TCR_Public/090722.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 22, 2009, Vol. 13, No. 201

                            Headlines

973 MARKET: Involuntary Chapter 11 Case Summary
ALERIS INT'L: Alvarez & Marsal Bills $1.26MM for April-May Work
ALERIS INT'L: Hearing for Asset Sale Procedures Moved to Aug. 11
ALERIS INT'L: OmniSource Transfers Claims to JP Morgan
ALERIS INT'L: Proposes Deloitte As Valuation Provider

ALERIS INT'L: Rejects Concur Technologies Agreement
ALERIS INT'L: Resolves U.S. Trustee Comments on PwC Engagement
AMERICAN INT'L: Buyers Mull Tie-Ups to Bid for Nan Shan Life
AMERICAN INT'L: Morgan Stanley Named as Primary Financial Adviser
ARENA FOOTBALL: Closes, May File for Bankruptcy

ARLINGTON CINEMA: Business As Usual Despite Ch. 11 Filing
ATC TECHNOLOGY: To Restructure Drivetrain Biz After Honda Exit
AURORA OIL & GAS: Court OKs Collateral Use, Limits Equity Trade
AURORA OIL: Taps Cahill Gordon as Bankr. and Restructuring Counsel
AURORA OIL: Wants Schedules Filing Extended Until August 12

BANK OF AMERICA: May Get Three Offers for Merrill Lynch Unit
BENEFICIAL LIFE: S&P Affirms 'BB+' Counterparty Credit Rating
BLACK GAMING: Missed July 15 Interest Payment; Defaults WF Loan
BOSTON SCIENTIFIC: Posts $158MM Second Quarter 2009 Net Income
CALPINE CCFC: S&P Assigns Corporate Credit Rating at 'B'

CIRCUIT CITY: Completes Sale of Canadian Operations to Bell Canada
CIRCUIT CITY: Gets Court Nod to Sell St. Cloud, Minnesota Leases
CIRCUIT CITY: Proposes Auction for Intellectual Prop. Assets
CIRCUIT CITY: Proposes to Sell Virginia Property to Cardinal
CIRCUIT CITY: Requests for July 31 Deadline for Ch. 11 Plan

CIRCUIT CITY: To Sell Moreno Valley Property for at Least $2.25MM
CIT GROUP: Loses Vendor Financing Deal With Microsoft
CIT GROUP: Factoring Unit Eyed By JPMorgan, The Deal Says
CIT GROUP: Moody's Puts Three Classes of Notes Under Review
COMSTOCK RESOURCES: Moody's Affirms 'B1' Corporate Family Rating

CONCENTRA INC: Moody's Raises Ratings on First Lien Loan to 'Ba3'
COUNTRY COACH: Takes in Recreation Live as Partner
DELPHI CORP: Court Moves Auction to July 24; Plan Accord Reached
DELPHI CORP: GM Won't Assume Pension Plan; PBGC Accord Reached
DESERT SHADOW: Chapter 7 Filing May Delay Hepatitis Trial

EDDIE BAUER: Creditors Panel Asks Court to OK Retention Agreements
EDGEN MURRAY: S&P Changes Outlook to Negative; Affirms 'B' Rating
ENBRIDGE ENERGY: DBRS Rates Jr. Subordinated Notes at 'BB'
ENDOSCOPY CENTER NV: Chapter 7 Filing May Delay Hepatitis Trial
FAIRCHILD CORP: Establishes August 31 General Bar Date

FAIRCHILD CORP: Plan Filing Period Extended to August 31
FLYING J: Pilot Travel Merger to Resolve Suit, Allow Ch 11 Exit
FORUM HEALTH: Evidentiary Hearing Postponed; Union Talks Resume
FORUM HEALTH: Houlihan Engagement Spurs AFSCME's Sale Concerns
FRONTIER AIRLINES: District Court Strikes Ruling Voiding CBAs

GASTROENTEROLOGY CENTER NV: Ch. 7 Filing May Delay Hepatitis Trial
GENERAL MOTORS: Court OKs Butzel Long as Panel's Special Counsel
GENERAL MOTORS: ETC Wants Payments of $2.4 Million Claim
GENERAL MOTORS: Judge Gerber Approves Purchase of Delphi's Assets
GENERAL MOTORS: New GM Enters Into $7 Bil. Credit Pact With U.S.

GENERAL MOTORS: Provides Updates On Asset Sale Closing
GENERAL MOTORS: Stipulation Resolving Gen. Electric Cure Objection
GENERAL MOTORS: Wants Schedules Deadline Extended to September 29
GENERAL MOTORS: Cuts Lexington Avenue Lease with Boston Properties
GENERAL MOTORS: Magna and Sberbank Revise Offer for Opel

GENERAL MOTORS: Publicis Groupe Has at Most EUR9 Million Exposure
GENERAL MOTORS: Won't Assume Delphi Pension; PBGC Accord Reached
GLOBAL AVIATION: S&P Assigns Corporate Credit Rating at 'B'
HARTMARX CORP: Sale to Emerisque & S Kumars Postponed
HUBBARD AUTOMOTIVE: Priority Automotive Acquires Dealership

JL FRENCH: Proposes Pachulski as Bankruptcy Counsel
JL FRENCH: U.S. Trustee Schedules Meeting of Creditors for Aug. 17
JOHNSONDIVERSEY INC: S&P Cuts Subordinated Debt Rating to 'B-'
KENTUCKY ECONOMIC: Fitch Affirms 'BB-' Rating on $71.5 Mil. Bonds
LAZY DAYS: Cancels Registration of 11-3/4% Senior Notes Due 2012

LEARNING CARE: S&P Downgrades Corporate Credit Rating to 'B-'
LEHMAN BROTHERS: Court Approves Settlement With Kojaian Units
LEHMAN BROTHERS: Europe Administrators Disclose Asset Return Plan
LEHMAN BROTHERS: LBSF Wants Ch. 11 Case as Foreign Main Proceeding
LEHMAN BROTHERS: Proposes Protocol to Settle Mortgage Loan Claims

LEHMAN BROTHERS: Raises Loan Purchases From Aurora Bank to $450MM
LEHMAN BROTHERS: Terminated $226MM Corporate Loans in June
LEHMAN BROTHERS: S&P Cuts Ratings on Four Securities to 'CCC-'
LEHMAN BROTHERS: Rejects Park Avenue Lease with Boston Properties
LOU PEARLMAN: Trustee Digs 4 Years of Payouts from Ponzi Scheme

LOUISIANA LOCAL GOV'T: Moody's Cuts Ratings on Bonds to 'Ba3'
LUCKY CHASE: Ch. 11 Trustee Hires Analytic and Glenn Moses
LUCKY CHASE: May Use Cash Collateral of AmTrust in the Interim
METROMEDIA INT'L: Files Schedules of Assets and Liabilities
METROMEDIA INT'L: Panel Taps Baker & Mckenzie as Counsel

METROMEDIA INT'L: Taps Debevoise for Appeal on $188MM Judgement
METROMEDIA INT'L: Employs Golub for Suit vs. Paul Weiss
METROMEDIA INT'L: Also Taps Potter Anderson for Appraisal Action
MID AMERICA: Lists $66MM in Liabilities Versus $80MM in Assets
MONTGOMERY REALTY: Section 341(a) Meeting Set for August 17

MONTGOMERY REALTY: Taps St. James Law and McNutt Law as Counsel
MOUNT HOLLY PARTNERS: MHU Holdings Seeks Case Dismissal
NEWPAGE CORP: S&P Junks Corporate Credit Rating From 'B-'
NEW YORK TIMES: Union at Boston Globe OKs Wage, Benefits Cut Pact
NOBLE INT'L: ArcelorMittal Purchases European Laser Welded Unit

NOBLE INT'L: Asks Court to Establish August 31 Bar Date
NOBLE INT'L: Can Obtain $2,280,000 in New Loans
NORTEL NETWORKS: MatlinPatterson Unit Offers $725MM for CDMA, LTE
NOVEMBER 2005: SOLA Wants Chapter 11 Trustee to Oversee Case
NV BROADCASTING: Proposes Polsinelli Shughart as Bankr. Co-Counsel

PLIANT CORP: Committee Opposes Delay of Plan Process
QUEBECOR WORLD: Emerges From Chapter 11 and CCAA Protection
QUEBECOR WORLD: Renews Deal to Print Magazines for Schofield
READER'S DIGEST: Leclair, Gavin Appointed to Board of Directors
READER'S DIGEST: Files SEC Form 15 to Suspend Filing Obligations

RH DONNELLEY: Fitch Affirms Issuer Default Ratings at 'D'
SBA TELECOMMUNICATIONS: Moody's Puts 'Ba2' Rating on Senior Notes
SBA TELECOMMUNICATIONS: S&P Assigns 'BB' Rating on $500 Mil. Notes
SEMGROUP LP: BofA Wants Receiver for SemCanada, et al.
SEMGROUP LP: Court Approves Sale Process for SemFuel Assets

SEMGROUP LP: Files 1st Amended Plan & Disclosure Statement
SEMGROUP LP: Goldman Sachs Files Objections to Plan Outline
SEMGROUP LP: Nexen Wants Canada Payouts Stayed Pending Appeal
SEMGROUP LP: SemCanada Proposes Cross-Border Protocol
SIX FLAGS: Fitch Affirms and Withdraws 'D' Issuer Default Rating

SPEEDWAY MOTORSPORTS: Moody's Changes Rating Outlook to Stable
WHE HOLDINGS: Has $1.8-Mil. DIP Financing Offer from Chiron
WILTON HOLDINGS: Involuntary Chapter 11 Case Summary
WILTON HOLDINGS: Operating Units Not Part of Involuntary Ch. 11

* AlixPartners Survey Says 59% of Experts Want Bankr. Code Reform
* KPMG Appoints Haegele to Lead Restructuring Services in the West

* Upcoming Meetings, Conferences and Seminars

                            *********

973 MARKET: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: 973 Market Associates, LLC
                973 Market Street
                San Francisco, CA 94103

Case Number: 09-32014

Involuntary Petition Date: July 19, 2009

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Petitioners' Counsel: Philip J. Nicholsen, Esq.
                      nicholsenlaw@yahoo.com
                      Law Offices of Philip J. Nicholsen
                      601 Montgomery St. #777
                      San Francisco, CA 94111
                      Tel: (415) 364-4000

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
UESF Engineering Inc.          services             $3,500
315 Bay Street
3rd Floor
San Francisco, CA 94133

Michael Schinner               services             $2,691
96 Jessie Street
San Francisco, CA 94105

Santos & Orruta Structural     services             $23,000
Engineers
2451 Harrison Street
San Francisco, CA 94110


ALERIS INT'L: Alvarez & Marsal Bills $1.26MM for April-May Work
---------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, several
professionals in Aleris International Inc.'s Chapter 11 cases
sought the allowance of fees for services they rendered and the
reimbursement of their expenses they incurred for these periods:

A. Debtors' Professionals

Professional             Period             Fees      Expenses
------------             ------           --------    --------
Alvarez & Marsal        04/01/09-
North America, LLC      04/30/09          $635,683     $28,406

Alvarez & Marsal        05/01/09-
North America, LLC      05/31/09           619,941      18,263

Weil, Gotshal &         04/01/09-
Manges LLP              04/30/09           394,002      12,477

Weil, Gotshal & Manges  05/01/09-
LLP                     05/31/09           276,323       5,783

PricewaterhouseCoopers  02/12/09-
LLP                     04/30/09           334,954      38,795

Moelis & Company LLC    04/01/09-
                        04/30/09           200,000      28,650

Moelis & Company LLC    05/01/09-
                        05/31/09           200,000      11,948

Ernst & Young LLP       04/01/09 -
                        04/30/09           106,813       2,604

Ernst & Young LLP       05/01/09 -
                        05/31/09           129,729         638

Richards, Layton &      04/01/09 -
Finger, P.A.            04/30/09            28,847       1,542

Richards, Layton &      05/01/09 -
Finger, P.A.            05/31/09            25,086       1,579

Alvarez & Marsal is the Debtors' restructuring advisors.
Erns & Young serves as independent auditors to the Debtors.
Richards Layton is the Debtors' co-counsel.  Moelis & Company is
the Debtors' financial advisor.  PricewaterhouseCoopers serves as
the Debtors' special accountant.  Weil Gotshal is the Debtors'
attorneys.

The Debtors told the Court they received no objections as to the
fee applications of these professionals for these fee periods:

  Professional                                 Fee Period
  ------------                                 ----------
  Alvarez & Marsal North America, LLC       02/12/09-04/30/09
  Ernst & Young LLP                         04/01/09-05/31/09
  Richards, Layton & Finger, P.A.           04/01/09-04/30/09
  Weil, Gotshal & Manges LLP                04/01/09-04/30/09
  Moelis & Company LLC                      04/01/09-04/30/09

B. Professionals of the Official Committee of Unsecured Creditors

Professional             Period             Fees      Expenses
------------             ------          --------     --------
Fried, Frank, Harris,   04/01/09-
Shriver & Jacobson LLP  04/30/09         $124,505     $16,844

Reed Smith LLP          04/01/09-
                        04/30/09          123,064       3,536

Reed Smith LLP          05/01/09-
                        05/31/09          183,189       8,459

Mesirow Financial       02/26/09-
Consulting, LLC         03/31/09          322,850           0

Landis Rath & Cobb LLP  04/01/09-
                        05/31/09            7,095         764

Creditors Committee     04/01/09-
Members                 05/31/09                0       6,347

Reed Smith serves as the Committee's counsel.  Mesirow is the
Committee's financial advisor.  Fried Frank serves as the
Debtors' special financing, corporate, tax and litigation
counsel.

The Committee said it received no objections as to the fee
applications of these professionals for these fee periods:

  Professional                        Fee Period
  ------------                        ----------
  Reed Smith LLP                      02/20/09-04/30/09
  Committee Members                   02/19/09-02/28/09
  Committee Members                   04/01/09-05/31/09
  Mesirow Financial Consulting, LLC   02/26/09-03/31/09
  Landis Rath & Cobb LLP              04/01/09-05/31/09

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Hearing for Asset Sale Procedures Moved to Aug. 11
----------------------------------------------------------------
The hearing to consider Aleris International Inc.'s motion for the
establishment of asset sale procedures has been adjourned to
August 11, 2009.  It was previously set for July 13, 2009.

In their proposal, the Debtors related that they may decide to
sell some of their operations as going concern businesses.  To
ensure that they can sell their assets in a cost-effective and
efficient manner, the Debtors sought approval of the U.S.
Bankruptcy Court for the District of Delaware of two sets of
asset sale procedures:

  1. The first set of procedures applies to sales of assets out
     of the ordinary course of business having a purchase price
     of $1 million or more and creates a process for the
     approval of stalking horse bidders, bidding procedures
     governing auctions and an expedited sale approval process
     -- the Asset Sale Procedures.

  2. The second set of procedures governs the sale of assets out
     of the ordinary course of business where the purchase price
     is less than $1 million and provides for the approval of
     those sales upon notice to certain notice parties and the
     expiration of an objection period -- the De Minimis Asset
     Sale Procedures.

The Debtors believe that streamlined Sale Procedures will enable
them to seek out the highest possible purchase price for each
sale while controlling the costs of selling and marketing their
assets.

                     Asset Sale Procedures

Katherine Good, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Asset Sale Procedures are
designed to enable the Debtors to sell significant assets
relating to discontinued operations or closed facilities through
an efficient auction process.  In advance of any auction, the
Debtors may market their assets to prospective purchasers and may
enter into a purchase agreement with a stalking horse bidder if
they believe that a Stalking Horse will facilitate bidding at an
auction.  Each Stalking Horse Agreement will be subject to higher
and better offers received through a bidding process and auction.
Each Stalking Horse will be entitled to a "break-up fee" and the
reimbursement of reasonable out-of-pocket expenses in the event a
transaction with a higher bidder is consummated.  The Debtors
will file a notice of auction on the docket and will serve the
notice by overnight mail or fax.  The Notice will contain
information on how to bid at the auction and will attach the
Stalking Horse Agreement, if any.

If the Debtors elect to hold an auction with a Stalking Horse
bid, parties will have five business days to file an objection to
any proposed Stalking Horse or Break-Up Fee.  If no objections
are filed and served within that period, any Stalking Horse or
Break-up Fee will be deemed approved by the Court as though a
hearing has been held and a separate order entered.

The Debtors will file a notice of sale hearing with the Court
seeking final approval of the sale of each asset to the bidder at
an auction with the highest and best offer.  The Debtors will
also seek the Court's approval of the assumption and assignment
of certain contracts and leases that are proposed to be
transferred to the Successful Bidder in connection with the asset
acquisition.  Parties will have five business days to object to
the sale, or 10 days to object if the Debtors are assuming and
assigning contracts as part of the sale.

The Debtors will seek permission to pay the fee of any broker who
assists them in the marketing and sale of their assets by
including information about that fee in the Sale Hearing Notice.

A full-text copy of the proposed Bidding Procedures is available
for free at http://bankrupt.com/misc/Aleris_BddngProcdres.pdf

                 De Minimis Asset Sale Procedures

The Debtors also intend to market their De Minimis Assets and
enter into a purchase and sale agreement for the sale of those
assets without first seeking approval from the Court, Ms. Good
notes.

The Debtors will adapt their sale process as appropriate for each
de minimis asset and may conduct an auction, if appropriate.  Any
purchase and sale agreement for the sale of De Minimis Assets
owned by the Debtors must remain subject to higher and better
offers pending their approval by the Court, or a deemed approval
upon the expiration of a 10 business day objection period after
notice of the sale to certain notice parties.  Upon the deemed
approval, the Debtors would also be permitted to pay transaction
costs incurred in the sale and any Broker Fees charged by brokers
who assist in the sale of the assets.

                        Cure Amount Procedures

In connection with the assumption and assignment of contracts and
leases pursuant to any sale of property pursuant to the Asset
Sale Procedures, the Debtors also propose these Cure Procedures:

  * Following an auction or if no auction is held, the
    expiration of the Bid Deadline and the Agent Bid Deadline,
    the Debtor will file a schedule listing the cure amounts for
    each contract and lease it intends to assume and assign to
    the Successful Bidder and will serve the Cure Schedule as an
    exhibit to the Sale Hearing Notice.

  * Bidders who require the assumption and assignment of
    contracts or leases must identify the contracts and leases
    to be assigned, and submit to the Debtors evidence of their
    ability to provide adequate assurance of future performance
    on those contracts and leases.

  * Any objection to the assumption and assignment of any
    contract or lease identified on the Cure Schedule must be in
    writing, filed with the Court, and served on these parties
    no later than 10 business days after the Debtors file the
    Sale Hearing Notice:

      -- Aleris International Inc.
      -- The Debtors' attorneys, Weil, Gotshal & Manges LLP
      -- The Debtors' financial advisor, Moelis & Co. LLC
      -- Attorneys for Deutsche Bank AG New York Branch as agent
           for the Debtors' lenders, White & Case
      -- Attorneys for Wilmington Trust Corporation, as trustee
           under the Indentures
      -- Attorneys for the Creditors Committee, Reed Smith LLP
      -- The Office of the U.S. Trustee for the District of
           Delaware
      -- The Stalking Horse bidder or its attorneys
      -- The Successful Bidder of its attorneys
      -- The Next Highest Bidder of its attorneys

  * The Debtors will cooperate with the counterparties to
    contracts and leases to attempt to reconcile any difference
    in a particular cure amount.  If no objections are timely
    filed, then the cure amounts set forth in the Cure Schedule
    will be binding on the non-debtor party to the lease or
    contract for all purposes.  If a timely objection is filed
    that cannot be resolved by the parties, the Court may hear
    that objection at the Sale Hearing or at a later hearing.

Ms. Good avers that approval of a standardized set of procedures
will provide a more efficient process for the sale of the
Debtors' assets out of the ordinary course of business.  The
procedures will not only reduce the number of hearings required
for those sales and will not only shorten the time between when
the Debtors find a willing buyer and when they can close on a
sale, but will also provide interested parties with the
opportunity to review each proposed sale and be heard regarding
any proposed transaction, she points out.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: OmniSource Transfers Claims to JP Morgan
------------------------------------------------------
In separate filings, OmniSource Southeast notified the Court that
it transferred its claims against each of the Debtors to
OmniSource Corporation:

Debtor                                            Claim Amount
------                                            ------------
Aleris International, Inc.,                           $75,642
Aleris Aluminum U.S. Sales, Inc.                       75,642
Commonwealth Aluminum Metals, LLC                      75,642
Wabash Alloys, LLC                                     14,000

Subsequently, for the period from June 3, 2009, through July 7,
2009, OmniSource Corporation informed the Court that it
transferred its claims against each of the Debtors to JPMorgan
Chase Bank, N.A.  The Transferred Claims were filed with these
debtors in various amounts:

Debtor                                             Claim Amount
------                                             ------------
Alchem Aluminum, Inc.                                  16,633
Aleris International, Inc.                             75,642
Aleris International, Inc.                             75,642
Aleris International, Inc.                            192,235
Alumitech of Wabash, Inc.                                 350
Alumitech of Wabash, Inc.                              26,460
Commonwealth Aluminum Lewisport, LLC                   75,642
Commonwealth Aluminum Metals, LLC                      75,642
Commonwealth Aluminum Metals, LLC                     135,573
IMCO Recycling of Ohio, Inc.                          135,573
Wabash Alloys, LLC                                     14,000
Wabash Alloys, LLC                                    712,532

Superior Aluminum Alloys LLC also notified the Court that it
transferred its claims against Alumitech of Wabash, Inc.,
aggregating $350, to OmniSource Corporation.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Proposes Deloitte As Valuation Provider
-----------------------------------------------------
Aleris International Inc. and its affiliates seek the Bankruptcy
Court's authority to employ Deloitte Financial Advisory Services
LLP, pursuant to Sections 327 and 328 of the Bankruptcy Code, to
provide them valuation services nunc pro tunc to July 2, 2009.

The Debtors relate that they selected Deloitte FAS because of the
firm's extensive experience and knowledge in the field of
valuation services and knowledge and understanding about their
businesses.

Deloitte FAS will valuate certain assets of the Debtors to assist
in the Debtors' tax planning and compliance with Section 864(e)
of the Internal Revenue Code.

The Debtors propose to pay Deloitte FAS pursuant to the firm's
current hourly rates:

       Classification           Hourly Rate
       --------------            -----------
       Partner/Principal            $420
       Director                     $420
       Senior Manager               $365
       Manager                      $325
       Senior Associate             $235
       Associate                    $190

The Debtors will also reimburse Deloitte FAS for the firm's
actual and necessary expenses.

The Debtors paid Deloitte FAS $5,000 for prepetition services.
As of the Petition Date, the Debtors owe Deloitte FAS
approximately $13,000, of which Deloitte FAS has agreed not to
seek recovery.

Gregory Miocic, a director of Deloitte Financial Advisory
Services LLP, in New York, assures the Court that his firm is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Rejects Concur Technologies Agreement
---------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Aleris
International Inc. and its affiliates sought and obtained
permission from Judge Brendan Shannon of the U.S. Bankruptcy Court
for the District of Delaware to reject a business services
agreement with Concur Technologies, Inc.  The Contract obligates
the Debtors to pay Concur Technologies $31,323 as an initial
configuration fee and thereafter, monthly payments of $6,106
through December 18, 2010, for services relating to computer
software.  A full-text copy of the Contract is available for free
at http://bankrupt.com/misc/Aleris_ConcurAgreement.pdf

The Debtors assert that since they never installed the relevant
software, it is in the best interest of their estates to reject
the Contract.

Any claim for damages arising as a result of the Contract
rejection must be filed on or before September 15, 2009, the
Court ruled.

Prior to the Court's ruling, the Debtors' counsel noted that no
objections were filed with respect to the Debtors' request.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Resolves U.S. Trustee Comments on PwC Engagement
--------------------------------------------------------------
Aleris International Inc. and its affiliates informed the
Bankruptcy Court that they received informal comments from the
U.S. Trustee with respect to the retention application of
PricewaterhouseCoopers LLP.  Thus, to resolve the U.S Trustee's
concerns, the Debtors revised the Proposed Order to provide that:

  (a) PwC will not be entitled to indemnification, contribution,
      or reimbursement for services other than provided under
      the Tax Advisory Engagement Letter, unless those services
      and the indemnification, contribution, or reimbursement
      are provided for in the Tax Advisory Engagement Letter and
      approved by the Court.

  (b) The Debtors will have no obligation to indemnify any
      person, or provide contribution or reimbursement to any
      person, for any claim or expense to the extent that it is
      either:

        (i) judicially determined to have arisen from that
            person's gross negligence, willful misconduct,
            breach of fiduciary duty, bad faith or self-
            dealing;

       (ii) for a contractual dispute in which the Debtors
            allege the breach of PwC's contractual obligations
            unless the Court determines that indemnification,
            contribution, or reimbursement would be permissible;
            or

      (iii) settled.

  (c) If, before the earlier of (i) the entry of an order
      confirming a Chapter 11 plan, or (ii) the entry of an
      order closing these Chapter 11 cases, PwC believes that it
      is subject to the payment of any amounts by the Debtors'
      indemnification, contribution, or reimbursement
      obligations, PwC must file an application before the
      Court and the Debtors may not pay any amount to PwC
      before entry of an order by the Court approving the
      payment.

In a supplemental application, the Debtors asked the Court to
authorize them to:

  (i) retain PricewaterhouseCoopers LLP to provide tax advisory
      services nunc pro tunc to February 12, 2009; and

(ii) clarify that the Tax Advisory Services will be subject to
      the terms of PwC Retention Order and that PwC's services
      should not, in any capacity, fall within the scope of the
      OCP Order.

The Debtors previously filed an application on March 13, 2009,
for the retention of PwC to assist with designing a short term
cash flow forecast on behalf of their corporate offices in Ohio
and offices of non-debtor affiliates in Germany.  The PwC
Retention Application dated April 8, 2009, did not include a
description of the Tax Advisory Services provided by PwC.

The scope of the Tax Advisory Services provided by PwC includes,
but is not limited to, the preparation of the U.S. and foreign
income tax and the provision of related tax compliance services
and tax consulting services.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


AMERICAN INT'L: Buyers Mull Tie-Ups to Bid for Nan Shan Life
------------------------------------------------------------
Bidders for American International Group's Taiwanese unit are
considering bidding jointly.

AIG is putting its 95%-owned Nan Shan Life Insurance, which has
assets totaling NT$1.49 trillion, on the auction block.  Dow Jones
says that the unit may bring in $2 billion to AIG.

As reported by the Troubled Company Reporter on July 21, 2009,
people familiar with the matter told The Journal that AIG
shortlisted at least seven bidders to buy its Taiwan life
insurance unit for about $2 billion.  According to The Journal,
the sources said that Taiwan's financial regulator told the
private-equity companies -- Bain Capital LLC, Carlyle Group,
Primus Financial Holdings Ltd. and MBK Partners Ltd. -- to form
partnerships with either Chinatrust Financial Holding Co. or Fubon
Financial Holding Co., if they are to win the bidding for Nan Shan
Life Insurance Co.  Citing the sources, the report states that
Cathay Financial Holding Co. can bid on its own.

Citing people familiar with the matter, Dow Jones Newswires
reports that Hontai Life Insurance Co. is considering teaming up
Primus Financial Holdings Ltd. and will decide "fairly soon" on
whether to go ahead with a joint bid.  Dow Jones quoted a source
as saying, "What Nan Shan needs most is a management shakeup, and
that's central to (Hontai's) discussions with Primus on whether to
partner up."

People familiar with the matter said that Carlyle Group L.P. is
also teaming up with Fubon Financial Holding Co. to bid for the
unit, Ellen Sheng and Amy Or at The Wall Street Journal relate.

The Journal, citing sources, states that Bain Capital LLC, Oaktree
Capital Management LLC, and Morgan Stanley's private-equity unit
are in talks with local firm Chinatrust Financial Holding Co. on
bidding for Nan Shan Life.

According to The Journal, MBK Partners Ltd. is still looking for
domestic partners to bid for Nan Shan Life, other people familiar
with the situation said Tuesday, adding the companies are now
contacting parties that haven't submitted initial bids for the AIG
assets.

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

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

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

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


AMERICAN INT'L: Morgan Stanley Named as Primary Financial Adviser
-----------------------------------------------------------------
Documents released by the New York Federal Reserve say that Morgan
Stanley has been named as a primary financial adviser for any
public offerings or divestitures for units of American
International Group Inc.

Joe Bel Bruno at The Wall Street Journal relates that The New York
Fed said it paid Morgan Stanley an initial $4 million advisory fee
along with $2.5 million each quarter since October.  The New York
Fed said in the documents that it will pay Ernst & Young LLP as
much as $60 million for its advice relating to AIG.

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

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

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

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


ARENA FOOTBALL: Closes, May File for Bankruptcy
-----------------------------------------------
John Lombardo at Sports Business Jounrnal reports that the Arena
Football League has closed and is considering filing for
bankruptcy protection.

SBJ relates that AFL has already cancelled the 2009 season and
hopes for a 2010 game continue to dim.  AFL, which has
$14 million in debt, would need $10 million to $12 million in new
capital for it to return in 2010, the report states.

SBJ quoted a source as saying, "There is a commitment to a plan to
play (in 2010) and some owners don't want to put up the cash."

According to SBJ, AFL hopes to secure $10 million from a group of
investors, including Steelers Hall of Famer Lynn Swann, for an
expansion franchise in Pittsburgh.

The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster.  It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game.  The sport was invented in 1986, and
patented, in 1990 by Mr. Foster, a former executive of the United
States Football League and the National Football League.  Almost
two months after the New Orleans Voodoo folded on the league's
owners chose to cancel the 2009 season to work on developing a
long-term plan to improve its economic model.


ARLINGTON CINEMA: Business As Usual Despite Ch. 11 Filing
---------------------------------------------------------
Arlington, Virginia-based Arlington Cinema Inc., owner of
Arlington Cinema 'N' Drafthouse, has filed for Chapter 11
bankruptcy protection.

"The company expects to continue business as usual during and
after reorganization," said Dan Press, Esq., at Chung & Press,
P.C.

Jeff Clabaugh at Washington Business Journal relates that
Arlington Cinema commenced an expansion and opened Montgomery
Cinema `N' Drafthouse in Wheaton in October 2008.  The Company
closed the theater and restaurant in December 2008, citing
excessive costs and the time-consuming county permitting process.
Wheaton Plaza and Westfield LLC, the landlord, wouldn't pay the
remaining balance on the project's construction allowance,
Arlington Cinema said.

Wheaton Plaza and Westfield LLC was listed atop the list of the
Company's $20 largest unsecured creditors, with a disputed claim
of $5 million.

The Arlington Cinema 'N' Drafthouse opened in 1985 in the former
Arlington Theater.  Greg Godbout bought the Company in 2005.  It
has expanded from second-run movies and beer, adding a restaurant
as well as live music and entertainment.

Arlington Cinema Inc. filed for Chapter 11 on July 15, 2009
(Bankr. E.D. Va. Case No. 09-15601).  Daniel M. Press, Esq., at
Chung & Press, P.C., represents the Debtor.  Its petition says
that assets were $50,001 to $100,000 and debts were $1,000,001 to
$10,000,000.  A full-text copy of the Debtor's petition, including
a list of its 20 largest unsecured creditors, is available for
free at http://bankrupt.com/misc/vaeb09-15601.pdf


ATC TECHNOLOGY: To Restructure Drivetrain Biz After Honda Exit
--------------------------------------------------------------
ATC Technology Corporation unveiled additional restructuring
actions to reduce operating costs of its Drivetrain business
resulting from the pending loss of the Honda transmission
remanufacturing program that include additional workforce
reductions and consolidation of certain warehousing activities.

The Company expects the actions to result in pre-tax charges of
roughly $1.5 million or $0.05 per diluted share after tax in the
second half of the year for severance and related costs.  The
charges are in addition to the previously announced pre-tax
goodwill impairment charge of $37 million, or $1.32 per share
after tax, to be recorded in the second quarter of 2009. The
Company's previously announced restructuring actions, which are
substantially complete, total $5.3 million pre-tax or $0.17 per
diluted share after tax year- to- date.

Todd R. Peters, President and CEO said, "While the restructuring
actions . . . will only partially mitigate the impact of Honda's
decision to in-source the remanufacturing of automatic
transmissions, I am pleased to share the news that ATC has been
awarded contracts with two existing customers, Chrysler and
Subaru, to supply remanufactured engines and related components in
North America in support of both warranty and customer-pay
programs.  The addition of remanufactured engines and related
components strengthens our product profile in North America and is
a natural extension of our capabilities.  The remanufacturing for
these programs, slated to launch during the third quarter, will be
performed at our Oklahoma City facility.  These programs have been
in development since late 2008 but finalization of the contracts
was delayed pending Chrysler's successful emergence from
bankruptcy.  These engine programs, expected to partially mitigate
the impending loss of Honda remanufactured transmissions, are
expected to contribute approximately $15-$17 million in annualized
revenue.  For 2009, we expect them to contribute approximately $7-
$8 million of revenue with no impact on segment profit due to
projected inefficiencies related to the launch and start-up of the
new programs. As a result of the addition of these engine
programs, we now expect Drivetrain revenues of $147- $150 million
in 2009."

Mr. Peters concluded, "The additional restructuring actions will
be completed by year-end. We are finalizing the details of the
transition plan with Honda and expect the wind-down of the
transmission program to be orderly and not disruptive to our on-
going operation with production substantially completed by year-
end. We will continue to provide limited remanufacturing and other
services to Honda for other products. After considering the loss
of the transmission business with Honda, restructuring actions,
and the expected contribution from the new remanufactured engine
programs, we expect the Drivetrain business to achieve adjusted
segment profit in the low single- digit range for the balance of
2009 and into 2010."

The Company will simultaneously host a conference call (dial-in
number is (877-856-1958) and web cast on Wednesday, July 29, 2009
at 9:00 A.M. CENTRAL time to discuss the operating highlights and
financial results for the second quarter of 2009 as well as
details on the restructuring of the Drivetrain business and new
business wins.  In anticipation of the call and web cast, the
Company will issue its earnings release at the market close on
Tuesday, July 28, 2009.

Conference call information (for those interested in asking
questions after the presentation) and the web cast link (for those
interested in listening only) are available at the Company's web
site at www.goATC.com. Click on Investor Relations. Select
Webcasts. You can access the web site up to one hour prior to the
call to register, download slides and install any necessary
audio/video software. A "no audio, slides only" link is also
available and will allow conference call participants to view
slides in sync with the conference call.

The call and slides will be archived for one-year on the ATC
Technology Corporation Web site and will be available two hours
subsequent to the call.

ATC Technology Corporation is headquartered in Downers Grove,
Illinois.  The Company provides comprehensive engineered solutions
for logistics and refurbishment services to the consumer
electronics industries and the light and medium/heavy-duty vehicle
service parts markets.


AURORA OIL & GAS: Court OKs Collateral Use, Limits Equity Trade
---------------------------------------------------------------
Aurora Oil & Gas Corporation provided an update on its bankruptcy
proceedings.

On July 13, 2009, the Companies filed various "first day" motions
and applications.  At a hearing before the Bankruptcy Court on
July 15, 2009, to consider certain of those motions, the Companies
obtained approval, among other things, of three key motions:

   1. The Court entered an interim Cash Collateral Order
      (i) Authorizing the Debtors' use of Cash Collateral, (ii)
      Granting Replacement Liens, Adequate Protection and
      Administrative Expense Priority to Certain Prepetition
      Lenders and (iii) Scheduling a Final Hearing Pursuant to
      Bankruptcy Rule 4001). This order authorizes the Companies,
      among other things, to use its existing cash balances and
      cash in-flows for disbursements according to a budget.

   2. The Court entered the Interim Order on Motion for
      Establishing Notification and Hearing Procedures for Trading
      in Equity Securities.  The order requires existing or
      potential substantial owners of the Company's stock to
      provide notice of holdings, and provide notice of potential
      sales or purchases, and it allows the Company, if the Court
      approves, to restrict, in specified circumstances, certain
      potential transactions by a substantial shareholder. Each
      substantial shareholder must provide advance notice of its
      intent to buy or sell common stock prior to effectuating any
      such purchase or sale. For these purposes, a substantial
      shareholder is defined as a person or entity that
      beneficially owns or, as a result of a purchase or sale
      transaction, would beneficially own, at least 4.5 million
      shares (including options to acquire shares) of the
      Company's common stock.

   3. The Court entered the Order on Motion for Granting Authority
      to Limit Notice and to Establish Notice Procedures. This
      Order authorizes the Company to notify certain limited
      parties and set forth procedures by which to inform those
      parties of certain matters governed by Bankruptcy Rule 2002.
      Parties not included in the limited list of notice parties
      that wish to request notice must file a request pursuant to
      Bankruptcy Rule 2002.

A hearing to consider approval of the Interim Cash Collateral
Order and Interim Securities Trading Procedures Order on a final
basis is scheduled for August 5, 2009, with any objections due by
July 31, 2009.

                      About Aurora Oil & Gas

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

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


AURORA OIL: Taps Cahill Gordon as Bankr. and Restructuring Counsel
------------------------------------------------------------------
Aurora Oil & Gas Corporation and its debtor-affiliates ask the
U.S.  Bankruptcy Court for the Western District of Michigan for
authority to employ Cahill Gordon & Reindel LLP as bankruptcy and
restructuring counsel.

Cahill will, among other things:

   a. provide the Debtors with legal advice with respect to the
      Debtors' powers and duties as debtors-in-possession in the
      continued operation of their business and efforts to
      maximize the value of their assets;

   b. provide legal support with respect to all necessary actions
      to protect and preserve the estates and assets of the
      Debtors, including the prosecution of actions on the
      Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiations of disputes in which
      the Debtors are involved, and the preparation of objections
      to any claims filed;

   c. prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates;

Joel H. Levitin, a partner at Cahill, tells the Court that the
hourly rates of Cahill's personnel are:

     Attorneys             $360 - $888
     Paralegals            $175 - $280

Mr. Levitin adds that Cahill received payments of $1,442,172 for
services rendered prepetition.

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

Mr. Levitin can be reached at:

     Cahill Gordon & Reindel LLP
     80 Pine Street
     New York, New York 10005
     Tel: (212) 701-3000
     Fax: (212) 269-5420

                      About Aurora Oil & Gas

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

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


AURORA OIL: Wants Schedules Filing Extended Until August 12
-----------------------------------------------------------
Aurora Oil & Gas Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Michigan to
extend until August 12, 2009, the time to file their schedules of
assets and liabilities, statements of financial affairs, and
schedules of executory contracts and unexpired leases.


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

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


BANK OF AMERICA: May Get Three Offers for Merrill Lynch Unit
------------------------------------------------------------
Several firms are interested in acquiring the management of Bank
of America Merrill Lynch's Asian real-estate investment business,
including the management of its $4 billion Merrill Lynch Asian
Real Estate Opportunity Fund, Nesil Staney and Nisha Gopalan at
The Wall Street Journal report, citing people familiar with the
matter.

The Journal states that Merrill, amid uncertainty about its merger
with BofA and the global market meltdown, started looking for new
management for the fund and the $1 billion-plus in Asian real-
estate investments it had invested in the years before it launched
the fund.  The Journal says that BofA decided to sell the
management of the Asian real-estate businesses after the U.S.
government's stress tests were released earlier this year.  The
Journal relates that Timothy J. Grady, who was managing the fund,
left the company in March, accelerating the decision to sell.
According to The Journal, a source said that the fund closed in
October 2008 after raising about $2.65 billion, and is currently
headed by Martin Seol, the fund's former chief administrative
officer.  The report says that total assets in debt and equity
equal to $4 billion.

According to The Journal, the sources said that Blackstone Group
LP and Apollo Investment Management LP have each expressed
interest on the Merrill unit, while Sumitomo Mitsui Banking Corp.
and Red Fort Capital Advisors Pvt. Ltd. are mulling a joint bid.
An Apollo Investment spokesperson said that the Company isn't in
talks with Merrill about managing the fund, the report states.

Citing a person familiar with the matter, The Journal relates that
the sale of the management of the real-estate assets would close
before year-end.  A source, according to The Journal, said that
the buyer of the fund's management will re-brand the fund.

Bank of America Merrill Lynch told investors in May 2009 that it
decided to transfer management of the Asia real-estate fund to "a
recognized asset manager" but it would "continue to own a
substantial stake in its limited partnership interest and would
stay committed and aligned with the interest of the fund."

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

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

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

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


BENEFICIAL LIFE: S&P Affirms 'BB+' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
counterparty credit and financial strength ratings on Beneficial
Life Insurance Co. and removed the ratings from CreditWatch, where
they had been placed with negative implications on June 17, 2009.
S&P assigned a negative outlook.  Subsequently, S&P withdrew the
ratings at the company's request.

"S&P took this rating action in response to Beneficial Life's plan
to discontinue the acceptance of new applications effective
Aug. 31, 2009," said Standard & Poor's credit analyst Tim Clark.
"Although capitalization and liquidity historically had been
relative strengths to the rating, S&P believes that asset
deterioration and runoff lapse patterns may put stress on
Beneficial Life's capital and liquidity."

Beneficial Life's parent, Deseret Management Co., has stated its
intention to continue supporting Beneficial Life.  DMC has
contributed a total of $594 million in capital during 2007 and
2008.  However, S&P has not factored DMC's continued support into
S&P's ratings because S&P is unable to assess the full financial
capacity of DMC to provide such support.


BLACK GAMING: Missed July 15 Interest Payment; Defaults WF Loan
---------------------------------------------------------------
Due to, among other things, the failure to make the required
semi-annual interest payment on January 15, 2009 due under its
$125 million 9.0% Senior Secured Notes due 2012, Black Gaming, LLC
is in default under the Senior Notes and the Company's Credit
Agreement with Wells Fargo Foothill, Inc., dated December 20,
2004, as amended.  The Company also failed to make the scheduled
semi-annual interest payment due July 15, 2009 under the Senior
Notes.

Pursuant to the subordination provisions of the indenture
governing the Company's $66 million aggregate principal amount of
12.75% Senior Subordinated Discount Notes due 2013, the Company is
prohibited from making the $4,207,500 semi-annual interest payment
on the Subordinated Notes due July 15, 2009 until the payment
default under the Senior Notes has been cured or waived.

If the scheduled interest payment on the Subordinated Notes is not
made within 30 days of the scheduled payment date, an event of
default will occur under the indenture governing the Subordinated
Notes, and the aggregate principal amount of the Subordinated
Notes, plus the unpaid interest payment and any other amounts due
and owing on the Subordinated Notes could be declared immediately
due and payable by the trustee or by holders of 25% or more of the
aggregate principal amount of the Subordinated Notes.

The failure to make the semi-annual interest payment under the
Subordinated Notes within the 30-day grace period would constitute
an additional event of default under the Credit Agreement. The
acceleration of the Company's obligations under the Subordinated
Notes would constitute an additional event of default under the
Senior Notes.

                        About Black Gaming

Headquartered in Las Vegas, Nevada, Black Gaming, LLC --
http://www.blackgaming.com/-- through its subsidiaries, engages
in the ownership and operation of casino hotels.  Its casino
properties include CasaBlanca Hotel & Casino, Oasis Hotel &
Casino, and Virgin River Hotel & Casino, which are located in
Mesquite, Nevada.  The company also owns the Virgin River
Convention Center in Mesquite, Nevada, which is used as a special
events facility and for overflow hotel traffic from its other
properties.  Black Gaming's properties also offer amenities,
including championship golf courses, spas, a bowling center, a
movie theater, both gourmet and casual restaurants, and banquet
and conference facilities.  Founded in 1988, the company has 2,300
employees.


BOSTON SCIENTIFIC: Posts $158MM Second Quarter 2009 Net Income
--------------------------------------------------------------
Boston Scientific Corporation released financial results for the
second quarter ended June 30, 2009, as well as guidance for net
sales and earnings per share (EPS) for the third quarter and full
year 2009.

The Company's net income for the second quarter of 2009 was
$158 million, or $0.10 per share.

The Company Increased sales seven percent to $2.074 billion and
achieved adjusted EPS of $0.20, both at the high end of the
Company's guidance range (GAAP EPS of $0.10).

Worldwide sales of cardiac rhythm management (CRM) products
increased 10 percent, including a 13 percent increase in
implantable cardioverter defibrillator (ICD) sales.

Worldwide sales of drug-eluting stent (DES) systems increased
14 percent.

The Company maintained leadership position in worldwide DES
market, including a 50 percent share of the U.S. market.

The Company increased worldwide Neuromodulation sales by 18
percent.  Worldwide Endoscopy sales increased six percent,
Urology/Gynecology seven percent.

"I am excited about joining the Boston Scientific team and to help
report a very good quarter," said Ray Elliott, President and Chief
Executive Officer of Boston Scientific.  "We delivered sales and
earnings at the high end of our guidance range with almost all
businesses and regions reporting solid results.  The performance
of our two largest businesses was particularly impressive, with
Cardiovascular achieving mid-teens growth in DES sales and CRM
recording its fifth consecutive quarter of double-digit growth in
the U.S."

Net sales for the second quarter of 2009 were $2.074 billion, as
compared to net sales of $2.024 billion for the second quarter of
2008, which included sales from divested businesses of
$19 million.  Excluding the impact of foreign currency and sales
from divested businesses, net sales increased seven percent over
the prior period.

Reported results included intangible asset impairment charges,
acquisition- and restructuring-related charges; discrete tax items
and amortization expense (after-tax) of $139 million, or $0.10 per
share, which consisted of:

     -- $8 million ($10 million pre-tax) of intangible asset
        impairment charges associated primarily with certain
        urology-related intangible assets;

     -- $17 million, on both a pre-tax and after-tax basis, of
        purchased research and development charges, associated
        with the acquisition of certain technology rights;

     -- $22 million ($30 million pre-tax) of restructuring and
        restructuring-related charges associated with the
        Company's plant network optimization plan and expense and
        head count reduction initiatives;

     -- an $11 million credit for discrete tax items related to
        certain tax positions taken in a prior period; and

     -- $103 million ($126 million pre-tax) of amortization
        expense.

Adjusted net income for the second quarter of 2009, excluding
these charges, was $297 million, or $0.20 per share.

Reported net income for the second quarter of 2008 was
$98 million, or $0.07 per share.  Reported results included
acquisition-, divestiture-, and restructuring-related charges and
amortization expense (after-tax) of $206 million, or $0.13 per
share.  Adjusted net income for the second quarter of 2008,
excluding these charges, was $304 million, or $0.20 per share.

"We were also encouraged during the quarter by positive outcomes
from three important trials -- MADIT-CRT, MADIT II and SYNTAX --
all of which provided additional evidence of the effectiveness of
our products," said Mr. Elliott.  "New products accounted for more
than 40 percent of our sales this quarter, and we continue to
bring a wide range of innovations to market.  We recently received
FDA approval for the TAXUS((R)) Liberte((R)) Atom(TM) Paclitaxel-
Eluting Coronary Stent System, the TAXUS((R)) Liberte((R)) Long
Paclitaxel-Eluting Coronary Stent System and an expanded
indication for the SpyScope((R)) Access and Delivery Catheter, as
well as CE Mark for the ENDOTAK RELIANCE((R)) 4-SITE
Defibrillation Lead System and the LATITUDE((R)) Patient
Management System.  These approvals position us well for the
remainder of the year and, perhaps more important, provide a
springboard into 2010."

Guidance for Third Quarter and Full Year 2009

The Company estimates net sales for the third quarter of 2009 of
between $2.0 billion and $2.1 billion.  Adjusted earnings,
excluding intangible asset impairment charges; acquisition-,
divestiture-, litigation- and restructuring-related charges; and
amortization expense, are estimated to range between $0.17 and
$0.21 per share.  The Company estimates net income on a GAAP basis
of between $0.08 and $0.13 per share.

The Company has updated its net sales estimate for the full year
of 2009 to between $8.1 billion and $8.4 billion.  The Company
expects adjusted earnings, excluding intangible asset impairment
charges; acquisition-, divestiture-, litigation- and
restructuring-related charges; discrete tax items, and
amortization expense, for the full year of between $0.82 and $0.86
per share.  The Company expects net income on a GAAP basis of
between $0.47 and $0.53 per share.

                     About Boston Scientific

Boston Scientific -- http://www.bostonscientific.com/-- is a
worldwide developer, manufacturer and marketer of medical devices
whose products are used in a broad range of interventional medical
specialties.

As reported by the Troubled Company Reporter on May 21, 2009,
Fitch Ratings affirmed the 'BB+' issuer default rating on Boston
Scientific Corp.  Fitch also affirmed Boston Scientific's 'BB+'
ratings on senior unsecured notes and unsecured bank credit
facility.  Fitch also revised the Rating Outlook to Positive from
Stable.

According to the TCR on March 27, 2009, Standard & Poor's Ratings
Services said that it affirmed its 'BB+' ratings on Natick,
Massachussetts-based Boston Scientific Corp., and revised the
outlook to positive from negative.  These actions reflect the
Company's ongoing debt paydown over the past several years,
maintenance of its leading market share in the drug eluting stent
market in the face of increasing competition, and prospects for
(at minimum) modest growth in cardiac rhythm management devices,
given recent new product launches.

The TCR reported on March 12, 2009, that Moody's revised Boston
Scientific Corporation's rating outlook to stable from negative
and changed its Speculative Grade Liquidity Rating to SGL-2 from
SGL-3.  At the same time, the Company's Corporate Family Rating
was affirmed at Ba1.  In addition, its senior unsecured note and
senior shelf ratings were upgraded to Ba1 from Ba2 in accordance
with Moody's Loss Given Default methodology because of changes to
the Company's capital structure.


CALPINE CCFC: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating and stable outlook to Calpine CCFC
Holdings LLC.  At the same, S&P withdrew the 'B' corporate credit
rating and all issue ratings on Calpine Construction Finance Co.
L.P.  The rated issues at CCFC include the $385 million
first-priority secured term loan and the $415 million first-
priority secured term loan.  CCFC recently repaid all its debt
obligations using the proceeds of a $1 billion senior secured bank
notes issued by CCFC Holdings.

S&P withdrew the corporate credit rating on CCFC at the company's
request and assigned the rating to CCFC Holdings.

                           Ratings List

                             Assigned

                     Calpine CCFC Holdings LLC

                Corporate credit rating  B/Stable/--

                            Withdrawn

               Calpine Construction Finance Co. L.P.

                                      To   From
                                      --   ----
             Corporate credit rating  NR   B/Stable/--
             Senior secured debt      NR   BB-
              Recovery rating         NR   1

                          NR -- Not rated.


CIRCUIT CITY: Completes Sale of Canadian Operations to Bell Canada
------------------------------------------------------------------
Circuit City Stores, Inc., completed the sale of its Canadian
operations on July 1, 2009.  A subsidiary of Bell Canada acquired
substantially all of the assets of InterTAN Canada Ltd., an
indirect, wholly owned subsidiary of Circuit City that operated
retail stores and dealer outlets in Canada primarily under the
trade name The Source by Circuit City, Michelle O. Mosier,
Circuit City vice president and controller, said in a regulatory
filing with the U.S. Securities and Exchange Commission.

Additionally, Bell purchased certain trademarks from Circuit City
Stores West Coast, Inc., a wholly owned subsidiary of Circuit
City, and the equity shares of a global sourcing company from
Ventoux International, Inc., a wholly owned subsidiary of Circuit
City, Ms. Mosier related.

As previously reported, InterTAN Canada Ltd., received on
November 10, 2008, creditor protection from the Ontario Superior
Court of Justice under the Companies' Creditors Arrangement Act.
Bell entered into the asset purchase agreement pursuant to the
Court-monitored sales process.

Under the terms of the asset purchase agreement, the purchase
price for the transaction is $116,800,000 -- the equivalent of
CND135,000,000 -- plus $30,300,000 -- the equivalent of
CND35,000,000 -- for working capital, according to Ms. Mosier.

The consideration for working capital is subject to closing
adjustments.  Of the proceeds, $15,000,000 has been paid to
Circuit City for the trademarks and the shares of the sourcing
company.  The remaining proceeds of the sale will be used first
to settle the claims made against InterTAN Canada Ltd. under the
CCAA.  Any remaining proceeds will be distributed to Circuit
City.  Circuit City continues to anticipate that no liquidation
payments will be made to its equity security holders, Ms. Mosier
said.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653).  InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Gets Court Nod to Sell St. Cloud, Minnesota Leases
----------------------------------------------------------------
Pursuant to Sections 105, 363, and 365 of the Bankruptcy Code and
Rules 2002, 6004, and 6006 of the Federal Rules of Bankruptcy
Procedure, Circuit City Stores Inc. and its affiliates sought and
obtained the Court's approval to enter into a sale, assumption and
assignment agreement in connection with the sale of certain
leases, and to sell the Leases free and clear of all interests.

Circuit City Stores, Inc., is party to these leases, as amended,
assigned, supplemented or extended from time to time, for the
premises located at 3316 Division Street, in St. Cloud,
Minnesota:

  (a) lease dated November 2, 1993, with St. Cloud Associates,
      as landlord;

  (b) lease dated February 21, 1997, with TVI, Inc., as
      sublessee; and

  (c) lease dated March 2, 2000, with Consolidated Stores
      Corporation, as sublessee.

Since at or about the time the going-out-of-business sales were
commenced, the Debtors, along with their real estate advisor, DJM
Realty, LLC, have been marketing the Leases.  As a result of
these marketing efforts, the Debtors received an initial proposal
to purchase the Leases from St. Cloud Associates.  Upon reviewing
the proposal and following further negotiations with the
Purchaser, the Debtors determined that the proposal submitted by
St. Cloud Associates, as revised, was the highest or otherwise
best offer for the Leases, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, related.

Before and since receiving St. Cloud Associate's proposal, the
Debtors and DJM have continued to market the Leases and to
solicit bids from interested purchasers.  These marketing efforts
have not yielded any additional bids and the Debtors do not
believe further marketing would produce a competing bid, Mr.
Foley informed the Court.

According to Mr. Foley, the Agreement between the Debtors and St.
Cloud Associates provides, among other things, that:

  (a) St. Cloud Associates will waive, release and forever
      discharge any and all claims that it may have against the
      Debtors, including claims under Bankruptcy Code Sections
      365, 502, and 503, all year-end adjustments for 2009 and
      all prior years, and any obligations or liabilities that
      would otherwise survive assignment of the Leases -- Total
      Consideration.

  (b) In exchange for the Total Consideration, St. Cloud
      Associates will succeed to the entirety of the Debtors'
      rights and obligations in the Leases due, accruing,
      arising or attributable to the time period occurring on or
      after the effective date of May 31, 2009, and will have
      the rights of the tenant -- and sublandlord -- under the
      Leases.

  (c) On or before the Effective Date, the Debtors will pay to
      St. Cloud Associates, in cash or otherwise immediately
      available funds, $72,841, which represents taxes owed
      through the Effective Date.

      In the event the Debtors subsequently receive amounts
      under the Subleases attributable to the period of time
      after the Effective Date, the Debtors will promptly
      forward the amounts to St. Cloud Associates in accordance
      with the Agreement.

  (d) Upon the Effective Date, neither St. Cloud Associates, the
      Debtors, nor the Debtors' estates will have liability for
      cure claims of, from, or related to the Leases for any
      defaults or monetary obligations except for the Tax
      Payment.

St. Cloud Associates takes the Leases "as is."

Pursuant to Section 554 of the Bankruptcy Code, the Debtors are
also authorized to abandon any and all Debtor-owned improvements,
furniture, fixtures, equipment, inventory and any other personal
property located on the Premises.  The Abandoned Property is
deemed abandoned on the Effective date to St. Cloud Associates
free and clear of all liens, claims, and other interests.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653).  InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Proposes Auction for Intellectual Prop. Assets
------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rules
2002 and 6004 of the Federal Rules of Bankruptcy Procedure, the
Circuit City Stores Inc. and its affiliates ask the Court (i) to
approve certain procedures in connection with soliciting bids for
the sale of certain miscellaneous intellectual property assets,
(ii) for authority to enter into stalking horse agreements in
connection with the Sales, (iii) to approve the Debtors' payment
of a termination fee, and (iv) approving the Sales free and clear
of all interests, among other things.

In the course of their continued liquidation, the Debtors have
identified various assets that are valuable but for which the
Debtors have no use going forward.  The Debtors have determined
that the sales of the Intellectual Property Assets would bring
significant recovery for their estates and creditors.

The Debtors' financial advisor Rothschild, Inc., contacted
potential purchasers and received several indications of interest
in certain of the Debtors' intellectual property and internet-
related assets.  Since then, the Debtors have retained Streambank
LLC as their intellectual property disposition consultant,
Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, relates.

The Debtors, Rothschild, and Streambank orchestrated the sale of
a large portion of the Debtors' intellectual property and
internet assets, including the Circuit City trademark and
associated goodwill, domain names, toll-free numbers, patents and
registrations and applications, Web site content, and customer
information to Systemax Inc.  However, many intellectual property
assets remain, Mr. Foley says.

To help ensure that the Debtors receive the highest or otherwise
best proposal for these remaining intellectual property assets,
the Debtors seek authorization to solicit bids in accordance with
certain bidding procedures and to enter into stalking horse
agreements for the sale of any or all of the Intellectual
Property Assets to a Stalking Horse Bidder.

                  Proposed Bidding Procedures

The Debtors propose that:

  (a) All proposals for any or all of the Intellectual Property
      Assets must be submitted on or before August 11, 2009, at
      5:00 p.m., Eastern Time.

  (b) If qualified bids are received, one or more auctions will
      be held on August 18, 2009, among the Qualified Bidders.
      The Auction will take place at the offices of Skadden,
      Arps, Slate, Meagher & Flom, LLP, at Four Time Square, in
      New York, tentatively beginning at 10:00 a.m., Eastern
      Time, or other time or place as the Debtors notify all
      Qualified Bidders who have submitted Qualified Bids.

  (c) At the conclusion of the Auctions, the Debtors, after
      consultation with counsel to the Official Committee of
      Unsecured Creditors, will announce the bidder or bidders
      submitting the proposal that they have determined the
      highest or otherwise best proposal, and close the
      Auctions.

      If more than one Qualified Bidder submits a Bid on the
      same Intellectual Property Assets as the Successful
      Bidder, the Debtors, after consultation with the Creditors
      Committee, will announce the bidder submitting the next
      highest or otherwise best proposal, who would proceed with
      the purchase of the Intellectual Property pursuant to the
      terms of the Bid submitted at the Auctions, if the
      Successful Bidder fails to consummate the Sale.

  (d) To entice potential bidders to establish a floor price for
      any asset and the terms of an offer, the Debtors should be
      authorized to offer bidders a Termination Fee of no more
      than 3% of the cash purchase price payable on terms and
      conditions set forth in any Stalking Horse Agreement
      entered on or before August 11, 2009, in the event that a
      bidder is chosen as a Stalking Horse Bidder but is
      ultimately outbid at an Auction.

      In the event the Successful Bidder does not close, the
      Stalking Horse Bidder will be deemed the Successful
      Bidder.  In no event will any Termination Fee be payable
      if the Stalking Horse Agreement contains a "due diligence"
      or financing contingency, and the Debtors will not be
      permitted to offer two Termination Fees with respect to
      any proposal covering the same assets.

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

http://bankrupt.com/misc/CC_PropBidProcSaleMiscIntellectualProp070
609.pdf

Mr. Foley notes that a consumer privacy ombudsman has been
appointed in the chapter 11 cases to provide input with respect
to the sale of personally identifiable information.  Certain of
the Intellectual Property Assets may include PII.  Over the
course of the next several weeks, the Debtors and their advisors
will work with the CPO to address matters relating to the
conveyance of any PII, he tells the Court.

However, the PII Assets are not subject to any privacy policy or
other restrictions related to the transfer or protection of
customer lists and transaction data.  Thus, the Debtors submit
that they are not required to comply with the specific
requirements outlined in Sections 363(b)(1)(A) or (B) of the
Bankruptcy Code, according to Mr. Foley.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653).  InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Proposes to Sell Virginia Property to Cardinal
------------------------------------------------------------
Pursuant to Sections 105, 363, and 503 of the Bankruptcy Code and
Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure,
Circuit City Stores Inc. and its affiliates ask the Bankruptcy
Court to:

    (i) authorize Circuit City Stores, Inc., to enter into an
        agreement with Cardinal Capital Partners, Inc., for the
        sale of certain of the Debtor's property located in
        Virginia Beach Shopping Center, at 110 South
        Independence Boulevard, in Virginia Beach, Virginia,
        subject to higher or otherwise better proposals,

   (ii) approve a termination fee, and

  (iii) approve the Sale free and clear of all liens.

Circuit City owns the Property, comprising an outparcel of 0.5711
acres, adjacent to the premises at which the Debtor previously
leased a retail store location, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, relates.

Since around the time of commencement of the Debtors' going-out-
of-business sales, Circuit City, along with its real estate
advisor, DJM Realty, LLC, has been marketing the Property.  As a
result, Circuit City received various proposals to purchase the
Property.  Circuit City determined that the proposal submitted by
Cardinal Capital was materially higher or otherwise better than
the alternate proposals received, according to Mr. Foley.

On May 11, 2009, Circuit City and Cardinal Capital entered into a
Purchase and Sale Agreement, and amended the agreement on June 1
and 12, 2009.  The Debtor and Cardinal Capital entered into the
third amendment to the Purchase and Sale Agreement on June 26,
2009, pursuant to which the parties agreed to, among other
things, further extend the date by which a sale order must be
entered.

Pursuant to the Agreement, Circuit City would sell the Property
to Cardinal Capital for $439,000, plus a waiver of certain
prepetition claims held by an affiliate of the Purchaser.
According to Mr. Foley, the significant terms of the Agreement
include:

  (a) Cardinal Capital would acquire the Property, consisting
      solely of Circuit City's right, title, and interest in and
      to the Property, together with all the rights and
      appurtenances.

  (b) The Property would be sold free and clear of all liens,
      claims and encumbrances except for (1) liens for real
      property taxes and assessments that are not yet due
      and payable, (2) zoning ordinances, building codes and
      other land use laws and applicable governmental
      regulations, (3) all covenants, agreements, conditions,
      easements, restrictions and rights, of record, and (4) any
      and all matters that would be shown by a current survey of
      the Property -- Permitted Encumbrances.

  (c) The Total Consideration for the Sale of the Property would
      be comprised of the Purchase Price and the Additional
      Consideration.  The Purchase Price would be $439,000.  As
      Additional Consideration, the Purchaser would cause its
      affiliate, CC-Virginia Beach, LLC, solely with respect to
      its prepetition claims relating to its lease with the
      Seller for the store located at 110 South Independence
      Boulevard, in Virginia Beach, Virginia, to agree at
      closing (1) to the disallowance of its presently filed
      proof of claim, dated January 27, 2009, in the total
      amount of $26,655 and (2) to waive its right to file a
      proof of claim for lease rejection damages pursuant to
      Section 502(b)(6) of the Bankruptcy Code and to the
      disallowance of its filed proof of claim dated March 27,
      2009, in the total amount of $593,864.

  (d) In accordance with the Agreement, the Purchaser has
      previously delivered to an escrow agent the amount of
      $52,500.  If the Sale is consummated under the Agreement,
      the Deposit will be applied to the Purchase Price.  If the
      Agreement is terminated before the Closing of the Sale
      because of Cardinal Capital's breach of the Agreement,
      Circuit City would be entitled to retain the Deposit as
      the Seller's sole recourse.

      The Closing of the Sale of the Property will occur on the
      date, which is five days after the later of (1) the
      expiration of the due diligence period or (2) the date of
      entry of the Court's sale order.

  (e) The Agreement could be terminated before Closing in these
      circumstances: (1) by the Purchaser, if an action is
      initiated to take any material portion of the Property
      by eminent domain proceedings, (2) by the Purchaser, in
      the event that the Seller will fail to consummate the
      transactions contemplated by the Agreement, (3) by the
      Seller, in the event that the Purchaser will fail to
      consummate the transactions contemplated by the Agreement,
      (4) by the Seller, in order to permit the Seller to accept
      a higher or better offer for the Property pursuant to the
      bidding procedures, and (5) by the Purchaser or the Seller
      in the event that the Court has not entered a sale order
      by the sale deadline.

In recognition of Cardinal Capital's expenditure of time, energy,
and resources, Circuit City has agreed to pay Cardinal Capital a
break-up fee of $15,000 if the Seller terminates the Agreement to
close an alternate transaction, so long as the Purchaser is not
in breach of the Agreement.  Cardinal Capital is unwilling to
keep open its offer to purchase the Property under the terms of
the Agreement unless the Court authorizes payment of the
Termination Fee, Mr. Foley tells the Court.

                  Proposed Bidding Procedures

If Circuit City receives any qualified bids, an auction will be
held at the office of McGuireWoods LLP, located at One James
Center, 901 E. Cary Street, in Richmond, Virginia.  The Seller
will advise Cardinal Capital and all other parties that submitted
a Qualified Bid of the Auction.

At the conclusion of any Auction, the Seller, in consultation
with its advisors, would determine which bid constitutes the
highest or otherwise best bid.  After the Auction, if any,
Circuit City intends to proceed with a hearing to approve the
Sale.

If no Qualified bids other than Cardinal Capital's bid are
received, Circuit City would proceed with the Sale after entry of
the sale order.  If Circuit City receives additional Qualified
Bids, then at the sale hearing, it would seek approval of the
Successful Bid, as well as the second highest or best Qualified
Bid.  A bid would not be deemed accepted by Circuit City unless
and until approved by the Court.

If the Successful Bidder fails to consummate the Sale for
specified reasons, then the Alternate Bid would be deemed to be
the Successful Bid, and Circuit City would be permitted to
effectuate a sale to the Alternate Bidder without further Court
order.

Circuit City believes that the Sale represents its best
opportunity under the circumstances to maximize the value of the
Property.  The Sale of the Property is in the best interests of
the Debtor's estate and stakeholders, Mr. Foley asserts.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653).  InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Requests for July 31 Deadline for Ch. 11 Plan
-----------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Circuit City
Stores Inc. and its affiliates seek to extend their exclusive
periods to file a plan of liquidation to July 31, 2009, and to
solicit acceptances of a plan to September 29, 2009, with respect
to all parties except the Official Committee of Unsecured
Creditors.

The Court previously extended the Debtors' Exclusive Plan
Proposal Period to July 8, 2009, and the Exclusive Solicitation
Period to September 6, 2009.

Since the entry of the First Exclusivity Order, the Debtors have
made substantial progress towards winding down their operations
and estates.  Indeed, the Debtors are entering the final stages
of the chapter 11 cases, having resolved many of the issues
facing their estates, Douglas M. Foley, Esq., at McGuireWoods
LLP, in Richmond, Virginia, relates.

According to Mr. Foley, the Debtors have sold substantially all
of the assets of their operating facilities and have fully paid
the claims of the lenders under their debtor-in-possession
financing facility.  The Debtors have also reduced the
administrative burdens upon their estates by rejecting many
contracts and personal property leases and substantially all of
their real property leases, he adds.

The Debtors are now working to resolve the remaining issues in
their Chapter 11 cases, including liquidating any remaining
assets, continuing the claims reconciliation process, and
developing and filing a plan, Mr. Foley tells the Court.  The
Debtors anticipate that they should be in a position to file a
plan by the end of July 2009.

As part of this process, the Debtors have been in communication
with the Creditors Committee regarding the possibility of filing
a joint plan.  These discussions are ongoing and thus, the
Debtors seek the requested extensions in order to reach a
conclusion as to whether they will proceed with a joint plan, Mr.
Foley informs the Court.

Mr. Foley assures the Court that the brief extensions requested
will not prejudice the legitimate interests of any party-in-
interest in the Debtors' Chapter 11 cases.

In the event that the Debtors and the Creditors Committee cannot
come to an agreement on a joint plan, they have agreed to file
and solicit acceptances for competing plans simultaneously,
according to Mr. Foley.

The Debtors have obtained a bridge order from the Court,
extending the Exclusive Periods on an interim basis from July 7,
2009, through the entry of an order disposing of the Motion on
its merits.  The Court's ultimate disposition of the Motion will
not impair any action taken pursuant to the Bridge Order, Judge
Huennekens held.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653).  InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: To Sell Moreno Valley Property for at Least $2.25MM
-----------------------------------------------------------------
Pursuant to Sections 105, 363, and 503 of the Bankruptcy Code and
Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure,
Circuit City Stores Inc. and its affiliates ask the Court to,
among other things:

  (i) approve certain bidding procedures for the sale of Circuit
      City Stores West Coast, Inc.'s real property located at
      12530 Day Street in Moreno Valley, California, to 99> Only
      Stores;

(ii) authorize the Seller to enter into the purchase and sale
      agreement dated May 15, 2009, by and among the Seller and
      the Purchaser;

(iii) approve certain expense reimbursement in connection to the
      sale; and

(iv) approve the Sale of the Property free and clear of all
      interests.

As a result of the marketing efforts of the Seller and its real
estate advisor, DJM Realty, LLC, the Seller received various
proposals to purchase the Property.  The Seller determined that
the proposal submitted by the Purchaser was materially higher or
otherwise better than the alternate proposals received, Douglas
M. Foley, Esq., at McGuireWoods LLP, in Richmond, Virginia,
relates.

According to Mr. Foley, the significant terms of the Agreement
include:

  (a) The purchase price of the Property would be $2,250,000.

  (b) The Purchaser would acquire the Property, consisting
      solely of the Seller's right, title and interest in and to
      the property located at 12530 Day Street, in Moreno
      Valley, California, consisting of approximately 3.53
      acres.

      The purchase would include (i) all rights and
      appurtenances pertaining to the land, (ii) all buildings,
      structures and other improvements on the land, (iii)
      electrical, mechanical, air conditioning and other
      fixtures attached, (iv) all vested signage rights of the
      Seller in connection with the real property and the
      building located on the property, and (v) to the extent
      assignable, plans, specifications, permits, reports,
      development rights and title insurance through an asset
      sale.

  (c) The Property would be sold free and clear of all liens,
      charges, pledges, security interests, conditional sale
      agreements or other title retention agreements, leases,
      mortgages, security interests, options, or other
      encumbrances except for (i) liens for real property
      taxes that are not yet due and payable, (ii) zoning
      ordinances, building codes and other land use laws and
      applicable governmental regulations, (iii) all covenants,
      agreements, conditions, easements, restrictions and
      rights, whether of record or otherwise excluding, however,
      mortgages, deeds of trust, mechanics liens, tax liens,
      judgment liens, any other liens securing monetary amounts,
      leases, licenses, any other similar agreements conveying
      possessory rights, purchase option rights, rights of first
      refusal and any other similar rights of purchase, and (iv)
      any and all matters that would be shown by a physical
      inspection of the Property -- Permitted Encumbrances.

  (d) In accordance with the Agreement, the Purchaser has
      previously placed $225,000 into an escrow account.  Upon
      closing of the Sale or if the Agreement is terminated
      before Closing because of the Purchaser's breach of the
      Agreement, the Seller would be entitled to the funds in
      the escrow account.  Retention of the Deposit would
      constitute the Seller's sole recourse in that event.

  (e) The Agreement could be terminated before Closing in these
      circumstances: (i) by Purchaser, if an action is initiated
      to take any material portion of the Property by eminent
      domain proceedings, (ii) by Purchaser, in the event of
      damage to the Property exceeding $200,000 occurring during
      the period after the date of the Agreement and before
      Closing, if Seller does not repair the damage, (iii) by
      Purchaser, in the event that Seller will fail to
      consummate the transactions contemplated by the Agreement,
      (iv) by Seller, in the event that Purchaser will fail to
      comply with the Agreement, and (v) by Seller, in order to
      permit Seller to accept a higher or better offer for the
      Property pursuant to the bidding procedures.

In the event the Purchaser is not permitted to purchase the
Property pursuant to the sale process, in addition to the Deposit
being disbursed to the Purchaser, the Seller has agreed to
reimburse the Purchaser for its reasonable out-of-pocket third-
party due diligence expenses and reasonable attorneys' fees and
costs incurred in connection with the Agreement.

Under the Agreement, the Expense Reimbursement would not exceed
$35,000 in the aggregate.  In recognition of the Purchaser's
expenditure of time, energy, and resources, the Seller has agreed
to the Expense Reimbursement, Mr. Foley says.  He adds that the
Purchaser is unwilling to keep open its offer to purchase the
Property under the terms of the Agreement unless the Court
authorizes payment of the Expense Reimbursement.

                  Proposed Bidding Procedures

According to Mr. Foley, the material terms of the proposed
Bidding Procedures include:

  (a) To be considered a "Qualified Bid" for purposes of the
      auction, the person or entity submitting the bid would be
      required to submit an offer by August 13, 2009.  The
      Seller could extend the Bid Deadline, after consultation
      with representatives of the Official Committee of
      Unsecured Creditors, to a date and time that is not later
      than midnight on August 19, 2009, and could seek Court
      authority to extend the Bid Deadline to beyond that date.

  (b) Among other things, a bidder's offer should include (i) an
      executed copy of the Agreement marked to show those
      amendments and modifications to the Agreement that the
      Qualified Bidder proposes, including modifications to the
      Purchase Price, which price must be at least $2,350,000,
      (ii) a statement that the bid does not provide for any due
      diligence period or property inspection period, (iii)
      evidence, satisfactory to the Seller in its reasonable
      discretion of the bidder's financial wherewithal, (iv) a
      statement that the bid will not be conditioned on the
      outcome of unperformed due diligence by the bidder or any
      financing contingency, (v) a good faith deposit equal to
      the greater of (1) 10% of the cash component of the
      purchase price or (2) $235,000, (vi) an acknowledgment
      that the bidder's offer is irrevocable until two business
      days after the closing of the Sale of the Property; and
      (vii) an acknowledgment that, in the event the bidder is
      the Alternate Bidder, the bidder will proceed with the
      purchase of the Property pursuant to the terms of the
      Marked Agreement, as may be modified at the Auction.

  (c) If the Seller receives at least one Qualified Bid in
      addition to that of the Purchaser, it would conduct an
      auction of the Property at the offices of Skadden, Arps,
      Slate, Meagher & Flom LLP, located at One Rodney Square,
      P.O. Box 636, in Wilmington, DE 19801, on August 20, 2009.

      The Seller could extend the commencement of the Auction
      to a date that is not later than August 24, 2009, and
      could seek Court authority to extend the Bid Deadline
      beyond that date.

  (d) The Auction would be conducted in accordance with certain
      procedures, among others: (i) participation in the Auction
      would be limited to the Purchaser and the Qualified
      Bidder, (ii) before the commencement of the Auction, the
      Seller would advise the Purchaser and all Qualified
      Bidders of what it believes to be the highest or otherwise
      best Qualified Bid received, and (iii) bidding would begin
      initially with the highest or otherwise best Qualified Bid
      and subsequently continue in such minimum increments as
      the Seller, after consultation with representatives of the
      Creditors Committee, would determine at the Auction,
      provided, however, that minimum increments would not
      exceed $50,000.

  (e) The sale hearing would be held on August 27, 2009, but
      could be adjourned or rescheduled in the Seller's sole
      discretion, subject to Bankruptcy Court approval, as
      necessary, without further notice other than an
      announcement of the adjourned date at the sale hearing.

      If no Qualified Bids other than that of the Purchaser are
      received, the Seller would proceed with the Sale to the
      Purchaser after entry of the sale approval order.  If the
      Seller receives additional Qualified Bids, then at the
      sale hearing, the Seller would seek approval of the
      Successful Bid, as well as the second highest or best
      Qualified Bid.

      A bid would not be deemed accepted by the Seller unless
      and until approved by the Court.  After approval of the
      Sale to the Successful Bidder, if the Successful Bidder
      fails to consummate the sale for specified reasons, then
      the Alternate Bid would be deemed to be the Successful
      Bid, and the Seller would be permitted to effectuate a
      Sale to the Alternate Bidder without further Court order.

  (f) The Good Faith Deposit submitted by the Successful Bidder,
      together with interest, if any, would be applied against
      the payment of the Purchase Price upon Closing of the Sale
      to the Successful Bidder.  If a Successful Bidder failed
      to consummate an approved sale, the Seller would not have
      any obligation to return the Good Faith Deposit, and that
      deposit would irrevocably become property of the Seller.

      The Seller would return the Good Faith Deposits of all
      other Qualified Bidders, together with the accrued
      interest, if any.

Objections to the Sale, if any, must be filed and served no later
than 4:00 p.m., Eastern Time, on August 21, 2009.

The Seller believes that the Sale represents its best opportunity
under the circumstances to maximize the value of the Property.
The Sale is in the best interests of the Seller's estate and its
stakeholders, Mr. Foley asserts.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653).  InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIT GROUP: Loses Vendor Financing Deal With Microsoft
-----------------------------------------------------
Ben Worthen and Serena Ng at The Wall Street Journal report that
CIT Group Inc. has lost its vendor financing deal with Microsoft
Corp.

CIT and Microsoft disclosed a vendor-financing partnership in the
U.S. in 2007, under which CIT processed and approved applications
and assumed the risk on loans while Microsoft provided some
capital and acquired an interest in the loans.  According to The
Journal, Microsoft declined to disclose the amount of the
financing.

Stacie Sloane, Microsoft's director of marketing for worldwide
licensing and pricing group, confirmed the news, saying that CIT
will continue to service existing loans, but a plan is in place
for new customers to receive financing through other vendors.  Ms.
Sloane said, "We will ensure any credit-approved customer
financing commitments are honored."

CIT said the "relationship with Microsoft hadn't yet reached its
full potential," The Journal says, citing a source.

WSJ relates that Snap-On Inc. ended last week a joint venture with
CIT that had been around since 1999 and provided financing to
franchisees and customers of Snap-On.  The report states that
Snap-On paid about $8.2 million to buy out CIT's stake in the
joint venture, which has about $834 million in outstanding
contracts.

                   CIT Could Sell Off Units

Serena Ng at The Journal says that if CIT's restructuring plan
succeeds, the Company would likely be smaller.  The Journal
relates that CIT could sell off its units that are doing
relatively well, including its Utah bank, its rail-car and
aircraft-leasing arm, and its business of providing cash advances
and credit to manufacturers and retailers.  CIT indicated that its
earlier plan to raise more funds via the bank it owns in Utah may
no longer be feasible in the near term, The Journal states.

The Journal reports that banking regulators issued a "cease and
desist" order at CIT's Utah bank last week, limiting the bank's
ability to pay dividends and capping the amount of "brokered
deposits" it accepts.  CIT Bank had been using such deposits to
raise more funds.  The Journal says that CIT had hoped to transfer
more of its assets to the Utah bank, but regulators were concerned
about the risk involved.

CIT, in an agreement with bondholders, will pay at least 13%
interest on a $3 billion emergency loan provided by some of its
largest bondholders, who also will get first claims over
"substantially all" of CIT's assets, the Company said in a filing
with the U.S. Securities and Exchange Commission.  The Journal
notes that the high cost of funds shows CIT's vulnerability during
the discussions and also puts pressure on the Company to quickly
find a way to refinance itself.

According to The Journal, CIT said it expects to report a second-
quarter loss of more than $1.5 billion, which would be its ninth
consecutive quarterly loss.  The Federal Reserve Bank of New York
conducted a review last week and found that it might need
$4 billion in additional capital, The Journal relates.

The Journal reports that CIT said that its status as a bank
holding company could be affected if it fails to meet the minimum
capital requirements and could be forced to divest itself of its
CIT Bank subsidiary, or risk having CIT Bank seized by the FDIC if
its capital levels are too low.

Andrew Edwards at Dow Jones Newswires relates that rumors of
bankruptcy panicked small-time investors, causing hundreds of
millions of dollars in CIT Internotes -- bonds marketed directly
to small-time investors, particularly the elderly -- to change
hands over the last two days, leaving tens of millions of dollars
on the table, which were scooped up by bond trading desks,
brokers, and sophisticated investors.

TRACE data collected by retail electronic bond-trading platform
BondDesk Group LLC show that CIT Internotes were the most actively
traded bonds in the U.S. markets on Friday and Monday, Dow Jones
states.  Dow Jones says that on Friday, traders and brokers took
out an average of 6.34% in commissions on each trade, garnering
millions in revenue, compared to an average of 1.06% on all other
trades for the day.  Citing underwriter Incapital LLC, Dow Jones
reports that there are $3.4 billion in CIT Internotes outstanding.

The notes were trading well below the prices garnered for
equivalent bonds sold to professional investors, Dow Jones says.
Citing Tradeweb, Dow Jones says that on Friday, one issue of the
CIT Internotes due 2016 changed hands on at average of 42 cents on
the dollar, while equivalent debt held by large investors traded
at 52 cents on the dollar.

Dow Jones reports that on Monday, the commissions on CIT
Internotes had tightened to 29 basis points, or hundredths of a
percent, and the notes were still trading several percentage
points behind the non-retail market.

                          About CIT Group

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

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

As reported by the TCR on July 15, Standard & Poor's Ratings
Services said that it lowered its ratings on CIT Group Inc.,
including lowering the counterparty credit ratings to 'CCC+/C'
from 'BB-/B'.  The ratings remain on CreditWatch, where they were
placed with negative implications on June 12, 2009.  "The
downgrade reflects increased near-term liquidity concerns," said
Standard & Poor's credit analyst Rian Pressman.

Moody's Investors Service simultaneously downgraded the senior
unsecured rating of CIT Group Inc. to B3 from Ba2.  Additionally,
Moody's placed CIT's long-term ratings on review for further
possible downgrade.  The Company's short-term rating remains Not
Prime.  The downgrade of CIT's ratings is based on Moody's growing
concern with CIT's liquidity position and prospects for survival
of the franchise.


CIT GROUP: Factoring Unit Eyed By JPMorgan, The Deal Says
---------------------------------------------------------
The Deal.com says a spokesman for J.P. Morgan Chase & Co.
indicated it was keeping an eye on CIT Group Inc. as a possibility
for expansion.  The lender's factoring unit, widely seen as one of
its most lucrative businesses, is reportedly the target.

The Deal.com relates that on a conference call Thursday, JPMorgan
CEO Jamie Dimon said the primary effect of a CIT collapse would be
immaterial to J.P. Morgan's P&L.

The Deal, citing Canadian newspaper The Globe and Mail, also
relates that a CIT collapse will also hurt the National Hockey
League.  The Deal says CIT is a key lender to several NHL teams,
including the Ottawa Senators, Montreal Canadiens, New Jersey
Devils and Nashville Predators.

The Globe and Mail report, according to The Deal, quoted a
financial adviser to several hockey teams (not necessarily the
same teams with CIT financing) as saying the lender's liquidity
crisis is "going to be horrible for [the NHL]."

In February, the National Basketball Association raised $200
million in financing to distribute to as many as 12 teams facing
operational losses, The Deal says.

As reported in yesterday's Troubled Company Reporter, Jeffrey
McCracken and Serena Ng at The Wall Street Journal, citing people
familiar with the matter, relate that on Thursday night, CIT
officials believed that they had secured a $2 billion rescue-
financing plan from JPMorgan but that fell through by Friday
morning.  A person familiar with the matter said that JPMorgan
would have considered lending if CIT were first to seek bankruptcy
protection, but the bank "couldn't get comfortable with a deal
outside (bankruptcy) court," The Journal relates.  The Journal
states that CIT's advisers then launched talks with its
bondholders and by 5:00 p.m. on Friday, CIT had sent its first
term sheet to bondholders.

CIT Group has instead entered into a $3 billion loan facility
provided by a group of the Company's major bondholders.  CIT
further intends to commence a comprehensive restructuring of its
liabilities to provide additional liquidity and further strengthen
its capital position.

The actions, including a $3 billion secured term loan with a
2.5- year maturity, are intended to provide CIT with liquidity
necessary to ensure that its important base of small and middle
market customers continues to have access to credit.  Term loan
proceeds of $2 billion are committed and available July 20, with
an additional $1 billion expected to be committed and available
within 10 days.

CIT also commenced a cash tender offer for its outstanding
Floating Rate Senior Notes due August 17, 2009.  CIT is offering
to purchase its August 17 Notes for $800 for each $1,000 principal
amount of outstanding August 17 Notes tendered and not validly
withdrawn prior to 12:00 midnight, New York City time, at the end
of August 14, 2009 (unless extended by CIT).  Holders who validly
tender their August 17 Notes prior to 5:00 p.m., New York City
time, on July 31, 2009 -- unless extended by CIT, the "early
delivery time" -- and who do not validly withdraw their tenders,
will be paid an additional $25 cash for each $1,000 principal
amount of outstanding August 17 Notes tendered by the early
delivery time.

                         About CIT Group

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

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

As reported by the TCR on July 15, Standard & Poor's Ratings
Services said that it lowered its ratings on CIT Group Inc.,
including lowering the counterparty credit ratings to 'CCC+/C'
from 'BB-/B'.  The ratings remain on CreditWatch, where they were
placed with negative implications on June 12, 2009.  "The
downgrade reflects increased near-term liquidity concerns," said
Standard & Poor's credit analyst Rian Pressman.

Moody's Investors Service simultaneously downgraded the senior
unsecured rating of CIT Group Inc. to B3 from Ba2.  Additionally,
Moody's placed CIT's long-term ratings on review for further
possible downgrade.  The Company's short-term rating remains Not
Prime.  The downgrade of CIT's ratings is based on Moody's growing
concern with CIT's liquidity position and prospects for survival
of the franchise.


CIT GROUP: Moody's Puts Three Classes of Notes Under Review
-----------------------------------------------------------
CIT Group Inc. reported that Moody's Investors Service has placed
its CIT Equipment Collateral 2009-VT1 Receivable-Backed Notes,
Class A-1, Class A-2 and Class A-3 under review for possible
downgrade.

These Notes, issued on June 9, 2009, constituted eligible
collateral under the Federal Reserve Bank of New York's Term
Asset-Backed Securities Loan Facility.  TALF rules require the
issuing entity and the sponsor to issue a press release in the
event that any of its securities, eligible for funding thereunder,
are put on review or watch for downgrade by a nationally
recognized statistical rating organization rating such securities.

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

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

As reported by the TCR on July 15, Standard & Poor's Ratings
Services said that it lowered its ratings on CIT Group Inc.,
including lowering the counterparty credit ratings to 'CCC+/C'
from 'BB-/B'.  The ratings remain on CreditWatch, where they were
placed with negative implications on June 12, 2009.  "The
downgrade reflects increased near-term liquidity concerns," said
Standard & Poor's credit analyst Rian Pressman.

Moody's Investors Service simultaneously downgraded the senior
unsecured rating of CIT Group Inc. to B3 from Ba2.  Additionally,
Moody's placed CIT's long-term ratings on review for further
possible downgrade.  The Company's short-term rating remains Not
Prime.  The downgrade of CIT's ratings is based on Moody's growing
concern with CIT's liquidity position and prospects for survival
of the franchise.


COMSTOCK RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Comstock Resources, Inc.'s B1
Corporate Family Rating and the B2 rating on the company's
$175 million senior unsecured notes.  The outlook is stable.

"The ratings affirmation reflects Comstock's low leverage and good
liquidity," commented Pete Speer, Moody's Vice-President.
"However, the senior unsecured notes rating could be downgraded if
the company's utilization of its bank facility is higher than
expected."

Comstock utilized the cash proceeds of the August 2008 sale of its
49% ownership interest in Bois d'Arc Energy, Inc., to pay down its
revolving credit facility.  This substantial reduction in debt
levels offset the resulting decline in the company's proved
reserves and production scale that is now much smaller than most
B1 rated peers.  While Comstock expects to significantly outspend
operating cash flow in 2009 developing its Haynesville Shale
properties, the company expects to maintain substantial
availability under its $550 million revolving credit facility for
liquidity and in case of further borrowing base reductions in the
future.

The B2 rating for the $175 million senior unsecured notes reflects
both the overall probability of default of Comstock, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5
(75% changed from 72%).  The $550 million borrowing base is large
enough to result in a double notching of the senior unsecured
notes down from the B1 CFR under Moody's Loss Given Default
Methodology.  However, Moody's has decided to affirm the existing
B2 notes rating based on the company's forecasted borrowings and
management's stated target of maintaining at least 50%
availability under the revolver borrowing base.  If the borrowings
under the revolver were to exceed $200 million then the notes
rating could be downgraded to B3.

Comstock has budgeted $360 million in capital expenditures for
2009, most of it for development drilling in its Haynesville Shale
acreage.  If the company does not meet its production forecasts
and/or the resulting proved reserves additions are not achieved at
competitive costs, the ratings outlook could be changed to
negative or the ratings downgraded.

The last rating action was on September 19, 2006, when Moody's
affirmed the B2 ratings on Comstock's $175 million senior
unsecured notes and assigned the loss given default assessments of
LGD5 (72%) to those notes.

Comstock Resources, Inc., is an independent exploration and
production company headquartered in Frisco, Texas.


CONCENTRA INC: Moody's Raises Ratings on First Lien Loan to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Concentra Inc. following the repurchase of about $11.5 million
face amount of second lien PIK term loan at a discount in June.
Concurrently, Moody's upgraded the first lien facilities to Ba3
from B1, reflecting ongoing amortization of that facility relative
to the second lien term loan, particularly if the company
continues to elect to PIK interest payments.  The outlook remains
negative and continues to reflect ongoing deterioration in
employment, and potential for loss of access to the revolver in
2010 following step downs in the company's total leverage covenant
on March 31, 2010.

The ratings are constrained by high financial and operating
leverage, the company's relatively limited scale and scope of
operations and performance below Moody's expectations since the
separation of the network services business in June 2007.  The
ratings reflect Moody's expectation of continuing top line
pressures which will impact cash flow generation in 2009, despite
substantive reductions in costs and capital expenditures.  The
ratings are supported by the company's geographic diversity and
broad customer base as well as relatively strong profitability,
with EBITDA margins expected to continue to improve in 2009 in
part due to cost cutting initiatives.

Moody's took these rating actions:

  -- Affirmed the B2 Corporate Family Rating;

  -- Affirmed the B2 Probability of Default Rating;

  -- Upgraded the $75 million senior secured revolver and
     $330 million Senior Secured Term Loan B to Ba3 (LGD3, 30%)
     from B1 (LGD3, 34%);

  -- Affirmed the Caa1 (LGD 5, 81%) rating on the $155 million
     Second Lien PIK Toggle Term Loan C;

The outlook for the ratings remains negative.

The last rating action on Concentra was taken on October 28, 2008
when the company's outlook was changed to negative.

Concentra Inc., based in Addison, Texas, is the largest national
provider of occupational health services through 314 primary care
centers located across 40 states.  The company provides treatment
for workplace injuries, physical therapy, physical examinations
and pre-employment drug screenings.  Concentra also provides bill
review and case management services to the auto injury market
through its Auto Injury Solutions unit.  The company is owned by
Welsh, Carson, Anderson & Stowe, a New York-based private equity
firm, and other investors.  Concentra had revenues of about
$808 million in the twelve months ended March 31, 2009.


COUNTRY COACH: Takes in Recreation Live as Partner
--------------------------------------------------
Tim Christie at The Register-Guard reports that Country Coach LLC
has forged an equity partnership with Recreation Live.

According to The Register-Guard, Recreation Live will sell Country
Coach's motor homes in other regions of the country.  Recreation
Live has locations in Schertz, Texas, and Pompano Beach.  It will
open three Country Coach factory stores and service centers in
Florida, the Midwest and the Southwest over the next year, The
Register-Guard states, citing Recreation Live officials.

Recreation Live spokesperson Matt Howard said that the Company
would own a significant equity stake in Country Coach, The
Register-Guard relates.

Citing Country Coach CEO Jay Howard, The Register-Guard states
that the partnership with Recreation Live is an integral part of
the reorganization plan, which the Company must file by August 31.

Court documents show that Country Coach reported it lost a
cumulative $4.9 million from April through June.  Country Coach
had sales revenue of $2.4 million, but expenses of $7.3 million,
including $1.5 million in interest expense to its lenders.
Country Coach has $51 million in debt, says The Register-Guard.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court.
National R.V., had its reorganization plan approved by a judge in
December.  The Perris, California based company sought Chapter 11
protection in November 2007, listing assets of $54.4 million
against debt of $30.1 million.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional
$6 million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.


DELPHI CORP: Court Moves Auction to July 24; Plan Accord Reached
----------------------------------------------------------------
Delphi Corp. relates that as part of its efforts to facilitate
further consensual discussions among representatives of General
Motors Company, Platinum Equity, Delphi's DIP Lenders and other
stakeholders, the Bankruptcy Court for the Southern District of
New York has rescheduled the auction scheduled for July 21, 2009,
to Friday, July 24, 2009 and will now commence the hearing on
Delphi's Modified Plan on July 29, 2009.

Delphi also said agreements have been reached with its official
unsecured creditors' committee and Wilmington Trust Corporation,
the indenture trustee for several series of unsecured notes, to
withdraw their objections to, and support, the Modified Plan,
whether based on the Master Disposition Agreement involving
Platinum and GM or the pure credit bid submitted by the
Administrative Agent on behalf of Delphi's DIP Lenders.

Delphi previously said the deadline for submission by qualified
bidders of potential alternative transactions passed without the
submission of any potential alternative transactions from three
third-party qualified bidders.  Delphi will proceed with the
auction process, however, because the company timely received a
pure credit bid notice and pure credit bid support letter from
JPMorgan Chase Bank, N.A., in its capacity as administrative agent
under the Amended and Restated Revolving Credit, Term Loan and
Guaranty Agreement dated as of May 9, 2008.

The company expects to announce the outcome of the auction process
on or about July 27, 2009.

         Accord Reached With Committee, Indenture Trustee

On July 21, 2009, Delphi's Creditors' Committee and Wilmington
Trust Corporation, as Indenture Trustee, approved settlements with
Delphi that are also supported by GM, Platinum and several large
holders of Delphi's DIP credit facility.  Pursuant to the accord:

   -- Delphi will further modify its current plan modifications
      such that the potential distribution to its unsubordinated
      general unsecured creditors under the waterfall schedule in
      the Master Disposition Agreement will be increased from a
      maximum of $180 million to a maximum of $300 million and the
      distributions will based on 32.5% of all waterfall
      distributions in excess of $7.2 billion.

   -- Delphi will also modify its existing Confirmation Order to
      provide that reasonable fees and expenses of the Indenture
      Trustee, including the reasonable fees and expenses of its
      retained counsel in the chapter 11 cases, will be paid up to
      a maximum agreed cap.

   -- The Creditors' Committee and the Indenture Trustee have
      agreed to withdraw their objections to Delphi's Plan
      Modification Motion and to support approval of the Modified
      Plan.

Earlier this week, as part of the voting reports filed with the
Bankruptcy Court in connection with Delphi's resolicitation of
certain creditor classes, it was reported that five impaired
prepetition classes of creditors had voted to accept the Modified
Plan.  Under the Bankruptcy Code, at least one impaired non-
insider class must accept the Plan in order to move forward with
the plan modification process.


DELPHI CORP: GM Won't Assume Pension Plan; PBGC Accord Reached
--------------------------------------------------------------
Delphi Corp. relates that in its June 1 filing of modifications to
its Confirmed Plan, it noted that changed economic circumstances
would no longer permit the company to continue to fund its defined
benefit pension plans for plan participants, including retired,
former and current hourly and salaried employees following
emergence from Chapter 11 reorganization.  Delphi also stated that
it expected that the Pension Benefit Guaranty Corporation would
initiate the plan termination process for Delphi's US salaried
pension plan and the other US "subsidiary" plans, which would
consequently be taken over by the PBGC.  The June 1 announcement
also included Delphi's expectation that, in connection with the
Plan Modification Hearing, it would negotiate and execute a
settlement agreement with the PBGC and General Motors, which would
definitively address all of the PBGC's claims against Delphi and
its global affiliates.

In connection with the Modified Plan and settlement discussions
with the PBGC, GM has recently provided further information
regarding the manner in which Delphi's US hourly pension plan
obligations will be addressed.  GM has advised that it will not
assume the hourly pension plan and will not complete the second
step of the 414(l) pension transfer contemplated under the Global
Settlement Agreement with Delphi (the conditions of which have not
been satisfied and which obligation is being superseded by the
transactions under the Modified Plan).

GM and the PBGC have negotiated a separate release and waiver
agreement that contemplates a possible initiation by the PBGC of
the plan termination process for Delphi's US hourly pension plan
and provides consideration to the PBGC for certain releases to be
granted to, among others, GM, Delphi, and Delphi's global
affiliates.

As a result of these developments, the PBGC is now expected to
make a determination whether or not to initiate the termination
process for Delphi's US hourly and salaried pension plans and the
other US "subsidiary" plans.  Delphi does not believe that a
termination by the PBGC of the US hourly pension plan would
violate Delphi's existing collective bargaining agreements or
prior Bankruptcy Court orders.  Nevertheless, Delphi has not
agreed to a termination of the plan and will not enter into an
agreement with the PBGC to take over the plan unless the
Bankruptcy Court finds that that doing so is not a violation of
Delphi's collective bargaining agreements or a federal district
court issues an order terminating the US hourly plan.

On July 21, 2009, Delphi reached agreement with the PBGC to settle
the PBGC's various claims against Delphi and its global
affiliates. Pursuant to that settlement agreement, the PBGC will
receive a $3 billion allowed general unsecured nonpriority claim
which will receive the same treatment given to holders of General
Unsecured Claims under the Modified Plan.  The PBGC will receive
additional consideration from GM which, together with the PBGC's
allowed unsecured claim, is in consideration for, among other
things, a full release of all causes of action, claims, and liens;
the liability to be assumed by the PBGC related to the possible
termination of the US salaried plan, US hourly plan, and US
subsidiary plans; and the withdrawal of all notices of liens filed
by the PBGC against Delphi's global non-US affiliates.  The
settlement agreement, which is subject to Bankruptcy Court
approval, is being filed with the Bankruptcy Court.

                       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)

                         About Delphi Corp

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

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

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

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


DESERT SHADOW: Chapter 7 Filing May Delay Hepatitis Trial
---------------------------------------------------------
The Endoscopy Center of Southern Nevada, Gastroenterology Center
of Nevada, and Desert Shadow Endoscopy Center filed for creditor
protection under Chapter 7 of the Bankruptcy Code on July 17,
2009, The Associated Press reports.

The AP says the three medical clinics were at the center of last
year's hepatitis outbreak.  AP says the bankruptcy filing
threatens to delay the first civil trial involving a patient
infected with hepatitis C, which is scheduled to begin October 19.

AP relates the Southern Nevada Health District has linked nine
cases of hepatitis C to unsafe injection practices at the
endoscopy centers.  Another 105 cases are possibly related.

"All three centers are named in lawsuits from patients who say
they contracted hepatitis C during treatments at the clinics.  The
bankruptcy automatically postpones those lawsuits, and a
bankruptcy judge must lift the postponement before the civil suits
can proceed," AP says.


EDDIE BAUER: Creditors Panel Asks Court to OK Retention Agreements
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Eddie Bauer Holdings, Inc., and its affiliates asks the
Bankruptcy Court to approve their retention of:

     * Cooley Godward Kronish LLP as lead counsel;
     * Capstone Advisory Group, LLC as financial advisor;
     * Young Conaway Stargatt & Taylor, LLP as co-counsel; and
     * Lang Michener LLP as Canadian counsel

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

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

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


EDGEN MURRAY: S&P Changes Outlook to Negative; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Edgen
Murray II LP to negative from stable, reflecting increased
leverage and heightened covenant pressure in the near term.  All
ratings, including the 'B' corporate credit rating, were affirmed.

"The outlook revision to negative reflects S&P's heightened
concern about a potential covenant violation, given S&P's
expectation that challenging operating conditions will continue in
the near term due to weak end-market demand," said Standard &
Poor's credit analyst Sherwin Brandford.  Specifically, the net
leverage covenant steps down to 4.5x at the end of 2009 from 5x
currently.  Because S&P expects that EBITDA will decline to the
$90 million to $100 million range during 2009, compared to
$180 million in 2008, S&P believes that this metric can exceed the
4.5x level.

S&P's current expectation is for outstanding revolving credit
facility borrowings, which S&P estimates totaled around $15
million as of June 30, 2009, to be fully repaid by the end of 2009
(except for outstanding letters of credit).  In addition, given
that the covenant is calculated utilizing net debt (net of cash),
S&P believes the company may elect to not repay its term loan
(aside from minimum required amortization payments) from
internally generated cash, but rather choose to accumulate excess
cash on its balance sheet.

The rating on specialty metals distributor Edgen Murray reflects
its vulnerable business risk profile, driven by its exposure to
the highly cyclical, competitive, and volatile specialty steel
pipe industry; its modest size and limited scope of operations;
and thin operating margins.  In addition, it maintains an
aggressive financial profile as reflected by its debt to capital
ratio of more than 100%.  The company's manageable capital
expenditure requirements and historically countercyclical cash
flow somewhat temper these factors.


ENBRIDGE ENERGY: DBRS Rates Jr. Subordinated Notes at 'BB'
----------------------------------------------------------
DBRS has confirmed the ratings on the Commercial Paper, Senior
Unsecured Notes and Junior Subordinated Notes of Enbridge Energy
Partners, L.P., at R-2 (middle), BBB and BB (high), respectively,
all with Negative trends.

The rating actions follow the announcement that EEP and Enbridge
Inc. have concluded a joint funding agreement under which Enbridge
will effectively fund two-thirds of the $1.2 billion cost of the
U.S. segment of the Alberta Clipper crude oil pipeline project
(Alberta Clipper U.S.), with the remaining one-third to be funded
by EEP (previously 100% EEP).  Enbridge will participate in the
debt financing that EEP raises for Alberta Clipper U.S. and will
fund two-thirds of the project's equity requirements directly into
Enbridge Energy Limited Partnership (EELP), the subsidiary of EEP
that is constructing the project.  EEP and Enbridge will fund all
costs and receive all cash returns related to their proportionate
shares in Alberta Clipper U.S. EEP and Enbridge will each have a
right of first refusal on each other's investment in the project,
and EEP will retain the right to fund up to 100% of any expansion,
and dilute Enbridge's interest accordingly.

The confirmation reflects EEP's substantially reduced funding
requirements (from $2.1 billion to $1.1 billion) over 2009 to 2010
following completion of this transaction.  Since DBRS's last
rating action in February 2009, EEP added $350 million of
incremental 364-day credit facilities in April 2009 (increasing
its liquidity to nearly $2.0 billion of cash and available credit
facilities as at March 31, 2009, on a pro forma basis) and
completed construction of its Southern Access Stage 2 pipeline
project on time and on budget.  DBRS expects EEP to continue to
maintain an adequate liquidity position through incremental
capital markets activity, potential sale of non-core assets and/or
delay or reduction of non-committed growth capex.

DBRS expects that EEP's business risk profile will improve upon
completion of the capex program in mid-2010.  Future growth capex
is heavily weighted towards the Liquids segment, compared with the
Natural Gas segment, with the lower business risk profile of the
former (due to strong regulatory and contractual arrangements)
mitigating the higher business risk profile of the latter (due to
volume and commodity price risks, although this is partly
mitigated by contractual and hedging arrangements).

Maintenance of the Negative trends reflects continued pressure on
the Partnership's credit metrics and ongoing refinancing and
project execution risks through mid-2010, although partially
mitigated by this transaction.  In its February 5, 2009, press
release, DBRS stated that, based on EEP's 2009 earnings guidance
(net income projected to decline to between $300 million and $340
million this year compared with $367 million on a DBRS-adjusted
basis in 2008), DBRS expected that EEP's adjusted debt-to-capital
ratio would be maintained in the low-50% range, which is
acceptable.  However, DBRS estimated that the resulting cash flow-
to-debt, EBITDA interest-coverage and EBIT interest-coverage
metrics would be in the 13% to 14%, 2.7 times to 2.8 times and 1.8
times to 1.9 times ranges, respectively, in 2009, which would be
outside the parameters for the current ratings.  If, in DBRS's
opinion, EEP's credit metrics are likely to fall below the
estimated levels noted above with limited potential for
substantial recovery by 2010, further negative rating action may
occur.  The Partnership attributed the lowered guidance to the
deteriorating global economy, a low commodity price environment
and restricted access to capital.

The Partnership's non-regulated segments (Natural Gas and
Marketing) are subject to commodity price risk.  While mostly
hedged, EEP is exposed to rollover of its shorter-term hedges and
lower prices on its un-hedged positions.  In addition, EEP is
exposed to throughput risk with respect to its fee-based
arrangements.  In the current low energy price environment, many
oil and gas producers have reduced their capital programs and
consequently drilling activity.  Despite the generally attractive
production growth profiles of natural gas fields where EEP's main
gathering and processing assets are located (mainly on the U.S.
Gulf Coast, with a concentration in Texas), these factors are
expected to negatively affect EEP's earnings and cash flow in 2009
relative to 2008.

                  About Enbridge Energy Partners

Enbridge Energy Partners, L.P. -- http://www.enbridgepartners.com
-- is engaged in owning and operating crude oil and liquid
petroleum transportation and storage assets, and natural gas
gathering, treating, processing, transportation and marketing
assets in the United States.  The Company operates in three
business segments: liquids, natural gas and marketing.

                        *     *     *

As reported in the Troubled Company Reporter on February 10, 2009,
Dominion Bond Rating Service has confirmed the ratings on the
Commercial Paper, Senior Unsecured Notes and Junior Subordinated
Notes of Enbridge Energy Partners, L.P. (EEP or the Partnership)
at R-2 (middle), BBB and BB (high), respectively, with all trends
changed to Negative from Stable.


ENDOSCOPY CENTER NV: Chapter 7 Filing May Delay Hepatitis Trial
---------------------------------------------------------------
The Endoscopy Center of Southern Nevada, Gastroenterology Center
of Nevada, and Desert Shadow Endoscopy Center filed for creditor
protection under Chapter 7 of the Bankruptcy Code on July 17,
2009, The Associated Press reports.

The AP says the three medical clinics were at the center of last
year's hepatitis outbreak.  AP says the bankruptcy filing
threatens to delay the first civil trial involving a patient
infected with hepatitis C, which is scheduled to begin October 19.

AP relates the Southern Nevada Health District has linked nine
cases of hepatitis C to unsafe injection practices at the
endoscopy centers.  Another 105 cases are possibly related.

"All three centers are named in lawsuits from patients who say
they contracted hepatitis C during treatments at the clinics.  The
bankruptcy automatically postpones those lawsuits, and a
bankruptcy judge must lift the postponement before the civil suits
can proceed," AP says.


FAIRCHILD CORP: Establishes August 31 General Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established August 31, 2009, at 5:00 p.m. as the deadline for
holders of prepetition claims, including claims pursuant to
Section 503(b)(9) of the Bankruptcy Code, to file proofs of claim
in The Fairchild Corporation and its affiliates' bankruptcy cases,
and September 14, 2009, at 5:00 p.m. as the bar date with respect
to all governmental units.

All proofs of claim must be filed so as to be actually received no
later than 5:00 p.m. on the applicable bar date at this address:

     If by first-class mail:

     The Fairchild Corporation Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     Grand Central Station, P.O. Box 4601
     New York, NY 10163-4601

     If by hand delivery or overnight mail:

     The Fairchild Corporation Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

Proofs of claim sent by facsimile or e-mail will not be accepted
by Epiq.

Based in McLean, Virginia, The Fairchild Corporation
(OTC:FCHD.PK) -- http://www.fairchild.com/-- (i) distributes
aircraft parts and services, (ii) owns and develops commercial
real estate, and (iii) designs and produces motorcycle apparel for
Harley Davidson and other parties.  It owns a 49% interest in
PoloExpress, a motorcycle protective apparel and accessories
business, operating 96 retail shops in Switzerland and Germany.

Fairchild and 60 of its affiliates filed for Chapter 11 protection
on March 18, 2009 (Bankr. D. Del Lead Case No. 09-10899).  Steven
J. Reisman, Esq., Timothy A. Barnes, Esq., and Veronique A.
Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle LLP, are
bankruptcy counsel to the Debtors.  Jason M. Madron, Esq., Michael
J. Merchant, Esq., and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  On April 6,
2009, Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed three creditors to serve on the official committee of
unsecured creditors of the Debtors.

At Jan. 31, 2009, Fairchild had $89,433,000 in assets against
$228,095,000 in debts.


FAIRCHILD CORP: Plan Filing Period Extended to August 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended The Fairchild Corporation and its affiliates' exclusive
period to propose a Chapter 11 plan through and including
August 31, 2009, and their exclusive period to solicit acceptances
thereof through and including November 2, 2009.

In their motion, the Debtors told the Court that they had expended
"tremendous efforts" over the past 120 days in closing the sale of
substantially all of their major aerospace assets to Greenwich
AeroGroup Acquisition Corp. and in stabilizing their remaining
businesses, and had not had time to "formulate, promulgate and
build consensus regarding a plan".

Based in McLean, Virginia, The Fairchild Corporation
(OTC:FCHD.PK) -- http://www.fairchild.com/-- (i) distributes
aircraft parts and services, (ii) owns and develops commercial
real estate, and (iii) designs and produces motorcycle apparel for
Harley Davidson and other parties.  It owns a 49% interest in
PoloExpress, a motorcycle protective apparel and accessories
business, operating 96 retail shops in Switzerland and Germany.

Fairchild and 60 of its affiliates filed for Chapter 11 protection
on March 18, 2009 (Bankr. D. Del Lead Case No. 09-10899).  Steven
J. Reisman, Esq., Timothy A. Barnes, Esq., and Veronique A.
Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle LLP, are
bankruptcy counsel to the Debtors.  Jason M. Madron, Esq., Michael
J. Merchant, Esq., and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  On April 6,
2009, Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed three creditors to serve on the official committee of
unsecured creditors of the Debtors.

At Jan. 31, 2009, Fairchild had $89,433,000 in assets against
$228,095,000 in debts.


FLYING J: Pilot Travel Merger to Resolve Suit, Allow Ch 11 Exit
---------------------------------------------------------------
Convenience Store Decisions reports that Flying J Inc.'s merger
with Pilot Travel Centers LLC will resolve a lawsuit charging the
travel center operator of boycotting the Company's fuel cards.

As reported by the Troubled Company Reporter on July 15, 2009,
Flying J and Pilot entered into a preliminary merger agreement
that will provide a framework for Flying J's core travel plaza
business to emerge from Chapter 11 bankruptcy protection.  Under
the terms of the Letter of Intent filed with the U.S. Bankruptcy
Court in Delaware, the value indicated would allow all Flying J
creditor obligations to be paid in full.  Pilot has also agreed to
provide $100 million in Debtor-in-Possession financing for Flying
J's operations, subject to Court approval and various conditions.

CSD says that Flying J will receive cash and an equity stake in
Pilot, which will allow the Company to emerge from Chapter 11
bankruptcy.  The Knoxville News Sentinel relates that Pilot will
pay between $300 million and $500 million, plus have exclusive
rights for a certain period to purchase some Flying J assets.

According to CSD, Flying J and Pilot will form a multibillion-
dollar company with more than 550 fuel and travel centers in North
America if the merger gains the Court's approval.  CSD says that
Pilot will gain control of Flying J's travel centers, and the
headquarters of the two companies will be consolidated in
Knoxville.  Pilot runs 305 of centers in 40 states and one in
Canada with 13,000 employees, while Flying J has 250 travel
centers in 41 states and six Canadian provinces and has 15,000
employees.  CSD states that assets would include all of the Flying
J travel centers and trucking operations, its corporate
headquarters, some properties adjacent to the travel centers and
other business operations.

Flying J must also guarantee Flying J's continued operation by
August 4, CSD relates.

                           About Pilot

Pilot Travel Centers LLC is the nation's largest retail operator
of Travel Centers, catering to the professional driver and
traveling motorist in 41 states with over 300 retail interstate
properties.  The company is headquartered in Knoxville, Tennessee
and employs 13,000 nation-wide.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORUM HEALTH: Evidentiary Hearing Postponed; Union Talks Resume
---------------------------------------------------------------
Andrea Wood at Business Journal reports that the Hon. Kay Woods of
the U.S. Bankruptcy Court for the Northern District of Ohio, at
the behest of Forum Health Inc. and the Ohio Nurses
Association/Youngstown General Duty Nurses Association, has
postponed until July 31 the evidentiary hearing on Forum Health
Inc.'s motion to overturn their collective bargaining agreement.

Business Journal relates that Forum Health and the unions will
have more time to negotiate an agreement.

As reported by the Troubled Company Reporter on July 16, 2009,
Judge Woods set the evidentiary hearings on Forum Health's motion
to overturn the ONA-YGDNA and Service Employees International
Union Local 1199 contracts.  For ONA contracts, the hearing will
be on July 23, while the hearing for SEIU contracts is set for
July 27, the report states.  Judge Woods also declined Forum
Health's request to reject its contracts with ONA and SEIU
bargaining units at Northside Medical Center, and let it to
terminate its pension plan.

Court documents say that the nurses' union threatened to hold a
strike, stating that Forum Health disclosed a tentative agreement
with the YGNDA on June 24 only to have its board of directors vote
six days later to reject the pact.  Contract talks were scheduled
for July 15 and July 22, Business Journal says, citing the SEIU.

According to Business Journal, union negotiators said that Forum
Health and its labor unions at Trumbull Memorial and Hillside
ratified new contracts that contain some $8 million in
concessions.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
are lead counsel to the Debtors.  The Debtors have also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  At the time
of its filing, Forum Health estimated that it had assets and debts
both ranging from $100 million to $500 million.


FORUM HEALTH: Houlihan Engagement Spurs AFSCME's Sale Concerns
--------------------------------------------------------------
Forum Health Inc. is seeking the permission of the U.S. Bankruptcy
Court for the Northern District of Ohio to retain the investment
banking firm, Houlihan Lokey Howard & Zukin Capital Inc.

According to Business Journal Daily, the request came as a
surprise to American Federation of State, County and Municipal
Employees members at the Trumbull County hospitals.  Business
Journal Daily quoted the AFSCME's chief negotiator, Debbie Bindas,
as saying, "We are extremely disappointed that AFSCME was not
contacted by Forum Health prior to that document being filed so
that an explanation could be given on why it was necessary and if
that really is the direction that Forum Health is going -- selling
off another asset that's making money."

Citing Ms. Bindas, Business Journal Daily relates that Forum
Health CEO Walter J. Pishkur assured Hillside employees months ago
that efforts were no longer under way to sell Trumbull Memorial
Hospital, Forum Health's most profitable asset followed by
Hillside, which officials say essentially breaks even.

AFSCME attorneys "are investigating exactly what this means and
how it impacts our members.  Should a sale of Hillside come to
fruition, or a plan is submitted to us to sell Hillside and
disenfranchise it from Trumbull Memorial, we will resist with all
legal means," Business Journal Daily quoted Tom Connelly,
president of the union representing TMH 600 nurses, service and
maintenance workers, as saying.

Business Journal Daily states that major lenders owed $140 million
by Forum Health support the Company's retention of Houlihan Lokey.
Court documents say that the lenders had urged that the retention
should be made "to assist the debtors in evaluating all options to
maximize value and in securing financing with which to exit
Chapter 11."

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
are lead counsel to the Debtors.  The Debtors have also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  At the time
of its filing, Forum Health estimated that it had assets and debts
both ranging from $100 million to $500 million.


FRONTIER AIRLINES: District Court Strikes Ruling Voiding CBAs
-------------------------------------------------------------
The International Brotherhood of Teamsters applauded a decision by
the U.S. District Court for the Southern District of New York that
strikes down a bankruptcy court ruling that voided Frontier
Airlines' collective bargaining agreements with the union.

The decision also sends the case back to the U.S. Bankruptcy Court
for the Southern District of New York for further review.

According to the decision, the Teamsters notes in a statement, the
bankruptcy court applied improper standards by considering
proposals and supporting disclosures after the hearing had begun
to consider Frontier Airlines' proposal to reject the collective
bargaining agreements.  The bankruptcy court's decision allowed
Frontier Airlines to implement a 14% cut in wages.

The Teamsters Union has refused to agree to Frontier's demand that
it have the unlimited right to permanently outsource its heavy-
check maintenance.  Frontier then sought to reject the Teamster
contracts.

As reported by the Troubled Company Reporter on December 1, 2008,
the Teamsters Airline Division of the International Brotherhood of
Teamsters notified the U.S. Bankruptcy Court that it would take an
appeal to the District Court for the Southern District of New York
from Judge Robert Drain's order granting Frontier Airlines'
request to reject its CBA with the Teamsters.

While Frontier has noted that the Court's approval of their plans
will help it "achieve a competitive cost structure", Teamsters
Local Union No. 961, argued that Frontier's outsourcing of all of
its maintenance work to Aeroman, a company based in El Salvador,
will displace the Union-represented mechanics in the airline.

Judge Drain has held that Frontier may outsource its aircraft
maintenance only as a last resort -- after it has exhausted all
other options to perform the heavy check work at its repair
station in Denver, Colorado.

Judge Drain's Order is hinged upon Frontier's plan to furlough
its heavy maintenance workers during periods in which the airline
does not require heavy maintenance work, and recall these workers
during periods that Frontier has work available.

In a letter addressed to Union members promptly after Judge Robert
Drain approved Frontier's plan, Teamsters Local 961 President
Matthew Fazakas, and Teamsters Airline Division Director David
Bourne pointed out that "the bankruptcy laws are skewed in favor
of [the] Debtors and against working people."  The Teamsters
officials, however, commended Judge Drain for trying to get
Frontier to negotiate in good faith, Marketwatch.com said.

"The economic concessions must be modeled after the Teamster
concession proposals, and there must be a fair and transparent
process to ensure the Company works in good faith in its hiring
practices so that it uses its outsourcing only as an absolute
last resort," they maintained.

A full-text copy of the Teamsters Officials' Letter is available
at no charge at http://researcharchives.com/t/s?355c

"This is a resounding victory," said Teamsters General President
Jim Hoffa. "The U.S. District Court recognized that company rushed
to the courthouse without bargaining in good faith with the
Teamsters."

"We are extremely pleased with the decision," said Capt. David
Bourne, Director of the Teamsters Airline Division. "Companies
should not run to court in hopes a judge will do the negotiating
for them."

"We will never agree to the outsourcing of work to foreign
countries," said Matthew Fazakas, President of Local 961 in
Denver.

                     Republic Investment Deal

As reported by the Troubled Company Reporter on June 23, 2009,
Frontier Airlines has entered into an investment agreement with
Republic Airways Holdings, Inc., by which Republic will serve as
equity sponsor for Frontier's plan of reorganization and purchase
100% of the equity in the reorganized company for $108.75 million.
The plan sponsorship agreement is subject to bankruptcy court
approval and various conditions.

If the plan of reorganization is approved and implemented as
proposed, upon its emergence from Chapter 11, Frontier Airlines
Holdings would become a wholly owned subsidiary of Republic, an
airline holding company that owns Chautauqua Airlines, Republic
Airlines and Shuttle America.  Frontier Airlines and Lynx Aviation
would maintain their current names and continue to operate as
usual.

Frontier filed its proposed plan of reorganization and a related
disclosure statement with the U.S. Bankruptcy Court.  Frontier
also filed a motion to approve the investment agreement with
Republic, subject to higher and better proposals under a court-
supervised auction.  Frontier currently expects to conclude the
auction process and emerge from Chapter 11 by autumn 2009.

In March 2009, Frontier received a firm commitment for $40 million
in post-petition debtor-in-possession financing from Republic
Airways Holdings to support Frontier's additional working capital
needs and refinance its expiring DIP loan, increasing the
available financing and preserving Frontier's financial stability.
As a condition to the loan, Frontier agreed to allow Republic's
damage claim in the amount of $150 million arising out of
Frontier's rejection of its airline services agreement with
Republic.

The proposed plan of reorganization provides for general unsecured
creditors to receive $28.75 million in cash.  An additional $40
million of the sale proceeds would be applied as repayment of the
outstanding DIP loan.  If the plan is implemented as proposed, the
company's current equity would be extinguished and holders of that
equity would not receive any recovery.

                          About Teamsters

The International Brotherhood of Teamsters --
http://www.teamster.org/-- represents about 325 mechanics at
Frontier Airlines that are covered under the collective bargaining
agreements affected by the decision.  The Teamsters was founded in
1903 and represents more than 1.4 million men and women throughout
the United States, Canada and Puerto Rico.

                 About Frontier Airlines Holdings

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

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

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

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


GASTROENTEROLOGY CENTER NV: Ch. 7 Filing May Delay Hepatitis Trial
------------------------------------------------------------------
The Endoscopy Center of Southern Nevada, Gastroenterology Center
of Nevada, and Desert Shadow Endoscopy Center filed for creditor
protection under Chapter 7 of the Bankruptcy Code on July 17,
2009, The Associated Press reports.

The AP says the three medical clinics were at the center of last
year's hepatitis outbreak.  AP says the bankruptcy filing
threatens to delay the first civil trial involving a patient
infected with hepatitis C, which is scheduled to begin October 19.

AP relates the Southern Nevada Health District has linked nine
cases of hepatitis C to unsafe injection practices at the
endoscopy centers.  Another 105 cases are possibly related.

"All three centers are named in lawsuits from patients who say
they contracted hepatitis C during treatments at the clinics.  The
bankruptcy automatically postpones those lawsuits, and a
bankruptcy judge must lift the postponement before the civil suits
can proceed," AP says.


GENERAL MOTORS: Court OKs Butzel Long as Panel's Special Counsel
----------------------------------------------------------------
The official committee of unsecured creditors in General Motors
Corp.'s Chapter 11 obtained the Court's authority to retain Butzel
Long as its special counsel nunc pro tunc to June 10, 2009.

As the Committee's special counsel, Butzel Long will:

  (a) represent the Committee as special supplier counsel to
      ensure that the procedures for the assumption and
      assignment of supplier contracts in the Debtors' sale of
      substantially all their assets under Section 363(b) of the
      Bankruptcy Code are fair and workable, including leading
      discussions and negotiations on that topic with the
      Debtors' special automotive counsel;

  (b) act as conflict counsel to represent the Committee in
      discrete matters during the pendency of the Debtors'
      Chapter 11 cases for which the Committee's counsel, Kramer
      Levin Naftalis & Frankel, LLP, has or may have a conflict
      of interest, or is unable to represent the Committee; and

  (c) represent the Committee with respect to other issues as
      the Committee decides would be in its best interests.

Butzel Long bills its clients according to its professionals'
customary hourly rates:

            Title                       Rate per Hour
            -----                       -------------
            Shareholders                 $300 to $750
            Counsel                      $285 to $625
            Senior Attorneys             $275 to $590
            Associates                   $205 to $400
            Paralegals                   $120 to $245

Butzel Long's professionals who are expected to be involved in
this engagement are:

      Name and Position                 Rate per Hour
      -----------------                 -------------
      Barry N. Seidel - Shareholder          $725
      Martin E. Karlinsky - Shareholder      $675
      Robert Sidorsky - Counsel              $625
      Philip J. Kessler - Shareholder        $600
      Thomas B. Radon - Shareholder          $525
      Eric B. Fisher - Shareholder           $525
      William J. Kohler - Counsel            $460
      W. Patrick Dreisig - Shareholder       $435
      Max J. Newman - Shareholder            $425

Butzel Long will apply for payment of fees and expenses pursuant
to Section 330(a) of the Bankruptcy Code, the Bankruptcy Rules,
the Local Bankruptcy Rules of the Court, the United States
Trustee's Guidelines for Fees and Disbursements and other
applicable procedures.

Barry N. Seidel, Esq., shareholder at Butzel Long, discloses that
his firm has represented and represents automotive suppliers in
connection with their contractual rights under their applicable
agreements with the Debtors, which list is available for free
at http://bankrupt.com/misc/GM_ButzelLongSupplierSched.pdf

However, Mr. Seidel says that the interests of the Supplier
Clients are consistent with, and not adverse to, the interests of
the Committee.  Moreover, he assures the Court that Butzel Long
does not represent any entity having an adverse interest in the
Debtors' Chapter 11 cases pursuant to Section 1103(b) of the
Bankruptcy Code.  He maintains that Butzel Long is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Judge Gerber will consider the Committee's request on July 13,
2009.  Objections are due July 8.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: ETC Wants Payments of $2.4 Million Claim
--------------------------------------------------------
Environmental Testing Corporation asks the Bankruptcy Court to
compel debtors General Motors Corp. and its affiliates to pay it:

  (a) an estimated $1.8 million to remediate and restore the
      Debtors' leased property located at 4750 Kingston Street
      in Denver, Colorado;

  (b) approximately $25,000 in taxes on the Leased Property; and

  (b) $570,000 for postpetition vehicle and engine testing it
      conducted, and continue to conduct, in ETC's testing
      facility in Aurora, Colorado.

Anthony L. Leffert, Esq., at Robinson, Waters & O'Dorisio, P.C.,
in Denver, Colorado, says that in accordance with Section 503(b)
of the Bankruptcy Code, GM is obligated to pay for the
postpetition remediation of the Property, as well as the taxes
that have been incurred, which the Debtors refused to pay.

Moreover, the testing services ETC provided to GM account for an
administrative claim and is entitled to priority distribution,
because the services "relieved the estate of obligations . . .
under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Hazardous Materials Transportation Act
of 1980 and the Resource Conservation and Recovery Act" which
relate to environmental protection, health or safety, ETC says.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Judge Gerber Approves Purchase of Delphi's Assets
-----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorizes Motors Liquidation Company and its
debtor affiliates to enter into the Master Disposition Agreement
and related pacts with Delphi Corporation and Platinum Equity LLC.

Judge Gerber overrules objections to the extent not already
resolved or dismissed.

Judge Gerber clarifies that the findings in this order will not be
binding upon Delphi Corporation until a modified proposed
transaction or an acceptable alternative transaction is approved
in Delphi's bankruptcy case.

Judge Gerber rules that the Order does not preclude any party,
including the New York State Workers' Compensation Board, the New
York State Department of Environmental Conservation, and the
Michigan Department of Environmental Quality, from objecting to
the approval of the Master Disposition Agreement in Delphi's
Chapter 11 case.  Judge Robert Drain is handling in Delphi's case.

During a July 13, 2009 hearing, Judge Gerber stated that Motors
Liquidation, the Old GM, which is left in bankruptcy, could take
steps to effectuate the transaction.  However, New GM will fund
the transaction, including $1.1. billion in payments to Delphi and
its creditors, $2 billion equity investment in Parnassus Holdings,
and $250 million interim postpetition financing under the GM-
Delphi Liquidity Arrangement.

                GM Inks Pact with Delphi Lenders

Delphi announced on July 10 that the deadline for submission by
qualified bidders of potential alternative transactions to the
transaction with Parnassus Holdings, LLC, an affiliate of Platinum
Equity has passed without the submission of any potential
alternative transactions.

Delphi, however, said it has received a notice from JPMorgan Chase
Bank, N.A., in its capacity as administrative agent under the
Amended and Restated Revolving Credit, Term Loan and Guaranty
Agreement dated May 9, 2008, that the Administrative Agent may
submit a credit bid for Delphi's assets.

According to a July 16, 2009, report by the DealBook of New York
Times, the temporary pact will supersede the Master Disposition
Agreement among Platinum Equity, Delphi and GM.

JP Morgan, as administrative agent for the Delphi DIP Lenders,
which are owed $3.5 billion in Delphi's bankruptcy, entered the
agreement early morning on July 16, DealBook said.  Under the
proposed pact with the Delphi DIP Lenders, they will proceed with
a pure credit bid for Delphi's assets.  A hearing on the sale of
Delphi's assets will be conducted on July 23.

DealBook noted that the proposed pact with the Delphi DIP Lenders
could end Delphi's legal battle with its DIP Lenders, and
ultimately Delphi's emergence from Chapter 11.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: New GM Enters Into $7 Bil. Credit Pact With U.S.
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, General Motors Company disclosed its entry into:

  (i) a secured credit agreement with the U.S. Department of
      the Treasury, whereby New GM assumed $7,072,488,605
      of principal amount of debt incurred by Old GM under the
      DIP Facility and all of Old GM's obligations; and

(ii) a secured note agreement with the UAW Retiree Medical
      Benefits Trust, in which New GM issued a note in a
      principal amount of $2,500,000,000 in favor of the New
      Voluntary Employee Beneficiary Association Trust in
      connection with and as required by the Purchase Agreement.

The loans under the Treasury Loan Agreement are scheduled to
mature on July 10, 2015.  Each Loan accrues interest at a rate per
annum equal to the prime rate plus 4% or the LIBOR rate, plus 5%,
per annum.  The notes under the VEBA Note Agreement are scheduled
to mature on July 15, 2017.  Each Note has an implied interest
rate equal to 9% per annum, compounded annually, on the basis of a
360-day year consisting of twelve 30-day months, accreting from
July 15, 2009.

GM is required to prepay the Loans and the Notes in an amount
equal to the amount of net cash proceeds received from certain
asset dispositions, casualty events, extraordinary receipts and
the incurrence of certain debt.  New GM may also voluntarily repay
Loans and Notes in whole or in part at any time.  Once repaid,
amounts borrowed under the US Loan Agreement may not be
reborrowed.  The US Facilities are secured by substantially all of
New GM's and certain of New GM's subsidiaries' assets, including
New GM's and the Guarantors' equity interests in certain of their
foreign subsidiaries, subject to certain exclusions.

                     Canadian Loan Agreement

Moreover, on July 10, 2009, General Motors of Canada Limited, a
wholly owned subsidiary of New GM, and certain of GM Canada's
subsidiaries entered into an amendment and restatement of its
existing loan agreement with Export Development Canada.  Pursuant
to the amendment and restatement, GM Canada has $1,288,135,593
term loan maturing on July 10, 2015.  Amounts outstanding under
the Canadian Loan Agreement accrue interest at a rate per annum
equal to the three-month CDOR rate, plus 5%, and accrued interest
is payable quarterly.

The Canadian Loan Agreement has been guaranteed by New GM, and by
1908 Holdings Ltd., Parkwood Holdings Ltd., and GM Overseas
Funding LLC, each of which is a subsidiary of GM Canada.  Since
65% of New GM's ownership interest in GM Canada was previously
pledged to secure the obligations under the U.S. Loan Facilities,
EDC received a first priority lien on 35% of New GM's equity
interest in GM Canada and a second priority lien on the remaining
65%.  With certain exceptions, GMCL's obligations under the
Canadian Loan Agreement are secured by a first lien on
substantially all of its and the Subsidiary Guarantors' assets,
including GM Canada's ownership interests in the Subsidiary
Guarantors and that portion of the equity interests of General
Motors Product Services Inc. owned by GM Canada.

                    Stockholders Agreement

In addition, New GM, the U.S. Treasury Department, the New VEBA
and 7176384 Canada Inc., also known as Canada Holdings, entered
into a Stockholders Agreement dated July 10, 2009.

Under the Stockholders Agreement, the board of directors of New GM
will be composed of 13 members.  The initial board of directors
will consist of 10 members who are designated by the Treasury
Department, one member who is designated by the New VEBA, one
member who is designated by Canada Holdings, and the chief
executive officer of New GM.  At least two-thirds of the directors
must be determined by the board of New GM to be independent within
the meaning of New York Stock Exchange rules.

So long as the New VEBA holds at least 50% of the shares of New GM
common stock it held at the closing of the 363 Sale, the New VEBA
will have the right to designate one nominee to the New GM board
of directors.  After the initial public offering, subject to the
New GM board approval, the board of directors of New GM will
nominate the New VEBA nominee to be elected a member of the board
and include the New VEBA nominee in the proxy statement and
related materials.  Moreover, the New GM board of directors agrees
to nominate and the stockholders parties to the Stockholders
Agreement agree to appoint the director designated by Canada
Holdings to the New GM board.

Pursuant to the Stockholders Agreement, until the initial public
offering of New GM, so long as Canada Holdings beneficially owns
at least 5% of the outstanding New GM common stock, New GM may
not, without the prior consent of Canada Holdings, take any action
to effectuate (i) a sale of all or substantially all of the assets
of New GM; (ii) any voluntary liquidation, dissolution or winding
up of New GM; or (iii) an issuance of New GM common stock at a
price per share less than fair market value, as determined in good
faith by the board of directors.  A copy of the Stockholders
Agreement is available for free at:
http://ResearchArchives.com/t/s?3f9a


GENERAL MOTORS: Provides Updates On Asset Sale Closing
------------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation, apprised the U.S. Securities and Exchange Commission
of the closing of the sale of substantially all of its assets to
an entity sponsored by the United States Department of the
Treasury.

Pursuant to the Master Sale and Purchase Agreement, the purchase
price paid by New GM to Motors Liquidation equaled the sum of:

  A. a credit bid in an amount equal to the aggregate of:

        -- $19,760,624,198 of principal amount of debt under
           Motors Liquidation's existing credit agreement with
           the Treasury Department, plus $1,172,811,274 of
           principal amount of notes issued as additional
           compensation for the Treasury Loan, plus interest on
           the debt owed as of July 10, 2009, by Motors
           Liquidation and its subsidiaries; and

        -- $33,300,000,000 of principal amount of debt under
           Motors Liquidation's DIP Facility, plus
           $2,221,110,000 of principal amount of notes issued as
           additional compensation for the DIP Facility, plus,
           interest owed as of the Closing Date by Motors
           Liquidation and its subsidiaries, less $8,247,488,605
           of principal amount of debt owed under the DIP
           Facility;

  B. Treasury Department's return of the warrants previously
     issued to the Department Treasury by Motors Liquidation;

  C. issuance by New GM to Motors Liquidation of (a)
     50,000,000 shares or 10% of New GM's common stock and (b)
     warrants to acquire newly issued shares of New GM common
     stock initially exercisable for a total of 90,909,090
     shares of New GM's common stock; and

  D. assumption by New GM or its designated subsidiaries of
     certain specified liabilities of Motors Liquidation and
     certain of its subsidiaries.  In the event that the
     estimated aggregate general unsecured claims against the
     Sellers, as determined by the Bankruptcy Court upon the
     request of Motors Liquidation, exceeds $35 billion, New GM
     is required to issue, as an adjustment to the purchase
     price, up to an additional 2% of its common stock to Motors
     Liquidation.

In connection with the closing of the sale on July 10, 2009,
Motors Liquidation and New GM entered into these agreements:

   * A definitive financing agreement with the Treasury
     Department restructuring and amending and restating
     $1,175,000,000 of principal amount of debt incurred under
     the DIP Facility.  The Wind Down Facility is non-recourse
     to Motors Liquidation and its subsidiaries; and interest
     under the facility accrues at either the prime rate plus
     200 basis points or LIBOR plus 300 basis points, per annum,
     and is payable in-kind.  The obligations under the Wind-
     Down Facility are secured by substantially all assets of
     Motors Liquidation and the guarantors.  A full-text copy of
     the Wind-Down Facility is available for free at:
     http://ResearchArchives.com/t/s?3f35

   * A Master Lease Agreement, wherein certain facilities of
     Motors Liquidation are leased to New GM for a term starting
     July 10, 2009, and terminating upon the earlier of (i) 30
     days after written notice of termination from New GM with
     respect to any facility or (ii) certain outside dates
     specified with respect to each facility.  A full-text copy
     of the Agreement is available for free at:
     http://ResearchArchives.com/t/s?3f34

   * A Transition Services Agreement, whereby New GM will
     provide Motors Liquidation with certain transition services
     and support functions required by GM in connection their
     operation and ultimate liquidation in bankruptcy.  A full-
     text copy of the Agreement is available for free at:
     http://ResearchArchives.com/t/s?3f33

In addition, the Treasury Department, New GM, Motors Liquidation,
the UAW Retiree Medical Benefits Trust and 7176384 Canada Inc.
entered into an equity registration rights agreement with respect
to (i) the shares of New GM common stock held by each of them,
(ii) in the case of Motors Liquidation and the New VEBA, the
warrants held by each of them and (iii) in the case of the U.S.
Treasury, the New VEBA and 7176384 Canada Inc., the shares of New
GM's Series A Fixed Rate Cumulative Perpetual Preferred Stock held
by each of them.  A full-text copy of the Agreement is available
for free at: http://ResearchArchives.com/t/s?3f36

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Stipulation Resolving Gen. Electric Cure Objection
------------------------------------------------------------------
Motors Liquidation Company and its debtor affiliate entered into a
stipulation with General Electric Corporation resolving General
Electric's objection to the sale of the Debtors' assets to General
Motors Company.  Pursuant to the stipulation, General Electric
agreed to withdraw its objection.

The Debtors have assured General Electric that none of its leases
are to be assumed and assigned under the Sale and any assumption
or rejection of the Leases will be subject to a separate motion.

Wells Fargo Bank Northwest, National Association, as indenture
trustee under the Leases, asked the Court to reconsider the
stipulation to the extent it (i) affects Wells Fargo's rights
under the Leases relative to General Electric or the Debtors, or
(ii) limits Wells Fargo's entitlement to notice of, and
opportunity to be heard with respect to, any assumption and
assignment, or rejection of the Leases.

To resolve Wells Fargo's objection, the Debtors, General Electric,
and Wells Fargo entered into a separate stipulation stating that
the Debtors' stipulation with General Electric will not modify,
alter, impair, or amend any rights of Wells Fargo relative to
General Electric or the Debtors under the Leases.  Similarly, the
Debtors' and General Electric's Stipulation will not be construed
as a waiver of Wells Fargo's rights to receive due and proper
notice of any rejection or assumption and assignment motion.

                      More Cure Objections

These parties, from July 11 to July 21, 2009, filed objections to
the Debtors' proposed lease assumptions and proposed cure amounts:

  * Affiliated Computer Services, Inc.
  * XM Satellite Radio, Inc.
  * DTE Defiance, LLC
  * Citation Corporation
  * ARRK Canada, Inc.
  * Sap America, Inc.
  * Turner Broadcasting System, Inc.
  * FMR LLC
  * LC Luxcontrol asbl
  * AVL Instrumentation & Test Systems, Inc.
  * AVL Americas, Inc.
  * AM General LLC, and affiliates
  * ACE America Insurance Company, et al.
  * Jackson-Dawson Communications, Inc.
  * Channel/Vantage, Inc.
  * Kansas City Board of Public Utilities
  * Dunn & Bradstreet, Inc.
  * BMW Group
  * American Express Travel Related Services Company, Inc.

Project Management Services, Inc.; T.V. Minority Company, Inc.; AW
Transmission Engineering U.S.A. Inc., and Aisin AW Co., Ltd.;
Analysts International Corporation; SCG Capital Corporation; Menlo
Logistics, Inc.; Rassini Frenos, S.A. DE C.V., and affiliates;
Unico, Inc.; Convergys Corporation; LG Electronics USA, Inc.;
Shanghai Automotive Industry Corporation and affiliates; Bendix
Commercial Vehicle Systems, LLC; Hydrogenics Corporation; LA
Productions, Inc.; Fleet-Car Lease, Inc.; Custom Automotive
Services, Inc.; The Dow Chemical Company; Inland Waters Pollution
Control; Cisco Systems, Inc.; Ideal Setech, LLC; MPS Group, Inc.;
Controles Eletromecanicos de Mexico S.A. de C.V.; Emerson
Appliance Solutions Co., Ltd. and affiliates; Therm-O-Disc,
Incorporated; Wiegant Component Technologies; Xerox Capital
Services, LLC; and Macquarie Equipment Finance withdrew their
objection to the assumption and assignment of their contracts.

Finmecannica Spa and Ansaldo Ricerche S.p.A. withdrew their joint
objection to the Sale.

Norman D. Corwin, Shirley Pell, Frances H. Caterina, Jeanne M. Van
Deusen, and Charles J. Hovanesian, through separate letters,
objected to different aspects of the 363 Transaction.

The State of Alabama objected to the Sale to the extent that
General Motors Company will not take the liabilities of the
Debtors, thus foreclosing the ability of the consumers of the
State to seek remedies for outstanding liabilities of the Debtors.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Wants Schedules Deadline Extended to September 29
-----------------------------------------------------------------
Motors Liquidation Company and its debtor affiliates ask Judge
Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to extend until September 29, 2009, to file
their (i) schedules of assets and liabilities, (ii) schedules of
executory contracts and unexpired leases, and (iii) statements of
financial affairs.

According to Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP,
in New York, the Debtors have commenced the task of gathering the
voluminous information necessary to complete and file their
Schedules and Statements.  However, in view of their efforts to
stabilize their business operations and prepare for and close the
sale of substantially all of their assets, the Debtors will not be
able to properly and accurately complete the Schedules and
Statements by the July 30, 2009, deadline.

In this regard, the Debtors anticipate that they will require at
least an additional 60 days to complete their Schedules and
Statements, Mr. Karotkin says.

At the Debtors' behest, Judge Gerber will convene an expedited
hearing to consider the request on July 22, 2009.  Objections, if
any, must be filed by July 20.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Cuts Lexington Avenue Lease with Boston Properties
------------------------------------------------------------------
Boston Properties Inc. reports that General Motors Corporation on
June 12, 2009, rejected the parties' lease agreement effective as
of June 30.

Boston Properties leased approximately 120,000 square feet of
office space to General Motors at 601 Lexington Avenue, in New
York -- formerly known as Citigroup Center.  Rent commencement for
the lease at 601 Lexington Avenue began on June 1, 2009, and the
lease was to expire on May 31, 2019.

Boston Properties says the contribution from this lease, on a
contractual basis, from July 1, 2009 through December 31, 2009,
was projected to be roughly $6.6 million.

It also reports that the unconsolidated joint venture that owns
the General Motors Building -- of which the Company owns 60% --
currently leases approximately 101,000 square feet of space to
General Motors.  General Motors currently occupies the space --
other than approximately 7,000 square feet that is subleased to a
third party -- and the lease expires on March 31, 2010.

Boston Properties -- http://www.bostonproperties.com/-- is a
fully integrated, self-administered and self-managed real estate
investment trust that develops, redevelops, acquires, manages,
operates and owns a diverse portfolio of Class A office properties
and one hotel.  The Company is one of the largest owners and
developers of Class A office properties in the United States,
concentrated in five markets -- Boston, Midtown Manhattan,
Washington, D.C., San Francisco and Princeton, N.J.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Magna and Sberbank Revise Offer for Opel
--------------------------------------------------------
Magna International Inc. and Savings Bank of the Russian
Federation have jointly submitted a revised offer to acquire a 55%
interest in Adam Opel GmbH as part of a proposed solution that is
intended to assure the long-term viability of Opel.

Citing a person close to the deal, The Financial Times says Magna
and Sberbank revised their final bid to give each a 27.5 per cent
for a combined 55 per cent stake.  Their earlier offer would have
seen the Russian bank taking a larger, 35 per cent stake and Magna
20 per cent, the FT notes.

Under the offer, the acquired 55% interest in Opel would be owned
by a 50:50 Magna/Sberbank consortium, with General Motors Company
retaining a 35% interest and Opel employees acquiring 10% as part
of a new labour framework.

The offer was made in response to a request by General Motors for
final offers regarding Opel.  The offer contemplates a total
equity investment by the Consortium of Euro 500 million over time.

General Motors is expected to review all submitted offers for Opel
and determine the next steps in the sale process.

If the offer is successful, any transaction between the Consortium
and General Motors would still be subject to finalization of
definitive agreements and other conditions, including government-
backed financing.  Therefore, there is no assurance at this time
that any transaction will result from the current involvement of
Magna and Sberbank.

If the Consortium is successful in completing the acquisition,
Magna will put in place appropriate "firewalls" to ensure that its
current business will operate independently from Opel.

                     About Magna International

Magna International Inc. (CA:MG.A) -- http://www.magna.com/--
is the most diversified global automotive supplier.  Magna
designs, develops and manufactures technologically advanced
systems, assemblies, modules and components, and engineer and
assemble complete vehicles, primarily for sale to original
equipment manufacturers of cars and light trucks.  The company's
capabilities include the design, engineering, testing and
manufacture of automotive interior systems; seating systems;
closure systems; body and chassis systems; vision systems;
electronic systems; exterior systems; power train systems; roof
systems; as well as complete vehicle engineering and assembly.

Magna has approximately 70,000 employees in 240 manufacturing
operations and 86 product development, engineering and sales
centers in 25 countries.

                          About Sberbank

Savings Bank of the Russian Federation (RTS: SBER, MISEX: SBER03)
-- http://www.sberbank.ru/-- is the largest Bank in Russia
Central and Eastern Europe, with about 30% of the total assets of
the Russian banking system and around 260,000 of employees.  The
Central Bank of the Russian Federation is the founder and the
majority shareholder of Sberbank (over 60% of the voting shares),
with the rest of the shares dispersed among more than 200 thousand
individuals and legal entities.  The Bank has the most ramified
branch network in Russia: 17 Regional Head Offices, over 20
thousand branches and banking outlets, as well as subsidiaries in
Kazakhstan and Ukraine. The Bank holds the General License # 1481,
issued by the Central Bank of the Russian Federation.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Publicis Groupe Has at Most EUR9 Million Exposure
-----------------------------------------------------------------
Publicis Groupe says its maximum exposure to General Motors Corp.
is at EUR9 million.

According to Publicis Groupe, since GM's bankruptcy filing, Old GM
has signed agreements with some of Publicis' agencies and assumed
and assigned contracts with other of its agencies to New GM.

"As a result, we have received payment of the bulk of our fee
receivables as of the date of the bankruptcy, and GM has committed
to pay us our remaining pre-petition fee receivables over the next
few months," according to Publicis Groupe.

"Taking into account the principle of sequential liability and the
commitments we have received from GM, we have re-evaluated our
maximum exposure at EUR 9 million, which will be reflected in our
second quarter numbers when they are released on July 23, 2009,"
Publicis Groupe says.

Publicis Groupe [Euronext Paris: FR0000130577] --
http://www.publicisgroupe.com/-- is the world's fourth largest
communications group.  It is ranked as the world's second largest
media agency, and is a global leader in digital and healthcare
communications.  With activities spanning 104 countries on five
continents, the Groupe employs roughly 45,000 professionals.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Won't Assume Delphi Pension; PBGC Accord Reached
----------------------------------------------------------------
Delphi Corp. relates that in its June 1 filing of modifications to
its Confirmed Plan, it noted that changed economic circumstances
would no longer permit the company to continue to fund its defined
benefit pension plans for plan participants, including retired,
former and current hourly and salaried employees following
emergence from Chapter 11 reorganization.  Delphi also stated that
it expected that the Pension Benefit Guaranty Corporation would
initiate the plan termination process for Delphi's US salaried
pension plan and the other US "subsidiary" plans, which would
consequently be taken over by the PBGC.  The June 1 announcement
also included Delphi's expectation that, in connection with the
Plan Modification Hearing, it would negotiate and execute a
settlement agreement with the PBGC and General Motors, which would
definitively address all of the PBGC's claims against Delphi and
its global affiliates.

In connection with the Modified Plan and settlement discussions
with the PBGC, GM has recently provided further information
regarding the manner in which Delphi's US hourly pension plan
obligations will be addressed.  GM has advised that it will not
assume the hourly pension plan and will not complete the second
step of the 414(l) pension transfer contemplated under the Global
Settlement Agreement with Delphi (the conditions of which have not
been satisfied and which obligation is being superseded by the
transactions under the Modified Plan).

GM and the PBGC have negotiated a separate release and waiver
agreement that contemplates a possible initiation by the PBGC of
the plan termination process for Delphi's US hourly pension plan
and provides consideration to the PBGC for certain releases to be
granted to, among others, GM, Delphi, and Delphi's global
affiliates.

As a result of these developments, the PBGC is now expected to
make a determination whether or not to initiate the termination
process for Delphi's US hourly and salaried pension plans and the
other US "subsidiary" plans.  Delphi does not believe that a
termination by the PBGC of the US hourly pension plan would
violate Delphi's existing collective bargaining agreements or
prior Bankruptcy Court orders.  Nevertheless, Delphi has not
agreed to a termination of the plan and will not enter into an
agreement with the PBGC to take over the plan unless the
Bankruptcy Court finds that that doing so is not a violation of
Delphi's collective bargaining agreements or a federal district
court issues an order terminating the US hourly plan.

On July 21, 2009, Delphi reached agreement with the PBGC to settle
the PBGC's various claims against Delphi and its global
affiliates. Pursuant to that settlement agreement, the PBGC will
receive a $3 billion allowed general unsecured nonpriority claim
which will receive the same treatment given to holders of General
Unsecured Claims under the Modified Plan.  The PBGC will receive
additional consideration from GM which, together with the PBGC's
allowed unsecured claim, is in consideration for, among other
things, a full release of all causes of action, claims, and liens;
the liability to be assumed by the PBGC related to the possible
termination of the US salaried plan, US hourly plan, and US
subsidiary plans; and the withdrawal of all notices of liens filed
by the PBGC against Delphi's global non-US affiliates.  The
settlement agreement, which is subject to Bankruptcy Court
approval, is being filed with the Bankruptcy Court.

                         About Delphi Corp

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

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

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

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

                       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)


GLOBAL AVIATION: S&P Assigns Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Global Aviation Holdings Inc.  At the
same time, S&P assigned its 'BB-' issue rating and '1' recovery
rating to the company's proposed $165 million senior secured notes
due 2013, indicating expectations of a very high (90%-100%)
recovery in the event of payment default.  The notes will be sold
via SEC rule 144A with registration rights and will be co-issued
with Global Aviation's indirect subsidiaries World Airways Inc.
and North American Airlines Inc.

The ratings on Global Aviation reflect the weak credit protection
measures due to high lease-adjusted debt, modest positions in the
currently depressed commercial cargo and passenger air charter
market, and limited financial flexibility.  The firm's leading
position in providing passenger air charters to the U.S. military
somewhat offsets these factors.

S&P expects credit protection measures to be weak, but appropriate
for the rating following the proposed refinancing.  S&P feels that
revenues and earnings are likely to decline in 2009, due to lower
fuel pass-through revenues on military contracts and the effect of
the weak economy on the commercial businesses.

"We could place the ratings on CreditWatch with negative
implications or lower the ratings if the company does not
refinance the second-lien loan," said Standard & Poor's credit
analyst Christopher DeNicolo.  If Global Aviation does not
refinance the loans by September 30, 2009, the loan terms require
a "special interest" payment on that date equal to 10% of the
outstanding loans and payable with the issuance of additional
loans.  In addition, after that date, a 15% annual paid-in-kind
interest begins to accrue.  S&P could also lower the ratings if
earnings are weaker than S&P expected in 2009, resulting in debt
to EBITDA above 6.5x.

"We could revise the outlook to stable if Global Aviation
refinances the second loan on reasonable terms and its operations
perform as expected," he continued.


HARTMARX CORP: Sale to Emerisque & S Kumars Postponed
-----------------------------------------------------
Press Trust of India reports that Hartmarx Corp's sale to
Emerisque and S Kumars Nationwide Ltd. has been postponed, as the
buyers haven't been able to finalize the financial details.

As reported by the Troubled Company Reporter on July 1, 2009, the
U.S. Bankruptcy Court for the Northern District of Illinois
approved the sale of substantially all of the assets of Hartmarx
Corporation to Emerisque Brands UK and SKNL North America, B.V.,
for a total transaction value of roughly US$119 million.
Emerisque Brands and SKNL expected the transaction to close
July 7, 2009.

Chicago Sun Times relates that the date for the completion of the
sale had been moved to July 17, but now is expected to take 10
days as Emerisque and SKNL are seeking to renegotiate some aspects
of the deal.  According to Sun Times, lenders are demanding more
collateral and higher interest rates.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HUBBARD AUTOMOTIVE: Priority Automotive Acquires Dealership
-----------------------------------------------------------
Charlotte Business Journal reports that Priority Automotive of
Virginia has acquired Hubbard Automotive/Lake Norman, LLC, aka
Honda of Lake Norman, for an undisclosed amount.

According to Business Journla, Honda of Lake Norman was reopened
on Thursday as Priority Honda of Huntersville and is seeking to
fill management, sales, service, and staff positions.

Hubbard Automotive/Lake Norman, LLC --
http://www.hondaoflakenorman.com/-- is a car dealership in
Huntersville, North Carolina.  The Company filed for Chapter 11
bankruptcy protection on April 1, 2009 (Bankr. W.D. N.C. Case No.
09-30806).  Travis W. Moon, Esq., at Hamilton Moon Stephens Steele
Martin assisted the Company in its restructuring efforts.  The
Company listed $1,000,001 to $10,000,000 in assets and $1,000,001
to $10,000,000 in debts.


JL FRENCH: Proposes Pachulski as Bankruptcy Counsel
---------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Pachulski Stang Ziehl & Jones LLP as counsel.

PSZ&J will, among other things:

   -- provide the Debtors with legal advice with respect to the
      Debtors' powers and duties as debtors-in-possession in the
      continued operation of their business and management of
      their property;

   -- prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;
      and

   -- appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court.

Laura Davis Jones, a partner at PSZ&J, tells the Court that PSZ&J
received $134,273 as payment for prepetition services.

The hourly rates of the PSZ&J's personnel are:

     Ms. Jones                           $825
     James E. O'Neill                    $595
     Curtis A, Hehn                      $495
     Mark M. Billion                     $375
     Kathe Finlayson                     $225

Ms. Jones assures the Court that PSZ&J is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

     Pachulski Stang Ziehl & Jones LLP
     919 N. Market Street, 17th Floor
     Wilmington, DE 19702
     Tel: (302) 652-4100
     Fax: (302) 652-4400

              About J.L. French Automotive Castings

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

The Company, together with six affiliates, filed for Chapter 11 on
July 13, 2009 (Bankr. D. Del. Case No. 09-12445).  Pachulski Stang
Ziehl & Jones LLP and Milbank, Tweed, Hadley & McCloy LLP
represents the Debtors in their restructuring efforts.  The
Debtors selected BMC Group Inc. as claims agent; Conway MacKenzie
& Dunleavy Inc. as financial advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as investment banker.  The Creditors
Committee is represented by The Abernathy MacGregor Group.
The Debtors have assets and debts bothe ranging from $100 million
to $500 million.

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


JL FRENCH: U.S. Trustee Schedules Meeting of Creditors for Aug. 17
------------------------------------------------------------------
Roberta DeAngelis, the acting U.S. Trustee for Region 3, will
convene a meeting of the creditors of J.L. French Automotive
Castings, Inc., and its debtor-affiliates on August 17, 2009, at
3:00 p.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

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

The Company, together with six affiliates, filed for Chapter 11 on
July 13, 2009 (Bankr. D. Del. Case No. 09-12445).  Pachulski Stang
Ziehl & Jones LLP and Milbank, Tweed, Hadley & McCloy LLP
represents the Debtors in their restructuring efforts.  The
Debtors selected BMC Group Inc. as claims agent; Conway MacKenzie
& Dunleavy Inc. as financial advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as investment banker.  The Creditors
Committee is represented by The Abernathy MacGregor Group.
The Debtors have assets and debts bothe ranging from $100 million
to $500 million.

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


JOHNSONDIVERSEY INC: S&P Cuts Subordinated Debt Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
subordinated debt rating on JohnsonDiversey Inc. to 'B-' from 'B'
and revised the recovery rating on this debt to '5' from '4'.
This indicates that debtholders can expect modest (10% to 30%)
recovery in the event of a payment default.  The downgrade follows
S&P's updated recovery analysis.  At the same time, S&P affirmed
all its other ratings on JohnsonDiversey Inc. and its holding
company parent, JohnsonDiversey Holdings Inc.  The outlook is
stable.

"The ratings on JohnsonDiversey Holdings Inc. and its operating
subsidiary, JohnsonDiversey Inc., reflect a fair business risk
profile, offset by high debt leverage and financing requirements
in 2010 that S&P believes the company will address in a timely
manner," said Standard & Poor's credit analyst Cynthia Werneth.

Sturtevant, Wisconsin-based JohnsonDiversey is a leading global
manufacturer and marketer of cleaning and hygiene products and
related services for institutional and industrial cleaning.  The
company is the second-largest player in this still-fragmented
market, trailing only the industry leader, Ecolab Inc.

Although JohnsonDiversey is highly leveraged, S&P expects
operating performance to remain relatively stable and the company
to generate modest positive operating cash flow after a major,
multiyear restructuring has been substantially completed in 2009.
Importantly, S&P expects the company to address its obligation to
purchase  Unilever's one-third interest in the company, which must
occur by May 2010 at the latest, without increasing leverage, and
to address 2010 debt maturities in a timely manner.

S&P could lower the ratings if a financing plan addressing both
the Unilever put and 2010 debt maturities is not in place by the
end of 2009, if the company's ability to execute it is uncertain,
or if the plan meaningfully increases debt.  S&P could also lower
the ratings if operating performance unexpectedly falters or
liquidity shrinks to unacceptable levels.  S&P's ratings scenario
contemplates a funds from operations to adjusted total debt ratio
in the 8% to 10% range.  If it falls below this level and appears
likely to stay there, a downgrade would occur.


KENTUCKY ECONOMIC: Fitch Affirms 'BB-' Rating on $71.5 Mil. Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on $71,500,000
Kentucky Economic Development Finance Authority refunding and
improvement revenue bonds (Appalachian Regional Healthcare, Inc.),
series 1997.  The Rating Outlook has been revised to Positive from
Stable.

The affirmation and revision in Outlook reflect Appalachian
Regional Healthcare's solid operating performance since a three
month nurse's strike ended in December 2007.  Through the first 11
months of fiscal 2009 (year-end June 30) ARH had a positive
operating margin of 1.7% ($7.7 million in operating income) and an
operating EBITDA margin of 8.1%, both excellent figures for the
below investment grade category.  ARH ended fiscal 2008 with a
negative 3.4% operating margin ($17.2 million operating loss),
with over $18 million in expenses tied directly to the nurses
strike.  However, ARH had positive monthly operations for most of
the last half of fiscal 2008 and this carried over into fiscal
2009's performance.  A main driver of ARH's turnaround has been
improvements to revenue cycle processes, coding, denials and
length of stay as part of ARH's hiring of consulting firms to
assist in compliance with front end processing, inpatient
admissions and observation days.  ARH is also in the process of
consolidating hospital and clinic business offices, which should
further improve revenue cycle functions and reduce costs.  In
addition, interim utilization numbers show ARH's volumes returning
to historical levels, after fiscal 2008 patient volumes were
affected by the strike.  The 32,387 inpatient admissions for the
11 month interim period are greater than the yearly inpatient
admission totals for each of the past two fiscal years.

ARH's liquidity has also grown over the last year. As of May 31,
2009, ARH had days cash on hand of 55.6, a cushion ratio of 3.6
times (x), and cash to debt of 70.4%, all solid figures for the
below investment grade category.  This is an improvement from
June 30, 2008 figures of 40.3 DCOH, a cushion ratio of 3.5x, and
cash to debt of 47.8%.  While the growth in liquidity has
strengthened ARH's balance sheet indicators, a balance sheet
concern is ARH's days in current liabilities, which stood at 96.8
days as of May 31, 2009, very high for the below investment grade
category.  This figure includes an increase to accounts payable,
which reflects a stretching out of payments to vendors.  ARH
management indicated that this is a short-term strategy and does
not expect its accounts payable to increase much more.  Over the
medium term, Fitch expects days in current liability to remain in
the mid 90s and would view negatively any further rise to ARH's
current liabilities.  ARH will be receiving a total of
approximately $19 million ($8.1 million of which was received in
June 2009) from the state of Kentucky over the next two fiscal
years, related to a settlement for underpayment of Medicaid, which
should also help support ARH's liquidity.  ARH does have a very
conservative investment portfolio with no exposure to equities or
alternative investments.

Other credit concerns include the challenges of ARH's service
area, physician recruitment, and ARH's deferring of capital
spending.  The majority of ARH's facilities are located in rural
communities in Kentucky and West Virginia and have below average
socioeconomic and demographic wealth indicators, resulting in a
very high governmental payor mix (Medicare and Medicaid made up a
combined 70.7% of gross revenues in fiscal 2008).  In addition,
physician recruitment into this area is a challenge.  ARH's
average age of physician is above 50, and ARH estimates that it
needs to recruit approximately 40 physicians a year to keep up
with physician retirements and general physician need across the
system. Eight physicians are starting this summer including two
surgeons, two hospitalists, a pulmonologist and an oncologist.
Over the last five fiscal years, ARH has spent approximately 75%of
depreciation on capital expenses and is budgeting for less than
that in fiscal 2010.  ARH does have plans for an $11 million
renovation project for Whitesburg to address outdated inpatient
rooms, and over the medium term will be implementing clinical
information systems.  The ability for ARH to maintain positive
operations to enable the funding of these and other projects is a
key rating driver for ARH.

The Positive Outlook reflects Fitch's expectation that ARH's
positive operating margins and the strengthening of its balance
sheet will continue, with ARH being able to increase its yearly
capital spend.  ARH is budgeting for a 1.9% operating margin in
fiscal 2010.  Should ARH meet its fiscal 2010 budget and continue
to grow its liquidity, without further increases to its days in
current liabilities, an upgrade may be warranted.  Finally, one of
the union contracts that led to one of the strikes at ARH expires
in fiscal 2010.  Any further positive rating pressure will be
affected by the outcome of the renegotiation of the new contract.
The other union contract expires in 2011.

ARH is headquartered in Lexington and the system comprises nine
acute care hospitals, psychiatric services, 12 outpatient clinics,
and other related health care businesses located throughout
eastern Kentucky and West Virginia.  Total revenue in fiscal 2008
was $510.1 million.  ARH covenants to disclose only annual
financial information and utilization statistics to the Nationally
Recognized Municipal Securities Information Repositories.


LAZY DAYS: Cancels Registration of 11-3/4% Senior Notes Due 2012
----------------------------------------------------------------
Lazy Days' R.V. Center, Inc., filed a Form 15 with the Securities
and Exchange Commission to terminate the registration of its
11-3/4% Senior Notes due 2012.  The Company said there are about
33 holders of record of the securities as of July 16, 2009.

As reported by the Troubled Company Reporter on May 21, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seffner, Florida-based Lazy Days' R.V. Center to 'SD'
from 'CC' and lowered S&P's rating on the company's unsecured debt
to 'D' from 'C'.  The ratings will be withdrawn at the company's
request.

Lazy Days did not make the interest payment due Nov. 17, 2008, on
its $137 million, 11.75% senior unsecured notes within the 30-day
grace period and has received a series of forbearances from
noteholders.

"The company has been discussing a financial restructuring with
the noteholders," Standard & Poor's credit analyst Nancy Messer
had said.  "A bankruptcy filing also is still possible," she
continued.

Although a nonpayment of interest on the notes after the grace
period would have also triggered the cross-default provisions
under Lazy Days' floorplan credit facility, the company has
received a series of forbearances from those lenders.  The U.S.
recession has caused a sharp drop in sales of recreational
vehicles, pressuring Lazy Days' margins, earnings, and cash flow.

The TCR said June 22 Moody's Investors Service withdrew all
ratings on Lazy Days' R.V. Center for business reasons.  These
ratings were withdrawn:

  -- Probability of Default Rating at Ca/LD;
  -- Corporate Family Rating at Ca;
  -- Senior Unsecured Notes at C (LGD 5, 85%);
  -- The negative ratings outlook
  -- The SGL-4 Speculative Grade Liquidity Rating

The last rating action on Lazy Days was on April 27, 2009, when
Moody's confirmed the company's Ca corporate family rating and
changed its probability of default rating to Ca/LD.

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

                         About Lazy Days'

Lazy Days' R.V. Center, Inc., -- http://www.lazydays.com/-- a
wholly owned subsidiary of LD Holdings, Inc., makes coach and
beaver motorhomes, carriage fifth wheels and coachmen Rvs.


LEARNING CARE: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Learning Care Group (US) Inc.  The
corporate credit rating was lowered to 'B-' from 'B'.  S&P removed
the ratings from CreditWatch, where they were placed with negative
implications April 7, 2009.  The rating outlook is stable.  The
previous CreditWatch listing reflected S&P's concerns about the
recession's impact on demand for institutional child care
services, the company's operating performance and prospects, and
the repercussions for liquidity amid tightening financial
covenants.

In addition, S&P revised its recovery rating on Learning Center's
secured loan facilities to '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default, from '2'.  In accordance with S&P's notching criteria for
a '3' recovery rating, S&P lowered its issue-level rating on this
debt to 'B-' (at the same level as the corporate credit rating on
the company) from 'B+'.  The revision of the recovery rating
reflects a lower enterprise value than S&P had used in its
previous analysis, as S&P's current projections of EBITDA levels
at default are now meaningfully lower than those S&P previously
used.

Novi, Michigan-based Learning Care is the second-largest provider
of early childhood education and child care in the U.S. Total debt
was $294 million as of May 22, 2009.

"The downgrade reflects Learning Care Group's rising debt
leverage, weak liquidity, and S&P's concern that the company's
cost-cutting efforts will be insufficient to offset revenue
declines," explained Standard & Poor's credit analyst Hal Diamond.

S&P believes that the cost reductions, which Learning Care's banks
add back to EBITDA in calculating its financial covenants, have
provided only a short-term degree of liquidity in view of the
company's weak operating outlook and negative discretionary cash
flow.  During the third fiscal quarter ended March 31, 2009,
Learning Care implemented $18.4 million of cost savings,
expanding the cushion of compliance with the debt-to-EBITDA
covenant to roughly 20% (based on S&P's estimate), from 10% at
December 31, 2008.

For the 12 months ended May 22, 2009, debt leverage (adjusted to
capitalize the company's considerable operating lease commitments)
increased to 7.4x, versus a pro forma level of roughly 6.0x at the
time of the company's June 2008 LBO.  Lease-adjusted EBITDA
coverage of interest expense declined to 1.5x from 2.3x over the
same period.  Discretionary cash flow was negative $8.1 million in
the eleven months ended May 22, 2009, as a result of weak
profitability and cash restructuring costs, requiring a drawdown
of cash balances.  S&P believes that EBITDA will remain under
pressure in the near term, and that negative discretionary cash
flow could increase in the fiscal year ended June 30, 2010, due to
weak operating performance and additional cash restructuring
expenses.


LEHMAN BROTHERS: Court Approves Settlement With Kojaian Units
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought
and obtained the U.S. Bankruptcy Court for the Southern District
of New York's approval of their settlement agreement with Kojaian
Management Corporation.

The Debtors and Kojaian Management entered into the settlement to
resolve the terms of their loans and joint ventures agreements on
various real estate projects, where LBHI and its unit, Property
Asset Management Inc., own equity interests.  In connection with
the loans and joint venture agreements, PAMI and KMC have
provided guaranties of loans made by National City Bank and
JPMorgan Chase Bank N.A. to three joint ventures.  Under the
guaranties, PAMI and KMC have joint and several obligations of
$19.6 million.

LBHI has provided financing to some of the joint ventures for
real estate projects in Michigan.  Each of the loans it provided
is secured by a mortgage on the borrower's real properties.
Currently, LBHI has loans to the joint ventures in the sum of
$198 million and holds mortgages on the real properties owned by
15 joint ventures.

LBHI also provided $61.5 million of loans to Kojaian's
affiliates; $72.2 million to TTERTT Associates L.L.C.; and
$13.2 million in mezzanine loans to Michael Kojaian and C. Michael
Kojaian, who control the Kojaian affiliates, and Van Buren
Industrial Investors.  Third party lenders also have loans
outstanding in the sum of $237.7 million to nine joint ventures.
Several of these borrowers reportedly failed to make payment upon
the maturity of the loans.

Attorney for LBHI, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, said that given the state of the real
estate market in the Detroit area, LBHI and the Kojaian
affiliates opted to negotiate for and enter into a settlement to
resolve the terms of their agreements and maximize recoveries to
the estates in a cost efficient manner.

"The settlement agreement provides the best framework to reduce
Lehman's exposure to the Detroit real estate market, obtain a
recovery from the loans and mezzanine loans, relieve PAMI of its
obligations under the joint and several guarantees to third party
lenders, and release LBHI's obligations under the various real
estate loans to the Kojaian affiliates," Mr. Krasnow said in
court papers.

Under the deal, the Lehman units and the Kojaian affiliates
agreed to separate their interests in the joint ventures.
Specifically, the Kojaian affiliates will transfer title to
certain properties to the Lehman units or LBHI's designees, make
payments to them and cause the release of the guarantees.  In
exchange, LBHI or the Lehman units will transfer certain
properties and assign the mezzanine loans to the Kojaian
affiliates or their designees, and grant a one-year option to the
Kojaian affiliates to purchase certain properties.

A full-text copy of the settlement agreement is available without
charge at http://bankrupt.com/misc/LehmanSettlementKojaian.pdf

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Europe Administrators Disclose Asset Return Plan
-----------------------------------------------------------------
Administrators representing Lehman Brothers Holdings Inc.'s
European units disclosed plans to return frozen hedge fund assets
to creditors as early as 2010, according to a July 15, 2009,
report by the Associated Press.

PricewaterhouseCoopers, Lehman Brothers International Europe's
administrator, said it has applied to Britain's courts to block
any creditor claims for assets after the end of this year, a move
that would allow PwC to begin returning funds it has held in
trust since the New York-based securities firm collapsed last
year, the report said.

Steven Pearson, joint administrator of LBIE and partner at PWC,
told AP that the plan "proposes a compromise on all sides to cut
through the multiplicity of complex issues to deliver a fair
solution."

The plan, which requires approval of both the High Court and
creditors, has the unanimous support of the creditors' committee,
the report said.  PWC is set to meet with industry groups over
the coming weeks to discuss the detail, the report added.

According to PwC, LBIE had around GBP23 billion in client assets
on September 15, 2008, the day New York-based Lehman Brothers
filed for bankruptcy protection, the report said.

Lehman Brothers' bankruptcy filing forced nearly 80 of its
subsidiaries world-wide to fold.  When it filed for protection
from creditors in the U.K., many client assets held in custody
there were frozen under the court proceeding.

A number of those clients were hedge funds that maintained Lehman
accounts for holding bonds, stocks and other securities.  The
long process of identifying clients' claims and returning assets
earned the ire of these clients, several of which filed lawsuits
against Lehman Brothers to reclaim their funds, according to a
July 15, 2009, report by the Wall Street Journal.

The administrator has returned about $13 billion of $32 billion
in total client assets.  Those funds were distributed to only
about 35 large Lehman clients, mostly large financial
institutions and hedge funds, which left nearly 1,000 clients
that are still owed money by Lehman Brothers' European arm, the
report said.

The High Court in London will hear PWC's application on July 29
to 30.

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Wants Ch. 11 Case as Foreign Main Proceeding
------------------------------------------------------------------
Lehman Brothers Special Financing Inc. seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
petition a court in the United Kingdom to recognize its Chapter
11 case as a foreign main proceeding.

LBSF, one of Lehman Brothers Holdings Inc.'s units that filed for
bankruptcy protection in the U.S. bankruptcy court, plans to file
a petition in the London High Court of Justice Chancery Division
to protect its properties in U.K.

The move came after a group of noteholders including Perpetual
Trustee Company Limited and Belmont Park Investments Pty Limited
filed claims against BNY Corporate Trustee Services Limited to
foreclose the collateral held in trust by BNY.  The collateral
secures LBSF's interest in a credit default swap with Saphir
Finance Public Limited Company, an Irish corporation.

LBSF has already filed an application to stay the Noteholders'
actions, which are due to be heard together, in the U.K. Court.
LBSF is concerned that more noteholders would follow suit even if
Perpetual's and Belmont's actions are stayed.

"In order to ensure that a permanent stay is in place to shield
the estate from further actions that may pour into the High
Court, LBSF believes that it is necessary to seek the High
Court's assistance through recognition of LBSF's chapter 11
case," says Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New
York.

"Without such assistance from the High Court, LBSF is likely to
find itself having to file a series of applications in the High
Court seeking to stay claims similar to the Perpetual action and
Belmont action," Ms. Fife says in court papers.

The hearing to consider approval of LBSF's request is scheduled
for August 5, 2009.  Creditors and other concerned parties have
until July 31, 2009, to file their objections.

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes Protocol to Settle Mortgage Loan Claims
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to implement procedures to settle their claims
against the originator or seller of their residential mortgage
loans.

The Debtors have prosecuted contract and tort claims against the
originator and seller of their residential mortgage loans after
some of those loans have gone into default or caused them to
incur losses.  The residential mortgage loans were not originated
by the Debtors but were indirectly acquired from third parties
through the assistance of Aurora Bank FSB, formerly known as
Lehman Brothers Bank.

Under the proposed procedures, the Debtors may compromise and
settle their claims, without court order, against any single
party that:

  (i) in the aggregate, exclusive of any claim for payment of
      attorneys' fees, costs and expenses, and after offset of
      any counterclaim, do not exceed $3 million; or

(ii) in the aggregate, exclusive of any claim for payment of
      attorneys' fees, costs and expenses, and after offset of
      any counterclaim, are greater than $3 million but only if
      the amount that the Debtors receive with respect to the
      settlement is at least 60% of the aggregate amount of the
      claim.

For settlement of claims against any single party, which in the
aggregate, exclusive of any claim for payment of attorneys' fees,
costs and expenses, and after offset of any counterclaim, are
greater than $3 million but less than $8 million, and the amount
that the Debtors receive with respect to the settlement is less
than 60% of the aggregate amount of the claim, the Debtors are
required to submit the proposed settlement to the Official
Committee of Unsecured Creditors, together with (i) the name of
the other party to the settlement, (ii) a summary of the claim
against the other party including the settlement amount, (iii) an
explanation of why the settlement of the claims is favorable to
the Debtors and their estates, and (iv) a copy of any proposed
settlement agreement.

The Creditors' Committee has three days after service of the
documents to submit its objections to the proposed settlement.
In case the Committee objects to the settlement, the Debtors may
(i) seek to renegotiate the proposed settlement or (ii) file a
motion in Court seeking approval of the proposed settlement.

If the Creditors' Committee does not timely object to the
proposed settlement, the Debtors will be deemed, without further
court order or notice to any party, to be authorized by the Court
to enter into an agreement to settle the claims.

For any settlement of claims against a single party, which, in
the aggregate, exclusive of any claim for payment of attorneys'
fees, costs and expenses, and after offset of any counterclaim,
are greater than $8 million, the Debtors are required to seek
court approval of the settlement.

The hearing to consider approval of the proposed procedures is
scheduled for August 5, 2009.  Creditors and other concerned
parties have until July 31, 2009, to file their objections.

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Raises Loan Purchases From Aurora Bank to $450MM
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to approve an amended master
repurchase agreement with Aurora Bank FSB.

The amendments permit LBHI to purchase from Aurora Bank, formerly
known as Lehman Brothers Bank FSB, a portfolio of loans for up to
$450 million.  The Court previously authorized LBHI to earmark
only $325 million to purchase the loans under the agreement.

LBHI made the move in light of the pending maturity of up to
$550 million of Aurora Bank's repayment obligations on its
brokered certificates of deposit.  Aurora Bank needs the
additional cash to fund its obligations, which will become due
come mid-August.

Aurora Bank would ordinarily "rollover" or issue new certificates
of deposit to finance its obligations until the Office of Thrift
Supervision issued in February 2009 a directive, which required
the bank to achieve an adequate capital level.  The directive
imposed restrictions on Aurora Bank's operations including
prohibiting the bank from issuing brokered certificates of
deposit, which serves as the primary source of funding for its
operations.

Attorney for LBHI, Alfredo Perez, Esq., at Weil Gotshal & Manges
LLP, in Houston, Texas, says the OTS may not approve the business
plan that Aurora Bank submitted to the regulator for approval if
the bank fails to fund its obligations.  He points out that the
OTS may instead impose further restrictions on Aurora Bank's
operations including a possible seizure of the bank and the
appointment of a receiver.

Under the amended repurchase agreement, LBHI is also required to
buy Aurora Bank's loans for a purchase price of 50% of the value
of the loans determined by LBHI.  LBHI and Aurora Bank also
agreed to include, at the option of LBHI, commercial real estate
loans in the repurchase transactions.  The initial repurchase
agreement only contemplates the purchase and sale of residential
mortgage loans.

Aside from its entry into the amended repurchase agreement, LBHI
also seeks court approval to enter into a bridge financing
facility with Aurora Bank's subsidiary, Aurora Loan Services LLC.
Under the deal, LBHI will provide Aurora Loan as much as
$500 million in short-term secured financing.  As security, LBHI
will hold liens on receivables owned by Aurora Loan.

The hearing to consider approval of LBHI's request is scheduled
for August 5, 2009.  Creditors and other concerned parties have
until July 31, 2009, to file their objections.

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Terminated $226MM Corporate Loans in June
----------------------------------------------------------
Pursuant to a court order authorizing the Debtors to terminate or
assign unfunded commitments and enter into restructuring
transactions with respect to their corporate loans, Lehman
Brothers Holdings Inc. filed in Court a monthly report of the
transactions they made for the period June 1 to June 30, 2009.

The report showed that the Debtors terminated or assigned eight
corporate loans, with an aggregate outstanding principal balance
of $225,983,904.  The Debtors did not make any payment in
connection with the termination or assignment, the report said.

The Debtors also disclosed that they did not enter into any
restructuring transactions during the period in which they have a
beneficial interest in at least 10% of the outstanding principal
amount or which the outstanding principal amount due to them is
more than $50 million.

                      About Lehman Brothers

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: S&P Cuts Ratings on Four Securities to 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
Lehman Bros. Holdings Inc.-related repackaged securities to 'CCC-'
from 'CCC'.  S&P then withdrew all four ratings.

The rating actions reflect the bankruptcy of the swap guarantor,
Lehman Bros. Holdings Inc.  The swap guarantor in these
transactions provided material support and was the primary basis
for the ratings.

                          Rating Actions

                     Banyan Tree 2004-1 Ltd.
                        $200 million notes

                                    Rating
                                    ------
              Class          To     Interim    From
              -----          --     -------    ----
              Note           NR     CCC-       CCC

      Restructured Asset Certificates with Enhanced Returns
                     Series 2002-10-TR Trust
                    $14 million certificates

                                    Rating
                                    ------
              Class          To     Interim    From
              -----          --     -------    ----
              Certificates   NR     CCC-       CCC

                   Variable Funding Trust 2007-1
    $500 million variable rate senior secured revolving notes

                                    Rating
                                    ------
              Class          To     Interim    From
              -----          --     -------    ----
              Notes          NR     CCC-       CCC

                   Variable Funding Trust 2008-1
    $500 million variable rate senior secured revolving notes

                                    Rating
                                    ------
              Class          To     Interim    From
              -----          --     -------    ----
              Notes          NR     CCC-       CCC


LEHMAN BROTHERS: Rejects Park Avenue Lease with Boston Properties
-----------------------------------------------------------------
Boston Properties Inc. reports that on April 30, 2009, Lehman
Brothers, Inc., then its 10th largest tenant -- by square feet --
with roughly 437,000 net rentable square feet in the Company's 399
Park Avenue property, rejected its lease in bankruptcy.

Boston Properties had previously established a reserve for the
full amount of the Lehman Brothers, Inc. accrued straight-line
rent balance in the third quarter of 2008.  Lehman Brothers paid
rent through the month of April 2009 for all of its space and
continued to occupy approximately 180,000 net rentable square feet
through June 22, 2009, for which the Company received an aggregate
of approximately $6.5 million in the quarter ended June 30, 2009.

Boston Properties says it has signed leases with tenants for
approximately 37,000 net rentable square feet of the vacated
space.  Lehman Brothers had contributed roughly $44.9 million per
year on a contractual basis to the Company's revenues from the
lease.

Boston Properties -- http://www.bostonproperties.com/-- is a
fully integrated, self-administered and self-managed real estate
investment trust that develops, redevelops, acquires, manages,
operates and owns a diverse portfolio of Class A office properties
and one hotel.  The Company is one of the largest owners and
developers of Class A office properties in the United States,
concentrated in five markets -- Boston, Midtown Manhattan,
Washington, D.C., San Francisco and Princeton, N.J.


LOU PEARLMAN: Trustee Digs 4 Years of Payouts from Ponzi Scheme
---------------------------------------------------------------
Jacqueline Palank posted at The Wall Street Journal blog,
Bankruptcy Beat, that the trustee in charge of former pop manager
Lou Pearlman's bankruptcy estate is seeking to recover payments
that the Debtor or his related business entities transferred in
the four years before the bankruptcy.

Court documents show that lawsuits were filed against the
investors bilked by the Ponzi scheme and seek to recover all
transferred funds on the grounds that the investors knew or should
have known it was a Ponzi scheme.  Bankruptcy Beat says that the
recovered funds will be distributed to Mr. Pearlman's creditors.

Bankruptcy Beat relates that investors are fighting the lawsuits,
arguing that they are the victims.  The investors' lawyers said in
court documents, "For most, if not all of these victim defendants,
the Pearlman fraud caused them to lose their entire life savings.
As if their lives were not devastated enough, the trustee has now
sued the same victim defendants to collect any returned principal
and any allegedly [sic] profits received."

The Orlando Sentinel relates that a hearing has been set for the
lawsuits on July 22.

Lou Pearlman created the Backstreet Boys and 'N Sync.  He is
currently behind bars after bilking investors out of more than
$300 million.  He was forced into Chapter 11 protection in 2007 by
creditors and in 2008, he was sentenced to 25 years in prison
after pleading guilty to conspiring to commit an offense against
the U.S. and money laundering.  A federal judge ordered him to pay
a total of $310.1 million in restitution to investors and lenders.


LOUISIANA LOCAL GOV'T: Moody's Cuts Ratings on Bonds to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has downgraded these ratings on the
Louisiana Local Government Environmental Facility and Community
Development Authority Multifamily Housing Revenue bonds (Park East
/ Bellemont Victoria / Bellemont Victoria II Apartments
(Projects)): to Ba3 from Ba1 on the Senior Series 2002A bonds and
to Ba3 from Ba2 on the Series 2002C bonds.  This rating action
affects approximately $13.4 million of debt outstanding.  This
rating action was prompted by Moody's review of MBIA Inc. and MBIA
Insurance Corporation (currently rated Ba3/ NEG and B3 / NEG,
respectively), which hold the debt service reserve fund of the
Projects in a Guaranteed Investment Contract.  Non-performance of
the GIC provider is a risk to bondholders in transactions where
bond payments rely wholly or partially on a GIC.

The last rating action was on March 20, 2009, when Moody's
downgraded the rating of the Series 2002A bonds to Ba1 from Baa3.


LUCKY CHASE: Ch. 11 Trustee Hires Analytic and Glenn Moses
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved the ex parte application of Kenneth Welt, the court
appointed Chapter 11 trustee in Lucky Chase II, LLC's bankruptcy
case, for the employment of Sandirose Magder and Analytic
Consulting Group as his financial consultant and advisor.

The Court earlier approved the application of the Chapter 11
trustee to employ Glenn D. Moses as his counsel.

Judge Robert A. Mark approved on June 30, 2009, the appointment of
Kenneth Welt as Chapter 11 trustee, upon the motion of Donald F.
Walton, the United States Trustee for Region 21.

                    About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC,
operates a single-asset, real estate company.  The Company filed
for Chapter 11 on April 29, 2009 (Bankr. S.D. Fla. Case No.
09-18087).  Arthur J. Spector, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed assets and debts between
$10 million and $50 million each.


LUCKY CHASE: May Use Cash Collateral of AmTrust in the Interim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted the court appointed Chapter 11 trustee in Lucky Chase II,
LLC's bankruptcy case, permission, on an interim basis, to use
cash collateral of AmTrust Bank, formerly known as Ohio Saving
Bank, to pay operating expenses, and maintain the estate's
property, in accordance with a budget.  AmTrust Bank claims a
first priority mortgage on real property located at 13841
Southwest 90th Avenue, Miami, Florida, and a security interest in
the Debtor's cash collateral.

As adequate protection or the use of cash collateral, AmTrust is
granted replacement liens in all postpetition assets of the
Debtor, which shall be in addition to all interests, liens and
rights of set-off existing in favor of Amtrust.

                    About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC,
operates a single-asset, real estate company.  The Company filed
for Chapter 11 on April 29, 2009 (Bankr. S.D. Fla. Case No.
09-18087).  Arthur J. Spector, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed assets and debts between
$10 million and $50 million each.


METROMEDIA INT'L: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
MIG, Inc., formerly known as Metromedia International, has filed
with the U.S. Bankruptcy Court for the District of Delaware its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------     ------------
  A. Real Property                        $0
  B. Personal Property           $54,820,681
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $675,000
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $209,508,657
                                 -----------     ------------
           TOTAL                 $54,820,681     $210,183,657

A copy of MIG's schedule of assets and liabilities is available at
http://bankrupt.com/misc/MIG.SAL.pdf

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


METROMEDIA INT'L: Panel Taps Baker & Mckenzie as Counsel
--------------------------------------------------------
The official committee of unsecured creditors of MIG, Inc., asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

As the Committee's counsel, Baker & McKenzie will:

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

  b) assist and advise the Committee in its consultation with the
     Debtor relative to the administration of the cases; and

  c) assist the Committee in analyzing the claims of the Debtor's
     creditors and in negotiating with holders of claims and
     equity interests.

The current hourly rates of Baker & McKenzie's professionals are:

       Partners                $500-$925
       Of Counsel              $400-$700
       Associates              $295-$540
       Paraprofessionals       $100-$250

Current hourly rates of Baker & McKenzie's professionals who are
expected to have primary responsibility for the engagement are:

      Professional                   Position    Hourly Rate
      ------------                   --------    -----------
      Carmen H. Lonstein, Esq.       Partner        $565
      Andrew P.R. McDermott, Esq.    Associate      $425
      Lawrene P. Vonckx, Esq.        Associate      $335
      Mark Young                     Paralegal      $195

Carmen H. Lonstein, Esq., a partner at Bakr & McKenzie, assures
the Court that the firm does not hold or represent any interest
materially adverse to the Committee, and that the firm is as
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


METROMEDIA INT'L: Taps Debevoise for Appeal on $188MM Judgement
---------------------------------------------------------------
MIG, Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Debevoise & Plimpton LLP as
special corporate and litigation counsel, effective as of the
petition date.

The Debtor tells the Bankruptcy Court that over the past two
years, it has defended an appraisal action in the Court of
Chancery of the State of Delaware in the matter captioned In re:
Appraisal of Metromedia International Group, Inc., Civil Action
No. 33151-CC, brought by a certain group of preferred shareholders
against the Company.  The appraisal action, according to the
Debtor, has resulted in substantial litigation costs and a $188
million judgment entered against MIG on June 5, 2009.

As special corporate and litigation counsel, Debevoise & Plimpton
will represent MIG in connection with appeal of the judgment in
the appraisal action.  Specifically, Debevoise & Plimpton will:

  a) provide legal advice to MIG with respect to its appeal of
     the appraisal action, in coordination with Potter Anderson &
     Corroon, LLP, the Debtor's proposed special Delaware
     litigation counsel, and Greenberg Traurig, LLP, the Debtor's
     proposed general bankruptcy counsel;

  b) negotiate, draft, and pursue all documentation necessary as
     determined in conjunction with the appeal, in coordination
     with Potter Anderson and Greenberg Traurig; and

  c) provide legal advice regarding corporate law issues to MIG
     in connection with MIG's ongoing business and bankruptcy
     case, in coordination with Greenberg Traurig.

Current hourly rates of Debevoise & Plimpton's principal attorneys
and paralegals who will represent MIG in the appeal are:

     Gary W. Kubek, Esq.           $990
     Steven Klugman, Esq.          $990
     Gregory V. Gooding, Edq.      $960
     Dmitriy Tartakovskiy, Esq.    $625
     Eliza Sporn, Esq.             $650
     Courtney Dankworth, Esq.      $490

As of the petition date, Debevoise & Plimpton was owed $118,917 by
the Debtor, $100,000 of which is covered by retainer.  MIG tells
the Court that the remaining $18,917 owed by the Debtor does not
represent an interest adverse to th Debtor or its estate with
respect to the matters on which Debevoise & Plimpton is proposed
to be retained.

In addition, during the 90 day period prior to the petition date,
Debevoise & Plimpton received for the Debtors an aggregate of
$968,204 for professional services performed and expenses
incurred.  On June 16, 2009, the Debtor also provided Debevoise &
Plimpton with a retainer of $100,000.  As of the petition date,
Debevoise has not drawn on the retainer.

Gregory V. Gooding, Esq., a partner at Debevoise & Plimpton,
assures the Court that the firm does not hold or represent any
interest adverse to MIG or its estate with respect to the matters
on which it is proposed to be retaine.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


METROMEDIA INT'L: Employs Golub for Suit vs. Paul Weiss
-------------------------------------------------------
MIG, Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Aaron Richard Golub, P.C., as
special litigation counsel to represent it in the malpractice suit
the Debtor filed against Paul, Weiss, Rifkind, Wharton & Garrison,
LLP.

MIG tells the Court that on June 18, 2009, MIG filed a civil
action or malpractice suit against Paul Weiss.  MIG says its
claims arise out of Paul Weiss' legal work for MIG in connection
with a "Certificate of Designation of 7.25% Cumulative
Convertible Preferred Stock of Metromedia International Group,
Inc.," dated September 16, 1997, which was the basis of the
judgment entered by the Chancery Court.  MIG filed an amended
complaint on July 10, 2009.

As special litigation counsel, Golub will provide MIG litigation
legal advice and services with respect to the malpractice action
and negotiate, draft and pursue all documentation necessary as
determined in conjunction with the malpractive action.

MIG says that prior to the commencement of its bankruptcy filing,
it retained Golub pursuant to a representation agreement dated
June 15, 2009.  Pursuant to said agreement, MIG agreed to pay
Golub a combination of a sliding contingency fee and a flat fee
comprised of a yearly retainer and guaranteed fee of $250,000 plus
a trial retainer and guaranteed fee of $250,000.

MIG says it has paid Golub $250,000 for the first year's yearly
retainer and placed $500,000 in escrow with Golub to secure
payment of the second yearly retainer and the trial retainer.  The
representation agreement further requires that the escrow account
be replenished in the sum of $250,000 each year.

In addition to the retainer fee, MIG agreed to pay Golub a sliding
scale contingency fee as follows:

(a) 10% of any sum up to $50,000,000 recovered by way of
    settlement or judgment or otherwise resulting in actual
    payment to MIG;

(b) 15% of any sum in excess of $50,000,000 but less than
    $100,000,000 recovered by way of settlement or judgment or
    otherwise resulting in actual payment to MIG, less $187,500.

(c) 20% of any sum in excess of $100,000,000 recovered by way of
    settlement or judgment or otherwise resulting in actual
    payment to MIG, less $375,000.

Aaron Richard Golub, Esq., a shareholder at Aaron Richard Golub,
Esquire, P.C., assures the Court that the firm does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the malpractice action with which Golub is to be
employed.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


METROMEDIA INT'L: Also Taps Potter Anderson for Appraisal Action
----------------------------------------------------------------
MIG, Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Potter Anderson & Corroon, LLP,
as special Delaware litigation counsel, effective as of the
petition date.

The Debtor tells the Bankruptcy Court that over the past two
years, it has defended an appraisal action in the Court of
Chancery of the State of Delaware in the matter captioned In re:
Appraisal of Metromedia International Group, Inc., Civil Action
No. 33151-CC, brought by a certain group of preferred shareholders
against the Company.  The appraisal action, according to the
Debtor, has resulted in substantial litigation costs and a $188
million judgment entered against MIG on June 5, 2009.

As special Delaware litigation counsel, Potter Anderson will
provide legal advice to MIG with respect to its appeal of the
judgment against the Company in the appraisal action, and
negotiate, draft, and pursue all documentation necessary as
determined in conjunction with the appeal, in coordination with
Debevoise & Plimpton, LLP, and Greenberg Traurig, LLP, the
Debtor's proposed special corporate counsel, and general
bankruptcy counsel, respectively.

Potter Anderson's professionals will charge MIG these hourly
rates:

      Partners            $425-$595
      Associates          $235-$295
      Paralegals           $70-$200

Arthur L. Dent, Esq., a partner at Potter Anderson, assures the
Court that the firm does not hold or represent any interest
adverse to MIG or its estate with respect to the appeal or
judgment, and that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor tells the Court that as of the petition date, Potter
Anderson was owed $17,959 in respect of services provided to MIG.
Further, the Debtors says that upon approval of Potter Anderson's
retention in this case, Potter Anderson will waive its right to
receive any fees incurred on MIG's behalf prior to the petition
date.  During the 90 days immediately before the petition date,
according to the Debtor, it paid Potter Anderson amounts totaling
$211,291, none of which constituted a retainer to Potter Anderson.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


MID AMERICA: Lists $66MM in Liabilities Versus $80MM in Assets
--------------------------------------------------------------
Mid America Agri Products/Horizon, LLC, listed $80 million in
assets and $66 million in liabilities.

Mid America Agri Products shut down its 44 million-gallon plant in
January 2009 due to unfavorable economic conditions in the ethanol
industry.  Mid America had said it wanted to reopen the south-
central Nebraska plant, but laid off its more than 30 workers
since then.

The Associated Press relates that city officials said that they
are hoping new investors will purchase the plant and restart
ethanol production.

North Platte, Nebraska-based Mid America Agri Products/Horizon,
LLC filed for Chapter 11 on June 3, 2009 (Bankr. D. Nebr. Case No.
09-41543).  Robert V. Ginn, Esq., at Blackwell Sanders Peper
Martin LLP, represents the Debtor in its restructuring efforts.


MONTGOMERY REALTY: Section 341(a) Meeting Set for August 17
-----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of the
creditors in Montgomery Realty Group, Inc.'s Chapter 11 cases on
August 11, 2009, at 10:00 a.m.  The meeting will be held at the
San Francisco Divisional Office, 235 Pine Street, Suite 700,
San Francisco, California.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

San Francisco, California-based Montgomery Realty Group, Inc.
leases and operates improved properties.

The Company filed for Chapter 11 on July 6, 2009 (Bank. N. D.
Calif. Case No. 09-31879.)  Michael St. James, Esq., at St. James
Law represents the Debtor in its restructuring effort.  The Debtor
has assets and debts both ranging from $10,000,001 to $50,000,000.


MONTGOMERY REALTY: Taps St. James Law and McNutt Law as Counsel
---------------------------------------------------------------
Montgomery Realty Group, Inc., asks the U.S. Bankruptcy Court for
the Northern District of California for authority to employ St.
James Law, P.C., and McNutt Law Group LLP as attorneys.

St. James Law will act as lead counsel, and will take primary
responsibility for the preparation and prosecution of the Debtor's
Plan of Reorganization and its response to any motions for relief
from stay.

McNutt Law Group will be responsible with the preparation of
schedules and statement of financial affairs, and the Debtor's
representation at the Section 341 hearing.

Michael St. James, Esq., St. James Law's sole employee, tells the
Court that his hourly rate is $525.

McNutt Law Group adds that its paralegals and Marianne Dickson, an
associate who bills at $275 per hour, will provide services in the
Debtor's Chapter 11 case.

The Debtor assured the firms a $100,000 retainer, of which $50,000
was funded.  The firms submit that they have an enforceable
possessory security interest in the portion of the retainer which
was funded.

To the best of the Debtor's knowledge, the firms are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firms can be reached at:

     St. James Law, P.C.
     155 Montgomery St. #1004
     San Francisco, CA 94104
     Tel: (415)391-7566

     McNutt Law Group LLP
     188 The Embarcadero, Suite 800
     San Francisco, CA 94105
     Tel: (415) 995-8475
     Fax: (415) 995-8487

                   About Montgomery Realty Group

San Francisco, California-based Montgomery Realty Group, Inc.
leases and operates improved properties.

The Company filed for Chapter 11 on July 6, 2009 (Bank. N. D.
Calif. Case No. 09-31879.)  The Debtor has assets and debts both
ranging from $10,000,001 to $50,000,000.


MOUNT HOLLY PARTNERS: MHU Holdings Seeks Case Dismissal
-------------------------------------------------------
MHU Holdings, LLC, asks the U.S. Bankruptcy Court for the District
of Utah to dismiss the bankruptcy case of Mount Holly Partners,
LLC.  MHU Holdings argues the Debtor lacked the requisite
authority for the bankruptcy filing.

According to NetDockets, citing papers filed in Court, Mount Holly
Partners was formed in December 2006 by MHU Holdings, Ares
Funding, LLC, and CPB Development, LLC, to develop a luxury
residential ski and golf resort in Beaver County, Utah to be
called the Mount Holly Club.  MHU acquired a 50% equity interest
in exchange for $25 million, according to a memorandum of law.
Ares was designated as the managing member of Mount Holly Partners
and MHU and CPB were each designated as non-managing members.

MHU asserts that disputes arose between Ares and MHU "from nearly
the outset" of the project.  On August 23, 2007, the parties
entered into a supplement to Mount Holly Partners' operating
agreement which provided for the creation of a management
committee.  That management committee, which was comprised of one
member appointed by Ares and one member appointed by MHU, was
formed to decide "extraordinary matters" which would require the
unanimous consent of the members of the management committee.

According to NetDockets, MHU says the bankruptcy filing for Mount
Holly Partners was one such extraordinary matter.  However,
disputes between Ares and MHU continued and MHU was appointed as a
co-manager of Mount Holly Partners pursuant to an October 2007
first amendment to the operating agreement.  At the same time, MHU
provided the company with $1.4 million in loans and committed to a
total of $4.1 million in loans.

According to NetDockets, MHU contends that Ares breached the first
amendment which "obviated MHU's duty to continue to provide funds"
but that MHU provided an additional $1.3 million in April 2008 in
spite of the alleged breaches.

According to NetDockets, MHU asserts that the breaches by Ares
include "misappropriating and wasting Company assets."
Specifically, MHU makes these allegations:

     -- The Company's records indicate that a $1 million deposit
        with a ski-lift company, that had been paid with Company
        funds, had been redeemed and redirected into Ares-
        controlled accounts.  MHU also discovered that several
        parcels of land that should have been contributed to the
        Company were instead quit-claimed to the wife of Ares'
        CEO.  MHU further uncovered evidence that Ares had been
        using Company funds to pay for expenses unrelated to the
        Company, foremost among these were defending the criminal
        prosecution of Marc Jenson, the brother of Ares' CEO and
        an officer of Ares, on securities fraud charges.

     -- As a result of the alleged misuse of Mount Holly Partners'
        assets by Ares, MHU issued a notice of default under the
        operating agreement attempting to remove Ares as a manager
        of Mount Holly Partners and sought relief in the United
        States District Court for the Southern District of New
        York. In response, Ares initiated an arbitration
        proceeding against MHU with the American Arbitration
        Association.  In the arbitration, Ares accused MHU of
        "fraud, breach of contract, and breach of fiduciary duty"
        and sought $25 million in damages.  MHU denied the
        allegations and counterclaimed for $25 million in damages
        on the same bases.  The parties have completed document
        discovery in the arbitration proceeding and depositions
        were scheduled to commence on July 17, 2009, according to
        MHU. The arbitration hearing is scheduled for September
        14-25, 2009.  Additional actions between the parties have
        been brought in courts in Utah and Idaho.

     -- MHU asserts that Ares "unilaterally filed a chapter 11
        bankruptcy petition on behalf of the Company in the United
        States Bankruptcy Court for the District of Utah" which
        MHU claims contravenes its "limited rights under the
        Operating Agreement, the Supplement, and the First
        Amendment."

In the alternative, MHU asks the Court to lift the automatic stay
to allow the arbitration to proceed to conclusion.  In support of
its request for stay relief, MHU argues that the dispute that is
the subject of the arbitration is a non-core matter and that the
court therefore lacks authority to stay the arbitration.

Mount Holly Partners, LLC, in South Jordan, Utah, filed for
Chapter 11 on July 9, 2009 (Bankr. D. Utah Case No. 09-27185).
Judge R. Kimball Mosier presides over the case.  Douglas R. Short,
Esq., at Keith Barton & Associates PC in South Jordan, represents
the Debtor.  The Debtor listed assets ranging from $100,000,001 to
$500,000,000, and debts ranging from $10,000,001 to $50,000,000.


NEWPAGE CORP: S&P Junks Corporate Credit Rating From 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miamisburg, Ohio-based coated paper producer NewPage
Corp. to 'CC' from 'B-'.  In addition, S&P is lowering the rating
on the second-lien notes to 'C' from 'CCC+' and the
subordinated notes to 'C' from 'CCC'.  S&P has removed these
ratings from CreditWatch, where they were placed with negative
implications on June 11, 2009.  The outlook is negative.

The 'B+' issue-level rating on NewPage's secured term loan remains
on CreditWatch with negative implications.

"These rating actions reflect S&P's view that the tender offers at
substantial discounts are tantamount to a default given NewPage's
vulnerable business risk and highly leveraged financial risk
profile as a result of weak demand due to the U.S. recession,
pricing pressures, and its high debt burden," said Standard &
Poor's credit analyst Andy Sookram.  Standard & Poor's views the
controlling shareholder's affiliate, NPI Investor LLC in the
same light as NewPage itself acquiring the notes, particularly
given the shareholder's (Cerberus Capital Management L.P) majority
ownership of NewPage.

Upon completion of the contemplated transactions, S&P will lower
the corporate credit rating to 'SD' (selective default) and the
issue-level ratings on the second-lien notes and subordinated
notes to 'D' (S&P does not rate the PIK notes).  As soon as is
possible thereafter, S&P will reassess the corporate credit rating
and revise the issue ratings based on S&P's post-closing recovery
analysis.  It is S&P's preliminary expectation that if the tender
offers and new notes offering are completed as contemplated, S&P
would raise the corporate credit rating to 'B-', the same as the
previous rating, and assign a negative outlook, Although the
company's near-term covenant pressures would be eliminated and
some of its debt maturities extended, NewPage remains very
highly leveraged (even incorporating the potential that a portion
of the notes held by NPI and SEO could be contributed to capital)
and S&P believes market conditions will remain challenging due to
the lingering recession that will continue to dampen demand for
coated paper.  S&P believes that if the transactions are
successful, NewPage should have adequate liquidity (including
availability under its ABL facility) over the next several
quarters.

The outlook is negative, reflecting S&P's expectation that S&P
will lower the corporate credit rating on NewPage to 'SD'
following the completion of the tender offers.


NEW YORK TIMES: Union at Boston Globe OKs Wage, Benefits Cut Pact
-----------------------------------------------------------------
Russell Adams at The Wall Street Journal reports that Boston
Newspaper Guild, the largest union at The New York Times Co.'s The
Boston Globe, ratified a package of wage and benefits cuts by a
vote of 366 to 179.

The Journal relates that the labor contract will save Boston Globe
about $10 million per year.  The report states that almost 700
members of the Guild will get a 5.94% pay cut along with a number
of other concessions, including:

     -- unpaid furloughs,
     -- a pension freeze, and
     -- the elimination of job guarantees for many members.

Boston Globe spokesperson Robert Powers said in a statement, "We
deeply appreciate the sacrifices that Guild members are making to
help sustain the Boston Globe's mission of delivering high-quality
journalism to the greater Boston community."

The New York Times Co., a leading media company with 2008 revenues
of $2.9 billion, includes The New York Times, the International
Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-
FM and more than 50 Web sites, including NYTimes.com, Boston.com
and About.com.  The Company was founded in 1896.

                           *     *     *

As reported in the Troubled Company Reporter on December 4, 2008,
the NY Times cut its quarterly dividend by 74%, as part of an
effort to conserve cash.  The NY Times said that it took steps to
lower debt and increase liquidity, including reevaluating its
assets.  The NY Times has laid off employees, merged sections of
the NY Times and Globe to reduce printing costs, and consolidated
New York area printing plants this year.

The TCR reported on May 25, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured issue-
level ratings on New York City-based newspaper publisher The New
York Times Co. to 'B' from 'B+'.  These ratings were removed from
CreditWatch, where they were placed with negative implications
April 22, 2009.  The rating outlook is stable.

According to the TCR on April 28, 2009, Moody's Investors Service
downgraded The New York Times Company's Corporate Family Rating
and Probability of Default ratings to B1 from Ba3 and ratings on
the senior unsecured notes to B1 from Ba3.  The Company's
speculative grade liquidity rating remains SGL-3 and the rating
outlook is negative.


NOBLE INT'L: ArcelorMittal Purchases European Laser Welded Unit
---------------------------------------------------------------
ArcelorMittal SA completed its acquisition of all the issued and
outstanding shares of Noble European Holdings B.V., a Dutch
private limited liability company engaged in laser welded blanks
operations primarily in Europe.

On May 8, 2009, ArcelorMittal signed a definitive purchase
agreement with Noble BV's parent Noble International, Ltd., which
has filed for reorganization under the bankruptcy laws of the
United States on April 15, 2009.  The purchase was made under
section 363 of Chapter 11 of the U.S. Bankruptcy Code by
authorization of the United States Bankruptcy Court for the
Eastern District of Michigan.

As reported by the Troubled Company Reporter, despite objection
from the official committee of unsecured creditors, Noble won
approval on May 29, 2009, to sell its European business to
European steelmaker ArcelorMittal.  ArcelorMittal will pay $2.1
million in cash and take the business subject to all debt,
including a $108 million bank loan, Bloomberg's Bill Rochelle
said.

ArcelorMittal was the previous owner of the business, and sold it
to Noble for $300 million in 2007.

Early this month, ArcelorMittal obtained European Union regulatory
approval to proceed with the acquisition.  According to Reuters,
the European Commission, the 27-nation EU's executive arm, said
the merger would not lead to any significant change in the market
as the company would continue to face several competitors in the
flat carbon steel market.

Noble BV is a leading European manufacturer of tailored blanks
with operations in Belgium, France, Germany, Spain, the UK,
Slovakia, Australia and joint ventures in Mexico, China and India.
It employs 481 full time employees and had revenues of
EUR340 million in 2008.

                        About ArcelorMittal

ArcelorMittal -- http://www.arcelormittal.com/-- is a global
supplier of steel, with operations in more than 60 countries.  In
2008, ArcelorMittal had revenues of $124.9 billion and crude steel
production of 103.3 million tonnes, representing approximately 10%
of world steel output.  ArcelorMittal is listed on the stock
exchanges of New York (MT), Amsterdam (MT), Paris (MT), Brussels
(MT), Luxembourg (MT) and on the Spanish stock exchanges of
Barcelona, Bilbao, Madrid and Valencia (MTS).

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NOBLE INT'L: Asks Court to Establish August 31 Bar Date
-------------------------------------------------------
Noble International, Ltd., et al., ask the U.S. Bankruptcy Court
for the Eastern District of Michigan to establish August 31, 2009,
at 5:00 p.m. as the general bar date for the filing of proofs of
claim against the Debtors, and October 15, 2009, at 5:00 p.m. as
the bar date with respect to all governmental units.

As proposed, creditors may be permitted to submit proofs of claim
in person, by courier or by mail, but not by facsimile or other
electronic means.  Proofs of claim will only be deemed filed when
actually received by Administrar Services Group, LC, the court
appointed claims agent for the Debtors, addressed to:

   Administrar Services Group, LLC, as Agent for the
     United States Bankruptcy Court
   Re: Noble International Ltd., et al.,
   Claims processing
   8475 Western Way, Suite 110
   Jacksonville, FL 32256

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No.
09-51720).  The Debtors proposed Foley & Lardner LLP as their
general bankruptcy counsel.  Conway Mackenzie, Inc., has been
tapped as the Debtors' financial advisors.  Administrar Services
Group, LLC, is the Debtors' claims agent.  The official committee
of unsecured creditors is represented by Jaffe Raitt Heuer &
Weiss, P.C.  The Debtors disclosed total assets of $190,763,000
and total debts of $38,691,000, as of January 10, 2009.


NOBLE INT'L: Can Obtain $2,280,000 in New Loans
-----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
entered a second order granting Noble International, Ltd., et al.,
authorization to obtain $2,280,000 in new loans from General
Motors Corporation, Ford Motor Company and Chrysler LLC (the
"Customers"), in accordance with a budget.

The new loans will be secured by accounts receivable generated for
the period from July 1, 2009, through July 31, 2009.

The Debtors say they are in the final states of liquidating their
assets and need the new loan to continue efforts to maximize value
for completing their asset sales.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No.
09-51720).  The Debtors proposed Foley & Lardner LLP as their
general bankruptcy counsel.  Conway Mackenzie, Inc., has been
tapped as the Debtors' financial advisors.  The official committee
of unsecured creditors is represented by Jaffe Raitt Heuer &
Weiss, P.C.  The Debtors disclosed total assets of $190,763,000
and total debts of $38,691,000, as of January 10, 2009.


NORTEL NETWORKS: MatlinPatterson Unit Offers $725MM for CDMA, LTE
-----------------------------------------------------------------
MPAM Wireless, Inc., an affiliate of MatlinPatterson Global
Opportunities Partners III L.P., submitted to Nortel Networks
Corp. and its creditor constituencies a proposal to acquire
substantially all of Nortel's CDMA and LTE Access assets for
US$725 million.

MatlinPatterson believes that its alternative proposal is higher
and better than the "stalking horse" bid from Nokia Siemens
Networks B.V. and provides, on multiple fronts, a superior outcome
for Nortel and all of its stakeholders.

As reported by the Troubled Company Reporter on June 22, 2009, the
Nortel Debtors entered into a "stalking horse" asset sale
agreement with Nokia Siemens for the sale of substantially all of
its CDMA business and LTE Access assets for US$650 million.  The
agreement with NSN specifies that at least 2,500 employees would
have the opportunity to continue with NSN.  This represents a
significant portion of the employees associated with the assets
being sold.

MatlinPatterson has been closely following the Nortel bankruptcy
and has engaged a highly experienced set of advisors, including a
team of industry experts led by former Nortel executives Dion
Joannou, Richard Piasentin and Tony Pirih, to assist in evaluating
transaction alternatives.  Following Nortel's announcement of
NSN's selection as a "stalking horse" to acquire the CDMA and LTE
Access assets, MatlinPatterson recognized it would have to
expedite its strategy to form a "New Nortel" in order to maximize
value for all stakeholders.  Through an exhaustive due diligence
process led by its team of advisors, which also includes former
executives of AT&T Wireless, Alltel and Motorola, MatlinPatterson
determined that these assets can form the basis of a stand-alone
enterprise with long-term viability that will meet the needs of
all stakeholders.  This independently held business would provide
a range of opportunities -- from additional bolt-on acquisitions
to partnerships to reinvention and new ideas from within the
technology asset base.

MatlinPatterson issued an open letter to Nortel's employees,
customers, suppliers and other stakeholders in connection with its
effort to maximize value to the estate by forming a new enterprise
around the selected CDMA and LTE Access assets:

     Fellow Nortel Stakeholders:

     Nortel is a unique company with a rich heritage, talented
     employees, an enviable customer base and innovative
     technologies.  MatlinPatterson recognizes the value inherent
     in Nortel and believes that its proposal is the best way to
     maximize this value.

     MatlinPatterson is confident that the CDMA and LTE Access
     assets can emerge from bankruptcy as a reinvigorated,
     independent company. We have significant experience investing
     in this industry, and we have spent considerable time over
     the last several months evaluating Nortel's businesses. As
     such, and because MatlinPatterson has been an investor in
     Nortel for some time now, we are unwilling to accept and will
     actively take steps to prevent a 'fire sale' of Nortel's core
     assets followed by the wholesale liquidation of the remaining
     businesses.

     Having worked expeditiously during the short timeframe
     provided by the U.S. Bankruptcy Court, MatlinPatterson and
     its dedicated team of advisors, through MPAM Wireless, Inc.,
     have today put forward an alternative proposal that we
     believe represents a significant step towards forming a
     reorganized, viable and strong New Nortel.

     MPAM Wireless's alternative proposal is substantially similar
     to the NSN proposal, but it is notably different in that it
     offers $75 million more than NSN's bid for the selected CDMA
     and LTE Access assets, it provides existing creditors with
     the opportunity to participate side-by-side with MPAM
     Wireless in its investment, and it creates potentially value-
     enhancing alternatives for additional Nortel assets other
     than liquidation.  MPAM Wireless's proposal also creates
     opportunities to form strategic partnerships with industry
     leaders to further leverage the Nortel assets, including the
     development of the LTE Access assets.  We welcome the
     opportunity to develop these alliances.

     MatlinPatterson, through its affiliate, has submitted an
     alternative proposal because we believe that Nortel's assets,
     its technologies and its people are outstanding. Nortel's
     CDMA business remains highly valuable and will continue to
     generate strong cash flow for many years to come.
     MatlinPatterson has a long-term investment outlook, and if we
     are successful in acquiring the CDMA and LTE Access assets,
     we will commit to achieving their full potential: we will
     look to partner with the existing Nortel management team and
     we will pursue opportunities to acquire additional Nortel
     assets as they become available during the Nortel Chapter 11
     cases. We believe that Nortel's assets, under the right
     stewardship, can form the core of a reorganized Nortel with a
     bright future as a well-capitalized, stand-alone entity.

     We are confident that our proposal provides the best outcome
     for all of Nortel's stakeholders, as detailed below:

     Benefits of MatlinPatterson's Proposal

     For All Stakeholders

        -- Creates a strong, independent entity that is
           financially stable and well-positioned for long-term
           viability, growth and success.

        -- Alleviates much of the uncertainty that has surrounded
           the company over the last several months.

        -- Creates opportunities to explore value-enhancing
           alternatives with numerous potential strategic
           partners.

        -- Facilitates international opportunities.  Although the
           CDMA international assets are excluded from this
           transaction, MatlinPatterson recognizes the value of
           existing relationships and opportunities available with
           Nortel's international stakeholders and together with
           management will seek to re-develop long-term
           relationships.

        -- Allows a highly-experienced investor with a long-term
           investment outlook and a track-record of working
           successfully with existing management teams to begin
           working to restore Nortel to a preeminent position in
           the technology and telecommunications industries.

     For Employees

        -- Preserves as many, if not more, jobs as the NSN
           proposal with the potential to save many thousand more
           Nortel jobs.

        -- Enables the Nortel assets to be part of an independent
           company with financial strength, substantially reduced
           debt and the support of a committed long-term equity
           sponsor.

        -- Provides the opportunity for current Nortel employees
           to continue working for a strong, independent Nortel,
           rather than working for a relatively small subsidiary
           of a corporate conglomerate.

        -- Affords Nortel's strong management team, talented
           engineers and committed employees with the opportunity
           to work together with a focused and committed financial
           partner that has sufficient capital and the long-term
           investment outlook needed to create a highly-
           competitive and profitable company.

     For Customers and Suppliers

        -- Provides a smooth transition and continuity of normal
           Commercial relations.

        -- Allows Nortel to remain a viable business partner so
           that Nortel's existing business relationships can
           continue without disruption.

        -- Ensures that the company has the financial flexibility
           to support its legacy footprint while continuing to
           invest in a world-class roadmap for the evolution of
           installed technologies.

        -- Positions MatlinPatterson to acquire additional Nortel
           assets to meet the global needs of the existing
           customer base.

        -- Enables the continuation of existing business
           relationships for many years to come through
           MatlinPatterson's long-term commitment to the Nortel
           assets.

        -- Provides customers the opportunity to enter into long-
           term supply commitments and to receive certain
           technology assurances.

        -- Allows key customers to participate in shaping the
           strategy for these assets through the advisory board
           that MatlinPatterson intends to establish.

     MatlinPatterson appreciates the support that it has received
     from other Nortel creditors as well as the company's
     employees, customers, suppliers and other stakeholders.
     We look forward to successfully completing this process, to
     creating a brighter future for Nortel, and to working with
     Nortel's talented employees and customers around the world
     for many years to come.

BMO Capital Markets and Broadpoint.Gleacher Securities Group are
serving as financial advisors to MatlinPatterson and Blake,
Cassels & Graydon LLP and Bracewell & Giuliani LLP are serving as
legal advisors.

               About MatlinPatterson Global Advisers

MatlinPatterson Global Advisers LLC is a $9 billion global private
equity franchise.  Over a 14-year period, MatlinPatterson has
successfully invested across a broad range of industries, making
over 70 investments in over 40 countries.  MatlinPatterson was
established in 2002 and the firm's investment partners have an
average experience of over 14 years and, together with an
experienced team of over 60 individuals, has created a strong
record of working with management teams to further their strategic
plans.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVEMBER 2005: SOLA Wants Chapter 11 Trustee to Oversee Case
------------------------------------------------------------
SOLA Ltd., a second-lien secured creditor of November 2005 Land
Investors, L.L.C., asks the U.S. Bankruptcy Court for the District
of Nevada to appoint a Chapter 11 trustee in the Debtor's
bankruptcy case.

According to NetDocket, SOLA said November 2005 Land Investors is
indirectly owned by four homebuilders (AWH North, LLC; Standard
Pacific of Las Vegas, Inc.; McCormick North, LLC and Olympia NLV
Associates, L.L.C.) and was formed to co-develop the
infrastructure for a 2600 acre master-planned community in North
Las Vegas, Nevada.  The intention was for the debtor and DHRI,
Inc. -- an affiliate of DR Horton, Inc. -- to develop the
infrastructure to the point where "sizable parcels" could be sold
to homebuilders who would then construct homes on the parcels and
sell those homes to the public.

According to NetDocket, SOLA wants a Chapter 11 trustee "to
oversee and protect stakeholder interests against abuses likely to
arise in this case due to the numerous affiliate relationships
that permeate the Debtor's business, which have already begun to
affect the decision making the Debtor has exercised with its
primary negotiation partners in this restructuring thus far."

According to NetDocket, SOLA alleges that, while it "does not
allege fraud or classic mismanagement . . . it is nonetheless
abundantly apparent that the Debtor has begun to engage in
curious, economically irrational behavior that can only be
explained when the Court focuses on the less than arms-length
nature of those with whom the Debtor is negotiating -- stemming
from the relationships among the Debtor's parent, the members of
the Debtor's parent and their affiliates (each of which are
counterparties to the Debtor's most valuable contracts)."

According to NetDocket, SOLA asserts that November 2005 Land
Investors is voluntarily restructuring and amending contracts with
its equity holders -- and failing to attempt to enforce guarantees
provided by its owners' affiliates -- to the detriment of its
creditors.  Therefore, SOLA claims that the appointment of a
trustee is warranted in order to "ensure that arms-length
negotiations take place and that the Debtor is properly exercising
its sound business judgment with respect to potential
restructuring terms (including, without limitation, with respect
to the Adequate Protection Motion and the DIP Financing Motion),
in order to maximize value for the estate and its creditors."

                        About November 2005

November 2005 Land Investors, L.L.C., based in Las Vegas, filed
for Chapter 11 protection on May 8, 2009 (Bankr. D. Nev. Case No.
09-17474).  Mike K. Nakagawa handles the case.  Richard F. Holley,
Esq., serves as bankruptcy counsel.  The Debtor disclosed
estimated assets and debts of $100 million to $500 million.


NV BROADCASTING: Proposes Polsinelli Shughart as Bankr. Co-Counsel
------------------------------------------------------------------
NV Broadcasting, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Polsinelli Shughart PC as co-counsel.

Polsinelli will, among other things:

   a. take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   b. provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their businesses and management of their properties; and

   c. negotiate, prepare and pursue confirmation of a plan and
      approval of a disclosure statement;.

Polsinelli will work closely with Lord Bissell & Liddell LLP, the
proposed lead counsel in the Chapter 11 cases, to avoid
duplication of efforts.

Prior to NV Broadcasting's petition date, Polsinelli received a
$75,000 evergreen retainer.

The hourly rates of Polsinelli's personnel are:

     Shareholders                      $250 - $475
     Associates and Senior Counsel     $175 - $235
     Paraprofessionals                  $75 - $125

The professionals expected to represent the Debtors, and their
respective hourly rates are:

     Christopher A. Ward, shareholder       $400
     Justin K. Edelson, associate           $225
     Shanti M. Katona, associate            $210
     Caretta Whitten, legal assistant       $125

To the best of the Debtors' knowledge, Polsinelli is a
"disintersted person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Polsinelli Shughart PC
     222 Delaware Avenue, Suite 1101
     Wilmington, DE 19801
     Tel: (302) 252-0920
     Fax: (302) 252-0921

                    About New Vision Television

New Vision Television -- http://newvisiontv.com/-- owns and
operates 14 major network-affiliated television stations across
the United States.   It has corporate offices in Atlanta and Los
Angeles.

NV Broadcasting LLC, doing business as New Vision Television, and
its affiliates, NV Media LLC and NV Television LLC, filed for
Chapter 11 on July 13, 2009 (Bankr. D. Del. Case No. 09-12473).
NV Broadcasting listed $10 million to $50 million in assets and
$100 million to $500 million in liabilities in its petitin.

Attorneys at Locke Lord Bissell & Liddell LLP serve as general
bankruptcy counsel.  The PBC Debtors selected Womble Carlyle
Sandridge & Rice, PLLC as their counsel. Moelis & Company LLC
serves a financial advisor.  The claims agent is BMC Group Inc.


PLIANT CORP: Committee Opposes Delay of Plan Process
----------------------------------------------------
The official committee of unsecured creditors in Pliant Corp.'s
case are staving off efforts by Pliant to stay court orders
eliminating exclusivity and allowing private equity fund Apollo
Management to put forth a competing restructuring plan, claiming
that any delay in the proceedings would cause the creditors
irreparable harm, according to Law360.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


QUEBECOR WORLD: Emerges From Chapter 11 and CCAA Protection
-----------------------------------------------------------
Quebecor World Inc. and its affiliated debtors and debtors-in-
possession have successfully emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.

They have officially completed the reorganization and financial
restructuring contemplated in the Canadian Plan of Reorganization
and Compromise and the Joint Plan of Reorganization, including
successfully closing US$ 800 million exit financing facilities.
At closing, the Company drew approximately US$540 million with
which it has repaid in full its DIP credit facility.

As part of the implementation of the Plans, the Company's
previously issued and outstanding Multiple Voting Shares,
Redeemable First Preferred Shares and Subordinate Voting Shares
have been effectively cancelled and the reorganized Company has
issued (in escrow) 73,285,000 Common Shares, 12,500,000 Class A
Convertible Preferred Shares, as well as 10,723,019 Series I
Warrants and 10,723,019 Series II Warrants.  In accordance with
the terms of the Plans, the initial distribution to creditors and
the listing and trading of the Common Shares, Series I Warrants
and Series II Warrants on the Toronto Stock Exchange (TSX: WC) is
expected to take place as soon as practicable but in any event
within 30 days.

In connection with Company's exit from protection and as part of
the implementation of the Plans, the names of the entities in the
Company's group are to change to World Color Press Inc. or
derivatives thereof, which was previously the name of one of the
merged companies that created Quebecor World in 1999.  The Company
intends to announce a renewed branding initiative during the next
60 days.

"This is an important and exciting day for the Company, its
customers, suppliers and employees.  I would like to thank
everyone who has supported us through this process," said Jacques
Mallette, President and CEO. "The restructuring and reorganizing
process has made us financially healthier and allowed us to start
fresh with a strong balance sheet and a leaner cost structure. We
believe the Company is now better positioned to meet the present
and future competition in the industry and to create value for our
stakeholders."

"I would also like to offer special thanks to our outgoing
directors and advisors who served the best interests of all our
stakeholders during the last 18 months, as well as our dedicated
employees who worked tirelessly to ensure our success. The future
looks promising and I look forward to working with our new
directors who will help us set a course for future growth," added
Mr. Mallette.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

Quebecor World said it will emerge from bankruptcy as a
reorganized new company to be called "Novink Corp."

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Renews Deal to Print Magazines for Schofield
------------------------------------------------------------
Quebecor World Inc. has signed a multiyear agreement with
Schofield Media Group to continue printing 18 business-to-business
magazines.  Titles covered under the renewal agreement include
U.S. Business Review, Manufacturing Today, Supply Chain Solutions,
Beverage World, Restaurant Business and other business sector
publications that reach corporate-level executives and decision-
makers.

"Schofield is a global leader in B2B magazine publishing with a
strong history of growth and innovation," said Kevin J. Clarke,
President of Quebecor World's Publishing Services Group. "We are
extremely pleased under this agreement to have the privilege of
printing for Schofield into the next decade."

Hugh Gildea, Schofield's Chief Financial Officer based in the
company's Chicago headquarters, said renewing long-term with
Quebecor World reflects Schofield's appreciation for a partnership
approach to doing business: "Quebecor World has been a positive
and proactive partner and supplier as we have grown our
publications in North America. We take pride in the quality and
innovation we bring to our full portfolio of B2B titles, and
Quebecor World matches that commitment."

                   About Schofield Media group

Founded in 1999, Schofield Media Group publishes business-to-
business magazines and operates conferences and events in the
United States, Europe and Asia.  The company maintains offices in
London, Norwich and Essex in the United Kingdom and Boston,
Chicago, Seattle, Los Angeles and New York City in the United
States.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

Quebecor World said it will emerge from bankruptcy as a
reorganized new company to be called "Novink Corp."

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


READER'S DIGEST: Leclair, Gavin Appointed to Board of Directors
---------------------------------------------------------------
The Board of Directors of The Reader's Digest Association, Inc.,
on July 13, 2009, authorized an increase in the size of the Board
from eight to ten members and appointed:

     (1) Don Leclair as a director of the Company to fill the
         vacancy created by the expiration of Eric Schrier's term
         of service on the Board; and

     (2) Paula Gavin as a director of the Company to fill one
         vacancy created by the increased size of the Board,

each to serve until his or her successor shall be duly elected and
qualified or until his or her earlier death, resignation or
removal.  There remains one vacancy on the Board.

Neither Mr. Leclair nor Ms. Gavin was appointed to the Board
pursuant to any arrangements or understandings between them and
any other person, and no related party transaction with either of
them exists.  The Board also appointed Mr. Leclair and Ms. Gavin
to a newly-formed Special Committee of the Board.

Mr. Leclair, 57, retired from Ford Motor Company in 2008.  He
joined Ford in 1976, serving in various financial roles, most
recently as Chief Financial Officer from August 2003 to November
2008.  Prior to holding the CFO position, Mr. Leclair served as
Ford's Corporate Controller from November 2001 to July 2003, and
as the Controller of its North American Automotive Operations from
October 2000 to October 2001.

Ms. Gavin, 63, has served as the President of National Urban
Fellows, Inc. since June 2007.  From September 2004 to June 2007,
Ms. Gavin was the CEO for the New York City Center for Charter
School Excellence, a nonprofit organization that promotes the
development of charter schools, and she served as the President
and CEO of the YMCA of Greater New York from 1990-2004.  Prior to
her position with the YMCA, Ms. Gavin held multiple executive
positions with AT&T, before being named Vice President of Network
Operations where she supervised business planning, finance, and
personnel and training for AT&T's operational unit of 60,000.

                    About Reader's Digest

The Reader's Digest Association, Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including books (37% of 2007 revenue), magazines
(32%), recorded music collections and home videos (18%), and food
and gifts (9%).  A group of investors led by Ripplewood Holdings
L.L.C. (Ripplewood) acquired RDA in March 2007 and combined with
Ripplewood portfolio companies WRC Media, Inc. (Weekly Reader) and
Direct Holdings U.S. Corp. (Direct Holdings) in a transaction
valued at approximately $2.4 billion (including refinanced debt).
Annual revenue approximates $2.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on March 5, 2009,
Tiffany Kary Bloomberg News, citing a person familiar with the
matter, reported Reader's Digest hired Kirkland & Ellis LLP to
evaluate restructuring options, which include a possible
bankruptcy filing by the Company.  The source told Bloomberg
Reader's Digest is considering a pre-packaged or pre-arranged
bankruptcy in which much of the restructuring work is completed
out of court.

Citing Moody's Investors Service analyst John Puchalla, Bloomberg
said Reader's Digest's restructuring could take "a number of
different forms: an out of court restructuring, an in-court
restructuring, or a debt buyback."  According to the report, Mr.
Puchalla said that Reader's Digest has flexibility on its
covenants with lenders.

On February 19, 2009, Standard & Poor's Ratings Services lowered
its credit and issue-level ratings on the Company.  The corporate
credit rating was lowered to CCC from B-, the issue-level rating
of the Company's  senior secured debt was lowered to CCC from B-,
and the issue level rating on the Company's subordinated debt was
lowered to CC from CCC.  S&P stated that the rating outlook is
negative.  On February 20, Moody's downgraded its corporate family
rating and probability of default rating to Caa3 from B3, the
rating on the Company's senior secured credit facility to Caa2
from B2 and the rating on the Company's senior subordinated notes
to Ca from Caa2.  Moody's also stated that the rating outlook is
negative.

In a regulatory filing in May 2009, the Company said during the
third quarter of fiscal 2009, some of its lending institutions
closed five of its 10 international lines of credit, and the
outstanding balances were paid in full.  Furthermore, subsequent
to March 31, 2009 a lending institution lowered the amount
available to borrow on another international credit line.

Given the current global recessionary environment, the Company
said it may not generate sufficient earnings or have sufficient
liquidity to operate as a going concern.  The extreme volatility
in the financial, foreign exchange and credit markets globally has
compounded the situation, further impacting customer orders as
well as normal seasonality trends.  "These factors are impacting
our ability to accurately forecast our performance results and
cash position," the Company said.  "[W]e have a number of
initiatives underway and planned with a view of mitigating the
effects of the current economic environment; however; there can be
no assurances that our initiatives will be adequate."

At March 31, 2009, the Company had $2,815,900,000 in total assets
and $3,499,800,000 in total liabilities, resulting in $683,900,000
in stockholders' deficit.


READER'S DIGEST: Files SEC Form 15 to Suspend Filing Obligations
----------------------------------------------------------------
The Reader's Digest Association, Inc., filed a Form 15 with the
Securities and Exchange Commission to provide notice of the
statutory suspension of its filing obligation with respect to its
9% Senior Subordinated Notes due 2017 and Guarantees of 9% Senior
Subordinated Notes due 2017.

The Company said there are about 36 holders of record of the
securities as of July 16, 2009.

In March 2007, Reader's Digest issued $600,000,000 aggregate
principal amount of Senior Subordinated Notes due 2017 in a Rule
144A private offering.  In June 2008, RDA exchanged all of the
Original Notes for identical notes registered under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on
Form S-4 (which RDA subsequently amended) declared effective by
the Securities Exchange Commission on June 25, 2008.  The Original
Notes and the Senior Notes were each issued under an Indenture,
dated as of March 2, 2007, among RDA, the guarantors named
therein, and The Bank of New York, as trustee.

Pursuant to Section 15(d) of the Securities Exchange Act of 1934,
as amended, the duty of RDA to file reports under Section 13 of
the Exchange Act was suspended commencing with the fiscal year
beginning July 1, 2008, because the Senior Notes were held of
record by less than 300 persons as of that date.  The duty to file
such reports continued to be suspended on the first day of the
fiscal year beginning July 1, 2009 for the same reason.

RDA has nevertheless continued to file Exchange Act reports with
the Commission on a voluntary basis, pursuant to the terms of the
Indenture, which requires RDA to make the filings.

                     About Reader's Digest

The Reader's Digest Association, Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including books (37% of 2007 revenue), magazines
(32%), recorded music collections and home videos (18%), and food
and gifts (9%).  A group of investors led by Ripplewood Holdings
L.L.C. (Ripplewood) acquired RDA in March 2007 and combined with
Ripplewood portfolio companies WRC Media, Inc. (Weekly Reader) and
Direct Holdings U.S. Corp. (Direct Holdings) in a transaction
valued at approximately $2.4 billion (including refinanced debt).
Annual revenue approximates $2.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on March 5, 2009,
Tiffany Kary Bloomberg News, citing a person familiar with the
matter, reported Reader's Digest hired Kirkland & Ellis LLP to
evaluate restructuring options, which include a possible
bankruptcy filing by the Company.  The source told Bloomberg
Reader's Digest is considering a pre-packaged or pre-arranged
bankruptcy in which much of the restructuring work is completed
out of court.

Citing Moody's Investors Service analyst John Puchalla, Bloomberg
said Reader's Digest's restructuring could take "a number of
different forms: an out of court restructuring, an in-court
restructuring, or a debt buyback."  According to the report, Mr.
Puchalla said that Reader's Digest has flexibility on its
covenants with lenders.

On February 19, 2009, Standard & Poor's Ratings Services lowered
its credit and issue-level ratings on the Company.  The corporate
credit rating was lowered to CCC from B-, the issue-level rating
of the Company's  senior secured debt was lowered to CCC from B-,
and the issue level rating on the Company's subordinated debt was
lowered to CC from CCC.  S&P stated that the rating outlook is
negative.  On February 20, Moody's downgraded its corporate family
rating and probability of default rating to Caa3 from B3, the
rating on the Company's senior secured credit facility to Caa2
from B2 and the rating on the Company's senior subordinated notes
to Ca from Caa2.  Moody's also stated that the rating outlook is
negative.

In a regulatory filing in May 2009, the Company said during the
third quarter of fiscal 2009, some of its lending institutions
closed five of its 10 international lines of credit, and the
outstanding balances were paid in full.  Furthermore, subsequent
to March 31, 2009 a lending institution lowered the amount
available to borrow on another international credit line.

Given the current global recessionary environment, the Company
said it may not generate sufficient earnings or have sufficient
liquidity to operate as a going concern.  The extreme volatility
in the financial, foreign exchange and credit markets globally has
compounded the situation, further impacting customer orders as
well as normal seasonality trends.  "These factors are impacting
our ability to accurately forecast our performance results and
cash position," the Company said.  "[W]e have a number of
initiatives underway and planned with a view of mitigating the
effects of the current economic environment; however; there can be
no assurances that our initiatives will be adequate."

At March 31, 2009, the Company had $2,815,900,000 in total assets
and $3,499,800,000 in total liabilities, resulting in $683,900,000
in stockholders' deficit.


RH DONNELLEY: Fitch Affirms Issuer Default Ratings at 'D'
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn these ratings on R.H.
Donnelley Corp. and its subsidiaries:

RHD (Holding Company [HoldCo])

  -- Issuer Default Rating (IDR) 'D';
  -- Senior unsecured notes 'C/RR6'.

R.H. Donnelley, Inc. (RHDI; Operating Company [OpCo]; Subsidiary
of RHD)

  -- IDR 'D';
  -- Bank facility affirmed 'CC/RR3';
  -- Senior unsecured notes 'C/RR6'.

Dex Media, Inc. (DXI; HoldCo; Subsidiary of RHD)

  -- IDR 'D';
  -- Senior unsecured notes 'C/RR6'.

Dex Media West (DXW; Operating Company; Subsidiary of DXI)

  -- IDR 'D';
  -- Bank facility 'B-/RR1';
  -- Senior unsecured 'C/RR4';
  -- Senior subordinated 'C/RR6'.

Dex Media East (DXE; Operating Company; Subsidiary of DXI)

  -- IDR 'D';
  -- Bank facility 'CC/RR3'.

Ratings may be withdrawn after 30 days have elapsed following a
default.  The withdrawal of RHD's ratings reflects the company's
May 29, 2009 filing to voluntarily restructure its debt
obligations under the protection of Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.


SBA TELECOMMUNICATIONS: Moody's Puts 'Ba2' Rating on Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to new senior
unsecured notes issued by SBA Telecommunications, Inc., an
indirect wholly-owned subsidiary of SBA Communications Corp.  The
proceeds of the notes, together with cash on hand, are expected to
be utilized towards repayment of the outstanding 2005 mortgage
trust notes at the company's SBA Holdings subsidiaries, along with
repaying the outstanding borrowings under the company's credit
facilities.  As part of the rating action, Moody's assigned a Ba3
corporate family rating and a Ba3 probability of default rating to
SBAC.  In addition, Moody's assigned an SGL-1 short-term liquidity
rating, indicating very good liquidity.

Assignments:

SBA Communications Corp.

  -- Corporate Family Rating, Assigned Ba3
  -- Probability of Default Rating, Assigned Ba3
  -- Outlook, Assigned Stable

Issuer: SBA Telecommunications, Inc.

  -- $250 million Senior Unsecured Notes due 2016, Assigned Ba2,
     LGD2, 27%

  -- $250 million Senior Unsecured Notes due 2019, Assigned Ba2,
     LGD2, 27%

SBAC's Ba3 CFR reflects the company's high debt load and leverage
relative to peers, which is due in large part to debt-financed
acquisitions, and somewhat, to the company's previous shareholder-
friendly activities through 2008.  The rating does consider the
company's increased scale following the acquisitions of about
1,300 towers in 2008, as well as the expected stability of much of
its revenues, which are predominately derived from contractual
relationships with the largest wireless operators in the U.S.
Moody's believes that the fundamentals of the wireless tower
sector are likely to remain favorable through the next several
years and SBAC's good market position will enable its strong
earnings and cash flow momentum to enable it to continue to
delever, as it benefits from a full year's contribution of the
cash flows from the acquired towers.  Finally, the rating reflects
Moody's view that SBAC will likely remain acquisitive over the
ratings horizon, and will target adjusted Debt/EBITDA leverage
between 7.0x and 8.0x.

The SGL-1 liquidity rating reflects Moody's view that pro-forma
for the $500 million note offering, SBAC will have very good
liquidity characterized by solid operating cash flow, high cash
balances, and full access to its $320 million revolver, with no
near term debt amortization requirements.  However, the company
faces moderate intermediate term refinancing risk, given the
$1.1 billion securitization issue and the $320 million credit
facility that mature by the end of 2011.

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

Moody's most recent rating action was on August 1, 2006, at which
time Moody's withdrew SBAC's ratings, as all the rated debt had
been repaid.

Based in Boca Raton, Florida, SBAC is a wireless tower operator.


SBA TELECOMMUNICATIONS: S&P Assigns 'BB' Rating on $500 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it  assigned its 'BB'
rating and '1' recovery rating to SBA Telecommunications Inc.'s
proposed $500 million of unsecured notes, consisting of
$250 million due in 2016 and $250 million due in 2019, to be
issued under Rule 144A with registration rights.  Proceeds will be
used for the repayment of debt and for general corporate purposes.
The '1' recovery rating indicates expectations for very high (90%-
100%) recovery of principal in the event of default.

S&P also assigned a 'B+' corporate credit rating to Boca Raton,
Florida-based parent tower operator SBA Communications Corp.  The
outlook is stable.  S&P expects total pro forma debt to be about
$2.6 billion.

"The rating reflects the company's highly leveraged capital
structure and large refinancing risk in the 2011 timeframe," said
Standard & Poor's credit analyst Catherine Cosentino.  Debt to
EBITDA of around 9.5x (adjusted for operating leases) and a
November 2011 anticipated repayment date on $1.1 billion of
securitization debt are factors that largely overshadow the strong
investment-grade business risk characteristics of SBA's tower
leasing business.


SEMGROUP LP: BofA Wants Receiver for SemCanada, et al.
------------------------------------------------------
Bank of America, N.A., as administrative agent under a Credit
Agreement, asked the Honorable Madame Justice Romaine in the
Court of Queen's Bench of Alberta, in the Judicial District of
Calgary, Canada, to lift the stay of proceedings against
SemCanada Energy Company, A.E. Sharp Ltd., CEG Energy Options,
Inc., 3191278 Nova Scotia Company and 1380331 Alberta ULC, to
allow BofA to apply for:

  -- an order appointing Ernst & Young Inc. as receiver of each
     of the Applicants; and

  -- a bankruptcy order against each of SemCanada Energy, A.E.
     Sharp and CEG Energy, as Canadian Guarantors under the
     Credit Agreement.

BofA asserted that as of July 30, 2008, the Canadian Debtors
suspended payment of their pre-filing debts.  BofA pointed out
that the Applications have no ongoing business and no prospect
for a restructuring of any kind.  Against this backdrop, a
receivership of the Applications and the bankruptcy of the
Canadian Guarantors is the most appropriate and efficient method
to complete the realization of the Applicants' assets, BofA told
the Court.  BofA added that Ernst & Young had consented to act as
receiver of the Applicants.

Subsequently, SemCanada Group asked the Honorable Madame to
adjourn hearing on BofA's Application from June 24, 2009, to
August 11, 12, or 13, 2009.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Court Approves Sale Process for SemFuel Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bidding procedures governing the sale of the three asset
groups of Debtor SemFuel, L.P.  All objections to the proposed
bidding procedures and sale notice that have not been withdrawn,
waived, or settled and all reservations of rights are overruled on
the merits.

The Court also authorizes the Debtors to pay the break-up fees
due to each of the purchaser of the Asset Groups in the event
that any of the assets are sold to a party other than the
Stalking Horse Bidder.  The asset purchase agreements entered
with QuikTrip Corporation, Magellan Pipeline Company, L.P. and
U.S. Oil Co., Inc. will be deemed terminated upon Court approval
of a competing bid.

In the event the Debtors timely receive one or more qualified
bids, the Debtors will conduct an auction on August 3, 2009.

Judge Shannon will convene a hearing to consider the sale of the
assets either pursuant to the APAs entered into with the Stalking
Horse Bidders or a competing bid on August 13, 2009.  Objections
to the Sale are due August 6, 2009.

Judge Shannon also authorizes the Debtors to assume and assign
contracts under the APAs.  To the extent cure amounts under the
assumed contracts are undisputed, the Debtors will pay the
proposed cure amounts on or before closing of the sale.  To the
extent the Cure Amounts are disputed, the Debtors will pay the
undisputed portions of the Disputed Cure Amounts on or before the
closing and place the disputed portions in an escrow.

The Debtors, according to Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, have diligently
evaluated restructuring and cost-cutting measures designed to
maximize the value of SemFuel's assets, which are grouped into:

  Group 1 -- assets located in Fort Worth, Texas

  Group 2 -- assets located in Green Bay, Wisconsin; Bettendorf,
             Iowa; and Rogers City, Michigan

  Group 3 -- assets located in El Dorado, Kansas; Des Moines,
             Iowa; and Glenpool and West Tulsa, Oklahoma

  Group 4 -- assets located in Bryan, Texas

  Group 5 -- assets located in Houston, Texas

The Debtors, in mid-June 2009, entered into separate asset
purchase agreements with:

  -- QuickTrip Corporation whereby QuickTrip agreed to purchase
     the Asset Group 1 for $14,125,000;

  -- U.S. Oil Co., Inc., whereby U.S. Oil agreed to purchase
     Asset Group 2 for $14,000,000; and

  -- Magellan Pipeline Company, L.P., whereby Magellan agreed to
     purchase Asset Group 3 for $23,000,000.

                         QuickTrip APA

The QuikTrip APA contains these salient terms:

  (a) The purchase price will be (i) $14,125,000, plus (ii) an
      amount equal to Estimated Working Capital, plus (iii)
      assumption of Assumed Liabilities.  The Closing Date
      payment will be paid (x) an amount equal to Transferred
      Assets Purchase Price, plus (y) the Estimated Working
      Capital, minus (z) an amount equal to the Escrow Amount.

  (b) SemFuel will sell and assign, free and clear of liens
      (i) owned terminal assets; (ii) assumed contracts; and
      (iii) inventory of SemFuel as of the closing date.

  (c) On the closing date, QuikTrip will assume and pay
      liabilities:

      -- arising under any Assumed Contracts, other than amounts
         due as a result of prior defaults or deficiencies;

      -- related to the transferred assets in all cases, whether
         relating to period before, on or after the Closing
         Date, including all environmental liabilities and
         obligations, other than any liability or obligations of
         SemFuel arising from litigation between Citgo Petroleum
         Corporation and Prime Rail Interest, Inc., related to
         the Voluntary Cleanup Program on Prime Rail's property
         adjacent to the Fort Worth terminal; and

      -- arising under the Workers' Adjustment and Retraining
         Notification Act related to transactions.

  (d) On the closing date, SemFuel will assume and assign to
      SemFuel a Software License Agreement entered between
      SemFuel and Toptech Systems, Inc.

  (e) At closing, SemFuel will pay cure amounts due under the
      Assumed Contracts.  To the extent that the aggregate cure
      amount exceeds $100,000, then, prior to the assumption of
      the Assumed Contracts by QuikTrip, QuikTrip will deposit
      with SemFuel amounts necessary to pay all cure amounts in
      excess of the $100,000 Cure Cap.

  (f) QuikTrip has made a cash deposit for $2,118,750 in
      connection with the sale of Transferred Assets.

  (g) QuikTrip APA provides for a break-up fee of $250,000,
      payable in the event the agreement is terminated, provided
      that the Break-up Fee will not be due and payable if a
      Purchaser Material Adverse Effect has occurred or
      QuikTrip has breached any of its obligations,
      representations or warranties in the QuickTrip APA.

  (h) QuickTrip APA will be terminated:

      -- at any time prior to the closing date by the consent of
         the parties;

      -- by either party, if the closing has not occurred on or
         before September 1, 2009; provided, however, that the
         terminating party is not in breach of its obligations
         under the QuickTrip APA;

      -- by either party, if the Court enters an order approving
         a Competing Bid and SemFuel executes a definitive
         agreement of the Competing Bid; or

      -- by either party, if there is any applicable law
         that makes consummation of the transactions under the
         QuikTrip APA illegal.

A full-text copy of the QuikTrip APA is available for free
at http://bankrupt.com/misc/SemGroup_QuikTripAPA.pdf

                         U.S. Oil APA

The U.S. Oil APA contains these salient terms:

  (a) U.S. Oil's total consideration will be $14 million, plus
      or minus estimated Working Capital, plus assumption of
      liabilities.  The closing date payment will be paid as an
      amount equal to the Purchase Price, plus or minus the
      Estimated Working Capital, less accounts receivable, minus
      escrow amount, plus the aggregate amount of the Accounts
      Receivable, plus the deposit with Lakeside Oil Co., Inc.

  (b) SemFuel will sell and deliver to U.S. Oil, free and clear
      of liens (i) owned terminal assets; (ii) owned storage
      facilities; (iii) leased terminal assets; (iv) fuel
      distribution assets; (v) assumed contracts; (vi) inventory
      of SemFuel as of closing date; (vii) accounts receivable;
      and (viii) rights to causes of action.

  (c) U.S. Oil will assume and pay liabilities arising under any
      Assumed Contracts; all environmental liabilities and
      obligations; for taxes relating to the transferred assets
      for all taxable periods beginning after the closing date;
      and reflected within Working Capital.

  (d) U.S. Oil will arrange for the letters of credit,
      performance bonds, guarantees and similar assurances to be
      surrendered and cancelled prior to closing, and if
      required by the applicable counterparty, replaced with
      other letters of credit, performance bonds, guarantees or
      assurances, as applicable.

  (e) SemFuel will pay cure amounts due under the Assumed
      Contracts on or before the closing date.  To the extent
      that the aggregate cure amount exceeds $100,000, then,
      prior to the assumption of the Assumed Contracts by U.S.
      Oil, U.S. Oil will deposit with SemFuel amounts necessary
      to pay all cure amounts exceeding the Cure Cap.

  (f) U.S. Oil has made a cash deposit for $2.1 million.

  (g) The U.S. Oil APA provides for a break-up fee of $280,000,
      payable in the event the U.S. Oil APA is terminated,
      provided, however that the Break-Up Fee will not be due
      and payable if a Purchaser Material Adverse Effect has
      occurred or U.S. Oil has breached any of its obligations
      in the U.S. Oil APA.

  (h) The U.S. Oil APA will be terminated:

      -- at any time prior to the closing date by consent of
         both parties;

      -- by either party, if the closing has not occurred on or
         before September 1, 2009; provided, however, that the
         terminating party is not in breach of its obligations
         under the U.S. Oil APA;

      -- by either party, if the Court enters an order approving
         a Competing Bid and SemFuel executes a definite
         agreement with the Competing Bidder; or

      -- by either party, if an applicable law makes
         consummation of the transactions under the U.S. Oil APA
         illegal.

A full-text copy of the U.S. Oil APA is available for free
at http://bankrupt.com/misc/SemGroup_USOilAPA.pdf

                     Magellan Pipeline APA

The Magellan APA contains these salient terms:

  (a) Magellan Pipeline will pay this total consideration to
      SemFuel $23 million, plus assumption of liabilities, minus
      an amount equal to SemFuel's pro-rated portion of Ad
      Valorem Taxes for the period from January 1, 2009, through
      and including the date preceding the closing date.  The
      Closing Date Payment will be paid as an amount equal to
      the purchase price, minus an amount equal to the escrow
      amount, minus the pro-rated taxes.

  (b) At the closing, SemFuel will sell free and clear of all
      liens to Magellan Pipeline these assets (x) owned storage
      facilities; and (y) assumed contracts;

  (c) As of the closing, Magellan Pipeline will assume and pay
      liabilities arising under any Assumed Contracts, and
      related to Transferred Assets, whether relating to periods
      before, on or after the Closing Date, including all
      Environmental Liabilities and Obligations.

  (d) The owned inventory of SemFuel will not be transferred to
      Magellan Pipeline.  Within three days of the closing,
      SemFuel will confirm to Magellan Pipeline that it no
      longer requires shipper status on Magellan Pipeline's
      pipeline and Magellan Pipeline will immediately reconsign
      all of SemFuel's inventory in Magellan Pipeline or its
      affiliates' pipelines to a central Oklahoma location to be
      sold by SemFuel.  SemFuel's ethanol inventory will remain
      at its current location and SemFuel will sell all
      inventory after the closing date.

  (e) SemFuel will pay the cure amounts due under the Assumed
      Contracts on or before the closing date.  To the extent
      the aggregate cure amount exceeds $100,000, then,
      prior to the assumption of the Assumed Contracts by
      Magellan Pipeline, Magellan Pipeline will deposit with
      SemFuel amounts necessary to pay all cure amounts
      exceeding the Cure Cap.

  (f) Magellan Pipeline has made a cash deposit for $2.3 million
      in connection with the Magellan APA.

  (g) The Magellan APA provides for a break-up fee of $230,000,
      payable in the event the Agreement is terminated.
      However, the Break-Up Fee will not be due and payable if a
      Purchaser Material Adverse Effect has occurred or Magellan
      Pipeline has breached any of its obligations in the
      Magellan APA.

  (h) The Magellan APA may be terminated:

      -- at any time prior to the closing date by consent of
         both parties;

      -- by either SemFuel or Magellan Pipeline if the closing
         has not occurred on or before September 1, 2009;
         provided, however, that the terminating party is not in
         breach of its obligations under the Magellan APA;

      -- by either party, if the Court approves a Competing Bid
         and SemFuel executes a definitive agreement with the
         Competing Bidder;

      -- by either party, if an applicable law makes
         consummation of the transactions under the Magellan APA
         illegal; or

      -- by either party, so long as neither of them is in
         breach of the Magellan APA.

A full-text copy of the Magellan APA is available for free
at http://bankrupt.com/misc/SemGroup_MagellanAPA.pdf

                      Bidding Procedures

To maximize the value of the Fort Worth Assets, the Debtors seek
the Court's authority to implement bidding procedures.  The
Debtors intend to conduct a single auction covering the sale of
SemFuel Asset Groups 1, 2, and 3 to allow Qualified Bidders to
submit bids for one or more SemFuel Asset Groups.

Any person or entity interested in participating in the Auction
must submit a Qualifying Bid on or before July 27, 2009, to (i)
counsel of the Debtors, (ii) financial advisor to the Debtors,
The Blackstone Group, (iii) counsel and financial advisors to the
Official Committee of Unsecured Creditors, and (iv) counsel and
financial advisor to Bank of America, N.A., agent for certain of
the Debtors' prepetition secured lenders and the DIP Lenders.

To be deemed a Qualified Bidder, a Qualified Bid must, among
others:

  * purchase at least one specified SemFuel Asset Group and,
    if an agreement has been executed with respect to that
    SemFuel Asset Group, upon the terms and conditions
    substantially set forth in the Agreement, and if no
    Agreement has been executed with respect to that SemFuel
    Asset Group, the Form APA;

  * state that the bidder will enter into a legally binding
    purchase and sale agreement or similar agreement;

  * include a clean and duly executed Asset Purchase and Sale
    Agreement and a marked Modified APA reflecting the changes
    from the applicable Agreement executed by the Purchaser;

  * state that the bidder is financially capable of consummating
    the transactions contemplated by the Modified APA;

  * specify each executory contract and unexpired lease that
    is to be assumed and assigned pursuant to the Modified APA;

  * not entitle the bidder to any transaction or break-up fee,
    expense reimbursement, or similar type of payment; and

  * include a cash deposit in an amount that represents the
    same percentage of the amount offered to purchase the
    applicable SemFuel Asset Group as the deposit amount set
    forth in the applicable Agreement for that SemFuel Asset
    Group bears to the purchase price, or if there is no
    agreement for that SemFuel Asset Group, 15% of the amount
    offered to purchase the applicable SemFuel Asset Group.

If a person has a contractual right of first refusal to purchase
SemFuel assets in any SemFuel Asset Group, the ROFR Holder will
be allowed to participate in the auction, if any, and will be
considered a Qualified Bidder if it submits a Modified APA.  Each
ROFR Holder will be permitted to match each higher bid submitted
by a Qualified Bidder at the auction with respect to that SemFuel
Asset Group and will not be required to comply with the bidding
increment requirements.

The Debtors provide these bidding increments for each SemFuel
Asset Group:

    Asset Group 1             $300,000
    Asset Group 2              350,000
    Asset Group 3              250,000
    Asset Group 4               50,000
    Asset Group 5               50,000

The Debtors will notify bidders whether their bids have been
determined to have qualified by July 31, 2009.

If no timely, conforming Qualified Bids, other than the
Agreement, are submitted by July 27, 2009, the Debtors may elect
not to hold an auction and, instead, will seek approval of the
Agreement with applicable Purchaser at a sale hearing scheduled
on August 13, 2009.  Objections to the sale are due August 6.

In the event that the Debtors timely receive one or more
Qualified Bids other than the Agreement for any SemFuel Asset
Group, the Debtors will conduct an auction on August 3, 2009.
The Debtors reserve the right to cancel the Auction at any time
by delivering notice of cancellation to all Qualified Bidders.

Good Faith Deposits will be returned to each bidder not selected
by the Debtors as the Successful Bidder or the Back-Up Bidder.
The Good Faith Deposit of the Back-Up Bidder will be held by the
Debtors until one day after the closing of the sale transaction
with the Successful Bidder.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Files 1st Amended Plan & Disclosure Statement
----------------------------------------------------------
SemGroup, L.P., and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware on July 13, 2009,
further amendments to their Joint Plan of Reorganization and the
Disclosure Statement explaining that Plan.

Under the July 13 Plan, the Debtors expect their total available
distributable value as of the Effective Date to be approximately
$2.246 billion, consisting of:

  -- $911 million in cash,
  -- $300 million in Second Lien Term Loan Interests, and
  -- $1.035 billion in New Common Stock and Warrants.

In addition, the Debtors and their Prepetition Lenders will
contribute certain causes of action and their proceeds to a
litigation trust to be created upon the effective date of the
Plan.  The Debtors will distribute interests in the Litigation
Trust to the holders of certain Allowed Claims.  The Debtors, as
of July 13, have not placed a value on the Litigation Trust.

The Debtors expect that their Cash on the Effective Date will
include restricted cash they will receive from J. Aron & Company
and BP Products North America, Inc., related to each of their
Undisputed Production Receivables.  The restriction on the Cash
received from J. Aron and BP can be lifted by a subsequent order
from the Bankruptcy Court and the Debtors said they will seek
that order in connection with the confirmation of the Plan.

The Debtors will retain approximately $50 million of the
estimated $911 million in Cash at the Effective Date for working
capital and general corporate purposes and will distribute the
remaining Cash, Second Lien Term Loan Interests, New Common
Stock, Warrants and interests in the Litigation Trust to holders
of Allowed Claims as provided in the Plan.

The Reorganized Debtors and the Prepetition Lenders will enter
into the Secured Second Lien Term Loan Facility with the
consummation of the Plan.  Under the Facility, the Prepetition
Lenders will be deemed to have loaned $300 million in aggregate
principal amount to the Reorganized Debtors.

                      Adequate Protection

The Debtors estimate that as of the Petition Date they owned
approximately $485 million of assets not pledged to secure any
prepetition claims.  The Debtors, in consultation with the
Administrative Agent for the Prepetition Lenders, believe that
the value of the Prepetition Lenders' collateral as of the
Petition Date will have diminished by approximately $403 million
as of the Effective Date.  Under the Plan, the adequate
protection claim of the Prepetition Lenders is satisfied by
allocation of value in the Reorganized Debtors and not by cash
payments.  The approximately $82 million of remaining previously
unencumbered value is allocated under the Plan to holders of
Unsecured Claims, including Claims entitled to administrative
priority under Section 503(b)(9) of the Bankruptcy Code.

              Administrative Expense Claims

The Debtors believe that the Allowed Claims entitled to priority
under Section 503(b)(9) as of the Petition Date total
$295 million.  The gross Section 503(b)(9) amount asserted by
claimants in their proofs of claim exceeds $295 million.  The
Debtors do not believe the net amount due to claimants will be
materially different from the $295 million scheduled.  If the
total value of allowed Section 503(b)(9) Claims materially
exceeds $295 million, the Debtors said they may be unable to
consummate the Plan because resolving Section 503(b)(9) Claims
for $295 million or less is a condition to the effectiveness and
consummation of the Plan.

           Secured Working Capital Lender Claims

Each Allowed Secured Working Capital Lender Claim under Classes
70 to 95 will receive its Pro Rata share of (i) Working Capital
Lender Effective Date Cash in an estimated amount of
approximately $445 million of Lender Cash, (ii) 62.0% or
$186 million in principal amount, of the Second Lien Term Loan
Interests, and (iii) 58.88%, or 24,375,465 shares, of New Common
Stock.  The Debtors estimate Allowed Secured Working Capital
Lender Claims to amount to $2.128 billion.  The Debtors project a
57.9% recovery for this Classes of Claims.

             Secured Revolver/Term Lender Claims

Each Allowed Secured Revolver/Term Lender Claim under Classes 96
to 121 will receive its Pro Rata Share of (i) Secured
Revolver/Term Lender Effective Date Cash in an estimated amount
of approximately $60 million, (ii) 38.0%, or $114 million in
principal amount, of the Second Lien Term Loan Interests, and
(iii) 36.12%, or 14,954,535 shares, of New Common Stock.  Secured
Revolver/Term Lender Claims are estimated to amount to
$811 million.  The Debtors project holders of claims under these
Classes to receive a 66.8% recovery on their claims.

                    Senior Notes Claims

If any of Classes 149 to 174 composed of Senior Notes Claims
votes to accept the Plan, then each holder of Allowed Senior
Notes Claim will receive its Pro Rata Share of (i) 3.75% of New
Common Stock, (ii) Warrants to purchase 3.75% of New Common
Stock, (iii) 30% of the Litigation Trust Interests, and (iv) the
Senior Notes Indenture Trustee Fees.

If all Classes of General Unsecured Claims vote to reject the
Plan and any Class of Senior Notes Claims votes to accept the
Plan, each Allowed Senior Notes Claim will be entitled to receive
its Pro Rata Share of the New Common Stock and Warrants that
would have been distributed to the holders of General Unsecured
Claims.

If each Class of Senior Notes Claims votes to reject the Plan,
then each holder of an Allowed Senior Notes Claim in that Class
will receive (i) 0.26%, or 105,809 shares, of New Common Stock,
(ii) 30% of the Litigation Trust Interests, and (iii) the Senior
Notes Indenture Fees.

If no Class of Senior Notes Claims votes to accept the Plan, then
the shares of New Common Stock and Warrants that would have been
distributed to the holders of Allowed Senior Notes Claim will be
re-allocated among the Classes of General Unsecured Claims that
vote to accept the Plan.  If no Class of General Unsecured Claims
vote to approve the Plan, then the shares of New Common Stock,
but not the Warrants, that would have been distributed to the
holders of Senior Notes Claims will be re-allocated among holders
of Allowed Lender Deficiency Claims.

                    Lender Deficiency Claims

Each holder of Allowed Lender Deficiency Claim will receive 60%
of the Litigation Trust Interests.  The Debtors estimate the
amount of Allowed Lender Deficiency Claims to total
$1.106 billion.

                          Canadian Plans

Seven of the Debtors' affiliates -- SemCanada Nova Scotia,
SemCAMS ULC, SemCanada Energy, A.E. Sharp Ltd., CEG Energy
Options, Inc., 3191278 Nova Scotia Company, and 1380331 Alberta
ULC -- filed plans of compromise in their insolvency proceedings
under the Canadian Companies' Creditors Arrangement Act.

Under the Canadian Plans, claims filed by professionals,
employees and SemCanada Nova Scotia in its capacity as DIP Lender
to SemCAMS, will continue to be paid in the ordinary course of
business or on implementation of the Canadian Plans.  These
groups of creditors will not be entitled to vote on the Canadian
Plans.

Other creditors, principally consisting of holders of builders'
and carriers' liens that are determined to have priority over the
Prepetition Lenders' security and unsecured claims, will comprise
a single class whose claims are compromised under the Canadian
Plans and who are entitled to vote on the Canadian Plans.

Holders of Exclusive Canadian Claims will receive under each of
the Canadian Plans cash distributions that will be paid from two
cash pools.  Holders of Exclusive Canadian Secured Claims will be
paid in full.  Holders of Exclusive Canadian Unsecured Claims
will receive their pro rata share of the applicable unsecured
claims pool, which pool is estimated to be approximately
C$4.1 million for SemCAMS ULC and C$10.5 million for SemCanada
Nova Scotia.

Under the SemCanada Nova Scotia Plan, a distribution will be made
to the Prepetition Lenders in respect of the portion of the total
claim of the Prepetition Lenders that will be treated as a
secured claim, which distribution is estimated to be
approximately C$98 million.

               Creditors' Committee Supports Plan

The Amended Disclosure Statement included the Official Committee
of Unsecured Creditors' statement unanimously supporting the Plan
as the best way to ensure a prompt and fair resolution of the
Debtors' Chapter 11 cases as a result of the compromise and
settlement it entered into with the Debtors.

A blacklined copy of the July 13 Plan is available for free at:

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

A blacklined copy of the July 13 Disclosure Statement is
available for free at:

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

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Goldman Sachs Files Objections to Plan Outline
-----------------------------------------------------------
Goldman Sachs Lending Partners LLC; the Official Producers'
Committee; New Dominion, L.L.C.; gas and oil producers J. Aron &
Company and Samson Resources Company; Murfin Drilling Company,
Inc.; and Koch Materials, LLC, opposed the Disclosure Statement,
accompanying the Debtors' First Amended Joint Plan of
Reorganization.

(1) OPC

The OPC complains that the Amended Disclosure Statement still
systemically "hides the ball" by failing to disclose important
aspects of the Amended Plan's mechanics that the Debtors, the
Lenders, and the Official Committee of Unsecured Creditors have
devised to deprive producers of their rights.

The OPC complains that the Disclosure Statement does note explain
how the restriction on cash needed to fund the Plan would be
lifted so that claims under Section 503(b)(9) of the Bankruptcy
Code could be paid, or if the funds would even be sufficient.
The OPC further contends that nowhere in the Disclosure Statement
says that the Producers will receive less than 100% on their
Section 503(b)(9) claims because OPC fees will be deducted from
those distributions.  Moreover, the OPC complains that the basis
for dissolution of the OPC post-confirmation is not cited in the
Disclosure Statement.

To the extent, the Disclosure Statement is approved, the OPC asks
the Court that its letter asking the Producers to vote against
the Amended Plan be included in the solicitation materials sent
to Producers.

New Dominion, L.L.C., joins in the OPC's Objection.

(2) Goldman Sachs

Goldman Sachs, a Lender under a Prepetition Credit Agreement with
the Debtors, and a holder of Secured Working Capital Lender
Claims, complains that the Disclosure Statement does not provide
Goldman Sachs the same treatment provided to all other
Prepetition Lenders under Section 1123(a)(4).  Under the Amended
Plan, Goldman Sachs complains that it will not receive releases,
which other members in its class will receive.

Accordingly, Goldman Sachs asserts that the Amended Plan should
be modified so that released actions do not exclude causes of
action against Goldman Sachs relating to the Prepetition Credit
Agreement or the DIP Financing Agreement.

(3) Oil Producers

To ensure the survivability of its rights under the Amended Plan,
J. Aron asserts that the Disclosure Statement should be modified
to state that the restrictions are integral to J. Aron's
protection against double payment for the same oil and J. Aron's
right to claim against the tender funds cannot be lifted without
furnishing of equivalent protection.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC, point out that the Amended Plan should
provide a treatment of secured claims asserted by producers in
the event the Producers prevail in their appeals.

Certain operators and interest owners, including Murfin Drilling
Company, Inc., LD Drilling, Inc., Davis Petroleum, Inc., RAMA
Operating Co., Inc., Vess Oil Corporation, Central Crude
Corporation, Redwing Gas Systems Inc., Beren Corporation, and
Berexco Inc., assert that the Disclosure Statement does not say
how the funds will be distributed to holders of Section 503(b)(9)
Claims or General Unsecured Claims.

(4) Koch Materials

Koch Materials, LLC, KMC Enterprises, LLC, and Koch Materials
Mexico, B.V., asphalt manufacturer, argue that the Disclosure
Statement is silent on whether the Debtors intend to perform
their obligations under a Purchase and Sale Agreement; or require
the Koch Entities to perform their remaining obligations while
the Debtors do not perform their duties.  Accordingly, the Koch
Entities ask the Court to direct the Debtors to insert a language
in the Disclosure Statement that will describe the dispute
between the Debtors and Koch Entities, a full-text copy of which
is available for free at http://ResearchArchives.com/t/s?3f69

          Debtors Respond to M. Coughlin's Objection

The Debtors, in response to the objection filed by Matthew F.
Coughlin, III, insist that they have the authority to formulate,
propose and prosecute their reorganization plan.  Mr. Coughlin's
continued efforts to hijack the Debtors' reorganization are
improper and should summarily rejected, Martin A. Sosland, Esq.,
at Weil, Gotshal & Manges LLP, in Dallas, Texas, asserts.

Mr. Coughlin, is one of the members of the management committee
of non-debtor SemGroup G.P., L.L.C., the sole general partner of
SemGroup LP.  Mr. Coughlin, together with John Catsimatidis,
objected to the approval of the Disclosure Statement on the
ground that the Plan and Disclosure Statement are ultra vires and
the Disclosure Statement fails to provide adequate and accurate
information concerning the ultra vires nature of the Plan and
Disclosure Statement.

Mr. Sosland states that on July 21, 2008, before Mr. Coughlin
maneuvered his way onto the Management Committee, the Management
Committee unanimously vested Terrence Ronan with authority to
file the Debtors' Chapter 11 cases and to take all actions
necessary to effectuate a successful reorganization.  That grant
of authority has never been withdrawn and remains in place, as
set forth by a July 17, 2009 written consent of the Management
Committee of SemGroup G.P., LLC, Mr. Sosland points out.

Contrary to Mr. Coughlin's arguments, Mr. Sosland contends that
Mr. Ronan's actions, including the filing of a reorganization
plan and disclosure statement, were not ultra vires.  Mr. Sosland
further argues that the Management Committee's delegation of
authority to Mr. Ronan is authorized by the operating agreement
and Oklahoma law.  Indeed, in January 2009, Mr. Coughlin tried to
undermine that authority through a proposed resolution that would
require his approval of any plan submitted by the Debtors, Mr.
Sosland cites.  Riverstone Global Energy, however, exercised its
right under the Operating Agreement to veto the proposed
resolution, ensuring that the reorganization would remain in the
hands of disinterested fiduciaries.

Accordingly, the Debtors who are set to emerge from bankruptcy
protection in September 2009, should be free to proceed with the
reorganization process, as authorized and directed by the
unanimous Management Committee, free from the continued
distraction and subversion of Coughlin, Mr. Sosland asserts.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Nexen Wants Canada Payouts Stayed Pending Appeal
-------------------------------------------------------------
Nexen Marketing asks the Justice of Appeal in the Court of
Appeal, in Calgary, Alberta, to grant it to leave to appeal an
order entered by Honorable Madam Justice Romaine in the Court of
Queen's Bench of Alberta, in the Judicial District of Calgary,
Canada, on April 24, 2009.  Nexen argues that the issues on
appeal are of importance to the practice of law, and the appeal
will not unduly hinder the progress of the Canadian Debtors'
proceedings.

The April 24 Order, which was entered on May 13, 2009, adjourned
sine die, the application of the Canadian Debtors and the Bank of
America to make interim distribution.  Madam Justice Romaine,
however, granted the Canadian Debtors and the Bank of America
leave to reapply with more current information if it becomes
apparent that potential prejudice identified to the unsecured
creditors is unlikely to materialize, can be avoided by other
measures or that the balance of prejudice and benefit has
shifted.

Nexen further asks the Justice of Appeal to stay the enforcement
of the April 24 Order, pending determination of the appeal.
Nexen points out that April 24 Order should be stayed pending
appeal, otherwise, payments made to the creditors will be
irretrievable and the appeal will be rendered moot.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: SemCanada Proposes Cross-Border Protocol
-----------------------------------------------------
SemCanada Crude Company, SemCams ULC, SemCanada Energy Company,
A.E. Sharp Ltd., CEG Energy Options, Inc., 3191278 Nova Scotia
Company and 1380331 Alberta ULC asked the Honorable Madame
Justice Romaine in the Court of Queen's Bench of Alberta, in the
Judicial District of Calgary, Canada, to approve and implement a
cross-border protocol, which is available for free at:

  http://bankrupt.com/misc/semgroup_cross-borderprotocol.pdf

The Applicants reminded the Honorable Madame that their parent,
SemGroup, L.P., and certain of its U.S. subsidiaries are under
Chapter 11 protection.  Against this backdrop, the Applicants
believe that approval and implementation of the Protocol will
assist in the efficient, orderly harmonization of the Applicants'
CCAA proceedings and the Chapter 11 proceedings.  The Applicants
noted that harmonization of the insolvency proceedings will
create the most stable conditions under which a successful
reorganization can be achieved.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SIX FLAGS: Fitch Affirms and Withdraws 'D' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn these ratings on Six
Flags, Inc., and its subsidiaries:

Six Flags

  -- Issuer Default Rating 'D';
  -- Senior unsecured notes 'C/RR6';
  -- Preferred stock 'C/RR6'.

Six Flags Operations Inc.

  -- IDR 'D';
  -- Senior unsecured notes 'C/RR6'.

Six Flags Theme Park Inc.

  -- IDR 'D';
  -- Secured bank credit facility 'CCC/RR2'.

Ratings may be withdrawn after 30 days have elapsed following a
default.  The withdrawal of Six Flags' ratings reflects the
company's June 13, 2009 filing to voluntarily restructure its debt
obligations under the protection of Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.


SPEEDWAY MOTORSPORTS: Moody's Changes Rating Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service changed Speedway Motorsports, Inc's
rating outlook to stable from negative and upgraded the company's
speculative-grade liquidity rating to SGL-2 from SGL-4.  The
rating actions follow SMI's announcement that it entered into a
new $300 million guaranteed senior secured revolving credit
facility due July 2012 to replace the commitment and borrowings
under SMI's previous $350 million revolver, whose Baa3 rating was
withdrawn.  SMI's Ba1 Corporate Family Rating and Probability of
Default Rating are not affected.

Outlook Actions:

Issuer: Speedway Motorsports, Inc.

  -- Outlook, Changed to Stable From Negative

Upgrades:

Issuer: Speedway Motorsports, Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-4

Withdrawals:

Issuer: Speedway Motorsports, Inc.

  -- $350 Million Senior Secured Bank Credit Facility due March
     2010, Withdrawn, previously Baa3, LGD2 -- 29%

The outlook revision and upgrade to SGL-2 reflect the improvement
in SMI's liquidity position as the new credit facility refinances
the existing revolver that was scheduled to mature on March 31,
2010 and moderately improves covenant headroom.  The new agreement
also allows SMI to exclude non-cash charges as a deduction to
EBITDA when calculating the financial maintenance covenants, which
Moody's views as reducing the risk of an impairment-driven
violation.  The SGL-2 rating reflects Moody's projection that SMI
will maintain a meaningful cash balance and generate free cash
flow of approximately $60 -- 75 million over the next 12 months,
and that SMI has a good near-term maturity profile as there are no
required debt payments until the revolver expires in 2012.
Moody's anticipates SMI will maintain compliance with its
financial covenants over the period despite pressure on consumer
and corporate spending, although Moody's projections indicate only
a modest level of covenant cushion.

The stable rating outlook reflects Moody's belief that SMI will
maintain sufficient liquidity over the next two years to manage
the likely pressure on EBITDA from weakness in client spending.
Debt-to-EBITDA leverage (3.1x LTM 3/31/09 incorporating Moody's
standard adjustments) is currently weak for the rating, but
Moody's anticipates SMI will maintain leverage at a 3x or lower
range over the longer term and expects debt-to-EBITDA to return to
this level once economic conditions improve.  However, debt-to-
EBITDA sustained above 3x due to debt-financed acquisitions,
shareholder distributions, development projects or a sustained
decline in profitability could lead to a downgrade.

The last rating action was on May 14, 2009 when Moody's assigned a
Ba1 rating to SMI's new $275 million senior notes due 2016.

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

SMI, headquartered in Concord, North Carolina, is the second
largest promoter, marketer and sponsor of motor sports activities
in the U.S. primarily through its ownership of seven major race
tracks including New Hampshire Motor Speedway, which SMI acquired
for $340 million in January 2008.  NASCAR sanctioned events
account for the majority of SMI's approximate $600 million annual
revenue.


WHE HOLDINGS: Has $1.8-Mil. DIP Financing Offer from Chiron
-----------------------------------------------------------
West Hawk Development Corp.'s subsidiaries, West Hawk Energy (USA)
LLC and WHE Holdings (USA) LLC (together, WHE) have signed an
offer letter for debtor-in-possession (DIP) financing of up to
US$1,800,000.  The proposed DIP lender, First KT Lending LLC, is a
wholly owned subsidiary of Chiron Equities, LLC.  Chiron Financial
Advisors, LLC, WHE's financial advisor in connection with its
Chapter 11 bankruptcy proceedings, is an affiliate of CE.

The DIP loan will be structured as a 12-month term loan draw note,
with conditions precedent to funding. Proceeds from the DIP loan
will be used in accordance with a two-phase budget.  The Lender
will initially fund $300,000, in staged advances, to bring the
first three wells at the Company's Figure Four natural gas project
back into production.  On completion of Phase I and assuming
conditions to further funding are satisfied, the Lender will fund,
in staged advances, the balance of the loan amount for Phase II,
which includes bringing a further five wells (already drilled)
into commercial production.

Conditions precedent to the initial funding include, but are not
limited to, the execution and delivery of a definitive loan
agreement and other appropriate legal documentation and Lender
satisfaction with all due diligence prior to August 30, 2009.
Conditions precedent to the Phase II funding of the balance of the
DIP loan include, but are not limited to, WHE having filed a plan
of reorganization approved by the Lender, WHE having filed a plan
support agreement between the Lender and WHE approved by the US
Bankruptcy Court and Lender satisfaction with its due diligence
review.

The DIP loan will be due and payable in full on the earlier of (a)
12 months from the closing of the financing, or (b) termination of
the loan agreement.  The Company anticipates repayment of the loan
through revenues generated by well production to the extent
possible, and/or entering into a further transaction with the
Lender.  The Lender has stated its interest in investigating a
larger potential transaction with West Hawk, to which the loan is
an interim step.

Monthly interest will accrue on the outstanding principal amount
of the loan at an annual interest rate equal to the floating 30
day LIBOR as published in the Money Rates section of the Wall
Street Journal plus 10.00%.  Upon the occurrence of any event of
default, principal, interest and fees will be due and payable at
4.0% per annum above the then otherwise applicable rate.  A DIP
loan facility fee equal to 5.0% of the total committed DIP loan
amount shall be deferred and payable upon the sooner of (a)
termination, or (b) prepayment.  The Borrowers may prepay some or
all of the DIP loan at any time, subject to an early termination
fee ranging between US$50,000 and US$250,000 depending on the
timing of any such prepayment.  No early termination fee would be
charged if the loan is paid pursuant to a plan of reorganization
supported by the Lender.

Events of default include the filing of a plan of reorganization
without the Lender's consent; conversion of the Chapter 11
bankruptcy protection to Chapter 7 bankruptcy; termination of any
of the leases or contracts for the Figure Four project; denial by
the Court of the plan support agreement; a change of control of
WHE; and a motion to sell WHE assets without the approval of
Lender.

WHE will continue to operate their respective businesses and
manage their respective properties and hydrocarbon interests as
debtors in possession under sections 1107 and 1108 of the
Bankruptcy Code.

"The DIP financing will provide the Company with the resources
necessary to bring into commercial production five wells (already
drilled) that will be added to the current thee wells that were in
commercial production until December 2008 and will be reopened for
commercial sales. This financing will provide the Company with the
opportunity to have a permanent solution for the gas project and
focus in the development of the Company's Groundhog coal project
located in northwest British Columbia," said Gonzalo Torres
Macchiavello, President and CEO of West Hawk Development Corp.

                      About WHE Holdings, LLC

Headquartered in Englewood, Colorado, WHE Holdings, LLC
-- http://www.westhawkdevelopment.com/-- aka West Hawk Energy
(USA) LLC provides oil well drilling services.  The Debtor filed
for Chapter 11 protection on April 7, 2009 (Bankr. D. Colo. Case
No. 09-16019).  Each of the Debtor's estimated assets and debts
range from $10 million to $50 million.


WILTON HOLDINGS: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Wilton Holdings Inc.
                2240 West 75th Street
                Woodridge, IL 60517

Case Number: 09-12563

Type of Business: The Debtor makes equipment for food decoration.

Involuntary Petition Date: July 17, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Petitioners' Counsel: Thomas E. Lauria, Esq.
                      Evan C. Hollander, Esq.
                      White & Case LLP
                      1155 Avenue of the Americas
                      New York, NY 10036
                      Tel: (212) 819-8200

                      Jeffrey M. Schierf, Esq.
                      Fox Rothschild LLP
                      Citizens Bank Center, Suite 1600
                      919 North Market Street
                      Wilmington, DE 19801
                      Tel: (302) 654-7444

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Deutsche Bank Trust Company    agreement            $104,328,192
60 Wall Street
New York, NY 10005

JGF Credit LLC                 agreement            $104,328,192
430 Park Avenue
New York, NY 10022


WILTON HOLDINGS: Operating Units Not Part of Involuntary Ch. 11
---------------------------------------------------------------
Wilton Brands, Inc., said in a statement that it isn't going into
bankruptcy, even though an involuntary Chapter 11 bankruptcy
petition was filed against its parent, Wilton Holdings Inc.

Wilton Brands said in a statement, "First, and most importantly,
Wilton Brands Inc. is not in Chapter 11.  Further, it has not been
petitioned into Chapter 11 nor have any of the other operating
companies that market and sell our products.  As a result of
certain breaches of our loan covenants that have been previously
disclosed, creditors of the parent company of Wilton Brands Inc.
filed an involuntary petition against that holding company (Wilton
Holdings, Inc.).  While that company bears the Wilton name, the
petition was not filed against any of the operating companies and
does not affect their day-to-day operations."

According to The Gourmet Retailer, Wilton Brands said that it's
working with its lenders to resolve this matter and that
management is monitoring the talks.  Wilton Brands said that
despite of the challenging economic environment, the company's
operating results are solid.  Wilton Brands said in a statement,
"Operating income is ahead of last year's strong results,
partially due to the achievement of our cost savings initiatives.
Wilton Brands Inc. will continue to conduct its business in the
ordinary course and will continue to honor its obligations.  We
value our relationships with all of our customers and suppliers
and look forward to continued growth together."

Wilton Holdings Inc. is a Woodbridge, Illinois-based baking- and
crafts-supply company.  Two lenders filed an involuntary Chapter
11 petition against the Company on July 20, 2009 (Bankr. D. Del.
Case No. 09-12563).

As reported by the Troubled Company Reporter on July 21, 2009,
lenders Deutsche Bank Trust Co. Americas and JGF Credit LLC filed
an involuntary Chapter 11 petition in Delaware against Wilton
Holdings Inc., asserting that they are each owed $104 million.


* AlixPartners Survey Says 59% of Experts Want Bankr. Code Reform
-----------------------------------------------------------------
A 59% of leading restructuring experts in the nation polled say
Washington should move to reform flaws in the U.S. Bankruptcy
Code, according to a survey by the global business-advisory firm
AlixPartners LLP.  In that same survey, when asked to identify an
industry that "people aren't paying much attention to now but will
see a surprising amount of restructuring" in the year ahead, 38%
of respondents said municipalities, 19% said hospitals and 13%
said the energy industry.  That question was in addition to an
earlier one in which respondents were asked to name the top 3
industries "most likely" to see restructuring in the next 12
months, a list headed up by autos, retail, commercial real estate
and banking/finance.

The survey, which was conducted by AlixPartners among 48 select
bankruptcy lawyers, bankers, fund managers and other restructuring
professionals, also found 67% of those polled saying the economy
won't recover from the current recession until 2011 at the
earliest, with 26% saying 2012 or later.  About 62% said they see
don't private equity becoming a major player in American M&A again
until at least 2011, with 32% saying 2012 or later.

"Given the severity of this recession, it looks like American
industry and private-equity firms have their work cut out for them
for some time to come," said Peter Fitzsimmons, AlixPartners'
president of North America and also co-lead of the firm's
turnaround and restructuring practice.  "As we move through the
recession, it's not just industries like autos and retail that are
being affected-as the experts in this survey noted.  In fact,
virtually every industry imaginable got at least one vote to the
`most-likely' list, including restaurants, aerospace, media,
travel & leisure, professional-services firms and even `green-
technology' companies.  Companies that hope to skirt danger during
this period need to be more aggressive than perhaps they can even
imagine at controlling costs and freeing up cash."

When asked which part of the Bankruptcy Code most needs to be
reformed, 50% of the respondents voting said the so-called "lease-
assumption" language in Section 365 of the Code, which restricts
the amount of time a bankrupt company has to assume or reject non-
residential property leases to no more than 210 days after the
commencement of its Chapter 11 case.  This section, amended in
2005, has been blamed by some for leaving some companies,
particularly retailers, with no choice but liquidation inside
bankruptcy.

Meantime, 19% of those voting pointed to the "exclusivity"
language in Section 1121 as most in need of change, referring to
the time period (exclusivity period) in which a debtor company
retains the sole right to file a plan of reorganization-a time
period that was effectively shortened in 2005.  And another 19%
said the "retention" language in Section 503, which sets stricter
standards today than in the past as to employee retention at
debtor companies, needs to be reformed the most.

In all, 41% of all those polled said the Code is "seriously"
flawed.

                      About AlixPartners

AlixPartners -- http://www.alixpartners.com-- is a global
business advisory firm offering comprehensive services to improve
corporate performance, execute corporate turnarounds, and provide
litigation consulting and forensic accounting services.  The
firm's specialty is urgent, high-impact situations when results
really matter.  It was the recipient of a record four awards from
the Turnaround Management Association in 2008.  The firm has more
than 900 professionals in 14 offices across North America, Europe,
and Asia.


* KPMG Appoints Haegele to Lead Restructuring Services in the West
------------------------------------------------------------------
KPMG LLP has named San Francisco-based Partner William Haegele to
lead Restructuring Services in the West.  He will serve as a key
member of the national team of restructuring partners and
professionals working with companies, lenders and other
stakeholders to help provide stability, restore confidence,
improve performance and begin recovery in stressed and distressed
situations.

"Bill Haegele's 14 years of operational restructuring experience
and leadership provides company management, senior lenders and
other stakeholders with a practical and seasoned approach to
helping them realize value," said Drew Koecher, KPMG's U.S. Leader
for Restructuring Services.  "KPMG continues to make significant
investments in the U.S. restructuring market, enhancing the firm's
position of serving large multinationals, middle-market companies
and stakeholders."

Earlier this month, KPMG said New York-based Principal Gregg
Pritchard would lead the firm's Restructuring Services in the
Northeast.

Mr. Haegele has extensive experience helping distressed companies,
senior lenders, investors and private equity groups in a wide
range of industries, including financial services, retail,
manufacturing, hospitality and technology.  He has provided
clients with restructuring services and has served as financial
adviser in planning for and filing for protection under bankruptcy
laws.  Prior to joining KPMG in 2004, he was appointed as a Chief
Financial Officer responsible for preparing and guiding a company
through reorganization under Chapter 11 of the U.S. Bankruptcy
Code.

"As part of our client-focused approach, KPMG uses a team of
professionals with strong and deep industry knowledge who can help
companies review their financial position and strengthen their
operations and balance sheet as they seek to emerge competitively
stronger from this turbulent market," said Mr. Haegele.

Mr. Haegele will lead Restructuring Services in California,
Washington, Oregon, Arizona, Utah, Idaho, Montana, Hawaii, and
Alaska.  The U.S. Restructuring team works closely with other
teams of restructuring professionals from KPMG International's
global network of member firms.  The coordinated teams can deliver
client services on initiatives that include Financial and
Operational Restructuring, Chapter 11 Advisory, Transaction,
Forensic, Tax, Valuation, Debt Restructuring, Real Estate,
Business Performance, and Accounting Advisory services.

Mr. Haegele is a graduate of San Diego State University.  He is a
licensed Certified Public Accountant in California, a Certified
Insolvency and Restructuring Adviser, and is certified in
Financial Forensics.

KPMG LLP, the audit, tax and advisory firm --
http://www.us.kpmg.com/-- is the U.S. member firm of KPMG
International.  KPMG International's member firms have 137,000
professionals, including more than 7,600 partners, in 144
countries.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: July 12, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Denise Marie Varquez, Philline
Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **