TCR_Public/090720.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 20, 2009, Vol. 13, No. 199

                            Headlines


750 JEFFERSON: Court Converts Case to Chapter 7 Liquidation
87-10 51ST: Wants The Law Firm of Douglas Tabachnik as Counsel
87-10 51ST: U.S. Trustee Sets Meeting of Creditors for August 17
ACCREDITED HOME: Reaches $22 Mil. Settlement Shareholders
ACTUANT CORP: S&P Changes Outlook on 'BB' Rating to Stable

AMACORE GROUP: Has Written Pact With Vicis on Preferred Stock Sale
AMACORE GROUP: To Make $1,150,000 Settlement Payment to AmeriPlan
AMERICAN HOME: Sees Chapter 11 Emergence in August
AMR CORP: Files Prospectuses for Offering of Various Securities
AMR CORP: June 30 Balance Sheet Upside-Down by $3 Billion

AMR CORP: Registers 4MM Shares to Be Offered Under Incentive Plan
ANDERSON HOMES: Wants Plan Filing Period Extended to September 13
APPLIED SOLAR: Amends Quercus Loan; Bankruptcy Filing Still On
ATHLETIC CLUBS: Files to Ch 11 Bankr. to Stop Foreclosure
AVIS BUDGET: Bank Debt Trades at 20% Off in Secondary Market

AXM PHARMA: Baozhong Zhang Resigns as Director
BAHSAS' INC: Bankruptcy May Stop Opening of Estrella Grocery Store
BANKFIRST SIOUX FALLS: Closed; Alerus Assumes Deposits
BASIN WATER: Case Summary & 20 Largest Unsecured Creditors
BAYOU GROUP: 2nd Cir. Says Adviser Can't Be Sued for Fraud

BEGINNERS INN: Case Summary & 15 Largest Unsecured Creditors
BIOPURE CORPORATION: Case Summary 20 Largest Unsecured Creditors
BLACK GAMING: S&P Downgrades Rating on Senior Notes to 'D'
BRIAN CORRIDONI: Case Summary & 7 Largest Unsecured Creditors
BROKERS INC: Court Says Debtor-Landlord Behaved Improperly

BRSP LLC: Moody's Reviews 'B1' Rating for Possible Downgrade
BRSP LLC: S&P Downgrades Rating on $290 Million Loan to 'CC'
CABLEVISION SYSTEMS: Unit Inks Management Deal for Dolan Jet
CARDTRONICS INC: S&P Raises Corporate Credit Rating to 'BB-'
CHEMTURA CORP: Inks 2nd DIP Amendment for Extension Options

CHEMTURA CORP: Proposes Key Employee Incentive Plan
CHEMTURA CORP: Proposes to Close Biolab Company Store
CHEMTURA CORP: Requests for Court Nod for Foreign Units Funding
CHEMTURA CORP: Seeks First Extension of Plan Exclusivity
CHEMTURA CORP: Wants Lease Decision Deadline Moved to October 14

CIT GROUP: Fitch Junks Long-Term Issuer Default Ratings From 'BB-'
CIT GROUP: Moody's Junks Senior Unsecured Rating From 'B3'
CIT GROUP: S&P Downgrades Counterparty Credit Rating to 'CC'
CITIGROUP INC: Offers to Swap Common Stock for Preferreds & TruPS
CITIGROUP INC: Posts $4.3 Billion Q2 2009 Net Income

CK LIQUIDATION: 1st Cir. Affirms Mintz Levin's Employment & Fees
CLARIENT INC: Files Registration Statement for 49.2MM Shares
CLARKSDALE HOSPITALITY: Voluntary Chapter 11 Case Summary
COMMERCIAL ALLOYS: Sells Manufacturing Facility to Zinc Corp.
COMMUNITY HEALTH: Bank Debt Trades at 9% Off in Secondary Market

CONEXANT SYSTEMS: Names Scherp and Chittipeddi as Co-Presidents
CONEXANT SYSTEMS: To Raise $20,000,000 by Issuing Securities
CONTINENTAL AIRLINES: Names Jeff Smisek as Chairman & CEO
COOPER-STANDARD AUTOMOTIVE: Moody's Cuts Default Rating to 'D'
DB ISLAMORADA: Wants Case Dismissed; Says Estate is Insolvent

DEX MEDIA: Bank Debt Trades at 25% Off in Secondary Market
DUANE READE: S&P Assigns 'B-' Rating on $215 Mil. Senior Notes
DYNCORP INTERNATIONAL: Moody's Lifts Corp. Family Rating to 'Ba3'
EDGAR BASILIO: Case Summary & 14 Largest Unsecured Creditors
ENERGAS RESOURCES: Posts $177,329 Net Loss in Qtr. Ended April 30

ENVIRONMENTAL TECTONICS: Posts $770,000 Net Income for May Qtr
ENVIROSOLUTIONS HOLDINGS: S&P Cuts Corp. Credit Rating to 'CCC'
FIRST PIEDMONT: Shut By Receiver: First American Assumes Deposits
FLEETWOOD ENTERPRISES: Court Establishes August 28 Bar Date
FLEETWOOD ENTERPRISES: Files New Schedules of Assets and Debts

FLEETWOOD ENTERPRISES: Court OKs Sale Process for Housing Assets
FORT GORDON: Moody's Downgrades Rating on 2006 Revenue Bonds
GATSBY HOUSE LTD: Case Summary & 4 Largest Unsecured Creditors
GENERAL MOTORS: Buyers Have Until Today to Submit Opel Final Bids
HANLEY-WOOD: Bank Debt Trades at 62% Off in Secondary Market

HUNTSMAN ICI: Bank Debt Trades at 8% Off in Secondary Market
HCA INC: Bank Debt Trades at 7% Off in Secondary Market
IDEARC INC: Bank Debt Trades at 58% Off in Secondary Market
IMAGINE ADOPTION: Minister Helps Out to Complete Adoptions
INSTANT WEB: Likely Covenant Violation Cues S&P to Junk Rating

LANG HOLDINGS: Files for Ch. 11; to Sell All Assets
LAS VEGAS SANDS: Bank Debt Trades at 29% Off in Secondary Market
LUMINENT MORTGAGE: Emerges from Chapter 11 Protection
LYONDELL CHEMICAL: Enters into Second Amendment to DIP Pact
LYONDELL CHEMICAL: Proposes Employee Incentive Program

LYONDELL CHEMICAL: Proposes J. Gallogly as Manager and CEO
LYONDELL CHEMICAL: Proposes Shut Down of Chocolate Bayou Plant
LYONDELL CHEMICAL: Says Committee Suit Should Not Impede Plan
LYONDELL CHEMICAL: Wants to Terminate Executive Benefit Plans
MIDWAY GAMES: Completes Sale of Assets to Warner Bros.

MIDWAY GAMES: Laying Off Employees at Chicago Corporate Office
MOMENTIVE PERFORMANCE: Bank Debt Trades at 24% Off
MTR GAMING: S&P Assigns 'B' Rating on $250 Million Senior Notes
NCI BUILDING: Refinancing Concerns Cue S&P to Junk Ratings
NOVA CHEMICALS: Moody's Raises Corporate Family Rating to 'Ba3'

PAUL STEADMAN: Voluntary Chapter 15 Case Summary
PHILADELPHIA NEWSPAPERS: DIP Loan Hearing Moved to July 27
PROLIANCE INT'L: Wants to Hire Jones Day as Counsel
PROLIANCE INT'L: Taps Richard Layton as Co-Counsel
PROLIANCE INT'L: U.S. Trustee Form 7-Member Creditors' Committee

PROPEX INC: Court Approves Fabrics Estate Plan for Voting
PROPEX INC: Court Authorizes More Work for PwC
PROPEX INC: Court Grants Final OK to Houlahan's $2.25-Mil.
PROPEX INC: Court OKs King & Spalding's $1.46MM for Feb. to May
REGAL CINEMAS: Bank Debt Trades at 7% Off in Secondary Market

RESTRICTED GROUP: Moody's Downgrades Default Rating to 'Ca'
REVLON INC: Bank Debt Trades at 8% Off in Secondary Market
SUN MICROSYSTEMS: Stockholders Okay Merger Pact With Oracle
SUN 'N FUN: 10th Cir. Upholds Oversecured Lender's Legal Fees
SUNGARD DATA: Bank Debt Trades at 6% Off in Secondary Market

SWIFT TRANSPORTATION: Bank Debt Trades at 27% Off
TEMECULA VALLEY BANK: First-Citizens Bank Assumes All Deposits
TRAGE BROS: Goes Out of Business Following Chapter 7 Filing
TXCO RESOURCES: US Trustee & Panel Oppose Counsel for Directors
UNI-MARTS LLC: $15.7MM Minimum Bid Set for All 207 Stores

UNIPROP MANUFACTURED: Goodbye BDO Seidman, Hello Plante & Moran
UNITED AIR: Bank Debt Trades at 44% Off in Secondary Market
SIMDAG-ROBEL: Bank Forecloses on Site of Trump Tower Tampa
SPECIAL TREATMENT: Case Summary & 20 Largest Unsecured Creditors
SPORTS MARKETING: Case Summary 20 Largest Unsecured Creditors

STANDARD MOTOR: Repays $32.1MM Outstanding Under 2009 Debentures
TUMBLEWEED INC: Asks Court to Extend Exclusivity Periods
UNISYS CORP: Expects to Post 2Q Pre-Tax Profit of Up to $55MM
VALPICO TOWN CENTER: Voluntary Chapter 11 Case Summary
VENETIAN MACAU: Bank Debt Trades at 12% Off in Secondary Market

VERASUN ENERGY: McGladrey Resigns as Independent Accountant
VERASUN ENERGY: Three Executives Step Down From Roles
VERASUN ENERGY: Parties Notify Perfection of Mechanics' Liens
VINEYARD BANK: Closed; California Bank & Trust Assumes Deposits
VIRGIN MOBILE: Inks Deal to Use Brand Name in Mobile Web Services

VISIONTEK PRODUCTS: Denies Bankruptcy Rumors
VISTEON CORP: Bank Debt Trades at 56% Off in Secondary Market
VOICESERVE INC: Cuts Net Loss to $371,013 in Year Ended March 31
WILLIAM AND MICHELLE MULLINS: Voluntary Chapter 11 Case Summary
WL HOMES: Bond, Lexon Balk at Sale Deal Sought by Ch. 7 Trustee

YOUNG BROADCASTING: Bank Debt Trades at 51% Off
ZOUNDS INC: Court OKs Disc. Statement; August 4 Conf. Hearing Set

* 4 Banks Shuttered; Year's Failed Banks Now 57

* BOND PRICING -- For the Week From July 13 to 17, 2009


                            *********

750 JEFFERSON: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted 750 Jefferson Avenue LLC's motion to convert its Chapter
11 case to one under Chapter 7.

In papers filed with the Court, 750 Jefferson said that if the
case is converted, there is no need to go through the employment
process of a Chapter 11 proceeding.  No other reasons were
provided.

Headquartered in Miami Beach, Florida, 750 Jefferson Avenue LLC
filed for Chapter 11 protection on March 16, 2009 (Bankr. S.D.
Fla. Case No. 09-14451).  James B. Miller, Esq., and Joel M.
Aresty, Esq., represented the Debtor in its restructuring efforts.
In its schedules, the Debtor listed total assets of $20,138,000
and total debts of $12,282,500.


87-10 51ST: Wants The Law Firm of Douglas Tabachnik as Counsel
--------------------------------------------------------------
87-10 51st Avenue Owners Corp. asks the U.S. Bankruptcy Court for
the Eastern District of New York for authority to employ The Law
Offices of Douglas T. Tabachnik, P.C., as counsel.

The firm will:

   a. provide the Debtor legal advice with respect to its powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its properties;

   b. take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to the
      claims filed against the Debtor's estate;

   c. assist the Debtor in obtaining approval of a disclosure
      statement or combined disclosure statement and plan and the
      and confirmation of its Chapter 11 plan of liquidation;

   d. prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtor in
      connection with the administration of its estate;

   e. appear in Court and to protect the interests of the Debtor
      before the Court; and

   f. perform all other legal services for the Debtor that may be
      necessary and proper in the case.

The hourly rates of the firm's personnel are:

   Mr. Tabachnik                     $400
   Renee D'Alba, paralegal           $125
   Danielle M. Petrics, paralegal    $125

Mr. Tabachnik, tells the Court that as of the petition date, the
Debtor owed no amounts to the firm for professional services
rendered and expenses incurred by the firm prepetition.  The firm
has received a $50,000 retainer.

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

Mr. Tabachnik can be reached at:

     Law Offices of Douglas T. Tabachnik, P.C
     Woodhull House
     63 West Main Street, Suite C
     Freehold, NJ 07728
     Tel: (732) 780-2760
     Fax: (732) 780-2761

Middle Village, New York-based 87-10 51st Avenue Owners Corp.
filed for Chapter 11 on July 5, 2009 (Bankr. E.D.N.Y. Case No. 09-
45657).  The Debtor says that as of July 4, 2009, it has total
assets of $19,555,000 and total debts of $6,730,088.


87-10 51ST: U.S. Trustee Sets Meeting of Creditors for August 17
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in 87-10 51st Avenue Owners Corp.'s Chapter 11 case on August 17,
2009, at 10:00 a.m.  The meeting will be held at the Office of the
United States Trustee, 271 Cadman Plaza East - Room 4529,
Brooklyn, New York.

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

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

Middle Village, New York-based 87-10 51st Avenue Owners Corp.
filed for Chapter 11 on July 5, 2009 (Bankr. E.D.N.Y. Case No. 09-
45657).  Douglas T. Tabachnik, Esq. represents the Debtor in its
restructuring efforts.  The Debtor said that as of July 4, 2009,
it had total assets of $19,555,000 and total debts of $6,730,088.


ACCREDITED HOME: Reaches $22 Mil. Settlement Shareholders
---------------------------------------------------------
Accredited Home Lenders Holding Co. and its directors and officers
reached a $22 million cash settlement with plaintiffs in a class
action against the Debtor's alleged book-cooking burned
shareholders, according to Law360.

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.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from $100
million to $500 million.


ACTUANT CORP: S&P Changes Outlook on 'BB' Rating to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on the Actuant Corp. 'BB' corporate credit rating to
stable from negative.  The action reflects Actuant's reduced debt
levels and improved liquidity position, following its issuance of
about $125 million of common equity and amendment of its revolving
credit facility to relax financial covenants throughout fiscal
2010.  Although S&P expects end-market demand to be weak in the
coming quarters, lower debt levels should limit the negative
effects on credit measures.

The ratings on Milwaukee, Wisconsin-based Actuant reflect the
company's significant financial risk profile (marked by a target
leverage in the 2x-3x reported debt to EBITDA range) and an
acquisitive growth strategy.  The company's fair business risk
profile, marked by leading positions in various niche but cyclical
markets, its diversity, and its consistent cash flow, support the
rating.

"Although S&P believes that business conditions in the company's
key markets could remain weak for a prolonged period, leading to
potentially lower revenues in fiscal 2010 than in fiscal 2009, the
combination of reduced debt levels, consistent cash flow
generation, and progress toward stabilizing margins should enable
the company to maintain credit metrics in line with S&P's rating
expectations," said Standard & Poor's credit analyst Gregoire
Buet.  If, however, a more significant-than-expected decline in
revenues and profits impair free cash flow generation and cause
financial leverage to exceed 3.5x adjusted debt to EBITDA, or if
Actuant's acquisitiveness leads to materially higher debt levels,
S&P could consider a negative rating action.

"Although S&P believes that Actuant's business risk profile could
support a modestly higher rating, S&P would base a positive rating
action on a commitment to more conservative financial policies,
and on an improved outlook for key end markets," he continued.
Therefore, it is currently unlikely, he said.


AMACORE GROUP: Has Written Pact With Vicis on Preferred Stock Sale
------------------------------------------------------------------
The Amacore Group, Inc., reports that on June 29, it entered into
transaction documents with Vicis Capital Master Fund, its majority
stockholder.

As reported by the Troubled Company Reporter, Amacore and Vicis
entered into an oral agreement on May 28 with respect to the sale
to Vicis of $4.5 million worth of a newly designated class of
convertible preferred stock.

Pursuant to a Securities Purchase Agreement, Amacore sold to Vicis
450 shares of its Series L Convertible Preferred Stock, par value
$0.001 per share and a warrant to purchase 50,625,000 shares of
its Class A Common Stock, par value $0.001 per share for an
aggregate cash purchase price of $4.5 million.  The Company
received the $4.5 million May 28.  The Shares and Warrant were
issued upon execution of the Purchase Agreement.  The Purchase
Agreement includes representations and warranties and other
provisions customary for a transaction of this nature.

In the event of a liquidation, dissolution or winding up of the
Company, before any distribution is made to the holders of any
Junior Security, the holders of the Series L Preferred Stock are
entitled to be paid out of the assets of the Company an amount per
Share equal to the Stated Value, plus the aggregate amount of any
accumulated, but unpaid, dividends on each Share of Series L
Preferred Stock.  The consolidation or merger of the Company with
any other corporation, or the sale, transfer or lease of all or
substantially all of the Company's assets, do not constitute a
liquidation event.

Holders of the Series L Preferred Stock do not have voting rights.

At any time on or after September 30, 2009, each Share of Series L
Preferred Stock is convertible, at the option of the holder, into
that number shares of Common Stock equal to the Stated Value per
Share divided by $0.01 per Share.

The Warrant is exercisable for five years at an exercise price of
$0.375 per share of Common Stock and contains a cashless exercise
feature and certain participation rights if the Company grants,
issues or sells any options, convertible securities or rights to
purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares of common stock.

If on July 15, 2011, any share of the Series L Preferred Stock
remains outstanding and a registration statement covering the
resale of all of the Common Stock underlying the shares of the
Series L Preferred Stock is effective and has been effective for
90 days prior to such date, the Company will automatically convert
each Share of the Series L Preferred Stock into Common Stock at
the then applicable Conversion Price.

In connection with the Purchase Agreement, the Company and Vicis
also entered into a Registration Rights Agreement, which grants to
Vicis certain "piggyback" registration rights with respect to the
shares of Common Stock issuable upon conversion of the Shares and
upon exercise of the Warrant, and also covers certain other shares
of the Company's Common Stock that may be issued to Vicis in
connection with a reclassification, recapitalization, merger,
consolidation or other reorganization of the Company. In addition,
the Company agreed that: (i) if a registration statement has not
been filed with and declared effective by the SEC at least 90 days
prior to July 15, 2011; or (ii) if after the registration
statement has been declared effective, it ceases to remain
effective at any time prior to the 9 month anniversary of the
effectiveness date, the Company will pay to Vicis an amount equal
to 2.0% of the aggregate stated value of the Shares then held by
Vicis for each calendar month or portion thereof thereafter until
the applicable event has been cured.

In connection with the Investment, Vicis agreed to waive any anti-
dilution rights it held as a result of its ownership of 9 warrants
to purchase shares of Common Stock and shares of Series G
Convertible Preferred Stock, Series H Convertible Preferred Stock
and Series I Convertible Preferred Stock it holds.

As a result of the transactions, Vicis now owns 891,266,950 shares
of the issued and outstanding shares of Common Stock, 1,200 shares
of Series G Convertible Preferred Stock convertible into 2,400,000
shares of Common Stock, 400 shares of Series H Convertible
Preferred Stock convertible into 800,000 shares of Common Stock,
1,650 shares of Series I Convertible Preferred Stock convertible
into 3,300,000 shares of Common Stock, 450 shares of Series L
Convertible Preferred Stock convertible into 450,000,000 shares of
Common Stock and warrants to purchase 366,025,000 shares of Common
Stock.

On June 26, the Company filed with the Delaware Secretary of State
a Certificate of Designation of Series L Convertible Preferred
Stock designating 450 shares of Series L Preferred Stock.  Each
share of Series L Preferred Stock has a stated value of $10,000
per share.

                        About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At March 31, 2009, the Company's balance sheet showed total assets
of $19.6 million and total liabilities of $23.1 million, resulting
in a stockholders' deficit of about $3.5 million.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year ended
December 31, 2008.  The auditors pointed that the Company has
suffered recurring losses from operations and has negative working
capital.


AMACORE GROUP: To Make $1,150,000 Settlement Payment to AmeriPlan
-----------------------------------------------------------------
The Amacore Group, Inc., reports that on July 9, 2009, it entered
into a Mutual Compromise Settlement Agreement and General Release
of Claims with AmeriPlan Corp., Zurvita Inc., TransMark Financial
Services, Inc. and Mark Jarvis.

Zurvita, the Company's wholly owned subsidiary, initiated an
action, Case No. DC-08-01101-K, on January 30, 2008, in an attempt
to clarify its rights to engage in business with Mr. Jarvis and
various other individuals.  The action, Mark Jarvis and Zurvita,
Inc. v. AmeriPlan Corp. v. Allen Masters v. The Amacore Group,
Inc., Patty Duke, Rusty Duke, Gail Weitl and Rick Weitl, was filed
in the 192nd Judicial District Court of Dallas County Texas.
Mr. Jarvis was a former employee of AmeriPlan Corp. who, along
with certain others that were formerly associated with AmeriPlan,
left AmeriPlan to work at Zurvita.

AmeriPlan responded to the Action by asserting certain
counterclaims against Zurvita, Mr. Jarvis and others that were
formerly associated with AmeriPlan.  The counterclaims included:
breach of contract, breach of fiduciary duties, breach of duty of
loyalty, tortuous interference with contractual relations,
misappropriation of confidential information, conversion, unfair
competition, and conspiracy.  In response to the counterclaims,
the Company, on behalf of Zurvita and its employees, asserted
numerous affirmative defenses to the claims.

Pursuant to the Settlement Agreement and in consideration for the
dismissal of all claims and counterclaims of the Action, the
Company and Zurvita agreed to pay AmeriPlan $1,150,000.  In
addition, Zurvita agreed to issue a promissory note to AmeriPlan
in the principal amount of $600,000 bearing interest at a rate of
7.5% per annum, payable in 24 monthly installments of $26,999.76
beginning on July 1, 2009 and each month thereafter until paid in
full, with the first payment being made on July 9, 2009.

In connection with the issuance of the Note, the Company entered
into a Guaranty Agreement, pursuant to which the Company
guaranteed the payment of the Note by Zurvita.

                        About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At March 31, 2009, the Company's balance sheet showed total assets
of $19.6 million and total liabilities of $23.1 million, resulting
in a stockholders' deficit of about $3.5 million.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMERICAN HOME: Sees Chapter 11 Emergence in August
--------------------------------------------------
American Homebuilders, Inc., chief operating officer Ted Leveque
said that it will emerge from Chapter 11 bankruptcy protection  40
days after the Bankruptcy Court signs an order allowing the
emergence, Clint Engel at Furniture Today reports.  According to
the report, the signing of the order is expected in the next few
days.

Furniture Today relates that American Home, which liquidated
majority of its stores including six Arizona units, will keep
three New Mexico stores:

     -- the 100,000-square-foot flagship in Albuquerque,
     -- a 40,000-square-foot store in Santa Fe, and
     -- an 80,000-square-foot store in Farmington, N.M.

According to Furniture Today, unsecured creditors will be paid
$1.3 million -- $500,000 up front and the rest in quarterly
installments for two years, while Mr. Leveque said that additional
payments could be made to unsecured creditors, based on the
retailer's performance.

Furniture Today states that Kenton Van Harten, a partner in
American Home owner Hancock Park & Associates, will still be the
Company's president and CEO.

Mr. Leveque said that American Home expects to have sales of
between $30 million and $31 million in the first 12 months after
its emergence, Furniture Today states.

Founded in 1936, American Home, formerly known as American Home
Furnishings, is a furnishings company based in Albuquerque,
California.  The Company filed for Ch. 11 in November 2008 (Bankr.
C.D. Calif.).  The Company employed 650 people and operated five
stores in New Mexico and six in Arizona prior to its filing.
American Home's bankruptcy court petition estimated that it has
assets of between $10 million and $30 million and has liabilities
of between $1 million and $10 million. The petition says the
company owes its 20 largest unsecured creditors almost $4.9
million.

In mid November, the Bankruptcy Court approved plans to
liquidate American Home's six remaining Arizona stores.


AMR CORP: Files Prospectuses for Offering of Various Securities
---------------------------------------------------------------
AMR Corp. filed with the Securities and Exchange Commission a
Form S-3ASR registration statement containing three separate
prospectuses:

     1. The first prospectus relates to offerings by AMR Corp. of
        its Debt Securities, Common Stock, Preferred Stock,
        Depositary Shares, Warrants, Stock Purchase Contracts and
        Stock Purchase Units and any related American Airlines,
        Inc. Guarantees;

     2. The second prospectus relates to offerings by American
        Airlines, Inc. of its Debt Securities and Debt Warrants
        and any related AMR Guarantees; and

     3. The third prospectus relates to offerings by American
        Airlines of its Pass Through Certificates and any related
        AMR Guarantees.

According to AMR, an unspecified aggregate initial offering price
and number or amount of the securities of each identified class is
being registered as may from time to time be sold at unspecified
prices.  Separate consideration may or may not be received for
securities that are issuable on exercise, conversion or exchange
of other securities or that are issued in units or represented by
depositary shares.  Any securities registered may be sold
separately or as units with other securities registered.

As reported by the Troubled Company Reporter on July 6, 2009,
American Airlines is creating a pass through trust that will issue
American Airlines, Inc. Class A Pass Through Certificates, Series
2009-1.  The Class A Certificates are being offered pursuant to a
prospectus supplement.  Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated, and Calyon Securities (USA) Inc., will serve as
underwriters and will purchase all of the Class A Certificates if
any are purchased.  The aggregate proceeds from the sale of the
Class A Certificates will be $520,110,000.  American will pay the
underwriters a commission of $7,801,650.  According to the
Company, delivery of the Class A Certificates in book-entry form
will be made on or about July 7, 2009, against payment in
immediately available funds.

A full-text copy of the Form S-3ASR is available at no charge at:

                http://ResearchArchives.com/t/s?3f85

                       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.


AMR CORP: June 30 Balance Sheet Upside-Down by $3 Billion
---------------------------------------------------------
AMR Corp. filed with the Securities and Exchange Commission a Form
10-Q for the quarterly period ended June 30, 2009.

As reported by the Troubled Company Reporter on July 17, 2009, AMR
Corp. 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.

AMR posted a $765 million net loss for the six months ended
June 30, 2009, compared to a $1.8 billion net loss for the same
period in 2008.

At June 30, 2009, the Company had $24.1 billion in total assets;
$8.2 billion in total current liabilities, $8.3 billion in long-
term debt, less current maturities, $572 million in obligations
under capital leases, less current obligations, $6.8 billion in
pension and postretirement benefits, and $3.1 billion in other
liabilities, deferred gains and deferred credits; resulting in a
$3.0 billion stockholders' deficit.

"The challenges for our industry and company have continued
throughout 2009," said AMR Chairman and CEO Gerard Arpey in a news
statement.  "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."

In its quarterly report, the Company acknowledged it remains
heavily indebted and has significant obligations.  During 2006,
2007, 2008 and 2009, the Company raised an aggregate of roughly
$3.4 billion in financing to fund capital commitments -- mainly
for aircraft and ground properties -- debt maturities, and
employee pension obligations, and to bolster its liquidity.
Although the Company believes it can access sufficient liquidity
to fund its operations and obligations for the remainder of 2009,
including repayment of debt and capital leases, capital
expenditures and other contractual obligations, there can be no
assurance that the Company will be able to do so.  To meet the
Company's commitments, to maintain sufficient liquidity and
because the Company has significant debt, lease and other
obligations in the next several years, including commitments to
purchase aircraft, as well as substantial pension funding
obligations, the Company will need access to substantial
additional funding.

As of June 30, 2009, the Company is required to make scheduled
principal payments of roughly $779 million on long-term debt and
roughly $85 million in payments on capital leases, and the Company
expects to spend roughly $1.0 billion on capital expenditures for
the remainder of 2009.  In addition, the global economic downturn,
potential increases in the amount of required reserves under
credit card processing agreements, and the obligation to post cash
collateral on fuel hedging contracts have negatively impacted, and
may in the future negatively impact, the Company's liquidity.

Despite the current disruptions in the capital markets, in the six
months ended June 30, 2009, the Company obtained an aggregate of
roughly $470 million of financing under loans secured by various
aircraft and sale leaseback financings of certain aircraft.

The Company's ability to obtain future financing is limited by the
value of its unencumbered assets.  A very large majority of the
Company's aircraft assets -- including most of the aircraft
eligible for the benefits of Section 1110 of the U.S. Bankruptcy
Code -- are encumbered.  Also, the market value of the aircraft
assets has declined in recent years, and may continue to decline.
The Company believes it has at least $3.7 billion in unencumbered
assets and other sources of liquidity.  However, the availability
and level of the financing sources cannot be assured, particularly
in light of the Company's and American's financial results in
recent years, the Company's and American's substantial
indebtedness, the difficult revenue environment they face, their
reduced credit ratings, recent historically high fuel prices, and
the financial difficulties experienced in the airline industry.
In addition, the global economic downturn and recent severe
disruptions in the capital markets and other sources of funding
have resulted in greater volatility, less liquidity, widening of
credit spreads and substantially more limited availability of
funding.  The inability of the Company to obtain necessary
additional funding on acceptable terms would have a material
adverse impact on the Company and on its ability to sustain its
operations.

The Company's substantial indebtedness and other obligations have
important consequences.  For example, they: (i) limit the
Company's ability to obtain additional funding for working
capital, capital expenditures, acquisitions and general corporate
purposes, and adversely affect the terms on which such funding
could be obtained; (ii) require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness and other obligations, thereby reducing the
funds available for other purposes; (iii) make the Company more
vulnerable to economic downturns; and (iv) limit the Company's
ability to withstand competitive pressures and reduce its
flexibility in responding to changing business and economic
conditions.

In June 2009, American entered into an amendment to a purchase
agreement with Boeing.  Pursuant to the amendment, American
exercised rights to purchase an additional eight 737-800 aircraft
and the delivery dates of certain aircraft were rescheduled.  As a
result, American's total 737-800 purchase commitments for 2009
(including nine aircraft that have been delivered as of June 30,
2009) have increased from 29 as of March 31, 2009, to 31 as of
June 30, 2009, and American's 737-800 purchase commitments for
2010 have increased from 39 as of March 31, 2009, to 45 as of
June 30, 2009.  American's 737-800 purchase commitments remain at
eight in 2011.  In addition to these aircraft, American has firm
commitments for eleven 737-800 aircraft and seven Boeing 777
aircraft scheduled to be delivered in 2013-2016.

As of June 30, 2009, payments for American's 737-800 and 777
aircraft purchase commitments will approximate $716 million for
the remainder of 2009, $1.3 billion in 2010, $354 million in 2011,
$217 million in 2012, $399 million in 2013, and $556 million for
2014 and beyond. These amounts are net of purchase deposits
currently held by the manufacturer.

American previously arranged backstop financing which, together
with other financing, including the pass through certificate
financing, covers all of its 2009-2011 Boeing 737-800 aircraft
deliveries, subject to certain terms and conditions (including, in
the case of one of the financing arrangements covering 12
aircraft, a condition that at the time of borrowing, the Company
has a certain amount of unrestricted cash and short term
investments).

On July 7, 2009, American obtained financing for four Boeing 777-
200ER aircraft owned by American and 16 Boeing 737-800 aircraft to
be delivered to American through the issuance of the Certificates
which raised $520 million.  The Certificates bear interest at
10.375% per annum.  A majority of the proceeds were placed in
escrow.  As American takes delivery of each Boeing 737-800
aircraft it finances under this arrangement, American will issue
equipment notes secured by such aircraft to the trust, which will
purchase such notes with an allocable portion of the escrowed
funds.  American will use such funds to finance the purchase of
the aircraft and the Company will record the principal amount of
such equipment notes as debt on its consolidated balance sheet.

The Company's continued aircraft replacement strategy, and its
execution of that strategy, will depend on such factors as future
economic and industry conditions and the financial condition of
the Company.

A full-text copy of AMR's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3f87

                       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.


AMR CORP: Registers 4MM Shares to Be Offered Under Incentive Plan
-----------------------------------------------------------------
AMR Corporation filed a Form S-8 Registration Statement under the
Securities Act of 1993 4,000,000 shares of common stock.  The
shares of Common Stock will be offered pursuant to the AMR
Corporation 2009 Long Term Incentive Plan.  An indeterminate
number of additional shares as may be issuable pursuant to the
recapitalization provisions under the Plan.  The proposed maximum
offering price per unit is $16,840,000.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?3f84

                       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.


ANDERSON HOMES: Wants Plan Filing Period Extended to September 13
-----------------------------------------------------------------
Anderson Homes, Inc., et al., ask the U.S. Bankruptcy Court for
the Eastern District of North Carolina to extend its exclusive
period to file a plan to and including September 13, 2009.

The Debtors tell the Court that this is a complex case involving
four separate debtor-entities, numerous secured and unsecured
creditors, and a large number of real properties in varying
degrees of completion, and that they are in the process of
formulating a plan and disclosure statement.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shareholder is David Servoss, who is also
the president.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring efforts.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


APPLIED SOLAR: Amends Quercus Loan; Bankruptcy Filing Still On
--------------------------------------------------------------
Applied Solar, Inc., entered into a definitive loan and security
agreement with The Quercus Trust, originally dated May 18, 2009,
and since amended several times, pursuant to which Applied Solar
borrowed $1,251,000 from The Quercus Trust.  Applied Solar also
reported that as a condition of the financing, the Loan Agreement
requires that the Company file for reorganization and protection
from creditors pursuant to Chapter 11 of the U.S. Bankruptcy Code
by July 15, 2009.

On July 7, 2009, Applied Solar executed an additional amendment to
the Loan Agreement and delivered an additional promissory note in
favor of The Quercus Trust in the amount of $230,000 in respect of
an additional $230,000 funded by The Quercus Trust to the Company.
The amendment to the Loan Agreement included the Additional
Promissory Note under the terms of the Loan Agreement.  The terms
of the Additional Promissory Note are substantially similar to the
terms of the promissory notes, and the Additional Promissory Note
matures and is due and payable in full on July 15, 2009.  In
connection with the Additional Financing, the Company's
subsidiaries executed an unconditional and irrevocable guaranty of
the Company's obligations under the Additional Promissory Note in
favor of The Quercus Trust.

The Company anticipates that it will file for reorganization and
protection from creditors within the coming weeks.  Depending on
the date the bankruptcy filing is made, the Company may need
additional funds to continue operations prior to such bankruptcy
filing.

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

                        About Applied Solar

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

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

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


ATHLETIC CLUBS: Files to Ch 11 Bankr. to Stop Foreclosure
---------------------------------------------------------
Athletic Clubs of America, LLC, dba The Fayetteville Athletic Club
-- has filed for Chapter 11 bankruptcy reorganization.  Athletic
Clubs listed $10 million to $50 million in debts versus $1 million
to $10 million in assets.

Stacey Roberts at NWAnews.com reports that Athletic Clubs filed
for bankruptcy to stop foreclosure proceedings on the club.
According to NWAnews.com, Jason Bramlett, Esq., at Friday,
Eldredge & Clark LLP, the Debtor's bankruptcy counsel, confirmed
that that the bankruptcy filing canceled a hearing set for
Wednesday in Washington County Circuit Court to consider motions
in the foreclosure claim by SM-WLJ Asset Owner LLC, which bought
defaulted-loan packages marketed by the Federal Deposit Insurance
Corp. after ANB Financial was closed in May 2008.  SM-WLJ
commenced its foreclosure action on February 25.  The creditor is
being represented by Andrew King, Esq., at Williams & Anderson
PLC.

Attempts to negotiate the loans with the FDIC or SM-WLJ Asset
Owner failed, NWAnews.com says, citing Athletic Clubs owner Bob
Shoulders.  The report quoted Mr. Shoulders as saying, "We tried a
good-faith negotiation with the holder of our note but that didn't
go anywhere.  We hope to get a favorable reorganization plan
together quickly."

Athletic Clubs of America LLC is based in Fayetteville, Arizona.


AVIS BUDGET: Bank Debt Trades at 20% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 79.89
cents-on-the-dollar during the week ended Friday, July 17, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.61
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 17,
among the 144 loans with five or more bids.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


AXM PHARMA: Baozhong Zhang Resigns as Director
----------------------------------------------
AXM Pharma, Inc., reports that on July 6, 2009, Baozhong Zhang
resigned from his position as a director of the Company.  Mr.
Zhang advised the Company that he was resigning for personal
reasons.  He did not note any disagreement with the Company
concerning any matter relating to the Company's operations,
policies or practices as a reason for his resignation.

AXM Pharma in January 2009 filed an amended Form 10-K/A with the
U.S. Securities and Exchange Commission to amend and restate the
Form 10-KSB the Company filed for the year ended December 31,
2005.  The Original Form 10-KSB was initially filed with the
Securities and Exchange Commission on April 17, 2006.

The Form 10-K/A was filed to correct errors and omissions
contained the Original Filing.  The errors and omissions, the
Company explained, resulted from failure to properly record
certain liabilities and expenses related to the issuance of
Secured Convertible Promissory Notes and associated Common Stock
Purchase Warrants during the quarter ended April 30, 2005, and
certain liabilities and expenses related to the issuance of Series
C Preferred Stock and associated Common Stock Purchase Warrants
during the quarter ended June 30, 2004.

The Company has not filed financial reports for the quarterly
period and year 2007, 2008 and 2009.

In the Amended Annual Report, the Company indicated it is in
urgent need of additional capital.  "Our cash resources have been
depleted.  We have not paid our employees in China since January
2006.  We are in default under the terms of certain promissory
notes," the Company said.

"Our lack of capital has severely constrained our ability to grow
our business.  These conditions raise substantial doubt about our
ability to continue as a going concern," the Company said.

The audit report prepared by LBB & Associates Ltd., LLP --
formerly Lopez, Blevins, Bork & Associates Ltd., LLP -- in
Houston, Texas, its independent registered public accounting firm
relating to its consolidated financial statements for the year
ended December 31, 2005, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

"We are currently in discussions with several funding sources in
China to obtain financing to support operations going forward, but
to date none of these discussions have resulted in additional
financing.  If we are unable to raise additional capital in the
immediate future, we may be forced to cease business operations,"
the Company said.

Under the terms of the Secured Promissory Notes issued April 19,
2005, the Company is obligated to pay interest and principal
monthly in cash or shares.  However, the Company is obligated to
make payments in cash if its share price falls below a certain
price calculated under a formula specified in the Notes.

The Company is in default on its obligations under its Series C
Convertible Promissory Notes.

"We are currently in default in our payment obligations because we
have not been able to pay the required principal and interest to
the holders of the Notes.  We are in negotiations with the holders
with a view to restructuring the terms of the Notes.  However, no
agreement has been reached and, if we fail to reach an agreement,
it will be very difficult for us to raise any new funds from other
sources," the Company said.

Based in Diamond Bar, California, AXM Pharma Inc. (Other OTC:
AXMP.PK) -- http://www.axmpharma.com/-- is a pharmaceutical
company engaged in the production, marketing and distribution of
pharmaceutical products in China.  The company produces, markets,
and distributes medicines in various dosages and forms in most
areas of medicinal treatment, as well as herbal remedies, vitamins
and adjunctive therapies.

As of March 31, 2006, the company's consolidated balance sheet
showed $10,641,129 in total assets and $10,763,844 in total
liabilities, resulting in a $122,715 total stockholders' deficit.

                           *     *     *

As disclosed in the Troubled Company Reporter on April 14, 2008,
while in the process of responding to comments from the Securities
and Exchange Commission with respect to its 2005 financial
statements, AXM Pharma Inc.'s audit committee determined that its
annual financial statements for the fiscal year ended December 31,
2004, and all subsequent annual and quarterly financial statements
contain errors and omissions.  As a result, the audit committee
concluded that these financial statements are no longer reliable.


BAHSAS' INC: Bankruptcy May Stop Opening of Estrella Grocery Store
------------------------------------------------------------------
Elias C. Arnold at The Arizona Republic reports that Bashas' Inc.
may abandon plans of opening its Estrella grocery store due to its
bankruptcy filing.

The Arizona Republic relates that Bashas' was slated to open the
store this fall, but the Company doesn't expect to emerge from
Chapter 11 bankruptcy until early 2010.  "Right now, we're
considering all of our options.  We haven't made a decision on
whether or not we're going to open that store," The Arizona
Republic quoted Bashas' spokesperson Kristy Nied as saying.

The Estrella store is part of Mountain Ranch Marketplace, a
shopping center under construction at Estrella Parkway and Elliot
Road.

As reported by the Troubled Company Reporter on July 15, 2009,
Bashas' would close 10 stores on July 21.  Bashas' said in April
2009 that it was evaluating underperforming stores.

                          AJ's Fine Foods

RED Development is conifident that AJ's Fine Foods is still
planned as part of Phase I of CityScape despite the parent company
Bashas' bankruptcy, Stephanie Riel at Phoenix Business Journal
relates.  The CityScape tower is slated for opening in 2010,
Business Journal says.  According to the reprot,, RED Development
manager Jeff Moloznik said, "There probably is a lot of
uncertainty . . . right now it seems that that part will be in
place."


Bashas' Inc. is a 77-year-old grocery chain in Chandler, Arizona.
The Company and its 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 $100,000,001 to
$500,000,000 in debts.


BANKFIRST SIOUX FALLS: Closed; Alerus Assumes Deposits
------------------------------------------------------
BankFirst, Sioux Falls, South Dakota, was closed July 17 by the
South Dakota Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Alerus Financial, National Association, Grand
Forks, North Dakota, to assume all of the deposits of BankFirst.

The two offices of BankFirst will reopen today, Monday.  Alerus
Financial, N.A. entered into a separate agreement to operate
BankFirst's Sioux Falls location as a branch of First Dakota
National Bank, Yankton, South Dakota.  Alerus Financial, N.A. will
operate the failed bank's Minneapolis location as a branch of
Alerus Financial, N.A.

Depositors of BankFirst will automatically become depositors of
Alerus Financial, N.A. or First Dakota National Bank, depending on
the branch of their deposit.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branches until
Alerus Financial, N.A. and First Dakota National Bank can fully
integrate the deposit records of BankFirst.

As of April 30, 2009, BankFirst had total assets of $275 million
and total deposits of approximately $254 million.  In addition to
assuming all of the deposits of the failed bank, Alerus Financial,
N.A. will acquire $72 million in assets, comprised of cash,
securities and loans secured by deposits. The FDIC entered into a
separate agreement with Beal Bank Nevada, Las Vegas, Nevada, to
acquire $177 million of the failed bank's loans. The FDIC will
retain the remaining assets for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8209.  Interested parties can also
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $91 million.  Alerus Financial, National
Association's acquisition of all the deposits was the "least
costly" resolution for the FDIC's DIF compared to alternatives.
BankFirst is the 55th FDIC-insured institution to fail in the
nation this year, and the first in South Dakota. The last FDIC-
insured institution to be closed in the state was First Federal
Savings Bank of South Dakota, Rapid City, on April 24, 1992.


BASIN WATER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Basin Water, Inc.
           aka Basin Water Technology Group, Inc.
        9302 Pittsburgh Ave., Suite 210
        Rancho Cucamonga, CA 91729

Case No.: 09-12526

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Basin Water-MPT, Inc.                              09-12527

Type of Business: The Debtor operates a Water Treatment Equipment
Service and Supply.

Chapter 11 Petition Date: July 16, 2009

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

Judge: Mary F. Walrath

Debtor's Counsel: Jaime Luton, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  1000 West Street, 17th Fl.
                  P.O. Box 391
                  Wilmington, DE 19899-0951
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

                  Michael R. Nestor, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

Total Assets: $50,599,051

Total Debts: $14,235,275

The petition was signed by Scott Hamilton, the company's
secretary.

A. Basin Water, Inc.'s List of 20 Largest Unsecured Creditors:

  Entity                      Nature of Claim        Claim Amount
  ------                      ---------------        ------------
Chuck Bryant                   Contract               $994,695
29404 Big Range Rd.
Canyon Lake, CA 92587

Drinker, Biddle & Reath LLP    Contract               $241,879

Basin Finance LLC              Contract               $173,778

VL Capital LLC                 Contract               $163,215

Peter L. Jensen                Contract               $141,933

White Oak LLC                  Contract               $65,688

Telepacific Communications     Trade                  $48,995

Sixth & Pittsburgh             Contract               $21,368

Ideal Chemical and Supply      Trade                  $17,528

Academy Engineering            Trade                  $8,800

PSC Industrial                 Trade                  $16,531
Outsourcing, LP

Waste Management               Trade                  $16,536

California Supreme             Trade                  $7,822
Salt, LLC

San Bernardino                 Trade                  $6,365
Municipal Water

Cargill, Inc.                  Trade                  $5,946

Morton Salt                    Trade                  $5,973

Aqua New Jersey                Trade                  $7,600

CT, Inc.                       Trade                  $6,010

Bobby Davis Electric           Trade                  $4,375
Co., Inc.

Hazardous Waste                Trade                  $13,379


BAYOU GROUP: 2nd Cir. Says Adviser Can't Be Sued for Fraud
----------------------------------------------------------
The U.S. Court of Appeals for the Circuit Court held that an
adviser on investing in hedge funds cannot be sued for securities
fraud for recommending a fund that later turned out to be a Ponzi
scheme, Mark Hamblett at New York Law Journal says.

The case is South Cherry Street, LLC v. Hennessee Group LLC, 07-
3658-cv.

South Cherry Street made a $1.15 million net investment in Bayou
Accredited on the recommendation of Hennessee Group, which
evaluates hedge funds.  Bayou founder Samuel Israel III announced
in July 2005 that the Bayou funds would be liquidated and
distributions would be made to investors in August.  The
distributions were never made.

When the frauds of Bayou founder Samuel Israel III and others were
exposed, South Cherry sued Hennessee before the U.S. District
Court for the Southern District of New York for:

   1. securities fraud under Section 10(b) of the Securities
      Exchange Act of 1934 and Rule 10b-5, and

   2. breach of contract for allegedly failing to perform due
      diligence.

District Judge Colleen McMahon dismissed Cherry Street's claims.
The Plaintiff brought the matter before the Second Circuit.  Oral
arguments were heard on January 16.

The New York Law Journal notes that, in a unanimous decision,
Judges Dennis Jacobs, Amalya L. Kearse and Peter W. Hall held that
the requirement of scienter in the Private Securities Litigation
Reform Act of 1995, 15 U.S.C. Section 78u-4 was not met by Cherry
Street.  According to Law Journal, Judge Kearse, who wrote the
decision, said that:

   -- The questions before the court were whether the complaint
      created "a strong inference of scienter" and "whether an
      inference of scienter is at least as compelling as any
      opposing inference of nonfraudulent and nonreckless intent."

   -- The District Court viewed the complaint as charging
      Hennessee with recklessness for recommending Bayou
      Accredited.  But despite South Cherry's statement in the
      complaint that Hennessee "knowingly or recklessly" made
      untrue statements or omitted material facts, "nowhere in the
      complaint is there any allegation that Hennessee Group had
      knowledge that any representation it made as to the records
      or circumstances of Bayou Accredited, or its predecessor
      Bayou Fund, was untrue."

   -- The complaint emphasized that Hennessee Group "would" have
      learned of the fraud if it had performed the "due diligence"
      it promised.

   -- "Nor, to the extent that South Cherry sought to allege
      recklessness, does the complaint contain an allegation of
      any fact relating to Bayou Accredited that (a) was known to
      Hennessee Group and (b) created a strong inference that
      Hennessee Group had a state of mind approximating an actual
      intent either to relay false or misleading information about
      Bayou Accredited or to aid in the fraud being perpetrated by
      the Bayou Accredited principals."

   -- Federal and state investigators did not start to focus on
      Bayou until summer 2005, when Mr. Israel announced to
      investors that the funds would be liquidated. There is no
      factual allegation in the complaint that, prior to that
      announcement in July 2005, there were obvious signs of
      fraud, or that the danger of fraud was so obvious that
      Hennessee Group must have been aware of it.

In April 2009, the Securities and Exchange Commission charged
investment adviser Hennessee Group and its principal Charles J.
Gradante with securities law violations for failing to perform
their advertised review and analysis before recommending that
their clients invest in the Bayou hedge funds that were later
discovered to be a fraud.

As reported by the Troubled Company Reporter on May 1, 2009, in a
settled administrative proceeding, the Commission issued an
order finding that Hennessee and Mr. Gradante did not perform key
elements of the due diligence that they had represented they would
conduct prior to recommending investments in the Bayou hedge
funds.  The SEC also finds that they failed to conduct a
reasonable investigation into red flags concerning Bayou.

Hennessee Group and Mr. Gradante routinely represented to clients
and prospective clients that they would not recommend investments
in hedge funds that did not satisfy all phases of their due
diligence evaluation.

"Forewarned is forearmed -- investment advisers must make good on
their promises or face the consequences of vigorous SEC
enforcement action," said Robert Khuzami, Director of the SEC's
Division of Enforcement.

According to the Commission's order, approximately 40 clients
invested millions of dollars in the Bayou hedge funds from
February 2003 through August 2005 after the Hennessee Group
recommended those investments.  Most of the money was lost through
trading or dissipated by Bayou's principals, who defrauded their
investors by fabricating Bayou's performance in client account
statements and year-end financial statements.  The SEC charged the
managers of the Bayou hedge funds with fraud in 2005.

The Law Journal also relates that the Second Circuit agreed with
the District Court that the breach of contract claim was rightly
dismissed because the oral agreement between Cherry Street and
Hennessee could not be performed within one year, and thereby
violated New York's Statute of Frauds, Section 5-701(a)(1).

"[B]ecause the possibility of performance of the alleged oral
agreement within one year depended solely on the will and actions
of South Cherry Street, the party seeking to enforce the
agreement, the district court correctly ruled that South Cherry
Street's contract claim was barred by the Statute of Frauds,"
Judge Kearse said, according to Law Journal.

Mr. Israel, 49, and two other principals pled guilty to defrauding
investors later in 2005.  He was sentenced to 20 years in prison
by Judge McMahon.  On Wednesday, according to Law Journal, Mr.
Israel was ordered to serve an additional two years by Judge
Kenneth Karas for jumping bail shortly before he was to begin
serving his original sentence.

The Law Journal says the Cherry Street case has been closely
watched by legal observers who say it could influence the defense
used by feeder funds that are sued for funneling their investors'
money to Bernard L. Madoff.

Ted Poretz, Esq., at Ellenoff Grossman & Schole, and Theo J.
Robbins, Esq., and Derek Care, Esq., at Bingham McCutchen
represent South Cherry Street in the case.

Bennett Falk, Esq., and Matthew Wolper, Esq., at Bressler, Amery &
Ross represent Hennessee Group.

According to Law Journal, Mr. Falk said, "The court reaffirms
long-held positions that have made clear that, for the pleading
standards and the standards of proof required in a 10(b) action,
the bar is quite high."

"It also reaffirms what we have said throughout the case -- that
Hennessee Group and individual principals were held to a higher
standard by the plaintiffs than the law requires," Mr. Falk added.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The Company and its affiliates were sent to Chapter
11 on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-22306) to
pursue recoveries for the benefit of defrauded investors.  Elise
Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in
their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors said the adversary proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.


BEGINNERS INN: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Beginners Inn Day Care Ctr Inc.
        7505 Canton Center Road
        Canton, MI 48187

Bankruptcy Case No.: 09-62109

Chapter 11 Petition Date: July 16, 2009

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

Judge: Steven W. Rhodes

Debtor's Counsel: Jason W. Bank, Esq.
                  Kerr, Russell and Weber, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  Email: jwb@krwlaw.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/mieb09-62109.pdf

The petition was signed by Michelle Rodriguez, president of the
Company.


BIOPURE CORPORATION: Case Summary 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Biopure Corporation
        11 Hurley Street
        Cambridge, MA 02141

Bankruptcy Case No.: 09-16725

Chapter 11 Petition Date: July 16, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Christopher J. Panos, Esq.
                  Craig and Macauley, P.C.
                  600 Atlantic Avenue
                  Federal Reserve Plaza
                  Boston, MA 02210
                  Tel: (617) 367-9500
                  Email: panos@craigmacauley.com

Total Assets: $5,076,000

Total Debts: $2,729,000

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

          http://bankrupt.com/misc/mab09-16725.pdf

The petition was signed by Zafiris G. Zafirelis, president of the
Company.


BLACK GAMING: S&P Downgrades Rating on Senior Notes to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Black Gaming LLC's subsidiaries' 12.75% senior subordinated
discount notes due 2013 to 'D' from 'C'.  The notes were issued by
Black Gaming's wholly owned subsidiaries B&BB Inc., RBG LLC, and
Virgin River Casino Corp.  The 'D' corporate credit rating on
Black Gaming remains unchanged.

The rating action stems from the company's announcement that it
did not make the $4.2 million semi-annual interest payment due
July 15, 2009, on its senior subordinated notes as it is
prohibited from doing so until the payment default under its
senior notes has been cured or waived.  A payment default has not
occurred relative to the legal provisions of the senior
subordinated notes because there is a 30-day grace period to make
the payment.

"However," said Standard & Poor's credit analyst Melissa Long, "we
consider a default to have occurred, even if a grace period
exists, when the nonpayment is a function of the borrower being
under financial stress-unless S&P is confident that the company
will make the payment in full during the grace period."

If the interest payment on the subordinated notes is not paid
during the 30-day grace period, holders of 25% of the outstanding
principal amount of the notes would be permitted to accelerate the
maturity of the notes.  The failure to make the payment would also
constitute an additional event of default under the company's
credit facility.

Black Gaming is currently in default under its senior notes
indenture and its credit agreement with Wells Fargo Foothill.  The
company failed to make the interest payment on its senior notes on
January 15, 2009, and prior to the end of the 30-day grace period,
which expired Feb. 15, 2009.  The company also failed to make the
July 15, 2009, interest payment on the senior notes.  In addition,
Black Gaming received a notice of default from Wells Fargo
Foothill following the company's inability to generate the
required minimum EBITDA and its failure the make the January 2009
interest payment.  The company stated in its March 2009 10-Q
filing that it is in discussions with lenders to negotiate a
restructuring of its debt.  Black Gaming added that if it is
unable to obtain an extended forbearance agreement or a
restructuring agreement or if it can not enter into a transaction
to address its liquidity and capital structure, it would likely be
required to seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


BRIAN CORRIDONI: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brian S. Corridoni
        500 Rockport Place
        Wexford, PA 15090

Bankruptcy Case No.: 09-25275

Chapter 11 Petition Date: July 16, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Michael J. Henny, Esq.
            Law Offices of Michael J. Henny
            Suite 2828, Gulf Tower
            707 Grant Street
            Pittsburgh, PA 15219
            Tel: (412) 261-2640
            Fax: (412) 391-0221
            Email: m.henny@hennylaw.com

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

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

A full-text copy of Mr. Corridoni's petition, including a list of
his 7 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/pawb09-25275.pdf

The petition was signed by Mr. Corridoni.


BROKERS INC: Court Says Debtor-Landlord Behaved Improperly
----------------------------------------------------------
WestLaw reports that a Chapter 11 debtor-landlord breached its
duty, under North Carolina law, to conduct itself with ordinary
care when, acting without permission to move its tenant-auto
dealer's vehicles, the debtor used forklifts to remove the
vehicles from the leased premises to another portion of its
property that was not rented or used by the dealer, and should
have known that the dealer's property would be injured by its
conduct.  The debtor's employees moved the vehicles with forklifts
without wooden blocks or other means to protect the vehicles from
the forks, and the employees transported the vehicles down a hill
using forklifts with defective brakes.  The vehicles were placed
bumper to bumper in a lot next to a drainage pond, furthermore,
and the employees saw, heard, and caused damage while moving the
vehicles and yet continued to move additional vehicles in the same
fashion.  In re Brokers, Inc., --- B.R. ----, 2009 WL 1741569
(Bankr. M.D.N.C.).

In a lengthy Memorandum Opinion, the Honorable Catharine R.
Carruthers overruled Brokers' objection to a proof of claim filed
by Hossein Ahmadi d/b/a/ H.B. Auto Sales on account of the damage
to its vehicles, and Judge Carruthers additionally awarded $50,000
in punitive damages to Mr. Ahmadi.

Headquartered in Thomasville, North Carolina, Brokers
Incorporated, filed for chapter 11 protection on Nov. 22, 2004
(Bankr. M.D.N.C. Case No. 04-53451).  Christine L. Myatt, Esq., at
Nexsen Pruet Adams Kleemeier, PLLC, represents the Debtor, and
Edwin Allman, III, Esq., in Winston-Salem, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and $1 million to $10 million in debts.  The
Bankruptcy Court confirmed Brokers' Second Amended Plan of
Liquidation on Jan. 27, 2006, under which all claims have been or
will be paid.  In a Chapter 11 Consummation Report filed on
March 25, 2008, Brokers listed total known assets of the Debtor in
the amount of $4,497,115 and estimated its total known remaining
liabilities at $1,020,267 (including a reserve in the amount of
$424,000 for HB Auto's Claim), leaving a total estimated net value
of $3,476,848 that will be distributed to The Estate of Dolen J.
Bowers (Brokers' founder) and equity holders.


BRSP LLC: Moody's Reviews 'B1' Rating for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the B1 rating of BRSP, LLC
under review for possible downgrade due to the recent downgrade of
CIT Group Inc. to B3 from Ba2.  CIT's rating remains under review
for possible further downgrade.  BRSP's debt is directly secured
by payments under certain lessor notes issued as part of a
leveraged lease financing by the owner lessors of two natural gas
power generation projects located in South Carolina and Arizona.
CIT is the owner of both BRSP as well as the OLs through their
immediate parents, the owner participants.  The review will
consider the degree to which each of the borrower, the OPs, and
the OLs are ring-fenced and thereby insulated from a potential
bankruptcy filing by CIT and the impact such a filing might have
on lender security.

Moody's notes that in addition to a lien on the lessor notes, the
term loan is also secured by pledges of the equity interests in
both BRSP and the OLs.  In addition, the OPs are guarantors of the
debt and have pledged their rights to any dividends to the
lenders.  The lessor notes themselves are secured by lease
payments from subsidiaries of Calpine Corporation (which lease
payments are guaranteed by Calpine) that lease the Broad River and
South Point generating stations respectively from the owner
lessors, as well as liens on the owner lessors' aggregate 100%
undivided interests in the assets themselves.  While BRSP does not
benefit from an independent director, both the OPs and the OLs
have independent lessor managers, the affirmative vote of which is
required for any bankruptcy filing.  Moody's review will consider
the extent to which this reduces the prospect that the OPs and OLs
may become part of a CIT bankruptcy filing, as well as BRSP's
lenders' ability to seek recourse against them and foreclose on
their interests in the leases and the assets.

While all the cash flows generated by the leases during the term
of BRSP's loan will be directed to repay the debt, the leases
expire well beyond the date that BRSP's debt is expected to be
fully repaid in 2019 (assuming it is refinanced upon its maturity
with a 100% cash sweep).  This provides CIT with a significant
residual interest in the assets, which it would put at risk if it
were able to bring any of BRSP, the OPs, or the OLs into a
bankruptcy filing in an effort to avoid divert cash flows needed
to make payments on BRSP's debt.  In addition, Moody's notes that
the transaction benefits from a cash-funded six month debt service
reserve which could provide protection to lenders from a potential
interruption in payment provided it is not deemed part of the
bankruptcy estate as well.

The last rating action on BRSP was on June 16, 2009, when the B1
rating was assigned.

BRSP's rating was assigned by evaluating factors believed to be
relevant to the credit profile of the issuer.  These attributes
were compared against other issuers both within and outside of
BRSP's core peer group and BRSP's rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

BRSP is a single purpose entity indirectly owned by CIT Group,
Inc., that was created solely to finance the acquisition of
certain lessor notes that secure its debt.


BRSP LLC: S&P Downgrades Rating on $290 Million Loan to 'CC'
------------------------------------------------------------
On July 16, 2009, Standard & Poor's Ratings Services lowered its
rating on BRSP LLC's $290 million senior-secured term loan due
July 2014 to 'CC' from 'CCC+.'  The recovery rating is '1',
indicating very high (90%-100%) recovery of principal in the event
of a default.  The outlook is developing.

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

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

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

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


CABLEVISION SYSTEMS: Unit Inks Management Deal for Dolan Jet
------------------------------------------------------------
CSC Transport, Inc., a wholly owned subsidiary of Cablevision
Systems Corporation, and CSC Holdings, Inc., on July 10, 2009,
entered into an Aircraft Management Agreement with Dolan Family
Office, LLC -- an entity majority owned and controlled by Charles
F. Dolan -- and Charles F. Dolan.

CSC Transport, Inc., agreed to manage a Gulfstream GIV-SP that is
leased by Sterling Aviation LLC -- an entity owned and controlled
by Charles F. Dolan -- and subleased to Dolan Family Office, LLC
and Charles F. Dolan.  The Aircraft Management Agreement is for a
one-year term which expires on July 9, 2010, and provides for an
annual fee of $600,000 in addition to reimbursement of certain
expenses.

On July 10, Dolan Family Office and CSC entered into a Time
Sharing Agreement pursuant to which Dolan Family Office has agreed
to sublease the Aircraft to CSC on a "time sharing" basis.  CSC
will pay Dolan Family Office specified expenses of each flight but
not to exceed the maximum amount payable under Federal Aviation
Administration rules.

A full-text copy of the Aircraft Management Agreement, dated
July 10, 2009, between CSC Transport, Inc., on the one hand, and
Dolan Family Office, LLC and Charles F. Dolan, on the other hand,
is available at no charge at http://ResearchArchives.com/t/s?3f88

A full-text copy of the Time Sharing Agreement, dated July 10,
2009, between Dolan Family Office, LLC and CSC Holdings, Inc., is
available at no charge at http://ResearchArchives.com/t/s?3f89

                         About Cablevision

Cablevision Systems Corporation -- http://www.cablevision.com/--
is one of the nation's leading media and entertainment companies.
Its cable television operations serve more than 3 million
households in the New York metropolitan area.  The company's
advanced telecommunications offerings include its iO: Interactive
Optimum digital television, Optimum Online high-speed Internet,
Optimum Voice digital voice-over-cable, and its Optimum Lightpath
integrated business communications services.  Cablevision operates
several programming businesses, including AMC, IFC, Sundance
Channel and WE tv, through Rainbow Media Holdings LLC, and serves
the New York area as publisher of Newsday and other niche
publications through Newsday LLC.  In addition to these
businesses, Cablevision owns Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, the Beacon
Theatre, and The Chicago Theatre, and owns and operates Clearview
Cinemas.

                            *     *     *

As reported by the Troubled Company Reporter on May 22, 2009,
Moody's Investors Service upgraded Cablevision Systems
Corporation's Corporate Family Rating and Probability of Default
Rating, each to Ba2 from Ba3.  In addition, Moody's upgraded the
instrument ratings of Cablevision's and its subsidiaries' debt as
detailed below.  Cablevision's speculative grade liquidity rating
remains at SGL-2 and the rating outlook is stable.

At March 31, 2009, Cablevision had $9.55 billion in total assets
and $14.90 billion in total liabilities resulting in $5.36 billion
in stockholders' deficit.

The Board of Directors of Cablevision has authorized the company's
management to explore the spin-off of its Madison Square Garden
business.


CARDTRONICS INC: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Houston-based Cardtronics Inc. to 'BB-' from 'B+'.  The
outlook is stable.  At the same time, S&P raised its issue-level
rating on the company's $300 million senior subordinated notes to
'B+', one notch lower than the corporate credit rating, from 'B'.
The '5' recovery rating on the notes remains unchanged, indicating
S&P's expectation for modest (10%-30%) recovery in the event of a
payment default.

"The upgrade reflects S&P's expectations that Cardtronics' ATM
transaction volumes and revenues will remain relatively stable
despite the weak economy," said Standard & Poor's credit analyst
Susan Madison.  S&P also expects the company's gross margins,
which expanded about 450 basis points, year over year, in the
first quarter of 2009, will remain strong due to lower interest
expense on unhedged vault cash, savings associated with the
transition of the company's ATMs to in-house processing systems,
and the continued mix shift to company-owned ATMs from merchant-
owned units.


CHEMTURA CORP: Inks 2nd DIP Amendment for Extension Options
----------------------------------------------------------
Chemtura Corp. and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York for authority to enter into
a second amendment to their DIP loan agreement and to pay related
amendment fees.

Before the Court granted final approval of the Debtors' $400 DIP
Credit Facility, the Debtors and the DIP lenders agreed to enter
into Amendment No. 1 of the DIP Credit Agreement, which provided
for (1) the elimination of the requirement of a 250 basis point
increase in interest rates attributable to the Debtors' inability
to maintain a $40 million receivables financing outstanding under
a European "factoring" facility, (2) the increase of the amount of
investments permitted to be made in the Debtors' foreign
subsidiaries from $7.5 million to $40 million and, (3) the
reduction of the minimum liquidity covenant.

The Court subsequently authorized the Debtors to obtain
postpetition financing of up to $400 million, on a final basis,
on April 29, 2009.  The Final DIP Order also authorized the
Debtors and Citibank N.A., the DIP Agent, to amend the DIP Loan
Agreement without further Court order if the amendment is either
non-prejudicial to the rights of third parties or is not
material.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, after the entry of the Final DIP Order, the Debtors and
their advisors engaged in good faith, arm's-length negotiations
with the DIP Agent with respect to a second amendment.  He notes
that upon the presentment of the Second Amendment to the DIP
Lenders for consideration, they immediately consented to its
terms.

Nevertheless, in an abundance of caution, the Debtors are seeking
Court approval of the DIP Facility Amendment No. 2 because it
contemplates certain changes that may be material.

Among others, the Second Amendment provides for:

(1) Two possible extensions of the Stated Maturity Date --
     from March 22, 2010, to June 22, 2010, or the "15-Month
     Extension Option," and from June 22, 2010, to September 22,
     2010, or the "18-Month Extension Option."

(2) The Extension Options are subject to certain conditions,
     which include:

     -- a 30 to 60 days' written notice to the DIP Agent;

     -- a fee to the DIP Agent for each Extension Option equal
        to 1% of the outstanding principal balance of the Term
        Advances plus the then aggregate amount of the Non-Roll
        up Revolving Credit Commitments and Rollup Revolving
        Credit Commitments;

     -- with respect to the 15-Month Extension Option, the
        Debtors must have filed a reorganization plan that
        provides for the full repayment of the Advances;

     -- with respect to the 18-Month Extension Option the
        Debtors must have received approval of the disclosure
        statement of that reorganization plan; and

     -- an availability of not less than $30 million at the time
        of exercise of the Extension Option.

  (3) An increase of the Applicable Margin of 1% per annum for
      each Facility with respect to the 15-Month Extension
      Option and an additional increase of 1% per annum for each
      Facility with respect to the 18-Month Extension Option

The Second Amendment also provides other amendments to DIP Credit
Agreement, which pertains to the calculation of EBITDA, the
letter of credit commitments, third party appraisals, foreign
financing, guarantee obligations in support of foreign
subsidiaries, investments in foreign subsidiaries, licenses of
intellectual property, payment of prepetition obligations, and
capital expenditures.

A full-text copy of the Second Amendment is available for free
at http://bankrupt.com/misc/ChemDIP2Amend.pdf

Mr. Cieri asserts that the Debtors' entry into the Second
Amendment is necessary to preserve their assets because it will
provide them with increased flexibility in managing their
operations while in Chapter 11 and it will afford them the
ability to refine and implement their restructuring strategy.

The effectiveness of the Maturity Date Extension Options are
conditioned on the Debtors paying an "Amendment Fee" equal to
0.25% of the sum of the aggregate principal amount of the term
advances held by each Lender and each Lender's revolving credit
commitment, Mr. Cieri says.  The Debtors estimate the Amendment
Fee to total $1 million.

In addition to the Amendment Fee, the Debtors relate that they
have entered into a fee letter for the payment of a structuring
fee to the DIP Agent as consideration for arranging and
structuring the Second Amendment, which Fee will be earned and
due on the effective date of the Second Amendment.  Mr. Cieri
states that the Fee Letter requires the Debtors to use
commercially reasonable efforts to prevent it from become
publicly available.  Thus, in a separate request, the Debtors
sought and obtained permission from the Court to file the Fee
Letter under seal because it contains information considered by
the DIP Agent and other banks to be confidential.

                    Committee Files Statement

The Official Committee of Unsecured Creditors tells the Court
that while its has no objection to the entry of an order
authorizing the Debtors to enter into the Second Amendment, it
opposes the Debtors' request to the extent the contemplated
capital contributions will result in a windfall for the Debtors'
prepetition lenders.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, relates that the Committee is currently investigating
certain causes of action that the Debtors' estates may have with
respect to the Debtors' Prepetition Credit Facility, including a
preference action to avoid liens granted to the prepetition agent
on all of the Debtors' inventory during the 90-day period prior
to the Petition Date and a declaratory judgment action to cap the
amount of collateral permitted to secure the Prepetition Credit
Facility Debt at an amount substantially less than
$139.2 million.

Mr. Golden contends that successful prosecution against the
Prepetition Agent will, among other things, (a) reduce or
eliminate all or substantially all of the liens granted to the
Prepetition Agent during the 90-day period prior the Petition
Date, (b) result in the unwinding of all or a portion of the
roll-up, (c) provide for significant amounts of money to be
disgorged to the Debtors' estates, (d) provide the Debtors with
greater flexibility in formulating a Chapter 11 plan of
reorganization, (e) produce a substantial recovery source for
unsecured creditors, and (f) result in the claims of certain
unsecured creditors being treated pari passu with the claims of
the Debtors' Prepetition Lenders.

Against this backdrop, the Committee objects to the Debtors'
authority to make capital contributions to the extent the
Prepetition Lenders are permitted to "unfairly take advantage" of
the increase in the value of stock of the Debtors' foreign
subsidiaries.

The Committee urges the Court to ensure that any order approving
the Debtors' request provide that the Prepetition Lenders will
not be entitled to benefit from the inherent increase in the
value of 66 2/3% of the Debtors' first-tier foreign subsidiaries'
stock, which are used as part of the collateral package securing
the Prepetition Credit Facility, that will result from capital
contributions.

The Committee maintains that it will work with the Debtors to
resolve the dispute consensually in advance of the hearing on the
Debtors' request currently scheduled for July 28, 2009.

                         *     *     *

Judge Gerber grants the Debtors' request.  The Debtors are
permitted into enter into the Second Amendment of their DIP
Credit Facility.  Under the Second Amendment, the DIP Credit
Agreement will mature on June 22, 2010.  The DIP Facility's
maturity date can be further extended to September 22, 2010, if
certain conditions are met.

For the avoidance of doubt, the Court makes clear that subject to
the terms of the Final DIP Order, the Debtors are not authorized
to make investments in the form of intercompany loans outside the
ordinary course of business or capital contributions to any
Foreign Subsidiary except as may be authorized by a separate
order of the Court pursuant to Section 363(b) of the Bankruptcy
Code after notice and a hearing.

Judge Gerber also rules that any motion seeking authority to make
intercompany loans or capital contributions in the Debtors'
Foreign Subsidiaries will seek a determination as to whether the
Prepetition Lenders will derive a benefit from the capital
contribution sought to be made by virtue of the Prepetition
Lenders' liens on the equity interests in the Debtors' tier
domestic and foreign subsidiaries granted pursuant to the
Debtors' Prepetition Credit Facility.  To the extent an order
grants the Debtors authorization to make an intercompany loan or
capital contribution to a Foreign Subsidiary, the Court
clarifies, the DIP Lenders will permit funding and if the
applicable conditions set forth in the DIP Loan Agreement are
met, the DIP Lenders will make any advances asked by the Debtors
to fund intercompany loans or capital contributions.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Proposes Key Employee Incentive Plan
---------------------------------------------------
Chemtura Corp. and its affiliates, with the support of the
Official Committee of Unsecured Creditors, ask the Court for
authority to implement a management incentive plan for the year
2009 and an emergence incentive plan.  The Incentive Plans will
govern the compensation available to certain of the Debtors'
management-level employees for the 2009 calendar year and upon the
Debtors' emergence from Chapter 11.

The Debtors also seek authority to honor certain prepetition
bonus programs, up to $120,000, to the extent necessary to
address their prepetition administrative error with respect to
paying bonuses to two non-insider employees.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, after the Petition Date, the Debtors began developing a
revised business plan with an eye toward incentivizing the
management team to strong performance.  He notes that the need
for a competitive incentive plan is even more pressing now that
the Debtors have entered Chapter 11 because the Chapter 11 cases
have substantially increased the demands on the Debtors'
management in operating their core businesses.

The Debtors' management has devoted considerable time to
developing a revised business plan for each of the Debtors'
separate operating divisions, while continuing to work closely to
address the demands of a diverse creditor body, Mr. Cieri notes.
However, despite the management's best efforts, recruiting
talented managers in the highly competitive industry in which the
Debtors operate has proven extremely difficult since the Petition
Date, he tells the Court.  At the same time, the need for
recruitment is strong, Mr. Cieri says.

Mr. Cieri discloses that the Debtors' management is only composed
of 26 members, including three divisional vice presidents and two
assistant general counsels who have voluntarily terminated their
employment for other opportunities since the Petition Date.

"While some of those positions may be combined or eliminated in
the context of cost-cutting measures, a substantial number of
significant manager-level positions are currently unfilled and,
although discussions with potential employees are ongoing, many
potential recruits have made very [it] clear that the Debtors'
ability to offer a near-term and long-term competitive incentive
package is critical to their decision to accept employment with
the Debtors," Mr. Cieri explains.

With these developments in mind, the Debtors, along with the
Committee, set about the task of crafting the KEIP designed to
achieve the Debtors' goal of establishing a competitive market-
driven incentive plan, thereby enabling the Debtors to recruit
and incentivize talented leaders across all of the Debtors'
business divisions.

The KEIP, composed of a 2009 management incentive plan and an
emergence incentive plan, seek to (a) motivate the members of the
Debtors' management and align their incentives with those of
creditors, thereby furthering the goal of Chapter 11 by
maximizing the value of the Debtors' Chapter 11 estates, and (b)
motivate and reward exceptional performance beyond a Chapter 11
exit.

                The 2009 Management Incentive Plan

The proposed 2009 MIP would be available to 282 of the Debtors'
management level employees.  Mr. Cieri says that the Debtors have
designed the metrics for the proposed 2009 MIP to emphasize as a
performance target a metric based on earnings before interest,
taxes, depreciation and amortization on a consolidated or
business unit basis, while also maintaining a focus on other
working capital variables.

The specific metrics underlying performance targets under the
2009 MIP are different for three divisional groupings among the
MIP participants:

(1) Executives, including seven eligible participants,

(2) Managers at each of the Debtors' separate business units,
     including a total of 149 eligible participants, and

(3) Managers responsible for the Debtors' business operations
     at the functional level, including 126 eligible
     participants.

The applicable minimum threshold of Consolidated EBITDA or
Business Unit EBITDA must be achieved in order for any bonus to
be payable under the proposed 2009 MIP.  Once the threshold is
achieved, incentive payments to eligible managers in each of the
MIP Performance Groups are calculated based on several
performance factors, each of which is weighted for different MIP
Performance Groups, based on each group's scope of
responsibilities and overall role in the Debtors' business
operations.

This table summarizes the performance factors for each of the
three Performance Groups:

                                              Weighting  as
  Group              Factor                  Percent of Target
  -----              ------                  -----------------
  Executives         Consolidated EBITDA             70
                     Consolidated DSO                15
                     Consolidated DCI                15

  Business Units     Business Unit EBITDA            70
                     Business Unit DSO               15
                     Business Unit DCI               15

  Functional Units   Consolidated EBITDA             50
                     Consolidated DSO                10
                     Consolidated DCI                10
                     Functional Goals                30

                   The Emergence Incentive Plan

Before the Petition Date, the Debtors offered an equity
compensation plan to certain of their employees that provided for
compensation in shares of Chemtura Corp. stock, including stock
options and stock units.  However, the Debtors have since
suspended participation in their prepetition equity compensation
plan and did not make a long-term equity incentive grant in 2009.

Mr. Cieri submits that the situation has placed the Debtors at a
competitive disadvantage with respect to employee compensation
because it is typical in the specialty chemicals industry to
compensate key employees in three different ways, including with
participation in a long-term incentive plan.

The Emergence Incentive Plan will apply to certain of the
Debtors' management-level employees as well as qualifying new
employees.  The number of employees included in the Plan and the
size of the grant pool will be dependent on the achievement of
specific EBITDA goals, ranging from 20 to 200 employees.  The
Emergence Incentive Plan provides that equity grants will be made
only upon successful emergence from Chapter 11.  The equity
awards made available to eligible managers will be subject to
time-based vesting requirements and therefore, will be made in
restricted stock and stock options, or a combination of the two.

The value of the equity incentive pool that will be made
available to managers at the time of emergence from Chapter 11 is
linked to specific EBITDA levels for the company, with a maximum
EIP Grant Pool of $16.5 million at an EBITDA level of
$300 million.  Additionally, the Emergence Incentive Plan includes
an equity grant pool of $750,000 that the Debtors can use in their
discretion.

This table summarizes the EBITDA levels associated with each EIP
Grant Pool:

          Overview of Emergence Incentive Plan Metrics
                         (In millions)

  EBITDA             200      221      240      260      300
  EIP Grant Pool       6      7.7       10     13.5     16.5

Mr. Cieri tells the Court that the Debtors have worked closely
with Pearl Meyer & Partners, an outside compensation specialist,
and have made revisions based on input from the Committee's
advisors, to design the EIP.

                  The Prepetition Bonus Programs

Mr. Cieri relates that during the prepetition period, the Debtors
maintained a sales incentive plan designed to compensate eligible
rank-and-file employees in the Debtors' different business
segments for attaining specific performance targets.  In
addition, the Debtors sometimes enter into separate agreements
with their employees for bonus payments tied to specific
individual performance metrics for that individual's business
segment and responsibility level.

Pursuant to the Debtors' ordinary practice, the Debtors paid
eligible employees who met their 2008 performance targets under
the Prepetition Bonus Programs before the Petition Date.

Mr. Cieri says that on the Petition Date, the Debtors believed
that no amounts were outstanding with respect to employees on
account of the Prepetition Bonus Programs.  However, the Debtors
learned that due to an administrative error, the amounts owed to
two individuals under their Prepetition Bonus Programs either
were not paid or were paid in the incorrect amount.

The outstanding amounts owed to the two impacted employees
pursuant to the Prepetition Bonus Programs total less than
$120,000, and neither of the impacted employees is an "insider"
as that term is defined in Section 101(31) of the Bankruptcy
Code, Mr. Cieri notes.

Alan Swiech, the Debtors' senior vice president of human
resources, tells the Court that by implementing the KEIP, there
will be a "demonstrable increase" in the Debtors' operating
performance before any incentive payments are earned under the
KEIP.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Proposes to Close Biolab Company Store
-----------------------------------------------------
Chemtura Corp. and its affiliates ask the Bankruptcy Court for
authority to permanently close the BioLab Company Store and reject
certain unexpired leases related to the Store.

The Debtors developed the Store as a branded retail store concept
that would sell pool chemicals in conjunction with other backyard
products together with design and maintenance services that could
be franchised to existing and new pool chemical supply dealers.

However, the Debtors analyzed, together with their financial
advisors, that the Store is not viable as a self-supporting unit
and instead is generating economic losses and represents an
unnecessary drain on their estates.  Accordingly, the Debtors
determined that maintaining the Store is no longer integral to
their ongoing business and will not yield value beneficial to
them or their estates.  The Debtors thus closed the Store on
May 28, 2009.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
asserts that closing the Store will enable the Debtors to stop
incurring losses and get rid of burdensome contracts.

The Agreements that the Debtors seek to reject in connection with
the Store are:

  * a lease agreement between BioLab Company Store and Old Towne
    Enterprises LLC; and

  * a vehicle lease agreement between BioLab Company Store and
    Enterprise Rent-A-Car Company.

The monthly cost under the Lease is approximately $7,804 and the
Lease is scheduled to expire on July 31, 2013.  BioLab Company
Store's monthly cost under the Vehicle Lease is approximately
$512.  The Vehicle Lease is scheduled to expire April 30, 2012.

Mr. Cieri relates that the current expected annual fixed costs
for the Store is approximately $120,000, which includes
approximately $99,810 for rent under the Lease and the Vehicle
Lease.  In the last 12 months, he notes, the Store has only
generated $43,000 in revenues against $441,000 in total operating
costs.  The Store also has year-to-date losses totaling $307,000.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Requests for Court Nod for Foreign Units Funding
---------------------------------------------------------------
Chemtura Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to make
intercompany loans or capital contributions to their non-Debtor
foreign subsidiaries up to the limitations set under Amendment No.
2 to the DIP Credit Facility.  The Debtors also ask the Court to
determine whether the DIP Lenders will derive a benefit from the
capital contribution sought to be made by the Debtors.

The Debtors relate that as of the end of June 2009, they have
made intercompany loans, totaling $450,000, to the Foreign
Subsidiaries.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Foreign Subsidiaries represent a significant
element of the Debtors' enterprise value and the success of the
Debtors' restructuring efforts is closely tied to the fate of the
Foreign Subsidiaries.  He notes that of the Debtors' $3.5 billion
in net sales in 2008, approximately 52% are attributable to
customers located outside of the United States; 32% to customers
in Europe and Africa; 15% to customers in Asia Pacific; and 5% to
customers in Latin America.

Mr. Cieri notes that the Debtors are currently seeking approval
of an Amendment No. 2 to their DIP Credit Facility, which among
other things provide greater flexibility to the Debtors' ability
to provide critical funding to the Foreign Subsidiaries by
allowing $10 million of the $40 million foreign investment basket
to be made as equity advances, rather than loans.

The Debtors thus seek Court authorization to utilize the further
modified Foreign Investment Basket to the extent necessary to
access intercompany loans to meet immediate and urgent liquidity
needs of the Foreign Subsidiaries or to make capital
contributions to ensure that the Foreign Subsidiaries are
adequately capitalized to be permitted to operate under
applicable non-U.S. law.

According to Mr. Cieri, the Foreign Subsidiaries continue to
experience liquidity needs and therefore, the modifications to
the Foreign Investment Basket provide a valuable benefit to the
Debtors.  He adds that not only do some Foreign Subsidiaries
continue to require access to liquidity, but in some instances a
Foreign Subsidiary's needs must be met in the form of contributed
capital rather than debt in order to comply with applicable non-
U.S. law.

In order to balance the Debtors' need to access the Foreign
Investment Basket and the interest of the Official Committee of
Unsecured Creditors in monitoring its use, the Debtors propose
these uniform procedures and limitations to govern capital
contributions to be made to the Foreign Subsidiaries:

  a. The Debtors will be authorized to make a capital
     contribution to a Foreign Subsidiary without further order
     of the Court up to an amount aggregating $2 million.

  b. For each Foreign Subsidiary in which the Debtors' Capital
     Contribution will exceed $2 million, the Debtors will
     provide the Committee with:

        (i) the identity of the Foreign Subsidiary;

       (ii) a brief description of the Debtors' business
            justification for making the Capital Contribution;

      (iii) the most recent unaudited balance sheet for the
            Foreign Subsidiary in which the Debtors seek to make
            the Capital Contribution; and

       (iv) any other information reasonably requested by the
            Committee.

  c. The Committee will provide the Debtors with the names of at
     least two and no more than three persons who will receive
     the Foreign Investment Information.  The Foreign Investment
     Information may be sent by electronic mail.

  d. The Committee will have through 5:00 p.m. prevailing
     Eastern Time on the second business day after receipt of
     the Foreign Investment Information to review the
     information and notify the Debtors of any issue it may have
     with respect to the proposed Capital Contribution.

  e. If the Committee does not notify the Debtors of an Issue by
     the expiration of the Review Period, the Debtors will be
     permitted to make the Capital Contribution.

  f. If, however, the Committee raises an issue with respect to
     the proposed Capital Contribution before the expiration of
     the Review Period, the Debtors will use their best efforts
     to provide promptly the Committee with supplemental
     information with respect the Capital Contribution.

  g. The Committee will have through 5:00 p.m. prevailing
     Eastern Time on the second business day after receipt of
     the Supporting Documents to conduct a supplemental review
     and notify the Debtors as to whether it consents to the
     proposed Capital Contribution.

  h. If the Committee has not consented to the payment of a
     Capital Contribution by the expiration of the Supplemental
     Review Period, the Debtors will not make the requested
     Capital Contribution without further order of the Court.
     The Debtors will be permitted to seek expedited review by
     the Court with respect to any disputed Capital
     Contribution.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Seeks First Extension of Plan Exclusivity
--------------------------------------------------------
Under Section 1121 of the Bankruptcy Code, a debtor-in-possession
has the exclusive right to file a plan or plans or reorganization
within the initial 120-day period after the Petition Date.
Furthermore, a debtor-in-possession has the exclusive right
during the 180-day period after the Petition Date to solicit and
obtain acceptances of that plan.  Section 1121(d) further permits
the Court to extend the Exclusive Periods "for cause" but not
beyond 18 months after the Petition Date.

The Exclusive Plan Filing Period of Chemtura Corporation and its
debtor affiliates is set to expire on July 16, 2009, and their
Plan Solicitation Period will expire on September 14, 2009.

By this motion, the Debtors ask the Court to extend the Exclusive
Plan Filing Period through and including November 13, 2009, and
the Exclusive Solicitation Period through and including
January 12, 2010.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that the size and complexity of the Debtors' cases alone
warrant extension of the Exclusive Periods.  He notes that the
Debtors' Chapter 11 cases involve 27 debtors with assets and
operations located in 12 states around the United States and the
Debtors have more than $1 billion in prepetition funded debt on a
consolidated basis.

Mr. Cieri tells the Court that since the Petition Date, the
Debtors' employees, management, and professionals have expended
significant efforts to stabilize business operations and gather
the information necessary to complete and file the Debtors'
schedule of assets and liabilities and statements of financial
affairs.  Despite the early stages of the Chapter 11 cases, he
says, the Debtors made significant progress towards
rehabilitating their business and filing a Chapter 11 plan of
reorganization.  The Debtors have also been paying their
undisputed postpetition bills as they become due, he avers.

Moreover, Mr. Cieri points out, there is only a limited amount of
time to consider the nature and extent of all claims asserted
against the Debtors.  "It is therefore unlikely that a
confirmable Chapter 11 plan could be proposed in these cases
before the Debtors have had an opportunity to assess the full
nature, validity and extent of the claims that may be asserted
against them," he says.

                   Court Enters Bridge Order

The Debtors' request is set to be heard by the Court on July 28,
2009.  Accordingly, in a bridge order, Judge Gerber extends the
Debtors' Exclusive Plan Filing Period through and including the
conclusion of that hearing.  If, however, the scheduled hearing
is adjourned, the Exclusive Plan Filing Period will be
automatically extended through any adjourned date, unless the
Court orders otherwise.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Wants Lease Decision Deadline Moved to October 14
----------------------------------------------------------------
Section 365(d)(4)(A) of the Bankruptcy Code provides that an
unexpired non-residential real property lease under which the
debtor is the lessee will be deemed rejected and the trustee
will immediately surrender that non-residential real property to
the lessor, if the trustee does not assume or reject the
unexpired lease by the earlier of (i) the date that is 120 days
after the Petition Date, or (ii) the date of the entry of an
order confirming a plan of reorganization.  Section 363(d)(4)(B)
also provides that the Court may extend the lease decision
period, prior to the expiration of the 120-day period, for 90
days on the motion of the trustee or lessor for cause.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Chemtura Corp. and its affiliates are parties to more
than 40 non-residential real property leases that are not the
subject of a notice of assumption or rejection in these Chapter 11
cases.  The Unexpired Leases include headquarters and general
office space leases, warehouse leases and leases for various
chemical storage facilities.  He contends that the Unexpired
Leases, taken as a whole, are critical to the operation of the
Debtors' core business functions because many of the Debtors'
business operations are located at leased facilities on premises
that are subject to certain of the Unexpired Leases.

Mr. Cieri adds that since the Petition Date, much of the Debtors'
time has been devoted to significant and exigent matters, like:

  -- obtaining final Court approval of emergency relief asked in
     the first day motions filed with the Court;

  -- obtaining $400 million in debtor-in-possession financing in
     an exceedingly difficult credit market;

  -- responding to various contested matters, including motions
     for relief from the automatic stay;

  -- responding to various information and due diligence
     requests from the statutory committee of unsecured
     creditors appointed in the Chapter 11 cases;

  -- addressing various environmental issues which may represent
     significant financial exposure to the Debtors;

  -- addressing substantial litigation issues;

  -- stabilizing both U.S. and European operations; and

  -- preparing and filing voluminous statements of financial
     affairs and schedules of assets and liabilities.

Furthermore, the Debtors' executive management is presently
working, in consultation with their restructuring advisors, to
develop a comprehensive business plan and strategy for the
Debtors' successful restructuring and emergence from Chapter 11,
Mr. Cieri tells the Court.  He explains that it is in the context
of the Debtors' business plan that most assumption and rejection
decisions must be made.

"Thus, the review and assessment process for the Debtors'
Unexpired Leases is in its beginning stages and forcing a
premature decision about assumption or rejection could have a
detrimental impact on the Debtors' operations and estates," Mr.
Cieri contends.

Mr. Cieri, however, notes that despite many competing demands,
the Debtors have begun the process of evaluating their non-
residential real property lease portfolio and have already
rejected several leases that were no longer beneficial.  The
Debtors believe that the proposed extension will provide them
with the critical additional time needed to complete the process.

Accordingly, the Debtors sought and obtained a Court order
extending the time within which they may assume or reject the
Unexpired Leases through and including October 14, 2009.

                        About Chemtura Corp

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CIT GROUP: Fitch Junks Long-Term Issuer Default Ratings From 'BB-'
------------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of CIT Group Inc. and subsidiaries to 'C ' from 'BB-'.  An IDR
rating of 'C' indicates that default of some kind appears imminent
or inevitable.  A complete list of issuer and issue ratings is
included at the end of this release.  Approximately $35 billion of
debt is affected by the action.

The action follows CIT's announcement that its discussions with
U.S. government agencies have ceased and 'there is no appreciable
likelihood that the company will receive further government
support in the near term.'  As a result of this announcement, CIT
has stated that its board of directors and management are in
active consultation with its advisors about evaluating
alternatives.  Fitch believes there is a high probability that the
end result of this review will be that CIT will have to file for
bankruptcy protection in the very near term.  Fitch also believes
the company's already tenuous liquidity position has been further
eroded as its customer base has likely been drawing down on its
available credit lines.

Combined with the downgrade of CIT's IDR and debt ratings, Fitch
has also downgraded the company's Support rating to '5' from '3',
and lowered the Support floor to 'NF' from 'BB-', as it has now
become apparent that further support from the government will not
be forthcoming.  On July 8, 2009, Fitch lowered the Individual
rating of CIT to 'E' denoting a bank with very serious problems,
which either requires or is likely to require external support.
No action was taken on the 'E' Individual rating of the parent
company, but Fitch would anticipate lowering the rating to 'F'
upon a formal bankruptcy filing.

CIT, a bank holding company with $75.7 billion in assets and
$4.3 billion in equity, provides financing to a variety of
industries such as transportation, aerospace, rail, and a broad
range of manufacturing and retailing sectors.  CIT Bank, CIT's
bank subsidiary and state chartered bank, primarily originates
middle market, commercial loans to the wholesaling, healthcare,
communications, media and entertainment and various service-
related industries.

Fitch has downgraded these ratings:

CIT Group Inc.

  -- Long-term IDR to 'C' from 'BB-';
  -- Senior debt to 'C/RR4' from 'B+/RR4';
  -- Short-term IDR to 'C' from 'B';
  -- Short-term debt to 'C' from 'B';
  -- Subordinated debt to 'C/RR6' from 'CC/RR6';
  -- Junior subordinated debt to 'C/RR6' from 'CC/RR6';
  -- Senior subordinated debt to 'C/RR6' from 'CC/RR6';
  -- Preferred stock debt to 'C/RR6' from 'CC/RR6';
  -- Support rating to '5' from '3';
  -- Support floor to 'NF' from 'BB-'.

CIT Bank

  -- Long-term IDR to 'C' from 'BB-';
  -- Long-term deposits to 'CCC/RR2' from 'BB';
  -- Short-term IDR to 'C' from 'B';
  -- Short-term deposits to 'C' from 'B';
  -- Individual rating to 'E' from 'D';
  -- Support rating to '5' from '3';
  -- Support floor to 'NF' from 'BB-'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR to 'C' from 'BB-';
  -- Senior debt to 'C/RR4' from 'B+/RR4';
  -- Short-term IDR to 'C' from 'B'.

CIT Group (Australia) Inc.

  -- Long-term IDR to 'C' from 'BB-';
  -- Senior debt to 'C/RR4' from 'B+/RR4';
  -- Short-term IDR to 'C' from 'B';
  -- Short-term to 'C' from 'B'.

This rating remains on Rating Watch Negative by Fitch:

CIT Group Inc.

  -- Individual rating 'E'.


CIT GROUP: Moody's Junks Senior Unsecured Rating From 'B3'
----------------------------------------------------------
Moody's Investors Service lowered CIT Group Inc.'s senior
unsecured rating to Ca from B3.

The downgrade follows CIT's announcement that that it expects no
additional support from the U.S. government and that it is
evaluating alternatives, which Moody's believes includes a high
probability of a near-term bankruptcy filing.  The outlook for
CIT's ratings is now stable.

Moody's said it believes CIT will be unable to meet the near-term
debt maturities of the parent holding company given the pressure
on the firm's limited cash resources arising from higher than
expected draws by customers under committed borrowing arrangements
with the firm.  In the absence of government support, CIT has few
alternatives to generate immediate cash liquidity, in Moody's
view.  The company could therefore pursue bankruptcy as a means to
reorganize its obligations.  Moody's rating of Ca is based upon an
approximate range of loss senior unsecured creditors could sustain
as a consequence of such actions of 30%-50%.

In its previous rating action on Monday, July 13, Moody's
downgraded CIT's senior unsecured rating to B3, on review for
further possible downgrade.  The downgrade to Ca represents a
conclusion of the ratings review.

These ratings were downgraded:

CIT Group, Inc.:

* Issuer rating -- to Ca from B3
* Senior Unsecured -- to Ca from B3
* Senior Secured -- to Caa3 from B2
* Senior Subordinated -- to C from Caa2
* Junior Subordinated -- to C from Caa3
* Preferred Stock -- to C from Ca

CIT Group (Australia) Limited:

* Backed Senior Unsecured -- to Ca from B3

CIT Group Funding Company of Canada:

* Backed Senior Unsecured -- to Ca from B3

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


CIT GROUP: S&P Downgrades Counterparty Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it downgraded CIT
Group Inc., including lowering its long-term counterparty credit
rating to 'CC' from 'CCC+'.  The ratings remain on CreditWatch
Negative, where they were placed June 12, 2009.

"The downgrade reflects S&P's belief that there is an increased
risk that CIT may declare bankruptcy in the near term or take
other actions that will be detrimental to debt holders," said
Standard & Poor's credit analyst Rian M. Pressman, CFA.  The U.S.
government has advised CIT that there is no appreciable likelihood
of additional government support. S&P believes that CIT faces an
extremely short timeline to raise additional liquidity.
Reportedly, draws on outstanding credit commitments have been
significant in recent days, depleting the company of available
cash.  In S&P's view, the compressed timeline makes it very
difficult for CIT to pursue other liquidity initiatives
successfully, such as secured borrowings, asset sales, or debt
restructuring.

S&P will continue to monitor developments, as they remain fluid.


CITIGROUP INC: Offers to Swap Common Stock for Preferreds & TruPS
-----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
Amendment No. 5 to its Form S-4 registration statement relating to
its offer to exchange:

     1. any and all of the issued and outstanding depositary
        shares representing a fraction of a share of the series of
        Citigroup's preferred stock for the number of newly issued
        shares of Citigroup's common stock, par value $0.01 per
        share.  The Securities represented by the Public Preferred
        Depositary Shares are:

        * 8.500% Non-Cumulative Preferred Stock, Series F;
        * 8.400% Fixed Rate/Floating Rate Non-Cumulative Preferred
          Stock, Series E;
        * 8.125% Non-Cumulative Preferred Stock, Series AA; and
        * 6.500% Non-Cumulative Convertible Preferred Stock,
          Series T

     2. a number of issued and outstanding Trust Preferred
        Securities with an aggregate liquidation amount equal to
        $20.5 billion, less the aggregate liquidation preference
        of all Public Preferred Depositary Shares accepted for
        exchange in the Public Preferred Depositary Exchange
        Offers, for newly issued shares of Common Stock, in
        accordance with the assigned Acceptance Priority Levels
        and subject to prorationing.

At a minimum, the Company is offering to exchange Trust Preferred
Securities with an aggregate liquidation amount of up to roughly
$5.6 billion, assuming each Public Preferred Depositary Exchange
Offer is fully subscribed.  The series of trust preferred
securities that are the subject of the Trust Preferred Exchange
Offer are:

        * 8.300% E-TRUPS(R);
        * 7.875% E-TRUPS(R);
        * 7.250% E-TRUPS(R);
        * 6.875% E-TRUPS(R);
        * 6.500% E-TRUPS(R);
        * 6.450% E-TRUPS(R);
        * 6.350% E-TRUPS(R);
        * 6.829% E-TRUPS(R);
        * 7.625% TRUPS(R);
        * 7.125% TRUPS(R);
        * 6.950% TRUPS(R);
        * 6.100% TRUPS(R);
        * 6.000% TRUPS(R); and
        * 6.000% TRUPS(R)

Each Exchange Offer will expire at 5:00 p.m., New York City time,
on July 24, 2009, unless extended.  The maximum number of shares
of Common Stock that could be issued in the Exchange Offers is
5,992,307,693.

In a letter dated July 16 to Citigroup stockholders, Richard D.
Parsons, Chairman of the Board of Directors, said the Board
unanimously recommends that stockholders vote "FOR" these
proposals:

     -- Dividend Blocker Amendment -- which proposes to eliminate
        the priority of Public Preferred Depositary Shares over
        Common Stock in the payment of future dividends.  This
        proposal, if approved, would not block future dividends to
        Common Stockholders; and

     -- Director Amendment -- which proposes to eliminate rights
        of holders of Public Preferred Depositary Shares to elect
        two members of the Citigroup board of directors if
        dividends are not paid on the Public Preferred Depositary
        Shares for six quarters (three semi-annual periods in the
        case of the Series E Public Preferred Depositary Shares)
        whether or not consecutive.

According to Citi, each Exchange Offer is subject to a number of
conditions that must be satisfied, or waived by Citi, on or prior
to the expiration date, including that:

     -- the United States government and certain private holders
        of Citi's preferred stock have exchanged preferred stock
        with an aggregate liquidation preference of at least
        $23 billion for newly issued securities of Citigroup;

     -- satisfaction of certain conditions to closing of the
        exchange by the USG of additional preferred stock for
        newly issued securities of Citigroup based on the level of
        participation in the Exchange Offers; and that no event
        has occurred that in Citi's reasonable judgment would
        materially impair the anticipated benefits to Citi of the
        Exchange Offers or that has had, or could reasonably be
        expected to have, a material adverse effect on Citi, its
        businesses, condition (financial or otherwise) income,
        operations or prospects. None of the Exchange Offers is
        subject to any minimum tender condition, to completion of
        any other Exchange Offer or to receiving stockholder
        approval of the Amendments.

A full-text copy of Amendment No. 5 is available at no charge at:

            http://ResearchArchives.com/t/s?3f8c

                      About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.

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

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


CITIGROUP INC: Posts $4.3 Billion Q2 2009 Net Income
----------------------------------------------------
Citigroup Inc. on Friday reported net income for the second
quarter of 2009 of $4.3 billion, or $0.49 per diluted share.
Second quarter revenues were $30.0 billion.  The results include
an $11.1 billion pre-tax -- $6.7 billion after-tax -- gain
associated with the Morgan Stanley Smith Barney joint venture
transaction, which closed on June 1, 2009.

At June 30, 2009, Citigroup had total assets of $1.84 trillion and
total liabilities of $1.69 trillion.

The results reflect Citigroup's realignment into two principal
segments -- Citicorp and Citi Holdings.  A third segment,
Corporate/Other, consists of various corporate level activities.

Citigroup disclosed these key items:

     -- Closed Morgan Stanley Smith Barney joint venture
        transaction on June 1, 2009, ahead of schedule.

     -- Total revenues were $30.0 billion, up $12.4 billion from
        the second quarter of 2008, due primarily to the Smith
        Barney gain on sale and favorable net write-ups and gains
        -- revenue marks -- relative to the prior year period in
        Citi Holdings, partially offset by the impact of foreign
        exchange changes on non-U.S. dollar items as they are
        converted to U.S. dollars for reporting purposes and
        declines in Regional Consumer Banking revenues, primarily
        in Cards.

     -- Managed revenues were $33.1 billion, or $22.0 billion
        excluding the Smith Barney gain.

     -- Institutional Clients Group had net income of
        $2.8 billion, up 17% from prior year levels on record net
        income from Transaction Services, and strong results in
        Securities and Banking.

     -- Regional Consumer Banking deposits grew in each region
        versus the prior quarter, with particular strength in
        North America, where deposits grew 6%.

     -- Total deposits were $805 billion, up 6% sequentially, and
        flat with prior year levels.

     -- Net interest margin was 3.24%, up 7 basis points from the
        prior year period as the benefit of lower cost of funds
        was largely offset by lower asset yields and the FDIC
        special assessment of $333 million.

     -- Credit costs increased to $12.4 billion, including an
        addition of $3.9 billion to loan loss reserves, bringing
        the total allowance for loan losses to 5.6% of total
        loans.

     -- Operating expenses were $12.0 billion, down 21% from the
        second quarter of 2008, reflecting ongoing re-engineering
        efforts, expense control, and the impact of foreign
        exchange.

     -- Headcount declined by approximately 30,000 from the first
        quarter of 2009, to 279,000, mainly driven by the Smith
        Barney transaction.  Headcount is now approximately 96,000
        below peak levels.  June was the 20th consecutive month of
        headcount decline.

     -- Capital position continued to improve during the quarter.
        Tier 1 capital ratio was approximately 12.7%, versus 8.7%
        in the second quarter of 2008 and 11.9% in the first
        quarter 2009.  Tangible common equity grew by $9.1 billion
        during the quarter.

     -- Since the beginning of 2007, Citi has worked successfully
        with approximately 625,000 homeowners to avoid potential
        foreclosure on combined mortgages totaling more than
        $67 billion.

"For many quarters we have been consistently and successfully
executing our plan to build financial strength and return Citi to
sustained profitability and growth.   We have made significant
progress in recent quarters as evidenced in the significant
decline in expenses, headcount, assets, including Citi's riskiest
assets, as well as our 12.7% Tier 1 capital ratio," said Vikram
Pandit, Chief Executive Officer of Citi.

"This quarter also marks a key milestone in our plan, as we are
now reporting our financial results to reflect the separation of
Citi into two primary operating segments: Citicorp and Citi
Holdings.

"Citicorp is our core franchise and will be the source of Citi's
long term profitability and growth.  Citicorp is unique with
institutional and consumer businesses operating on an unmatched
global footprint.  We will manage our businesses and assets in
Citi Holdings to optimize their value over time.  We have already
announced the sale of a number of businesses within Citi Holdings,
and its assets have been reduced by approximately $250 billion
since the first quarter of 2008.

"Our financial results today reflect the incredibly dedicated
efforts of all of our people around the world and their success in
implementing our plan.  Our earnings of $4.3 billion reflect the
benefit of the closing of the Smith Barney joint venture with
Morgan Stanley, which was a key element in our Citi Holdings
strategy.  This quarter's results underscore the earnings power of
Citicorp, with over $3 billion of net income.

"As we look forward, we will continue the same relentless focus on
executing our plan.  We remain optimistic that our turnaround of
Citi will gain speed.  Our institutional business has a strong
client franchise.  Our most significant challenge now remains
consumer credit.  Losses in our consumer businesses have been
growing for some time, but we see some positive signs of
moderation in those loss trends.  Sustainable profitability
remains our primary goal," said Mr. Pandit.

A full-text copy of Citigroup's press statement is available at no
charge at http://ResearchArchives.com/t/s?3f8b

A full-text copy of Citigroup's Quarterly Financial Data
Supplement 2Q09 is available at no charge at:

            http://ResearchArchives.com/t/s?3f8a

                      About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.

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

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


CK LIQUIDATION: 1st Cir. Affirms Mintz Levin's Employment & Fees
----------------------------------------------------------------
WestLaw reports that a Massachusetts bankruptcy court did not
abuse its discretion or commit an error of law in determining that
a law firm had no disqualifying conflict of interest and approving
the firm's retention as special counsel to the Chapter 7 trustee
to represent the estate with respect to the motion of a creditor
alleging fraud by a different law firm which then served as
counsel to the trustee, even though the first firm was represented
by the second firm in litigation outside of the bankruptcy case.
In response to an objection to the first firm's retention, the
trustee had filed the affidavit of an attorney employed by the
first firm describing in detail the connection between the firms.
This affidavit indicated that neither of the two lawsuits in which
the second firm represented the first firm involved bankruptcy
issues or this case.  In addition, the affidavit of an attorney
employed by the second firm stated that, as the client, the first
firm was not inhibited from pursuing the second firm, and that the
current representation would not prohibit an investigation into,
or the bringing of, any claims against the second firm.  In re CK
Liquidation Corp., --- B.R. ----, 2009 WL 1905375 (1st Cir. BAP
(Mass.).

CK Liquidation Corp. f/k/a CADKEY Corporation, a software company
represented by James M. Wilton, Esq., at Ropes and Gray, LLP, in
Boston, filed a Chapter 11 case (Bankr. D. Mass. Case No. 03-
44906) in August 2003 and, shortly thereafter, requested an order
authorizing the sale of substantially all of its assets.  Robert
White, an unsecured pro se creditor, objected to the sale, the
bankruptcy court overruled his objection, and the property was
sold to Kubotek Corporation in December 2003 in accordance with
the order authorizing the sale.  The Sale Order was affirmed by
the U.S. District Court for the District of Massachusetts (Case
No. 4:03-cv-40279), the U.S. Court of Appeals for the First
Circuit (Case No. 05-1060), and the Mr. White's petition for writ
of certiorari was denied by the U.S. Supreme Court.  Another pro
se creditor, Harold L. Bowers, had also objected to the sale, but
that objection was resolved in a settlement with the unsecured
creditors committee and others.  The Chapter 11 case was
subsequently converted to Chapter 7, and John A. Burdick, Jr., was
appointed as trustee.


CLARIENT INC: Files Registration Statement for 49.2MM Shares
------------------------------------------------------------
Clarient, Inc., filed with the Securities and Exchange Commission
Amendment No. 1 to its Form S-3 registration statement under the
Securities Act of 1933.

The prospectus relates to the offer and sale from time to time of
up to 49,287,294 shares of Clarient's common stock which are held
by certain of its stockholders.  Of this amount, 46,483,821 shares
of Clarient's common stock are held by the selling stockholders
and 2,803,473 shares of its common stock are issuable to one of
the selling stockholders upon the exercise of warrants to purchase
shares of common stock that were previously issued by Clarient to
certain selling stockholders in various private placements and
stock dividends, as well as acquired by the selling stockholders
through open market purchases and transfers from former
stockholder between 1997 and 2009.

Clarient says selling stockholders may sell all shares of common
stock in public or private transactions, on or off the NASDAQ
Capital Market, at prevailing market prices, or at privately
negotiated prices.  The selling stockholders may sell shares
directly to purchasers or through brokers or dealers.  Brokers or
dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders.

Clarient will not receive any proceeds from the selling
stockholders' sale of the shares of common stock.  Clarient agreed
to bear the expenses in connection with the registration and sale
of the common stock offered by the selling stockholders and to
indemnify the selling stockholders against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended.

Clarient's common stock currently is traded on the NASDAQ Capital
Market under the symbol "CLRT."  On July 10, 2009, the closing
price of the common stock was $3.37 per share.

A full-text copy of Amendment No. 1 is available at no charge at:

               http://ResearchArchives.com/t/s?3f7e

                        About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.

At March 31, 2009, the Company had $49,981,000 in total assets;
$21,278,000 in total current liabilities, $1,152,000 in Long-term
capital lease obligations, and $3,861,000 in Deferred rent and
other non-current liabilities.


CLARKSDALE HOSPITALITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Clarksdale Hospitality Enterprises, LLC
        710 South State Street
        Clarksdale, MS 38614

Bankruptcy Case No.: 09-13590

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Greenville Hospitality Enterprises, LLC            09-13591

Chapter 11 Petition Date: July 16, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: April D. Robertson, Esq.
                  P.O. Box 918
                  Greenville, MS 38702
                  Tel: (662) 378-2121
                  Email: arobertson@ltindall.com

                  Susan C. Smith, Esq.
                  P.O. Box 1251
                  241 Main Street Suite 107
                  Greenville, MS 38702
                  Tel: (662) 378-2558
                  Fax: (662) 378-2543
                  Email: smithsusanc@bellsouth.net

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

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

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

The petition was signed by Bipinchandra B. Patel, officer of the
Company.


COMMERCIAL ALLOYS: Sells Manufacturing Facility to Zinc Corp.
-------------------------------------------------------------
Ken Bonner at The Daily Sentinel reports that Zinc Corp. has
purchased Commercial Alloys Corporation's former Aluminum One
manufacturing facility on Roy Owens Boulevard in Scottsboro.

According to The Daily Sentinel, the faciility will be renamed as
Imperial Aluminum - Scottsboro, LLC.   The court approved the
purchase earlier this month, says The Daily Sentinel.  Included in
the $1.3 million deal is a Minerva, Ohio smelter operation, the
report states.

Twinsburg, Ohio-based Commercial Alloys Corporation and its
affiliate filed for Chapter 11 bankruptcy protection on
November 26, 2008 (Bankr. N.D. Ohio Case No. 08-64060).  Marc
Merklin, Esq., at Brouse McDowell, LPA, assists the Debtors in
their restructuring efforts.  Commercial Alloys listed $10,000,000
to $50,000,000 in assets and $50,000,000 to $100,000,000 in debts.


COMMUNITY HEALTH: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
is a borrower traded in the secondary market at 90.86 cents-on-
the-dollar during the week ended Friday, July 17, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.69 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's BB rating.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 17, among the
144 loans with five or more bids.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital. Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


CONEXANT SYSTEMS: Names Scherp and Chittipeddi as Co-Presidents
---------------------------------------------------------------
Conexant Systems, Inc., reports that on July 15, 2009, Christian
Scherp and Sailesh Chittipeddi have been named Co-Presidents of
the Company.  They will share responsibilities and concentrate on
their main areas of expertise.  Mr. Scherp will have primary
responsibility for worldwide sales, marketing and program
management and Mr. Chittipeddi will manage the Company's global
engineering, operations, quality, IT and associated
infrastructure-support functions.

Mr. Scherp, 44, was appointed president of Conexant in April 2008.
From June 2005 to April 2008 he was senior vice president of
worldwide sales.  From May 2004 to June 2005 he was the vice
president and general manager of the wireless/wireline
communications group at Infineon Technologies of North America,
where he served as vice president of wireline communications
products from October 2001 to May 2004.

Mr. Chittipeddi, 46, has been executive vice president of Global
Operations and chief technical officer since April 2008.  From
June 2006 to April 2008, he served as senior vice president of
global operations.  From 2001 to 2006 he served as a director in
the global operations organization at Agere Systems, Inc.

The Company also reports that on July 15 it amended its Bylaws to
provide for the appointment by the Board of Directors of more than
one president and to delineate the responsibilities of the chief
financial officer.

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore and Israel.

As of April 3, 2009, the Company's balance sheet showed total
assets of $392.2 million and total liabilities of $557.9 million,
resulting in total shareholders' deficit of $164.9 million.

Conexant's loss from continuing operations for the six fiscal
months ended April 3, 2009 was $25.3 million.  Its losses from
continuing operations for fiscal 2008, 2007 and 2006 were
$133.4 million, $221.2 million, and $97.1 million, respectively.
The results have had a negative impact on Conexant's financial
condition and operating cash flows.  Conexant's primary sources of
liquidity include borrowing under its credit facility, available
cash and cash equivalents.  Conexant believes that its existing
sources of liquidity, together with cash expected to be generated
from product sales, will be sufficient to fund operations,
research and development, anticipated capital expenditures and
working capital for at least the next 12 months.

However, Conexant cannot provide any assurance that its business
will become profitable or that it will not incur additional
substantial losses in the future.  Additional operating losses or
lower than expected product sales will adversely affect its cash
flow and financial condition and could impair its ability to
satisfy indebtedness obligations as such obligations come due.  If
at a future date Conexant is unable to demonstrate that it has
sufficient cash to meet its obligations for at least the next 12
months, Conexant said it may no longer be able to use the "going
concern" basis of presentation in its financial statements.  The
receipt of a "going concern" qualification in future financial
statements would likely adversely impact Conexant's ability to
access the capital and credit markets and impede its ability to
conduct business with suppliers and customers.


CONEXANT SYSTEMS: To Raise $20,000,000 by Issuing Securities
------------------------------------------------------------
Conexant Systems, Inc., filed with the Securities and Exchange
Commission a Form S-3 Registration Statement related to the
issuance of $20,000,000 in securities.

The Company may offer, from time to time, in one or more series:

     -- shares of common stock;
     -- shares of preferred stock;
     -- warrants to purchase common stock or preferred stock; and
     -- units consisting of two or more of these classes or series
        of securities.

A full-text copy of the prospectus is available at no charge at
http://ResearchArchives.com/t/s?3f90

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore and Israel.

As of April 3, 2009, the Company's balance sheet showed total
assets of $392.2 million and total liabilities of $557.9 million,
resulting in total shareholders' deficit of $164.9 million.

Conexant's loss from continuing operations for the six fiscal
months ended April 3, 2009, was $25.3 million.  Its losses from
continuing operations for fiscal 2008, 2007 and 2006 were
$133.4 million, $221.2 million, and $97.1 million, respectively.
The results have had a negative impact on Conexant's financial
condition and operating cash flows.  Conexant's primary sources of
liquidity include borrowing under its credit facility, available
cash and cash equivalents.  Conexant believes that its existing
sources of liquidity, together with cash expected to be generated
from product sales, will be sufficient to fund operations,
research and development, anticipated capital expenditures and
working capital for at least the next 12 months.

However, Conexant cannot provide any assurance that its business
will become profitable or that it will not incur additional
substantial losses in the future.  Additional operating losses or
lower than expected product sales will adversely affect its cash
flow and financial condition and could impair its ability to
satisfy indebtedness obligations as such obligations come due.  If
at a future date Conexant is unable to demonstrate that it has
sufficient cash to meet its obligations for at least the next 12
months, Conexant said it may no longer be able to use the "going
concern" basis of presentation in its financial statements.  The
receipt of a "going concern" qualification in future financial
statements would likely adversely impact Conexant's ability to
access the capital and credit markets and impede its ability to
conduct business with suppliers and customers.


CONTINENTAL AIRLINES: Names Jeff Smisek as Chairman & CEO
---------------------------------------------------------
Continental Airlines reported that Jeff Smisek, 54, its president
and chief operating officer and a member of the board of
directors, will become its chairman and chief executive officer,
effective January 1, 2010.  Mr. Smisek will succeed Larry Kellner,
50, who has decided to return to private equity at year-end after
14 years with Continental, the last five of them as chairman and
CEO.

Mr. Kellner joined Continental in 1995 as chief financial officer.
In May 2001, he was elected president of the airline and to the
Board of Directors, and in March 2003, he was named president and
chief operating officer.  He became chairman and chief executive
officer in December 2004.

Prior to joining Continental, Mr. Kellner was executive vice
president and chief financial officer of American Savings Bank,
owned by The Robert M. Bass Group.  Prior to that, he was
executive vice president and chief financial officer of The Koll
Company, a private real estate investment and construction firm.

Mr. Kellner graduated magna cum laude with a bachelor of science
in business administration from the University of South Carolina,
where he served as Student Body President.  In addition, the
University of South Carolina presented him with the Distinguished
Alumni Award in 1998.

Mr. Kellner is active in numerous community and civic
organizations.  He currently serves on the board of directors for
Marriott International and the Air Transport Association.  On the
civic front, he is a member of the board of directors for the
Methodist Hospital, YMCA of Greater Houston, the Greater Houston
Partnership, the Spring Branch Education Foundation, and Central
Houston, Inc., and is a member of the Boy Scouts of America
National Executive Board.  Mr. Kellner also serves on the advisory
boards of the March of Dimes and Teach for America, and is on the
development board of the University of Texas Health Science Center
at Houston.  He resides in Houston with his wife, Susan, and their
four children.

"While I will deeply miss my co-workers at Continental, it is the
right time for this transition. Continental has gained approval
from DOT of our Star Alliance application, which will allow us to
continue as an effective global competitor," Mr. Kellner stated.

"It has been a great honor to lead the professional men and women
of Continental and be part of the premier airline in the
industry," Mr. Kellner said.  "I have worked closely with Jeff
throughout my tenure, and he is a strong and effective leader.  I
am confident Jeff will maintain Continental's unique culture and
successfully lead the Continental team through these challenging
times.

Mr. Kellner will head Emerald Creek Group, LLC, a new private
investment firm based in Houston.

Mr. Smisek is president and chief operating officer of Continental
Airlines and a member of the Board of Directors.  He is
responsible for airline operations, including flight operations,
inflight, airports, catering, cargo, maintenance and technical
operations, and also human resources and labor relations, global
real estate, security and environmental affairs, corporate
communications, federal affairs, and international, state and
local affairs.  Over the course of his tenure at Continental, he
has also overseen sales and marketing, technology and legal
affairs.

Mr. Smisek joined the airline in March 1995 as senior vice
president and general counsel, and has since held positions of
increasing responsibility.  He became president in December 2004
and president and chief operating officer in September 2008.
Prior to joining Continental, Mr. Smisek was a partner at Vinson &
Elkins LLP, where he specialized in corporate finance and
securities law.

Mr. Smisek graduated from Princeton University, A.B. summa cum
laude in economics, in 1976, and Harvard Law School, J.D. magna
cum laude, in 1982.  He also serves on the board of directors of
National Oilwell Varco, Inc.  Mr. Smisek and his wife reside in
Houston and are long-time supporters of numerous charitable and
civic organizations.

"The Board thanks Larry for his tremendous leadership of
Continental during some of the most challenging times this
industry has faced," said Henry Meyer, lead director for
Continental.  "The Board has consistently focused on succession
planning, and Jeff's experience, skills and long partnership with
Larry make him the ideal executive to succeed Larry as chairman
and CEO.  We look forward to working with Jeff as he continues
Continental's industry leadership."

"Although I am saddened that Larry has decided to move on, I
respect his decision and wish him continued success," said Mr.
Smisek.  "Over the next several months, Larry and I will work
together to ensure a smooth transition.  Our entire team will
remain focused on returning our company to profitability, and
Continental's great culture will continue to be the driving force
of the company's long-term success," he added.

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said that it is assigning
preliminary ratings to the Rule 415 shelf registration filed
April 24, 2009, including 'B-' to the senior unsecured debt,
'CCC+' to the subordinated debt, and 'A-' to equipment trust
certificates.


COOPER-STANDARD AUTOMOTIVE: Moody's Cuts Default Rating to 'D'
--------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Cooper-Standard Automotive Inc. to D from Caa3; lowered
the rating of the existing senior secured bank credit facilities
to Ca from Caa2; lowered the rating of the guaranteed senior
unsecured notes to C from Ca; and lowered the rating of the
guaranteed senior subordinated notes to C from Ca.  In a related
action the Corporate Family Rating was affirmed at Ca and the
Speculative Grade Liquidity Rating was affirmed at SGL-4.

The PDR of D reflects the expiration of the 30 day grace period on
the missed interest payments due June 15, 2009, under the
indenture for the 7% senior notes due 2012 and 8 3/8% senior
subordinated notes due 2014.  On July 15, 2009 Cooper-Standard
announced that it had secured a forbearance agreement through
August 14, 2009, with more than 75% of the holders of its 7%
senior notes due 2012 and a majority of the 8 3/8% senior
subordinated notes due 2014 relating to the non-payment of the
June 15 interest payments.

The company also agreed to a limited waiver through August 14,
2009, with lenders under its senior credit agreement for certain
events of default under the senior credit agreement, including the
Company's non-payment of the interest payments due on the notes on
June 15, 2009, within the applicable 30-day grace period.  The
waiver period will expire on July 28, 2009 if lenders under the
senior credit agreement do not provide a notice of continuation by
July 27, 2009.

The announcement also stated that the company's businesses will
continue to operate normally during this process.  However,
Moody's believes if Cooper-Standard is unsuccessful with
negotiating a debt restructuring the company will be forced to
file for Chapter 11.

Ratings Lowered:

  -- Probability of Default Rating, to D from Caa3

  -- Senior secured credit agreement for borrowers Cooper-Standard
     and Cooper-Standard Canada, to Ca (LGD3, 39%) from Caa2
     (LGD3, 39%) consisting of:

  -- guaranteed senior secured revolving credit (US$ denominated)
     at Cooper-Standard, due December 2010;

  -- guaranteed senior secured revolving credit (US$ or C$
     denominated) at Cooper-Standard Canada, due December 2010;

  -- guaranteed senior secured term loan A (C$ denominated) at
     Cooper-Standard Canada, due December 2010;

  -- guaranteed senior secured term loan B (US$ denominated) at
     Cooper-Standard Canada, maturing December 2011;

  -- guaranteed senior secured term loan C (US$ denominated) at
     Cooper-Standard, maturing December 2011;

  -- guaranteed senior secured term loan D (US$ and Euro
     denominated) at Cooper-Standard, maturing December 2011;

  -- guaranteed senior secured add-on Euro equivalent term loan E;

  -- Guaranteed senior unsecured notes maturing December 2012, to
     C (LGD5, 72%) from Ca (LGD5, 72%);

  -- Guaranteed senior subordinated unsecured notes maturing
     December 2014, to C (LGD6 96%) from Ca (LGD6 96%)

Ratings affirmed

  -- Corporate Family Rating, at Ca;
  -- Speculative Grade Liquidity Rating at SGL-4

The last rating action on Cooper-Standard was on May 18, 2009,
when the Probability of Default Rating was lowered to Caa3.

Cooper-Standard Automotive, Inc. headquartered in Novi, Michigan,
is a portfolio company of The Cypress Group and Goldman Sachs
Capital Partners.  It is a leading global manufacturer of fluid
handling systems (approximately 53% of revenues); and body
sealing, and noise, vibration, and harshness control systems
(approximately 47%) for automotive vehicles.  The company sells
about 80% of its products directly to automotive original
equipment manufacturers.  Annual revenues in 2008 were
approximately $2.6 billion.


DB ISLAMORADA: Wants Case Dismissed; Says Estate is Insolvent
-------------------------------------------------------------
DB Islamorada LLC asks the U.S. Bankruptcy Court for the Southern
District of Florida to dismiss its Chapter 11 case because its
estate is administratively insolvent and possesses no assets,
having sold all its real and personal property at court ordered
auctions to its secured creditors.

As a result of these sales, the Debtor explains there is no longer
any viable business to reorganize and no estate to administer.

As of the petition date, Debtor's secured obligations totalled
$25,465,426 and its unsecured debt was $1,880,433.

                        About DB Islamorada

Miami, Florida-based DB Islamorada LLC in developing a condominium
hotel in Islamorada, Monroe County, Florida.  The Company filed
for Chapter 11 relief on November 29, 2007 (Bankr. S.D. Fla. Case
No. 07-20537).  Andrew D. McNamee, Esq., and Patricia A. Redmond,
Esq., at Stearns Weaver Miller Weissler Alhadeff and Sitterson,
P.A, represent the Debtor as counsel.  In its schedules, the
Debtor listed total assets of $28,236,009 and total debts of
$27,546,060.


DEX MEDIA: Bank Debt Trades at 25% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 74.46 cents-
on-the-dollar during the week ended Friday, July 17, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.29
percentage points from the previous week, The Journal relates.
The loan matures on November 8, 2009.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 17, among the
144 loans with five or more bids.

Dex Media East, LLC -- http://www.rhd.com/ -- is a publisher of
the official yellow pages and white pages directories for Qwest
Communications International, Inc., in the states, where Qwest is
the primary incumbent local exchange carrier, such as Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota.


DUANE READE: S&P Assigns 'B-' Rating on $215 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue-level and '4' recovery ratings to Duane Reade Inc.'s
proposed $215 million senior secured notes due 2015.  The '4'
recovery rating indicates S&P's expectations for average (30%-50%)
recovery in the event of a payment default.  The 'CC' corporate
credit rating remains unchanged.  The outlook is negative.

S&P also assigned its 'CCC' issue-level and '6' recovery ratings
to the company's proposed $110 million subordinated notes due
2016.  The '6' recovery rating indicates S&P's expectations for
negligible (0%-10%) recovery in the event of a payment default.

"The 'CC' corporate credit rating reflects S&P's view of Duane
Reade's recent discounted offer ($875 for each $1,000 principal
amount) for the $195 million subordinated notes as a distressed
exchange and tantamount to a default," said Standard & Poor's
credit analyst Ana Lai.  This is based on S&P's view that Duane
Reade's highly leveraged capital structure may be unsustainable
over the intermediate term.  S&P expects to lower the corporate
credit rating to 'SD' and the rating on the existing subordinated
notes to 'D' following the completion of the tender offer.

The ratings on the proposed notes are based on S&P's preliminary
expectation that, if the tender offers and new debt transactions
are completed as contemplated, S&P would raise the corporate
credit rating to 'B-'.  This preliminary view recognizes that the
post-tender capital structure is likely to provide increased
financial flexibility as it extends debt maturities and improves
the company's liquidity position.  However, debt leverage would
remain very high since S&P expects to treat the preferred equity
investment as debt.

Proceeds from the proposed debt issues, as well as portion of a
$125 million preferred equity investment by entities associated
with Oak Hill Capital Partners LLC, will be used to fund the
tender offer for the company's existing $210 million senior
secured notes due 2010 and $195 million subordinated notes due
2011.

The proposed debt issues will be issued by Duane Reade Inc. and
Duane Reade (The New York General Partnership).  The notes will be
guaranteed by parent Duane Reade Holdings Inc. and the issuers'
direct and indirect existing and future subsidiaries.  The
$215 million secured notes will be secured by a first lien on all
assets, except assets securing the revolving credit facility, as
well as a second lien on the assets securing the revolving credit
facility.


DYNCORP INTERNATIONAL: Moody's Lifts Corp. Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded DynCorp International LLC's
Corporate Family Rating and Probability of Default Rating to Ba3
from B1, the company's senior secured bank facilities to Baa3 from
Ba1 as well as the company's senior subordinated notes to B1 from
B2.  The company's Speculative Grade Liquidity rating of SGL-2 was
affirmed and the outlook was changed to stable from positive.

The Ba3 Corporate Family Rating reflects DynCorp's favorable
competitive profile, reduced leverage, strong revenue growth, good
cash flow, and strong interest coverage metrics.  The rating is
supported by the company's good liquidity profile as evidenced by
the company's cash generation, strong cash position and revolver
availability.  The company's large backlog of business awards
further supports the rating.  The rating also considers the
company's sizeable government contracts and the trend towards
continued outsourcing initiatives by government agencies.  The
rating also reflects the high level of customer concentration
inherent in this type of services business, as business of this
nature will typically be sourced by the U.S. Department of Defense
or Department of State, as well as other government agencies in
the U.S. and abroad.  Business risks also include fixed price
contracts, competitive contract environments, security clearance
and safety issues, as well as the risk of cancellation or
expiration of contracts without renewal reflective of changes in
government policy, priorities, and focus.

The stable ratings outlook reflects Moody's expectation that
DynCorp will continue to experience revenue growth driven by its
backlog of awards and steady margins which should further
strengthen key performance metrics.

Ratings upgraded:

* Corporate Family Rating to Ba3 from B1;

* Probability of Default to Ba3 from B1;

* $200 million secured revolving credit facility to Baa3 (LGD2,
  11%) from Ba1 (LGD2, 14%);

* $200 million secured term loan to Baa3 (LGD2, 11%) from Ba1
  (LGD2, 14%);

* $417 million ($401m outstanding as of 4/03/09) 9.5% senior
  subordinated notes to B1 (LGD4, 68%) from B2 (LGD5, 71%).

Rating Affirmed:

* Speculative Grade Liquidity rating, SGL-2.

The outlook is stable.

The last rating action was on July 14, 2008, when the company's B1
Corporate Family Rating and positive rating outlook were affirmed.

DynCorp International LLC, headquartered in Falls Church, VA is a
provider of specialized services primarily to the U.S. Department
of Defense and Department of State.  The company previously had
three segments; International Security Services, Logistics &
Construction Management, and Maintenance & Technical Support
Services.  Recently, the company realigned the segments to: Global
Stabilization and Development Solutions, Global Platform Support
Solutions, and Global Linguist Solutions, a 51% owned joint
venture.  Principal services provided by DynCorp include training
civilian police in developing countries, foreign language
translation and interpretation services, conducting narcotics crop
eradication programs (in Asia and Latin America) and managing
aviation services and assets for the U.S. military at locations
across the U.S. and abroad.  Revenues for the fiscal year ending
April 3, 2009, were approximately $3.1 billion.


EDGAR BASILIO: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Edgar D. Basilio
                  dba Jed Adam Enterprises, Llc
                  dba Jened Properties, Llc
                  dba Basilio-Agcaoili Enterprises, Llc
                  dba E & J Home Care Services, Inc.
                  aka Basilio-Agcaoili Family Trust
                  dba Desert View Home Health, Inc.
               Jennifer A. Basilio
                  aka Jennifer Agcaoili
                  aka Basilio-Agcaoili Family Trust
                  dba Jed Adam Enterprises, Llc
                  dba Desert View Home Health, Inc.
                  dba Jened Properties, Llc
                  dba Basilio-Agcaoili Enterprises, Llc
                  dba E & J Home Care Services, Inc.
              6286 W. Haleh Avenue
              Las Vegas, Nv 89141

Bankruptcy Case No.: 09-22636

Chapter 11 Petition Date: July 16, 2009

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

Debtors' Counsel: Edward S. Coleman, Esq.
                  Coleman Law Associates
                  9708 South Gilespie Street, Ste A-106
                  Las Vegas, Nv 89183
                  Tel: (702) 699-9000
                  Fax: (702) 699-9006
                  Email: Mail@Coleman4law.Com

Total Assets: $2,266,597

Total Debts: $2,452,322

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

     http://bankrupt.com/misc/nvb09-22636.pdf

The petition was signed by the Joint Debtors.


ENERGAS RESOURCES: Posts $177,329 Net Loss in Qtr. Ended April 30
-----------------------------------------------------------------
Energas Resources, Inc., posted a net loss of $177,329 for three
months ended April 30, 2009, compared with a net loss of $42,914
in the same period in the previous year.

At April 30, 2008, the Company's balance sheet showed total assets
of $1,843,868, total liabilities of $744,641 and stockholders'
equity of $1,099,227.

The Company related that its inability to generate profits may
force the Company to curtail or cease operations.  The Company
related that it plans to generate profits by drilling productive
oil or gas wells, by holding private sale of its securities or by
borrowing from third parties.  The Company may not be successful
in raising the capital needed to drill oil or gas wells.

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

               http://ResearchArchives.com/t/s?3f5b

Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.

                        Going Concern Doubt

Murrell, Hall, McIntosh & Co PLLP, in Oklahoma City, expressed
substantial doubt about Energas Resources' ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended January 31, 2008, and
2007.  The auditing firm pointed to the Company's recurring losses
from operations.


ENVIRONMENTAL TECTONICS: Posts $770,000 Net Income for May Qtr
--------------------------------------------------------------
Environmental Tectonics Corporation posted a net income of
$770,000 for the 13 weeks ended May 29, 2009, compared to a net
loss of $1,491,000 for the same period ended May 30, 2008.

The Company posted total assets of $35,538,000 and total
liabilities of $37,486,000, at May 29, 2009.

On April 24, 2009, Environmental Tectonics entered into a
transaction with H.F. Lenfest that provided for the following upon
the satisfaction of certain conditions, including the receipt of
the approval of the Company's shareholders to certain components
of the transaction: (i) a $7,500,000 credit facility provided by
Lenfest to ETC; (ii) exchange of the Subordinated Note held by
Lenfest, together with all accrued interest and warrants issuable
under the Subordinated Note, and all Series B Preferred Stock and
Series C Preferred Stock held by Lenfest, together with all
accrued dividends thereon, for a new class of preferred stock,
Series E Preferred Stock, of the Company; and (iii) the guarantee
by Lenfest of all of ETC's obligations to PNC Bank, National
Association in connection with an increase of the existing
$15,000,000 revolving line of credit with PNC Bank to $20,000,000,
and in connection with this guarantee, the pledge by Lenfest to
PNC Bank of $10,000,000 in marketable securities.

On July 2, 2009, the Company held its 2009 Annual Meeting of
Shareholders, at which the Company obtained the Shareholder
Approvals.  Following the receipt of the Shareholder Approvals,
the Series E Exchange and increase of the 2007 PNC Credit Facility
have been completed.

A full-text copy of the Form 10-Q filing is available at no charge
at http://ResearchArchives.com/t/s?3f7f

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.


ENVIROSOLUTIONS HOLDINGS: S&P Cuts Corp. Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on EnviroSolutions Holdings Inc. to 'CCC'
from 'CCC+'.  The outlook is negative.

At the same time, Standard & Poor's lowered the bank loan ratings
on EnviroSolutions Real Property Holdings Inc.'s $210 million
senior secured credit facilities to 'CCC' (same as the corporate
credit rating) from 'B-' and revised the recovery rating to '3',
indicating the expectation for meaningful (50%-70%) recovery in
the event of a payment default, from '2'.  EnviroSolutions Real
Property Holdings is a wholly owned subsidiary of ESI.

"The downgrade reflects weaker-than-expected earnings as
recessionary conditions and ESI's exposure to subdued
construction-and-demolition waste volumes continue to adversely
affect the company," said Standard & Poor's credit analyst Ket
Gondha.

With significant interest expense and negative free operating cash
flow depleting the company's liquidity, S&P is concerned that ESI
may violate its financial covenants within a few months.  Barring
a sharp rebound in demand, ESI will likely need to restructure its
capital structure to remain solvent longer term.

The ratings on the Manassas, Va.-based solid waste management
company reflect its narrow scope of activities, high interest
burden contributing to negative free cash flow, limited liquidity,
and minimal cushion under financial covenants.  Favorable overall
industry characteristics and the company's decent competitive
positions in two densely populated regional markets are unable to
meaningfully offset a very highly leveraged balance sheet.

The outlook is negative.  S&P believes operating earnings are
likely to remain weak for the next several quarters and negative
free cash flow could further erode the company's liquidity.  S&P
is also concerned that EnviroSolutions may violate the financial
covenants under its credit agreement or be unable to service its
debt, barring a contractual agreement with debtholders such as an
amendment or waiver.  Without a sharp improvement in operating
trends this year, S&P believes that the company may need to
restructure its balance sheet to reduce its onerous debt burden.

While unlikely in the near term, S&P could raise the ratings if
EnviroSolutions can raise additional equity or if operating
conditions reverse such that concerns related to the financial
profile (including cushion under covenants) are addressed.


FIRST PIEDMONT: Shut By Receiver: First American Assumes Deposits
-----------------------------------------------------------------
First Piedmont Bank, Winder, Georgia, was closed July 17 by the
Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First American Bank and Trust Company, Athens,
Georgia, to assume all of the deposits of First Piedmont Bank.

First Piedmont Bank's two offices will reopen today, Monday as
branches of First American Bank and Trust Company.  Depositors of
First Piedmont Bank will automatically become depositors of First
American Bank and Trust Company.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage. Customers should continue to use their existing branches
until First American Bank and Trust Company can fully integrate
the deposit records of First Piedmont Bank.

Over the weekend, depositors of First Piedmont Bank can access
their money by writing checks or using ATM or debit cards.  Checks
drawn on the bank will continue to be processed.  Loan customers
should continue to make their payments as usual.

As of July 6, 2009, First Piedmont Bank had total assets of $115
million and total deposits of approximately $109 million.  First
American Bank and Trust Company paid a deposit premium of 1.01
percent. In addition to assuming all of the deposits of the failed
bank, First American Bank and Trust Company agreed to purchase
approximately $111 million of assets. The FDIC will retain the
remaining assets for later disposition.

The FDIC and First American Bank and Trust Company entered into a
loss-share transaction on approximately $90 million of First
Piedmont Bank's assets.  First American Bank and Trust Company
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-sharing arrangement is projected
to maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-367-2717.  Interested parties can also
visit the FDIC's Web site at"

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $29 million.  First American Bank and Trust
Company's acquisition of all the deposits was the "least costly"
resolution for the FDIC's DIF compared to alternatives. First
Piedmont Bank is the 54th FDIC-insured institution to fail in the
nation this year, and the tenth in Georgia. The last FDIC-insured
institution to be closed in the state was Neighborhood Community
Bank, Newnan, on June 26, 2009.


FLEETWOOD ENTERPRISES: Court Establishes August 28 Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established August 28, 2009, at 5:00 p.m. as the bar date for
the filing of proofs of claim in Fleetwood Enterprises, Inc., et
al.'s bankruptcy cases.

The governmental unit bar date is 5:00 p.m. on September 8, 2009.

Proofs of claim may be filed in person, by courier, hand delivery,
overnight, or first class mail to the Bankruptcy Court, in care of
Kurtzman Carson Consultants LLC, the court-appointed agent for the
Debtors, at:

     a) If by mail:

     United States Bankruptcy Court
     Fleetwood Claims Processing
     c/o Kurtzman Carson Consultants LLC
     P.O. Box 1070
     Riverside, A 92502-1070

    b) If by overnight delivery/hand delivery

    United States Bankrutpcy Court
    Fleetwood Claims Processing
    c/o Kurtzman Carson Consultants LLC
    3420 Twelfth Street
    Riverside, California 92501

A proof of claim will be deemed timely filed only if the original
is actually received on or before 5:00 p.m. on the applicable bar
date.

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

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

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


FLEETWOOD ENTERPRISES: Files New Schedules of Assets and Debts
--------------------------------------------------------------
Fleetwood Enterprises, Inc., has filed with the U.S. Bankruptcy
Court for the Central District of California an amended schedule
of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property                  $162,089
  B. Personal Property           $22,572,427
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $81,438,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $700,276
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $183,019,722
                                 -----------     ------------
        TOTAL                    $22,734,516     $265,157,998

A copy of Fleetwood Enterprises' schedules is available at:

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

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

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


FLEETWOOD ENTERPRISES: Court OKs Sale Process for Housing Assets
----------------------------------------------------------------
The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California approved the bidding procedures
that governs the sale of housing assets of Fleetwood Enterprises
Inc and its debtor-affiliates.

Cavco Industries Inc. and Third Avenue Trust were named as
stalking-horse bidder for the Debtors' assets.

A bid for the Debtors' assets must be accompanied by a deposit in
the amount of $2.1 million.  The bid must equal or exceed the sum
of:

    i) The minimum cash component of purchaser's offer of
       $28.9 million for the housing assets; plus,

   ii) The minimum overbid amount of $950,000, which
       represents: (a) a break-up fee payable to the
       purchaser in the amount of $450,000; (b) reimbursement
       of actual, reasonable expenses of the purchaser up to
       $400,000, and (c) an overbid in the amount of $100,000.

All bids must be delivered by August 4, 2009, no later than
4:00 p.m. Pacific Time.

An auction will be held on August 7, 2009, at 10:00 a.m., Pacific
Time, at the offices of Gibson, Dunn & Crutcher LLP, 3161
Michelson Drive in Irvine, California, followed by a sale hearing
on August 12, 2009, at 1:30 p.m., Pacific Time.

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

                             *   *   *

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


FORT GORDON: Moody's Downgrades Rating on 2006 Revenue Bonds
------------------------------------------------------------
Moody's Investors Service has downgraded to Baa1 from A3 the
rating on Fort Gordon Housing LLC Taxable Military Revenue Bonds
Series 2006 Class I.  The Baa2 rating on the Class II bonds has
been affirmed.  The downgrade incorporates the funding of the Debt
Service Reserve Funds for the Bonds each by way of a Debt Service
Reserve Fund Surety Bond provided by Ambac.  Ambac is currently
rated Ba3 with a developing outlook.  Moody's considers the Debt
Service Reserve Fund to be an important component of support for
the Bonds and therefore a key factor in the rating.

                            Strengths

  -- Weighted average Basic Allowance for Housing (BAH) increased
     by an annual average of 12.09% and 9.64%for the years 2009
     and 2008, respectively which is above the assumed
     underwriting pro forma

  -- Fort Gordon new construction is complete with the project
     exhibiting average annial occupancy of 93.58% for 2008

  -- The developer/manager of the housing is Balfour Beatty
     Communities (former GMH) who is an experienced developer and
     manager of military housing

                            Challenges

  -- The debt service reserve fund surety is provided by Ambac,
     which is currently rated Ba3 with a developing outlook.

  -- Deployment of troops could result in decreased occupancy
     levels at the project.  This risk is mitigated by the
     adequate operating performance of the properties

  -- Real estate in the Augusta area remains affordable giving
     personnel more options

                       Recent Developments

The Initial Development Period is scheduled to end in 2012.  New
construction was completed as of April 2008 (ahead of schedule).
Renovations are on track and on-going.  The minimum unit online
requirement continues to be met at 886 units.

As of December 31, 2008, the installation contained approximately
1,016 units.  In addition to the 310 completed new units, 271
units are being renovated and 306 are being converted to larger
four-bedroom homes.  There have been no deployment issues and the
project maintains a waiting list of over 400.  The ratio of
eligible families to unit is 8 to 1, keeping projected occupancy
very high as units still need to be demolished.  The scope of the
project is conservative as only 11 units are to be built over the
conveyed 886 also keeping demand for these units high.

Audited financial statements for 2008 show a year over year
increase in revenues of an approximate 7%.  This, in addition to a
12% increases in BAH for 2009 exhibit the strong performance of
the project.  Debt service coverage well exceeds the structured
requirements of 1.20x and 1.14x of Class I and II bonds,
respectively.

                             Outlook

The rating outlook on the bonds is stable.

                 What Could Change The Rating Up

  -- An increase in debt service coverage levels

  -- Replacement of the debt service reserve with cash or an
     appropriate rated surety provider

                What Could Change The Rating Down

  -- BAH levels decreasing or a prolonged period of no growth
  -- Future declines in debt service coverage levels
  -- Future declines in occupancy

The last rating action was on April 17, 2007, when the Series
bonds were affirmed.


GATSBY HOUSE LTD: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Gatsby House Ltd LLP
        720 South Seventh Street
        Las Vegas, NV 89101

Bankruptcy Case No.: 09-22616

Chapter 11 Petition Date: July 16, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Valner L. Johnson, Esq.
            Law Office Valner L. Johnson LLC
            2504 Festive Court
            North Las Vegas, NV 89032
            Tel: (702) 278-4641

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

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

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

         http://bankrupt.com/misc/nvb09-22616.pdf

The petition was signed by Charles Timson.


GENERAL MOTORS: Buyers Have Until Today to Submit Opel Final Bids
-----------------------------------------------------------------
Jeff Green and Chris Reiter at Bloomberg News report that Magna
International Inc., RHJ International SA and Beijing Automotive
Industry Holding Co. have until today, July 20, to submit final
offers for General Motors Corp.'s European unit Opel.

Bloomberg relates GM said in a statement that once received, the
final bids and GM's preliminary findings will be reviewed with the
government in Germany and with other countries affected, as well
as with the EU Commission and the Opel/Vauxhall Trust Board, set
up by Germany as part of the agreement for government bridge
loans.  Citing one of the people with knowledge of the plans,
Bloomberg discloses GM will present the Opel trust board with
preliminary analysis by Wednesday, July 22.  According to
Bloomberg, GM intends to have a recommendation by the following
week to present to its board of directors and the U.S. Treasury.
Bloomerg notes the person said the recommendation, if approved,
could come back to the Opel trust board for review that same week.
The trust board must approve any bid before a deal is signed,
Bloomberg says.

                         Loan Guarantees

As reported in the Troubled Company Reporter-Europe on July 17,
2009, The Wall Street Journal said 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.  The WSJ disclosed German politicians, facing
national elections September 27, pledged to support Magna's plan
with EUR4.5 billion (US$6.3 billion) in loan guarantees.  German
officials pointed out GM couldn't complete a deal without
Germany's aid and approval, the WSJ said.  According to the WSJ,
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.

                          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)


HANLEY-WOOD: Bank Debt Trades at 62% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Hanley-Wood is a
borrower traded in the secondary market at 37.70 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.10 percentage
points from the previous week, The Journal relates.  The loan
matures on August 1, 2012.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 17, among the 144 loans
with five or more bids.

Hanley-Wood, LLC -- http://www.hanleywood.com/-- publishes about
30 magazines and trade journals for the residential and commercial
construction markets, including Builder, residential architect,
and EcoHome. The unit also publishes related e-newsletters
BuilderJobs) and Web sites (Builder Online).  Hanley-Wood's
Exhibition unit produces rade shows, conferences, and other
industry events such as World of Concrete.  The Company
additionally offers marketing communication services (Hanley Wood
Marketing) and real estate research and information (Hanley Wood
Market Intelligence).


HUNTSMAN ICI: Bank Debt Trades at 8% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 91.19 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.81 percentage
points from the previous week, The Journal relates.  The loan
matures on April 23, 2014.  The Company pays 150 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 17,
among the 144 loans with five or more bids.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.


HCA INC: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 92.40 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.99 percentage
points from the previous week, The Journal relates.  The loan
matures on November 6, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 17,
among the 144 loans with five or more bids.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.


IDEARC INC: Bank Debt Trades at 58% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 41.83 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.71 percentage
points from the previous week, The Journal relates.  The loan
matures on November 17, 2014.  The Company pays 200 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating while Standard & Poor's has assigned a default rating
on the bank debt.  The debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 17, among the 144 loans with five or more
bids.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.   Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

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


IMAGINE ADOPTION: Minister Helps Out to Complete Adoptions
----------------------------------------------------------
Chip Martin at The London Free Press reports that London MPP Deb
Matthews, Ontario's minister for children, said that she's
following the situation at Imagine Adoption and is doing her best
to ensure foreign adoptions started by the agency are completed.

Free Press relates that about 400 families are affected by Imagine
Adoption's bankruptcy.  According to the report, Ms. Matthews said
that about 20 adoptions are awaiting federal paperwork like visas
and that she's working with Jason Kenney, the federal citizenship
and immigration minister, "to speed that process".

Imagine Adoption said that it owed $800,000 to 400 families and
that its assets of $723,004 were $363,000 less than its
liabilities, Free Press states.

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

BDO Dunwoody Limited, which provides financial recovery services
in Ontario, Canada, said that an assignment in bankruptcy was
executed for the Kids Link, which operates as Imagine Adoption.
BDO said that it will be appointed as the trustee in bankruptcy.

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


INSTANT WEB: Likely Covenant Violation Cues S&P to Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Chanhassen, Minnesota-based direct-mail
marketing services provider Instant Web Inc. by two notches.  The
corporate credit rating was lowered to 'CCC' from 'B-'.  The
rating outlook is negative.

"The ratings downgrade reflects S&P's concern of a potential
covenant violation as early as the fourth quarter of 2009, when
the net debt to EBITDA covenant under the company's first-lien
senior credit facility steps down, and S&P's expectation that
credit measures will continue to deteriorate over the next few
quarters," explained Standard & Poor's credit analyst Ariel
Silverberg.

This stems from S&P's current expectation that demand from
financial services customers will continue to be soft through 2009
(revenue from financial services customers represented nearly 50%
of total revenue in 2008), resulting in a revenue and EBITDA
decline in the low- to mid-20% range and low- to mid-teens
percentage range, respectively, for 2009.

At March 31, 2009, the cushion with respect to the company's net
debt to EBITDA covenant on its first-lien credit facility was
approximately 10%.  Given S&P's expectation for continued volume
declines, S&P expects this cushion will deteriorate to
approximately 5% in the third quarter of this year.  Also at
March 31, 2009, EBITDA coverage of cash interest was weak, at
1.3x, and S&P expects this measure to fall to around 1.25x by the
end of the year.  If a covenant violation occurs and an amendment
is granted, S&P would expect higher pricing under the bank
facility, which, under S&P's estimate, would result in EBITDA
coverage of interest falling to about 1.15x in 2010.

In addition, S&P expects debt service coverage (pro forma for an
increase in pricing on the senior credit facility and for annual
amortization payments totaling $2.5 million) will be approximately
1.2x at the end of 2009, falling to around 1.0x by the end of
2010.  While the company had excess cash on at March 31, 2009, S&P
expects these funds will begin to be depleted beginning in the
next few quarters to cover minimum capital expenditures given
S&P's expectation for reduced EBITDA and higher interest expense,
in the event an amendment is granted.  This could result in a need
for the company to restructure its obligations to ensure
sufficient liquidity going forward.

The 'CCC' rating on Instant Web, a wholly owned subsidiary of IWCO
Direct Inc., reflects the possibility of a near-term covenant
violation, the company's high debt leverage, its narrow business
focus in a competitive operating environment, and customer
concentration within the financial services industry.

Instant Web is a private company and therefore does not publicly
disclose its financial information, but S&P believes that credit
measures are in line with the current rating.


LANG HOLDINGS: Files for Ch. 11; to Sell All Assets
---------------------------------------------------
Lang Holdings Inc. filed for Chapter 11 protection before the U.S.
Bankruptcy Court for the District of Delaware on July 16, 2009.

Sun Lang Finance, LLC, has committed to provide up to $8.5 million
in debtor-in-possession financing.  The loans are subject to
approval by the Bankruptcy Court.

The Company is looking to sell substantially all of its assets
pursuant to Section 363 of the Bankruptcy Code.  The Company,
according to Reuters, said it sought a 'stalking horse' bidder
through discussions with certain interested parties, and received
two formal letters of intent.  The Company, according to Reuters,
said neither of the offers was deemed acceptable to its
prepetition lenders.

Lang Holdings is a U.S. calendar and stationery products supplier.
It has proprietary licensing agreements with several major U.S
professional sports leagues.

The Company disclosed between $50 million and $100 million in
total assets, and between $10 million and $50 million in total
debts in its petition.


LAS VEGAS SANDS: Bank Debt Trades at 29% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 70.94 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.59 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 17, among the 144 loans
with five or more bids.

Meanwhile, participations in a syndicated loan under which
Venetian Macau US Finance Co. LLC is a borrower traded in the
secondary market at 87.57 cents-on-the-dollar during the week
ended Friday, July 17, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 2.61 percentage points from the previous
week, The Journal relates.  The loan matures on May 25, 2013.  The
Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B3 rating and Standard &
Poor's B- rating.  The debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 17, among the 144 loans with five or more
bids.

Las Vegas Sands Corp.  -- http://www.lasvegassands.com/-- and its
subsidiaries develop multi use integrated resorts worldwide.  It
owns the Venetian resort-hotel-casino and the Sands Expo and
Convention Center in Las Vegas, Nevada; and The Sands Macao Casino
in Macao, the People's Republic of China. Venetian Macao is a
wholly-owned subsidiary of Las Vegas Sands Corp. VML owns the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao and is also developing additional
casino hotel resort properties in Macao.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LUMINENT MORTGAGE: Emerges from Chapter 11 Protection
-----------------------------------------------------
Luminent Mortgage Capital Inc said that its second amended joint
plan of reorganization became effective and it has emerged from
Chapter 11 protection after the U.S. Bankruptcy Court for the
District of Maryland confirmed the Debtor's plan on June 30, 2009,
according to BankruptcyData.com.

As reported by the Troubled Company Reporter on July 7, 2009, the
Plan treats claims against, and interests in, the Debtor in this
manner:

    i) holders of administrative claims, priority tax claims and
       priority non-tax claims will be paid in full in cash;

   ii) holders of Arco secured claims will receive 46% of the
       equity in the reorganized company;

  iii) holders of other secured claims will be paid in full;

   iv) holders of general unsecured claims will receive
       distributions from a general unsecured distribution fund, a
       share of a subsequent unsecured distribution amount and
       29% of the equity in the reorganized company;

    v) holders of general unsecured opt-out claims, convenience
       opt-out claims, TRUPs opt-out claims and interests in the
       Company will receive no distribution;

   vi) holders of convenience claims will receive a share of a
       convenience class fund; and

  vii) holders of subordinated TRUPs claims will receive
       distributions from a general unsecured distribution fund, a
       share of a subsequent unsecured distribution amount and
       29% of the equity in the reorganized company, provided,
       however, that the distributions to these creditors will be
       paid directly to the senior indenture trustee for further
       distribution to the holders of senior note claims to the
       extent necessary to comply with the contractual
       subordination provisions in the subordinated TRUPS
       indenture or senior notes indenture.

In addition, a share of 5% of the reorganized equity units will be
distributed directly to the subordinated TRUPs trustees for
distribution to holders of the subordinated TRUPS and not subject
to contractual subordination, the report relates.

A full-text copy of the disclosure statement explaining the
Debtors' Second Amended Plan is available at:

       http://bankrupt.com/misc/luminent.2ndAmendedDS.pdf

A full-text copy of Debtors' Second Amended Joint Plan of
Reorganization is available at:

      http://bankrupt.com/misc/luminent.2ndAmendedPlan.pdf

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.


LYONDELL CHEMICAL: Enters into Second Amendment to DIP Pact
-----------------------------------------------------------
After operating under the DIP Term Loan Credit Agreement for
several months, Lyondell Chemical Co. and the DIP Lenders have
entered into a "first amendment" to the DIP Credit Agreement to
amend certain provisions to better accommodate certain aspects of
the Debtors' business operations.  The DIP Term Loan First
Amendment will enable the Debtors to engage in certain business
activities and adjust the delivery requirements for certain
forecasts and recommendations outlined in the DIP Credit
Agreement.

Subsequently, the Debtors have determined that a technical
amendment to the DIP Credit Agreement is necessary to correct the
unintentional discrepancy in the definition of Base Rate so that
it will conform to the Base Rate calculation under the Senior
Credit Agreement, causing the Roll-Up DIP Loans to bear interest
at the same as the loans outstanding under the Senior Credit
Agreement.

By this motion, the Debtors seek the Court's authority to enter
into a "second amendment" to the DIP Credit Agreement executed
with UBS AG, Stamford Branch, as administrative agent and
collateral agent, and certain lenders.

Specifically, the DIP Term Loan Second Amendment inserts this
language in the definition of Base Rate under DIP Credit
Agreement: "provided that in the case of Roll-Up Loans, in the
event the Base Rate as calculated is less than 4.15%, the Base
Rate for Roll-Up Loans will equal (x) the product of 62% times
4.25% plus (y) 38% times the Base Rate as calculated."  Moreover,
upon effectiveness of the DIP Term Loan Second Amendment, the
Debtors will pay to UBS, as administrative agent under the DIP
Credit Agreement, for the benefit of the Roll-Up Lenders an
amount equal to, with respect to the period beginning on the
Roll-Up Date and ending on June 22, 2009, the difference between
(i) the aggregate amount of interest on the Roll-Up Loans
calculated at the Base Rate for that period plus the Applicable
Rate actually in effect from time to time during the period, and
(ii) the aggregate amount of interest paid to the Roll-Up Lenders
with respect to the Roll-Up Loans for that period.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, reminds the Court that the Final DIP Order authorized
the Debtors to make any material modification or amendment to any
of the DIP Documents provided that notice is first filed with the
Court.  He notes that material modifications include any
modification that will increase the rate or any other fees or
charges payable under the DIP Credit Agreement.

Since correcting the definition of the Base Rate in the DIP
Credit Agreement may increase the interest rate payable on the
Roll-Up DIP Loans, it constitutes a material modification, and
notice to parties-in-interest is required.  If there is a timely
objection, approval of the Court is necessary before the Debtors
may execute the DIP Term Loan Second Amendment, Mr. Ellenberg
relates.  Indeed, he points out, the changes effectuated by the
DIP Term Loan First Amendment do not constitute material
modifications to the DIP Credit Agreement, and do not require
notice to parties-in-interest.  However, the DIP Lenders have
conditioned the effectiveness of the DIP Term Loan First
Amendment on the Court's approval of the DIP Term Loan Second
Amendment, he discloses.  He also clarifies that the DIP Term
Loan Second Amendment merely corrects an error in the original
DIP Credit Agreement and does not reflect a new understanding
between the parties.  Thus, approval of the DIP Term Loan Second
Amendment is both necessary and appropriate, he maintains.

Judge Gerber will consider the Debtors' request on July 22, 2009.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes Employee Incentive Program
------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Lyondell
Chemical Co. and its affiliates seek the Bankruptcy Court's
authority to implement certain incentive and bonus programs for
their employees, including a (i) management incentive plan, (ii)
non-insider employee retention plan, (iii) discretionary bonus
plan, and (iv) hardship plan.

A.  Management Incentive Plan

The Debtors' Management Incentive Plan applies to 325 of the
Debtors' senior officers and managers who occupy positions
critical to the operation of the Debtors' ongoing businesses and
to the realization of the Debtors' specific reorganization goals,
says Christopher R. Mirick, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York.  The Management Incentive Plan is similar
to the Debtors' prepetition incentive plans as it links the
employees' compensation with companywide performance, he notes.

Before payouts under the Management Incentive Plan will occur,
the Debtors and their non-Debtor affiliates must achieve a
minimum average monthly EBITDAR of $133 million for the
applicable performance period of January 1, 2009, through the
effective date of the Debtors' confirmed reorganization plan.  At
the end of the Management Incentive Plan Performance Period, if
the average monthly EBITDAR equals or exceeds Minimum EBITDAR,
the Debtors' officers and senior managers will be automatically
eligible to receive payouts for the number of months in the
Management Performance Period.  The aggregate target payout under
the Management Incentive Plan at Minimum EBITDAR will be less
than 1.5% of the EBITDAR generated during the Minimum Performance
Period, or a target aggregate cost of less than $30 million if
average EBITDAR is $175 million.  If achieved EBITDAR is greater
than Minimum EBITDAR, payouts under the Management Incentive Plan
will increase proportionally, but are capped at a maximum payout
of less than $45 million.  In the event that Minimum EBITDAR is
met, payments under the Management Incentive Plan will be made in
cash and will commence after the Plan Effective Date.

B. Non-Insider Employee Retention Plan

The Debtors' Non-Insider Employee Retention Plan applies to 350
of the Debtors' employees who occupy positions that are critical
to the Debtors' reorganization, or who are high talent and would
be difficult to re-recruit in the current market, Mr. Mirick
points out.  He notes that the Retention Plan has been tailored
to provide incentives to the Debtors' critical non-insider
employees to remain with the Debtors and to achieve a timely
emergence from Chapter 11.  The Debtors estimate that the total
aggregate payout under the Retention Plan will be up to $15
million, with up to $10 million to be allocated immediately and
the balance to be held in reserve for additional discretionary
retention payments.  Eligibility for awards and the amounts and
timing of payments under the Retention Plan will be determined by
human resource professionals and senior management of the
Debtors, and will be subject to approval by the Executive
Committee of the Debtors' officers.  Total retention payments for
any individual participant will not exceed 30% of the
participant's base salary over a retention period of not less
than one but not longer than three years, Mr. Mirick discloses.

C. Discretionary Bonus Plan

The Debtors' Discretionary Bonus Plan is a modified continuation
of their prepetition compensation structure, which allowed for
discretionary special performance awards to recognize
extraordinary contributions by individual employees.  The
Discretionary Bonus Plan will reward employees who have
demonstrated achievement of significant cost savings or revenue
improvements for the Debtors, Mr. Mirick relates.  Under the
Discretionary Bonus Plan, bonus payments of not more than $10,000
per award may be awarded at the sole discretion of the Executive
Committee.  Employees would be eligible to receive multiple
awards.  Only non-officer employees are eligible for
participation in the Discretionary Bonus Plan -- none of the
individuals selected for participation in the Discretionary Bonus
Plan will be insiders of the Debtors, he assures the Court.  He
adds that estimated total expenditure for the Discretionary Bonus
Plan will not exceed $1 million.

D. Hardship Plan

The Debtors' Hardship Plan is for former employees and their
dependents that have a claim for unsecured deferred compensation
or life insurance benefits against the Debtors and are facing
substantial economic hardship as a result in the delay in payment
or non-payment caused by the Debtors' bankruptcy.  Mr. Mirick
discloses that payouts under the Hardship Plan will be limited to
certain extenuating circumstances where a former employee
demonstrates an urgent or dire financial need coupled with a lack
of income to fulfill this need and applications must be supported
by appropriate documentation with respect to the applicant's
income, expenses and assets.  A maximum payout of $40,000 will be
given to an individual retiree or his or her dependent, he says.
He notes that the Hardship Plan will be used to address
documented hardships and is not intended to result in payment in
full of an applicant's prepetition claims against the Debtors.
In addition, the Hardship Plan is limited to those eligible
individuals with potential claims against the Debtors greater
than $5,000.  He adds that estimated total expenditure for the
Hardship Plan will not exceed $2 million.

Mr. Mirick stresses that the Debtors' current financial situation
has raised substantial concerns for the Debtors' employees, and
the suspension of certain of the Debtors' prepetition incentive
programs has reduced the previously competitive compensation the
Debtors can pay those employees.  He says that employees'
concerns are further exacerbated by the Debtors' ongoing efforts
to control costs and implement workforce reductions.

Against this backdrop, Mr. Mirick asserts that preserving and
enhancing the value of the Debtors' estates depends on
maintaining the focus, morale and loyalty of the Debtors'
workforce through the provision of the Incentive Program.  He
points out that the absence of medium and long-term incentive
compensation during the Debtors' reorganization will increase the
likelihood of employee dissatisfaction and departures.  He also
assures the Court that the Incentive Program complies with
Section 503(c) of the Bankruptcy Code because awards under the
Incentive Program are not provided to induce the employees to
remain with the Debtors, but rather to incentivize and reward
those employees tied directly to critical restructuring related
goals to enhance the value of the Debtors' estates.

Judge Gerber will consider the Debtors' request on July 21, 2009.

                          USW Reacts

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, points out that the Debtors should present evidence that
the Management Incentive Plan is necessary to attain the targeted
EBITDAR, and that the potential cost of $45 million is reasonable
under the circumstances.

The USW further argues that the individuals who are subject to
the Committee of Unsecured Creditors' potential action for
fraudulent transfers should not receive any payments under the
Management Incentive Plan unless and until they are found
innocent.

The USW notes that the Debtors failed to provide any evidentiary
basis that the 350 employees under the Retention Plan are
"critical" to the reorganization.  Under the Bonus Plan, the USW
stresses that the Debtors did not provide basis on how they will
determine whether an employee has made an "extraordinary
contribution."  The USW also contends that the Hardship Plan
improperly seeks to circumvent the priority scheme of Section 507
of the Bankruptcy Code.  There is no "hardship" exception in
Section 507 that affords one general unsecured creditor better
treatment than others simply because Debtors think it fair, the
USW adds.

For these reasons, the USW asks the Court to deny the Debtors'
Motion.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes J. Gallogly as Manager and CEO
----------------------------------------------------------
Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code,
Lyondell Chemical Co. and its affiliates seek the Bankruptcy
Court's approval of an employment agreement they entered into with
James L. Gallogly, whereby Mr. Gallogly will serve (i) as manager
and chief executive officer of the board of managers of Debtor
LyondellBasell AFGP S.a.r.l., and (ii) as chief executive of
Debtor Lyondell Chemical Company.

LBI GP is a general partner of Debtor and parent LyondellBasell
Industries AF S.C.A.

George A. Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Mr. Gallogly succeeds Volker Trautz who
retired as chief executive officer of LBI.  He discloses that the
Supervisory Board was tasked with overseeing the selection
process of a new CEO.  After a multiple-stage screening process,
including follow-up interviews, consulting with references and
conducting thorough due diligence of the candidates, the Debtors
determined that Mr. Gallogly was the most qualified of the
Candidates to assume the roles of Manager and CEO of the Board of
Managers of SARL and CEO of LCC, he notes.

Mr. Davis notes that the Employment Agreement is to take effect
as of May 14, 2009.  If the Debtors' emergence has not occurred
on or before December 31, 2011, the Employment Agreement will
expire on December 31, 2011, unless Mr. Gallogly agrees to allow
the Employment Agreement to continue in accordance with the
initial term.

Pursuant to the Employment Agreement, Mr. Gallogly will be paid
in these terms:

  (a) a base salary of $1,500,000 per year;

  (b) a signing bonus of $2,500,000, payable within five days
      after the approval date;

  (c) an annual cash bonus based on the attainment of
      performance targets to be agreed in advance each year
      between Mr. Gallogly and the Board of Directors, which
      will range from $0 to 200% of Base Salary, depending on
      the level of achievement of the applicable performance
      criteria established.  For 2009, the bonus will be 200% of
      the Base Salary earned from the Effective Date to the end
      of December 31, 2009 on a prorated basis;

  (d) entitlement to participate in an incentive plan with other
      members of Lyondell's senior management team, in an amount
      as may be determined by the Board of Directors, whereby
      1.1% to 2.0% of Lyondell's Consolidated EBITDAR, during
      each of the first three years after emergence, or another
      amount as may be determined by the Board of Directors in
      consultation with Mr. Gallogly on an annual basis, will be
      allocated for senior management bonuses, to be paid out
      over time as established by the Board of Directors;

  (e) after Emergence, LBI will issue Mr. Gallogly restricted
      shares of its common stock valued at $25 million
      consistent with the valuation of LBI's common stock shares
      in a reorganization plan and confirmed by the Court and
      options to purchase an additional number of shares equal
      to 1% of the shares of Common Stock to be outstanding
      pursuant to the Reorganization Plan at the time of
      Emergence.  The Emergence Restricted Stock will vest on
      the fifth anniversary of the Effective Date, provided that
      Mr. Gallogly remains employed by Lyondell through that
      date.  The Emergence Options will vest and become
      exercisable on a schedule that is equivalent to five equal
      annual installments commencing on the first anniversary of
      the Effective Date, provided that Mr. Gallogly remains
      employed by Lyondell through each applicable vesting date.
      The exercise price of the Emergence Options will be
      equal to the value per share of the Common Stock in the
      Reorganization Plan and the Emergence Options will be
      exercisable for a period of seven years after the date of
      the grant, including if Mr. Gallogly's employment ends at
      or after the expiration of the Employment Agreement; and

  (f) entitlement to participate in or receive benefits under
      any pension plan, profit sharing plan, stock option plan,
      stock purchase plan or arrangement, health, disability and
      accident plan or any other employee benefit plan or
      arrangement made available now or in the future to
      senior executives of Lyondell Chemical.  In addition, Mr.
      Gallogly will be entitled to perquisites and prompt
      reimbursement, for all reasonable expense related to his
      duties under the Employment Agreement.

Mr. Gallogly's employment may be terminated under certain
provisions of the Employment Agreement, a full-text copy of which
is available for free at:

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

Mr. Davis stresses that the hiring of Mr. Gallogly was a critical
step to prevent customer defections and promote confidence among
the Debtors' suppliers.  He maintains that appointment of Mr.
Gallogly as CEO will help the Debtors move forward with their
business plan and emerge successfully from Chapter 11 in a timely
fashion through their use of Mr. Gallogly's extensive experience
in the energy, chemicals and polymers industries.  If the Debtors
are without a permanent CEO for a prolonged period, the Debtors
and their creditors would be harmed through a significant lack of
leadership, he argues.

Judge Gerber will consider the Debtors' request on July 21, 2009.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes Shut Down of Chocolate Bayou Plant
--------------------------------------------------------------
Lyondell Chemical Co. and its affiliates seek the Court's
authority to (i) shut down and demolish their polymers production
facility known as Chocolate Bayou polymers plant in Brazoria
County, Texas; and (ii) reduce the workforce at the Facility,
effective July 31, 2009.

To recall, Debtor Equistar Chemicals, LP, as owner of the
Facility, already announced that it would cease the production of
HDPE at the Facility by July 31, 2009, due to declining market
and economic conditions.  The Debtors say that while they have
taken steps to rationalize costs relating to production and to
conform their plants to their projected operating needs, the
Facility, however, is more expensive for the Debtors to operate
and maintain compared to their other plants.  In this regard, the
Debtors determine that the operation of the Facility is no longer
necessary to meet their customers' needs, and that continued
operation of the Facility is no longer economical.

The Debtors stress that by demolishing the Facility, they will
save substantially $12 million going forward.  Accordingly, the
Debtors plan a phased demolition of the Facility so as to
maximize the sale price of the scrap metal resulting from the
demolition to ensure that the demolition is a cash neutral event
for the Debtors' estates.  Within a few weeks of the shutdown of
the Facility, the Debtors intend to eliminate 50 Equistar
employees.  The Debtors note that the supply needs of a majority
of their domestic customer base that have been met by the
products from the Facility will be serviced from other HDPE
facilities operated by Equistar.

                          Responses

A. Undisclosed employee

In a letter addressed to Judge Gerber, an unnamed employee raised
concerns regarding, among others, the Debtors' turning down
offers from Ineos Olefins & Polymers USA to buy the Chocolate
Bayou Facility and instead, choosing to pay $3 million to
demolish it.  The employee comments that the Debtors do not want
the Facility, under new ownership, to compete with them.  The
employee also pointed out that the Facility is running more
efficient than ever.  In this regard, the employee asks the Court
to consider its concerns adding that the Debtors' actions are
unethical and are not in best interests of everyone, especially
the employees.

B. Brock Services

Brock Services, Ltd. and WHM Custom Services, Inc., as secured
creditors holding liens in the Facility, demand adequate
protection of their interest in the collateral under Section
363(e) of the Bankruptcy Code in light of the Debtors' proposed
shutdown and demolition of the Facility.  Accordingly, the
Lienholders ask the Court that any order granting the Motion
should clarify that: (i) the Lienholders retain their liens in
the collateral; (ii) those liens will attach to the proceeds of
any sale of the collateral; (iii) the Facility's demolition will
not affect the Liens in the Facility in any way; and (iv) any
property sale or disposition must be conducted in accordance with
the De Minimis Sale Order.  If the adequate protection is
unavailable, the Lienholders ask the Court to deny the Debtors'
request.

C. Ineos

Ineos discloses that under an agreement for sale and purchase of
assets for the Chocolate Bayou Facility entered with the Debtors,
it has (i) a right of first refusal to purchase the Facility on
the same economic terms that any arm's-length purchaser may
offer, and (ii) a right to repurchase the Facility at appraised
market value if the Debtors cease all activity at the Facility
for six months.  More importantly, Ineos points out that the
Debtors neglected to disclose in their request that Ineos made an
offer to purchase the Facility, which offer would have benefited
the Debtors, their estates and creditors.  Indeed, Ineos offered
to pay $1 million in cash, committed to purchase eight to 10
pounds per month of ethylene from the Debtors through the end of
2010, plus waive its claims against the Debtors for $4.5 million.
According to Ineos, its offer would also result in continued
employment of 75% of the Facility's workforce.

However, Ineos points out that the Debtors rejected its offer and
instead filed their Motion to Demolish without even exploring
ways to market the Facility or extract equipment or personal
property from the Facility that they may be able to sell.
Accordingly, Ineos asks the Court to deny the Debtors' Motion and
compel the Debtors to honor the Options under the APA or to
auction the Facility.

Judge Gerber will hear the Debtors' Motion on July 21, 2009.
Objections are due July 16.

               Chocolate Bayou Facility's Production
                   Extended until September 30

LyondellBasell announced that production of high density
polyethylene (HDPE) at its Chocolate Bayou plant near Alvin, Texas
will continue up to Sept. 30, 2009.  The company had previously
announced that production would cease by July 31.

Lyondell said extending operations of Chocolate Bayou by up to two
months will provide additional time for LyondellBasell to
transition customers to other manufacturing plants.

The Chocolate Bayou plant has a nameplate capacity of 480 million
pounds per year of HDPE.  LyondellBasell has closed multiple
manufacturing operations and offices worldwide as part of a global
program to reduce costs and improve efficiencies.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Says Committee Suit Should Not Impede Plan
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lyondell
Chemical Company and its affiliates seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to assert,
on behalf of the Debtors' estates, causes of action and claims
that will (i) avoid liens on the Debtors' estate assets
putatively securing all obligations, and (ii) recover for the
benefit of the Debtors' estates billions of dollars of
fraudulently transferred assets as well as the award to the
estates of substantial damages.

Edward S. Weisfelner, Esq., at Brown Rudnick LLP, in New York,
relates that the Final DIP Order dated March 1, 2009, allowed
assertion of claims against the prepetition lenders by a party-
in-interest by a timely and properly filed pleading or motion for
standing to pursue lender claims.  Lender Claims include any
objections, contests or defenses with respect to the validity,
perfection, priority, extent or enforceability of any amount due
under any DIP document or prepetition credit facilities.

Thus, Mr. Weisfelner notes, the Committee's filing of a request
for standing to assert causes of action and a proposed complaint
complies with the Final DIP Order.  Moreover, he discloses that
since February 2009, the Committee began an investigation into
the existence and viability of the Lender Claims and other
potential claims and causes of action arising out of the failed,
highly-leveraged acquisition of Lyondell by an entity known as
LyondellBasell Industries AF S.C.A., owned and controlled by
billionaire industrialist, Leonard Blavatnik.

Pursuant to the Committee's separate request to conduct discovery
on the LyondellBasell Merger, the Committee undertook extensive
review and analysis of the documents produced, and took
depositions of certain officers of Access Industries; Merrill
Lynch, investment banker for Access for the Merger; Volker
Trautz, former CEO of LBI, and former CEO of Basell; Citibank as
investment banker for the Merger; Mr. Blavatnik of Access
Industries and Alan S. Bigman, executive vice president and chief
financial officer of LBI.

Accordingly, prior to filing its Motion for Standing, the
Committee filed with the Court on June 15, 2009, its Proposed
Complaint.  However, since the Proposed Complaint includes
references to various documents designated either Confidential or
Highly Confidential pursuant to confidentiality agreements
entered in line with the Committee's Motion for Discovery, the
Committee sought and obtained the Court's authority to partially
file under seal the Proposed Complaint and to publicly file a
redacted copy of it.

Mr. Weisfelner discloses that the Proposed Complaint arose out of
the Merger and sought remedies for fraudulent conveyance against
(i) the prepetition lenders who encumbered the Debtors' assets
with more than $2 billion in secured loans to finance Mr.
Blavatnik's acquisition of Lyondell, (ii) the former shareholders
of Lyondell who received more than $12 billion of the proceeds of
the funding, and (iii) other defendants that received the
proceeds of borrowings for which the Debtors did not obtain fair
consideration or reasonably equivalent value.

The Committee alleged in the Proposed Complaint that, on
December 20, 2007, Mr. Blavatnik, using LBI as a platform,
acquired Lyondell through a cash out merger of its shareholders.
The Proposed Complaint noted that the overleveraged and inflexible
capital structure imposed upon the Debtors as a result of the
acquisition left the Debtors insolvent, with unreasonably small
capital and unable to pay their debts when they became due.
Thus, less than a year after the Merger had closed, on January 6,
2009, the Debtors filed for Chapter 11.

Mr. Weisfelner argues that the substantial factual investigation
undertaken by the Committee in the subject transactions,
including discovery under Rule 2004 of Federal Rules of
Bankruptcy Procedure, has enabled it to allege, facts strongly
evincing that those responsible for structuring and financing the
Merger were fully aware that LBI was not adequately capitalized.

In addition, the Proposed Complaint has claims for breach of
fiduciary duty against Mr. Blavatnik and other present and former
members of the board of directors of the Debtors for approving
the Merger and related misconduct that caused the Debtors'
financial collapse and insolvency. The Complaint also sets forth
a preference claim against Blavatnik-controlled affiliates for
avoidance and recovery of funds paid on account of an unsecured
revolving credit facility during the preference period as well as
a claim against Blavatnik-controlled affiliates for breach of
contract and bad faith refusal to lend under this revolving
credit facility.

In this regard, Mr. Weisfelner asserts that if the Committee is
successful on its claims, the Debtors' estates could recover
billions of dollars, avoid billions of dollars of obligations and
liens and receive other significant relief, including awards of
money damages, all necessary to ensure that general unsecured
creditors receive a full recovery in the Debtors' Chapter 11
cases.  He assures the Court that the Proposed Complaint asserts
well-established, legally cognizable claims with particularity
and ample factual and documentary support.  The Claims will
easily withstand a motion to dismiss and readily satisfies and
surpass the colorable standard used by the courts in the standing
context.  Since the potential recoveries for the Debtors' estates
are enormous, the cost of prosecution is relatively modest in
comparison, Mr. Weisfelner maintains.  Indeed, the Debtors have
already waived their right to bring claims against the
prepetition lenders who are significant defendants in the
Proposed Complaint, he notes.

In a separate request, the Committee asks the Court to unseal the
Proposed Complaint as an exhibit to the Committee's Motion for
Standing, and designate the Proposed Complaint as a public
document.

The Committee asserts that maintenance of the Proposed Complaint
as a sealed document:

  (i) is contrary to the Bankruptcy Code and to well-settled law
      and public policy;

(ii) will make prosecution of the claims stated therein more
      cumbersome and more expensive to the Debtors' estates; and

(iii) will serve no legitimate interests.

The Committee insists that the Proposed Complaint contains
material that is neither (i) scandalous or defamatory, nor (ii)
constituting trade secrets or other proprietary information.

The Court will consider approval of the Committee's Motion for
Standing and Motion to Designate on July 21, 2009.

                          Responses

A. Debtors

The Debtors do not oppose the Committee's Motion for Standing
with respect to the potential fraudulent transfer claims so long
as the claims are litigated in a manner that does not impede
their reorganization, notes Deryck A. Palmer, Esq., at
Cadwalader, Wickersham & Taft LLP in New York.

Mr. Palmer stresses that the Debtors are under a very tight
timeframe for emergence, and having the reorganization delayed
while the fraudulent claims are litigated in due course will end
up costing the Debtors' estates hundreds of millions of dollars.
Specifically, he cites these milestones that the Debtors are
required to meet:

  * August 15, 2009 -- submission of a draft of the
    reorganization plan and disclosure statement to the DIP
    Lenders;

  * September 15, 2009 -- filing of a reorganization plan and
    disclosure statement with the Court;

  * October 15, 2009 -- obtain Court approval of the disclosure
    statement, which deadline may be extended to October 30,
    2009; and

  * December 1, 2009 -- obtain confirmation of that
    reorganization plan, which milestone could be extended until
    21 days.

Against this backdrop, the Debtors suggest that the Court require
the parties to first litigate the threshold issue of whether the
Merger left the Debtors insolvent, with unreasonably small
capital and unable to pay its debts, and reserve litigation on
all the other issues and defenses until after a ruling on the
"Financial Condition Issue."

Absent resolution of the Financial Condition Issue and knowledge
of the status of the Debtors' financial obligations and liens on
the Debtors' estates, it will be extremely difficult for the
Debtors to propose a workable reorganization plan, Mr. Palmer
points out.  He discloses that the targets of the fraudulent
transfer claims are the most probable sources of the exit
financing and capitalization that the Debtors will need to emerge
as a viable entity.

To the extent the Court grants the Committee standing, the
Debtors ask the Court that these reservations should be made:

   (i) that the standing may be withdrawn should the Court later
       conclude that continuing the litigation would harm the
       interests of the Debtors' estates or impede the
       resolution of the Debtors' bankruptcy cases; and

  (ii) that the Debtors will retain the right to settle the
       claims whether pursuant to a reorganization plan.

The Debtors further ask the Court to defer its decision on the
Committee's standing with respect to the other proposed claims
against Access and the board of directors of the Debtors until
after resolution of the proposed fraudulent claims.

B. Access Group

For its part, Access Group, Access Industries, Inc., Access
Industries Holdings LLC, AI International, S.a.r.l., Nell
Limited, Len Blavatnik, Lincoln Benet, and Philip Kassin argue
that the Complaint is meritless and the Committee should not be
given standing to pursue it.  The Access Respondents believe that
at the time of the Merger, the merged company was both solvent
and adequately capitalized, otherwise it certainly would not have
parted with billions of dollars of value in the equity of Basell
to facilitate the transaction, Susheel Kirpalani, Esq., at Oliver
& Hedges LLP, in New York, argues.  She further asserts that if
the Committee cannot satisfy its burden of showing that the
merged company was insolvent or inadequately capitalized at the
time of the Merger, most of the claims fail without further
inquiry and the Court can determine whether the remaining issues
should continue to be pursued.

Thus, as a condition to conferring standing, the Access
Respondents ask the Court to (i) bifurcate the issues of the
relevant entities' solvency and adequacy of capitalization as of
December 20, 2007, from all other issues in the case; and (ii) to
set an expedited discovery and trial schedule on the Financial
Condition Issue.

C. 2007 Senior Credit Facility Parties

            Ad Hoc Group of Senior Secured Lenders

The Ad Hoc Group of Senior Secured Lenders under a December 20,
2007 Credit Facility entered with the Debtors takes no position
with respect to the Committee's request for standing.  However,
the Ad Hoc Group reserves all rights with respect to litigation
scheduling and procedural and substantive matters raised in the
proposed complaint, including class certification.

                    UBS and Arrangers

UBS, as arranger under the 2007 Senior Credit Facility, notes
that while it shares with the Debtors' desire to have the action
resolved in an efficient and diligent manner, it has only just
begun to discuss scheduling issues with the Debtors, the
Committee, and other parties-in-interest.  Accordingly, UBS
asserts that it is not amenable to any scheduling proposal that
would prejudice its ability to adequately defend itself against
the claims asserted in the Complaint.  UBS, hence, reserves its
right to file a reply to the Debtors' response to the Committee's
Motion for Standing.

Citibank, N.A.; Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Merrill Lynch Capital Corporation; Goldman Sachs
Credit Partners, L.P.; and ABN AMRO Incorporated and ABN AMRO
Bank, N.V., as arrangers and lenders under the 2007 Senior Credit
Facility, join in UBS' Response.

                        LeverageSource

LeverageSource III, S.a.r.l. also takes no position with respect
to the Committee's request for standing.  If the Committee is
granted standing, LeverageSource plans to defend against the
allegations in the complaint in the hopes that the Debtors'
Chapter 11 cases do not become mired in litigation for an
extended period of time.  Accordingly, to the extent the Court
grants the Committee standing, LeverageSource supports an
expedited discovery or pre-trial or trial schedule on the claims
in the proposed complaint.  LeverageSource also reserves its
right with regard to class treatment or its potentially being
named as class representative for all other holders through
purchase of obligations under the 2007 Senior Credit Facility.

D. BoNY

The Bank of New York Mellon Trust Company, N.A., indenture
trustee for noteholders of Arco Chemical Company, predecessor-in-
interest of Lyondell Chemical Company, and Equistar Chemicals,
indenture trustee for noteholders of Arco Chemical Company,
predecessor-in-interest of Lyondell Chemical Company, and
Equistar Chemicals, indenture trustee for noteholders of Arco
Chemical Company, predecessor-in-interest of Lyondell Chemical
Company, and Equistar Chemicals L.P., joins in the Committee's
Motion for Standing, and asks the Court to grant the Committee's
request for standing.

Given that the Committee's proposed complaint will benefit the
Noteholders, BoNY supports the Committee's Motion for Standing.
However, BoNY points out that the Complaint does not address the
fact that certain estates likely received net benefits from the
Merger, while other estates were significantly harmed as a result
of the Merger.  BoNY also notes that the Committee seeks to avoid
all or a portion of the Senior Liens as fraudulent transfers.
The Noteholders, however, are different from the Senior Credit
Facility Lender Parties who received the benefit of the Senior
Liens pursuant to the Merger, BoNY asserts.  Given those
conflicts in interest, BoNY intends to seek to intervene in the
prosecution of the Complaint when filed to protect the interests
of the Noteholders.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Wants to Terminate Executive Benefit Plans
-------------------------------------------------------------
Lyondell Chemical Co. and its affiliates maintain executive
benefit plans and programs for certain of their current and former
executive employees and senior managers:

  * a Lyondell Chemical Company Executive Medical Plan,
  * an executive life insurance plan,
  * certain deferred compensation plans, and
  * certain supplemental executive retirement plans.

The Executive Medical Plan provides enhanced medical coverage to
active officers of the Debtors as well as their former
executives, senior managers and dependents.  The Executive
Medical Plan has continued to reimburse covered medical expenses
incurred by 60 former executives, former senior managers, and
their dependents.  Moreover, the Debtors provide life insurance
benefits to 150 current and former executives and senior managers
under the Executive Life Insurance Plan and the Basell Executive
Survivor Income Benefit Plan.  Outstanding obligations to
beneficiaries of those policies total $260,000, as of January 6,
2009, which amounts are unsecured prepetition claims.

The Debtors' Deferral Plans allow certain executives and senior
managers the opportunity to defer portions of their salaries and
bonus payments until a later date to take advantage of tax
benefits.  As of the Petition Date, 67 former employees and 96
current employees of the Debtors have account balances in the
Deferral Plans, and 12 employees are deferring compensation under
the Deferral Plans.  The Debtors have scheduled $26 million in
unsecured claims for participants in the Deferral Plans as of the
Petition Date.  The SERPs are non-qualified "top hat" benefit
plans designed to provide supplemental pension payments to 185
current and former executives and senior managers of the Debtors.
The Debtors ceased making payments on behalf of any accrued,
outstanding or continuing obligations under the SERPs as of the
Petition Date.  The current amount of claims payable to
participants in the SERPs, which will be unsecured prepetition
claims against the Debtors, is $40 million.

By this motion, the Debtors seek the Court's authority to
terminate the Executive Benefit Plans.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP in New York, assures the Court that to mitigate the adverse
effect brought by the termination of the Executive Medical Plan,
the Debtors will allow any former employee who is participating
in the Executive Medical Plan to participate in the Debtors' Non-
Executive Medical Plan to the extent eligible for coverage.
Moreover, any participant who had a balance in the Deferral Plans
as of the Petition Date will have an unsecured claim and any
balances that accrued for postpetition deferred salary or bonuses
will be returned to the participant without interest, he says.
Similarly, the Debtors intend to offer each participant who is
entitled to a death benefit under the Executive Life Insurance
Plans the chance to purchase the related life insurance policy to
continue the death benefit provided under either plan.  To the
extent a participant is deceased or declines to purchase the
policy, the Debtors intend to surrender the policy and obtain the
cash surrender value of $30 million for the benefit of the
Debtors' estates, he discloses.

Mr. Mirick asserts that termination of the Executive Benefit
Plans will eliminate costs exceeding $1.5 million per year under
the Executive Benefit Plans and will cause an immediate return to
the Debtors' estates for $57 million.  He points out that
termination of the Executive Benefit Plans will also save the
Debtors' estates significant expense in the future.  The
Executive Benefit Plans are costly to maintain and are no longer
necessary to the Debtors' ongoing operations, he contends.  He
further notes that since all of the Executive Benefit Plans, by
their terms, may be amended, modified, suspended or terminated by
the Debtors unilaterally at any time, the Debtors have the right
to terminate the Executive Benefit Plans in the ordinary course
of business and without Court approval.  However, out of
abundance of caution, the Debtors are seeking the Court's
approval to do so.

Mr. Mirick also clarifies that Section 1114 of the Bankruptcy
Code does not apply to the Debtors' proposed termination of any
of the Executive Benefit Plans and that former Executive
beneficiaries have no right to be represented by a statutory
committee.

Judge Gerber will consider the Debtors' request on August 11,
2009.  Objections are due August 6.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a
$3.25 billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MIDWAY GAMES: Completes Sale of Assets to Warner Bros.
------------------------------------------------------
Midway Games Inc. and certain of its U.S. subsidiaries have
completed their sale of substantially all of their assets to
Warner Bros. Entertainment Inc. on July 10, 2009, in a sale
conducted under the provisions of Section 363 of the United States
Bankruptcy Code and approved by the Court on July 1, 2009.

The aggregate gross purchase price for the Section 363 sale is
$49,000,000 including the assumption of certain liabilities.

As a result of the sale, these material charges for impairment are
required under generally accepted accounting principles:

     -- an impairment and write down of approximately
        $25 to $30 million of capitalized product development
        costs;

     -- an impairment and write down of approximately $41 million
        of goodwill; and

     -- an impairment and write down of about $3 to $5 million of
        fixed assets.

The Section 363 sale also triggered a payment due under the
Company's Key Employee Incentive Plan which resulted in a one-time
cash compensation charge of approximately $2.4 million.

On July 14, 2009, Midway's management concluded that a material
charge for impairment is required under GAAP in connection with
the closing of its development studio in Newcastle, United
Kingdom.  On July 14, Midway notified 75 employees at its
Newcastle Studio that their employment has been terminated and
that Midway intended to close the Newcastle Studio immediately.
The headcount reduction represents all of the employees at the
Newcastle Studio and approximately 25% of Midway's global
workforce.  Due to the closure of the Newcastle Studio, Midway's
management has concluded that an impairment and write down of
approximately $1.5 million of goodwill is required (this amount is
included in the approximately $41 million write down of goodwill).

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.


MIDWAY GAMES: Laying Off Employees at Chicago Corporate Office
--------------------------------------------------------------
Midway Games Inc. is laying off its 60 employees at its Chicago
corporate office.

Midway Games said in a filing with the U.S. Securities and
Exchange Commission that on July 13, it complied with the federal
Worker Adjustment and Retraining Notification Act and provided a
60-day notification to 60 employees at its Chicago, Illinois
facility of its intention to close the Chicago Facility.  The
headcount reduction represents all of the employees at the Chicago
Facility and approximately 20% of Midway's global workforce.  The
Company expects that the majority of the headcount reduction will
occur by the beginning of September 2009.

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-
10465).  David W. Carickhoff, Jr., Esq., Michael David Debaecke,
Esq., and Victoria A. Guilfoyle, Esq., at Blank Rome LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard as their investment banker, Dewey & LeBoeuf LLP as
special counsel, and Epiq Bankruptcy Solutions LLC as claims
agent.

Midway completed the sale of its key assets to Warner Bros.
Entertainment Inc. under 11 U.S.C. Sec. 363 on July 10, 2009.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 24% Off
--------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials is a borrower traded in the secondary market
at 75.88 cents-on-the-dollar during the week ended Friday,
July 17, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.98 percentage points from the previous week, The Journal
relates.  The loan matures on Dec. 5, 2013.  The Company pays 250
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's CCC- rating.
The debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 17, among the 144 loans with five or more bids.

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of December 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 29, 2009, Momentive had $3.42 billion in total assets
on $4.08 billion in total liabilities, resulting in $662.8 billion
in stockholders' deficit.

The Troubled Company Reporter said on June 17, 2009, that Standard
& Poor's Ratings Services lowered its corporate credit rating on
Momentive Performance Materials to 'SD' from 'CC' and its senior
unsecured and subordinated debt ratings on the company to 'D' from
'C' following the completion of what S&P considers to be a
distressed exchange offer.  In addition S&P has removed the
ratings from CreditWatch, where they were placed with negative
implications on March 17, 2009.  All S&P's other ratings on
Momentive and its subsidiaries remain unchanged.

Moody's Investors Service also deemed the recently concluded notes
exchange offer which included issuance of secured second lien
notes to be a distressed exchange, and lowered the Probability of
Default Rating of Momentive Performance Materials to Ca/LD from
Caa3.  Moody's also changed some of Momentive's other ratings to
reflect the occurrence of a distressed exchange.  The ratings on
Momentive's senior unsecured notes and senior subordinated notes
were changed to Ca from Caa2 and Caa3, respectively, reflecting
the low applicable clearing price resulting from the exchange
offer.  Moody's affirmed Momentive's Corporate Family Rating at
Caa1, its senior secured first lien debt (revolver and term loan)
at B1 and its Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative.


MTR GAMING: S&P Assigns 'B' Rating on $250 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned MTR Gaming Group
Inc.'s proposed $250 million senior secured notes due 2014 its
issue-level rating of 'B' (one notch higher than the 'B-'
corporate credit rating on the company) with a recovery rating of
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default.  (These
ratings are based on preliminary terms and conditions.)

MTR Gaming intends to use the note proceeds to fund its announced
cash tender offer of its $130 million 9.75% senior notes due 2010
for an all-in consideration of $1,005 per $1,000 principal amount
(inclusive of a consent payment of $30 per $1,000 principal
amount) and to repay all amounts outstanding under its existing
credit facility.  S&P expects the notes to be issued with an
original issue discount and pay interest semi-annually on
January 15 and July 15 of each year.  S&P also expects the notes
to represent senior secured obligations of MTR and to rank junior
to the company's amended credit facility, which S&P anticipates
will be amended to provide for revolver availability of up to
$20 million.  The expected maturity date of the revolver is
March 31, 2010, and the commitment will be reduced by
$2.75 million in September 2009 and $5.5 million in December 2009.

The proposed transaction will increase the company's consolidated
indebtedness marginally, and S&P expects that interest coverage
will decline to just below 1.5x in 2010.  Pro forma for the note
issuance and repayment of debt, S&P estimates that MTR's leverage
approximated 5.5x for the 12 months ended March 31, 2009.

The company's 'B-' corporate credit was placed on CreditWatch with
negative implication on July 15, 2009.  The CreditWatch listing
reflects that S&P could lower the rating to 'CCC-' in the event
the company is unable to place the proposed senior secured notes,
given the January 2010 refinancing requirement of the 9.75% senior
notes and the March 2010 maturity of the revolving credit
facility.  In addition, S&P expects that MTR will face additional
competitive challenges at its largest property, Mountaineer Park,
upon the opening of the Rivers Casino in Pittsburgh, Pennsylvania,
which is scheduled to open next month.  Located about 50-miles
from Mountaineer, Rivers Casino will feature about 3,000 slot
machines at opening, various dining options, and an outdoor
riverfront amphitheatre.  S&P expects that the additional gaming
capacity will cause EBITDA to decline in the high-single-digit
percentage area in 2009, causing total debt leverage (fully
adjusted for operating leases and post retirement obligations) to
increase to just under 6x by the end of 2009.

S&P expects to resolve its CreditWatch listing upon the completion
of the proposed transaction. In the event the transaction is
completed as proposed, S&P would likely affirm the 'B-' corporate
rating and give it a stable outlook.

                           Ratings List

                       MTR Gaming Group Inc.

          Corporate Credit Rating        B-/Watch Neg/--

                           New Ratings

                $250M sr secd nts due 2014      B
                   Recovery Rating              2


NCI BUILDING: Refinancing Concerns Cue S&P to Junk Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on NCI
Building Systems Inc., including lowering the corporate credit
rating to 'CCC+' from 'B'.  S&P lowered the issue-level rating on
NCI's $400 million senior secured term loan ($293 million
outstanding) due June 2010 to 'B-' (one notch above the 'CCC+'
corporate credit rating) from 'B+'.  The recovery rating is '2'
(indicating expectations of substantial [70%-90%] recovery in the
event of a payment default) and is subject to review pending the
outcome of the company's capital structure plans.

All ratings remain on CreditWatch, where they were placed on
March 11, 2009; however, S&P has revised the implications to
developing from negative.

"The downgrade reflects S&P's increasing concerns about NCI's
ability to complete a new equity contribution and refinance its
existing credit facilities prior to the expected November 15,
2009, first put on its $180 million convertible senior
subordinated notes," said Standard & Poor's credit analyst Thomas
Nadramia.  While NCI announced that it has made significant
progress with a leading private equity firm with regard to a
substantial equity investment, any transaction will require
considerable cooperation from its lenders and noteholders.  Absent
a successful refinancing, S&P believes it is unlikely NCI will
have sufficient cash to fund the expected put.

The company has had to extend the waiver of its financial
maintenance covenant violations until August 14, 2009.  These
waivers were originally granted until July 15, 2009, to allow time
for the company to address the upcoming first put date on its
convertible notes.  The waiver was subject to automatic extension
until September 15, 2009 upon the signing of a definitive
agreement for an equity investment.  The company has not yet
reached such an agreement.

In resolving the CreditWatch listing, S&P will monitor NCI's
progress in addressing its comprehensive capital structure plans,
including a potential equity investment, a refinancing of its
existing credit facilities, and a recapitalization or redemption
of its convertible notes.  In addition, S&P will continue to
discuss with management its short- and intermediate-term business
strategies.  If the company is able to complete its comprehensive
capital structure plans, S&P could consider a higher rating based
on the postequity investment capital structure depending on S&P's
view of the company's operating prospects over the next 12 to 18
months.  S&P could lower the ratings if NCI is unable to reach
agreements on a new equity investment and refinancing of its
existing credit facilities within the next 30 days.


NOVA CHEMICALS: Moody's Raises Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service raised Nova Chemicals Corporation's
Corporate Family Rating to Ba3 from B2 following the closing of
its acquisition by the International Petroleum Investment Company
(which is wholly owned by the Government of the Emirate of Abu
Dhabi; rated Aa2) for $6.00 per share.  Coincident with the
acquisition IPIC contributed $350 million of additional equity
($200 million in cash and conversion of $150 million loan to
equity).  The outlook is stable.

Moody's also raised its ratings on NOVA's unsecured debt to B1
from B3 and affirmed its Speculative Grade Liquidity rating at
SGL-3.  These actions conclude the review initiated on
February 23, 2009.

"The acquisition by IPIC should provide NOVA with the opportunity
to completely restructure its debt by consolidating its secured
and unsecured facilities and addressing all or part of the
$1 billion in maturities coming due over the next several years",
stated John Rogers Senior Vice President at Moody's.

Due to the acquisition by IPIC, Moody's views NOVA as a Government
Related Issuer.  Its Ba3 CFR reflects a modest rating uplift based
on Moody's Joint-Default Analysis for GRIs.  Joint-Default
Analysis factors in a baseline, or standalone, credit assessment,
and, in the case of NOVA, an assumption of a low level of support
by the government of Abu Dhabi in the event of financial stress,
and a low level of correlation of default risk between NOVA and
the government of Abu Dhabi.

NOVA's BCA of 14 (equivalent to B1) reflects the improvements to
its capital structure as a direct result of the acquisition and is
consistent with the guidance Moody's provided earlier in 2009
with respect to NOVA's financial performance and balance sheet
debt.  The B1 BCA is also consistent with NOVA's limited product
diversification and exposure to volatile feedstocks.  However,
Moody's believes that NOVA will have an advantaged feedstock
position relative to feedstocks available in Asia over this same
time period, which should allow EBITDA to return to more
reasonable levels by the end of 2009.

The Ba3 CFR incorporates these assumptions: 1) that IPIC will not
materially change NOVA's capital structure over the next year; and
2) that NOVA will expeditiously negotiate a new credit facility
that will significantly reduce the chance of breaching a financial
covenant in a downturn, and provide sufficient excess liquidity to
handle potential increases in feedstock and selling prices.
However, Moody's could raise NOVA's CFR to Ba2 if IPIC contributes
additional capital ($200 -- 300 million) or if NOVA's new credit
facility is large enough to reduce the refinancing risk associated
with its maturities in 2010, 2012 and 2013.

NOVA's SGL-3 Speculative Grade Liquidity Rating reflects an
elevated cash balance ($141 million as of March 31, 2009), the
expectation of modestly positive free cash flow over the next four
quarters, substantial utilization of its secured and unsecured
revolvers, and the temporary covenant relief provided by the
recent amendment to the facility.

Ratings upgraded:

NOVA Chemicals Corporation

  -- Corporate family rating to Ba3 from B2
  -- Probability of default to Ba3 from B2
  -- Unsecured notes to B1, LGD4/62% from B3, LGD4/61%

Ratings affirmed:

NOVA Chemicals Corporation

  -- Speculative Grade Liquidity Rating at SGL-3

The last rating action on NOVA was February 23, 2009, when Moody's
placed the company's ratings under review for upgrade following
the announcement that IPIC had agreed to purchase NOVA.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene.  NOVA reported
revenues of $6.3 billion for the last twelve months ended
March 31, 2009.

IPIC is wholly owned by the Government of the Emirate of Abu
Dhabi.  Its mandate is to invest in the hydrocarbon sector outside
the Emirate of Abu Dhabi and is rated Aa2 by Moody's.


PAUL STEADMAN: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Peter A. Langard
                       UK Trustee
                       Langard Lifford Hall Recoveries
                       40 Great James Street
                       London WC1N3HB
                       United Kingdom

Chapter 15 Debtor: Paul A. Steadman
                   214 Recklesstown Way
                   Chesterfield, NJ 08515

Chapter 15 Case No.: 09-28427

Chapter 15 Petition Date: July 16, 2009

Court: District of New Jersey (Trenton)

Chapter 15 Petitioner's Counsel: Steven R. Neuner, Esq.
                                 sneuner@covad.net
                                 Neuner And Ventura LLP
                                 Willow Ridge Executive Office
                                 Park
                                 750 Route 73 South, Suite 210
                                 Marlton, NJ 08053
                                 Tel: (856) 596-2828
                                 Fax: (856) 985-6176

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

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


PHILADELPHIA NEWSPAPERS: DIP Loan Hearing Moved to July 27
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District
Pennsylvania continues the hearing on July 27, 2009, at 10:00
a.m., for entry of interim and final orders authorizing the
Philadelphia Newspapers LLC and its debtor-affiliates to obtain
postpetition financing and use of cash collateral.

The Debtors want to access $25 million in financing from
affiliates of their owners.  Objections had been filed against the
terms of the debtor-in-possession loan.

The hearing was postponed several times as the Debtors and their
senior creditors continue talking about ways to resolve their
dispute over the financing, TCR related.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PROLIANCE INT'L: Wants to Hire Jones Day as Counsel
---------------------------------------------------
Proliance International Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Jones Day as their counsel.

The firm will render general legal services to the Debtors as
needed throughout the course of these Chapter 11 cases, including
bankruptcy, corporate, employee benefits, environmental, finance,
intellectual property, labor and employment, litigation, real
estate, securities and tax advice.

The firm's professionals who will provide services in connection
with the Chapter 11 cases are:

   Professional                Designation     Hourly Rate
   ------------                -----------     -----------
   Robert A. Profusek, Esq.    Partner         $950
   Paul D. Leake, Esq.         Partner         $825
   Steven C. Bennett, Esq.     Partner         $775
   Patricia J. Villareal, Esq. Partner         $700
   Pedro A. Jimenez, Esq.      Partner         $675
   Andrew M. Levine, Esq.      Partner         $600
   Ross S. Barr, Esq.          Associate       $525
   Michael P. Considine, Esq.  Associate       $425
   Jennifer J. O'Neil, Esq.    Associate       $400
   Dennis N. Chi, Esq.         Associate       $350
   Marissa J. Cohen, Esq.      Associate       $350
   Denise Hirtzel              Paralegal       $275

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

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


PROLIANCE INT'L: Taps Richard Layton as Co-Counsel
--------------------------------------------------
Proliance International Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Richard Layton & Finger P.A. as their co-counsel.

The firm will render general legal services to the Debtors as
needed throughout the course of the Chapter 11 cases.  Richard
Layton and the Debtors' proposed counsel, Jones Day, have
discussed a division of responsibilities regarding representation
of the Debtors and will make every effort to avoid duplication of
services.

The firm will be paid based on the standard hourly rates of its
professionals:

   Professional                  Hourly Rate
   ------------                  -----------
   Daniel J. DeFranceschi, Esq.  $600
   Christopher M. Samis, Esq.    $275
   Zachary I. Shapiro, Esq.      $245
   Cathy Greery, Esq.            $195

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

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


PROLIANCE INT'L: U.S. Trustee Form 7-Member Creditors' Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors of Proliance International Inc. and its
debtor-affiliates' Chapter 11 cases.

The members of the Committee are:

   1) Lumei Auto Radiator
      Attn: Bruce Zhang
      Taian Hi-Tech Development Zone
      East District, Tiaan
      Shandong, China, 271000
      Tel: 86-538-8628679
      Fax: 86-538-8628655

   2) Luvata Netherlands
      Attn: Ulf G. Anvin
      129 Fairfield Way
      Bloomingdale, IL 60108
      Tel: 630-980-8400 x 5450
      Fax: 630-980-8891

   3) Transtec Global Group
      Attn: Joe Juger
      25 Mountaincrest Drive
      Cheshire, CT 06410
      Tel: 203-271-3753
      Fax: 203-571-0371

   4) Foshan Guang Dong Air Conditioning Co., Ltd.
      Attn: Deng Jian
      20 Jinshi Ave.
      Nanhai Industry Park, Panzao
      Nanhai, Foshan, Guang Dong
      China 528216
      Tel: 86-757-85430306
      Fax: 86-757-85430318

   5) U&C Auto Parts Co., Ltd.
      Attn: Xiao Bo Chen
      5th Fl A9 Building
      8 East Shengtai Road, Nanjing
      China 211100
      Tel: 86-25-52129310
      Fax: 86-25-52129931

   6) Southwestern Motor Transport Inc.
      Attn: Dennis Bierle
      4600 Goldfield
      San Antonio, TX 72218
      Tel: (210) 661-6791
      Fax: (210) 662-3295

   7) Age Industries Ltd.
      Attn: Royce Drennan
      3601 CR 316 C
      Cleburne TX 76031
      Tel: (817) 641-8178
      Fax: (817) 645-0156

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

Based in New Haven Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger
PA, represent the Debtors in their restructuring efforts.  The
Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.


PROPEX INC: Court Approves Fabrics Estate Plan for Voting
---------------------------------------------------------
Judge John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee approved that the First Amended Disclosure
Statement for the First Amended Joint Plan of Liquidation filed
by Fabrics Estate Inc., Fabrics Estate Holdings Inc., Concrete
Estate Systems Corporation, Fabrics Estate International Holdings
I Inc., and Fabrics Estate International Holdings II, Inc., with
the additional language submitted in the Debtors' reply to
Pension Benefit Guaranty Corporation's objection, as containing
adequate information pursuant to Section 1125(b), on July 15,
2009.

The Court established July 15, 2009, as the voting record date
for the purpose of determining which creditors and equity
security holders are entitled to vote on the Plan and which non-
voting creditors and equity security holders are entitled to
receive certain informational materials.

The Debtors are directed to mail, or cause to be transmitted by
mail, no later than July 19, 2009, a solicitation package to all
creditors entitled to vote on the Plan.  The Debtors are to mail,
also no later than July 19 a Solicitation Package to each entity
listed on their Schedules of Liabilities and to each entity
having filed with the Court a proof of claim that has not been
disallowed, withdrawn, or expunged, on or before the Voting
Record Date.

The Solicitation Package is comprised of (1) a written notice of
the Disclosure Statement Order, the commencement date of the
Confirmation Hearing, the deadline and procedures for filing of
objections to the confirmation of the Plan and related issues,
and notice of the time within which acceptances and rejections of
the Plan may be filed; (2) the Plan, (3) the Disclosure
Statement, and (4) the form of ballots.

Epiq Bankruptcy Solutions, LLC, the Debtors' claims, solicitation
and balloting agent, is required to compile a list of current
nominal or record holders of the Debtors' 10% senior bonds due
December 1, 2012, and deliver reasonably sufficient numbers of
Solicitation Packages to each of the Nominal Holders to
distribute to beneficial holders of the Bonds.  Beneficial
Holders will be required to return their ballots to appropriate
Nominal Holders no later than August 13, 2009, at 5:00 p.m.

The Court has set the deadline for the receipt of ballots
accepting or rejecting the Plan for August 17, 2009, at 5:00 p.m.

A hearing to consider confirmation of the Plan will be held on
August 21, 2009, at 9:00 a.m., before Judge Cook at the
Bankruptcy Court, Courtroom 3A of the Historic U.S. Courthouse,
at 31 East 11 Street, in Chattanoga, Tennessee.  The last day and
time for filing and serving any objection to the confirmation of
the Plan is August 17, 2009, at 5:00 p.m.

Any objection to the confirmation of the Plan should be made in
writing and specify the grounds, and related legal and factual
bases, for the objection.  Confirmation objections must be filed
with the Debtors, the Official Committee of Unsecured Creditors
and the United States Trustee.

A full-text copy of the Disclosure Statement Order is available
for free at:

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

Prior to the approval of the Disclosure Statement, the Debtors
asked the Court to deny PBGC's objection since issues relating to
the manner and scope of a discharge injunction are not disclosure
statement issues, but instead are properly dealt with at the
Confirmation Hearing.  The Debtors further argued that the
Amended Disclosure Statement provides adequate information as
required under Section 1125.

The Debtors also proposed the inclusion of this language on the
terms of the Amended Plan's Injunction Provision in the Amended
Disclosure Statement:

    "The Pension Benefit Guaranty Corporation contends that
    this injunction is overbroad and may not comport with
    factors laid out by the Sixth Circuit Court of Appeals
    in Class Five Nev. Claimants v. Dow Corning Corp., (In
    re Dow Corning Corp.), 280 F.3d 648 (6th Cir. 2002).
    The Debtors disagree and instead contend that the Dow
    Corning test shall be satisfied at the confirmation
    hearing, or some other resolution shall be reached.
    The Debtors are prepared to present evidence to the Court
    at the confirmation hearing to prove compliance with the
    Dow Corning test, in necessary, to address the requirements
    to support a non-consensual release."

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq., at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


PROPEX INC: Court Authorizes More Work for PwC
----------------------------------------------
Judge John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee authorized the Debtors to amend the scope of
PricewaterhouseCoopers LLP's services as their accountants for
the purpose of preparing federal and state income tax returns for
2008 and 2009.

Under the Letter Agreement, PwC will be paid a modified fixed fee
structure premised on its standard hourly rates, with a minimum
total fee of $135,000 and a maximum total fee of $150,000.

The Debtors paid PwC a retainer, totaling $150,000, on April 23,
2009.

A full-text copy of the Letter Agreement is available at no
charge at http://bankrupt.com/misc/Propex_PWCJune29Letter.pdf

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


PROPEX INC: Court Grants Final OK to Houlahan's $2.25-Mil.
----------------------------------------------------------
Judge John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee awarded Houlihan Lokey Howard & Zukin
Capital, Inc., Propex Inc. and its debtor affiliates' financial
advisor, its first and final allowance of fees and reimbursement
of expenses for the period from January 18, 2008 through April 24,
2009.  Houlihan Lokey 's request for $2,250,000 in total monthly
fees and $145,987 in expense reimbursement is granted.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


PROPEX INC: Court OKs King & Spalding's $1.46MM for Feb. to May
---------------------------------------------------------------
District of Tennessee allowed the fees and reimbursement of
expenses for these bankruptcy professionals of Fabrics Estate
Inc., formerly known as Propex Inc.:

Professional           Period          Fees        Expenses
------------         -----------    ----------     --------
King & Spalding LLP  02/01/09 to
                     05/31/09       $1,462,711      $43,120

Miller & Martin PLLC 02/01/09 to
                     05/31/09           69,452        5,940

King & Spalding is the Debtors' counsel.  Miller Martin is the
Debtors' local counsel.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.  In Europe, the company has
manufacturing facilities in Germany, Hungary and the United
Kingdom.

The Company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of USUS$562,700,000, and total debts of USUS$551,700,000.

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


REGAL CINEMAS: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Regal Cinemas -- a
subsidiary of holding company Regal Entertainment Group -- is a
borrower traded in the secondary market at 98.28 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The loan
matures on October 30, 2013.  The Company pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 17, among the 144 loans
with five or more bids.

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,782 screens in 549 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
33 and 44 of the top 50 U.S. designated market areas.

As of April 2, 2009, the Company's debts ($2,809,900,000) exceeded
its assets ($2,563,000,000).


RESTRICTED GROUP: Moody's Downgrades Default Rating to 'Ca'
-----------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating on the Restricted Group of Mercer International Inc. to Ca
from Caa1, following the company's announcement on July 13, 2009
that it has commenced an exchange offer on its 8.5% convertible
senior subordinated notes due October 2010 (unrated by Moody's).
All ratings remain on review for possible downgrade, where they
were placed on June 23, 2009.

The downgrade in the PDR to Ca reflects a heightened probability
of default on Mercer's convertible senior subordinated notes.
Moody's definition of default includes distressed exchanges and if
the proposed exchange is successfully completed, Moody's would
likely deem the transaction as a distressed exchange.  According
to the company's July 13, 2009 press release, Mercer is offering
to exchange the existing notes for 129 shares of Mercer common
stock, a $200 premium in new 3% convertible senior subordinated
notes due 2012 and accrued and unpaid interest.

The review for possible downgrade continues to focus on Mercer's
medium-term liquidity and the viability of its capital structure,
including whether financing is obtained for Celgar's green energy
project, the potential impact of the Canadian Pulp and Paper Green
Transformation Program, and Mercer's refinancing plan for the
upcoming debt maturities of its Celgar and Rosenthal revolving
credit facilities which mature in February and May 2010.
Additionally, Moody's will review the final terms of the exchange
offer, if completed, and its impact on the company's capital
structure and cash requirements going forward.

Moody's downgraded this rating which remains on review for
possible downgrade:

  -- Probability of Default Rating, to Ca from Caa1

The below ratings remain on review for possible downgrade:

  -- Corporate Family Rating, Caa1

  -- $310 million 9.25% senior unsecured notes due February 2013,
     Caa2 (LGD4, 58%)

The last rating action occurred on June 23, 2009, when Moody's
downgraded Mercer's CFR and PDR to Caa1 from B2 and placed all
ratings on review for possible downgrade.

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is a global
producer of NBSK pulp.  Moody's ratings cover the Restricted
Group, which includes the Celgar and Rosenthal pulp mills but
excludes the Stendal mill.  Annual production capacity of the
Restricted Group is approximately 820,000 ADMTs (air-dried metric
tones) and revenue for the twelve months ended March 31, 2009, was
EUR391 million.


REVLON INC: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Revlon, Inc., is a
borrower traded in the secondary market at 91.65 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.01 percentage
points from the previous week, The Journal relates.  The loan
matures on December 20, 2011.  The Company pays 400 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 17, among the
144 loans with five or more bids.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2009, Revlon Inc. had $784,700,000 in total assets;
$300,900,000 in total current liabilities, $1,183,600,000 in long-
term liabilities, $107,000,000 in long-term debt of affiliates,
$222,900,000 in long-term pension and other post-retirement plan
liabilities, and $65,400,000 in other long-term liabilities;
resulting in $1,095,100,000 in stockholders' deficit.


SUN MICROSYSTEMS: Stockholders Okay Merger Pact With Oracle
-----------------------------------------------------------
Sun Microsystems, Inc., reported that at a special meeting of
stockholders held on July 16, 2009, its stockholders adopted the
merger agreement entered into with Oracle Corporation, under which
Oracle will acquire Sun common stock for $9.50 per share in cash.
Approximately 62% of the shares of Sun common stock outstanding as
of the record date for the meeting voted to adopt the agreement.

The transaction remains subject to regulatory approvals and other
closing conditions.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter on April 22, 2009,
Moody's placed the Ba1 corporate family and probability of
default ratings of Sun Microsystems, Inc., on review for possible
upgrade following the company's announcement that it has entered
into a definitive agreement to be purchased by Oracle for $9.50
per share or approximately $7.4 billion in cash ($5.6 billion net
of the company's cash and debt).  The transaction, which has been
approved by Sun's board of directors, is expected to close this
summer, subject to shareholder and regulatory approval as well as
standard closing conditions.

According to the TCR on April 22, 2009, Standard & Poor's Ratings
Services said that it revised its CreditWatch listing, including
that for its  'BB+' corporate credit rating, on Santa Clara,
California-based Sun Microsystems Inc. to CreditWatch with
positive implications from CreditWatch with developing
implications.


SUN 'N FUN: 10th Cir. Upholds Oversecured Lender's Legal Fees
-------------------------------------------------------------
WestLaw reports that a lender's contractual right to fees, costs
and out-of-pocket expenses under the mortgage agreement between
itself and a Chapter 11 debtor-borrower was not extinguished,
pursuant to the Oklahoma law of merger, upon the entry of a
prepetition decree of foreclosure.  The debtor's bankruptcy filing
prevent a foreclosure sale from occurring.  Accordingly, as long
as the fees, costs and out-of-pocket expenses sought by the lender
were reasonable in amount, the lender could recover the same as a
part of its allowed oversecured claim.  In re Sun 'N Fun Waterpark
LLC, ---B.R.----, 2009 WL 1965256 (10th Cir. BAP (Okla.)).

Sun 'N Fun Waterpark LLC was formed by Ron and Danielle Behar to
operate a water park in Ponca City, Oklahoma.  In mid-2005, the
Behars entered into negotiations to purchase the water park from
Bill and Betty Rutz.  Eastman National Bank  provided financing
for the purchase.  The Bank's loan to Debtor was secured by a
mortgage on the water park and was guaranteed by the Behars and
the Rutzes.  Shortly after the purchase closed, disputes arose
among the Debtor, the Bank, the Behars and the Rutzes.  Fun 'N Sun
failed to make any payments on its loan with the Bank.  Litigation
ensued in Oklahoma state court.

The state court conducted a five-day trial and on September 18,
2006, entered a judgment in favor of the Bank.  In it, the court
granted judgment against Debtor and the Behars in the amount of
$286,875.71, plus pre-and post-judgment interest.  The state court
further found the Bank had a valid first lien on the water park by
virtue of the mortgage securing the payment of the indebtedness,
which included interest, attorney's fees, and costs.  The Judgment
provided that if the money judgment was not satisfied, the sheriff
was authorized to sell the mortgaged property and distribute the
proceeds to pay, in this order, taxes, costs of sale and
attorney's fees, the Bank's money judgment, and any other judgment
to be rendered in the action. The state court reserved ruling on
the amount of attorney's fees, which were "to be determined by
application of the parties within ten (10) days of the date of
this judgment."

On September 26, 2006, following entry of the Judgment, the Bank
filed a Motion to Assess Costs and Attorney Fees with the state
court and scheduled a sheriff's sale of the property.  Before the
state court ruled on the Motion to Assess and before the sheriff's
sale could occur, the Behars filed an individual Chapter 7
petition (Bankr. D. Okla. Case No. 06-_____) on November 9, 2006.
The Behars' petition listed the Debtor as a "dba" and they
scheduled the water park as an asset in their individual case.  On
January 11, 2007, Fun 'N Sun filed its own Chapter 7 petition
(Bankr. D. Okla. Case No. 07-_____).  The bankruptcy court later
converted Debtor's case to a Chapter 11 proceeding, over the
Bank's objection.

The Chapter 11 proceedings have been contentious.  The Bank filed
a motion for relief from stay to proceed in state court with its
Motion to Assess, which the bankruptcy court granted on June 15,
2007.  The bankruptcy court's order stated the stay was lifted to
allow the Bank "to pursue its attorneys fees and costs claim filed
on September 26, 2006, in the Kay County action and if approved by
lower court, [the Bank] may reduce same to judgment."  On
October 17, 2008, the Oklahoma state court entered a judgment
against Debtor granting the Bank's Motion to Assess costs and
attorney's fees in the amount of $17,865.60.  The Fee Judgment
notes Debtor failed to appear in opposition to the Motion to
Assess.

The Bank filed a secured claim in the Debtor's case, which it
amended several times.  The final version listed the Bank's claim
at $375,276.35, which included the Bank's claim for attorney's
fees and costs under 11 U.S.C. Sec. 506(b).  The Bank's request
for attorney's fees and costs included the $17,865.60 awarded by
the Fee Judgment, plus postpetition fees and expenses of roughly
$32,000.  The Bank's claim also included certain out of pocket
expenses incurred by the Bank in connection with preserving its
collateral, including insurance, repairs, utilities, taxes,
winterization costs, and appraisal fees.  The Debtor objected to
the Bank's claim.

The bankruptcy court held an evidentiary hearing on the claim
objection on November 5, 2008, and made findings and conclusions
on the record.  On November 18, 2008, the bankruptcy court entered
a formal order partially disallowing the Bank's secured claim.
Essentially, the bankruptcy court allowed the amount of the
Judgment, plus pre- and post-judgment interest, and the amount of
the Fee Judgment. The court disallowed all other attorney's fees,
costs, and out of pocket expenses stated in the Bank's proof of
claim.

Eastman National Bank appeals the bankruptcy court's partial
disallowance of its secured claim under Sec. 506(b), arguing
postpetition attorney's fees, costs, and charges should have been
allowed.  Sun 'N Fun argues the bankruptcy court should not have
allowed the Bank's prepetition attorney's fees under Sec. 506(b).
Central to this dispute is the question of whether, under Oklahoma
law, a secured creditor who obtains a foreclosure decree, but
whose collateral has not yet been sold at a sheriff's sale, loses
its contractual rights under the mortgage to recover fees and
costs associated with its post-foreclosure decree collection
efforts.  In this case, the bankruptcy court ruled the Bank's
mortgage merged into the foreclosure decree and, therefore, the
Bank no longer had an agreement entitling it to recover further
fees and costs.  The Tenth Circuit B.A.P. disagrees with that
conclusion.


SUNGARD DATA: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
93.79 cents-on-the-dollar during the week ended Friday, July 17,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.86 percentage points from the previous week, The Journal
relates.  The loan matures on February 28, 2014.  The Company pays
375 basis points above LIBOR to borrow under the facility.  The
bank debt is not rated by Moody's while it carries Standard &
Poor's BB rating.  The debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 17, among the 144 loans with five or more
bids.

SunGard Data Systems Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

Fitch currently rates SunGard Issuer Default Rating at 'B', $4.7
billion senior secured term loan due 2014 and 2016 at 'BB- /RR2',
and $829 million senior secured revolving credit facility (RCF)
due 2011 and 2013 at 'BB-/RR2'.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013 at 'BB'.


SWIFT TRANSPORTATION: Bank Debt Trades at 27% Off
-------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 73.10 cents-on-the-dollar during the week ended Friday,
July 17, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.71 percentage points from the previous week, The Journal
relates.  The loan matures on March 15, 2014.  The Company pays
275 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 17, among the 144 loans with five or more bids.

Swift Transportation Co, Inc., headquartered in Phoenix, Arizona,
is the largest provider of truckload transportation services in
the United States, with line-haul, dedicated and inter-modal
freight services.

The Troubled Company Reporter said on Dec. 5, 2008, that Moody's
Investors Service has lowered the ratings of Swift's corporate
family rating to Caa1 from B3.  The rating of the first lien
credit facility was lowered to B3 from B1, while the second lien
notes' ratings were lowered to Caa3 from Caa2.  The rating outlook
remains negative.


TEMECULA VALLEY BANK: First-Citizens Bank Assumes All Deposits
--------------------------------------------------------------
Temecula Valley Bank, Temecula, California, was closed July 17 by
the California Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First-Citizens Bank and Trust Company,
Raleigh, North Carolina, to assume all of the deposits of Temecula
Valley Bank, excluding those from brokers.

Temecula Valley Bank's eleven offices will reopen today, July 20,
as branches of First-Citizens Bank and Trust Company.  Depositors
of Temecula Valley Bank will automatically become depositors of
First-Citizens Bank and Trust Company.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage. Customers should continue to use their
existing branches until First-Citizens Bank and Trust Company can
fully integrate the deposit records of Temecula Valley Bank.

As of May 31, 2009, Temecula Valley Bank had total assets of $1.5
billion and total deposits of approximately $1.3 billion.  In
addition to assuming all of the deposits of the failed bank,
First-Citizens Bank and Trust Company agreed to purchase
essentially all of the assets.

First-Citizens Bank and Trust Company will purchase all deposits,
except about $304 million in brokered deposits, held by Temecula
Valley Bank.  The FDIC will pay the brokers directly for the
amount of their funds.  Customers who placed money with brokers
should contact them directly for more information about the status
of their deposits.

The FDIC and First-Citizens Bank and Trust Company entered into a
loss-share transaction on approximately $1.3 billion of Temecula
Valley Bank's assets.  First-Citizens Bank and Trust Company will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-sharing arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-5170.  Interested parties can also
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $391 million.  First-Citizens Bank and Trust
Company's acquisition of all the deposits was the "least costly"
resolution for the FDIC's DIF compared to alternatives.  Temecula
Valley Bank is the 57thth FDIC-insured institution to fail in the
nation this year, and the eighth in California.  The last FDIC-
insured institution to be closed in the state was Vineyard Bank,
National Association, Rancho Cucamonga, also today.


TRAGE BROS: Goes Out of Business Following Chapter 7 Filing
-----------------------------------------------------------
Trage Bros. is going out of business, Josh Adams at Forest Park
Review reports, citing Forest Park Chamber of Commerce and
Development executive director Laurie Kokenes.

According to Forest Park Review, Ms. Kokenes said that she isn't
certain of the circumstances of the store's closing or when it may
finally lock the doors.

Forest Park Review relates that Trage filed for Chapter 7
bankruptcy protection in May, telling the court that it doesn't
have the money to pay its creditors.  Trage listed $517,000 in
assets versus more than $1.5 million in liabilities.  Public
records show that mortgages, a car loan for a 2003 Mercedes, and a
credit card account for more than $818,000 in unpaid debt.  Trage
owner William listed his monthly income at $7,400, but with more
than $14,900 in expenses each month.

Court documents say that much of Trage's debt is business related,
while county records show that the Company may have been
intertwined with real estate speculations.  Forest Park Review
relates that the Trage family is mired in a series of county court
cases related to real estate investments.  According to court
documents, individual family members, the appliance shop, and
Investments LLC are facing mortgage foreclosures and liens.  Trage
was also conducting business under TNT Investments.  Forest Park
Review states that at least four cases pending, while a 2008
complaint has since been resolved.

Citing Ms. Kokenes, Trage customers have allegedly been told by
sales and delivery staff of the store's fate.

Trage Bros. is a family-owned appliance store on Madison Street.
Trage Bros., 7440 Madison, had been in business since 1946 selling
appliances and electronics.  The Company was started three
generations ago and has relocated within Forest Park several
times.


TXCO RESOURCES: US Trustee & Panel Oppose Counsel for Directors
---------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, and the Official
Committee of Unsecured Creditors ask the Hon. Ronald B. King of
the U.S. Bankruptcy Court for the Western District of Texas to
deny the application to employ Locke Lord Bissell & Liddel LLP as
special counsel to the independent directors filed by TXCO
Resources Inc. and its debtor-affiliates

The U.S. Trustee and Committee assert that it is not appropriate
to employ the firm as professional of the Debtors' directors.
"The employment of the firm is unnecessary and duplicative," the
Committee argues.  "And not in the best interest of the estate."

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


UNI-MARTS LLC: $15.7MM Minimum Bid Set for All 207 Stores
---------------------------------------------------------
Matrix Capital Markets Group Inc. said minimum bids have been
established in the Uni-Marts Chapter 11 bankruptcy case.  The
aggregate of the minimum bids for all 207 Uni-Marts' assets is
$15,708,000.

Each of Uni-Marts' 114 company-operated stores is available for
sale on an individual basis and the minimum bids range from $2,500
to $342,000 for leased stores and $50,000 to $1,695,000 for stores
where Uni-Marts owns the real estate.  The aggregate minimum bid
of all the company-operated assets is $13,565,000.  The assets
generated $7.2 million in EBITDA -- earnings before interest,
taxes, depreciation and amortization -- on fuels volume of 70.6
million gallons and $87.6 million in merchandise sales for the
most recent 52-week period.

Uni-Marts' 93 distribution assets are also for sale -- with an
aggregate minimum bid amount of $2,143,000.  Matrix said assets
where Uni-Marts controls the real estate and subleases the store
to a dealer are available for sale on an individual basis, while
assets where Uni-Marts only has a supply relationship with the
dealer are available for sale in groups based on geography.  The
distribution assets accounted for $1.9 million in EBITDA on fuels
volume of 53.2 million gallons for the most recent 52-week period.

Offers to buy any of the Debtors' stores are due August 13, 2009.
An auction has been slated for August 18.

"Through the elimination of unprofitable assets and the successful
reduction of prime operating leasehold rents, Uni-Marts is a
different business than it was when it filed for bankruptcy," said
Tom Kelso, managing director of Matrix.  He added, "the sale of
the company-operated sites are an excellent opportunity for
existing operators or entrepreneurs looking to enter the industry,
and the lessee-dealer and dealer operations offer a substantial
amount of fuels volume and rental income at very attractive
values."

For a complete list of the assets available and their minimum
bids, prospective buyers may visit:

      http://www.matrixcapitalonline.com/unimart/intro.htm

Matrix's Energy and Multi-Site Retail Group proviedes
transactional advisory services to companies in the energy and
multi-site retail sectors.

Matrix Capital Markets Group is a middle market investment bank
headquartered in Richmond, Virginia.  Since 1988, Matrix has
focused on providing merger & acquisition and financial advisory
services for corporate and privately held companies, including
sales and divestitures, Staged Liquidity Transactions, management
buyouts and debt and equity placements.

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC owned
283 convenience stores and gasoline stations in Pennsylvania, New
York and Ohio, but later reduced the store count during its
bankruptcy case, which is still pending.  It was taken private in
2004 by the Sahakian family and private-equity investors.

The Company and six of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037).
Michael Gregory Wilson, Esq., at Hunton & Williams LLP, represents
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as their claims, notice and
balloting agent.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Blank Rome LLP as its counsel.


UNIPROP MANUFACTURED: Goodbye BDO Seidman, Hello Plante & Moran
---------------------------------------------------------------
Uniprop Manufactured Housing Communities Income Fund reports that
the Board of Directors of GP Genesis Corp. -- the General Partner
of the Fund's General Partner -- dismissed the Fund's accountant,
BDO Seidman, LLP, on July 9, 2009.  The Board named Plante &
Moran, PLLC as the successor accounting firm on July 10, 2009.

Uniprop has not consulted with Plante & Moran, PLLC during the
last two fiscal years or for the interim period ending July 13,
2009, regarding the application of any accounting principle to a
specific transaction or the type of audit opinion that might be
rendered on Uniprop's financial statements.  No written report or
oral advice was provided by Plante & Moran, PLLC, that was
considered by Uniprop in reaching the decision to dismiss BDO.

Over the past two years, the audit opinion was unqualified.  Over
the Fund's last two fiscal years including the interim period
ended July 13, 2009, there were no disagreements with BDO on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.  Uniprop has authorized
BDO to respond fully to the inquiries of Plante & Moran, PLLC.

For the two most recent fiscal years and for the interim period
ended July 13, 2009, BDO did not advise the Fund of any of the
following:

     -- the internal controls necessary for the Fund to develop
        reliable financial statements do not exist;

     -- information has come to the attention of BDO that has led
        it to no longer rely on management's representations, or
        that has made it unwilling to be associated with the
        financial statements prepared by management;

     -- need to expand significantly the scope of its audit;

     -- information has come to BDO's attention that materially
        impacts the fairness or reliability of a previously issued
        audit report, or the underlying financial statements or
        any financial statements issued or to be issued covering
        the fiscal period subsequent to the date of the audit
        report issued in connection with the financial statements
        issued for the year ended December 31, 2007 or that
        information has come to BDO's attention that would cause
        it to be unwilling to rely on management's representations
        or be associated with the Fund's financial statements; and

     -- information has come to BDO's attention that it has
        concluded materially impacts the fairness or reliability
        of (i) a previously issued audit report or the underlying
        financial statements, or (ii) the financial statements of
        any future periods subsequent to the date of the most
        recent financial statements covered by a financial report.

On March 30, 2009, the Board of Directors of the General Partner
of Uniprop Manufactured Housing Communities Income Fund
unanimously approved a motion to accept a purchase offer from an
unrelated third party for the sale of Aztec Estates in Margate,
Florida.  The Agreement of Purchase and Sale was subsequently
entered into on March 31, 2009.

Because the Fund is in default on its first mortgage loan, the
lender's consent was sought.  Consent was granted on the condition
that the Fund enters into a forbearance agreement with the lender.

In May 2009, Uniprop Manufactured entered into a Forbearance
Agreement with its first mortgage lender.  The Agreement calls for
interest payments to be deferred for a six-month period.  The Fund
will attempt to close on the sale of Aztec Estates.

Should the sale of Aztec Estates close at the contracted price,
the proceeds will be sufficient to satisfy the entire debt amount
with the first mortgage lender.  In this event, the Fund will
continue to own the Old Dutch Farms property.

If the Fund is unsuccessful in selling Aztec Estates or otherwise
defaults on the Agreement, the lender will have the ability to
record deeds on both Aztec Estates and Old Dutch Farms that will
transfer ownership of the two properties to the lender.

The Fund also said in May the default on the National City loan
has been cured by the loan Guarantor; and that a Consulting
Agreement with the Fund's Consultant was terminated by the
Consultant.

                    About Uniprop Manufactured

Uniprop Manufactured Housing Communities Income Fund, in
Birmingham, Michigan, was originally formed to acquire, maintain,
operate and ultimately dispose of income producing residential
real properties consisting of four manufactured housing
communities.

In 1986, Uniprop acquired Aztec Estates, a 645-site manufactured
housing community in Margate, Florida and Kings Manor, a 314-site
manufactured housing community in Ft. Lauderdale, Florida.
Uniprop acquired Old Dutch Farms, a 293-site manufactured housing
community in Novi, Michigan.  It also acquired The Park of the
Four Seasons, a 572-site manufactured housing community in Blaine,
Minnesota.

Uniprop operates the Properties as manufactured housing
communities with the primary investment objectives of: (1)
providing cash from operations to investors; (2) obtaining capital
appreciation; and (3) preserving capital of the Partnership. There
can be no assurance that such objectives can continue to be
achieved. During the fourth quarter of 2007, operations at Aztec
Estates were discontinued, the property was rezoned and the
property is currently being marketed for sale as more fully
described below.

At September 30, 2008, the Fund had $10,532,555 in total assets
and $15,560,134 in total liabilities.


UNITED AIR: Bank Debt Trades at 44% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which United Air Lines
is a borrower traded in the secondary market at 55.82 cents-on-
the-dollar during the week ended Friday, July 17, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.89 percentage points
from the previous week, The Journal relates.  The loan matures on
February 13, 2013.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 17, among the 144 loans
with five or more bids.

United Airlines, Inc. -- http://www.united.com/-- is the world's
second largest air carrier.  The airline flies to Brazil, Korea
and Germany.

The Company filed for chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R.  Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SIMDAG-ROBEL: Bank Forecloses on Site of Trump Tower Tampa
----------------------------------------------------------
Shannon Behnken at Tampa Bay Online says Colonial Bank on
Wednesday foreclosed on the land where a 52-story Trump Tower
Tampa was supposed to be built.

Tampa Bay Online says the bank attempted to sell the waterfront
downtown Tampa site at a foreclosure auction at the courthouse but
ended up buying the land back.

Tampa Bay Online says SimDag/Robel LLC announced the project in
early 2005, but wasn't able to get financing for the $300 million
tower when the economy tanked.  According to the report, SimDag
prepped the land for construction but ran into unstable soil.
Vertical construction never started.  Some buyers backed out, and
progress was held up by liens and lawsuits from buyers and
contractors.

Real estate mogul Donald Trump filed a lawsuit against SimDag,
alleging he sold SimDag the right to use his name and was owed
more than $1 million in fees.  He also said SimDag didn't begin
the project on time.

As reported by the Troubled Company Reporter on October 8, 2008,
SimDag reached a mediated agreement with Mr. Trump.

According to the report, Patrick Berman at Cushman & Wakefield
considers the property "A-plus" land, but said the lender's
options are limited.

"They can either sell it for a big discount or hold on to it long
term," Mr. Berman said, according to Tampa Bay Online.  "The only
thing financeable right now is multifamily apartments or hotel."

He added a hotel developer might be interested, but an apartment
complex would be risky in these economic conditions.

                        About SimDag-Robel

Tampa, Florida-based SimDag/Robel, LLC, owns and operates a real
estate business.  The Debtor filed its Chapter 11 petition on
June 17, 2008 (Bankr. M.D. Fla. Case No. 08-08804).  Judge K.
Rodney May presides over the case.  Adam L. Alpert, Esq., and
Jeffrey W. Warren, Esq., at Bush Ross, P.A., represent the Debtor
in its restructuring efforts.  The Debtor listed assets of
$21,672,801 and debts of $37,047,540.


SPECIAL TREATMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Special Treatment GC Corp.
        55 South Street, Suite B
        Mt. Vernon, NY 10550

Bankruptcy Case No.: 09-23268

Chapter 11 Petition Date: July 16, 2009

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

Debtor's Counsel: Michael G. McAuliffe, Esq.
            48 South Service Road, Suite 102
            Melville, NY 11747
            Tel: (631) 465-0044
            Fax: (631) 465-0045
            Email: mgmlaw@optonline.net

Total Assets: 797,510

Total Debts: $1,867,315

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/nysb09-23268.pdf

The petition was signed by Felip Lala, president of the Company.


SPORTS MARKETING: Case Summary 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sports Marketing, Inc.
           dba Team Choice
        674 Brandon Town Center Mall
        Brandon, FL 33511

Bankruptcy Case No.: 09-15305

Chapter 11 Petition Date: July 16, 2009

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.com

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

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

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

          http://bankrupt.com/misc/flmb09-15305.pdf

The petition was signed by David H. Smith, president of the
Company.


STANDARD MOTOR: Repays $32.1MM Outstanding Under 2009 Debentures
----------------------------------------------------------------
Standard Motor Products, Inc., last week said it repaid at
maturity of all remaining outstanding 6-3/4% Convertible
Subordinated Debentures due 2009.  Roughly $32.1 million aggregate
principal amount plus all accrued and unpaid interest on the
Debentures was paid at maturity.  The payment was financed through
the Company's existing credit facility.

Mr. James J. Burke, Standard Motor Products' Chief Financial
Officer, stated, "We are pleased with our ability to repay the
convertible debentures at maturity. Over the past year, we have
undertaken aggressive debt reduction efforts to increase our cash
flow and reduce debt. Our reduced borrowing needs allowed us
recently to amend our credit facility to reduce the facility to
$200 million while allowing us to extend the maturity date to
March 20, 2013."

                       About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
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.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


TUMBLEWEED INC: Asks Court to Extend Exclusivity Periods
--------------------------------------------------------
Tumbleweed, Inc., asks the U.S. Bankruptcy Court for the Western
District of Kentucky to extend its exclusive period to file a
plan.  No specific dates were mentioned in the motion.  Tumbleweed
says that negotiations with creditors of the estate regarding the
formulation of a consensual plan are continuing.

The hearing on the Debtor's motion is scheduled for August 25,
2009, at 1:30 p.m.  Objections to the motion, if any, must be
filed no later than five business days prior to the hearing date.

                     About Tumbleweed, Inc.

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

Tubleweed and Custom Food filed separate petitions for Chapter
11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 and
09-31526).  Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith,
PLC, David M. Cantor, Esq., at Seiller Waterman LLC, and Gary L.
Jones, Esq., at Jones Law Offices, represent Tumbleweed, Inc., as
counsel.  The Debtor listed between $10 million and $50 million
each in assets and debts.


UNISYS CORP: Expects to Post 2Q Pre-Tax Profit of Up to $55MM
-------------------------------------------------------------
Unisys Corporation will release its second-quarter 2009 results on
Tuesday, July 28, before the opening of trading on the New York
Stock Exchange.  The company currently expects to report:

     * Revenue in the $1.09 billion to $1.14 billion range, which
       is a decline from second-quarter 2008 revenue of $1.34
       billion.  Foreign exchange rates had an roughly 8
       percentage-point negative impact on the year-over-year
       revenue comparison;

     * Profit before tax in the $30 million to $55 million range
       Compared to a pre-tax loss of $5.0 million in the year-ago
       quarter;

     * Roughly $475 million of cash on hand at the end of the
       quarter, which includes a benefit of roughly $25 million
       from favorable foreign currency translation in the current
       quarter;

     * A substantial decline in services orders versus a year ago,
       reflecting the continued weak demand environment.

In connection with the exchange offers and consent solicitations
the Company announced on June 30, 2009, it said the per share
price at which its common stock will be issued in the exchange
offers is $1.5554.  The price, the Company said, was calculated
based on the volume-weighted average price of the common stock, as
displayed under the heading "Bloomberg VWAP" on Bloomberg page
"UIS US VWAP", in respect of the 10-trading day period
ending on and including July 8, 2009.  In the exchange offers,
Unisys is offering to exchange new secured notes, cash and shares
of the company's common stock for existing senior notes.

Tendered notes may not be withdrawn after 5:00 p.m., New York City
time, on July 14, 2009, and the exchange offers expire at
midnight, New York City time, on July 28, 2009, in each case,
unless extended.

Unisys has commenced private exchange offers and consent
solicitations in respect of its 6-7/8% Senior Notes due 2010, 8%
Senior Notes due 2012, 8-1/2% Senior Notes due 2015 and 12-1/2%
Senior Notes due 2016.  The Company terminated its previously
announced private offer to exchange a portion of the Senior Notes
and its concurrent notes offering.  All tendered Senior Notes, and
any subscription fees submitted, in the terminated transaction
will be promptly returned to holders.

Pursuant to the June 30 private exchange offers, the Company seeks
to exchange its outstanding Senior Notes in private placements for
new 12-3/4% Senior Secured Notes due 2014 to be issued by the
Company, new 14-1/4% Senior Secured Notes due 2015 to be issued by
the Company, up to the lesser of (i) 73,697,327 shares of the
Company's common stock, par value $0.01 per share, and (ii) 19.9%
of the number of shares of Common Stock outstanding (excluding
treasury shares) on the date the transaction closes, and up to
$30.0 million in cash.  The Company has negotiated the terms of
the exchange offers with representatives of an ad hoc bondholder
group that, the Company has been advised, is comprised of
investors holding roughly 40% of the Senior Notes in the
aggregate.  Members of the group who hold roughly 25.6%, 23.8%,
54.0% and 15.8% of the outstanding aggregate principal amount of
2010 Notes, 2012 Notes, 2015 Notes and 2016 Notes, respectively,
have contractually committed to tender and not withdraw their
Senior Notes in the exchange offers and to deliver their consents
in favor of the proposed amendments of the indentures governing
the Senior Notes.

The Company is also soliciting consents from holders of the Senior
Notes to certain proposed amendments to the indentures under which
the Senior Notes were issued, which, if effected, would eliminate
substantially all of the restrictive covenants and certain events
of default in those indentures.  A tender of Senior Notes by any
holder in the exchange offers will also constitute a consent by
such holder in favor of the Proposed Amendments.  The exchange
offers are not conditioned upon obtaining the consents from
holders of any series of Senior Notes.

The terms and conditions of the exchange offers and consent
solicitations are set forth solely in the confidential offering
circular and consent solicitation statement dated June 30, 2009,
relating to the exchange offers and the consent solicitations and
the accompanying letter of transmittal and consent.  Offering
Documents are being distributed only to holders of senior notes
who complete a form confirming that they are within the category
of eligible holders for these private offers.  The exchange offers
and consent solicitations are made only by, and pursuant to, the
terms set forth in the Offering Circular, and the information in
this press release is qualified by reference to the Offering
Documents.  Subject to applicable law, Unisys may amend, extend or
terminate any of the exchange offers and any of the consent
solicitations.

The exchange offers are being made, and the new secured notes and
common stock are being offered and issued within the United States
only to "qualified institutional buyers" as defined in Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States to non-U.S. investors.  The new secured notes and
the common stock being offered have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  The Company plans to enter into a registration
rights agreement pursuant to which certain holders of the common
stock will be granted certain registration rights.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- is a worldwide information technology
company.  It provides a portfolio of IT services, software, and
technology that solves critical problems for clients.  With more
than 27,000 employees, Unisys serves commercial organizations and
government agencies throughout the world.

As reported by the Troubled Company Reporter on July 8, 2009,
Standard & Poor's Ratings Services raised its rating on Unisys
Corp.'s $400 million senior notes due 2012 to 'B' from 'CC', and
removed it from CreditWatch, where it was placed with developing
implications on April 30, 2009.  In addition, S&P affirmed the 'B'
rating on the company's $300 million senior notes due March 2010.
This rating is not on CreditWatch.  Due to the value and
composition of the offers for the 2010 and 2012 notes, S&P does
not view these exchanges as distressed.

S&P also revised the CreditWatch on the 'CC' corporate credit
rating and the 'CC' rating on the $150 million notes due 2015 and
$210 million notes due 2016 to Negative from Developing.  The
CreditWatch revision reflects S&P's view that, given the tender
agreement with 2015 and 2016 noteholders, the exchange would
include transactions S&P would characterize as distressed.


VALPICO TOWN CENTER: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Valpico Town Center, LLC
        1025 Central Ave
        Tracy, CA 95376

Bankruptcy Case No.: 09-34766

Chapter 11 Petition Date: July 16, 2009

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

Judge: Michael S. McManus

Debtor's Counsel: Charles L. Hastings, Esq.
                  4568 Feather River Dr #A
                  Stockton, CA 95219
                  Tel: (209) 476-1010

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 Anthony F. Battaglia.


VENETIAN MACAU: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
87.57 cents-on-the-dollar during the week ended Friday, July 17,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 2.61 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2013.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 17, among the 144 loans with five or more bids.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands is a borrower traded in the secondary market at 70.94
cents-on-the-dollar during the week ended Friday, July 17, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.59
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 17,
among the 144 loans with five or more bids.

Venetian Macau is a wholly-owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


VERASUN ENERGY: McGladrey Resigns as Independent Accountant
-----------------------------------------------------------
VeraSun Energy Corporation informed the U.S. Securities and
Exchange Commission that McGladrey & Pullen LLP resigned as the
Company's independent registered public accounting firm on
May 20, 2009.

Mark Dickey, Esq., VeraSun's senior vice president and general
counsel, said that there were no disagreements between VeraSun
and McGladrey Pullen on any matter of accounting principle or
practice.  However, he noted that during the quarter ended
September 30, 2008, McGladrey Pullen advised VeraSun of
identified deficiencies in internal control over financial
reporting that, in the aggregate, were determined to be a
material weakness.

The matter was discussed with VeraSun's audit committee and the
material weakness was disclosed in the September 30, 2008, Form
10-Q submitted by VeraSun to the SEC on November 19, 2008.

                    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: Three Executives Step Down From Roles
-----------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, VeraSun Energy Corporation disclosed that on
January 15, 2009, Paul J. Caudill resigned as VeraSun's senior
vice president of operations.

The Company also disclosed that it released William L. Honnef
from his duties as VeraSun's senior vice president of sales and
marketing and strategic initiatives on April 30, 2009.  Mr.
Honnef's employment was terminated, effective May 26, 2009.

VeraSun further disclosed that Bryan D. Meier, VeraSun's vice
president of finance and chief accounting officer resigned.

                    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: Parties Notify Perfection of Mechanics' Liens
-------------------------------------------------------------
Premier Electrical Corporation notifies VeraSun Energy Corp. that
it had perfected three mechanic's liens for services it performed
as a subcontractor on three of the Debtors' ethanol plants in
Minnesota and Iowa:

  Plant Location        Main Contractor             Lien Amount
  --------------        ---------------             -----------
  Hartley, Iowa         Bowen Engineering Corp.         $64,991

  Welcome, Minnesota    Southern Minnesota               81,442
                           Construction Co., Inc.

  Welcome, Minnesota    Bowen Engineering Corp.          93,090

In separate filings, Southern Minnesota Construction Company,
Inc., asserts that it has perfected a $289,810 mechanic's lien and
Weerts Construction, Inc., asserts that it has perfected
mechanic's lien amounting $77,852.

                    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).


VINEYARD BANK: Closed; California Bank & Trust Assumes Deposits
---------------------------------------------------------------
Vineyard Bank, National Association, Rancho Cucamonga, California,
was closed July 17 by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with California
Bank & Trust, San Diego, California, to assume all of the deposits
of Vineyard Bank, N.A., excluding those from brokers.

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

As of March 31, 2009, Vineyard Bank, N.A. had total assets of $1.9
billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately $1.8
billion of assets.  The FDIC will retain the remaining assets for
later disposition.

California Bank & Trust will purchase all deposits, except about
$134 million in brokered deposits, held by Vineyard Bank, N.A.
The FDIC will pay the brokers directly for the amount of their
funds. Customers who placed money with brokers should contact them
directly for more information about the status of their deposits.

The FDIC and California Bank & Trust entered into a loss-share
transaction on approximately $1.5 billion of Vineyard Banks,
N.A.'s assets. California Bank & Trust will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector. The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8159.  The phone number will be
operational this evening until 9:00 p.m., Pacific Daylight Time
(PDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., PDT; on
Sunday from noon to 6:00 p.m., PDT; and thereafter from 8:00 a.m.
to 8:00 p.m., PDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $579 million.  California Bank & Trust's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to alternatives. Vineyard Bank, N.A. is the
56th FDIC-insured institution to fail in the nation this year, and
the seventh in California. The last FDIC-insured institution to be
closed in the state was Mirae Bank, Los Angeles, on June 26, 2009.


VIRGIN MOBILE: Inks Deal to Use Brand Name in Mobile Web Services
-----------------------------------------------------------------
Virgin Mobile USA, L.P., an operating company of Virgin Mobile
USA, Inc., on July 9, 2009, executed an Amendment Letter to its
Amended and Restated Trademark License Agreement with Virgin
Enterprises Limited.

Pursuant to the Letter, VEL has granted Virgin Mobile USA the
exclusive right to use the "Virgin Mobile," "Virgin Mobile USA"
and "Virgin Mobile Broadband2Go" names in relation to Virgin
Mobile USA's marketing of certain mobile Internet access services.
The Letter provides that such services will be exclusively
marketed to non-corporate customers and potential non-corporate
customers within its operating territory. Virgin Mobile USA has
agreed to pay VEL a quarterly royalty in exchange for the right to
use the Names, which is not subject to the royalty cap set forth
in the Agreement.

A full-text copy of the Amendment Letter is available at no charge
at http://ResearchArchives.com/t/s?3f7c

                    About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- provides wireless, pay-
as-you-go communications services without annual contracts.  The
company was founded as Virgin Mobile USA, LLC, a joint venture
between Sprint Nextel and the Virgin Group, and launched its
service nationally in July 2002.  In October 2007, it completed
its initial public offering and a related reorganization.

At March 31, 2009, the Company had $323,814,000 in total assets
and $605,594,000 in total liabilities.


VISIONTEK PRODUCTS: Denies Bankruptcy Rumors
--------------------------------------------
VisionTek Products, LLC, said that isn't going bankruptcy, Sean
Kalinich at Tweak Town reports.

Theo Valich at Bright Side of News relates that VisionTek chief
operating officer Michael Innes admitted that while the Company
was hit hard by recession and slowing sales, the bankruptcy rumor
probably originated from one of the dropped Chinese partners,
since the unnamed manufacturer was hit hard and ultimately closed.

Bright Side says that VisionTek looked for funding since September
2008, and this year its new business plan got accepted by a major
European bank, securing the Company's future.  VisionTk said in a
statement, "Executive management and the VisionTek Board of
Investors succeeded in enhancing VisionTek's financial footing
with a leading international bank.  We are moving forward on
implementing our business model, exploring manufacturing
opportunities and expanding our technology product line."
According to Bright Side, the new investor has joined VisionTek's
Board of Investors.

According to Bright Side, VisionTek has invested in a "100,000
square foot distribution center centrally located in the U.S.,
outside Chicago," adjacent to the second largest airport in the
world.

Inverness, Illinois-based VisionTek Products, LLC, supplies three
dimensional (3D) graphic cards and personal computer enhancement
products to retailers and consumers.  The Company provides graphic
cards, including Xtreme Gamer Edition graphics cards; heat
dispersion systems; dual DVI-I monitor that provides digital
output enhancement for personal computers; SilenCool, a heat
dispersion system that draws heat away from the GPU core; and
Radeon 2600XT x2 dual processor quad cards.


VISTEON CORP: Bank Debt Trades at 56% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 43.96 cents-on-the-
dollar during the week ended Friday, July 17, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.75 percentage
points from the previous week, The Journal relates.  The loan
matures on May 30, 2013.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating while Standard & Poor's has assigned a default rating on
the bank debt.  The debt is one of the biggest gainers and losers
among widely-quoted syndicated loans in secondary trading in the
week ended July 17, among the 144 loans with five or more bids.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VOICESERVE INC: Cuts Net Loss to $371,013 in Year Ended March 31
----------------------------------------------------------------
Voiceserve Inc. posted a net loss of $371,013 for the year ended
March 31, 2009, compared with a net loss of $835,597 in the same
period in the previous year.

At March 31, 2009, the Company's balance sheet showed total assets
of $2,605,110, total liabilities of $556,899 and shareholders'
equity of $2,048,211.

As of March 31, 2009, the Company related that it has $175,072 in
cash.  A substantial amount of cash will be required in order to
grow operations over the next twelve months.  Based upon its
current cash the Company may not be able to meet its current
expenses and may need additional capital.  The Company intends to
seek advice from investment professionals on how to obtain
additional capital and believe that by being a public entity it
will be more attractive to sources of capital.

In addition, the Company needs to raise additional capital to
continue its operations past 12 months, and there is no assurance
it will be successful in raising the needed capital.  Currently,
the Company has no material commitments for capital expenditures.
The management believes that actions being taken to obtain
additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.

On July 14, 2009, Michael T. Studer CPA P.C. in Freeport, New York
raised substantial doubt about Voiceserve Inc.'s ability to
continue as a going concern after auditing the its financial
results for the years March 31, 2009, and 2008.  The auditors
pointed to the Company's present financial situation.

Form 10K is available for free at:

               http://ResearchArchives.com/t/s?3f5d

Voiceserve, Inc. (OTCBB: VSRV) is a holding company for its wholly
owned subsidiaries VoiceServe Limited and VoipSwitch, Inc.,
Limited, is engaged in the telephone communications business.
Limited offers customers through its software voice calls over the
Internet.  The software allows computer users to access the
company's exchange via the Internet and through the exchange
connect with numerous sources of telephone communications.  Since
January 15, 2008, Limited has also licensed VoipSwitch software
systems.  On January 15, 2008, VoiceServe acquired 100% of
VoipSwitch.  VoipSwitch licenses software systems (online
telephony management applications) to customers online.


WILLIAM AND MICHELLE MULLINS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: William and Michelle Mullins, LLC
        7515 Canton Center Road
        Canton, MI 48187

Bankruptcy Case No.: 09-62107

Chapter 11 Petition Date: July 16, 2009

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

Judge: Phillip J. Shefferly

Debtor's Counsel: Jason W. Bank, Esq.
                  Kerr, Russell and Weber, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  Email: jwb@krwlaw.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Michelle Rodriguez, president of the
Company.


WL HOMES: Bond, Lexon Balk at Sale Deal Sought by Ch. 7 Trustee
---------------------------------------------------------------
Bond Safeguard Insurance Co. and Lexon Insurance Co. objected
before the U.S. Bankruptcy Court for the District of Delaware to
deny a sale agreement proposed by the trustee in WL Homes LLC's
Chapter 7 proceedings, arguing that the plan does not give enough
information how bonds will be treated in a sale to the Debtor's
parent company, Emaar America Corp., according to Law360.

The Debtor's Chapter 7 trustee wanted to sell the Debtor's assets
to Emaar for $52 million plus the subordination of the purchaser's
$408 million claim, absent higher and better bids for those
assets, Troubled Company Reporter said on July 14, 2009, citing a
report from Bill Rochelle at Bloomberg News.  Emaar will be able
to pay the purchase price in part by swapping $8.25 million in
secured claims and whatever it's loaned to the Chapter 7 trustee.

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  The U.S.
Trustee for Region 2 appointed creditors to serve on the Official
Committee of Unsecured Creditors of the Debtors' Chapter 11 cases.
Ashby & Geddes represents the Committee.  When the Debtors sought
protection from their creditors, they listed assets of more than
$1 billion, and debts between $500 million and $1 billion.


YOUNG BROADCASTING: Bank Debt Trades at 51% Off
-----------------------------------------------
Participations in a syndicated loan under which Young Broadcasting
is a borrower traded in the secondary market at 48.96 cents-on-
the-dollar during the week ended Friday, July 17, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.42 percentage
points from the previous week, The Journal relates.  The loan
matures on November 3, 2012.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating while Standard & Poor's has assigned a default rating
on the bank debt.  The debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 17, among the 144 loans with five or more
bids.

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.


ZOUNDS INC: Court OKs Disc. Statement; August 4 Conf. Hearing Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
the "adequacy" of the explanatory disclosure statement with
respect to Zounds, Inc.'s plan of reorganization dated as of
June 3, 2009.  As a result, the Debtor may now commencce the
solicitation of votes for the acceptance of or rejection of the
plan.

Ballots are due no later than 5:00 p.m. on July 31, 2009.  The
confirmation hearing will be held on August 4, 2009, at 9:30 a.m.
Objections to confirmation of the plan must be filed so as to be
received by the Court, counsel for the Debtor, and the U.S.
Trustee, on or before 5:00 p.m. on July 31, 2009.

Under the plan, only Secured Note Claims under Class 4, Settled
Note Claims under Class 5, and Unsecured Claims under Class 6 are
entitled to vote under the Plan.  Securities Claims under Class 7
and Equity Interests under Class 8 are deemed to reject.
Priority Claims in Class 1, Secured Tax Claims in Class 2, and
Miscellaneous Secured Claims in Class 3, being unimpaired, are
deemed to accept and are not entitled to vote.

As reported in the Troubled Company Reporter, under the plan
terms, on or before the plan's Effective Date, the Debtor or
Reorganized Zounds will execute the Exit Financing Documents, on
terms acceptable to the Debtor, which must have been approved in
either the confirmation order or by a separate final order of the
Bankruptcy Court.

On the Effective Date, Reorganized Zounds will issue approximately
10,000,000 shares of New Common Stock on account of Allowed
Secured Notes Claims and Allowed Settled Notes Claims, which will
represent 100% of the then-outstanding equity in Reorganized
Zounds.  The New Common Stock will have a par value of $0.0001 per
share.

Pursuant to the Plan, Equity Interests will be cancelled and
extinguished and holders thereof of will not receive or retain any
rights, property, or distributions on account of their Equity
Interests under the Plan.

Unsecured Claims in Class 6 will receive a Pro Rata portion of the
beneficial interests in the Unsecured Trust, which will be vested
with the Avoidance Actions and the Unsecured Creditor Note to the
Unsecured Creditor Trust beginning on the Effective Date.

Each holder of an Allowed Secured Notes Claim under Class 4 will
receive a Pro Rata portion of 100% of the New Common Stock,
subject to dilution by: (A) 5% by the New Common Stock issued to
holders of Settled Notes Claims in Class 5; (B) any stock
authorized and issued under any incentive plan or similar program
for members of Reorganized Zounds' senior management as the board
of directors of Reorganized Zounds may approve after the Effective
Date; and (C) any future stock offerings as the board of directors
of Reorganized Zounds may approve after the Effective Date in
accordance with the Reorganized Certificate.

Settled Notes Claims in Class 5 will receive a Pro Rata portion of
5% of the New Common Stock, subject to dilution by any shares
issued under a stock incentive plan or similar program for members
of Reorganized Zounds' senior management and any future stock
offerings, each as the board of directors of Reorganized Zounds
may approve after the Effective Date in accordance with the
Reorganized Certificate.

A full-text copy of the disclosure statement in support of the
Debtor's plan of reorganization is available at:

           http://bankrupt.com/misc/zounds.ds.pdf

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


* 4 Banks Shuttered; Year's Failed Banks Now 57
-----------------------------------------------
First Piedmont Bank, Winder, Georgia; BankFirst, Sioux Falls,
South Dakota; Vineyard Bank, National Association, Rancho
Cucamonga, California; and Temecula Valley Bank, Temecula,
California, were closed by regulators July 17 by the State of
Wyoming, Department of Audit, Division of Banking.  The closings
raised the total number of bank failures this year to 57.

The Federal Deposit Insurance Corporation, which was appointed as
receiver for First Piedmont, et al., has signed purchase
agreements with four other banks for the assumption of deposits
and transfer of assets to these banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

According to Bloomberg News, regulators have seized the most U.S.
banks this year since 1993.

The Summer 2009 issue of Supervisory Insights released by the FDIC
on June 16, 2008, said the U.S. financial services industry
experience a crisis in 2008, with these challenges continuing
during the first half of 2009.  In 2008, U.S. financial regulatory
agencies extended $6.8 trillion in temporary loans, liability
guarantees and asset guarantees in support of financial services.
By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.

Bear Stearns was the first large investment bank to be acquired by
a bank holding company during 2008.  Of the other four largest
investment banks in the United States, one would fail and the
others would be acquired by, or become, bank holding companies.

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.  A copy of the Supervisory Insights is
available for free at:

       http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                         Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
Temecula Valley     First-Citizen Bank          $996.0     $391.0
Vineyard Bank       Calif. Bank, San Diego    $1,456.0     $579.0
BankFIrst, Sioux    Alerus Financial, N.A.      $254.0      $91.0
First Piedmont      First American Bank         $109.0      $29.0
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

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

                    305 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

The FDIC said on May 27 that the number of banks and savings
institutions in its "Problem List" increased to 305 from 252 at
the end of 2008.  The 305 banks and thrifts have combined assets
of $220 billion, according to the FDIC's quarterly banking
profile.

The 252 insured institutions with combined assets of $159 billion
on the FDIC's "Problem List" as of year-end was already the
largest since the middle of 2005.  The Problem List had 171
institutions with $116 billion in assets at the end of the third
quarter, and 76 institutions with $22 billion in assets at the end
of 2007.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q1'09             305      $220,047          21         $9,498
  2008              252       159,405          25        371,945
  2007               76        22,189           3          2,615
  2006               50         8,265           0              0
  2005               52         6,607           0              0
  2004               80        28,250           4            170

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* BOND PRICING -- For the Week From July 13 to 17, 2009
-------------------------------------------------------
Company               Coupon      Maturity Bid Price
-------               ------      -------- ---------
ACCURIDE CORP            8.50%     2/1/2015     17.00
ADVANTA CAP TR           8.99%   12/17/2026     19.40
AHERN RENTALS            9.25%    8/15/2013     42.51
ALERIS INTL INC          9.00%   12/15/2014      1.00
ALERIS INTL INC         10.00%   12/15/2016      3.00
ALLIED CAP CORP          6.63%    7/15/2011     58.80
AMBASSADORS INTL         3.75%    4/15/2027     27.00
AMER AXLE & MFG          5.25%    2/11/2014     32.00
AMER GENL FIN            3.05%    6/15/2010     60.50
AMER GENL FIN            3.40%   10/15/2009     92.25
AMER GENL FIN            3.85%    9/15/2009     93.50
AMER GENL FIN            4.00%    8/15/2009     91.75
AMER GENL FIN            4.10%    1/15/2010     85.19
AMER GENL FIN            4.10%    5/15/2010     70.68
AMER GENL FIN            4.20%   10/15/2010     60.00
AMER GENL FIN            4.25%   10/15/2010     59.00
AMER GENL FIN            4.30%    9/15/2009     89.50
AMER GENL FIN            4.50%    9/15/2009     93.22
AMER GENL FIN            4.50%    3/15/2010     60.00
AMER GENL FIN            4.50%   11/15/2010     55.96
AMER GENL FIN            4.55%   10/15/2009     80.00
AMER GENL FIN            4.60%   10/15/2010     45.00
AMER GENL FIN            4.75%    8/15/2010     62.10
AMER GENL FIN            4.95%   11/15/2010     62.00
AMER GENL FIN            5.00%    9/15/2009     95.00
AMER GENL FIN            5.00%    9/15/2010     70.16
AMER GENL FIN            5.00%   10/15/2010     65.00
AMER GENL FIN            5.00%    1/15/2011     62.00
AMER GENL FIN            5.20%    6/15/2010     70.15
AMER GENL FIN            5.20%    9/15/2010     70.58
AMER GENL FIN            5.25%    7/15/2010     55.00
AMER GENL FIN            5.25%   12/15/2012     25.00
AMER GENL FIN            5.40%    6/15/2011     53.79
AMER GENL FIN            5.50%    3/15/2013     35.90
AMER GENL FIN            5.75%    6/15/2013     44.64
AMER GENL FIN            8.00%    8/15/2010     72.00
AMER GENL FIN            8.15%    8/15/2011     52.78
AMER MEDIA OPER          8.88%    1/15/2011     61.38
AMR CORP                10.40%    3/10/2011     43.20
AMR CORP                10.45%    3/10/2011     54.50
ANTHRACITE CAP          11.75%     9/1/2027     16.20
APPLETON PAPERS          9.75%    6/15/2014     38.00
ARCO CHEMICAL CO        10.25%    11/1/2010     28.00
BANK NEW ENGLAND         8.75%     4/1/1999      9.69
BANK NEW ENGLAND         9.88%    9/15/1999      9.50
BANKUNITED FINL          3.13%     3/1/2034      6.38
BARRINGTON BROAD        10.50%    8/15/2014     33.50
BELL MICROPRODUC         3.75%     3/5/2024     32.50
BLOCKBUSTER INC          9.00%     9/1/2012     44.61
BON-TON DEPT STR        10.25%    3/15/2014     42.70
BORDEN INC               8.38%    4/15/2016     25.50
BORDEN INC               9.20%    3/15/2021     24.75
BOWATER INC              6.50%    6/15/2013     14.25
BOWATER INC              9.38%   12/15/2021     13.50
BOWATER INC              9.50%   10/15/2012     14.69
BRODER BROS CO          11.25%   10/15/2010     30.13
BROOKSTONE CO           12.00%   10/15/2012     45.00
CALLON PETROLEUM         9.75%    12/8/2010     41.00
CAPMARK FINL GRP         7.88%    5/10/2012     23.00
CAPMARK FINL GRP         8.30%    5/10/2017     22.63
CARAUSTAR INDS           7.25%     5/1/2010     56.88
CCH I LLC                9.92%     4/1/2014      0.75
CCH I LLC               10.00%    5/15/2014      0.50
CCH I LLC               11.13%    1/15/2014      0.50
CCH I LLC               13.50%    1/15/2014      1.56
CCH I/CCH I CP          11.00%    10/1/2015     11.50
CCH I/CCH I CP          11.00%    10/1/2015     11.75
CHAMPION ENTERPR         2.75%    11/1/2037     11.25
CHARTER COMM HLD        10.00%    5/15/2011      1.00
CHARTER COMM HLD        12.13%    1/15/2012      0.25
CHARTER COMM HLD        13.50%    1/15/2011      1.00
CHARTER COMM INC         6.50%    10/1/2027     36.00
CHENIERE ENERGY          2.25%     8/1/2012     39.00
CIT GROUP INC            3.85%   11/15/2009     50.10
CIT GROUP INC            3.95%   12/15/2009     41.00
CIT GROUP INC            4.05%    2/15/2010     42.10
CIT GROUP INC            4.13%    11/3/2009     60.50
CIT GROUP INC            4.25%     2/1/2010     58.25
CIT GROUP INC            4.30%    3/15/2010     44.00
CIT GROUP INC            4.30%    6/15/2010     28.00
CIT GROUP INC            4.35%    6/15/2010     35.50
CIT GROUP INC            4.40%    9/15/2009     50.28
CIT GROUP INC            4.45%    5/15/2010     47.63
CIT GROUP INC            4.60%    8/15/2010     47.50
CIT GROUP INC            4.63%   11/15/2009     36.50
CIT GROUP INC            4.75%   12/15/2010     59.13
CIT GROUP INC            4.75%    7/15/2013     38.50
CIT GROUP INC            4.80%   12/15/2009     45.50
CIT GROUP INC            4.85%   12/15/2009     35.82
CIT GROUP INC            4.85%    6/15/2013     41.00
CIT GROUP INC            4.90%   12/15/2010     49.00
CIT GROUP INC            4.90%    3/15/2011     46.00
CIT GROUP INC            4.95%    5/15/2013     34.36
CIT GROUP INC            5.00%    9/15/2009     49.00
CIT GROUP INC            5.00%   11/15/2009     52.25
CIT GROUP INC            5.00%   11/15/2009     51.00
CIT GROUP INC            5.00%   11/15/2009     45.00
CIT GROUP INC            5.00%   12/15/2010     47.50
CIT GROUP INC            5.00%    3/15/2011     36.13
CIT GROUP INC            5.00%    3/15/2011     42.00
CIT GROUP INC            5.00%   12/15/2011     36.50
CIT GROUP INC            5.00%    3/15/2012     37.00
CIT GROUP INC            5.00%    3/15/2012     43.00
CIT GROUP INC            5.05%   11/15/2009     34.00
CIT GROUP INC            5.05%    2/15/2010     44.15
CIT GROUP INC            5.05%    3/15/2010     52.00
CIT GROUP INC            5.05%   11/15/2010     37.16
CIT GROUP INC            5.05%   12/15/2010     42.00
CIT GROUP INC            5.05%    3/15/2011     47.50
CIT GROUP INC            5.05%   11/15/2014     41.00
CIT GROUP INC            5.15%    3/15/2010     50.75
CIT GROUP INC            5.15%    2/15/2011     43.00
CIT GROUP INC            5.15%    2/15/2011     30.90
CIT GROUP INC            5.15%    4/15/2011     37.00
CIT GROUP INC            5.15%    2/15/2012     38.00
CIT GROUP INC            5.20%    11/3/2010     54.13
CIT GROUP INC            5.20%    9/15/2011     47.50
CIT GROUP INC            5.20%   11/15/2011     46.00
CIT GROUP INC            5.20%   10/15/2013     46.00
CIT GROUP INC            5.25%    5/15/2010     44.25
CIT GROUP INC            5.25%    9/15/2010     44.50
CIT GROUP INC            5.25%   11/15/2010     44.00
CIT GROUP INC            5.25%   11/15/2010     46.50
CIT GROUP INC            5.25%   11/15/2010     46.50
CIT GROUP INC            5.25%   12/15/2010     40.50
CIT GROUP INC            5.25%   11/15/2011     41.55
CIT GROUP INC            5.25%   11/15/2011     45.44
CIT GROUP INC            5.25%   11/15/2011     40.00
CIT GROUP INC            5.25%    2/15/2012     46.00
CIT GROUP INC            5.30%    6/15/2010     44.00
CIT GROUP INC            5.30%    8/15/2013     46.00
CIT GROUP INC            5.35%    8/15/2011     35.20
CIT GROUP INC            5.40%    2/13/2012     53.25
CIT GROUP INC            5.40%   12/15/2013     38.50
CIT GROUP INC            5.45%    8/15/2010     41.10
CIT GROUP INC            5.50%    8/15/2010     49.00
CIT GROUP INC            5.50%   11/15/2012     43.75
CIT GROUP INC            5.50%   11/15/2012     40.10
CIT GROUP INC            5.60%    4/27/2011     56.50
CIT GROUP INC            5.80%    7/28/2011     52.75
CIT GROUP INC            6.00%    2/15/2013     36.25
CIT GROUP INC            6.00%    3/15/2013     38.00
CIT GROUP INC            6.00%    3/15/2013     47.50
CIT GROUP INC            6.05%    4/15/2013     42.00
CIT GROUP INC            6.10%    3/15/2013     46.00
CIT GROUP INC            6.10%    3/15/2067      7.75
CIT GROUP INC            6.15%    1/15/2013     40.13
CIT GROUP INC            6.15%    1/15/2013     47.00
CIT GROUP INC            6.15%    2/15/2013     36.25
CIT GROUP INC            6.15%    4/15/2013     47.50
CIT GROUP INC            6.15%    4/15/2013     46.00
CIT GROUP INC            6.20%    2/15/2013     42.00
CIT GROUP INC            6.25%    9/15/2009     43.10
CIT GROUP INC            6.25%   12/15/2009     39.00
CIT GROUP INC            6.25%    2/15/2010     36.25
CIT GROUP INC            6.25%    1/15/2013     36.25
CIT GROUP INC            6.25%    1/15/2013     45.50
CIT GROUP INC            6.25%    2/15/2013     46.00
CIT GROUP INC            6.25%    3/15/2013     34.00
CIT GROUP INC            6.50%   12/15/2009     45.21
CIT GROUP INC            6.50%    2/15/2010     35.50
CIT GROUP INC            6.50%    3/15/2010     43.25
CIT GROUP INC            6.50%   12/15/2010     49.00
CIT GROUP INC            6.50%    1/15/2011     44.00
CIT GROUP INC            6.50%    3/15/2011     40.00
CIT GROUP INC            6.60%    2/15/2011     38.00
CIT GROUP INC            6.75%    3/15/2011     42.00
CIT GROUP INC            6.88%    11/1/2009     60.00
CIT GROUP INC            7.00%    2/15/2012     42.00
CIT GROUP INC            7.00%   12/15/2012     46.00
CIT GROUP INC            7.25%    2/15/2012     46.00
CIT GROUP INC            7.25%    3/15/2012     41.00
CIT GROUP INC            7.25%   12/15/2012     42.00
CIT GROUP INC            7.25%    3/15/2013     38.50
CIT GROUP INC            7.30%   12/15/2012     38.00
CIT GROUP INC            7.60%    2/15/2013     37.63
CIT GROUP INC            7.65%    2/15/2014     37.75
CIT GROUP INC            7.75%     4/2/2012     49.78
CIT GROUP INC            7.85%    2/15/2014     36.00
CIT GROUP INC            7.85%    3/15/2014     42.00
CIT GROUP INC            7.90%    3/15/2013     42.00
CITADEL BROADCAS         4.00%    2/15/2011      7.00
CLEAR CHANNEL            4.40%    5/15/2011     35.06
CLEAR CHANNEL            4.50%    1/15/2010     69.09
CLEAR CHANNEL            4.90%    5/15/2015     18.00
CLEAR CHANNEL            5.00%    3/15/2012     25.00
CLEAR CHANNEL            5.50%    9/15/2014     18.50
CLEAR CHANNEL            5.50%   12/15/2016     18.00
CLEAR CHANNEL            5.75%    1/15/2013     17.97
CLEAR CHANNEL            6.25%    3/15/2011     34.50
CLEAR CHANNEL            6.88%    6/15/2018     17.44
CLEAR CHANNEL            7.25%   10/15/2027     18.00
CLEAR CHANNEL            7.65%    9/15/2010     55.50
CLEAR CHANNEL           10.75%     8/1/2016     28.00
CLEAR CHANNEL           10.75%     8/1/2016     28.70
COLONIAL BANK            9.38%     6/1/2011     57.25
COMPREHENS CARE          7.50%    4/15/2010     75.25
COMPUCREDIT              3.63%    5/30/2025     32.00
CONEXANT SYSTEMS         4.00%     3/1/2026     43.13
CONSTAR INTL            11.00%    12/1/2012      8.00
COOPER-STANDARD          7.00%   12/15/2012     16.00
COOPER-STANDARD          8.38%   12/15/2014      6.00
CREDENCE SYSTEM          3.50%    5/15/2010     50.63
DAYTON SUPERIOR         10.00%    9/30/2029     17.00
DAYTON SUPERIOR         13.00%    6/15/2009     22.37
DECODE GENETICS          3.50%    4/15/2011      8.60
DECODE GENETICS          3.50%    4/15/2011      7.50
DELPHI CORP              8.25%   10/15/2033      1.00
DEX MEDIA INC            8.00%   11/15/2013     14.06
DEX MEDIA INC            9.00%   11/15/2013     10.00
DEX MEDIA INC            9.00%   11/15/2013     14.56
DEX MEDIA WEST           8.50%    8/15/2010     72.06
DEX MEDIA WEST           9.88%    8/15/2013     16.00
DOWNEY FINANCIAL         6.50%     7/1/2014      6.50
DUNE ENERGY INC         10.50%     6/1/2012     49.00
EDDIE BAUER HLDG         5.25%     4/1/2014     12.00
ENERGY PARTNERS          8.75%     8/1/2010     35.00
FAIRPOINT COMMUN        13.13%     4/1/2018     23.06
FIBERTOWER CORP          9.00%   11/15/2012     40.00
FINLAY FINE JWLY         8.38%     6/1/2012      2.60
FLEETWOOD ENTERP        14.00%   12/15/2011     30.25
FORD MOTOR CRED          4.90%   10/20/2009     81.67
FORD MOTOR CRED          4.95%   10/20/2009     81.20
FORD MOTOR CRED          5.00%    8/20/2009     99.92
FORD MOTOR CRED          5.00%    9/21/2009     83.76
FORD MOTOR CRED          5.00%   10/20/2009     81.74
FORD MOTOR CRED          5.10%    8/20/2009     84.15
FORD MOTOR CRED          5.15%    8/20/2009     84.18
FORD MOTOR CRED          5.15%   11/20/2009     81.80
FORD MOTOR CRED          5.25%   12/21/2009     79.70
FORD MOTOR CRED          5.25%    1/20/2010     79.49
FORD MOTOR CRED          5.35%   12/21/2009     79.79
FORD MOTOR CRED          5.50%    2/22/2010     78.28
FORD MOTOR CRED          5.75%    1/20/2010     78.74
FORD MOTOR CRED          6.30%    3/22/2010     76.44
FORD MOTOR CRED          6.30%    5/20/2010     73.97
FORD MOTOR CRED          7.00%     7/1/2010     75.41
FORD MOTOR CRED          7.15%    8/20/2010     42.44
FORD MOTOR CRED          7.25%    8/20/2010     71.55
FORD MOTOR CRED          7.50%    8/20/2010     71.86
FORD MOTOR CRED          7.72%    5/17/2010     76.43
FRANKLIN BANK            4.00%     5/1/2027      0.01
GENCORP INC              4.00%    1/16/2024     83.38
GENERAL MOTORS           7.13%    7/15/2013      9.25
GENERAL MOTORS           7.40%     9/1/2025      9.41
GENERAL MOTORS           7.70%    4/15/2016      9.10
GENERAL MOTORS           8.10%    6/15/2024      9.50
GENERAL MOTORS           8.25%    7/15/2023      9.00
GENERAL MOTORS           8.38%    7/15/2033     10.50
GENERAL MOTORS           8.80%     3/1/2021      9.23
GENERAL MOTORS           9.40%    7/15/2021      9.41
GENERAL MOTORS           9.45%    11/1/2011      9.98
GEORGIA GULF CRP         7.13%   12/15/2013     31.50
GGP LP                   3.98%    4/15/2027     33.41
GMAC LLC                 5.10%    8/15/2009     98.09
GMAC LLC                 5.20%   11/15/2009     98.00
GMAC LLC                 5.25%    8/15/2009     94.50
GMAC LLC                 6.80%   12/15/2009     86.00
GMAC LLC                 7.00%    8/15/2009     98.00
HAIGHTS CROSS OP        11.75%    8/15/2011     22.50
HAWAIIAN TELCOM          9.75%     5/1/2013      1.75
HEADWATERS INC           2.88%     6/1/2016     54.00
HILTON HOTELS            7.50%   12/15/2017     20.52
HINES NURSERIES         10.25%    10/1/2011     14.00
IDEARC INC               8.00%   11/15/2016      5.00
INN OF THE MOUNT        12.00%   11/15/2010     40.00
INTCOMEX INC            11.75%    1/15/2011     40.38
INTERDENT SVC           10.75%   12/15/2011     52.40
INTL LEASE FIN           4.25%    9/15/2009     94.50
INTL LEASE FIN           4.55%    9/15/2009     95.00
INTL LEASE FIN           4.70%    8/15/2009     96.00
INTL LEASE FIN           4.85%    8/15/2009     94.01
INTL LEASE FIN           7.25%    2/15/2010     78.00
ISTAR FINANCIAL          5.13%     4/1/2011     58.00
ISTAR FINANCIAL          5.13%     4/1/2011     59.75
ISTAR FINANCIAL          5.80%    3/15/2011     63.00
ISTAR FINANCIAL          6.00%   12/15/2010     67.00
JAZZ TECHNOLOGIE         8.00%   12/31/2011     50.50
JEFFERSON SMURFI         7.50%     6/1/2013     35.96
JEFFERSON SMURFI         8.25%    10/1/2012     38.75
KAISER ALUM&CHEM        12.75%     2/1/2003      5.00
KELLWOOD CO              7.63%   10/15/2017     13.50
KEMET CORP               2.25%   11/15/2026     45.50
KEMET CORP               2.25%   11/15/2026     43.45
KEYSTONE AUTO OP         9.75%    11/1/2013     32.13
KNIGHT RIDDER            4.63%    11/1/2014     23.50
KNIGHT RIDDER            5.75%     9/1/2017     10.13
KNIGHT RIDDER            6.88%    3/15/2029      9.00
KNIGHT RIDDER            7.13%     6/1/2011     27.11
KNIGHT RIDDER            7.15%    11/1/2027     15.10
LANDAMERICA              3.13%   11/15/2033     22.50
LANDAMERICA              3.25%    5/15/2034     22.50
LAZYDAYS RV             11.75%    5/15/2012      4.00
LEHMAN BROS HLDG         1.50%    3/23/2012     12.50
LEHMAN BROS HLDG         2.00%   10/31/2012     11.46
LEHMAN BROS HLDG         4.25%    1/27/2010     18.00
LEHMAN BROS HLDG         4.38%   11/30/2010     11.00
LEHMAN BROS HLDG         4.50%    7/26/2010     15.80
LEHMAN BROS HLDG         4.50%     8/3/2011     12.84
LEHMAN BROS HLDG         4.80%    3/13/2014     15.20
LEHMAN BROS HLDG         4.80%    6/24/2023      8.25
LEHMAN BROS HLDG         5.00%    1/14/2011     15.00
LEHMAN BROS HLDG         5.00%    1/22/2013      8.00
LEHMAN BROS HLDG         5.00%    2/11/2013      8.70
LEHMAN BROS HLDG         5.00%    3/27/2013      8.80
LEHMAN BROS HLDG         5.00%     8/3/2014      9.00
LEHMAN BROS HLDG         5.00%    5/28/2023     10.00
LEHMAN BROS HLDG         5.00%    5/30/2023      9.00
LEHMAN BROS HLDG         5.00%    6/10/2023     10.75
LEHMAN BROS HLDG         5.00%    6/17/2023      8.40
LEHMAN BROS HLDG         5.10%    1/28/2013      8.06
LEHMAN BROS HLDG         5.10%    2/15/2020     10.00
LEHMAN BROS HLDG         5.15%     2/4/2015      9.50
LEHMAN BROS HLDG         5.20%    5/13/2020      8.75
LEHMAN BROS HLDG         5.25%     2/6/2012     15.00
LEHMAN BROS HLDG         5.25%    1/30/2014      8.23
LEHMAN BROS HLDG         5.25%    2/11/2015      9.55
LEHMAN BROS HLDG         5.25%     3/5/2018      7.00
LEHMAN BROS HLDG         5.25%    9/14/2019      9.00
LEHMAN BROS HLDG         5.25%     3/8/2020     10.00
LEHMAN BROS HLDG         5.25%    5/20/2023     10.00
LEHMAN BROS HLDG         5.35%    2/25/2018      8.55
LEHMAN BROS HLDG         5.35%    3/13/2020      7.75
LEHMAN BROS HLDG         5.35%    6/14/2030      8.75
LEHMAN BROS HLDG         5.38%     5/6/2023      8.75
LEHMAN BROS HLDG         5.40%     3/6/2020      8.00
LEHMAN BROS HLDG         5.40%    3/20/2020      9.25
LEHMAN BROS HLDG         5.40%    3/30/2029      7.50
LEHMAN BROS HLDG         5.40%    6/21/2030      8.00
LEHMAN BROS HLDG         5.45%    3/15/2025      8.25
LEHMAN BROS HLDG         5.45%     4/6/2029      8.00
LEHMAN BROS HLDG         5.45%    2/22/2030      8.75
LEHMAN BROS HLDG         5.45%    7/19/2030     10.75
LEHMAN BROS HLDG         5.45%    9/20/2030     10.75
LEHMAN BROS HLDG         5.50%     4/4/2016     17.25
LEHMAN BROS HLDG         5.50%     2/4/2018      7.75
LEHMAN BROS HLDG         5.50%    2/19/2018      9.50
LEHMAN BROS HLDG         5.50%    11/4/2018      9.00
LEHMAN BROS HLDG         5.50%    2/27/2020      7.75
LEHMAN BROS HLDG         5.50%    8/19/2020      7.25
LEHMAN BROS HLDG         5.50%    3/14/2023      8.75
LEHMAN BROS HLDG         5.50%     4/8/2023      8.55
LEHMAN BROS HLDG         5.50%    4/15/2023      8.75
LEHMAN BROS HLDG         5.50%    4/23/2023      9.63
LEHMAN BROS HLDG         5.50%    10/7/2023      7.92
LEHMAN BROS HLDG         5.50%    1/27/2029      9.00
LEHMAN BROS HLDG         5.50%     2/3/2029      8.20
LEHMAN BROS HLDG         5.55%    2/11/2018      8.20
LEHMAN BROS HLDG         5.55%     3/9/2029      7.17
LEHMAN BROS HLDG         5.55%    1/25/2030      8.75
LEHMAN BROS HLDG         5.55%    9/27/2030      8.13
LEHMAN BROS HLDG         5.55%   12/31/2034      8.00
LEHMAN BROS HLDG         5.60%    1/22/2018      6.93
LEHMAN BROS HLDG         5.60%    2/17/2029     10.50
LEHMAN BROS HLDG         5.60%    2/24/2029      8.50
LEHMAN BROS HLDG         5.60%     3/2/2029      8.77
LEHMAN BROS HLDG         5.60%    2/25/2030      9.00
LEHMAN BROS HLDG         5.60%     5/3/2030      8.38
LEHMAN BROS HLDG         5.63%    1/24/2013     18.00
LEHMAN BROS HLDG         5.63%    3/15/2030      7.75
LEHMAN BROS HLDG         5.65%   11/23/2029      8.75
LEHMAN BROS HLDG         5.65%    8/16/2030      7.63
LEHMAN BROS HLDG         5.65%   12/31/2034     11.01
LEHMAN BROS HLDG         5.70%    1/28/2018     12.50
LEHMAN BROS HLDG         5.70%    2/10/2029      8.67
LEHMAN BROS HLDG         5.70%    4/13/2029      8.06
LEHMAN BROS HLDG         5.70%     9/7/2029      8.75
LEHMAN BROS HLDG         5.70%   12/14/2029      9.00
LEHMAN BROS HLDG         5.75%    4/25/2011     16.00
LEHMAN BROS HLDG         5.75%    7/18/2011     17.25
LEHMAN BROS HLDG         5.75%    5/17/2013     17.00
LEHMAN BROS HLDG         5.75%     1/3/2017      0.01
LEHMAN BROS HLDG         5.75%    3/27/2023      8.00
LEHMAN BROS HLDG         5.75%   10/15/2023     11.75
LEHMAN BROS HLDG         5.75%   10/21/2023     11.88
LEHMAN BROS HLDG         5.75%   11/12/2023      8.75
LEHMAN BROS HLDG         5.75%   11/25/2023      9.50
LEHMAN BROS HLDG         5.75%   12/16/2028      9.64
LEHMAN BROS HLDG         5.75%   12/23/2028      8.75
LEHMAN BROS HLDG         5.75%    8/24/2029      8.90
LEHMAN BROS HLDG         5.75%    9/14/2029      7.75
LEHMAN BROS HLDG         5.75%   10/12/2029     11.88
LEHMAN BROS HLDG         5.75%    3/29/2030      8.75
LEHMAN BROS HLDG         5.80%     9/3/2020      8.13
LEHMAN BROS HLDG         5.80%   10/25/2030     10.25
LEHMAN BROS HLDG         5.85%    11/8/2030      9.00
LEHMAN BROS HLDG         5.88%   11/15/2017     15.60
LEHMAN BROS HLDG         5.90%     5/4/2029      8.50
LEHMAN BROS HLDG         5.90%     2/7/2031      8.20
LEHMAN BROS HLDG         6.00%    7/19/2012     15.00
LEHMAN BROS HLDG         6.00%   12/18/2015      8.06
LEHMAN BROS HLDG         6.00%    1/22/2020      8.00
LEHMAN BROS HLDG         6.00%    2/12/2020      8.72
LEHMAN BROS HLDG         6.00%    1/29/2021      7.00
LEHMAN BROS HLDG         6.00%   10/23/2028      9.50
LEHMAN BROS HLDG         6.00%   11/18/2028      8.50
LEHMAN BROS HLDG         6.00%    5/11/2029      7.00
LEHMAN BROS HLDG         6.00%    7/20/2029      8.50
LEHMAN BROS HLDG         6.00%    3/21/2031      8.06
LEHMAN BROS HLDG         6.00%    4/30/2034      8.75
LEHMAN BROS HLDG         6.00%    7/30/2034      7.75
LEHMAN BROS HLDG         6.00%    2/21/2036      8.91
LEHMAN BROS HLDG         6.00%    2/24/2036      8.67
LEHMAN BROS HLDG         6.00%    2/12/2037      8.67
LEHMAN BROS HLDG         6.05%    6/29/2029      8.14
LEHMAN BROS HLDG         6.10%    8/12/2023      8.75
LEHMAN BROS HLDG         6.15%    4/11/2031     10.00
LEHMAN BROS HLDG         6.20%    9/26/2014     17.75
LEHMAN BROS HLDG         6.20%    6/15/2027      9.00
LEHMAN BROS HLDG         6.20%    5/25/2029      9.13
LEHMAN BROS HLDG         6.25%     2/5/2021      8.34
LEHMAN BROS HLDG         6.25%    2/22/2023      8.40
LEHMAN BROS HLDG         6.40%   10/11/2022      9.00
LEHMAN BROS HLDG         6.40%   12/19/2036     12.50
LEHMAN BROS HLDG         6.50%    7/19/2017      0.01
LEHMAN BROS HLDG         6.50%    2/28/2023     10.00
LEHMAN BROS HLDG         6.50%     3/6/2023      9.58
LEHMAN BROS HLDG         6.50%   10/18/2027      7.10
LEHMAN BROS HLDG         6.50%   10/25/2027     11.88
LEHMAN BROS HLDG         6.50%   11/15/2032      7.35
LEHMAN BROS HLDG         6.50%    1/17/2033      8.40
LEHMAN BROS HLDG         6.50%   12/22/2036      9.75
LEHMAN BROS HLDG         6.50%    2/13/2037      6.22
LEHMAN BROS HLDG         6.50%    6/21/2037      8.81
LEHMAN BROS HLDG         6.50%    7/13/2037      9.63
LEHMAN BROS HLDG         6.60%    10/3/2022      7.99
LEHMAN BROS HLDG         6.63%    1/18/2012     17.25
LEHMAN BROS HLDG         6.63%    7/27/2027      9.00
LEHMAN BROS HLDG         6.75%   12/28/2017      0.01
LEHMAN BROS HLDG         6.75%     7/1/2022      9.00
LEHMAN BROS HLDG         6.75%   11/22/2027      7.13
LEHMAN BROS HLDG         6.75%    3/11/2033     10.50
LEHMAN BROS HLDG         6.75%   10/26/2037     11.50
LEHMAN BROS HLDG         6.80%     9/7/2032      9.90
LEHMAN BROS HLDG         6.85%    8/16/2032      8.90
LEHMAN BROS HLDG         6.88%     5/2/2018     18.00
LEHMAN BROS HLDG         6.88%    7/17/2037      0.01
LEHMAN BROS HLDG         6.90%     9/1/2032      9.63
LEHMAN BROS HLDG         7.00%    4/16/2019      7.18
LEHMAN BROS HLDG         7.00%    5/12/2023      5.55
LEHMAN BROS HLDG         7.00%    10/4/2032      8.76
LEHMAN BROS HLDG         7.00%    7/27/2037     11.50
LEHMAN BROS HLDG         7.00%    9/28/2037      8.63
LEHMAN BROS HLDG         7.00%   11/16/2037      9.63
LEHMAN BROS HLDG         7.00%   12/28/2037      7.59
LEHMAN BROS HLDG         7.00%    1/31/2038      8.31
LEHMAN BROS HLDG         7.00%     2/1/2038      9.25
LEHMAN BROS HLDG         7.00%     2/7/2038      9.00
LEHMAN BROS HLDG         7.00%     2/8/2038      7.91
LEHMAN BROS HLDG         7.05%    2/27/2038      8.18
LEHMAN BROS HLDG         7.10%    3/25/2038      9.00
LEHMAN BROS HLDG         7.25%    4/29/2038      9.00
LEHMAN BROS HLDG         7.35%     5/6/2038     10.00
LEHMAN BROS HLDG         7.88%    8/15/2010     15.00
LEHMAN BROS HLDG         8.00%     3/5/2022      7.75
LEHMAN BROS HLDG         8.50%     8/1/2015     15.00
LEHMAN BROS HLDG         8.75%     2/6/2023      7.00
LEHMAN BROS HLDG         8.80%     3/1/2015     14.50
LEHMAN BROS HLDG         8.92%    2/16/2017     12.00
LEHMAN BROS HLDG         9.50%   12/28/2022     11.88
LEHMAN BROS HLDG         9.50%    1/30/2023      9.50
LEHMAN BROS HLDG         9.50%    2/27/2023     11.88
LEHMAN BROS HLDG        10.00%    3/13/2023     12.25
LEHMAN BROS HLDG        10.38%    5/24/2024      7.50
LEHMAN BROS HLDG        11.00%   10/25/2017     11.70
LEHMAN BROS HLDG        11.00%    6/22/2022      8.19
LEHMAN BROS HLDG        11.00%    7/18/2022     10.50
LEHMAN BROS INC          7.50%     8/1/2026      5.00
LEINER HEALTH           11.00%     6/1/2012      2.00
LOCAL INSIGHT           11.00%    12/1/2017     27.00
LTX-CREDENCE             3.50%    5/15/2011     28.80
MAJESTIC STAR            9.50%   10/15/2010     61.75
MAJESTIC STAR            9.75%    1/15/2011      7.00
MCCLATCHY CO            15.75%    7/15/2014     47.00
MERCER INTL INC          9.25%    2/15/2013     40.00
MERISANT CO              9.50%    7/15/2013     13.00
MERRILL LYNCH            0.00%     3/9/2011     93.04
METALDYNE CORP          11.00%    6/15/2012      2.31
MILLENNIUM AMER          7.63%   11/15/2026      7.25
MOMENTIVE PERFOR        11.50%    12/1/2016     30.50
MORRIS PUBLISH           7.00%     8/1/2013      8.00
NEENAH FOUNDRY           9.50%     1/1/2017     28.00
NEFF CORP               10.00%     6/1/2015     14.50
NELNET INC               5.13%     6/1/2010     71.25
NETWORK COMMUNIC        10.75%    12/1/2013     20.50
NEW PLAN EXCEL           7.40%    9/15/2009     85.45
NEW PLAN EXCEL           7.50%    7/30/2029     18.02
NEW PLAN REALTY          6.90%    2/15/2028     18.01
NEW PLAN REALTY          6.90%    2/15/2028     18.25
NEW PLAN REALTY          7.65%    11/2/2026     18.00
NEW PLAN REALTY          7.68%    11/2/2026     18.76
NEW PLAN REALTY          7.97%    8/14/2026     21.00
NEWPAGE CORP            10.00%     5/1/2012     49.75
NEWPAGE CORP            12.00%     5/1/2013     29.50
NORTEK INC               8.50%     9/1/2014     31.50
NORTH ATL TRADNG         9.25%     3/1/2012     34.88
NTK HOLDINGS INC         0.00%     3/1/2014      2.50
NTRVST-CALL08/09         7.00%     7/1/2014     97.00
OSCIENT PHARM           12.50%    1/15/2011     32.20
OUTBOARD MARINE          9.13%    4/15/2017      3.50
PACKAGING DYNAMI        10.00%     5/1/2016     29.75
PALM HARBOR              3.25%    5/15/2024     33.25
PANOLAM INDUSTRI        10.75%    10/1/2013      5.00
PLY GEM INDS             9.00%    2/15/2012     21.12
PMI CAPITAL I            8.31%     2/1/2027     14.88
POPE & TALBOT            8.38%     6/1/2013      1.00
PRIMUS TELECOM           8.00%    1/15/2014     11.75
PRIMUS TELECOMM         14.25%    5/20/2011     63.00
QUALITY DISTRIBU         9.00%   11/15/2010     45.00
RADIO ONE INC            6.38%    2/15/2013     24.88
RADIO ONE INC            8.88%     7/1/2011     45.20
RAFAELLA APPAREL        11.25%    6/15/2011     23.00
RATHGIBSON INC          11.25%    2/15/2014     35.50
RAYOVAC CORP             8.50%    10/1/2013     36.00
READER'S DIGEST          9.00%    2/15/2017      4.50
REALOGY CORP            12.38%    4/15/2015     28.00
REALOGY CORP            12.38%    4/15/2015     27.50
RESIDENTIAL CAP          8.00%    2/22/2011     60.00
RESIDENTIAL CAP          8.38%    6/30/2010     76.10
RESTAURANT CO           10.00%    10/1/2013     52.00
RH DONNELLEY             6.88%    1/15/2013      4.75
RH DONNELLEY             6.88%    1/15/2013      4.00
RH DONNELLEY             6.88%    1/15/2013      4.25
RH DONNELLEY             8.88%    1/15/2016      5.00
RH DONNELLEY             8.88%   10/15/2017      6.00
RJ TOWER CORP           12.00%     6/1/2013      0.50
ROTECH HEALTHCA          9.50%     4/1/2012     19.00
SALEM COMM HLDG          7.75%   12/15/2010     54.00
SHERIDAN GROUP          10.25%    8/15/2011     60.00
SILVERLEAF RES           8.00%     4/1/2010     73.50
SINCLAIR BROAD           3.00%    5/15/2027     74.00
SINCLAIR BROAD           6.00%    9/15/2012     35.13
SIX FLAGS INC            4.50%    5/15/2015     12.75
SIX FLAGS INC            9.63%     6/1/2014     11.92
SIX FLAGS INC            9.75%    4/15/2013     14.00
SPACEHAB INC             5.50%   10/15/2010     45.00
SPHERIS INC             11.00%   12/15/2012     40.00
STALLION OILFIEL         9.75%     2/1/2015     32.75
STANLEY-MARTIN           9.75%    8/15/2015     25.25
STATION CASINOS          6.00%     4/1/2012     33.25
STATION CASINOS          6.50%     2/1/2014      2.00
STONE CONTAINER          8.38%     7/1/2012     39.06
TEKNI-PLEX INC          12.75%    6/15/2010     58.15
THORNBURG MTG            8.00%    5/15/2013      1.90
TIMES MIRROR CO          6.61%    9/15/2027      4.50
TIMES MIRROR CO          7.25%     3/1/2013      5.50
TIMES MIRROR CO          7.25%   11/15/2096      4.25
TIMES MIRROR CO          7.50%     7/1/2023      1.67
TOUSA INC                9.00%     7/1/2010      6.00
TOUSA INC                9.00%     7/1/2010      5.00
TOUSA INC               10.38%     7/1/2012      0.50
TRANS-LUX CORP           8.25%     3/1/2012     48.00
TRANSMERIDIAN EX        12.00%   12/15/2010      6.75
TRIBUNE CO               4.88%    8/15/2010      6.40
TRIBUNE CO               5.25%    8/15/2015      6.00
TRIBUNE CO               5.67%    12/8/2008      4.00
TRONOX WORLDWIDE         9.50%    12/1/2012     16.25
TRUMP ENTERTNMNT         8.50%     6/1/2015     11.00
UAL CORP                 4.50%    6/30/2021     31.50
UAL CORP                 5.00%     2/1/2021     40.50
USFREIGHTWAYS            8.50%    4/15/2010     36.00
VERASUN ENERGY           9.38%     6/1/2017     12.13
VERENIUM CORP            5.50%     4/1/2027     22.50
VERSO PAPER             11.38%     8/1/2016     28.25
VION PHARM INC           7.75%    2/15/2012     34.50
VISTEON CORP             7.00%    3/10/2014      2.00
VITESSE SEMICOND         1.50%    10/1/2024     59.00
WASH MUT BANK FA         5.13%    1/15/2015      0.60
WASH MUT BANK NV         5.55%    6/16/2010     23.00
WASH MUTUAL INC          8.25%     4/1/2010     61.20
WCI COMMUNITIES          4.00%     8/5/2023      1.56
WCI COMMUNITIES          7.88%    10/1/2013      1.00
WCI COMMUNITIES          9.13%     5/1/2012      1.06
WII COMPONENTS          10.00%    2/15/2012     46.00
WILLIAM LYON             7.63%   12/15/2012     29.38
WILLIAM LYONS            7.50%    2/15/2014     34.25
WILLIAM LYONS            7.63%   12/15/2012     29.00
WILLIAM LYONS           10.75%     4/1/2013     39.00
WISE METALS GRP         10.25%    5/15/2012      4.00
YOUNG BROADCSTNG        10.00%     3/1/2011      2.00



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Denise Marie Varquez, Philline
Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **