TCR_Public/090724.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 24, 2009, Vol. 13, No. 203

                            Headlines

1601 NW 62 ST LLC: Case Summary 2 Largest Unsecured Creditors
ACCREDITED HOME: Bi-Lo Close to Completing 5-Year Business Plan
ADVANCED CELL: March 31 Balance Sheet Upside-Down by $44 Million
ADVANCED CELL: No Date Yet for Special Stockholders' Meeting
AFFILIATED FOODS: Seeks to Convert Bankruptcy Case to Chapter 7

AIR 2: S&P Places Ratings on CreditWatch Negative
ALJ REGIONAL: Modifies KES Senior and Subordinated Debt Terms
AMERICAN FIBERS: Wants Plan Filing Deadline Extended to Oct. 19
AMR CORP: S&P Puts 'B-' Corporate Rating on CreditWatch Negative
ATLANTA FIGHT CLUBS: Case Summary & 20 Largest Unsecured Creditors

AURORA OIL: Has Until August 15 to Use Cash Collateral
AURORA OIL: Section 341(a) Meeting Set for August 24
AURORA OIL: Taps Warner Norcross as Local Counsel
AURORA OIL: U.S. Trustee Appoints Four-Member Panel
BASIC ENERGY: Moody's Rates $225 Mil. Senior Notes at 'Ba3'

BAYONNE MEDICAL: Sues Blue Cross for Fraud & Unethical Practices
BAYWOOD INT'L: Inks Final Settlement with Farmatek
BEARINGPOINT INC: Creditors, Former Workers Go Head-to-Head on Pay
BEARD COMPANY: Gets $825,388 in VISA Patent Suit Settlement
BH S&B HOLDINGS: Protests Ch. 7 Conversion Plea Sought by Ableco

BOMBARDIER RECREATIONAL: Moody's Retains 'Caa1' Corporate Rating
BORDERS GROUP: Focuses on Young-Adult Books to Boost Sales
CABLEVISION SYSTEMS: Fitch Upgrades Issuer Default Rating to 'BB-'
CARAUSTER INDUSTRIES: To Obtain $75-Mil. Exit Financing from GE
CCS MEDICAL: U.S. Trustee Fails to Appoint Creditors' Committee

CENTRAL MONTGOMERY: Case Summary 20 Largest Unsecured Creditors
CHOCOLATE MOUNTAIN: Case Summary & 2 Largest Unsecured Creditors
CHRYSLER FINANCIAL: Asks Dealers to Pay Reserve Money
CHRYSLER FINANCIAL: Repays $1.5 Billion in TARP Loan
CHRYSLER LLC: 50% of Rejected Dealers Still in Business

CHRYSLER LLC: Chrysler Group Mulls Over New Sedan Plan
CHRYSLER LLC: Court Approves Lemon Law Claims Assumption Protocol
CHRYSLER LLC: Essex County's Motion to Proceed With Claims
CHRYSLER LLC: House Committee Wants Chrysler, GM Documents
CHRYSLER LLC: House Passes Bill Restoring Dealershp Agreements

CHRYSLER LLC: Merrill Report Says Chrysler Market Share to Decline
CHRYSLER LLC: Stipulation with Daimler Further Amended
CHRYSLER LLC: To Keep 3rd Shift at Ontario Minivan Factory
CHRYSLER LLC: Togut Segal Bills $1.3 Million for May Work
CHRYSLER LLC: Wilmington's Motion To Lift Stay to Exercise Rights

CIT GROUP: DBRS Downgrades Long Term Debt Ratings to 'CC'
CIT GROUP: Fitch Expects Rating Cut to 'RD' on Tender Offer
CIT GROUP: Mulls Which Assets to Sell, May Let Go of Two Units
CIT GROUP: Recapitalization Plan Won't Affect S&P's 'CC' Rating
CITY LOBSTER: Files for Chapter 11 Bankruptcy Protection

CRAFTMADE INT'L: Gets Covenant Relief Under $40-Mil. BofA Loan
CREATIVE LOAFING: Publisher Teams Up With BIA to Fend Off Atalaya
CRESCENT RESOURCES: Receives Final Court OK for $110MM DIP Loan
CRESCENT RESOURCES: Titan Sues Phillip Near for Fraud
CROWN CASTLE: S&P Affirms Corporate Credit Rating at 'B+'

DAVE & BUSTER'S: Moody's Affirms 'B2' Corporate Family Rating
DAYTON SUPERIOR: Can Employ AlixPartners as Restructuring Advisor
DAYTON SUPERIOR: Panel Can Hire Conway Del Genio as Fin'l Advisor
DAYTON SUPERIOR: Panel Can Employ Stroock & Stroock as Counsel
DEL MONTE: S&P Changes Outlook to Positive, Affirms 'BB-' Rating

DELPHI CORP: Reports Accord With Lenders, Creditors and PBGC
DELPHI CORP: Majority of Creditors Vote to Reject Modified Plan
DELPHI CORP: Amends Modified Plan-Related Contract List
DELPHI CORP: 17th Amendment to DIP Accomm. Pact Expires July 24
DEVIN ENTERPRISES: Case Summary 3 Largest Unsecured Creditors

EASTERN ORGANIC RESOURCES: Voluntary Chapter 11 Case Summary
EDDIE BAUER: Court Fixes September 14 as Claims Bar Date
EDDIE BAUER: Golden Gate Offer Approved; Deal to Close in August
ENERGAS RESOURCES: Eide Bailly Resigns as Outside Accountant
ENERGY PARTNERS: Installs Alan D. Bell as Executive Officer

ENRON CORP: Amends Document Disposal Procedures
ENRON CORP: Commercial Paper Dispute May Be Headed for Trial
ENRON CORP: ECRC Files 19th Post-Confirmation Report
ENRON CORP: Goldman Proposes Newby Settlement
ENRON CORP: Objects to L. Wright's Claims

EPIX PHARMACEUTICALS: Taps Joseph Finn to Liquidate Assets
FIA CARD: Moody's Reviews 'D+' Bank Financial Strength Rating
FLEETWOOD ENTERPRISES: Nets $33.5 Million From Sale of RV Business
FLEETWOOD ENTERPRISES: Six Directors to Resign Effective July 26
FORD MOTOR: Posts $2.3 Billion Net Income for Second Quarter

FORD MOTOR: Better 2nd Quarter Results May Lead to Equity Offering
FREDDIE MAC: Names Charles Haldeman Jr. as Chief Executive Officer
FRONTIER AIRLINES: Court Approves Disclosure Statement
FRONTIER AIRLINES: Court Approves Republic Investment Agreement
FRONTIER AIRLINES: Paul Dempsey Disposes Of 5,500 Shares Of Stock

FRONTIER AIRLINES: Seeks to Extend LRU Lease Decision Period
FRUIT OF THE LOOM: Judge Walsh Declines Magnetek's Invitation
GENERAL MOTORS: German Gov't Still Favors Magna Bid for Opel
GHOST TOWN: Asks Court for 3-Month Delay of Plan Filing Deadline
GLOBAL MOTORSPORT: Court Extends Period to Remove Actions

GLOBAL MOTORSPORT: Plan Filing Period Extended to September 30
GREEKTOWN CASINO: Detroit Appeals Development Agreement Assumption
GREEKTOWN CASINO: Exceeds 2008 Revenues for 3rd Straight Month
GREEKTOWN CASINO: Fine Consulting Bills $2 Million for March-May
GREEKTOWN CASINO: Parties File Objections to Disclosure Statement

GREEKTOWN CASINO: Proposes to Assume Detroit Casino Council CBA
GREIF INC: Moody's Assigns 'Ba2' Rating on New Senior Notes
GREIF INC: S&P Assigns 'BB+' Rating on $250 Mil. Senior Notes
GSI GROUP: S&P Changes Outlook to Negative; Affirms 'B' Rating
HAWAII SUPERFERRY: Court Sets August 24 as Claims Bar Date

HEALTH NET: UnitedHealth Deal Won't Affect Fitch's Ratings
HIGHGATE ESTATES: Voluntary Chapter 11 Case Summary
HILLSIDE BAPTIST CHURCH: Case Summary 1 Largest Unsec. Creditor
HITCHIN POST: Files for Ch 11 Bankruptcy; Blames Economic Downturn
HJ HEINZ: Moody's Affirms Ba1 Preferred Stock Rating

HOMEWORKS INTERIORS: Case Summary & 20 Largest Unsecured Creditors
HYDROGENICS CORP: Terminates APC Manufacturing and Supply Deal
IL LUGANO: Plan Solicitation Period Extended to September 16
INDALEX HOLDINGS: Wants Until October 16 to File Chapter 11 Plan
INTEGRA TELECOM: Reduces Overall Debt by More than Half

JACK HICKS STEEL: Case Summary & 20 Largest Unsecured Creditors
JAMES STEPHENS: Files for Chapter 11 Bankruptcy Protection
JEFFERSON COUNTY: Moody's Affirms 'Caa3' Rating on $3.2 Bil. Bonds
KB TOYS: Bids for IP Assets Due Aug. 4; No Stalking Horse Bidder
KERRY ANTHONY DARDEN: Case Summary & 20 Largest Unsec. Creditors

LANDAMERICA FIN'L: Plan Filing Deadline Moved to September 15
LANDAMERICA FIN'L: LAC Wants Plan Filing Deadline Moved to Nov. 3
LANDAMERICA FIN'L: Deadline to Remove Actions Moved to Oct. 27
LANDAMERICA FIN'L: Title, Et Al.'s Motion to Set Bar Date
LANDAMERICA FIN'L: U.S. Trustee Appoints 1031's Creditors Panel

LANDSOURCE COMMUNITIES: Court's Formal Order Confirming Plan
LANDSOURCE COMMUNITIES: Deal Protecting Sensitive Information
LARRY GEISER: Case Summary & 9 Largest Unsecured Creditors
LYONDELL CHEMICAL: Committee Sue Buyout Architects for $22 Billion
MAGMA DESIGN: Inability to Pay Bond Debt Cues Going Concern Doubt

MAGNA ENTERTAINMENT: Creditors Want MID Unit's Claim Subordinated
MARK IV: Former Execs. Want Info on Insurance Policies
MEDICURE INC: Lender Extends US$1.7MM Payment Deadline to Aug. 14
MILACRON INC: Anderson Resigns as Head of Machinery Tech NA
MINCO GOLD: Receives Non-Compliance Notice From NYSE Amex LLC

MOBILE BAY INVESTMENTS: Case Summary & 5 Largest Unsec. Creditors
MOMENTIVE PERFORMANCE: In Talks with Lenders for Covenant Relief
MOORE-HANDLEY: Bostwick-Braun Expresses Interest in Buying Assets
MORRIS PUBLISHING: S&P Withdraws 'D' Corporate Credit Rating
NEIMAN MARCUS: Moody's Gives Stable Outlook; Affirms 'Caa1' Rating

NEWPARK RESOURCES: Covenant Violations Cue Loan Amendment
NATIONAL HERITAGE: Files Bankruptcy Plan and Disclosure Statement
NEPTUNE INDUSTRIES: Court OKs Global Deal Dismissing Ch. 11 Case
NEPTUNE INDUSTRIES: Discloses to the SEC Its Management Changes
NEXT INC: Net Loss Narrows to $329,000 in Quarter Ended May 31

NOBLE INT'L: To Be Delisted From Nasdaq Effective July 27
NORTEL NETWORKS: CALA Unit Files For Chapter 11 Protection
NORTEL NETWORKS: Calgary Employees Ask Stay Relief to Pursue Claim
NORTEL NETWORKS: Courts Approve NNL-Flextronics Settlement
NORTEL NETWORKS: Employees' Request to Lift Stay to Prosecute Suit

NORTEL NETWORKS: NCCE to Appeal Koskie Minsky Appointment
NORTEL NETWORKS: Ontario Court OKs Reduced Pension Payments
NORTEL NETWORKS: Sets September 30 Claims Bar Date
NORTEL NETWORKS: Submits Proposal to Sell Enterprise Biz. to Avaya
NORTEL NETWORKS: US Court Enforces Canada Order on LG-Nortel Sale

NORWOOD PROMOTIONAL: Panel May Employ Arent Fox as Lead Counsel
NORWOOD PROMOTIONAL: Panel May Employ EG as Delaware Counsel
NORWOOD PROMOTIONAL: Time to Remove Actions Extended to November 2
NOVADEL PHARMA: Engages Arthur Wood as Financial Advisors
NOVADEL PHARMA: May Issue 12MM Shares over the Next 12 Months

NTELOS INC: S&P Rates Proposed $670 Mil. Facilities at 'BB'
O2DIESEL CORPORATION: Case Summary & 20 Largest Unsec. Creditors
PACIFIC RESOURCES: U.S. Govt. Wants Property Let Go Free of Hazard
PATRICK INDUSTRIES: Has Deal to Sell Aluminum Extrusion Operation
PORTER HAYDEN: "Suit . . . Seeking Damages" Phrase Explained

PROVIDENT ROYALTIES: Shareholder Opposes Sale, Absent Schedules
QUEBECOR WORLD: GE Capital Joint Leads $800 Mil. Exit Financing
QUICKSILVER RESOURCES: Seeks Changes to Terms of 2024 Debentures
RITE AID: GE Capital Joint Lead Arranger to $1-Billion Loan
ROBERT JOSHUA SCHOR: Case Summary & 20 Largest Unsecured Creditors

ROBERTO CASTELLANOS: Case Summary & 20 Largest Unsecured Creditors
ROGER WAYNE CHEN: Case Summary & 20 Largest Unsecured Creditors
RONSON CORP: Has Deal to Sell Unit; Wells Fargo Moratorium Moved
SEMGROUP LP: May Now Send Plan to Creditors for Voting
SHELDON GOOD: Court Approves Asset Sale to Racebrook Marketing

SIX FLAGS: Court Approves Richards Layton As Counsel
SIX FLAGS: Gets Court Nod to Employ Paul Hastings As Counsel
SIX FLAGS: In Talks With Lenders to Amend Credit Agreement
SIX FLAGS: Proposes KPMG LLP as Auditors
SIX FLAGS: Stipulation on Cash Collateral Use Approved on Interim

SIX FLAGS: U.S. Trustee Objects to Terms of Houlihan Engagement
SOLUTIA INC: To Release 2nd Quarter 2009 Results on July 27
STARWOOD HOTELS: Ownership of St. Regis Transferred to Citi
STEPHEN BALDWIN: Staves Off Foreclosure Through Chapter 11 Filing
STONERIDGE INC: S&P Affirms 'B+' Corporate Credit Rating

SUN PRODUCTS: Moody's Upgrades Corporate Family Rating to 'B1'
TAMBURO HOLDING CO: Voluntary Chapter 11 Case Summary
TEMECULA VALLEY: Receives Notice from NASDAQ Confirming Delisting
TRONOX INC: Another Class Suit Filed Against Anadarko, Kerr-McGee
TRUE TEMPER: Lenders Extend Forbearance Through August 17

TXCO RESOURCES: Can't Provide Counsel for Board of Directors
UAL CORP: Asks Court to Enter Final Decree Closing Ch. 11 Cases
UAL CORP: Provides Financial Projections For 3rd Quarter 2009
UAL CORP: Releases Second Quarter 2009 Results
UAL CORP: Reports June 2009 Traffic Results

UAL CORP: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
WEBSTER FINANCIAL: Fitch Corrects Preferred Stock Rating to 'BB'
VSEVOLOD OKHRIMOVSKI: Case Summary & 15 Largest Unsec. Creditors
WHC LLC: Case Summary & 20 Largest Unsecured Creditors
WHITEHALL JEWELERS: Can Use Cash Collateral Until September 30

WHITEHALL JEWELERS: Wants Plan Filing Period Extended to Oct. 20
WILD WINGS OVER: Voluntary Chapter 11 Case Summary
WJL EQUITIES: Wants Access to Cash Collateral for KeyBank's Loan
WR GRACE: June 30 Balance Sheet Upside-Down by $351.7 Million

* Bankrupt Corporate Asset Sales/Divestitures Jump by 55%
* FTI Appoints Khemlani and Vallerie to Finance/Restructuring Unit

* BOOK REVIEW: Strategies for Investing in Intellectual Property -
               Intangible Valuations, Real Returns

                            *********

1601 NW 62 ST LLC: Case Summary 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 1601 NW 62 St, LLC
        6405 NW 36th St
        Miami, FL 33166

Bankruptcy Case No.: 09-24904

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  Email: aresty@mac.com

Total Assets: $900,000

Total Debts: $1,074,000

A list of the Company's 2 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/flsb09-24904.pdf

The petition was signed by Daniel Jaramillo, managing member of
the Company.


ACCREDITED HOME: Bi-Lo Close to Completing 5-Year Business Plan
---------------------------------------------------------------
Bi-Lo is expected to complete a five-year business plan by the end
of this month.

The plan will be the foundation for Bi-Lo's emergence from
bankruptcy as a new or rejuvenated company, David Dykes at The
Greenville News relates, citing company officials.  Bi-Lo
officials said in court documents that their options include
retention of all or part of the Company's business, a merger or
consolidation, and a sale or distribution of its operations to a
creditor or other interested party.

According to court documents, Bi-Lo officials said that until the
five-year plan has been completed and analyzed, they "have made no
determination as to which of the many paths towards emergence from
Chapter 11 is the best route" and speculation about any course of
action "would be premature."

Bi-Lo LLC said in court documents that "preliminary discussions"
have started with potential buyers or investors and that "high-
level discussions" are underway with lenders regarding exit
financing.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  The Debtors
selected Hunton & Williams LLP as Chapter 11 counsel, and
Pachulski Stang Ziehl & Jones LLP as co-counsel.  Accredited Home
also tapped Luce, Forward, Hamilton & Scripps LLP and Quinn
Emanuel Urquhart Oliver & Hedges LLP for various litigation.  APS
Services LLC has been tapped to provide management services,
including a CRO for the Debtors.  Kurtzman Carson Consultants is
the Debtors' claims agent.  The official committee of unsecured
credtiors tapped Arent Fox as counsel, Elliott Greenleaf as
Delaware and conflicts counsel, and Weiser LLP as financial
advisor.

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


ADVANCED CELL: March 31 Balance Sheet Upside-Down by $44 Million
----------------------------------------------------------------
Advanced Cell Technology, Inc.'s balance sheet at March 31, 2009,
showed total assets of $7,524,668, and total liabilities of
$51,998,745, resulting in a stockholders' deficit of $44,474,077.

For three months ended March 31, 2009, the Company posted a net
loss of $18,999,876 compared with a net loss of $9,519,659 for the
same period in the previous year.

The Company related that its cash and cash equivalents are
limited.  In the short term, it will require substantial
additional funding prior to March 31, 2010, in order to maintain
its current level of operations.  If the Company is unable to
raise additional funding, it will be forced to either
substantially scale back its business operations or curtail its
business operations entirely.

The Company intends to seek additional funding through public or
private financing transactions, and, to a lesser degree, new
licensing or scientific collaborations, grants from governmental
or other institutions, and other related transactions.  The
Company cannot assure that public or private financing or grants
will be available on acceptable terms, if at all.  Several factors
will affect its ability to raise additional funding, including,
but not limited to, the volatility of its Common Stock.

According to Advanced Cell, management has taken or plans to take
these steps that it believes will be sufficient to provide the
Company with the ability to continue in existence:

     -- Between September 29, 2008 and January 20, 2009, the
        Company settled certain past due accounts payable by the
        issuance of shares of its common stock.  In aggregate, the
        Company settled $1,108,673 in accounts payable through the
        issuance of 260,116,283 shares of its common stock.

     -- On December 18, 2008, the Company entered into a license
        agreement with an Ireland-based investor, Transition
        Holdings Inc., for certain of its non-core technology.
        Under the agreement, Transition agreed to acquire a
        license to the technology for $3.5 million in cash.
        Through December 31, 2008, the Company had received
        $2 million in cash under this agreement. During the three
        months ended March 31, 2009, the Company received
        $1.5 million in cash under this agreement. The Company
        expects to apply the proceeds towards its retinal
        epithelium cells program.

     -- On March 30, 2009, the Company entered into a license
        agreement with CHA under which the Company will license
        its retinal pigment epithelium technology, for the
        treatment of diseases of the eye, to CHA for development
        and commercialization exclusively in Korea.  The Company
        is eligible to receive up to a total of $1.9 million in
        fees based upon the parties achieving certain milestones,
        including the Company making an IND submission to the US
        FDA to commence clinical trials in humans using the
        technology.  The Company received an up-front fee under
        the license in the amount of $1,100,000 during the second
        quarter of 2009. Under the agreement, CHA will incur all
        of the costs associated with the RPA clinical trials in
        Korea.  The agreement is part of continuing cooperation
        and collaboration between the two companies.

     -- On March 11, 2009, the Company entered into a $5 million
        credit facility with a life sciences fund.  Under the
        agreement, the proceeds from the Facility must be used
        exclusively for the Company to file an investigational new
        drug for its retinal pigment epithelium program, and will
        allow the Company to complete both Phase I and Phase II
        studies in humans.  An IND is required to commence
        clinical trials.  Under the terms of the agreement, the
        Company may draw down funds, as needed for clinical
        development of the RPE program, from the investor through
        the issuance of Series A-1 convertible preferred stock.
        The preferred stock pays dividends, in kind of preferred
        stock, at an annual rate of 10%, matures in four years
        from the initial issuance date, and is convertible into
        common stock at $0.75 per share.  As of June 30, 2009, the
        Company has drawn down roughly $1,810,000 on the
        facility.

     -- On May 13, 2009, the Company entered into another license
        agreement with CHA under which the Company will license
        its proprietary "single blastomere technology," which has
        the potential to generate stable cell lines, including RPE
        for the treatment of diseases of the eye, for development
        and commercialization exclusively in Korea.  The Company
        received an upfront license fee of $300,000.

     -- Management anticipates raising additional future capital
        from its current convertible debenture holders, or other
        financing sources, that will be used to fund any capital
        shortfalls.  The terms of any financing will likely be
        negotiated based upon current market terms for similar
        financings.  No commitments have been received for
        additional investment and no assurances can be given that
        this financing will ultimately be completed.

     -- Management has focused its scientific operations on
        product development to accelerate the time to market
        products which will ultimately generate revenues.  While
        the amount or timing of such revenues cannot be
        determined, management believes that focused development
        will ultimately provide a quicker path to revenues, and an
        increased likelihood of raising additional financing.

     -- Management will continue to pursue licensing opportunities
        of the Company's extensive intellectual property
        portfolio.

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

A full-text copy of the Company's annual report is available at no
charge http://ResearchArchives.com/t/s?3fd4

                       Going Concern Doubt

In its audit report on July 2, 2008, SingerLewak LLP in Los
Angeles, California, said the Company has suffered recurring net
losses from operations, negative cash flows from operations, a
substantial stockholders' deficit and its total liabilities
exceeds its total assets.  This raises substantial doubt about the
Company's ability to continue as a going concern.

As reported in the Troubled Company Reporter on June 12, 2008,
Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about Advanced Cell's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended December 31, 2007.  The auditor pointed to the
company's recurring losses from operations, negative cash flows
from operations, substantial stockholders' deficit and current
liabilities that exceed current assets.

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology Inc.
(OTC BB: ACTC) -- http://www.advancedcell.com/-- is a
biotechnology company focused on developing and commercializing
human embryonic and adult stem cell technology in the emerging
fields of regenerative medicine.  Principal activities to date
have included obtaining financing, securing operating facilities,
and conducting research and development.  The Company has no
therapeutic products currently available for sale and does not
expect to have any therapeutic products commercially available for
sale for a period of years, if at all.


ADVANCED CELL: No Date Yet for Special Stockholders' Meeting
------------------------------------------------------------
Advanced Cell Technology, Inc., will hold a Special Meeting of
Stockholders at a yet to be scheduled date for these purposes:

     -- To consider and act upon a proposal to approve an
        amendment to the Company's 2005 Stock Incentive Plan to
        increase the number of shares issuable thereunder to a
        total of 145,837,250 shares; and

     -- To consider and act upon a proposal to approve an
        amendment to the Certificate of Incorporation of the
        Company to effect an increase in the authorized shares of
        common stock, par value $0.001 of the Company from
        500,000,000 to 1,750,000,000.

All stockholders are invited to attend the meeting.

A full-text copy of the Company's Proxy Statement pursuant to
Section 14(a) of the Securities Exchange Act of 1934 is available
at no charge at http://ResearchArchives.com/t/s?3fd3

                       About Advanced Cell

Based in Worcester, Mass., Advanced Cell Technology Inc. (OTC BB:
ACTC) -- http://www.advancedcell.com/-- is a biotechnology
company focused on developing and commercializing human embryonic
and adult stem cell technology in the emerging fields of
regenerative medicine.  Principal activities to date have included
obtaining financing, securing operating facilities, and conducting
research and development.  The company has no therapeutic products
currently available for sale and does not expect to have any
therapeutic products commercially available for sale for a period
of years, if at all.


AFFILIATED FOODS: Seeks to Convert Bankruptcy Case to Chapter 7
---------------------------------------------------------------
Mark Friedman at ArkansasBusiness.com reports that Affiliated
Foods Southwest, Inc., has asked the U.S. Bankruptcy Court for the
Eastern District of Arkansas to convert its Chapter 11 case to
Chapter 7 liquidation without notice or a hearing.

Affiliated Foods said that its inventory has been sold and that it
has laid off its remaining workers, ArkansasBusiness.com relates.

According to court documents, Affiliated Foods said that it
couldn't get additional liability and workers' compensation
insurance coverage beyond July 17.  "According, the Debtors are
ceasing operations on July 17, 2009 and terminating all employees.
The Debtors assert that it is not in the best interest of the
estates, the creditors, its former employees and the public to
continue operations without sufficient insurance coverage,"
Affiliated Foods stated.

Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and
its affiliates filed for Chapter 11 on May 5, 2009 (Bankr. E.D.
Ark. Case No. 09-13178).  W. Michael Reif, Esq., at Dover Dixon
Horne represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $10 million to $50 million and debts
between $100 million to $500 million.


AIR 2: S&P Places Ratings on CreditWatch Negative
-------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Air 2 US
LLC on CreditWatch with negative implications.

Air 2 US is a Cayman Islands-based limited liability company that
issued more than $1.1 billion of enhanced aircraft notes in 1999.
This special-purpose entity relies on lease rental payments on
planes leased to American Airlines Inc. (B-/Watch Neg/--) and
United Air Lines Inc. (B-/Watch Neg/--) by various financing
subsidiaries of Airbus Industries SAS.

"The outcome of S&P's reviews of American and United, as well as
S&P's assessment of the aircraft that secure the Air 2 US notes
and their importance to the two airlines in any future bankruptcy
proceedings, will determine S&P's resolution of the CreditWatch
review of the Air 2 US equipment note ratings," said Standard &
Poor's credit analyst Betsy R. Snyder.

"We will resolve the CreditWatch listing on Air 2 US along with
S&P's reviews of American and United," she continued.


ALJ REGIONAL: Modifies KES Senior and Subordinated Debt Terms
-------------------------------------------------------------
ALJ Regional Holdings, Inc., said its operating subsidiary KES
Acquisition Company has amended the terms of its senior credit
facility and the junior indebtedness evidenced by its 8%
subordinated secured notes.

On July 20, 2009, KES entered into the Third Amendment to the
Financing Agreement and First Amendment to Security Agreement by
and among KES and its lenders, Ableco Finance and PNC Bank,
National Association.  The Amendment provides for the
modifications to the Senior Debt, among others:

     -- The final maturity date was extended for one year to
        February 22, 2011, and as a result the quarterly principal
        payments under the term loan were reduced from $750,000 to
        $500,000;

     -- Certain financial covenants and metrics, including the
        EBITDAM covenant were reduced and the borrowing base
        multiplier was increased;

     -- The interest rate was increased by one percentage point;
        and

     -- Subject to certain limitations, KES is now permitted to
        create two acquisition subsidiaries that will not be
        encumbered pursuant to the terms of the Senior Debt.

Discussing the transaction, John Scheel, Chief Executive Officer
of KES and ALJ said, "We are happy that we were able to work with
our lenders to modify our debt in a manner that benefits everyone.
The extended maturity date and new financial covenants provide us
with additional flexibility as we are starting to see a slight
improvement in demand.  Further, our new ability to create
subsidiaries outside of the Senior Debt will better position us to
explore strategic opportunities."

In addition, KES made certain modifications to the terms of its
Junior Debt.  The lenders with respect to KES' Junior Debt
include, among others: Ableco, ALJ and Jess Ravich, Hal Byer, and
Scott Fritz, all of whom serve on ALJ's board.

ALJ Regional Holdings, Inc. (Pink Sheets: ALJJ) is the parent
company of KES Acquisition Company dba Kentucky Electric Steel,
the owner and operator of a steel mini-mill near Ashland, Kentucky
producing both merchant bar quality flats (MBQ Bar Flats), and
special bar quality steel flats (SBQ Bar Flats).


AMERICAN FIBERS: Wants Plan Filing Deadline Extended to Oct. 19
---------------------------------------------------------------
AFY Holding Company and its wholly owned subsidiary, American
Fibers and Yarns Company, ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file a
Chapter 11 plan and to solicit acceptances of a plan to
October 19, 2009, and December 15, 2009, respectively.  This is
the Debtors' third request for an extension.

The Debtors tell the Court that during the recent extension of
their exclusive periods, they were able to secure Court approval
for the sale of their Afton, Virginia facility.  Significant time
and resources have also been spent in the collection of
outstanding accounts receivables.

In view of these efforts, the Debtors relate that have not had
ample opportunity to fully develop, in consultation with the
Official Committee of Unsecured Creditors, a Chapter 11 plan.  In
addition, the Debtors say that they still have assets that must be
sold and must close the sale of their Afton, Virginia facility.
The Debtors will also need additional time to review and evaluate
claims filed against their estates.

                       About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- manufactures solution-
dyed Polypropylene yarns in its Bainbridge, Georgia and Afton,
Virginia production facilities for distribution throughout the
United States.  American Fibers is 100% owned by AFY Holding
Company.

On September 22, 2008, AFY Holding and American Fibers and Yarns
filed voluntary petitions seeking Chapter 11 relief (Bankr. D.
Del. Lead Case No. 08-12175).  Edward J. Kosmowski, Esq., Michael
R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Nathan D. Grow,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, represent the
Debtors as counsel.  RAS Management Advisors, LLC serves as the
Debtors' restructuring advisors.  Epiq Bankruptcy Solutions, LLC
serves as the Debtors' claims, noticing and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Kenneth A. Rosen,
Esq., Sharon L. Levine, Esq., Eric H. Horn, Esq., and Sean E.
Quigley, Esq., at Lowenstein Sandler PC, represents the Debtors as
counsel.  William P. Bowden, Esq., Don A. Beskrone, Esq, and
Amanda M. Winfree, Esq., at Ashby & Geddes, P.A., represent the
Committee as Delaware counsel.  When American Fibers sought
bankruptcy protection from creditors, it listed between
$10 million and $50 million each in assets and debts.


AMR CORP: S&P Puts 'B-' Corporate Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit ratings, on AMR Corp. and its American
Airlines Inc. subsidiary, on CreditWatch with negative
implications, due to concerns about revenue generation and
liquidity.

AMR reported a second-quarter 2009 net loss of $390 million, which
included about $70 million of nonrecurring charges.  Excluding
these charges, the net loss was $319 million, higher than the
$298 million net loss (excluding $1.2 billion of nonrecurring
charges) the company recorded in the previous-year period.
Revenues declined by $1.3 billion (an 8.2% decline in traffic and
a 16% decline in unit revenue), more than offsetting a
$1.1 billion decline in fuel expense.  The company has indicated,
thus far, that bookings remain weak in the third quarter, which
could result in a load factor decline of 1.5 points compared with
the previous-year period.

"We will evaluate AMR's revenue and liquidity outlook to resolve
the CreditWatch listing," said Standard & Poor's credit analyst
Betsy R. Snyder.  "Our review of ratings on aircraft-backed debt
will also consider any material changes in collateral coverage of
these obligations," she continued.


ATLANTA FIGHT CLUBS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Atlanta Fight Clubs, L.L.C.
           dba Knuckle Up Fitness
        5956 Roswell Road
        Atlanta, GA 30342

Bankruptcy Case No.: 09-78879

Chapter 11 Petition Date: July 21, 2009

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Craig J. Ehrlich, Esq.
            Ehrlich Law Group
            457 Flat Shoals Ave., Suite 3
            Atlanta, GA 30316

Total Assets: $1,600,100

Total Debts: $1,681,822

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

         http://bankrupt.com/misc/ganb09-78879.pdf

The petition was signed by Craig J. Ehrlich, attorney of the
Company.


AURORA OIL: Has Until August 15 to Use Cash Collateral
------------------------------------------------------
Aurora Oil & Gas Corporation reports that the authorization by the
U.S. Bankruptcy Court for the Western District of Michigan for the
use of cash collateral is expected to terminate on August 15,
2009, subject to the extension of the Expiration Date.  However,
there are numerous terminating trigger events that could occur
prior to August 15.

A hearing to consider approval of the Interim Order on a final
basis is scheduled for August 5, 2009, at 1:30 p.m., with any
objections due by July 31, 2009, at 3:30 p.m.

At the behest of Aurora Oil & Gas and its subsidiary, Hudson
Pipeline & Processing Co., LLC, the Court on July 15, 2009,
entered the Interim 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 authorizing the Debtors, among other things, to use cash
collateral in accordance with a budget.

The Debtors proposed to provide adequate protection to the
syndicate of prepetition senior secured lenders for whom BNP
Paribas is the first lien administrative agent; and the syndicate
of prepetition second lien lenders for whom Laminar Direct Capital
LLC is the second lien administrative agent.

As of the Petition Date, the Debtors owed the First Lien secured
lenders $72,021,445; and the Second Lien secured lenders
$56,087,440.

As additional adequate protection, the Debtors will pay in cash
reasonable professional fees and expenses incurred by the
Administrative Agents.

The First Lien Administrative Agent is represented by:

     -- Russell L. Munsch, Esq.
        Kevin M. Lippman, Esq.
        Munsch Hardt Kopf & Harr, P.C.
        3800 Lincoln Plaza, 500 N. Akard Street
        Dallas, Texas 75201

     -- Rozanne M. Giunta, Esq.
        Lambert, Leser, Isackson, Cook & Giunta, P.C.
        916 Washington Ave., Suite 309
        Bay City, Michigan 48708

The Second Lien Administrative Agent is represented by:

     -- Trey Wood, Esq.
        Bracewell & Guiliani LLP
        711 Louisiana Street, Suite 2300
        Houston, Texas 77002

These professionals also provide services to the Administrative
Agents:

     * FTI Consulting Inc.,
     * H.J. Gruy & Associates, and
     * Ancell Energy Consulting, Inc.

A full-text copy of the Interim Cash Collateral Order and the
Debtors' 13-week cash flow projection is available at no charge
at:

             http://ResearchArchives.com/t/s?3fd6

Aurora has said the bankruptcy filing constituted an event of
default under:

     (A) the amended and restated senior secured credit facility
         dated August 20, 2007 between the Company, BNP and the
         lenders under the senior secured credit facility.  Under
         the terms of the Senior Secured Credit Facility, BNP and
         the lenders have the right to declare the outstanding
         obligation of approximately $70 million (plus accrued and
         unpaid interest and other asserted charges) to be due and
         payable in full.  The Company did not pay interest in the
         approximate amount of $1.1 million due June 30, 2009, for
         the period April 1, 2009, to June 30, 2009.

     (B) the second lien term loan dated August 20, 2007, between
         the Company, Laminar and the lenders under second lien
         term loan.  Under the terms of the Second Lien Term Loan,
         Laminar and lenders under the second lien term loan have
         the right to declare the outstanding obligation of
         approximately $50 million (plus accrued and unpaid
         interest) to be due and payable in full.

     (C) a mortgage loan agreement dated May 26, 2009, between the
         Company and Northwestern Bank.  Monthly interest only
         payments are due through November 1, 2009.  As of the
         filing date, approximately $2.6 million remained
         outstanding under the Loan Agreement.  Under the terms of
         the Loan Agreement, upon an event of default Northwestern
         Bank has the right to increase the interest rate to 7.45%
         which is an increase of 2.00%.  Northwestern Bank also
         has the right to declare the entire unpaid principal
         balance and all accrued interest immediately due.

     (D) a master equipment lease agreement dated June 21, 2007,
         between the Company and Fifth Third Bank.  On June 21,
         2007, and December 19, 2007, the Company entered into two
         separate equipment leases under the Master Lease
         Agreement covering a total of 13 compressors.  Monthly
         lease payments for both equipment leases are $45,823
         until the expiration of the first lease on January 1,
         2013.  Upon expiration of the first lease, the monthly
         payments are reduced to $8,713 until the expiration of
         the second lease on June 1, 2014.  The buyout provisions
         on the first and second lease is estimated to be
         approximately $1.1 million and $0.3 million,
         respectively.

         Under the terms of the Master Lease Agreement, upon an
         event of default Fifth Third Bank has the right to (1)
         have the Company promptly return all compressors at the
         Company's expense, (2) enter the Company's premises where
         the compressors are located at take possession, (3) sell,
         re-lease or otherwise dispose of the compressors without
         notice to the Company, (4) proceed by court action to
         enforce performance by the Company or (5) by offset,
         recoupment or other manner of application, apply any
         security deposit, monies held in deposit or other sums
         held by the Company against any obligations under the
         Master Lease Agreement whether or not the Company has
         pledged, assigned or granted a security interest to Fifth
         Third Bank in any or all such sums as collateral.

Any remedies that may exist related to the events of default are
stayed, under section 362 of the Bankruptcy Code.

                      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: Section 341(a) Meeting Set for August 24
----------------------------------------------------
The first meeting of creditors in Aurora Oil & Gas Corporation and
Hudson Pipeline & Processing Co., LLC's jointly administered
bankruptcy cases will be held on August 24, 2009, at 11:00 a.m. at
Logan Place West, 3429 Racquet Club Drive, Traverse City, Michigan
49684.

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

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

                      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 between $100 million and $500 million each in assets
and debts.


AURORA OIL: Taps Warner Norcross as Local Counsel
-------------------------------------------------
Aurora Oil & Gas Corporation and Hudson Pipeline & Processing Co.,
LLC, request the U.S. Bankruptcy Court for the Western District of
Michigan for authorization to employ Warner Norcross & Judd LLP as
local counsel.

Warner Norcross will:

  a) assist in advising the Debtors with respect to their rights,
     powers and duties as debtors and debtors-in-possession;

  b) attend meetings and negotiate with representatives of
     creditors and other parties-in-interest; and

  c) assist in advising and consulting the Debtors regarding the
     conduct of these cases, including all of the legal and
     administrative requirements of operating in Chapter 11.

Stephen B. Grow, a partner at Warner Norcross, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Warner Norcross' professionals who will have primary
responsibility in the engagement and their hourly rates are:

     Robert Skilton, Esq.         $420
     Stephen Grow, Esq.,          $395
     Inga Hofer, Esq.             $210
     Paralegal                    $110

                      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 between $100 million and $500 million each
in assets and debts.


AURORA OIL: U.S. Trustee Appoints Four-Member Panel
---------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, appointed
four creditors to serve on the official committee of unsecured
creditors in Aurora Oil & Gas Corporation and Hudson Pipeline &
Processing Co., LLC's jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Janet Roskeley
        PMR Services, Inc.
        1171 Hastings Street
        P.O. Box 734
        Traverse City, MI 49686
        Tel: (231) 946-5181
        Fax: (231) 946-3810

     b) Karen Findley
        Jet Subsurface Rod Pumps Corporation
        P.O. Box 1866
        Gaylord, MI 49734
        Tel: (989) 619-7513
        Fax: (231) 331-6869

     c) Rick Deneweth
        Copper Ridge Professional Condo
        Association Five (CRPC5)
        9590 Edgewood Avenue
        Traverse City, MI 49684
        Tel: (231) 929-2955
        Fax: (231) 929-7199

     d) Michael N. Coy
        Oil Energy Corporation
        954 Business Park Drive, Suite #5
        Traverse City, MI 49686
        Tel: (231) 933-3600
        Fax: (231) 933-4068

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

                      About 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 between $100 million and
$500 million each in assets and debts.


BASIC ENERGY: Moody's Rates $225 Mil. Senior Notes at 'Ba3'
-----------------------------------------------------------
Moody's Investors Service rated Basic Energy Services, Inc.'s
proposed $225 million senior secured notes offering Ba3 (LGD 2,
23%).  This offering replaces the previously rated (B3, LGD 4,
65%) $225 million senior secured notes offering that has been
terminated.  The ratings for the terminated offering have been
withdrawn.  Moody's also affirmed BAS's B2 Corporate Family Rating
and the B2 Probability of Default Rating.  However, the existing
senior unsecured notes rating has been downgraded to Caa1 (LGD 5,
78%) from B3 (LGD 4, 65%).  The ratings on the senior secured
credit facilities will be withdrawn upon closing of the secured
notes.  The outlook remains negative.

Under Moody's Loss-Given-Default methodology, the new secured
notes are rated Ba3 (two notches above the CFR) due to their
having a first lien on a substantial portion of BAS's assets.  The
new notes, which will repay borrowings under the senior secured
credit facilities, are collateralized by essentially all of the
company's assets with the exception of cash, working capital
assets, certain inland barges, some real estate, and some assets
already secured by capital leases.  Moody's believe the value of
the collateral is sufficient to cover the new secured notes.
Simultaneous to closing the new notes, BAS will terminate the
existing credit facility as it will result in the company being in
breach of the indentures' secured debt carve-outs.  At that time,
Moody's will withdraw the ratings of the credit facility.

Moody's estimates that the indenture for the senior unsecured
notes currently permits a facility up to $30 million, which
Moody's have incorporated into the liability waterfall. Given that
Moody's fully do not expect the company to operate without a
credit facility for any significant period of time, a new facility
has been incorporated into the LGD liability waterfall.  However,
as a result of the higher amount of funded secured debt in the
capital structure from the new notes (even if Moody's assume no
new secured credit facility), the ratings for the existing senior
unsecured notes are notched down to Caa1, two notches below the
CFR.

The CFR was downgraded on July 7, 2009, due to ongoing weakness in
BAS's business, which is reflective of underlying weakness in the
North American oilfield services markets.  This weakness is
expected to lead to significantly higher leverage for BAS over the
next six months, placing it on the high end of the peer group,
with no visible near-term catalyst for improvement.  For further
details, see the press release dated 7/7/09.

Basic's liquidity profile is adequate to cover its cash needs over
the next four quarters.  Although the company will have to
terminate its existing credit facility, the cash balances should
be adequate to cover its needs, particularly given the ability to
significantly reduce its capex spending.  The company will have
$157 million of cash on hand at 03/31/09 pro-forma for the new
$225 million notes offering.  This cash, along with expected
EBITDA for the next four quarters, BAS should have sufficient
liquidity to cover its planned capex of about $32 million,
interest costs of about $40 million and lower working capital
needs for 2009.

The last rating action for Basic was on July 7, 2009 when Moody's
downgraded the company's ratings and assigned a B3 to a proposed
$225 million senior unsecured notes offering.

Basic Energy Services is headquartered in Midland, Texas.


BAYONNE MEDICAL: Sues Blue Cross for Fraud & Unethical Practices
----------------------------------------------------------------
Bayonne Hospital Center has filed a federal lawsuit against
Horizon Blue Cross Blue Shield of New Jersey (Horizon), the
largest provider of health insurance in the state.  The lawsuit
was filed in an effort to halt Horizon's illegal, fraudulent,
egregious and unethical business practices which are endangering
the lives of the citizens of New Jersey and threatening Bayonne
Hospital Center's financial viability, all in the name of boosting
its own bottom line and prospects for an initial public offering.

Horizon's practices and activities include, among other things: a
systematic campaign of intimidating patients into abandoning
emergency care at BHC that is already underway, including calls to
patients and the sending of couriers to instruct patients to leave
the hospital while still in the midst of emergency treatment;
egregious and arbitrary denials of coverage and claims for
emergency care at BHC; and constant efforts to under-compensate
the only emergency care option in the Bayonne community, a
hospital just rescued from bankruptcy.

The complaint, filed late July 21 in the U.S. District Court in
Newark, New Jersey, provides a detailed account of Horizon's
business practices which run counter to the insurer's contractual
duties to its customers, its obligations under state law and its
stated commitment to the interest of public health.  Some of the
most offensive Horizon practices detailed in the complaint
include:

    -- A systematic campaign discouraging patients from seeking
       emergency care at BHC despite it being the closest and
       safest option for urgent care for the residents of Bayonne

    -- Intimidation of patients by threatening denial of coverage
       if they seek treatment at BHC

    -- Interference with care by sending couriers to BHC to tell
       patients undergoing medically necessary treatments to
       leave BHC and seek care at a hospital that is "in network"

    -- Indefensible denial of claims, often while the patient is
       still undergoing care

    -- Unilateral determinations by Horizon bureaucrats that
       emergency room patients are medically stable enough to be
       discharged to home or transferred to other in-network
       facilities without consulting the patient's attending
       physician

The complaint not only details Horizon's atrocious behavior and
policies with BHC, but also exposes Horizon's multi-billion dollar
financial success at a time when New Jersey's hospitals cannot
afford to provide healthcare to the communities which they serve.
The complaint also reveals Horizon's gold-plated executive
compensation packages and its publicly stated plans for conversion
to a "for profit" entity and initial public offering.

Joining the suit as a plaintiff is Dr. John Godinsky, a Horizon
customer who was admitted to Bayonne Hospital Center through its
emergency room for atrial fibrillation (irregular and often rapid
heart rhythm).  While still in the hospital, Horizon contacted Dr.
Godinsky and Bayonne administration to inform him his stay was
being denied based on what Horizon erroneously claimed was a pre-
existing condition.  Against the advice of his attending
physicians, Dr. Godinsky left the hospital fearing the large
financial obligation associated with the uncovered stay.

Given the cavalier manner in which Horizon attempts to steamroll
hospitals into accepting grossly inadequate reimbursement rates
and payment policies, it should come as no surprise that
approximately half of the hospitals in New Jersey are losing
money. Perhaps even less surprising is the fact that Horizon is
petitioning to become a "for profit" entity, clearing the way for
an initial public offering and a big payday for its executives.

Daniel Kane, CEO of Bayonne Hospital Center, said, "Ultimately,
Horizon's attacks are not on hospitals but on the communities they
serve.  Their relentless assault on patients, doctors and
hospitals for the sake of their own profits is a prime reason that
New Jersey ranks last in the country for emergency rooms per
capita.  Neither this hospital nor the people of Bayonne will be
bullied by Horizon.  BHC filed this case to fight for patients'
rights for quality health care and hopes that other hospitals will
do the same in their conflicts with Horizon."

Bayonne patients with questions about their insurance being
accepted at the hospital should call their Insurance Hotline at
201-858-7342.

                          Bankruptcy Plan

On April 9, 2009, the Court confirmed the first amended joint plan
of liquidation under Chapter 11 of Bayonne Medical Center dated
and filed on February 23, 2009.

Bayonne filed a liquidation plan, which was co-sponsored by the
official committee of unsecured creditors, after sold its 278-bed
nonprofit acute-care hospital in Bayonne.  The hospital was sold
for $41.5 million, consisting of $100,000 cash, plus the
assumption of $7 million owing to one of the secured creditors and
the remainder by taking on various pre- and post-bankruptcy
obligations.

The Plan was made possible through a settlement with the secured
creditor, according to Bill Rochelle at Bloomberg News.  The terms
of the Plan, according to the report, are:

   -- After costs of the Chapter 11 case and priority claims are
      paid, unsecured creditors will split up the first
      $3 million.

   -- The secured lender, on account of its deficiency claim of
      $46.7 million, will take the next $1 million.

   -- Unsecured creditors and the lender will split the remainder
      50/50.

                  About Bayonne Hospital Center

Established in 1888, Bayonne Hospital Center --
http://www.BayonneMedicalCenter.org/-- is a 278-bed, fully
accredited, award-winning acute-care hospital located in Hudson
County.  Since opening its doors more than a century ago, it has
been committed to providing quality, comprehensive, community-
based healthcare services to more than 70,000 people annually.
With its finger on the pulse of the community, Bayonne Hospital
Center continually develops new and expanded services to meet the
changing needs of the people it serves.

Bayonne Medical Center filed for Chapter 11 protection April 16,
2007 (Bankr. D. N.J. Case No. 07-15195).  Lawrence C. Gottlieb,
Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley
Godward Kronish LLP, represent the Debtor in its restructuring
efforts.  Stephen V. Falanga, Esq., at Connell Foley LLP, is the
Debtor's local counsel.  Kurtzman Carson Consultants LLC is the
Debtor's claims and noticing agent.  Andrew H. Sherman, Esq., and
Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.  The
Debtor's exclusive period to file a plan expired Nov. 12, 2007.


BAYWOOD INT'L: Inks Final Settlement with Farmatek
--------------------------------------------------
Baywood International, Inc., on June 12, 2009, entered into a
final Settlement Agreement and Mutual Release with Farmatek IC VE
DIS TIC, LTD, STI, memorializing a previously disclosed settlement
reached by the Company and Farmatek in February 2009.

The Agreement relates to a claim filed by Farmatek on December 27,
2007, in the Superior Court of California, County of Orange,
against the Company's wholly owned subsidiary, Nutritional
Specialties.  Farmatek alleged breach of contract and a violation
of California Business and Professional Code.  Farmatek was
seeking $4,000,000 plus punitive damages and costs.

The Agreement provides that the Company will pay an aggregate of
$250,000:

     * $50,000 before June 22, 2009;
     * $75,000 by September 15, 2009;
     * $75,000 by December 15, 2009; and
     * $50,000 by March 15, 2010

As part of the execution of the Agreement, Farmatek filed a
Request for Dismissal of its original claim.  Each party executed
mutual releases.

                    About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

In its quarterly report for the period ended March 31, 2009, the
Company noted it had negative net working capital of roughly
$10,931,000 at March 31, 2009.  The Company has not yet created
positive cash flows from operating activities and its ability to
generate profitable operations on a sustainable basis is
uncertain.  The Company is in default on a number of notes
payable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company believes that its existing cash resources, combined
with projected cash flows from operations may not be sufficient to
execute its business plan and continue operations for the next 12
months.  Management has taken steps to reduce the Company's
operating expenses.  Additionally, the Company is evaluating its
strategic direction aimed at achieving profitability and positive
cash flow.  In addition, the Company will continue to explore
various strategic alternatives, including business combinations
and private placements of debt or equity securities.  In April
2009, the Company engaged an investment banking firm to assist
management in exploring business combinations or raising
additional capital.  However, the Company may not be successful in
obtaining additional financing on acceptable terms, on a timely
basis, or at all, in which case, the Company may be forced to make
further cut backs, or cease operations.

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the Company's recurring losses from operations and
working capital deficiency.

At March 31, 2009, the Company had $17,817,331 in total assets and
$17,284,371 in total liabilities.


BEARINGPOINT INC: Creditors, Former Workers Go Head-to-Head on Pay
------------------------------------------------------------------
Darlene Darcy at Washington Business Journal reports that
BearingPoint Inc.'s creditors and former workers are waiting for
the decision of the Hon. Robert Gerber of the U.S. Bankruptcy
Court for the Southern District of New York on whether the Company
will pay $30 million in paid time off that employees claim they
are due.

According to Business Journal, creditors argue that they would get
more money from BearingPoint's liquidation, while employees said
that they were promised the additional compensation.  Business
Journal states that creditors argued that:

     -- they didn't have time to contest the payments;

     -- the order was made under Chapter 11 reorganization and not
        liquidation;

     -- BearingPoint was looking for a buyer for its public
        services business, but didn't say that a voluntary
        liquidation was possible.

Judge Gerber ruled in February that BearingPoint be allowed to pay
out wages and other employee benefits, including severance and
paid time off.  Workers were told that they would be rewarded with
full pay for earned time off if they stayed with BearingPoint, but
the restructuring later turned into a liquidation of the Company's
assets, Business Journal states.  According to the report,
Deloitte LLP closed a deal with BearingPoint in May in which it
would fork over $350 million for BearingPoint's North American
public services practice, its biggest operation, which stipulated
that Deloitte would be responsible for paying employee bonuses
while BearingPoint covered paid time off for the 4,200 workers who
went to Deloitte.

Creditors, according to Business Journal, asked the Court to
reverse its order allowing BearingPoint to pay out workers' earned
paid time off, saying that the $30 million in paid time off could
increase to $100 million for all units if the payments were
allowed to stand.

Business Journal relates that Judge Gerber told creditors and
BearingPoint during a June 29 hearing to try to negotiate a
resolution.

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

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

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


BEARD COMPANY: Gets $825,388 in VISA Patent Suit Settlement
-----------------------------------------------------------
The Beard Company reports that as of June 1, 2009, the Company;
starpay.com, l.l.c.; VIMACHINE, Inc.; Marc Messner, Kirit Talati;
and MEDICALMAP-EMR, LLC, entered into an agreement with Visa
International Service Association and Visa U.S.A. Inc. to settle a
lawsuit filed against Visa by starpay and VIMACHINE in the United
States District Court for the Northern District of Texas on May 8,
2003, Case No. CIV:3-03CV0976-L.

Starpay.com and VIMACHINE filed a lawsuit alleging patent
infringement and trade secret misappropriation.  Visa U.S.A. Inc.
and Visa International Service filed counterclaims.

While expressly denying and disclaiming wrongdoing or liability of
any kind whatsoever, the parties agree to enter into the Agreement
to avoid further expense, inconvenience, and the distraction of
litigation and to put to rest certain claims among the parties.

Under the terms of the Agreement, certain patents and patent
rights owned by starpay or VIMACHINE were granted to Visa and
related parties.  On June 8, 2009, the Settlement funds were wired
by Visa to the other parties to the Agreement.  The Agreement will
become effective when the Stipulated Order of Dismissal has been
executed by the parties and is filed with the Court.  Plaintiffs'
counsel has advised that motions concerning the filing of the
Order of Dismissal are still being filed, and that the deadline
for filing has been extended to July 31.

Beard Company's share of the Settlement amounted to $825,388.

Beard Company says a press release concerning the transaction was
delayed pending advices from the Company's counsel that Visa has
granted permission to disclose the Company's share of the
Settlement.

The Company expects to record a $825,388 gain in the quarter
ending June 30, 2009, as all of the patent rights owned by starpay
(and the Company's 71% share thereof) in connection with the
patent rights conveyed to Visa have been fully depreciated.

Herb Mee, Jr., President of The Beard Company, stated, "After more
than six years of litigation, we are pleased that this matter has
been resolved, that a cash settlement has been received, and that
we can move on to more constructive pursuits."

A full-text copy of the Settlement Agreement is available at no
charge at http://ResearchArchives.com/t/s?3fd7

                      About The Beard Company

The Beard Company creates, acquires, or invests in businesses,
primarily related to natural resources, that management believes
have high growth or above-average profit potential and can enhance
shareholder value.  The Company is involved in oil and gas
activities; coal reclamation activities; minerals exploration and
development through its Geohedral investment, and e-commerce
activities conducted through its starpay(TM) subsidiary.  The
Company is headquartered in Oklahoma City and its common stock
trades on the OTC Bulletin Board under the symbol "BRCO".

                       Going Concern Doubt

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

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


BH S&B HOLDINGS: Protests Ch. 7 Conversion Plea Sought by Ableco
----------------------------------------------------------------
BH S&B Holdings LLC, owner of Steve & Barry's discount clothing
chain, objects a proposal by Ableco Finance LLC for the conversion
of the Chapter 11 bankruptcy proceedings to Chapter 7, saying it
is well on its way to reconciling its outstanding claims and that
a reorganization plan is still a possibility, according to Law360.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on November 19, 2008 (Bankr. S.D.N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided that the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BOMBARDIER RECREATIONAL: Moody's Retains 'Caa1' Corporate Rating
----------------------------------------------------------------
Moody's Investors Service notes that Bombardier Recreational
Products Inc. has recently repurchased US$60 million of its term
debt at a discount to face value.  BRP obtained an amendment to
its bank facility earlier this year that enables it to repurchase
up to US$250 million of debt through at least April 30, 2010.
While the completed repurchases are not yet considered to be
sufficient to constitute a distressed exchange, Moody's could take
rating action to indicate a distressed exchange if such discounted
repurchases continue over the near term.

BRP's Caa1 Corporate Family Rating and negative rating outlook are
unchanged.  The rating and outlook continue to consider the weak
sales trends for the company's motorized recreational products
combined with a lack of visibility for the sector due to the depth
of the economic recession and persisting weakness in consumer
discretionary spending.

The last rating action on BRP was taken on April 9, 2009, when
Moody's downgraded the company's Corporate Family Rating to Caa1
with a negative outlook.

Headquartered in Valcourt, Quebec, Bombardier Recreational
Products Inc. is a leading designer, manufacturer, and distributor
of motorized recreational products worldwide.


BORDERS GROUP: Focuses on Young-Adult Books to Boost Sales
----------------------------------------------------------
Jeffrey A. Trachtenberg at The Wall Street Journal reports that
Borders Group Inc. will launch a teens department to capitalize on
writers like Stephenie Meyer and Sarah Dessen, as young-adult
authors provide a badly needed lift to booksellers.

Citing Fordham University's Graduate School of Business
Administration professor Albert N. Greco, The Journal says that
young-adult fiction, fantasy, and science fiction will generate
about $744.3 million in U.S. publisher revenue this year,
increasing 13% from $659.1 million in 2008.

According to The Journal, the Borders Ink shops will stock graphic
novels, fantasy, and young-adult titles and are expected to be
available in 80% to 90% of the 513 superstores Borders operates
nationwide by the end of August.  The report says that some have
already opened in Michigan.

Borders, The Journal relates, has also planted created a Borders
Ink page in Facebook in hopes of becoming a "source for info on
all things teen lit and graphic novels."

Borders declined to say how much it is spending on its teen
initiative, The Journal states.

Headquartered in Ann Arbor, Mich., Borders Group, Inc. --
http://www.bordersgroupinc.com/-- describes itself as a
$3.8 billion retailer of books, music and movies with more than
1,100 stores and over 30,000 employees worldwide.  Borders owns a
majority stake in Paperchase Products Limited, a leading gifts and
stationery retailer in the United Kingdom, and showcases their
products in their stores, as well as Books etc., Borders other,
mostly London-based bookshop chain.

As reported by the Troubled Company Reporter on April 7, 2009, Jim
McTevia, managing partner of Bingham Farms-based turnaround firm
McTevia & Associates, said that downsizing and cuts in inventory
most likely wouldn't staunch, and Borders would probably be forced
to file for Chapter 11 bankruptcy protection this year.


CABLEVISION SYSTEMS: Fitch Upgrades Issuer Default Rating to 'BB-'
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating assigned to
Cablevision Systems Corporation and its wholly owned subsidiary
CSC Holdings, Inc., to 'BB-' from 'B+'.  Additionally, Fitch has
upgraded the ratings assigned to the various debt securities
issued by CVC and CSCH by one notch as summarized at the end of
this release.  The Rating Outlook for all of CVC and CSCH's
ratings remains Stable.  Approximately $12.2 billion of debt
outstanding as of March 31, 2009 is affected by Fitch's action.

Fitch's rating actions incorporates the continuing strengthening
of CVC's credit profile, the company's improved liquidity position
and financial flexibility and Fitch's expectation of sustainable
free cash flow generation.  On a consolidated basis, CVC's
leverage metric for the last 12 months ended March 31, 2009, was
5.14 times (x) reflecting the steady improvement from 6.86x as of
year-end 2006.  Fitch expects that CVC's leverage metric will
continue to improve during the balance of 2009 due to lower debt
levels and ongoing EBITDA growth and finish 2009 with leverage
approximating 4.9x on a consolidated basis.

Driven by the combination of a 14% year-over-year EBITDA increase
and a 5% year-over-year decline of CVC's capital expenditures, the
company's free cash flow (defined as cash from operations less
capital expenditures and dividends) increased over 110% during the
first quarter when compared with the same period last year.  After
generating nearly $383 million of free cash flow during 2008,
Fitch expects CVC to generate in excess of $600 million of free
cash flow during 2009 (assuming constant dividends).  During 2009,
Fitch expects CVC's capital expenditures to decline relative to
2008 capital expenditure levels both in terms of the absolute
dollar amount and as a percentage of revenues.  The decline will
be precipitated by lower capital spending within the company's
core cable segment, which as a percent of cable segment revenues,
Fitch expects to trend closer to 10% of cable segment revenues
during 2009.

Entering 2009 Cablevision's liquidity position was a concern
within its credit profile.  While subsidiaries of CVC maintain
relatively strong revolver borrowing capacity, the company's
liquidity position was weakened by high levels of near-term
scheduled maturities as over $1.7 billion of unsecured debt and
bank amortization was scheduled to mature during 2009.  Fitch's
concern was substantially alleviated by CVC's continued access to
the capital markets through CSCH's issuance of nearly $1.4 billion
of senior unsecured notes during the first quarter of 2009, which
when coupled with existing cash on hand ($335 million as of
March 31, 2009) and anticipated free cash flow, adequately
positions the company to retire remaining maturities scheduled
during 2009 and 2010.  Having successfully addressed its near term
scheduled maturities, CVC appears to be proactively addressing the
$6.1 billion of debt scheduled to mature during 2011 and 2012,
including over $4.5 billion (as of March 31, 2009) scheduled
during 2012.  While outside of Fitch's typical rating horizon, the
2012 scheduled maturity is substantial and CVC will not be able to
satisfy its obligations through internal liquidity sources
creating refinancing risk.  CSCH successfully amended and restated
its senior secured credit agreement extending the final maturity
date of the Incremental Term Loan Facility for lenders holding
approximately $1.2 billion of outstanding Incremental Term Loan
Facility loans to March 29, 2016 from March 29, 2013, effectively
pushing approximately $837 million of 2012 maturities to 2016.

From Fitch's perspective, the potential spin-off of the MSG
segment is a modest positive for CVC's credit profile.  The spin-
off would simplify CVC's business and increases focus on the
company's core cable operations.  Additionally the spin-off would
isolate any financing requirements related to the renovation of
MSG in an entity separate from CVC's cable operations, limiting
the risk that CVC would use cash generated by its cable operations
to support MSG investments.  Lastly, depending on how MSG would be
capitalized upon its spin-off from CVC, CVC could use any
potential proceeds received from MSG to reduce outstanding debt
and lessen the refinancing risk associated with the maturities
scheduled during 2011 and 2012.

Overall, Fitch's ratings reflect the solid operating profile and
competitive strength of CVC's core cable business derived from
CVC's tightly clustered subscriber base, the company's efficiently
managed cable plant, and the company's growing revenue diversity
owing to the success of CVC's Triple Play service offering and
growing commercial business.  CVC's scale and system clustering
provide the company with competitive advantages in terms of
driving higher operating efficiencies through its cable plant,
taking cost out of customer premise equipment, lowering
programming costs growth, and positioning the company to enhance
its product offerings so that it can differentiate them from the
competition's offering.  CVC's cable business consistently
produces industry leading service penetration levels, average
revenue per unit and ARPU growth rates in an increasingly
competitive operating environment.  Within the context of existing
competitive pressures and weak economic conditions, the ratings
incorporate Fitch's expectation that the company will continue to
generate solid operating metrics and sustainable free cash flow
growth over Fitch's rating horizon.  Additionally, the ratings
recognize that ARPU, revenue and EBITDA growth rates will slow
relative to historical growth rates.

Rating concerns center on CVC's ability to maintain its relative
competitive position given the changing competitive and economic
environment, growing revenues beyond its core Triple Play service
offering, efficiently managing its cable plant to maximize
desirable high-definition content while balancing capital
expenditures to maximize free cash flow generation.  Fitch
believes event risks surrounding CVC's acquisition and non-core
investment strategy as well as its financial policies related to
the allocation of capital to CVC shareholders is expected to
remain a key rating consideration.

A Stable Rating Outlook reflects Fitch's expectation that the
company's operating profile will remain relatively consistent
during the near term in the face of competition and slowing
economic conditions.  Further, the Stable Outlook considers the
company accommodating non-core acquisitions, and investments in a
credit neutral manner and the absence of other leveraging
transactions.

Fitch has upgraded these ratings:

CVC

  -- IDR to 'BB-' from 'B+';
  -- Senior Unsecured Debt to 'B-' from 'CCC+/RR6'.

CSCH

  -- IDR to 'BB-' from 'B+';
  -- Senior Secured Credit Facility to 'BB+' from 'BB/RR1';
  -- Senior Unsecured Debt to 'BB' from 'BB-/RR3'.


CARAUSTER INDUSTRIES: To Obtain $75-Mil. Exit Financing from GE
---------------------------------------------------------------
Carauster Industries Inc. and its debtor-affiliates said in
documents submitted to the Bankruptcy Court that upon consummation
of its proposed Chapter 11 plan of reorganization, it will obtain
$77 million of bankruptcy exit financing GE Capital Markets Inc.
and other banks based on these terms:

   Borrowers          Caraustar Industries and certain domestic
                      debtor subsidiaries

   Guarantors         Existing and future domestic subsidiaries of
                      Caraustar

   Lenders            GE Capital Markets Inc. and other lenders
                      acceptable to agent.

   Agent              General Electric Capital Corporation


   Maximum Amount     $75 million, including a letter of credit
                      subfacility of up to $22 million.  The
                      revolver commitment will also include a
                      swing line subfacility of up to $7,500,000.

   Maturity           June 1, 2012

   Use of Proceeds    Loans made on the date of the financing is
                      consummated will be used to refinance the
                      Debtors' existing working capital
                      indebtedness on the consummation date of
                      their Chapter 11 plan.

Caraustar delivered to the Bankruptcy Court a supplement to their
first amended joint Chapter 11 plan of reorganization that
contains (a) amended and restated articles of incorporation, (b)
amended and restated by-laws, (c) term sheet for exit facility
credit agreement, (d) term sheet for new secured notes indenture,
(e) reorganized Caraustar shareholders agreement, (f) summary of
reincorporation transactions, and (g) rejected executory
contracts.

According to the Troubled Company Reporter on July 7, 2009, the
Court approved the disclosure statement to Caraustar Industries
Inc.'s pre-negotiated Chapter 11 plan, paving the way for the Plan
to go to creditors for voting.  The Court will convene a hearing
to consider confirmation of the Plan on August 5.

Pre-bankruptcy, Caraustar reached agreement with holders of
approximately 83% of its 7-3/8% Senior Notes maturing June 1,
2009, and 91% of its 7-1/4% Senior Notes maturing May 1, 2010, on
the terms of a Chapter 11 restructuring that would reduce the
company's debt obligations by approximately $135 million.

Under the Chapter 11 plan, the Company's common stock holders will
receive their pro rata share of $2.9 million, or about 10 cents
per share, subject to certain conditions, the Company said.
Further, the Company's existing Senior Notes will be exchanged for
an aggregate of $85 million in new Senior Secured Notes and 100%
of the common stock of the reorganized company.  Unsecured
creditors will receive full recovery.

The reorganized company is expected to emerge as a private entity
with Wayzata Investment Partners LLC becoming the Company's
controlling shareholder, Caraustar stated.

A full-text copy of the supplement to the amended Chapter 11 plan
is available for free at http://ResearchArchives.com/t/s?3fd1

                    About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries, Inc. --
http://www.caraustar.com/-- is one of North America's largest
integrated manufacturers of 100% recycled paperboard and converted
paperboard products.  Caraustar serves the four principal recycled
boxboard product end-use markets: tubes and cores; folding
cartons; gypsum facing paper and specialty paperboard products.

Caraustar reached an agreement with holders of roughly 83% of its
7-3/8% Senior Notes maturing June 1, 2009, and 91% of its 7-1/4%
Senior Notes maturing May 1, 2010, on the terms of a cooperative
financial restructuring that would reduce the Company's debt
obligations by roughly $135 million.

The Company and its domestic subsidiaries filed voluntary Chapter
11 petitions along with a pre-negotiated Plan of Reorganization in
the United States Bankruptcy Court for the Northern District of
Georgia on May 31, 2009 (Bankr. N.D. Ga. Lead Case No. 09-73830).
James A. Pardo, Jr., Esq., and Mark M. Maloney, Esq., at King &
Spalding represent the Debtors on their restructuring efforts.
The Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


CCS MEDICAL: U.S. Trustee Fails to Appoint Creditors' Committee
---------------------------------------------------------------
NetDockets reports that the United States Trustee for Region 3
filed a notice with the U.S. Bankruptcy Court for the District of
Delaware indicating that no Official Committee of Unsecured
Creditors has been appointed in the bankruptcy case of CCS
Medical, Inc.  The U.S. Trustee said it received an insufficient
indication of interest by creditors to serve on the committee.

Founded in 1994, CCS Medical, Inc. -- http://www.ccsmed.com/--
has become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs. Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.  Willkie
Farr & Gallagher LLP serves as co-counsel to the Debtors.
Goldman, Sachs & Co., serves as investment banker and Alvarez &
Marsal Healthcare Industry Group, LLC, as restructuring advisor.
Epiq Bankruptcy Solutions LLC is claims agent.


CENTRAL MONTGOMERY: Case Summary 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Central Montgomery Dermatology
           dba Center for Aesthetics Associates, LLC
        1003 South Broad Street
        Lansdale, PA 19446

Bankruptcy Case No.: 09-15345

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Paul Brinton Maschmeyer, Esq.
                  Maschmeyer Karalis P.C.
                  1900 Spruce Street
                  Philadelphia, Pa 19103
                  Tel: (215) 546-4500
                  Email: pmaschmeyer@cmklaw.com

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

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

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

         http://bankrupt.com/misc/paeb09-15345.pdf

The petition was signed by James C. Fairfield.


CHOCOLATE MOUNTAIN: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chocolate Mountain Ranch Estates, LLC
        10004 Chocolate Summit Drive
        El Cajon, CA 92126

Bankruptcy Case No.: 09-10513

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Marwan Younis                                      09-10513

Chapter 11 Petition Date: July 22, 2009

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Louis Clinton Burr, Esq.
            Van Dyke & Associates, APLC
            12760 High Bluff Drive, Suite 250
            San Diego, CA 92130-2019
            Tel: (760) 485-3046
            Email: clintburr@hotmail.com

                  Richard S. Van Dyke, Esq.
                  Van Dyke & Associates, APLC
            12760 High Bluff Drive, Suite 250
            San Diego, CA 92130-2019
            Tel: (858) 365-5588

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

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

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

         http://bankrupt.com/misc/casb09-10513.pdf

The petition was signed by Marwan A. Younis, managing member of
the Company.


CHRYSLER FINANCIAL: Asks Dealers to Pay Reserve Money
-----------------------------------------------------
Chrysler Financial Services is asking dealers of Chrysler Group
LLC to pay large sums to cover possible loan losses, Automotive
News reported.

The payment, which ranges from $75,000 to $250,000, is designed to
cover the risks as early loans payoffs and defaults of consumer
loans, the report said.

During Chrysler's bankruptcy, Chrysler Financial was replaced by
GMAC Financial Services as the primary retail and commercial
lender for the dealers.  The lending company, however, still holds
considerable clout with dealers that have loans with the company.

If a dealer refuses to pay the reserve money, Chrysler Financial
may block a dealer from getting a new floorplan lender by refusing
to release its commercial lien on a dealer's inventory and assets,
which is a standard requirement in floorplan agreements, the
report said.

Chrysler Financial declined to comment on possible actions to
prevent a dealer from finding a new lender, according to the
report.

                      About Chrysler Financial

Chrysler Financial served as Chrysler LLC's preferred lender until
the automaker filed for bankruptcy protection on April 30.  It was
replaced by GMAC Financial Services as part of the government-
backed restructuring of Chrysler.

With a loan portfolio of $45 billion, Chrysler Financial continues
to offer dealership insurance and financial products to consumers,
AP reported.

As reported by the TCR on July 10, 2009, Fitch Ratings has
affirmed and removed from Rating Watch Negative Chrysler Financial
Services Americas LLC's Issuer Default Ratings: Long-term IDR at
'CC'; and Short-term IDR at 'C'.  At the same time, CFS' senior
debt ratings have been revised following changes in Fitch's rating
definitions published in March 2009.


CHRYSLER FINANCIAL: Repays $1.5 Billion in TARP Loan
----------------------------------------------------
Chrysler Financial, the former lending arm of Chrysler LLC, said
July 14 that it has repaid $1.5 billion in government loans, The
Wall Street Journal reported.

The company received the loan on January 16 through the U.S.
Department of Treasury's Troubled Asset Relief Program.  The loan
was plowed into new consumer incentive programs and used to fund
85,000 consumer loans for the purchase of Chrysler vehicles, the
report said.

Chrysler Financial had five years to pay off the loan.  The
company, however, said its TARP loan contained provisions that
increased its costs over time, motivating the company to pay off
the loan quickly, according to an Associated Press report.

                      About Chrysler Financial

Chrysler Financial served as Chrysler LLC's preferred lender until
the automaker filed for bankruptcy protection on April 30.  It was
replaced by GMAC Financial Services as part of the government-
backed restructuring of Chrysler.

With a loan portfolio of $45 billion, Chrysler Financial continues
to offer dealership insurance and financial products to consumers,
AP reported.

As reported by the TCR on July 10, 2009, Fitch Ratings has
affirmed and removed from Rating Watch Negative Chrysler Financial
Services Americas LLC's Issuer Default Ratings: Long-term IDR at
'CC'; and Short-term IDR at 'C'.  At the same time, CFS' senior
debt ratings have been revised following changes in Fitch's rating
definitions published in March 2009.


CHRYSLER LLC: 50% of Rejected Dealers Still in Business
-------------------------------------------------------
Chrysler Group LLC has acquired a strong dealer network from
Chrysler LLC, which remains in Chapter 11.  The company's new
dealer network is comprised of 2,385 dealers open for business
across the United States, and are selling new Chrysler, Jeep(R)
and Dodge vehicles and servicing Chrysler products with genuine,
authorized Mopar(R) parts:

    * 1,364 Chrysler, Jeep and Dodge dealers are located in
      rural communities,

    * 592 Chrysler, Jeep and Dodge dealers serving Metro areas,

    * 429 Chrysler, Jeep and Dodge dealers serve secondary
      markets

More than 50 percent of the 789 dealers whose contracts were
rejected during Chrysler LLC's bankruptcy reorganization remain in
business -- selling other manufacturer's new vehicles, selling and
servicing used vehicles, or operating groundbreaking new business
ventures, such as acting as a buyer's advocate for consumers
purchasing a vehicle.  In addition, Chrysler launched a job-
posting function as part of its dealer computer system to match
displaced dealership employees with remaining dealerships.
To date, 239 dealerships have hired 436 displaced employees and
202 open jobs are currently posted.

Chrysler actively worked with dealers whose contracts were
rejected to facilitate a soft landing within the constraints of
bankruptcy reorganization.  Its dealer reductions took place as
part of bankruptcy reorganization, and as a result there was not
funding to repurchase vehicle, parts or special tools inventory.

Chrysler, working with the major wholesale floorplan lenders,
facilitated the redistribution of 100 percent of the remaining
vehicle inventory Chrysler was not obligated to make arrangements
for the left-over inventory, but felt it was the right thing to
do.

Chrysler matched "rejected" dealers who wanted to sell parts and
special tools inventory with remaining dealers interested in
purchasing parts and special tools inventory:

    * 590 of the 789 dealers requested assistance with parts
      redistribution

    * Of the 590 dealers, 528 (almost 90 percent) have received
      commitments for redistribution

There is a substantial cost to Chrysler to support underperforming
dealers:

    * $33 million annually in administrative costs to maintain
      789 discontinued dealers (personnel to support ordering,
      auditing, processing of payments and invoices, etc.)

    * $150 million annually for Marketing and Advertising for
      the 789 dealers (corporate cost -- above and beyond dealer
      contributions)

    * $1.5 billion in lost revenue due to underperformance in
      2008 CY (the 789 rejected dealers achieved only 73 percent
      of their minimum sales responsibility, resulting in 55,000
      lost vehicle sales, which equates to $1.5 billion.  This is
      revenue that is lost not only to Chrysler, but to the
      dealer, the community and the state, as well)

    * $1.4 billion (over 4 years) for product engineering and
      development of "sister" vehicles (the company had to
      develop "sister" vehicles when the majority of the dealer
      network did not have all three brands under one roof)

In addition to the "hard" costs, there are soft costs that
affect Chrysler Group LLC's corporate and brand reputations.

When there are too many dealers in an area, the dealers are
not as profitable as they could be, resulting in a reduced ability
to invest back in the business, which ultimately affects a
customer's perception of the dealer and the brand.  A first
impression is lasting.  Once a customer is lost over their first
negative impression of a lackluster dealership, it's very
difficult to get them back.

Too many dealers in a market drive down the prices on vehicles
because they compete against each other for the sale, which
negatively impacts dealers and the company, as well as residual
values, which can hurt the consumer.

Retaining the best salespeople is key to both selling vehicles and
providing the customer with an exemplary experience.  It is
difficult to keep top talent if they have the potential to
triple their income at other manufacturers' dealerships. (Average
throughput at Chrysler LLC dealerships prior to the rejection was
405 sales annually.  The U.S. average is 525, Honda's average is
1,219, Toyota is 1,292 and Nissan is 693.  Again this contributes
to a negative perception by consumers and hurts the company's, and
dealer's brand image).

Simple fact is new vehicle sales have declined 40 percent since
2007.

    * The U.S. dealer network was built to service a 16 million
      unit per year industry which no longer exists. There are
      too many dealers for the business.

    * From 1990 to 2007, annual new vehicle sales in the United
      States averaged 16 million units per year. In 2008, that
      figure dropped to 13.5 million units, and in 2009 it is
      forecasted to be approximately 10 million units.

    * Even the dealers whose contracts were rejected testified
      during the bankruptcy proceedings that Chrysler's dealer
      network was too large and needed to be reduced.

Chrysler has been reducing the size of its dealer network for
more than 10 years.  The bankruptcy reorganization necessitated
speeding the process up and completing it during the court
process.  The U.S. Bankruptcy Court, Southern District of New
York, approved Chrysler's motion to reject the contracts of 789
dealers

In the opinion approving the motion, Judge Gonzalez noted that the
"court concluded that the procedures utilized by the Debtors to
determine which contracts would be assumed and assigned to New
Chrysler was a reasonable exercise of the Debtors' business
judgment.  The decision-making process used by the debtors was
rational and an exercise of sound business judgment."

He further noted "The Court also finds that no evidence has been
presented to the Court showing that the Debtors made their
individual rejection decisions irrationally, such that the
rejections demonstrate bad faith or whim or caprice."  (Opinion
regarding authorization of rejection of all executory contracts
and unexpired leases with certain domestic dealers and granting
certain related relief -- Case No. 09-50002, Judge Arthur J.
Gonzalez)

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Chrysler Group Mulls Over New Sedan Plan
------------------------------------------------------
Chrysler Group LLC mulls over the replacement of its mid-sized
sedan twins, the Chrysler Sebring and Dodge Avenger, with a pair
of models built on different platforms, according to a July 20
report by the Automotive News.

The change is being considered as part of a plan to differentiate
vehicles sold in combined Chrysler, Dodge and Jeep dealerships,
the report said.

According to the report, the Dodge Avenger's replacement could
switch to rear-wheel drive, with the engine mounted longitudinally
and would be based on a modified Dodge Challenger platform.  The
future Chrysler Sebring, meanwhile, would remain a front-wheel-
drive car with a transverse-mounted engine but it would switch to
Fiat S.p.A.'s D-Evo platform.

Basing the Chrysler Sebring and Dodge Avenger replacements on
different platforms is part of Chrysler Group's plan to eliminate
sister vehicles among its brands, Automotive News reported.
Between 2005 and 2008, the company incurred about $1.4 billion in
incremental costs to develop those vehicles.

Chrysler Group is expected to decide plans for its mid-sized
sedans early next month, according to the report.


CHRYSLER LLC: Court Approves Lemon Law Claims Assumption Protocol
-----------------------------------------------------------------
Chrysler LLC and its affiliated debtors obtained court approval to
implement a set of protocol governing Chrysler Group LLC's
assumption of claims under lemon laws.

Judge Arthur Gonzalez authorized the Debtors to file a notice of
the terms of the Chrysler-Fiat Sale Order governing the assumption
of lemon law claims, and other documents in each of the lemon law
actions.  He also authorized the Debtors to file a dismissal,
stipulation or other papers to allow creditors to pursue their
claims assumed by Chrysler Group solely against the new company.

The claimants are authorized to pursue the assumed claims by:

  (i) filing papers in the lemon law action to indicate that
      Chrysler Group is being substituted for the Debtors as the
      defendant in the proceeding, provided that the papers
      contain an affirmative statement that only the assumed
      claims are being pursued against Chrysler Group, and that
      any additional pre-closing liabilities will be pursued
      only by filing a proof of claim in the Debtors' cases;

(ii) dismissing the lemon law action and filing a new action
      solely against Chrysler Group, which seeks only relief
      with respect to the assumed claims; or

(iii) any other similar arrangement acceptable to the Debtors
      and Chrysler Group in their sole discretion that results
      in no claims being pursued against the Debtors in any
      non-bankruptcy forum and no "excluded liabilities" being
      pursued against Chrysler Group.

Any claimant who complies with one of those three alternatives
will not be considered in violation of the "automatic stay," Judge
Gonzalez ruled.

In response to Don Kozich's objection, Judge Gonzalez ruled that
the lawsuit filed by Mr. Kozich against DaimlerChrysler Corp. will
not be subject to the terms of the court order.  Mr. Kozich filed
an objection on grounds that his lawsuit stemmed from alleged
fraudulent acts and is not a lemon law action.

Ohio Attorney General Richard Cordray, Theodore Becker and Adam
Becker also objected to the approval of the Debtors' motion on
grounds that it would empower the Debtors and Chrysler Group to
unilaterally determine whether an arrangement regarding procedures
in pending cases is acceptable, that the motion is silent on the
issue of how their claims will be classified, among other reasons.
Mr. Cordray eventually withdrew his objection.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Essex County's Motion to Proceed With Claims
----------------------------------------------------------
The Essex County Sheriff's Office, through a notice, says that it
will ask Judge Gonzales to lift the automatic stay on July 30,
2009, to permit the Essex County Sheriff's Office to proceed with
its cross-claims against Chrysler LLC in a civil lawsuit.   The
lawsuit was filed by Kathleen O'Neill against DaimlerChrysler
Corporation subsequently known as Chrysler LLC, Awilda Colon, the
City of Orange and the Orange Police Department, Essex County
Sheriff's Officer Daniel Amoresano, Government Employees Insurance
Company, as well as numerous fictitiously named defendants.

Ms. O'Neill suffered injuries from an accident while driving a
1991 Dodge Dakota pickup truck.  Her vehicle burst into flames
when it hit a concrete abutment after being struck with a 1987
Toyota Supra.  She subsequently asserted a products liability
claim against DaimlerChrysler alleging design and manufacturing
defects with her vehicle's fuel tank system.

David L. Blank, Esq., of Schwartz Simon Edelstein Celso & Zitomer
LLC, in Morristown, New Jersey, the Essex County Sheriff Office's
counsel, says that it is his client's position that any bodily
injuries which Ms. O'Neill sustained were caused by Chrysler LLC,
which prompted the Essex County Sheriff to assert cross-claims
against Chrysler LLC.

On May 28, 2009, the Superior Court of New Jersey dismissed all
claims against Chrysler without prejudice in the O'Neill lawsuit.

Ms. O'Neill and the Essex County Sheriff's Office subsequently
filed separate proofs of claim against Chrysler.

Mr. Blank asserts that there is cause for the automatic stay to be
lifted pursuant to Section 362(d)(1) of the Bankruptcy Code which
provides that on request of a party-in-interest and after notice
and a hearing, the court will grant relief from the stay for
cause, including the lack of adequate protection of an interest in
property of the party-in-interest.

If the Bankruptcy Court will not lift the automatic stay, the
Essex County Sheriff's Office will ask the Court to require
Chrysler LLC to provide adequate protection pursuant to Section
361 of the Bankruptcy Code.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: House Committee Wants Chrysler, GM Documents
----------------------------------------------------------
A House committee asked the Obama administration to release
documents on the federal bailouts of Chrysler Group LLC and
General Motors Co., to seek more details on decisions that led to
their bankruptcies, The Associated Press reported.

The request to the Obama administration, approved by the House
Financial Services Committee on a voice vote, seeks information
about the work of the Obama administration's auto task force and
the billions in federal aid to the automakers, the report said.

"They negotiated, they reviewed and they approved every aspect of
the Chrysler and General Motors reorganization.  We don't know how
the president's auto task force reached its conclusion," AP quoted
Rep. Spencer Bachus, an Alabama Republican, as saying.

The resolution, proposed by House Republican Leader John Boehner,
highlighted resentment in Congress over the government's work to
push GM and Chrysler into bankruptcy.  The resolution does not
compel the Obama administration to turn over the documents; it
moves next to the full House for consideration, according to the
AP report.

Meanwhile, representatives of Chrysler and General Motors Corp.
are set to explain before a congressional panel next week what the
automakers are doing with their federal loans, according to a July
20 report by wwj.com.

The financial officers are among those invited to testify before
the congressional panel that has been examining how the funds
taken from the Troubled Asset Relief Program are being used.  Also
expected to testify is Ron Bloom, the new head of President Barack
Obama's Automotive Task Force.

The TARP was implemented by the U.S. government to help struggling
financial institutions but some of the funds were allocated to
help the restructuring of Chrysler and GM.

The hearing is set for 10 a.m. on Monday, July 25 at Wayne State
University in Detroit.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: House Passes Bill Restoring Dealershp Agreements
--------------------------------------------------------------
Despite opposition from the Obama administration, the U.S. House
of Representatives approved a plan that would force Chrysler Group
LLC and General Motors Corp. to restore their agreements with
dealers, Bloomberg News reported.

The provision, part of  a $46-billion budget bill for government
agencies that passed 219-208, would require the automakers to
restore franchise agreements with their dealers as a condition of
receiving federal aid.

Chrysler terminated 789 dealerships as part of its bankruptcy
while GM has identified about 1,300 dealers that are to be wound
down through October 2010.  The termination has angered lawmakers
who said that many of their hometown car dealers were closed down
without a full explanation or enough time to prepare.

Representative Steve LaTourette, an Ohio Republican who proposed
the plan, said it would not necessarily require the automakers to
keep the dealerships open, only that they end agreements in
accordance with state franchise laws.  He said, that procedure,
which would mean compensating affected dealers who may now be in
another business, was short-circuited by the bankruptcy courts,
Bloomberg reported.

Only Rep. John Dingell, a Michigan Democrat, spoke against the
proposal on the House floor, saying Congress was "playing with
fire."

"This is the wrong lever, and the wrong time and the wrong way.
The result of this playing with fire could be a serious disaster,
which we visit upon ourselves, upon the auto industry and upon all
of those who are dependent on it," Detroit Free Press quoted Mr.
Dingell as saying.

The automakers and the Obama administration previously warned
Congress that restoring the dealers could jeopardize the
automakers' recovery from bankruptcy.

In a July 9 statement, Chrysler said the legislation would
"jeopardize the viability of the new company," and that it "used
sound business judgment" to determine the appropriate size for its
dealer network.

"The reorganization under the guidance of the U.S. Bankruptcy
Court necessitated that tough, painful business decisions be made
including reducing the number of manufacturing facilities,
employees and dealers.  These decisions were not taken lightly,
nor were they made irrationally," Chrysler said.

The Obama administration, meanwhile, said in a July 15 statement
that the decision by Chrysler and GM to rationalize their dealer
networks was "a critical part of their overall restructuring to
achieve long-term viability in order to save jobs in the long run,
and to improve the prospects for the companies' repayment of the
substantial taxpayer investments."

"Without the significant steps these automakers have taken to
revamp their operations, the companies would have failed,
imperiling every GM and Chrysler dealer in the country," the
statement said.

A version of the plan in the Senate has 25 cosponsors.  Rep. David
Obey, a Wisconsin Democrat, said it was unlikely the plan would
survive as written.

"What we do want is to see that language used as an opportunity to
get the auto dealers and auto companies to sit down and work out a
better appeals process," Detroit Free Press quoted Mr. Obey as
saying.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Merrill Report Says Chrysler Market Share to Decline
------------------------------------------------------------------
Chrysler is likely to be half its current size in a few years due
to lack of product, The Detroit News reported, citing the annual
"Car Wars" report prepared by Merrill Lynch.

Chrysler's share of the market including its Dodge and Jeep brands
has been on a steady decline, slipping from 13.6% in 2005 to 11%
last year, with 1.45 million vehicles sold and 9.8% for the first
six months of this year.

"Chrysler severely lags the industry on a number of key metrics,
which is an ominous sign for market share.  In our view, this is a
result of a lack of investment by previous owners and the dubious
potential for Fiat products in the U.S. market," analyst John
Murphy wrote in the annual report.

The annual Car Wars report by Merrill Lynch, now owned by Bank of
America, essentially measures the freshness of an automaker's
lineup by looking at statistics such as the average age of its
vehicles, and the percentage of new models in the range, according
to The Detroit News report.

Over the next four years, Merrill Lynch predicts that Chrysler and
GM will have the smallest proportion of entirely new or redesigned
vehicles in their lineup, 33% for Chrysler and 45% for GM.

A Chrysler spokesman said the automaker is rolling out 24 vehicles
in the next 48 months and has "no plans to be half our size in the
future," The Detroit News reported.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Stipulation with Daimler Further Amended
------------------------------------------------------
In connection with the asset sale to Fiat S.p.A., the
Court entered an order on June 5, 2009, approving a certain
"Settlement Agreement III," which provides that, among other
things, Chrysler LLC and its affiliates will release Daimler AG
and certain of its affiliates "from any and all Section 101
Claims, including Avoidance and Other Actions," with certain
exceptions.

Section 6(b) of Settlement Agreement III provides that Daimler and
certain of its affiliates are released from certain claims except
to the extent that the Creditors Committee delivers, within 45
days from the Approval Order, a written demand to Debtors' counsel
that Old Carco LLC bring a claim against Daimler as set forth in a
proposed complaint.  The 45-day period ended July 20, 2009.

Additionally, pursuant to Section 6(b), the Complaint must be
filed within 25 calendar days after the delivery of the Committee
Demand, but in no event later than 60 calendar days after the
entry of the Approval Order.  If Old Carco LLC refuses to file the
Complaint, the Creditors Committee must obtain leave from the
Court to file the Complaint within the period.  The 60-day period
expires on August 4, 2009.

Section 10 of Settlement Agreement III provides that the
forgiveness, release and discharge by Daimler North America
Finance Corporation set forth in Section 7(a) of Settlement
Agreement III, and the related agreements of DNAF in Section 7(c)
of Settlement Agreement III, are expressly conditioned upon and
will not be effective until the occurrence of certain loan release
condition, which is based on those time periods as set forth in
Section 6(b).

In a stipulation and agreed order signed by Judge Gonzalez, the
Debtors, the Official Committee of Unsecured Creditors, Daimler
AG, Daimler North America Corporation, Daimler North America
Finance Corporation, Daimler Investments US Corporation, and their
related entities stipulate to modify Section 6(b) of Settlement
Agreement III to provide the Creditors Committee with an
additional week to deliver the Committee Demand, if any, to
Debtors' counsel, and should the Debtors refuse to file any
Complaint, for the Committee to obtain leave from the Court to
file the Complaint on behalf of the Debtors' bankruptcy estates.

Upon the Creditors Committee's delivery of a copy of the proposed
Complaint to counsel for Debtors and counsel for Daimler, the
parties agree that Section 6(b) is modified to provide that:

   (i) the time period that the Creditors Committee will have to
       deliver the Committee Demand to Debtors' counsel is
       extended from July 20, 2009, to July 27, 2009; and

  (ii) the date by which the Debtors' or the Creditors
       Committee, after obtaining leave from the Court, may file
       the Complaint in accordance with the provisions of the
       Section 6(b), is extended from August 4, 2009, to
       August 11, 2009.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: To Keep 3rd Shift at Ontario Minivan Factory
----------------------------------------------------------
Chrysler has reversed a decision to cancel the third shift at its
minivan plant in Windsor, Ontario, a move that will save more than
1,000 jobs, the Reuters reported.

Chrysler said in March it planned to cut the shift as part of an
effort to restructure its operations in the face of slumping
sales, the report notes.

"It's great news for 1,200 CAW Local 444 members out at the
Chrysler plant and obviously the spinoff jobs that come with it,"
Reuters quoted Canadian Auto Workers President Ken Lewenza as
saying.  "Obviously, it's a strong message from Chrysler that they
plan to maintain their market share lead in the minivan segment,"
he said.

Reid Bigland, president and chief executive of Chrysler Canada,
echoed Mr. Lewenza's comments.

"This is great news for our employees, our community and our
buyers," he said in a statement.  "Demand for our minivans in the
second half of 2009 has been steadily rising and this decision
will allow us to meet that demand."

The plant in Windsor employs about 4,450 hourly workers and makes
the Dodge Grand Caravan, Chrysler Town & Country minivans and the
Volkswagen Routan.  The plant is closing for two weeks as part of
its regular summer shutdown, and after that it had been set to
operate on only two shifts, according to the report.


CHRYSLER LLC: Togut Segal Bills $1.3 Million for May Work
---------------------------------------------------------
Professionals retained in connection with the Debtors' bankruptcy
cases filed applications for payment of fees and reimbursement of
expenses for the specified period:

Professional        Applicable Period           Fees   Expenses
------------        -----------------           ----   --------
Togut Segal &      04/30/09 - 05/31/09    $1,326,055    $13,851
   Segal LLP

The Siegfried      05/22/09 - 05/31/09        27,751      1,862
   Group LLP       06/01/09 - 06/30/09        54,904     22,326

Schulte Roth &     06/01/09 - 06/30/09     1,271,811     26,715
   Zabel LLP

Cahill Gordon &    06/01/09 - 06/30/09       127,887      3,860
   Reindel LLP

Greenhill & Co.    06/01/09 - 06/30/09             0    124,709
   LLC

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CHRYSLER LLC: Wilmington's Motion To Lift Stay to Exercise Rights
-----------------------------------------------------------------
Wilmington Trust Company, a state-chartered bank and trust
company, asks the Court to lift the automatic stay so that it can
exercise its rights as a secured creditor or compel the Debtors to
abandon any interest in certain vehicles.

In their Chapter 11 cases, the Debtors assumed and assigned two
dealerships as part of their deal with Fiat S.p.A.  The
dealerships are I.G. Burton of Seaford LLC which operates a
Chrysler, Jeep, Dodge dealership in Seaford, Delaware, and I.G.
Burton of Milford LLC which operates a Chrysler, Jeep, Dodge
dealership in Milford, Delaware.

Before the Petition Date, WTC entered into an agreement with
Seaford to provide it with floor-plan financing pursuant to which
WTC agreed, among other things, to lend Seaford money to be used
to purchase new vehicles from the Debtors, and Seaford agreed to
repay amounts advanced by WTC for the new vehicles.

According to Deborah Kovsky, Esq., at Pepper Hamilton LLP, in
Detroit, Michigan, the Agreement also grants WTC a security
interest in the vehicles which was perfected by the filing of a
financing statement with the UCC Filing Section of the Delaware
Department of State on January 11, 2007.

As of July 8, 2009, Seaford is indebted to WTC for $1,514,373, all
of which is secured by a first-priority, purchase money security
interest in the Vehicles, Ms. Kovsky says.  She adds that Milford
has agreed to be bound to Seaford's obligations to WTC.

On February 6, 2009, Seaford and Chrysler Motors LLC entered into
an agreement that contemplated the termination of the Seaford
dealership as of March 9, 2009.  As required by the terms of the
dealership agreement between Chrysler and Seaford, as well as by
Delaware law, Chrysler agreed to repurchase the 2009 model year
vehicles owned by Seaford, all of which were subject to WTC's
purchase money security interest.

On April 2, 2009, the Debtors took delivery of and agreed to
repurchase 61 vehicles owned by Seaford that were subject to WTC's
purchase money security interest, Ms. Kovsky tells the Court.  She
says that the Debtors agreed to pay Seaford $1,514,373 for the
Vehicles.

Ms. Kovsky contends that at no time before or after the delivery
of the Vehicles did WTC agree to release its security interest in
the Vehicles.  She notes that in a payoff letter, WTC advised
Chrysler that the Vehicles were subject to its perfected security
interest and provided Chrysler with the amount that would have to
be paid before WTC would release its security interest.

On May 19, 2009, WTC filed its response to the Debtors' motion to
sell its assets to a purchaser formed by Fiat in which, inter
alia, WTC demanded adequate protection of its security interest in
the Vehicles.

As a result of negotiations among the Debtors, the purchaser, and
WTC, the order entered approving the Sale Motion provides that the
Assets do not include the Vehicles.

Subsequently and in the ordinary course of its business, the
Debtors delivered the Vehicles to Milford pursuant to its
redirection program, which involves the sale of inventory of
dealers whose dealership agreements have been terminated through
dealerships whose dealership agreements have not been terminated.

Ms. Kovsky tells the Court that Chrysler's intention for doing
this was to permit Milford to sell the Vehicles so that the
proceeds of sale could be applied as determined by Seaford,
Milford, and WTC.  She explains that under its agreement with WTC,
Milford will sell the Vehicles and the proceeds of the sale will
be applied to the WTC Debt, thus paying down WTC's secured claim
against Chrysler.

WTC has been trying since early June 2009 to resolve the issues,
Ms. Kovsky says.  At the request of Debtors' counsel, counsel for
WTC even went so far as to draft a stipulation addressing the
issues.

"While WTC does not believe that the Debtors oppose, or could
oppose, the relief requested in this motion, to date the Debtors
have been unable to address WTC's concerns as set forth herein,"
Ms. Kovsky asserts.

The Court will convene a hearing on WTC's Request on July 30,
2009.

                        About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The Company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.  In
2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

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


CIT GROUP: DBRS Downgrades Long Term Debt Ratings to 'CC'
---------------------------------------------------------
DBRS has downgraded the Long-Term Debt ratings of CIT Group Inc.
and its related subsidiaries to CC from CCC.  Concurrently, DBRS
has downgraded the Company's Floating Rate Senior Notes Due August
2009 (ISIN #US125581CR74) to C from CCC.  CIT's Issuer Rating
remains CCC and its Short-Term Instruments rating remains R-5.
All ratings remain Under Review with Negative Implications, where
they were placed on April 24, 2009.

The rating actions follows CIT's announcement that it has entered
into a $3.0 billion secured loan facility, commenced a cash tender
offer for certain debt and initiated a recapitalization plan that
will include a series of exchange offers.

Indicating that default is imminent, the $1.0 billion Floating
Rate Senior Notes due August 17, 2009, were downgraded to C from
CCC.  This action reflects the announced cash tender offer for the
Notes.  Under the terms of the offer, bondholders will receive
$800 for each $1,000 of principal amount of the Notes tendered.
Bondholders tendering their Notes on or before July 31, 2009, will
receive $825 per $1,000 of principal of the Notes tendered.
Importantly, CIT indicated that failure to receive tenders of at
least 90% of the aggregate principal of the Notes outstanding
would result in the offer not being completed, which may lead to
the Company seeking protection under the U.S. Bankruptcy Code.
DBRS views the tender offer as coercive and therefore a default
under DBRS policy.  DBRS will lower the rating to D upon
completion of the exchange.  Under DBRS policy, certain securities
are typically placed in a default status, if an exchange results
in a final outcome that leads to terms that are disadvantageous to
bondholders or effectively a forced consent exchange because
failure to do so would likely lead to an issuer's inability to
pay.

In addition, CIT's announcement indicated that a comprehensive
series of exchange offers will be forthcoming as part of the
Company's recapitalization plan.  As such, DBRS has lowered the
Long-Term Debt ratings on all remaining CIT long-term debt to CC,
given DBRS's anticipation that further exchange offers are likely
to be coercive and disadvantageous to bondholders.

CIT's Issuer Rating remains Under Review with Negative
Implications as the Company's earnings ability remains weak.  This
weakness is illustrated in CIT's regulatory filing today
disclosing that the Company anticipates reporting an outsized loss
of $1.5 billion for the second quarter of 2009.  The Company's
liquidity profile is severely pressured and funding remains
challenged.  In DBRS's view, the announced credit facility only
provides liquidity relief in the immediate term absent a
successful debt restructuring.  Moreover, liquidity is further
stressed by the announced Cease and Desist order recently issued
by the FDIC, which among other actions, prohibits CIT Bank from
increasing the amount of brokered deposits above the $5.5 billion
held as of July 16, 2009.  DBRS views this condition as further
constraining the Company's financial flexibility and reducing the
likelihood that the Company will be successful in transitioning
from a capital markets funded business to a diversified deposit
funding model.

DBRS's review will include an assessment of the Company's
comprehensive restructuring plan. The review will consider any
debt-for-equity exchange offers and their impact on existing
bondholders.  Moreover, DBRS will review the plan's impact on
CIT's future earnings power, liquidity profile, capital base and
funding strategy.  In addition, DBRS will assess the extent that
the Company's franchise has been weakened by the recent negative
headlines and limited new lending capacity.  DBRS's ratings have
been underpinned by the strength of the Company's franchise.
Further, DBRS believes that the recessionary environment will
continue to drive the Company's credit costs higher pressuring
profitability.

                         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 20, Standard & Poor's Ratings
Services  said that it downgraded CIT Group Inc., including
lowering its long-term counterparty credit rating to 'CC' from
'CCC+'.  The ratings remain on CreditWatch Negative, where they
were placed June 12, 2009.  "The downgrade reflects S&P's belief
that there is an increased risk that CIT may declare bankruptcy in
the near term or take other actions that will be detrimental to
debt holders," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.

Moody's Investors Service simultaneously lowered CIT Group Inc.'s
senior unsecured rating to Ca from B3 and issuer rating to Ca from
B3.  The downgrade follows CIT's announcement that that it expects
no additional support from the U.S. government and that it is
evaluating alternatives, which Moody's believes includes a high
probability of a near-term bankruptcy filing.


CIT GROUP: Fitch Expects Rating Cut to 'RD' on Tender Offer
-----------------------------------------------------------
CIT Group Inc. announced that it has commenced a cash tender offer
to purchase the company's senior notes due August 17, 2009 (August
Notes) for 80% of par, according to Fitch Ratings.  Upon
completion of the offer, Fitch expects to downgrade CIT's long-
term Issuer Default Rating to 'RD' from 'C', as Fitch would
consider the purchase a Coercive Debt Exchange.  On July 16, 2009,
Fitch downgraded CIT's IDR to 'C' which indicated that a default
('D') or restricted default ('RD') appears imminent or inevitable.
The tender offer has been driven by the announcement that CIT has
entered into a $3 billion loan facility provided by the company's
major bondholders.  The Credit Facility will be secured by
substantially all of CIT's unencumbered assets and includes fairly
stringent collateral coverage covenants.  Such terms are extremely
onerous and may limit the company's future financial flexibility.

While CIT's announcements may forestall an event of default due to
a bankruptcy filing, consummation of the debt tender offer is
consistent with Fitch's criteria of a CDE.  Specifically,
bondholders will receive a reduction in principal and, absent the
tender offer, there would exist a high probability that CIT would
file for bankruptcy.  It is also possible that, as part of the
company's broader recapitalization plan, bondholders will receive
equity or other hybrid instruments in exchange for debt which
would also constitute a CDE.

A rating of 'RD' indicates an issuer has experienced an uncured
payment default on a material financial obligation but which has
not entered into bankruptcy filings, administration, receivership,
liquidation or other formal winding-up procedure, and which has
not otherwise ceased business.  Despite receipt of Credit Facility
proceeds and announced recapitalization plans, Fitch believes
bankruptcy is still a potential outcome.  Under that scenario
Fitch would downgrade CIT's IDR to 'D'.

Fitch also acknowledges CIT Bank's consent to an Order to Cease
and Desist (C&D) issued by the FDIC.  The order prevents extension
of credit to CIT and affiliates without written consent from the
FDIC and the Utah Department of Financial Institutions.  CIT Bank
is also prohibited from declaring or paying dividends and
increasing brokered deposits above $5.5 billion.  The ring-fencing
of the bank's assets significantly reduces any chance of CIT
furthering its bank strategy.  In the event CIT files for
bankruptcy, Fitch believes it is highly likely that regulators
would seize control of CIT Bank.  Under that scenario Fitch would
downgrade the bank's IDR and Individual Ratings to 'D' and 'F',
respectively.


CIT GROUP: Mulls Which Assets to Sell, May Let Go of Two Units
--------------------------------------------------------------
Jeffrey McCracken, Serena Ng, and Mike Spector at The Wall Street
Journal report that CIT Group and its advisers are evaluating
which assets to sell.

Citing a person familiar with the matter, The Journal says that
asset sales are an essential part of plans to reduce the
beleaguered lender's $75 billion balance sheet, "to half or much
less of that."  According to the report, the reductions are
essential because CIT can't raise new funding in the marketplace.

People familiar with the matter said that CIT is most likely to
sell its aviation-finance and rail-finance operations, The Journal
relates.  CIT and its bankers have determined that the Company
will struggle to make money in its aviation and railcar
businesses, according to The Journal.  CIT has about 116,000
railcars, which are leased to shippers and railroads.  The Company
also leases airplanes to 100 airlines around the world.  The
Journal says that CIT explored a sale of its railcar-leasing
business in 2008 and collected bids from potential buyers, but
executives stopped the sale because the bids were too low.

According to The Journal, CIT is likely to keep its:

     -- corporate-finance department -- its largest division that
        handles asset-based loans and other commercial loans; and

     -- factoring business, which provides trade finance to
        retailers and many small retail vendors.

The Journal says that the fate of its vendor-financing business,
which allows companies like Dell and Konica Minolta to finance
their customers purchase, is uncertain.  The Journal states that
the division is losing business rapidly.  As reported by the
Troubled Company Reporter on July 22, 2009, CIT lost its vendor
financing deal with Microsoft Corp.

                          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: Recapitalization Plan Won't Affect S&P's 'CC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on CIT
Group Inc. (CC/Negative/C) are not immediately affected by the
company's announcement that it had initiated a recapitalization
plan and entered into a $3 billion loan facility provided by a
group of major bondholders.  The current rating level continues to
reflect a significantly heightened risk of bankruptcy.  The
ratings remain on CreditWatch Negative, where they were placed on
June 12, 2009.

As the first step in a planned restructuring of its liabilities,
CIT commenced a cash tender offer for its outstanding floating-
rate senior notes due August 17, 2009.  The price offered is less
than face value, and the company has indicated that without a
successful tender offer it may have to file for bankruptcy
protection.  In accordance with S&P's criteria -- following the
successful execution of this tender offer -- S&P will lower its
counterparty credit rating on the company to 'SD' (selective
default).  In addition, S&P will lower the ratings on the affected
debt issue to 'D'.  If the tender offer is successful, S&P expects
that a comprehensive series of exchange offers will follow, with a
restructuring plan announced by October 1, 2009.  In S&P's
opinion, the $3 billion loan facility will allow CIT to meet its
liquidity obligations in the short-term and forestall an immediate
declaration of bankruptcy.  However, S&P believes the risk of
bankruptcy remains significantly heightened, especially given the
company's continued net losses (in excess of $1.5 billion in
second-quarter 2009), deficiencies in regulatory capital at the
holding company, and the lack of a sustainable mechanism for
funding.


CITY LOBSTER: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Rock 49th Rest. Corp., dba City Lobster & Steak, has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York.

According to Crain's New York Business, City Lobster said that it
owes more than $500,000 to 50 various creditors.  City Lobster
owes $230,000 to its largest creditor, landlord 1251 America
Associates II L, although the restaurant is disputing that amount.
City Lobster also owes almost $27,000 to Jordan Lobster and
Seafood in Island Park, N.Y., and almost $9,000 to Buckhead Beef
of South Plainfield, N.J.  Court documents say that City Lobster
owed some $25,000 to Brother Jimmy's Restaurant, but an amended
filing deleted mention of that debt.

Crain's quoted Andrew Rigie, director of operations for the New
York State Restaurant Association, as saying, "Many of the
restaurants in the business districts have been hit hard.  They
can't rely on the second turn at lunch anymore.  Many restaurants
are lucky to fill all their tables once during lunch."

Rock 49th Rest. Corp. is located near Radio City Music Hall and
Rockefeller Center.  It was noted in last year's Zagat Survey as a
well-situated standby for business lunches.


CRAFTMADE INT'L: Gets Covenant Relief Under $40-Mil. BofA Loan
--------------------------------------------------------------
Craftmade International, Inc., said effective July 10, 2009, it
completed a $40 million Loan and Security Agreement with Bank of
America, N.A.

The Revolving Loan Agreement provides for revolving loans in an
aggregate amount up to $40,000,000 and is secured by substantially
all of the Borrowers' assets, excluding its current real estate
holdings.

On July 10, 2009, Woodard-CM, LLC, a wholly owned subsidiary of
Craftmade, entered into a Term Loan Agreement with The Frost
National Bank, San Antonio, Texas, in conjunction with executing a
Term Loan Note, in the principal amount of $3,500,000, payable to
Frost, secured by Woodard's primary manufacturing and distribution
facility located in Owosso, Michigan.  In aggregate the proceeds
from the Revolving Loan Agreement and the Term Loan Agreement were
used to pay off amounts owed under the Third Amended and Restated
Loan Agreement with Frost, as Administrative Agent and the Other
Lenders, dated as of December 31, 2007.

Loans under the Revolving Loan Agreement may be deemed to be
either base rate loans or LIBOR rate loans.  Base rate loans will
bear interest at a per annum rate equal to the greater of (a) the
Prime Rate (as published by Bank of America); (b) the Federal
Funds Rate plus 0.50%; or (c) 30-day London Interbank Offered Rate
plus 1.0%; plus an applicable margin ranging from 0.75% to 1.25%
based on Craftmade's cash flow performance as measured by the
Fixed Charge Coverage Ratio for the most recent month.  LIBOR rate
loans will bear interest at LIBOR for the applicable Interest
Period -- 30, 60 or 90 days -- plus an applicable margin ranging
from 3.00% to 4.00% based on Craftmade's cash flow performance as
measured by the Fixed Charge Coverage Ratio for the most recent
month.  The maximum amount of loans under the Loan Agreement will
be determined by a formula taking into consideration the
receivables and inventory of the Borrowers, net of any reserves
put into place by Bank of America.  The Loan Agreement will
terminate on July 7, 2012.

Pursuant to the Revolving Loan Agreement, the financial covenants
require Craftmade to maintain a Fixed Charge Coverage Ratio of not
less than 0.85 for the initial periods, and building to not less
that 1.0 by August 2009 and thereafter.  All wholly owned domestic
subsidiaries of Craftmade and Design Trends LLC, a 50% owned
subsidiary of Craftmade, have agreed to be guarantors of the
Revolving Loan Agreement.

Should Craftmade achieve and maintain a minimum of $6,000,000 of
availability -- calculated as the Borrowing Base minus the
principal balance of all loans -- for 60 days, the Fixed Charge
Coverage Ratio shall not be tested until such time as availability
drops below $6,000,000.

The Frost Note bears a floating interest rate based on Prime Rate
(as published in the Wall Street Journal) plus 2.0% per annum.
Pursuant to the Frost Note, Woodard has agreed to pay equal
monthly payments of principal and interest based on a 10-year
amortization schedule, with the unpaid principal and interest
payable on July 7, 2012.  As security for the payment and
performance of the Frost Note, Woodard granted to Frost a lien in
the Michigan Facility pursuant to a mortgage, which facility
Woodard acquired as part of the January 4, 2008 acquisition of
certain net assets of Woodard, LLC.  Craftmade entered into
guaranty agreements with Frost pursuant to which Craftmade,
together with certain of its direct or indirect subsidiaries, has
agreed to guarantee payment and performance of the Frost Note by
Woodard.

The Revolving Loan Agreement and the Term Loan Agreement are
subject to customary events of default.  If any event of default
occurs and is continuing, Bank of America or Frost, respectively,
may accelerate amounts due under the agreements and exercise other
rights and remedies.

"These loans will provide essential support for our working
capital needs during a challenging economic time, and they also
expand our banking relationships for the next three years,"
commented J. Marcus Scrudder, Craftmade's Chief Executive Officer.
"Refinancing of our line of credit has been a top priority for the
company.  We're happy to have established a new banking
relationship with Bank of America, while at the same time
continuing our long association with Frost."

                          About Craftmade

Founded in 1985, Craftmade International, Inc. --
http://www.craftmade.com/-- is engaged in the design,
manufacturing, distribution and marketing of a broad range of home
decor products, including proprietary ceiling fans, lighting
products and outdoor furniture.  The Company distributes its
premium products through a network of independent showrooms and
mass retail customers through its headquarters and distribution
facility in Coppell, Texas and manufacturing plant in Owosso,
Michigan.


CREATIVE LOAFING: Publisher Teams Up With BIA to Fend Off Atalaya
-----------------------------------------------------------------
Michael Hinman at Washington Business Journal reports that an
auction may be set for Creative Loafing Inc. next month.

The U.S. Bankruptcy Court for the Middle District of Florida is
preparing to set the rules on July 27 for the August 25 equity
auction of Creative Loafing's assets, Business Journal states.

According to Business Journal, Atalaya Capital Management and
Creative Loafing agreed on a plan last week that would put the
Company up for auction in August.  Atalaya Capital Management has
tried to gain control of Creative Loafing since the Company filed
for Chapter 11 bankruptcy in September 2008.

Business Journal states that under the agreement, Atalaya would be
the stalking horse bid starting at $2 million.  Without
restrictions, it would be able to bid up to the $31 million it is
owed without having to pay out a single dollar, Business Journal
says.  Business Journal relates that Atalaya said that it handed
Creative Loafing about $31 million in 2007 to buy alternative
papers Washington City Paper and Chicago Reader.

Creative Loafing publisher Ben Eason said that if one of the
Company's major creditors isn't restricted, he would lose his
ownership stake in the chain, Business Journal reports.
Mr. Eason, Business Journal relates, has joined with
BIA Digital Partners of Virginia -- whom Creative Loafing owes $10
million as part of the Washington and Chicago newspaper purchases
-- to bid for the assets.  "It appears the way Atalaya is coming
at this, they'll put their money in and immediately take it out.
We're looking to make sure that whoever bids at the equity auction
truly wants to hold the company," Chicago Reader quoted Mr. Eason
as saying.

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The Company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CRESCENT RESOURCES: Receives Final Court OK for $110MM DIP Loan
---------------------------------------------------------------
Crescent Resources said the U.S. Bankruptcy Court in the Western
District of Texas has granted final approval of the Company's
$110 million debtor-in-possession credit financing.  The Court had
previously granted Crescent interim authority to access
$35 million of the DIP facility.

Approval of Crescent's DIP financing will allow the company to
continue normal operations during its restructuring and enable the
company to meet its working capital and general business needs.

Andrew Hede, chief executive officer of Crescent Resources, said,
"We are pleased to have received final Court approval of our DIP
credit facility, which will provide the company with the financial
flexibility necessary to continue operations as usual throughout
the remainder of the restructuring process.  This is a key step
forward as we restructure our balance sheet and position Crescent
for a stable future."

The U.S. Trustee will hold a meeting of creditors in Crescent
Resources cases on August 4, 2009, at 10:00 a.m. (Central Time),
at the Homer J. Thornberry Judicial Building, 903 San Jacinto
Boulevard, Room 118, in Austin, Texas.  This is the first meeting
of creditors required under Section 341(a) of the Bankruptcy Code
in all bankruptcy cases.

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


CRESCENT RESOURCES: Titan Sues Phillip Near for Fraud
-----------------------------------------------------
David Twiddy at The Associated Press reports that Titan Global
Holdings Inc. has sued former Crescent Resources LLC President
Phillip Near, accusing him of committing fraud during an
acquisition process involving the two companies.

The AP relates that the lawsuit was a countersuit against Mr.
Near, who sued Titan in May.  Mr. Near claimed that Titan offered
to buy Crescent in 2008 but instead siphoned off money, which
caused the financial problems leading to the Company's bankruptcy,
and that Titan forced him out in March 2009 without paying him for
his stock shares, leaving him millions of dollars in debt.

According to The AP, Titan executives denied Mr. Near's claims and
accused Mr. Near of committing fraud against the Company during
the acquisition process.  Titan said that Crescent was already
close to bankruptcy before it started considering acquisition, The
AP states.  Mr. Near covered up the depth of Crescent's financial
problems through a series of secret agreements with certain
convenience store clients, the report says, citing Titan.
According to the report, the agreements created large accounts
receivable on Crescent's books.  Titan, the report states, said
that clients were told that they wouldn't have to pay those
accounts and that Mr. Near executed agreements with the customers
in November 2008, canceling those payments.

The AP quoted Titan as saying, "Near's actions in forgiving such
accounts receivables caused a sudden and intense deterioration in
the working capital available to Crescent, causing Crescent to
enter bankruptcy.  Once Crescent entered bankruptcy, the truth
about Near's mismanagement and fraudulent activities slowly began
to surface, and various operators of convenience stores to which
Crescent supplied fuel began telling Titan story after story about
the secret 'off book' agreements that Near had orchestrated with
such operators."

The Titan executives said that they were defrauded and are
demanding damages because they relied on the financial information
provided by Mr. Near as accurate, according to The AP.

"The claims are absolutely 100 percent false," the AP quoted
Michael Pospisil, one of Mr. Near's lawyers, as saying.  Titan
didn't provide any detail on the alleged "off book" agreements or
which customers were involved, the report says, citing
Mr. Pospisil.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


CROWN CASTLE: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed Houston-based
wireless tower operator Crown Castle International Corp.'s 'B+'
corporate credit rating and all other issue ratings on the company
and its related subsidiaries, including the 'B+' rating on
unsecured debt at parent Crown Castle International Corp.
However, S&P revised the recovery rating on the parent's unsecured
debt to '4' from '3', denoting prospects for average (30%-50%)
recovery in the event of a payment default.  The outlook is
stable.

"The affirmations and recovery rating revision follow the
company's announcement that it has issued $250 million of new
senior secured notes," said Standard & Poor's credit analyst
Catherine Cosentino.  The proceeds will be used to repay the CMBS
debt issued by Global Signal Trust II, which had a December 2009
maturity.  The new debt does not materially change the company's
overall financial profile.  However, S&P's previous recovery
rating of '3' on the $900 million of unsecured notes at Crown
Castle assumed that the CMBS notes would be repaid from cash on
hand, both internally generated and from the net proceeds of
another $1.2 billion of financings completed earlier this year.
"Therefore," added Ms. Cosentino, "the new debt issue creates net
additional priority claims relative to the parent notes that
weakens recovery, lowering it to '4' from '3'."


DAVE & BUSTER'S: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all of Dave & Buster's Inc.'s
ratings -- including its B2 Corporate Family and Probability of
Default ratings, and the SGL-3 speculative grade liquidity rating.
The rating outlook was revised from stable to negative.

The affirmation of the B2 Corporate Family Rating recognizes D&B's
improvement in operating margin in the recent years, through a
combination of implementing margin-focused initiatives and
proactively driving amusement/game aspect of its business which
typically commands a higher margin than that of the restaurant
sales.  The affirmation also incorporates the company's relatively
modest leverage for its current rating and expected adequate
liquidity profile in the next twelve months as reflected in the
SGL-3.

The change of outlook to negative, however, depicts Moody's
concern on the company's continued weakening top-line performance
such as same store sales growth since the back half of 2008 and
expectations that negative trends are likely to persist in the
foreseeable future.  The company's current credit metrics, some of
which are already weak for its B2 rating (such as weak interest
coverage and thin free cash flow generation), are likely to
deteriorate below the current level.

Moody's believes that the wide-spread economic malaise would
likely continue to negatively affect D&B's revenues, in large part
due to its dependency on consumer's discretionary spending.
Although its traditional customers (professional adult and family
having average income in excess of $75,000) enjoy relatively
higher income, the company is not immune to the prolonged
recession, in particular to the effect from the escalating
unemployment rate and tightened corporate expense account (which
affected its special events business).

"Its operating cost is relatively high given its large format, and
a significant portion of the expense is fixed," commented Moody's
analyst John Zhao.  "Thus the rising negative pressure on sales is
tempering the margin improvement achieved in the past, and hence a
concern."

The rating action is:

* Rating Outlook -- changed to negative from stable

Ratings affirmed:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* Senior Secured Credit Facilities Rating -- Ba2 (LGD2, 14%)

* $160 million 11.25% Senior Unsecured Notes due 2014 -- B3(LGD4,
  69%)

* Speculative Grade Liquidity rating -- SGL-3

The last rating action occurred on September 28, 2006 when its
bank debt rating was raised to Ba2.

Headquartered in Dallas, Texas, Dave & Buster's, Inc., is a
leading operator of large format, high volume specialty
restaurant-entertainment complexes.  The company operates under
the Dave & Buster's, Dave & Buster's Grand Sports Cafe, and
Jillian's brand names and owns approximately 52 units in the
United States and Canada and franchises one unit in Mexico.
Revenues for the last twelve months ended May 3, 2009, were
approximately $529 million.


DAYTON SUPERIOR: Can Employ AlixPartners as Restructuring Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Dayton Superior Corporation permission to employ AlixPartners,
LLP, as its restructuring advisor.

AlixPartners will:

  -- work with the senior management of the Debtor and its other
     constituencies and its advisors to provide financial
     consulting services and restructuring advice.

  -- assist the Debtor with preparing and filing of the
     bankruptcy schedules and statements of financial affairs.

  -- assist with the overall claims and contracts resolution
     process and provide both the Debtor and counsel access to
     the claims and contracts data.

As compensation, AlixPartners professionals bills at these hourly
rates:

     Managing Directors            $595
     Directors                     $485
     Vice Presidents               $395
     Associates                    $295
     Analysts                      $195
     Paraprofessionals             $120

Todd B. Brents, a managing director at AlixPartners, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtor or its estate, and that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DAYTON SUPERIOR: Panel Can Hire Conway Del Genio as Fin'l Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of Dayton Superior
Corporation permission to employ Conway, Del Genio, Gries & Co.,
LLC, as financial advisor, nunc pro tunc to May 7, 2009.

Conway Del Genio will:

  -- evaluate the liquidity position of the company, including
     cash conversion strategies, cost reduction efforts, and
     rationalization of other required payments through analysis
     of rolling 13-week cash forecasting;

  -- analyze the Company's near-term capital obligations,
     including debt service requirements, capital expenditures
     and working capital requirements; and

  -- review the Company's long-term business plan.

Pursuant to the engagement letter, Conway Del Genio will receive a
monthly fee of $150,000 for its services.

As ordered by the Court, however, Conway Del Genio will apply for
compensation for professional services rendered and reimbursement
of expenses incurred in compliance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
Rules, and any other applicable procedures and orders of the
Court.

Mark Gries, a principal at Conway Del Genio, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtor or its estate, and that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DAYTON SUPERIOR: Panel Can Employ Stroock & Stroock as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of Dayton Superior
Corporation permission to employ Strook & Stroock & Lavan LLP as
its lead counsel, nunc pro tunc to April 30, 2009.

Stroock & Stroock will:

  -- advise the committee with respect to its rights, duties and
     powers in the Chapter 11 case;

  -- assist and advise the Committee in its consultations and
     negotiations with the Debtor relative to the administration
     of this case; and

  -- assist the Committee in analyzing the claims of the Debtor's
     creditors and in negotiating with said creditors.

Stroock & Stroock's current hourly rates for its professionals
are:

     Partners            $675-$995
     Counsel             $630-$720
     Associates          $310-$630
     Paraprofessionals   $235-$295
     Litigation Support  $175-$280

Kenneth Pasquale, a member at Stroock & Stroock, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtor or its estate, and that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DEL MONTE: S&P Changes Outlook to Positive, Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on San Francisco, Califronia-based Del Monte Foods Co. to
positive from stable.  At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating and other ratings. As
of May 3, 2009, Del Monte had about $1.6 billion of debt
outstanding.

"The outlook revision reflects Del Monte's good operating
performance and stronger credit measures for the fiscal year ended
May 3, 2009, and S&P's expectation that the company will be able
to maintain its improved financial profile, despite some cost
pressures," said Standard & Poor's credit analyst Alison Sullivan.
As a result of EBITDA growth and debt repayment, S&P estimates
leverage declined to about 3.8x in fiscal 2009, as compared with
about 4.8x during fiscal 2008.  Although S&P believes Del Monte
will experience modest increases in commodity and marketing costs,
S&P expects the company's operating momentum and cash flow should
benefit from fiscal 2009 pricing increases, productivity
improvements, and new product mix.  S&P believes Del Monte will
continue to improve operating performance and key credit measures
over the next year, with ongoing modest growth in the consumer and
pet products segments despite the challenging economic
environment.

The ratings on Del Monte reflect moderate debt levels and exposure
to volatile commodity costs.  Del Monte benefits from its diverse
product portfolio with leading market shares and high brand
recognition in the stable, domestic, shelf-stable fruit and
vegetable processing industry and pet food sector.

The company holds leading market shares in the processed fruit,
vegetable, tomato, broth, and pet food markets, with brand names
including the Del Monte brand, as well as Meow Mix and Milk Bone.
It is S&P's opinion that these markets are highly competitive, as
retail customers in the food industry are rationalizing costs and
reducing inventory levels to improve profitability.  There is some
customer concentration as Wal-Mart (including Sam's Club)
constitutes 34% of list sales, and the 10-largest customers
accounted for 62% of list sales in fiscal 2009.

The outlook on Del Monte is positive.  Although S&P estimates that
leverage could be slightly more than 3.5x for the next two
quarters due to seasonality, S&P expects Del Monte will apply its
free cash flow to debt reduction, and reduce and sustain leverage
to less than 3.5x by fiscal year-end 2010 while maintaining FFO to
total debt near current levels.  S&P could upgrade the company if
it is able to sustain its positive operating momentum and reach
these fiscal 2010 target credit measures.  S&P could revise the
outlook to stable if operating performance declines such that
credit measures weaken and leverage is more than 4x.  This could
occur in a scenario of relatively flat debt levels, less than 5%
revenue growth, and a 200-basis-point EBITDA margin contraction,
over fiscal 2009 levels.


DELPHI CORP: Reports Accord With Lenders, Creditors and PBGC
------------------------------------------------------------
Delphi Corp. (PINKSHEETS:DPHIQ) announced that as part of its
efforts to facilitate further consensual discussions among
representatives of General Motors Company (GM), Platinum Equity,
Delphi's DIP Lenders and other stakeholders, the Bankruptcy Court
for the Southern District of New York has rescheduled the auction
previously 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 announced that 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 stated that 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.  As part of the
accord, 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.

                   Statement Regarding Delphi's
                   Defined Benefit Pension Plans

    In its June 1 filing of modifications to its Confirmed Plan,
Delphi 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 PBGC 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
GM, 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 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 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, [was] filed with the Bankruptcy Court [July 21, 2009].

                Changes in Delphi's Timeline

Judge Drain further modified, on July 21, 2009, the Amended
Modifications Procedures Order to reflect these dates:

  * July 27, 2009 would be the deadline to object to auction or
    selection of successful bidder.

  * July 27, 2009 would also be the deadline for the Debtors to
    file (i) reply in support of the Modified Plan and the
    Master Disposition Agreement and the 363 Implementation
    Agreement, and (ii) proposed revisions to the final order
    approving the Modified Plan and submit a proposed form of
    Section 363 sale order.

  * July 30, 2009 is the date contemplated under Master
    Disposition Agreement for the entry of the order confirming
    the Modified Plan or approving the Section 363 Sale.

According to a July 21, 2009 report from Bloomberg News, the
deadline for Delphi's DIP Lenders to submit pure credit bids for
the Delphi assets was extended to July 22, 2009.

Moreover, on July 17, 2009, Judge Drain also modified the Amended
Modifications Procedures Order to direct the Debtors to file
their reply to the objections filed by JPMorgan Chase Bank, N.A.,
administrative agent to the DIP Lenders, Kensington International
Limited, Manchester Securities Corp., and Springfield Associates,
LLC, and a collective of the DIP Lenders by July 22, 2009.

Pursuant to the July 17 Order, Judge Drain moved the contemplated
auction of the Debtors' assets from July 17, 2009, to July 21,
2009.  JPMorgan is directed by the Court to state on the record
at the Auction whether a pure credit bid will be made.

In addition, a July 16, 2009, report by the DealBook of New York
Times disclosed that JP Morgan Chase Bank, N.A., administrative
agent to Delphi's DIP Lenders, and General Motors Corporation
entered into an agreement in principle that will supersede the
Master Disposition Agreement executed among Platinum Equity LLC,
Delphi and GM.  Under the temporary pact, the DIP Lenders will
pursue their credit bid on Delphi.  More importantly, the
temporary pact could resolve Delphi's legal battle with its DIP
Lenders, and ultimately facilitate Delphi's emergence from
Chapter 11, DealBook said.

                  Delphi-PBGC Settlement Agreement

Pursuant to the Modified Plan, Delphi seeks the Bankruptcy
Court's approval of a settlement agreement it entered with the
Pension Benefit Guaranty Corporation on July 21, 2009, whereby
the Debtors will grant the PBGC an allowed general unsecured non-
priority claim, which will receive the same treatment given to
holders of General Unsecured Claims and certain other
consideration.

The salient terms of the Delphi-PBGC Settlement Agreement are:

(1) Effective as of the closing date, whether pursuant to the
     Modified Plan, or in connection with a sale transaction to
     be approved at the alternative sale hearing on July 29,
     2009, the PBGC will receive an allowed prepetition general
     unsecured claim against each of the Debtors, aggregating
     $3 billion.  If the Modified Plan is approved and
     consummated, the PBGC will receive with respect to the
     Allowed PBGC General Unsecured Claim the treatment set
     forth in the Modified Plan.  If the Modified Plan is not
     approved and consummated, the Allowed PBGC General
     Unsecured Claim will be treated as other allowed
     prepetition, general, non-priority unsecured claim against
     the Debtors.

(2) The distributions to the PBGC will fully satisfy all
     obligations of Delphi and any member of Delphi's controlled
     group, known as the Delphi Group, under the Employee
     Retirement Income Security Act with respect to the Delphi
     Retirement Program for Salaried Employees, the Delphi
     Mechatronics Systems Retirement Program, the ASEC
     Manufacturing Retirement Program, the Packard-Hughes
     Interconnect Bargaining Retirement Plan, the Packard-Hughes
     Interconnect Non-Bargaining Retirement Plan, and the Delphi
     Hourly-Rate Employees Pension Plan will constitute the
     recovery afforded to the PBGC on account of the claims
     related to the Pension Plans, and will also fully satisfy
     (i) all liens asserted and assertable by the PBGC against
     the Delphi Group with respect to the Pension Plans, and
     (ii) the Contingent PBGC Adequate Protection Liens.

(3) Effective as of the Closing Date, the parties agree to
     mutual releases with respect to disputes, and obligations
     of any kind, upon any legal or equitable theory that the
     parties ever had, or may have against each other relating
     to obligations with respect to the Pension Plans under the
     ERISA.  The parties will take no action against each other
     to collect, impose or enforce liability or liens with
     respect to the Pension Plans under ERISA or the Internal
     Revenue Code.  However, nothing in the Delphi-PBGC
     Settlement Agreement will release or discharge (i) the
     parties from their obligations, including Delphi's
     obligation to grant to the PBGC the Allowed PBGC General
     Unsecured Claim, or (ii) any person or entity from
     liability arising as a result of that person's breach of
     fiduciary trust under ERISA.

(4) The PBGC will withdraw all 412(n)/430(k) Lien Notices
     relating to the Pension Plans, including notices related to
     the Contingent PBGC Adequate Protection Liens, and will
     complete withdrawal of the Lien Notices within 60 days
     after the closing of the Master Disposition Agreement or an
     alternative transaction, to which General Motors Company or
     "New GM" is a party.

(5) Immediately after entry of an order confirming the Modified
     Plan or approving an alternative sale transaction of the
     Debtors, the PBGC will determine whether to initiate or
     proceed with the involuntary termination under Section 1342
     of the Labor Code of each of the Pension Plans, other than
     the Bargaining Plan and the Hourly Plan, which terminations
     will be effective on the date established under Section
     1348 of the Labor Code.  Upon issuance by the PBGC of a
     notice of determination pursuant to Section 1342 of the
     Labor Code, the PBGC and the plan administrator will
     execute termination and trusteeship agreements with respect
     to each Non-Bargaining Plan, terminating each Non-
     Bargaining Plan, establishing the Termination Date as the
     date of plan termination, and appointing the PBGC as the
     statutory trustee of each Non-Bargaining Plan.

(6) Similarly, after confirmation of the Modified Plan or
     approval of a sale transaction, the PBGC will determine
     whether to initiate or proceed with the involuntary
     termination under Section 1342 of the Bargaining Plan and
     Hourly Plan, which terminations will be effective on the
     Termination Date.  If the PBGC issues a notice of
     determination pursuant to Section 1342 that the Bargaining
     Plan and Hourly Plan should terminate, the PBGC will seek
     termination of the Bargaining Plan and Hourly Plan under
     Section 1342(c).

     -- In line with Delphi's seeking Bankruptcy Court approval
        of the Delphi-PBGC Settlement Agreement, Delphi will
        seek a finding by the Bankruptcy Court that the
        termination is not a violation of the Labor MOUs, the
        Union 1113/1114 Settlement Approval Orders, or the Local
        Agreement between Delphi Connection Systems and
        Electronic and Space Technicians Local 1553.  If the
        Bankruptcy Court approves the Delphi-PBGC Settlement
        Agreement and enters that finding, the PBGC and Delphi
        will execute a termination and trusteeship agreement
        with respect to the Bargaining Plan and the Hourly Plan,
        terminating the Hourly Plan and the Bargaining Plan,
        establishing the Termination Date as the date of plan
        termination, and appointing the PBGC as statutory
        trustee of the Bargaining Plan and Hourly Plan.

     -- If the Bankruptcy Court does not enter that finding, the
        PBGC will seek an order from a United States District
        Court terminating the Bargaining Plan or Hourly Plan
        pursuant to Section 1342(c).

Moreover, the PBGC and GM will enter into a separate waiver and
release agreement to resolve asserted or unasserted liens and
claims of PBGC against the Delphi Group.

A full- text copy of the Delphi-PBGC Settlement dated July 21,
2009, is available for free at:

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

                       GM's Statement

In a public statement, GM relates that it has reached a
preliminary agreement with PBGC, whereby PBGC would receive a
$70 million cash payment from GM, as well as a portion of future
distributions to GM from the new company that acquires the Delphi
assets upon resolution of its bankruptcy.  GM avers that it
continues to meet its obligations toward the Delphi pensions, and
to support Delphi's emergence from bankruptcy.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Majority of Creditors Vote to Reject Modified Plan
---------------------------------------------------------------
Kurtzman Carson Consultants LLC and Financial Balloting Group
LLC, on July 20, 2009, presented to the Court a tabulation of the
votes received for Delphi Corporation's Modified Confirmed First
Amended Joint Plan of Reorganization.

As gathered from the KCC Report, 10 out of 17 classes entitled to
vote on the Modified Plan opposed the Plan embodying Delphi's
deal with Platinum Equity.

KCC presented to the Court a summary of the voting results:

             # of Ballots # of Ballots    Amount      Amount
                Accepting   Rejecting   Accepting    Rejecting
Description/    (% of Num.  (% of Num.   (% of Amt.   (% of Amt.
Class              Voted)     Voted)      Voted)        Voted)
----------    ------------ ------------  ----------   ----------
Delphi-DAS
Debtors               3          20        $135,191    $431,992
1A-1             (13.04%)    (86.96%)       (23.84%)    (76.16%)

Connection
System Debtors        0           0              $0          $0
3A-1              (0.00%)     (0.00%)        (0.00%)     (0.00%)

Specialty
Electronics
Debtors               0           0              $0          $0
4A-1              (0.00%)     (0.00%)        (0.00%)     (0.00%)

Delphi-DAS
Debtors             658       2,226    $683,455,873  $1,509,920
1C-1             (22.82%)    (77.18%)       (31.16%)    (68.84%)

DASHI
Debtors               0           0              $0          $0
2C-1             (0.00%)      (0.00%)        (0.00%)     (0.00%)

Connection
System
Debtors              14          92        $222,096    $682,539
3C-1             (13.21%)    (86.79%)       (24.55%)    (75.45%)

Specialty
Electronics
Debtors               1          17         $81,284     $95,123
4C-1              (5.56%)    (94.44%)       (46.08%)    (53.92%)

Delco
Electronics
Overseas
Corporation           4           5         $25,363     $16,004
5C-1             (44.44%)    (55.56%)       (61.31%)    (38.69%)

Delphi Diesel
Systems Corp.         6          38        $575,171  $1,186,645
6C-1             (13.64%)    (86.36%)       (32.65%)    (67.35%)

Delphi
Furukawa Wiring
Systems LLC           0           0              $0          $0
7C-1              (0.00%)     (0.00%)        (0.00%)     (0.00%)

Delphi
Mechatronic
Systems Inc.         29          76      $1,787,126    $873,788
8C-1             (27.62%)    (72.38%)       (67.16%)    (32.84%)

Delphi
Medical Systems
Corporation           0           0              $0          $0
9C-1              (0.00%)     (0.00%)        (0.00%)     (0.00%)

Delphi Medical
Systems Colorado
Corporation          21         153         $897,295  $1,737,912
10C-1            (12.07%)    (87.93%)        (34.05%)    (65.95%)

Delphi Medical
Systems Texas
Corporation           3          32          $23,773    $155,014
11C-1             (8.57%)    (91.43%)        (13.30%)    (86.70%)

MobileAria, Inc.      0          10               $0     $43,536
12C-1             (0.00%)   (100.00%)         (0.00%)   (100.00%)

PBGC Claims           1           0   $7,137,800,000          $0
1C-2 - 12C-2    (100.00%)     (0.00%)       (100.00%)     (0.00%)

GMClaims              1           0               $1          $0
1D - 12D        (100.00%)     (0.00%)       (100.00%)     (0.00%)

A copy of the Tabulation Report of the votes on the Modified Plan
is available for free at:

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

Classes 1B through 12B, 1J through 12J, and 1K through 12K are
not entitled to vote as they are deemed to accept the Modified
Plan.  Similarly, Class 1I, Classes 1E, 1G-1, 1G-2, 1H and 8H are
deemed to reject the Modified Plan.  Classes 1F through 12F
Intercompany Claims were deemed to be proponents of the Modified
Plan.  Classes 1A-1, 3A-1, 4A-1, 1C-1 through 12C-1, 1C-2 through
12C-2, and 1D through 12D are impaired and entitled to vote on
the Modified Plan.

Evan Gershbein, chief executive officer of KCC, related that
certain ballots were not counted because they did not conform
with the Solicitation Procedures.  A schedule of the
Nonconforming Ballots is available for free at:

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

Similarly, Jane Sullivan, executive director of FBG, noted that
ballot submitted by UBS Securities LLC for Class 1C-1 for $14,400
was not included in the tabulation because the UBS ballot was
received after the July 15 Voting Deadline.

KCC added that they also sent provisional ballots to Fiduciary
Counselors, Inc., Hyundai Motors Company and Hyundai Motor
America, and the International Union of Operating Engineers
Locals 832S, 18S, and 101S, the International Brotherhood of
Electrical Workers and its Local 663, and the International
Association of Machinists and Aerospace Workers and its District
10 and Tool and Die Makers Lodge 78 pursuant to their motions
under Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.

                         About Delphi Corp

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

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

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

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



DELPHI CORP: Amends Modified Plan-Related Contract List
-------------------------------------------------------
Delphi Corp. and its affiliates amended on July 20, 2009, an
exhibit to their Modified Plan containing the list of contracts
and leases to be rejected pursuant to the Modified Plan.  The
Debtors noted that the 180 Contracts to be rejected either have
been terminated or have expired.

A schedule of the Amended Plan Exhibit is available for free at:

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

The Debtors also submitted to the Court on July 15, 2009, an
additional list of contracts to be assumed and assigned to
Parnassus Holdings II, LLC, under the Master Disposition
Agreement.

A schedule of the Additional Parnassus Assumed Contracts is
available for free at:

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

                         About Delphi Corp

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

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

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

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


DELPHI CORP: 17th Amendment to DIP Accomm. Pact Expires July 24
---------------------------------------------------------------
Delphi Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it executed four
amendments to its DIP Accommodation Agreement with JP Morgan
Chase Bank, N.A., and certain requisite lenders under a $4.35
billion DIP Credit Facility, to further extend the DIP
Accommodation Period to these dates:

                                   Accommodation Period
         Amendment                  Termination Date
         ---------                --------------------
         Thirteenth Amendment         July 15, 2009
         Fourteenth Amendment         July 16, 2009
         Fifteenth Amendment          July 18, 2009
         Sixteenth Amendment          July 22, 2009

Specifically, the Debtors sought the Court's authority to (i)
enter into the DIP Accommodation Sixteenth Amendment and related
documents; and (ii) pay fees and expenses in connection with the
DIP Accommodation Sixteenth Amendment.  The Debtors further
sought the Court's authority to waive the 10-day stay under Rule
6004(h) of the Federal Rules of Bankruptcy Procedure so that they
can effectuate the DIP Accommodation Sixteenth Amendment
immediately.

The Debtors noted that to facilitate the auction of their assets
and their consideration of a potential transaction by means of a
DIP Lender Pure Credit Bid, a continuation of the Accommodation
Period is necessary.  Hearing on the DIP Accommodation Sixteenth
Amendment has been scheduled for July 23, 2009.

Moreover, the Debtors and JP Morgan and the DIP Lenders entered
into a "seventeenth amendment" to the DIP Accommodation Agreement
on July 21, 2009.

Delphi Vice President and Chief Financial Officer John D. Sheehan
relates that the salient terms of the DIP Accommodation
Seventeenth Amendment are:

  * A Repayment Obligation will be triggered on July 24, 2009,
    unless on or prior to July 23, 2009, the Debtors deliver a
    term sheet.

  * The Accommodation Period will terminate on July 25, 2009, in
    the event that the requisite DIP Lenders have not notified
    the Debtors that the term sheet detailing terms of a global
    resolution of the Debtors' Chapter 11 cases and General
    Motors Company's contribution to that resolution is
    satisfactory on or before July 24, 2009.

  * The DIP Accommodation Seventeenth Amendment postpones until
    July 24, 2009, the date by which interest payments with
    respect to the Tranche C Term Loan must be paid, which
    payments are to be applied ratably to repayments of
    principal amounts outstanding under the Tranche A Facility
    and the Tranche B Term Loan.

Full-text copies of the amendments to the DIP Accommodation
Agreement are available for free at:

   * DIP Accommodation Thirteenth Amendment, executed July 14,
     2009, at: http://ResearchArchives.com/t/s?3fb7

   * DIP Accommodation Fourteenth Amendment, executed July 15,
     2009, at: http://ResearchArchives.com/t/s?3fb8

   * DIP Accommodation Fifteenth Amendment, executed July 15,
     2009, at: http://ResearchArchives.com/t/s?3fb9

   * DIP Accommodation Sixteenth Amendment, executed on July 17,
     2009, at: http://ResearchArchives.com/t/s?3fba

   * DIP Accommodation Seventeenth Amendment, executed July 21,
     2009, at http://ResearchArchives.com/t/s?3fc7

As of July 22, 2009, approximately $230 million is outstanding
under the Tranche A Facility, $311 million under the Tranche B
Term Loan, and $2.75 billion under the Tranche C Term Loan under
the Amended and Restated DIP Credit Facility.

                         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)


DEVIN ENTERPRISES: Case Summary 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Devin Enterprises, LLC
        1500 Woodridge Place
        Birmingham, AL 35216

Bankruptcy Case No.: 09-04305

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Birmingham)

Debtor's Counsel: Walter F. McArdle, Esq.
                  Spain & Gilllon LLC
                  2117 Second Avenue N
                  Birmingham, AL 35203
                  Tel: (205) 581-6295
                  Email: wfm@spain-gillon.com

Total Assets: $1,500,900

Total Debts: $585,340

A list of the Company's 3 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/alnb09-04305.pdf

The petition was signed by Laura Waldheim, managing member of the
Company.


EASTERN ORGANIC RESOURCES: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Eastern Organic Resources, LLC
           dba Woodhue Ltd.
        2469 Saylors Pond Road
        Wrightstown, NJ 08562

Bankruptcy Case No.: 09-29013

Chapter 11 Petition Date: July 22, 2009

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

Debtor's Counsel: Jerrold S. Kulback, Esq.
                  Archer & Greiner
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: (856) 795-2121
                  Fax: (856) 795-0574
                  Email: jkulback@archerlaw.com

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

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

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

The petition was signed by J. Michael Maynard.


EDDIE BAUER: Court Fixes September 14 as Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the request of Eddie Bauer Holdings, Inc., and its debtor-
affiliates to establish September 14, 2009, at 4:00 p.m. as the
general bar date for the filing of proofs of claim in their
bankruptcy cases, and December 14, 2009, at 4:00 p.m. with respect
to all governmental units.

As reported by the Troubled Company Reporter on July 16, 2009,
proofs of claim must be filed so as to be actually received by
Kurtzman Carson Consultants, LLC, the Debtor's claims and noticing
agent, on or before the applicable bar date, addressed to:

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

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

                         About Eddie Bauer

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

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

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


EDDIE BAUER: Golden Gate Offer Approved; Deal to Close in August
----------------------------------------------------------------
Eddie Bauer Holdings, Inc., received Bankruptcy Court approval to
proceed with the sale of its business to Golden Gate Capital for
$286 million in cash.  With the Court's approval, the transaction
is on track to close in early August.

As reported by the Troubled Company Reporter on July 21, 2009,
Eddie Bauer said Golden Gate's all cash bid was selected as the
highest and best offer.  The Golden Gate offer was presented for
court approval on July 22.

The Golden Gate offer will maintain the substantial majority of
Eddie Bauer's stores and employees in a newly formed going concern
company.  Pursuant to the purchase agreement Eddie Bauer gift
cards will be honored in the ordinary course of business.

The transaction is not expected to result in any distribution to
the stockholders of Eddie Bauer Holdings, Inc.

As reported by the TCR on July 1, 2009, Eddie Bauer had obtained
approval of a sale process under which, an affiliate of CCMP
Capital Advisors, LLC, served as stalking horse bidder.  Eddie
Bauer's business would have been sold to the CCMP affiliate for
$202 million cash, absent higher and better bids at the auction.

The TCR said July 17 Iconix Brand Group Inc. and VF Corp. have
presented bids for Eddie Bauer Holdings, Inc.'s assets, according
to Jonathan Keehner and Lauren Coleman-Lochner at Bloomberg News,
citing people familiar with the matter.  Bloomberg also said Eddie
Bauer received an offer from Golden Gate and a joint bid from
Hilco Consumer Capital and Gordon Brothers Group LLC.

The sale will enable Eddie Bauer to emerge quickly from bankruptcy
as a new company positioned for success, with a well-capitalized
partner, a substantially lower cost structure, little or no long-
term debt and a much stronger balance sheet, according to a
company statement.

Golden Gate has indicated its support for Eddie Bauer's management
team and its strategy, including operating as a tri-channel
retailer with an extensive store fleet.  Golden Gate plans to
maintain the substantial majority of Eddie Bauer's stores and
employees in the newly formed company. In addition, under the
terms of the transaction, Eddie Bauer gift cards will be honored
in the ordinary course of business.

                      About Golden Gate Capital

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.  The firm's charter is to
partner with world-class management teams to make equity
investments in situations where there is a demonstrable
opportunity to significantly enhance a company's value.

                         About Eddie Bauer

Established in 1920 in Seattle, Eddie Bauer Holdings, Inc. (Pink
Sheets: EBHIQ) 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.


ENERGAS RESOURCES: Eide Bailly Resigns as Outside Accountant
------------------------------------------------------------
Energas Resources Inc. reports that on July 15, 2009, Eide Bailly
LLP resigned as the Company's independent registered public
accounting firm.

The report of Eide Bailly regarding the Company's financial
statements for the fiscal year ended January 31, 2009 did not
contain any adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles.  However, the report of Eide Bailly for that fiscal
year was qualified with respect to uncertainty as to the Company's
ability to continue as a going concern.

During the year ended January 31, 2009, and during the period from
January 31, 2009, through July 15, 2009, the date of resignation,
there were no disagreements with Eide Bailly on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Eide Bailly would have caused it
to make reference to such disagreement in its reports.

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

                        Going Concern Doubt

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

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


ENERGY PARTNERS: Installs Alan D. Bell as Executive Officer
-----------------------------------------------------------
Energy Partners, Ltd., on July 14, 2009, designated Alan D. Bell
as the Company's principal executive officer.

Mr. Bell, 63, joined the Company in March 2009 as the Company's
Chief Restructuring Officer.  Mr. Bell has extensive experience in
the petroleum industry.  Mr. Bell started his career as a
production engineer from 1969 to 1972 for Chevron Oil Company in
the Gulf of Mexico.  He then spent 33 years with Ernst & Young
auditing natural resource companies, dealing with the Securities
and Exchange Commission and working with senior executives and
boards of directors of public companies within the energy
industry.  At the time of his retirement in June 2006, Mr. Bell
was the director of Ernst & Young LLP's energy practice in the
Southwest U.S. area, a position that he held for over 5 years.

Mr. Bell earned a master's degree in business from Tulane
University and a bachelor's degree in Petroleum engineering from
the Colorado School of Mines, and is a certified public accountant
licensed in Texas.

There are no arrangements or understandings between Mr. Bell and
any other person pursuant to which he was selected as the
Company's principal executive officer. Mr. Bell does not have any
family relationship with any director or other executive officer
of the Company or any person nominated or chosen by the Company to
become a director or executive officer, and there are no
transactions in which Mr. Bell has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

Also on July 14, 2009, the Company designated T.J. Thom as the
Company's principal financial officer.  Ms. Thom, 37, has
previously undertaken certain financial duties in her current
positions as Vice President, Treasurer and Investor Relations of
the Company.  Ms. Thom joined the Company in 2000 as a Senior
Asset Management Engineer, and has since held the positions of
Director of Corporate Reserves and Director of Investor Relations.
Prior to joining the Company, Ms. Thom was a Senior Reservoir
Engineer with Exxon Production Company and ExxonMobil Company.

Ms. Thom holds a B.S. in Engineering from the University of
Illinois and a M.B.A. in Management with a concentration in
Finance from Tulane University.

There are no arrangements or understandings between Ms. Thom and
any other person pursuant to which she was selected as the
Company's principal financial officer.  Ms. Thom does not have any
family relationship with any director or other executive officer
of the Company or any person nominated or chosen by the Company to
become a director or executive officer, and there are no
transactions in which Ms. Thom has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

                       About Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Parkman Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.


ENRON CORP: Amends Document Disposal Procedures
-----------------------------------------------
Prior to the Petition Date, Enron Corp. employed a document
retention policy that allowed the disposal of various categories
of documents based upon many criteria.  Shortly prior to the
Petition Date, Enron Corp. suspended its document retention
policy to the extent the policy allowed disposal of documents
related to certain transactions under investigation by Enron,
federal authorities, and legislative committees.

On January 25, 2002, the U.S. Bankruptcy Court for the Southern
District of New York entered an order requiring the Debtors and
their employees to "preserve, and refrain from destroying or
disposing of, any of Enron's records, either in electronic or
paper form."  On February 15, 2002, the Court entered a
Stipulation and Consent Order by and between Enron Corp., and its
affiliated debtors-in-possession and the Official Committee of
Unsecured Creditors regarding document preservation and
retention.

In connection with a class of action shareholder litigation
proceeding -- the Newby Litigation -- in the U.S. District Court
for the Southern District of Texas, the Texas District Court
entered an order establishing a procedure for depositing
documents in a depository for the purpose of, among other things,
providing access and ensuring the existence of relevant
documents.

In addition to the Document Retention Orders and the Newby
Depository Order, Section 42.12 of the Supplemental Modified
Debtors' Fifth Amended Joint Plan of Affiliated Debtors,
notwithstanding the terms and provisions of the Document
Retention Orders, the Reorganized Debtors "will retain and not
destroy or otherwise dispose of the Documents" unless otherwise
ordered by the Bankruptcy Court.

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
says the Reorganized Debtors have preserved all documents in
compliance with the Document Retention Orders, the Newby
Depository Order, and the Plan, and have also taken the
additional step of creating electronic versions of all hard-copy
documents produced since the Petition Date, including in
connection with the numerous litigations related to their Chapter
11 cases.

However, since confirmation of the Plan, the Reorganized Debtors
have worked diligently to wind-down their estates.  Consequently,
the Reorganized Debtors sought, and the Bankruptcy Court
approved, the Order Granting Relief from Reorganized Debtors'
Document Retention Obligations and Approving Document Disposal
Procedures, dated August 30, 2007.  The Reorganized Debtors
sought further relief from the Document Disposal Procedures on
June 27, 2008, again to reduce the substantial costs associated
with the continued maintenance of records.

"While the Reorganized Debtors have made significant progress in
disposing of documents and reducing costs to the estates for the
retention of such documents, the Reorganized Debtors continue
retain and store approximately 42,766 boxes of hard copy
documents," Mr. Delnero tells the Court.  He adds that these
documents are stored in a warehouse that costs the Reorganized
Debtors around $122,200 per month for rent, warehouse staff,
security and related costs.

Based on the Document Relief Order and the Document Transfer
Procedure, the Reorganized Debtors believe that they currently
have authority from the Bankruptcy Court, in their business
judgment, to destroy most, if not all, of the Remaining Hard Copy
Documents in their possession.

In addition, the Debtors maintain an electronic system where the
Litigation Document Library is maintained.  According to the
Reorganized Debtors, maintaining the IT System -- which is no
longer needed as the Reorganized Debtors wind down -- costs the
Debtors approximately $15,000 per month and has become
burdensome.

With regard to the IT System, the Reorganized Debtors propose
these procedure to relieve them of the costs associated with
maintaining the Litigation Document Library and the IT System:

  (a) Within 30 days of the entry of an order approving
      this Motion, the Reorganized Debtors will arrange for
      creation of two or more copies of the Litigation Document
      Library on electronic tape media.  One set of Tapes will
      be made available to the Securities and Exchange
      Commission and two sets of Tapes will be provided to a
      custodian employed by the Reorganized Debtors.  The Tapes
      will be maintained for a period of two years from the date
      that the Court enters its order approving this Motion.

  (b) Parties that wish to obtain access to the Tapes should
      serve a written discovery request detailing the
      purpose for the Request on K&L Gates at the following
      address:

          K&L Gates LLP
          Attn: John S. Delnero
          70 W. Madison St., Chicago
          Illinois 60602

  (c) K&L Gates will then have 30 days to either object
      to the Request or to arrange a mutually agreeable time for
      the Requesting Party to view the Tapes.  The Requesting
      Party will bear all costs associated with viewing the
      Tapes and printing copies of documents from the Tapes.

  (d) In the event that there are no outstanding Requests as of
      the Termination date, the Custodian, the Securities and
      Exchange Commission, and any party holding a set of Tapes
      will have the right to destroy the Tapes in their
      possession.  In the event that there remains an
      outstanding Request as of the Termination Date, the
      parties holding sets of Tapes will be authorized to
      destroy their set of Tapes immediately upon the resolution
      of the Request or Requests outstanding as of the
      Termination Date or upon order of the Bankruptcy Court if
      no resolution is obtained.

Mr. Delnero avers that the Document Procedure will provide
Requesting Parties the opportunity to review documents
potentially relevant to their cases while alleviating the
Reorganized Debtors of the associated costs.

Mr. Delnero asserts that the amendments to the procedures are
necessary and appropriate because it is no longer imperative to
maintain and preserve the Remaining Hardcopy Documents or the IT
System and Tapes.  According to Mr. Delnero, the economic burden
of maintaining these items at the combined cost of approximately
$137,200 per month is no longer justified, especially in light of
the Reorganized Debtors' dwindling workforce, which ultimately
will be insufficient to undertake further disposal of documents.

Mr. Delnero adds that with regard to the Remaining Hardcopy
Documents, the Reorganized Debtors will dispose of the documents.

                         *     *     *

At the Reorganized Debtors' behest, Judge Gonzalez approves the
Motion in its entirety.

Commission's fraud allegations for $31,500,000 in December 2008.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Commercial Paper Dispute May Be Headed for Trial
------------------------------------------------------------
In mid-2008, most of the nearly 200 defendants in the adversary
proceeding filed by the Debtors against J.P. Morgan Securities,
Inc., et al., moved for summary judgment.  The vast majority of
the defendants reached a settlement with Enron and has been
dismissed from the action.  The four remaining defendant
investors are:

  (a) ING VP Balanced Portfolio, a mutual fund;

  (b) Aetna Bond VP, a mutual fund;

  (c) Aeltus Investment Management, Inc., an investment advisor;
      and

  (d) Alfa S.A.B. de C.V.

ING VP and Aetna Bond comprise the ING Funds.

The Investors engaged in transactions with JPMorgan in mid-
September or mid-October 2001 to acquire commercial paper issued
by Enron Corp. and then transferred the commercial paper to
JPMorgan in late October 2009, prior to their maturity dates.  On
that same day, JPMorgan transferred that same commercial paper to
Enron's Chase IPA account at a Depository Trust Company and Enron
paid JPMorgan, again through the DTC.

The Investors contend that payments from JP Morgan for the
commercial paper were made to complete securities transactions,
and that they were settlement payments protected by safe harbor
under Section 546(e) of the Bankruptcy Code.

Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York found that, where commercial paper
is redeemed by the issuer prior to maturity thereby extinguishing
the commercial paper, and when the payment made for that
commercial paper is equal to the principal plus the accrued
interest to the date of payment, the payment made by the issuer
is for the purpose of satisfying the underlying debt.  Judge
Gonzalez concluded that because the payment would be for the
retirement of the underlying debt, it would not be for a sale of
the commercial paper to the issuer and the payment would not be a
settlement payment.

In an opinion and order dated June 29, 2009, Judge Gonzalez said
a trial is necessary to determine whether JPMorgan acted as
principal or agent.  If JPMorgan acted as agent for Enron, then
any transfers to retire debt that benefited the Investors are not
protected from avoidance by the safe harbor, Judge Gonzalez held.

Based on those findings, Judge Gonzalez denied the motions for
summary judgment filed by the ING Funds and Alfa.  On the other
hand, Judge Gonzalez granted the motion for summary judgment
filed by Aeltus.

The Court concluded that the benefit received by Aeltus is too
remote and unascertainable, under the facts of this case, to
qualify it as a party that benefited under Section 550(a)(1) of
the Bankruptcy Code.  Furthermore, the Court concluded that,
under the circumstances of the case, the earmarking principle
would not apply to protect the payments from avoidance.

Enron previously issued and sold unsecured commercial papers to
various entities which had maturities of up to 270 days.  Enron
maintains that the transfers it made between October 26 and
November 6, 2001, were for the purpose of paying, prior to their
maturity date, the notes that had been previously issued by Enron.
Enron sought avoidance of the transfers as preferential payments
under Section 547(b) of the Bankruptcy Code.

                       Dismissal of Claims

Pursuant to Rule 7041 of the Federal Rules of Bankruptcy
Procedure, Enron Creditors Recovery Corp., and Fremont General
Corporation stipulate and agree that the claims against Fremont
in this adversary proceeding are dismissed with prejudice, and
with each party to bear its own costs and attorney's fees.

The Court approved the parties' agreement.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: ECRC Files 19th Post-Confirmation Report
----------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., and its
reorganized debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York their Nineteenth
Post-Confirmation Status Report.

A. Distributions

The Reorganized Debtors made distributions of approximately
$128,300,000 to holders of Allowed Administrative, Priority,
Secured, General Unsecured, Guaranty and Convenience Claims, with
the substantial majority of that amount being paid to holders of
Allowed General Unsecured and Guaranty Claims.  The distribution
consisted entirely of cash since all PGE Common Stock equivalents
had previously been distributed.

As of July 15, 2009, $21,637,000,000 in Cash, PGE Common Stock
and PGE Common Stock equivalents have been distributed to holders
of Allowed Claims, including $267,000,000 of interest, capital
gains and dividends.  All Disputed Claims have been resolved and
all reserves previously held in the Disputed Claims Reserve,
including interest, dividends and gains have been released.

As of July 15, 2009, the General Unsecured Creditors of Enron
have received 52.3% return of allowed claim amounts compared to
original estimates in the Disclosure Statement of 17.4% and the
Creditors of Enron North America Corp have received 51.9%
compared to original estimates in the Disclosure Statement of
20.1%.  The combined rate of return for ENA Creditors who also
hold an Enron Guaranty claim is 93.9% excluding gains, interest
and dividends.

B. Claims Resolution Process

More than 25,000 proofs of claim were filed against the Debtors.
The Reorganized Debtors and, prior to the Effective Date, the
Debtors, have worked diligently to review, reconcile, and resolve
these claims.  In the third quarter of 2008, all Disputed Claims
were resolved.  Of the more than 25,000 proofs of claim filed,
approximately 5,652 have been ordered allowed and approximately
2,333 have been allowed as filed.  The remaining filed claims
have been expunged, withdrawn, subordinated, or otherwise
resolved.

C. Settlement and Recoveries

The Reorganized Debtors continue to reach settlements with the
Commercial Paper Defendants.  In April 2009, Enron received
approximately $418,000 from a settlement with MTB Investment
Advisors.  The Reorganized Debtors also previously reported a
settlement with Piper Jaffray & Co. and Dish Network that
resulted in a payment of $6,200,522, which was received in May
2009.  On May 14, 2009, a settlement order between Enron
Creditors Recovery Corp and Fremont General Corporation was
issued by the Bankruptcy Court.  Under the settlement terms, The
Reorganized Debtors are granted an allowed general unsecured
claim of $4,000,000 in the current Chapter 11 proceedings of
Fremont General Corporation.  The Reorganized Debtor's claim of
$4,000,000 is limited under the settlement terms to actual cash
receipts from Fremont of $2,000,000.  In June 2009, the
Bankruptcy Court ruled on a summary judgment motion filed by the
three remaining Commercial Paper Defendants.  Summary judgment
was granted to one defendant and dates for a pre-trial conference
are to be scheduled for the remaining two.

On May 14, 2009, the Bankruptcy Court entered an order approving
a $16,000,000 settlement between Arthur Andersen LLP and the
Reorganized Debtors.  Enron received an initial payment from
Arthur Andersen of $10,000,000 in June 2009.

An additional $2,000,000 is scheduled to be received on each of
the three subsequent anniversaries of the settlement's effective
date.

The Reorganized Debtors have collected approximately $10,900,000
of additional recoveries since the filing of the Eighteenth Post-
Confirmation Status Report.  The majority of this amount is
attributable to the collection of approximately $7,800,000 in
refunds from various domestic and international taxing
jurisdictions.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities including:

  (a) Document Administration and Disposal.  In accordance with
      Bankruptcy Court-approved procedures, approximately
      179,000 boxes of documents have been approved for disposal
      with 43,000 boxes remaining.  The Reorganized Debtors
      worked to identify and dispose of all documents for which
      no business or litigation interest remained.  On June 9,
      2009 a revised Document Retention motion was filed with
      the Bankruptcy Court requesting authority to destroy most,
      if not all, remaining hardcopy documents not required for
      a specific business purpose.  The Reorganized Debtors also
      request authority to arrange for the creation of
      electronic tape media to store its Litigation Document
      Library while discontinuing the burdensome maintenance of
      its electronic system for documentation storage.

  (b) Dissolution of Corporate Entities.  There are 10 remaining
      entities, of which four are Debtors, four are non-Debtors
      and two are Post Final-Distribution Trusts.  The Debtors
      and non-Debtors are taking great care to ensure all
      liabilities are satisfied prior to dissolution and that
      those dissolutions are in accordance with the governing
      laws.  Additionally, the foreign entities have additional
      complexities and time components that the Debtors and non-
      Debtors are working through to ensure orderly
      dissolutions.

  (c) Tax Return Compliance.  Tax returns are being prepared and
      filed for all remaining entities; for 2008, 59 filings for
      235 entities and for 2009, less than 20 filings for 15
      entities remain to be filed.  In addition, the final tax
      return for the DCR Trust has been filed with the Internal
      Revenue Service.  The Reorganized Debtors are also
      preparing final federal and provincial tax returns for the
      2009 tax year for two Canadian entities, which should
      complete Canadian filing obligations.  In addition, there
      are two Dutch entities with potential Netherlands filing
      obligations that should also be finalized in 2009.

  (d) Resolution of Outstanding Litigation.  Twenty-six cases
      remain pending.

Moreover, the Reorganized Debtors continue to perform the
necessary accounting, control and reporting work required to
maximize timely distributions to creditors.  When deemed
necessary, the Reorganized Debtors have expended efforts to
establish communications with creditors, and contacts within the
creditors' organizations, to ensure the Reorganized Debtors'
records are current and accurate for distribution purposes.

Two remaining headcount and engaged professional firms:

   * support litigation;

   * handle accounting, tax, cash management and reporting for
     the 10 remaining entities;

   * calculate and control creditor distributions;

   * perform claims management;

   * complete disposition of remaining assets;

   * oversee wind-up of employee matters and benefit plans; and

   * oversee IT and corporate services providers and non-
     litigation matters.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Goldman Proposes Newby Settlement
---------------------------------------------
Goldman, Sachs & Co., asks the Bankruptcy Court to approve its
settlement fund proof of claim submitted in the case titled Newby
v. Enron Corp., for propriety losses it suffered on publicly-
traded Enron and Enron-related debt and equity securities.

After Enron Corp.'s collapse, Goldman Sachs asserts it suffered
massive losses as a result of its investments and holdings in
Enron or Enron-related securities, including securities purchased
from September 9, 1997 through December 31, 2001, the class
period in Newby.  In accordance with the terms of the orders
governing the Enron settlement fund distribution, Goldman Sachs
avers it submitted a timely proof of claim for a distribution
from the settlement fund based on its losses.

By letter dated November 25, 2008, Gilardi & Co., LLC, the claims
administrator for the Enron settlement fund, informed Goldman
Sachs that its claim had been rejected on the sole ground that
"Defendants in the consolidated Newby Action . . . are not
Eligible Claimants."  Goldman Sachs asserts that it is not and
has never been a defendant in Newby and does not fall within any
other class exclusions.

"While Goldman Sachs was named as a defendant in other Enron-
related lawsuits that were coordinated or consolidated with Newby
for pre-trial purposes, nothing in the relevant court orders that
define the claimants eligible to partake in the Enron settlement
fund precludes Goldman Sachs' eligibility," James Pennington,
Esq., at Law Office of James Pennington, in Houston, Texas,
attorney for Goldman, Sachs & Co., says.  "Indeed, to the
contrary, this Court recently confirmed that the question of who
is entitled to share in the settlement is guided by the separate
Stipulations or Settlement that govern the settlement funds
which, combined, comprise the Enron settlement fund," he adds.

According to Mr. Pennington, the definitions of the Settlement
Classes set out in the Stipulations of Settlement expressly
establish that Goldman Sachs is a member of three of the
Settlement Classes.  As a member of those Settlement Classes, Mr.
Pennington asserts, Goldman Sachs is entitled to recovery from
the Enron settlement fund pursuant to the terms of the
Stipulations of Settlement and the Orders approving them.

Thus, Mr. Pennington contends the Court should approve the
Goldman Sachs proof of claim as a matter of equity.  Mr.
Pennington notes Goldman Sachs was never alleged to be a
"wrongdoer" in the "fraudulent scheme" underlying Newby and thus
there is absolutely no equitable or other good reason to deprive
Goldman Sachs of its right as a purchaser of Enron securities.

                      UC Regents Objects

The Regents of the University of California opposes Goldman
Sachs' motion asserting that Goldman Sachs' motion is premised on
erroneous assumptions.

Keith F. Park, Esq., at Coughlin Stoia Geller Rudman & Robbins
LLP, in San Diego, California, attorney for the Regents, argues
that Goldman Sachs' assertion that "it is not and has never been
a defendant in Newby" ignores the fact that the definition of
"Newby Action" in each of the three Court-approved settlement
agreements includes cases that are proceeding as part of the
consolidated Newby Action, at least one of which, The Regents of
the University of California v. Milbank Tweed Hadley & McCloy, et
al., No. H-04-0088, named Goldman as a "Defendant" and excludes
it from each class certified in connection with the three early
settlements.

"Whether its potential liability sounds in fraud, negligence,
strict liability or some other legal theory, [Goldman Sachs] was
an actor that participated in and, to a degree, caused the Enron
debacle," Mr. Park tells the Court.  "That conduct is
antagonistic to the interests of members of the settlement
classes and that is a sufficient basis, quite aside from the
Court's equitable powers to exclude Goldman from sharing in the
settlement funds, to justify its exclusion, by definition, from
any of the classes," he further asserts.

Thus, The Regents asks the Court to deny Goldman's Motion.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Objects to L. Wright's Claims
-----------------------------------------
On January 26, 2009, Lynn Anne Wright, acting in her capacity as
the independent executrix for the estate of Evelyn R. Wright,
filed two claims against Enron Creditors Recovery Corp. with the
U.S. Bankruptcy Court for the Southern District of New York.

Enron Creditors Recovery Corp., complains that Ms. Wright has
filed each of Claims more than six years after the October 15,
2002 Claims Bar Date.  Enron says it has reviewed the Claims and
has verified that the Untimely Claims are not amendments to any
other previously filed claim in the Reorganized Debtor's chapter
11 cases.

Thus, the Reorganized Debtors ask the Court to disallow and
expunged the claims in their entirety.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D. N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EPIX PHARMACEUTICALS: Taps Joseph Finn to Liquidate Assets
----------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., said assets of EPIX Pharmaceuticals,
Inc. have been assigned to him for the benefit of EPIX's
creditors.

EPIX's products and services focus on the discovery and
development of novel therapeutics through the use of its
proprietary and highly efficient in silico drug discovery
platform.  The company has a pipeline of internally-discovered
drug candidates currently in clinical development to treat
diseases of the central nervous system and lung conditions.  In
addition, EPIX has several programs related to its MRI imaging
business, including a commercial MRI imaging drug in Europe, (MS-
325), formerly marketed as Vasorist(R), gadofosveset trisodium, by
Bayer Schering Pharma.)  EPIX also has collaborations with several
leading pharmaceutical and research foundations.

The intellectual property, regulatory dossier, fixed assets and
clinical inventory will be sold at auction, the time and date of
which will be announced within a week.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office
jffinnjr@earthlink.net or 781-237-8840.  They will then receive a
bid package.

As reported by the Troubled Company Reporter on July 21, 2009,
EPIX Pharmaceuticals said, in light of the Company's lack of
capital and inability to obtain additional financing or consummate
a strategic transaction, it has entered into an Assignment for the
Benefit of Creditors, effective immediately, in accordance with
Massachusetts law.  The purpose of the Assignment is to conclude
the Company's operations and provide for an orderly liquidation of
its assets.

The Company indicated it had sufficient cash to fund its
operations only through August 2009, and the Company had been
seeking a strategic alternative, including a financing,
recapitalization, sale or disposition of one or more corporate
assets, a potential merger or a strategic business combination,
with various third parties for several months.

The Assignment is a common law business liquidation mechanism
under Massachusetts law that is an alternative to a formal
bankruptcy proceeding.  Under the terms of the Assignment, the
Company transferred all of its assets to an assignee for orderly
liquidation and distribution of the proceeds to the Company's
creditors.

Following the liquidation of the Company's assets and distribution
of proceeds by the assignee, the Company does not expect that
there will be any proceeds for distribution to the Company's
stockholders.

Elkan Gamzu, Ph.D., president and chief executive officer of EPIX,
stated, "It is with great disappointment that the Company must
proceed with this decision.  Over the past several months we had
taken several actions in an effort to improve the financial health
of EPIX, including the retirement of our $100 million aggregate
principle amount of 3.00% Convertible Senior Notes due 2024.
Despite this and the efforts of our financial advisors who
approached numerous third-parties over the past several months, we
were unable to obtain additional funding to continue our
operations or consummate a strategic transaction."

As part of the Assignment and the Company's wind-down of its
operations, the Company has terminated the employment of
substantially all of its employees.  The Company expects to retain
its president and chief executive officer, Dr. Elkan Gamzu, for a
short period of time to assist in the implementation of an orderly
dissolution.

                  About Joseph F. Finn, Jr., C.P.A.

Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts.  He works primarily in the area of
management consulting for distressed enterprises, bankruptcy
accounting and related matters, such as assignee for the benefit
of creditors and liquidating agent for a corporation.  He has been
involved in a number of loan workouts and bankruptcy cases for 35
years.  His most recent Assignments for the Benefit of Creditors
in the biotech field include Spherics, Inc., ActivBiotics, Inc.
and Prospect Therapeutics, Inc.

                  About EPIX Pharmaceuticals

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


FIA CARD: Moody's Reviews 'D+' Bank Financial Strength Rating
-------------------------------------------------------------
Moody's Investors Service placed the D+ Bank Financial Strength
Rating of FIA Card Services, N.A. under review for possible
downgrade.  FIA's long-term debt and deposit ratings were affirmed
at Aa3, and the company's short-term ratings were affirmed at
Prime-1, with a stable outlook.

The rating action reflects the continued sharp erosion of FIA's
asset quality, which has been significantly worse than Moody's
expectations and among the worst of its large credit card peers.

In Moody's view the ongoing deterioration increases the likelihood
that parent Bank of America Corp. will need to provide capital
support to FIA.  The BFSR is intended to express an opinion about
the likelihood of such an event.

During its review, Moody's will evaluate the specific strategies
being employed by FIA to mitigate portfolio losses in the current
highly challenging environment.  Moody's will also assess the
prospects for and potential effects on FIA's intrinsic credit
quality of capital support from BAC, and the prospective
implications of new regulations and legislation (Credit CARD Act).

Notwithstanding the pressure on FIA's stand-alone financial
position, Moody's believes that FIA benefits from a very high
likelihood of support from its parent and affiliates and from the
U.S. government.  Moody's affirmation of the bank's debt and
deposit ratings at Aa3/Prime-1 with a stable outlook reflects this
view.  The rating action is also consistent with Moody's recent
recalibration of the relative importance attached to certain
rating factors within its bank rating methodologies.  Capital
adequacy, in particular, takes on increasing importance in
determining the BFSR in the current environment.  Meanwhile, debt
and deposit ratings will reflect the fact that Moody's expects
that its support assumptions will continue to increase for
systemically important institutions during this global financial
crisis.

The last rating action on FIA was on April 20, 2009, when Moody's
lowered FIA's BFSR and assigned a negative outlook.

FIA Card Services, N.A., based in Wilmington, Delaware, reported
total assets of $147.7 billion as of March 31, 2009.  FIA, an
indirect wholly owned U.S. bank subsidiary of BAC, is the legal
entity for BAC's U.S., Canada, and U.K. credit card businesses.


FLEETWOOD ENTERPRISES: Nets $33.5 Million From Sale of RV Business
------------------------------------------------------------------
Fleetwood Enterprises, Inc., reports that after giving effect to
certain closing adjustments, the net purchase price paid by a unit
of American Industrial Partners Capital Fund IV, L.P., for the
acquisition of Fleetwood's motorized recreational vehicle business
was roughly $33.5 million, including:

     -- $2.5 million deposited into an escrow account for
        potential purchase price adjustments; and

     -- $2.0 million deposited into a segregated account to secure
        the Company's performance of certain information
        technology services under a transition services agreement.

AIP offered $53 million for the assets, subject to pre-closing
conditions and post-closing adjustments.

As reported by the Troubled Company Reporter, Fleetwood and
certain of its subsidiaries on May 29, 2009, entered into an Asset
Purchase Agreement with AIP RV Acquisition Company LLC for the
sale of substantially all of the Sellers' motorized recreational
vehicle business assets.  Prior to the closing of the sale of the
RV Assets, AIP assigned its interest in the Purchase Agreement to
two of its affiliates, Fleetwood RV, Inc., and Goldshield
Fiberglass, Inc.  The sale of the RV Assets pursuant to the
Purchase Agreement was approved by the United States Bankruptcy
Court for the Central District of California, Riverside Division,
filed and entered on July 2, 2009.

On July 17, 2009, the Company consummated the sale of the RV
Assets to the Purchaser.

                    About Fleetwood Enterprises

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

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

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


FLEETWOOD ENTERPRISES: Six Directors to Resign Effective July 26
----------------------------------------------------------------
Fleetwood Enterprises, Inc., reports that on July 15, 2009, each
of the directors of the Company submitted a written resignation to
the chairman of the board, resigning from his/her position as a
director of the Company, such resignations to become effective at
5:00 p.m. PDT on July 26, 2009:

     -- Paul D. Borghesani,
     -- Dr. James L. Doti,
     -- Margaret S. Dano,
     -- David S. Engelman,
     -- John T. Montford, and
     -- Daniel D. Villanueva

Fleetwood also reports that on July 15, 2009, the board of
directors of the Company approved an amendment to Section 3.02 of
the Company's Amended and Restated Bylaws to, effective July 26,
2009, reduce the number of directors from 10 to 4.

A full-text copy of the Amended and Restated Bylaws, as amended,
is available at no charge at http://ResearchArchives.com/t/s?3fd5

                    About Fleetwood Enterprises

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

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

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


FORD MOTOR: Posts $2.3 Billion Net Income for Second Quarter
------------------------------------------------------------
Ford Motor Company reported a pre-tax operating loss of
$424 million in the second quarter of 2009, excluding special
items -- a $609 million improvement compared with the second
quarter of last year -- as cost reductions, net pricing, Ford
Credit results and market share helped offset the continued impact
of the severe global economic downturn.

On an after-tax basis, excluding special items, Ford posted an
operating loss of $638 million in the second quarter, or $0.21 per
share, compared with a loss of $1.4 billion, or $0.63 per share, a
year ago.

Ford posted net income of $2.3 billion, or $0.69 per share.  The
results compare with a net loss of $8.7 billion, or $3.89 per
share, in the second quarter of 2008.  The results for the second
quarter 2009 include a special items net gain totaling
$2.8 billion, or $0.90 per share, which includes a $3.4 billion
gain related to Ford and Ford Credit's recent debt-reduction
actions.

Ford's second quarter revenue was $27.2 billion, down $11 billion
from the same period a year ago.

"While the business environment remained extremely challenging
around the world, we made significant progress on our
transformation plan," said Ford President and CEO Alan Mulally.
"Our underlying business is growing progressively stronger as we
introduce great new products that customers want and value, while
continuing to aggressively restructure our business and strengthen
our balance sheet."

In the second quarter, Ford completed several actions to
strengthen its overall business, including:

     -- Completing a series of transactions that reduced
        Automotive debt obligations by $10.1 billion, which will
        save the company more than $500 million a year in interest
        expense

     -- Raising $1.6 billion through the issuance of 345 million
        shares of Ford common stock

     -- Reducing Automotive structural costs by $1.8 billion,
        including $1.2 billion in North America

     -- Reducing the U.S. hourly work force by approximately 1,000
        through a buyout program

Ford reached agreement with the UAW, subject to court and other
approvals, to allow Ford the option to fund up to half of its VEBA
obligations with Ford common stock at market prices instead of
fixed prices in 2009, 2010, and 2011.  Ford finished the second
quarter with $21 billion in Automotive gross cash, compared with
$21.3 billion at the end of the first quarter of 2009.  Automotive
operating-related cash flow was $1 billion negative during the
second quarter of 2009, an improvement of $2.7 billion from the
first quarter of 2009.  Automotive operating-related cash flow was
$4.7 billion negative during the first half; on track with Ford's
plan.

"Ford delivered a very solid quarter, and our transformation plan
remains well on track," said Lewis Booth, Ford executive vice
president and chief financial officer.  "We strengthened our
balance sheet, reduced cash outflows and improved our year-over-
year financial results despite sharply lower industry volumes."

Ford's Second Quarter Highlights:

     -- Ford gained market share in all regions compared with the
        second quarter 2008:

        * U.S. market share rose for Ford, Lincoln and Mercury by
          two points to 16.4 percent.  Canada and Mexico were both
          up, with increases of 2.8 and 1.1 points, respectively,
          helping Ford become Canada's top-selling brand in June
          for the first time in 50 years;

        * Ford's share of the South American market improved one
          point to 10.4 percent;

        * In Europe, Ford market share rose a half point to 9.0
          percent, its highest second quarter level in the past 10
          years; and

        * In the Asia Pacific Africa region, Ford market share was
          up one-tenth of a point;

     -- For the first time in the 28-year history of the Global
        Quality Research System (GQRS) study, U.S. Ford, Lincoln
        and Mercury brand vehicles had the fewest number of
        "things gone wrong" among all automakers.  Customer
        satisfaction with vehicle quality also continued to
        improve, reaching its highest level in North America and
        equaling Toyota;

     -- The company posted an eighth straight year of improvement
        in the J.D. Power Initial Quality Study.  Ford and Mercury
        brands placed among the Top 10 in initial quality;

     -- All Ford brands improved significantly in the J.D. Power
        APEAL study of customer satisfaction. The Ford F-150 and
        Ford Flex led their respective segments and were noted for
        their fuel efficiency and styling;

     -- Ford average vehicle transaction prices in the U.S.
        increased at a rate above the industry average, reflecting
        that customers are equipping these new products with high
        levels of content and features;

     -- Ford announced a $550 million investment to transform its
        Michigan Assembly Plant to build Ford's next-generation
        Focus global small car and new battery-electric Focus;

     -- A new passenger car plant was launched in Thailand in
        partnership with Mazda to build Mazda2 and Ford Fiesta
        models, which will be exported throughout the Southeast
        Asian market beginning this fall;

     -- Ford qualified for $5.9 billion in loans from the U.S.
        Department of Energy for advanced fuel efficient vehicles.
        Ford plans to invest nearly $14 billion in the U.S. over
        the next seven years on advanced technology vehicles;

     -- Ford's total sales in China were up 39 percent in the
        second quarter of 2009 aided by the strong launch of the
        new Ford Fiesta and continued strong sales of the Ford
        Focus;

     -- The new Ford Fiesta is now Europe's No. 2-selling car,
        with more than 300,000 units sold since its introduction
        there last fall;

     -- The company successfully completed the European launches
        of the new Ford Transit Connect, Ford Ranger and Ford
        Transit ECOnetic;

     -- Began production of the 2010 Ford Taurus and the high-
        performance 2010 Ford Taurus SHO in North America.  Ford's
        flagship sedan arrives soon in dealer showrooms;

     -- Production has begun for the 2010 Ford Transit Connect for
        North America, a purpose-built van for small businesses,
        which will debut this summer;

     -- Production is under way for the 3.5-liter V6 EcoBoost
        engine, which will be available this year on the Lincoln
        MKS, Ford Flex, Ford Taurus SHO and Lincoln MKT.  EcoBoost
        delivers the horsepower of a V8 with the fuel efficiency
        of a V6; and

     -- The Lincoln MKZ, Ford Focus and Volvo C30 earned the "Top
        Safety Pick" award from the Insurance Institute for
        Highway Safety.  Ford has more IIHS "Top Safety Pick"
        awards than any other automaker.

                         Automotive Sector

For the second quarter of 2009, Ford's worldwide Automotive sector
reported a pre-tax operating loss of $1 billion, compared with a
pre-tax loss of $699 million a year ago.  The decline reflected
lower industry volumes, actions to reduce dealer stocks, higher
material costs and unfavorable exchange, largely offset by
structural cost reductions, favorable net pricing and improved
market share.

Worldwide Automotive revenue in the second quarter was
$24 billion, down from $34.1 billion a year ago.  The decrease is
primarily explained by lower volumes and unfavorable exchange,
partly offset by favorable net pricing.  Total vehicle wholesales
in the second quarter were 1,172,000, compared with 1,562,000
units a year ago.

Automotive structural cost reductions in the second quarter
totaled $1.8 billion, including $1.2 billion in North America.
Manufacturing and engineering costs were $1.1 billion lower,
largely reflecting the continued benefits of personnel actions in
North America and Europe.  Overall, Ford reduced Automotive
structural costs by $3.6 billion in the first half.

Net pricing was about $1.2 billion favorable, primarily explained
by higher pricing in the U.S., reflecting the success of new
products, including the Ford F-150, Ford Fusion and Ford Mustang,
and the continuation of its disciplined approach on incentives.

For the second quarter, Ford North America reported a pre-tax loss
of $851 million, compared with a loss of $1.3 billion a year ago.
The improvement was primarily explained by structural cost
reductions, favorable net pricing and improved market share,
partly offset by lower U.S. industry volume, a reduction in dealer
stocks, higher material cost and unfavorable exchange.  Second
quarter revenue was $10.8 billion, down from $14.2 billion a year
ago.

                     Financial Services Sector

For the second quarter, the Financial Services sector reported a
pre-tax profit of $595 million, compared with a loss of
$334 million a year ago.

Ford Motor Credit Company reported a pre-tax profit of
$646 million in the second quarter, compared with a pre-tax loss
of $294 million a year ago.  The improvement primarily reflected
lower depreciation expense for leased vehicles due to higher
auction values, net gains related to unhedged currency exposures,
a lower provision for credit losses and lower operating costs.
These factors were partly offset by lower volume and non-
recurrence of a gain related to the sale of approximately half of
Ford Credit's ownership interest in its Nordic operations.

Other Financial Services reported a loss of $51 million in the
second quarter, compared with a pre-tax loss of $40 million a year
ago.  The decline is more than explained by a loss related to a
real estate transaction.

                  Ford Continues to Make Progress

Despite the severe global downturn, Ford said it continues to make
progress on all four pillars of its plan:

     -- Aggressively restructure to operate profitably at the
        current demand and changing model mix;

     -- Accelerate the development of new products that customers
        want and value;

     -- Finance the plan and improve the balance sheet; and

     -- Work together effectively as one team, leveraging Ford's
        global assets.

Ford said it remains on track to achieve or exceed all of its 2009
financial targets and most of its operational metrics.

The Company said it now expects full-year market share to improve
compared to 2008 in the U.S. and Europe, reflecting share
increases in the first half and strong reception to new product
introductions.

Ford expects 2009 U.S. industry sales will be between 10.5 million
and 11 million units, consistent with the outlook previously
communicated by the company.  Based on first half European
industry volume, Ford now expects that Europe's full-year industry
sales will be in the range of 15 million to 15.5 million units,
which is higher than the previous outlook.

Ford expects third quarter 2009 production to be up, compared with
2008 and second quarter 2009 production.  This increase is largely
due to tightly controlled inventories and higher market demand for
our products.

Ford remains on track to exceed its $4 billion Automotive
structural cost reduction target for 2009.  Second half cost
reductions will be less than the first half, reflecting the
significant cost reductions achieved during the third and fourth
quarters of 2008.

Ford expects Automotive operating-related cash flows in the second
half to improve from first half levels consistent with its current
planning assumptions.  However, due to substantial improvements in
the second quarter, third quarter levels may not improve
sequentially.

Ford Credit expects its second half 2009 results to be lower than
its first half 2009 results.  Ford Credit does not expect the net
gains related to unhedged currency exposures or improvements in
lease residual losses in the amounts experienced in the second
quarter 2009 to continue.  A continuing decline in receivables
will also contribute to lower second half 2009 results.

Based on its current planning assumptions, Ford has sufficient
liquidity to fund its product-led transformation plan and provide
a cushion against the uncertain global economic environment.  In
addition, Ford will continue to pursue actions to improve its
balance sheet.

The company remains on track to achieve its key 2011 financial
targets, based on current planning assumptions, including overall
and North American Automotive pre-tax results being breakeven or
better, excluding special items, and Automotive operating-related
cash flow being breakeven or better.

"Our product-led transformation is working, and we are pleased
with our progress in the second quarter," Mr. Mulally said.
"While the economic environment remains challenging, I am more
convinced than ever we are on the right path to create a healthy
and profitably growing Ford."

A full-text copy of Ford's news statement and key financial
highlights is available at no charge at:

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

Matthew Dolan and Jeff Bennett at The Wall Street Journal relate
that Ford's rate of cash use dropped largely as a result of
limited spending on buyer incentives and increased production at
its North American plants.  "Ford delivered exactly what we wanted
to see -- lower cash burn.  But it's still too early to tell
whether Ford has got its swagger back since some of the
improvement was due to market share and price gains that Ford
probably picked up at General Motors and Chrysler's expense while
they were in bankruptcy," The Journal quoted corporate bond
research firm Gimme Credit analyst Shelly Lombard as saying.

A slower-than-expected economic recovery or a disruption of the
industry's parts supply could dampen Ford's optimistic outlook,
The Journal states, citing Ford Chief Financial Officer Lewis
Booth.

                         About Ford Motor

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

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

                          *     *     *

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

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


FORD MOTOR: Better 2nd Quarter Results May Lead to Equity Offering
------------------------------------------------------------------
A narrower second quarter loss, which surpasses analysts'
expectations, may boost stock that could give Ford Motor Co. a
chance for an equity offering to cut debt, Jeff Green and Katie
Merx at Bloomberg News report, citing Fifth Third Asset Management
senior portfolio manager Mirko Mikelic.

Bloomberg relates that Credit Suisse Holdings USA Inc. Chris
Ceraso cut his loss estimate for Ford last week to 28 cents a
share from 78 cents, while JPMorgan Chase & Co. analyst Himanshu
Patel, citing improvements in pricing and increased production in
North America and Europe, said in a note to investors on July 17
that Ford will beat analysts' adjusted-loss estimates by a
"meaningful" amount, without revising his projection for a 68-cent
deficit.

Bloomberg relates that Mr. Mikelic, who helps supervise
$19 billion in fixed-income assets at Fifth Third in Grand Rapids,
Michigan, including Ford Motor Credit debt, said that beating
estimates will help Ford "tap the capital markets.  For them to
survive, they have to be able to tap the capital markets."

According to Bloomberg, Ford CEO Alan Mulally's decision to forgo
federal aid is forcing him to pare $25.8 billion in debt from
automotive operations through March.  Mr. Patel said in an e-mail
on July 17 that Ford's debt will increase to $40 billion by 2011,
Bloomberg states.

Bloomberg quoted Morgan Keegan & Co. fixed-income analyst Pete
Hastings as saying, "The big questions are how do they manage
their debt load going forward, and the expense rate, and do they
see their volume growing enough that they can accomplish what they
need to do?"

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

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

                          *     *     *

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

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


FREDDIE MAC: Names Charles Haldeman Jr. as Chief Executive Officer
------------------------------------------------------------------
Freddie Mac said its board of directors has named finance industry
veteran Charles E. Haldeman, Jr., as the Company's chief executive
officer and has elected him as a member of the board of directors.

Mr. Haldeman was chairman of Putnam Investment Management, LLC,
the investment advisor for the Putnam Funds, until June 30, 2009.
Previously, he served as president and chief executive officer of
Putnam Investments.  Freddie Mac expects that Mr. Haldeman's
employment and board tenure will begin in August 2009, following
release of the company's second quarter financial results.  He
will succeed John A. Koskinen who has been serving as Freddie
Mac's interim chief executive officer since March 2009.  Mr.
Koskinen will resume his previous position as non-executive
chairman of the board.

Mr. Haldeman has more than 35 years of investment and management
experience.  Prior to assuming the role of chairman of Putnam
Investment Management in July 2008, he served as president and
chief executive officer of Putnam Investments, a position to which
he was appointed in 2003.  He was charged with reorganizing the
business and improving business policies and compliance following
a series of probes into the industry's business practices.  Based
on that success, CFA Magazine named him "One of the Most
Influential CFA Institute Members" in December 2006, citing his
personal commitment to fiduciary duty, his work to restore
Putnam's reputation and his creation of an organizational culture
that reinforced trust in the firm.  Mr. Haldeman also spearheaded
the sale of Putnam Investments to Power Financial Corporation in
January 2007.  A member of the Putnam Funds' Board of Trustees
since 2004, he was named president of the Putnam Funds in 2007.
He joined Putnam Investments in 2002 as co-head of the investment
division.  Putnam is one of the world's largest mutual fund
administrators, with more than $100 billion in assets under
management.

Prior to joining Putnam, Mr. Haldeman served as chairman and chief
executive officer of Delaware Investments, and as president and
chief operating officer of United Asset Management Corporation
(UAM).  He began his career at Cooke & Bieler, Inc., an affiliate
of UAM, in 1974, where he held a series of senior executive
positions.

Mr.Haldeman earned an M.B.A. from Harvard Business School, where
he was a Baker Scholar, a J.D. cum laude from Harvard Law School,
and an A.B. summa cum laude from Dartmouth College.  He is a
Chartered Financial Analyst (CFA).  Mr. Haldeman is currently
chairman of the Board of Trustees of Dartmouth College. He also
serves on the Harvard Business School Board of Dean's Advisors,
the Partners HealthCare Investment Committee, and the Executive
Committee of the Boston Chamber of Commerce.  He formerly served
on the Board of Governors of the Investment Company Institute.  He
and his wife, Barbara, have three children.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the Company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FRONTIER AIRLINES: Court Approves Disclosure Statement
------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the Disclosure Statement explaining Frontier
Airlines Holdings, Inc., and its debtor-affiliates' Joint Plan of
Reorganization, at a hearing held July 22, 2009.

Judge Robert D. Drain held that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code that would enable creditors to make an informed
decision on whether to accept or reject the Plan.

The Disclosure Statement discusses information with respect to,
among other things, the Debtors' available assets and their
value, the anticipated future of the Debtors, the condition and
performance of the Debtor while in Chapter 11, the claims against
the estate, the Debtors' financial information and the tax
consequences of the Plan.

Approval of the Disclosure Statement is a go-ahead signal for the
Debtors to start soliciting votes for acceptance of their Plan,
which will come before the Court for confirmation at a hearing on
September 10, 2009, at 10:00 a.m., Eastern Standard Time.
Parties have until August 28 to file objections to the Plan.

Judge Drain established July 22, 2009, as the Voting Record Date
for determining (i) the creditors who are entitled to vote on the
Plan, and (ii) in the case of non-voting classes, the creditors
and interest holders that are to receive certain informational
materials.

A full-text copy of the Debtors' Plan is available for free at:

    http://bankrupt.com/misc/FAH_Chapter11Plan.pdf

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

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

               Disclosure Statement Objections Resolved

Damian S. Schaible, Esq., at Davis Polk and Wardwell, in New York
informs the Court that Frontier Airlines Holdings, Inc. and its
debtor-affiliates received several informal objections to the
approval of their Disclosure Statement explaining their Chapter
11 Plan of Reorganization.

To resolve these Objections, the Debtors submitted to Judge
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York, on July 20, 2009, their Amended Disclosure
Statement and Plan to incorporate these "minor changes":

  (1) Each collective bargaining agreement to which the Debtors
      are parties, as amended, will be deemed assumed effective
      as of the Effective Date of the Plan.  However, the
      assumption will not affect the treatment of claims
      asserted under the Agreements to the extent that they are
      (i) previously allowed by the Bankruptcy Court's final
      order or (ii) filed by the International Brotherhood of
      Teamsters and related to the Debtors' postpetition
      consensual and non-consensual modification of the IBT
      Material Specialist Agreement or the IBT Maintenance
      Agreement.

  (2) The Debtors have not yet determined how to treat certain
      insurance policies issued by ACE American Insurance
      Company.  Nothing in the Plan, however, will be read to
      authorize the unilateral amendment by the Debtors of any
      of the terms of the ACE Policies and Agreements.

Prior to the filing of the Amended Disclosure Statement and Plan,
Diana G. Adams, the United States Trustee for Region 2, argued
that the discharge of non-debtor third-parties under the
Disclosure Statement is prohibited by Section 524(e) of the
Bankruptcy Code.

She pointed out that the Disclosure Statement provides that the
"discharge of a debt of the debtor does not affect the liability
of any other entity on, or the property of any other entity for,
[the] debt."  In addition, the Plan specifies that none of the
Debtors, Reorganized Debtors, the Official Committee of Unsecured
Creditors, the Agent and Lenders under the Debtor-in-Possession
Credit Agreement, the Plan Sponsor, the Indenture Trustee, the
Frontier Airlines Pilots Association Released Parties, the
Transport Workers Union and the International Brotherhood of
Teamsters Released Parties will have or incur any liability to
any holder of a Claim or Interest for any act or omission in
connection with, related to or arising out of, the Plan.

Ms. Adams clarified that she does not object to the exculpation
for the Debtors and the Official Committee of Unsecured Creditors
to the extent that the Exculpation is limited to the language of
Section 1125(e) of the Bankruptcy Code.  In the event that the
Court finds any Releases to be appropriate, she said the Release
language in the Disclosure Statement and Plan should be modified
to conform to the policies of the U.S. Trustee.  Specifically,
the Amendments should not:

  * apply in the event of fraud, gross negligence, willful
    misconduct, malpractice, criminal conduct, unauthorized use
    of confidential information that causes damages, or ultra
    vires" acts; and

  * limit the liability of the Debtors' professionals to their
    client contrary to the requirements of Rule 1.8(h)(1) of the
    New York Rules of Professional Conduct.

Neither the Disclosure Statement nor the Plan explains why the
Non-Debtor Release is warranted or justified, Ms. Adams further
stated, citing Deutsche Bank AG v. Metromedia Fiber Network,
Inc., 416 F. 3d 136, 141 (2d Cir. 2005).  The U.S. Trustee added
that she is "unable to discern from the Plan or Disclosure
Statement" any factors that would justify the Releases.

Absent adequate explanation from the Debtors as to their
justification, the Proposed Releases should be disallowed, Ms.
Adams said.  She added that the Plan does include "language
carving out Government Claims from the Proposed Releases."  In
this regard, the Plan fails (i) to require either the Disbursing
Agent to obtain a bond with respect to any funds held for
distribution to creditors or other parties, or (ii) to agree to
notify the Court and the U.S. Trustee before terminating any bond
that is obtained, Ms. Adams told the Court.

Subsequently, the Debtors confirmed that they and the U.S.
Trustee have agreed to treat the U.S. Trustee's objection as an
objection to confirmation of the Plan rather than an objection to
approval of the Disclosure Statement.  Frontier further noted
that the Objection is "largely technical in nature," which is
unlikely to block the Court's approval of the Plan, notes news
reports.

Similarly, Travis County, the City of Austin, Austin Community
College, Del Valle Independent School District and Travis County
Hospital District averred that the Plan is "unfair and
unconfirmable" under Sections 511(a) and 1129(b)(2)(A) of the
Bankruptcy Code, as it does not allow for payment of Travis
County's Claim.

Travis County asserts a claim against the Debtors totaling
$1,930, which is secured by a lien pursuant to Section 32.01 of
the Texas Property Tax Code, on the Debtors' property.

Travis County Tax Assessor-Collector Nelda Wells Spears
maintained that the Claim "takes priority over the claims and
interests of any other creditor" in the Debtors' cases.
Moreover, pursuant to Sections 33.01(a) and (c) of the Texas
Property Tax Code, the Claim receives a 12% penalty as well as
interest at the rate of 1% for each month that the property taxes
remain unpaid.  The lien is automatically perfected on January 1,
Ms. Spears added.

In a subsequent filing, the Debtors told the Court that, as a
result of negotiations, Travis County will withdraw its objection
to the Plan.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Court Approves Republic Investment Agreement
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued a written order on July 13,
2009, approving the investment agreement between Frontier
Airlines Holdings, Inc., and Republic Airways Holdings, Inc.

The Court approved the Proposal Process in all respects, and will
govern all proceedings related to, the solicitation and selection
of alternative proposals.  An auction will be conducted for the
period from August 11 to August 17, 2009, during which time
Frontier may seek higher or otherwise better competing bids.  Any
interested bidders must submit an initial proposal by August 3,
and a final proposal by August 10.

If Frontier identifies and chooses to accept an alternative
Successful Proposal, the Debtors may, in effect terminate the
Investment Agreement with Republic.

If the Investment Agreement is terminated by Republic or Frontier
Holdings for any reason at any time during the Proposal Process,
the Debtors may, in their sole discretion, but after consultation
with the Official Committee of Unsecured Creditors, terminate the
Proposal Process.  Neither Republic nor the Debtors will have any
obligations with respect to the termination of the Proposal
Process, but will not affect the Debtors' obligations to Republic
with respect to the Termination Fee or Expense Reimbursement.

"The Debtors' subsequent presentation of a superior Alternative
Proposal to the Court for approval does not constitute the
Debtors' acceptance of the proposal.  The Debtors will be deemed
to have accepted an Alternative Proposal only when the proposal
has been approved by the Court," Judge Drain ruled.

Under the Auction Procedures, the Debtors will present the
Successful Proposal for Court approval at a hearing to be
scheduled not later than 21 days following the Auction.

The Court also approved the Notice of Auction and directed the
Debtors to publish it in the national edition of The Wall Street
Journal.  The Debtors subsequently submitted to Judge Drain a
copy of the Notice.

Subject to the terms of the Investment Agreement, Judge Drain
allowed the Debtors and Republic to waive, modify, amend or
supplement the Investment Agreement without further Court order,
provided that (i) the Amendments are favorable to the Debtors or
immaterial to the estates' creditors, and (ii) notice of the
Amendments will be given to the Creditors' Committee at least 48
hours prior to effectiveness.

To recall, Republic has agreed to purchase 100% of the stock of
Frontier Holdings upon its emergence from bankruptcy for
$108.75 million, under certain conditions.  Consequently, Frontier
Airlines Holdings would become a wholly owned subsidiary of
Republic.  However, Frontier Airlines and Lynx Aviation would
maintain their current names and continue to operate as usual.

A full-text copy of Judge Drain's Order is available for free at:

  http://bankrupt.com/misc/FAH_InvestmentPact&AuctionOrder.pdf

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Paul Dempsey Disposes Of 5,500 Shares Of Stock
-----------------------------------------------------------------
Paul S. Dempsey, a director at Frontier Airlines Holdings, Inc.,
informed the U.S. Securities and Exchange Commission that on
July 13, 2009, he disposed of 5,500 shares of the Company's
common stock at $0.05.

Following the transaction, Mr. Dempsey beneficially owned zero
Frontier shares.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Seeks to Extend LRU Lease Decision Period
------------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, Frontier Airlines
Holdings Inc. and its affiliates ask the Bankruptcy Court to
extend the period during which they may assume their standard
industrial lease of the LRU Reservations Center in El Paso, Texas,
through and including September 30, 2009.

According to Timothy E. Graulich, Esq., at Davis Polk & Wardwell
LLP, in New York, the Extended Assumption Deadline was
consensually reached with Mesilla Valley Business Park, LLC, as
the Landlord, to provide additional time for the parties to
review the LRU Lease.  Absent the Extension, the LRU Lease, if
not assumed, will be deemed rejected as of August 1, 2009.

Frontier agrees to continue paying all rentals required under the
LRU Lease Agreement with Mesilla Valley until September 30, 2009,
Mr. Graulich says.

                 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)


FRUIT OF THE LOOM: Judge Walsh Declines Magnetek's Invitation
-------------------------------------------------------------
Permissive abstention was warranted in an adversary proceeding in
which the reorganized debtors in a Chapter 11 case sought a
declaration that the claims asserted against one debtor by a
creditor in state-court actions were waived, released, and
discharged under a settlement agreement and that the creditor's
addition of the debtor as the defendant in the state-court actions
breached the settlement agreement.  The adversary proceeding would
not have a significant effect on the efficient administration of
the bankruptcy estate, since the debtors' plan took effect more
than seven years earlier.  Moreover, state law issues predominated
over bankruptcy issues, and the issues were straightforward
contract issues.  The court's jurisdictional basis rested solely
on bankruptcy jurisdiction, furthermore, and the adversary
proceeding was remote from the main bankruptcy case and was not a
core proceeding.  In re Fruit of the Loom, Inc., --- B.R. ----,
2009 WL 2058383 (Bankr. D. Del.).

Fruit of the Loom, Inc., and a number of its subsidiaries, filed
voluntary chapter 11 petitions (Bankr. D. Del. Case No. 99-04497)
on On December 29, 1999.  Magnetek filed proofs of claim in
several of the related cases asserting liability on account of
environmental, health, and safety matters, related to a facility
in Bridgeport, Connecticut.  Fruit of the Loom and Magnetek
entered into a Settlement Agreement which the Bankruptcy Court
approved on April 25, 2002.

Reorganized Fruit of the Loom brought an adversary proceeding
against Magnetek, Inc. (Bankr. D. Del. Adv. Pro. No. 09-50948),
seeking a declaration that claims asserted against the reorganized
company by Magnetek in state-court actions were waived, released,
and discharged under settlement agreement and that creditor's
addition of debtor as a defendant in those actions breached
settlement agreement.  Magnetek moved for abstention, and the
Honorable Peter J. Walsh held that (1) Magnetek's waiver of its
right to seek mandatory or permissive abstention did not prevent
the bankruptcy court from sua sponte addressing the issue of
whether permissive abstention was warranted, and (2) permissive
abstention was warranted.


GENERAL MOTORS: German Gov't Still Favors Magna Bid for Opel
------------------------------------------------------------
BBC News reports the German government has said that after initial
evaluations of the three bids for General Motors Corp.'s European
unit, Opel, it still favors a deal with Canadian car parts maker
Magna International Inc.

The government initially supported Magna's bid in May.

According to BBC, a buyer for Opel, which includes Vauxhall in the
UK, is expected to be chosen by the end of July.  BBC says a final
deal could then be agreed by the end of October.

"We have indicated that we see the Magna concept as a sustainable
one," BBC News quoted Chancellor Angela Merkel as saying.

On July 22, 2009, the Troubled Company Reporter-Europe, citing The
Financial Times, reported that GM said on Monday that it had
received three final bids for its European business.  The FT
disclosed Magna and OAO Sberbank entered bids alongside Belgium's
RHJ International SA and China's Beijing Automotive Industry
Holding Co for a controlling stake in Opel/Vauxhall.  GM, as cited
by the FT, said it would now analyze and compare the bids before
reviewing them with Germany and other affected governments, the
European Commission, and the Opel/Vauxhall Trust Board.  Citing a
person close to the deal, the FT disclosed 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 said.

                          Loan Guarantees

As reported in the Troubled Company Reporter-Europe on July 17,
2009, The Wall Street Journal said the German government warned GM
that, if it sells its European car business to anyone other than
Magna, then Germany might withdraw its offer to provide state aid.
The WSJ disclosed German politicians pledged to support Magna's
plan with EUR4.5 billion (US$6.3 billion) in loan guarantees.
German officials pointed out GM couldn't complete a deal without
Germany's aid and approval, the WSJ said.  According to the WSJ,
German states that host Opel factories, and which are contributing
to EUR1.5 billion of interim loans to keep Opel alive, also said
that an alternative buyer would have to renegotiate state aid.

                        About General Motors

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

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

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

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

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

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

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


GHOST TOWN: Asks Court for 3-Month Delay of Plan Filing Deadline
----------------------------------------------------------------
Becky Johnson at Smoky Mountain News reports that Ghost Town in
the Sky has asked the U.S. Bankruptcy Court for the Western
District of North Carolina to extend by three months the deadline
for the submission of its reorganization plan.

According to Smoky Mountain, Ghost Town was scheduled to file a
reorganization plan in the Court within four months, which would
have been this early July.

Smoky Mountain relates that Maggie Valley resident and business
owner Alaska Pressley has offered a $250,000 loan to Ghost Town to
help the park on its road to recovery.  Court documents say that
the loan would be used to help get the incline railway working.
Smoky Mountain says that Ghost Town proposes to pay back the loan
over the course of five years, with $1 per customer this year and
$2 per customer for the next four years.  This arrangement would
let Mr. Pressley to sidestep others who are owed money by Ghost
Town by directly tapping the park's revenue stream, says Smoky
Mountain.

Smoky Mountain states that BB&T objected to the proposal as it
would funnel profits off the park to pay back a select lender.
BB&T holds a $9.5 mortgage on the property, says the report.

Located in the Great Smoky Mountains in Maggie Valley, North
Carolina, Ghost Town in the Sky --
http://www.ghosttowninthesky.com/-- features staged gunfights,
live music and shows, crafts, and food.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W.D. N.C. Case No. 09-10271).
David G. Gray, Esq., at Westall, Gray, Connolly & Davis, P.A., and
William E. Cannon, Jr., at Brown, Ward & Haynes P.A., represent
the Debtor in its restructuring efforts.  In its bankruptcy
petition, the Debtor listed total assets of $13,035,300 and total
debts of $12,305,672.


GLOBAL MOTORSPORT: Court Extends Period to Remove Actions
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has ordered
that the time period provided by Bankruptcy Rule 9027 within which
Global Motorsport Group, Inc., et al., may file notices of removal
of related proceedings under Bankruptcy Rule 9027(a)(2) through
the later of (a) December 31, 2009, or (b) 30 days after entry of
an order terminating the automatic stay with respect to any
particular action sought to be removed.

The Court further  extended the time period provided by Bankruptcy
Rule 9027 within which the Debtors may file notices of removal of
related proceedings under Bankruptcy Rule 9027(a)(3) to the later
of (i) December 31, 2009, or (ii) the time period specified in
Bankruptcy Rule 9027(a)(3)(A) and (B)(i.e., the shorter of (A) 30
days after receipt, through service or otherwise, of a copy of the
initial pleading setting forth the claim or cause of action sought
to be removed, or (B) 30 days after receipt of the summons if the
initial pleading has been filed with the court but not served with
the summons.

                    About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/-- is a dealer of European model
sports cars.  The Company is also known as Global Motorsport Parts
Inc.  The Company and three of its affiliates filed for protection
on January 31, 2008 (Bankr. D. Del. Lead Case No. 08-10192).
Laura Davis Jones, Esq., James O'Neill, Esq., and Joshua Fried,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as counsel to
the Debtors.  T. Scott Avil, Esq., at CRG Partners Group LLC, is
the Debtors' restructuring services provider.  Federico G.M.
Mennella, Esq., at Lincoln International Advisors, LLC, is the
Debtors' investment banker.  The Debtors selected Epiq Bankruptcy
Solution LLC as their claims agent.

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Fox
Rothschild LLP and Andrews Kurth LLP serve as the Committee's
counsel.  Edward T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is
the Committee's financial advisor.  Adam Harris, Esq., and David
Hillman, Esq., at Schulte Roth & Zabel LLP, serve as counsel to
the prepetition and postpetition secured lenders.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.


GLOBAL MOTORSPORT: Plan Filing Period Extended to September 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Global Motorsport Group, Inc., et al.'s exclusive period
to propose a plan through July 31, 2009, and their exclusive
period to solicit acceptances thereof through September 30, 2009.
This is the Debtors' fourth extension of their exclusive periods.

In their motion, the Debtors told the Court that they, together
with the Official Committee of Unsecured Creditors and secured
lender Ableco Finance LLC, have agreed on the essential terms of a
plan, and have executed a term sheet memorializing the terms of
that agreement.

As reported in the Troubled Company Reporter on March 12, 2008,
the Debtors obtained approval of the sale of substantially of
their assets to Dae-II USA, Inc., for $16 million.  The sale
closed on March 7, 2008.

                    About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/-- is a dealer of European model
sports cars.  The Company is also known as Global Motorsport Parts
Inc.  The Company and three of its affiliates filed for protection
on January 31, 2008 (Bankr. D. Del. Lead Case No. 08-10192).
Laura Davis Jones, Esq., James O'Neill, Esq., and Joshua Fried,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as counsel to
the Debtors.  T. Scott Avil, Esq., at CRG Partners Group LLC, is
the Debtors' restructuring services provider.  Federico G.M.
Mennella, Esq., at Lincoln International Advisors, LLC, is the
Debtors' investment banker.  The Debtors selected Epiq Bankruptcy
Solution LLC as their claims agent.

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Fox
Rothschild LLP and Andrews Kurth LLP serve as the Committee's
counsel.  Edward T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is
the Committee's financial advisor.  Adam Harris, Esq., and David
Hillman, Esq., at Schulte Roth & Zabel LLP, serve as counsel to
the prepetition and postpetition secured lenders.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.


GREEKTOWN CASINO: Detroit Appeals Development Agreement Assumption
------------------------------------------------------------------
The City of Detroit has filed an appeal to the United States
District Court for the Eastern District of Michigan, Southern
Division of the Bankruptcy Court's decision authorizing the
Debtors to assume their Development Agreement with the City.

The Appeal has been assigned to Judge Paul D. Borman as Civil
Casino No. 09-cv-12460.

Cezar M. Froelich, Esq., at Shefsky & Froelich Ltd., in Chicago,
Illinois, says that the City wants the District Court to review
if the Bankruptcy Court erred in concluding that:

(1) it should apply the actual test and not the hypothetical
     test under Section 365(c) of the Bankruptcy Code when
     considering the Debtors' request for authority to assume the
     Development Agreement and whether application of the
     hypothetical test would have barred the Debtors' assumption;

(2) the Debtors are not barred from assuming the Development
     Agreement because Section 365(e)(2)(A) of the Bankruptcy
     Code do not revive the City's "ipso facto clauses" in the
     Development Agreement which made the Debtors' filing of a
     bankruptcy petition a default;

(3) the Debtors had no obligation to cure any defaults for which
     they did not have formal notice and an opportunity to cure;

(4) notice was not given to the Debtors of their numerous
     defaults under the Development Agreement;

(5) notice is required under the Development Agreement for every
     type of default for a default to exist;

(6) the Debtors did not have to cure any of their numerous
     defaults under the Development Agreement nor provide
     adequate assurance of future performance prior to assumption
     of the executory contract;

(7) the Debtors did not waive the formal notice requirement
     contained in the Development Agreement, or should not be
     estopped from asserting the notice requirement as a defense;
     and

(8) all provisions in the Development Agreement required a
     formal notice or cure period before a default existed and
     whether the Debtors were able to satisfy the other
     requirements of Section 365 of the Bankruptcy Code prior to
     its assumption of the Development Agreement.

The City also submitted a designation of items to be included in
the record on appeal, a copy of which is available for free at:

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


                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Exceeds 2008 Revenues for 3rd Straight Month
--------------------------------------------------------------
Greektown Casino-Hotel posted all-time highs for both profit and
revenue in June, announced casino officials.  Projected EBITDAR
(Earnings before Interest, Taxes, Depreciation, Amortization, and
Restructuring Expenses) for June 2009 is expected to be more than
three times as high as June 2008, and the highest ever in the
month of June for Greektown.  Revenue for June was also up year-
over-year by 24.2 percent, the third-straight month the property
has surpassed 2008 numbers.  Finally, Greektown once again gained
market share, capturing nearly another percent of the Detroit
market.  The positive results all came on the heels of a stellar
May, when Greektown posted a 7.2 percent year-over-year revenue
increase while the overall gaming market in Detroit saw a
4.2 percent decline.

"We have spent the month welcoming thousands of former Windsor
customers, which not only helps our bottom line but adds jobs and
tax revenues right here in Detroit.  We are thrilled with the
results of our 'Match Windsor' promotion and are honoring it again
in July," said Randall A. Fine, Managing Director of The Fine
Point Group and Chief Executive Officer of Greektown.  "To grow
revenues 24% in this economy is something each Greektown team
member can be proud of, but more than that, I cannot emphasize
enough that we are doing this while dramatically growing our
profits and increasing our operating margins.  Anyone can buy
business -- to triple profits in this economy is awfully hard to
ignore," Fine added.

Located at 555 E. Lafayette Boulevard in Detroit's Greektown
Entertainment District, Greektown Casino-Hotel opened on
November 10, 2000.  Readers of The Detroit News and Detroit Free
Press have voted Greektown Casino-Hotel Michigan's and Detroit's
"Best Casino" numerous times.  Greektown Casino-Hotel offers such
amenities as their all-new International Buffet, the Eclipz
Lounge and a VIP lounge for players.  In addition to being named
"Best Casino" by readers of The News and Free Press, Greektown
Casino-Hotel also placed first in other categories in The News'
reader survey, including "Best Slots," "Best Wait Staff Outfits,"
"Best Craps Tables," "Best Blackjack Tables," "Best High Rollers
Area," "Best Casino Restaurant," and "Best Casino Entertainment."
Greektown Casino-Hotel opened its new 400-room hotel tower
February 2009.  For reservations and group events, call 877-GCH-
5554 or visit http://www.greektowncasino.com

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Fine Consulting Bills $2 Million for March-May
----------------------------------------------------------------
Nine professionals in the Debtors' bankruptcy cases ask the Court
to grant them allowance of fees for services rendered and
reimbursement of expenses incurred for the quarter period from
March 2009 through May 2009:

A. Debtors' Professionals

  Firm                  Role           Fees       Expenses
  ----                  ----         --------     --------
  Fine Consulting, Inc. Gaming     $2,021,900      $54,813
                        Consultant

  Conway Mackenzie,     Financial     837,986       11,482
  Inc.                  Advisor

  Honigman Miller       Special       720,062       15,448
  Scwartz & Cohn LLP    Counsel

  Moelis & Company LLC  Investment    450,000       77,279
                        Banker

  Ernst & Young         Accountant    149,639          669

  Jackier Gould PC      Special        29,167          230
                        Counsel

  Floyd E. Allen &      Counsel        20,137          622
  Associates


B. Committee's Professionals

  Firm                  Role           Fees       Expenses
  ----                  ----         --------     --------
  Clark Hill PLC        Counsel      $115,578         $243

  XRoads Solutions      Financial     232,138          175
  Group LLC             Advisor

These professionals submitted certificates of no objection
regarding their requests for payment of services rendered and
expenses incurred for the period from March 2009 through
May 2009:

  -- Schafer and Weiner PLLC,
  -- Jackier Gould PC,
  -- Honigman Miller Schwartz & Cohn LLP,
  -- Ernst & Young LLP,
  -- Clark Hill PLC, and
  -- Floyd E. Allen & Associates.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Parties File Objections to Disclosure Statement
-----------------------------------------------------------------
Greektown Holdings LLC and its debtor affiliates submitted to the
U.S. Bankruptcy Court for the Eastern District of Michigan on
July 10, 2009, exhibits to the Disclosure Statement describing
the Joint Plan of Reorganization.  The exhibits include a
liquidation analysis; a corporate structure chart of Greektown
Casinos as of the Petition Date; pro forma financial projections
for the years 2009 through 2013; a reorganizational valuation
analysis; and historical financial results.  Full-text copies of
the Exhibits is available for free at
http://bankrupt.com/misc/GrktnDSExhibits.pdf

Subsequently, the Debtors sought and obtained a Court order
striking the Exhibits from the record, removing them from the
Court's PACER system, and allowing the Debtors to file
replacement Exhibits identical in all respects except redacting
the confidential information inadvertently disclosed in the
reorganization and valuation analysis to the Exhibits.  John J.
Stockdale, Jr., Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that confidential information was
erroneously included.  The Debtors delivered the revised Exhibits
without the confidential information to the Court on July 13,
2009.  Copies of the Amended Exhibits are available for free at:

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

A full-text copy of the Greektown Chapter 11 Plan is available
for free at http://bankrupt.com/misc/GrktwnReorgPlan.pdf

A full-text copy of the Greektown Disclosure Statement is
available for free at http://bankrupt.com/misc/GrktwnDS.pdf

                      Liquidation Analysis

The Debtors' Liquidation Analysis assumes conversion of the
Debtors' Chapter 11 cases to Chapter 7 liquidation proceedings on
August 31, 2009 and assumes a liquidation of all of the Debtors'
assets.  Two different approaches were used to estimate the
approximate liquidation range of value for the Debtors' assets:
(a) a forced sale analysis of the business as a going concern;
and (b) an asset-by-asset liquidation analysis.  The Debtors aver
that the forced sale as a going concern scenario would generate
greater liquidation proceeds.  However, the Debtors note that as
a result of regulatory issues, including the requirement that the
operator of a casino business in the State of Michigan be
licensed, it is possible that the casino would be closed and the
assets would be sold on a piecemeal basis.  The Debtors add hat
retention pay for professionals is estimated at $500,000 in the
asset-by-asset scenario and $1 million on the forced sale as a
going concern scenario.

The Debtors note that the estimated recoveries under a
liquidation proceeding are:

  A. The DIP facility is estimated to approximate $200 million
     as of August 31, 2009.  The forced sale as a going concern
     scenario estimates that the claims would be satisfied in
     full in a Chapter 7 liquidation, while the asset-by-asset
     scenario estimates that the claims would receive between
     35%-52% of their value in a Cbapter 7 liquidation.

  B. Administrative and priority claims are estimated to
     approximate $25 million to $28 million as of August 31,
     2009.  The claims include a contracted management success
     fee, postpetition accounts payable and accrued expenses,
     administrative claims, DIP facility exit fees, and
     estimated liabilities to taxing authorities.  The forced
     sale as a going concern scenario estimates that the claims
     would be satisfied in full in a Chapter 7 liquidation,
     while the asset-by-asset scenario estimates that there
     would be insufficient liquidation proceeds for any recovery
     related to the claims in a Chapter 7 liquidation.

  c. Prepetition secured debt is estimated to approximate $346
     million as of August 31, 2009.  The prepetition secured
     debt includes the revolving credit facility, term loans,
     letter of credit draws, swap agreement termination values,
     and accrued but unpaid adequate protection payments.  The
     forced sale scenario estimates that the claims would
     receive between 20-35% of their value in a Chapter 7
     liquidation, while the asset-by-asset scenario estimates
     that there would be insufficient liquidation proceeds for
     any recovery related to these claims in a Chapter 7
     liquidation.

  D. Both liquidation scenarios estimate that there would be
     insufficient liquidation proceeds for any recovery related
     to other classes of claims in a Chapter 7 liquidation.

The Debtors estimate that the value which would be generated by
selling the business as a going concern on a forced sale basis
would approximate $300 million to $350 million.

                        Valuation Analysis

Solely for purposes of the Plan, the analysis performed by Moelis
and Company indicates that the estimated reorganization value of
the Reorganized Debtors is within the hypothetical range of
$500 million to $580 million, with a mid-point estimate of
$540 million.

The Valuation Analysis is based on data and information available
to the Debtors and provided to Moelis as of June 30, 2009.

            Committee & MGCB Seek Hearing Adjournment

The Official Committee of Unsecured Creditors asked the Court to
adjourn the July 20, 2009 hearing on the Disclosure Statement to
a later date.  The Committee asserted that the Debtors violated
Rule 2002(b) of the Federal Rules of Bankruptcy Procedure by
filing a "woefully" incomplete Disclosure Statement, which
effectively denied the time period for the Committee and other
parties-in-interest to consider the Disclosure Statement and
complex financial information.

Joel D. Applebaum, Esq., at Clark Hill PLC, in Detroit, Michigan,
contends that parties-in-interest won't have adequate time for
review because the Debtors filed the Disclosure Statement
Exhibits on July 10, 2009.

The Committee's request is joined by the Michigan Gaming Control
Board.

The Debtors ask the Court to approve uniform solicitation,
notice, voting, and tabulation procedures for the Join Plan of
Reorganization proposed in their cases.

              Parties Object to Disclosure Statement

A. MI Gaming Control Board

The State of Michigan Gaming Control Board asks the Court to deny
approval of the Debtors' Disclosure Statement on the grounds that
it does not provide adequate information to parties-in-interest
as required by Section 1125 of the Bankruptcy Code.

Susan M. Cook, Esq., the MGCB's special assistant attorney
general, points out that the Disclosure Statement and Plan
incorrectly imply that the MGCB participated in negotiations with
respect to the Plan.  She says that the Disclosure Statement and
Plan was presented to the MGCB in roughly the form filed with the
Court, with very little discussion and no negotiation regarding
its terms.

"To date, the [MGCB] has not yet taken a position on the
acceptability of the Plan," Ms. Cook tells the Court.

The MGCB also objects to the language in the Plan which would
deem confirmation of the Plan to act as a consent on the part of
the MGCB to the Plan or in any way seek to limit the regulatory
authority of the MGCB to oversee the Debtors' operations
subsequent to a confirmation date, Ms. Cook notes.

The MGCB further objects to the language in the Plan, which
states that "to the extent a term in this Plan is ambiguous, the
Reorganized Debtors are authorized to interpret such term in
their sole discretion."  Ms. Cook argues that a free hand to
interpret the Plan provisions renders the terms of the Disclosure
Statement itself of questionable value.

In addition, Ms. Cook says that the Debtors described the
authority of the MGCB in ongoing regulation of the Debtors in
broad terms.  She asserts that:

  -- the language does not provide sufficient detail to be
     deemed adequate information with regard to the MGCB's
     authority and its oversight of the Debtors;

  -- the Disclosure Statement should outline the history and
     status of the gaming license;

  -- the Debtors should disclose that the MGCB requires annual
     renewal of the license and that the Debtors' license
     renewal process has been held in abeyance for over a year;
     and

  -- the Disclosure Statement should identify statutory issues,
     which the MGCB must consider in granting a renewal.

The Debtors should also disclose that they remain in violation of
certain financial covenants provided for in the 2005 order of the
MGCB, which approved a debt transaction, Ms. Cook says.  She adds
that in the interests of complete and accurate disclosure, the
continuing violations and their possible negative implications
for license renewal should be set forth in the Disclosure
Statement.

Furthermore, although the Debtors mention the matter, they do not
make it sufficiently clear that the MGCB continues to assert that
the bankruptcy stay is not a barrier to its continuation of a
sale transaction initiated in May 2008, Ms. Cook notes.  She
avers that to date, the MGCB has used its discretion to refrain
from exercising the authority.

B. Creditors Committee

On behalf of the Official Committee of Unsecured Creditors, Joel
D. Applebaum, Esq., at Clark Hill PLC, in Detroit, Michigan,
points out that the Joint Plan of Reorganization proposed by the
Debtors, the DIP Agent, and the Prepetition Agent apparently
assume that the Debtors' Prepetition Lenders are undersecured and
therefore, that Greektown Casino LLC's and Greektown Holdings'
unsecured creditors are not entitled to any distribution on
account of their unsecured claims and whatever distribution is
contemplated for Class 10 and Class 11 unsecured creditors is
essentially a gift.

The Disclosure Statement does not contain any financial
information with respect to the amount of the DIP Lenders' and
Prepetition Lenders' claims, the assumed value of the secured
lenders' collateral, financial projections for the Debtors'
future operations, or a liquidation analysis, Mr. Applebaum adds.

Because the Debtors have failed to provide any meaningful
financial information or current valuation information, creditors
are forced to guess at the Debtors' valuation assumptions and
thus, render the Disclosure Statement deficient, Mr. Applebaum
contends.

Current information is essential as the enterprise value of the
casino is rapidly increasing and the Committee is informed and
believes that the Prepetition Lenders are fully secured, Mr.
Applebaum argues.  He concludes that therefore, the Debtors'
treatment of unsecured creditors at the Greektown Casino and
Holdings levels are in violation of Section 1129 of the
Bankruptcy Code.

Even assuming that the Prepetition Lenders are undersecured, Mr.
Applebaum contends, the Plan improperly distributes the value of
the Debtors' gaming license -- a hugely valuable unencumbered
asset -- as well as the value of avoidance claims and other
equally unencumbered assets, for the exclusive benefit of the
Prepetition Lenders.  "Significant value must be attributed to
the Debtors' gaming license, one of only three gaming licenses
available within the City of Detroit, and the value must be
allocated among all of the Debtors' unsecured creditors," he
maintains.

The Disclosure Statement is utterly silent as to the value of the
gaming license or the Avoidance Claims, or how the value of the
unencumbered assets is being allocated, Mr. Applebaum points out.

Because the Disclosure Statement is entirely devoid of the
relevant financial information, the Disclosure Statement fails to
provide creditors with adequate information required by Section
1125 of the Bankruptcy Code and cannot be approved, Mr. Applebaum
asserts.  He adds that approval of the Disclosure Statement must
be denied where the Disclosure Statement summarizes a Plan that
is so "fatally flawed" that plan confirmation is impossible.

For these reasons, the Committee asks the Court to deny approval
of the Disclosure Statement.

C. Deutsche Bank

Deutsche Bank Trust Company Americas is the indenture trustee for
the senior notes due 2013 issued by Greektown Holdings and
Greektown Holdings II.  Deutsche Bank has asserted a claim for
$194 million, representing principal of $185 million plus
prepetition interest.  The Notes will receive no recovery under
the Debtors' proposed Chapter 11 Plan.

On behalf of Deutsche Bank Trust Company Americas, Alan Kolod,
Esq., at Moses & Singer LLP, in New York, relates that the
Debtors prepared financial projections, commissioned a valuation,
and undertook a sale process during the "bleakest financial
period since the Great Depression" and before their hotel and
casino were actually completed.  He notes that as of January 19,
2009, the Debtors' advisors valued their enterprise at
$375 million.

The initial valuation work was quickly rendered moot, however, as
the climate in the gaming industry began to improve and the
Debtors completed their hotel and casino and under new
professional management, the casino dramatically outperformed any
of the projections previously prepared by the Debtors and their
financial advisors.  It has become obvious to all observers that
the Debtors are currently capable of generating about
$100 million annually and that their enterprise value is
approaching $700 million, Mr. Kolod notes.

Yet, the Debtors filed their Plan based on the already superceded
valuation report of January 2009, which would wipe out all
creditors except the secured creditors, Mr. Kolod contends.  He
adds that subsequently, the Debtors filed new reports from their
financial advisors to justify the Plan, which now proposes a
valuation of only $540 million.

"It is apparent the new report was carefully designed to
understate the true reorganization value of the Debtors in order
to justify the wipe-out Plan filed six weeks earlier," Mr. Kolod
says.

Nevertheless, the new report still reflects an astounding 44%
increase in the Debtors' enterprise value in the six months since
the last valuation, Mr. Kolod points out.

Mr. Kolod asserts that the Debtors are rushing to confirm that
Plan because they know that with the passage of time the hugely-
improved financial performance of the casino and hotel will only
improve further, demonstrating just how absurdly low their
valuation of the casino is, and making confirmation of the wipe-
out Plan impossible.  He cites that in their rush to
confirmation, the Debtors filed a meaningless "placeholder"
disclosure statement that was devoid of any financial information
whatsoever so that they could schedule a July 20, 2009 disclosure
hearing.

While classes that were to be "wiped-out" were identified in the
Disclosure Statement, it was impossible to tell what recovery any
other class would receive under the Plan because the Plan made no
provision for any recoveries, Mr. Kolod argues.  He adds that the
Disclosure Statement failed even to disclose the amount of claims
within each class.

Accordingly, Deutsche Bank asks the Court to disapprove the
Disclosure Statement and require the Debtors to re-notice the
hearing on the required 25 days' notice if they intend to proceed
with respect to the entirely new plan and disclosure documents
filed on July 10, 2009.

                 Deutsche Bank Seeks Discovery

Deutsche Bank, in a separate filing and in connection with its
objection to the Disclosure Statement, asks the Court for
authority to conduct discovery with regard to these topics:

  -- who prepared the Plan;

  -- what information or valuation was the plan based on;

  -- how and with whom the Plan was negotiated;

  -- the amount of claims within each class in the proposed
     Plan;

  -- the Debtors' efforts to obtain exit financing;

  -- the Debtors' actual current financial performance;

  -- the financial projection of the Debtors' businesses,
     attached as Exhibit D to the Disclosure Statement;

  -- the Debtors' proffered valuation of their assets, attached
     as Exhibit E to the Disclosure Statement; and

  -- the good faith of the Debtors in filing the Plan and
     Disclosure Statement.

According to Mr. Kolod, the Debtors do not appear to have
obtained exit financing to repay their DIP Lenders and as a
result, the secured creditors who hold DIP claims are being given
veto power over any possible modification of the Plan.  He adds
that it also appears that the only constituency in the case with
whom the Debtors negotiated the Plan were the secured creditors
as the Debtors did not engage in negotiations with the Official
Committee of Unsecured Creditors, the Noteholders, Deutsche Bank,
their trade creditors, the City of Detroit or the Michigan
Gaming Control Board.

"Publically available information suggests that the limited
information provided in the Disclosure Statement is either
outright false or entirely misleading," Mr. Kolod says.

Deutsche Bank specifically seeks to conduct the proposed
discovery with regard to the Topics and depose:

  -- Clifford J. Vallier, the Debtors' Chief Financial Officer
     and Assistant Manager;

  -- D. Joe McCoy, a member of the Debtors' Board of Directors;

  -- Jacob Miklojcizk, a member of the Debtors' Board of
     Directors;

  -- Louis Glazier, a member of the Debtors' Board of
     Directors;

  -- Merrill Lynch, Pierce, Fenner & Smith Incorporated;

  -- Moelis & Company by Thane Carlson, Co-Head of
     Recapitalization and Restructuring Group, investment banker
     of the Debtors;

  -- The Fine Point Group by Randall Fine, Managing Director,
     Chief Executive Officer of the Debtors;

  -- Conway MacKenzie & Dunleavy by Charles Moore, financial
     advisor to the Debtors.

Deutsche Bank also seeks the production of certain documents from
the Directors, the Debtors, Moelis, Fine Point and CMD.

The Creditors Committee joins in the discovery request of
Deutsche Bank.

At the behest of Deutsche Bank, the Court is set to consider the
Discovery Request on an expedited basis on July 20, 2009.

                         Debtors Object

The Debtors relate that they do not dispute Deutsche Bank's
ultimate right to some form of discovery related to the
confirmation of the Plan.  However, the Debtors do strenuously
object to Deutsche Bank's attempt to link its requests for
discovery to the Debtors' Disclosure Statement.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, argues that the Request made by Deutsche Bank,
who is already deemed to reject the Plan, is a thinly veiled
attempt to significantly delay the hearing on the adequacy of the
Disclosure Statement, to the extreme prejudice of the Debtors and
all parties-in-interest in the Debtors' cases.

Deutsche Bank's objection to the Disclosure Statement, which the
Discovery Request simply repackages, disguises a variety of
objections to the "confirmability" of the Debtors' Plan as
purported objections to the adequacy of the Disclosure Statement,
Mr. Weiner asserts.

The lack of "good cause" for the Discovery Request is highlighted
by the fact that Deutsche Bank is not even a creditor in a voting
class under the Debtors' Plan, Mr. Weiner elaborates.

For these reasons, the Debtors ask the Court to deny Deutsche
Bank's Discovery Request.

D. City of Detroit

According to Cezar M. Froelich, Esq., at Shefsky & Froelich Ltd.,
in Chicago, Illinois, the City of Detroit opposes approval of the
Disclosure Statement because it fails to:

  (a) provide "adequate information," within the meaning of
      Section 1125(a)(1) of the Bankruptcy Code that would
      enable a hypothetical reasonable investor typical of
      holders of claims or interests of the relevant class to
      make an informed judgment about the plan; and

  (b) accurately describe and disclose the status of the
      Debtors' executory contract with the City or the
      "Development Agreement," its significance to the case, and
      the impact of the pending and future litigation on the
      Debtors.

Mr. Froelich tells the Court that the Disclosure Statement is
flawed because it fails to disclose the totality of the issues
surrounding the Development Agreement.  He explains that the
Disclosure Statement fails to accurately describe the Debtors'
current relationship with the City as contentious, adversarial,
and subject to ongoing and future litigation.

In addition, the Disclosure Statement fails to disclose the legal
and financial impacts of the Development Agreement as an assumed
contract and fails to provide transparency in the nature and
amount of administrative claims, the future management of the
Debtors, and the ability to confirm the Plan as proposed without
the consent of the City, Mr. Froelich relates.

"It is impossible for creditors to make an informed judgment
about the Plan without adequate disclosure concerning the
Development Agreement and Debtors' relationship with the
City," Mr. Froelich maintains.

For these reasons, the City asserts that the Court should not
approve the Disclosure Statement.

E. MFC Global

MFC Global Investment (U.S.) LLC, in its capacity as a holder or
beneficial owner of 10-3/4% Senior Notes due 2013 issued by
Greektown Holdings LLC and Greektown Holdings II, Inc., opposes
the approval of the Disclosure Statement for the Debtors' Joint
Plan of Reorganization.

On behalf of MFC, Craig P. Druehl, Esq., at Goodwin Procter LLP,
in New York, contends that the Disclosure Statement, as
originally filed, contained little to no material information
necessary for creditors to make an informed decision regarding
the Plan, which in any event is unconfirmable.

MFC Global acknowledges that 40 days after the initial filing of
the Disclosure Statement and just three days prior to the
extended objection deadline, the Plan Proponents filed exhibits
to the Disclosure Statement, including their valuation analysis
-- perhaps hoping that the lack of sufficient time to review the
Exhibits would prevent potential objectors from discovering
inadequacies in disclosure.  However, Mr. Druehl tells the Court,
even an expedited review of the Exhibits confirms that the
Disclosure Statement still does not provide adequate information
for creditors or the Court to make decisions regarding the Plan.

Section 1125(a) of the Bankruptcy Code defines "adequate
information" as "information of a kind, and in sufficient detail
that would enable a hypothetical investor typical of the holders
of clams of interests of the relevant class to make an informed
judgment about the plan."

Mr. Druehl says that the projections contained in the Exhibits
and the Disclosure Statement are substantially inconsistent with
the recent more optimistic statements of the Debtors' chief
executive officer at an investors conference as well as the
Debtors' recent operating results, both of which demonstrate that
the future earnings potential is significantly more positive than
the projections that the Debtors have filed.

"Neither the Disclosure Statement nor the Exhibits themselves
contain adequate information as to how these inconsistencies can
be reconciled," Mr. Druehl argues.

Thus, the hearing to consider the Disclosure Statement should be
adjourned and in any event, the Court should not approve the
Disclosure Statement, MFC maintains.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN CASINO: Proposes to Assume Detroit Casino Council CBA
---------------------------------------------------------------
In 2007, Greektown Holdings LLC and its affiliates entered into a
collective bargaining agreement with the Detroit Casino Council,
which is the exclusive bargaining representative for certain of
the Debtors' full and regular part-time employees.

The Collective Bargaining Agreement governs the relationship
between the Debtors and their employees.  The CBA's continued
existence is critical to the Debtors' ability to secure the
continued services of its workforce and to maintain normal
operations, Brendan G. Best, Esq., at Schafer and Weiner PLLC, in
Bloomfield Hills, Michigan, contends.

Recognizing the current economic challenges facing the Debtors,
parties to the Detroit Casino Council CBA entered into a
memorandum of understanding on June 1, 2009, to modify certain
terms and conditions of the CBA.  Among other things, the
Memorandum of Understanding permits the Debtors to defer wage
increases to certain employees due under the CBA, and establishes
a joint health care benefits committee responsible for exploring
cost saving measures to health care plans for employees.

Full-text copies of the CBA and the Memorandum of Understanding
are available for free at:

             http://bankrupt.com/misc/GrktwnCBA.pdf
             http://bankrupt.com/misc/GrktwnMOU.pdf

By this motion, the Debtors seek the Court's authority to assume
the Detroit Casino Control CBA, as modified by the Memorandum of
Understanding.

Mr. Best argues that assumption of the CBA allows the Debtors to
secure the continued benefits and services of its highly trained
workforce without delay or interruption, while also implementing
certain modifications to the CBA, which both parties have
recognized as being critical to the Debtors' efforts to
successfully reorganize.

"Assumption of the Collective Bargaining Agreement, as modified,
is not only essential to maintaining normal relations between the
Debtors and their employees, but also greatly enhances the value
of the Debtors' bankruptcy estate, as well as their profitability
and competitive ability, as a result of the modifications," Mr.
Best says.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREIF INC: Moody's Assigns 'Ba2' Rating on New Senior Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new senior
unsecured notes due 2019 and affirmed the Ba1 corporate family
rating of Greif, Inc.   The rating is in response to the company's
announcement on July 22, 2009, that it intends to issue
$250 million of senior unsecured notes due 2019.  The proceeds are
to be used to reduce revolver borrowings.  Moody's believes the
immediate transaction is credit neutral given the repayment of
outstanding indebtedness.

Moody's took these rating actions for Greif, Inc.:

-- Assigned $250 million senior unsecured notes due 2019, Ba2
    (LGD 5, 75%)

-- Affirmed $300 million senior unsecured notes due February
    2017, Ba2 (LGD 5, 75%) from (LGD 5, 83%)

-- Affirmed corporate family rating, Ba1

-- Affirmed probability of default rating, Ba1

-- Affirmed speculative grade liquidity rating, SGL-1

The rating outlook is stable.

The Ba1 Corporate Family Rating considers Greif's modest financial
leverage and comfortable interest coverage metrics.  The rating
benefits from the company's leading market position in global
industrial packaging and its geographic, customer and end market
diversity.  Greif holds an approximate 30% market share of the
global industrial packaging industry.  Its business operations are
closely embedded into many long-standing customer relationships.
The ratings also benefit from the company's robust liquidity
profile.

The ratings are constrained by Greif's inherent cyclicality,
acquisitiveness and free cash flow that is weak for the rating
category.  Moody's anticipates the company will benefit from the
extensive cost cutting actions it has undertaken and, eventually,
from an improvement in the economy.

Moody's last rating action on Greif occurred on January 22, 2007,
when Moody's upgraded the corporate family rating to Ba1 from Ba2.

Greif, Inc., headquartered in Delaware, Ohio, is a world leader in
industrial packaging products and services, including steel,
plastic, fibre, and corrugated and multi-wall containers for a
wide range of industries.  Greif also produces containerboard and
manages timber properties in North America.  In the LTM period
ending April 30, 2009, the company generated approximately
$3.3 billion in revenues and $138 million in net income.


GREIF INC: S&P Assigns 'BB+' Rating on $250 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' issue-level
rating to Greif Inc.'s (BB+/Stable/--) proposed $250 million
senior notes due 2019, which is the same as the corporate credit
rating on the company.  The recovery rating on this debt is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a default.  The company largely expects to use proceeds
from the offering to repay outstanding revolver borrowings.

The ratings on Delaware, Ohio-based Greif reflect the company's
intermediate financial risk profile, which more than offsets the
company's fair business risk profile.

The company has leading positions in cyclical, niche markets which
sell commodity-like products that can experience intense pricing
pressures.  Greif has defensible positions in the challenging
global industrial packaging sector and an improving cost
structure.  The company's industrial packaging and services
segment (which generates about 75% of operating profit) serves
mature and fragmented markets.  This segment benefits from Greif's
broad product portfolio and global distribution network, which
enable it to work with a diverse mix of large customers worldwide.
Greif's paper and packaging segment has high operating leverage,
making earnings vulnerable to declines in market demand.  In this
segment, Greif is a price taker, rather than a price leader, and
this can hurt profitability.

Total debt (adjusted for accounts receivables securitizations,
operating leases, and pensions) to capital was about 53% on
April 30, 2009, while funds from operations (FFO) to total debt
was about 29%. Standard & Poor's expects total debt to capital to
average about 45%, and FFO to total debt of about 25%.

The outlook is stable.  Standard & Poor's could take a negative
rating action if the company engages in large debt-financed
acquisition activity or if business performance materially
weakens.  If, for example, FFO to total debt fell and remained
below 20%, S&P could consider a negative rating action.  S&P could
revise the outlook to positive or raise the ratings if S&P's view
of the business risk profile improves, possibly through broadened
scale and scope of operations, and the company maintains an
intermediate financial risk profile, which would support credit
measures appropriate for a higher rating.

                           Ratings List

                            New Rating

                            Greif Inc.

            Senior
             US$250 mil. notes due 2019            BB+
             Recovery Rating                       4


GSI GROUP: S&P Changes Outlook to Negative; Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on GSI Group Inc. to negative from stable.  S&P also
affirmed all ratings on the company, including the 'B' long-term
corporate credit rating.

"The outlook revision on Assumption, Ill.-based GSI reflects a
weaker-than-expected operating performance that will stretch
credit measures further than S&P had anticipated," said Standard &
Poor's credit analyst Helena Song.  "We are also concerned with
declining headroom under its financial covenants, which may become
very limited when the covenant steps down in June 2010," she
continued.  Still, S&P expects GSI to generate positive cash flow,
and the company is well positioned if the market stabilizes.

The ratings on GSI reflect the company's highly leveraged
financial profile, which more than offsets its weak business risk
profile.  GSI is exposed to cyclical and competitive niche
agricultural equipment markets, and raw material cost volatility.
The company's leading position in its niche markets partially
offsets these factors.

S&P could lower the ratings if the likelihood of a covenant
violation increases or if the company fails to meet its financial
obligations.  S&P could revise the outlook to stable if the
company appears likely to maintain sufficient headroom under its
covenant and debt to EBITDA approaches the 5x-6x range.


HAWAII SUPERFERRY: Court Sets August 24 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware grants the
request of HSF Holding, Inc., and Hawaii Superferry, Inc., and
establishes August 24, 2009, at 5:00 p.m. (Eastern) as the last
day for creditors to file proofs of claim in the Chapter 11 cases.
The Court sets November 26, 2009, at 5:00 p.m. (Eastern) as the
governmental unit bar date.

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  When
the Debtors sought protection from their creditors, they listed
assets and debts both between $100 million and $500 million.


HEALTH NET: UnitedHealth Deal Won't Affect Fitch's Ratings
----------------------------------------------------------
Fitch Ratings current ratings for Health Net Inc. are unchanged
following this week's announcement that the company is selling its
northeast operations to UnitedHealth Group, Inc.

While Health Net's northeast business comprised approximately 8.9%
of its total membership as of March 31, 2009, the business was not
a primary source of growth or earnings for the company.  In
addition, the move had been widely expected for many months.
Health Net's management has previously indicated that it was also
seeking strategic alternatives for its Arizona business to include
a possible sale, but has announced that the business now presents
additional opportunity for the company and will remain part of
Health Net for the foreseeable future.

Monday's announcement follows a notice last week from the
Department of Defense indicating that Health Net's contract as the
Managed Care Support Contractor for the TRICARE North Region was
not being renewed.  TRICARE is a DOD program that provides health
insurance to active members of the U.S. military and their
families in partnership with private insurers.  Upon the
announcement, Fitch downgraded Health Net's Issuer Default Rating
(IDR) to 'BB-', its senior debt rating to 'B+', and the Insurer
Financial Strength ratings of its insurance subsidiaries to
'BBB-'.

A primary uncertainty related to the sale of the northeast
business involves Health Net's use of proceeds.  Factoring in the
loss of the TRICARE contract and assuming the sale is approved,
the company will be contracting significantly in the next 12-18
months.  Fitch believes that negative rating pressure could ease
should Health Net use some combination of its future earnings,
cash and proceeds from the sale to reduce its financial leverage
and strengthen the capitalization of its operating subsidiaries.

Fitch recognizes the potential for a material shift in the profile
of the health insurance and managed care sector driven by reform
efforts currently underway in Congress.  Fitch is closely
following these developments and their impact on the sector.

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


HIGHGATE ESTATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Highgate Estates, LLC
        7370 Hodgson Memorial Drive, Suite D-10
        Savannah, GA 31406

Bankruptcy Case No.: 09-41557

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake Jr., Esq.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  Email: jdrake7@bellsouth.net

Total Assets: $3,040,079

Total Debts: $2,327,198

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Louis C. Young Jr.


HILLSIDE BAPTIST CHURCH: Case Summary 1 Largest Unsec. Creditor
---------------------------------------------------------------
Debtor: Hillside Baptist Church, Inc.
        13080 Highway 49 North
        Gulfport, MS 39503

Bankruptcy Case No.: 09-51541

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Kimberly R. Lentz, Esq.
                  Lentz & Little, P.A.
                  PO Box 927
                  Gulfport, MS 39502
                  Tel: (228) 867-6050
                  Fax: (228) 867-6077
                  Email: lentzlittle@bellsouth.net

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

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

The Debtor identified Dr. Travis Anderson with debt claim for
$18,377 as its largest unsecured creditor. A list of the Company's
largest unsecured creditor is available for free at:

          http://bankrupt.com/misc/mssb09-51541.pdf

The petition was signed by Dr. Travis Anderson, president of the
Company.


HITCHIN POST: Files for Ch 11 Bankruptcy; Blames Economic Downturn
------------------------------------------------------------------
Hitchin Post Steak Co. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Kansas.

Dan Margolies at The Kansas City Star reports that Hitchin Post is
blaming the economic downturn for its collapse.

Hitchin Post, The Kansas City Star relates, listed Tyson Foods
Inc. as its largest unsecured creditor, holding a $549,350 claim.

According to court documents, Hitchin Post and its affiliate HP
Distribution LLP, which also filed for Chapter 11 protection, said
that they had arranged for post-bankruptcy funding of $1.2 million
from Transportation Alliance Bank and Transportation Alliance
Leasing.

Hitchin Post Steak Co. is a decade-old meat processor based in
Kansas City, Kansas.


HJ HEINZ: Moody's Affirms Ba1 Preferred Stock Rating
----------------------------------------------------
Moody's Investors Service assigned a Baa2 rating to thirty-year
senior unsecured notes being offered by H.J. Heinz Company under
Rule 144A of the Securities Act.  Moody's also affirmed the
existing Baa2 long term debt rating, Ba1 preferred stock rating,
and Prime-2 short term debt rating of Heinz and its subsidiaries.
The rating outlook is stable.

The Notes are being issued in two stages as part of a planned debt
exchange offer for any and all of the outstanding $800 million
15.59% Dealer Remarketable Securities notes due December 1, 2020.
In an initial stage, Heinz intends to issue $250 million of the
Notes, and use the proceeds to fund the cash portion of the
anticipated debt exchange offer.  Shortly thereafter, assuming the
initial offering is successfully placed, Heinz will launch the
Exchange Offer.

As a result of the proposed transactions, total net debt is
expected to increase by up to $300 million, depending on the
amount of the DRS that are exchanged; however, the ratings will
not be affected.

"The resulting modest increase in debt in effect represents a tax
deductible upfront payment of interest due on the DRS notes; thus,
the overall credit profile is unchanged.," said Moody's senior
analyst Brian Weddington.

Ratings assigned:

H.J. Heinz Finance Company

  -- Senior unsecured notes due 2039 at Baa2 under full guarantee
     of H.J. Heinz Company

Ratings affirmed:

H.J. Heinz Company

  -- Senior unsecured debt at Baa2

H.J. Heinz Finance Company

  -- Senior unsecured debt at Baa2 under full guarantee of H.J.
     Heinz Company

  -- Preferred stock at Ba1

H.J. Heinz Finance UK PLC

  -- Senior unsecured debt at Baa2 under full guarantee of H.J.
     Heinz Company

H.J. Heinz Company

  -- Short term debt at Prime-2

H.J. Heinz Finance Company

  -- Short term debt at Prime-2 under full guarantee of H.J. Heinz
     Company

H.J. Heinz B.V.

  -- Short term debt at Prime-2 under full guarantee of H.J. Heinz
     Company

H.J. Heinz Finance UK PLC

  -- Short term debt at Prime-2 under full guarantee of H.J. Heinz
     Company

H.J. Heinz Company of Canada Limited

  -- Short term debt at Prime-2 under full guarantee of H.J. Heinz
     Company

Founded in 1869, H. J. Heinz Company is a leading marketer and
producer of branded foods in ketchup, condiments, sauces, meals,
soups, seafood, snacks, and infant foods.  Key brands include
Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods,
Ore-Ida(R) French Fries and roasted potatoes, Boston Market(R) and
Smart Ones(R) meals and Plasmon(R) baby food.  Heinz's 50
companies have number-one or number-two brands in 200 countries.
H.J. Heinz Company is located in Pittsburgh, Pennsylvania.

The last rating action on Heinz occurred on July 10, 2008, when
Moody's assigned a Baa2 rating to $500 million of five-year senior
unsecured notes issued by H.J. Heinz Company and a Ba1 rating to
$350 million of series B cumulative preferred stock issued by H.J.
Heinz Finance Company, and affirmed the other ratings of Heinz and
its subsidiaries.


HOMEWORKS INTERIORS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: HomeWorks Interiors, LLC
            fka HomeWorks I, LLC
            fka HOmeWorks St. Louis, LLC
            fka Premier Kitchens & Baths II, LLC
        13861 Manchester
        Town & Country, MO 63011

Bankruptcy Case No.: 09-47008

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: A. Thomas DeWoskin, Esq.
            Danna McKitrick, PC
            7701 Forsyth, Suite 800
            St. Louis, MO 63105
            Tel: (314) 726-1000
            Email: edmoecf@dmfirm.com

Total Assets: $22,050

Total Debts: $2,292,754

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/moeb09-47008.pdf

The petition was signed by John Huhn, managing member of the
Company.


HYDROGENICS CORP: Terminates APC Manufacturing and Supply Deal
--------------------------------------------------------------
Hydrogenics Corporation has formally notified American Power
Conversion Corporation of the termination of the parties'
manufacturing and supply agreement dated August 9, 2006.

The Supply Agreement provided that APC would purchase up to 500
HyPM(R) XR 12 kW Fuel Cell Power Modules from Hydrogenics for
integration into APC's NCPI solutions, specifically its
InfraStruXure(R) architecture, over a three year period, subject
to the terms of the Supply Agreement.  In the notice of
termination, Hydrogenics has requested a termination payment of
approximately US$2.1 million by APC, as determined by a formula in
the Supply Agreement based on the number of products for which APC
has issued orders and paid for under the Supply Agreement.

"We remain committed to working with APC towards an amicable
resolution of APC's obligations under the Supply Agreement," said
Daryl Wilson, President and Chief Executive Officer of
Hydrogenics.  "We strongly believe that despite the termination of
the Supply Agreement, our independent efforts over the past three
years have resulted in the development of significant expertise
and know-how, which will allow us to build upon and benefit other
fuel cell products, applications and solutions."

As reported by the Troubled Company Reporter on July 10, 2009,
Hydrogenics said in a filing with the Securities and Exchange
Commission that its ability to continue as a going concern is
dependent on the successful execution of the Company's business
plan.  The Company's ability to continue as a going concern is
dependent on the successful execution of its business plan which
involves: (i) securing additional financing to fund its
operations; (ii) advancing product designs for efficiency,
durability, cost reduction and entry into complimentary markets;
(iii) increasing market penetration and sales; (iv) actively
managing its liquidity; and (v) retaining and engaging staff.  At
present, the success of these initiatives cannot be assured due to
the material uncertainties attributed to the Company's ability to
obtain financing and meet its revenue targets.

                   About Hydrogenics Corporation

Based in Mississauga, Ontario, Canada, Hydrogenics Corporation --
http://www.hydrogenics.com/-- is a developer and provider of
hydrogen generation and fuel cell products and services, serving
the growing industrial and clean energy markets of today and
tomorrow.  Hydrogenics has operations in North America and Europe.


IL LUGANO: Plan Solicitation Period Extended to September 16
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut has
extended IL Lugano, LLC's exclusive period to obtain acceptances
of a plan of reorganization through and including September 16,
2009.

Iin its motion, Il Lugano said that it is current in the payment
of its postpetition obligations and the short extension of its
exclusive period to solicit acceptances of its Chapter 11 plan
will not prejudice the interests of creditors.

As reported in the TCR on April 13, 2009, Il Lugano, LLC, filed
with the Bankruptcy Court a Plan of Reorganization under Chapter
11 of the Bankruptcy Code.  Il Lugano still has to file a
disclosure statement explaining its Plan.  Approval of the
adequacy of the information in the disclosure statement is
necessary before the debtor could commence solicitation of votes,
and then seek confirmation of, the Plan.

Under the Plan, SC Vegas' secured claim will be paid 100% of its
allowed claim in cash within 30 days after the later of (a) the
closing on a sale of the collateral securing its claim or (b) the
allowance date with respect to said claim.

Allowed general unsecured claims will receive payment in cash
within 30 days after the later of (a) the closing on a sale of the
collateral that secures SC Vegas' secured claim or (b) the
allowance date with respect to an allowed general unsecured claim.
Payment will include interest at the Case Interest Rate from the
Petition Date through the date such Allowed general unsecured
claim is paid in full.

Holders of Interests in the Debtor will retain their interests in
the Debtor from and after the Plan's Effective Date.

Funding for the distributions to be made under the Plan will be
sourced from the operations of the Debtor, the net proceeds from
the sale of the Debtor's assets, and any cash generated or
received by the Debtor after the Plan's Effective Date.  Between
the Plan's Effective Date and the liquidation of the Debtor's
assets, funding for the Debtor's operating and capital costs and
expenses will continue to be provided by SC Finance and SageCrest
Holdings Limited in proportion to their respective economic
interests in the Debtor.

A full-text copy of the Chapter 11 Plan:

          http://bankrupt.com/misc/IlLugano.Ch.11Plan.pdf

Based in Fort Lauderdale, Florida, IL Lugano, LLC is the owner of
a 4-star, boutique-style, luxury condominium-hotel property
located in Fort Lauderdale, Florida, which opened to the public on
January 16, 2008.  The Debtor is a wholly owned subsidiary of
SageCrest Vegas LLC, which is a wholly owned subsidiary of
SageCrest II LLC.  On August 17, 2008, SageCrest II, LLC and
SageCrest Holdings Limited each filed a voluntary petition for
Chapter 11 protection (Bankr. D. Conn. Lead Case No. 08-50754).

The hotel portion of the property has 105 rooms and the
condominium portion of the property has approximately 23
condominium units.  Since the Petition Date, IL Lugano has
completed construction of an upscale Todd English restaurant,
which opened to the public on November 17, 2008, and is expected
to generate substantial additional revenue.  The Company filed for
Chapter 11 protection on August 29, 2008 (Bankr. D. Conn. Case No.
08-50811).  Douglas J. Buncher, Esq., at Neligan Foley LLP, and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of between $50 million and $100
million and debts of between $1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
September 2, 2008, and to allow adequate time for completion of
the restaurant and sale of the property.


INDALEX HOLDINGS: Wants Until October 16 to File Chapter 11 Plan
----------------------------------------------------------------
Indalex Holdings Finance Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

   -- file a Chapter 11 plan until October 16, 2009; and

   -- solicit acceptances of that plan until December 15, 2009.

The Debtors tell the Court that the initial exclusive periods
prove to be an unrealistic time frame to file and solicit
acceptances of a meaningful Chapter 11 plan that might garner
support from parties-in-interest.

A hearing is set for Aug. 5, 2009, at 2:00 p.m., to consider the
Debtors' request.  Objections, if any, are due July 29, at 4:00
p.m.

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

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

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


INTEGRA TELECOM: Reduces Overall Debt by More than Half
-------------------------------------------------------
Integra Telecom Inc. reached an agreement with requisite
majorities in its three primary lender groups to effect a full
restructuring of the Company's balance sheet.  According to the
agreement, all of Integra's senior secured second lien operating
company debt and unsecured parent company debt will be converted
into common equity.  As a result, the Company's overall debt will
be reduced from almost $1.3 billion to approximately $600 million.

This new debt level translates to 2.7 times Integra's 2008
operating EBITDA (earnings before interest, taxes, depreciation
and amortization) of $225 million.  Additionally, Integra will
welcome Goldman, Sachs & Co., Tennenbaum Capital Partners, and
funds managed by Farallon Capital Management LLC as major new
shareholders.  These shareholders join Warburg Pincus alongside
other Integra investors.

"This agreement strengthens our business by increasing our equity
base while reducing our total debt burden by more than half,
thereby better aligning our balance sheet with the needs of our
business and enabling us to continue to focus on our customers,"
said Dudley Slater, CEO of Integra Telecom.  "We are confident
that this agreement will position Integra to be an even stronger,
more profitable company moving forward."

Integra initiated negotiations with its lenders earlier this year
to better align the terms of its loans with the economy and the
company's business strategy.  Integra is the largest local
exchange carrier based in the Western U.S., generates the highest
levels of operating cash flow, and is recognized for its industry-
leading, locally staffed customer service.  The agreement focuses
solely on the restructuring of the company's balance sheet, and
the management team anticipates no impact on the company's
workforce or ongoing operations.

"We have been investors in Integra, and the competitive
telecommunications industry, for many years.  Integra stands out
as one of the top performing companies in this industry, and we
are pleased to support this transaction which creates a stronger
balance sheet better suited to the current economic environment,"
said Michael Leitner, Managing Partner, Tennenbaum Capital
Partners.  "Along with all the new shareholders, we share a
conviction to grow and establish Integra Telecom as the premier
competitive telecom provider in the Western U.S."

"Despite the recession, Integra has remained an operating-free-
cash-flow-positive company and this restructuring positions
Integra as one of the highest operating-free-cash-flow producing
companies in its industry and adds to their competitive advantage,
leaving them with what will now be one of the lowest levels of
debt among their peers," said Carlyn Taylor, Senior Managing
Director of FTI Capital Advisors, who advised the company in the
restructuring process.

"Our strengthened balance sheet allows us to focus on our core
business objectives: focusing on our customers, investing in our
network and supporting innovative new products.  This agreement
ensures our continued ability to invest cash profits back into our
network and services for the long-term benefit of our customers,"
said Slater.  "Integra closed the first half of 2009 recording two
of the company's best months in its history, as measured by our
new account acquisitions, and we look forward to continuing that
momentum in the months and years ahead."

The restructuring transaction is conditional on state and federal
regulatory approvals.  The Company will also be conducting a full
vote solicitation of smaller holders of the company's debt, who
are expected to support the transaction.  Integra anticipates the
transaction to be completed by the end of the year.

                      About Integra Telecom

Integra Telecom Inc. -- http://www.integratelecom.com/-- provides
voice, data and Internet communications to thousands of business
and carrier customers in 11 Western states, including: Arizona,
California, Colorado, Idaho, Minnesota, Montana, Nevada, North
Dakota, Oregon, Utah, and Washington.  The Company owns and
operates a best-in-class fiber-optic network comprised of
metropolitan access networks, a nationally acclaimed tier one
Internet and data network, and a 4,700-mile high-speed long haul
network.  The Company has earned some of the highest customer
loyalty and customer satisfaction ratings in the
telecommunications industry.  Integra Telecom and Electric
Lightwave are registered trademarks of Integra Telecom Inc.


JACK HICKS STEEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jack Hicks Steel Fabrication & Erection, Inc.
        PO Box 669
        Plant City, FL 33564

Bankruptcy Case No.: 09-15775

Chapter 11 Petition Date: July 22, 2009

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

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
            115 N. MacDill Avenue
            Tampa, FL 33609-1521
            Tel: (813) 877-4669
            Fax: (813) 877-5543
            Email: Buddy@tampaesq.com

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

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

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

         http://bankrupt.com/misc/flmb09-15775.pdf

The petition was signed by Diane E. Hicks, president of the
Company.


JAMES STEPHENS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Tom Daykin at the Journal Sentinel reports that James C. Stephens
has filed for Chapter bankruptcy protection.

According to court documents, Mr. Stephens' listed $10 million to
$50 million in assets and $10 million to $50 million in debts.
DJDL Holdings LLC is Mr. Stephens' largest unsecured creditor
holding a $200,000 claim.

James C. Stephens is Milwaukee apartment and condominium developer
in Cassidy Realty.


JEFFERSON COUNTY: Moody's Affirms 'Caa3' Rating on $3.2 Bil. Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Caa3 rating and
negative outlook on Jefferson County's (Alabama) outstanding
$3.2 billion sewer revenue bonds.  Moody's underlying Caa3 rating
reflects the likelihood of eventual repayment by the county of
principal, irrespective of outside enhancement through bond
insurance.  It does not reflect the claims paying ability of
Syncora, which is rated Ca and failed to fulfill its obligation to
make a July 1 Bank Bond principal payment.

Under the legal provisions in the Trust Indenture, the county's
nonpayment of Bank Bond principal, which initially began
amortizing on April 1, 2008, constituted an Event of Default, at
which point the Trustee could have accelerated all outstanding
principal on parity debt, including all fixed and Auction Rate
debt, as well as Variable Rate Demand Obligations that are
currently held by the liquidity banks.  When the insurers, Syncora
and FGIC, made the payments of Bank Bond principal on behalf of
the county at that time, the insurers subrogated, or assumed, the
rights of bondholders.  While Moody's believes the insurers have
the right to demand all debt be immediately due and payable, they
have not exercised that right as negotiations with the county and
the liquidity providers have continued.  According to the Trust
Indenture, due to Syncora's missed payment on July 1, the insurer
has relinquished its rights as bondholder.  Moody's believes one
possible result of this action could be immediate acceleration of
principal by bondholders or the remaining insurers, although no
such action has occurred yet.  Despite the enhanced possibility of
acceleration of at least a portion of the county's total sewer
debt outstanding, and although Moody's continues to believe that
some eventual loss to bondholders remains a possibility, the
likelihood or magnitude of eventual recovery by bondholders has
not changed appreciably due to Syncora's missed debt payment.

Moody's will continue to monitor the ongoing negotiations and
actions by involved parties to determine if there is a change in
credit quality that would require a rating adjustment.  The
negative outlook reflects Moody's belief that the county continues
to face significant challenges in solving the sewer system's
financial crisis in a way that limits losses to bondholders.

Moody's also notes that the county has announced that it plans to
furlough as many as 1,200 of its employees beginning August 1 in
response to a severe cash crisis in the wake of the loss of the
county's ability to levy an occupational and business license tax,
which was struck down by a circuit court judge in January as
unconstitutional.  The tax generates approximately $75 million in
annual revenues.  The county has outlined a six-week timeframe for
the furlough and continues to await a reinstitution of the tax by
the state legislature or by the state Supreme Court.  Moody's Caa1
rating and negative outlook reflect the county's continued severe
financial stress and default on general obligation bank bond
principal payments in September of last year.  Moody's will
continue assess the county's near- and long-term financial
condition and may take further rating action on the general
obligation and other, non-sewer revenue ratings when appropriate.

The county's sewer revenue debt was last rated on April 28, 2009,
when the Caa3 rating was confirmed, removed from Watchlist for a
downgrade and the outlook revised to negative.


KB TOYS: Bids for IP Assets Due Aug. 4; No Stalking Horse Bidder
----------------------------------------------------------------
Streambank, LLC said a bid deadline and auction date have been
finalized for the sale of the intellectual property assets of KB
Toys, Inc.  Bids may be entered until 4:00 p.m., Tuesday, August
4.  The auction will commence Thursday, August 6 at 10:00 a.m. The
US Bankruptcy Court for the District of Delaware approved KB's
sale procedures at a hearing on July 17.

The KB Toys assets for sale include 15 registered trademarks,
among them KB Toys, Toy Works and Toy Liquidators.  More than 65
URLs are also available including http://www.kbtoys.com/ In
addition to private label and licensing, the assets offer a wide
variety of opportunities including franchising, seasonal store or
specialty store, e-commerce, and 'store within a store'
distribution.

"Given the wide recognition of the KB Toys name, the company's
intellectual property offers a wealth of opportunities," said Gabe
Fried, Managing Member and Founder, Streambank, LLC. "Streambank
is in contact with numerous firms with varying levels of interest.
We anticipate a very productive auction."

No stalking horse bidder has been established, according to Mr.
Fried.  Interested parties may contact Streambank at 781.444.4940
to receive a copy of the Asset Purchase Agreement, or request
additional information about the assets for sale.

Streambank was retained in May to undertake the marketing and
sales efforts for the KB Toys IP portfolio.

Streambank -- http://www.streambankllc.com/-- is an intellectual
property consulting firm, specializing in the valuation, sales and
marketing of intangible assets.  Serving healthy and distressed
businesses, Streambank identifies, preserves, and extracts value
for clients through the application of experience, diligence and
creativity.  The firm's experience spans a broad range of
industries including apparel, automotive, consumer products, food,
manufacturing, medical technologies, retail and textiles.
Streambank is headquartered in Needham, MA.

Once one of the nation's largest and oldest toy retailers, KB Toys
filed voluntary Chapter 11 bankruptcy petitions in December 2008,
citing tightening credit markets and a sudden and steep decline in
consumer sales. In connection with the filing, KB Toys announced
it would close all of its approximately 460 remaining stores, and
attempt to locate a buyer for its wholesale distribution unit.


KERRY ANTHONY DARDEN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Kerry Anthony Darden
               Rhonda Charise Darden
               6955 Lost River Place
               Hughesville, MD 20637

Bankruptcy Case No.: 09-23420

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtors' Counsel: Diana L. Klein, Esq.
                  Preller, Fastow & Klein, LLC
                  2450 Riva Road
                  Annapolis, MD 21401
                  Tel: (410) 573-1611
                  Fax: (410) 573-1615
                  Email: klein-tp@hotmail.com

                  Steven B. Preller, Esq.
                  Torese, Preller & Dukes, LLC
                  2450 Riva Road
                  Annapolis, MD 21401
                  Tel: (410) 573-1611
                  Fax: (410) 573-1036
                  Email: klein-tp@hotmail.com

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

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

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

     http://bankrupt.com/misc/mdb09-23420.pdf

The petition was signed by the Joint Debtors.


LANDAMERICA FIN'L: Plan Filing Deadline Moved to September 15
-------------------------------------------------------------
Landamerica Financial Group Inc. and its affiliates, pursuant to
Section 1121(d) of the Bankruptcy Code, sought and obtained an
order from the Court extending the period within which Debtors
LandAmerica Financial Group, Inc., LandAmerica 1031 Exchange
Services, Inc., LandAmerica Title Company, Southland Title
Corporation, Southland Title of Orange County, and Southland Title
of San Diego have the exclusive right:

  (a) to file a Chapter 11 plan or plans, through and including
      September 15, 2009; and

  (b) to solicit acceptances that plan or plans, through and
      including November 15, 2009.

According to the Debtors, despite the tremendous progress that
they have made as a result of their concentrated efforts with the
Creditors Committees, their estates remain in an extremely
fragile state.

The Debtors related that as negotiations are still underway, it
is critical that only one plan of liquidation that encompasses
all agreed upon terms be proposed and that they remain at the
helm to steer their estates through the plan, solicitation and
confirmation process.

The Debtors argued that if multiple competing plans are
permitted, much of the success reached by the parties in their
negotiations and their long-standing efforts to reach consensual
resolutions could very well be squandered.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: LAC Wants Plan Filing Deadline Moved to Nov. 3
-----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the commencement of a Chapter 11 case
during which only a debtor may file a plan of reorganization.  If
that debtor files a plan within the 120-day period, Section
1121(c)(3) extends the exclusivity period to 180 days after the
commencement of a chapter 11 case to permit the debtor to garner
support for that plan.  Section 1121(d) permits a court to extend
a debtor's exclusive periods upon a demonstration of cause
subject to certain limitations.

By this motion, Debtor LandAmerica Assessment Corporation sought
and obtained from the Court an order extending the time within
which it has the exclusive right:

  (a) to file a chapter 11 plan by 120 days, through and
      including November 3, 2009; and

  (b) to solicit acceptances of that plan, through and including
      December 31, 2009.

LAC avers that it commenced its Chapter 11 case only five months
ago and that terminating its Exclusive Periods could adversely
impact its bankruptcy proceeding.


                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Deadline to Remove Actions Moved to Oct. 27
--------------------------------------------------------------
Debtors LandAmerica Financial Group, Inc., LandAmerica 1031
Exchange Services, Inc., LandAmerica Title Company, and Southland
Title Corporation, Southland Title of Orange County, and
Southland Title of San Diego sought and obtained from the Court
an order extending time within which they may remove actions,
pursuant to Section 1452 of the Judiciary and Judicial Procedure
and Rules 9006 and 9027 of the Federal Rules of Bankruptcy
Procedure, through and including October 27, 2009.
The Debtors conclude that the extension will provide them with
sufficient time to make fully informed decisions concerning the
removal of certain actions to ensure that their valuable rights
granted by Section 1452 can be exercised in an appropriate
manner.

The Debtors aver that the rights of parties to the Actions will
not be prejudiced by the extension.  Inasmuch as Section 362(a)
of the Bankruptcy Code automatically stays actions against the
Debtors, the Actions will not proceed in their respective courts
even without the relief requested.  Moreover, the Debtors
maintain, if they ultimately seek to remove Actions pursuant to
Bankruptcy Rule 9027, parties to the Actions will retain their
rights to have the Actions remanded pursuant to Section 1452(b).


                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Title, Et Al.'s Motion to Set Bar Date
---------------------------------------------------------
At the behest of Debtors LandAmerica Title Company, Southland
Title Corporation, Southland Title of Orange County, and
Southland Title of San Diego, the Court established:

  (a) July 20, 2009, as the date within which the Debtors'
     creditors may file proofs of claim;

  (b) September 23, 2009, as the date within which all
      governmental units asserting claims against LandAm Title
      may file their proofs of claims; and

  (c) September 28, 2009, as the date within which all
      governmental units asserting claims against the Southland
      Entities may file their proofs of claims.

Proofs of claim must conform substantially to Form No. 10 of the
Official Bankruptcy Forms.  Proofs of claim may be filed at these
addresses:

  * If Delivered by Mail:

       LandAmerica Title Company, Southland Title Corporation,
        Southland Title of Orange County, and Southland Title
        of San Diego Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       FDR Station, P.O. Box 5285
       New York, NY 10150-5285

  * If Delivered by Overnight or Hand Delivery:

       LandAmerica Title Company, Southland Title Corporation,
        Southland Title of Orange County, and Southland Title
        of San Diego Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       757 Third Avenue, 3rd Floor
       New York, NY 10017

The Claims Processing Center will not accept Proofs of Claim sent
by facsimile, telecopy, or electronic mail transmission.

Proofs of claim will be deemed filed only when actually received
by the Claims Processing Center on or before the applicable Bar
Date.

Proofs of claim must (i) be signed, (ii) include supporting
documentation or an explanation as to why documentation is not
available, (iii) be in the English language, and (iv) be
denominated in United States currency.  Proofs of claim must also
specify the name and case number of the relevant Bar Date Debtor.

These persons or entities are not required to file proofs of
claim with respect to their prepetition claims:

  (a) Any person or entity that has already properly filed, with
      the Clerk of the United States Bankruptcy Court for the
      Eastern District of Virginia or Epiq Bankruptcy Solutions,
      LLC, a proof of claim against the correct Bar Date Debtor
      utilizing a claim form that substantially conforms to
      Official Form No. 10.

  (b) Any person or entity (i) whose claim is set forth on the
      Bankruptcy Schedules, (ii) whose claim is not described as
      "disputed," "contingent," or "unliquidated," and (iii) who
      does not dispute the amount or type of the claim for the
      person or entity as set forth on the Bankruptcy Schedules.

  (c) Claims allowed by order of the Court entered on or before
      the applicable Bar Date.

  (d) Claims that have been paid by a Bar Date Debtor.

  (e) Claims of any Debtor against a Bar Date Debtor.

  (f) Claims allowable under Sections 503(b) and 507(a) of the
      Bankruptcy Code as an administrative expense.

  (g) Claims by a current officer or director of a Bar Date
      Debtor but only to the extent the claim is solely for
      indemnification or reimbursement against the Bar Date
      Debtor; provided further that any current officer or
      director of a Bar Date Debtor who wishes to assert a claim
      that is not for indemnification or reimbursement must file
      proof of claim on or prior to the General Bar Date.

Any claim arising solely from, or as a consequence of, the
rejection of an unexpired lease or executory contract of a Bar
Date Debtor will be filed by the later of (a) 20 days following
the date of any order of the Court authorizing the Bar Date
Debtor to reject the unexpired lease or executory contract; (b)
the date set by any other order of the Court; and (c) the General
Bar Date, or, if applicable, the Governmental Unit Bar Date.  All
other claims with respect to a lease or contract are required to
be filed on or before the applicable Bar Date.


                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: U.S. Trustee Appoints 1031's Creditors Panel
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee for Region 4 adds two more members to the Official
Committee of Unsecured Creditors of LandAmerica 1031 Exchange
Services, Inc.

The Committee now consists of:

  (1) Millmar Holdings, LLC
      Attn: John C. Miller
      909 Hockett Road
      Manakin-Sabot, VA 23103
      Tel No.: 804-784-4799
      Fax No.: 804-784-4371
      Email: jmiller-1@comcast.net
             Jmiller@millmarhomes.com

  (2) Endless Ocean, LLC
      Attn: Richard F. Giacomo
      2 Bonnie Briar Lane
      Larchmont, NY 10538
      Tel No.: 914-633-3303
      Email: rg@lrccapital.com

  (3) MB Venture, Ltd.
      Attn: Jay Miller and Howard Miller
      P.O. Box 46468
      St. Petersburg, FL 33741
      Tel No.: 727-820-3958
      Fax No.: 727-820-3959
      Email: hmiller@trenam.com

  (4) Amarillo Tower Limited
      Attn: David L. Long
      5475 G Street
      Chino, CA 91710
      Tel No.: 909-628-5531
      Fax No.: 909-628-0970
      Email: david@dllong.com

  (5) Petaluma Southpoint, LLC
      Attn: Kenneth C. Martin
      P.O. Box 11218
      Santa Rosa, CA 95406
      Tel No.: 707-494-3849
               707-578-1125 ext. 29
      Fax No.: 707-578-4124
      Email: kmartin185@aol.com

  (6) The Mary and Fred Piro 1987 Trust
      Attn: Fred Piro
      9851 La Tuna Canyon Road
      Sun Valley, CA 91352
      Tel No.: 818-438-3944
      Email: itsmetoyouok@yahoo.com

  (7) Gregory D. Schultz
      875 14th Street
      Boulder, CO 80302-7619
      Tel No.: 303-956-2323
      Fax No.: 800-876-9620
      Email: gregs@mapletonre.com

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDSOURCE COMMUNITIES: Court's Formal Order Confirming Plan
------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware confirmed the Second Amended Plan of
Reorganization proposed by Barclays Bank PLC, as plan proponent,
for LandSource Communities Development LLC and its debtor
affiliates on July 20, 2009.

Pursuant to the Confirmed Plan, LandSource will emerge from
bankruptcy as a reorganized company called Newhall Land
Development, LLC.  The confirmation clears the way for the
reorganized company to emerge from Chapter 11 with more than
$90 million in cash and free of debt, Lennar Corporation related
in a public statement.

As part of the Confirmed Plan, Lennar will invest approximately
$140 million in exchange for a 15 percent equity stake in the
reorganized Newhall, the settlement and the release of all claims
that might have been asserted against Lennar, and ownership of
the equity in several projects that were formerly owned by
LandSource.

Upon review, Judge Carey held that the LandSource Plan complied
with the confirmation requirements pursuant to Section 1129(a) of
the Bankruptcy Code:

(1) The Plan complies with Section 1129(a)(1) because:

    -- The Plan complies with the classification requirements of
       Sections 1122 and 1123(a)(i) of the Bankruptcy Code
       because all Claims within a particular class are
       substantially similar to the other Claims or Interests in
       that class or are part of a class approved as reasonable
       and necessary for administrative convenience.

    -- The Plan complies with the requirements set forth in
       Section 1123(a)(1)-(7) of the Bankruptcy Code.

(2) The Plan satisfies Section 1129(a)(2) because the Plan
     Proponent has complied with the applicable provisions of
     the Bankruptcy Code.

(3) The Plan complies with Section 1129(a)(3) because the Plan
     was proposed with the legitimate and honest purpose of
     maximizing the value of the Debtors' estates and to
     effectuate a successful reorganization of the Debtors.

(4) The Plan complies with Section 1129(a)(4) because payments
     made or to be made by the Debtors to professionals for
     services or costs and expenses incurred have been approved
     by, or are subject to the approval of, the Bankruptcy Court.

(5) The Plan complies with Section 1129(a)(5) because the
     identity and affiliations of the persons proposed to serve
     as initial managers of the Reorganized Debtors after
     confirmation of the Plan have been fully disclosed in the
     Plan Supplement.

(6) Section 1129(a)(6) is satisfied as the Plan does not provide
     for any change in rates over which a governmental
     governmental regulatory commission has jurisdiction.

(7) The Plan complies with the requirements of Section
     1129(a)(7) because the liquidation analyses provided in
     the Disclosure Statement (a) are persuasive and credible,
     (b) have not been controverted by other evidence, and (c)
     establish that each Holder of an Impaired Claim or Interest
     either has accepted the Plan or will receive or retain under
     the Plan, on account of the Claim or Interest, property of a
     value, as of the Effective Date, that is not less than the
     amount that the Holder would receive or retain if the
     Debtors were liquidated under Chapter 7 of the Bankruptcy
     Code on that date.

(8) The Plan satisfies Section 1129(a)(8) because Priority Non-
     Tax Claims and Senior Permitted Lien Claims under the Plan
     are Classes of Unimpaired Claims that are conclusively
     presumed to have accepted the Plan under Section 1126(t) and
     the accepting Classes, as set forth in the Voting
     Certification, have voted to accept the Plan in accordance
     with Sections 1126(c) and (d).  Section 1129(a)(8) has not
     been satisfied with respect to Classes 7 (a)-(u) and
     Interests in the Debtors, which will not receive any
     property under the Plan and therefore, are deemed to have
     rejected the Plan pursuant to Section 1126(g).  Certain
     other Classes have rejected the Plan.

(9) The Plan complies with the requirements of Section
     1129(a)(9) because it provides for the treatment of
     Administrative, Priority Tax and Non-Priority Tax Claims.

(10) Classes 3(a)-(u) and 4(a)-(u) have accepted the Plan.
     Accordingly, at least one Class of Claims that is impaired
     under the Plan has accepted the Plan, thus satisfying the
     requirements of Section 1129(a)(10).

(11) The Disclosure Statement and the Plan (a) are persuasive
     and credible, (b) have not been controverted by other
     evidence, and (c) establish that confirmation of the Plan
     is not likely to be followed by further financial
     reorganization of the Reorganized Debtors, thus complying
     with Section 1129(a)(11).

(12) The Plan complies with the requirements of Section
     1129(a)(12) because all fees payable under Section 1930
     of the Judiciary and Judicial Procedure have been paid or
     will be paid and thereafter as may be required for each
     Debtor until entry of a final decree with respect to that
     Debtor.

(13) The Plan provides that on and after the Effective Date, the
     Reorganized Debtors will continue to timely pay without
     modification, all retiree benefits, as defined in Section
     1114 of the Bankruptcy Code, thereby satisfying Section
     1129(a)(13).

(14) Section 1129(a)(14), which addresses domestic support
     obligations, does not apply to the Debtors.

(15) Section 1129(a)(15), which concerns individual debtors,
     does not apply to the Debtors.

(16) Section 1129(a)(16), which addresses non-profit
     organizations, does not apply to the Debtors.

                         Voting Results

Drake D. Foster, senior consultant with Kurtzman Carson
Consultants LLC, delivered to the Court on July 17, 2009, a
summary of the voting results on the Plan.  Majority of the
creditors voted to accept the Plan.  About 91% in number of Class
3 Claimants, and about 92% in number of Class 4 Claimants, voted
to accept the Plan.  About 80% to 100% of the subclasses of Class
5 Claimants voted to accept the Plan.

A copy of the chart on the Voting Results is available for free
at http://bankrupt.com/misc/LandS_VotingResults.pdf

                  Plan Supplements & Affidavits

Prior to the Confirmation hearing, the Debtors submitted to the
Court a Third Plan Supplement and a Fourth Plan Supplement.
Among others, the Third Plan Supplement identifies KDW
Restructuring and Liquidation Services LLC as the Creditor
Trustee and the members of the Creditor Trust Advisory Board.  He
Advisory Board will consist of (1) Jeff Myers of Oakridge
Landscape Inc., (2) John Burgeson of John Burgeson Contractors,
and (3) Jim Frankian of RT. Frankian & Associates.  The Third
Plan Supplement also includes a copy of the Creditor Trust
Agreement, a copy of the Amended Backstop Rights Purchase
Agreement, and a copy of the Amended Executory Contract Lists.
The Fourth Plan Supplement provides copies of the Amended Holdco
LLC Agreement, the Amended Newhall Intermediary LLC Agreement and
the Amended Reorganized LandSource Communities LLC Agreement.

Full-text copies of the 3rd & 4th Plan Supplements are available
at:

      http://bankrupt.com/misc/LandS_3rdPlanSupp.pdf
      http://bankrupt.com/misc/LandS_4thPlanSupp.pdf

The Plan Proponent also submitted to the Court, before the
Confirmation hearing, a brief in further support of confirmation
of the Plan.  Ari N. Lefkovits, director in the Restructuring
Group of Lazard Freres & Company LLC; Emile Haddad, chief
investment officer of Lennar Corporation; Mark Manski, managing
director of Barclays Bank, PLC; and Lennar Corporation, Lennar
Homes of California, Inc. and their affiliates involved in the
Chapter 11 cases, also submitted briefs and declarations in
further support of the Plan.

Moreover, Lawrence Webb, the Debtors' co-Chief Restructuring
Officer, together with Timothy P. Hogan, submitted to the Court
on July 17, 2009, an affidavit supporting and explaining the
Debtors' Financial Projections and Liquidation Analysis attached
to the Disclosure Statement.

Following the Confirmation Hearing, the Plan Proponent present to
the Court on July 22, 2009, a copy of the Plan with an
accompanying blackline version reflecting the changes that have
been made to the Plan as of July 22.  A full-text copy of the
blackline version is available for free at:

        http://bankrupt.com/misc/LandS_Plan072209.pdf

            Claims Allowance, Admin Claims Bar Date

Pursuant to the Confirmation Order, Judge Carey also allowed
these claims based on the evidence presented by the Plan
Proponent at the Confirmation Hearing:

     DIP Revolver Loan Claims            $136,533,082
     First Lien Claims                 $1,115,751,827
     First Lien Deficiency Claim         $969,600,000
     Second Lien Claims                  $244,000,000

In the event the LNR Investment Agreement is not consummated,
then the First Lien Deficiency Claim will be allowed in the
amount of $983,800,000, the Court clarified.

Pursuant to the Confirmation Order, the deadline for filing
proofs of claim for Administrative Expense Claims other than
those Administrative Expense Claims set forth in the Plan is
September 18, 2009.

The Plan's Distribution Record Date is set as July 20, 2009.

             Resolution of Confirmation Objections

Prior to the Confirmation Hearing, more parties voiced out their
objections to the Plan and the Plan Supplements.  The Objectors
include Kevin Kurzhals, Altfillisch Contractors, Inc., R.T.
Frankian & Associates, Oakridge Landscape Inc., Independent
Construction Company, and Westchester Fire Insurance Company and
ACE USA.

Judge Carey, however, overruled all objections that have not been
withdrawn, waived, or settled.

Before the Confirmation Hearing, Hunsaker & Associates, Los
Angeles, Inc., SprintCom, Inc. and Nextel of California, Inc.,
and CH2M HILL Constructors, Inc., withdrew their objections to
the Plan, the Plan Supplements, and the proposed cure amounts for
the Contracts and Leases to be assumed by the Reorganized
Debtors.

As to certain Objectors and concerns, the Court entered these
rulings:

1. U.S. Department of Veterans Affairs.   Any licenses or
    permits issued by the United States to which one or more of
    the debtors is a party, permittee or licensee as well as the
    Consent Agreement In The Matter of Mare Island Naval
    Shipyard (Eastern Transfer Parcel), USEPA Docket No. TSCA-9-
    2002-0002, the non-residential real property lease between
    Lennar Mare Island LLC and the United States of America
    Department of Veterans Affairs for the property located at
    1175 Nimitz Avenue, in Vallejo, California, with US Lease
    No. V101-183R-IOI-05-04, and all other contracts and leases
    with the United States of America, including the Veterans
    Affairs Dept., if any, to the extent they are assumed by the
    Debtors or Reorganized Debtors will be treated and
    administered in the ordinary course of business as if the
    Debtors' Chapter 11 cases had never been filed.

2. Matters Specific to Lennar Mare Island, LLC.   The
    Settlement Agreement dated July 15, 2009, by and between
    Lennar Mare Island, LLC and CH2M HILL Constructors, Inc. and
    LMI's execution of it, are approved.  As per the July 17,
    2009 declaration of Michael Patrick White, Lennar Corp.
    executive vice president for asset management, the LMI-CH2M
    Settlement Agreement provides that on the Effective Date,
    LMI will assume a Guaranteed Fixed Price Contract between
    LMI and CH2M.  No amounts will be owed by LMI to CH2M on the
    Effective Date to cure any existing defaults under the GFPC.
    All rights, claims and defenses of Steadfast Insurance
    Company, LMI and CH2M, as to any coverage issues arising
    under the certain insurance policies issued by Steadfast and
    listed as being assumed by LMI in the Second Plan
    Supplement, or based upon the LMI-CH2M Settlement Agreement,
    are unimpaired by the Plan and the Confirmation Order.  The
    Steadfast Policies are deemed assumed by LMI, and
    Steadfast's objection to the confirmation of the Plan is
    deemed withdrawn.

3. West Valley LLC.  West Valley LLC will not be deemed a
    Lennar Entity nor will any Claim asserted by West Valley be
    deemed a Lennar Claim.  Within 20 days after the occurrence
    of the Effective Date, LandSource Holding Company LLC will
    transfer all of its interest in and to the parcels of a
    property located in El Dorado County, California, that are
    retained by West Valley, under an Agreement of Purchase and
    Sale between West Valley, as seller, and Lennar Homes of
    California, Inc., as the purchaser.

4. Internal Revenue Service.  The Debtors and the Reorganized
    Debtors will not be deemed to have received any prospective
    tax rulings or tax relief from the Internal Revenue Service.

5. Dolce View (Los Angeles) LLC and CIM Fund III, L.P.   In the
    event any amount is determined to be payable as an Allowed
    Administrative Expense Claim by the estate of LNR-Lennar
    Washington Square LLC to Dolce View (Los Angeles) LLC and
    CIM Fund III, L.P. in connection with (x) a final non-
    appealable determination or decision in Adversary Proceeding
    No. 09-508885 (KJC) or (y) a valid settlement or compromise
    of the Dolce Litigation, the Allowed Administrative Expense
    Claim will be deemed validly asserted against and payable
    under the terms of the Plan by each of the Debtors' estates
    -- except Lennar Mare Island LLC and Friendswood Development
    Company LLC -- until the amount is paid in full.

6. Kings Ridge Community Association.  LandSource Holding
    Company LLC will transfer all of its interest in and to the
    certain real property located in Lake County, Florida, by
    quit claim deed to The Kings Ridge Community Association, a
    Florida Not-Far-Profit corporation, the HOA, which Property
    was dedicated to the HOA in the Plat for Devonshire at Kings
    Ridge.

7. Altfillisch Contractors, Inc.  Pending resolution of
    Adversary Proceeding No. 09-51509, the lien asserted by
    Altfillisch will not be affected by the Confirmation Order,
    and the validity and amount of the lien and claim will be
    determined in connection with the pending adversary
    proceeding.

8. Chaudhary and Associates, Inc., and Ghilotti Construction
    Company, Inc.   The $152,869 lien asserted by Ghilotti with
    respect to the work performed on the Mare Island project is
    a Senior Permitted Lien Claim and will be paid in full on
    the Effective Date of the Plan.  The $335,829 lien asserted
    by Chaudhary with respect to the work performed on the Mare
    Island project is asserted to be a Senior Permitted Lien
    Claim and is disputed by the Debtors.  To the extent the
    Chaudhary Lien is determined to be a Senior Permitted Lien
    Claim, it will be paid in full in accordance with the terms
    of the Plan.

9. American Heritage Landscape LP.   To the extent necessary,
    the mechanic's lien claim of American Heritage, in the
    amount of $131,577, with respect to West Creek "C"
    Recreation Center, will be deemed to be on Exhibit I of the
    Disclosure Statement.

A full-text copy of the LandSource Confirmation Order is
available for free at:

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

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LANDSOURCE COMMUNITIES: Deal Protecting Sensitive Information
-------------------------------------------------------------
Pursuant to Rules 7026 and 7029 of the Federal Rules of
Bankruptcy Procedure and the Local Rules for the United States
Bankruptcy Court for the District of Delaware, Barclays Bank,
PLC, as Administrative Agent under the First Lien Credit
Agreement; the Debtors; the Official Committee of Unsecured
Creditors; Lennar Corporation and its affiliates; and The Bank of
New York, in its capacity as administrative agent for the Second
Lien Lenders, entered into a Court-approved stipulation agreeing
on uniform procedures designed to assure the protection of
sensitive and confidential business records, and the propriety of
financial information produced in the matter In re LandSource
Communities Development LLC, et al., Case No. 08-11111 (KJC),
which information will be stamped "Confidential."

Sensitive or confidential business records, trade secrets, non-
public business or commercial information, confidential research,
development, propriety and financial information or analyses
produced in the Debtors' proceeding may be shown, or its contents
disclosed, to these persons only:

  (a) parties to the agreement;

  (b) counsel of record and office personnel employed and
      assisting the concerned parties in the case;

  (c) any expert retained by counsel in connection with the
      case;

  (d) any witness present in capacity at any hearing,
      deposition, or other proceeding in the Case;

  (e) the Court before which the case are pending;

  (f) any court reporter present in his or her official capacity
      at any hearing, deposition, or other proceeding in the
      case; and

  (g) any other person or entity to which Barclays, the Debtors,
      the Committee, Lennar, the Second Lien Agent, or the
      Second Lien Lenders is obligated to disclose the
      Confidential Information by law or Court process.

Any person to whom any Confidential Information is disclosed will
first execute a Confidentiality Stipulation, agreeing to abide by
the terms of the Confidentiality Stipulation.

Confidential Information or any information derived from it will
be used or disclosed solely for the purpose of assisting counsel
of record in connection with the case and not for any other
litigation, proceeding, competitive business or any other purpose
whatsoever.

Counsel desiring to make disclosure of Confidential Information
of the other party to any person other than those listed must
request permission from the other party.  The parties must first
attempt to resolve any dispute in good faith on an informal
basis.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada, and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

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


LARRY GEISER: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Larry Geiser
               Jacqueline Geiser
                  aka Jackie Geiser
               8077 Eagle Ridge Drive
               West Chester, OH 45069

Bankruptcy Case No.: 09-14642

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Debtors' Counsel: Elliott Polaniecki, Esq.
                  9000 Plainfield Road
                  Cincinnati, OH 45236
                  Tel: (513) 793-5999
                  Fax: (513) 793-4691
                  Email: e28p@aol.com

Total Assets: $3,016,692

Total Debts: $4,789,948

A full-text copy of the Debtors' petition, including a list of
their 9 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/ohsb09-14642.pdf

The petition was signed by the Joint Debtors.


LYONDELL CHEMICAL: Committee Sue Buyout Architects for $22 Billion
------------------------------------------------------------------
Emily Chasan at Reuters reports that the official committee of
unsecured creditors for Lyondell Chemical Co. has filed a lawsuit
seeking to recover as much as $22 billion from the banks,
advisers, and executives who arranged the 2007 leveraged buyout of
the Company.

As reported by the Troubled Company Reporter on July 23, 2009, the
Hon. Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York allowed the committee to move forward with
fraud claims against Access Industries, the debtor
LyondellBasell's parent, as part of the Company's Chapter 11
bankruptcy case.  The committee alleged that backers of
LyondellBasell's $12.7 billion buyout of Lyondell Chemical
intentionally pushed a flawed merger in 2007 to reap short-term
profit on the deal.  The complainants wanted the Court to require
the defendants to pay LyondellBasell, increasing the amount it has
to pay creditors.  According to LyondllellBasell and Access
Industries spokespersons, Judge Gerber said that the case must
proceed quickly so it doesn't interfere with LyondellBasell's plan
to emerge from bankruptcy by year-end.

Reuters quoted the committee as saying, "If successful in
maintaining ownership of assets through the turn of the
petrochemical cycle, [Access Industries chairperson Len]
Blavatnik's upside would be great.  If, as it turned out, he
overleveraged and could not finance his business through a
downturn, because of his minimal equity investment, the pain would
largely be felt by others."

According to Reuters, the committee claimed that the $48 per share
purchase price paid to Lyondell shareholders was "excessive" and
was made to prevent other competitive bids for Lyondell.

Reuters relates that the defendants include:

    -- these investments banks for helping to arrange the deal:

       -- Citibank,
       -- Goldman Sachs Group Inc,
       -- Deutsche Bank,
       -- ABN Amro Bank NV,
       -- UBS Securities, and
       -- Merrill Lynch; and

    -- investors in the deal, which include:

       -- Barclays Global Investors, and
       -- LeverageSource.

Reuters states that the creditors are seeking a jury trial that
will prove as many as 21 different claims against the defendants
for fraudulent transfer, breach of contract, breach of fiduciary
and mismanagement.

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

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

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

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

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

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


MAGMA DESIGN: Inability to Pay Bond Debt Cues Going Concern Doubt
-----------------------------------------------------------------
Grant Thornton LLP in San Jose, California, raised substantial
doubt about Magma Design Automation, Inc.'s ability to continue as
a going concern after auditing the Company's financial reports for
the period ended May 3, 2009, and April 6, 2008.  The auditor
pointed that the Company experienced a significant decline in
revenue and operating cash flows and does not have the financing
in place to pay the $49,900,000 in bond debt maturing May 25,
2010.

At May 3, 2009, the Company's balance sheet showed total assets of
$127,075,000, and total liabilities of $141,765,000, resulting in
a stockholders' deficit of $14,690,000.

The Company posted a net loss of $127,750,000 for the year ended
May 3, 2009, compared with a net loss of $32,409,000 for the year
ended April 6, 2008.

Cash and cash equivalents available for use aggregated a total of
$32,900,000 at May 3, 2009.  For fiscal 2009, net cash flow used
in operations was $5,400,000.  Since fiscal 2004 the Company has
not achieved profitability.  Since inception, the Company has
incurred aggregate consolidated net losses of $377,400,000, and
may continue to incur net losses for the foreseeable future.  In
addition, the Company has experienced a significant decline in
revenues during fiscal 2009.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?3fc8

Magma Design Automation, Inc. (NASDAQ:LAVA) provides electronic
design automation software products and related services. The
Company's products comprise a digital integrated solution for the
chip development cycle, from initial design through physical
implementation.


MAGNA ENTERTAINMENT: Creditors Want MID Unit's Claim Subordinated
-----------------------------------------------------------------
MI Developments Inc. said its subsidiary MID Islandi sf. has been
named as a defendant in an action commenced by the Official
Committee of Unsecured Creditors in connection with the bankruptcy
proceedings of Magna Entertainment Corp. under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware.

The Committee's action seeks, among other things,
recharacterization as equity of the MID Lender's claims in
relation to the indebtedness previously advanced to MEC and its
subsidiaries, equitable subordination of the MID Lender's claims
against the debtors in the Chapter 11 proceedings and the
avoidance of allegedly fraudulent transfers to the MID Lender.  In
addition, the Committee has sought leave of the Court to pursue a
separate action against MID that alleges, among other things,
breach of fiduciary duty owed to MEC and its creditors.  MID
believes that the Committee's claims are without merit and intends
to contest them vigorously.

As reported by the Troubled Company Reporter on April 22, 2009,
the Hon. Mary F. Walrath granted final approval of a modified
financing plan for Magna Entertainment Corp.  The financing plan
calls for $38.4 million to be provided to MEC by a subsidiary of
parent company MI Developments.  The Associated Press said the
amount was decreased from the $62.5 million initially proposed,
and the maturity was extended 60 days until November 6, giving a
longer marketing period for potential sales of MEC's assets.

MID is a real estate operating company engaged primarily in the
acquisition, development, construction, leasing, management, and
ownership of a predominantly industrial rental portfolio leased
primarily to Magna International Inc. and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
majority equity interest in Magna Entertainment Corp. (MEC), an
owner and operator of horse racetracks, and a supplier, via
simulcasting, of live horseracing content to the inter-track, off-
track and account wagering markets. MEC has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MARK IV: Former Execs. Want Info on Insurance Policies
------------------------------------------------------
Gerald S. Lippes, William P. Montague, Frederic L. Cook, Richard
L. Grenolds, and John J. Byrne, former executives of Mark IV
Industries Inc. and its debtor-affiliates object to the disclosure
statement with respect to the joint plan of reorganization filed
by the Debtors in the U.S. Bankruptcy Court for the Southern
District of New York on June 17, 2009, arguing that the disclosure
statement contains inadequate information.

The former executives said that they were unable to determine
particularly whether the split-dollar life insurance policies, the
health insurance coverage and the term life insurance programs
will be continued in accordance with the prepetition arrangements
or whether the Debtor has a different intention, which has not
been disclosed.

Accordingly, the form executives request not to approve the
disclosure statement until all of the relevant information has
been supplied with an adequate opportunity to parties-in-interest
and creditors.

Troubled Company Reporter said on June 26, 2009, the Court set a
hearing on July 28, 2009, at 2:00 p.m. (Eastern time) to consider
approval of the Debtors' proposed disclosure statement with
respect to the Joint Plan of Reorganization.

Mark IV seeks to emerge from Chapter 11 as a privately held
company.  Pursuant to the Plan, the lenders under Mark IV's
prepetition $865 million first lien credit facility would receive
92% of the equity in the reorganized Mark IV.  General unsecured
creditors would get the remaining 8% of the new common stock.  The
Plan classifies all claims of Mark IV's second lien lenders as
general unsecured claims.  Holders of equity interests in Mark IV
are out of the money.

According to the Plan, the new common stock issued to the lenders
and the unsecured creditors would be subject to dilution from the
exercise of options and grants of restricted stock to employees
pursuant to a new Management Equity Incentive Plan.  The Plan
documents do not indicate the percentage of equity that may be
issued pursuant to the proposed incentive plan.

A full-text copy of Mark IV's plan of reorganization filed
June 17, 2009, is available at no charge at:

     http://bankrupt.com/misc/MarIVPlan.PDF

A full-text copy of Mark IV's disclosure statement filed June 17,
2009, is available at no charge at:

     http://bankrupt.com/misc/MarIVDS.PDF

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc. --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment. The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio
frequency, and information display, technologies. The company has
a geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV Industries, Inc. and 17 affiliates filed for chapter 11 on
April 30, 209 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Judge
Stuart M. Bernstein presides over the case.  Jay M. Goffman, Esq.,
J. Eric Ivester, Esq., and Matthew M. Murphy, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as the Debtors' counsel.
David Orlofsky, Managing Director; Tadd Crane, Director; Jose
Alvarez; and Jeffrey Genova at Zolfo Cooper serve as Restructuring
Advisors.  David Hilty and Saul Burian, Managing Directors at
Houlihan Lokey, serve as Investment Bankers and Financial
Advisors.  Sitrick and Company acts as Public Relations Advisor.
Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett LLP,
represents JPMorgan Chase Bank, N.A., the First Lien Agent and the
DIP Agent.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represents the Creditors' Committee.

The Debtors disclosed $100 million to $500 million in estimated
assets and more than $1 billion in debts when they filed for
bankruptcy.


MEDICURE INC: Lender Extends US$1.7MM Payment Deadline to Aug. 14
-----------------------------------------------------------------
Medicure Inc. reached an agreement with the lender under its
secured debt financing agreement dated September 17, 2007, to
defer a required payment of roughly US$1.7 million to August 14,
2009.  The agreement will allow the Company to continue a dialogue
with the lender regarding its payment obligations.

Management is continuing work to improve overall financial
performance and to further refine its commercial strategy for
AGGRASTAT(R).

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Medicure Inc. (CA:MPH) --
http://www.medicure.com/-- is a biopharmaceutical company focused
on the research, development and commercialization of novel small
molecules to treat cardiovascular and neurological disorders.  The
Company's primary business activity is the marketing and
distribution of AGGRASTAT(R) (tirofiban hydrochloride) in the
United States for acute coronary syndromes.


MILACRON INC: Anderson Resigns as Head of Machinery Tech NA
-----------------------------------------------------------
Milacron Inc. reports that effective July 14, 2009, Ross A.
Anderson resigned as the Company's Vice President and President-
Machinery Technologies North America.

                           Sale Dispute

As reported by the Troubled Company Reporter, the United States
Bankruptcy Court in the Debtors' Chapter 11 proceeding approved on
June 26, 2009, the sale of substantially all of the Debtors'
assets to a company formed by affiliates of Avenue Capital Group,
certain funds or accounts managed by DDJ Capital Management LLC
and certain other entities that together hold approximately 93% of
the Company's 11-1/2% Senior Secured Notes pursuant to the
definitive Purchase Agreement dated May 3, 2009, as subsequently
amended.  On June 30, the Court entered its order approving the
sale.

The TCR said July 14, 2009, the Official Committee of Unsecured
Creditors and a group of retirees in the bankruptcy cases of
Milacron Inc. and its affiliates ask the U.S. Bankruptcy Court to
reconsider its order approving the sale of substantially all of
the Debtors' assets to the stalking horse bidder, MI 363 Bid LLC -
- a company formed by affiliates of Avenue Capital, certain funds
or accounts managed by DDJ Capital and certain other entities that
together hold approximately 93% of the Company's 11-1/2% Senior
Secured Notes.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MINCO GOLD: Receives Non-Compliance Notice From NYSE Amex LLC
-------------------------------------------------------------
Minco Gold Corporation advises that on July 16, 2009, the Company
received a notice from NYSE Amex LLC indicating that the Company
has yet to file its Form 20-F for the year ended December 31,
2008.  The Exchange advises that the Company is not in compliance
with Sections 134, 1101, and 1003(d) of the Exchange's Company
Guide as the timely filing of the Form 20-F is a condition for the
Company's continued listing on the Exchange.

The Company is working diligently with its independent auditors
through the review process of the Form 20-F and expected to be the
position to file the Form 20-F shortly.

                         About Minco Gold

Minco Gold Corporation (CA:MMM) (NYSE Amex: MGH)(FRANKFURT: MI5)
-- http://www.mincomining.ca/-- is a Canadian mining company
involved in the direct acquisition and development of high-grade,
advanced stage gold properties.  The Company owns an exploration
property portfolio covering more than 1,000 square kilometres of
mineral rights in China.


MOBILE BAY INVESTMENTS: Case Summary & 5 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mobile Bay Investments, L.L.C.
        Post Office Box 8631
        Mobile, AL 36689-0631

Case No.: 09-13322

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: C. Michael Smith, Esq.
            150 South Dearborn St.
            Mobile, AL 36602-1606
            Tel: (251) 433-0588
            Email: paulandsmithpc@earthlink.net

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

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

The petition was signed by Logan U. Gewin, the company's managing
member.

Debtor's List of 5 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Julian Gewin Trust FBO                                $149,349
Madge U. Gewin

Burton Brothers Managements                           $108,500
Co., Inc.

RTBH, LLP                                             $87,020

Madge G. Rody                                         $78,882

JYMCO                                                 $54,500


MOMENTIVE PERFORMANCE: In Talks with Lenders for Covenant Relief
----------------------------------------------------------------
Momentive Performance Materials Inc. said it is presently in
discussions with certain lenders under Momentive's senior secured
credit facility to, among other things, amend or waive (if
necessary) financial maintenance covenant set forth in its Credit
Agreement dated December 4, 2006 regarding its Senior Secured
Leverage Ratio.  No definitive agreement with respect to an
amendment or waiver has been reached, and there can be no
assurance that such agreement will be reached.

On July 16, 2009, Momentive announced preliminary results for the
second quarter ended June 28, 2009.  Momentive expects to post
second quarter 2009 net sales of roughly $485 million to
$495 million, GAAP operating income of roughly $0 to $10 million -
- which does not reflect the gain on the early extinguishment of
debt -- and Adjusted EBITDA of roughly $58 million to $68 million.

In the second quarter of 2008, Momentive recorded net sales of
roughly $738 million, GAAP operating income of roughly
$37 million, and Adjusted EBITDA of roughly $105 million --
reflecting pro-forma effects of certain estimated cost savings.
Second quarter 2009 results benefited from modest improvements in
demand compared to the first quarter and cost reduction efforts
but the recession continued to significantly impact year-over-year
comparisons.  Going forward, sales and EBITDA visibility remains
limited.

Momentive expects to be in compliance with all of the terms of the
agreements governing its outstanding indebtedness, including the
financial covenants, at the end of the second quarter of 2009.
Momentive estimates that its total debt, net of cash and cash
equivalents, was roughly $2,898 million at the end of the second
quarter of 2009, down from $2,913 million at March 29, 2009.  This
reduction was primarily driven by the early extinguishment of debt
in connection with the consummation of Momentive's debt exchange
on June 15, 2009, pursuant to which it issued $200 million in
aggregate principal amount of new second-lien notes with an annual
interest rate of 12.5% in exchange for roughly $350 million in
aggregate principal amount of unsecured notes, with annual
interest rates between 9% and 11.5%, largely offset by cash used
in operating activities (primarily stemming from Momentive's semi-
annual cash interest payments on its notes) and unfavorable
exchange rate fluctuations.

At the end of the second quarter, Momentive had $250 million of
outstanding borrowings and roughly $26 million of outstanding
letters of credit under its revolving credit facility, leaving
unused borrowing capacity of about $24 million, and roughly
$316 million of cash and cash equivalents.  Momentive also expects
to record a one-time gain on a GAAP basis of roughly $142 million
in the second quarter as a result of the early extinguishment of
debt in connection with the consummation of its debt exchange
described above.

Momentive expects to file a more detailed press release regarding
its second quarter 2009 results on Form 8-K as well as filing its
Form 10-Q for the three months ended June 28, 2009, in early
August 2009 with an accompanying investor conference call to
follow shortly thereafter.

              About Momentive Performance Materials

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of December 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 29, 2009, Momentive had $3.42 billion in total assets
on $4.08 billion in total liabilities, resulting in $662.8 billion
in stockholders' deficit.

The Troubled Company Reporter said on June 17, 2009, that Standard
& Poor's Ratings Services lowered its corporate credit rating on
Momentive Performance Materials to 'SD' from 'CC' and its senior
unsecured and subordinated debt ratings on the company to 'D' from
'C' following the completion of what S&P considers to be a
distressed exchange offer.  In addition S&P has removed the
ratings from CreditWatch, where they were placed with negative
implications on March 17, 2009.  All S&P's other ratings on
Momentive and its subsidiaries remain unchanged.

Moody's Investors Service also deemed the recently concluded notes
exchange offer which included issuance of secured second lien
notes to be a distressed exchange, and lowered the Probability of
Default Rating of Momentive Performance Materials to Ca/LD from
Caa3.  Moody's also changed some of Momentive's other ratings to
reflect the occurrence of a distressed exchange.  The ratings on
Momentive's senior unsecured notes and senior subordinated notes
were changed to Ca from Caa2 and Caa3, respectively, reflecting
the low applicable clearing price resulting from the exchange
offer.  Moody's affirmed Momentive's Corporate Family Rating at
Caa1, its senior secured first lien debt (revolver and term loan)
at B1 and its Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative.


MOORE-HANDLEY: Bostwick-Braun Expresses Interest in Buying Assets
-----------------------------------------------------------------
Moore-Handley, Inc., received a letter of interest from Bostwick-
Braun, indicating its preliminary interest in pursuing the
purchase of certain of Moore-Handley's assets by a new company to
be formed by Bostwick-Braun.

If the transaction is completed, it is anticipated that the new
company will operate as a full-service distributor from Moore-
Handley's Pelham, Alabama, warehouse, maintaining the current
sales force and operations.

The proposed transaction is subject to several conditions
precedent, including completion of Bostwick-Braun's due diligence,
the negotiation of final terms of the transaction and execution of
a definitive purchase agreement, and the approval of both
companies' boards of directors, as well as the completion of
appropriate approval procedures in Moore-Handley's bankruptcy case
and approval of the transaction by the U.S. Bankruptcy Court for
the Northern District of Alabama.

As reported by the Troubled Company Reporter on July 21, 2009,
Moore-Handley filed for Chapter 11 due to difficulty getting cash
from troubled lender CIT Group Inc.  Moore-Handley said in court
filings it has tried to negotiate with CIT, though "the federal
government's recent decision not to support CIT's reorganization
has thrown CIT into disarray and casts substantial doubt on CIT's
ability to continue to fund the Debtor's working capital
requirements."

Moore-Handley has asked the U.S. Bankruptcy Court for authority to
use cash pledged as collateral to CIT even though it doesn't have
consent from CIT.  Moore-Handley owes CIT $18.8 million in secured
debt, including $11.2 million on a revolving credit and
$6.4 million on a term loan.

                        About Moore-Handley

Moore-Handley, Inc. (Pink Sheets:MHCO) supplies tools and other
items to hardware stores and home centers.   With net sales of
$145.5 million in 2008, it claims to be the second-largest
independent hardware and building material distributor in the U.S.

Moore-Handley filed for Chapter 11 on July 17, 2009 (Bankr. N.D.
Ala. Case No. 09-4198).  Judge Thomas B. Bennett presides over the
case.  Christopher L. Hawkins, Esq., and Jennifer Anne Harris,
Esq., at Bradley Arant Rose & White LLP, serve as the Debtor's
counsel.  The Company listed total assets ranging from $10,000,001
to $50,000,000 and total debts ranging from $10,000,001 to
$50,000,000 when it filed for bankruptcy.


MORRIS PUBLISHING: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Augusta, Georgia-based newspaper publisher Morris Publishing Group
LLC at the company's request.

After Morris missed its $9.7 million interest payment due Feb. 1
on $278 million of senior subordinated notes, S&P lowered its
corporate credit rating on the company and the issue-level rating
on the notes to 'D'.

                           Ratings List

                            Withdrawn
                    Morris Publishing Group LLC

                                        To     From
                                        --     ----
           Corporate Credit Rating      NR     D/--/--
           Secured                      NR     CC
             Recovery Rating            NR     2
           Subordinated                 NR     D
             Recovery Rating            NR     6

                         NR -- Not rated.


NEIMAN MARCUS: Moody's Gives Stable Outlook; Affirms 'Caa1' Rating
------------------------------------------------------------------
Moody's Investors Service changed Neiman Marcus Group, Inc.'s
rating outlook to stable from negative.  In addition, Moody's
upgraded Neiman Marcus' speculative grade liquidity rating to SGL-
2 from SGL-3.  All other ratings -- including the company's Caa1
Corporate Family Rating and Caa1 Probability of Default Rating --
were affirmed.

The change in outlook to stable from negative and the upgrade to
SGL-2 acknowledges Neiman Marcus's improved liquidity given the
successful refinancing of its $600 million asset based revolving
credit facility expiring January 15, 2013.  This refinancing along
with the company's healthy cash level gives the company the
financial flexibility to weather the current economic downturn.
In addition, Neiman's financial flexibility is bolstered by the
lack of any near dated debt maturities.  Its nearest debt maturity
is not until January 15, 2013, when the its revolving credit
facility expires followed by its $1.625 billion term loan maturing
in April 2013.

The Caa1 probability of default rating reflects the company's very
poor credit metrics, its very high debt levels, as well as Moody's
expectation that the overall luxury market will contract further.
In addition, the rating reflects Moody's expectation that Neiman
Marcus' earnings will remain pressured making it likely that
interest coverage will deteriorate to well below one time by its
fiscal year ended August 2009.  Positive ratings consideration was
given to Neiman Marcus' good liquidity and its solid competitive
position within the luxury market.

The SGL-2 Speculative Grade Liquidity rating represents good
liquidity.  Moody's expects Neiman Marcus to be able to cover its
working capital, capital expenditures, and cash interest with
internally generated cash over the next twelve months while
maintaining healthy levels of cash ($229 million at May 2, 2009).
In addition, it has a $600 million asset based revolving credit
facility that expires in January 2013.  This facility is only
expected to be used for letters of credit (about $33 million on
July 15, 2009).  In addition, the facility only contains one
financial covenant (fixed charge coverage) which is only required
to be tested when availability falls below $60 million.

The stable outlook reflects Neiman Marcus' good liquidity and lack
of near dated maturities which provides the company with the
ability to weather the current economic storm while experiencing a
period of weak credit metrics.

This rating was upgraded:

  -- Speculative grade liquidity rating to SGL-2 from SGL-3.;

These ratings were affirmed and LGD point estimates changed:

  -- Corporate Family Rating at Caa1;

  -- Probability of Default Rating at Caa1;

  -- Senior secured bank facility at B3 to (LGD 3, 35%) from (LGD
     3, 36%);

  -- Senior secured debentures at B3 to (LGD 3, 35%) from (LGD 3,
     36%);

  -- Senior unsecured debt at Caa2 (LGD 5, 76%); and

  -- Senior subordinated debt at Caa3 (LGD 6, 92%).

The last rating action on Neiman Marcus was on March 17, 2009 when
its Corporate Family Rating and Probability of Default rating were
downgraded to Caa1 with a negative outlook.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business. Total revenues are about
$3.9 billion.


NEWPARK RESOURCES: Covenant Violations Cue Loan Amendment
---------------------------------------------------------
Newpark Resources, Inc., entered into a First Amendment and Waiver
to Amended and Restated Credit Agreement, amending provisions of
its existing Amended and Restated Credit Agreement.  The First
Amendment was principally entered into as a result of the
Company's non-compliance with the consolidated fixed charge
coverage ratio and consolidated leverage ratio financial covenants
under its existing credit agreement as of June 30, 2009.  The
First Amendment provides a waiver of the financial covenant
violations by the Company's lenders, modifies certain financial
covenant requirements in future periods, and amends certain
provisions of the existing credit agreement.

Pursuant to the First Amendment, favorable adjustments were made
to the consolidated fixed charge coverage ratio covenant through
June 2010 and the consolidated leverage ratio covenant through
March 2010.  In addition, the method of calculating these two
ratios was modified to utilize annualized results beginning with
the Company's third quarter of 2009 and ending with the first
quarter of 2010.  Thereafter, the calculations will be made using
the trailing four fiscal quarter results, as set forth in the
original credit agreement.

The First Amendment increases the interest cost of borrowings to
reflect current market conditions, including an increase in the
margin on LIBOR based borrowings, which constitutes a substantial
portion of the Company's borrowings, from a range of 150 to 250
basis points to a range of 400 to 750 basis points, depending upon
the Company's consolidated leverage ratio.  The margin will
initially be 750 basis points. The First Amendment also reduces
the revolving credit facility from $175 million to $150 million.
The amount outstanding under the revolving credit facility at
June 30, 2009, was $100.6 million, including letters of credit of
$3.6 million.

Paul Howes, President and Chief Executive Officer of Newpark,
stated, "We are pleased to be able to execute this amendment with
our lenders as we continue to manage through this severe downturn
in drilling activity in North America.  We believe that this
amendment provides us with the opportunity to continue to position
Newpark for further growth in our international businesses and a
recovery in our North American business."

Based in The Woodlands, Texas, Newpark Resources, Inc. --
http://www.newpark.com/-- is a worldwide provider of drilling
fluids, temporary worksites and access roads for oilfield and
other commercial markets, and environmental waste treatment
solutions.


NATIONAL HERITAGE: Files Bankruptcy Plan and Disclosure Statement
-----------------------------------------------------------------
National Heritage Foundation, Inc., filed a proposed Plan of
Reorganization and accompanying proposed Disclosure Statement with
the U.S. Bankruptcy Court for the Eastern District of Virginia.

According to NetDockets, the proposed disclosure statement
provides that the Debtor is a not-for-profit 501(c)(3) public
charity.  The disclosure statement states that the "Debtor
maintains Donor-Advised Funds, which permits [sic] Donors to make
non-binding recommendations for charitable grants in accord with
section 4966 et seq. of the Internal Revenue Code. . .  It helps
to further the progress of scientific, charitable, educational and
religious activities by consolidating and centralizing the
administration of charitable donations and projects.  Toward that
end, the Debtor made charitable contributions and grants of
approximately $21.9 million for the year ending on December 31,
2008, $21.3 million for the year ending on December 31, 2007, and
$27.3 million for the year ending on December 31, 2006, for
projects that further its and its donors' charitable goals . . . .
As of December 31, 2008, the Debtor managed net assets with a book
value of approximately $152 million in approximately 6,014 donor
advised 'funds.'"

According to NetDockets, the Disclosure Statement provides that
the proposed "Plan provides for a partial liquidation of the
Debtor's Assets, the proceeds of which, together with cash on
hand, will be used to fund payment in full of all Allowed Claims
. . . as provided by the terms of the Plan."

According to NetDockets, the Plan "does not classify equity
interest holders, Donors, or third-party trustors and
beneficiaries of its Charitable Remainder Trusts, because the
Debtor believes such entities are not Claimants."

NetDockets relates that, according to the Debtor, the claims
listed on its schedules of assets and liabilities and claims filed
against its estate (net of expected duplicate claims) total
approximately $42 million.  However, $11.4 million of that amount
are claims filed by donors (which, the company asserts are not
creditors).

In comparison, according to NetDockets, National Heritage
Foundation anticipates having assets with an approximate value of
$170 million, including $26 million of cash on hand, as of the
effective date of the proposed Plan.  The Plan provides for an
initial distribution to claimants as early as the effective date
with subsequent distributions being made as assets are liquidated
to cash.  National Heritage Foundation would retain excess assets
and continue its operations as a reorganized company.

Falls Church, Virginia-based National Heritage Foundation, Inc. --
http://www.nhf.org/-- is a non-profit tax-exempt charitable
institution.  The company filed for Chapter 11 bankruptcy
protection on Jan. 24, 2009 (Bankr. E.D. Va. Case No. 09-10525).
Alan Michael Noskow, Esq., at Patton Boggs LLP assists the company
in its restructuring effort.  The company listed more than
$100 million in assets and $1 million to $100 million in debts.


NEPTUNE INDUSTRIES: Court OKs Global Deal Dismissing Ch. 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved the voluntary dismissal of the involuntary chapter 11
case commenced against Neptune Industries, Inc., in accordance to
a global settlement.

The involuntary petition under Chapter 11 of the Bankruptcy Code
was filed February 13, 2009, against the Company by certain
holders of the Company's outstanding convertible debentures.  The
case is In re: Neptune Industries, Inc., Case No. 09-12509-EPK.

On February 26, 2009, the Court granted the Petitioning Creditors'
Motion to Appoint Chapter 11 Trustee and Barry E. Mukamal was
appointed Chapter 11 trustee that same day.

                          Sale of Assets

During the month of March 2009, the Court granted several motions
from the Trustee approving interim financing from various lenders
to allow the Trustee to continue operating the Company's business.
Only portions of the post-petition financing approved by the Court
were actually funded.  Without the proper funding, the Trustee was
unable to continue the Company's business at normal production
levels.

A significant portion of the Company's current assets was its
inventory, which consisted of raw materials, such as salt, oxygen
and fish feed, and work in process, represented by the pounds of
fish growing in the separate tanks and raceways on the farm
property.  As a result of the Trustee's inability to obtain
adequate funding, during the months of April to June 2009, the
Trustee was required to periodically sell the larger fish to
customers of the Company at various prices ranging from full
market price to substantially discounted prices.  In addition,
during that time, the Trustee liquidated the smaller fish that
were not suitable for sale to the market by selling the live fish
to local fish farmers, as well as donating live fish to the
Florida Fish and Wildlife Conservation Commission, and selling the
remaining fish to a company to be processed as bait.

The Company also sold the remaining fish feed to fish and
alligator farmers and sold the salt back to the salt supplier at
half price.  All of the purchasers of the Company's fish stock
were third parties that had no material relationship, other than
in respect of the transaction, with the Company or any of its
officers, directors and affiliates.

                 Execution of Settlement Agreement

After consulting with the Petitioning Creditors, during June 2009,
the Trustee determined that the most effective way to reorganize
the Company's business was to allow the creditors and the Company
to negotiate a global settlement of their respective claims.
Accordingly, on June 25, 2009, the Company entered into a
settlement agreement with the Company's former executive officers
and directors, Messrs. Ernest D. Papadoyianis and Xavier T. Sal
Cherch -- the Majority Shareholders -- to allow the Company to
exit Chapter 11 via a dismissal of the original bankruptcy filing.
Holders of 85% of the Company's total outstanding debt obligations
in the amount of approximately $3 million approved the Agreement.

As part of the Agreement, the Company agreed that the Aqua-Sphere
technology, its patents, trademarks, and ancillary intellectual
property will be the sole and exclusive property of the Majority
Shareholders, and that any and all prior rights of the Company
have been terminated.  In addition, the Company agreed to convey
to the Majority Shareholders 100% of the outstanding common stock
of the Company's subsidiary, Aqua Biologics, Inc, including all of
the assets of the corporation such as: the Ento Protein
technologies and associated intellectual property rights, all
equipment related to the Lake Linda site, but not including any
debts or liabilities incurred after the Petition Date.

The Majority Shareholders agreed to grant a 10-year non-exclusive
licensing agreement to the Company for the Aqua-Sphere technology.
The agreement would allow the Company to purchase Aqua-Sphere
systems from the Majority Shareholders at retail pricing, and
without prejudice, for the Company's own use, on a worldwide
basis.  Additionally, the licensing agreement would grant the
Company the right to act as a non-exclusive sales agent for the
Majority Shareholders, and provide payment to the Company on a
commission basis equal to 10% of the selling price of any Aqua-
Sphere systems delivered by the Majority Shareholders as a result
of the efforts of the Company.

In exchange and as consideration for such conveyance of ABI, the
Majority Shareholders agreed to surrender back to the Company all
ownership in the Company, including but not limited to all shares
of the Company's common stock, par value $0.001 and preferred
stock, as well as all stock options, warrants and any stock rights
they held in the Company.  Specifically, Mr. Papadoyianis will
return 12,208,060 shares of Common Stock and Mr. Cherch will
return 12,164,377 shares of Common Stock for cancellation.  In
addition, Messrs. Papadoyianis and Cherch will also return options
to purchase 1,500,000 shares of Common Stock each, as well as
warrants to purchase 44,944 shares of Common Stock each.

The Majority Shareholders, however, are entitled to receive shares
of the Company's Common Stock equal to 3% of the recapitalized
Common Stock after the Company's withdrawal from the Chapter 11
proceedings.  This equity interest will dilute on a pari passu
basis to other equity in the Company as a result of any
financings.

In addition, the Majority Shareholders agreed to cancel all notes,
claims, debts or obligations (including forfeiture of any accrued
salaries and interest) they may have with the Company, except
Company credit cards, secured personally be the Majority
Shareholders, which will be paid in full, and the Majority
Shareholders will be reimbursed for monies paid personally on
these cards from the time of the bankruptcy filings to present up
to a maximum of $43,200.  The Majority Shareholders also agreed to
grant the Company a 3% ownership in Closed Containment Systems,
Inc. and Aqua Biologics, Inc.  This equity interest will dilute on
a pari passu basis to other equity in CCS and Aqua Biologics, Inc.
as a result of any financings.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- through
its subsidiaries, provides aquaculture technology primarily in the
United States.

As reported by the Troubled Company Reporter on March 2, 2009,
Neptune Industries was unable to complete the preparation of its
financial statements in time to complete the report on Form 10-Q
for the quarter ended December 31, 2008, on a timely basis.  The
Company said it will file the Form 10-Q very soon.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on October 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries' ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations and recurring deficiencies in working capital.

Neptune Industries' consolidated balance sheet at September 30,
2008, showed $1,507,478 in total assets and $4,208,526 in total
liabilities, resulting in a $2,701,048 total stockholders'
deficit.


NEPTUNE INDUSTRIES: Discloses to the SEC Its Management Changes
---------------------------------------------------------------
Neptune Industries, Inc., relates that as a result of the
involuntary bankruptcy, on or about March 16, 2009, several
officers and directors of the Company resigned from all of their
respective positions with the Company:

     -- Ernest D. Papadoyianis, Chairman, President and Chief
        Executive Officer;

     -- Xavier T. Sal Cherch, Chief Operating Officer,
        Secretary/Treasurer and Director;

     -- William H. Ryan, Director; and

     -- James M. Harvey, Director.

On or about March 19, 2009, Don C. Tewksbury resigned as a
director of the Company.  The resignations were not the result of
any disagreements between the Company and the respective directors
and executive officers.  Following the resignations, the Company
was left without any officers and directors.

                   Election of Executive Officer

On July 15, 2009, to appoint an interim executive officer to
manage the affairs of the Company while it actively seeks a chief
executive officer and chief financial officer, Messrs. Ernest D.
Papadoyianis and Xavier T. Sal Cherch -- the Majority Shareholders
-- executed a written consent appointing Mr. Steve Carbone as
Interim Executive Chairman of the Company.

Mr. Carbone, 57, has served as a consultant to the Company through
his firm, Southeastern Associates, since June 30, 3009,
concentrating on customer, vendor, shareholder and noteholder
relations and acting as an overseer of the Company's financial
restructuring.  In January 2008, Mr. Carbone founded and now
operates Southeastern Associates in Fort Lauderdale, Florida.  He
serves in the capacity of Chief Executive Officer and operates the
company as business consultants with clients worldwide
participating in business opportunities in the Southeastern United
States.  The firm pursues opportunities with the Department of
Defense utilizing contract vehicles such as R23G (rapid response
government contract), ETOSS (government contract utilized for
manufactured products rather than services) and S3 (government
contract providing lifecycle & logistics services).

In 1981, Mr. Carbone founded Freedom Electronics, Inc., and built
that company into a contract manufacturer of telecom products.  As
part of that growth, he founded Freedom do Brasil in 1999 and co-
founded Freedom Vertical Technologies in 2000 in an effort to
expand business opportunities.  Mr. Carbone served as CEO and
Business Development Manager of Freedom Vertical Technologies from
January 2002 until his resignation in January 2009.  Mr. Carbone
was nominated in 1996 for the Ernst & Young's Entrepreneur of the
Year.  Mr. Carbone received a Bachelor of Science degree in
Biology and Related Sciences from Seton Hall University.

Neither Mr. Carbone nor any of his immediate family members have
been a party to any transaction or currently proposed transaction
with the Company that is reportable under Item 404(a) of
Regulation S-K.  There are no family relationships between Mr.
Carbone and the Company's directors and executive officers.

                     Election of New Directors

On July 6, 2009, to fill two of the vacant board seats, the
Majority Shareholders executed a written consent electing Steve
Carbone and Michael Joubert to the Company's board of directors.
This election will be effective 20 days after the Company first
mails an information statement on Schedule 14C to its
shareholders.  The information statement on Schedule 14C will be
filed with the Securities and Exchange Commission not later than
the date of mailing to the Company's shareholders.  Thereafter,
Messrs. Carbone and Joubert will remain directors until the next
annual meeting of the shareholders as provided for in the
Company's By-laws, whereupon a duly elected board of directors
will be appointed.

          Certain Relationships and Related Transactions

Neptune Industries also relates Michael Joubert has been employed
by the Company or its subsidiaries since December 2002, initially
as farm manager and commencing in July 2005, as Vice President of
Operations of the Company.

The Company previously entered into an employment agreement with
Mr. Joubert terminating October 31, 2005, which provided for a
minimum annual salary of $35,000.  The employment agreement was
subsequently renewed, effective November 1, 2005, for another four
years through October 31, 2009, and provided for a minimum annual
salary of $42,500.  On February 11, 2005, the Company issued Mr.
Joubert 834 shares of Common Stock as an annual bonus.

In addition, effective March 31, 2006, the Company granted Mr.
Joubert options to purchase 15,000 shares of Common Stock at an
exercise price of $0.3133 per share exercisable for ten years from
the issue date, which was July 1, 2006.  The board of directors of
the Company subsequently approved the grant of options to Mr.
Joubert to purchase an additional 30,000 shares of Common Stock on
August 1, 2008.  The board consent granting the options indicated
that the options would have an exercise price equal to the average
bid price of the Company's Common Stock for the five trading days
prior to the award of the options, however, Mr. Joubert has not
yet received any formal documentation related to the award.

During February 2008, Mr. Joubert's salary was increased to
$52,500 per year.  Effective January 16, 2009, Mr. Joubert was
terminated by the Company's previous management but was rehired by
the Trustee on or about February 27, 2009 in order to assist the
Trustee in the management of the fish farm at the same base salary
of $52,500 per year.  Mr. Joubert continues to be compensated at
an annual salary of $52,500 for his present work in rebuilding the
Company's fish farm, however, there is no employment agreement
currently in place.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- through
its subsidiaries, provides aquaculture technology primarily in the
United States.

As reported by the Troubled Company Reporter on March 2, 2009,
Neptune Industries was unable to complete the preparation of its
financial statements in time to complete the report on Form 10-Q
for the quarter ended December 31, 2008, on a timely basis.  The
Company said it will file the Form 10-Q very soon.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on October 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries' ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations and recurring deficiencies in working capital.

Neptune Industries' consolidated balance sheet at September 30,
2008, showed $1,507,478 in total assets and $4,208,526 in total
liabilities, resulting in a $2,701,048 total stockholders'
deficit.


NEXT INC: Net Loss Narrows to $329,000 in Quarter Ended May 31
--------------------------------------------------------------
Next, Inc., posted a net loss of $329,007 for the three months
ended May 31, 2009, compared with a net loss of $559,796 for the
same period in the previous year.

At May 31, 2009, the Company's balance sheet showed total assets
of $10,109,152, total liabilities of $9,103,197 and stockholders'
equity of $1,005,955.

The Company related that it that the reclassification of long-term
debt owed to Crossroads Bank to current liabilities resulted as a
consequence of substantial doubt about the Company's ability to
continue as a going concern.  This reclassification was made due
to the Company's failure to meet certain financial covenants.

Working capital was $792,352 at May 31, 2009, compared with
$1,680,375 at November 28, 2008, before reclassifications of long-
term debt owed to Crossroads Bank carried as current liabilities
as a consequence of failing to meet certain financial covenants.
Working capital was decreased by $888,023 from working capital
without the reclassification at November 28, 2008.  A
substantially lower trade receivables balance and decrease in
inventory partially offset by decreases in trade accounts payable
and borrowings under the revolving credit facility contribute to
the lower working capital.

The Company's cash on hand and in banks at May 31, 2009, was
$151,586, as compared to $139,909 at November 28, 2008.
Differences in cash on hand are attributed to the timing of
disbursements.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?3fc9

Next, Inc. (OTC:NXTI) is a sales and marketing organization that
designs, develops, markets and distributes licensed and branded
imprinted sportswear primarily through key licensing agreements in
addition to the Company's own designs.  Products are imported,
outsourced and embellished in-house via both the screenprint and
embroidery processes.  Next's products include 200 licenses and
agreements to distribute its Cadre Athletic and Campus Traditions
USA line for colleges and universities in the United States.  It
has licensing agreements with Chevrolet, Pontiac, Hummer,
Cadillac, Buick, CorvetteC6, Dodge, GMC and Ford.  The Company's
designs include American Biker, American Wildlife, Ragtops
Sportswear, Campus Traditions USA and Cadre Athletic.  It also has
licensing and distribution agreements with GRITS and Chuck E.
Cheese.  Next have two wholly owned subsidiaries: Next Marketing,
Inc., and Choice International, Inc.


NOBLE INT'L: To Be Delisted From Nasdaq Effective July 27
---------------------------------------------------------
Noble International, Inc., reports that The Nasdaq Stock Market,
Inc. has determined to remove from listing the common stock of
Noble International, effective at the opening of the trading
session on July 27, 2009.

Based on review of the information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rules 5250(c)(1),5500,and
5110(b).  The Company was notified of the Staff determinations on
March 18, April 16, and March 23, 2009.  The Company requested a
review of the Staff determination before the Listing
Qualifications Hearings Panel, but before the scheduled hearing
took place, withdrew its request for an appeal.  The staff
determinations became final on May 11, 2009, and trading in the
Company's securities was suspended on May 13, 2009.

                     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.


NORTEL NETWORKS: CALA Unit Files For Chapter 11 Protection
----------------------------------------------------------
Nortel Networks (CALA) Inc., a Florida corporation, is a direct
subsidiary of Nortel Networks Inc.  The Company is headquartered
in Sunrise, Florida.  It operates in the United States and in the
Caribbean and Latin America or "CALA" region.  A substantial
majority of NN CALA's customers are foreign companies and
governmental entities in the CALA region.

In a Chapter 11 petition signed by John Doolittle, treasurer of
NN CALA, the Company's Board of Directors has evaluated NN CALA's
alternatives and has determined that the filing of a voluntary
petition under Chapter 11 of the Bankruptcy Code is in the
Company's best interests.  The Company seeks Chapter 11
protection to preserve assets and administer its estates in
accordance with the original Nortel Networks Debtors' larger
restructuring efforts.

Accordingly, NN CALA filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code on July 14, 2009.  NN
CALA continues to operate is businesses and manage its properties
as a debtor-in-possession pursuant to Sections 1107(a) and 1108
of the Bankruptcy Code.  No trustee or examiner has been
appointed in its case.

                      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)


NORTEL NETWORKS: Calgary Employees Ask Stay Relief to Pursue Claim
------------------------------------------------------------------
At the behest of a group of employees, the Ontario Superior Court
of Justice modifies the stay to permit the group to file a
statement of claim against Nortel Networks Corporation and its
four Canadian affiliates.

The employees assert claims against the CCAA Applicants on
account of unpaid severance and other benefits.  They were
terminated after the CCAA Applicants shut down their operations
in Calgary, Alberta.

Certain officers of the CCAA Applicants reportedly assured the
employees that they would receive severance payment once the
closure is completed if they would remain with the CCAA
Applicants during the transition period.

The officers also advised them that there would not be any
changes to the severance practices and that the CCAA Applicants
would be solvent until at least late 2009.  However, since NNC
filed for bankruptcy protection under the Companies' Creditors
Arrangement Act on January 14, 2009, the employees have not
received the payment.

The filing of the statement of claim, the employees said, would
allow them to preserve their right under the Canada Business
Corporations Act to later bring an action against the officers
should the CCAA Applicants' restructuring be unsuccessful.

                      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)


NORTEL NETWORKS: Courts Approve NNL-Flextronics Settlement
----------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates obtained the U.S.
Bankruptcy Court for the District of Delaware's approval of the
settlement agreement they entered into with their major suppliers,
Flextronics Telecom Systems Ltd. and Flextronics Corporation.

The Debtors also obtained a separate court order granting their
request to keep unredacted copies of their settlement agreement
segregated and under seal by the Clerk of Court.  Parts of the
settlement agreement reportedly contain sensitive commercial
information about their business relationship with FTC and
Flextronics Corporation.

The Debtors filed in court a side letter agreement as supplement
to their settlement agreement with FTS and Flextronics
Corporation.  A copy of the side letter agreement is available
without charge at:

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

The side letter agreement provides that Ernst & Young LLP and
Ernst & Young Chartered Accountants, as administrators of certain
Nortel units, will waive under a certain circumstance the
provision in the settlement agreement that conditions the
effectiveness of that agreement on a direction from the High
Court of Justice in London, England, if sought, that the
administrators are at liberty to enter into the settlement
agreement.  Section 13(a) of the settlement agreement provides
that the administrators may waive this condition at their
election.

                 Deal Gets Canadian Court's Nod

The Ontario Superior Court of Justice also issued a parallel
order approving Nortel Networks Corporation and its Canadian
affiliates' settlement agreement with Flextronics.  The companies
reached the settlement to resolve their disputes over the
interpretation of the terms contained in their agreement dated
January 13, 2009.  The January 13 agreement amended the Master
Contract Manufacturing Services Agreements, which govern the
business relationship among the Nortel companies, FTS,
Flextronics Corporation and their affiliates.  A full-text copy
of the Settlement Agreement is available without charge at:

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

The CCAA Applicants also sought and obtained the Canadian Court's
approval to file under seal parts of the Settlement Agreement,
which contain sensitive commercial information about their
business relationship with the Flextronics entities.

On June 11, 2009, Ernst & Young Inc., as monitor for the
Applicants under Canada's Companies' Creditors Arrangement Act,
delivered to the Ontario Court its thirteenth monitor report to
express support on the Flextronics settlement.  Ernst & Young
recommended that the Canadian Court approve the Settlement
Agreement to maintain satisfactory business relationship among
the companies.

"As a result of the unique and critical role the Flextronics
entities play in Nortel's supply chain, it is essential that a
satisfactory, workable relationship exists between the parties to
ensure stability in Nortel's operations during these proceedings
by maintaining market confidence in its ability to manage its
supply chain and meet its customer delivery obligations," Ernst &
Young said.

"Such market confidence is required to ensure a maximization of
recoveries to the various stakeholder groups affected by these
proceedings," the firm further said.

FTS, Flextronics Corporation and various other contract
manufacturers purchased most of the Nortel companies' inventory
and manufacturing facilities in 2004.  The business relationship
among the Flextronics entities and the Nortel companies is
governed by a number of agreements including (i) the Master
Contract Manufacturing Services Agreements entered into between
NNL and Flextronics Corporation, formerly known as Solectron
Corporation, on September 30, 2003; and (ii) the Amended and
Restated MCMSA entered into between NNL and FTS on June 29, 2004.

The Flextronics entities currently provide about 70% of Nortel's
hardware products on a global basis and a significant portion of
logistics and repair services required in connection with those
products.

In recognition of the strategic importance of the Flextronics
entities' cooperation during the proceedings, NNL entered into an
agreement with the companies dated January 13, 2009.  The
agreement amended the MCMSAs to provide minimal disruptions to
the Nortel companies' supply chain and a corresponding degree of
stability for their customer base during the post-filing period.

The terms of the Amending Agreement, which was approved by the
Ontario Superior Court of Justice on January 14, 2009, provided
for the payment to the Flextronics entities of $120 million.
To date, the Nortel companies have already paid $100 million.

Since execution of the Amending Agreement, disputes have ensued
among the Nortel companies and the Flextronics entities over the
interpretation of the terms contained in the agreement.  The
issues revolve around, among other things:

  (i) inventories to which the $120 million payment to the
      Flextronics entities applied;

(ii) excess and obsolete inventories which are subject to post-
      filing buy back provisions;

(iii) allocation of obligations between pre-filing and post-
      filing periods;

(iv) compliance with the post-filing payment terms agreed to in
      the Amending Agreement; and

  (v) whether termination of the 2003 MCMSA will occur on
      July 12, 2009.

In recognition of the continuing importance of their business
relationship, negotiations to resolve the dispute were held among
the senior management of the Nortel companies and the Flextronics
entities.  These negotiations were successful and a settlement
agreement has been entered into by the companies, subject to
approval of the Canadian Court and the U.S. Bankruptcy Court for
the District of Delaware.

The Settlement Agreement provides for the full and final
resolution of all disputes known as of May 22, 2009, relating to
the interpretation of the Amending Agreement and other matters,
including:

  (1) confirmation that the purchase of inventory in accordance
      with the existing plans of record is in addition to the
      obligation of the Nortel companies to purchase $120
      million of inventory from the Flextronics entities
      pursuant to the Amending Agreement;

  (2) confirmation that inventory acquired by the Flextronics
      entities on or before the effective date of the Amending
      Agreement may be used in the calculation of the Nortel
      companies' quarterly E&O purchase orders, but that Nortel
      should not be required to purchase the inventory as part
      of their purchase of the quarterly E&O;

  (3) confirmation that for purposes of calculating the due date
      on Flextronics entities' invoices, "delivered" means goods
      physically received at a Nortel facility or other final
      delivery location; and

  (4) the resolution of other operational issues addressed in
      the side letter, which was executed in connection with the
      settlement.

Representatives of the Official Committee of Unsecured Creditors,
the ad hoc committee of bondholders and other parties had been
kept apprised of negotiations and the settlement, and that none
of them raised objection to the terms of the settlement.

The U.S. Bankruptcy Court for the District of Delaware already
approved the settlement at a June 11 hearing as well as the
sealing of the redacted portion of the Settlement Agreement,
which contains confidential and sensitive information about the
Nortel companies' supply chain and business relationship with
their most significant supplier.

                        ERISA Litigation

The Monitor's report also provides information regarding the CCAA
Applicants' motion and the motion of certain plaintiffs regarding
the applicability of the stay of proceedings against the
directors and officers of NNC and Nortel Networks Limited, who
are defendants of the lawsuit filed in the U.S. District Court
for the Middle District of Tennessee.  Ernst & Young recommended
that the stay of proceedings be extended to the directors and
officers to keep NNC, NNL and NNI from expending significant
resources, which would be detrimental to their restructuring.

In 2001, an action was commenced in the U.S., alleging imprudent
investment of the assets of NNI's contribution retirement plan
and breach of duties under the Employee Retirement Income
Security Act of 1974.  The current statement of claim, known as
the Second Amendment Complaint, was filed June 17, 2005, in the
U.S. District Court for the Middle District of Tennessee,
Nashville Division.

The plaintiffs in the ERISA litigation assert breach of fiduciary
duty claims against NNI, NNC, NNL and 27 individual defendants
including former and incumbent officers and directors of NNC and
NNL.  The officers and directors named in the ERISA litigation
include John Doolittle, Treasurer of NNC and NNL, and John Manley
and Harry Pearce, who are both directors of the companies.

The plaintiffs and the Nortel companies agree that the litigation
is stayed against NNC, NNL, and NNI but they dispute over the
question of whether the litigation is or should be stayed against
the directors and defendants.

The Nortel companies have filed a motion for a determination that
the stay of proceedings extends to the directors and officers.
Meanwhile, the plaintiffs have filed a cross-motion to permit the
continuation of proceedings against the directors and officers.

                      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)


NORTEL NETWORKS: Employees' Request to Lift Stay to Prosecute Suit
------------------------------------------------------------------
A group of employees asks the Ontario Superior Court of Justice
to lift the stay so that it could prosecute the lawsuit it filed
in the U.S. District Court for the Middle District of Tennessee.

The group consists of former and current employees of U.S.-based
Nortel Networks Inc. who are or were participants under the Long-
Term Investment Plan sponsored by the company.

The employees filed the lawsuit in 2001 against NNI, Nortel
Networks Corporation, Nortel Networks Limited for alleged breach
of fiduciary duties under the Employee Retirement Income Security
Act of 1974.  Also named are 27 individual defendants including
former and incumbent officers and directors of NNC and NNL.  The
lawsuit accused the defendants of facilitating and maintaining
investments of the Plan's retirement savings in NNC's common
stock although they are aware of the unsuitable nature and
vulnerability of the investment.

Attorney for the employees, Ron Kilgard, Esq., at Keller Rohrback
P.L.C., in Phoenix, Arizona, says the employees concede that the
litigation is stayed with respect to the three companies as a
result of their bankruptcy filing.  He points out, however, that
the directors and officers are not protected by the stay.

"The individual defendants are fiduciaries and are not protected
nor intended to be protected by the stay," Mr. Kilgard contends.
"The individual defendants are not named in the [litigation]
because they are officers or directors but because they are
fiduciaries."

"If the stay of proceedings is not lifted to allow the
[litigation] to proceed against the individual defendants, the
plaintiffs will be forced to delay the entire litigation
indefinitely, which will result in unnecessary costs, delay and
injustice," Mr. Kilgard further says.

Mr. Kilgard says the employees are prepared to accommodate the
officers and directors who are involved in restructuring the
companies by "scheduling the remaining steps in the [litigation]
so that they are not distracted from their restructuring
efforts."

                      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)


NORTEL NETWORKS: NCCE to Appeal Koskie Minsky Appointment
---------------------------------------------------------
The Nortel Continuing Canadian Employees Committee is set to file
before the Ontario Court of Appeal a motion for leave to appeal
the decision issued May 20 by the Ontario Superior Court of
Justice.

The Canadian Court issued the decision in favor of Koskie Minsky,
which it appointed as sole representative counsel of all former
employees of Nortel Networks Corporation and its affiliates.  It
also dismissed the motions of other groups, including NCCE, to
appoint Juroviesky Ricci LLP, Nelligan O'Brien Payne LLP, Shibley
Righton LLP, and CAW to represent the employees.

NCCE contends the Canadian Court erred in its decision because it
dismissed the group's motion without any reasons, and that it
denied representation to the continuing employees who will be
affected by the proceeding commenced by NNC under the Companies'
Creditors Arrangement Act.

"This proposed appeal to the Court of Appeal for Ontario raises
serious and arguable grounds that are of real and significant
interest and importance to the parties, the public, CCAA
proceedings, insolvency practice in general and the law as it
involves the appointment of employees to represent the interests
of continuing employees of a company that is subject to an order
made under the CCAA," NCCE says in court papers.

                      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)


NORTEL NETWORKS: Ontario Court OKs Reduced Pension Payments
-----------------------------------------------------------
The Ontario Superior Court of Justice authorized Nortel Networks
Limited to reduce the commuted value payments from the pension
plans based on a transfer ratio equal to 69% without filing new
actuarial valuation reports for those plans.

The Canadian Court held that any individual, who was sent an
election form by NNL or its agent before May 21, 2009, indicating
that he may elect to receive commuted value payments from one of
the pension plans at a transfer ratio of 86% or 85%, is entitled
to receive the commuted value payments calculated in accordance
with the higher transfer ratio.  The individual, however, must
complete the election form and return it to NNL or its agent
within the time limit prescribed in the election form.

The Canadian Court held that NNL, its officers and directors,
members of the pension plan committees and the Northern Trust
Company will not incur any liability as a result of (i) the
reduction of the commuted value payments from the pension plans
to a level permitted by the Canadian Court's order with respect
to persons receiving commuted value payments from the plans
without filing new actuarial valuation reports with the
Superintendent of Financial Services, or (ii) making commuted
value payments from the pension 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)


NORTEL NETWORKS: Sets September 30 Claims Bar Date
--------------------------------------------------
Nortel Networks Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to set September 30,
2009, as the deadline for creditors holding prepetition claims
against the Debtors to file their proofs of claim.

Under U.S. bankruptcy laws, any creditor asserting prepetition
claim against a debtor, which is not listed in that debtor's
schedules of assets and liabilities or which is listed as
disputed, contingent or unliquidated, is required to file a proof
of claim by the deadline fixed by the bankruptcy court.

For creditors whose claims stemmed from the rejection of their
unexpired leases and executory contracts, the Debtors ask the
Court to allow those creditors to file their proofs of claim 30
days after the Debtors send a notice or a copy of the order
authorizing the rejection.  For creditors whose scheduled claims
have been amended, they will have 20 days after receipt of a
notice to file their proofs of claim.

            Requirements for Filing Proofs of Claim

Creditors are required to submit their proofs of claim to Epiq
Bankruptcy Solutions LLC, the Debtors' claims agent.

If by first-class mail, the proof of claim must be sent to:

    Nortel Networks Inc. Claims Processing Center
    c/o Epiq Bankruptcy Solutions, LLC
    FDR Station, P.O. Box 5075
    New York, NY 10150-5075

If by hand delivery or overnight courier, the proof of claim must
be sent to:

    Nortel Networks Inc. Claims Processing Center
    c/o Epiq Bankruptcy Solutions, LLC
    757 Third Avenue, 3rd Floor
    New York, NY 10017

Proofs of claim forms sent by facsimile or telecopy will not be
accepted.  Creditors that fail to file their proofs of claim by
the Claims Bar Date will be barred from asserting their claims;
will not be permitted to vote on any plan or plans of the
Debtors; and will not be allowed to participate in any
distribution on account of their claims.

These creditors are not required to file a proof of claim:

  (1) Any creditor that has already filed a proof of claim in
      the Clerk of the Bankruptcy Court for the District of
      Delaware or Epiq Bankruptcy Solutions LLC.

  (2) Any creditor whose claim is listed in the Debtors'
      schedules of assets and liabilities provided that the
      claim is not scheduled as disputed, contingent or
      unliquidated; who does not disagree with the amount,
      nature and priority of the claim as stated in the
      schedules; and who does not dispute that the claim is an
      obligation of a specific debtor against which the claim is
      listed in the schedules.

  (3) Any holder of a claim that has been allowed by order of
      the Court.

  (4) Any creditor whose claim has been paid in full by any of
      the Debtors pursuant to a court order.

  (5) Any holder of a claim for which specific deadlines have
      previously been fixed by the Court.

  (6) Any debtor, non-debtor affiliates of NNI and Canada-based
      Nortel Networks Corporation, and their subsidiaries which
      hold claims against NNI and its U.S.-based affiliated
      debtors.

  (7) Any creditor that has a claim against the non-debtor
      affiliates or subsidiaries of the Debtors.

  (8) Any holder of a claim allowable as an administrative
      expense.

  (9) Any claim of officers and directors, who are officers and
      directors as of August 1, 2009, for indemnification and
      contribution on account of their service to the Debtors
      and their affiliates.

(10) Any creditor whose claim is limited exclusively to the
      repayment of principal, interest and other fees and
      expenses in connection with its ownership or holding of
      notes.

(11) Holders of equity security interests in the Debtors need
      not file proofs of interest, provided that if any such
      holder asserts a claim that stems from its ownership, a
      proof of that claim must be filed on or before September 30,
      2009.

              Notice for Filing Proofs of Claim

The Debtors will mail before August 10, 2009, notices for filing
proofs of claim to the U.S. Trustee, attorneys for the Official
Committee of Unsecured Creditors, and creditors known by the
Debtors, among others.

The Debtors will also have the notice published in the national
and global editions of The Globe and Mail and The Wall Street
Journal at least 45 days before September 30, 2009.

A hearing to consider approval of the Debtors' request is
scheduled for August 4, 2009.  Creditors and other concerned
parties have until July 28, 2009, to file their objections.

                      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)


NORTEL NETWORKS: Submits Proposal to Sell Enterprise Biz. to Avaya
-----------------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates seek approval of
the U.S. Bankruptcy Court for the District of Delaware to sell
the enterprise solutions business of NNI, Nortel Networks Limited
and Nortel Networks Corporation to Avaya Inc. for US$475 million,
subject to better offers.

The assets to be sold comprise Nortel's Enterprise Solutions
business in North American, Caribbean and Latin American and
Asian region as well as a portion of their business in Europe,
Middle East and Africa.

In connection with the sale, the Debtors also ask the Court to
approve a bidding process to flush out better offers for the
assets.  The deadline for submitting bids for the assets is
September 4, 2009, at 12:00 p.m. Eastern Time.  If a bid from
another company is submitted, an auction will be conducted on
September 11, 2009, at 9:30 a.m. Eastern Time, at the offices of
Cleary Gottlieb Steen & Hamilton LLP, at One Liberty Plaza, in
New York.

In case Avaya is not selected as the winning bidder, the Debtors
agree to entitle Avaya to a $14.25 million break-up fee for its
efforts in bidding for the assets.

Consummation of the sale is subject to the satisfaction of
regulatory and other conditions and the receipt of various
approvals, including governmental approvals in Canada and the
United States and the approval of the courts in France and
Israel.  The sale is also subject to purchase price adjustments
under certain circumstances.

A full-text copy of the Nortel-Avaya Sale Agreement can be
accessed at http://bankrupt.com/misc/NortelSaleAgreementAvaya.pdf

A full-text copy of the document detailing the bidding procedures
for the proposed sale of Nortel's Enterprise Solutions Business
is available for free at:

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

"We continue to be fully focused on running our operations and
continuing to serve our customers while actively engaged in the
sale of our businesses.  We have determined that the sale of our
businesses maximizes value while preserving innovation platforms,
customer relationships and jobs to the greatest extent possible,"
Mike Zafirovski, Nortel President and Chief Executive Officer,
said in a July 20 statement.

"Today's agreements underscore the value of Enterprise Solutions
and the investments we have made in enterprise telephony, unified
communications and data networking core competencies.  If
successfully completed, this transaction will provide clarity on
the path forward for our Enterprise customers, partners and
employees, and enable the industry to continue to benefit from
Nortel-created technology, know-how and leading-edge innovation,"
he said.

Joel Hackney, President of Nortel's Enterprise Solutions, said
that Avaya or the winning bidder "will gain access to an
industry-leading portfolio that is optimized for real-time
communications, bringing speed and simplicity to customers'
network environments and allowing them to enhance collaboration,
streamline business processes and improve productivity."

"Enterprise Solutions has strong relationships with key customers
and partners around the world, and we have helped them achieve
industry-leading differentiation and competitive advantages.  We
remain committed to serving them without interruption through
this process and, as we move forward, we pledge to communicate
our progress to the greatest extent possible," Mr. Hackney said.

The Court will conduct a hearing on August 4, 2009.  Creditors
and other concerned parties have until July 28, 2009, to file
their objections.

                    Avaya Taps Nortel Partners

To further solidify its bid for the Nortel Wireless Assets, Avaya
has brought 19 of Nortel Networks' partners into its programs
with the promise of incentives, the ChannelWeb reported.
Seventeen of the Nortel partners are in the U.S, while the other
two are in Canada.  The report noted that seven are among
Nortel's 10 largest partners.

Avaya's North American Channels Vice President Carol Giles
Neslund said the incentives offered in connection with the move
is aimed to help offset the massive investment required to
partner with a new vendor, ChannelWeb noted.

Nortel partners that sign up by July 31 are offered an extra 5%
rebate on the back end on Avaya deals, according to Andrew R.
Hickey of ChannelWeb.  About 2% will go directly to marketing
funds and the remaining 3% serves as rebate.

Avaya has also vowed to fast-track Nortel partners with training,
sales, marketing and services support, the news source added.
The partners will also have opportunities for additional
discounts to further defray the extra costs, Mr. Hickey pointed
out.  Those incentives will remain in place until May 2010, the
report said.

                      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)


NORTEL NETWORKS: US Court Enforces Canada Order on LG-Nortel Sale
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order in the Chapter 15 cases of Nortel Networks Corporations and
its four Canadian affiliates approving their motion to enforce
the Ontario Superior Court's order to sell their stake in LG-
Nortel Co. Ltd.

                      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)


NORWOOD PROMOTIONAL: Panel May Employ Arent Fox as Lead Counsel
---------------------------------------------------------------
The U.S. Bankrupty Court for the District of Delaware has granted
the official committee of unsecured creditors of Norwood
Promotional Products, Inc., et al., permission to employ Arent Fox
LLP, as counsel, nunc pro tunc to May 14, 2009.

As the Committee's counsel, Arent Fox will:

  -- assist, advise and represent the Committee in its
     consultation with the Debtors relative to the administration
     of these cases;

  -- assist, advise and represent the Committee in analyzing the
     Debtors' assets and liabilities, investigating the extent
     and validity of liens and participating in and reviewing
     any proposed asset sales or dispositions; and

  -- attend meeting and negotiate with the representatives of the
     Debtors and secured creditors.

Aren Fox's current hourly rates for its professionals are:

     Partners            $465-$840
     Of Counsel          $465-$760
     Associates          $290-$540
     Paraprofessionals   $150-$270

Andrew I. Sifken, Esq., a partner and chair of the Bankruptcy and
Financial Restructuring Group at Arent Fox, assures the Court that
the firm does not hold or represent any interest adverse to the
Committee, and that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


NORWOOD PROMOTIONAL: Panel May Employ EG as Delaware Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of Norwood
Promotional Products, Inc., et al., permission to employ Elliott
Greenleaf as Delaware and conflicts counsel, nunc pro tunc to
May 14, 2009.

As the Committee's Delaware and conflicts counsel, Elliott
Greanleaf will:

  (a) render legal advice with respect to the powers and duties
      of the Committee and the other participants in the Debtors'
      cases;

  (b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operation of the Debtors' business and any
      other matter relevant to the Bankruptcy cases, as and to
      the extent said matters may affect the Debtors' creditors;
      and

  (c) participate in negotiations with parties-in-interest with
      respect to any disposition of the Debtors' assets, plan of
      reorganization and disclosure statement in connection with
      said plan and otherwise protect and promote the interests
      of the Debtors' unsecured creditors.

Rafael X. Zahralddin-Aravena, a managing shareholder at the
Wilmington office of Elliott Greenleaf, assures the Court that the
firm does not hold or represent any interest adverse to the
Debtors, their estates, or any class of creditors or equity
security holders, and that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Elliott Greenleaf's professionals who will primarily provide the
services in this engagement and their hourly rates are:

     Rafael X. Zahralddin-Aravena, Esq.    $575
     Henry F. Siedzikowski, Esq.           $565
     Shelley A. Kinsella, Esq.             $385
     Brian R. Elias, Esq.                  $260
     Neil R. Lapinski, Esq.                $375
     Elizabeth A. Williams, Esq.           $225
     Kristin A. McCloskey                  $200
     Aron M. Pillard                       $200

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


NORWOOD PROMOTIONAL: Time to Remove Actions Extended to November 2
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the time period during which Norwood Promotional
Products, Inc., et al., may remove actions pending as of the
petition date, pursuant to 28 U.S.C. Sec. 1452, through and
including November 2, 2009.

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
Company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


NOVADEL PHARMA: Engages Arthur Wood as Financial Advisors
---------------------------------------------------------
NovaDel Pharma Inc. on June 15, 2009, entered into an Agreement
with Arthur W. Wood Company, Inc.

AWW has agreed to assist the Company as a non-exclusive financial
advisor for the purposes of assisting the Company in seeking
capital.  In consideration of AWW's services, the Company agreed
to pay AWW upon closing of a capital-raising transaction, a fee
equal to 3% of the aggregate value of the proceeds paid or payable
in the Placement.

As reported by the Troubled Company Reporter, the Company on
June 26, 2009, entered into a transaction with Seaside 88, LP,
relating to the offering and sale of up to a total of 13,000,000
shares of the Company's common stock, $0.001 par value per share.
The initial closing of the Offering took place on July 17, 2009.

                       About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE AMEX:
NVD) -- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.

At March 31, 2009, the Company had $5,209,000 in total assets and
$10,300,000 in total liabilities, resulting in $5,091,000
stockholders' deficiency.


NOVADEL PHARMA: May Issue 12MM Shares over the Next 12 Months
-------------------------------------------------------------
NovaDel Pharma Inc. received approval from the NYSE AMEX July 16,
2009, to issue up to 12.0 million shares over the next 12 months.

On June 30, 2009, the Company entered into a Common Stock Purchase
Agreement with Seaside relating to the offering and sale of up to
a total of 13,000,000 shares of the Company's common stock, $0.001
par value per share.  The Agreement requires the Company to issue
and sell, and Seaside to purchase, 500,000 shares of the Company's
Common Stock once every two weeks, subject to the satisfaction of
customary closing conditions, for 26 closings over a 52-week
period.

At the initial closing, which was set to occur after receipt of
NYSE Amex approval and subject to the satisfactory completion of
customary closing conditions, the offering price of the Company's
Common Stock equaled 87% of the volume weighted average trading
price of the Common Stock during the trading day immediately prior
to the initial closing date.  At each subsequent closing, on each
14th day thereafter, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock for the 10-day trading period immediately
preceding each subsequent closing date.  If, with respect to any
subsequent closing, the volume weighted average trading price of
the Company's Common Stock for the three trading days immediately
prior to such closing is below $0.25 per share, then the
particular subsequent closing will not occur and the aggregate
number of Shares to be purchased shall be reduced by 500,000
shares of Common Stock.  The Company has the right to terminate
the Agreement between the 6th and 7th closings, based on the
Company's assessment of its financing needs at that time.

On July 17, 2009, NovaDel executed the initial closing with
Seaside 88 receiving gross proceeds of roughly $114,000 upon the
issuance of 500,000 shares at a price of $0.23 per share.

The Company received net proceeds of roughly $91,000, after
deducting commissions payable to Arthur W. Wood Company, Inc., and
$20,000 in non-accountable expenses.

The purchase price for all closings executed under the agreement
is determined by applying a 13% discount to a volume-weighted-
average price of NovaDel's common stock.  The price of the shares
sold at the initial closing was based on the VWAP of NovaDel's
common stock on July 16.  The pricing of all subsequent closings
will be based on the VWAP of NovaDel's common stock for the ten
trading days preceding each closing.  The scheduled closings will
not take place if the Company's VWAP for the three preceding
trading days is less than $0.25.  NovaDel has the right to
terminate the agreement between the 6th and 7th closings, based on
the Company's assessment of its financing needs at that time.

NovaDel is offering the securities under the Seaside agreement
pursuant to an effective shelf registration statement.

NovaDel filed a prospectus supplement relating to its offer to
sell up to 13,000,000 shares of its common stock.  A full-text
copy of the prospectus supplement is available at no charge at
http://ResearchArchives.com/t/s?3fd8

                       About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE AMEX:
NVD) -- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.

At March 31, 2009, the Company had $5,209,000 in total assets and
$10,300,000 in total liabilities, resulting in $5,091,000
stockholders' deficiency.


NTELOS INC: S&P Rates Proposed $670 Mil. Facilities at 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it rated NTELOS Inc.'s
proposed million aggregate $670 million credit facilities at 'BB'.
S&P also assigned a '2' recovery rating to the facility,
indicating expectations for substantial (50%-70%) recovery in the
event of payment default.  Proceeds of the new facility, which
will consist of a six-year $635 million term loan and a five-year
$35 million revolver, will be largely used to repay the current
$603 million term loan that matures in August 2011.

S&P also affirmed the 'BB-' corporate credit rating on Waynesboro,
Va.-based parent NTELOS Holdings Corp., an integrated
communications provider in portions of West Virginia and Virginia.
The proposed credit facility will comprise the entirety of the
company's debt. The outlook is positive.

"The ratings recognizes NTELOS' overall fair business position,
reflecting its core, well-managed regional wireless business,"
said Standard & Poor's credit analyst Richard Siderman, "which
benefits from its strategic alliance with Sprint Nextel, as well
as a degree of business diversity provided by its smaller,
competitive and rural local exchange businesses."  The Sprint
Nextel strategic alliance agreement, which extends through July
2015, provides minimum Sprint Nextel purchase commitments of
$9 million per month and also gives NTELOS access to Sprint
Nextel's nationwide network at favorable rates, making it more
economical for NTELOS to offer competitive national wireless
plans.


O2DIESEL CORPORATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: O2Diesel Corporation
        100 Commerce Drive
        Newark, DE 19713

Bankruptcy Case No.: 09-12585

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
O2Diesel Fuels Inc.                                09-12586

Chapter 11 Petition Date: July 21, 2009

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

Judge: Kevin J. Carey

Debtor's Counsel: Mark E. Felger, Esq.
                  Cozen O'Connor
                  1201 N. Market Street, Ste 1400
                  Wilmington, DE 19801
                  Tel: (302) 295-2087
                  Fax: (302) 295-2013
                  Email: mfelger@cozen.com

Total Assets: $42,317

Total Debts: $2,230,461

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/deb09-12585.pdf

The petition was signed by Alan Rae, chief executive officer of
the Company.


PACIFIC RESOURCES: U.S. Govt. Wants Property Let Go Free of Hazard
------------------------------------------------------------------
The United States on behalf of the Department of Interior and
through the Bureau of Land Management, was one of several entities
that filed with the U.S. Bankruptcy Court objections to Pacific
Energy Resources' alternative motion for an order authorizing the
abandonment of certain interests in oil and gas properties in
Alaska -- excluding Trading Bay -- and rejection of executory
contracts relating thereto, according to BankruptcyData.com.

The Bureau of Land Management objection states that before the
Debtors can abandon a certain BLM/CIRI lease, they must, at a
minimum, provide the Court with sufficient information to
determine whether the abandoned property constitutes a hazard to
the public health and safety, the report says.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PATRICK INDUSTRIES: Has Deal to Sell Aluminum Extrusion Operation
-----------------------------------------------------------------
Patrick Industries, Inc., has signed a definitive agreement to
sell certain assets of its aluminum extrusion operation located in
Mishawaka, Indiana to Patrick Aluminum, Inc., a member of the UMC
family of companies.  The transaction is expected to be completed
by the end of July 2009.  Net proceeds from the sale are expected
to be approximately $7.4 million and are subject to final
transaction costs and certain closing adjustments.

The aluminum extrusion operation produces and paints semi-
fabricated and fabricated aluminum extrusions for structural and
non-structural applications, and comprised Patrick's Engineered
Solutions business segment.  This business segment was classified
as a discontinued operation in the fourth quarter of 2008.  The
Company anticipates using a portion of the net proceeds received
from the sale of fixed assets and the building that houses the
aluminum extrusion operation to pay down principal on the
Company's term loan and pay off the Economic Development Revenue
Bonds related to this facility in the third quarter of 2009.

Todd Cleveland, President and CEO said, "This divestiture reflects
our continued commitment to reduce our leverage position to an
acceptable level during these difficult economic times, to the
benefit of both our lenders and our shareholders.  We continue to
execute and deliver on our strategy to align our current
operations with businesses within our core competencies, reduce
overall fixed costs, and position the Company to be able to take
advantage of any upticks in our end markets."

The aluminum extrusion operation will continue to operate under
the name "Patrick Metals".  Mr. Cleveland further commented,
"While no longer a member of the Patrick family, we wish the team
at Patrick Metals, as well as the UMC Companies, continued success
and prosperity with this operation, which has represented Patrick
Industries with class throughout its entire tenure as a division
of the Company."

At March 1, 2009, Patrick was in violation of the Consolidated
EBITDA financial covenant under the terms of its credit agreement.
On April 14, 2009, the Company entered into a Third Amendment to
the Company's Credit Agreement dated May 18, 2007.  The Third
Amendment amended and added certain definitions, terms and
reporting requirements and included these provisions:

     (a) The lenders waived any actual or potential Event of
         Default resulting from the Company's failure to comply
         with the one-month and two-month Consolidated EBITDA
         covenants for the fiscal months ended March 1, 2009, and
         March 29, 2009.

     (b) The financial covenants were modified to establish new
         one-month and two-month minimum Consolidated EBITDA
         requirements that will be effective beginning with the
         fiscal months ended June 28, 2009, and July 26, 2009,
         respectively.  Until that date, there is no applicable
         minimum Consolidated EBITDA requirement.

     (c) The definition of Consolidated EBITDA was amended to
         exclude the effects of losses and gains due to
         discontinued operations and restructuring charges,
        subject to approval of the administrative agent.

     (d) The revolving commitments were reduced by $5.0 million to
         a maximum of $30.0 million.

     (e) The monthly borrowing limits under the revolving
         commitments were reset in conjunction with projected
         monthly cash flows.

     (f) The Company will provide an appraisal by a lender
         approved firm of each parcel of real estate owned by the
         Company and its subsidiaries within 60 days of the
         effectiveness of the Third Amendment.

     (g) The receipt of net cash proceeds related to any asset
         disposition, other than proceeds attributable to
         inventory and receivables, will be used to pay down
         principal on the term loan.

Effective with the Third Amendment, the Company's credit facility
consists of a term loan and a revolving line of credit.
Borrowings under the revolving commitments are subject to a
borrowing base, up to a borrowing limit.  The maximum borrowing
limit amount was reduced from $33.0 million (as defined in the
second amendment to the Credit Agreement) to $29.0 million.  The
principal amount outstanding under the term loan at March 29,
2009, remained unchanged under the amended terms.  The interest
rates for borrowings under the revolving line of credit and the
term loan, and the expiration date of the Credit Agreement also
remained unchanged.  The Company's ability to access the
borrowings is subject to compliance with the terms and conditions
of the credit facility including the financial covenants.

Effective with the December 2008 amendment to the Credit
Agreement, the Company has the option to pay a portion of the
interest in kind on its term loan.  At March 29, 2009, the Company
elected the PIK Interest option and increased the principal amount
outstanding under the term loan by roughly $300,000.

                     About Patrick Industries

Patrick Industries, Inc. -- http://www.patrickind.com/-- is a
major manufacturer of component products and distributor of
building products serving the manufactured housing, recreational
vehicle, kitchen cabinet, home and office furniture, fixture and
commercial furnishings, marine, and other industrial markets and
operates coast-to-coast through locations in 13 states.  Patrick's
major manufactured products include decorative vinyl and paper
panels, wrapped moldings, cabinet doors and components, slotwall
and slotwall components, and countertops.  The Company also
distributes drywall and drywall finishing products, interior
passage doors, flooring and roofing products, vinyl and cement
siding, ceramic tile, and other miscellaneous products.


PORTER HAYDEN: "Suit . . . Seeking Damages" Phrase Explained
------------------------------------------------------------
Under Maryland law, as predicted by the district court, WestLaw
reports, the term "suit . . . seeking damages," as used in the
coverage section of a Chapter 11 debtor-insured's liability
insurance policies, which required the insurer to defend the
debtor against any "suit . . . seeking damages," was not limited
to complaints filed in a court of law but, rather, encompassed
claims submitted to the Asbestos Bodily Injury Trust that had been
created as part of the debtor's confirmed plan.  Given the
ambiguity arising from the policies' use of the term, the court
would construe the policy language liberally in favor of the
debtor, as the insured. Moreover, the claims in question sought
damages for the debtor's liability.  The claimants and the Trust
thus had competing, even adversarial, interests, inasmuch as the
claimants sought maximum damages and the Trust, which had a
limited supply of funds, sought to minimize those damages.
Finally, the court noted, the equities supported a broad reading
of the term.  National Union Fire Ins. Co. of Pittsburgh, PA v.
Porter Hayden Co., --- B.R. ----, 2009 WL 2003774 (D. Md.).

National Union sought a declaratory judgment that Prter Hayden, a
corporation that had sold and installed industrial insulation
products containing asbestos fibers, was not entitled to a defense
or indemnity, in whole or in part as to each, for asbestos-related
liability claims.  Following withdrawal of the reference from the
bankruptcy court, as well as creation of an asbestos claims
facility, the Asbestos Bodily Injury Trust, as part of the
debtor's confirmed plan, the parties filed cross-motions for
summary judgment, with the debtor seeking a declaration that the
insurer's obligation to defend included paying for costs incurred
in handling claims presented to the Trust and the insurer seeking
a declaration that it had no such obligation.

The Honorable Andre M. Davis held that:

    (1) the debtor was "legally obligated" to the asbestos
        claimants under Maryland law, even though the claimants
        were enjoined from bringing suit against the debtor;

    (2) the bankruptcy court's discharge order and supplemental
        jurisdiction did not eliminate either the debtor's or the
        insurer's legal obligation to the asbestos claimants;

    (3) the plan and the subsequent injunction did not have the
        effect of transferring or assigning the debtor's legal
        obligations to the Trust and, thus, the insurer was not
        absolved of its contractual duty to defend the debtor;

    (4) under Maryland law, as predicted by the court, see 331
        B.R. 652, the term "suit . . . seeking damages," as used
        in the policies' coverage section, was not limited to
        complaints filed in a court of law but, rather,
        encompassed claims submitted to the Trust; and

    (5) the policies' no-action clause did not preclude coverage.

Accordingly, Judge Davis denied National Union's motion and
granted Porter Hayden's motion.

                      About Porter Hayden

Headquartered in Baltimore, Maryland, Porter Hayden sold and
installed insulation products.  The Company went out of business
in 1989.  Since then, its activities have been limited to running
off its asbestos claims, securing insurance coverage for the
claims, and paying claims and related expenses.  The Company filed
for chapter 11 protection on March 15, 2002 (Bankr. D. Md. Case
No. 02-54152).  Paul Nussbaum, Esq., at Whiteford, Taylor &
Preston, LLP, represents the Debtor.  Philip Milch, Esq., at
Campbell & Levine, represents the Unsecured Creditors Committee.
Edward Harron, Esq., at Young Conaway, is counsel for the Legal
Representative for Future Asbestos Claimants.

Following a rare joint hearing before the U.S. District Court for
the District of Maryland and the U.S. Bankruptcy Court for the
District of Maryland, the Chapter 11 reorganization plan for
Porter Hayden Company was approved on July 7, 2006.  An Asbestos
Trust, a pool of funds for payment of tens of thousands of
existing claimants and potentially thousands of future claimants,
was also created.


PROVIDENT ROYALTIES: Shareholder Opposes Sale, Absent Schedules
---------------------------------------------------------------
Denise Johnson, equity preferred shareholder interest of Shale
Royalties 16 of Provident Royalties LLC and its debtor-affiliates,
objects to the Debtors' proposals to:

  -- implement bidding procedures relating to sale of the Debtors'
     assets;

  -- use cash collateral and grant adequate protection to prior
     protected lienholders; and

  -- employ Patton Boggs LLC as bankruptcy counsel, Bridge
     Associates LLC as restructuring consultant, and Epiq
     Bankruptcy Solutions LLC as claims agent.

Ms. Johnson tells the before the U.S. Bankruptcy Court for the
Northern District of Texas that the request to approve bidding
procedures and interim & final use of cash collateral are
premature.  The Court should not allow the Debtors to sell assets
or access to cash collateral until the Debtors have provided a
complete schedules and financial plan.  "Even if the Debtors are
allowed to sell at a fraction of their value prior to their
schedules and a complete financial plan being presented, it will
create additional and further harm to the creditors and
shareholders by reducing the value of their recoverable interest,
which could ultimately force a liquidation rather than a
reorganization," Ms. Johson relates.

Ms. Johnson further argues that the employment applications filed
by the Debtors are a ridiculous waste of assets that are already
in a questionable position.  The Debtors' are not in a financial
position to request to pay the higher end of legally hourly rates
and costs for bankruptcy protection, she says.  "Granting this
application will only allow the Debtors to continue to throw
away assets which will further reduce creditor and shareholder
interests if a liquidation is required, according to Ms. Johnson.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Patton Boggs LLP represents the Debtors
as their bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.  ennis L. Roossien,
Jr., Esq., at Munsch Hardt Kopf & Harr P.C. in Dallas, Texas,
serve as the Debtors' Chapter 11 trustee.  The Company listed
between $100 million and $500 million each in assets and debts.


QUEBECOR WORLD: GE Capital Joint Leads $800 Mil. Exit Financing
---------------------------------------------------------------
GE Capital says it acted as co-agent on an $800 million exit
financing for the U.S. and Canadian businesses of Quebecor World
Inc., a worldwide leader in commercial printing. GE Capital
Markets and GE Capital Markets (Canada) Ltd. acted as joint-lead
arrangers.

The loan will be used to support the company's exit from
bankruptcy protection under both a Plan of Reorganization (under
Chapter 11 of the US Bankruptcy Code) and a Plan of Arrangement
(under Canada's Companies' Creditors Arrangement Act) by
refinancing the company's existing debtor in possession loans and
by providing liquidity to support the company's operations going
forward.

"The GE team worked closely with the company to co-arrange the
financing and provide the liquidity we required to successfully
restructure and exit from bankruptcy protection," said Jeremy
Roberts, CFO for Quebecor World Inc.

"Working with Quebecor World to help arrange and fund both the DIP
as well as one of the largest exit financings this year
demonstrates that well structured facilities of all sizes are
possible even in challenging market environments," said Rob
McMahon, managing director of GE Capital, Restructuring Finance.

"Our customers value the benefits of a lender who operates in both
the Canadian lending market, and the specialty lending markets
such as restructuring finance," said Patrick Palerme, President
and CEO of GE Capital in Canada. "For more than 20 years we've
been committed to supporting Canadian companies by providing them
with financing to help meet their business objectives."

In connection with Quebecor World's exit from creditor protection
on July 21, 2009 and as part of the implementation of the
Reorganization Plans, the names of the entities in the Company's
group are changed 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.

                         About GE Capital

With more than 20 offices throughout Canada, GE Capital --
http://www.gecapital.ca/-- in Canada is a leading provider of
financial and fleet management solutions to businesses operating
in a broad range of economic sectors, including construction,
transportation, energy, manufacturing and retail. The business'
customized solutions include asset based working capital and term
financing, cash flow financing, corporate aircraft, franchise and
fleet financing as well as financial solutions and services to
equipment manufacturers, fleet operators, distributors, dealers
and their end users.

GE Capital, Restructuring Finance --
http://www.gelending.com/clnews-- provides senior secured loans
to distressed companies supporting Chapter 11 filings, plan-of-
reorganizations and out-of-court restructurings.

GE Capital offers consumers and businesses around the globe an
array of financial products and services.  GE --
http://www.ge.com/-- is a diversified technology, media and
financial services company focused on solving some of the world's
toughest problems.

                       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.

On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Quebecor World has 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)


QUICKSILVER RESOURCES: Seeks Changes to Terms of 2024 Debentures
----------------------------------------------------------------
Quicksilver Resources Inc. launched a consent solicitation seeking
to amend the definition of "Designated Subsidiary" contained in
the indenture governing its 1.875% Convertible Subordinated
Debentures Due 2024 to provide Quicksilver with greater strategic
and operational flexibility, including greater flexibility to grow
and expand the operations of Quicksilver Gas Services Holdings
LLC, Quicksilver Gas Services LP, its general partner, Quicksilver
Gas Services GP LLC, and its subsidiaries.

Quicksilver is offering a consent fee of $5.00 per $1,000
principal amount of the 1.875% Convertible Subordinated Debentures
Due 2024, to holders of record at the close of business on
July 21, 2009, that validly provide their consent to the proposed
amendment by the expiration time of 5:00 p.m., New York City time
on July 31, 2009, unless extended.  Quicksilver's obligation to
accept consents and pay a consent fee to consenting holders is
subject to numerous conditions as set forth in the consent
solicitation statement.  No default or event of default currently
exists under the 1.875% Convertible Subordinated Debentures Due
2024.

BofA Merrill Lynch is acting as the sole solicitation agent for
the consent solicitation.  Global Bondholder Services is acting as
tabulation and information agent for the consent solicitation.

Questions concerning the terms of this solicitation should be
directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or
(980) 388-4603 (collect).  Requests for assistance in completing
the consent form or requests for additional copies of the consent
solicitation statement, the consent form or other related
documents may be directed to Global Bondholder Services
Corporation at 866-294-2200 (toll free), Banks and Brokers Call:
212-430-3774.

The identification numbers for the 1.875% Convertible Subordinated
Debentures Due 2024 are as follows -- CUSIP No. 74837RAB0,
74837RAA2 and ISIN No. US74837RAB06, US74837RAA23.

Under no circumstances should any holder tender or deliver any
debentures to Quicksilver, the trustee, the solicitation agent or
the tabulation and information agent at any time.

                    About Quicksilver Resources

Fort Worth, Texas-based Quicksilver Resources --
http://www.qrinc.com/-- is a natural gas and crude oil
exploration and production company engaged in the development and
acquisition of long-lived, unconventional natural gas reserves,
including coalbed methane, shale gas, and tight sands gas in North
America. The company has U.S. offices in Fort Worth, Texas; Glen
Rose, Texas and Cut Bank, Montana. Quicksilver's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                           *     *     *

As reported by the Troubled Company Reporter on June 25, 2009,
Standard & Poor's Ratings Services raised its long-term corporate
credit on Quicksilver Resources to 'B+' from 'B'.  At the same
time, S&P removed the rating from CreditWatch, where it had been
placed with positive implications on June 18, 2009.

The TCR said June 19, 2009, Moody's Investors Service assigned a
B2, LGD4 (67%) rating to Quicksilver Resources' proposed offering
of $425 million of senior unsecured notes.  Moody's also affirmed
the B1 Corporate Family Rating and Probability of Default Rating
and the B2, LGD4 (67% changed from 62%) ratings on the company's
existing senior secured second lien term loan and senior unsecured
notes ratings, and the B3, LGD6 (90% changed from 91%) senior
subordinated notes rating.  The Speculative Grade Liquidity Rating
is SGL-3 and the outlook remains negative.


RITE AID: GE Capital Joint Lead Arranger to $1-Billion Loan
-----------------------------------------------------------
GE Capital, Corporate Retail Finance, said it committed
$290 million of new money to a $1 billion asset-based revolving
line of credit for Rite Aid Corporation.  The loan will be used
for working capital purposes.  GE Capital Markets served as joint
lead arranger.

As reported by the Troubled Company Reporter on July 14, 2009, as
part of Rite Aid's refinancing of its September 2010 debt
maturities, on June 26, 2009, Rite Aid entered into a refinancing
amendment to its Amended and Restated Credit Agreement, dated as
of June 5, 2009.  Borrowings under the New Revolver bear interest,
at Rite Aid's option, at (a) an adjusted LIBOR rate with a floor
of 3.00% per annum, plus the New Revolver Margin or (b) the
greater of (x) Citibank's base rate with a 4.00% per annum base
rate floor and (y) the federal funds rate plus 0.50%, in each case
plus the New Revolver Margin.

The "New Revolver Margin" is 4.50% for LIBOR borrowings and 3.50%
for base rate borrowings, and following the second fiscal quarter
after the effective date of the New Revolver, can fluctuate
depending on the amount of revolver availability, as specified in
the Restated Credit Agreement as modified by the Amendment.

Rite Aid is required to pay fees on the daily unused amount of the
New Revolver in an amount per annum equal to 1.00% and, following
the second fiscal quarter after the effective date of the New
Revolver, in an amount per annum equal to 1.00% or 0.75% depending
on the amount of revolver availability.  The New Revolver will be
guaranteed by the same subsidiaries that guarantee Rite Aid's
senior secured credit facility and its 9.750% senior secured notes
due 2016.

The Subsidiary Guarantors also guarantee Rite Aid's outstanding
10.375% senior secured notes due 2016, 7.5% senior secured notes
due 2017, 8.625% senior notes due 2015, 9.375% senior notes due
2015 and 9.5% senior notes due 2017.  The New Revolver and the
guarantees thereof are secured by the same senior liens granted by
the Subsidiary Guarantors on the collateral that secures Rite
Aid's obligations under its senior secured credit facility and the
9.750% Notes.  The New Revolver has the same covenants and events
of default as the Restated Credit Agreement and the amounts drawn
on the New Revolver become due and payable in September 2012.

In connection with the establishment of the New Revolver, Rite Aid
will retire Rite Aid's existing revolving credit facility and pay
related fees and expenses.

A copy of Refinancing Amendment No. 2, dated June 26, 2009, is
available at no charge at http://ResearchArchives.com/t/s?3efc

Rite Aid notes that certain financial institutions and their
affiliates related to the transactions have performed investment
banking, commercial banking and advisory services for Rite Aid
from time to time for which they have received customary fees and
expenses.  Citigroup Global Markets Inc. acted as joint lead
arranger and joint book-runner, and an affiliate of Citigroup
Global Markets Inc. is the administrative agent and collateral
agent, under Rite Aid's senior secured credit facility, including
the New Revolver.  Banc of America Securities LLC acted as joint
lead arranger and joint book-runner, and an affiliate of Banc of
America Securities LLC is the syndication agent, under Rite Aid's
senior secured credit facility, including the New Revolver.
Wachovia Capital Markets, LLC, acted as joint lead arranger and
joint book-runner and an affiliate of Wachovia Capital Markets,
LLC, acted as co-documentation agent under the New Revolver.

Affiliates of the financial institutions are lenders under Rite
Aid's senior secured credit facility, including the New Revolver.
In connection with these roles, these financial institutions and
their respective affiliates each received customary fees.
Affiliates of one or more of the financial institutions are also
lenders under Rite Aid's existing revolving credit facility being
repaid in connection with the New Revolver.

"As a longstanding GE borrower, we value having a lender who
understands our business, has in-depth knowledge of the retail
sector and access to capital," said Frank Vitrano, CFO of Rite Aid
Corporation.  "GE showed its commitment throughout the loan
process ensuring we secured the liquidity we required."

"With deep experience and expertise in retail finance we're
comfortable making significant capital commitments to retail
customers," said Jim Hogan, managing director of GE Capital,
Corporate Retail Finance.  "Especially in this challenging market
environment, we're working closely with customers to provide
capital to help meet their business objectives."

GE Capital, Corporate Retail Finance --
http://www.gelending.com/clnews-- is a leading provider of senior
secured loans to retailers, primarily in the U.S., to support
working capital, growth, acquisitions and more.

GE Capital -- http://www.ge.com/-- offers consumers and
businesses around the globe an array of financial products and
services.

                    About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S. The company operates more than 4,900 stores in 31 states
and the District of Columbia.

                           *     *     *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.


ROBERT JOSHUA SCHOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Robert Joshua Schor
                  dba Sign Solutions of South Florida
                  aka R. J. Schor,Inc.
                  aka Sign Solutions
                  aka International Sign Solutions, Inc.
               Michelle Leah Schor
                  dba Sign Solutions of South Florida
               1481 NE 29th Street
               Pompano Beach, FL 33064

Bankruptcy Case No.: 09-24869

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtors' Counsel: John B. Culverhouse Sr., Esq.
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.com

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

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

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

     http://bankrupt.com/misc/flsb09-24869.pdf

The petition was signed by the Joint Debtors.


ROBERTO CASTELLANOS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Roberto C. Castellanos
               Maria M. Castellanos
               5206 St. Regis Place
               Orlando, FL 32812

Bankruptcy Case No.: 09-10471

Chapter 11 Petition Date: July 22, 2009

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

Debtors' Counsel: Aldo G. Bartolone Jr., Esq.
                  Bartolone Law Firm PA
                  1015 Maitland Center Commons Blvd, Suite 110
                  Maitland, FL 32751
                  Tel: (407) 671-3131
                  Fax: (407) 671-3132
                  Email: abartolone@bartolonelaw.com

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

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

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

     http://bankrupt.com/misc/flmb09-10471.pdf

The petition was signed by the Joint Debtors.


ROGER WAYNE CHEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Roger Wayne Chen
               Tasha Tamara Chen
               3734 SE Matanzas Street
               Stuart, FL 34996

Bankruptcy Case No.: 09-24968

Chapter 11 Petition Date: July 22, 2009

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

Judge: Paul G. Hyman, Jr.

Debtors' Counsel: Nadine V. White-Boyd, Esq.
                  11382 Prosperity Farms Rd # 230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Email: nwbbnk@bellsouth.net

Total Assets: $1,399,300

Total Debts: $1,549,321

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

     http://bankrupt.com/misc/flsb09-24968.pdf

The petition was signed by the Joint Debtors.


RONSON CORP: Has Deal to Sell Unit; Wells Fargo Moratorium Moved
----------------------------------------------------------------
Ronson Corporation executed a non-binding letter of intent to sell
substantially all of the assets of its wholly owned subsidiaries,
Ronson Consumer Products Corporation and Ronson Corporation of
Canada Ltd., as well as the related intellectual property owned by
Ronson Corporation, to a European manufacturer of pocket and
utility lighters.

Ronson Consumer Products manufactures and markets packaged fuels
and flints and lighters and torches.  Details and financial terms
are not being announced at this time pending negotiation of
definitive documentation, which is subject, among other things, to
the satisfactory completion of the purchaser's due diligence
review of Ronson Consumer Products.

In addition to definitive documentation, the consummation of the
transaction would be subject to final approval by the parties'
boards of directors and approval by the Company's shareholders,
receipt of required third-party consents and various other
customary conditions.

The Company also said its primary lender, Wells Fargo Bank,
National Association, has further extended its moratorium during
which the bank will not assert rights relating to existing events
of default through July 31, 2009, or such earlier date permitted
under the Company's agreement with the bank.  During the extended
moratorium, Wells Fargo will continue to provide advances under
the Company's revolving credit line, in amounts of up to
$2,500,000, in addition to an overadvance facility of $750,000.

Wells Fargo has further agreed to extend the moratorium and to
increase its overadvance facility if additional conditions are
satisfied relating to the divestiture of either the Company's
consumer products division or its aviation division.

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


SEMGROUP LP: May Now Send Plan to Creditors for Voting
------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware approved, on July 20, 2009, the
Disclosure Statement explaining SemGroup LP and its debtor
affiliates' Joint Plan of Reorganization, Martin A. Sosland,
Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, said in a
notice filed with the Court.

A signed order approving the Disclosure Statement is not yet
available in the Debtors' dockets.

In connection with the ruling, Judge Shannon made a finding on
the record that the Debtors have full organizational authority to
propose and prosecute the Plan and Disclosure Statement.

Prior to the July 20 Disclosure Statement Hearing, the Debtors
filed with the Court a Second Amended Plan and Disclosure
Statement.

The Second Amended Plan increases the expected total available
distributable value of the Debtors as of the Effective Date from
$2.246 billion to $2.3 billion composed of:

  -- $965 million in Cash,
  -- $300 million in Second Lien Term Loan Interests, and
  -- $1.035 million in New Common Stock and Warrants.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, said in a notice filed with the Court, that Judge
Shannon has approved the procedures governing the solicitation
and tabulating of votes for the Debtors' Joint Plan of
Reorganization.

A signed order approving the Disclosure Statement is not yet
available in the Debtors' dockets.

               Catsimatidis Group Settlement

A core addition in the Second Amended Plan is the settlement
agreement entered into among the Debtors, a group led by John
Catsimatidis, Terrence Ronan; SemGroup, G.P., L.L.C.; Bank of
America, N.A., as agent for the prepetition and postpetition
lenders; and the Official Committee of Unsecured Creditors.

The Catsimatidis Group is composed of Mr. Catsimatidis, Nelson
Happy, Myron L. Turfitt, James C. Hansel, United Refining Energy
Corp., and United Refining Company, who are members of the
management committee of non-debtor SemGroup G.P., L.L.C., the
sole general partner of SemGroup LP.

The Settlement Agreement will entirely resolve:

  (i) United Refining's complaint for declaratory judgment and
      for turnover of property pursuant to Section 542(b) of the
      Bankruptcy Code against Debtor SemMaterials, L.P.;

(ii) the Debtors' complaints, as amended, for breach of
      contract, declaratory judgment, breach of fiduciary duty,
      injunctive relief, and violation of the automatic stay
      against Messrs. Catsimatidis, Matthew Coughlin, III,
      Bring, Happy, Turfitt, and United Refining Energy Corp.;
      and Tulsa Energy Acquisitions, LLC; and

(iii) the Catsimatidis Group's complaint against Mr. Ronan for
      declaratory relief and breach of duty of loyalty.

As part of the agreement, Mr. Catsimatidis, and three other
members of the Management Committee of SemGroup's general partner
-- J. Nelson Happy, James Hansel, and Martin Bring -- will
withdraw their objection to the Debtors' Disclosure Statement and
will support the Debtors' Plan.  Additionally, Messrs.
Catsimatidis, Happy, Hansel, and Bring will resign from the
Management Committee effective as of the date of final judicial
approval of the settlement.

United Refining will purchase SemMaterials' interest in an
asphalt marketing joint venture for a one-time payment of
$3.9 million.  At the option of United Refining, the Vulcan Joint
Venture will either be dissolved or the Debtors will transfer
their interest in the Vulcan Joint Venture to an entity
designated by United Refining.  United Refining will notify the
Debtors on whether the Vulcan Joint Venture will be dissolved or
if the Debtors' interest will be transferred.  Dissolution or
transfer of the Debtors' interest in the Vulcan Joint Venture
will occur within 30 days of entry of the Settlement Agreement
Order.  If no notice is given and the Vulcan Settlement Amount
has been paid, the Vulcan Joint Venture will dissolve on the 30th
day.

Upon approval of the Settlement Agreement, the parties agree to
mutual releases.  The parties agree not to make or file any
further objections to the Debtors' Plan or Disclosure Statement.
If asked by the Debtors, the parties will publicly or in open
court state that they support the Plan.  Claims released will be
added to the release and exculpation provisions of the Plan.

If the Official Producers' Committee joins in support of the
Plan, then the Debtors will ask that the OPC exchange releases
with the Settling Defendants.

The Debtors stress that the Settlement Agreement resolves a
disputed issue at the core of the Debtors' reorganization -
whether the Debtors have authority to prosecute their Second
Amended Plan of Reorganization.  The Debtors insist that approval
of the Settlement Agreement will curtail multiple costly
litigations and allow them to channel their efforts and resources
to the plan confirmation process.

The settlement is subject to Bankruptcy Court approval, separate
from the Plan.  According to a notice of hearing agenda, hearing
on the settlement will be scheduled on a date to be determined by
the Court.

Matthew Coughlin is not a party to the settlement and will remain
a member of the Management Committee. SemGroup plans to pursue
its pending claims against Mr. Coughlin.

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

                     Claims Treatment

The Debtors also disclose in the Second Amended Plan that from
July 22, 2008, to June 19, 2009, approximately $104.2 million in
Professional Compensation and Reimbursement Claims have been
invoiced and $82.4 million in Professional Compensation and
Reimbursement Claims have been paid in connection with the
Chapter 11 cases.  The Debtors estimate that the accrued and
unpaid Professional Compensation and Reimbursement Claims to be
paid pursuant to the Plan as of the Effective Date will be
approximately $50 million.  Under the Plan, the Professional
Compensation and Reimbursement Claims will be paid in full.

On the Effective Date, the Debtors expect that the total amount
of outstanding Priority Tax Claims will be approximately
$5.5 million.  Under the Plan, the Priority Tax Claims will be
paid in full.

On the Effective Date, the Debtors expect that the Prepetition
Lenders will have approximately $1.070 billion of deficiency
claims, after taking into account Administrative Expense Claims,
Postpetition Financing Claims and Professional Compensation and
Reimbursement Claims, but prior to taking into account the
compromise and settlement reflected in the Plan.

Pursuant to the Disclosure Statement and Voting Procedures Order,
votes to approve or reject the Plan will be made by operators and
not interest, as the operators are the holders of General
Unsecured Claims as a result of their direct contractual
relationship with the Debtors.  Accordingly, the Debtors will
distribute any amounts allocated to those General Unsecured
Claims to those operators and not directly to any interest
owners.  Because there are currently no Allowed Producer Secured
Claims, Classes 53 through 69 will be deemed to reject the Plan.

                        Canadian Plans

SemCanada Energy, A.E. Sharp Ltd., and CEG Energy Options, Inc.,
will file a plan in the Court of Queen's Bench of Alberta, in the
Judicial District of Calgary, Canada, which plan will facilitate
the liquidations of their remaining assets and make distributions
to certain creditors, compromise certain claims, and relieve them
from their guarantee obligations to the Prepetition Lenders and
the holders of Senior Notes Claims.  Further, as part of the
plan, SemCanada Energy, A.E. Sharp, and CEG Energy will also
become subject to bankruptcy proceedings under Canada's
Bankruptcy and Insolvency Act.

SemCAMS ULC and SemCanada Nova Scotia will be submitting separate
plans of arrangement and reorganization in Canada.

                         Plan Support

The U.S. Term Lender Group, in addition to the Official Committee
of Unsecured Creditors, expressed support to the Plan.

The U.S. Term Lender Group is composed of ad hoc group of holders
of US Term Loans and Revolver Loans formed in July 2008 and
represented throughout the Chapter 11 Cases by Ropes & Gray LLP
and Saul Ewing LLP.  Under the Second Amended Plan, the Debtors
will pay the U.S. Term Lender Group a fee of up to $930,000 for
reasonable fees and expenses incurred from the Petition Date
through July 15, 2009, by Ropes & Gray LLP, Alvarez & Marsal,
Saul Ewing LLP, and Duff & Phelps.

A full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/semgroup2ndplan.pdf

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/semgroup2ndds.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)


SHELDON GOOD: Court Approves Asset Sale to Racebrook Marketing
--------------------------------------------------------------
Racebrook Marketing Concepts, LLC will acquire the assets of
Sheldon Good & Company pursuant to a sale approved Tuesday by the
United States Bankruptcy Court in the Southern District of New
York.  The new corporate structure will take effect on August 1,
2009, with the firm's headquarters to be relocated from Chicago to
New York City. John J. Cuticelli, Jr., a former Sheldon Good &
Company executive who established its New York office in 1989 and
ran it until 1991, will assume the position of CEO.  Oversight of
the company's operations will be assumed by the Racebrook
management team.

Mr. Cuticelli's company, Cuticelli Capital, provided Debtor in
Possession financing and was the "Stalking Horse Bidder" after
Sheldon Good & Company declared Chapter 11 bankruptcy in April.
Racebrook Marketing Concepts, a Racebrook portfolio company --
http://www.racebrook.com/-- is a wholly-owned subsidiary of
Cuticelli Capital.

Mr. Cuticelli indicated that he is looking forward to realizing
significant synergies created by adding Sheldon Good & Company's
capabilities to the Racebrook team and anticipates that emerging
real estate market conditions will provide substantial growth
opportunities in the upcoming years.

He commented, "Sheldon Good & Company is a real estate industry
pioneer and has a great brand name. I am looking forward to
working with the staff of Sheldon Good & Company to build on past
successes and create a bright future by introducing the
institutional quality management practices the company deserves."

New York-based Racebrook Capital, a private equity firm, was
originally founded by Mr. Cuticelli in 2004 as a portfolio company
of Warburg Pincus to capitalize on increasing prospects of
disintermediation in distressed debt and real estate capital
markets.  Through its affiliated companies, Racebrook invests
directly in troubled real estate ventures and also provides a
range of services to other investors active in distressed real
estate and capital markets . Together with the Racebrook
management team, Mr. Cuticelli has expanded the firm's core
disciplines into the asset backed securities arena, as an anchor
investor in TALF bonds, and has become a provider of Debtor in
Possession financing to real estate related entities in
bankruptcy.  Racebrook Capital and Sheldon Good & Company will
join forces and share regional offices in New York, Chicago and
San Francisco.

New York-based Sheldon Good & Company Auctions, Northeast, LLC,
founded in 1965, is a leading real estate auction marketing firm
with offices in Chicago, New York, Phoenix, and Denver.  The
Company has sold more than 45,000 U.S. and international
properties in more than 100 different asset classes and produced
more than $10 billion in sales.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 24, 2009 (Bankr. S.D.N.Y. Case No. 09-12535).
As reported in the Troubled Company Reporter on April 28, 2009,
The Company filed for bankruptcy to remedy the effects of improper
actions taken by its former chairperson, Steven Good.  These
improprieties, which left the Company with a shortage of reserves
in the face of the current economic downturn, came to light
following his death in January 2009.  Heidi J. Sorvino, Esq., at
Smith, Gambrell & Russell, LLP, assists the Debtors in their
restructuring efforts.  Sheldon Good listed up to $50,000 in
assets and $500,001 to $1,000,000 in liabilities.


SIX FLAGS: Court Approves Richards Layton As Counsel
----------------------------------------------------
Six Flags Inc. and its affiliates obtained the Bankruptcy Court's
authority to employ Richards, Layton & Finger, P.A., as local
bankruptcy co-counsel effective nunc pro tunc to the Petition
Date.

The Debtors, pursuant to Rule 9010-1(c) of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware, are required to employ a
local Delaware counsel.

As co-counsel, RL&F will:

  (a) advise the Debtors of their rights, powers and duties
      as debtors and debtors-in-possession;

  (b) take all necessary action to protect and preserve the
      Debtors' estates, 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;

  (c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors'
      estates; and

  (d) perform all other necessary legal services in
      connection with the Bankruptcy Cases.

The Debtors will pay RL&F on hourly basis.  Between May 6, 2009,
and the Petition Date, the Debtors paid RL&F $246,843 as initial
retainer and to cover fees and expenses actually incurred prior
to the Petition Date.  The Debtors propose that any Retainer
monies paid to RL&F and not expended for prepetition services and
disbursements be treated as an evergreen retainer to be held by
RL&F as security throughout the Bankruptcy Cases until RL&F's
fees and expenses are awarded by final order and are then payable
to RL&F.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current hourly rates are:

  Professional                        Hourly Rate
  ------------                        -----------
  Daniel J. DeFranceshi                      $550
  L. Katherine Good                           275
  Zachary I. Shapiro                          245
  Barbara Witters                             185

The Debtors will also reimburse RL&F for its expenses incurred in
connection with the Debtors' cases, including secretarial,
travel, "working meals" and other expenses.

Daniel J. DeFranceshi, Esq., a director of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, assures the Court that his
firm neither holds nor represents any interest adverse to the
Debtors or their estates in matters on which RL&F is to be
employed.  Further, he assures the Court that RL&F is a
"disinterested person" s that term is defined in Section 101(14)
as modified by Section 1107(b) of the Bankruptcy Code.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Gets Court Nod to Employ Paul Hastings As Counsel
------------------------------------------------------------
Pursuant to Sections 327(a) and 329(a) of the Bankruptcy Code,
Six Flags Inc. and its affiliates obtained the Court's authority
to employ the law firm Paul, Hastings, Janofsky & Walker LLP, as
counsel nunc pro tunc to the Petition Date.

Jeffrey R. Speed, Six Flags, Inc.'s executive vice president and
chief operating officer, relates that Paul Hastings is familiar
with the Debtors.  In connection with various prepetition
matters, Paul Hastings' professional have worked closely with the
Debtors' management and other professional and, as a result, have
become well acquainted with the Debtors' history, operations,
capital structure and related matters, Mr. Speed says.
Accordingly, the firm has developed substantial knowledge
regarding the Debtors that will result in effective and efficient
services in the Debtors' bankruptcy cases.

As counsel, Paul Hastings will:

  (a) advise the Debtors of their rights, powers and duties as
      Debtors and debtors-in-possession while operating and
      managing their businesses and properties under Chapter 11
      of the Bankruptcy Code;

  (b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents and
      reviewing all financial and other reports to be filed in
      the Bankruptcy Cases;

  (c) advise the Debtors concerning, and preparing responses
      to applications, motions, other pleadings, notices and
      other papers that may be filed by other parties in these
      Bankruptcy Cases;

  (d) advise the Debtors with respect to, and assist in the
      negotiation and documentation of, financing agreements and
      related transactions;

  (e) review the nature and validity of any liens asserted
      against the Debtors' property and advising the Debtors
      concerning the enforceability of liens;

  (f) advise the Debtors regarding their ability to
      initiate actions to collect and recover property for the
      benefit of their estates;

  (g) advise and assist the Debtors in connection with any
      potential property dispositions;

  (h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments, and rejections,
      as well as lease restructurings and re-characterizations;

  (i) advise the Debtors in connection with the formulation,
      negotiation, and promulgation of a plans of reorganization
      and related transactional documents;

  (j) assist the Debtors in connection in reviewing,
      estimating, and resolve claims asserted against the
      Debtors' estates;

  (k) commence and conduct litigation necessary and
      appropriate to assert rights held by the Debtors, protect
      assets of the Debtors' Chapter 11 estates, or otherwise
      further the goal of completing the Debtors;' successful
      reorganization; and

  (l) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors.

The Debtors will pay Paul Hastings on their hourly rates and
reimburse the firm of its actual and necessary out-of-pocket
expenses in connection of the representation of the Debtors in
these cases.  Paul Hastings' professionals and paraprofessionals
expected to be most active in these cases include:

  Professional                    Position       Hourly rate
  ------------                    --------       -----------
  Paul E. Harner, Esq.            Partner               $950
  Steven T. Catlett, Esq.         Partner                775
  Christian M. Auty, Esq.         Associate              515
  Mary T. Weber, Esq.             Associate              475
  Emily N. Dillingham, Esq.       Associate              425
  Michael T. Stefanelli, Esq.     Associate              425
  Ravi P. Pillay, Esq.            Associate              375
  Ruth P. Rosen                   Paralegal              320

Paul E. Harner, Esq., a member of Paul, Hastings, Janofsky &
Walker LLP, in Chicago, Illinois, assures the Court that his firm
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: In Talks With Lenders to Amend Credit Agreement
----------------------------------------------------------
Six Flags, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that it is in talks with JP
Morgan Chase Bank, N.A., and a consortium of lenders regarding a
proposed amendment to Six Flags' credit agreement dated May 25,
2007.

JP Morgan is the administrative agent in the May 2007 Credit
Agreement, which is composed of a term loan facility and a
revolving facility.  Six Flags and its affiliates, Six Flags
Operations Inc., Six Flags Theme Parks Inc., are the primary
borrowers.

The Proposed Amendment, if effected, would, among other things,
allocate payments from certain events and circumstances like free
cash flow prepayments, asset dispositions, and certain future
debt issuances ratably among the lenders under the term loan
facility and the lenders under the revolving credit facilities
and would provide the Term Lenders with the protections of a
senior secured leverage covenant on the same terms as are
presently afforded to the Revolving Lenders.

Six Flags said it has agreed to support the Proposed Amendment in
connection with a support agreement, dated June 13, 2009, entered
into among the Company, SFO, SPTP, certain of SFTP's domestic
subsidiaries and certain Lenders.  Each of the Supporting Lenders
entered into the Support Agreement with respect to the claim
amount designated for the Supporting Lender therein, which claim
amounts represented, in the aggregate, as of June 13, 2009,
approximately 50% of the aggregate amount of claims under the
Credit Agreement.

The terms and conditions of the Proposed Amendment have not been
finalized by the Lenders, and will require the approval of Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware prior to becoming effective.

A full-text copy of the proposed Amended Credit Agreement is
available for free at http://ResearchArchives.com/t/s?3f93

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Proposes KPMG LLP as Auditors
----------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code and Rule
2014(a) of the Federal Rules of Bankruptcy Procedure, Six Flags
Inc. and its affiliates seek the Court's authority to employ the
KPMG LLP, as auditors effective nunc pro tunc as of the Petition
Date.

According to L. Katherine Good, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors have selected
KPMG as their auditors because of the firm's diverse experience
and extensive knowledge in the fields of accounting, taxation,
operational controls for large sophisticated companies both in as
well as outside of Chapter 11.

The Debtors have employed KPMG for the last 15 years.  By virtue
of its prior engagements, KPMG is familiar with the books,
records, financial information and other data maintained by the
Debtors and is qualified to continue to provide audit services to
the Debtors, Ms. Good asserts.

The Debtors anticipate KPMG to:

(a) Audit of the Debtors' consolidated balance sheets as of
     December 31, 2009, and 2008 and the related consolidated
     statements of operations, stockholders' equity, and
     comprehensive income, and cash flows for each of the years
     in the three-year period ended December 31, 2009, and the
     audit of internal control over the financial reporting of
     December 31, 2009;

(b) Quarterly review procedures for the quarters ended June 30,
     2009, September 30, 2009, March 31, 2010, June 30, 2010,
     and September 30, 2010;

(c) Report regarding Debt Compliance Letters; and

(d) Provide other consulting, advice, research, planning, and
     analysis regarding audit services as maybe necessary,
     desirable or requested from time to time.

The Debtors propose to pay KPMG based on KPMG's reduced hourly
rates plus reimbursement of necessary, reasonable out-of-pocket
expenses.  KPMG's hourly rates are:

Professional         Specialty                      Hourly Rate
------------         ---------                      -----------
Partners             Audit                                 $425
Partners             Tax, IT & other specialist       $425-$560

Senior Managers      Audit                                 $350
Senior Managers      Tax, IT & other specialist       $350-$480

Managers             Audit                                 $290
Managers             Tax, IT & other specialist       $290-$390

Senior Associates    Audit                                 $229
Senior Associates    Tax, IT & other specialist       $215-$290

Associates           Audit                            $107-$137
Associates           Tax, IT & other specialist       $137-$244

Para Professionals                                          $60

The Debtors have paid KPMG more than $1,541,400 for prepetition
fees and reimbursable expenses.  Upon the request of the U.S.
Trustee, KMPG will provide and accounting of:

(a) total fees incurred prepetition for services rendered;
(b) total amounts reimbursed for necessary expenses
     prepetition; and
(c) total payments by the Debtors prepetition.

Keith J. Schwartz, a partner of KPMG LLP, assures the Court that
KPMG is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Stipulation on Cash Collateral Use Approved on Interim
-----------------------------------------------------------------
Judge Christopher Sontchi approved, on an interim basis, a
stipulation entered into between Six Flags Inc. and its
affiliates, the Lenders, and JP Morgan Chase Bank, N.A., as
administrative agent for the Lenders, on the one hand, and Credit
Suisse Cayman Islands Branch and Lehman Commercial Paper Inc., as
co-syndication agents, on the other hand, authorizing the Debtors
to use the cash securing their prepetition indebtedness during the
period from the Petition Date through and including July 29, 2009.

The Cash Collateral will be used for general corporate purposes
and costs and expenses related to the Debtors Chapter 11 cases in
accordance with a 13-Week Budget, a full-text copy of which is
available for free at:

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

Judge Sontchi directed the Debtors to immediately pay, as
adequate protection, (i) all accrued and unpaid interest on all
the Prepetition Obligations and letter of credit fees at the non-
default contract rates provided for in the loan documents, and
(ii) all other accrued and unpaid fees and disbursements owing to
the Administrative Agent under the Loan Documents and incurred
prior to the Petition Date.

Judge Sontchi also directed the Debtors, starting July 1, 2009,
and on the first business day of each month thereafter, to pay as
adequate protection all accrued but unpaid interest on the
Prepetition Obligations at the non-default LIBOR-based rate, with
default interest to accrue on the outstanding Prepetition
Obligations, and immediately pay letter of credit and agency,
administrative, and other fees as and when due, all at the non-
default contract rates provided for in the Loan Documents.

Judge Sontchi directed the Debtors, as further adequate
protection, to provide the Administrative Agent these reports,
among others:

  (i) all copies of financial reports;

(ii) a proposed budget covering a subsequently agreed upon
      period not later than 15 days prior to the last day
      covered by the Budget;

(iii) a 13-week rolling cash flow projections;

(iv) a weekly statement showing the ending cash balance on a
      consolidated basis for the prior week and the revenue for
      the prior week;

  (v) financial statements for the Debtors and non-Debtor
      subsidiaries;

(vi) monthly performance report detailing the attendance and
      revenue of each park

The salient terms of the stipulation are:

(1) The Debtors acknowledge and agree that as of the Petition
     Date, that they were liable to the Lenders under the Credit
     Agreement and certain interest rate protection arrangements
     (i) approximately $1,100,000,000 plus additional amounts in
     respect of accrued but unpaid interest, fees and other
     charges,  plus (ii) approximately $20,000,000 in respect of
     the Debtors' obligations in respect of interest rate
     protection arrangements, plus (iii) approximately
     $30,000,000 on account of the Debtors' obligations with
     respect to letters of credit issued pursuant to the Credit
     Agreement which remained outstanding as of the Petition
     Date.

(2) The prepetition obligations are secured by perfected first
     priority liens and security interests upon substantially
     all of the assets and property of the Debtors.

(3) The Debtors acknowledge and agree that certain cash of the
     Debtors, including cash on deposit in accounts maintained
     with any Lender affiliate, constitute Prepetition
     Collateral or the proceeds of the Prepetition Collateral
     and, thus, is the Cash Collateral of the Lenders within
     the meaning of Section 363(a) of the Bankruptcy Code.

(4) The Administrative Agent does not consent to the use by the
     Debtors of the Prepetition Collateral, including the Cash
     Collateral, except on the terms of this Interim Order or
     other order that may be entered by the Court with the
     Administrative Agent's consent.

(5) The Lenders are entitled to adequate protection, pursuant
     to Sections 361 and 363(e) of the Bankruptcy Code,
     including the imposition of the automatic stay.

On July 7, 2009, the Court issued another stipulation and interim
order authorizing the Debtors to use the Cash Collateral.  Unlike
the previous interim order which only required the Debtors to
submit a proposed 13-week budget to the Administrative Agent for
concurrence, while the new interim order directed the Debtors to
file a Motion for the approval of their 13-week budget.  The
Court later vacated the latter order on June 8 for undisclosed
reasons.

                 Court Issues 2nd Interim Order

On July 13, the Court has issued a second interim order
reaffirming the terms of the stipulation and overruling on their
merits all objections that have not been previously resolved or
withdrawn, or to the extent applicable, deferred until the
hearing on the Final Order.

Judge Sontchi ruled that:

  -- The cost of Carve-out must not exceed $5,000 in the
     aggregate, plus Professional Fees and Disbursements
     previously incurred prior to the occurrence of an Event of
     Default.

  -- The costs and administrative expenses of any action for
     preferences, fraudulent conveyances, other avoidance power
     claims or any other claims or causes of action against the
     Administrative Agent or the Lenders must not exceed
     $150,000.

  -- Replacement Liens granted pursuant to the Second Interim
     Order will not be (i) subject to any lien that is avoided
     and preserved for the benefit of the Debtors' estates or
     (ii) subordinated to or made pari passu with any other lien
     other than the Permitted Lien,

  -- The Administrative Agent's consent to the use of Cash
     Collateral will terminate on July 29, 2009, if the
     Final Order has not been entered on or before this date.

A full-text copy of the Court's Second Interim Order is available
for free at http://bankrupt.com/misc/SixF_cashcoll_2ndInt_ord.pdf

               Creditors' Committee Objects

The Official Committee of Unsecured Creditors objects to the
Debtors' Cash Collateral Motion and asks the Court to address its
concerns.

Under the Stipulation and Interim Order, the Debtors' right to
use Cash Collateral will terminate upon the occurrence of a
"Termination Event" under a "Lock-Up Agreement".  The Creditors'
Committee notes that the Lock-Up Agreement locks the Debtors into
a tight time frame by which they must file and achieve
confirmation of a plan of reorganization supported by the Lenders
and under which substantially all of the value in the Debtors'
estates would go to the Lenders.  If the Debtors do not proceed
in a lockstep towards confirmation of the plan, a Termination
Event will occur and they lose their consensual right to use Cash
Collateral.

Laura Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones in
Wilmington, Delaware, tells the Court that the Creditors'
Committee has been seriously concerned regarding several aspects
of the Cash Collateral Motion and the Interim Order including:

* Financial projections were not provided with the 13-week
   budget.  Without this information, it is impossible for the
   Creditors' Committee's financial advisors to determine
   whether or not these covenants will force an early
   termination of these cases for the Lenders' benefit.

* The "adequate protection payments" equal to postpetition
   interest to the Lenders should be conditioned on the Debtors
   maintaining certain minimum levels of liquidity, over and
   above the cash balances required under the covenants in the
   Interim Order.

* The final Cash Collateral Order should also make clear that
   (i) the Lenders' prepetition liens did not extend to the bulk
   of the Debtors' cash as of the Petition Date, and (ii) do not
   extend to the additional cash that will build up as a result
   of the operation of the Debtors' business after the Petition
   Date.

* Any Order granting relief sought in the Cash Collateral
   Motion should include the customary procedures for the
   Creditors' Committee and the U.S. Trustee's Office to review
   the reasonableness of the professional fees payable to the
   Agent's counsel and financial advisors.

* The proposed final Cash Collateral order contains a waiver of
   all collateral surcharge rights under Section 506(c) of the
   Bankruptcy Code even though the Debtors did not provide
   notice of their intent to request that provision in the Cash
   Collateral Motion, and notwithstanding the negative impact
   the waiver may have on unsecured creditors.

                       Avenue Capital Issues

The Debtors argue that giving Avenue Capital Management II L.P.
the entitlement to current fee reimbursement that it seeks would
be particularly inappropriate as Avenue Capital is but one of
many members of the senior secured lending group.  Reimbursing
Avenue would unfairly and unreasonably privilege Avenue Capital
among the senior secured lenders, the Debtors assert.  J.P.
Morgan Chase Bank, N.A., in its capacity as administrative agent
under the Second Amended and Restated Credit Agreement, joins in
the Debtors' response.

Avenue Capital maintains that it is entitled to the payment of
its postpetition legal fees and expenses as the Court ruled
during the June 23, 2009 interim hearing.  Avenue Capital further
stresses that the Court's ruling is entirely consistent with the
Credit Agreement.

In a separate filing, Avenue Capital asks the Court to deny the
Debtors' request for a final order authorizing the Debtors to
modify the Cash Collateral Budget without further Court order
complaining that that request is not consistent with the Court's
ruling at the First Interim Order.

Avenue Capital's counsel, Michael D. DeBaecke, Esq., at Blank
Rome LLP, in Wilmington, Delaware, reminds the Court of the
ruling on the First Interim Hearing that any modification to the
budget will have to be approved by the Court, and that parties
must be given a full and fair opportunity to be heard in court
regarding any modification.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: U.S. Trustee Objects to Terms of Houlihan Engagement
----------------------------------------------------------------
Acting United States Trustee for Region 3, Roberta A. DeAngeles,
asks the Court to deny the Debtors' application to employ
Houlihan Lokey Howard & Zukin Capital, Inc., as Financial
Advisors and Investment Bankers, complaining that the Debtors'
application does not disclose "the typical fee structure" for
either HLHZ or other financial advisory and investment banking
firms.

Further, Ms. DeAngeles stresses that without an evidentiary
record establishing that HLHZ's proposed fees are consistent with
the fees customarily charged by HLHZ and other financial advisory
and investment firms for similar services, the Debtors and HLHZ
cannot meet their burden of establishing that HLHZ's proposed
fees are reasonable.

The Debtors selected Houlihan Lokey as their investment banker
and financial advisor based on, among other things, (a) the
Debtors' need to retain an investment banking and financial
advisory firm to provide advice with respect to the
restructuring, and (b) the firm's extensive experience and
excellent reputation in providing investment banking and
financial advisory services in complex Chapter 11 cases.

As financial advisor and investment banker, Houlihan Lokey will:

  (a) assist the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials in an effort to enable the consummation of any
      Transactions;

  (b) evaluate indications of interest and proposals regarding
      any Transactions from current or potential lenders, equity
      investors, acquirers or strategic partners;

  (c) assist the Debtors with the development, structuring
      and implementation of any Transaction, including
      participating as a representative of the Debtors in
      meetings with creditors and other parties involved in any
      transactions;

  (d) assist the Debtors in valuing the Debtors' assets and
      operations;

  (e) provide expert advice and testimony regarding financial
      matters related to any Transactions;

  (f) advise and attend meetings of the Debtors' Board of
      Directors, creditor groups, official constituencies and
      other interested parties; and

  (g) provide other financial advisory and investment banking
      services as maybe agreed upon by Houlihan Lokey and the
      Debtors.

The Debtors will pay Houlihan Lokey on these terms:

  (a) a Monthly Fee of $200,000, wherein 50% of each Monthly Fee
      earned and received by Houlihan Lokey following the sixth
      month will be credited against the Restructuring
      Transaction Fee;

  (b) reimbursement of all reasonable out-of-pocket expenses,
      including (i) reasonable fees of Houlihan Lokey's counsel,
      and (ii) reasonable disbursements of Houlihan Lokey's
      documented travel expenses, duplicating charges, computer
      charges, messenger services and long-distance telephone
      calls;

  (c) upon the date of confirmation of a plan of reorganization,
      a Restructuring Fee equal to $7,500,000.

The Debtors propose that all compensation due to Houlihan Lokey
and all expenses the firm incurs will not be subjected to the
standard review.  Furthermore, the Debtors ask the Court to
modify the requirements of Rule 2016-2(d) of the Local Delaware
Bankruptcy Rules due to the nature of Houlihan Lokey's engagement
and its compensation structure.  Houlihan Lokey submits that
payment of its fees, including the Monthly Fees and the
Transaction Fee, if any, on a fixed-rate basis, is customary in
the investment banking and financial advisory services industry,
thus, submission of detailed time entries pursuant to Local Rule
2016-(2)(d) is unnecessary.

Pursuant to a Letter Agreement memorializing Houlihan Lokey's
engagement, the Debtors agree to indemnify and hold harmless the
firm and its representatives and advisors from any claims or
liabilities arising out of its role as the financial advisor and
investment banker to the Debtors.

As of the Petition Date, the Debtors have paid Houlihan Lokey
$1,538,743 for prepetition fees and reimbursable expenses.  On or
before July 3, 2009, Houlihan Lokey will provide an accounting of
the total payments it received from the Debtors prepetition.

A full-text copy of the Letter Agreement between the Debtors and
Houlihan Lokey is available for free at:

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

David R. Hilty, managing director of Houlihan Lokey Howard &
Zukin Capital, Inc., assures the Court that his firm does not
hold or represent any interest materially adverse to the Debtors
in the matters for which the firm is retained.  Further, he
states that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and is
otherwise qualified to represent the Debtors as their financial
advisors under Sections 327(a) and 329(a).

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SOLUTIA INC: To Release 2nd Quarter 2009 Results on July 27
-----------------------------------------------------------
Solutia Inc. (NYSE: SOA) announced it will issue financial results
for the second quarter of 2009 on Monday, July 27, 2009, after the
market closes.  The company will then hold a conference call at 9
a.m. Central Time (10 a.m. Eastern Time) on Tuesday, July 28,
2009, during which Solutia executives will elaborate upon the
company's second quarter 2009 financial results.

A live Webcast of the conference call and slides will be available
through the Investors section of http://www.solutia.comThe phone
number for the call is 888-713-4205 (U.S.) or 617-213-4862
(International), and the pass code is 12444176.  Participants are
encouraged to dial in 10 minutes early, and also may pre-register
for the event at
https://www.theconferencingservice.com/prereg/key.process?key=PLU
RAMTHC  Pre-registrants will be issued a pin number to use when
dialing into the live call that will provide quick access to the
conference by bypassing the operator upon connection.  A replay
of the event will be available through http://www.solutia.comfor
two weeks or by calling 888-286-8010 (U.S.) or 617-801-6888
(International) and entering the pass code 24445015.
agree to dismiss the Appeal.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


STARWOOD HOTELS: Ownership of St. Regis Transferred to Citi
-----------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., said The St. Regis
Monarch Beach resort will continue to operate business as usual
following a consensual transfer by its owner to Citi, the lender,
which now owns the 400-room hotel.

In a statement issued, Citi affirmed that the St. Regis brand will
continue to manage the hotel and said, "The acquisition will have
no impact on the hotel, golf club or beach club, which will
continue to operate at the highest standards of service seamlessly
and without interruption for guests and employees."

California's only five star, five diamond resort, The St. Regis
Monarch Beach opened in 2001 and quickly established itself as the
state's premier luxury hotel host to high profile events,
tastemakers and global travelers.  Citi and St. Regis are
communicating to the community, associates, guests and meeting
planners that the change in ownership will not impact hotel
operations.

"The St. Regis won't skip a beat in providing the bespoke
signature services that have made the property one of the most
exclusive resorts in North America," said Johnny So, General
Manager of the St. Regis Monarch Beach Resort.  "We remain
committed to providing our guests with a flawless experience at
every turn, and we are proud, that despite the challenging
economic times, the St. Regis Monarch Beach continues to gain
market share and is outperforming its competitive set."

St. Regis Monarch Beach and Resort is fully operational, including
its popular destination bars as well as award-winning restaurants
and Spas - Club 19, Stonehill tavern, Motif Restaurant, and Spa
Gaucin.

                About St. Regis Hotels & Resorts

Founded by John Jacob Astor IV, with the opening of the first St.
Regis Hotel in New York City over a century ago, The St. Regis
brand of hotels -- http://www.stregis.com/-- is known for its
unique luxury dimension, customized service and refined elegance,
in the best destinations worldwide.  Plans for this brand to
globally continue its legacy include long-awaited St. Regis
properties in Bahia Beach, Puerto Rico, Bal Harbour, Deer Crest
and Hawaii in the US, and on the exclusive island of Bermuda.  In
Latin America St. Regis plans to unveil new hotels and resorts in
Buenos Aires, Kanai Riviera, and Mexico City.  St. Regis has also
announced plans to open properties in Bangkok, Chengdu, Kuala
Lumpur, Lhasa, Nanjing, Osaka, Sanya Yalong Bay and Tianjin.  In
Africa and the Middle East, the St. Regis brand will continue to
expand in Abu Dhabi, Cairo, Doha, and Mauritius.  The distinctive
trait of the St. Regis experience is customized service and
attention, coveted locations and luxurious design.

                      About Starwood Hotels

Starwood Hotels & Resorts Worldwide, Inc., headquartered in White
Plains, New York, is a leading hotel company with approximately
900 properties in more than 100 countries.

                           *     *     *

As reported by the Troubled Company Reporter Standard & Poor's
Ratings Services on April 30, 2009, assigned its 'BB' rating to
Starwood Hotels & Resorts Worldwide's proposed $500 million senior
notes issue due 2014.  In addition, S&P assigned S&P's '3'
recovery rating to the notes, indicating S&P's expectation of
meaningful (50% to 70%) recovery for noteholders in the event of a
payment default.  S&P expects the company to use the notes
proceeds to repay revolver balances.  S&P's corporate credit
rating on Starwood is 'BB' and the rating outlook is stable.  S&P
believes that credit measures will likely be sustained at levels
appropriate for the 'BB' rating over the intermediate term.

On May 4, the TCR said Moody's Investors Service assigned a Ba1
rating to Starwood Hotels's new $500 million senior unsecured
notes.  Moody's affirmed Starwood's Ba1 Corporate Family rating
and Ba1 Probability of Default rating.  Moody's also upgraded
Starwood's Speculative Grade Liquidity rating to SGL-2.  The note
proceeds will be used to reduce borrowings under the company's
revolving credit facility.


STEPHEN BALDWIN: Staves Off Foreclosure Through Chapter 11 Filing
-----------------------------------------------------------------
The Deal reports that Stephen Baldwin and his wife, Kennya, filed
for Chapter 11 to stave off mortgage foreclosure efforts a day
after a public sale had been set.

Lohud.com says that a public auction on Mr. Baldwin's foreclosed
Upper Grandview home had been first set for June 24, but was
pushed back to July 22 at the Rockland County Courthouse in New
City at the behest of the Debtor.  Donna Marie Jendritza at Litton
Loan Servicing, the company managing the mortgage, said that Mr.
Baldwin was seeking options on paying back his defaulted mortgage,
according to Lohud.com.  Mr. Baldwin bought the 1.4-acre home in
1997 for $515,000 and owed Bankers Trust Co. about $824,000 for
the mortgage.

Mr. Baldwin's publicist, Brad Taylor, told People.com in June that
Mr. Baldwin is "going through a legal situation regarding his
mortgage" and that no auction would be happening.

SFGate.com relates that Mr. Baldwin denied that his house was
going to be auctioned off, insisting that he was simply
"renegotiating" his mortgage.

Actor Stephen Baldwin is known for films like "The Usual Suspects"
and recently appeared on the reality television show "I'm a
Celebrity Get Me Out of Here."  He is the youngest of the acting
Baldwin brothers, which include Alec.  He and his wife Kennya
lives in Upper Grandview, New York.

Mr. Baldwin and his wife filed for Chapter 11 bankruptcy
protection on July 21, 2009 (Bankr. S.D. N.Y. Case No. 09-23296).
Bruce Weiner, Esq., at Rosenberg, Musso & Weiner, LLP, assists the
Debtors in their restructuring efforts.  The Debtors listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.


STONERIDGE INC: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B+'
corporate credit rating on Warren, Ohio-based Stoneridge Inc. and
removed it from CreditWatch with negative implications, where it
had been placed on April 30, 2009.  The outlook is negative.

"The rating affirmation reflects S&P's assumption that the
company's diversified revenue base, lack of near-term maturities,
cash balances, and bank facility availability will keep liquidity
adequate despite cash use in 2009," said Standard & Poor's credit
analyst Lawrence Orlowski.  "Still, S&P expects Stoneridge's
credit ratios to fall below the minimum assumed credit ratios for
the ratings in 2009 as automotive and commercial truck production
in North America and Europe remains weak," he continued.

The ratings on Stoneridge reflect S&P's view of its vulnerable
business risk profile and aggressive financial risk profile.
According to S&P's assumptions, Stoneridge's leverage would move
into double digits for 2009, significantly exceeding S&P's
leverage expectations of 3.5x to 4x for the rating.  S&P expects
EBITDA interest coverage to be below 1.0x, which is outside S&P's
targeted 2.5x to 3.0x range.  Nevertheless, S&P believes the
company's liquidity is adequate and that credit measures will move
back in line with S&P's expectations for the current rating in
2010.

Stoneridge makes electrical and electronic components and systems
for the light- and commercial-vehicle markets in North America
(74%) and the rest of the world (26%).  Its products work with the
vehicle's mechanical and electrical systems to activate equipment
or to display and monitor vehicle performance.  The company has
two reportable segments: electronics (66%) and control devices
(34%).

The vulnerable business risk profile reflects the highly
competitive and cyclical character of Stoneridge's end markets,
combined with the company's relatively small scope and scale.
Together, S&P believes these factors limit the company's ability
to mitigate adverse business, financial, or economic conditions.
In addition, Stoneridge's customer base is somewhat concentrated;
the largest single customer, Navistar International Corp.,
provided about 26% of revenue in 2008.  The Michigan-based
automakers, whose production has fallen off steeply during 2009,
account for roughly 20% of revenues and a majority of the
company's North American light-vehicle-related business.

Credit measures have worsened.  First-quarter production volumes
were the lowest in six years.  The company indicated it is taking
actions beyond the restructuring initiatives completed in 2008 to
reduce its cost structure and manage liquidity.  In Europe, it is
reducing staff and adjusting work weeks to match demand.  The
company also indicated it has reduced design and development
expenses with respect to delayed customer projects, but not at the
expense of future growth programs.  SG&A expenses have come down
as well.  The company indicated that to date, the overall cost
structure has decreased by an annual run rate of $80 million to
$90 million.

S&P views the company's liquidity as adequate for near-term needs,
based on cash and bank facility availability.

The negative outlook reflects the very weak outlook for automotive
and commercial-truck demand.  S&P could lower the rating if
revenue declines or margin deterioration exceeded S&P's current
expectations, leading the company to report greater-than-expected
negative free operating cash flow in 2009 and thereby putting
pressure on liquidity.  For instance, if S&P thought cash use
would exceed $40 million in 2009, S&P could review the rating.

S&P could consider revising its outlook to stable if auto demand
showed a sustained rebound, leading to an improvement in revenue
and margin expansion that, in turn, substantially boosted credit
quality.  Also, S&P could revisit its ratings if it appeared that
leverage would fall below 4x or if EBITDA interest coverage would
rise above 2.5x for a sustained basis through 2010.


SUN PRODUCTS: Moody's Upgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded The Sun Products Corporation's
corporate family and probability of default ratings to B1,
upgraded the company's senior secured credit facilities to Ba2
from Ba3 and upgraded the second lien term loan to B2 from B3.
The rating outlook is stable.  The upgrade is largely supported by
the satisfactory performance of the assets acquired from Unilever
relative to Moody's expectations.  At the time of the transaction,
which was concluded in the fourth quarter of 2008, reported
financials for the relatively sizable acquisition by Sun Products
(Huish Detergents, at the time) were not available.

In addition, Moody's notes the attractive EBITDA profit margins
and good free cash flow generation also support the upgrade to B1.
The current environment continues to drive revenues for the
company's private label brands and, importantly, laundry products
are largely considered non-discretionary.  While operating
performance reflects a relatively smooth integration process, some
of the brands that are associated with the Unilever portfolio
appear to still be languishing thus some pressure is likely to
remain on marketing expenses as the company invests in this
segment.

These ratings have been upgraded:

  -- Corporate family rating upgraded to B1 from B2;

  -- Probability of default rating upgraded to B1 from B2;

  -- $125 million senior secured revolving credit due 2013
     upgraded to Ba2 (LGD2, 26%) from Ba3;

  -- $825 million first lien term loan due 2014 upgraded to Ba2
     (LGD2, 26%) from Ba3; and

  -- $225 million second lien term loan due 2014 upgraded to B2
     (LGD4, 62%) from B3;

The rating outlook is stable.

Moody's last rating action was on September 16, 2008 when Moody's
concluded Sun Products' review for possible upgrade, confirmed
existing ratings and changed the outlook to positive.

The Sun Products Corporation, headquartered in Connecticut, is a
leading manufacturer of laundry and dish detergents, fabric
softeners and related household and personal care products.  The
company reported revenues in excess of $2 billion for the last 12
months ended March 31, 2009.


TAMBURO HOLDING CO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tamburo Holding Co. Inc.
        781 Main Street
        New Rochelle, NY 10804

Bankruptcy Case No.: 09-23311

Chapter 11 Petition Date: July 22, 2009

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

Debtor's Counsel: Nathan Horowitz, Esq.
                  1 Water Street, Suite 425
                  White Plains, NY 10601
                  Tel: (914) 684-0551
                  Fax: (914) 617-0000
                  Email: nathanhorowitz@verizon.net

Total Assets: $1,004,500

Total Debts: $780,000

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Raymond R. Tamburo, president of the
Company.


TEMECULA VALLEY: Receives Notice from NASDAQ Confirming Delisting
-----------------------------------------------------------------
Temecula Valley Bancorp Inc. in California on July 21, 2009,
received a NASDAQ Staff Determination letter notifying the Company
that as a result of concerns about the Company's ability to
sustain compliance with all of the requirements for continued
listing on NASDAQ, principally due to the closure of Temecula
Valley Bank, the Company's principal operating subsidiary, NASDAQ
Staff had made a determination to delist the Company's common
stock and the Temecula Valley Statutory Trust VI trust preferred
securities from The Nasdaq Stock Market.

The Company does not intend to appeal the delisting decision.  As
a result, trading will continue to be halted in the Company's
common stock and the Trust VI Securities until trading is
suspended on July 30, 2009.  A Form 25-NSE will then be filed with
the Securities and Exchange Commission, which will remove the
Company's common stock and the Trust VI Securities from listing
and registration on The Nasdaq Stock Market.

The Letter advised us that the Company's common stock would not be
immediately eligible to trade on the OTC Bulletin Board or in the
"Pink Sheets."


TRONOX INC: Another Class Suit Filed Against Anadarko, Kerr-McGee
-----------------------------------------------------------------
Wolf Haldenstein Adler Freeman & Herz LLP filed on July 21, 2009,
a class action lawsuit in the United States District Court,
Southern District of New York, on behalf of all persons who
purchased the common stock (Class A or B) of Tronox, Inc.
[OTC:TRXAQ; OTC:TRXBQ] between November 29, 2005 and January 12,
2009 against certain officers and directors of Tronox, Kerr-McGee
Corporation, Anadarko Petroleum Corporation, and certain officers
and directors of Kerr-McGee pursuant to Section 10(b) and 20(a) of
the Exchange Act [15 U.S.C. 78j(b) and 78t(a)] and Rule 10b-5
promulgated thereunder by the SEC [17 C.F.R. 240.10b-5].

Coughlin Stoia Geller Rudman & Robbins LLP, Izard Nobel LLP and
Kendall Law Group have also filed class suits as reported by the
Troubled Company Reporter.

The case name is styled Shi v. Kerr-McGee Corporation, et al.  A
full-text copy of the complaint is available from the Court, or
can be viewed on the Wolf Haldenstein Adler Freeman & Herz LLP Web
site at http://www.whafh.com/

The Complaint alleges that the Defendants fraudulently concealed
Tronox's massive environmental liabilities and resulting financial
problems causing massive losses to innocent investors while
unjustly enriching themselves.

Kerr-McGee spun-off Tronox into an independent entity in a two-
step process. First, in November of 2005, Kerr-McGee generated
$225 million in proceeds following the initial public offering of
Tronox at the price of $14.00 per share (the "IPO") and retained
control of 56.7% of Tronox's outstanding common stock. Next, in
March of 2006, Kerr-McGee distributed its remaining 56.7% stake in
Tronox to shareholders as Class B shares by way of a dividend.

The Complaint further alleges that defendants, at the time of the
IPO, knowingly mislead and misrepresented investors by materially
understating the scope of Tronox's environmental and tort
liabilities.  The Registration Statement (the "Registration
Statement"), and the prospectus therein, contained information
that was materially false, misleading and ignored the adverse
conditions facing Tronox.  Tronox has put forth allegations in its
bankruptcy action (Tronox, Inc. v. Anadarko Petroleum Corp., et
al.) that the Registration Statement was materially misleading and
greatly understated the liabilities that Tronox was burdened with.
The Defendants continually misled investors throughout the Class
Period by making materially false statements and concealing the
true nature of Tronox's liabilities in numerous press releases and
SEC filings.

On June 22, 2006, Anadarko made an offer seeking to acquire Kerr-
McGee for $18 billion, which included $16.4 billion in cash.  On
August 10, 2006, the Kerr-McGee shareholders voted to approve the
offer and Kerr-McGee became a wholly-owned subsidiary of Anadarko,
and as a result, Anadarko became the successor-in-interest to
Kerr-McGee.

Eventually, the market was able to uncover what the Defendants
were attempting to conceal, Tronox's environmental and tort
liabilities were in far excess of what had been represented, and,
as a result, Tronox was in financial ruin and would need to seek
the protection of bankruptcy laws therefore rendering the
stockholders' investments virtually worthless.

In ignorance of the false and misleading nature of the statements
described in the complaint, and the deceptive and manipulative
devices and contrivances employed by said defendants, plaintiff
and the other members of the Class relied, to their detriment, on
the integrity of the market price of Tronox common stock.  Had
plaintiff and the other members of the Class known the truth, they
would not have purchased said securities, or would not have
purchased them at the inflated prices that were paid.

Wolf Haldenstein has roughly 70 attorneys in various practice
areas; and offices in Chicago, New York City, San Diego, and West
Palm Beach.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUE TEMPER: Lenders Extend Forbearance Through August 17
---------------------------------------------------------
True Temper Sports, Inc., has amended its existing forbearance
with the lenders in its 2006 restated credit facility, to extend
the forbearance through August 17, 2009.  The terms and conditions
of the amended forbearance were substantially similar to those of
the expiring agreement.

On March 16, 2009, the Company did not make the principal payment
then due on its revolving credit loans, in an aggregate amount
equal to $20.0 million (including $17.0 million in borrowings and
$3.0 million in outstanding letters of credit), due to the lenders
under the 2006 Restated Credit Facility.  The Company's failure to
make the scheduled principal payment on the revolving credit loans
is an Event of Default under the 2006 Restated Credit Facility,
which entitles the lenders to immediately accelerate the repayment
of all other amounts borrowed under the 2006 Restated Credit
Facility together with accrued and unpaid interest thereon.

Also on March 16, 2009, the Company did not pay interest then due
to the holders of its 8-3/8% Notes.  The failure to pay interest
constituted an Event of Default under the Indenture, which gave
the holders of the 8-3/8% Notes the right to accelerate the
payment of the principal together with accrued and unpaid interest
thereon.  The non-payment of principal then due under the 2006
Restated Credit Facility described above also constituted an Event
of Default under the Indenture, giving the holders of the 8-3/8%
Notes the right to immediately accelerate the repayment of the
principal of the 8-3/8% Notes together with accrued and unpaid
interest thereon.

The non-payment of interest under the Indenture also constituted
an Event of Default under the Second Lien, giving the lenders the
right to accelerate the repayment of amounts borrowed under the
Second Lien together with accrued and unpaid interest thereon.
The non-payment of principal under the 2006 Restated Credit
Facility, if continued for 90 days after notice or if the maturity
of principal of the 2006 Restated Credit Facility is accelerated,
will constitute an Event of Default under the Second Lien, giving
the lenders the right to accelerate the repayment of amounts
borrowed under the Second Lien together with accrued and unpaid
interest thereon.

The Company negotiated the terms of a 90-day forbearance with all
of the lenders in the Company's revolving credit facility, and a
majority of the lenders in the Company's 2006 Restated Credit
Facility.  The lenders in the Company's revolving credit facility
and 2006 Restated Credit Facility have agreed not to exercise
their rights as a result of the default through June 16, 2009,
provided the Company adheres to the requirements of the
forbearance terms.  Upon expiration of the forbearance period, the
forbearance will be immediately and automatically terminated and
be of no further force or effect.

On June 15, 2009, the Company amended the existing forbearance to
extend the forbearance through July 16.  The terms and conditions
of the amended forbearance were substantially similar to those of
the expiring agreement.

The Company has indicated its non-compliance with the covenants,
decreasing revenues resulting from the current global economic
downturn, and substantial annual cash interest payment
requirements raise substantial doubt about its ability to continue
as a going concern under its existing capital structure.

The Company has retained the investment banking firm, Lazard
Middle Market, to assist it in exploring alternatives to enhance
the Company's capital structure.  The Company is currently in
ongoing discussions with certain lenders under the 2006 Restated
Credit Facility, the Second Lien, and the 8-3/8% Notes to
refinance or restructure its debt.  In addition to addressing the
Company's capital structure, management has also enacted
restructuring plans to address operating costs by reducing
headcount on a global basis, significantly reducing fixed costs at
the Company's manufacturing facilities, renegotiating lease terms
and rental rates for certain of the Company's facilities, and
decreasing discretionary spending on items such as travel,
entertainment, and certain marketing expenses.

There can be no guarantee that any restructuring or refinancing
plan will be successfully implemented.  Failure to successfully
implement a restructuring or refinancing plan or otherwise address
compliance issues under the 2006 Restated Credit Facility, the
Second Lien, or the 8-3/8% Notes within the time frame permitted
may have a material adverse effect on the Company's business,
results of operations, and financial position, and may materially
impact the Company's ability to continue as a going concern.

None of the lenders under the 2006 Restated Credit Facility or the
Second Lien, nor any holders of 8-3/8% Notes have accelerated the
payment of principal or interest under any of the applicable
agreements.

True Temper Sports, Inc., is a wholly-owned subsidiary of True
Temper Corporation.  The Company operates in two reportable
business segments: golf shafts and performance sports.  The golf
shaft segment manufactures and sells steel, composite, and multi-
material golf club shafts for use exclusively in the golf
industry.  The performance sports segment manufactures and sells
high strength, tight tolerance tubular components for bicycle,
hockey and other recreational sport markets.

As of March 29, 2009, the Company had $190,194,000 in total assets
and $316,214,000 in total liabilities, resulting in $126,020,000
stockholders' deficit.


TXCO RESOURCES: Can't Provide Counsel for Board of Directors
------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas denied the proposal to retain Locke Lord
Bissell & Liddell LLP as special counsel to the independent
directors of TXCO Resources Inc.

The Debtor's directors do not require their own attorneys during
restructuring, the Court said, according to Law360.

As reported by the TCR on July 20, Charles F. McVay, the U.S.
Trustee for Region 7, and the Official Committee of Unsecured
Creditors asked Judge King to deny the application to employ Locke
Lord Bissell & Liddel LLP as special counsel to the independent
directors filed by TXCO.s

The U.S. Trustee and Committee assert that it is not appropriate
to employ the firm as professional of the Debtors' directors.
"The employment of the firm is unnecessary and duplicative," the
Committee argued.  "And not in the best interest of the estate."

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


UAL CORP: Asks Court to Enter Final Decree Closing Ch. 11 Cases
---------------------------------------------------------------
Pursuant to Rule 3022 of the Federal Rules of Bankruptcy
Procedure, UAL Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to enter a
final decree closing their Chapter 11 cases.

Section 350(a) of the Bankruptcy Code provides that after an
estate is fully administered and the court has discharged the
trustee, the court will close the case.  Rule 3022, which
implements Section 350, further provides that after an estate is
fully administered in a Chapter 11 reorganization case, the
court, on its motion or on motion of a party-in-interest, will
enter a final decree closing the case.

Erik W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that since the effective date of the Debtors'
Confirmed Second Amended Plan of Reorganization, the Debtors have
worked diligently to implement the Plan.  He cites the status of
matters relating to the Debtors' Chapter 11 cases and
distributions made under the Plan:

  * General unsecured claims and priority claims.  As of July
    15, 2009, except with respect to Los Angeles International
    Airport's unsecured claims, either the Court has expunged or
    the Debtors have allowed all unsecured and priority claims
    that were filed against them.  The Debtors have made
    distributions on all those allowed unsecured and priority
    claims as set forth and required under the Plan.

  * Administrative claims.  There are two remaining categories
    of unresolved alleged administrative claims.  The first
    category are administrative claims filed by the United
    States Equal Employment Opportunity Commission on behalf of
    certain claimants who filed charges of discrimination with
    the EEOC.  Certain of the EEOC Claims remain in the
    investigatory stage and may never proceed to litigation;
    while other EEOC Claims are being litigated in the U.S.
    district courts.  The remaining unresolved EEOC claims, to
    the extent that they are not settled by agreement, will
    either never be litigated or will be heard in the
    appropriate federal district courts.  The second category
    involves a claim filed by General Services Administration.
    The GSA Claim is subject of a claims objection, which
    objection is contested by General Services.  The GSA Claim
    will be heard in October 2009.  The Debtors have made
    distributions on all other allowed administrative claims as
    set forth and required under the Plan.

  * Cure claim.  The only remaining cure claim is the recently
    filed amended cure claim of Regen Capital I.  The claim is
    subject of a claim objection to be heard on July 28, 2009.
    The Debtors expect its resolution at or shortly after that
    hearing.  The Debtors have made distributions on all other
    allowed cure claims as required under the Plan.

  * Adversary Proceedings.  As of July 15, 2009, three adversary
    proceedings remain open: Case No. 03-977; Case No. 05-1884;
    and Case No. 06-698.  The United States Court of Appeals for
    the Seventh Circuit remanded the appeal relating to Case No.
    03-977 to the Bankruptcy Court to determine the value of the
    secured claim of UMB Bank, N.A., as indenture trustee for
    certain special facility bonds issued in connection with the
    Los Angeles International Airport.  With respect to Case
    Nos. 05-1884 and 06-698, the Bankruptcy Court will make a
    ruling on those adversary cases only after its ruling on the
    Remanded Adversary.

  * Appeals.  As of July 15, 2009, only one claimant, Phyllis
    Carr is still pursuing an appeal in the United States Court
    of Appeals for the Seventh Circuit.  In addition, Barnita
    Vann has files a petition for certiorari with the United
    States Supreme Court, which petition has not yet been ruled
    upon.

  * Distributions.  The Debtors have made great progress in
    distributing New UAL common stock to creditors.  As of July
    8, 2009, the Debtors have authorized the issuance of
    113,855,852 shares, which represent 99% of the 115 million
    shares of new UAL common stock available to the Debtors'
    employees and creditors.  Once a final determination is made
    as to the LAX Unsecured Claims, the Debtors will process a
    final distribution consistent with the Plan.  The Debtors
    have sufficient reserves to make distributions on the EEOC
    Claims, Government Claims, LAX Unsecured Claims, and the
    Regen Capital Claim to the extent that they are allowed.

In this regard, Mr. Chalut argues that the Debtors' Chapter 11
cases have been fully-administered under Section 350, making it
appropriate for the Court to enter a final decree closing the
Debtors' Chapter 11 cases.  He reminds the Court that the
confirmation order on the Plan became final and non-appealable on
February 1, 2006.  He further asserts that the Plan was
substantially consummated, at which time: (i) the Debtors
received the property to which they were entitled under the Plan;
and (ii) the Debtors assumed the business and management of that
property.  He stresses that the Court has expunged or the Debtors
have allowed nearly all unsecured, priority, administrative, and
cure claims filed against them.  With the exception of the GSA
Claim, the only matters that the Debtors expect that will remain
unresolved as of July 29, 2009 hearing for the Motion to Close
are matters that are subject to adversary proceedings, appeals,
or to the jurisdiction of other courts, he points out.  He notes
that with respect to the GSA Claim, the Court has proposed a
trial process and schedule, which process will be conducted in
the same manner as an adversary proceeding.

However, leaving the Debtors' bankruptcy cases open will cause
the Debtors to incur substantial quarterly fees for the United
States Trustee for Region 10, Mr. Chalut stresses.  He notes that
the quarterly fees are an inefficient use of the Debtors'
resources.  Accordingly, ample justification exists for entry of
a final decree closing the Debtors' Chapter 11 cases at this
time, he maintains.

The Debtors further seek the Court's authority to waive the
notice requirements under Rule 3022-1 of the Local Rules of the
U.S. Bankruptcy Court for the Northern District of Illinois.
There are more than 125,000 creditors in the Debtors' Chapter 11
cases and providing mail service of the Motion to Close to all
those creditors would cost the Debtors $190,000.  The Debtors
propose to serve the Motion to Close on all persons listed in the
latest version of the Rule 2002 service list; the core parties
list; and all creditors with matters continuing to exist before
the Court.

Judge Wedoff will consider the Debtors' Motion on July 29, 2009.
Objections are due July 22.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Provides Financial Projections For 3rd Quarter 2009
-------------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on July 21,
2009, an investor update related to its financial and operational
outlook for the third quarter of 2009.

                           Capacity

Kathryn A. Mikells, senior vice president and chief financial
officer of UAL, discloses that the third quarter 2009
consolidated available seat miles are estimated to be down 5.6%
to 6.6% year-over-year.  She notes that UAL estimates full year
2009 consolidated ASMs to be down 7.5% to 8.5%, including an
additional 7% reduction in international capacity for the last
four months of the year.

                        Non-Fuel Expense

UAL expects third quarter 2009 mainline non-fuel unit cost per
ASM, excluding profit-sharing and certain accounting charges, to
be flat to up 1% year-over-year.  Moreover, consolidated CASM,
excluding profit sharing and certain accounting charges is
expected to be flat to up 1% year-over-year.  For the full-year
2009, Ms. Mikells discloses that UAL anticipates mainline CASM,
excluding fuel, profit sharing and  certain  accounting charges
to be down 0.5% to up 0.5% year-over-year.

                          Fuel Expense

UAL expects mainline fuel price, including the impact of cash
settled hedges, to be $2.20 per gallon for the third quarter and
$2.07 per gallon for the full year.  Ms. Mikells says that UAL
previously posted cash collateral with its fuel hedge
counterparties and this collateral will be used to cover hedge
losses as contract settle.

                     Non-Operating Income/Expense

Ms. Mikells explains that a portion of UAL's total fuel hedge
impact is recorded as non-operating expense, with the rest
recorded as fuel expense.  Based on July 16, 2009, closing
forward prices, UAL anticipates to recognize $45 million of cash
losses on settled hedge contracts reported in non-operating
expenses in the third quarter.  Excluding hedge impacts, Ms.
Mikells states that non-operating expense is estimated to
be $120 million to $130 million for the third quarter and
$505 million to $515 million for the full year.

                         Income Taxes

Ms. Mikells discloses that because of its net operating loss
carry-forwards, UAL expects to pay minimal cash taxes for the
future and is not recording incremental tax benefits at this
time.  UAL also expects an effective tax rate of 0% for the
second quarter of 2009 and full year 2009.

              Capital Spending and Scheduled Debt
                 and Capital Lease Payments

Ms. Mikells says that UAL is reducing its planned capital
expenditures to $300 million, a reduction of $150 million from
the $450 million, which was originally planned for 2009.  UAL
expects scheduled debt and capital lease payments of $460 million
for the remainder of the year 2009.

                Fuel Hedge Positions and Collateral

Ms. Mikells relates that UAL expects to recognize, as restricted
cash, fuel hedge collateral from fuel hedge counterparties for
net-in-the-money hedges.  UAL also expects to recognize
$35 million for each $5 increase in the price of crude oil per
barrel above $65, and $72 million for each $5 increase in the
price of crude oil per barrel above $70.

UAL's estimated settled hedge impacts at certain crude oil
prices, based on the hedge portfolio as of July 16, 2009 are:

                 Cash Settled
  Crude Oil Price  Hedge Impact             3Q09     4Q09    FY09
  ---------------  ------------             ----     ----    ----
  $90 per Barrel  Mainline Fuel
                  Price Excluding
                  Hedge($/gal)            $2.57    $2.59   $2.09
                  Impact to Fuel
                  Expense($/gal)         ($0.15)  ($0.26)  $0.11
                  Impact to Non-
                  Operating Expense
                  ($ millions)             $21M     $14M   $211M

  $80 per Barrel  Mainline Fuel
                  Price Excluding
                  Hedge($/gal)            $2.33    $2.35   $1.97
                  Impact to Fuel
                  Expense ($/gal)         $0.01   ($0.13)  $0.18
                  Impact to Non-
                  Operating Expense
                  ($ millions)             $30M     $25M   $230M

  $70 per Barrel  Mainline Fuel
                  Price Excluding
                  Hedge($/gal)            $2.10    $2.11   $1.85
                  Impact to Fuel
                  Expense($/gal)          $0.16    $0.01   $0.25
                  Impact to Non-
                  Operating Expense
                  ($ millions)             $38M     $35M   $250M

  $62.02 per      Mainline Fuel
  Barrel          Price Excluding
                  Hedge($/gal)            $1.92    $1.93   $1.77
                  Impact to Fuel
                  Expense($/gal)          $0.28    $0.10   $0.31
                  Impact to Non-
                  Operating Expense
                 ($ millions)              $45M     $44M   $265M

$60 per Barrel   Mainline Fuel
                  Price Excluding
                  Hedge ($/gal)            $1.86    $1.87   $1.74
                  Impact to Fuel
                  Expense($/gal)           $0.43    $0.20   $0.37
                  Impact to Non-
                  Operating Expense
                  ($ millions)              $56M     $56M   $288M

  $50 per Barrel  Mainline Fuel
                  Price Excluding
                  Hedge ($/gal)            $1.62    $1.63   $1.62
                  Impact to Fuel
                  Expense($/gal)           $0.43    $0.20   $0.37
                  Impact to Non-
                  Operating Expense
                 ($ millions)              $56M     $56M   $288M

  $40 per Barrel  Mainline Fuel
                  Price Excluding
                  Hedge($/gal)             $1.38    $1.39   $1.50
                  Impact to Fuel
                  Expense($/gal)           $0.48    $0.24   $0.39
                  Impact to Non-
                  Operating Expense
                 ($ millions)              $61M     $60M   $297M

                   Projected Fuel Hedge Collateral
                    Balance at Each Quarter End

                                                 3Q09   4Q09
                                                 ----   ----
Based on July 16, 2009 Closing Forward Prices     $85M   $20M

                                      Change in Cash Collateral
                                   For Each $5 per Barrel change
  Price of Crude Oil                          in Crude Oil price
  ------------------               -----------------------------
Above $120                               No Collateral Required
Above $90, less than or equal to $120           $10,000,000
Above $60, less than or equal to $90            $21,000,000
Above $35, less than or equal to $60            $54,000,000
Less than or equal to $35                       $29,000,000

A full-text copy of UAL's Investor Update is available for free
at http://ResearchArchives.com/t/s?3fad

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Releases Second Quarter 2009 Results
----------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported results for the second quarter ended
June 30, 2009.  The company:

    * Reported a second quarter net loss of $323 million or
      $2.23 per basic share excluding non-cash, net mark-to-
      market hedge gains and certain accounting charges outlined
      in note 6 of the attached statement of consolidated
      operations.  The company reported a GAAP net profit of
      $28 million or $0.19 per diluted share, including these
      items.

    * Reported a year-over-year 17.2% decline in second quarter
      consolidated passenger unit revenue per available seat
      mile (PRASM).

    * Continued to control costs with mainline non-fuel unit
      cost per available seat mile (CASM) for the quarter down
      1.2% year-over-year, excluding certain accounting charges
      and despite a reduction in mainline capacity of 10.8%
      year-over-year.  Mainline CASM, including fuel and
      excluding non-cash, net mark-to-market fuel hedge gains,
      impairments and certain accounting charges, was down 20.4%
      year-over-year.  GAAP mainline CASM, including these
      items, was down 50.2%.

    * Improved its full year outlook for mainline non-fuel CASM,
      excluding profit sharing and certain accounting charges,
      to down 0.5% to up 0.5% year-over-year.  This reflects a
      $150 million increase in full year savings, bringing the
      full year cost reduction to $300 million compared to the
      company's initial 2009 non-fuel CASM outlook provided on
      January 21, 2009.  The company also reduced planned capital
      expenditures to $300 million, a reduction of $150 million
      from the $450 million the company originally planned for
      2009.

    * Announced an additional international capacity reduction
      of 7% for the last four months of 2009.

    * Closed the quarter with total cash of $2.8 billion,
      unrestricted cash of $2.6 billion, and restricted cash of
      $281 million.  In addition, fuel hedge collateral was
      $185 million.

    * Raised approximately $155 million in additional cash early
      in the third quarter through a spare parts financing
      transaction.

    * Ranked No. 1 year-to-date through May in on-time
      performance among the five major U.S. network carriers.
      To date, the company has paid $430 per person in on-time
      incentive payments to each of more than 40,000 front-line
      employees, or more than $18 million in total, under its
      new on-time incentive program.

    * Received approval from the U.S. Department of
      Transportation (DOT) for Continental Airlines to join the
      existing antitrust-immunized alliance including United and
      eight other Star Alliance member carriers.

    "This is a resilient industry, and we are a resilient
company," said Glenn Tilton, UAL Corporation chairman, president
and CEO.  "While there is much outside our control -- including
the state of the economy and the price of oil -- we are focused
and executing against those things we can control. We're running
a good airline, with industry-leading cost control and best-in-
class operational performance."

         Weak Global Economy Continues To Affect Revenues

    For the quarter, consolidated PRASM declined 17.2%,
consolidated yield declined 16.8% and consolidated load factor
declined 0.4 points year-over-year.  Growth in certain ancillary
revenues, including bag fees and ticket change fees, improved
consolidated PRASM by 1.5 percentage points year-over-year.


               1Q 2009     Passenger
              Passenger     Revenue %      PRASM%        ASM1%
Geographic      Revenue      Increase/     Increase/    Increase/
Area          (millions)    (Decrease)    (Decrease)   (Decrease)
----------    ----------    ----------    ----------   ----------
Domestic        $1,788        (26.0%)        (14.7%)    (13.2%)
Pacific            518        (37.7%)        (28.9%)    (12.4%)
Atlantic           563        (22.0%)        (22.5%)     (0.6%)
Latin America       72        (45.4%)        (34.1%)    (17.2%)
             ----------    ----------    ----------   ----------
International   $1,153        (31.6%)        (25.9%)     (7.7%)
Mainline        $2,941        (28.3%)        (19.5%)    (10.8%)
Regional
Affiliates        749         (6.0%)        (12.2%)      7.1%
Consolidated    $3,690        (24.6%)        (17.2%)     (9.0%)

argo revenue for the quarter decreased 49% year-over-year as a
result of lower demand, softer yields, lower fuel surcharges and
reduced international capacity.  United's significant presence in
the Pacific export markets, which have been particularly impacted
by the weakness in the global economy, continues to
disproportionately affect its cargo revenue.

               Continued Strong Cost Performance

Total consolidated expense, including fuel, was down more than
$1.5 billion year-over-year in the second quarter, excluding non-
cash, net mark-to-market hedge gains, impairment charges and
certain accounting charges.  Consolidated expense, excluding fuel,
impairments and certain accounting charges, was down $288 million
or 8.9%, as the company continued its efforts to successfully
reduce costs as capacity declined.  Total GAAP consolidated
expense including these items was down $4.2 billion for the
quarter, reflecting lower fuel costs, decreased capacity and
impairment charges that were recorded last year.

Mainline CASM, excluding fuel and certain accounting charges,
decreased 1.2% in the second quarter, despite a 10.8% decline in
mainline capacity.  This CASM reduction is about 1.5 percentage
points better than the guidance provided by the company in June.
Since January, the company has reduced its projected full year
mainline non-fuel costs by about $300 million.

Consolidated CASM, excluding fuel and certain accounting charges,
increased only 0.1%, despite a 9.0% decline in consolidated
capacity.  GAAP mainline and consolidated CASM, including these
items, were down 50.2% and 46.7% respectively, compared to the
year-ago quarter, reflecting the impact of lower fuel prices and
impairment charges that were recorded last year.

     Fuel Hedge Collateral Returns Offset Cash Hedge Losses

The Company recorded $252 million in cash losses on fuel hedges
that settled in the quarter.  In addition, the Company also
recorded non-cash, net mark-to-market gains on its fuel hedges of
$440 million.  The cash losses on the contracts that settled
during the quarter were offset by $385 million in cash collateral
that was returned during the quarter.  The table below details
hedge impacts for the quarter:

                           Three Months Ending June 30, 2009
                                    (in millions)
                           ---------------------------------
                                            Included in
                             Included in   Non-Operating
  Fuel Hedge Impacts          Fuel Expense     Expense     Total
  ------------------          ------------  -------------  -----
Non-Cash Net Mark-to-Market
Gain/(Loss)                     $305          $135       $440
Cash net Gain/(Loss) on Settled
Contracts                       (157)          (95)      (252)
                             ------------  -------------  -----
Total Recorded Net Gain          $148           $40       $188
                              ------------  -------------  -----
Return of Hedge Collateral                                $385

The Company continues to systematically add to its fuel
hedge portfolio using call options and swaps on crude oil,
heating oil and jet fuel.  For the second half of 2009, the
company has hedged 64% of its estimated consolidated fuel
requirements.  Of this 64%, approximately 48% is hedged using
call and swap options at a crude equivalent cap of $65 per
barrel.  The remaining 16% uses a variety of hedge structures
(Collars, 3-way collars and 4-way collars) entered into last
year.  For 2010, the company has hedged 11% of its estimated
consolidated fuel requirements using call options at an average
crude equivalent price of $73 per barrel and swaps at an average
crude equivalent price of $75 per barrel.

                 United Improves Liquidity

The Company ended the quarter with a total cash balance of
$2.8 billion, an unrestricted cash balance of $2.6 billion and
restricted cash of $281 million.  The company also had
$185 million in cash deposits held by its fuel hedge
counterparties.

During the second quarter, the company generated $396 million of
positive operating cash flow and $305 million of positive free
cash flow, defined as operating cash flow less capital
expenditures.  The Company had scheduled debt and net capital
lease payments of $212 million during the quarter and non-aircraft
capital expenditures of $91 million.

"We are taking aggressive actions to position United for recovery,
including reducing our international capacity by an additional 7
percent later this year, implementing industry-leading unit cost
reductions, and bolstering our liquidity," said Kathryn Mikells,
United senior vice president and chief financial officer.  "We
have more than $1 billion in unencumbered assets, and a proven
track record of leveraging those assets to raise capital."

           No. 1 Year-to-Date May On-Time Performance Ranking
                  - Customer  Satisfaction Improves

United ranked first among the five U.S. network carriers in year-
to-date May 2009 on-time performance.  According to DOT
statistics, 80% of United flights arrived within 14 minutes of
their scheduled arrival time, representing a considerable
improvement from last year.

The Company also continues to improve its key customer
satisfaction measure among its best customers, with a significant
improvement for the third consecutive quarter.  Improvements were
achieved across the travel experience, including aircraft
cleanliness, seat and entertainment product workability, and
employee courtesy.

                        Business Highlights

    * United completed conversion of all of its B767s to its new
      international premium class configuration. United has also
      completed converting 18 of 24 aircraft in its B747 fleet,
      with the remaining B747s scheduled to be completed by
      October 2009.  The company will begin the conversion of
      its B777s in February 2010.

    * United is rolling out Premier Line at 50 additional
      airport locations. Premier Line offers customers the
      ability to purchase priority access to specifically
      reserved lines at check-in, security (where available) and
      boarding.

                            2009 Outlook
In an effort to better match supply with demand, the Company will
further reduce international capacity by 7% in the last four
months of 2009.  Despite these capacity reductions, the Company
expects mainline CASM, excluding fuel, profit sharing and certain
accounting charges, for the full year 2009 to be down 0.5% to up
0.5% year-over-year, an improvement of $150 million compared to
the Company's April guidance, and a full $300 million compared to
the Company's January guidance.

The Company expects scheduled debt and capital lease payments of
$460 million for the remainder of 2009.  Complete details on
United's outlook can be found in the Investor Update, available
at:

                       http://www.united.com/ir


           UAL Corporation and Subsidiary Companies
       Unaudited Statement of Consolidated Operations
                Three Months Ended June 30, 2009
                         (In Millions)

Operating revenues:
Passenger - United Airlines                            $2,941
Passenger - Regional Affiliates                           749
Cargo                                                     121
Other operating revenues                                  207
                                                     ---------
Total Operating Revenues                                4,018

Operating expenses:
Salaries and related costs                                963
Regional affiliates                                       708
Aircraft fuel                                             665
Purchased services                                        286
Aircraft maintenance materials and outside repairs        240
Landing fees and other rent                               229
Depreciation and amortization                             222
Distribution expenses                                     139
Aircraft rent                                              89
Goodwill impairment                                         -
Other impairments and special items                        88
Cost of third party sales                                  60
Other operating expenses                                  222
                                                     ---------
Total Operating Expenses                                3,911

Earnings from operations                                   107

Other income (expense):
Interest expense                                         (135)
Interest income                                             5
Interest capitalized                                        2
Miscellaneous, net                                         35
                                                     ---------
                                                           (93)

Earnings before income taxes
and equity of affiliates                                   14
Income tax benefit                                         (13)
                                                     ---------

Earnings before equity in loss of affiliates                27
Equity in earnings of affiliates, net of tax                 1
                                                     ---------
NET INCOME                                                 $28
                                                     =========

             UAL Corporation and Subsidiary Companies
              Statements of Consolidated Cash Flows
                   Three Months Ended June 30, 2009
                             (In Millions)

Cash flows provided by operating activities:               $396

Cash flows provided (used) by investing activities:
Net sales of short-term investments                         -
Additions to property, equipment and deferred software    (91)
Decrease in restricted cash                                 3
Proceeds from asset sale-leaseback                          -
Proceeds from litigation on advance deposits                -
Proceeds from the sale                                     13
Other, net                                                  1
                                                     ---------
Net cash used for operating activities                    (74)
                                                     ---------

Cash flows provided (used) by investing activities:
Repayment of Credit Facility                                -
Repayment of other debt                                  (157)
Special distribution to common shareholders               (55)
Decrease in capital lease deposits                          -
Increase in deferred financing costs                       (1)
Proceeds from issuance of long-term debt                    -
Proceeds from the issuance of common stock                  -
Other, net                                                  -
                                                     ---------
Net cash used for investing activities                   (213)
                                                     ---------

Increase in cash and cash equivalents
during the period                                         109
Cash and cash equivalents at beginning of the period     2,457
                                                     ---------
Cash and cash equivalents at end of the period          $2,566
                                                     =========

Trading of UAL's common stock recently rose 8.3% at $3.80 per
share as UAL reported a narrower loss this quarter, according to
a July 21, 2009, report by The Wall Street Journal.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Reports June 2009 Traffic Results
-------------------------------------------
United Airlines reported its preliminary consolidated traffic
results for June 2009.  The Company reported a June consolidated
passenger load factor of 85.9%.  Total consolidated revenue
passenger miles (RPMs) decreased in June by 7.5% on a consolidated
capacity decrease of 8% percent in available seat miles (ASMs)
compared with the same period in 2008.

                                    2009        2008   Percent
                                    June        June    Change
                                   -----       -----   -------
Revenue Passenger Miles ('000)
North America                   5,429,351   6,116,206    (11.2%)
Pacific                         1,922,266   2,205,942    (12.9%)
Atlantic                        1,739,578   1,721,660      1.0%
Latin America                     229,501     311,881    (26.4%)
Total International             3,891,345   4,239,483     (8.2%)
Total Mainline                  9,320,696  10,355,689    (10.0%)
Regional Affiliates             1,250,532   1,070,068     16.9%
Total Consolidated             10,571,228  11,425,757     (7.5%)


Available Seat Miles ('000)
North America                   6,131,660   6,985,484    (12.2%)
Pacific                         2,321,018   2,651,906    (12.5%)
Atlantic                        1,995,951   1,966,430      1.5%
Latin America                     293,909     379,271    (22.5%)
Total International             4,610,878   4,997,607     (7.7%)
Total Mainline                 10,742,538  11,983,091    (10.4%)
Regional Affiliates             1,564,506   1,392,778     12.3%
Total Consolidated             12,307,044  13,375,869     (8.0%)

Load Factor
North America                       88.5%       87.6%   0.9 pts
Pacific                             82.8%       83.2%  (0.4 pts)
Atlantic                            87.2%       87.6%  (0.4 pts)
Latin America                       78.1%       82.2%  (4.1 pts)
Total International                 84.4%       84.8%  (0.4 pts)
Total Mainline                      86.8%       86.4%   0.4 pts
Regional Affiliates                 79.9%       76.8%   3.1 pts
Total Consolidated                  85.9%       85.4%   0.5 pts

Revenue passengers boarded ('000)
Mainline                            5,158       5,914    (12.8%)
Regional Affiliates                 2,275       2,018     12.7%
Total Consolidated                  7,433       7,932     (6.3%)

Cargo ton miles ('000)
Freight                           111,324     149,339    (25.5%)
Mail                               15,108      24,496    (38.3%)
Total Mainline                    126,432     173,835    (27.3%)

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit ratings, on UAL and its United Air Lines
subsidiary on CreditWatch with negative implications, due to
concerns about cash flow generation and liquidity.

UAL reported a second-quarter 2009 net loss of $323 million before
noncash gains on fuel hedges (a $28 million profit including those
gains), due to much weaker traffic and pricing, which largely
offset the benefits of lower fuel prices and good nonfuel cost
controls, compared with the same period last year.  Unrestricted
cash totaled $2.6 billion, slightly above the March 31 levels and
equal to around 15% of trailing-12-month revenues (expected to be
average among peer "legacy carriers").  "While this cash level is
slightly above the minimum level below which S&P has stated that
S&P might lower the rating on UAL, S&P expects cash to decline
during the remainder of the year due to normal seasonal working
capital patterns and to meeting remaining 2009 debt maturities
($460 million) and capital expenditures ($130 million)," said
Standard & Poor's credit analyst Betsy R. Snynder.

S&P will evaluate UAL's liquidity outlook to resolve the
CreditWatch listing.  "Our review of ratings on aircraft-backed
debt will also consider any material changes in collateral
coverage of those obligations," she continued.


WEBSTER FINANCIAL: Fitch Corrects Preferred Stock Rating to 'BB'
----------------------------------------------------------------
Fitch Ratings has corrected its preferred stock rating on Webster
Financial Corporation's Preferred Stock has been downgraded to
'BB' from 'BBB-'.

Fitch Ratings has downgraded the ratings of Webster Financial
Corporation and its subsidiaries, and has removed the ratings from
Rating Watch Negative, on which they were placed May 21, 2009.
The Rating Outlook is Stable.

While the company has taken prudent measures to enhance its
tangible common equity levels through its second quarter-2009
(2Q'09) preferred stock exchanges (which increased its TCE ratio
to 4.92% from 4.05%), Fitch believes the impact of heightened
credit costs will continue to hamper WBS' financial performance
given the prevailing market environment, resulting in further
pressure on its capital position and no longer warranting its
previous rating.  Total net charge-offs for 2Q'09 experienced a
65% increase to 1.66% of average loans (annualized) from 0.99% for
1Q'09, with significant increases derived from WBS' commercial,
asset based lending, and equipment financing portfolios.  Although
total delinquencies continued their declining trend for the past
two consecutive quarters, asset quality deterioration persisted,
as NPAs grew to 3.30% at June 30, 2009, from 2.87% at March 31,
2009.

Concurrently, however, Fitch's Stable Outlook considers WBS' solid
liquidity, sound funding base, and bolstered reserve levels.
Management aggressively increased its provision during the quarter
to augment its allowance for credit losses to 2.72% at June 30,
2009, from 2.33% at March 31, 2009.

Headquartered in Waterbury, Connecticut with approximately
$17.5 billion in assets, WBS' branch office coverage is dominated
by a heavy presence in Connecticut and to a lesser extent
Massachusetts, Rhode Island, and New York. WBS maintains a
national presence through the company's asset-based lending,
equipment financing, and insurance premium financing business
lines.

Fitch has downgraded these:

Webster Financial Corporation

  -- Long-term Issuer Default Rating to 'BBB-' from 'BBB';
  -- Senior Unsecured to 'BBB-' from 'BBB';
  -- Preferred Stock to 'BB' from 'BBB-';
  -- Short-term IDR to 'F3' from 'F2'.

Webster Bank, NA

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Long-term Deposits to 'BBB' from 'BBB+';
  -- Subordinated Debt to 'BB+' from 'BBB-';
  -- Short-term IDR to 'F3' from 'F2'.

Webster Capital Trust IV

  -- Preferred Stock to 'BB' from 'BBB-'.

Webster Preferred Capital Corp.

  -- Preferred Stock to 'BB' from 'BBB-'.

The Rating Outlook is Stable.

In addition, Fitch has affirmed these ratings:

Webster Financial Corporation

  -- Individual at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.

Webster Bank, NA

  -- Short-term Deposits at 'F2';
  -- Individual at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.


VSEVOLOD OKHRIMOVSKI: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Vsevolod Okhrimovski
        413 Vilaggio N
        Palm Springs, CA 92262

Bankruptcy Case No.: 09-26518

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Blake Lindemann, Esq.
            433 N Camden Dr 4th Fl
            Beverly Hills, CA 90210
            Tel: (310) 279-5269
            Fax: (310) 279-5370
            Email: ecf@llgbankruptcy.com

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

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

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

        http://bankrupt.com/misc/cacb09-26518.pdf

The petition was signed by Vsevolod Okhrimovski.


WHC LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: WHC, LLC
        600 W. Grant Street, Ste. 1
        Phoenix, AZ 85003-2407

Case No.: 09-17092

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: July 22, 2009

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

Debtor's Counsel: Thomas G. Luikens, Esq.
            Ayers & Brown, P.C.
            4227 N. 32nd St., 1st Fl.
                  Phoenix, AZ 85018-4757
            Tel: (602) 468-5700
            Email: thomas.luikens@azbar.org

Total Assets: $20,332,320

Total Debts: $15,611,702

The petition was signed by John Witt, the company's member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Biltmore Holdings              Penalty/ies and        $2,000,000
Financial LLC                  default interest
2555 E. Camelback Road
Suite 180
Phoenix, AZ 85016

Christopher Luciano            Monies loaded for      $150,000
                               Investment

DFD Architecture, Inc.         Property development   $93,141
dba Davis                      services
c/o Mariscal Weeks
McIntyre Friedlander

Maricopa County Treasurer      2008 Property          $36,193
                               taxes

Site Consultants, Inc.                                $28,321

David Cisiewski PLLC                                  $12,349

Larry Lazarus & Associates     Re-zoning services     $10,000

Lorena Steiner Ducar                                  $5,000
Coughlin & Horowitz

Maricopa County Treasurer      2008 Property          $4,674
                               taxes

Maricopa County Treasurer      2008 Property          $3,602
                               Taxes

Maricopa County Treasurer      2008 Property          $2,517
                               taxes

Maricopa County Treasurer      2008 Property          $2,024
                               taxes

Maricopa County Treasurer      2008 Property          $1,990
                               taxes

Maricopa County Treasurer      2008 Property          $1,871
                               taxes

Maricopa County Treasurer      2008 Property          $1,810
                               taxes

Maricopa County Treasurer      2008 Property          $1,715
                               taxes

Maricopa County Treasurer      2008 Property          $1,633
                               taxes

Maricopa County Treasurer      2008 Property          $1,633
                               taxes

Maricopa County Treasurer      2008 Property          $1,531
                               taxes

Maricopa County Treasurer      2008 Property          $1,502
                               taxes


WHITEHALL JEWELERS: Can Use Cash Collateral Until September 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has further
extended Whitehall Jewelers Holdings, Inc., et al.'s use of the
term lenders' cash collateral pursuant to the terms of the final
DIP Financing Order, through and including September 30, 2009, in
accordance with a budget.

All other terms and provisions of the DIP Financing Order dated
September 24, 2008 (including, without limitation, provisions in
respect of (i) the Carve-Out, (ii) the payment of professional
fees, and (iii) the grant of adequate protection to the term
lenders in connection with the Debtors' use of cash collateral)
will remain in full force and effect.

The Court also authorized and directed the Debtors to make a
distribution to PWJ Lending II LLC, as agent for the term lenders,
in the amount of $1,200,000 from cash on hand.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the
Committee.


WHITEHALL JEWELERS: Wants Plan Filing Period Extended to Oct. 20
----------------------------------------------------------------
Whitehal Jewelers Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a plan and solicit acceptances thereof to
October 20, 2009, and December 22, 2009, respectively.

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

The Debtors tell the Court they require a further extension in
order to continue wind-down efforts, including the pursuit of
remaining estate assets (in particular, the collection on
preference claims) and the reconciliation and settlement of
administrative claims for the benefit of their creditors and
estates.

The Debtors relate that discussions are ongoing with PWJ Lending
II, LLC, the agent for the prepetition lenders, and the official
committee regarding a plan construct that, notwithstanding the
terms of the global settlement, would provide an opportunity for
unsecured creditors to realize some recovery.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the
Committee.


WILD WINGS OVER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Wild Wings Over Tampa Bay, LLC
           dba Wild Wings Cafe
        13176 N. Dale Mabry Hwy #126
        Tampa, FL 33634

Bankruptcy Case No.: 09-15745

Chapter 11 Petition Date: July 22, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: J Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

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

The petition was signed by J. Stanley Ross, managing member of the
Company.


WJL EQUITIES: Wants Access to Cash Collateral for KeyBank's Loan
----------------------------------------------------------------
WJL Equities Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to:

   -- use cash securing repayment of loans from prepetition
      lenders; and

   -- grant adequate protection to the prepetition lenders.

KeyBank, National Association, the Debtor's primary secured
lender, alleges that as of June 2, 2009, it is owed $1,770,278
under a note.  Colonial Surety Company is also owed $1,500,000.

As adequate protection for any diminution in value of their
collateral, the lenders will be granted replacement liens.  The
Debtor also proposes to pay KeyBank $7,500 per month as adequate
protection for Keybank's interest in the collateral.

Eastchester, New York-based WJL Equities Corporation fka Wjl
Trucking & Paving Corp. operates a Highway/Street Construction
Local Trucking corporation.

The Company filed for Chapter 11 on July 14, 2009 (Bankr. S. D.
N.Y. Case No. 09-23248).  Arlene Gordon-Oliver, Esq., at Rattet,
Pasternak & Gordon-Oliver, LLP, represents the Debtor in its
restructuring efforts.  The Debtor said its assets and debts both
range from $10,000,001 to $50,000,000.


WR GRACE: June 30 Balance Sheet Upside-Down by $351.7 Million
-------------------------------------------------------------
W. R. Grace & Co. reported financial results for the second
quarter ended June 30, 2009.  Highlights are:

     -- Sales for the second quarter were $711.0 million compared
        with $900.0 million in the prior year quarter, a 21.0%
        decrease (13.4% before the effects of currency
        translation). The sales decrease was attributable
        primarily to lower sales volumes and unfavorable currency
        translation. Sales were down 19.7% in North America, 25.4%
        in Europe, and 24.6% in Asia and up 10.9% in Latin
        America. Sales in the second quarter of 2009 were up 4.2%
        compared with sales in the first quarter of 2009.
        Excluding sales of hydroprocessing catalysts, which are
        subject to uneven order patterns, sales in the second
        quarter were up 12.7% compared with sales calculated on
        the same basis for the first quarter of 2009.

     -- Gross profit percentage for the second quarter was 33.8%
        compared with 30.6% in the prior year quarter and 24.7% in
        the first quarter of 2009. The improvement in gross profit
        percentage is attributable to price increases implemented
        primarily in the second half of 2008, the decrease in raw
        materials and energy costs since their peak in the fourth
        quarter of 2008, and lower factory overhead expenses
        resulting primarily from restructuring activities.

     -- Net income attributable to Grace (Grace net income) for
        the second quarter was $19.3 million, or $0.26 per diluted
        share, compared with $32.1 million, or $0.44 per diluted
        share, in the prior year quarter, a 39.9% decrease. The
        2009 and 2008 results were negatively affected by Chapter
        11 expenses, litigation and other matters not related to
        core operations. Excluding Chapter 11 expenses, the loss
        on noncore activities, and their tax effects, Grace net
        income would have been $41.7 million for the second
        quarter of 2009 compared with $57.5 million calculated on
        the same basis for the prior year quarter, a 27.5%
        decrease.

     -- Pre-tax income from core operations (Core EBIT) was
        $74.4 million in the second quarter compared with
        $101.8 million in the prior year quarter, a 26.9%
        decrease. Core EBIT was up $77.8 million over the first
        quarter of 2009, primarily due to a 9.1 point increase in
        gross profit percentage. This improvement in gross profit
        percentage is attributable to lower raw material costs and
        lower factory overhead expenses, primarily due to
        restructuring activities.

     -- Sales for the six months ended June 30, 2009 were
        $1.39 billion compared with $1.66 billion for the prior
        year period, a 16.0% decrease (9.1% before the effects of
        currency translation). Grace net loss for the six months
        ended June 30, 2009 was $19.6 million, or $0.27 per
        diluted share, compared with Grace net income of
        $49.8 million, or $0.69 per diluted share for the prior
        year period. Excluding Chapter 11 expenses, the loss on
        noncore activities, and their tax effects, Grace net
        income would have been $33.8 million for the six months
        ended June 30, 2009 compared with $92.8 million calculated
        on the same basis for the prior year period, a 63.6%
        decrease. Core EBIT was $71.0 million for the six months
        ended June 30, 2009, down 58.2% from the prior year
        period.

     -- Operating free cash flow was $147.0 million for the six
        months ended June 30, 2009 compared with $65.9 million in
        the prior year period, a 123.1% increase. The increase in
        operating free cash flow was attributable primarily to
        improvements in working capital and lower capital
        expenditures, partially offset by the impact of lower Core
        EBIT. Net cash provided by operating activities was
        $118.6 million in the six months ended June 30, 2009
        compared to net cash used for operating activities of
        $85.9 million in the prior year period.

At June 30, 2009, Grace had $3.81 billion in total assets and
$4.16 billion in total liabilities, resulting in $351.7 million in
shareholders' deficit.

"We continue to experience dynamic and challenging economic
conditions. We have seen some increase in customer demand but we
remain cautious in our outlook," said Fred Festa, Grace's
Chairman, President and Chief Executive Officer.  "We are working
with our customers to develop innovative new products and are
taking other actions important to position our business for the
future.  These actions are reflected in our improving margins and
stronger cash flow."

                 Pension & Restructuring Expenses

Grace implemented further cost reduction and restructuring actions
in its operating segments and corporate functions during the
second quarter, and recorded a pre-tax restructuring charge of
$5.9 million related to these actions.  In addition, Grace has
contracted with IBM to manage a portion of its information
technology activities with the goals of improving the scalability
of its IT resources and accelerating the implementation of
innovations that drive business productivity.  Transition costs of
$1.1 million related to this contract were recorded in selling,
general and administrative expenses in the second quarter.

Grace said pension expense related to core operations for the
second quarter was $16.0 million compared with $11.1 million for
the prior year quarter, a 44.1% increase.  Pension expense for the
six months ended June 30, 2009 was $34.1 million compared with
$22.7 million in the prior year period, an increase of 50.2%.  The
increase in costs is primarily attributable to the decline in plan
asset values in 2008.

Grace recognized expenses of $7.0 million, including $5.9 million
of restructuring expenses and $1.1 million of IT transition costs
recorded in selling, general and administrative expenses, for
severance and other costs related to cost reduction and
restructuring programs implemented during the second quarter.
Grace expects these actions, together with cost reduction and
restructuring actions completed in 2008 and the first quarter of
2009, to produce over $50 million of annualized cost savings by
2010, of which approximately $35 million are expected to be
realized in operating expenses and approximately $15 million are
expected to be realized in cost of goods sold.

           5,900 Employees to Lose Jobs by Year-End 2009

Grace expects to reduce total employment to roughly 5,900
employees by year-end 2009.  Grace expects to recognize an
additional $3.8 million of expense in the third quarter, including
$2.2 million of restructuring expenses and $1.6 million of
selling, general and administrative expenses, related to cost
reduction and restructuring actions initiated in the second
quarter.  Expenses of $5.2 million related to the 2008 reduction
in force were recorded in selling, general and administrative
expenses in the second quarter of 2008 and have been reclassified
to restructuring expenses to be consistent with the current
presentation.

               Montana Trial Expenses at $10.1 Mil.

Noncore activities (as reflected in the consolidated analysis of
continuing operations) include events and transactions not
directly related to the generation of operating revenue or the
support of core operations. The pre-tax loss from noncore
activities was $21.3 million in the second quarter compared with a
loss of $13.1 million in the prior year quarter, and $61.2 million
for the six months ended June 30, 2009 compared with $13.3 million
in the prior year period. The increase in the noncore loss is
primarily attributable to higher legal spending and a net
difference between the change in value of non-U.S. dollar
intercompany loans and the change in value of the associated
currency hedge contracts.

Legal spending was significantly affected by defense costs for the
criminal proceeding relating to Grace's former operations in
Montana. In May 2009, a Montana jury unanimously acquitted Grace
and three former employees on all counts; charges against three
other former employees were dismissed.  Grace recorded legal
expenses related to the trial in the amount of $10.1 million in
selling, general and administrative expenses in the second
quarter.

Expenses related to the Chapter 11 proceedings, net of filing
entity interest income, were $8.0 million in the second quarter
compared with $18.0 million in the prior year quarter.

                      Cash Flow and Liquidity

Grace's net cash provided by operating activities for the six
months ended June 30, 2009 was $118.6 million compared with $85.9
million used for operating activities for the prior year period.
Capital expenditures for the six months ended June 30, 2009 were
$36.5 million compared with $58.7 million for the prior year
period, a 37.8% decrease.

At June 30, 2009, Grace had available liquidity of approximately
$799.9 million, consisting of $607.7 million in cash and cash
equivalents, $14.2 million in short-term investment securities,
approximately $76.7 million of available credit under various non-
U.S. credit facilities and approximately $101.3 million of
available credit under its $165.0 million debtor-in-possession
facility.  Grace believes that these sources and amounts of
liquidity and cash flow from operations are sufficient to support
its business operations, strategic initiatives and Chapter 11
proceedings until a plan of reorganization is confirmed and Grace
emerges from bankruptcy.  Grace is seeking new financing of
approximately $950 million to fund the Plan, and is in advanced
discussions with potential lenders regarding the terms of such
financing.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bankrupt Corporate Asset Sales/Divestitures Jump by 55%
---------------------------------------------------------
According to The Deal Pipeline's M&A Database, the number of
corporations that have acquired or been approved to buy assets
from a bankrupt seller has jumped by 55% on the same period last
year.  In tough times, a corporate dealmaker's margin for error is
smaller, The Deal says.  Effective due diligence becomes even more
imperative, it adds.


* FTI Appoints Khemlani and Vallerie to Finance/Restructuring Unit
------------------------------------------------------------------
FTI Consulting, Inc., appointed two senior managing directors to
its Corporate Finance/Restructuring segment; Sanjeev Khemlani and
James Vallerie.

"In today's complex business environment, companies, boards,
private equity sponsors, credit constituencies and other parties-
in-interest need best in class counsel to navigate the multitude
of challenges they face," said Dominic DiNapoli, FTI's Executive
Vice President and Chief Operating Officer. "The addition of Jim
and Sanjeev helps FTI strengthen its position as one of the
preeminent restructuring practices in the world."

Sanjeev Khemlani has over 15 years of experience working in the
global credit markets. Mr. Khemlani has served as both an advisor
and a principal investor in areas as diverse as special
situations, restructuring, and mezzanine debt. Mr. Khemlani's
expertise is global in nature, having worked on deals and
investments ranging from North American special situations to
restructuring in Asia.

Mr. Khemlani most recently was a Managing Director at The
Blackstone Group's GSO Capital Partners, where he was a senior
member of the Asia Pacific group. During his time at Blackstone,
Mr. Khemlani co-founded GSO Partners' Hong Kong office, with an
aim to make investments in senior, mezzanine and distressed debt
in the Asia Pacific region. Mr. Khemlani was actively involved in
GSO's debt investments in Asia, analyzing over 65 potential credit
investment opportunities covering a wide range of situations.

Mr. Khemlani previously was at Credit Suisse and JPMorgan Chase.
At Credit Suisse, Mr. Khemlani was the Head of Leveraged Finance
Credit for the Asia Pacific region, where he was tasked with
ensuring that complex credit transactions were correctly priced,
structured and distributed. At JPMorgan Chase, where Mr. Khemlani
started his career, he rose to the rank of Managing Director in
the Special Credits Group and Managing Partner of the Special
Situations Investing group. He was responsible for representing
JPMorgan Chase on official creditors committees when clients filed
for bankruptcy and he served on numerous ad-hoc creditor
committees for out of court restructuring matters. In addition, he
was the co-founder of Special Situations Investing, JPMorgan's
proprietary North American distressed investment fund, which had
an initial funding of $200 million, and oversaw the investing of
this fund in secondary, bridge and rescue financing situations.

Jim Vallerie brings over 10 years of experience in bankruptcy and
turnaround to FTI and will be the leader of FTI's Debtor
Administration Services/Claims Management practice. Mr. Vallerie
has experience in both hands-on restructuring and the
technological support needed to effectively manage these cases.

Mr. Vallerie most recently served as a Principal in Deloitte's
Analytic and Forensic Technology practice. Mr. Vallerie was
responsible for the founding of a debtor administration practice
and its establishment as a leader in the field. While at Deloitte,
Mr. Vallerie also was responsible for building several proprietary
bankruptcy administration applications, including a claims system
and contract management system.

Prior to his time at Deloitte, Mr. Vallerie served as part of the
PricewaterhouseCoopers' Business Recovery Services (BRS) segment,
which was merged into FTI's Corporate Finance segment in September
of 2002. At BRS, Mr. Vallerie led several large bankruptcy cases,
with work including claims management, contingency planning, and
contract management. He also oversaw the development of several
custom applications for data gathering and management in
bankruptcy cases, and was a key member of sales teams that brought
in new business.

Mr. Vallerie is joining the Dallas office of the Corporate
Finance/Restructuring segment.


* BOOK REVIEW: Strategies for Investing in Intellectual Property -
               Intangible Valuations, Real Returns
------------------------------------------------------------------
Author: David S. Ruder
Publisher: Beard Books
Softcover: 169 pages
List Price: $79.95
by Henry Berry

In this age of the Internet, information technology, and the
interconnectedness of the world's economies through globalization,
intellectual property has grown increasingly valuable.  The
author, David Ruder, says it best: "whether in the form of
trademark rights, patent portfolios, proprietary trade secrets, or
other contractual licenses and rights, businesses are increasingly
relying on their intellectual property assets for competitive edge
-- and investors have taken notice."

There are many kinds of intellectual property, but they all differ
in important ways from tangible assets such as machinery and from
other investments such as stocks or bonds.  Ruder stresses,
though, that an investor should not regard intellectual property
as less valuable than other specialized types of investments.
Ruder also advises that while "intellectual property assets are as
complex as the business world in general, to lump intellectual
property together as a single asset is to misunderstand the
strategic role it actually plays for businesses."

The value of intellectual property can vary widely: from nearly
worthless to being the foundation of a company.  Routine in-house
business reports are examples of the former; licensing agreements
for a comic-book character or a popular line of clothing exemplify
the latter.  In any event, the value of intellectual property
should not be underestimated.  The reason technological and
pharmaceutical companies are favorites of knowledgeable investors
is because of the intellectual property of patents on drugs and
proprietary research.  Microsoft and Intel are two companies whose
intellectual property assets have enabled them to maintain their
competitive advantage.  Martha Stewart and Disney are two other
companies whose success is largely a result of their intellectual
properties.

The key to investing in intellectual property is to understand its
current and potential value, not only with respect to the company
that owns or controls it, but also with respect to the overall
market and social environment.  Ruder tells the reader how to do
this.  The book begins by surveying the different kinds of
intellectual properties such as trademarks and copyrights.  While
intellectual properties can offer favorable investment
opportunities, Ruder warns that it is an illiquid property and
that, unlike stocks, bonds, gold, natural resources, and other
traditional investments, its monetary value is not widely agreed
upon nor is it founded on something tangible such as underlying
assets or a financial track record.  Because of this, "[monetizing
intellectual property assets is not necessarily straightforward or
intuitive, and traditional investment approaches are
insufficient."  Nonetheless, as with traditional investments,
there are strategies to minimize risk and maximize profit of
intellectual property.  Primary investment strategies discussed in
this book are equity, arbitrage, and securitization.  Ruder
explains how these strategies can be applied to intellectual
properties and how they can be modified to best take advantage of
a particular characteristic of the property.  Analytical tools are
supplied as applicable.

David S. Ruder comes to intellectual property from a background in
investment banking, law, and entrepreneurialism.  His most recent
venture is the private investment firm Terrier IP Investments,
which focuses on intellectual property-based investment in firms
backed by private equity and venture capital.



                           *********

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.  Danilo Munnoz, 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 **