivership
--------------------------------------------------------------
WestLaw reports that a commercial tenant's receiver was entitled
to recover a cash security deposit and proceeds from letters of
credit issued for the benefit of the landlord to the extent that
the amounts exceeded statutory limits on landlord's recovery to
past due rent, and to any actual damage caused by a rejection of
the lease by debtor.  The Wisconsin Court of Appeals relied upon
bankruptcy law for guidance in its interpretation of the statutory
limits.  The letters of credit were in the nature of a security
deposit which was required to be returned upon satisfactory
completion of the lease term.  The letters of credit would
automatically terminate.  A letter of credit with a related
reimbursement agreement secured by the debtor's assets could
overwhelm the estate to the detriment of other creditors.
Admanco, Inc. ex rel. Polsky v. 700 Stanton Drive, LLC, ---N.W.2d-
---, 2009 WL 996814, 2009 Wis. App. 57 (Wis. App.).

On December 30, 2004, Admanco filed an Assignment for the Benefit
of Creditors pursuant to Wis. Stat. ch. 128.  That same day, the
court in the receivership proceeding entered an order under ch.
128 appointing Michael S. Polsky as the receiver over all assets
of Admanco.  The court's December 30 order additionally enjoined
creditors from proceeding against Admanco, "the assignor."

When the Assignment for the Benefit of Creditors was initiated,
Admanco was a tenant under a "Net Industrial Building Lease" dated
March 31, 2004, for property located at 700 Stanton Street in
Ripon, Wisconsin.  700 Stanton Drive, LLC, owned the property and
was the landlord under the lease, which was for a fifteen-year
term.  Pursuant to the lease, Admanco provided Stanton with a
security deposit in the amount of $61,313.66, and an irrevocable
standby letter of credit in the amount of $375,000.  Admanco's
guarantors under the lease, Christopher Bumby, Edward Bumby, and
the Elizabeth A. Bumby Marital Trust, provided a second letter of
credit in the amount of $375,000.  Mr. Polsky remained in
possession of the leased premises until Admanco's assets were sold
in January 2005 at which time the purchaser of Admanco's assets,
EBSCO Industries, Inc., occupied the premises.  EBSCO later
entered into a written lease with Stanton commencing April 1,
2005.

Mr. Polsky sued the landlord to recover excess lease payments
after it drew letters of credit issued for its benefit by M & I
Marshall & Iisley Bank.  The Honorable Peter L. Grimm of the
Circuit Court in Fond du Lac County granted summary judgment in
favor of the receiver, and the landlord appealed.  On review,
Judge Neubauer in the Court of Appeals affirmed the lower court
decision, holding that: (1) Admanco's receivership filing was not
itself a rejection of the lease; (2) the landlord was not a
secured creditor; (3) the security deposit was subject to a
statutory limit on the landlord's recovery; and (4) the letters of
credit were in the nature of a security deposit, subject to the
statutory limit on the landlord's recovery.


AIR CANADA: Reaches Pact With Union; Bankruptcy May be Averted
--------------------------------------------------------------
Susan Carey and Monica Gutschi at The Wall Street Journal report
that the International Association of Machinists and Aerospace
Workers has approved a new labor contract with Air Canada
containing no raises or pension payments for 21 months, giving the
airline breathing room as it tries to avoid a second bankruptcy
filing.

According to WSJ, Air Canada now has agreements with the five
Canadian unions that will hold the line on wage and pension
benefits, allowing the airline to save cash amid global recession,
a decline in air-travel demand, and increasing competition from
its low-cost rival WestJet Airlines Ltd.

WSJ says that Air Canada will give 15% of its equity to a trust
for the workers, with proceeds of stock sales to be contributed to
a C$2.9 billion pension deficit.  The report states that while the
unions' ownership exceeds 2%, they will have a seat on the board.

Air Canada CEO Calin Rovinescu is trying to secure regulatory
relief on the pension front, says WSJ.  Without the waiver, the
airline will have to make catch-up contributions late this month
and in August, WSJ states.  If the airline achieves the pension
waiver and raises fresh cash, it would then need a "significant
cost-reduction program requiring participation by certain
suppliers and stakeholders," WSJ reports.

An Export Development Corp. spokesperson said that the company has
been approached by Air Canada for a commercial loan of about
C$200 million, WSJ relates.

According to the report, analysts expect the funds to come from:

     -- Air Canada's parent, ACE Aviation Holdings Inc.;
     -- Canadian Imperial Bank of Commerce; and
     -- General Electric Co.'s GE Capital Aviation Services, which
        leases or finances about 100 of Air Canada's jetliners.

Failure on either securing regulatory relief on the pension plan
or raising at least C$600 million in new financing could push the
airline back into bankruptcy for the second time since 2003, WSJ
reports.

                         About Air Canada

Air Canada (TSX: AC.A, TSX: AC.B) -- http://www.aircanada.com/--
is Canada's largest airline and flag carrier.  The airline,
founded in 1936, provides scheduled and charter air transportation
for passengers and cargo to 160 destinations worldwide.  Its
largest hub is Toronto Pearson International Airport in Ontario.
The airline is a founding member of Star Alliance, an alliance of
21 member airlines formed in 1997.  Air Canada's corporate
headquarters are located in Montreal, Quebec, since its move from
Winnipeg, Manitoba, in 1949.  The airline's parent company is the
publicly traded firm ACE Aviation Holdings.

As reported by the Troubled Company Reporter on June 5, 2009,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Air Canada to 'CCC+' from 'B-'.  The outlook is
negative.  "The downgrade reflects our assessment that the
company's liquidity to support its operations in the near term
remains dependent on positive developments in a number of
financing and operating initiatives, the outcomes of which remain
uncertain," said Standard & Poor's credit analyst Greg Pau.


ALLAN OLSEN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Allan Olsen
               Wendi Rae Olsen
               872 North Harmony Avenue
               Gilbert, AZ 85234

Bankruptcy Case No.: 09-16352

Chapter 11 Petition Date: July 15, 2009

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

Debtors' Counsel: J. Kent Mackinlay, Esq.
                  Warnock, Mackinlay & Carman, PLLC
                  1019 S. Stapley Dr.
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175
                  Email: kent@mackinlaylawoffice.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.


ALUMINIUM DOORS: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aluminium Doors Manufacturing, Inc.
           dba Maldonado Aluminium
           dba Cristales Curvos, Inc
        PO Box 851
        Juana Diaz, PR 00795

Bankruptcy Case No.: 09-05835

Chapter 11 Petition Date: July 15, 2009

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

Debtor's Counsel: Nydia Gonzalez Ortiz, Esq.
            Santiago & Gonzalez
            11 Calle Betances
            Yauco, PR 00698
            Tel: (787) 267-2205
            Email: sgecf@yahoo.com

Total Assets: $2,378,000

Total Debts: $1,494,924

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/prb09-05835.pdf

The petition was signed by Richard Merritt, managing member of the
Company.


AMERICAN COMMUNITY: Court OKs Lowenstein as Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order authorizing American Community Newspapers LLC and its
affiliates to hire Lowenstein Sandler PC as counsel, effective as
of April 28, 2009.

Lowenstein will, among other things, (i) provide the Debtors with
advice and prepare all necessary documents regarding debt
restructuring, bankruptcy and asset dispositions, (ii) take all
necessary actions to protect and preserve the Debtors' estates,
(iii) prepare on behalf of the Debtors all necessary pleadings in
connection with the administration of the Chapter 11 cases.

Lownestein received $480,848 for work rendered prepetition.
Postpetition, Lowenstein will charge the Debtors at these rates:

                       Hourly Rate
                       -----------
     Members            $410-$767
     Senior Counsel     $360-$550
     Counsel            $320-$520

John K. Sherwood, Esq., a member of the firm, says Lowenstein does
not hold an interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14).

Lowenstein may be reached at:

     Kenneth A. Rosen, Esq.
     Mary E. Seymour, Esq.
     Eric H. Horn, Esq.
     65 Livingston Avenue
     Roseland, New Jersey 07068
     Telephone: (973) 597-2500
     Facsimile: (973) 597-2400

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  When the Debtors
filed for protection from their creditors, they listed assets
between $50 million and $100 million, and debts between
$100 million and $500 million.


AMERICAN COMMUNITY: Court OKs Graubard Miller as Corp. Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order authorizing American Community Newspapers LLC and its
affiliates to hire Graubard Miller as special corporate counsel,
effective as of April 28, 2009.

Graubard has provided work to the Debtors since 2005 to address
the many legal issues that have arisend and continue to arise in
the course of the Debtors' operations.  During the pendency of the
Chapter 11 case, Graubard has agreed to, among other things, (a)
assist the Debtors in sale transactions, (b) advise the Debtors in
connection real estate transactions outside the ordinary course,
and (c) advise the Debtors with respect to tax issues.

The firm will charge the Debtors' estates at these rates:

                       Hourly Rate
                       -----------
     Members            $425-$575
     Senior Counsel     $385-$410
     Associates         $180-$345
     Legal Assistants   $165-$175

Paul Lucido, member of the firm, says the firm does not hold an
interest adverse to the Debtors' estates and is a "disinterested
person" as that term is defined in 11 U.S.C. Sec. 101(14).

The firm may be reached at:

     Paul Lucido, Esq.
     Graubard Miller
     405 Lexington Avenue,
     New York, New York 10174

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  When the Debtors
filed for protection from their creditors, they listed assets
between $50 million and $100 million, and debts between
$100 million and $500 million.


AMERICAN COMMUNITY: Court OKs Landis Rath as Delaware Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order authorizing American Community Newspapers LLC and its
affiliates to hire Landis Rath & Cobb LLP as Delaware counsel,
effective as of April 28, 2009.

The firm has agreed to, among other things, (I) advise the
debtors-in-possession with respect to their duties and powers and
take all necessary action to protect and preserve the estates,
(II) prepare the necessary pleadings, and (III) appear in Court to
represent and protect the interests of the Debtors and their
estates.

Prior to the petition date, the firm received a $20,195 retainer.

William E. Chipman, Jr., a partner at Landis Rath, says the firm
does not hold an interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14).

The firm will charge the Debtors based on the hourly rates of its
professionals.  Mr. Chipman charges $500 per hour; Mark D.
Olivere, associate, $340 per hour; and Cynthia E. Moh, associate,
$250 per hour.

The firm may be reached at:

     William E. Chipman, Jr., Esq.
     Mark D. Olivere, Esq.
     Cynthia E. Moh, Esq.
     Landis Rath & Cobb LLP
     919 Market Street, Suite 1800
     P.O. Box 2087
     Wilmington, Delaware 19801
     Telephone: (302) 467-4400
     Facsimile: (302) 467-4450

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  When the Debtors
filed for protection from their creditors, they listed assets
between $50 million and $100 million, and debts between
$100 million and $500 million.


AMR CORP: Poor Economy Hurts Demand, Revenue; Posts $390MM 2Q Loss
------------------------------------------------------------------
AMR Corporation reported a net loss of $390 million for the second
quarter of 2009, or $1.39 per share.  The results include the
impact of approximately $70 million in non-recurring charges
related to the sale of certain aircraft and the grounding of
leased Airbus A300 aircraft prior to lease expiration.  Excluding
those non-recurring charges, the second quarter 2009 loss was
$319 million, or $1.14 per share.

The current quarter results compare to a net loss of $1.5 billion
for the second quarter of 2008, or $5.83 per share.  The year-ago
results included a $1.1 billion non-cash charge to write down the
value of certain aircraft and related long-lived assets to their
estimated fair value and a $55 million charge for severance-
related costs from the Company's system-wide capacity reductions.
Excluding those special charges, AMR reported a second quarter
2008 net loss of $298 million, or $1.19 per share.

"The challenges for our industry and company have continued
throughout 2009," said AMR Chairman and CEO Gerard Arpey.  "With
ongoing global economic weakness and the resulting effect on
travel demand, revenues are down sharply from a year ago.  The
spot price of oil, while much lower than this time last year, has
risen since early this year and remains volatile.  Even as we face
these hurdles, however, we continue to focus on improvements in
areas within our control.  We bolstered liquidity and obtained
additional committed financing related to our fleet renewal
program.  We also improved in our dependability and customer
experience measures and announced additional capacity reductions
as we seek the right balance between supply and demand."

Among accomplishments during the second quarter of 2009 and to
date, the Company obtained $66 million from an aircraft sale-
leaseback transaction and completed a $520 million public offering
of enhanced equipment trust certificates.  The offering provides
financing for 16 of its Boeing 737 deliveries and four owned 777
aircraft for which the Company has received approximately
$150 million in gross proceeds to date.  The Company also
announced plans to take delivery of eight additional 737s,
bringing total 737 firm orders to 84 during 2009 through 2011,
including aircraft already delivered this year, and enhanced the
terms of a committed financing arrangement for 737 aircraft.

Taking into account the recently completed $520 million offering,
all of American Airlines' firm 737 orders through 2011 are,
subject to certain terms and conditions, covered by committed
financing arrangements.

The Company recently entered into an amended agreement with one of
its credit card processors that limits the amount of the reserve
the processor can hold back from American Airlines' credit card
receivables through the end of 2009.  The Company estimates the
maximum hold-back reserve to be approximately $300 million,
including the $154 million reserve it had posted as of June 30,
2009, during this period.

Continuing its capacity discipline, in June 2009 the Company
announced plans to reduce system-wide capacity by approximately
7.5 percent for full-year 2009 compared to 2008 levels, a
reduction of about one percentage point greater than forecast in
earlier guidance.  The Company also continued to streamline its
operations and identify cost savings opportunities, including
consolidating its reservations function by discontinuing
operations at its Eastern Reservations Office, which will occur in
September of this year.

Arpey reiterated expectations that American and four of its fellow
oneworld members -- British Airways, Iberia, Royal Jordanian, and
Finnair -- will receive DOT approval of their application for
global antitrust immunity this fall, and the companies look
forward to continuing to demonstrate the public benefits of their
plans to regulators in the European Union.  With this approval,
American, British Airways and Iberia plan to launch a joint
business relationship that will improve travel options and
customer benefits on flights between North America and Europe.

Mr. Arpey added, "In spite of these very challenging times, we
continue to see improvements in our dependability and customer
experience metrics, thanks in large part to the hard work and
commitment of our employees."

Financial and Operational Performance (Excluding Impact of Special
Items)

AMR reported second quarter consolidated revenues of approximately
$4.9 billion, a decrease of nearly 21 percent year over year,
largely driven by reduced capacity and the reduced demand for air
travel and cargo resulting from the global economic downturn.  In
addition, the Company estimates that the impact of the H1N1 virus
reduced second quarter revenue by approximately $50 million to
$80 million.

Other revenues, from sources such as confirmed flight changes,
purchased upgrades, Buy-on-Board food services, and baggage
service charges, increased 7.4 percent to $565 million in the
second quarter, compared to the second quarter of 2008.
Reflecting global economic weakness, the Company's cargo revenue
declined by approximately $99 million or 42.6 percent in the
second quarter compared to the same period in 2008.

American Airlines' mainline passenger revenue per available seat
mile (unit revenue) declined by 16 percent in the second quarter
compared to the year-ago quarter.

Mainline capacity, or total available seat miles, in the second
quarter decreased by 7.6 percent compared to the same period in
2008, as the Company continued to exercise capacity discipline
given the difficult demand environment.

American Airlines' mainline load factor -- or the percentage of
total seats filled -- was 81.8 percent during the second quarter,
compared to 82.5 percent in the second quarter of 2008.  American
Airlines' second quarter yield, which represents average fares
paid, decreased by 15.4 percent compared to the second quarter of
2008.  The decrease in yield was largely due to more-aggressive
pricing industrywide and reduced traffic in the premium cabins.

American Airlines' mainline cost per available seat mile (unit
cost) in the second quarter decreased by 12.8 percent year over
year, largely due to lower fuel prices.  Taking into account the
impact of fuel hedging, AMR paid $1.90 per gallon for jet fuel in
the second quarter versus $3.19 a gallon in the second quarter of
2008, a 41 percent decrease.  As a result, the Company paid
$910 million less for fuel in the second quarter of 2009 than it
would have paid at prevailing prices from the prior-year period.

Excluding fuel, mainline unit costs in the second quarter of 2009
increased by 5 percent year over year, driven by costs related to
reduced capacity, pension expenses, and investments in
dependability initiatives.

Balance Sheet Update

Including the proceeds from the sale-leaseback transaction of
approximately $66 million, AMR ended the second quarter with
$3.3 billion in cash and short-term investments, including a
restricted balance of $460 million.  That compares to a balance of
$5.5 billion in cash and short-term investments, including a
restricted balance of $434 million and more than $800 million in
collateral from hedge counterparties that was held by the Company,
in the second quarter of 2008.  The Company's second quarter 2009
cash balance includes the impact of approximately $400 million in
long-term debt and capital lease payments during the quarter --
and approximately $1.2 billion during the first half of the year -
- out of approximately $2 billion in total expected long-term debt
maturities and capital lease payments in 2009.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $14.2 billion at the end
of the second quarter of 2009, compared to $15.2 billion at the
end of the second quarter of 2008.  AMR's Net Debt, which it
defines as Total Debt less unrestricted cash and short-term
investments, was $11.4 billion at the end of the second quarter of
2009, compared to $10.1 billion at the end of the second quarter
of 2008.

Following the Company's sale-leaseback transaction in the second
quarter, long-term debt payments, and the completion of the
$520 million public offering of enhanced equipment trust
certificates, which closed on July 7, AMR estimates it has
approximately $3.7 billion in unencumbered assets and other
sources of liquidity, which includes assets that could be sold or
financed, such as aircraft, the AAdvantage program, route
authorities, slots and its American Eagle subsidiary.  The Company
also expects to disencumber more than $500 million in additional
assets as a result of scheduled debt maturities later this year.

                       About AMR Corporation

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

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

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


ARLINGTON CINEMA INC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Arlington Cinema Inc.
        2903 Columbia Pike
        Arlington, VA 22204

Bankruptcy Case No.: 09-15601

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Daniel M. Press, Esq.
            Chung & Press, P.C.
            6718 Whittier Ave., Suite 200
            McLean, VA 22101
            Tel: (703) 734-3800
            Fax: (703) 734-0590
            Email: dpress@chung-press.com

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

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/vaeb09-15601.pdf

The petition was signed by Gregory G. Godbout, president of the
Company.


ATA AIRLINES: Court Approves Fees of 8 Professionals
----------------------------------------------------
The Bankruptcy Court approved the proposed allowance of fees and
reimbursement of expenses of eight professionals retained in ATA
Airlines Inc.'s bankruptcy case:

                       Period             Fees   Expenses
                       ------             ----   --------
Baker & Daniels LLP     04/02/08 to    $162,554     $6,333
                       04/10/09

FTI Consulting Inc.     04/22/08 to    $174,090       $132
                       03/31/09

Hoover Hull LLP         12/01/08 to     $33,775       $293
                       04/10/09

Hostetler & Kowalik PC  12/01/08 to     $19,953       $493
                       03/31/09

Huron Consulting        01/28/09 to    $136,369          -
Services LLC          04/10/09

Mesirow Financial       10/07/08 to  $1,258,969     $7,736
Consulting LLC        04/10/09

Haynes and Boone, LLP   04/02/08 to  $7,425,771   $200,592
                       04/10/09

Otterbourg Steindler    04/21/08 to    $841,134    $14,628
Houston & Rosen PC    04/10/09

                        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 Objects to Travelers Casualty's Claim
----------------------------------------------------------------
Steven Turoff, Plan Trustee under the confirmed First Amended
Chapter 11 Plan of ATA Airlines Inc., asks the Court to disallow
and expunge Claim No. 3940 filed by Travelers Casualty and Surety
Company of America against the airline.

Travelers Casualty filed a claim to seek reimbursement under the
surety bonds, which it issued on behalf of ATA Airlines to secure
the airline's financial obligations to various entities.  The
bonds had been canceled since the Court approved the stipulation
inked by the companies to cancel the bonds.

Attorney for the Plan Trustee, Terry Hall, Esq., at Baker &
Daniels LLP, in Indianapolis, Indiana, says that Travelers
Casualty has not made payment on the bonds.  She points out that
while Travelers Casualty asserts that it may be required to make
future payment, the beneficiaries of the bonds do not have valid
claims based on ATA Airlines' books and records and on the
failure of most beneficiaries to file proofs of claim.

The Plan Trustee also objects to Travelers Casualty's claim to
the extent it seeks recovery of legal fees and expenses and
renewal premiums.

"Travelers has not provided any documentation of the legal costs
it has incurred or of the premiums it alleges have accrued nor
has Travelers provided any documentation showing that it is
entitled to recover its legal costs," Ms. Halls says.

Mr. Turoff also asks the Court to require Travelers Casualty to
return to the Plan Trust the $911,388 balance of the letter of
credit, which the company drew down sometime in April 2008.

Travelers Casualty holds the funds as security for ATA Airlines'
obligation to reimburse the company for amounts that Travelers
Casualty might be required to pay to the beneficiaries of the
bonds.

                        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)


AURORA OIL: Negotiates with Lenders on Terms of Restructuring
-------------------------------------------------------------
Aurora Oil & Gas Corporation disclosed in a filing with the
Securities and Exchange Commission that the Companies are working
to facilitate a worldwide restructuring transaction, including
entering into several amendments and forbearance agreements with
BNP Paribas and the lenders under the Senior Secured Credit
Facility and D.E. Shaw Laminar Portfolios, LLC, and the lenders
under the Second Lien Term Loan.  The Companies have not yet been
able to obtain agreement on the terms of a restructuring and
intend to utilize the bankruptcy process to attempt to achieve a
consensual restructuring or some other appropriate alternative.

The Companies will continue to operate their businesses as
debtors-in-possession which require court approval of matters
outside the ordinary course of business.  No trustee, examiner, or
official committee has been appointed.

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

Mr. Sanford R. Edlein, the Companies' chief restructuring officer
and a managing director with Huron, commented, "We hope to use
Chapter 11 to facilitate a global restructuring of the Companies'
debt obligations and expect to work on a consensual plan with the
lenders to minimize our time in bankruptcy, while at the same time
exploring other potential value-maximizing opportunities.  Among
other petitions for relief, the Companies have sought authority to
make royalty payments and to satisfy other obligations of critical
vendors.  Ultimately, we hope to operate in Chapter 11 in the
ordinary course as was done prior to this bankruptcy filing."

                      About Aurora Oil & Gas

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

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


AVISTAR COMMUNICATIONS: CEO Moss Steps Down; Kirk Named President
-----------------------------------------------------------------
Simon Moss on July 8, 2009, resigned voluntarily from all
positions he held with Avistar Communications Corporation,
including his positions as Chief Executive Officer and a member of
the Company's Board of Directors.

On July 9, the Company's Board of Directors appointed Robert Kirk
as President of the Company effective July 14.

                     Moss Separation Agreement

In connection with Mr. Moss' resignation and in recognition of his
contributions to the Company, the Company entered into a
Separation Agreement and Release with Mr. Moss on July 8, 2009.

The Company will pay Mr. Moss $270,000), at the rate of $22,500
per month, less applicable withholding, for 12 months from the
first regular payroll date following the expiration of the
Consulting Period.

The Company will reimburse Mr. Moss for COBRA coverage for a
period of 13 months and for payments for a $50,000 life insurance
policy, up to a maximum of $100.00 per month, for a period of 12
months.

The Company will pay Executive a bonus in the amount of $60,000,
less applicable withholding, within 10 business days.

With respect to all shares subject to options under the Stock
Agreements that are vested as of July 8, 2009, Mr. Moss will be
entitled to exercise the shares for a period of 12 months from
July 8, 2009.

For one month starting on July 8, 2009, Mr. Moss will make himself
reasonably available to serve as a Consultant to the Company.
During this period, Mr. Moss will assist in the orderly transition
of his employment, including the transition of client
relationships, and otherwise assist the Company as requested by
the Chairman of the Board or other designated officer or board
member.  As consideration for the consulting services, the Company
will pay Mr. Moss a lump sum equivalent to one month of base
salary, for a total of $22,500.

For a period not to exceed two months following the expiration of
the consulting period, Mr. Moss may provide further transition
assistance to the Company, as needed.

Subject to certain exceptions, the Company and Mr. Moss agreed to
release any claims they may have against each other arising on or
prior to the date of the agreement.

                        Appointment of Kirk

Mr. Kirk most recently served as chief executive officer of
ChoicePay, Inc., a payment services company, from August 2008 to
its sale to Tier Technologies, Inc. in January 2009.  Mr. Kirk
served as Chief Executive Officer of VICOR, Inc., a provider of
image-enabled receivables processing and management solutions
company, from August 2005 to its sale to Metavante Corporation in
August 2007.  Prior to his appointment as Chief Executive Officer
of VICOR, Inc., in August 2005, Mr. Kirk served continuously in
various management positions at VICOR, Inc. beginning in January
1999.  Mr. Kirk holds a Master's and Bachelor's degree in Business
Administration from West Virginia University.

On July 14, 2009, the Company and Mr. Kirk entered into an
Employment Agreement that provided for this compensation to
Mr. Kirk:

     -- Base Salary.  The Company will pay Mr. Kirk a base salary
        at the annualized rate of $270,000 or at other rate not
        below $270,000 as the Compensation Committee of the Board
        may determine from time to time.

     -- Stock Options.  Mr. Kirk will be granted an option to
        purchase 1,500,000 shares of the Company's Common Stock,
        at an exercise price equal to the fair market value of the
        Company's Common Stock on the date of grant as determined
        by the Company's Board of Directors.  The option will vest
        over a four-year period subject to Mr. Kirk's continued
        service with the Company.

     -- Mr. Kirk will be eligible to participate in the Company's
        annual incentive option program pursuant to such terms and
        conditions as determined by the Compensation Committee in
        its sole discretion.

     -- Bonus.  For each fiscal year of the Company, Mr. Kirk will
        be eligible to receive an annual bonus based upon the
        achievement of performance criteria specified by the
        Compensation Committee.  For the second half of fiscal
        2009, the maximum amount of the bonus will be $80,000 and
        will be based on the Bonus in place for the CEO position.
        This plan pays a Bonus for proportionate attainment of
        revenue, profit, and cash goals beyond a threshold.
        Within the first month of employment, Mr. Kirk and the
        Compensation Committee of the Board will settle on a
        revised formula.

     -- Employee Benefits.  Mr. Kirk will be entitled to
        participate in the employee benefit plans maintained by
        the Company of general applicability to other senior
        executives of the Company.

     -- Expenses.  The Company will reimburse Mr. Kirk for
        reasonable travel, entertainment or other expenses
        incurred by Mr. Kirk in the furtherance of or in
        connection with the performance of Mr. Kirk's duties
        hereunder, in accordance with the Company's expense
        reimbursement policy as in effect from time to time.

     -- Severance:

        Involuntary Termination.  If prior to a change of control,
        Mr. Kirk's employment with the Company terminates
        (excluding a termination based on Mr. Kirk's death or
        disability) other than voluntarily or for cause, and Mr.
        Kirk signs and does not revoke a release of claims with
        the Company, then Mr. Kirk shall be entitled to receive:
        (i) continuing payments of severance pay (less applicable
        withholding taxes) at a rate equal to his base salary
        rate, as then in effect, for a period of six months from
        the date of such termination of employment, to be paid
        periodically in accordance with the Company's normal
        payroll policies; (ii) all shares of common stock subject
        to the option which have vested as of the date of Mr.
        Kirk's termination of employment shall be exercisable for
        a period of six months following the date of such
        termination, (iii) reimbursement for the cost of continued
        health plan coverage for the Mr. Kirk and his dependents
        for a period of six months from the date of such
        termination of employment; and (iv) the portion of the
        projected bonus for the fiscal year in which such
        termination of employment occurs accrued up to the date of
        termination as determined by the Compensation Committee in
        its sole discretion.

Mr. Kirk is expected to be appointed to the Board of Directors of
the Company on July 15, 2009 by vote of the Board to fill the
vacancy created by Mr. Moss' departure.

                         Nasdaq Delisting

On June 12, 2009, Avistar received a letter from The Nasdaq Stock
Market, indicating that the Nasdaq Hearings Panel has determined
to delist the shares of the Company from NASDAQ and would suspend
the common stock of the Company from trading on NASDAQ effective
at the open of trading on June 24.  The Panel's decision to
suspend the Company's common stock was the result of the Company
not evidencing a market value of listed securities above
$35 million for 10 consecutive trading days, or otherwise
demonstrating compliance with alternative continued listing
standards, during the period from April 2, 2009 and June 22, 2009.

On April 2, 2009, the Company received a notice from the Panel
indicating that it had determined to grant the Company's request
for continued listing on NASDAQ, subject to the Company's
compliance with the Listing Standards from April 2 and June 22.
The Company said its common stock would be quoted on the Over-The-
Counter Bulletin Board or OTCBB in the event its shares are
delisted from The NASDAQ Capital Market.

On June 17, the Company requested a review by the Nasdaq Listing
and Hearing Review Council of the Panel's decision.  There can be
no assurance that the Council will grant the Company's request for
a review or that such review will result in a stay of the Panel's
decision to delist the Company's common stock.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At March 31, 2009, the Company had $3,513,000 in total assets and
$17,915,000 in total liabilities, resulting in $14,402,000
stockholders' deficit.


BASIN WATER: Files Ch. 11; Sells All Assets to Amplio Filtration
----------------------------------------------------------------
Basin Water, Inc., has signed an asset purchase agreement to sell
substantially all of its assets to Amplio Filtration Holdings,
Inc., a Delaware corporation and an affiliate of the Amplio Group,
an international operator and investor in renewable energy and
liquid filtration businesses.

To facilitate the sale process, Basin Water has filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code.  Basin Water anticipates that the Chapter 11
filing will allow it to complete the sale under Section 363 of
Chapter 11 of the Bankruptcy Code to Amplio Filtration Holdings,
Inc. or to another buyer who is determined by the Bankruptcy Court
to have offered a higher and better bid for the assets of the
Company.  Basin Water expects that the sale will close in the
third quarter of this year.  During this process, the Company
expects to continue normal business operations consistent with its
obligations as a Chapter 11 debtor-in-possession under the
jurisdiction of the Bankruptcy Court.

Basin Water expects to continue to sell, design and build custom
water and air treatment solutions and provide uninterrupted
customer service to those customers with whom it has water service
agreements.  The Company will continue paying suppliers for goods
and services provided after the bankruptcy filing date and,
subject to approval by the Bankruptcy Court, the Company will pay
all wages and benefits for active employees without interruption.

According to Michael M. Stark, President and CEO of Basin Water,
the Chapter 11 process will allow the Company to continue
providing its pay-for-performance environmental solutions to its
customers in municipal and industrial markets while the business
completes a structured sale of the Company's assets.  "We are
grateful for the continuing support of our customers, our
suppliers and our alliance partners as we undertake the Chapter 11
sale process.  We have always been committed to providing reliable
solutions for our customers, and we will continue to live up to
those commitments as we go through this process.  We do not
anticipate any significant disruptions to our business and,
subject to the approval of the Bankruptcy Court, intend to pay our
vendors promptly for goods and services provided after the filing.
What is more, we plan to be very active in the marketplace,
developing new business opportunities and executing new contracts
with our prospective customers," he said.  "We expect to emerge
from this process as a new company in the financial position to
continue our mission of providing guaranteed environmental
solutions on a pay-for-performance basis and achieving low
lifecycle costs in meeting our customers' needs," he added.

                 Terms of Asset Purchase Agreement

Under the Asset Purchase Agreement, Amplio Filtration Holdings
would purchase substantially all of the Company's assets and
assume certain of the Company's obligations associated with the
purchased assets through a supervised sale under Section 363 of
the Bankruptcy Code.  The purchase price is $2,000,000, but is
subject to higher and better bids, approval of the Bankruptcy
Court and customary closing conditions.  The Company plans to
engage in a robust bidding process with any and all interested
parties.  Those interested in submitting bids should contact
Andrew F. Viles, Managing Director, Head of US M&A, Canaccord
Adams, 99 High St., Boston, MA 02110, 617.371.3715, or the Company
in writing at 9302 Pittsburgh Avenue, Suite 210, Rancho Cucamonga,
CA 91730, as soon as possible, as competing bids are expected to
be due by August 20, 2009.

The Chapter 11 filing by the Company was made July 16, 2009, in
the United States Bankruptcy Court for the District of Delaware,
in Wilmington, Delaware.  Basin Water's legal advisors with
respect to the Chapter 11 filing are Young Conaway Stargatt &
Taylor, LLP and Latham & Watkins LLP.

                         About Basin Water

Basin Water, Inc. --  http://www.basinwater.com/-- designs,
builds and implements systems for the treatment of contaminated
groundwater, industrial process water and air streams from
municipal and industrial sources.  It provides reliable sources of
drinking water for many communities, and the ability to comply
with environmental standards and recover valuable resources from
process and wastewater streams.  Basin Water has developed
proprietary, scalable ion-exchange, biological and other treatment
systems that effectively process contaminated water and air in an
efficient, flexible and cost effective manner.


BANK OF AMERICA: Henry Paulson to Defend Merrill-BofA Merger
------------------------------------------------------------
Deborah Solomon and Michael R. Crittenden at The Wall Street
Journal report that former Treasury Secretary Henry Paulson will
tell lawmakers that any attempt to cancel the merger between Bank
of America and Merrill Lynch would have put the viability of the
two companies at risk, as well as the broader financial system.

WSJ relates that Mr. Paulson will be testifying before the House
Oversight and Investigations Committee about the Treasury's role
in the BofA-Merrill deal.

According to WSJ, Mr. Paulson believes that he acted appropriately
in warning BofA CEO Kenneth Lewis that the Company's management
could have been ousted if it withdrew from a deal to acquire
Merrill.  Such a move would have suggested a "colossal lack of
judgment," WSJ says, citing Mr. Paulson.  Ronald D. Orol at
MarketWatch relates that Mr. Paulson said in a prepared statement
that BofA had no legal basis to cancel the transaction.

MarketWatch reports that a July 14 internal memorandum from the
Democratic staff of the oversight committee shows that Mr. Lewis
had no chance of succeeding in litigation had he chosen to try and
break up the deal by triggering a "material adverse effect" clause
in the transaction contract.  According to the memo, the losses at
Merrill didn't allow BofA to walk away from the deal.

The oversight committee may seek to have Mr. Lewis testify again
to clear up statements some lawmakers consider contradictory,
MarketWatch relates.

According to MarketWatch, Oversight and Government Reform
Committee Chairman Edolphus Towns will have key officials from the
U.S. Securities and Exchange Commission and Federal Deposit
Insurance Corp. testify before the committee about concerns that
they weren't involved sufficiently.

Mr. Paulson also denied allegations that he and the Fed might have
sought to oust BofA's board if they didn't go through with the
transaction after they became aware of major losses at Merrill,
MarketWatch states.

Mr. Towns said that BofA benefited from implied federal backing on
about $118 billion of Merrill assets and owes the government
compensation, David Mildenberg at Bloomberg News relates.

Citing people familiar with the matter, Bloomberg reports that
regulators said that BofA owes at least part of a $4 billion fee
it agreed to pay in January because the Company benefited from
U.S. backing on Merrill assets like mortgage-backed bonds.

BofA said that it owes the Treasury nothing because the plan was
never put into effect, Bloomberg states, citing sources.
According to Bloomberg, the sources said that the agreement was
never completed as the Treasury dealt with multiple financial
crises and debated which assets would be included.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BASHAS' INC: Can Tap $27.3MM From Accounts to Pay Employees
-----------------------------------------------------------
The Associated Press reports that the Hon. James Marlar of the
U.S. Bankruptcy Court for the District of Arizona has granted
Bashas' Inc. permission to tap $27.3 million from various accounts
to pay wages and benefits earned by employees last week.

The AP relates that Bashas' will also use the money from its
accounts to keep store shelves stocked by paying suppliers of food
and other products.  According to the report, Judge Marlar also
allowed Bashas' to pay for liquor and tobacco products delivered
during last weekend but not paid for by the stores.

Bashas' Inc. -- aka National Grocery, Bashas Food, Bashas' United
Drug, Food City, Eddie's Country Store, A,J. Fine Foods, Western
Produce, Bashas' Distribution Center, Sportsman's, and Bashas'
Dine -- is a 77-year-old grocery chain in Chandler, Arizona.  The
Company and its two affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Bashas'
listed $100,000,001 to $500,000,000 in assets and debts.


BEARINGPOINT INC: Deloitte Says Lenders Deal Affects Sale Terms
---------------------------------------------------------------
BearingPoint, Inc., et al., has filed a motion with the U.S.
Bankruptcy Court for the Southern District of New York, pursuant
to Rule 9019 of the Federal Rules of Bankruptcy Procedure, for
approval of a settlement agreement with Wells Fargo Bank, N.A., as
successor administrative agent of the secured lenders, and the
official committee of unsecured creditors.

Pursuant to the settlement agreement, in exchange for (a) the
termination of the Committee's period to challenge the validity of
the lenders' liens, (b) the agreement to remit 100% of the
proceeds of future sales of any assets and the proceeds of any
avoidance actions, and (c) modifications to the amended and
restated agreement with secured lenders dated June 1, 2007,
secured lenders agree to set aside $10 million in cash as a
contribution to a trust for the benefit of unsecured creditors.

In addition, the settlement provides the Debtors with continued
access to cash collateral to wind down their businesses and to pay
claims on account of severance and the proposed key employee
incentive plan.

Under the terms of the settlement, secured lenders will also
receive, as adequate protection, a fee of $10 million to be paid
immediately after the payment of (a) the secured lenders' secured
claims, minus the $10 million contribution and (b) the "priority
paid time off", and an exit payment of $10 million, subject to
certain reductions.

                  Deloitte Objects to Settlement

Deloitte LLP has filed an objection to the proposed settlement.

According to Deloitte, the settlement agreement has the effect of
"preordaining" the outcome of the motion of the Committee to
vacate the Court's order dated February 18, 2009, that allowed the
Debtors to pay wages and benefits, while at the same time
consenting to a $10 million exit fee payable to the secured
lenders, a $10 million gift to unsecured creditors, the payment to
senior employees of $1.8 million in cash incentives, and
reinstatement of lump sum severance payments to terminated
employees.  Deloitte says the settlement deprives current and
former employees of previously approved paid time off (PTO)
benefits.

Deloitte explained that as a result of the sale of the Debtors'
Public Services practice to Deloitte, about 4,200 of the Debtors'
employees transitioned to Deloitte.  A component of the sale was
the Debtors' continuing obligation to pay employees who departed
from the Debtors' employ before utilizing all of their paid time
off cash equal to the value of the paid time off.

The Debtors, Deloitte says, have offered no rational basis for
approval of the settlement and cannot satisfy the burden of proof.

Finally, Deloitte says the settlement alters the terms of the sale
between the Debtors and Deloitte post closing without recourse,
which will have a significant adverse financial impact on Deloitte
and many of the Debtors' current and former employees who will be
deprived of benefits that were approved by the Court and upon
which they also relied.

                      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 represents the Creditors' Committee as
counsel.

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

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

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


BEARINGPOINT INC: Sellng PS Legacy Contracts to Eclat for $15.1MM
-----------------------------------------------------------------
BearingPoint, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for authority to sell to Eclat
Consulting, LLC, substantially all of the remaining contracts
related to their Public Service Group assets that were not
included in the sale to Deloitte LLP.

Pursuant to an asset purchase agreement that BearingPoint entered
into with Eclat on July 2, 2009, Eclat has offered to purchase the
legacy contracts for $15.1 million and to assume certain of BE's
liabilities.

Additionally, because the APA provides that clat may terminate
the agreement if a final sale order is not entered on or before
July 31, 2009, BE requests that any order approving the APA and
related transactions be effective immediately and that the Court
waive the 10-day stay pursuant to Bankruptcy Rule 6004(h).

The Debtors tell the Court that the PS Group legacy contracts were
offered to a number of potential purchasers.  After consultation
with the Official Committee of Unsecured Creditors, the Debtors
determined that Eclat offered the best value for the legacy
contracts.

On June 24, 2009, the Court entered an order which authorized the
Debtors to assume, assign, and sell their legacy contracts
pursuant to certain procedures without the need for further Court
approval.  The Debtors say that since that time, BE has entered
into three APAs pursuant to the legacy contract procedures, with a
total value of $11.7 million.

According to Marcia L. Goldstein, Esq., and Joseph H. Smolinsky,
Esq., at Weil, Gotshal & Manges LLP, in New York, the Debtors
believe that the aforementioned legacy contracts order authorizes
them to enter into the APA and complete the transaction with
Eclat, but given the magnitude of the sale and out of an abundance
of caution, are seeking Court approval of the sale.

                      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 represents the Creditors' Committee as
counsel.

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

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

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


BEARINGPOINT INC: Blake Dawson Hired for Australian Matters
-----------------------------------------------------------
BearingPoint Inc. and its affiliates obtained from the U.S.
Bankruptcy Court for the Southern District of New York approval to
employ Blake Dawson as special counsel, nunc pro tunc to the
petitition date.

Blake Dawson is employed to represent and advise the Debtors in
connection with matters related to BearingPoint Australia Pty Ltd
that have a substantial financial impact on the Debtors and their
estates, including (1) advice relating to the sale of assets of BE
Australia, (2) advice pertaining to a management buy-out of BE
Australia, (3) advice related to claims.

Blake Dawson will be compensated at its customary hourly rates.
The firm will charge AU$575 to AU$750 per hour for partners,
AU$395 to AU$575 per hour for senior associates and AU$290 to
AU$470 for lawyers.

The firm may be reached at:

     Mark Stanbridge, Esq.,
     Blake Dawson
     225 George Street,
     Sydney NSW 2000
     Australia.

                      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.


BERNADETTE JUDGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bernadette Judge
        3417 Clinton
        West Seneca, NY 14224

Bankruptcy Case No.: 09-13251

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: James M. Joyce, Esq.
                  4733 Transit Road
                  Lancaster, NY 14043
                  Tel: (716) 656-0600
                  Fax: (716) 656-0607
                  Email: jmjoyce@lawyer.com

Total Assets: $1,603,000

Total Debts: $1,446,733

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Ms. Judge.


BIOJECT MEDICAL: Maturity of Promissory Notes Moved to Aug. 15
--------------------------------------------------------------
Bioject Medical Technologies Inc. reports that on July 13, 2009,
it entered into a Convertible Subordinated Promissory Note Second
Extension Agreement with each of Life Sciences Opportunities Fund
II (Institutional), L.P., and Life Sciences Opportunities Fund II,
L.P., relating to two Convertible Subordinated Promissory Notes,
dated as of December 5, 2007, issued by Bioject to the LOF Funds
in the aggregate principal amount of $600,000.  The Second
Extensions extend the maturity date of the Notes from July 15,
2009, to August 15, 2009.

Bioject also reports that on July 8, 2009, it entered into
amendment to its lease agreement, effective June 30, 2009, with
MEPT Commerce Park Tualatin II and III LLC related to its
Tualatin, Oregon facility.

The Partial Abatement III provides that rent in the amount of
$12,000 for each of May and June 2009 be deferred until a later
date.  Landlord, in its sole discretion, may, by written notice,
extend the period of Partial Abatement III on a month-to-month
basis through December 31, 2009.

Amounts deferred under Partial Abatement III, plus accrued
interest at the rate of 9% per annum, will be due within 60 days
upon the earlier to occur of (i) sale of all or substantially all
of Bioject's assets or the acquisition or merger of Bioject or the
occurrence of any other transaction identified in Section 4.15.4
of the original lease agreement, (ii) capital or equity raise of
$3.0 million or more, (iii) strategic partnership with up-front
payments over $300,000, (iv) default by Bioject under the lease;
provided, that if none of the events have occurred by December 31,
2010, Bioject will commence paying back amounts deferred under
Partial Abatement III (plus interest) in 12 equal installments at
the same time and in the same manner as Base Rent commencing on
January 1, 2011 and on the first of each month thereafter until
paid in full.  The parties acknowledge that amounts previously
deferred pursuant to prior lease amendments are still accruing.

Bioject Medical Technologies Inc. is an innovative developer and
manufacturer of needle-free injection therapy systems.

Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of its independent registered public
accounting firm for the year ended December 31, 2008, expressed
substantial doubt about the Company's ability to continue as a
going concern.

In its report for the quarterly period ended March 31, 2009, the
Company indicated it has historically suffered recurring operating
losses and negative cash flows from operations.  As of March 31,
2009, it had an accumulated deficit of $121.3 million with total
shareholders' equity of $800,000.  At March 31, 2009, cash and
cash equivalents were $1.0 million and the Company had a working
capital deficit of $200,000.

The Company had $6,158,853 in total assets, $3,610,891 in total
current liabilities, $1,385,783 in deferred revenues and $346,449
in other long-term liabilities.


BIOPURE CORP: Files Chapter 11; To Sell All Assets to OPK Biotech
-----------------------------------------------------------------
Biopure Corporation filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Massachusetts.
Biopure will continue to manage and operate its businesses and
assets during the pendency of the bankruptcy case, subject to the
supervision of the Bankruptcy Court.

In connection with the filing Biopure entered into an agreement
with OPK Biotech LLC for the sale of substantially all of its
assets.  The sale is subject to customary closing conditions,
approval of the Bankruptcy Court and the conduct of a Bankruptcy
Court supervised auction process in which Biopure will seek
competing bids to achieve the highest price possible for its
assets.

If the proposed OPK Biotech LLC transaction closes, Biopure
expects that there will be limited, if any, value for the common
stockholders in the bankruptcy liquidation process. Stockholders
of a company in Chapter 11 generally receive value only if all
claims of the company's secured and unsecured creditors are fully
satisfied.  Biopure expects such claims will be largely satisfied
if the proposed OPK Biotech LLC transaction closes on the
contemplated schedule.

                       Biopure Corporation

Based in Cambridge, Massachusetts, Biopure Corporation --
http://www.biopure.com/-- develops and markets pharmaceuticals,
called oxygen therapeutics, that are intravenously administered to
deliver oxygen to the body's tissues.


BISON BUILDING: Can Access Wachovia $25MM Facility on Interim
-------------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Bison Building Materials
LLC and its debtor affiliates to access, on an interim basis,
$25 million in secured postpetition financing from Wachovia Bank
National Association.

The facility will be used to (i) finance the purchase of
inventory, in the ordinary course of business; (ii) pay salaries,
rents and other expenses, in the ordinary course of business;
(iii) pay interest, fees and expenses under the financing
agreements; and (iv) pay fees and expenses incurred by the lender.

All obligations under the facility will due and payable in full on
the earliest to occur of:

   -- 180 days after the Debtors' bankruptcy filing;

   -- confirmation of a plan of reorganization in the Chapter 11
      cases;

   -- conversion or dismissal of the Chapter 11 cases;

   -- appointment of a trustee in the Chapter 11 Cases; or

   -- an event of default under the financing agreements.

The DIP facility will bear interest at a rate per annum equal to
the Adjusted Eurodollar Rate, determined on a monthly basis, plus
5.0% per annum.  After an event of default under the financing
agreements, the applicable rate of interest will be increased by
2.0% per annum.

A hearing to consider final approval of the DIP financing is set
for July 17, 2009, at 9:30 a.m.

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
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.  The United States Trustee for the Southern District of
Texas appointed five members to the official committee of
unsecured creditors in the Debtors' bankruptcy cases.  At the time
of the filing, the Company said it had assets and debts of
$50 million to $100 million.  The Company's debt includes
$14.6 million owing to Wachovia prepetition on a revolving credit
and $14 million on mortgages.


BROOKLAND PARK PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Brookland Park Plaza, LLC,
        1080 McDonald Ave, Ste 304
        Brooklyn, NY 11230

Bankruptcy Case No.: 09-34495

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue
                  New York, NY 10017
                  Tel: (212) 867-9595

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 Basheva Dresdner, manager of the
Company.


CALIFORNIA STATE: Governor, Lawmakers Fail to Agree on Budget
-------------------------------------------------------------
Jim Christie at Reuters reports that talks between California
Governor Arnold Schwarzenegger and lawmakers on state budget
failed to produce an agreement on Wednesday.

The talks, aimed at addressing the state's $26.3 billion deficit,
would continue, Reuters relates, citing officials.  According to
the report, state assembly speaker Karen Bass and California
Senate President Darrell Steinberg said that the talks lasted
weeks and have stalled over a part of the governor's plan to
suspend a law on school funding.  The report says that Democrats
opposed Gov. Schwarzenegger's proposal on cutting education
spending by suspending a voter-approved measure that locks in
funding levels for public schools.

According to Reuters, Democrats conceded that there will be no tax
increases in a budget deal as Gov. Schwarzenegger and anti-tax
Republicans in the legislature's minority have demanded and have
accepted dramatic spending cuts to fill the state budget gap.

Reuters notes that a cash cushion may help the state sell short-
term debt after a budget agreement is reached.  The state could
use a reserve of up to $2 billion, Reuters says, citing State
Senate Republican Leader Dennis Hollingsworth.


CALTEX HOLDINGS: Consents to Chapter 11 Trustee Appointment
-----------------------------------------------------------
CalTex Holdings LP consented to the appointment of a Chapter
11 trustee when faced with a motion by Newstar Financial Inc.
for conversion to a liquidation in Chapter 7, Bill Rochelle at
Bloomberg News said.

CalTex, according to Bloomberg, also abandoned a Chapter 11 plan
it filed in which creditors were to be paid in full.

Even though it consented to the trustee, Caltex insisted that is
main asset -- its Houston property -- is worth enough to pay
creditors in full. CalTex believes the property is worth $35.3
million, not including equipment valued at $11.2 million and scrap
metals worth another $14.3 million. The plant previously produced
paper for Abitibi-Consolidated Inc.

Liabilities include two loans totaling $33 million.

The appointment of a Chapter 11 trustee automatically ends
CalTex's exclusive right to propose a plan.

CalTex Holdings LP is the owner of a 992-acre industrial
property in Houston.  CalTex Holdings LP was formed on December
12, 2006.  Its limited partners were Sierra Mesa LLC and Paseo
Group LLC.  The general partner is CalTex Holdings GP, Inc.,
which owns a 1% limited partner interest.  Paseo owns 75% of the
stock of GP, and Sierra owns 25% of the stock of GP.

CalTex filed for Chapter 11 protection on March 20, 2009 (Bankr.
S.D. Tex. Case No. 09-31875).  H. Rey Stroube, III, Esq., and S.
Margie Venus, Esq., at Strong Pipkin Bissell & Ledyard, L.L.P.,
represent the Debtor as counsel.  The Debtor listed assets of
$50 million to $100 million and debts of $10 million to
$50 million.


CAPITALSOURCE INC: Moody's Assigns 'Ba3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating to CapitalSource Inc. and a Ba3 rating to its new
$300 million senior secured notes due 2014.  The outlook for both
ratings is negative.  The rating assignments assume that Capital
Source will successfully issue the $300 million senior secured
notes referenced above and make a required principal reduction of
its syndicated loan facility.  Should either the debt issuance or
line paydown not occur, Moody's would need to re-examine the
rating assignments.

Moody's said the Ba3 rating reflects CapitalSource's position as a
commercial lender with a national presence and expertise in
healthcare finance.  The firm operates CapitalSource Bank, a
California industrial loan corporation, through which it
originates most new finance assets.  CapitalSource is
transitioning to this more bank-like structure after having
revoked its REIT status in January 2009.  In addition to funding
new originations through its bank, the firm's transition also
involves liquidating its earning assets at the parent holding-
company and utilizing the associated cash flows to retire parent
level debt.  CapitalSource faces a number of risks as it manages
the evolution of its business and funding model, and these were
key drivers in the rating assignment.

Moody's rating also integrates the challenging operating
conditions CapitalSource is facing, that could be disruptive to
its efforts to execute its business strategies.  Asset quality
deterioration has weakened the firm's earnings in recent quarters
and is expected to continue to do so for the next several
quarters.  Non-accrual loans increased to 5.9% in the first
quarter of 2009 from 4.0% in the fourth quarter of 2008; loans 90
days delinquent increased to 2.8% from 1.3%; and impaired loans
increased to 8.2% from 6.4%.  Deterioration is most acute in the
firm's liquidating portfolios, particularly commercial real estate
and non-healthcare related cash-flow loan portfolios.
CapitalSource has increased loss reserves in anticipation of
worsening credit quality, but additional loss provisions that
negatively affect pre-tax margins are a possibility, given the
economic environment.  In Moody's view, CapitalSource has adequate
capital strength to withstand current expected loss levels.

Capital Source is also contending with liquidity and funding
transition issues at both the parent company and CapitalSource
bank levels.  Funding mismatches and seizure in the capital
markets have challenged the parent's access to the funding that is
required to support an orderly runoff of portfolio balances.  At
March 31, 2009, the parent's liquidating loan portfolio totaled
$6.4 billion, with additional unfunded loan commitments measuring
about $2 billion.  Capital Source has successfully extended the
maturity of its credit facilities, including a pending extension
of its syndicated bank facility to March 2012 from March 2010,
contingent on the firm making a required paydown by the end of
July.  In Moody's view however, the firm will need to further
strengthen its alternative liquidity sources to assure that it has
adequate funding support going forward.

Bank certificates of deposit are the primary source of funds for
CapitalSource Bank's $2.9 billion loan portfolio, but the CD's
have a short average maturity profile relative to the associated
earning assets.  While Capital Source has a good record of
retaining CD balances as they mature, Moody's believes the firm
will need to achieve more certain and better matched funding for
the bank's loan portfolios.

Moody's rating also considers the potential performance risks
associated with CapitalSource Bank's $1.1 billion "A"
participation interest in a $4.1 billion pool of commercial real
estate loans and related assets.  Though the participation is
amortizing, deterioration in portfolio performance and the value
of underlying collateral positions has created some uncertainty
regarding future principal reductions, in Moody's view.
Additionally, Moody's considered the limiting effects on the
firm's financial flexibility of its illiquid capital investments
in healthcare net leases and residential mortgage owner trusts,
neither of which are long-term core holdings of the firm, though
Moody's believes the risks associated with the firm's exposures
through these investments is manageable.

The negative ratings outlook reflects the potential for the U.S.
recession and borrower weakness to pressure CapitalSource's asset
quality and earnings beyond current expectations, as well as the
continuing risks associated with the firm's business and funding
transitions.

Moody's Ba3 rating of CapitalSource's $300 million senior secured
notes recognizes that all of the firm's assets outside of
CapitalSource Bank are encumbered, creating no meaningful
differentiation from the corporate family rating due to the
secured position.  Proceeds of the notes will be used to pay
lenders under Capital Source's syndicated bank facility.

CapitalSource Inc. is a $15.7 billion total assets commercial
lender based in Chevy Chase, Maryland.


CHARTER COMMUNICATIONS: Amends Plan as Confirmation Hearing Looms
-----------------------------------------------------------------
Charter Communications, Inc., has filed an amended pre-arranged
Joint Plan of Reorganization with the United States Bankruptcy
Court for the Southern District of New York.  The bankruptcy court
scheduled the hearing to consider confirmation of the Pre-Arranged
Plan for July 20, 2009.

"We are filing the Amended Plan in preparation of our upcoming
confirmation hearing," said Neil Smit, President and Chief
Executive Officer.  "Since filing our initial pre-arranged plan,
we have been working constructively with our creditors and other
stakeholders and appreciate their ongoing support. Throughout this
process, Charter has maintained its focus on enhancing all aspects
of our customers' experience and looks forward to continuing to
meet their communications needs in the future."

The Amended Plan generally maintains all key terms provided under
the pre-arranged Joint Plan of Reorganization filed by the Company
on March 27, 2009.  The Amended Plan provides additional
consideration to holders of Convertible Senior Notes of Charter
Communications, Inc. in the form of 15% Payment-in-Kind Preferred
Stock in the reorganized company and potential amounts from a
litigation escrow depending on the bankruptcy court determining
which Charter entities are entitled to the proceeds of the
litigation escrow.  The Amended Plan adjusts the terms of the New
Preferred Stock to:

     (i) increase the amount from $72 million to $138 million;

    (ii) change the mandatory redemption date from seven years
         after issuance to five years;

   (iii) adjust the changes in the dividend rate so the New
         Preferred Stock would have an increase in dividend rate
         to 17% and 19% in years four and five, respectively; and

    (iv) provide for the listing of the New Preferred Stock on a
         stock exchange along with the Company's new common stock.

Although no assurances can be made, Charter believes that its
Amended Plan satisfies necessary requirements and is hopeful that
it will be confirmed by the Court.

                 About Charter Communications

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

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had
total assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

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

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.

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


CHESTERFIELD CARWASH: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Chesterfield Carwash Company, LLC
        6479 Iron Bridge Road
        Richmond, VA 23234

Bankruptcy Case No.: 09-34503

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Debtor's Counsel: Robert S. Westermann, Esq.
            Hirschler Fleischer, P.C.
            2100 East Cary Street
            The Edgeworth Building
                  Richmond, VA 23223
            Tel: (804) 771-5610
            Fax: (804) 644-0957
            Email: rwestermann@hf-law.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
3 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/vaeb09-34503.pdf

The petition was signed by John Dowling, president of the Company.


CHRISTIAN FELLOWSHIP: Ch. 11 Trustee Taps Hahn Fife as Accountants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Jeffrey I. Golden, appointed Chapter 11 trustee of
the Chapter 11 case of Christian Fellowship of Malibu, to retain
Hahn Fife & Company, LLP, effective May 12, 2009.

Hahn Fife will provide accounting services to the bankruptcy
estate, including preparing and filing the state and federal tax
returns, reviewing financial records, and any other reasonable
duties assigned to the Trustee.

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekval & Strok, LLP,
represents the Chapter 11 trustee as counsel.  In its schedules,
the Debtor listed total assets of $34,344,046 and total debts of
$18,670,082.

On July 9, 2009, the Trustee filed his first Interim Report, which
provides an overview of the activities that the Trustee and his
team of professionals have engaged in during the period December
11, 2008 through June 30, 2009. A link to the Report can be found
here. The Trustee will file future interim reports every six
months and will provide updates on his activities as appropriate.


CIB MARINE BANCSHARES: Asks TruPS Holders to Accept Plan, Stock
---------------------------------------------------------------
Bank holding company CIB Marine Bancshares, Inc., has asked
holders of its trust preferred securities to give advance approval
of a pre-packaged plan of reorganization under Chapter 11 of the
bankruptcy code that would involve conversion of their debt
securities to preferred stock.

In a solicitation sent to the holders of the trust preferred
securities, the holding company said approval of the
reorganization, similar to the recent approach used by Chrysler
and General Motors, will allow the holding company to emerge as a
stronger and better business.

Under the Plan of Reorganization, roughly $105.3 million of high-
interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative preferred
stock with a stated value of $1,000 per share and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock with
a stated value of $1,000 per share.  Each share of CIB Marine's
Series B Preferred would be convertible into 4,000 shares of the
Company's common stock only upon the consummation of a merger
transaction involving the company.  The Company Preferred would
have no stated redemption date and holders could never force the
Company to redeem it.

Further, because dividends would be noncumulative, the Company
would only be required to pay such dividends as it chooses to
declare from time to time, in its own discretion, subject to
regulatory approval.  The effects of the Plan of Reorganization,
if it is approved by TruPS holders and confirmed by the Bankruptcy
Court, would be to improve the Company's earnings by eliminating
the interest burden on it associated with the TruPS-related
indebtedness, and to significantly improve its capital position.

"Under the Plan of Reorganization, your interests as common
shareholders would not be impaired and, in fact, you would receive
the benefit of our enhanced capital position resulting from the
conversion of our outstanding TruPS indebtedness into preferred
equity upon the restructuring.  If all Series B Preferred
shareholders were to convert their shares in connection with a
merger, they would own slightly less than 50% of our outstanding
common stock and have a right to participate at that level in any
merger consideration paid to acquire our company," John P. Hickey,
Jr., CIB Marine's President and CEO, said in the letter.

The TruPS holders have until August 17, 2009 to vote on the Plan
of Reorganization.

"If we are successful in completing the reorganization outlined
above, we will immediately recommence our efforts to find a
business combination partner with the assistance of our investment
banker," Mr. Hickey said.

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

               http://ResearchArchives.com/t/s?3f64

Holding company officials stressed that the bank owned by CIB
Marine Bancshares, Inc. -- operating as Marine Bank in the metro
Milwaukee area, Indianapolis and Scottsdale, and as Central
Illinois Bank in mid-state Illinois -- will not be affected by the
plan of reorganization.

"The bank is in a strong position with capital levels that are
above the national average and higher than most of our local
competitors," said Mr. Hickey said in a news statement.  "Any
restructuring of the holding company would have no impact on the
operations of the bank and deposits, and the bank would continue
to be safe and sound."

Mr. Hickey pointed out that the bank is regulated separately from
the holding company by both federal and state regulators and its
accounts are insured by the FDIC.

"Our bank remains committed to meeting the needs of our valued
customers and has the resources to maintain a safe and secure
position. The bank is conducting regular banking business, making
loans and meeting our customers' banking needs."

Mr. Hickey said that if the plan is approved by the holders of the
trust preferred securities, the reorganization could be completed
within about 60 days, pending confirmation by the court.  He said
this would make the holding company "stronger and better" and make
it more attractive to a prospective partner.

Upon approval of the plan by the trust preferred security holders,
the holding company will present it to the court for approval.
Chrysler and General Motors both took a similar approach and
recently emerged from bankruptcy after completing a pre-packaged
restructuring and reorganization under the court's supervision.

Mr. Hickey said the holding company restructuring is necessary
because of a previous expansion effort that did not meet its
business goals and objectives.  He noted that while a previous
proposal to the trust preferred holders was not approved, he was
"cautiously optimistic" that the revised solicitation would gain
the necessary support to allow the reorganization to move forward.

"It is critical and essential that people understand and make
clear the difference between the holding company and the bank. The
bank is strong, sound and conducting business as usual. On the
other hand, the holding company has to resolve the challenges
brought on by the previous expansion effort. In simple language,
the bank is fine, but the holding company needs to be financially
restructured."

On July 2, CIB Marine said it eliminated the position of Chief
Operations Officer.  The elimination corresponds with the
resignation of Michael L. Rechkemmer from the position of Chief
Operations Officer of CIB Marine, as well as all other director or
officer positions he holds with CIB Marine's subsidiaries or
affiliates, effective June 30.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

At March 31, 2009, the Company had $858,937,000 in total assets
and $849,771,000 in total liabilities.


CIT GROUP: Fitch Says Ch. 11 Has Marginal Effect on Equipment ABS
-----------------------------------------------------------------
Although a CIT Group Inc. bankruptcy may result in asset
deterioration, the impact on the performance of outstanding ABS
transactions issued and serviced by CIT Financial USA is expected
to be nominal and have limited immediate ratings implications,
according to Fitch Ratings.

Fitch does not believe there is heightened potential for servicing
disruption for any outstanding ABS transaction.  CIT Financial
should be able to maintain operations and ongoing capacity to
effectively continue servicing the assets and fulfill all its
servicing obligations. Add bullet points from CIT Discussion. That
being said, "delinquencies and losses are expected to increase
following the bankruptcy filing, with the effect on outstanding
ratings to be predicated on the level and pace of delinquencies
and defaults," said Managing Director John Bella. "If
delinquencies and losses trend significantly above historical
experience, Fitch may either revise the Outlook on the subordinate
classes to Negative, or downgrade the classes."

CIT has continued to experience reduced financial flexibility and
liquidity pressure throughout 2009, resulting in a Fitch downgrade
of CIT's long-term Issuer Default Rating (IDR) to 'C' earlier
today. With CIT now denied access to the FDIC's TLGP program or
other government support, the likelihood of CIT filing for
bankruptcy protection increases dramatically.

Fitch currently rates two equipment receivable ABS transactions
with approximately $462.4 million in outstanding, issued and
serviced by CIT Financial. Below is a summary of historical
transaction specific performance.

CIT Equipment Collateral 2006-VT2 (CIT 2006-VT2):

   -- Class A-4 notes 'AAA'; Outlook Stable;
   -- Class B notes 'AAA'; Outlook Stable;
   -- Class C notes 'AA'; Outlook Stable;
   -- Class D notes 'A'; Outlook Stable.

The CIT 2006-VT2 transaction has performed inside of Fitch's
original base case expectations, resulting in numerous upgrades
across all classes.  While total delinquencies, currently at
6.68%, have been tracking higher in recent months and higher than
historical averages, the loss experience has remained consistent
and has been better than expected.  As of the June 20, 2009
payment date, cumulative net losses equaled 2.03%.  Based on
Fitch's analysis which incorporates an increase in net losses due
to the potential bankruptcy of CIT, lifetime collateral losses are
expected to be below Fitch's original net loss assumption.  The
transaction has a collateral pool factor of 14.20% and benefits
from a $15.8 million cash collateral account and subordination.
Total credit enhancement has continued to increase since inception
and currently stands at 22.97%, 20.72%, 17.97%, and 14.97%, for
the class A-4, B, C, and D notes, respectively.

CIT Equipment Collateral 2008-VT1 (CIT 2008-VT1):

   -- Class A-2a notes 'AAA'; Outlook Stable;
   -- Class A-2b notes 'AAA'; Outlook Stable;
   -- Class A-3 notes 'AAA'; Outlook Stable;
   -- Class B notes 'AA'; Outlook Stable;
   -- Class C notes 'A'; Outlook Stable;
   -- Class D notes 'BBB'; Outlook Stable.

The CIT 2008-VT1 transaction has exhibited a higher loss pace
relative to prior transactions.  In particular, through 13 months
of amortization the pool has experienced 1.31% in cumulative net
losses compared to 0.72% in the 2006-VT2 at 13 months out.
Additionally, total delinquencies (5.06% as of June 22, 2009) have
been tracking higher in recent months and higher than historical
averages. Based on the increasing delinquency trends, Fitch
expects lifetime collateral losses to be above Fitch's original
net loss assumption.  Furthermore, to account for the potential
significant asset deterioration due to a CIT bankruptcy filing,
Fitch incorporated stressed loss assumptions.  Under Fitch's
stressed scenarios the current credit enhancement available to all
outstanding classes is commensurate with the current ratings.
However, if the loss pace continues to increase above historical
trends, credit enhancement for the subordinate notes may not be
sufficient, reflecting potential near term negative rating
actions.  The transaction has a collateral pool factor of 58.30%
and benefits from a $25.9 million cash collateral account and
subordination.  Total credit enhancement has increased slightly
since inception and currently stands at 17.75%, 14.70%, 10.35%,
and 7.25%, for the class A-2a, A-2b, A-3, B, C, and D notes,
respectively.

Fitch will be monitoring developments surrounding CIT's discussion
with U.S. regulators regarding CIT's ability to access government
programs, the potential bankruptcy risk of CIT, and how they may
affect the ABS transactions in question.

As Fitch continues to closely monitor the performance of the
transactions, it will take further rating actions as deemed
necessary.


CIT GROUP: Moody's May Downgrade 9 Asset Backed Transactions
------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade nine asset-backed transactions sponsored by CIT Group
Inc., through its various subsidiaries, between 2004 and 2009.
The rationale for the actions is the heightened risk of a CIT
bankruptcy.  CIT, through its subsidiaries, acts as the seller and
servicer (in some instances also as the administrator) in the
affected deals.

On July 13, 2009, Moody's downgraded the senior unsecured rating
of CIT to B3 from Ba2.  Additionally, Moody's placed CIT's long-
term ratings on review for further possible downgrade.  The
downgrade of CIT's rating was based on Moody's growing concern
with CIT's liquidity position and prospects for survival of the
franchise.  The rating action for the asset-backed transactions is
a result of an increased level of uncertainty around the servicing
of these transactions should CIT file for bankruptcy.

During the review period, Moody's will primarily focus on
determining the likelihood and extent of a servicer disruption in
the event of CIT's bankruptcy and its likely impact on the
performance of the securitized assets and rated securities.  The
key considerations will include:

* The likelihood that the servicing platform would survive a CIT
  bankruptcy;

* Control of funds in the securitizations including the extent of
  commingling risk;

* The existence of mitigating factors such as presence of a back-
  up servicer and/or administrator, effectiveness of servicer
  termination triggers and the ability and willingness of the
  Indenture Trustee to reduce the negative impact of a potential
  servicer disruption;

* The potential dependence of CIT customers on continued financing
  from CIT and a possible increase in defaults if that financing
  were no longer available.

CIT, which commenced operations in 1908, is a bank holding company
that operates through a bank subsidiary as well as non-bank
subsidiaries.  CIT's primary business activities consist of
providing financing and leasing products and services to clients
within various industries.  The company organizes its operations
into five business segments: (1) Corporate Finance, (2) Trade
Finance, (3) Transportation Finance, (4) Vendor Finance and (5)
Consumer Finance.  The sponsors, servicers and administrators in
the structured transactions affected by this rating action are
wholly owned subsidiaries of CIT.

The rating framework employed in rating the small business
transaction is consistent with that Moody's uses within other
asset-backed sectors including the equipment sector.
Specifically, Moody's employed an actuarial approach in arriving
at the expected loss estimate for the collateral pool backing the
transaction.  An actuarial (rather than loan-by-loan) approach
involves inferring gross default and recovery rates for a given
asset pool based on the analysis of historical performance for
static pools of similar receivables.  In rating securitizations
backed by student loans originated under FFELP, Moody's assesses
both the liquidity and credit risk of the transaction.  The
drivers that affect the performance of a transaction include
defaults, servicer guarantee rejection rates, voluntary
prepayments, basis risk, borrower benefit utilization, and the
number of borrowers in non-repayment status, such as deferment and
forbearance.

The complete rating actions are:

U.S. Student Loan ABS:

Issuer: Education Funding Capital Trust - IV (2004 Indenture)

  -- Class 2004A-2, Placed on Review for Possible Downgrade,
     previously on 5/24/2004 Assigned Aaa

  -- Class 2004A-3, Placed on Review for Possible Downgrade,
     previously on 5/24/2004 Assigned Aaa

  -- Class 2004A-4, Placed on Review for Possible Downgrade,
     previously on 5/24/2004 Assigned Aaa

  -- Class 2004A-5, Placed on Review for Possible Downgrade,
     previously on 5/24/2004 Assigned Aaa

  -- Class 2004A-6, Placed on Review for Possible Downgrade,
     previously on 5/24/2004 Assigned Aaa

Issuer: CIT Education Loan Trust 2005-1

  -- Class A-1, Placed on Review for Possible Downgrade,
     previously on 6/16/2005 Assigned Aaa

  -- Class A-2, Placed on Review for Possible Downgrade,
     previously on 6/16/2005 Assigned Aaa

  -- Class A-3, Placed on Review for Possible Downgrade,
     previously on 6/16/2005 Assigned Aaa

  -- Class A-4, Placed on Review for Possible Downgrade,
     previously on 6/16/2005 Assigned Aaa

  -- Class B, Placed on Review for Possible Downgrade, previously
     on 6/16/2005 Assigned Aa1

Issuer: CIT Education Loan Trust 2007-1

  -- Class A, Placed on Review for Possible Downgrade, previously
     on 7/31/2007 Assigned Aaa

  -- Class B, Placed on Review for Possible Downgrade, previously
     on 7/31/2007 Assigned Aa1

Canadian Equipment Lease and Loan ABS:

Issuer: CIT Canada Equipment Receivables Trust 2008-1

  -- Class A-2, Placed on Review for Possible Downgrade,
     previously on 6/17/2008 Assigned Aaa

Issuer: CIT Canada Equipment Receivables Trust II, Series 2009-1

  -- Class A-1, Placed on Review for Possible Downgrade,
     previously on 4/9/2009 Assigned P-1

  -- Class A-2, Placed on Review for Possible Downgrade,
     previously on 4/9/2009 Assigned Aaa

U.S. Equipment Lease and Loan ABS:

Issuer: CIT Equipment Collateral 2006-VT2

  -- Class A-4, Placed on Review for Possible Downgrade,
     previously on 12/5/2006 Assigned Aaa

  -- Class B, Placed on Review for Possible Downgrade, previously
     on 12/5/2006 Assigned Aa3

  -- Class C, Placed on Review for Possible Downgrade, previously
     on 12/5/2006 Assigned A2

  -- Class D, Placed on Review for Possible Downgrade, previously
     on 12/5/2006 Assigned Baa3

Issuer: CIT Equipment Collateral 2008-VT1

  -- Class A-2A, Placed on Review for Possible Downgrade,
     previously on 5/19/2008 Assigned Aaa

  -- Class A-2B, Placed on Review for Possible Downgrade,
     previously on 5/19/2008 Assigned Aaa

  -- Class A-3, Placed on Review for Possible Downgrade,
     previously on 5/19/2008 Assigned Aaa

Issuer: CIT Equipment Collateral 2009-VT1

  -- Class A-1, Placed on Review for Possible Downgrade,
     previously on 6/10/2009 Assigned P-1

  -- Class A-2, Placed on Review for Possible Downgrade,
     previously on 6/10/2009 Assigned Aaa

  -- Class A-3, Placed on Review for Possible Downgrade,
     previously on 6/10/2009 Assigned Aaa

U.S. Small Business ABS:

Issuer: CIT SBL Company 2008-1

  -- Class A, Placed on Review for Possible Downgrade, previously
     on 12/30/2008 Assigned Aaa


CIT GROUP: Evaluating Options to Address Cash Needs
---------------------------------------------------
CIT Group Inc.'s Board of Directors and management, in
consultation with their advisors, are continuing to evaluate
alternatives to improve the Company's liquidity.  CIT is in
discussions with potential lenders to secure financing.  The
Company is continuing to serve customers.

CIT could file for bankruptcy protection as early as Friday if it
can't raise emergency funds, Serena Ng, Jodi Xu, and Timothy
Aeppel at The Wall Street Journal report, citing people familiar
with the matter.

Sources said that large bondholders of CIT are discussing a plan
to exchange $5 billion in debt for equity in the Company, Jeffrey
McCracken and Ms. Ng at WSJ relate.  According to the report, the
sources said that the exchange would be part of a broader package
that would include CIT raising $2 to $3 billion in private
financing.  The report states that the financing would be secured
by CIT's assets and may come from a bigger group of debt holders
that include large mutual funds and hedge funds that invest in
distressed debt.  The report says that the plans would depend on
the government's willingness reopen talks with CIT.

The sources said that bondholders may be willing to exchange some
of their debt to equity if the government can be persuaded to give
approval for the asset transfers, WSJ relates.  According to WSJ,
18 of CIT's biggest bondholders -- each of which holds at least
$250 million in debt -- were forming a committee and preparing to
appoint legal and financial advisers.  WSJ notes that most of the
debtholders interested in lending to CIT own debt that comes due
in the next few months and want CIT avert a bankruptcy filing so
it can pay them in full.

According to WSJ, sources said that shoppers may see fewer
products on the shelves if suppliers refuse to ship goods to
stores because they're worried they won't get paid by CIT.  The
Company, says WSJ, is a lender to 950,000 mostly small and midsize
businesses and is one of the nation's biggest players in supplying
credit and cash advances to clothing retailers and manufacturers.

        One Security Rises on Firm's Possible Bankruptcy

Maxwell Murphy at WSJ relates that one CIT security may benefit
from the Company's bankruptcy.  WSJ says that all, except one, of
CIT's securities plunged in Thursday trading.  That one security
is soaring on the news the U.S. government won't bail out CIT, WSJ
states.

According to WSJ, a 7.75% mandatory convertible preferred stock
rose as much as 76% on Thursday, and recently traded up 44.2% at
$8.75 apiece -- 35 cents on the dollar given its original $25
price tag.  It was issued in late 2007 and trading under the
symbol CIT.PRZ, says the report.  Citing Keefe, Bruyette & Woods
senior vice president Brian Lovit, the report states that the
mandatory convertibles waited until Thursday to jump as there was
still hope the government would step in to prop up CIT, a hope
dashed by the company late Wednesday.

WSJ reports that when the mandatory convertible is slated to come
due in November 2010 and convert into common shares, holders will
be out of the money on any CIT stock price below $34.98 -- more
than $34.50 above the current price.  According to WSJ, Mr. Lovit
said that the $600 million issue was structured as a trust
preferred, but the money in trust passed through to CIT.  WSJ
notes that investors shouldn't expect to receive the full $25
liquidation preference.  The report states that they will get the
same recovery on the dollar as other senior creditors.

WSJ notes that if bondholders are correct that they will receive
somewhere near 50 cents on the dollar in the event of bankruptcy,
investors might drive the mandatory convertibles higher when and
if CIT actually files for bankruptcy protection, and these
"preferreds" may trade $12 to $13, or at least another 37% above
current levels.

                          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: DBRS Cuts Issuer and LT Debt to CCC
----------------------------------------------
DBRS has downgraded the ratings of CIT Group Inc. and its related
subsidiaries (CIT or the Company); including its Issuer and Long-
Term Debt ratings to CCC from BB (low).  Its preferred shares have
been downgraded to C from CCC (low).  Concurrently, the Company's
Short-Term Instruments rating remains R-5.  All ratings remain
Under Review with Negative Implications, where they were placed on
April 24, 2009.

The downgrades follow CIT's July 15 announcement that it has been
advised that additional support from the federal government will
not be forthcoming over the near term.  DBRS's rating action
reflects this announcement which adds significant pressure to
CIT's already weakened liquidity position.  The previous ratings
anticipated that some level of government support would be
forthcoming, which given the Company's comments now appears
unlikely.

The ratings remain Under Review-Negative reflecting the fluid
situation.  DBRS's review will consider the actions the Company
may take to bolster its short-term liquidity profile.

                          About CIT Group

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

                        *     *     *

As reported by the TCR on July 13, 2009, CIT Group Inc. has hired
bankruptcy specialist Skadden, Arps, Slate, Meagher & Flom, LLP,
as an adviser.  According to Bloomberg News and The Wall Street
Journal, CIT Group hired Skadden after it was unable to persuade
the Federal Deposit Insurance Corp. to guarantee its debt sales.
The Journal said the engagement comes as CIT prepares for a
possible bankruptcy filing.

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


COLONIAL BANCGROUP: Bank Unit to Sell Nevada Branches
-----------------------------------------------------
The Colonial BancGroup, Inc., and Colonial Bank, a wholly owned
subsidiary of BancGroup, entered into an Asset Purchase Agreement
with Global Consumer Acquisition Corporation for the sale of 21
branch offices of Colonial Bank located in Nevada.

GCAC is expected to acquire the branch network including
$492 million in deposits and $440 million in loans, of which
approximately $326 million were originated in the Nevada
franchise.  The deposit premium is $28 million or 9.33% based on a
balance of $300 million of non-time deposits.  If non-time
deposits exceed $310 million the deposit premium will be increased
by 9.33% of the amount that the non-time deposits exceed
$310 million.  If non-time deposits are less than $290 million the
deposit premium will be decreased by 9.33% of the amount that the
non-time deposits are less than $290 million.

Completion of the proposed transaction is subject to the approval
of GCAC's shareholders and various regulatory agencies.  The
transaction contemplated by the Agreement is expected to close
during the third quarter of 2009, subject to the receipt of all
necessary regulatory approvals and the satisfaction of certain
other closing conditions as set forth in the Agreement.

GCAC and Colonial Bank have also executed a non-binding letter
agreement expressing the parties' good faith intention to identify
additional loans satisfactory to GCAC so that the aggregate
outstanding principal balance of all loans acquired by GCAC will
be at least $450 million.  As consideration for these additional
loans, if any, GCAC would assume additional deposit liabilities
with aggregate deposit balances of an amount equal to the
outstanding principal balance of the additional loans.

A full-text copy of the Asset Purchase Agreement between Colonial
Bank, Global Consumer Acquisition Corporation and The Colonial
BancGroup, Inc., is available at no charge
http://ResearchArchives.com/t/s?3f4d

                        About Colonial Bank

Colonial Bank (NYSE: CNB) operates 354 branches in Florida,
Alabama, Georgia, Nevada and Texas with over $26 billion in
assets.  The Company's common stock is traded on the New York
Stock Exchange under the symbol CNB and is located online at
http://www.colonialbank.com/ In some newspapers, the stock is
listed as ColBgp.

As reported by the Troubled Company Reporter on June 12, 2009,
Colonial Bank has entered into a stipulation and consent for the
issuance of an Order to Cease and Desist with the Federal Deposit
Insurance Corporation and the Alabama State Banking Department.
Colonial agreed to take certain actions intended to address
various issues that have impacted the Bank's financial condition
and performance.  Among other things, the Order generally provides
for the ongoing management and oversight of the Bank, an increase
in the Bank's capital levels, a reduction in the Bank's level of
criticized assets, a reduction in concentrations of credit, and
improvement in the Bank's earnings.

                           *     *     *

According to the Troubled Company Reporter on June 11, 2009,
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.  Fitch
downgraded Colonial Bank's Colonial Bank's Long-term IDR to 'B-'
from 'B+'; Long-term deposits to 'B/RR3' from 'BB-/RR3';
Subordinated debt to 'CC/RR6' from 'B/RR6'; and Individual to 'E'
from 'D/E'.


COLONIAL BANCGROUP: No Date Yet for Special Shareholders' Meeting
-----------------------------------------------------------------
The Colonial BancGroup, Inc., will hold a special meeting of
shareholders to consider and vote on these matters:

     -- Approve an amendment to BancGroup's Amended and Restated
        Certificate of Incorporation to increase the number of
        authorized shares of common stock from 400,000,000 to
        5,000,000,000;

     -- Approve an amendment to BancGroup's Amended and Restated
        Certificate of Incorporation to increase the number of
        authorized shares of preference stock from 1,000,000 to
        50,000,000; and

     -- Approve an amendment to BancGroup's Amended and Restated
        Certificate of Incorporation to reduce the par value of
        each of the common stock, preference stock and preferred
        stock from $2.50 to $0.01 per share.

The meeting will be held at BancGroup's offices at 100 Colonial
Bank Boulevard, in Montgomery, Alabama.  No date has been set yet.

The Company has filed a proxy statement with the Securities and
Exchange Commission, a copy of which is available at no charge at:

                http://ResearchArchives.com/t/s?3f4e

                        About Colonial Bank

Colonial Bank (NYSE: CNB) operates 354 branches in Florida,
Alabama, Georgia, Nevada and Texas with over $26 billion in
assets.  The Company's common stock is traded on the New York
Stock Exchange under the symbol CNB and is located online at
http://www.colonialbank.com/ In some newspapers, the stock is
listed as ColBgp.

As reported by the Troubled Company Reporter on June 12, 2009,
Colonial Bank has entered into a stipulation and consent for the
issuance of an Order to Cease and Desist with the Federal Deposit
Insurance Corporation and the Alabama State Banking Department.
Colonial agreed to take certain actions intended to address
various issues that have impacted the Bank's financial condition
and performance.  Among other things, the Order generally provides
for the ongoing management and oversight of the Bank, an increase
in the Bank's capital levels, a reduction in the Bank's level of
criticized assets, a reduction in concentrations of credit, and
improvement in the Bank's earnings.

                           *     *     *

According to the Troubled Company Reporter on June 11, 2009,
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
and its subsidiaries following Colonial Bank, CNB's bank
subsidiary, entering into an Order to Cease and Desist with the
FDIC and the Alabama State Banking Department on June 9, 2009.
Fitch has placed the ratings on Rating Watch Evolving.  Fitch
downgraded Colonial Bank's Colonial Bank's Long-term IDR to 'B-'
from 'B+'; Long-term deposits to 'B/RR3' from 'BB-/RR3';
Subordinated debt to 'CC/RR6' from 'B/RR6'; and Individual to 'E'
from 'D/E'.


CONTECH LLC: Can Sell NC Facility to Greenseed for $1.24 Million
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
approved the sale of Contech U.S., LLC, et al's Albermarle, North
Carolina facility, free and clear of all liens and encumbrances,
to Greenseed LLC, a subsidiary of Angstrom-USA LLC.

At the closing of the sale, purchaser will wire transfer to the
CIT Group/Business Credit, as agent for the Debtors' postpetition
lenders, the net purchase price of $1,240,000 to be applied to the
Debtors' indebtedness to the DIP Lenders.

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.


CRABTREE & EVELYN: U.S. Trustee Appoints 5-Member Creditors Panel
-----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints five
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Crabtree & Evelyn, Ltd.

The Creditors Committee members are:

1. Alpha Logica, Inc.
   Attn: Harry Tal
   150 East 58th Street
   New York, NY 10022
   Tel: (212) 752-8060
   Fax: (212) 752-1160

2. Carole Hochman Design Group
   Attn: Peter Gabbe
   135 Madison Ave.
   New York, NY 10016
   Tel: (212) 725-1212
   Fax: (212) 725-8723

3. GGP Limited Partnership
   Attn: Julie Minnick Bowden
   110 N. Wacker Drive
   Chicago, IL 60604
   Tel: (312) 960-2707
   Fax: (312) 442-6374

4. Orlandi, Inc.
   Attn: Per Dobler
   131 Executive Boulevard
   Farmingdale, NY 11735
   Tel: (631) 270-1200
   Fax: (631) 270-1220

5. Simon Property Group, Inc.
   Attn: Ronald M. Tucker, Esq.
   225 West Washington St.
   Indianapolis, IN 46204
   Tel: (317) 263-2346
   Fax: (317) 263-7901

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 Crabtree & Evelyn

Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.

The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited.  Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI.  KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK").  KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.

The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267).  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent.  The Debtor has
assets and debts both ranging from $10 million to $50 million.


CRABTREE & EVELYN: Gets Schedules Filing Extension Until August 15
------------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York extended
until August 15, 2009, Crabtree & Evelyn, Ltd.'s time to file its
(i) schedules of assets and liabilities; (ii) schedules of income
and expenditures; (iii) schedules of executory contracts and
unexpired leases; and (iv) statements of financial affairs.

Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.

The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited.  Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI.  KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK").  KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.

The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267).  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent.  The Debtor has
assets and debts both ranging from $10 million to $50 million.


CRABTREE & EVELYN: Gets Nod to Access $10MM from Parent
-------------------------------------------------------
Crabtree & Evelyn, Ltd., asks for permission from the U.S.
Bankruptcy Court for Southern District of New York to:

   -- borrow from Kuala Lumpur Kepong Berhad ("KLK") of up to
      $10,000,000 in the interim and up to the principal amount of
      $40,000,000 on the final basis; and

   -- grant the DIP lender adequate protection from diminution in
      the value of its interest in its collateral.

The Court has entered an interim order approving the DIP financing
and has authorized the Debtor to borrow $10,000,000.

Prepetition, the Debtor had access to credit of up to $10 million
under a Grid Note dated April 6, 2009, in favor of KLK Overseas
Investments Ltd. ("KLKOI"), a British Virgin Islands based
investment holding company.  As of the petition date, the balance
under the Note was about $8 million.  Apart from the Note, the
Debtor is also indebted to KLKOI in the amount of $13,731,528.
The Prepetition Obligations are secured by security interests in
and liens on substantially all assets, including, without
limitation, inventory, receivables, an office building with
related parking garage, land and fixtures, and certain other
assets of the Debtors, and cash and proceeds of the foregoing.

The DIP financing provides for a roll-up of the prepetition debts.
The Debtor will use advances under the DIP Facility to pay in full
in cash the obligations arising under and in connection with the
amounts owing to KLKOI and any accrued but unpaid interest, fees
and charges due and owing in connection therewith.

The Debtor relates that it is unable to obtain sufficient
financing from sources other than the DIP Lender on terms more
favorable than under the DIP Facility.

The DIP Lender has indicated a willingness to agree and consent
to, and as applicable, provide financing to the Debtor and permit
the use of cash collateral.

                 Salient Terms of the DIP Agreement

Borrowing Limit:           $40 million

Interest Rate:             4% per annum, increasing to 6% upon
                           Event of Default until the Event of
                           Default is cured or waived.

Maturity:                  The earlier of (i) February 1, 2010;
                           and (ii) the occurrence of an Event of

Adequate Protection:       Liens on substantially all of the
                           Debtor's assets, well as super-priority
                           administrative expense claim status,
                           provided however that neither the DIP
                           Liens or superpriority claims will be
                           satisfied from proceeds of actions
                           arising under Chapter 5 of the
                           Bankruptcy Code.

Carve-Out:                 Accrued and unpaid fees and expenses

Fees:                      There are no fees associated with the
                           DIP Financing.

A final hearing on the motion is set for July 29, 2009, at
10:00 a.m. (Prevailing Eastern Time) at the U.S. Bankruptcy Court
for the Southern District of New York, Courtroom 623, One Bowling
Green, New York City.  Objections, if any, are due on July 22,
2009, at 4:00 p.m. (Prevailing Eastern Time).

Copies of the objections will be must be sent to (a) counsel to
Debtor, Lawrence C. Gottlieb, Esq., and Jeffrey L. Cohen, Esq., at
Cooley Godward Kronish LLP in New York City (b) counsel to the DIP
Lender and Prepetition Lender, Ronald J. Friedman, Esq., and
Gerard Luckman, Esq., at Silverman Acampora LLP in New York City;
and (c) Office of the United States Trustee for the Southern
District of New York.

At the July 29 hearing, the Court will also consider the Debtor's
application to hire certain professionals that will assist in the
Debtor's Chapter 11 case.  The Debtor proposes to employ Cooley
Godward Kronish LLP as bankruptcy counsel.  The Debtor eyes KPMG
Corporate Finance LLC as special real estate advisor.  The Debtor
also proposes to employ Clear Thinking Group LLC as financial
advisor.

                  About Crabtree & Evelyn, Ltd.

Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.

The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited.  Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI.  KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK").  KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.

The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267).  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent.  The Debtor has
assets and debts both ranging from $10 million to $50 million.


CRETIA INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cretia, Inc.
        215 W. Camp Wisdom, Suite 3
        Duncanville, TX 75116

Bankruptcy Case No.: 09-34561

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Melissa S. Hayward, Esq.
                  Franklin Skierski Lovall Hayward LLP
                  10501 N. Central Expry, Suite 106
                  Dallas, TX 75231
                  Tel: (214) 789-9977
                  Fax: (214) 221-7993
                  Email: MHayward@FSLHlaw.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.


CRUSADER ENERGY: Baker Hughes Looks to Sue Oil & Gas Purchasers
---------------------------------------------------------------
Baker Hughes Oilfield Operations Inc. and Knight Oil Tools
Inc., owed $2.5 million for services and materials supplied
Crusader Energy Group Inc., ask the U.S. Bankruptcy Court for the
Northern District of Texas to confirm that their plans to pursue
suits against third parties do not violate the automatic stay.

According to Bill Rochelle at Bloomberg News, Baker Hughes and
Knight explained that state laws in Texas, Oklahoma and Montana
give them statutory liens against purchasers of the oil and gas
and against the owners of the working interests in the wells.
They want to sue these third parties in order to receive payments
for their $2.5 million claims.  The Court will convene a hearing
August 3 to consider the request.

Baker Hughes and Knight Oil also ask the Bankruptcy Court to
compel Crusader to disclose information identifying the third
parties they could sue.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the Debtors
as counsel.  Holland N. Oneil, Esq., Michael S. Haynes, Esq., and
Richard McCoy Roberson, Esq., at Gardere, Wynne & Sewell,
represent the official committee of unsecured creditors as
counsel.


D&B SPECIALTY FOODS: Case Summary 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: D&B Specialty Foods USA, Inc.
        109 Roweland Drive
        Johnson City, TN 37601

Bankruptcy Case No.: 09-51935

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips

Debtor's Counsel: Fred M. Leonard, Esq.
                  27 Sixth Street
                  Bristol, TN 37620
                  Tel: (423) 968-3151
                  Email: fredmleonard@earthlink.net

Total Assets: $1,524,661

Total Debts: $3,777,724

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

            http://bankrupt.com/misc/tneb09-51935.pdf

The petition was signed by Jeff Dahill, manager of the Company.


DOWLING ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dowling Enterprises, LLC
        6479 Iron Bridge Road
        Richmond, VA 23234

Bankruptcy Case No.: 09-34501

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Debtor's Counsel: Robert S. Westermann, Esq.
            Hirschler Fleischer, P.C.
            2100 East Cary Street
            The Edgeworth Building
                  Richmond, VA 23223
            Tel: (804) 771-5610
            Fax: (804) 644-0957
            Email: rwestermann@hf-law.com

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

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

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

           http://bankrupt.com/misc/vaeb09-34501.pdf

The petition was signed by John T. Dowling, president of the
Company.


DUANE READE: Moody's Assigns 'Caa1' Rating on $210 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Duane Reade
Inc.'s proposed new $210 million senior secured notes and a Caa3
rating to its proposed new $110 million senior subordinated notes.
Moody's also affirmed Duane Reade's Caa1 Corporate Family Rating
and Ca Probability of Default Rating.  The rating outlook is
stable.  Proceeds from the issuance of these notes will be used to
fund the company's cash tender offer for its outstanding
$210 million senior secured and $195 million senior subordinated
notes.

Duane Reade's Caa1 CFR reflects the company's high leverage and
weak coverage along with its geographic concentration in and
disproportionate exposure to economic conditions in the intensely
competitive New York metro market.  The rating also incorporates
Moody's expectation that free cash flow will be weak over the next
twelve months due to relatively modest cash flow that is largely
consumed by capital expenditures.

The Ca probability of default rating reflects Moody's view that
Duane Reade's cash tender offer for its $195 million, 9.75% senior
subordinated notes -- if consummated -- would constitute a
distressed exchange, which Moody's would classify as a Limited
Default under its guidelines.

Upon the successful completion of Duane Reade's tender offer for
its senior subordinated notes, the Probability of Default Rating
will be upgraded to Caa1/LD.  This is due to Moody's current
belief that the going-forward PDR will end up at Caa1 shortly
following the closure of the transaction and recognition that the
limited default has occurred.  The likely upgrade of the PDR to
Caa1 also reflects the reduced probability of default that will
exist if Duane Reade successfully issues its new debt securities
and extends the maturity profile of its capital structure.  The
Caa1 rating will also reflect Moody's view that, given the weak
economic environment, a 50% mean family level recovery rate is
more appropriate to estimate loss-given-default than the use of a
fundamental distressed EBITDA valuation approach that it
previously used.

The stable outlook reflects Moody's view that Duane Reade's asset
based revolving credit facility and expected cash flow should
provide sufficient liquidity over the near to intermediate term to
meet all of the company's internal requirements.

Ratings affirmed are:

* Corporate Family Rating of Caa1

* Probability of Default rating of Ca

* $210 million floating rate senior secured notes rated Caa1 (LGD
  3, 32%)

* $195 million 9.75% senior subordinated notes rated Caa3 (LGD 5,
  71%)

Ratings assigned are

* $215 million guaranteed senior secured notes due 2015 rated Caa1
  (LGD 4, 52%)

* $110 million guaranteed senior subordinated notes due 2016 rated
  Caa3 (LGD 5, 85%)

The rating outlook is stable.

The last rating action for Duane Reade occurred on July 8, 2009,
when its Probability of Default rating was downgraded to Ca from
Caa1

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


EDDIE BAUER: Receives Going Concern, Liquidation Bids
-----------------------------------------------------
People familiar with the matter said that Iconix Brand Group Inc.
and VF Corp. have presented bids for Eddie Bauer Holdings, Inc.'s
assets, Jonathan Keehner and Lauren Coleman-Lochner at Bloomberg
report.

Citing sources, Bloomberg relates that Eddie Bauer also received
an offer from San Francisco-based private equity firm, Golden Gate
Capital and a joint bid from Hilco Consumer Capital and Gordon
Brothers Group LLC.

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

Bloomberg states that Eddie Bauer's lawyer, David Pollack, said
that Eddie Bauer has received bids for the entire company,
including its stores; its inventory; and its intellectual
property.

According to Bloomberg, Mr. Pollack said that the bids mean that
Eddie Bauer must choose between liquidating the company and
selling it as a going concern.  Mr. Pollack declined to name any
of the bidders due to confidentiality restrictions, Bloomberg
says.

Bloomberg, citing Mr. Pollack, reports that during the auction,
the combined value of separate offers by different bidders will be
compared with the value of a single bid to acquire Eddie Bauer and
keep it running.

VF is the world's biggest apparel maker, as a "party in interest".
Toronto-based Hilco is working with a unit of Gordon Brothers that
specializes in buying consumer-product brands.

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.


EURAMAX INT'L: Eliminates $380MM of Debt; Gets New Credit Line
--------------------------------------------------------------
Euramax International, Inc., entered into an Amended and Restated
First Lien Credit and Guaranty Agreement with its existing First
Lien Lenders for approximately US$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
the equity of Euramax.  In addition, the Company entered into a
US$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.  In addition, the Company's annual cash
interest costs have been substantially reduced.

Mitchell Lewis, President and CEO of Euramax, stated that "We
appreciate the continued support of Euramax's entire lending
group, which enabled this transaction to occur.  This new capital
structure provides Euramax with the liquidity sources and
financial flexibility to effectively navigate through the
challenging economic environment we face.  Our new capital
structure coupled with continued outstanding efforts from our
employees will enable Euramax to grow and strengthen our Company
in the years ahead."

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

                           *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Euramax International's
corporate family rating and probability of default rating to Ca
from Caa1.

Euramax was acquired for $1 billion in 2005 by management and
Goldman Sachs Capital Partners.  A "large portion of the purchase
price was financed with debt," according to S&P.


EPICEPT CORP: Plans to Raise $50,000,000 by Issuing Securities
--------------------------------------------------------------
EpiCept Corporation filed with the Securities and Exchange
Commission a registration statement under Form S-3 in relation to
its plan to raise $50,000,000 by issuing common stock, par value
$0.0001 per share; preferred stock, par value $0.0001 per share;
convertible debt securities; warrants or units.

"We may offer the securities from time to time in amounts and on
terms as we may determine through public or private transactions
or through other means," the Company said.

"The prices at which we may sell the securities may be determined
by the prevailing market price for the shares at the time of sale.

"Each time our securities are offered, we will provide a
prospectus supplement containing more specific information about
the particular offering.

"We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on a
continuous or delayed basis.  The prospectus supplements will
provide the specific terms of the plan of distribution."

The Company's common stock is dual-listed on The Nasdaq Capital
Market and the OMX Nordic Exchange under the ticker symbol "EPCT."
The last reported sale price of the common stock on July 13, 2009
was $0.64 per share.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?3f65

                        About EpiCept Corp.

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

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

                       Going Concern Doubt

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


EVEREST CROSSING LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Everest Crossing, LLC
        92 Winthrop Street
        Cambridge, MA 02138

Bankruptcy Case No.: 09-16664

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Herbert Weinberg, Esq.
                  Rosenberg & Weinberg,
                  805 Turnpike St., Suite. 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041
                  Email: hweinberg@jrhwlaw.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Solomon Chowdry, manager of the
Company.


FOAMEX INT'L: Granted August 18 Extension of Plan Exclusivity
-------------------------------------------------------------
At the behest of Foamex International Inc., the U.S. Bankruptcy
Court for the District of Delaware extended the Debtors' plan
filing deadline to August 18.  The Court granted Foamex's first
request for an extension of its exclusive period to file a Chapter
11 plan.

As reported in the Troubled Company Reporter on May 29, 2009,
MatlinPatterson Global Advisers LLC and Black Diamond Capital
Management LLC won the bidding for Foamex's business with a $155
million offer, along with the assumption of some liabilities.
Wayzata Capital Investment Partners LLC won the first auction for
the assets.  However, the auction was reopened, and
MatlinPatterson and Black Diamond emerged the winning bidder.

                    About Foamex International

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

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

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

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


FORD ASSOCIATES: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ford Associates VI-Carlsbad, LLC
        2187C San Elijo Ave.
        Cardiff, CA 92007

Case No.: 09-10087

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: William A. Smelko, Esq.
                  10931 Rockwood Rd.
                  El Cajon, CA 92020
                  Tel: (619) 236-0800
                  Email: wasmelko@aol.com

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

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

The petition was signed by Robert F. Mance, the company's manager.

Debtor's List of 23 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
A/E Scantech                                          $129

AT&T                                                  $233

Balboa Capital                                        $1,211

City of Carlsbad                                      $273

Edco                                                  $385

Jan Pro Cleaning                                      $125

JJJ Enterprises                                       $315

Jose Ramirez Landscaping                              $960

Omega Elevator Corporation                            $140

SDG&E                                                 $868

Coastal Land Solutions                                $1,271

Comfort Systems                                       $2,531

General Coatings                                      $6,733

Glanz Signing & Graphics                              $14,717

Jose Ramirez Landscaping                              $24,248

Lifeguard Fire-Protection                             $3,406

McNamara Pump & Electric                              $4,261

Richardson Steel                                      $52,485

Sierra Pacific West                                   $6,647

Tony Gudde Construction                               $90

Western Soil and Foundation                           $736

Colliers International                                $14,824

Kimball, Tirey, and St. John                          $3,455


FORD MOTOR: Vsevolozhsk Plant Resumes Production
------------------------------------------------
RIA Novosti reports that Ford Motor Co.'s Russian unit resumed
production on Monday at the Vsevolozhsk plant in the country's
northwest.

According to RIA Novosti, the plant, which suspended production
for six days on July 1 amid falling demand for cars, will shut
down on July 20 for a three-week holiday.

Ford Russia's PR director Yekaterina Kulinenk, as cited by RIA
Novosti, said production at Vsevolozhsk, which switched to a four-
day working week in June, could be lowered further.  The report
relates a spokesman for Ford Russia's trade union said on Monday
the four-day working week which was initially to run through
October 5 could be extended until February 5.

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.


FORD MOTOR: To Gain U.S. Market Share Next Few Years, Says Merrill
------------------------------------------------------------------
Merrill Lynch said that Ford Motor Co. is expected to gain U.S.
market share in the next few years, while rivals General Motors Co
and Chrysler may see sharp declines, Reuters reports.

According to Liam Denning at The Wall Street Journal, Ford looks
set to replace about a quarter of its models per year, which
should help the Company maintain some momentum in winning market
share from its Detroit rivals.

Reuters states that according to an annual study by Merrill Lynch,
Ford's market share could surpass GM.  According to Reuters,
Merill Lynch said that Ford's U.S. market share could rise 3
percentage points over the next four years to about 18%, while a
realistic GM market share would be closer to 15% or 16%.  Merrill
Lynch, according to Reuters, said that based on share gains, Ford
could post better than break-even earnings per share in 2010 and
possibly $1 per share for the year in 2011.

Reuters quoted Merrill Lynch analyst John Murphy as saying, "We
continue to believe Ford is effectively executing on its
restructuring plan, while bolstering liquidity, and view the
results of our Car Wars study as further evidence that management
is making all of the right moves."

According to Reuters, Merrill Lynch raised its price objective on
Ford stock to $8.75 from $7.50.

WSJ relates that a slow recovery in vehicle sales would obstruct
Ford's ability to increase operating cash flows to lessen its
leverage.  WSJ notes that Ford must sell more stock or swap more
debt for equity, as its long-dated bonds languish at sizable
discounts to par.  The report says that Ford's stock is again well
above May's share issue price.

According to WSJ, forecasts of what a sustainable level of U.S.
vehicle sales will be after the crisis makes it even harder to
assess Ford's near-term outlook.

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

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

                          *     *     *

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

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


FREEDOM COMMUNICATIONS: Moody's Withdraws 'Caa3' Corporate Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Freedom
Communications, Inc.

These ratings were withdrawn:

  -- Corporate Family rating
  -- Probability of Default rating
  -- Senior secured debt ratings

The company has requested that Moody's withdraw ratings.  The
ratings are being withdrawn because Moody's believes that, going
forward, it will lack adequate information to maintain a rating.

The most recent rating action occurred on March 18, 2009 when
Moody's downgraded Freedom's Corporate Family rating to Caa3 from
Caa1 and Probability of Default rating to Caa3 from Caa2.

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California.  The company recorded total
revenues of $734 million for FY 2008.


GENERAL GROWTH: Appoints G. Rufrano as Director
-----------------------------------------------
General Growth Properties, Inc., announced July 9 the appointment
of Glenn J. Rufrano to its Board of Directors.

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

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

                       About General Growth

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

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

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


FREMONT GENERAL: Creditors & Stockholders May Now File Plan
-----------------------------------------------------------
On July 14, 2009, the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, terminated, effective
as of July 17, 2009, the "exclusive period" in which only Fremont
General Corporation would be permitted to solicit votes on a filed
plan of reorganization, the Company said in a regulatory report.

Pursuant to Section 1121 of the Bankruptcy Code, a debtor-in-
possession, such as the Company, has 120 days from the date of the
filing of its Chapter 11 petition with the Bankruptcy Court in
which to file a plan of reorganization, subject to Bankruptcy
Court's discretion to grant extensions of this exclusive period,
as well as an additional 60 day period in which only the debtor in
possession may solicit votes on a filed plan.  During these
exclusive periods, no other person or entity is permitted to file
a plan of reorganization or solicit votes thereon.

On June 1, 2009, the Company filed a "Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code" and an accompanying "Disclosure
Statement Describing Debtor's Plan Pursuant to Chapter 11 of the
Bankruptcy Code" with the Bankruptcy Court, which, pursuant to
previous orders of the Bankruptcy Court, automatically extended
the Company's exclusive ability to pursue confirmation of the Plan
through September 1, 2009.

On June 8, 2009, the Official Committee of Unsecured Creditors in
the Company's pending bankruptcy proceedings filed a motion with
the Bankruptcy Court seeking to terminate the exclusive period so
that the Creditors Committee could file an alternative plan of
reorganization. The Official Committee of Equity Holders in the
Company's pending bankruptcy proceedings joined the Creditors
Committee's termination motion.

The Committee had objected to the terms of Fremont's plan, noting
among other things that the Plan does not guarantee particular
payment to creditors nor say when payments would be made, while it
allows the Company to retain some property for stockholders.  The
Committee asserts that this violates bankruptcy law.  The absolute
priority rule in the Bankruptcy Code bars any recovery by
stockholders unless creditors are paid in full.

According to Fremont, as a result of the Bankruptcy Court's
termination of the exclusive periods, the Creditors Committee, the
Equity Committee, and other parties-in-interest may file
alternative plans of reorganization and accompanying disclosure
statements  beginning on July 17, 2009.  Any Alternative Plans
will be prepared by the Creditors Committee, the Equity Committee,
or other applicable proponents without coordination with, input
from, or approval of the Company or its management team.

                          Fremont's Plan

As of April 30, 2009, the Debtor had $26,525,397 in Unrestricted
Cash, which the Debtor admits is insufficient to pay in full all
General Unsecured Claims and claims of Fremont General Financing I
under the 9% Junior Subordinated Debenture due March 31, 2026 --
the TOPrS Claims.

Fremont says that the satisfaction of these claims will be
entirely contingent upon the Reorganized Debtor's ability to
successfully realize upon its substantial investment in its
non-debtor subsidiary, Fremont Reorganizing Corporation, f/k/a
Fremont Investment & Loan.  FRC, at one time one of the nation's
largest originators of subprime loans, discontinued its subprime
lending activities in 2007.

In its amended schedules, Fremont General assigned a $278,481,263
value to its indirect interest in FRC, subject to certain
qualifications.

Pursuant to Fremont's Plan, holders of general unsecured claims,
estimated to range from $222,171,214 to $241,003,550, will receive
a [semi-annual] pro rata distribution of cash, until the claim has
been satisfied, including payment of post-petition interest, as
applicable.  Fremont estimates a 100% recovery for this class.

Allowed TOPrS Claims, estimated at $107,467,913, will also receive
a [semi-annual] pro rata distribution of the Distributable Cash
until the claim has been satisfied, including payment of post-
petition interest, as applicable.  Estimated recovery is 100%.

Holders of Equity Interests will receive Series A Equity Trust
Interests under the Plan in an amount equal to the number of
shares of the Debtor's common stock owned by said holder.  As of
the petition date, approximately 82,116,179 shares of the Debtor's
common stock had been issued.

A full-text copy of Fremont's Chapter 11 Plan is available for
free at: http://bankrupt.com/misc/Fremont.Ch11Plan.pdf

A full-text copy of the disclosure statement with respect to
Fremont's Chapter 11 Plan is available for free at
http://bankrupt.com/misc/Fremont.DS.pdf

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent and Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  The Debtor filed with the Court an amended
schedule of its assets and liabilities on October 30, 2008,
disclosing $330,036,435 in total assets and $326,560,878 in total
debts.


GENERAL GROWTH: Discloses $15 Mil. Fee Payment to Pershing
----------------------------------------------------------
General Growth Properties, Inc., discloses with the U.S.
Securities and Exchange Commission that it paid a $15 million fee
to Pershing Square Capital Management, L.P., as agent, in line
with Pershing Square's commitment to provide DIP financing to GGP
and its debtor-affiliates.  Pershing Square was outbidded by a
group of General Growth's bondholders led by Open Air Investors,
L.L.C., which is backed by Farallon Capital Management, L.L.C., as
DIP financing providers for General Growth and its debtor
affiliates.

In light of the appointment of the founder and managing member of
the general partner of Pershing Square, William A. Ackman, as
director of General Growth's Board of Directors,  Mr. Ackman and
General Growth executed a letter agreement where Mr. Ackman
agreed that while he is part of the Board, he will not make any
public statements about General Growth and other matters nor will
he take certain actions.  Otherwise, Mr. Ackman will resign from
the Board.

              W. Ackman Discloses Stock Ownership

Mr. Ackman disclosed with the SEC that he beneficially owns
23,531,369 shares of General Growth's common stock with Pershing
Square, L.P., Pershing Square II, L.P., or Pershing Square
International Ltd.

Mr. Ackman adds each of the Pershing Square Funds have entered
into cash-settled total return swaps with respect to a notional
number of shares of common stock of General Growth:

  Number of             Conversion            Expiration
  Shares Swapped          Price                  Date
  --------------        ----------           ----------
    13,000,000            $0.49               01/14/2011
     7,438,221            $0.70               01/31/2011
    13,000,000            $0.52               12/10/2010
     2,561,779            $1.58               01/31/2011
    12,500,000            $1.35               02/16/2011
     1,500,000            $1.78               01/31/2011
     2,000,000            $2.12               01/14/2011
     2,000,000            $1.51               12/10/2010

Mr. Ackman explains at the expiration date of each Swap, (i) the
applicable Pershing Square Fund is obligated to pay the
counterparty, in cash, an amount based on the decrease in price
of General Growth's shares of common stock set forth in the
conversion price, or (ii) the counterparty is obligated to pay
the applicable Pershing Square Fund, in cash, an amount based on
the increase in price of General Growth's shares of common stock.

However, Mr. Ackman disclaims that the Swaps do not give any of
the Pershing Square Funds, PS Management, Pershing Square,
Pershing Square GP or him direct or indirect voting, investment
or dispositive control over any securities of General Growth and
do not require the counterparties to acquire, hold, vote or
dispose of any securities of General Growth.

                       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: FMR Discloses 2.42% Equity Stake
------------------------------------------------
In a Schedule 13-G/A filed with the Securities and Exchange
Commission on June 9, 2009, FMR LLC disclosed that it
beneficially owned 7,594,857 shares of General Growth Properties,
Inc.'s common stock, which represents 2.42% of the 313,765,799
outstanding shares of common stock as of May 5, 2009.

FMR previously reported on March 9, 2009, that it beneficially
owned 24,161,751, which represents 7.78% of 313,573,413 shares of
common stock as of February 20, 2009.

Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR, and an investment adviser, is the beneficial owner of
7,594,857 shares.  Edward C. Johnson, chairman of FMR and FMR,
through its control of Fidelity, each has sole power to dispose
of the 7,594,857 shares.  Members of the family of Mr. Johnson
are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR, representing 49% of the voting
power of FMR.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR.  Neither FMR nor Mr. Johnson has the sole power
to vote or direct the voting of the shares owned directly by
Fidelity, which power resides with its Board of Trustees.

                       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: Greenberg Traurig & Latham Represent Lenders
------------------------------------------------------------
Howard J. Berman, Esq., at Greenberg Traurig, LLP, in New York,
discloses that his firm represents four lenders in General Growth
Properties, Inc.'s Chapter 11 cases:

  * Metropolitan Life Insurance Company
    Attn: Donald J. Healy
    125 South Wacker, Suite 1100
    Chicago, Illinois 60606

  * American General Life Insurance Company
    Attn: V.P. Servicing - Commercial
    1999 Avenue of the Stars, 38th Floor
    Los Angeles, California 90067

Each Lender's claims are in the nature of mortgage or mezzanine
loans to certain of the Debtors.  The specific nature and amounts
of any claims are yet to be filed by the Lenders.

A summary of the claims held by the Lenders are available for
free at http://bankrupt.com/misc/GGP_MezzanineLenders.pdf

Mr. Berman assures the Court that Greenberg Traurig holds no
claims against or interests in the Debtors.

In addition, pursuant to Rule 2019(a) of the Federal Rules of
Bankruptcy Procedure, Michael J. Riela, Esq., at Latham & Watkins
LLP, in New York, relates that his represents these entities:

  * Deutsche Bank Trust Company Americas,
    60 Wall Street, 10th Floor
    New York, NY 10005
    Attn: Robert Pettinato
          James Rolinson
          Amy Sinensky
          Michael Suchy

  * GGP Lenders, L.L.C.
    c/o Latham & Watkins LLP
    Sears Tower, Suite 5800
    Chicago, IL 60606

Deutsche Bank is administrative agent on behalf of certain
lenders (a) Fashion Show Mall LLC and (b) Phase II Mall
Subsidiary, LLC.  GGP Lenders is a secured creditor of certain of
the Debtors.  The specific nature and amounts of the claims held
by the Entities against the Debtors are yet to be determined, Mr.
Riela notes

Mr. Riela maintains that Latham & Watkins holds no claims against
or interests in the Debtors.

                       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: Reports 2007 & 2008 401(k) Savings Plan
-------------------------------------------------------
General Growth Properties, Inc., filed with the Securities and
Exchange Commission the 401(K) Plan on Form 11-K for the years
ended December 31, 2008 and 2007, of its general partner, GGP
Limited Partnership.

Vanguard Fiduciary Trust Company is the trustee of the Plan.  The
Plan is designed to encourage and assist eligible employees to
adopt a regular program of savings to provide for their
retirement.  The Plan is a defined contribution plan covering all
full-time and part-time employees of the GGP Limited and its
affiliates and subsidiaries.  Employees are eligible to
participate in the Plan on their first day of employment with the
Company or once the employees attain the age of 18.  Certain
individuals at locations managed by GGP Limited are either
employees of companies not owned or controlled by GGP Limited or
are covered by other qualified plans and therefore are not
eligible to participate in the Plan.  The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
and the financial statements and schedules presented are in
accordance with the financial reporting requirements of ERISA.

                         Contributions

Under the Plan, subject to certain limitations, each participant
is allowed to make before-tax contributions in 1% increments up
to 50% of gross earnings.  For 2008, a participant's before-tax
contribution was generally limited to $15,500.  For 2008,
participants age 50 and over were eligible to contribute a
before-tax catch-up contribution of up to $5,000.  Participants
may also designate all or part of their Plan contributions as
Roth 401(k) contributions, which are after-tax contributions.
GGP Limited adds to a participant's account through a matching
contribution up to 5% of the participant's annual earnings
contributed to the Plan.  GGP Limited will match 100% of the
first 4% of earnings contributed by each participant and 50% of
the next 2% of earnings contributed by each participant.

                   Participant Accounts

Separate accounts are maintained for each Plan participant.  Each
participant's account is credited with the participant's
contributions, rollover deposits and allocations of GGP Limited's
contributions and Plan earnings, and charged with an allocation
of Plan losses and administrative expenses.  Allocations are
based on participant earnings or account balances as defined in
the Plan.  The benefit to which a participant is entitled is
limited to the benefit that can be provided from the
participant's vested account.  Participants designate which
investment option or combination of options in which their
contributions and GGP Limited's matching contributions are to be
invested.

At December 31, 2008, the Plan offered these investment options:

  * Twenty-two registered investment companies which offer
    investments in stocks, bonds and cash-equivalents;

  * Common stock of GGP Limited's ultimate parent, General
    Growth Properties, Inc., a publicly-traded real estate
    investment trust; and

  * Vanguard Retirement Savings Trust, a collective investment
    trust, which invests primarily in investment contracts
    issued by insurance companies, banks or other financial
    institutions.  On December 1, 2008, the Vanguard Brokerage
    Option was closed to new contributions.  Contributions made
    to the Vanguard Brokerage Option prior to December 1, 2008,
    may remain invested.

Between January 1, 2009, and April 20, 2009, contributions to the
Employee Stock Fund were restricted to amounts that did not cause
the contributing employee's holdings in General Growth's common
stock to exceed 20% of his or her total Plan account balance.  On
April 21, 2009, the Employee Stock Fund was closed to all new
contributions.  Contributions made to the Employee Stock Fund
prior to April 21, 2009, may remain invested.

                     Participant Loans

Participants may borrow against their account, subject to certain
administrative rules.  The minimum loan that will be made is
$1,000 and the total of any individual participant's loan or
loans may never exceed the lesser of 50% of the participant's
total vested account balance or $50,000.  The loans are secured
by the balance in the participant's account and bear interest at
the prime rate on the first business day of the month in which
the loan is made plus one percent.  The term of a loan may not
exceed five years, unless the loan qualifies as a primary
residence loan, in which case the term may not exceed 20 years.
Principal and interest are due each pay period.  Participant
loans are due and payable within 90 days upon termination of
employment.

Participants are vested immediately in employee and employer
contributions for contributions made on or after January 1, 1998.

                        Termination

Although it has not expressed any intent to do so, GGP Limited
reserves the right to partially or completely terminate the Plan,
subject to the provisions of the Plan and ERISA.  Upon a complete
or partial termination of the Plan, all affected participant's
benefits will be distributable to the participant or the
participant's beneficiary.

                       Payment of Benefits

Upon termination of service due to death, disability, retirement
on or after attaining the Plan's normal retirement age of 60, or
termination of employment, the balances in the participant's
separate accounts may be paid in lump sum to the participant, or
in the event of death, the participant's beneficiary.  Prior to
termination of service, a participant may withdraw contributions
by claiming hardship.  General Growth stock will be distributed
in cash or stock, as elected by the Participant.  All other
distributions will be made in cash.  Terminated participants'
vested account balances less than $5,000 and greater than $1,000
will be transferred into an eligible retirement plan, unless the
participant elects to receive the distribution directly or to
have the distribution paid directly to an eligible retirement
plan specified by the participant.  For participant account
balances of $1,000 or less, lump sum cash distributions will be
made.

A full-text copy of General Growth's 401(k) Report on Form 11-K
is available for free at http://ResearchArchives.com/t/s?3ee5

                 General Growth 401(k) Plan
           Statement of Net Assets Available for Benefits

                                            December 31
                                         2008         2007
                                         ----         ----
Assets:
Participant-directed investments:
Registered investment companies     $147,390,568   $227,736,563
Employer stock fund                    2,358,757     60,466,217
Vanguard Retirement Savings Trust     44,108,980     35,280,713
Vanguard Brokerage Option              1,348,828      2,129,264
Outstanding participant loans          4,819,814      5,054,847
                                   -------------  -------------
Total investments                   200,026,947    330,667,604
                                   -------------  -------------
Receivables:
Employer contributions                1,419,618      1,242,094
Participant contributions               778,527        700,471
Other receivables                             -          3,695
                                   -------------  -------------
  Total receivables                    2,198,145      1,946,260
                                   -------------  -------------
   Total assets                     $202,225,092   $332,613,864
                                   =============  =============

Liabilities:
Other liabilities                              -          6,462
                                   -------------  -------------

Net Assets Available for Benefits at
Fair Value                            02,225,092    332,607,402

Adjustments from fair value to contract
value for fully benefit-responsive
investment contracts                     576,648       (266,950)
                                   -------------  -------------
Net Assets Available for Benefits    $202,801,740   $332,340,452
                                   =============  =============


                 General Growth 401(K) Savings Plan
                  Statement of Changes in Net Assets
                      Available for Benefits
                  For the Year Ended December 31, 2008

Investment Income (Loss):
Interest and dividend income                         $9,643,464
Net depreciation in fair value of investments      (137,976,008)
Other additions                                          61,476
                                                  -------------
Total investment loss                              (128,271,068)
                                                  -------------

Contributions:
Participants                                         18,787,171
Employer                                             10,926,122
                                                  -------------
Total contributions                                  29,713,293
                                                  -------------
Total investment loss and contributions            (98,557,775)

Deductions from Net Assets Attributable to:
Benefit payments                                     30,869,053
Administrative expenses                                 111,884
                                                  -------------
Total deductions from net assets                     30,980,937
                                                  -------------

Net Decrease in Plan Assets                         (129,538,712)

Net Assets Available for Benefits
Beginning of year                                   332,340,452
                                                  -------------
End of year                                        $202,801,740
                                                  =============

                       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: Deregisters Shares Under Employee Programs
----------------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, filed Post-Effective Amendment No. 1 to the
Registration Statements on Forms S-8 -- Registration No. 333-
109615 and No. 333-109616, filed with the Securities and Exchange
Commission on October 10, 2003 -- to deregister any and all Common
Stock of the Company and associated plan interests under the
General Motors Savings-Stock Purchase Program for Salaried
Employees in the United States and The General Motors Personal
Savings Plan for Hourly-Rate Employees in the United States that
have not been sold and were previously registered for issuance
under the Registration Statements.

The Company eliminated the ability of employees to purchase or
hold shares of the Company's Common Stock under the Plans, and
filed the Post-Effective Amendment No. 1 to deregister all plan
interests and any shares of the Company's Common Stock that have
not been sold under the Plans.  Effective July 10, 2009, the Plan
and Plan assets were transferred to General Motors Company,
formerly known as NGMCO, Inc. pursuant to Section 363(b) of the
United States Bankruptcy Code.

                      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: European Unit Sales Down 20% in Second Qtr. 2009
----------------------------------------------------------------
John Reed at The Financial Times reports that General Motors
Corp.'s European unit said its second-quarter sales fell 20 per
cent.

According to the FT, GM Europe sold 471,823 vehicles in the second
quarter, and claimed a market share of 9.2 per cent.

"Due to the deepest economic crisis since the Great Depression,
which strongly impacted the automotive business, GM sales were
down 20 per cent in the region, compared to a decline of 18 per
cent for the industry," GM Europe said in a statement, according
to the FT.

The FT says Opel's sales in Germany were up 45 per cent, making
the second quarter the brand's best since 2000.  Germany's
EUR5 billion (US$6.9 billion) scrappage scheme has helped keep
Opel -- the core of GM's European business -- afloat through the
industry's severe sales downturn and its U.S. parent's trip
through bankruptcy, the FT notes.

                       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: May Select Opel Buyer "Early Next Week"
-------------------------------------------------------
Chris Reiter and Serena Saitto at Bloomberg News report that Nick
Reilly, the incoming head of General Motors Corp's international
operations, said the carmaker is likely to select a buyer for Opel
"early next week".

Bloomberg relates Mr. Reilly, currently GM's Asia-Pacific head,
said in a Bloomberg TV interview from Shanghai today that Magna
International Inc. and RHJ International SA are "probably the
frontrunners" for the European unit.  Citing three people familiar
with the situation, who asked not to be named because the bids are
confidential, Bloomberg discloses GM, which signed a non-exclusive
memorandum of understanding with Magna in May, has asked for final
proposals from the Aurora, Ontario-based car-parts maker and RHJ.

According to Bloomberg, German Deputy Economy Minister Jochen
Homann said while Brussels-based investor RHJ would cut fewer than
10,000 positions at GM's European factories, compared with 11,000
jobs proposed by Magna, that doesn't make RHJ's bid more
attractive.  Magna, as cited by Bloomberg, said in a telephone
interview that Magna "still has an edge" because it has been in
talks with GM longer.  Bloomberg notes one person said Beijing
Automotive Industry Holding Co. may submit a final offer, while
it's uncertain whether Fiat SpA will renew its bid.

                            Warning

Marcus Walker at The Wall Street Journal reports that the German
government on Wednesday warned GM that, if it sells its European
car business to anyone other than Magna, then Germany might
withdraw its offer to provide state aid.  According to the WSJ,
German politicians, facing national elections Sept. 27, pledged to
support Magna's plan with EUR4.5 billion (US$6.3 billion) in loan
guarantees.  The WSJ notes German officials point out GM can't
complete a deal without Germany's aid and approval.  The WSJ
relates German states that host Opel factories, and which are
contributing to EUR1.5 billion of interim loans to keep Opel
alive, also said Wednesday that an alternative buyer would have to
renegotiate state aid.  "Consequently, if GM were to reach a deal
with another bidder, which is purely hypothetical, it would have
to say what it expects from the government, and that would have to
be negotiated," the WSJ quoted a spokesman for Chancellor Merkel,
Thomas Steg, as saying.

                   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)


GEORGIA GULF: Most Noteholders Extend Forbearance Until July 30
---------------------------------------------------------------
Georgia Gulf Corporation has entered into extensions to the
forbearance agreements with certain holders of its:

     -- 9.5% Senior Notes due 2014;
     -- 10.75% Senior Subordinated Notes due 2016; and
     -- 7.125% Senior Notes due 2013.

The Company is continuing to seek extensions of the forbearance
agreements with the lenders under its senior secured credit
agreement, which expired July 15, 2009.

The forbearance agreements provide for the Company to continue to
withhold the $34.5 million of interest payments due April 15,
2009, on the 2014 notes and the 2016 notes and the $3.6 million
interest payment due June 15, 2009 on the 2013 notes.

The Company has entered into extended forbearance agreements with
the holders of the 2014 notes comprising the requisite percentage
thereof to ensure that such indebtedness may not be accelerated
under the indentures for such notes by the holders thereof prior
to the earlier of and the first day on which (i) the indebtedness
under any issue of the Notes is accelerated; (ii) any other
remedies with respect to any issue of Notes are exercised; (iii)
the requisite lenders under the senior secured credit agreement
accelerate indebtedness thereunder or terminate the revolving
commitments thereunder, in each case due to the interest payments
being withheld by the Company or (iv) July 30, 2009.

The forbearance agreements were entered into with over 84 percent
of the holders of the Company's 2014 notes.

Also, the Company has obtained similar forbearance agreements from
the holders of 71 percent of the 2013 notes and 26 percent of the
2016 notes due to the missed interest payments for these notes.
Holders of 25 percent of these note issues may cause the
indebtedness under such notes to be accelerated.  The Company is
seeking forbearance agreements from additional holders of the 2013
notes and 2016 notes.

The defaults in the payment of interest on the 2013 notes and 2016
notes permit the requisite holders of those notes to accelerate
the indebtedness thereunder.  The defaults in the payment of
interest due under the Notes constitute a cross default under the
Company's senior secured credit agreement, permitting the lenders
thereunder to accelerate such indebtedness. Such defaults also
comprise a cross default under the Company's asset securitization
agreement, permitting the lenders to terminate that agreement. In
that event, the Company would be prevented from selling additional
receivables under the asset securitization agreement. If the
Company was to lose access to funding under both the senior
secured credit agreement and the asset securitization agreement,
the Company would be required to immediately explore alternatives
which could include a potential reorganization or restructuring
under the bankruptcy laws.

                       About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone.  The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
stockholders' deficit.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
Georgia Gulf Corp.'s $100 million 7.125% senior notes due 2013 to
'D' from 'C' and retained the '6' recovery rating, indicating
S&P's expectation of negligible recovery (0%-10%) on the notes.
At the same time, S&P kept its corporate credit rating on Georgia
Gulf at 'D'.  S&P retained its 'D' ratings on the company's
$200 million 10.75% senior subordinated notes due 2016 and
$500 million 9.5% senior notes due 2014.  S&P also retained the
'6' recovery ratings on these notes indicating S&P's expectation
of negligible recovery (0%-10%).  S&P lowered its corporate credit
rating and these issue ratings on Georgia Gulf to 'D' on May 21,
2009, following a missed interest payment of $34.5 million on
these notes.

The TCR said on June 18 that Fitch Ratings downgraded Georgia
Gulf's Issuer Default Rating to 'RD' from 'C' following its
announcement of an extension of its exchange offer until July 1,
2009.  The downgrade reflects Fitch's view that Georgia Gulf has
experienced an uncured payment default on a bond, loan or other
material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, and which has not otherwise
ceased business due to the extension of multiple waivers or
forbearance periods upon a payment default on one or more material
financial obligations.

The TCR on May 26, 2009, said Moody's Investors Service lowered
Georgia Gulf's Probability of Default Rating from Caa3 to Caa3/LD
reflecting the deemed limited default due to the non-payment of
interest on its 9.5% Guaranteed Sr. Unsecured Notes due 2014 and
the 10.75% Sr. Subordinated Notes due 2016.


HAIGHTS CROSS: Extends Private Exchange Offer for 12 1/2% Notes
---------------------------------------------------------------
Haights Cross Communications, Inc., said the expiration date for
its private exchange offer and consent solicitation to qualified
investors to exchange HCC's 12-1/2% Senior Discount Notes Due 2011
for shares of common stock of HCC has been extended until 11:59,
New York City time, on July 20, 2009, unless terminated or further
extended.

As of the close of business on July 13, 2009, the Company was
advised by the information and exchange agent for the Exchange
Offer that approximately $100 million (at maturity), or 74%, of
Senior Discount Notes had been tendered and not validly withdrawn.

Senior Discount Notes which have been validly tendered to the
Exchange Offer to date and not withdrawn remain tendered and
subject to the Exchange Offer.  Eligible Holders who have already
tendered Senior Discount Notes need not take any additional
actions to tender their Senior Discount Notes.

The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of a number of conditions including, among
others: (i) at least 95% of the aggregate principal amount of the
Senior Discount Notes being validly tendered for exchange and not
revoked, and Eligible Holders representing such Senior Discount
Notes delivering their consents to the Proposed Amendments; and
(ii) the execution of a satisfactory amendment to the Credit
Agreement.  In the event that HCC is not able to successfully
complete the restructuring, including the Exchange Offer, HCC
intends to explore all other restructuring alternatives available
to it at that time, which may include an alternative out-of-court
restructuring or the commencement of a chapter 11 case and plan of
reorganization, with or without a pre-arranged plan of
reorganization.  There can be no assurance that any alternative
restructuring arrangement or plan could be accomplished.

The Exchange Offer is being made, and the new shares of Common
Stock are being offered, only to Eligible Holders, who consist of
accredited investors, or persons other than U.S. persons, in a
transaction that is exempt from the registration requirements of
the Securities Act of 1933.  Any securities may not be offered or
sold absent registration or an applicable exemption from the
registration requirements of the Securities Act.

                About Haights Cross Communications

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is a premier
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
and school libraries, and consumers.  Haights Cross companies
include: Triumph Learning, Buckle Down Publishing and Options
Publishing, and Recorded Books.

                           *     *     *

As reported by the Troubled Company Reporter on June 26, 2009,
Haights Cross Communications and its subsidiary Haights Cross
Operating Company executed a commitment letter with the
administrative agent and the lenders under the parties' senior
secured term loan on June 17, 2009.  Certain of the Lenders have
made commitments to effectuate a Credit Agreement restructuring.

The Company, however, warned it would explore all other
restructuring alternatives in the event it is unsuccessful in
completing a restructuring.  Options include an out-of-court
restructuring or the commencement of a Chapter 11 plan of
reorganization under the U.S. Bankruptcy Code, with or without a
pre-arranged plan of reorganization.  The Company cannot assure
that any alternative restructuring arrangement or plan could be
accomplished.

Haights Cross has been in default under the Indentures for its
Senior Notes and Senior Discount Notes and under the Credit
Agreement after it failed to file audited financial statements on
time.  Ernst & Young LLP in New York City, its independent
registered public accounting firm also has raised substantial
doubt about its ability to continue as a going concern.  The
adverse opinion caused the Company to violate a separate covenant
of the Credit Agreement.

At March 31, 2009, the Company had $228,965,000 in total assets;
$408,679,000 in total current liabilities and $14,238,000 in total
long-term liabilities, resulting in $193,952,000 in stockholders'
deficit.  As of March 31, 2009, the Company had an available cash
balance of $34.5 million.  Haights Cross does not expect that its
cash on hand and cash generated from operations will be sufficient
to fund the repayment of its senior secured term loan under the
Credit Agreement should it be declared due.


HALLWOOD ENERGY: Court Approves LECG as Committee's Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in
Dallas, entered an agreed order authorizing the employment of LECG
LLC as financial advisor to the official committee of unsecured
creditors in Hallwood Energy, L.P.'s Chapter 11 cases, nunc pro
tunc to March 19, 2009.

Hallwood, the U.S. Trustee, and FEI Shale, L.P., a prepetition
lender, signed the agreed order.

Based in Dallas, Texas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation, engaging in the exploration, acquisition, development
and production of oil and gas properties.

The Company and five of its affiliates filed separate petitions
for Chapter 11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case
No. 09-31253).  Scott Mark DeWolf, Esq., Kathleen M. Patrick,
Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough
L.L.P., represent the Debtors in their restructuring efforts.
Blackhill Partners LLC serves as the Debtors' business consultant.
Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP, represents the
official committee of unsecured creditors.  In its bankruptcy
petition, Hallwood estimated having assets between $50 million and
$100 million, and debts between $100 million and $500 million.


HEALTH NET: Moody's Reviews 'Ba3' Senior Rating for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed Health Net, Inc.'s (senior debt
at Ba3) ratings under review for possible downgrade following the
announcement that Health Net Federal Services was not awarded a
renewal of its TRICARE managed care contract for the North Region.

Commenting on the review for possible downgrade, Moody's said that
after a possible appeal process, should the Department of
Defense's selection of carriers for the new TRICARE contract
stand, the loss of the contract effective April 1, 2010 will
result in a loss of approximately $2.8 billion of annual revenue
(18.7% of projected 2009 total revenue) and an estimated
$145 million in annual pre-tax income (43.7% of projected 2009
total pre-tax income) for Health Net.  The rating agency added
that the loss of the contract also would impact the company's
business profile with the loss of almost three million medical
members (49% of total membership as of March 31, 2009).  Moody's
Vice President, Steve Zaharuk added, "The loss of a sizeable and
consistent portion of Health Net's net income will be difficult
for the company to replace, and significantly weakens the
company's earnings capacity and diminishes its financial
flexibility.

Moody's stated that its review will focus on the impact the loss
of the TRICARE contract is expected to have on Health Net's
financial metrics, operations, and future strategies.  In
addition, the review also will consider Health Net's progress in
its ongoing strategic review of its businesses, which includes the
possible sale of its Northeast Operations and the planned use of
proceeds.

The last rating action on Health Net was on August 8, 2008, when
the ratings were downgraded one notch (senior debt to Ba3 from
Ba2) with a stable outlook.

These ratings were placed under review for possible downgrade:

* Health Net, Inc. -- senior unsecured debt rating at Ba3; senior
  unsecured debt shelf rating at (P)Ba3; senior subordinated debt
  shelf rating at (P)B1; subordinated debt shelf rating at (P)B1.

* Health Net of California, Inc. -- insurance financial strength
  rating at Baa3.

Health Net, based in Woodland Hills, California, reported total
revenues of $3.9 billion for the first three months of 2009.  As
of March 31, 2009, the company had total medical membership
(excluding Part D) of approximately 6.1 million and reported
shareholders' equity of $1.8 billion.

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


HEALTH NET: S&P Downgrades Counterparty Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
counterparty credit rating on Woodland Hills, California-based
Health Net Inc. to 'BB-'from 'BB'.  At the same time S&P affirmed
its 'BBB-' financial strength and counterparty credit ratings on
Health Net Inc.'s core operating subsidiaries, Health Net of
California Inc. and Health Net Life Insurance Co.  The outlook on
all of the ratings remains negative.

Health Net's subsidiary, Health Net Federal Services, currently
has a contract with the U.S. Department of Defense Transition for
the TRICARE North Region.  This contract, however, has not been
renewed, effective April 1, 2010.  "Lowering the counterparty
credit ratings reflects the loss of the TRICARE contract, which
effectively eliminates unregulated cash flows to the holding
company and reduces the company's financial flexibility," said
Standard & Poor's credit analyst Neal Freedman.

For 2009, S&P had expected the contract to make up about 40% of
the firm's pretax GAAP (generally accepted accounting principals)
operating earnings, which is roughly consistent with Health Net's
historical run rate for this line of business.

Excluding special charges related to Health Net's expense
repositioning initiatives ($60 million-$70 million), S&P expects
2009's consolidated pretax GAAP operating earnings to total $380
million-$410 million, reflecting a return on revenue of about
2.5%.  Excluding Medicare Part D prescription drug plan
enrollment, S&P expects the company's 2009 health plan enrollment
to decline 1%-3% over 2008, reflecting a 3%-5% decrease in
commercial risk enrollment that is partially offset by a 4%-5%
increase in Medicaid enrollment.  S&P expects Health Net's
capitalization to remain adequate for the rating level since
reduced dividends from the operating companies to the parent
offset diminished operating performance.

Debt leverage (including postretirement benefit and operating
lease obligations) likely will remain at less than 40% in 2009.
S&P expects EBITDA interest coverage (including imputed interest
on operating lease obligations) of about 8.0x and debt service
coverage (including scheduled principal repayments on the
company's $175 million amortizing financing facility due
2012) of 5.0x-5.5x.

"If Health Net's 2009 pretax GAAP operating income falls below
S&P's currently forecasted $380 million-$410 million, or if the
company accrues any additional material nonoperating charges, S&P
likely would lower the ratings by one notch," Mr. Freedman added.


HEREFORD BIOFUELS: Asks Court to Convert Cases to Chapter 7
-----------------------------------------------------------
Hereford Biofuels, L.P., et al., ask the U.S. Bankruptcy Court for
the District of Texas to convert their Chapter 1 cases to cases
under Chapter 7.

On June 11, 2009, the sale of the Debtors' ethanol plant in
Hereford, Texas to Ethanol Acquisition, LLC was consummated, and
substantially all of Hereford's assets other than the proceeds of
certain assets pursuant to the settlement agreement with the
official committee of unsecured creditors, and Societe Generale,
as agent for the prepetition lenders, were transferred to the
purchaser.

The Debtors tell the Court that under Section 1112(a) of the
Bankruptcy Code, they are entitled, as an absolute right, to
convert these cases to cases under Chapter 7.  In addition, the
Debtors say, the conversion of their cases is in the best interest
of their estates because the principal assets have been sold and
that a Chapter 7 trustee will be better able to efficiently and
effectively liquidate any remaining assets and distribute the
proceeds to stakeholders.

Hereford Biofuels and three of its debtor-affiliates filed
separate petitions for Chapter 11 relief of January 23, 2009
(Bankr. N.D. Tex. Lead Case No. 09-30453).  Dan B. Prieto, Esq.,
Gregory M. Gordon, Esq., and Robert J. Jud, Esq., at Jones Day,
represent the Debtors as counsel.  Joseph M. Coleman, Esq., and
Joseph A. Friedman, Esq., at Kane, Russell, Coleman & Logan,
represent the official committee of unsecured creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed between $50 million and $100 million in assets and
between $100 million and $500 million in debts.


HUMANA INC: Moody's Reviews 'Ba1' Subordinated Shelf Rating
-----------------------------------------------------------
Moody's Investors Service placed Humana Inc.'s (senior debt at
Baa3) ratings under review for possible downgrade following the
announcement that Humana Military Healthcare Services was not
awarded a renewal of its TRICARE managed care contract for the
South Region.

Commenting on the review for possible downgrade, Moody's said that
after a possible appeal process, should the Department of
Defense's selection of different carriers for the new TRICARE
contract stand, the loss of the contract effective April 1, 2010
will result in a loss of approximately $3.5 billion of annual
revenue (11% of projected 2009 total revenues) and an estimated
$100 million annual pre-tax income (6.5% of projected 2009 total
pre-tax income) for Humana.  The rating agency added that the loss
of the contract also would impact the company's business profile,
with the loss of almost three million medical members
(approximately 35% of total membership as of March 31, 2009).

Moody's stated that its review will focus on the impact the loss
of the TRICARE contract is expected to have on Humana's financial
metrics, operations, and future strategies.  In addition, the
review also will consider Humana's emerging 2009 results as well
as the potential impact recent legislative changes and
reimbursement cuts will have on Humana's Medicare Advantage
business, the latter of which is an industry-wide credit issue
that contributed to the negative rating outlook on Humana's
ratings prior to the rating action.

The last rating action on Humana was on June 8, 2009, when the
company's ratings were affirmed with a negative outlook.

These ratings were placed under review for possible downgrade:

  -- Humana Inc.: senior unsecured debt rating at Baa3; senior
     unsecured debt shelf rating at (P)Baa3; subordinated debt
     shelf rating at (P)Ba1; preferred stock shelf rating at
     (P)Ba2;

  -- Humana Insurance Company: insurance financial strength rating
     at A3;

  -- Humana Medical Plan, Inc.: insurance financial strength
     rating at A3.

Humana Inc., based in Louisville, Kentucky, is a leading managed
care company serving over 8.3 million medical members (excluding
2.1 million Standalone PDP members) as of March 31, 2009.  For the
first three months of 2009, the company reported consolidated GAAP
revenues of approximately $7.7 billion with shareholders' equity
as of March 31, 2009, of approximately $4.7 billion.

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


ICON REALTY CORP: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Icon Realty Corp.
        POB 090-633
        Fort Hamilton Station
        Brooklyn, NY 11209

Case No.: 09-14485

Chapter 11 Petition Date: July 15, 2009

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

Judge: Allan L. Gropper

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.com

Total Assets: $13,500,000

Total Debts: $8,029,663

The petition was signed by Vasilios Roufanis, the company's
president.

Debtor's List of 3 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Alma Bank                      line of credit         $40,000

Approved Oil Co.               fuel oil               $30,000

Olympic Flame Fuel Oil         fuel oil               $24,133


INDALEX HOLDINGS: Auction Cancelled as No Add'l Bids Received
-------------------------------------------------------------
Indalex Holdings Finance, Inc., et al., inform the U.S. Bankruptcy
Court for the District of Delaware that the auction scheduled for
10:00 a.m. on July 16, 2009, will not be held, as no additional
qualified bids were submitted prior to the July 14 bid deadline.

The Debtors are already under contract to sell their assets to
Sapa Holding AB, which has offered to:

  -- pay $90.1 million in cash and assume certain existing
     liabilities for the Debtors' U.S. assets; and

  -- pay $31.7 million in cash, and assume certain existing
     liabilities for the Debtors' Canadian assets.

The auction was meant to further market test the assets and
maximize value.  The Debtors were to pay a $5,300,000 break-up fee
to Sapa Holding if they consummate the sale to another party.

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America.  The Company's aluminum extrusion
products are widely used throughout industrial, commercial, and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc. Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totalling $456 million.


INFINEON TECHNOLOGIES: To Launch EUR725 Million Rights Issue
------------------------------------------------------------
Sonja Cheung and Philipp Grontzki at Dow Jones Newswires report
that Infineon Technologies AG Friday said it would raise up to
EUR725 million in a rights issue.

Infineon, Dow Jones discloses, will issue up to 337 million new
shares with a subscription price of EUR2.15 a share, while
New-York-based financial investor Apollo Global Management LLC,
the majority shareholder in the company, has agreed to acquire up
to 326 million new, unsubscribed shares, subject to certain
conditions, effectively underwriting the placement.

According to Dow Jones, with the rights issue, Infineon can repay
convertibles and bonds with a total value of around EUR570 million
that mature next summer.

                            Wireline

As reported in the Troubled Company Reporter-Europe on July 9,
2009, Bloomberg News said Infineon agreed to sell its Wireline
Communications business to an affiliate of San Francisco-based
Golden Gate Capital Corp. for EUR250 million or US$348 million.
According to Bloomberg, Infineon, which has posted losses in nine
straight quarters after being hit by a slumping demand for chips,
said the deal will "significantly improve" its financial
situation.

                     About Infineon Technologies AG

Headquartered in Neubiberg, Germany, Infineon Technologies AG
(FRA:IFX) -- http://www.infineon.com/-- is a semiconductor
company.  It designs, develops, manufactures and markets a range
of semiconductors and complete systems solutions used in a variety
of microelectronic applications, including computer systems,
telecommunications systems, consumer goods, automotive products,
industrial automation and control systems, and chip card
applications.  Its products include standard commodity components,
full-custom devices, semi-custom devices and application-specific
components for memory, analog, digital and mixed-signal
applications.  The Company has operations, investments and
customers located in Europe, Asia and North America.  Its core
business is conducted through its Automotive, Industrial &
Multimarket segment, and its Communication Solutions segment.  Its
memory products business is conducted through its majority owned
subsidiary, Qimonda AG.  In April 2008, LSI Corporation purchased
the assets of the hard disk drive semiconductor business of
Infineon.


INTERSTATE HOTELS: BofA Loan Maturity Moved to March 2012
---------------------------------------------------------
Interstate Hotels & Resorts, Inc., on July 14, 2009, entered into
a first amended and restated senior secured credit agreement with
various lenders and Banc of America Securities LLC as the sole
lead arranger and sole bookrunner for the amended credit facility.

The amended senior secured credit agreement amends the Company's
existing senior secured credit agreement and provides aggregate
loan commitments of a $161.2 million term loan and an $8 million
revolving credit facility.  The amended senior secured credit
agreement extends the scheduled maturity from March 9, 2010, to
March 9, 2012.

The term loan requires a cumulative pay down of $20 million by
March 9, 2010, and $40 million by March 9, 2011.

As with the original senior secured credit agreement, the debt
under the amended senior secured credit facility is guaranteed by
certain of Interstate Hotels' existing subsidiaries and secured by
pledges of certain ownership interests, owned hospitality
properties, and other collateral.

The amended senior secured credit agreement contains two financial
covenants.  The debt service coverage ratio covenant requires that
Interstate Hotels maintain a debt service coverage ratio of not
less than 1.75 to 1.00.  The minimum management business EBITDA
covenant requires that Interstate Hotels maintain trailing four
quarter management business EBITDA of not less than $9 million.

As with Interstate Hotels' original senior secured credit
agreement, its amended agreement contains covenants that include
compliance reporting requirements and other customary
restrictions.

Interstate Hotels paid an upfront fee of 100 basis points in
connection with the amended senior secured credit agreement and
will pay extension fees of 50 basis points on each of March 9,
2010 and March 9, 2011.

Interstate Hotels will pay interest on borrowings under the
amended senior secured credit agreement at an interest rate under
both the revolving credit facility and the term loan ranging from
LIBOR plus 550 basis points to LIBOR plus 700 basis points subject
to a LIBOR floor of 200 basis points.  The actual rate for both
the revolving credit facility and the term loan depends on the
results of certain financial tests.

As of July 14, 2009, based on those financial tests, borrowings
under both the revolving credit facility and the term loan bear
interest at a rate of LIBOR plus 550 basis points.  To the extent
that amounts under the revolving credit facility remain unused,
Interstate Hotels pays a commitment fee of 1.0% per annum of the
average daily unused portion of the facility commitment.  An
Administrative Agent fee is also paid to the agent for acting as
an administrative agent of $80,000 annually.  Interstate Hotels
will accrue payment-in-kind interest of 200 basis points through
March 2011 and 300 basis points thereafter.  The accrued PIK
interest is payable at maturity.

As with the original senior secured credit agreement, the amended
senior secured credit agreement includes usual and customary
events of default for facilities of this nature, and provides that
upon occurrence and continuation of an event of default, among
other requirements, (i) payment of all amounts payable under the
credit facility may be accelerated, and (ii) the obligation of
each lender to make advances and the obligation of each issuing
bank to issue, increase, or extend letters of credit shall
immediately be terminated.  There is no longer a covenant
requiring that Interstate Hotels remain listed on the New York
Stock Exchange.

Interstate Hotels said it has ongoing relationships with Bank of
America, N.A., Calyon New York Branch, and Wachovia Bank, N.A.,
that are parties to the amended senior secured credit agreement
for which they have received customary fees and expenses.

                 About Interstate Hotels & Resorts

Based in Arlington, Virginia, Interstate Hotels & Resorts --
http://www.ihrco.com/-- has ownership interests in 57 hotels and
resorts, including seven wholly owned assets.  Together with these
properties, the company and its affiliates manage a total of 225
hospitality properties with more than 46,000 rooms in 37 states,
the District of Columbia, Russia, Mexico, Belgium, Canada, and
Ireland.  Interstate Hotels & Resorts also has contracts to manage
16 to be built hospitality properties with approximately 4,000
rooms.

                           *     *     *

As reported by the Troubled Company Reporter on March 18, 2009,
Moody's Investors Service downgraded the ratings of Interstate
Hotels & Resorts (corporate family rating to Caa1 from B2) and
Interstate Operating Company, L.P. (senior secured debt to Caa1
from B2).  The ratings were placed on review for possible
downgrade.


INTERSTATE HOTELS: Credit Amendment Won't Affect S&P's CCC+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Arlington, Virginia-based Interstate Hotels & Resorts
Inc. (CCC+/Negative/--) are not affected by the company's
announcement that it has amended its credit facility.  The
amendment provides the company the opportunity to extend the
maturity date of its senior secured credit facility (approximately
$161 million outstanding at March 2009) to March 2012 from March
2010, provided the company meets certain provisions, including
compliance with amended financial maintenance covenants and
mandatory term loan prepayments.  The facility was permanently
reduced to $169 million from $200 million.  S&P was previously
concerned about a potential covenant breach at the end of 2009 and
the upcoming March 2010 maturity of the credit facility and,
therefore, view the company's announcement yesterday as a modest
credit positive.  At the same time, S&P believes the company will
need to sell or mortgage unencumbered assets (or a combination of
both) to generate sufficient cash to meet the mandatory term loan
prepayments.

The 'CCC+' rating reflects the risk associated with completing
these transactions and generating sufficient funds to prepay the
loan.  Of the company's seven wholly owned hotels, four are
unencumbered and could potentially be sold or mortgaged to
generate proceeds to meet the required term loan payments, which
total $40 million over the next 20 months.  S&P could lower the
rating if S&P becomes concerned that the company will not be able
to prepay the mandatory $20 million required to extend the
maturity date.  Alternatively, S&P may consider a stable outlook
or a higher rating if S&P becomes confident that the company is
likely to complete a transaction that would generate sufficient
funds to pay the total $40 million of mandatory term loan
prepayments, and if operations begin to show signs of improvement.


INTERSTATE HOTELS: Moody's Confirms 'Caa1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Interstate
Hotels & Resorts, Inc. (corporate family rating at Caa1) and
Interstate Operating Company, L.P. (senior secured debt at Caa1),
and the rating outlook is negative.  This concludes Moody's
review.

This rating action follows the announcement that Interstate has
extended its secured credit facility to 2012 and addressed the
technical default issues that had surfaced in March.  These
included its delisting from the NYSE which Interstate is in the
process of appealing and the "going concern" disclosure included
in its 2008 year-end financials.  The amended and extended
facility eliminates the "going concern" issue upon execution and
does not include a listing requirement.  In addition, the re-
negotiated facility includes revised financial covenants, and
Interstate expects to be in compliance with these in 2009 and
2010.  Moody's views this announcement as a credit positive since
it both addresses the firm's short-term technical default issues
and extends its maturity profile with no debt due before 2011.

Still, Interstate along with its peers in the lodging industry
continues to battle the exceptionally negative environment for the
hospitality owners and operators, with sharply reduced demand
resulting in lower occupancies and declining rates.  Positively,
Interstate's diverse management contract portfolio somewhat
isolates the firm from the industry's volatility as its base
management fees are relatively stable; however, both incentive
management fees and the operations of its wholly and partially-
owned assets are directly impacted by the lodging downturn.

The negative rating outlook reflects continued pressure on the
hospitality industry fundamentals.

A stable rating outlook would be predicated on greater visibility
into Interstate's earnings as a result of the beginning of
stabilization in the lodging industry.  In addition, the
achievement and maintenance of fixed charge of 2.5x inclusive of
JVs and leverage below 6x would also be needed. Negative rating
pressure would likely be caused by further deterioration in
Interstate's earnings and cash flows or any liquidity or covenant
challenges.

These ratings were confirmed with a negative outlook:

* Interstate Hotel & Resorts, Inc. -- corporate family rating at
  Caa1

* Interstate Operating Company, L.P. -- senior secured debt at
  Caa1

Moody's last rating action with respect to Interstate was on
March 16, 2009, when Moody's downgraded Interstate's ratings to
Caa1 from B2 and placed the ratings under review for possible
downgrade.

Interstate Hotels & Resorts is based in Arlington, Virginia, USA
and has ownership interests in 57 hotels and resorts, including
seven wholly-owned assets.  Together with these properties, the
company and its affiliates manage a total of 222 hospitality
properties with over 45,500 rooms in 37 states, the District of
Columbia, Russia, Mexico, Belgium, Canada and Ireland.


JANUS CAPITAL: Offers 90 Cents-on-the-Dollar for 2017 Notes
-----------------------------------------------------------
Janus Capital Group Inc. is offering to purchase for cash up to
$400 million aggregate principal amount of its outstanding 5.875%
Senior Notes due 2011, 6.250% Senior Notes due 2012 and 6.700%
Senior Notes due 2017, on the terms and subject to the conditions
set forth in the offer to purchase dated July 14, 2009, and the
accompanying letter of transmittal.

JCG is offering to purchase up to $400 million aggregate principal
amount of the Notes.  If the aggregate principal amount of Notes
that are validly tendered exceeds the Tender Cap, the Company will
accept for payment an aggregate principal amount of Notes up to an
amount equal to the Tender Cap, and the Notes will be purchased in
accordance with a acceptance priority level.  In addition, the
6.700% Senior Notes due 2017 are subject to a maximum repurchase
amount of $75 million.

All Notes tendered having a higher-ranking Acceptance Priority
Level will be accepted before any tendered Notes having a lower-
ranking Acceptance Priority Level are accepted.  If there are
sufficient remaining funds to purchase some, but not all, of the
Notes of an applicable Acceptance Priority Level, the amount of
Notes purchased in that priority level will be prorated based on
the aggregate principal amount tendered with respect to the
applicable Acceptance Priority Level.  In that event, Notes of any
other series with a lower-ranking Acceptance Priority Level than
the prorated series of Notes will not be accepted for purchase.

Holders of Notes that are validly tendered on or before the Early
Tender Date, not validly withdrawn on or before the Withdrawal
Date and accepted for purchase will receive the applicable Total
Consideration inclusive of the applicable early tender payment for
each series of Notes.


                                                         Dollar per
                                                         $1,000 Face Amount
                                                         ------------------
                                                                       Late
                               Aggregate                               Tender
                      Accep-   Principal   Maximum    Total            Offer
                      tance    Amount      Tender     Consi-  Early    Consi-
  Title of   CUSIP    Priority Outstanding Amount     der-    Tender   der-
  Security   Numbers  Level    ($ in MM)   ($ in MM)  ation   Payment  ation
  --------   -------  -------- ----------- ---------  ------  -------  ------
  5.875%     47102X      1          $275         --   $1,000     $40    $960
  Senior     AD 7
  Notes
  due 2011

  6.250%     47102X      2          $300         --     $980     $40    $940
  Senior     AE 5
  Notes
  due 2012

  6.700%     47102X      3          $450        $75     $900     $40    $860
  Senior     AF 2
  Notes
  due 2017

The Tender Offer will expire at 12:00 midnight, New York City
time, on Tuesday, August 11, 2009, unless extended or earlier
terminated.  To receive the Early Tender Payment, holders of Notes
must tender their Notes on or before 5:00 p.m., New York City
time, on July 27, 2009, unless extended by the Company.  Holders
who tender their Notes after the Early Tender Date will receive
only the Late Tender Offer Consideration.  Holders who tender
their Notes may withdraw such Notes at any time on or before
5:00 p.m., New York City time, on July 27, 2009, unless extended
by JCG.

The complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase and the Letter of Transmittal that
are being sent to holders of the Notes.  Holders are urged to read
the Offer to Purchase and the Letter of Transmittal carefully when
they become available.

Consummation of the Tender Offer is subject to, and conditioned
upon, the satisfaction or, where applicable, waiver of certain
conditions set forth in the Offer to Purchase.  The Company may
amend, extend or terminate the Tender Offer at any time.  In
addition, the Company reserves the right to increase the Maximum
Tender Amount for the Notes at any time, which could result in
purchasing a greater principal amount of Notes in the Tender
Offer.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. are serving
as Dealer Managers in connection with the Tender Offer.  Global
Bondholder Services Corporation is serving as Depositary and
Information Agent in connection with the Tender Offer.  Persons
with questions regarding the Tender Offer should contact J.P.
Morgan Securities Inc. at 866-834-4666 (toll free) or 212-834-3424
(collect) or Goldman, Sachs & Co. at 800-828-3182 (toll free) or
212-357-4692 (collect).  Requests for copies of the Offer to
Purchase or the Letter of Transmittal may be directed to Global
Bondholder Services Corporation at 866-470-3900 (toll free) or
212-430-3774 (collect).

                     About Janus Capital Group

Janus Capital Group Inc. is a global investment firm offering
strategies from three individual investment boutiques: Janus
Capital Management LLC, INTECH Investment Management LLC and
Perkins Investment Management LLC.  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.


JANUS CAPITAL: S&P Assigns 'BB+' Senior Unsecured Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior unsecured debt rating to Janus Capital Group Inc.'s
upcoming issuance of $150 million convertible senior notes due
July 15, 2014.

Janus will use the proceeds from the convertible senior notes plus
the proceeds from its concurrently announced $150 million common
stock offering to tender up to $400 million of existing debt
obligations.  The tender will be offered for three specific debt
obligations in this priority: $275 million 5.875% notes due 2011,
$300 million 6.250% notes due 2012, and $450 million 6.700% notes
due 2017.  The equity issuance and tender offer improve the
company's capital structure and liquidity profile by removing the
overhang of near-term debt maturities.

Assuming a total of $400 million of existing debt is tendered, S&P
estimates total debt will decrease to about $856 million from
$1.1 billion at June 30, 2009.  On a fundamental basis, second-
quarter 2009 earnings and cash flow improved from the unusually
low levels of the first quarter, but remain weak compared to prior
years' levels.  Assets under management advanced nearly 20% during
the quarter to $132.6 billion at June 30, from $110.9 billion at
March 31, the result of both market appreciation and long-term net
inflows of $2.3 billion.

Separately, Janus announced the departure of its CEO, Gary Black,
and appointed as interim CEO Tim Armour, currently a member of the
Janus Board of Directors.  This management change has no immediate
impact on S&P's ratings on Janus, because S&P does not expect any
changes in the investment management team or corporate strategy.

                          Ratings List

                     Janus Capital Group Inc.

       Counterparty credit rating             BB+/Stable/B

                         Ratings assigned

            Senior unsecured debt                  BB+


KERASOTES SHOWPLACE: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B1 senior secured bank rating of Kerasotes Showplace Theaters
LLC following its extension of the maturity of its revolving
credit facility to March 2011 from September 2010, but changed the
rating outlook to negative.

Kerasotes faces significant term loan amortization beginning in
March 2011, which along with its revolver maturity poses what
Moody's considers to be considerable refinancing risk.
Furthermore, the company's aggressive expansion strategy since
Moody's initial ratings assignment in 2004 has pressured credit
metrics and produced lower than projected growth.  These factors
contributed to the negative outlook change and raise concerns that
the company may face challenges in refinancing its debt.  However,
the relatively modest amount of balance sheet debt (approximately
$70 million) and expectations for positive free cash flow in 2010
somewhat mitigate this risk.

The amendment also incorporated a reduction in facility size, to
approximately $50 million from $60 million, which Moody's
considers adequate capacity to fund operating needs.

A summary of the actions follows.

Kerasotes Showplace Theatres, LLC

  -- Affirmed B2 Corporate Family Rating

  -- Affirmed B2 Probability of Default Rating

  -- Senior Secured Bank Credit Facility, Affirmed B1, adjusted to
     LGD3, 36% from LGD3, 37%

  -- Outlook, Changed To Negative From Stable

Kerasotes' weakly positioned B2 corporate family rating continues
to reflect high financial risk, sensitivity to product from movie
studios, lack of scale, a weak industry growth profile, and
concerns that the company's aggressive expansion has not yielded
desired returns.  Attractive concession margins, a strong
competitive position in its targeted mid-size markets and an
improving asset base support the ratings.  Moody's expects
Kerasotes to maintain adequate liquidity to fund its expansion
plan through internally generated cash flow and borrowings under
its revolving credit facility.

The most recent rating action for Kerasotes was on March 21, 2008,
when Moody's affirmed its B2 corporate family rating.

Kerasotes' 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 Kerasotes' core industry and Kerasotes' ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Kerasotes Showplace Theatres, LLC, operates motion picture
theaters in the Midwestern and upper Midwestern regions of the
United States, including Colorado, Illinois, Indiana, Iowa, Ohio,
Missouri, Minnesota and Wisconsin.  The company currently operates
933 screens in 94 locations.  Revenue for the 12 months ended
March 30, 2009, was approximately $300 million.


LEHMAN BROTHERS: Plan Filing Deadline Moved 8 Months to March 2010
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
from Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York an eight-month extension of their
time to file a Chapter 11 plan of reorganization and solicit votes
for that plan, Bloomberg's Bill Rochelle said.

The Debtors' deadline for filing their Chapter 11 plan is extended
to March 15, 2010, and the deadline for soliciting votes from
creditors is stretched out to May 17, 2010.

In the Debtors' request for an extension, Lori Fife, Esq., at Weil
Gotshal Manges LLP, in New York, said they need more time to
prepare the Debtors' Chapter 11 plan given the complexity of the
Debtors' bankruptcy cases.

"The Debtors have bank debt, bond debt, intercompany debt,
derivative debt and guaranty issues that bear on the workings of
any Chapter 11 plan.  Before confirmable Chapter 11 plans can be
proposed, the Debtors must intimately understand the scope and
scale of the claims against their estates to negotiate practical
and fair resolutions with their creditors," Ms. Fife said in
court papers.  Administering the cases, she added, has been
further complicated by the Debtors' limited resources.

From an operating global enterprise with more than 25,000
employees, the Debtors' estates are now being administrated by
around 700 individuals, including about 200 full-time
professionals at Alvarez & Marsal North America LLC, many of whom
were brought on after the bankruptcy filing.  "Not only must
these individuals learn Lehman's global prepetition business but
they must also understand the thousands of counterparties with
whom Lehman transacted to make informed business decisions," Ms.
Fife pointed out.

Ms. Fife stated that the extension of the deadline was warranted
given the major progress the Debtors have made in their cases
including obtaining approval of major sales, which increased their
cash balances from a mere $2 billion as of September 18, 2008, to
more than $10 billion as of July 1, 2009.

Shortly after their bankruptcy filing, the Debtors have conducted
major sales including the sale of their North American capital
markets business to U.K.-based Barclays Capital Inc. that
generated more than $1.5 billion for the estates and preserved
around 10,000 jobs.  The Debtors also sold their investment
management division in exchange for a preferred equity interest
with an aggregate liquidation preference of $875 million and 49%
of common stock in a newly formed company.  They also sold their
interest in Lehman Brothers Merchant Banking III L.P., Lehman
Brothers Merchant Banking IV L.P. and Lehman Brothers Merchant
Banking IV (Europe), L.P., as well as approximately 40 direct
investments in various venture capital portfolio companies.
Other major sales included the sale of the stake in R3 Capital
Management LLC, which generated $500 million, and their interest
in Eagle Energy Partners I L.P., which raked in $230 million.

Ms. Fife assures the Court that the proposed extension is not an
attempt to pressure creditors to accede to the Debtors' demands,
pointing out that regular and open communication with their
creditors has remained a fundamental goal of the Debtors.

"The Debtors have made every effort to keep creditors apprised
and informed of all developments, including constant
communication with the Official Committee of Unsecured Creditors
and its professionals on issues ranging from day-to-day
administration to long term strategy," Ms. Fife says.

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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)


LEVI STRAUSS: Swings to $4.13MM Net Loss in Qtr Ended May 31
------------------------------------------------------------
Levi Strauss & Co. reported financial results for the second
quarter ended May 31, 2009, and filed its second-quarter 2009
results on Form 10-Q with the Securities and Exchange Commission.

The Company swung to a $4,128,000 net loss for the three months
ended May 31, 2009, from net income of $701,000 for the three
months ended May 25, 2008.

For the six months ended May 31, 2009, the Company posted a net
income of $43,941,000, lower compared with a net income of
$97,808,000 for the six months ended May 25, 2008.

At May 31, 2009, the Company had total assets of $2,697,163,000
and $3,041,689,000 in total liabilities, resulting in $345,115,000
in stockholders' deficit.

Levi Strauss said the results reflected a challenging global
economy and the adverse effect of currency exchange rates compared
to the prior year.

"We are focusing on the fundamentals and operating our business
with discipline and rigor in this challenging retail environment,"
said John Anderson, president and chief executive officer.  "Our
cash flow is robust and our liquidity position will support the
business and our investment in strategic initiatives.  We acquired
73 outlet stores in the United States this week, complementing our
existing retail network and building our brands.  We continue to
focus on strengthening our business during these difficult times
so we can capitalize on our position when the economy improves."

The Company ended the second quarter with cash and cash
equivalents of $269,621,000 and available liquidity of
$233,000,000 under its credit facility.

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

As reported by the Troubled Company Reporter on April 29, 2009,
Moody's Investors Service affirmed Levi Strauss & Co.'s Corporate
Family & Probability of Default ratings at B1 and also continued
its positive outlook on the company's ratings.

The TCR reported on November 28, 2008, that Fitch Ratings affirmed
these ratings on Levi Strauss & Co.:

  -- Issuer Default Rating at 'BB-';
  -- $750 million bank credit facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.

The Rating Outlook is Stable.  Approximately $1.68 billion of
senior unsecured debt and the bank credit facility is affected by
these actions.


LIFE OF AMERICA: AM Best Downgrades Financial Strength to 'D'
-------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and downgraded the financial strength rating to D
(Poor) from C (Weak) and issuer credit rating to "c" from "ccc" of
Life of America Insurance Company (Life of America) (Dallas, TX).
The outlook assigned to both ratings is negative.

These rating actions reflect Life of America's very weak statutory
risk-adjusted capital position, which has resulted from its poor
historical operating performance.  At the company's current level
of capital, management has limited ability to respond to earnings
volatility or realized investment losses.

On June 2, 2009, Life of America's ratings were placed under
review following the company's announcement that a definitive
agreement was signed to sell it to Professional Risk and Asset
Management, LLC.  However, completion of the transaction has gone
beyond A.M. Best's expectations.

Given Life of America's weak capital position, without the
completion of the sale and a capital infusion, A.M. Best has
concerns regarding the company's ability to continue operations
going forward.


LIFE SCIENCES: Files Form 11-K Annual Report for Benefits Plan
--------------------------------------------------------------
Life Sciences Research, Inc., filed with the Securities and
Exchange Commission an annual report on Form 11-K related to the
Huntingdon Life Sciences, Inc. Savings and Investment Plan.  Among
other things, the Plan has $13,254,218 in net assets available for
benefits at December 31, 2008.

A full-text copy of the Form 11-K report is available at no charge
at http://ResearchArchives.com/t/s?3f50

                    About Life Sciences Research

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

At March 31, 2009, the Company's balance sheet showed total assets
of $173.8 million and total liabilities of $185.0 million,
resulting in a stockholders' deficit of $11.2 million.

Life Sciences Research has entered into a definitive merger
agreement to be acquired by Lion Holdings, Inc., an entity
controlled by LSR's Chairman and Chief Executive Officer, Andrew
Baker, for $8.50 per share in cash.  Mr. Baker currently
beneficially owns roughly 17.5% of the outstanding shares of LSR.


LSP BATESVILLE: S&P Junks Ratings on Two Tranches of Senior Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on LSP
Batesville Funding Corp.'s two tranches of senior secured debt to
'CCC+' from 'B'.  At the same time, S&P revised the recovery
rating on the pari passu tranches to '4' from '3', indicating
expectations of average recovery (30-50%) in the event of a
payment default.  In addition, S&P removed all the ratings from
CreditWatch negative where they were placed on April 30, 2009.
The outlook is negative.

The ratings action follows a forced outage on LSP Batesville's
Unit 3 steam turbine generator.  No definitive cause has been
identified, though preliminary analysis indicates a portion of the
unit is susceptible to cycle fatigue.  Unit 1 (contracted to J.
Aron) has the same design and may face additional repair costs,
which would not be offset by the long-term parts agreement with
Siemens.  Total costs have yet to be determined for Unit 1's
October maintenance outage, as the Unit 3 analysis is not
completed; management estimates a net cost (including reduced
capacity payments while the unit is off line) of roughly
$2.3 million, $600,000 of which is a potentially deferrable steam
turbine overhaul.

The negative outlook reflects S&P's concern that current and
future operational issues may exhaust liquidity and prevent
payment of debt obligations.  Given low coverage levels even in
management's base case (1.0x-1.1x), replenishment of liquidity
reserves resulting from stable asset performance would take time.
S&P will consider resolving the outlook when the debt service
reserve is 75%; when the same reserve is fully funded and the
maintenance reserve is funded to acceptable levels, S&P may
consider an upgrade.  Additional draws on the debt service reserve
may result in a downgrade.


MAGNACHIP SEMICONDUCTOR: Court Approves Pahculski as Counsel
------------------------------------------------------------
MagnaChip Semiconductor Finance Company and its affiliates
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ Pachulski Stang Ziehl & Jones LLP as
counsel, nunc pro tunc to June 12, 2009.

Pachulski Stang will, among other things, (a) provide legal advice
with respect to the Debtors' powers and duties as debtors-in-
possession in the continued operation of their business, (b)
prepare on behalf of the Debtors necessary motions, answers,
orders, reports and other legal papers, (c) appear in Court on
behalf of the Debtors, and (d) prepare and pursue confirmation of
a plan and approval of a disclosure statement.

The principal attorneys at Pachulski designated to represent the
Debtors and their hourly rates are:

                                         Hourly Rate
                                         -----------
     Richard M. Pachulski                  $850
     Laura Davis Jones                      795
     Debra Grassgreen                       695
     James E. O'Neill                       535
     Joshua M. Fried                        535
     Patricia Jeffries                      225

The hourly rates will cover fixed and routine overhead expenses.
However, Pachulski will charge for all other expenses incurred in
connection wit the representation.

Pachulski Stang has received payments from the Debtors during the
year prior to the Petition Date in the amount of $2,030,735 in
connection with its prepetition representation of the Debtors.

Pachulski Stang asserts that it is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MASTERCRAFT: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mastercraft Of Las Vegas, Inc.
        Po Box 530778
        Henderson, NV 89053

Bankruptcy Case No.: 09-22500

Chapter 11 Petition Date: July 14, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Timothy S. Cory, Esq.
            8831 W. Sahara Ave.
                  Lakes Business Park
                  Las Vegas, NV 89117
            Tel: (702) 388-1996
            Email: tim.cory@corylaw.us

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/nvb09-22500.pdf

The petition was signed by Joseph William Edward Yakubik,
president of the Company.


MERUELO MADDUX: Wants Plan Filing Period Extended to January 21
---------------------------------------------------------------
Meruelo Maddux Properties, Inc., et al., ask the U.S. Bankruptcy
Court for the Central District of California to extend their
exclusive period to propose a plan and solicit acceptances thereof
to January 21, 2010, and March 22, 2010, respectively.

The Debtors tell the Court that they have not yet completed the
cash collateral process and that a bar date for prepetition claims
has not been established.  In addition, the Debtors relate, a
substantial amount of work still need to be undertaken, including
the gathering of the appropriate data and analysis of the same,
before a plan of reorganization and disclosure statement can be
prepared.

This is the first request for the extension of the Debtors'
exclusive periods.

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


METALSAMERICA INC: Fails to Pay Bills, Files for Ch 11 Bankruptcy
-----------------------------------------------------------------
metalsAmerica, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania, listing $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in debts.

Corinna Petry at AMM.com reports that that metalsAmerica has about
$4.25 million in unpaid bills owed to scrapyards, brokers, and
traders.

Jenkintown, Pennsylvania-based metalsAmerica converts and produces
copper, brass, tin, and nickel in bar, rod, nugget, and ball form.


MIDWEST FAMILY: Moody's Downgrades Ratings on 2006 A Bonds
----------------------------------------------------------
Moody's Investors Service has affirmed the Baa2 rating assigned to
the Midwest Family Housing LLC Military Housing Taxable Revenue
Bonds (Navy Midwest Housing Privatization Project) Series 2006 A
Class I and downgrades the ratings assigned: to Ba3 from Ba2 on
the 2006 Series A Class II; to B3 from B1 on the Class III Bonds;
and to B3 from B2 on the Class IV bonds (collectively the Bonds).

The downgrades, on the Class II, Class III, and Class IV Bonds,
reflect the deteriorated credit quality of the debt service
reserve surety policy provided by CIFG Assurance North America,
Inc. (rated Ba3 with a developing outlook) and the continued weak
performance of the project (which consists of 1,842 end state
military housing units at Navy Great Lakes in Illinois, Naval
Support Activity in Crane, Indiana and Navy Mid-South in
Millington, Tennessee (the Project)) supporting the Bonds and the
presence of a debt service reserve surety bond provided by CIFG
Assurance North America, Inc on the Class I, Class II and Class
III Bonds.  CIFG is currently rated Ba3 with a Developing outlook.
The affirmation of the Class I Bonds reflects its relative
strength when compared with the other classes of debt.

The outlook on the ratings is negative.

                           Challenges

  -- The Project's net operating income falls short of the
     original pro forma which has resulted in weaker than expected
     debt service coverage ratio numbers.

  -- Basic Allowance for Housing declined in 2007 and remained
     flat in 2008 which has resulted in depressed Project
     revenues.  This has been mitigated by a 4.2% BAH increase
     (weighted average for Navy Great Lakes, Crane & Mid-South)
     for FY 2009.

The deterioration of the credit quality of the debt service
reserve fund on the Class I, II and III Bonds, provided by the
surety, has diminished management's ability to potentially address
unforeseen problems such as decline in net operating income in
periods of economic downturns, increased competition from outside
of the gate housing or as a result of military deployments or
restructurings.

                            Strengths

  -- The Project has shown growth in occupancy and is currently at
     91.9%.

  -- Funds in the Construction Fund are available to pay debt
     service through the end of IDP.

                             Outlook

The outlook on the Bonds is negative which is due to the
uncertainty of the Project's overall performance.

                 What Could Change The Rating Up

  -- Increases in the project revenue that result in higher debt
     service coverage levels over a period of several years.

  -- Replacement of the debt service reserve surety bond with cash
     or an appropriate rated surety provider or upgrade of CIFG.

               What Could Change The Rating Down

  -- A further downgrade of CIFG.

  -- Further declines in debt service coverage resulting from
     reductions in occupancy or increases in expenses.

  -- Uncertainty of future financial performance as a result of
     limited detailed information on the Project's fundamentals


MPG JUPITER: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MPG Jupiter, Ltd.
           dba Sea Plum Town Center
        1803 Briar Creek Blvd.
        Safety Harbor, FL 34695

Case No.: 09-15148

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
MPG Jupiter, Inc.                                  09-15149

Chapter 11 Petition Date: July 15, 2009

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

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

Total Assets: $18,374,880

Total Debts: $15,533,518

The petition was signed by Giorgio Vallar.

A. MPG Jupiter Ltd.' List of 3 Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Dana Monroe                    Loan(s)                $600,000
1803 Brief Creek Blvd.
Safety Harbor, FL 34695

DTZ Rockwood, LLC              Realtor                $12,316

Cuhaci & Peterson                                     $1,202


MTI TECHNOLOGY: Liquidating Plan Offers 11% to Unsec. Creditors
---------------------------------------------------------------
MTI Technology Corp. filed with the U.S. Bankruptcy Court for the
Central District of California, in Santa Ana, a proposed
liquidating Chapter 11 plan and explanatory disclosure statement.

The Debtor has ceased all business operations with the exception
of collecting its accounts receivable, and assisting with the
final disposition of its remaining assets, and forming a Chapter
11 plan that will provide for terms of repayment of claims against
it.

The objective of the Plan, filed in June 2009, is to transfer all
assets of the Debtor, including the prosecution of causes of
action, to an MTI Liquidating Trust, which will liquidate the
assets and distribute the proceeds thereof to holder of allowed
claims and allowed unclassified claims in satisfaction of the
Debtor's obligations.

In the event that all allowed claims are paid in full, any
remaining amounts will be turned over by the MTI Liquidating Trust
to a "Pour-over Account", and the Equity Disbursing Agent -- who
will be appointed by the liquidating trustee -- will make
distributions to holders of interests.

The Plan classifies and treat claims and interests in this manner:

  Class  Claim/Interest   Treatment                     Recovery
  -----  --------------   ---------                     --------
   n/a   Administrative   $456,094 in professional        100%
         Claims           fee claims will be paid
                          in full on the Plan's
                          effective date or to
                          a later specified
                          date.

   n/a   Priority Tax     Tax claims totaling             100%
         Claims           $44,700 will be paid
                          before the effective
                          date in full in cash
                          on the effective date
                          or 15 days after the
                          claim is allowed

    1    Secured Claim    Currently estimated             100%
                          to be zero, any holder
                          of an allowed secured cliam
                          will receive its collateral;
                          proceeds from the sale
                          of its collateral; or
                          cash in the amount of its
                          claim, or other distributions
                          that leaves the rights of
                          the claimants as unimpaired

    2    Priority Non     Expected to be $663,407,        100%
         Tax Claims       the claims will be paid
                          in cash in full.

    3    General          Expected to aggregate            11%
         Unsecured        $11,358,866, holders
         Claims           of these claims will
                          receive an allocated
                          interest in the MTI
                          Trust. It will receive
                          a pro rata distribution
                          from the proceeds of
                          the MTI Trust.

     4   Subordinated     Will receive an                  0%
         General          allocated interest
         Unsecured        in the MTI Trust
         Claims           but no distributions
                          will be made to
                          holders of subordinated
                          claims unless all allowed
                          gen. unsecured claims
                          in Class 3 are paid in
                          full.

    5    All Interest.    All interests will be          None
                          cancelled. Each holder
                          will receive pro rata
                          distributions of cash
                          from the Equity Pour-over
                          Account.

Holders of claims in Classes 3 and 4 will be entitled to vote on
the Plan as their interest are impaired.  Holders of interests in
Class 5 will be deemed to reject and won't receive ballots from
the Debtors.

On the effective date, the official committee of unsecured
creditors will be disbanded, but members of that committee will
form the MTI Trust Committee.

The Court will convene a hearing on August 11, 2009, to affirm
whether the Disclosure Statement contains adequate information
necessary for creditors to make an informed judgment on the Plan.
Objections are due 11 days before the hearing.

Headquartered in Tustin, California, MTI Technology Corp. --
http://www.mti.com/-- was a global provider of end-to-end
information infastructure for mid to large size companies.  At the
time of its bankruptcy filing, the Debtor had three primary groups
of assets, the majority of which have now been sold:

  (1) European Subsidiaries - The Debtor owned all of the issued
      and outstanding capital sock of each of MTI Technology
      GmbH, incorporated in Germany, MTI Technology Limited,
      incorporated in Scotland, and MTI France S.A.S.,
      incorporated in France.

  (2) A U.S.-based service division known as "Collective", which
      was acquired by the Debtor approximately 18 months ago.

  (3) A separate, U.S.-based sales and service division other
      than Collective.

The Company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Ivan L. Kallick, Esq., at
Mannatt Phelps & Phil; Christine M. Fitzgerald, Esq., and Eve A.
Marsella, Esq., at Clarkson, Gore & Marsella APLC, represent the
Debtor as counsel.  Omni Management Group LLC serves as the
Debtor's claim, noticing and balloting agent.  The U.S. Trustee
for Region 16 appointed nine creditors to serve on an Official
Committee of Unsecured Creditors in the Debtor's case.  Winthrop
Couchot Professional Corporation represents the Committee as
general insolvency counsel.  As of Aug. 21, 2007, the Debtor had
total assets of $19,955,578 and total debts of $33,093,308.


MTR GAMING: Moody's Assigns 'B2' Rating on $250 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned (P)B2 to MTR Gaming Inc.'s
proposed $250 million senior secured notes due 2014 and affirmed
the other ratings with the negative outlook.  The company intends
to apply the cash proceeds from the senior secured notes issuance
to the repayment of the existing $130 million senior unsecured
notes and $102 million outstanding senior secured revolver, which
are both due in 2010.  The (P) Provisional designation on the
rating will be removed at closing of the proposed transaction and
after review of the final terms.

Assuming the transaction occurs as planned, Moody's expects to
revise MTR's probability of default rating to B3 from Caa1.  In
Moody's view, near-term default risk would materially diminish, as
the successful execution of the transaction would resolve the
early 2010 debt maturities, which weigh on the company's liquidity
profile.  Upon completion of the planned debt refinancing, the
corporate family rating would also be affirmed at B3, reflecting
Moody's view on recovery in a default scenario post-transaction.
Should the transaction fail, significant negative pressure could
be exerted on the ratings, given the immediacy of the liquidity
pressures.

On a go forward basis, the B3 ratings would consider rising
competitive challenges.  The opening of The Meadows' permanent
facility in April 2009, the opening of Rivers Casino in August
2009 and the potential introduction of table games in Pennsylvania
in the near to intermediate term could pressure the company's
earnings and result in higher leverage.  More positively, Moody's
believe that MTR's cost-cutting and marketing initiatives,
together with the fact that Ohio represents MTR's key feeder
market, could mitigate the impact of competition from
Pennsylvania.  The B3 ratings would not incorporate any positive
developments linked to the possible introduction of video lottery
terminals at Scioto Downs, as the ultimate scope and timing of
slots implementation in Ohio are still difficult to ascertain.  A
separate plan seeking the authorization of casinos in Ohio,
outside the framework of racetracks, which might be detrimental to
MTR's operations, could go before Ohio voters in November 2009.

Moody's expects the rating outlook to return to stable, should the
debt refinancing be successful.  Moody's believe that MTR should
be able to maintain a financial profile commensurate with the B3
rating in the near to intermediate term.

This new rating has been assigned:

  -- (P)B2 (LGD3, 36%) $250 million senior secured notes due 2014

The last rating action was on March 18, 2009 when Moody's lowered
MTR's corporate family rating to B3 from B2.

MTR, through its subsidiaries, owns and operates Mountaineer
Casino, Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania and Scioto Downs in Columbus,
Ohio.  MTR reported net revenues of approximately $468 million in
the last twelve months ended March 31, 2009.


MTR GAMING: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Chester, West Virginia-based MTR Gaming Group
Inc., along with all issue-level ratings on the company's debt, on
CreditWatch with negative implications.

S&P's CreditWatch listing reflects MTR's announced cash tender
offer for 100% of its existing 9.75% senior notes at par and the
requested consent from its subordinated noteholders for the
approval of a new senior secured debt issuance.  The company would
use proceeds of the new issuance to fund the tender of the 9.75%
senior notes and repay its revolving credit balance of
approximately $103 million.

"In the event MTR is unable to place the proposed senior secured
notes, or receive the requisite consent from a majority of the
subordinated noteholders, S&P would expect to lower the corporate
credit rating to 'CCC-' given the January 2010 refinancing
requirement of the senior notes and the March 2010 maturity of the
revolving credit facility," said Standard & Poor's credit analyst
Michael Listner.  "If the company is successful in completing
the planned transaction, S&P would expect to affirm the 'B-'
corporate credit rating and give it a stable outlook."

S&P views the proposed debt issuance as a positive step given its
concern about the company's near-term maturities.  Under the
proposed terms of the tender offer, MTR is seeking to repurchase
100% of its existing 9.75% senior notes at par.  Any untendered
notes will be called as allowed for under the indenture governing
these obligations.  The required consent from the subordinated
noteholders will allow the company to engage in a senior secured
note offering, the value of which is in excess of the permitted
debt basket stipulated in the governing documents of these
obligations.  If the transaction is completed as proposed, the
company's closest maturity will be the June 2012 maturity of its
9.00% senior subordinated notes.

Although the proposed transaction will have a minimal impact in
increasing the company's total consolidated debt balance, the
higher expected coupon on the proposed senior secured notes
(relative to the existing revolving credit facility and 9.75%
senior notes) will cause the company's interest coverage metric to
weaken.  In addition, MTR faces a near-term competitive challenge
when the Rivers Casino opens in Pittsburgh, Pennsylvania next
month.  Mountaineer Park, the company's largest and most
profitable casino, lies within a one-hour drive of downtown
Pittsburgh.  S&P expects that the additional gaming capacity will
negatively affect Mountaineer's market position and cause
operating performance to weaken.  Also, given the increased
interest expense from the proposed transaction, S&P expects that
credit measures will be impaired post-closing.  For instance, pro
forma for the refinancing, S&P expects interest coverage in 2010
to be just below 1.5x.  In addition, although the proposed
transaction will improve the company's maturing debt profile, MTR
will need to refinance $125 million of 9.00% senior subordinated
notes prior to June 2012.  This could be difficult, particularly
if regulations are changed allowing table games at the
Pennsylvania casinos -- an additional offset to Mountaineer's
current competitive advantage.


NEW ORLEANS EXHIBITION: S&P Corrects Rating on Tax Bonds From 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected and raised its
underlying rating on New Orleans Exhibition Hall Authority,
Louisiana's series 1996A, 1996C, 1998, and 2000 hotel-occupancy
tax and special-tax bonds to 'BBB+' from 'BB'.  The outlook
remains stable.  At the same time, Standard & Poor's corrected and
raised its SPUR on the authority's 2004 senior-subordinated
special-tax bonds to 'BBB' from 'B', and revised the outlook to
stable from positive.  On June 26, 2009, S&P inadvertently did not
raise the SPUR on these series when S&P raised the rating on New
Orleans Exhibition Hall Authority.  All ratings are guaranteed by
insurance policies from these companies:

  -- Series 1996A and 1996C -- National Public Finance Guarantee
     Corp. (A/Watch Dev); Public long-term rating: 'A/Watch Dev';
     Standard & Poor's SPUR: 'BBB+/Stable';

  -- Series 1998 -- National Public Finance Guarantee Corp.
     (A/Watch Dev); Public long-term rating: 'A/Watch Dev';
     Standard & Poor's SPUR: 'BBB+/Stable';

  -- Series 2000 -- FGIC (NR); Public long-term rating:
     'BBB+/Stable'; Standard & Poor's SPUR: 'BBB+/Stable'; and

  -- Series 2004 -- AMBAC ('BBB/Watch Neg); Public long-term
     rating: 'BBB/Stable'; Standard & Poor's SPUR: 'BBB/Stable'


NORANDA ALUMINUM: S&P Raises Corporate Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'.  The
outlook is developing.

At the same time, S&P raised the issue-level rating on Noranda's
$220 million senior unsecured notes and on Noranda Aluminum
Acquisition Corp.'s $510 million senior unsecured notes to 'CCC-'
from 'D'.  The recovery ratings on these notes remain at '6'.  The
'6' recovery rating indicates the expectation of negligible (0%-
10%) recovery in the event of a payment default.  The issue-level
rating and recovery rating on the company's senior secured credit
facility remain 'D' and '3', respectively, since it is still
subject to repurchases under the previously announced debt
repurchases program S&P deemed distressed transactions tantamount
to default.

"The rating actions follow S&P's reassessment of the company's
probability of default given its improved capital structure based
on just over $200 million of debt reduction.  The repurchases were
completed at deeply discounted prices with funds from the partial
monetization of its favorable aluminum hedges," said Standard &
Poor's credit analyst Sherwin Brandford.

S&P's outlook on Noranda is developing. While S&P believes
liquidity is likely to decline in 2010 unless aluminum prices
recover substantially to mitigate the past two quarters of
operating losses, S&P expects Noranda to maintain at least
$125 million in cash to support its operations in the near term.
Given the frail economy and the need to fund ongoing operating
losses, S&P believes this liquidity position is weak but
supportive of the rating.


NOVELIS INC: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Novelis Inc. to 'B+' from 'BB-'.  At
the same time, S&P lowered the rating on the company's senior
secured term loan one notch to 'BB-'.  The recovery rating of '2'
on the loan is unchanged.  S&P also lowered the rating on the
company's senior unsecured notes a notch to 'B-' The '6' recovery
rating on the notes is unchanged.  S&P also removed the ratings
from CreditWatch with negative implications, where they were
placed February 20.  The outlook is stable.

"The company's profitability and cash flow remain weak,
exacerbating its heavy debt burden," said Standard & Poor's credit
analyst Donald Marleau.

Incorporated in this rating action is S&P's belief that the credit
quality of the company's parent, Hindalco Industries Inc. (not
rated), has weakened.  The rating action also reflects its lower
earnings stemming from the drop in primary aluminum prices, as
well as its heavy debt load and significant capital expenditure
plans.

"In S&P's opinion, the ratings on Novelis reflect the company's
poor cash generation, high debt leverage, and unstable operating
earnings," Mr. Marleau added.  Alleviating these weaknesses are
the company's leading position in the global aluminum rolled
products market, and extensive geographic and product diversity.
The ratings also reflect the links to Hindalco, for which Novelis
is a long-term, strategically important investment.

Novelis' EBITDA at March 31, 2009, belies its weak cash flow.
Revenues and EBITDA currently overstate the company's cash
generation, as it amortizes the fair value of capitalized can-
price ceiling liabilities into revenue in the wake of its
acquisition by Hindalco.  As such, a significant gap has emerged
between EBITDA and other measures of funds flow, making recent
historical EBITDA-based metrics unrepresentative of actual credit
quality.  Despite good working capital management that has been a
source of cash, weak funds from operations has contributed to
negative discretionary cash flow in each of the past three years.
That said, S&P expects that cash flow metrics will begin to
improve, albeit slowly, considering the difficult economic
fundamentals the company faces.

Weak economic conditions have caused lower sales volumes, with
shipments of flat rolled products decreasing 7% for fiscal 2009.
Most of the decline came in the second half of the year from the
automotive, construction, and industrial segments, which account
for less than half of Novelis' shipments; can sheet shipments
remained stable.

The outlook is stable.  The ratings on Novelis are a function of
the company's persistently high debt burden, as well as S&P's
views of Hindalco's credit quality and expectations of parental
support.  S&P believes that Novelis' cash flow will improve
modestly during the coming 12-18 months, as cost reductions offset
lower volumes and the company's earnings begin to translate into a
steadier stream of operating cash flow.  Given that aluminum
prices remain stable at a decidedly lower level than in recent
years, S&P believes that Novelis could begin generating cash from
operations commensurate with its reported EBITDA.  S&P could
revise the outlook to negative or lower the ratings if the company
turns free cash flow negative (excluding seasonal and price-
related working capital swings), thereby increasing its debt
burden and weakening liquidity.  On the other hand, S&P would
consider revising the outlook to positive if Novelis began
reducing debt from a more stable stream of free cash flow, thus
improving FFO-to-debt to more than 20%.


NORTEL NETWORKS: Updated Case Summary & 40 Unsecured Creditors
--------------------------------------------------------------
Debtor: Nortel Networks Inc.
        2221 Lakeside Boulevard
        Richardson, TX 75082

Bankruptcy Case No.: 09-10138

Petition Date: January 14, 2009

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 14, 2009:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks Capital Corporation                09-10139-KG
Alteon WebSystems, Inc.                            09-10140-KG
Alteon Websystems International, Inc.              09-10141-KG
Xros, Inc.                                         09-10142-KG
Sonoma Systems                                     09-10143-KG
Qtera Corporation                                  09-10144-KG
CoreTek, Inc.                                      09-10145-KG
Nortel Networks Applications Management Solutions  09-10146-KG
Nortel Networks Optical Components Inc.            09-10147-KG
Nortel Networks HPOCS Inc.                         09-10148-KG
Architel Systems (U.S.) Corporation                09-10149-KG
Nortel Networks International Inc.                 09-10150-KG
Northern Telecom International Inc.                09-10151-KG
Nortel Networks Cable Solutions Inc.               09-10152-KG

Debtor-affiliates that filed Chapter 15 petitions on Jan. 14,
2009:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks Corporation                        09-10164
Nortel Networks Limited                            09-10166
Nortel Networks Technology Corporation             09-10167
Nortel Networks International Corporation          09-10169
Nortel Networks Global Corporation                 09-10168

Additional affiliate that filed Chapter 15 petition on June 10,
2009:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks UK Limited                         09-11972

Debtor-affiliate that filed separate Chapter 11 petition on
July 14, 2009:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks (CALA) Inc.                        09-12515

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

                     See: http://www.nortel.com/

Court: District of Delaware (Delaware)

Judge: Kevin Gross

The Debtors' Bankruptcy Counsel: James L. Bromley, Esq.
                                 Cleary Gottlieb Steen & Hamilton
                                 LLP
                                 One Liberty Plaza
                                 New York, NY 10006
                                 Tel: (212) 225-2000
                                 Fax: (212) 225-3999
                                 http://www.cgsh.com

Delaware and Bankruptcy Counsel: Derek C. Abbott, Esq.
                                 dabbott@mnat.com
                                 Morris Nichols Arsht &
                                 Tunnell LLP
                                 1201 N. Market Street
                                 Wilmington, DE 19899
                                 Tel: (302) 658-9200
                                 Fax: (302) 658-3989

Financial Advisor: Lazard Freres & Co. LLC

Claims and Noting Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: More than $1 Billion

Estimated Debts: More than $1 Billion

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York Mellon    bond debt         $1,125,000,000
as Indenture Trustee for the
19.75% Senior Notes due 2016
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $1,000,000,000
as Indenture Trustee for
Floating Rate Senior Notes
due 2011
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $575,000,000
as Indenture Trustee for the
1.75% Convertible Senior
Notes due 2012
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $575,000,000
as Indenture Trustee for the
2.124% Convertible Senior
Notes due 2014
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $550,000,000
as Indenture Trustee for the
1.75% Senior Notes due 2013
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

Export Development Canada     trade debt         $186,719,257
Attn: Stephane Lupien
151 O'Connor Street
Ottawa, Ontario K1A 1K3
Tel: (613) 598-2500
Fax: (613) 597-8504

The Bank of New York Mellon    bond debt         $150,000,000
as Indenture Trustee for the
7.875% Senior Notes due 2026
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

Flextronics                    trade debt        $22,039,105
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

Flextronics America LLC        trade debt        $19,475,669
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

Flextronics International      trade debt        $4,903,678
Europe BV
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

SEAL Consulting                trade debt        $4,580,594
Attn: Chief Legal Officer
105 Field Crest Avenue
Edison, NJ 8837
Tel: (732) 417-9595
Fax: (732) 417-9655

Computer Science Corporation   trade debt        $4,070,538
Attn: Hayward D. Fisk, Esq.
2100 East Grand Avenue
El Segundo, CA 90245

Jabil Circuit Inc. (GDL)       trade debt        $3,822,127
Attn: Joe Adams
10560 Dr. Martin Luther King
Jr. Street
St. Petersburg, FL 33716-3718
Tel: (727) 803-3398
Fax: (72&) 803-5749

Beeline
Attn: Chief Legal Officer      trade debt        $3,509,361
1300 Marsh Landing Parkway
Jacksonville Beach, FL 32250
Tel: (904) 273-7615
Fax: (904) 527-5827

Infosys Technologies Ltd.      trade debt        $2,998,097
Plot No. 45 & 46 Electronics
Bangalore, KA 560100
Tel: 91-080-2852-0261
Fax: 91-080-2852-0362

Attn: head of sales -
Communication & Product
Services
34760 Campus Drive
Fremont, CA 94555

JDS Uniphase Corporation       trade debt        $2,929,462
Attn: Douge Alteen
3000 Merivale Road
Ottawa, Ontario K2G 6N7
Tel: (613) 843-3000
Fax: (613) 843-333

Attn: Chris Dewees
1768 Automation Parkway
San Jose, CA 95131
Fax: (408) 546-4350

Tata Consultancy Services      trade debt        $2,928,070
Park West II Kulupwadi Road
Mumbai 400066
Tel: 91-22-5647-1100
Fax: 91-22-2204-2215

Communications Test Design     trade debt        $2,927,661
Inc.
Attn: Gerald J. Parsons
1373 Enterprises Drive
West Chester, PA 19380
Tel: (610) 436-5203
Fax: (610) 436-6890

Glow Networks                  trade debt        $2,670,568
2140 Lake Park Boulevard
Richardson, TX 75080-2290
Tel: (972) 699-1994
Fax: (972) 699-1995

Anixter                        trade debt        $2,611,542
Attn: Jill M. Standifer
4711 Golf Road
Shokie, Illinois 60076
Fax: (847) 715-7626

Flextronics International      trade debt        $2,373,327
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

ITC Networks                   trade debt        $2,359,836
167 Calea Floreasca, Sector I
Bucharest, Romania 14459
Fax: 40-21-203-6666

Luxoft
10-3, 1-Volokolamsky proezd
123060 Moscow
Tel: 7-495-967-8030
Fax: 7-495-967-8032

Johnson Controls Inc.          trade debt       $2,065,379
2215 York Road
Oak Brook, IL 60523
Tel: (630) 990-3668
Fax: (630) 990-2300

Emerson Network Power          trade debt       $1,970,076
Embedded
2900 South Diablo Way
Tempe, AZ 85282-3214
Tel: (905) 729-2870
Fax: (602) 438-3370

Wistron InfoComm Technology    trade debt       $1,715,460
Corp.
800 Parker Square
Flower Mound, TX 75028
Tel: (972) 906-7877
Fax: (972) 906) 7832

Wipro Techonlogies             trade debt       $1,684,073
Attn: Kumudha Sridharan
Plot 72, Keonics Electronic
City
Hosur Main Road
Bangalore, India 561229
Tel: 91-80-2852-0408
Fax: 91-80-2844-0214

Attn: Dr. A.L. Rao
No. 8, 7 Main 1 Block
Koramangala
Bangalore, India 560034

Telrad Networks Ltd.           trade debt        $1,420,482
Attn: Yaacov Omer
      Yossi Benji and
      Simcha Gutgold
Telrad Park Afek
14 Hamelacha St.
PO Box 488
Rosh Ha'avin, Israel 48091
Fax: (972)-8-913-1013
Fax: (972)-6-913-1013
Fax: (972)-3-913-7109
Fax: (972)-3-913-7358

Advanced Information           trade debt        $1,274,404
Management
Attn: Ned Nelson
PO Box 1150
Collierville, TN 38027-1150
Tel: (901) 854-5777
Fax: (901) 854-5775

Airspan Communicatons Ltd.     trade debt        $1,274,161
777 Yamato Road, Suite105
Boca Raton, Florida 33431
Fax: (561) 893-8671

McCann Erickson San Francisco  trade debt        $1,214,888
600 Battery Street
San Francisco, CA 94111
Tel: (415) 262-5600
Fax: (262)-5400

TEKsystems Inc.                trade debt        $1,105,409
7437 Race Road
Hanove, MD 21076-111
Tel: (410) 540-3012
Fax: (410) 570-3437

Covergence Inc.                trade debt        $1,104,715
One Clock Tower Place
Maynard, MA 01754
Tel: (978) 823-5233
Fax: (978) 897-6998

GFI Inc.                       trade debt        $1,048,151
180 Ave Labrosse
Pointe Claire, Quebec H9R 1A1
Tel: (514) 630-4877
Fax: (514) 630-4899

Flextronics Sales & Marketing  trade debt        $1,039,958
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

Coams Inc.                     trade debt        $1,022,896
175 W. Jackson, Suite 1750
Chicago, IL 60604
Tel: (312) 243-2667
Fax: (312) 243-2531

IBM Corporation                trade debt        $988,165
Attn: Robert C. Weber
New Orchard Road
Armonk, NY 10504
Tel: (919) 499-6196
Fax: (919) 499-7372

Nortel Networks Corp.          litigation claim  unknown
'ERISA' Litigation Plaintiffs
Attn: Jane B. Stranch
Branstetter, Kilgore, Stranch
& Jennings
227 Second Avenue North
4th Floor
Nashville, TN 37201-1631
Tel: (615) 254-8801
Fax: (615) 250-3937

Pension Benefit Guaranty       pension           unknown
Corporation                    obligations
Department of Insurance
Supervision and Compliance
1200 K. Street, N.W.
Washington, D.C. 20005-4026
Tel: (202) 326-4070
Fax: (202) 842-2643

The petition was signed by vice president John Doolittle.


NUTRITIONAL SOURCING: Can Begin Wooing Votes on Liquidation Plan
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved a disclosure statement describing
first amended Chapter 11 joint plan of liquidation filed by
Nutritional Sourcing Corp. and its debtor-affiliates.

A hearing is set for August 31, 2009, at 2:00 p.m., to consider
confirmation of the Debtors' plan.  Objections, if any, are due
August 20, 2009, at 4:00 p.m.

A full-text copy of the Court's order together with the summary of
distribution under the plan is available for free at:

               http://ResearchArchives.com/t/s?3f56

According to the Troubled Company Reporter on June 17, 2009, under
the amended plan, holders of the Debtors' other priority and other
secured claims, and mirror loan note claims are expected to
recover 100% of their claims.  Changes in recovery percentages
from the amended plan to previous plan:

                          Estimated Recovery  Estimated Recovery
  Type of Claim           under Amended Plan  under Previous Plan
  -------------           ------------------  -------------------
Senior Secured                   25.0%               32.3%
Pueblo Trade                     98.0%              100.0%
Pueblo General Unsecured          7.6%                7.8%
FLBN General Unsecured           18.9%               25.2%
PBGC Recovery                    37.8%               42.0%
Keon and O'Leary Recovery        35.2%               44.8%

All holders of the Debtors' penalty and subordinated claims, and
equity securities interest will get nothing under the plan.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3de9

A full-text copy of the Debtors' Amended Plan is available for
free at http://ResearchArchives.com/t/s?3dea

The Debtors first filed their Joint Plan of Liquidation on
September 4, 2008.  Judge Peter J. Walsh, however, denied
confirmation of the earlier plan version.  According to the
Troubled Company Reporter on Oct. 30, 2008, Judge Walsh sought
clarification on the proposed distributions to the various classes
of claims.

The First Amended Plan incorporates several changes to address the
Court's concerns.  According to NetDocketsBlog.com, the material
modifications to the Amended Plan include:

    * The definition of Pueblo Trade Claim was modified from:

      "the Allowed Claims of trade creditors who provided (i)
      grocery and other merchandise to Pueblo for ultimate sale by
      Pueblo or (ii) services that were directly related to or
      incorporated into grocery and other merchandise for ultimate
      sale by Pueblo . . ." to

      "the Allowed Claims of trade creditors who provided goods
      and services to Pueblo in the ordinary course of Pueblo's
      business . . ."

    * The recovery to Holders of Class 4A Pueblo Trade Claims will
      be reduced from 100% to 98% of the Allowed amount of such
      Claims.

    * The Mirror Loan Transfer will take place on the Effective
      Date as opposed to the final Distribution Date.

    * The FLBN Allowed Trade Claim will be reduced from $2,000,000
      to $600,000 and the FLBN - Pueblo Allowed Intercompany
      General Unsecured Claim will be increased from $47,520,000
      to $48,920,000.

    * The bonus to be paid to Mr. Keon and Mr. O'Leary was
      modified from a wholly incentive bonus based on recoveries
      to creditors to a bonus based in part on confirmation of the
      Plan, with the remainder based on recovery to creditors.

                   About Nutritional Sourcing

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


NV BROADCASTING: Gets Interim Approval to $28MM DIP Financing
-------------------------------------------------------------
New Vision Television said the United States Bankruptcy Court for
the District of Delaware has approved all of its first-day
motions.

New Vision received Court approval during its first-day hearings
to keep all employee pay and benefits intact.  The Court also
approved New Vision's access on an interim basis to a new
$28 million line of credit that will provide ample funding for the
company through the remainder of the restructuring process.  Next,
the Court permitted New Vision to make key operational payments,
including for taxes and insurance programs.  Under the Court's
order, sales incentives will also be funded. Finally, the Court
established procedures to streamline the proceedings with the goal
of speeding New Vision's emergence from bankruptcy.

According to Bill Rochelle at Bloomberg News, New Vision received
interim authorization from the Bankruptcy Court to borrow
$16 million from the proposed $28 million credit line.

"The Court's prompt action is good news for New Vision's
employees, advertisers, business partners and viewers," said Jason
Elkin, New Vision's Chairman and Chief Executive Officer.  "The
Court's decision will allow us continue to operate our business as
usual.  The Court's quick ruling also marks a smooth entry into
what we hope will be a short and consensual bankruptcy process
that will restructure all of the company's debt and lead to the
emergence of New Vision as a much stronger entity going forward."

On July 13, 2009, New Vision announced agreement with all of its
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 and provide New Vision with
capital to ensure the Company's uninterrupted business operations.
As a result of this agreement, New Vision began a pre-arranged,
consensual bankruptcy proceeding in the United States Bankruptcy
Court, District of Delaware.

Moelis & Company is serving as financial advisor to New Vision
Television, and Locke Lord Bissell & Liddell is serving as legal
counsel for the restructuring.

                    About New Vision Television

New Vision Television -- http://newvisiontv.com/-- owns and
operates 14 major network-affiliated television stations across
the United States.   It has corporate offices in Atlanta and Los
Angeles.

NV Broadcasting LLC, doing business as New Vision Television, and
its affiliates, NV Media LLC and NV Television LLC, filed for
Chapter 11 on July 13, 2009 (Bankr. D. Del. Case No. 09-12473).
NV Broadcasting listed $10 million to $50 million in assets and
$100 million to $500 million in liabilities in its petitin.

Attorneys at Locke Lord Bissell & Liddell LLP serve as general
bankruptcy counsel, and attorneys at Polsinelli Shughart PC, serve
as co-counsel.  Moelis & Company LLC serves a financial advisor.
The claims agent is BMC Group Inc.


OPUS WEST: U.S. Trustee Names 4-Member Creditors' Committee
-----------------------------------------------------------
The United States Trustee for the Northern District of Texas
appointed four members to an official committee of unsecured
creditors in the bankruptcy cases of Opus West Corporation.

The Committee members are:

   -- Ennis Steel Industries, Inc.
   -- King of Texas Roofing Company, L.P.
   -- R.L. Murphey Commercial Roof Systems, L.P.
   -- Central Minnesota Fabricating, Inc.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Can Initially Access Cash Securing Guaranty Bank Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court Northern District of Texas authorized,
on an interim basis, Opus West Corporation and its debtor-
affiliates to:

   -- access cash collateral of Guaranty Bank, with regards to
      Debtor Opus West LP's real estate project known as 121
      Lakepointe Crossing Phase I & II Real Estate Project; and

   -- grant adequate protection to the lender in the form of:

      a) maintenance and protection of the 121 Lakepointe Project;

      b) permission to Guaranty Bank, et. al., to full and
         unfettered access to knowledgeable agents and
         representatives and the books and records of OWLP;

      c) a continuing lien on the 121 Lakepointe Project.

A final hearing on the Debtor's use of cash collateral is set for
July 24, 2009, at 10:00 a.m.  The hearing will be held before
Judge Harlin D. Hale at 1100 Commerce Street, Room 1421, Dallas,
Texas.

As of May 31, 2009, the total debt outstanding was $16,675,000 for
Phase I and $2,049,783 for Phase II.  The maturity date of the
Phase I Loan and Phase II loan is January 17, 2010.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


PENINSULA GAMING: Moody's Assigns 'Ba2' Rating on $215 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Peninsula
Gaming LLC's proposed $215 million senior secured notes due 2015
and a B3 rating to the proposed $315 million senior unsecured
notes due 2017, subject to the review of the final terms and
conditions.  The B1 corporate family and probability of default
ratings were also affirmed.  The rating outlook is stable.  The
cash proceeds from the proposed issuance are expected to fund (1)
the previously announced purchase of 100% of Belle of Orleans, LLC
for $106.5 million dollars, subject to certain adjustments as "The
Amelia Belle acquisition", and (2) the redemption of PGL's
existing debt, including the B2 rated $255 million 8.75% senior
secured notes due 2012.

The affirmation of the B1 corporate family and probability of
default ratings considers that the proposed transactions will
improve PGL's business profile after the inclusion of Amelia Belle
and Diamond Jo Worth, a previously unrestricted subsidiary, in the
rated perimeter.  Furthermore, the proposed transactions do not
fundamentally change Moody's expectation of de-leveraging in the
near to intermediate term, although they modestly increase PGL's
financial leverage to 5.6 times on a pro forma basis as of
March 31, 2009.  The ratings consider that the company will make
tangible progress towards reducing total debt/EBITDA to a level
near 4.5 times by the end of 2010, based on the EBITDA
contribution of the new land-based Diamond Jo casino, the relative
stability of the other operations and material debt reduction.
PGL's liquidity is also expected to remain good due to solid free
cash flow, absent significant development projects.

The stable outlook reflects the view that PGL's financial policy
will focus on debt reduction in the near to intermediate term.
The outlook also considers that the ramp-up of the new land-based
Diamond Jo casino will remain solid and the other operations
resistant to the weak economy.

These new ratings have been assigned:

  -- Ba2 (LGD2, 25%) $215 million senior secured notes due 2015
  -- B3 (LGD5, 76%) $315 million senior unsecured notes due 2017

These ratings have been affirmed:

  -- B1 corporate family rating

  -- B1 probability of default rating

  -- B2 (LGD4, 60%) $255 million 8.75% senior secured notes due
     2012

The last rating action was on August 29, 2007, when Moody's
upgraded PGL's corporate family rating to B1 from B2.

PGL is a holding company whose primary assets are equity interests
in its wholly owned subsidiaries, which own and operate the
Diamond Jo casino in Dubuque, Iowa, the Evangeline Downs Racetrack
and Casino in St. Landry Parish, Louisiana, and the Diamond Jo
Worth casino in Worth County, Iowa.  Consolidated net revenues for
the twelve-month period ended March 31, 2009, were approximately
$269 million.


PENINSULA GAMING: S&P Assigns 'BB' Rating on $215 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Dubuque, Iowa-based casino operator Peninsula
Gaming LLC's planned $215 million senior secured notes due 2015
and $315 million senior unsecured notes due 2017.  S&P rated the
senior secured notes 'BB' (two notches higher than the 'B+'
corporate credit rating on the company) with a recovery rating of
'1', indicating S&P's expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default.  The
senior unsecured notes were rated 'B' (one notch lower than the
'B+' corporate credit rating) with a recovery rating of '5',
indicating S&P's expectation of modest (10% to 30%) recovery for
lenders in the event of a payment default.  (These ratings are
based upon preliminary terms and conditions.)

At the same time, S&P affirmed its existing ratings on Peninsula,
including the 'B+' corporate credit rating.  The rating outlook is
stable.

The ratings affirmation follows S&P's assessment of Peninsula's
proposed new notes in conjunction with the expected acquisition of
the Amelia Belle Casino.  S&P expects the company to use proceeds
from the proposed notes to: Redeem all of the outstanding
$253 million 8.75% Peninsula Gaming LLC senior secured notes, the
$111 million 11.0% Diamond Jo Worth senior secured notes, and the
$6.9 million outstanding 13.0% Evangeline Downs senior notes;
Repay a portion of the company's unrated senior secured revolving
credit facility, and Fund the $106.5 million purchase price of the
Amelia Belle Casino.

On June 18, 2009, Peninsula announced that its wholly owned
subsidiary, AB Casino Acquisition LLC, entered into a definitive
purchase agreement with Columbia Properties New Orleans LLC to
purchase 100% of the outstanding limited liability company
interests of Belle of Orleans LLC, the owner of riverboat casino
Amelia Belle Casino.  The company expects the transaction to close
by the third quarter of 2009.  While the acquisition will modestly
increase Peninsula's cash flow diversity by adding a fourth
property to its portfolio, S&P does not expect meaningful growth
out of this new asset, which is located in a small market,
although the property could benefit somewhat when the economy
improves.  Still, Amelia Belle's market is reasonably well
protected, and it is possible that Peninsula could realize some
benefit to cross-promoting the Amelia Belle with its Evangeline
Downs property, located 90 miles to the north.

"The 'B+' corporate credit rating reflects Peninsula's small
portfolio of second-tier assets and its high debt leverage," said
Standard & Poor's credit analyst Ariel Silverberg.  "The increased
cash flow diversity following the Amelia Belle acquisition and the
relatively good quality of the company's Iowa assets somewhat
temper these factors."


PLIANT CORP: Lenders Seek Delay of Disclosure Statement Hearing
---------------------------------------------------------------
An ad hoc committee of first-lien creditors of Pliant Corp.
is asking the U.S. Bankruptcy Court for the District of Delaware
to postpone for 60 days the hearing currently set for July 24 to
consider approval of a disclosure statement explaining the
competing Chapter 11 plans of management and creditor Apollo
Management LP, Bill Rochelle at Bloomberg News said.  According to
the report, the first-lien creditors say time is needed to (i)
compare the two, given how they use entirely different valuation
methods, and (ii) work through complexities in the Apollo plan
that may make it incapable of being confirmed.

Apollo Management's plan provides that:

   -- The First Lien Notes secured claims receive $89 million
      in cash and $236.4 million of new senior secured notes to
      be issued pursuant to the Plan;

   -- The remaining balances of the Debtor's First Lien Notes
      and the Debtors Second Lien Notes will receive, in
      respect of each $1000 of allowed claims, at the Holder's
      option either $87.50 in cash and $87.50 in liquidation
      preference of new preferred stock if such holder elects
      to receive cash and new preferred stock or if such holder
      does not make an election on the ballot, or a pro rata
      share of the Rights allocation if such holder elects to
      receive Rights;

   -- General unsecured claims will be paid $0.175 on the
      dollar in cash;

   -- The Debtors' DIP facility claims and prepetition credit
      facility claims will be paid in full in cash; and

   -- Claims and interests of Pliant's existing equity holders
      will be extinguished.

Pliant's plan provides for (i) payment of $393 million in
first- lien notes with all of the new stock of reorganized Pliant,
(ii) recovery by other creditors, including the holders of $262
million in second-lien notes, with warrants to buy new stock.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PPA HOLDINGS: Get Initial Approval to Use Cash Collateral
---------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California authorized PPA Holdings LLC and its
debtor-affiliates to use, on an interim basis, cash collateral to
pay ordinary and necessary expenses -- excluding professional fees
and insider compensation -- of the operation of their business
until July 27, 2009.

Entities with interest in the Debtors' cash collateral, include:
Affinity Bank, Allied Healthcare, Bank of America, Capstone Realty
Adv.; Cathay Bank; China Trust; Country Wide; East West Bank;
First Private Bank of Trust; GE Capital Corporation; Imperial
Capital Bank; Key Bank; La Jolla Bank; Provident Bank; Universal
Bank; Vineyard Bank; Wachovia; and Washington Mutual.

Allied Healthcare, a non-profit financial cooperative and secured
creditors of one of the Debotrs' affiliates, objected to the use
of cash collateral arguing that its interest is not adequately
protected.

The Debtors granted the secured creditors lien on all postpetition
rental income and maintenance of a collateral package with a value
equal to the value of the collateral on the Debtors' bankruptcy
filing as adequate protection.

A continued hearing with respect to the Debtors' request will be
held on July 27, 2009, at 9:30 a.m.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C. D. Calif. Lead Case No. 09-16353).  Todd C.
Ringstad, Esq., at Ringstand & Sanders LLP represents the Debtor
in their restructuring efforts.  The Debtors listed
$10 million to $50 million in assets and $50 million to
$100 million in debts.


PRECISION PARTS: Seeks Sept. 14 Extension of Exclusive Periods
--------------------------------------------------------------
Precision Parts International Services Corp. asks the U.S.
Bankruptcy Court for the District of Delaware to extend until
Sept. 14, 2009, its exclusive period to file a liquidating Chapter
11 plan.  The Debtor's second request for an extension will be
heard on August 5.

PPI has sold its assets to Cerion, LLC, in March.  But it needs
more time to work out a disposition of the $18.5 million sale
proceeds between the secured lenders and the official committee of
unsecured creditors, Bill Rochelle at Bloomberg News said.

In its first requested for an extension, PPI said that while it
has completed its sale to Cerion, additional assets remain to
be disposed.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on their behalf by Intermex Manufactura de Chihuahua under a
shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  When PPI Holdings, Inc.
filed for protection from its creditors, it listed assets of
between $100 million and $500 million, and the same range of debt.


PROVIDENT ROYALTIES: Committee Urges Court to Intervene SEC Suit
----------------------------------------------------------------
The official committee of unsecured creditors in Provident
Royalties LLC's bankruptcy cases asks the U.S. District Court for
the Northern District of Texas to intervene in the U.S. Securities
and Exchange Commission's suit alleging the Debtors ran a $485
million Ponzi scheme, according to Law360.

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.  William T. Neary, United States Trustee for Region 6,
appointed nine creditors to serve on the official committee of
unsecured creditors in the Debtors' cases.  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: Section 341(a) Meeting Set for July 30
-----------------------------------------------------------
The first meeting of creditors in Provident Royalties LLC and its
debtor-affiliates' bankruptcy cases will be held on July 30, 2009,
at 2:00 p.m., at the Office of the U.S. Trustee, 1100 Commerce
Street, Room 976, Dallas, TX 75242.

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

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

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.


QIMONDA NA: LSI, Agere Contest ITC Probe Cease Order
----------------------------------------------------
LSI Corp. and Agere Systems Inc. contended the Bankruptcy Court's
decision to halt the investigation of U.S. International Trade
Commission of Qimonda AG, claiming the inquiry over the Debtor's
alleged patent infringement is a regulatory proceeding and thus
exempt from an automatic stay, according to Law360.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
at Richards Layton & Finger PA, has been tapped as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda listed more than
$1 billion each in assets and debts.

On June 15, 2009, QAG filed a petition for relief under Chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


QSGI INC: Court Allows Interim Use of Cash Collateral
-----------------------------------------------------
Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized, on an interim basis, QSGI, Inc.
and its affiliates to:

   -- use cash securing repayment of loan with prepetition secured
      creditors until 5:00 p.m. of July 17, 2009; and

   -- grant adequate protection to the prepetition secured
      creditors.

The Debtors are also authorized: (i) to exceed any line item on
the Budget by an amount equal to 10% of each line item; or (ii) to
exceed any line item by more than 10% so long as the total of all
amount do not exceed $318,862.

The prepetition secured creditors are Victory Park Management,
LLC, Liberty bank, IMB Credit, LLC, John R. Riconda, and Varilease
Technology Finance Group.  The Debtors' debt with the prepetition
secured creditors range from $5 million to $6 million.

As adequate protection, the Debtors are authorized to grant
prepetition lenders: (i) replacement liens; and (ii) a first
priority postpetition security interest and lien in all of the
Debtors' assets.

The Court also authorized, on an interim basis, the Debtors to
employ the Law Firm of Shraiberg, Ferrara & Landau, P.A., as
general bankruptcy counsel.  The Court is set to consider the
retention of Shraiberg, Ferrara on July 30, 2009, at 09:30 a.m. at
1515 N. Flagler Drive, Room 801 Courtroom B, West Palm Beach,
Florida.

A final hearing on the cash collateral is set for July 17, 2009,
at 2:00 p.m. at the U.S. Bankruptcy Courthouse, Flagler Waterview
Building, 1515 North Flagler Drive, 8th Floor, courtroom B, West
Palm Beach, Florida.

The Debtor also selected Richard Cartoon of Kinetic Advisors, LLC
as chief restructuring officer nunc pro tunc to July 13, 2009.

                       Section 341(a) Meeting

The U.S. Trustee for Region 21 will convene a meeting of creditors
in QSGI, Inc. and its affiliates' Chapter 11 cases on Aug. 12,
2009, at 10:30 a.m.  The meeting will be held at 1515 N. Flagler
Drive Room 870, West Palm Beach, Florida.

                          About QSGI Inc

Palm Beach, Florida-based QSGI, Inc., and its affiliates filed for
Chapter 11 on July 2, 2009 (Bankr. S. D. Fla. Lead Case No. 09-
23658).  Bradley S. Shraiberg, Esq. at Shraiberg, Ferrara, Landau
P.A. represents the Debtors in their restructuring efforts.  The
Debtors have assets and debts both ranging from $10 million to
$50 million.


QUEST RESOURCE: Files Restatement to 2008 Quarterly Reports
-----------------------------------------------------------
Quest Resource Corporation filed with the Securities and Exchange
Commission an amended Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 2008, to include restated consolidated
financial statements as of June 30, 2008 and for the three and six
month periods ended June 30, 2008 and 2007 for QRCP.

A full-text copy of the June 2008 Form 10-Q/A is available at no
charge at http://ResearchArchives.com/t/s?3f54

QRCP also filed an amended Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2008, which includes restated consolidated
financial statements as of March 31, 2008, and for the three month
periods ended March 31, 2008, and 2007.

A full-text copy of the March 2008 Form 10-Q/A is available at no
charge at http://ResearchArchives.com/t/s?3f55

On August 22, 2008, in connection with an inquiry from the
Oklahoma Department of Securities, the boards of directors of
QRCP; Quest Energy GP, LLC, the general partner of Quest Energy
Partners, L.P. (NASDAQ: QELP), which is a publicly traded limited
partnership controlled by QRCP, and Quest Midstream GP, LLC, the
general partner of Quest Midstream Partners, L.P., a private
limited partnership controlled by QRCP, held a joint working
session to address certain unauthorized transfers, repayments and
re-transfers of funds to entities controlled by their former chief
executive officer, Jerry D. Cash.

A joint special committee comprised of one member designated by
each of the boards of directors of QRCP, Quest Energy GP, and
Quest Midstream GP was immediately appointed to oversee an
independent internal investigation of the Transfers.  In
connection with this investigation, other errors were identified
in prior year financial statements and management and the board of
directors concluded that the Company had material weaknesses in
its internal control over financial reporting.  As of December 31,
2008, these material weaknesses continued to exist.

On December 31, 2008, the board of directors of QRCP determined
that the audited consolidated financial statements of QRCP as of
and for the years ended December 31, 2007, 2006, and 2005 and
QRCP's unaudited consolidated financial statements as of and for
the three months ended March 31, 2008, and as of and for the three
and six month periods ended June 30, 2008, should no longer be
relied upon.

In October 2008, QRCP's audit committee engaged a new independent
registered public accounting firm to audit the Company's
consolidated financial statements for 2008 and, in January 2009,
engaged them to reaudit the Company's consolidated financial
statements as of December 31, 2007, and 2006 and for the years
ended December 31, 2007, 2006, and 2005.

The restated consolidated financial statements included in the
Form 10-Q/A correct errors in a majority of the financial
statement line items in the previously issued consolidated
financial statements for all periods presented.  The most
significant errors consist of:

     -- The Transfers, which were not approved expenditures of
        QRCP, were not properly accounted for as losses.

     -- Hedge accounting was inappropriately applied for QRCP's
        commodity derivative instruments and the valuation of
        commodity derivative instruments was incorrectly computed.

     -- Certain general and administrative expenses unrelated to
        oil and gas production were inappropriately capitalized to
        oil and gas properties, and certain operating expenses
        were inappropriately capitalized to oil and gas properties
        being amortized.  These items resulted in errors in
        valuation of the full cost pool, oil and gas production
        expenses and general and administrative expenses.

     -- Invoices were not properly accrued resulting in the
        understatement of accounts payable and numerous other
        balance sheet and income statement accounts.

      -- Capitalized interest was not recorded on pipeline
        construction. As a result, pipeline assets and accumulated
        deficit were understated and interest expense was
        overstated in all periods presented.

     -- Errors were identified in stock-based compensation
        expense, including the use of incorrect grant dates,
        valuation errors, and incorrect vesting periods.

     -- As a result of previously discussed errors and an
        additional error related to the methods used in
        calculating depreciation, depletion and amortization,
        errors existed in the Company's depreciation, depletion
        and amortization expense and its accumulated depreciation,
        depletion and amortization.

     -- As a result of errors relating to oil and gas properties
        and hedge accounting and errors relating to the treatment
        of deferred taxes, errors existed in the Company's ceiling
        test calculations.

     -- Errors were identified in the calculation of outstanding
        shares in all periods as the Company inappropriately
        included restricted share grants in its calculation of
        issued shares when the restrictions lapsed, rather than
        the date at which the restricted shares were granted. This
        error did not affect net income, but did impact the
        Company's issued and outstanding share amounts as well as
        its weighted average share amounts.

QRCP also said the Oklahoma Department of Securities has filed a
lawsuit alleging:

     -- An additional theft of roughly $1.0 million by David
        Grose, the former chief financial officer of QRCP, and
        Brent Mueller, the former purchasing manager of QRCP.  The
        evidence indicates that the theft occurred in the third
        quarter of 2008, and therefore did not affect the periods
        covered by the report.

     -- A kickback scheme involving the former chief financial
        officer and the former purchasing manager, in which the
        former chief financial officer and the former purchasing
        manager received kickbacks totaling roughly $900,000 each
        from several related suppliers during the years ended
        December 31, 2007, and 2008.

QRCP said it experienced significant increased costs in the second
half of 2008 and continues to experience the increased costs in
the first half of 2009 due to, among other things:

     -- the necessary retention of numerous professionals,
        including consultants to perform the accounting and
        finance functions following the termination of the chief
        financial officer, independent legal counsel to conduct
        the internal investigation, investment bankers and
        financial advisors, and law firms to respond to the class
        action and derivative suits that have been filed against
        QRCP and its affiliates and to pursue the claims against
        the former employees;

     -- costs associated with amending the credit agreements of
        QRCP, Quest Energy and Quest Midstream;

     -- preparing the restated consolidated financial statements;
        and

     -- conducting the reaudits of the restated consolidated
        financial statements.

Quest Resource Corporation -- http://www.qrcp.net/
http://www.qelp.netand http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


RATHGIBSON INC: Outline & Summary of Pre-Negotiated Plan
--------------------------------------------------------
Debtors RathGibson, Inc., and subsidiary Greenville Tube Company
submitted to the U.S. Bankruptcy Court for the District of
Delaware a proposed Joint Chapter 11 Plan and accompanying
Disclosure Statement.

Debtor RGCH Holdings Corp., the parent company of RathGibson, and
RG Tube Holdings LLC, the ultimate parent, are not proponents of
the Plan.  The Plan will result in the deconsolidation of
RathGibson and Greenville from the RG Tube U.S. consolidated
group.

In anticipation of the commencement of the bankruptcy cases,
RathGibson and Greenville entered into a Plan Support Agreement,
dated as of July 13, 2009, with holders of in excess of 73% of its
11.25% Senior Notes due 2014.  Each consenting holder of Senior
Notes agreed (i) to support the Plan and, upon approval by the
Bankruptcy Court of a disclosure statement relating to the Plan,
to vote any claims it may have in the Bankruptcy Case to accept
the Plan; and (ii) not to take actions that would prevent or delay
the approval of the Plan, the related disclosure statement or the
implementation of the restructuring transactions contemplated by
the Plan.  The Plan Support Agreement obligates RathGibson and
Greenville to file the Plan and obligates them to take certain
actions to seek approval of the Plan.  The obligations of the
consenting holders, RathGibson and Greenville will terminate only
upon the occurrence of certain events described in the Plan
Support Agreement.

The Debtors anticipate that the Plan Effective Date will occur
prior to November 10, 2009.

                      Recovery Under the Plan

Pursuant to the Plan, RathGibson's existing indebtedness in
respect of Senior Notes Claims in Class 4 -- estimated at
$209.2 million -- and Senior Note Guaranty Claims in Class 8 will
be cancelled and exchanged for New Common Stock in Reorganized
RathGibson, subject to dilution.  The Plan provides a 7% recovery
for Senior Notes Claims and Senior Note Guaranty Claims.

The New Common Stock will not be registered with the SEC or any
state securities regulatory authority and will not trade on any
exchange, or otherwise be publicly traded.  Reorganized RathGibson
will retain its Interests in Greenville.

Holders of Allowed Prepetition Secured Credit Agreement Claims,
estimated at $53.35 million, will be paid in full in cash.
Holders of Allowed General Unsecured Claim against RathGibson --
estimated at $13.1 million -- and Allowed General Unsecured Claim
against Greenville -- estimated at $2.0 million -- will receive
payment in full in Cash.

Holders of Existing Rath Securities Laws Claims in Class 6,
Existing Rath Interests in Class 7 and Existing Greenville
Securities Laws Claims in Class 10 get nothing.

                     $60-Mil. Rights Offering

The Debtors intend to raise funds to satisfy certain payment
obligations under the Plan and the liquidity needs of the
Reorganized Debtors through the issuance, by Reorganized
RathGibson, of rights to acquire shares of New Common Stock
pursuant to the Rights Offering.  The Rights Offering is expected
to generate proceeds of up to $60 million.  The Debtors will enter
into agreements with certain consenting Noteholders to backstop
the Rights Offering and buy unsold shares.

The aggregate value of the New Common Stock is estimated at
$78.4 million based on the $105.0 million midpoint of the
estimated total enterprise value of the Reorganized Debtors, less
the estimated face amount of the Reorganized Debtors' net debt as
of the Effective Date of roughly $26.6 million.

The Debtors expect that an aggregate of 10,000,000 shares of New
Common Stock will be issued under the Plan.  Based on the
preceding estimate, immediately after the consummation of the
Plan, the ownership of Reorganized RathGibson will be:

                 Shares of
                 New Common Stock   Percent Ownership
                 ----------------   -----------------
   Class 4                               [___]%
                                         [___]%

   DIP Lenders                             7.5%
   Backstop Equity Investors            5% or 7.5%
                                       -----------
          Total                           100.0%

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

             http://ResearchArchives.com/t/s?3f58

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?3f57

A full-text copy of the Plan Support Agreement is available at no
charge at http://ResearchArchives.com/t/s?3f59

In addition, in connection with the commencement of the Bankruptcy
Case, the Debtors sought permission to use certain pre-petition
cash collateral and to obtain up to $80.0 million in secured post-
petition financing to continue to operate their businesses in the
ordinary course.  The DIP Facility would be pursuant to the terms
and conditions of a proposed Secured Super-Priority Debtor-in-
Possession Multiple Draw Term Loan Agreement, dated as of
July [__], 2009, by and among RathGibson, as Borrower, Greenville
and RGCH Corp., as guarantors, Wilmington Trust FSB as
Administrative Agent and the lenders.

A full-text copy of the DIP Credit Agreement is available at no
charge at http://ResearchArchives.com/t/s?3f5a

The DIP Credit Agreement identified these members and likely
members of the lending syndicate:

     * Wilmington Trust FSB, as Administrative Agent;
     * Wayzata Opportunities Fund, LLC, as Lender;
     * Wayzata Opportunities Fund II, L.P., as a Lender;
     * Managed Account Series: High Income Portfolio;
     * BlackRock Global Investment Series: Income Strategies
       Portfolio;
     * BlackRock Debt Strategies Fund, Inc.;
     * BlackRock Diversified Income Strategies Fund, Inc.;
     * BlackRock High Income Fund Of Blackrock Bond Fund, Inc.;
     * BlackRock Funds - High Yield Bond Portfolio;
     * BlackRock Senior High Income Fund, Inc.;
     * Boston Income Portfolio;
     * High Income Opportunities Portfolio;
     * Eaton Vance Collective Investment Trust for EBP
       Plans-High Yield Fund;
     * International Union of Operating Engineers of Eastern PA
       and Delaware;
     * TransAmerica Partners High Yield Bond Portfolio; and
     * The Regents of the University of California

                       About RathGibson Inc.

Based in Lincolnshire, Illinois, RathGibson Inc. --
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.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


RATHGIBSON INC: Removes 11.25% Notes Due 2014 From Registration
---------------------------------------------------------------
RathGibson, Inc., filed a Form 15 with the Securities and Exchange
Commission to terminate the registration of its 11.25% Senior
Notes due 2014.  There are 22 holders of record of the securities
as of July 14.

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.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


RF MONOLITHICS: Forbearance Expires July 31; May Seek Extension
---------------------------------------------------------------
RF Monolithics, Inc., discloses that during the third quarter
ended May 31, 2009, it took several steps to address its second-
quarter non-compliance with its credit agreement.

"First, we closed a mortgage on our Dallas facility to refinance
our term debt commitments that were due in coming quarters,
including using excess cash generated in the transaction to reduce
our revolving credit.  Next, we signed a forbearance agreement
that expires July 31, 2009 with our senior lender to address our
contractual defaults," RF Monolithics President and CEO David M.
Kirk says.

"Our operating results for the third quarter were in compliance
with our forbearance financial covenants and we also expect to
remain in compliance during the term of the forbearance period,"
he says.  "Lastly, the combination of improved operating results
and a reduction in inventory of $1.2 million allowed us to pay
down approximately $300,000 in bank debt, $500,000 in accounts
payable to our suppliers and $400,000 in accrued liabilities,
including severance pay resulting from this year's reduction-in-
force.  Total liabilities were reduced almost $1.3 million in the
quarter.  By the end of our forbearance period, we expect to agree
to an extension of the forbearance agreement or a typical credit
agreement for our next fiscal year."

RF Monolithics earlier this week reported sales for the third
quarter ended May 31, 2009, of $6.5 million, compared to sales of
$12.8 million for the third quarter of the prior year.  The
Company reported a net loss, calculated in accordance with
generally accepted accounting principles, of $1.98 million or
$0.20 per share compared to a GAAP net loss of $1.42 million or
$0.15 per share for the third quarter of the prior year.

The Company's sales during the first nine months of fiscal 2009
were $24.5 million compared to $42.3 million for the prior year's
first nine months.  For the nine months ended May 31, 2009, GAAP
net loss was $3.5 million or $0.35 per share compared to GAAP net
loss of $1.4 million or $0.14 per diluted share for the same
period of the prior year.

Mr. Kirk commented, "The global economic situation continued to
have a material effect on our performance in the third quarter.
However, sales did stabilize and were flat with our second
quarter.  Sales into the medical market remained strong and
represented 21% of our total sales.  The automotive business
recovered somewhat from our previous quarter, but will be a
challenge for the next several quarters.  The industrial markets
continued to remain softer than anticipated.  The diversity of the
markets our products serve has helped stabilize sales in these
challenging times.

"We did incur a large loss this quarter, of almost $2.0 million.
However, $1.5 million of it relates to our testing of impairments
for intangible assets, which is a non-cash charge and another
$0.1 million relates to other nonrecurring costs.  We believe our
ongoing cost reduction program has put us in position to achieve a
breakeven profit level at a $7.0 million to $7.5 million quarterly
sales level, which is only slightly more than our current sales.
The restructuring we did in December and the continuous controls
put in place have had a very positive effect on operating
expenses. Recurring operating expenses were significantly lower
than last quarter at $2.6 million.  We will be at this level or
lower until we see signs of an economic recovery.

"More importantly, we have already achieved a slightly positive
ongoing cash flow breakeven level as measured by Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA).  You will
notice we have changed from reporting non-GAAP income to reporting
EBITDA.  A schedule showing our EBITDA has been included with this
release.  While EBITDA is still a non-GAAP number, it has an
industry standard definition, which we will use to supplement the
way we communicate our results going forward.  In discussing our
plans and results with financial institutions, EBITDA is a measure
on which they place importance and with which they are readily
familiar.  In our third quarter we achieved positive EBITDA of
$84,000 which is a dramatic improvement over both the sequential
and comparable quarters.  EBITDA was a negative $439,000 in the
third quarter of our prior year and a negative $867,000 for our
second quarter of this year.  In contrast, our year to date GAAP
loss was $3.5 million while our EBITDA year to date is only
slightly negative at $148,000.  This results from our recognition
of a significant amount of non cash expenses.

"While the global economic climate is still distressed and order
visibility continues to be very limited, we are more comfortable
that the business is stabilizing.  Customer inventory levels
appear to have been significantly reduced in many parts of the
supply chain. We continue to work closely with our customers and
partners to capitalize on any and all reasonable opportunities.
With our current, lower cost structure we believe we can sustain
our business at current revenue levels and be positioned for
significant profitability whenever the economy truly recovers."

                       About RF Monolithics

RF Monolithics, Inc. -- http://www.RFM.com/-- headquartered in
Dallas, Texas, provides solutions-driven, technology-enabled
wireless connectivity for a broad range of wireless applications -
- from individual standard and custom components to modules for
comprehensive industrial wireless sensor networks and machine-to-
machine (M2M) technology.


SALT VERDE: Moody's Downgrades Rating on 2007 Gas Bonds to 'Ba3'
----------------------------------------------------------------
Moody's has downgraded the rating of Salt Verde Financial
Corporation, Subordinate Gas Revenue Bonds, Series 2007 to Ba3
from Ba1.  The downgrade results from the presence of a guaranteed
investment agreement provided by MBIA Inc. (Ba3) that is also
insured by MBIA Insurance Corporation (B3).  The rating of the
Senior Gas Revenue Bond, Series 2007 is currently A3 and is not
effected by the action on the subordinate bonds.

Pursuant to the restructuring of MBIA's portfolio of insurance
policies into MBIA Insurance Corp (B3) and National Public Finance
Guarantee Corp. (Baa1), MBIA has stated that all surety bonds
issued to support investment contracts provided by MBIA Insurance
Corp will remain at that entity and not be reinsured by National
Public Finance Guarantee Corp.  The GIC for this transaction is
issued by MBIA Inc. (Ba3) and there is a surety bond supporting
the GIC from MBIA Insurance Corporation (B3) which is available in
the event MBIA Inc. fails to pay under the GIC.  Therefore,
Moody's utilizes the higher of the two ratings (MBIA Inc. and MBIA
Insurance Corporation) in assessing the risks to the transaction
as a result of non-performance under the GIC.

The rating on the Subordinate Lien Bonds takes into account these
factors; (i) the credit quality of Citigroup Inc (A3) as guarantor
of the payments due under the Agreement for Purchase and Sale of
Natural Gas, (ii) the credit quality of Royal Bank of Canada (Aaa)
as provider of the commodity swap, (iii) the credit quality of
Salt River Agricultural Improvement & Power District, AZ (Aa1) as
the sole participant in the transaction, (iv) the credit quality
of American International Group, Inc. (A3/ P-1) as provider of a
guaranteed investment agreement for the debt service fund and (v)
the credit quality of MBIA Inc. (Ba3) as provider of a guaranteed
investment agreement for the Senior Lien Bond debt service reserve
fund.

If there is any loss or use of funds from the Senior Lien Bond
debt service reserve fund, there could be insufficient funds to
pay the Subordinate Lien bondholders.  Therefore the MBIA Inc. GIC
on the Senior Lien Bond debt service reserve fund is a rating
factor for the Subordinate Lien Bonds.

The rating on the Senior Lien Bonds takes into account these
factors; (i) the credit quality of Citigroup Inc (A3) as guarantor
of the payments due under the Agreement for Purchase and Sale of
Natural Gas, (ii) the credit quality of Royal Bank of Canada (Aaa)
as provider of the commodity swap, (iii) the credit quality of
Salt River Agricultural Improvement & Power District, AZ (Aa1) as
the sole participant in the transaction, and (iv) the credit
quality of American International Group, Inc. (A3/ P-1) as
provider of a guaranteed investment agreement for the debt service
fund.  The Senior Lien Bond debt service reserve fund is part cash
(invested in a GIC with MBIA Inc. (Ba3)) and part surety bond
provided by MBIA Insurance Corporation which is reinsured by
National Public Finance Guarantee Corp. (Baa1).  This debt service
reserve fund (including the GIC provider) is not a factor in the
rating of the Senior Lien Bonds since the debt service reserve
fund covers non-payment by the participant, Salt River
Agricultural Improvement & Power District, AZ which is rated Aa1.
Therefore, the Senior Lien Bonds current rating of A3 remains
unchanged.

The most recent rating action on the Subordinate Lien Bonds was on
February 20, 2009, when the rating was downgraded to Ba1.


SANTA FE CATTLE: Files for Bankruptcy Protection, Secures DIP Loan
------------------------------------------------------------------
Santa Fe Holding Company has voluntarily initiated proceedings
under Chapter 11 in U.S. Bankruptcy court in Nashville, Tennessee.

Santa Fe intends to use the reorganization process to strengthen
its financial position which will improve operating and financial
performance.  Additionally, the Company will undertake further
expense reduction plans to enhance productivity and provide
marketing support to expand its loyal customer base.

While 16 new stores built over the last two years have flourished,
several of the older units have under performed.  Three of those
units were closed on July 15.

According to CEO Danny York, "Santa Fe continues to be dedicated
to giving customers the freshest food in a friendly atmosphere.
The recent filing will allow us to reorganize our company and
emerge stronger than ever."

Mr. York added, "Our business decision was made in the best
interest of all of our dedicated employees and vendor partners
who, like us, believe in the success of this concept. This
decision not only protects the approximately 2,300 people we
employ, but the hundreds of local businesses they support as
consumers."

A DIP loan commitment has been secured and, subject to court
approval, will provide funds for operating expenses. Craig Silvey,
President of Integris Solutions, will play a key role in helping
the Company during the restructuring process.

The company has filed "First Day" motions seeking Bankruptcy Court
approval to conduct business as usual. The motions are intended to
allow the Company to continue paying employees and vendors during
the reorganization process.

                    About Santa Fe Holding Co.

Publicly traded Santa Fe Holding Company (PINKSHEETS: SFHD) --
http://www.santafecattle.com/-- of Brentwood, Tennessee, operates
Santa Fe Cattle Co., one of the nation's fastest growing casual
dining restaurant chains.  It owns 27 restaurants in 6 states and
1 franchise unit.  Founded in 1996, customers enjoy a blend of
aged, hand cut USDA Choice steaks, ribs, fajitas, Texas Hill
Country-influenced homemade sauces and dressings and other
favorites developed exclusively for the company. The unique
atmosphere creates a fun, family-oriented atmosphere with awesome
food and friendly service -- all at a reasonable price.


SANTA FE CATTLE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Santa Fe Holding Company, Inc.
        7109 Bakers Bridge Road
        Brentwood, TN 37027

Case No.: 09-07856

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Santa Fe Cattle Company, Inc.                      09-07857
NRG, LLC                                           09-07858
Tennessee Santa Fe, LLC                            09-07859
Santa Fe of Alabama, LLC                           09-07860
Southern Restaurant Group of Franklin, LLC         09-07861
Santa Fe of Tuscaloosa, Alabama, LLC               09-07862
Santa Fe of Gasden, Alabama, LLC                   09-07863
Santa Fe of Troy, Alabama, LLC                     09-07864
Santa Fe of Rome, Georgia, LLC                     09-07865
Santa Fe of Shelbyville, Indiana, LLC              09-07866
Santa Fe of Columbus, Mississippi, LLC             09-07867
Santa Fe of Ardmore, Oklahoma, LLC                 09-07868
Santa Fe of Broken Arrow, Oklahoma, LLC            09-07869
Santa Fe Cattle Company, Inc. (Tennessee Corp)     09-07870
Santa Fe of McComb, Mississippi, LLC               09-07871
Santa Fe of Enterprise, Alabama, LLC               09-07872
Santa Fe of Albertville, Alabama, LLC              09-07873
Santa Fe of Ada, Oklahoma, LLC                     09-07874
Santa Fe of Owens Crossroads, Alabama, LLC         09-07875
Santa Fe of Bixby, Oklahoma, LLC                   09-07876
Santa Fe of Lawton, Oklahoma, LLC                  09-07877
Santa Fe of Glenpool, Oklahoma, LLC                09-07878

Chapter 11 Petition Date: July 15, 2009

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

Judge: George C. Paine II

Debtor's Counsel: Tristan Manthey, Esq.
                  Heller Draper Hayden Patrick & Horn LLC
                  650 Poydras St, Suite 2500
                  New Orleans, La 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: tmanthey@hellerdraper.com

                  William H. Patrick III, Esq.
                  Heller Draper Hayden Patrick & Horn LLC
                  650 Poydras St, Suite 2500
                  New Orleans, La 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: wpatrick@hellerdraper.com

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

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

The petition was signed by Danny York, the company's CEO.

A. Santa Fe Holding Company Inc.'s List of 20 Largest Unsecured
Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Albertville Cattle Company                            $40,484

Auto Chlor - Consolidated Acct                        $78,642

Marc Barhonovich                                      $250,000

Beacon Development, LLC                               $49,627

Bixby Cattle Company                                  $47,570

Bluecross Blueshield Of Tenn                          $65,891

Lucius E. Burch III                                   $2,114,000
Burch Investment Group, LLC
102 Woodmont Blvd, Suite 320
Nashville, TN 37205

Design Manufacturing Group                            $328,799
1040 Marietta Industrial Drive
Marietta, GA 30062

First Bank                                            $63,429

Glenpool Cattle Company                               $56,880

Great Central - Deductible                            $143,786
Recovery

Insuror's Bank                                        $41, 693

Lamar                                                 $64,570

Main & Main Development Group                         $137,960

McComb Cattle Company                                 $53,300

Midland Loan Service                                  $123,560

North Jackson Bank                                    $61,917

Pfg Lester-Lebanon, Tn                                $868,406
401 Maddox Simpson Pkwy
Lebanon, TN 37090

Shawnee Mall, LLC                                     $81,623

Sysco                                                 $332,225
PO Box 1127
Norman, OK 73070


SHEARIN FAMILY: Plan Revised to Address Wachovia Objections
-----------------------------------------------------------
Debtor Shearin Family Investments, LlC has modified its proposed
Chapter 11 plan of reorganization to address objections by, and
set forth a settlement reached with, secured Creditor Wachovia
Bank, National Association.

On April 3, 2009, Wachovia Bank filed its objection to the Plan.
Since that time, Wachovia and the Debtor have reached an agreement
resolving the issues between them.

The Modified Plan provides for these changes:

   Class 7 - Wachovia Bank:

   (1) Description of Debt. On or about April 12, 2007, the Debtor
       entered into a promissory note with Wachovia in the
       original principal amount of $1,000,000.  These funds were
       used by the Debtor to acquire two parcels located at 1530
       and 1540 Salter Path Road comprising 1.54 acres which were
       formerly the site of a Dairy Queen restaurant (the "DQ
       Site").  The note is secured by a first priority deed of
       trust on the DQ Site.

   (2) Impairment. This class will be impaired.

   (3) Treatment.  This claim will be treated as a secured
       obligation of the Debtor in an amount equal to all
       outstanding principal and interest due under the Wachovia
       Note as of the petition date plus post-petition interest
       and fees allowed under 11 U.S.C. Sec. 506(c), all as set
       forth in Wachovia's amended proof of claim.  Wachovia will
       retain its first-priority lien on the DQ Site pursuant to
       Sec. 1129(b)(2)(A)(i)(I) of the Bankruptcy Code until the
       Wachovia Claim is paid in full. The Wachovia Claim shall be
       paid as follows:

        (a) The Debtor will have until the earlier of six months
            following confirmation of the Plan or December 31,
            2009 to sell the DQ Site in an amount sufficient to
            satisfy the Wachovia Claim in full;

        (b) The Wachovia Claim must be paid in full upon the
            earlier of the closing of the sale of the DQ Site or
            the Sale Deadline; and,

        (c) If the Wachovia Claim is not paid in full by
            December 31, 2009, if a trustee is appointed in these
            proceedings, if these proceedings are converted to a
            case under Chapter 7, if for any reason the Debtor has
            not filed the amended Plan of Reorganization by June
            1, 2009 or if it has not confirmed this Amended Plan
            by June 30, 2009, then the Debtor shall, at Wachovia's
            option:

              (i) Consent to relief from the automatic stay and/or
                  the confirmation injunction (as applicable) to
                  allow Wachovia to exercise its state law
                  remedies, including foreclosure on the DQ Site
                  as provided in the DQ Deed of Trust; or

             (ii) Offer the DQ Site for sale under the provisions
                  of Section 363 of the Bankruptcy Code, with
                  Wachovia retaining credit bidding rights up to
                  and including the full amount of the Wachovia
                  Claim.

Except as set forth, the Debtor will make no other payments to
Wachovia.  Until confirmation of the Modified Plan, interest shall
accrue on the unpaid principal balance of the Wachovia Note at the
contract (non-default) rate of interest.  After confirmation of
the Modified Plan until payment of the Wachovia Claim in full,
interest shall accrue on the unpaid principal balance of the
Wachovia Note at a rate equal to Wachovia's prime rate, as it
fluctuates from time to time, plus 1.0%.  The Debtor will keep all
property taxes current with respect to the DQ Site.

Shearin Family filed its Plan of Reorganization on February 11,
2009.  The Plan and Disclosure Statement were originally noticed
to creditors and other parties in interest on February 24, 2009,
and the Disclosure Statement was conditionally approved on
February 19, 2009.  On April 8, 2009, the Court issued an Order
allowing continuance of the confirmation hearing until a number of
contested issues affecting the Plan treatment of various Creditors
could be resolved.

The Debtors say there remain a number of unresolved contested
issues that will require further Plan modifications.

                           Original Plan

As reported by the Troubled Company Reporter, Shearin's February
11 Plan contemplates that construction of the Company's main
asset, the Nautical Club project, will be financed with
postpetition financing in the amount of $8,000,000 from RBC Real
Estate Finance.  This loan will be secured by a first priority
deed of trust on the Nautical Club property, and a junior deed of
trust on the Debtor's remaining real property.

General unsecured claims total $11,550,876.  The Debtor proposes
to pay the unsecured creditors 5% of the net proceeds, after the
payment of closing costs and RBC's release prices, from the sale
of Nautical Club condominium payments, up to a maximum of
$100,000.  Payments will be distributed pro rata to holders of
allowed general unsecured claims.

The Debtor will treat the claims of RBC, Wachovia, ECB, Southern
Bank, John Hamad, and Samer and Sumer Hamad as fully secured, with
payments to be made from proceeds of the sale of the Debtor's
property.

A portion of the claims of Centurion Construction will be paid
from RBC's post-petition financing, and the remainder will be
treated as a general unsecured claim.

The Debtor will pay the administrative costs in full within 10
days of the Plan's Effective Date or upon other mutually
acceptable terms as the parties may agree.  The claims remaining
unpaid 10 days following the Effective Date will accrue interest
at a rate of 8% p.a.

All ad valorem taxes will be paid over a period of five years, in
monthly installments, with interest at an annual rate of 5%,
beginning on the fifteenth days of the first full month following
the Plan's Effective Date.

Any and all priority taxes due and owing to the Internal Revenue
Service, N.C. Department of Revenue, or any other county or city
taxing authority shall be paid over a period of five years in
monthly installments with interest at an annual rate equal to the
statutory rate as of the Plan's Effective Date, currently five
percent (5%), beginning on the fifteenth day of the first full
month following the Effective Date.

The Debtor has assumed the executory contract with Summer Winds
Condominiums, Inc., for the construction of a joint wastewater
treatment plant.

The Debtors will also investigate and pursue avoidance actions
pursuant to Sections 547 and 548 of the Bankruptcy Code.  Any
funds collected through such actions will be distributed in
accordance with the priorities established by the Bankruptcy Code
and Orders of the Court.

The Plan segregates claims against the Debtor and treatment for
each class of claims into 11 classes:

   Class          Description                    Treatment
   -----          -----------                    ---------
     1       Administrative Costs                Impaired

     2       Ad Valorem Taxes                    Impaired

     3       Tax Claims                          Impaired

     4       RBC Real Estate Finance ("RBC")     Impaired

     5       East Carolina Bank ("ECB")          Impaired

     6       Southern Bank & Trust Company       Impaired

     7       Wachovia Bank                       Impaired

     8       Samer Hamad                         Impaired

     9       John Hamad                          Impaired

    10       Centurion                           Impaired

    11       General Unsecured Claims            Impaired

All creditors holding allowed claims are entitled to vote to
accept or reject the Plan of Reorganization.  In the event that
any class of creditors rejects the Plan, the Debtor intends to
seek confirmation under the "cramdown" provisions under
Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of the Debtor's Chapter 11 Plan of
Reorganization, dated Feb. 11, 2009, is available at:

     http://bankrupt.com/misc/ShearinFamilyChapter11Plan.pdf

A full-text copy of the Debtor's Disclosure Statement, dated
Feb. 11, 2009, in support of its Chapter 11 Plan of Reorganization
is available at:

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

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SHELLEY MELONE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Shelley D. Melone
        220 Pacific View Lane
        Encinitas, CA 92024

Bankruptcy Case No.: 09-10083

Chapter 11 Petition Date: July 14, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Joseph T. Melone, Esq.
                  Law Offices of Joseph T. Melone
                  2533 South Coast Highway 101, Suite 250
                  Cardiff by the Sea, CA 92007
                  Tel: (760) 633-4115
                  Fax: (760) 633-4111
                  Email: JTMLegal@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 Ms. Melone.


SIM FRYSON MOTOR: Case Summary & 20 Largest Unsecu Creditors
------------------------------------------------------------
Debtor: Sim Fryson Motor Company Inc.
           dba Giant Auto Group of Ashland
           dba Ashland Auto Group
           dba Sim Fryston Nissan
           dba Nissan of Ashland
           dba Sim Fryson Honda
           dba Honda of Ashland
        2565 Winchester Avenue
        Ashland, Ky 41101

Bankruptcy Case No.: 09-10415

Chapter 11 Petition Date: July 15, 2009

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

Debtor's Counsel: James H. Moore III, Esq.
            P.O. Box 1862
            Ashland, KY 41105-1862
            Tel: (606) 329-1974
            Email: jmoore@campbellwoods.com

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/kyeb09-10415.pdf

The petition was signed by Tom Scialpi, president of the Company.


SIMMONS CO: Unit Missed $7.9MM Interest Payment Due July 15
-----------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company, did not
make the scheduled interest payment of $7.9 million due on
July 15, 2009, on its $200.0 million 7.875% senior subordinated
notes.

Under the terms of Simmons Bedding's existing forbearance
agreement with the majority of the outstanding holders of the
Notes, the holders of a majority of the Notes have agreed to
refrain from exercising their rights and remedies under the Notes
with respect to such non-payment of interest.

Simmons said June 30, 2009, it had reached agreements with the
majorities of both its senior bank lenders and holders of its
$200.0 million 7.875% senior subordinated notes as required to
extend the forbearance periods from June 30, 2009 to August 14,
2009.  The extension under the senior bank lenders agreement is
subject to meeting certain conditions on or before July 31, 2009.

The Company's cash on hand as of July 14, 2009, was approximately
$62 million, which is available to pay operating costs and
expenses.  The Company continues normal day-to-day business
operations.

                   About Simmons Bedding Company

Atlanta-based Simmons Bedding Company -- http://www.simmons.com/-
- is one of the world's largest mattress manufacturers,
manufacturing and marketing a broad range of products including
Beautyrest(R), Beautyrest Black(R), Beautyrest Studio(TM),
BeautySleep(R), ComforPedic by Simmons(TM), Natural Care(R) and
Beautyrest Beginnings(TM). Simmons Bedding operates 19
conventional bedding manufacturing facilities and two juvenile
bedding manufacturing facilities across the United States, Canada
and Puerto Rico. Simmons Bedding also serves as a key supplier of
beds to many of the world's leading hotel groups and resort
properties.


SINCLAIR BROADCAST: Retains JPMorgan as Deal Manager
----------------------------------------------------
Robert J. Terry at St. Louis Business Journal reports that
Sinclair Broadcast Group, Inc., has retained JPMorgan as its deal
manager and CRT as its financial adviser.

As reported by the Troubled Company Reporter on July 14, 2009,
that Sinclair Broadcast Group, Inc., Sinclair Broadcast Group,
Inc., and its advisors, who were retained to assist the Company
with restructuring its debt, on July 8, 2009, met with certain
holders of its 3.0% and 4.875% Convertible Senior Notes, which
convertible notes may be put back to the Company in May 2010 and
January 2011, respectively, to discuss refinancing options with
respect to the convertible notes.  According to Sinclair
Broadcast, it might not be able to address the put options
exercisable in May 2010 and January 2011, related to its 3.0%
Notes and 4.875% Notes, respectively.  The Company said that
failure to refinance or retire notes on their respective put dates
could have a significant negative impact on the Company's
operating results, the value of its securities and its financial
condition, and could cause the Company to consider other
restructuring and deleveraging alternatives, including a voluntary
bankruptcy filling under Chapter 11 of the U.S. Bankruptcy Code.

Business Journal states that Sinclair Broadcast had $1.3 billion
in outstanding debt as of March 31.  The report says that the
holders of Sinclair Broadcast's 3% convertible senior notes and
4.875% senior subordinated notes may require the Company to
repurchase about $500 million of that debt in the next 18 months.

Business Journal relates that Sinclair Broadcast is already
preparing for possible restructuring through bankruptcy.

                     About Sinclair Broadcast

Based in Baltimore, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI)
-- http://www.sbgi.net/-- one of the largest and most diversified
television broadcasting companies, currently owns and operates,
programs or provides sales services to 58 television stations in
35 markets.  Sinclair's television group reaches approximately 22%
of U.S. television households and includes FOX, ABC, CBS, NBC, MNT
and CW affiliates.

As reported by the Troubled Company Reporter on July 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hunt Valley, Maryland-based TV broadcaster Sinclair
Broadcast Group Inc. to 'B-' from 'B+'.  At the same time,
S&P placed its ratings on Sinclair Broadcast on CreditWatch with
negative implications.

According to the TCR on June 18, 2009, Moody's Investors Service
downgraded Sinclair Broadcast Group, Inc.'s Corporate Family
Rating to B3 from B1, the Probability of Default Rating to Caa1
from B1, and the speculative grade liquidity rating to SGL-4 from
SGL-3.  Associated debt ratings were lowered as detailed below and
LGD assessments were updated to reflect the current debt mix and
the above average family recovery rate as currently forecast and
implied by the one notch differential between the CFR and PDR.
The rating outlook is negative.


SMART & FINAL: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Smart & Final Holdings
Corp.'s Corporate Family Rating to B3 from B2, its Probability of
Default Rating to B3 from B2, and took actions on the debt ratings
of Smart & Final and its subsidiaries.  The rating outlook is now
stable.

The changes in long term ratings reflect Moody's belief that Smart
& Final is unlikely to reduce its high leverage or improve its
relatively weak credit metrics in the current economic
environment.  The B3 CFR rating reflects the expectation that the
company will maintain adequate liquidity in the near term despite
its weak internal cash flow.  In addition, the rating reflects
Smart & Final's regional geographic scope, and the stresses of
competing in a troubled and competitive marketplace.  Also, the
ratings recognize the company's market niche of potentially
underserved customers and the potential for growth to resume in
its geographic markets.

The stable outlook reflects Moody's belief that Smart & Final has
adequate liquidity support to sustain its operations and planned
capital spending within a challenging environment, and that
revenue growth and credit metrics are expected to remain at levels
appropriate to the B3 rating.

These ratings have been downgraded:

Smart & Final Holdings Corp.:

* Corporate Family Rating to B3 from B2;

* Probability of Default Rating to B3 from B2;

* $140 million second lien term loan due 2014 to Caa2 (LGD5, 83%)
  from Caa1 (LGD5, 86%).

Smart & Final Stores Corp.:

* $150 million asset based revolving credit facility due 2013 to
  Ba2 (LGD2, 17%) from Ba1 (LGD2, 15%);

* $398 million (initial value) first lien term loan due 2014 to B3
  (LGD4, 50%) from B2 (LGD4, 52%).

The last rating action for Smart & Final occurred on October 27,
2008 when its ratings were affirmed and outlook changed to
negative.  In addition, the ratings on the asset-based lending
facility were upgraded to Ba1 from Ba3.

Smart & Final Holdings Corp, headquartered in Commerce,
California, operates 246 non-membership warehouse stores in the
western U.S. and Mexico serving households and commercial
foodservice customers, and 38 farmer's-market type stores in
California and Texas.  Revenues were about $2.8 billion for the
last twelve months ended March 26, 2009.


SPECTRA ENERGY: Moody's Downgrades Preferred Stock Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Spectra Energy
Corp and its subsidiaries Spectra Energy Capital (senior unsecured
to Baa2 from Baa1) and Texas Eastern Transmission L.P. (senior
unsecured to Baa1 from A3).  Spectra Energy Capital's Prime-2
commercial paper rating is affirmed.  Their rating outlooks are
stable.  These rating actions indicate the pressure from lower
commodity prices and a continuing capital program that is likely
to cause a sustained decline in Spectra's credit metrics.

"Some measure of commodity-price sensitivity is factored into
Spectra's ratings," says Moody's vice president Mihoko Manabe.
"However, at lower prices, combined with heavy capital spending
and dividend payouts, the weakness in Spectra's credit metrics
will likely be more than temporary."

Since Spectra's inception two years ago, Moody's ratings had been
based on Spectra sustaining sufficient credit metrics, including
EBIT/interest of at least 3 times and retained cash flow/debt of
8-9%.  The ratings accommodated these modest metrics temporarily
during the company's initial construction program, subject to its
financial performance improving after 2009 when some major
projects were completed.

Spectra will have spent $3 billion between 2007 and 2009, although
it curtailed growth capital this year due to the credit crisis.
The company currently plans to continue this pace of capital
investment beyond the initial projects, which would inhibit a
near-term improvement in its credit metrics.

Moody's noted that Spectra's financial performance over the past
two years had benefited from historically high oil and gas prices.
Spectra's ratios (last twelve months ended March 2009
EBIT/interest at 3.1 times, after Moody's standard adjustments)
reported to date do not yet fully reflect the effects of a much
lower commodity price environment.  If oil and gas prices persist
around current levels, the reduction in earnings and cash flow
could more than offset contributions from the company's new
facilities.

The downgrade of Texas Eastern's rating reflects Spectra's
downgrade.  These entities' ratings are closely linked as Texas
Eastern is a critical subsidiary and contributor to Spectra's
centralized money pool.  Texas Eastern also has no credit facility
of its own and relies on Spectra for any short-term liquidity
needs.

The last rating action with respect to Spectra was on January 8,
2007 when its ratings were upgraded.

Downgrades:

Issuer: Spectra Energy Capital, LLC

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Baa3 to
     (P)Baa2 from a range of (P)Baa2 to (P)Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
     from Baa1

Issuer: Spectra Energy Corp

  -- Preferred Stock Shelf, Downgraded to (P)Ba1 from (P)Baa3

Issuer: Texas Eastern Transmission L.P.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

  -- Senior Unsecured Shelf, Downgraded to (P)Baa1 from (P)A3

Headquartered in Houston, Texas, Spectra Energy Corp engages
primarily in natural gas transmission and distribution.


ST JOHN: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded St. John Knits International,
Inc.'s ratings, including its Corporate Family Rating to B3 and
Probability of Default Rating to Caa1.  The B2 ratings on the
company's secured bank credit facilities were confirmed.  The
ratings outlook is negative.  This concludes the review for
possible downgrade that began on January 22, 2009.

The downgrade and negative outlook reflect St. John's weakening
liquidity profile stemming from the March 2010 expiration of its
revolving credit facility and subsequent increases in scheduled
term loan amortization payments up to the March 2012 maturity.  In
addition, although Moody's expected St. John's operating
performance to deteriorate in fiscal 2009 due to the significant
decline in global consumer spending, particularly on luxury goods,
the company's earnings and credit metrics have been weaker-than-
expected due to a significant level of promotional activity in the
first quarter, partially offset by significant cost reductions.
Despite its weaker performance, the company's credit metrics are
expected to remain in line with the current rating over the near-
to intermediate-term.

Notwithstanding the refinancing risk, St. John's near term
liquidity continues to be supported by the expectation for
positive free cash flow, balance sheet cash, and access to its
$45 million revolving credit facility up to its March 2010
expiration.  Term loan amortization is set to begin in March 2010,
and will increase in June 2010 and 2011, eventually outpacing
projected free cash flow.

Should the company successfully refinance its obligations and
maintain operating performance and metrics within expectations,
the rating outlook could be revised to stable.  A downgrade could
stem from difficulty refinancing its revolver and term loan.

These ratings were downgraded:

  -- Corporate Family Rating to B3 from B2
  -- Probability of Default rating to Caa1 from B3

These ratings were confirmed:

  -- First lien revolving credit facility and term loan at B2 (LGD
     2, 29%)

The last rating action on St. John was on January 22, 2009, when
Moody's downgraded the company's CFR to B2 and placed all ratings
on review for possible further downgrade.

Based in Irvine, California, St. John Knits International, Inc.,
is a designer and manufacturer of luxury women's clothing under
the "St John Knits" brand.  The company supplies product to
leading high-end retailers and its exclusive chain of high street
retail stores.  Revenue for the LTM period ending May 3, 2009 was
about $315 million.


STANDARD MOTOR: Debt Redemption Cues Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.

Ratings withdrawn include the Corporate Family Rating at Caa1, and
$32 million convertible subordinated debentures due July 2009 at
Caa2.  The last rating action occurred on June 30, 2009, when its
CFR was upgraded to Caa1 from Caa2.

Standard Motor Products, headquartered in Long Island City, New
York, is a manufacturer and distributor of replacement parts for
the automotive aftermarket industry.


SYNCORA GUARANTEE: BCP Accepts All RMBS Tendered in Exchange Offer
------------------------------------------------------------------
The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and
for the account of the Distressed Opportunities Master Segregated
Portfolio, said yesterday in connection with the expiration of the
Fund's offer for 55 classes of residential mortgage backed
securities insured by Syncora Guarantee Inc., the Fund will accept
all RMBS tendered into and otherwise committed to the offer.

The offer expired on July 15, 2009, at 1:00 p.m.  All conditions
to the offer have been met (including the transactions
contemplated by the master transaction agreement entered into
between Syncora Guarantee and certain counterparties to its credit
default swaps and financial guarantee insurance policies) or
waived.  Settlement of the offer will occur promptly and is
expected to occur no later than five business days from July 15.

The offer by the Fund and any transactions with Syncora Guarantee
are being conducted only with qualified institutional buyers and
are exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended.  Any securities that may be issued
pursuant to such transactions have not been and, at the time of
the settlement of the transaction, will not be registered under
the Securities Act or any state securities laws.  The securities
may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the
registration requirements of the Securities Act and applicable
state securities laws.

                   About Syncora Guarantee Inc.

Syncora Guarantee Inc. -- http://www.syncora.com/-- is a wholly
owned subsidiary of Syncora Holdings Ltd.  Syncora Holdings Ltd.
is a Bermuda-domiciled holding company.

In April 2009, Standard & Poor's Ratings Services revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.  Standard & Poor's also revised
its counterparty credit rating on Syncora to 'D' from 'CC'.  An
insurer rated 'R' is under regulatory supervision because of its
financial condition.  The 'CC' counterparty credit, financial
strength, and financial enhancement ratings on Syncora Guarantee
U.K. Ltd. are unchanged because at this time, that company is not
subject to any regulatory orders that mandate the suspension of
claims payments.


TESTWELL INC: Court Sets Cash Collateral Hearing for July 21
------------------------------------------------------------
Hon. Robert D. Drain of the U.S. Bankruptcy Court Southern
District of New York authorized, on an interim basis, Testwell,
Inc. to:

   -- continue using cash collateral until July 20, 2009; and

   -- extend Harry Malinowski's retention as chief restructuring
      officer until July 20, 2009.

The Debtor is authorized to use TD Bank, N.A.'s cash collateral in
the amount of up to $62,000 to meet its necessary and required
operating expenses.

As adequate protection for the use of TD Bank's cash collateral,
the Debtor will pay to TD Bank 50% of its collections from
accounts receivable as received the period covered by the budget.
The adequate protection payments will be made on July 17, 2009.

As additional adequate protection, the Debtor will pay to TD Bank
100% of the collections from accounts receivable due from The New
York City School Construction Authority and The State of New York
Dormitory Authority, up to a maximum cap of $1,000,000, as may be
received by the Debtor prior to July 20, 2009.

The Debtor relates that Mr. Malinowski's retention will be
extended on an interim basis until July 20, 2009.

Mr. Malinowski is a managing director at Buccino & Associates,
Inc.'s New York office.

Buccino & Associates stated in a press release that Mr.
Malinowski, as CRO, is expected to direct and oversee all business
operations and  review and develop alternatives to maximize value
for all constituents.

A further hearing on the Cash Collateral Motion will be held on
July 21, 2009, at 10:00 a.m. before the undersigned United States
Bankruptcy Judge.

                        About Testwell, Inc.

Ossining, New York-based Testwell, Inc. aka Testwell Laboratories
operates testing laboratories.

The Company filed for Chapter 11 on May 13, 2009 (Bankr. Case No.
09-22796.)  Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin
LLP represents the Debtor in its restructuring efforts.  The
Debtor listed $10 million to $50 million in assets and $1 million
to $10 million in debts.


TEAM FINANCE: Moody's Gives Positive Outlook; Affirms 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Team
Finance LLC, a holding company and parent of Team Health, Inc., to
positive from stable. Moody's also upgraded the company's
Speculative Grade Liquidity Rating to SGL-1 from SGL-2.
Concurrently, Moody's affirmed the company's remaining ratings,
including the B2 Corporate Family and Probability of Default
Ratings.

The change in the rating outlook reflects the company's continued
progress in reducing financial leverage and improved cash flow
generation.  The outlook also incorporates Moody's expectation
that the company will continue to grow organically through the
expansion of existing contracts and entering new contracts, as
well as moderate sized acquisitions that should continue to
contribute to solid cash flow generation.

The upgrade of the Speculative Grade Liquidity Rating reflects
Moody's expectation that the company will maintain excellent
liquidity over the next four quarters.  Moody's expects that the
company will be able to easily fund all working capital and
capital spending needs through internally generated cash flow and
available cash balances.  Additionally, Moody's does not believe
the company will need to access its available revolver to fund its
operations over that period and should have more than ample
headroom in complying with covenant requirements.

The B2 Corporate Family Rating is supported by the company's
strong competitive position in a highly fragmented industry.  The
rating also benefits from stable free cash flow generation and
strong interest coverage.  However, the rating continues to
reflect the company's considerable financial leverage and risks
around reimbursement and self-pay exposure, which could increase
due to the prolonged economic downturn.

Following is a summary of Moody's actions.

Ratings upgraded:

  -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings affirmed/LGD assessments revised:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Senior secured revolving credit facility due 2011, B1 (LGD3,
     34%)

  -- Senior secured term loan due 2012, B1 (LGD3, 34%)

  -- Senior subordinated notes due 2013, to Caa1 (LGD5, 88%) from
     Caa1 (LGD5, 87%)

The rating outlook has been changed to positive from stable.

Moody's last rating action was on April 25, 2007 when all ratings
were affirmed.

Team Health, a subsidiary of Team Finance, based in Knoxville,
Tennessee, is a leading provider of physician staffing and
administrative services to hospitals and other healthcare
providers in the U.S.  For the twelve months ended March 31, 2009,
Team Health recognized net revenues after provision for doubtful
accounts of approximately $1.4 billion.


TESTWELL INC: Names Malinowski as Chief Restructuring Officer
-------------------------------------------------------------
Harry Malinowski, a Managing Director at Buccino & Associates,
Inc.'s New York office, has been named chief restructuring officer
of Testwell, Inc.

Mr. Malinowski, in his capacity as CRO will direct and oversee all
business operations and will review and develop alternatives to
maximize value for all constituents, Gerald P. Buccino, Chairman
and CEO of Buccino & Associates, said.

Founded in 1981, Buccino & Associates, Inc. --
http://www.buccinoassociates.com/-- provides clients
comprehensive advisory services designed to enhance cash flow and
position companies for long-term profitability.  Services include
strategic and financial assessment of business operations;
turnaround consulting; financial advisory services to lenders,
creditors and other economic stakeholders; crisis and interim
management; valuation; real estate; insolvency and reorganization
services; corporate restructuring; forensic analysis; litigation
support and expert testimony.  Buccino & Associates, Inc. has
offices in Chicago and New York.

                          About Testwell

Based in Ossining, New York, Testwell, Inc., operates testing
laboratories.  Testwell filed for bankruptcy on May 13, 2009
(Bankr. S.D.N.Y. Case No. 09-22796).  Judge Robert D. Drain
presides over the case.  Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP represents the Debtors.  The Debtor listed
assets ranging from $10 million to $50 million, and debts ranging
from $1 million to $10 million.


TIERRA DEL SOL: U.S. Trustee Asks Court for Trustee or Examiner
---------------------------------------------------------------
The United States Trustee for Region 21 asks the U.S. Bankruptcy
Court for the Middle District of Florida to appoint a chapter 11
trustee to oversee the affairs of Tierra Del Sol Resort, Inc. and
its affiliates.  In the alternative, the U.S. Trustee asks the
Court to appoint an examiner in the case.

Otherwise, the U.S. Trustee asks the Court convert the bankruptcy
case to a Chapter 7 liquidation proceeding.

The U.S. Trustee, according to NetDockets, argues that an
objective and disinterested trustee or at the very least an
examiner is necessary in the Debtors' cases because the Debtors
relinquished complete control of the estate on the Petition Date
to Simon Reynolds, a third party who was likely selected by
Malcolm Wright -- a former officer and director of the debtors (he
apparently resigned in January 2009 -- who will instruct counsel
for the Debtors as to what actions to take with regards to the
recovery of tens of millions of dollars misappropriated while Mr.
Wright was in charge.

The U.S. Trustee asserts that Mr. Reynolds does not constitute an
"independent corporate director" and the appointment of a chapter
11 trustee is necessary under Section 1104 of the Bankruptcy Code.

In its request, according to NetDockets, the U.S. Trustee related
that Tierra Del Sol Resort and its affiliates are wholly-owned
subsidiaries or sub-subsidiaries of non-debtor American Leisure
Holdings, Inc., which in turn is a subsidiary of American Leisure
Group, Limited, a British Virgin Islands corporation.  Mr. Wright
owns 54% of the equity interests in American Leisure Group.  The
sole officer and director of the debtor entities is Mr. Reynolds.

The U.S. Trustee related that both Mr. Wright and Mr. Reynolds
appeared at the section 341 meeting for the debtors, but the U.S.
Trustee alleged that "[Mr.] Wright responded to the majority of
the questions posed to the Debtors by creditors and counsel for
the UST" and "had significantly more knowledge than [Mr.] Reynolds
about the Debtors' pre-petition activities and affairs, including
their financial affairs and business operations."  The U.S.
Trustee said Mr. Reynolds testified at the 341 meeting that he had
known Mr. Wright for approximately 10 years and only "came on
board as the sole officer of the Debtors on the Petition Date."

Based on Mr. Reynolds' statement, the U.S. Trustee asserts that
Mr. Wright continues to be the person in control of the Debtors
despite having resigned from his formal roles in January.

According to the U.S. Trustee, NetDockets notes, the Debtors have
suffered from gross mismanagement at the hands of Mr. Wright and
others:

   -- At the 341 meeting, according to the U.S. Trustee, Mr.
      Wright testified that "the Debtors had approximately 515
      contracts for the sale of the Units for which purchasers
      tendered to the Debtors in excess of $32 million in
      deposits."  However, and despite an obligation under Florida
      law that they retain restricted deposits in an amount of at
      least 10% of the total deposits, the Debtors' schedules of
      assets and liabilities filed with the bankruptcy court
      reflect less than $1.25 million of the deposits remain in
      possession of the Debtors.

   -- The general contractor for the project was Resorts
      Construction, LLC -- an entity which is indirectly 50% owned
      by Mr. Wright and his affiliates.  At the 341 meeting,
      Mr. Wright testified that Resorts Construction overbilled
      the Debtors by approximately $20 million beginning in the
      summer of 2007.  In addition, he testified that the Debtors
      paid Resorts Construction $9 million for construction
      materials that they never received.  He allegedly testified
      that the Debtors had advanced Resorts Construction the funds
      for the purchase of the construction materials, something
      that he acknowledged "was not a common practice."

   -- The Debtors have a $60 million officer and director
      liability insurance policy, which is not effective against
      current officers and directors.  The Debtors' attorneys
      reported at the 341 meeting that the Debtors have claims
      under the insurance policy.  That the lack of coverage for
      current officers and directors is the reason that the
      Debtors' directors were changed in January 2009.

   -- Mr. Reynolds testified at the 341 meeting that the Debtors
      prepaid commissions to brokers for the sale of the townhouse
      and condominium units in an amount greater than $12.5
      million.  However, the Debtors have failed to actually close
      the sale of any of the units.

Orlando, Florida-based Tierra Del Sol Resort Inc. and its
affiliates,fdba Sunstone Golf Resort Inc., are or were engaged in
the development of a new resort community development in the
vicinity of Walt Disney World in Orlando, Florida.  The resort
community was planned to include "1,821 planned town homes and
condominiums, a clubhouse, water recreation complex, restaurants
and other resort amenities."

The Company and its affiliates filed for Chapter 11 on May 27,
2009 (Bankr. M. D. Fla. Lead Case No. 09-07266).  R. Scott Shuker,
Esq., at Latham Shuker Eden & Beaudine LLP represents the Debtors
in their restructuring efforts.  The Debtors listed $100,000,001
to $500,000,000 in assets and $100,000,001 to $500,000,000 in
debts.


TIMOTHY RALSTON: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Timothy Richard Ralston
        3512 NW Skyline
        Portland, OR 97229

Case No.: 09-35576

Chapter 11 Petition Date: July 15, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Steven R. Scharfstein, Esq.
                  4248 Galewood St
                  Lake Oswego, OR 97035
                  Tel: (503) 675-4300
                  Email: steve@moorelawgrouppc.com

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

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

The petition was signed by Mr. Ralston.

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Liberty Bank                   Stipulated Judgement   $13,500,000
355 Goodpasture Island Road
Suite 200
Eugene, OR 97401

Columbia Credit Union          Promissory Note        $5,146,022
703 Broadway
PO Box 324
Vancouver, WA 98666

Avatar Financial Group, LLC    Unconditional Guaranty $5,037,138
100 Wall Street
Seattle, WA 98121

22 Hoyt Street                 Pending Trial          $2,403,720
                               and Judgement

Columbia Credit Union          Promissory Note        $3,710,026
703 Broadway
PO Box 324
Vancouver, WA 98666

Washington Mutual              Loan                   $1,404,363

Columbia Credit Union          Promissory Note        $622,570
703 Broadway
PO Box 324
Vancouver, WA 98666

Interstate Sheet Metal         Construction Lien.     $247,143
                               Trial and              plus costs
                               Judgement              attorney
                                                      fees

Anchor Bank                    Promissory Note and    $113,000
                               Guaranty. Pending      plus costs
                               Trial and Judgement    and attorney
                                                      fees

LRS Architects                 Pending Trial and      $174,807
                               Judgement

ACTA Limited Partnership       Pending Trial and      $75,000
                               Judgement

Cardno WRG, Inc.               Personal Guaranty      $50,000 plus
                               Settlement             9% per annum
                                                      monthly
                                                      installments
                                                      of $2,284

Liberty Bank                   Settlement             $50,000,
                                                      deed in lieu
                                                      of original
                                                      debt


TOYS R US: Faces Lawsuit on Price Fixing & Conspiracy
-----------------------------------------------------
Joseph Pereira at The Wall Street Journal reports that a unit of
Toys "R" Us Inc. and five manufacturers are being sued for
allegedly conspiring to fix prices on a variety of baby goods.

Prices on more than $500 million in baby products sold by Babies
"R" Us between 2001 and 2006 were controlled by minimum pricing
agreements, WSJ says, citing Elizabeth Fegan, the attorney for the
complainants who are seeking an unspecified amount in compensatory
and punitive damages.  The plaintiffs claimed that Babies "R" Us
accounted for 10% to 50% of the manufacturers' U.S. Sales, WSJ
states.

According to WSJ, Toys "R" Us and the five manufacturers sought to
have the case dismissed, partly relying on a 2007 U.S. Supreme
Court ruling that minimum-pricing agreements between manufacturers
and retailers were no longer inherently illegal, as they had been
treated judicially for decades.

WSJ relates that U.S. District Court Judge Anita Brody granted
class-action status to the lawsuit.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

At May 2, 2009, the Company had $8,303,000,000 in total assets;
$2,144,000,000 in current liabilities, $5,646,000,000 in long-term
debt, $72,000,000 in deferred taxes, $265,000,000 in deferred
rent, and $367,000,000 of Other non-current liabilities;
$297,000,000 in Toys "R" Us, Inc. stockholders' deficit, and
$106,000,000 in Noncontrolling interest; and Total stockholders'
deficit of $191,000,000.


TOUSA INC: Bondholders Warned Against Transeastern Bailout
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
heard testimony where Tousa Inc. was warned in advance by
bondholders that taking down new loans to bail out and refinance a
joint venture in a home builder named Transeastern Properties Inc.
would make the operating subsidiaries insolvent, Bloomberg's Bill
Rochelle said.  The Company sent the bondholders' letter to the
prospective lenders, and afterwards, the lenders required a
solvency opinion, the report said, citing testimony on June 15,
the third day of the trial.

The second day dealt with the opinion from AlixPartners LLP
concluding that Tousa would be solvent after pledging the assets
of operating subsidiaries.  The fee for the solvency opinion was
$2 million, Mr. Rochelle said.

The trial on the official committee of unsecured creditors of
Tousa Inc.'s adversary proceeding against prepetition lenders
began July 13, 2009.

The Creditors Committee, in its lawsuit filed before the U.S.
Bankruptcy Court for the Southern District of Florida, claims that
Tousa's operating subsidiaries were required to guarantee and
pledge their assets for an $800 million loan that gave them no
benefit.  As a result, the Committee wants to knock out the
security interests granted to the lenders.

Tousa filed a revised Chapter 11 plan in April 2009 designed to
permit the company to emerge from bankruptcy before the lawsuit
concludes. The trial will decide how much, if anything, unsecured
creditors recover in the bankruptcy.

As reported by the Troubled Company Reporter on July 9, 2009,
Bankruptcy Court, at the behest of Tousa, has dismissed the third
party complaints brought by Citicorp North America, Inc., as
administrative agent for the first lien term loan lenders, and
Wells Fargo Bank, N.A., as administrative agent for the second
lien term loan lenders against Tousa.

Under their Third-Party Complaint, Citicorp and Wells Fargo
allege that if the Official Committee of Unsecured Creditors
establishes its allegations that the Conveying Subsidiaries were
insolvent on July 31, 2007, then the Debtors would have
materially breached their obligations under the First and Second
Lien Term Loan Credit Agreements.

Judge John K. Olson, in his opinion dismissing the Third-Party
Complaint, noted that the Committee never contends that Tousa and
all of its subsidiaries together were made insolvent -- the
Committee only contends that the operating subsidiaries were made
insolvent.  Judge Olson said that the solvency guarantee given by
Tousa only says that the companies are solvent on a consolidated
basis.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRICOM SA: Disclosure Statement OK'd, Plan Hearing Set for Aug. 12
------------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved a disclosure statement
describing the first modified second amended prepackaged joint
Chapter 11 plan of reorganization filed by Tricom SA and its
debtor affiliates on July 8, 2009.

A hearing is set for August 12, 2009, at 2:00 p.m., to consider
confirmation of the amended prepackaged plan.  Objections, if any,
are due August 5, 2009, by 4:00 p.m.

Deadline for creditors to vote whether to accept or reject the
plan is on August 7, 2009.

In connection with the plan, upon the effective date of the plan,
the holders of the Credit Suisse Existing Secured Claims will
receive pro rata shares of the Credit Suisse New Secured Debt to
be issued by Tricom in the aggregate principal amount of
$25,529,781, with the loan to be guaranteed by Tricom USA, and
TCN, in exchange for all of the Credit Suisse Existing Secured
Claims.

Moreover, holders of Unsecured Financial Claims will receive their
pro rata share of 10 million shares of Holding Company Stock to be
issued by Holding Company, a new entity to be formed that will
own at a minimum approximately 97% of the equity of Tricom and,
directly or indirectly, approximately 97% of the equity of TCN
and Tricom USA, in exchange for all of their Unsecured Financial
Claims.  GE Existing Secured Claims, Non-Lender Secured Claims
and General Unsecured Claims will be unimpaired.  Holders of
Statutorily Subordinated Claims will not receive distributions on
account of their Claims and Existing Tricom Equity Interests will
be reduced to a de minimis amount with a de minimis value through
dilution.

All of the Debtors' secured and general unsecured creditors are
expected to recover 100%, and unsecured financial creditors are
expected to get between 22% and 27, under the plan.

According to the Troubled Company Reporter on July 14, 2009, the
Debtors were able to reach a settlement with Banco Leon to reduce
original claims of $166 million down to $42.5 million, to be
consummated in connection with the Plan and treated as unsecured
financial claims, BankruptcyData.com relates.  The Debtors were
also able to reach a settlement with Bancredito Panama to reduce
claims of $92 million down to $29 million.

The Debtors believe the Bancredit Cayman claims of roughly
$149 million are unsubstantiated and are the subject of a lengthy
dispute, BankruptcyData.com notes.

Consequently, the Debtors expect to have no obligation to pay
these claims.  With respect to the settlement of the claims
asserted against the Debtors by Banco Leon and Bancredito Panama
and various payments made during the Chapter 11 Cases, the
approximate aggregate amount of the allowed unsecured financial
claims treated under the Plan is $695.3 million inclusive of
principal and interest, calculated by reference to the applicable
contract or non-default rates of interest.  In addition, the
Debtors' secured debt obligations under the Plan total
approximately $30.1 million, BankruptcyData.com relates.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3f51

A full-text copy of the Debtors' amended plan is available for
free at http://ResearchArchives.com/t/s?3f53

                      About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.  Tricom USA
originates, transports and terminates international long-distance
traffic using switching stations and other telecommunications
equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on February 29, 2008 (Bankr. S.D.N.Y. Case No.
08-10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors' filed
for protection from their creditors, they listed total assets of
US$327,600,000 and total debts of US$764,600,000.

                             *   *   *

According to the Troubled Company Reporter on June 30, 2009, the
Court extended the Debtors' exclusive period to solicit and obtain
acceptances of their first amended prepackaged joint plan of
reorganization, as amended, until August 31, 2009.


TRIPLE PLAY CONCEPTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Triple Play Concepts, LLC
        103 Carnegie Center, Suite 309
        Princeton, NJ 08540

Bankruptcy Case No.: 09-28328

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Triple Play Franchises, LLC                        09-28330
Concepts Properties, LLC                           09-28335
Franchises Properties, LLC                         09-28338

Chapter 11 Petition Date: July 15, 2009

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

Debtor's Counsel: Carol L. Knowlton, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500
                  Email: cknowlton@teichgroh.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/njb09-28328.pdf

The petition was signed by Harold Cromwell, managing member of the
Company.


WATERFRONT HOTEL VENTURES: Case Summary 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Waterfront Hotel Ventures, LLC
        40800 Woodward Ave.
        Bloomfield Hills, MI 48304

Bankruptcy Case No.: 09-61957

Chapter 11 Petition Date: July 15, 2009

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

Judge: Steven W. Rhodes

Debtor's Counsel: Morris B. Lefkowitz, Esq.
                  24100 Southfield Rd., Suite 203
                  Southfield, MI 48075
                  Tel: (248) 559-0180
                  Email: morris.lefkowitz@yahoo.com

Total Assets: $250,000

Total Debts: $5,269,165

A list of the Company's 4 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mieb09-61957.pdf

The petition was signed by Remo Poselli, president of the Company.


VERASUN ENERGY: Court Extends Plan Deadline to July 31
------------------------------------------------------
At the  behest of VeraSun Energy Corp. and its affiliates, Judge
Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended:

  (i) until July 31, 2009, the exclusive periods within which
      VeraSun Energy Corporation and its debtor affiliates may
      file a plan of reorganization; and

(ii) until September 30, 2009, the exclusive periods within
      which the Debtors may solicit acceptances for that plan.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that the Debtors are entering the
final stages of their Chapter 11 cases and as a result, the
Debtors' prepetition lenders have reduced their secured claims
against the Debtors by millions of dollars.

The Debtors are now working to resolve the remaining issues in
their Chapter 11 Cases, including finalizing the liquidation and
monetization of remaining assets and various claims, and
developing and filing a Plan, Mr. Chehi tells the Court.

The brief extensions will not prejudice the legitimate interests
of any party-in-interest in the Chapter 11 Cases but, rather, the
extensions will further the Debtors' efforts to preserve,
maximize and create value for the creditors and increase the
likelihood of an orderly conclusion to the Chapter 11 Cases,
Mr. Chehi says.

The extension of the Exclusive Periods is without prejudice to
the right of the Debtors to seek further extensions or the right
of any party in interest to seek to reduce the Exclusive Periods
for cause.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Court OKs Sale of ASA Albion, Bloomingburg Assets
-----------------------------------------------------------------
VeraSun Energy Corp. and its affiliates conducted an auction
whereby Valero Renewable Fuels Company LLC and WestLB AG agreed to
purchase substantially all of the assets of ASA Albion LLC, ASA
Bloomingburg LLC and ASA Linden LLC.

The Banrkuptcy Court subsequently held a hearing to approve the
sale of the ASA Assets.  During the hearing, Judge Shannon asked
the Debtors to revise the proposed form of orders.  The Debtors
subsequently submitted revised proposed form of orders containing
the requested revisions.  The Court then approved the revised
proposed orders authorizing the Debtors to sell the ASA Assets.

Full-text copies of the Sale Orders are available for free at:

  * http://bankrupt.com/misc/VerSASAOrd.pdf
  * http://bankrupt.com/misc/ASAAlbORD.pdf

Full-text copies of the executed Asset Purchase Agreements
between the Debtors and the Buyers are available for free at:

  * http://bankrupt.com/misc/ASAAPA.pdf
  * http://bankrupt.com/misc/ASAAlbAPA.pdf

Aux Sable Liquid Products, White County, Indiana,
ICM, Inc., and Northwestern Corporation, withdrew their
objections to the Debtors' proposed cure amounts for the
contracts the Debtors intend to assume pursuant to the sale of
substantially all of the Debtors' assets.

The Debtors assumed and assigned additional contracts to AgStar
Financial Service PCA.  A schedule of those Contracts is
available for free at http://bankrupt.com/misc/AddACons.pdf

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital and
other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Gets Nod to Hire AP Services for Wind-Down
----------------------------------------------------------
VeraSun Energy Corp. and its affiliates sought and obtained
authority from the Bankruptcy Court to modify their retention of
AP Services LLC to let AP Services assist them in the wind down of
their estates.

Barry Folse, a managing director at APS will lead the APS
engagement through the wind down process.  Mr. Folse is a senior
member of the APS Case Management Services practice and has
assisted other debtors in liquidating and winding down their
estates including Genuity, Cable & Wireless, Fleming Companies,
and Sabratek.

To further streamline APS engagement, four APS professionals
previously dedicated to supporting the Debtors' operations and
sale process will transition off from the Debtors' engagement, or
dramatically reduce their roles; while three APS professionals
specializing in the wind down of Chapter 11 estates including
claims administration and other matters will remain on the
engagement.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that James J. Bonsall, a managing
member at APS, resigned from his role as chief restructuring
officer and senior vice president of the Debtors on May 7, 2009.

As the Debtors' chief restructuring officer and senior vice
president, Mr. Bonsall presided over the stabilization and
disposition of the Debtors' operating facilities through the
fast-track sales process completed in May 2009.  Mr. Bonsall
resigned after his services are no longer needed by the Debtors.

                  APS Submits Staffing Reports

APS submitted with the Court staffing reports for March and May
2009.  Full-text copies of the Reports are available for free at:

           http://bankrupt.com/misc/May09StaffRep.pdf
           http://bankrupt.com/misc/Mar09StaffRep.pdf


                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Seeks to Hire Schrader as Real Estate Agent
-----------------------------------------------------------
Pursuant to Sections 105 and 327(a) of the Bankruptcy Code,
VeraSun Energy Corp. and its units ask the Bankruptcy Court for
authority to employ Schrader Real Estate & Auction Co., Inc., as
special real estate agent and auctioneer for these pieces of real
property:

  (a) approximately 380 acres of property in Granite City
      Township, Madison County, Illinois;

  (b) approximately 486 acres of property in South Litchfield
      Township, Montgomery County, Illinois; and

  (c) approximately 733 acres of property in Danville Township,
      Vermillion County, Illinois.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that the Sites are among the few
remaining assets the Debtors own with substantial value and the
Debtors are committed to selling the Sites as high as possible to
generate as much revenue as possible for their estates and
creditors.

As real estate agent and auctioneer, Schrader will:

  (a) market the Sites, including media advertising,
      photography, sales-related public relations, production of
      collateral materials and mailings;

  (b) identify and procure potential purchasers to participate
      in an Auction of the Sites;

  (c) conduct the Auction of the Sites; and

  (d) assist the Successful Bidders of the Auction in closing
      the sale of the Sites.

Schrader intends to collaborate with Westchester Auctions LLC.
Westchester will handle some of the tasks associated with
marketing and selling the Sites.  Among other things, Westchester
will (i) provide a sale manager that will assist in marketing at
least one of the Sites; (ii) provide a mailing list of buyers for
large Midwest acreage like the Sites; (iii) include the
announcement of the Auction in its company newsletter distributed
nationally and internationally; (iv) present the Sites to
prospective buyers; and (v) provide personnel at the Auction to
secure bids from registered buyers.  In exchange for these
services, Schrader will share approximately 30% of the
compensation it receives with Westchester.

Mr. Chehi tells the Court that the Debtors will not be entering
into a separate agreement with Westchester.  Nevertheless, he
submits that Westchester is qualified to assist Schrader in
marketing and selling the Sites, and is a disinterested person,
pursuant to a declaration made by Kent V. Prince, a member of
Westchester.

The Debtors will pay Schrader with a commission, which will
consist of a 3% buyer's premium to be added to the bid price and
purchase contract and collected from the buyer at closing.  In
addition, the Debtors will pay the marketing and sale room
expenses, estimated to be $67,300, incurred in connection with
the sale of the Sites.  Pursuant to the Contract, the Debtors
will pay $67,300 to Schrader within 15 days of executing the
Contract, and any excess or shortage of prepaid marketing
expenses will be adjusted upon closing of the Sites.

Given the transactional nature of Schrader's engagement, Schrader
will not be billing the Debtors by the hour and will not be
keeping records of time spent for professional services rendered
in the Chapter 11 Cases.  Schrader will, however, be keeping
descriptions of the services that were rendered pursuant to its
engagement.

Because Schrader's compensation is based on specified fees
without regard to hours worked, the Debtors submit that there is
no need for Schrader to comply with the monthly and interim fee
application requirements.  The Debtors ask that Schrader be paid
its compensation at the times set forth in the Contract.

Schrader has no agreement with any other entity -- other than
Westchester -- to share any compensation received, nor will any
be made, except as permitted under Section 504(b)(1) of the
Bankruptcy Code, Mr. Chehi notes.

Rex Schrader, president of Schrader, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Seeks to Recover $3.6 Million Utility Deposits
--------------------------------------------------------------
Prepetition, VeraSun Energy Corp. and its affiliates obtained
utility services from more than 70 providers.  On average, prior
to the Petition Date, the Debtors spent approximately $3.6 million
each month on Utility Services.

The Court has prohibited Utility Providers from altering or
refusing service to the Debtors on account of the Chapter 11
cases.  The Court also compelled the Debtors to deposit
$3,640,000 into a segregated account as adequate assurance of
payment.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that during the pendency of the
Chapter 11 cases, the Debtors have not had to remit any funds to
any of the Utility Providers out of the Account.  Since the sale
of substantially all of their assets, the Debtors are no longer
paying for Utility Services, he tells the Court.

Mr. Chehi asserts that there is, therefore, no longer any need to
provide adequate assurance of payment to the Utility Providers.

Accordingly, the Debtors sought and, after receiving no
objections, obtained authority from the Court to recover their
utility deposits.

The funds recovered from the Account will increase the resources
available to the Debtors' estate to pay other claims, according
to Mr. Chehi.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid
$72 million for the Albert City facility and $55 million for the
Albion facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WCI COMMUNITES: Chinese Claimants Balk at Reorganization Plan
-------------------------------------------------------------
Thirty-six individuals known as the Chinese drywall claimants
object before the U.S. Bankruptcy Court for the District of
Delaware that the real estate developer failed to adequately
describe the risks a new WCI Communities Inc. might face from
homeowners filing claims over the defective building material,
adding to the list of parties challenging the Debtor's latest
reorganization plan, according to Law360.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 2, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management LLC and WCI 2009 Asset
Holding LLC filed separate Chapter 11 petitions (Case No. from 09-
12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel. Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WEBBER POWERCORDS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Webber Powercords, LLC
           dba Webber Electronics, Inc.
           dba Powercords, Ltd.
        3511 Wedgewood Lane, Suite 125
        Lady Lake, FL 32162

Bankruptcy Case No.: 09-10048

Chapter 11 Petition Date: July 15, 2009

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

Debtor's Counsel: Lawrence M. Kosto, Esq.
            Kosto & Rotella PA
            Post Office Box 113
            Orlando, FL 32802
            Tel: (407) 425-3456
            Fax: (407) 423-9002
            Email: lkosto@kostoandrotella.com

Total Assets: $794,932

Total Debts: $1,245,163

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/flmb09-10048.pdf

The petition was signed by Rick Webber, managing member of the
Company.


WINDSTAR PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Windstar Properties, LLC
        P.O. Box 759
        Hardy, VA 24101

Case No.: 09-71794

Chapter 11 Petition Date: July 15, 2009

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

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  Magee Foster Goldstein & Sayers
                  PO BOX 404
                  ROANOKE, VA 24003
                  Tel: (540) 343-9800
                  Email: agoldstein@mfgs.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 W. Cronk, the company's managing
member.

Debtor's List of 2 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Osterhoudt Prillaman Natt, PLC                        $14,595
Valley Accounting                                     $3,600


YOUNG BROADCASTING: Cancels Auction of 10 Television Stations
-------------------------------------------------------------
Sonnenschein Nath & Rosenthal, Young Broadcasting, Inc.'s
bankruptcy counsel, has filed in the U.S. Bankruptcy Court for the
Southern District of New York a cancellation order for the July 14
auction of its 10 television stations, San Jose Business Journal
reports.

Business Journal relates that bids for the stations were due on
July 10.  Business Journal notes that the decision likely means
that there wasn't enough interest in acquiring the stations, or
that prices offered weren't high enough.

No buyer was under contract before sale protocol was approved by
the Bankruptcy Court.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV - Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009, (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YRC WORLDWIDE: JPMorgan Facility Amended to Extend Revolver
-----------------------------------------------------------
YRC Worldwide Inc. and certain of its subsidiaries on July 14,
2009, entered into Amendment No. 8 to the Credit Agreement, which
amends the Credit Agreement, dated as of August 17, 2007, among
the Company, certain of its subsidiaries, JPMorgan Chase Bank,
National Association, as agent, and the other lenders that are
parties thereto.

The Credit Agreement continues to provide the Company with a
$950 million senior revolving credit facility, including sublimits
available for borrowings under certain foreign currencies and for
letters of credit, and a senior term loan in an aggregate
outstanding principal amount of approximately $111.5 million.

Pursuant to the terms of the Credit Agreement Amendment, the date
upon which the revolving commitments would be permanently reduced
by an amount equal to the then current revolver reserve amount was
amended to 12:00 a.m., August 1, 2009.  The revolver reserve
amount is an amount equal to 50 percent of the total net cash
proceeds from any real estate asset sale occurring between
January 1, 2009, and July 31, 2009 (other than (i) the sale and
lease back transaction with NATMI Truck Terminals, LLC and (ii)
the sale of real estate subject to a first lien security interest
for the benefit of Central States, Southeast and Southwest Areas
Pension Fund and such other pension funds a party to the
Contribution Deferral Agreement, dated as of June 17, 2009, among
such funds, certain subsidiaries of the Company and Wilmington
Trust Company, as agent).  The total amount of the revolver
reserve amount may not exceed $150 million.

Until August 1, 2009, the Company may only borrow funds or request
the issuance of letters of credit from the revolver reserve amount
under the Credit Agreement with the approval of lenders with at
least two-thirds of the aggregate revolving loan and term loan
exposure and unused commitments.  However, the Company may
continue to borrow funds and request the issuance of letters of
credit under the Credit Agreement -- excluding the revolver
reserve amount --without lender approval to the extent that the
Company's Permitted Investments -- as defined in the Credit
Agreement -- are less than $150 million.

The Company plans to release financial results for the second
quarter of 2009 on Thursday, July 30, 2009.

                        About YRC Worldwide

YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- a
Fortune 500 company and one of the largest transportation service
providers in the world, is the holding company for a portfolio of
brands including YRC, YRC Reimer, YRC Logistics, New Penn,
Holland, Reddaway and YRC Glen Moore.  Headquartered in Overland
Park, Kansas, YRC Worldwide employs roughly 49,000 people.

At March 31, 2009, about 70% of the Company's labor force is
subject to collective bargaining agreements, which predominantly
expire in 2013.  At March 31, 2009, the Company had $3,674,725,000
in total assets and $3,467,190,000 in total liabilities.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.

On July 14, TCR reported S&P continues to see near-term risks to
YRC, including a further constrained liquidity position and
increased customer attrition.


YRC WORLDWIDE: Seeks to Suspend Pension Payments Until Dec. 2010
----------------------------------------------------------------
YRC Worldwide Inc. on July 14, 2009, unveiled details of a
proposed modification to the National Master Freight Agreement,
effective April 1, 2008 through March 31, 2013, between each of
YRC Inc., USF Holland Inc. and New Penn Motor Express, Inc., and
certain classes of their employees -- including drivers,
dockworkers and others -- represented by the International
Brotherhood of Teamsters.

The Revised Plan amends and restates in its entirety the prior
modification to the NMFA that became effective January 9, 2009.
Among other things, the obligation of YRC Inc., USF and New Penn
Motor Express to contribute to the Pension Funds covered by the
NMFA will cease effective July 1, 2009, through December 31, 2010.
During the Non-Permanent Pension Contribution Termination Period,
each Employer may terminate its participation in the multi-
employer pension funds in which it participates.  The termination
will result in the cessation of any accruals of benefits for the
months in the Non-Permanent Pension Contribution Termination
Period.  The Employers will not be required to provide
contributions to the Funds for the Non-Permanent Pension
Contribution Termination Period.

At the end of the Non-Permanent Pension Contribution Termination
Period, each Employer will resume its participation in those Funds
by resuming pension contributions.  The parties agree that on this
basis, the Employers intend to continue their participation in
each Fund.  To the extent consent is necessary, TNFINC and each
Employer consent to actions by Fund trustees to reduce pension
accruals to zero during the Non-Permanent Pension Contribution
Termination Period. TNFINC and each Employer agree to use their
reasonable best efforts to encourage the trustees of each Fund to
enter into a reasonably acceptable Non-Permanent Pension
Contribution Termination Period Agreement, which will avoid any
debt or accumulated pension obligations of the Employers.

The obligation of the Employers to contribute to the Funds will
resume effective January 1, 2011, or earlier if the Employers
satisfy certain financial benchmarks.  The resumption of the
Employers' obligation to contribute to the Funds will be at rates,
terms and conditions approved by the Funds.

The modifications would create an approximate $45 million per
month savings, which begins immediately upon ratification, and
grows to an approximate $50 million per month savings in 2010.  In
exchange, the Teamsters employees would receive options for 20
percent of the outstanding shares of YRC Worldwide stock, pending
shareholder approval.  This will allow them to further share in
future company performance through stock price appreciation.  YRC
Worldwide also will appoint an additional member to its board of
directors who is mutually agreed upon by the company and the
negotiating committee.

"This is another step in our ongoing strategic plan to restore the
financial strength of our company," said Bill Zollars, Chairman,
President and CEO of YRC Worldwide.  "Modifications to the labor
agreement will help us reduce our cost structure, preserve
operating capital and increase our competitiveness." In addition,
YRC Worldwide is continuing discussions to address the structural
inequities of multi-employer pension plans to determine a long-
term solution.  Mr. Zollars said, "We continue to have ongoing,
productive dialogues with all our stakeholders, including the
bondholders and pension funds."

Last year, non-union employees of YRC Worldwide began contributing
to cost structure reductions at the same or a greater percentage
of their total compensation as union employees.  This includes
modifications to the non-union pension, retirement and other
benefit programs in addition to salary and wage reductions.
"During this severe economic recession, I am gratified by the
continued partnership, professionalism and commitment of our union
and non-union employees to make personal sacrifices to achieve
long-term success for our company and our customers," said Mr.
Zollars.

YRC Worldwide said its employees represented by Teamsters will
soon vote on modifying the company's current labor agreement.

A full-text copy of the Amended and Restated Memorandum of
Understanding on the Job Security Plan, dated July 9, 2009, among
the International Brotherhood of Teamsters, YRC Inc., USF Holland
Inc. and New Penn Motor Express, Inc., is available at no charge
at http://ResearchArchives.com/t/s?3f4c

                        About YRC Worldwide

YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- a
Fortune 500 company and one of the largest transportation service
providers in the world, is the holding company for a portfolio of
brands including YRC, YRC Reimer, YRC Logistics, New Penn,
Holland, Reddaway and YRC Glen Moore.  Headquartered in Overland
Park, Kansas, YRC Worldwide employs roughly 49,000 people.

At March 31, 2009, about 70% of the Company's labor force is
subject to collective bargaining agreements, which predominantly
expire in 2013.  At March 31, 2009, the Company had $3,674,725,000
in total assets and $3,467,190,000 in total liabilities.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.

On July 14, TCR reported S&P continues to see near-term risks to
YRC, including a further constrained liquidity position and
increased customer attrition.


* Auto Task Force Leader to Address Suppliers at Industry Confab
----------------------------------------------------------------
Governments are playing a critical role in the restructuring of
the global automotive industry.  In the United States, President
Obama's Automotive Task Force has presided over the successful
emergence of General Motors and Chrysler from bankruptcy, and has
provided critical assistance to automotive finance and supplier
firms.

Ron Bloom, who recently assumed the leadership of the Presidential
Task Force on the Automotive Industry, will join the speaker
lineup at the industry's traditional summer gathering, the CAR
Management Briefing Seminars August 4-7 in Traverse City, Mich.

The seminars, sponsored by the Center for Automotive Research in
Ann Arbor, offer several sessions focused on critical global
automotive strategies, including "The Beneficent Hand?  The New
Role of Government in the Global Auto Industry." Bloom will
address this August 5 session, along with Linda Hasenfratz, Chief
Executive Officer, Linamar Corp. and Chairperson, Original
Equipment Suppliers Association (OESA); Rod Lache, Director, North
America Equity Research, Deutsche Bank Securities Inc.; Ken
Lewenza, National President, Canadian Auto Workers; and Dave
McCurdy, President & CEO, Alliance of Automobile Manufacturers.

"Government and other stakeholders are offering a very rare second
chance to this vital sector of the U.S. economy," said Dr. Sean
McAlinden, CAR's executive vice president of research and chair of
the session.  "In this session, we will hear firsthand from key
players in the government-led restructuring, some of whom are now
charged with protecting the public's investment in GM, Chrysler
and GMAC."

Additional speakers at the Automotive sessions August 5-6 include:
Lewis Booth, Chief Financial Officer, Ford Motor Co.; Larry
Dominique, Vice President of Product Planning, Nissan North
America Inc.; John Hoffecker, Managing Director, AlixPartners LLP;
Samir Salman, CEO, NAFTA Region, Continental North America; and
Tom Stephens, Vice Chairman, Global Product Development, General
Motors.  The newly named president of Toyota Motor Corp., Akio
Toyoda, has been invited to provide the keynote address at the
Wednesday morning, August 5, session, chaired by David Cole,
chairman of CAR.

The CAR Management Briefing Seminars have been an automotive
industry tradition for more than 40 years and attract attendees
from auto manufacturers, suppliers, the government, academia and
the media who participate in targeted sessions, senior-level
executive panels and highly valued networking opportunities.

In addition to the special strategic sessions, other sessions
during the week focus on manufacturing, sustainability in an era
of climate change and related policies, the evolving role of
innovation, and the growing development and impact of the
connected vehicle.  A Friday, August 7, session will look at the
changing financial environment given low sales, bankruptcies,
availability of financing and the U.S. government's role as
lender.

The 9th Advanced Powertrain Forum, sponsored by the Michigan
Economic Development Corporation, also takes place August 7 and
will address both policy and technology issues in the evolving
area of powertrains.

An up-to-date listing of speakers and sessions is available on
CAR's Web site: mbs.cargroup.org.  For more information regarding
MBS or to register, contact the Center for Automotive Research at
(734) 662-1287 or visit the Web site.  Media representatives may
attend at no charge.

The Center for Automotive Research's mission --
http://www.cargroup.org-- is to conduct research on significant
issues related to the future direction of the global automotive
industry, as well as organize and conduct forums of value to the
automotive community.


* Lear, Opus West Are Top Bankruptcy Filers Since Mid-June
----------------------------------------------------------
Billion-dollar chapter 11 filings were a rarity the past 30 days
ended July 15.  In fact only two companies filed for bankruptcy
with assets exceeding $1 billion:

   -- real estate developer Opus West Corp., which reported
      $1,275,334,000 in total assets and $1,462,328,000 in debts
      as of May 31; and

   -- car parts maker Lear Corp., which reported $1,270,800,000 in
      total assets and $4,536,000,000 in total debts.

In contrast, during the 30-day period ended June 15, seven
companies with assets exceeding $1 billion, filed for bankruptcy,
led by automaker General Motors and amusement park operator Six
Flags.  During the 30-day period ended May 15, six companies with
assets exceeding $1 billion sought bankruptcy protection, led by
Chrysler LLC, the U.S.'s third largest auto manufacturer, mall
owner General Growth Properties, mortgage lender Thornburg
Mortgage, and wheels maker Hayes Lemmerz.

                                                 Total      Total
                      Petition  Bankruptcy      Assets      Debts
    Company             Date    Court        ($ in MM)  ($ in MM)
    -------           --------  ----------   ---------  ---------
  AbitibiBowater      04/16/09  Delaware        $9,900     $8,700
  General Growth      04/16/09  Manhattan      $29,500    $27,200
  Source Interlink    04/27/09  Delaware        $2,400     $1,900
  Chrysler LLC        04/30/09  Manhattan      $39,300    $55,200
  Thornburg Mortgage  05/01/09  Maryland       $24,400    $24,700
  Hayes Lemmerz       05/11/09  Delaware        $1,300     $1,400
  ION Media           05/19/09  Manhattan       $1,855     $1,936
  Visteon             05/28/09  Delaware        $4,577     $5,324
  General Motors      06/01/09  Manhattan      $82,290   $172,810
  Fontainebleau       06/09/09  S. Florida   More Than  More than
     Las Vegas                                   $1 Bil.    $1 Bil.
  Crescent Resources  06/10/09  W. Texas     More Than  More than
                                                 $1 Bil.    $1 Bil.
  Six Flags           06/13/09  Delaware        $2,907     $3,432
  Extended Stay       06/15/09  Manhattan       $7,100     $7,600
  Opus West Corp.     07/06/09  N. Texas        $1,275     $1,462
  Lear Corp           07/07/09  Manhattan       $1,271     $4,536

Lehman Brothers Holding Corp. remains the biggest corporate bust
in history.  Lehman, which filed in 2008, had $639,000,000,000 in
total assets and $613,000,000,000 in total debts at that time of
its filing.

General Motors is the biggest bankruptcy of the year, thus far.

Of the 15 mega cases filed since April 15, five cases went to
Delaware and six cases went to Southern District of New York in
Manhattan.

                          Opus West Corporation

Opus West Corporation is a full-service real estate development
firm that focuses on acquiring, constructing, operating, managing,
leasing or disposing of real estate development projects primarily
located in the western United States.

According to Bill Rochelle at Bloomberg News, the Company was in
default on most of the $1.15 billion in loans that it's guaranteed
for affiliates.  The Company was unable to restructure or
recapitalize without bankruptcy court protection.  The Company's
projects are in California, Arizona and Texas.  Revenue in fiscal
2008 was more than $405 million for the group.

The Debtors are seeking to auction off various real properties in
Arizona and Texas, as well as their interests in special purpose
entities owning 45 properties located in Texas, California, and
Arizona.  The Debtors are looking at an August 26 auction
schedule.

Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  Franklin Skierski Lovall
Hayward, LLP, is co-counsel to the Debtors.  Pronske & Patel, P.C.
is conflicts counsel.  Chatham Financial Corp. is financial
advisor.  BMC Group is the Company's claims and notice agent.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced Chapter 7 liquidation proceedings on July 1 in Delaware.
Opus South Corp., a Florida condominium developer based in
Atlanta, filed a Chapter 11 petition April 22 in Delaware.

                               Lear Corp.

On July 1, Lear Corp. said it had reached an agreement in
principle regarding a consensual debt restructuring with steering
committees representing its secured lenders and its bondholders.
At that time, the plan had the support of a majority of the
members of a steering committee of the Company's secured lenders
and a steering committee of bondholders acting on behalf of an ad
hoc group of bondholders.  Since then, the Company secured support
from additional secured lenders and bondholders and entered into
agreements supporting the restructuring plan with approximately
68% in principal amount of its secured lenders and more than 50%
in principal amount of its bondholders.

To implement the restructuring, Lear and certain of its U.S. and
Canadian subsidiaries filed for Chapter 11 bankruptcy before the
U.S. Bankruptcy Court for the Southern District of New York.
Lear's subsidiaries outside the U.S. and Canada are not part of
the Chapter 11 filings.

Under the proposed restructuring plan, Lear's trade creditors will
be paid in full subject to certain limited exceptions.

Bob Rossiter, Lear's Chairman, Chief Executive Officer and
President, said Lear intends to proceed on an expedited basis and
expect to submit the plan to the Bankruptcy Court within 60 days.

The Company has a $500 million DIP financing facility in place
from a syndicate of secured lenders, led by J.P. Morgan and
Citigroup.  The DIP agreement includes provisions that, subject to
certain conditions, provide for exit financing upon Lear's
emergence from Chapter 11.

Lear's legal advisors are Kirkland & Ellis LLP and Winston &
Strawn LLP; its restructuring advisor is Alvarez & Marsal; and its
financial advisor is Miller Buckfire & Co.

Law firm Simpson Thacher & Bartlett LLP is representing JP Morgan
as administrative agent for Lear Corp.'s senior secured lenders,
including pre-petition credit agreement lenders, DIP lenders and
exit/emergence lenders.  The Simpson Thacher team includes
bankruptcy partner Ken Ziman and financial services partner JT
Knight.

                             Notable Filers

During the past 30 days, there was a rise in bankruptcy filings
among companies with assets between $100 million and $500 million.
There were 16 filers the past 30 days compared to 10 during the
30-day period ended June 15.  The 16 filers are:

    -- Building Materials Holding Corporation, one of the largest
       providers of building materials and residential
       construction services in the United States.

    -- Eddie Bauer Holdings, Inc., a specialty retailer that sells
       outerwear, apparel and accessories for the active outdoor
       lifestyle.

    -- MIG, Inc., fka Metromedia International Group, Inc., a
       Charlotte, North Carolina-based company that owns interests
       in several communications businesses in the country of
       Georgia.

    -- Provident Royalties LLC, which owns working interests in
       oil and gas properties primarily in Oklahoma.

    -- First Republic Group Realty, LLC, which owns 11 shopping
       malls in Georgia, North Carolina, Virginia and Alabama.

    -- Sea Launch Company LLC, a satellite-launch services
       provider that offers commercial space launch capabilities
       from the Baikonur Space Center in Kazakhstan.  Its owners
       include Boeing Co., RSC Energia, and Aker ASA.

    -- UTGR Inc., an operator of the Twin River racetrack-casino
       in Lincoln, Rhode Island.

    -- Grede Foundries, Inc., a Reedsburg, Wisconsin-based
       producer of ductile iron, grey iron and specialty metal
       parts.  It serves the automotive, heavy truck, off-highway,
       diesel engine and industrial markets and is one of the
       largest cast-iron foundry companies in the United States.

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

    -- Proliance International, Inc., a global manufacturer and
       distributor of aftermarket heat transfer and temperature
       control products for automotive and heavy-duty applications
       serving North America, Central America and Europe.

    -- Phoenix Kingdom II, LLC, which owns five in Phoenix,
       Glendale and Scottsdale, Ariz, with a total of 2,419
       apartment units.

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

    -- Mount Holly Partners, LLC, a real estate developer based in
       Utah

    -- Aurora Oil & Gas Corporation, a Traverse City, Michigan-
       based energy company that is focused on unconventional
       natural gas exploration, acquisition, development and
       production, with its primary operations in the Antrim Shale
       of Michigan, the New Albany Shale of Indiana and Kentucky.

    -- Basha's Inc., a 77-year-old grocery chain in Arizona.

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


* Real Estate Experts Say Foreclosures Will Continue to Rise
------------------------------------------------------------
According to the real estate experts at ForeclosureDeals.com,
foreclosed properties will continue to dominate the real estate
marketplace in many regions.

Recent reports have been released that support this prediction.
For example, in Utah's Washington County, the region's foreclosure
rate remains higher than the national average.  According to a
recent report by First American CoreLogic, the region witnessed
3,747 foreclosure filings from June 2008 to May 2009, with an
average of 10.27 foreclosures each day.

South Florida is another region that has been hard hit.  In the
last six months, lenders have filed more than 52,000 foreclosures
and it's expected that by the time the year is over there will be
more than 100,000 foreclosures filed in the tri-county area,
according to a new report from Condo Vulture, LLC.

This same report elaborated that foreclosure filings are growing
at a pace of nearly 2,200 per week, while the number of resale
properties on the market in South Florida is falling at around 900
per week.

"Now, while the rising foreclosure rate is bad news for sellers,
it's good news for homebuyers," James Foxx, Business Analyst at
ForeclosureDeals.com says.  "The rising foreclosure rate in this
country has no doubt given rise to millions of foreclosure homes
that are now available for sale at rock-bottom prices. Real estate
investors as well as first-time home buyers can now buy properties
priced at well below market value."

Commercial foreclosures are also on the rise.  The Dallas Business
Journal reports that commercial foreclosures jumped 12 percent in
the first seven months of 2009 compared to 2008.  In New Jersey,
foreclosed commercial properties also continued to soar.  When the
second quarter of 2009 was compared to 2008, the numbers had
tripled.

Nationwide, retail space is the biggest commercial property sector
of concern, with more than $31 billion in property considered
distressed, according to Real Capital Analytics, a New York-based
commercial real estate analysis company.

On the Net: http://www.ForeclosureDeals.com/


* Troubled Pittsburgh Economy Doing Better than Most
----------------------------------------------------
While the Pittsburgh region has certainly been hit hard by the
recession, new data released July 15 indicates that the economic
news in Pittsburgh is better in many ways than that from other
parts of the country.

Unemployment, bankruptcy and housing prices are grim throughout
much of the U.S., while in the Pittsburgh area those key economic
indicators are holding their own against national trends, and
giving Pittsburghers a broader context with which to assess the
state of the region's economy.

The new data, compiled by the Pittsburgh Regional Indicator
Project, provides a mid-year assessment of the region's economy
compared with that of other benchmark cities across the country.
They show that while the Pittsburgh regional economy is certainly
in serious decline, much of the economic data here are actually
somewhat better than most parts of the country.

For example, the unemployment rate in May was 7.3 percent, as
reported by the U.S. Bureau of Labor Statistics.  No benchmark
region had a lower rate.  Baltimore, Boston, Denver and
Minneapolis were the only cities to have a rate under 8.0 percent
in May.  The rate in Detroit was 14.9 percent, with Charlotte at
12 percent and Cleveland 10 percent.

Preliminary unemployment figures for May totaled 89,757, an
increase of 6,676 from the previous month. Since the first of the
year regional unemployment totals have been as follows: January,
88,819; February, 91,634; March, 91,288; and April 83,081.  The
last time Pittsburgh unemployment was this high was in February,
1994 when it was 91,877.  However, despite these gloomy job
numbers, only three benchmark regions, Richmond, Milwaukee and
Indianapolis had fewer unemployed people in May than did
Pittsburgh.

Home prices are another promising sign in the Pittsburgh market.
Every three months, the Federal Housing Finance Agency updates a
12-month housing appreciation index, using average price changes
in repeat sales and refinancings.  Based on this data, housing
values in the Pittsburgh region were up 1.08 percent for the
period ending March 31, the highest increase of any benchmark
region.  Only Charlotte and Denver also saw positive value changes
in the past year.  On the opposite end of the spectrum, several
cities saw steep declines, including Detroit, -11.47 percent,
Baltimore, -6.44 percent and Minneapolis, -4.92 percent.

Still other positive news continues to be the relatively low cost
of living in the Pittsburgh region compared with other parts of
the country.  Only St. Louis, Cincinnati and Indianapolis claimed
lower costs of living among the benchmark regions in the quarter
ending March 31, when the numbers were compiled for all of 2008.
Pittsburgh also falls well below the national average in cost of
living.

Finally, bankruptcies in Pittsburgh in the first quarter of 2009
totaled 3,359.  Only two regions, Philadelphia and Charlotte saw
fewer.  Last year, Pittsburgh bankruptcies totaled 12,874 and the
numbers for the two preceding years, 2006 and 2005 were 12,271 and
12,083.  In each of the last three years, Pittsburgh's relative
position has steadily improved in this particular indicator, going
from 11th, to 9th, and then 5th fewest bankruptcies of benchmark
regions.

"These indicators are particularly timely," said John G. Craig,
Jr., president of the Pittsburgh Regional Indicators Project.
"Pittsburgh is experiencing economic decline along a broad front,
as measured by other indicators in our database. But with only a
few exceptions, this region's economic performance has been
stronger than most of the benchmark regions we compare with."

A complete presentation of all regional indicators, along with
insights and analysis from a number of respected community leaders
is available at http://www.pittsburghtoday.org/

          About the Pittsburgh Regional Indicator Project

The Pittsburgh Regional Indicator Project is a four-year-old
initiative that was created to measure and compare the performance
of political, business, civic and social metrics against those of
other metropolitan regions in the United States.  Sponsored by the
University of Pittsburgh and Carnegie Mellon University and
supported entirely by private foundation funding, the data in ten
different topic areas are organized and maintained with the advice
of Pittsburgh residents with special expertise in the subjects
involved.

The project was organized in coordination with
http://www.stateoftheusa.org/a national program nurtured in the
National Academies in Washington, D.C.  It expects to begin
publishing national data this fall to help people and
organizations answer vital questions about their communities, as
well as to give all the nation a report card on the nature of life
in the United States.  Pittsburghtoday.org is also a member of the
Community Indicators Consortium, a national association of state
and municipal indicator initiatives.


* BOOK REVIEW: Distressed Investment Banking - To the Abyss and
               Back
---------------------------------------------------------------
Author: Henry T. Owsley and Peter S. Kaufman
Publisher: Beard Books
Hardcover: 231 pages
List Price: $74.95
by Henry Berry

The authors head a consulting firm that they named the The Gordian
Group.  That name was chosen to imply that, like Alexander the
Great cutting through the Gordian knot of myth, their consulting
group can cut through the problems facing distressed companies.
Owsley and Kaufman accomplish this by contacting the various
stakeholders and investigating all relevant factors of the
problems facing a distressed company.  With this broad-ranging
approach, Owsley and Kaufman identify and isolate crucial problems
and provide experienced, practicable guidance for resolving them.
Or as the authors put it, "We seek not merely to unravel thorny
financial 'knots' . . . we seek to slice through them."

In this case, the name of the group is not just an inspired
marketing image.  As the text of the book and examples from the
firm's work with clients evidence, they have developed an approach
that deals with the knottiest of problems facing distressed
companies and do so to the satisfaction of a range of
stakeholders.  The premise of this approach is that "conflicts of
interest are intolerable, and that large investment banks cannot
help but have conflicts of interest when working in the distressed
patch."

As anyone familiar with this field knows, buying and selling a
distressed company commonly leaves big winners and big losers.
Certain groups, often top executives and the investment group
purchasing a distressed company, profit from the sale.  Other
groups, often stockholders and employees, lose out.  Of course,
avoiding or absolving conflicts of interest in the interest of
fairness to stakeholders at all levels and in all quarters is not
only desirable to allow a pending sale of a distressed company to
progress smoothly, but is also required by law.  However, as the
lopsided results of many sales demonstrate, equitable results do
not happen often.  The object of this book is to provide advice
and lessons to ensure that equitable results do happen more often
than not.

Owsley and Kaufman realize that, when it comes to resolving
problems with distressed companies, there is "no silver bullet
solution [to be] found that makes everyone wealthy and happy and
whole."  The situations of distressed companies have, in most
cases, been years in the making, often exacerbated by a corporate
culture that is "more likely to fiddle while a lot of other
people's money burns."  The key to increasing and insuring fairer
outcomes of distressed situations is communication with all
stakeholders.  This communication not only gets the varied
stakeholders involved in the process of dealing with the
distressed situation, but also brings their respective concerns,
ideas, resources, expectations, and hopes into the open so that no
one group such as top executives or an investment group can take
over the process for its exclusive ends.

What is unique about Owsley's and Kaufman's book is that it moves
the crux of considerations and related activities regarding
distressed corporations from the technicalities of financial
issues to the rightful interests of a network of stakeholders.
This does not mean that resolving disagreements will be any
different than they might be otherwise; nor will the amount of
cash involved in a distressed situation be different.  However,
the authors do offer invaluable advice on how to abet the process
by recognizing the necessity of an equitable distribution of the
sacrifices in distressed situations.

Principles of the Gordian Group consulting firm for distressed
companies, Henry Owsley and Peter Kaufman have been active in
varied parts of this business field for many years.  They are
authors of numerous books.



                           *********

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 **