TCR_Public/090727.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 27, 2009, Vol. 13, No. 206

                            Headlines

AGRIPROCESSORS INC: Court Approves Sale to Credit Bidder
AMERALIA INC: Contributes Add'l $450,000 to Natural Soda
AMERCABLE INC: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
ATHILON CAPITAL: S&P Cuts Ratings on Senior Subordinated Notes
AMERICAN FIBERS: GE Capital DIP Facility Extended to August 28

AMERICAN INT'L: Files Prospectus to Issue New Securities
ANDREW PALMQUIST: Voluntary Chapter 11 Case Summary
ARUNKUMAR KAKKAD: Case Summary & 7 Largest Unsecured Creditors
AVANTI SALON & SPA: Case Summary & 20 Largest Unsecured Creditors
AVAYA INC: Purchase of Nortel Biz. Won't Affect S&P's 'B' Rating

AVIS BUDGET: Bank Debt Trades at 14% Off in Secondary Market
AVISTAR COMMUNICATIONS: Narrows Q2 2009 Net Loss to $151,000
BANK OF AMERICA: Loses Merrill's Keith Magnus Out to UBS
BANK OF AMERICA: Neil Cotty Returns as Chief Accounting Officer
BANK OF AMERICA: Starts Foreclosure Relief Program Notifications

BANK OF AMERICA: Moody's Reviews 'D+' Bank FSR of FIA Card Svcs.
BARNEYS NEW: Moody's Downgrades Corporate Family Rating to 'Caa3'
BARZEL INDUSTRIES: Defers $18.1MM Note Payment Until October 13
BASIC ENERGY: S&P Assigns 'BB-' Rating on $225 Mil. Senior Notes
BERNARD KOSAR: Lists Debt Totaling $18.9 Million

BIG 10 TIRE: Will Retain Branding Following Emergence
BRYAN DETERS: Case Summary & 2 Largest Unsecured Creditors
BSC DEVELOPMENT: Statler Towers to be Auctioned on August 12
CCM MERGER: S&P Puts 'B-' Corporate Rating on CreditWatch Positive
CHESTNUT FRANKLIN: Voluntary Chapter 11 Case Summary

CHIROPRACTIC WELLNESS: Voluntary Chapter 11 Case Summary
CHOCOLATE MOUNTAIN: Case Summary & 2 Largest Unsecured Creditors
CHRYSLER LLC: Lawyers' Fees Decline by More Than Half in June
CIT GROUP: Won't File for Chapter 11 if Tender Offer Successful
CITIGROUP INC: Citi Funding Files Pricing Supplement to 2024 Notes

CITIGROUP INC: Citi Funding to Issue Buffer Notes Due 2012
CITIGROUP INC: Closes Exchange Deal with Private Holders, US Govt
CITIGROUP INC: Names Three New Outside Directors
CITIGROUP INC: Releases Public Share Exchange Preliminary Results
CLAIRE'S STORES: Bank Debt Trades at 42% Off in Secondary Market

CORD BLOOD: Increases Shares Available Under Flexible Stock Plan
CRYOPORT INC: 3 Directors Step Down; Kelly Cancels Consulting Pact
DAYTON SUPERIOR: Noteholders to Get Stock Under Bankruptcy Plan
DEX MEDIA: Bank Debt Trades at 26% Off in Secondary Market
EAST CAMERON: Committee Asks Court to Convert Case to Chapter 7

EAST CAMERON: Wants Plan Solicitation Period Extended to October 4
EASTBANK LTD: Case Summary & 19 Largest Unsecured Creditors
EDGEWATER FOODS: Net Loss Drops to $1.76MM in Last Nine Months
ENERGY PARTNERS: Fortis & BNP Say Chapter 11 Plan Is Inadequate
ENNIS LAND: Files to Join Affiliates in Chapter 11

EPIX PHARMACEUTICALS: Expects Up to $1.2MM in Severance Claims
EPIX PHARMACEUTICALS: Nasdaq to Delist Stock Effective July 27
ETHANEX ENERGY: Court Won't Move Fraud Suit Against McGuireWoods
E*TRADE FINANCIAL: DBRS Keeps B(high) Rating After Q2 Results
FAMILY TREEHOUSE: Has $45,272 Bids for Five New Castle Properties

FAIRPOINT COMM: Bank Debt Trades at 27% Off in Secondary Market
FENDER MUSICAL: Moody's Affirms Ratings, Gives Negative Outlook
FIRSTPLUS FINANCIAL: Matthew Orwig Appointed as Chapter 11 Trustee
FORD MOTOR: Bank Debt Trades at 18% Off in Secondary Market
FORTUNOFF HOLDINGS: Buys Back Intellectual Property

GENCORP INC: Seeks Loan Amendment to Allow Repurchase of 4% Notes
GENERAL MOTORS: China's BAIC Dropped from Opel Bidding Race
GEORGIA GULF: Bank Debt Trades at 17% Off in Secondary Market
GEORGIA GULF: 87.3% of Notes Tendered as of Friday Morning
GENTA INC: To Hold Annual Stockholders' Meeting on August 26

GOLDEN EAGLE: To Foreclose on Lien Against Jerritt Canyon Mill
GOLDEN RESTAURANTS: Voluntary Chapter 11 Case Summary
GOLFERS' WAREHOUSE: To Auction Off Retail Biz on August 4
GREAT ATLANTIC: S&P Assigns 'B-' Rating on $225 Million Notes
GREDE FOUNDRIES: Bankruptcy Leaves Electric Bill to Creditors

HAIGHTS CROSS: DDJ Capital, Lenders Extend Forbearance to July 30
HAIGHTS CROSS: Discloses Terms of Triumph Lease With PR Littleton
HAIGHTS CROSS: J.H. Cohn Replaces Ernst & Young as Accountants
HAIGHTS CROSS: Won't Pay $8.4MM Due Aug. 3 If Exchange Offer Fails
INNOVATIVE CARD: Says EMC Deal Removes One Restructuring Hurdle

INNOVATIVE COS: Panel Can Employ Lowenstein Sandler as Counsel
INNOVATIVE COS: Wants Plan Filing Period Extended to December 13
INTEGRA BANK: Moody's Cuts Bank Financial Strength Rating to 'D'
ISOLAGEN INC: NYSE Amex to Deregister Common Stock
JOHNSON BROADCASTING: Can Employ Mission as Investment Advisor

JOHNSON BROADCASTING: Plan Filing Period Extended to August 31
JOURNAL REGISTER: Will Pay $11MM to Settle Claims for Income Taxes
KARUSSO REAL ESTATE: Files Chapter 11 in Indiana
KB HOME: Fitch Assigns 'BB-' Rating on $265 Mil. Senior Notes
KELLWOOD CO: Completes Bond Exchange Offer, Dodges Bankruptcy

KENNETH MEGGITT: Case Summary & 17 Largest Unsecured Creditors
KENNETH MITAN: 6th Cir. Okays Nunc Pro Tunc Ch. 11 to 7 Conversion
LANCELOT INVESTORS: Bankr. Ct. Halts Minnesota Auditor Suit
LANDSOURCE COMMUNITIES: To Pay Construction Bill to Santa Clarita
LAS VEGAS SANDS: Bank Debt Trades at 26% Off in Secondary Market

LAUTH INVESTMENT: Principals Offer $15MM of Financing to Units
LEAR CORP: Bank Debt Trades at 32% Off in Secondary Market
LYONDEL CHEMICAL: INEOS Objects Plan to Shut Chocolate Bayou Plant
LYONDELL CHEMICAL: LyondellBasell Names Kent Potter as CFO
MAGNA ENTERTAINMENT: Frank Stronach Allegedly Involved in Fraud

MAGNA ENTERTAINMENT: MID Islandi Faces Committee Lawsuit
MARK HEAD: Case Summary & 21 Largest Unsecured Creditors
MEADOWCRAFT INC: Sells Assets, Fate to Be Determined This Week
MERCURY COMPANIES: Manatt Phelps Also Defending Ex-CEO in Suit
MICHAELS STORES: Bank Debt Trades at 20% Off in Secondary Market

MIDDLESEX COUNTY: Moody's Cuts Ratings on $30 Mil. Bonds to 'B3'
MIDWAY GAMES: Panel Wants Dewey LeBoeuf's Fees Slashed by $110,000
MOBILE BAY: Files for Ch 11 Bankruptcy, Blocks Foreclosure Sale
MOMENTIVE PERFORMANCE: Bank Debt Trades at 23% Off
MOTION PICTURE & TV: To Close Senior Care Facility to Stem Losses

NATIONAL ENERGY: Orrick's Bid to Sanction Unit & Counsel Denied
NEIMAN MARCUS: Bank Debt Trades at 22% Off in Secondary Market
NORTEL NETWORKS: To Sell Most of Carrier Networks to Ericsson
NORTEL NETWORKS: Ericsson Bids $1.13BB for CDMA, LTE; Wins Auction
NOVA HOLDING: Deadline to Sell Seneca Plant Set at July 31

NOVA HOLDING: Wants Filing Period Extended to November 30
NRG ENERGY: Moody's Confirms 'Ba3' Corporate Family Rating
NTELOS INC: Moody's Rates $670 Mil. Senior Facilities at 'Ba3'
NV BROADCASTING: Wants Locke Lord as Lead Bankruptcy Counsel
OXNARD GSRS: Proposes Griffith & Thornburgh as Bankruptcy Counsel

P & R GROUP: Case Summary & 20 Largest Unsecured Creditors
PHOENIX KINGDOM: Section 341(a) Meeting Scheduled for August 6
PILGRIM'S PRIDE: To Idle 2 Plants in Alabama and Georgia
PLASTIPAK HOLDINGS: S&P Gives Positive Outlook; Keeps 'BB-' Rating
POLYMER VISION: Files for Ch 11 Bankruptcy; Shuts Down Offices

PRO-HEALTH LLC: U.S. Trustee Appoints 3-Member Creditors Panel
PRO-HEALTH LLC: U.S. Trustee Sets Meeting of Creditors for Aug. 11
QUEST RESOURCE: Nasdaq Grants Continued Listing Request
RATHGIBSON INC: Proposes Young Conaway as Bankruptcy Co-Counsel
RATHGIBSON INC: U.S. Trustee Appoints 3-Member Creditors Panel

RED ROCK PICTURES: May 31 Balance Sheet Upside-Down by $925,818
RITZ CAMERA: Court Okays Sale to CEO & Investors
ROCKWELL DIAMONDS: Posts $4.1MM Net Loss in Quarter Ended May 31
RODNEY CHAPPLE: Case Summary & 20 Largest Unsecured Creditors
RONSON CORP: Forbearance May Be Moved to Aug. 15 on 2 Conditions

SCREENMASTERS LLC: Voluntary Chapter 11 Case Summary
SECURITY BANK: Six Bank Units Closed; State Bank Buys Assets
STEAKHOUSE PARTNERS: Can Sell Liquor License at Former Restaurants
SENSIVIDA MEDICAL: May 31 Balance Sheet Upside-Down by $1 Million
SENSUS METERING: Moody's Assigns 'Ba2' Rating on New Facilities

SHILOH INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B'
SIX FLAGS: Bank Debt Trades at 4% Off in Secondary Market
SOUTHEAST WAFFLES: Receives $20.2 Million Bid From GS Acquisitions
STEVEN TILLESKJOR: Voluntary Chapter 11 Case Summary
SUNGARD DATA: Bank Debt Trades at 4% Off in Secondary Market

SUPERVALU INC: S&P Changes Outlook to Negative; Keeps 'BB-' Rating
T & H INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
TENET HEALTHCARE: Files Prospectus on Plan to Issue Securities
TEXASINDUSTRIES INC: S&P Cuts Corporate Credit Rating to 'B+'
TH PROPERTIES: Court Rejects Motion to Borrow Up to $3 Million

TRI STAR DODGE-CHRYSLER: Has $1.7 Million Bid for Assets
TRIBUNE CO: Bank Debt Trades at 64% Off in Secondary Market
TRIBUNE CO: Court Rules W. Beatty Deposition Must Be Videotaped
UBS AG: Lures Keith Magnus Out of Merrill to Run Asian Team
UNI-MARTS: Insiders' Stalking Horse Bid Requires Releases

UNIVERSAL MARKETING: Case Summary & 20 Largest Unsecured Creditors
URIELS INC: Owner Indicted for Running Ponzi Scheme
US SHIPPING: Modifies Prepackaged Reorganization Plan
VAREL FUNDING: Sector Weakness Prompts Moody's to Junk Ratings
VENETIAN MACAU: Bank Debt Trades at 9% Off in Secondary Market

VISTEON CORP: Bank Debt Trades at 52% Off in Secondary Market
VOOM TECHNOLOGIES: Case Summary & 13 Largest Unsecured Creditors
WATERFORD VILLAGE: Closed; Evans Bank Assumes All Deposits
WAVE SYSTEMS: Raises $4,820,599 by Selling Class A Shares
WCI COMMUNITIES: May Face $40MM in Chinese Drywall Related Claims

YOUNG BROADCASTING: Can Sell Assets to Secured Lenders for $220MM
YOUNG BROADCASTING: Taps Gray Television to Manage Stations

* 7 Banks Shuttered; Year's Failed Banks Now 64
* Consumer Debt Contracts While Household Savings Rise
* McDonald Hopkins Law Firm Continues to Expand in a Down Economy

* BOND PRICING -- For the Week From July 20 to 24, 2009

                            *********


AGRIPROCESSORS INC: Court Approves Sale to Credit Bidder
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa, in
Dubuque, approved the sale of most of the assets of Agriprocessors
Inc. in exchange for $8.5 million in secured debt.  The buyer
purchased the two primary secured claims totaling over $26
million, Bill Rochelle at Bloomberg News said.  According to the
report, several previous attempts to sell the assets failed.

As reported by the Troubled Company Reporter on June 25, 2009, Joe
Sarachek, the court-appointed trustee for Agriprocessors,
supported SHF Industries' $8.5 million offer for most of the
Company's assets.  SHF Industries needed to complete a sworn
disclosure statement disclosing any connections with any creditors
or parties in Agriprocessors' bankruptcy.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the Company in its restructuring
effort.  In its petition, the Company listed assets of $100
million to $500 million and debts of $50 million to $100 million.


AMERALIA INC: Contributes Add'l $450,000 to Natural Soda
--------------------------------------------------------
AmerAlia Inc. and Sentient USA Resources Fund, L.P., are parties
to a shareholder agreement governing their conduct as shareholders
of Natural Soda Holdings Inc.  Pursuant to the agreement, AmerAlia
has received a notice to participate in additional funding of NSHI
in the amount of $2,500,000.  The additional financing will allow
NSHI to fund the expansion of Natural Soda's nahcolite resources,
explore further utilization of NSI's water rights and potential
oil shale.  AmerAlia's proportionate contribution to this
additional financing is $450,000.  Under the recapitalization
agreement completed with Sentient and other parties in October
2008, AmerAlia had reserved $2,880,000 for NSHI capital calls.

NSHI's subsidiary, NSI, is currently engaged in an exploration and
production cavity installation program which is expected to cost
approximately $9 million over time.  While NSI is generating
sufficient free cash flow to provide for most of this expenditure,
NSI needs the additional financing to fund the initial investment.

Consequently, AmerAlia and Sentient have completed the
Contribution Agreement and advanced the required funding to NSHI.

A full-text copy of the Contribution Agreement is available at no
charge at http://ResearchArchives.com/t/s?3ff8

                    2008 Restructuring Agreement

AmerAlia, NSHI and its then 46.5% owned subsidiary, NSI; Bill H.
Gunn and Robert van Mourik, Directors and executive officers of
AmerAlia, entered into a Restructuring Agreement with the Sentient
Entities on September 25, 2008.  On October 31, 2008, the AmerAlia
Parties and the Sentient Entities completed an Amendment to the
Restructuring Agreement.  As a result of the amendment, the
restructuring transaction was divided into two closings.  In
accordance with the amended agreement the first closing occurred
as of October 31, 2008.

Prior to the first closing, the Sentient Entities transferred
their various interests to Sentient USA Resources Fund, L.P.  In
the first closing:

     1. Sentient exchanged all its Series A Debentures and Series
        B1 Debentures, accrued interest and rights to contingent
        interest thereon, its one share of NSHI common stock and
        its 53.5% of the common stock of NSI for 82% of the issued
        common stock of NSHI.

     2. AmerAlia exchanged its Series A Debentures and Series C
        Debentures, accrued interest thereon and its NSHI
        preferred stock for 12.9% of the issued common stock of
        NSHI, giving AmerAlia an aggregate ownership position in
        NSHI of 18%.

     3. Intercompany loans between AmerAlia and NSHI were
        extinguished.

     4. Sentient received an aggregate of 27,875,047 shares of
        AmerAlia common stock:

        (a) 15,277,778 shares of AmerAlia common stock for a total
            purchase price of $5,500,000;

        (b) 6,619,469 shares in satisfaction of various promissory
            notes valued at $2,383,009; and

        (c) 5,977,800 shares in satisfaction of debts valued at
            $2,853,180, indemnification rights and obligations
            acquired from the Mars Trust in August 2007.

     5. Officers and Directors acquired 5,100,858 shares of
        AmerAlia Common Stock in satisfaction of Series A
        Debenture Secured Promissory Notes, unsecured notes and
        accrued compensation valued at $1,836,309.

     6. Other accredited investors acquired 2,433,706 shares in
        satisfaction of $876,134 worth of Series A Debenture
        Secured Promissory Notes.

Sentient no longer holds any debt in either AmerAlia or NSHI.  All
Series A Debentures, Series B1 Debentures and Series C Debentures
issued by NSHI were cancelled.  Following the first closing NSI
again became a wholly owned subsidiary of NSHI.

On December 31, 2008 Sentient purchased an additional 12,149,628
shares of AmerAlia Common Stock for $4,373,866 at the second
closing.  The proceeds from the second closing have been reserved
for use in this priority: (a) as a working capital reserve for
AmerAlia of $1,000,000 (b) as a reserve solely to fund AmerAlia's
share of an anticipated capital call by NSHI, AmerAlia's share of
which is $2,880,000 and (c) additional working capital for
AmerAlia.

In June 2007 AmerAlia's debt to the Bank of America was repaid by
the Mars Trust under a guaranty agreement with the Mars Trust.
Consequently, AmerAlia recognized a related party contribution to
capital of $9,938,022.  The Mars Trust held a right to
indemnification from AmerAlia under the guaranty agreement.
Sentient acquired this indemnification right from the Mars Trust
along with various other debts and shares in August 2007.  Any
potential claim on AmerAlia under the indemnification right was
extinguished at the first closing of the restructuring agreement.

In June 2008 a promissory note with a principal value of
$1,200,000 previously due to HPD was acquired by the Sentient
Entities.  Under the Restructuring Agreement, Sentient agreed to
accept interest at the rate of 6% per year on the note from
June 20, 2008, the acquisition date.  AmerAlia had previously
provided for interest payable to HPD.  As a result of the
acquisition and by agreement with the related party, this interest
provision was extinguished.  Consequently, a gain on the
forgiveness of debt of $536,640 was recorded as a contribution to
capital.

In September 2008 AmerAlia issued 1,402,200 shares of restricted
common stock to holders of Series C Debenture secured promissory
notes in satisfaction and cancellation of such notes and accrued
interest with a total value of $3,311,367.  One of the holders was
a related party.  Consequently, the gain on cancellation of debt
resulted in a contribution to capital of $878,397 from the issue
of 495,820 shares of AmerAlia's common stock valued at $297,492.
The other holder, an accredited investor accepted 906,380 shares
of AmerAlia's common stock valued at $543,828 and AmerAlia
recorded a gain on settlement of debt of $1,591,650.

Following the second closing of the restructuring, Sentient now
owns 72.4% of AmerAlia's common stock.  When combined with its
additional purchase rights and options, Sentient's beneficial
ownership is 74.7%.  In addition, pursuant to the Restructuring
Agreement, Sentient has the right to nominate Peter Cassidy and up
to three additional suitably qualified persons for election by the
shareholders as directors of AmerAlia.

The changes in control of both AmerAlia and NSHI have resulted in
restrictions on the companies' use of their net operating loss
carryforwards.

AmerAlia raised cash through the sale of shares netting $9,873,866
and drawing down the balance of a related party note payable for
$260,000.  AmerAlia used cash to reduce AmerAlia's accounts
payable by $1,089,156, accrued liabilities by $1,018,445 and
interest payable by $378,279.  AmerAlia invested $122,380 in
NSHI's cavities and $26,743 on plant and equipment.  AmerAlia
repaid AmerAlia's bank overdraft of $54,113, related party debts
with $980,000 and other debt obligations with $1,444,150.
AmerAlia provided a short term loan to NSHI of $806,754 to enable
it to meet a demand by the BLM to increase the amount of security
bonding required to sustain its operations.  NSHI is currently
establishing alternative arrangements to repay this loan.
AmerAlia had $3,932,407 in cash at the end of March.

According to the Company's quarterly report filed in May 2009 for
the three-month period ended March 31, 2009, as a result of the
restructuring, AmerAlia holds an investment in NSHI which is
unlikely to produce sufficient distributions of income to meet
AmerAlia's overhead expenses in the short term.  As the effect of
the restructuring has been to repay nearly all of AmerAlia's
obligations, AmerAlia expect that AmerAlia's operating costs will
be reduced to approximately $1,000,000 annually.  In addition,
NSHI may call on its shareholders for additional capital.  While
AmerAlia have reserved $2,880,000 to meet an anticipated capital
call, AmerAlia's remaining cash reserves are required to sustain
AmerAlia's operations and repay remaining obligations.

Under the Restructuring Agreement, Sentient has the right to
purchase up to a total of 5,500,000 additional shares of
AmerAlia's common stock at $0.36 per share until October 31, 2011.
This right can only be exercised to resolve obligations of
AmerAlia that existed at the first closing and have not been
discharged, and only then if the holders of the unpaid obligations
pursue or threaten to pursue claims against us or AmerAlia's
affiliates.

In view of these conditions, the Company said in its March 2009
quarterly report that its ability to continue as a going concern
is dependent upon obtaining additional financing or capital
sources.  AmerAlia's ability to obtain further financing through
the offer and sale of AmerAlia's securities is subject to market
conditions and other factors beyond AmerAlia's control. AmerAlia
cannot assure it will be able to obtain financing on favorable
terms or at all.  If AmerAlia's cash is insufficient to fund
AmerAlia's business operations, AmerAlia's business operations
could be adversely affected.   Insufficient funds may require the
Company to delay, scale back or eliminate expenses and or
employees.

AmerAlia has said it does not expect any significant change in the
number of employees in AmerAlia.  In NSHI, AmerAlia does not
expect the sale of any significant equipment nor any significant
change in the number of NSHI's employees now that NSHI has
established its staffing requirements.  NSHI's objective in
product research and development is to identify customer needs
that present opportunities for securing improved prices and
tonnages while continuing to improve plant output through
additional cavities and plant improvements.

                        About AmerAlia Inc.

AmerAlia, Inc., is in the business of selling a range of natural
products initially derived from the recovery of its natural sodium
resources, the utilization of its water rights and of seeking
title to oil shale resources intermingled with its sodium
resource.  These resources are located in the Piceance Creek Basin
in North West Colorado.

AmerAlia, Inc.'s March 31, 2009, balance sheet showed total assets
of $10,805,813 and total liabilities of $1,922,230 resulting in
stockholders' equity of $8,883,583.  At March 31, 2009, the
Company had $111,001,161 in accumulated deficit.


AMERCABLE INC: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Rating Services said it placed its 'B-'
corporate credit rating on El Dorado, Arkansas-based AmerCable
Inc., along with all issue-level ratings on the Company's debt, on
CreditWatch with negative implications.  AmerCable manufactures
and markets electrical cable products for specialized power and
control applications.  Funded debt outstanding at March 31, 2009,
totaled about $139 million.

AmerCable's recent request to amend its first-lien credit
agreement to allow the Company use up to $20 million of internally
generated cash and equity sponsor contributions to repurchase
first-lien notes at less than par prompted the CreditWatch
listing.  If the amendment is approved, the company could
repurchase the notes through modified Dutch tender auctions.  If
the tender offers are conducted at a significant discount to par,
Standard & Poor's would likely view them as distressed, and
therefore tantamount to default.

"Upon execution of the amendment, S&P would likely lower the
corporate credit rating on AmerCable to 'CCC', reflecting the
increased potential for the company to engage in debt tender
offers that S&P view as distressed," said Standard & Poor's credit
analyst Susan Madison.


ATHILON CAPITAL: S&P Cuts Ratings on Senior Subordinated Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit,
senior subordinated, and subordinated note ratings on Athilon
Capital Corp./Athilon Asset Acceptance Corp.  S&P's outlook on
Athilon remains negative.  Athilon is a credit derivative product
company whose limited purpose is to sell credit protection on
corporate and collateralized debt obligation of asset-backed
securities tranches in the form of credit default swaps.

The lowered ratings reflect S&P's view of:

  -- The updated lifetime loss projection on Athilon's exposure to
     senior tranches of a CDO of ABS transaction, which S&P
     reference as transaction B in this report;

  -- The possibility that a credit event cash settlement payment
     on the CDS on transaction B's senior tranches could occur
     after October 4, 2014, as well as S&P's projected losses
     associated with that potential scenario; and

  -- The further credit deterioration of the reference entities in
     Athilon's corporate tranche CDS portfolio.

The rating actions follow changes to S&P's expected losses for
Athilon's transaction B.  S&P is focusing on transaction B as a
result of the disproportionate impact that it has on Athilon's
credit quality.  Athilon had entered into CDS on senior tranches
of two CDOs of ABS: transaction A's class A-1 senior secured
floating-rate notes and transaction B's class X and A-1 senior
secured floating-rate notes.  S&P no longer includes transaction A
in S&P's analysis, however, because it was already commuted.

                        Transaction B:
     Lifetime Cumulative Loss Estimates On Underlying Assets

Using the same methodology described in S&P's October 31, 2008,
transaction update on Athilon, as well as S&P's updated
residential mortgage-backed securities lifetime loss estimate
assumptions, S&P's total cumulative loss estimates for transaction
B are approximately $387 million for the RMBS assets and
approximately $73 million for the affected CDO assets at the 'AA'
liability rating level.  S&P also estimated the losses on
commercial real estate CDOs and other non-affected CDOs using
S&P's CDO Evaluator 4.1, which resulted in a total cumulative loss
estimate of $2.7 million at the 'AA' liability rating level.
Based on these assumptions, S&P's total cumulative loss estimate
for transaction B's combined assets is approximately
$463.5 million and the implied loss to transaction B's class A-1
notes is approximately $294.2 million at the 'AA' liability
rating.  The increase in the projected loss is due primarily to
S&P's updated RMBS Alternative-A loss assumptions.

                              Table 1
        Total Cumulative Loss Estimates For Transaction B
                      At Different Liability

                                 Ratings

  Item                                                Amount (mil. $)
  ----                                                ---------------
                                                   AAA      AA       A
Cumulative loss estimate (RMBS)                    405.3   387.6   371.0
Cumulative loss estimate (affected CDOs)           73.2    73.2    68.8
Cumulative loss estimate
(CRE CDOs, non-affected CDOs)                      3.2     2.7     2.5
Total loss estimation                              481.7   463.5   442.2
Implied loss to class A-1 note                     312.4   294.2   272.9

          RMBS - Residential mortgage-backed securities.
              CDO - Collateralized debt obligations.
                  CRE - Commercial real estate.

                          Transaction B:
       Standard & Poor's Projected Cash Settlement Amount

As S&P explained in its April 7, 2009, press release on Athilon,
according to the swap documents of the CDS on transaction B's
class X and A-1 notes, a payment shortfall (S&P projects that this
would be an interest payment shortfall because principal is not
due until 2051) that occurs before October 5, 2014, could trigger
a floating amount event.  If a floating amount event were to
occur, Athilon would then be required to make a payment to the
counterparty referencing the shortfall amount.  In this scenario,
the CDS would not be terminated.  A payment shortfall (interest or
principal) that occurs on or after October 5, 2014, would trigger
a credit event, after which the CDS will be terminated and cash-
settled.

In S&P's cash flow analysis of transaction B, S&P assume default
rates derived from S&P's lifetime loss estimates on the underlying
assets listed above; a zero recovery rate for those default rates,
assuming that all of the defaults occur in year 1 for the 'AAA'
and 'AA' liability ratings and in the first four years for the 'A'
liability ratings; and a slow amortization curve.  S&P's cash flow
analysis estimates that the first class A-1 interest shortfall
after October 5, 2014, would occur in January 2018 and the
cumulative interest shortfall at that time would be approximately
$64 million at the 'AA' liability rating.  This captures the
structural features whereby an interest shortfall would occur if
principal amortizations are insufficient to pay interest after the
collateral interest account is exhausted.

Based on its cash flow analysis, S&P projects that the sum of the
class A-1 interest shortfalls before October 5, 2014, could be
approximately $58.7 million at the 'AA' liability rating.  S&P
estimates that principal amortizations would be used to pay
interest between 2014 and 2017, but would be insufficient to
pay interest in January 2018, which would result in an interest
shortfall amount of $5.3 million at the 'AA' liability rating.
S&P estimates that the outstanding balance of transaction B's
class A-1 notes would be approximately $620 million in January
2018 at the 'AA' liability rating.  If S&P assumes that the swap
will be cash-settled in January 2018 at a projected mark-to-market
of approximately 23 cents on the dollar on transaction B's class
A-1 notes, Athilon's total loss on transaction B's class A-1 notes
would be approximately $538 million at the 'AA' liability rating.
Table 2 shows Athilon's estimated CDS payout on transaction B's
class A-1 notes at different liability ratings.

                              Table 2

        Athilon's Estimated CDS Payout On Transaction B's
          Class A-1 Notes At Different Liability Ratings

  Liability   Default    Class A-1 outs.   Int. short      CDS payout
  rating      rate (%)   amt (mil. $)      amt (mil. $)*   amt (mil. $)**
  ---------   --------   ---------------   -------------   --------------
  AAA         33.54              641.3            67.5              558.1
  AA          32.27              619.9            64.0              538.2
  A           30.79              570.1            13.7              449.9

* The cumulative interest shortfall amount on the first interest
  shortfall date after October 5, 2014.  The first interest
  shortfall date after October 5, 2014, is projected to be in
  January 2018 at different liability ratings.

** Athilon's CDS payout amount on transaction B's class A-1 notes.

                       Outs. - Outstandings.

                  Int. short - Interest shortfall.

                     CDS - Credit default swap.

                  Corporate Tranche CDS Portfolio

Since S&P's April 7, 2009, rating actions on Athilon, S&P has
lowered its ratings on a number of the reference entities in
Athilon's corporate CDS portfolio.  As a result, according to the
capital model results that S&P received from Athilon as of July 1,
2009, to maintain the 'AA' issuer credit rating, the contribution
to the required capital from the corporate tranche CDS portfolio
alone would have to increase to $261 million, from $183 million
as of April 2008.  The required capital includes the impact of
potential counterparty termination payments.  This approach is
consistent with S&P's criteria for rating CDPCs.

                        Auction-Rate Bonds

Using the same methodology described in S&P's aforementioned
updates on Athilon, S&P assumes an additional 20% haircut at the
'AAA' liability rating, a 15% haircut at the 'AA' liability
rating, and a 10% haircut at the 'A' liability rating for the
$135.7 million auction-rate bonds that Athilon has invested its
capital in.  The auction-rate bonds have a reported market value
of $106 million. These are "additional" haircuts because S&P
already had existing haircuts on the invested assets.

                              Summary

The rating actions on the issuer credit and debt ratings reflect
S&P's increased projection of Athilon's loss on the CDS for
transaction B's class X and A-1 notes and the rising capital
requirements associated with the corporate CDS portfolio.  S&P is
lowering its issuer credit rating on Athilon as a result of these
increased loss estimates.  Table 3 shows S&P's estimated total
loss for Athilon at different liability ratings.

                              Table 3
                 Estimated Total Loss For Athilon
              At Different Liability Ratings (Mil. $)

                                              Rating
                                              ------
                                     AAA          AA          A
                                     ---          --          -
  Athilon's CDS payout on
  transaction B                      558.1     538.2        449.9
  Auction-rate bond additional
  haircut                             21.2      15.9         10.7
  Corporate exposure required
  capital                            430.9     261.2        216.3
  ----------------------------     -------     -----        -----
  Total                            1,010.2     815.2        676.8

                    CDS - Credit default swap.

S&P will continue to monitor Athilon's exposure to transaction B
and the corporate tranches and S&P will take further rating
actions as appropriate.

                          Ratings Lowered

       Athilon Capital Corp./Athilon Asset Acceptance Corp.

                                             Rating
                                             ------
  Issue                                To               From
  -----                                --               ----
Issuer credit rating                 A/Negative       AA/Negative
Senior subordinated note issues      BB               BBB
Subordinated note issues             CCC              B


AMERICAN FIBERS: GE Capital DIP Facility Extended to August 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
extension of the term of the DIP facility provided by General
Electric Capital Corporation to AFY Holding Company and American
Fibers and Yarns Company from June 26, 2009, to August 28, 2009.

The extension of the maturity date is provided for in a sixth
amendment to the postpetition loan and security agreement, dated
June 26, 2009.

As reported in the Troubled Company Reporter on October 20, 2008,
the Hon. Peter J. Walsh authorized the Debtors to obtain, on a
final basis, up to $7,700,000 in debtor-in-possession financing
under a revolving credit facility with GE Capital.

As security, the lender received first priority security interest
in, and lien upon, all unencumbered assets of the Debtors.  All
financing under the DIP loan are also granted priority over any
and all administrative expenses and fees.

A full-text copy of the postpetition loan agreement between the
Debtors and the lender is available for free at:

               http://ResearchArchives.com/t/s?32ae

A full-text copy of the sixth amendment to the postpetition loan
and security agreement is available at:

      http://bankrupt.com/misc/afy.6thamendmentDIPloan.pdf

                       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.


AMERICAN INT'L: Files Prospectus to Issue New Securities
--------------------------------------------------------
American International Group, Inc., has filed with the Securities
and Exchange Commission a registration statement on Form S-3ASR
regarding its plan to offer an indeterminate number of common
stock, par value $2.50 per share, or preferred stock, par value
$5.00 per share, either separately or represented, in the case of
preferred stock, by depositary shares.

A series of preferred stock may be convertible into or exercisable
or exchangeable for common stock or another series of preferred
stock.  AIG may offer and sell common stock or preferred stock
from time to time in amounts, at prices and on terms that will be
determined at the time of the applicable offering.  AIG's common
stock is listed on the New York Stock Exchange and trades under
the symbol "AIG".

The prospectus describes some of the general terms that may apply
to these securities and the general manner in which they may be
offered.  The specific terms of any securities to be offered, and
the specific manner in which they may be offered, will be
described in a supplement to the prospectus.  The prospectus may
not be used to sell securities unless accompanied by a prospectus
supplement.

A full-text copy of the Prospectus dated July 17, 2009, is
available at no charge at http://ResearchArchives.com/t/s?3ff0

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

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

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

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


ANDREW PALMQUIST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Andrew M. Palmquist
               Patricia L. Palmquist
               3815 Gray Fox Run
               Rockford, IL 61114

Bankruptcy Case No.: 09-73036

Chapter 11 Petition Date: July 23, 2009

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

Debtors' Counsel: Bernard J. Natale, Esq.
                  6833 Stalter Drive, Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532
                  Email: natalelaw@bjnatalelaw.com

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

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

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

The petition was signed by the Joint Debtors.


ARUNKUMAR KAKKAD: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Arunkumar Bhaichand Kakkad
                  aka Arun B. Kakkad
               Madhu Arunkumar Kakkad
               43505 Monroe Street
               Indio, CA 92201

Bankruptcy Case No.: 09-26708

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtors' Counsel: Martha A. Warriner, Esq.
                  Reid & Hellyer APC
                  PO Box 1300
                  Riverside, CA 92502
                  Tel: (951) 682-1771
                  Fax: (951) 686-2415
                  Email: mwarriner@rhlaw.com

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtors' petition, including a list of
their 7 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cacb09-26708.pdf

The petition was signed by the Joint Debtors.


AVANTI SALON & SPA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Avanti Salon & Spa, Inc.
        345 Route 9 South
        Manalapan, NJ 07726

Bankruptcy Case No.: 09-29094

Chapter 11 Petition Date: July 23, 2009

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

Debtor's Counsel: Joseph Casello, Esq.
            Collins, Vella & Casello
            1451 Highway 34 South, Suite 303
            Farmingdale, NJ 07727
            Tel: (732) 751-1766
            Fax: (732) 751-1866
            Email: jcasello@cvclaw.net

Total Assets: $75,900

Total Debts: $1,484,618

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/nyb09-29094.pdf

The petition was signed by Luda Conti, vice president & secretary
of the Company.


AVAYA INC: Purchase of Nortel Biz. Won't Affect S&P's 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Avaya Inc.'s
(B/Negative/--) announced plan to buy Nortel Networks Corp.'s (not
rated) Enterprise Solutions business will not currently affect the
rating or outlook on the company.

On July 20, 2009, Avaya announced an agreement to acquire Nortel's
Enterprise Solutions businesses, including the voice, data, and
government systems units, for US$475 million.  The transaction is
subject to a competitive bidding process and requires the approval
of the U.S. Bankruptcy Court for the District of Delaware and the
Ontario, Canada Superior Court of Justice.  Avaya expects that
hearings before those courts to approve bidding procedures will
be held within the next couple of weeks, followed by an auction
under section 363 of the U.S. Bankruptcy Code and comparable
Canadian regulations, with hearings for approval of the ultimate
sale to be held thereafter.  Additional reviews are expected in
other jurisdictions.  The acquisition is also subject to customary
closing conditions, including receipt of necessary regulatory
approvals.

The acquisition includes substantial uncertainties, including the
final purchase price, Avaya's financing options, and the potential
for a lengthy closing process.  Accordingly, Standard & Poor's
does not anticipate any changes to Avaya's ratings or outlook at
this time.  If the purchase is finalized, S&P will address the
company's plans to manage the integration of the Nortel business,
as well as any effects on Avaya's pro forma financial profile, to
determine any rating impact.


AVIS BUDGET: Bank Debt Trades at 14% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 86.00
cents-on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.11
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 24,
among the 145 loans with five or more bids.

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

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


AVISTAR COMMUNICATIONS: Narrows Q2 2009 Net Loss to $151,000
------------------------------------------------------------
Avistar Communications Corporation reported financial results for
the three and six months ended June 30, 2009:

     -- Total revenue for the second quarter 2009, prepared in
        accordance with GAAP, was $2.9 million, as compared to
        $1.8 million for same quarter in 2008, an increase of 61%.

     -- Operating expense (research and development, sales
        And marketing, and general and administrative) was
        $2.8 million for the second quarter 2009, as compared to
        $3.2 million for the second quarter 2008, representing an
        11% improvement and the stabilization of Avistar's cost
        structure as planned.

     -- Net loss was $151,000 or $0.00 per basic and diluted
        share, as compared to a net loss of $1.6 million, or $0.05
        per basic and diluted share in the second quarter 2008, a
        91% reduction.

     -- Cash and cash equivalents balance as of June 30, 2009 was
        $126,000 and the Company had $4.9 million available
        through its line of credit.  Cash used in operations
        during the six months ended June 30, 2009 was
        $3.0 million, compared to $8.1 million in the first half
        of 2008, a $5.1 million improvement.

     -- Adjusted EBITDA profit for the second quarter 2009 was
        $517,000 compared to a loss of $1.2 million in the same
        quarter of 2008. This shows an improvement of $1.7 million
        and is the fourth quarter in a row of adjusted EBITDA
        profit for the Company.

At June 30, 2009, the Company had $4.1 million in total assets and
$15.2 million in total liabilities, resulting in $11.1 million in
stockholders' deficit.

Robert Kirk, Chief Executive Officer of Avistar, said, "In
reviewing our quarterly and year-to-date financial performance, we
are struck by a seeming disconnect between our current results and
the overwhelming opportunities that exist for our Company.  We
believe that we may have lost visibility into the sales potential
of our product distribution channel that we have labored to build
and missed our targeted revenue in this channel due to a
combination of factors, including continued global economic
uncertainties.  This results in challenges to our original plan
and our past guidance.

"Due to changes in the U.S. patent environment, we continue to see
impediments to our efforts to more fully monetize the intellectual
property portfolio, but we recently unearthed some interesting
partners that may allow us to make the best possible use of our
portfolio in this market.  We believe this represents a
considerable opportunity not contained in our 2009 guidance."

Other significant recent developments included:

     -- On June 17, 2009, the Company launched both the Avistar C3
        Media EngineTM, bringing business class visual
        communications to any application, and demonstrated the C3
        Desktop Standalone edition in high definition at
        InfoComm09 in Orlando, Florida.

     -- At the Citrix iForum 2009 user conference in Edinburgh,
        U.K., Avistar demonstrated the industry's first fully
        scalable, open standards-based visual communications
        experience on the Citrix and Microsoft OCS platforms,
        powered by its C3 Media Engine.

     -- Avistar channel and partner programs continue to develop
        through our relationships with industry leading resellers,
        including AVI-SPL, Communications III, Datamart and Jenne
        Distributors.

      -- In May 2009, $2.9 million of short-term convertible debt
        was converted into common stock at the election of the
        shareholders, resulting in the issuance of 4,199,997
        shares of common stock.

     -- On June 24, 2009, Avistar common stock was delisted by
        NASDAQ due to the market value of the Company's listed
        securities.  The Company's common stock is now quoted and
        traded via Pink OTC Markets, Inc.  Level 2 Quotes can be
        found at http://www.pinksheets.com/under the symbol AVSR.

     -- On July 9, 2009, the Board of Directors of the Company
        appointed Mr. Kirk as Chief Executive Officer of the
        Company effective July 14, replacing Simon Moss.

Mr. Kirk continued, "Additionally, the Company continues to
generate considerable opportunities with its family of component
products. This includes promising technology licensing
partnerships in the past quarter and we are in negotiations with
additional companies that have the market penetration to take
Avistar's component product family too much greater levels of
exposure.  These types of transactions can be transformational in
nature.

"However, all of these promising opportunities are proving to be
challenging to an organization that has taken to heart cost
controls and staffing constraints. We are working hard to optimize
our resources to maximize both short term and longer term revenue
potential, while working within the realities of cash flow.

"Accordingly, management has decided to withdraw financial
guidance for the remainder of 2009. We strongly believe that
management time is best spent exploring the opportunities and
prioritization necessary to exploit these items that lay in front
of us, rather than continuing to spend considerable time
reconciling past financial performance."

                   About Avistar Communications

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


BANK OF AMERICA: Loses Merrill's Keith Magnus Out to UBS
--------------------------------------------------------
UBS AG has hired Keith Magnus from Merrill Lynch to run its
Singapore and Malaysia investment banking team, Rick Carew at The
Wall Street Journal reports, citing people familiar with the
matter.

According to WSJ, Mr. Magnus has advised on a number of deals in
recent months, including a rights issue totaling 1.84 billion
Singapore dollars (about $1.28 billion) for Singaporean property
developer CapitaLand Ltd.

Citing a source, WSJ says that losing Mr. Magnus is the latest
blow to Bank of America Corp.'s efforts to keep its Asia
investment banking team intact.  The bank, according to the
report, has lost several key Merrill bankers in recent months.

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

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

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

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


BANK OF AMERICA: Neil Cotty Returns as Chief Accounting Officer
---------------------------------------------------------------
Neil A. Cotty has been named chief accounting officer at Bank of
America Corporation effective July 27, Joe L. Price, chief
financial officer.  Mr. Cotty will succeed Craig Rosato, who has
been named consumer credit risk executive reporting to Chief Risk
Officer Greg Curl.

Mr. Cotty most recently has been chief financial officer of the
company's Global Banking and Global Wealth and Investment
Management businesses.  Previous to that appointment last fall, in
the wake of the acquisition of Merrill Lynch, he had served as
chief accounting officer of Bank of America.

"While Craig did a great job as CAO, there is a greater need for
his experience and talent in the Consumer Credit Risk area," Mr.
Price said.  "I am quite pleased that Neil has agreed to return
from New York to take the CAO position.  He provides great
experience and, importantly, continuity as we go forward."

"Craig was the most experienced and appropriate person to assume
the consumer risk role," Mr. Curl said.  "He has valuable
experience in helping to run and then exit our subprime consumer
lending operation earlier in this decade and in other key risk
management roles."

Mr. Cotty, 54, joined NationsBank in March 1996 as the controller
of Capital Markets, and then served as the chief financial officer
of Global Finance until the merger with BankAmerica Corp.
Following the merger, Mr. Cotty served as the controller for Bank
of America until June 1999.  He assumed the role of finance
support executive for the Global Corporate and Investment Bank in
July 1999 and held that role until December 2002.  Mr. Cotty
assumed the role of senior finance executive for consumer products
supporting Barbara Desoer in January 2003.  He was also
responsible for managing groups that support balance sheet
management, marketing, and asset securitization.  He assumed the
role supporting commercial banking in October 2003 and the role of
Bank of America chief accounting officer in April 2004.

Mr. Cotty is a Certified Public Accountant and a graduate of
Hofstra University.

Prior to his current role, Mr. Rosato, 45, was the controller for
Bank of America's Global Consumer and Small Business Banking
Group.  GCSBB included the retail bank, card services, and home
loans and insurance.  In this role, he had primary responsibility
for the financial controls, financial planning and forecasting,
and closing and financial reporting processes.  He has also served
as the finance executive for deposits and student banking,
corporate treasury, and corporate investments.  Mr. Rosato joined
Bank of America in 1996 as a vice president in the finance group.
In February 2000, he relocated to Jacksonville, Florida to join
the consumer finance group where he was a member of the team that
made the strategic decision to exit the auto leasing, subprime
real estate and manufactured housing businesses.  He spent the
next four years managing the liquidation of those businesses.  In
June 2004, he returned to Charlotte as the commercial credit risk
executive in enterprise credit risk where he was responsible for
the country risk group, industry risk and macroeconomic
forecasting.  He also served as the secretary of the country risk
committee and as a member of the allowance for credit losses
committee.  Prior to joining Bank of America, Mr. Rosato was a
senior manager in the financial services industry group at Ernst &
Young where he spent more than 10 years specializing in mortgage
banking, auto finance and large financial services companies.

Mr. Rosato graduated cum laude from the University of Maryland at
College Park with a bachelor's degree in accounting.  Mr. Rosato
is a Certified Public Accountant.

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

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

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

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


BANK OF AMERICA: Starts Foreclosure Relief Program Notifications
----------------------------------------------------------------
Bank of America said that letters are being mailed to borrowers
who may be eligible for the foreclosure relief program included in
an agreement with state Attorneys General disclosed in October
2008.  Up to $150 million is allocated nationally to provide
assistance for certain borrowers who experienced a foreclosure,
short sale or deed-in-lieu of foreclosure on their mortgage
originated by Countrywide.  Participating states may have
additional eligibility criteria.

Forty states are participating in the program and have been
allocated funds.  Borrowers will be notified by letter from their
state if they are eligible to receive a settlement payment.
Payment amounts will vary.

A third-party administrator, Rust Consulting, will manage
notifications and payment processing.  The administrator will
begin issuing checks during the first quarter of 2010.  Inquiries
concerning the foreclosure relief program should be directed to
Rust Consulting at 866.411.6987 or countrywidesettlementinfo.com.

The foreclosure relief program is one of three components of the
2008 agreement with state Attorneys General.  The second
component, the National Homeownership Retention Program, is
designed to achieve affordable and sustainable mortgage payments
for up to 400,000 borrowers who financed their homes with subprime
or payment option adjustable rate mortgages serviced by
Countrywide.

The third component of the agreement provides relocation
assistance to borrowers who experience a foreclosure sale and
agree to leave the property voluntarily and appropriately.  They
are eligible to receive a cash payment to ease their transition to
a new place of residence.

For more information about the National Homeownership Retention
Program, foreclosure relief payments and relocation assistance
offered to qualified Countrywide borrowers, as well as a list of
states participating in the foreclosure relief program, visit:

       http://my.countrywide.com/media/HRPFactSheet.html.

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

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

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

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


BANK OF AMERICA: Moody's Reviews 'D+' Bank FSR of FIA Card Svcs.
----------------------------------------------------------------
On July 22, Moody's placed on review for possible downgrade all
classes of the asset-backed credit card securities issued by the
special purpose credit card trusts of Bank of America Corporation,
as well as the D+ Bank Financial Strength Rating of FIA Card
Services, N.A., the bank subsidiary of BAC where most of its
Global Card Services segment is housed.  The rating actions
reflect Moody's concerns over the continued sharp erosion in the
credit quality of BAC's credit card portfolio, which has been
significantly worse than Moody's expectations.

These concerns also have implications for the ratings of BAC
itself and those of its other affiliates and subsidiaries,
including Bank of America N.A.  However, given the larger size and
greater diversification of earnings at BAC and BANA, the ratings
implications are more limited.  Moody's placed the D BFSR of BANA
on review for possible upgrade on May 14, 2009.  The review is
considering the positive impact on the bank's stand-alone credit
profile from BAC's now completed capital raising initiatives,
which have added $32.4 billion in common equity and will reduce
BAC's annual preferred dividend by $1.0 billion.  However, Moody's
now believes that the positive benefits of the capital raise may
be partially offset by higher than anticipated credit card losses
over the next one to two years.  Moody's is continuing the review
for upgrade of BANA's BFSR, but is also considering the higher
than anticipated credit card losses in the context of this review.

At the same time, Moody's outlook on the ratings for BAC's
deposits, senior debt and senior subordinated debt remains stable.
Those ratings are based on Moody's expectation of very high
systemic support for those instruments, and the view that such
support will enable the substantial value of BAC's franchise to
materialize in the medium to long-term.  The deterioration in
BAC's credit card portfolio does not reduce Moody's view of the
likelihood of such support.  This is consistent with Moody's
recalibration announced in February 2009 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 BAC was on May 14, 2009, when Moody's
placed the BFSR of BANA on review for possible upgrade, changed
the outlook on BAC's non-cumulative preferred securities to
developing from negative, and changed the outlook on BAC's junior
subordinated trust preferred securities to stable from negative.

Bank of America Corporation is headquartered in Charlotte, North
Carolina.  The bank reported total assets of $2.3 trillion and
total shareholders' equity of $255 billion as of June 30, 2009.


BARNEYS NEW: Moody's Downgrades Corporate Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Barneys New York, Inc.'s
ratings, including its Corporate Family Rating and Probability of
Default Rating to Caa3, and the rating on its senior secured term
loan to Caa3.  The ratings outlook is negative.

The downgrades reflect Barneys' strained financial condition and
liquidity stemming from significant declines in revenue and
earnings that are consistent with the overall luxury retail
segment, on top of a sizeable debt load associated with the 2007
acquisition by Istithmar PJSC.  Despite the company's focus on
reducing costs and improving free cash flow through inventory and
capital spending reductions, the company's credit metrics remain
very weak.  Near term improvement could be limited due to the
expectation that retail spending, especially on luxury items, will
continue to contract over the near term, although at a declining
rate.  The ongoing CEO vacancy also remains a concern in this
difficult environment.

In Moody's opinion, Barneys' near term liquidity is expected to be
weak, notably given the seasonality of working capital needs.
While acknowledging some expectation for periods of positive free
cash flow, Moody's remains concerned that in the aggregate, free
cash flow will remain negative over the near term.  The company
has a $200 million asset-based revolver (not rated by Moody's),
which is likely at its seasonally low borrowing base availability,
and excess revolver availability is likely limited due to higher
than expected borrowing to fund recent cash flow deficits.  The
facility has a springing financial covenant, a minimum fixed
charge coverage ratio, should excess availability fall below
$20 million.  Moody's believes that the company would not meet
this test, if required. In the past, the sponsor has provided
various forms of liquidity support.

These ratings have been downgraded:

* Corporate Family Rating to Caa3 from Caa1;

* Probability of Default Rating to Caa3 from Caa1;

* Senior secured term loan to Caa3 (LGD3, 44%) from Caa1 (LGD3,
  45%).

The last rating action on Barneys was on November 4, 2008, when
Moody's downgraded the company's CFR to Caa1 with a negative
outlook.

Barneys New York, Inc., is a privately held, luxury fashion
specialty retailer.  As of July 4, 2009, the company operated 41
stores in the United States, with LTM revenues in approaching
$675 million.


BARZEL INDUSTRIES: Defers $18.1MM Note Payment Until October 13
---------------------------------------------------------------
Barzel Industries, Inc., reports that on July 17, 2009, the
Company and the holders of its 11.5% Senior Secured Notes due 2015
entered into an amendment to the Deferral Agreement, under which
the $18.1 million interest payment due on August 14, 2009,
pursuant to the Notes and the Deferral Agreement was further
deferred until October 13, 2009.  No default or event of default
under the Indenture occurred by reason of the deferral.

On July 17, 2009, Barzel entered into Amendment No. 3 to its ABL
Credit Agreement, providing up to an additional $6.0 million of
liquidity to the Company based on its current business plan.
Under Amendment No. 3, the availability block was reduced to
$1.5 million providing availability under the ABL Credit Agreement
of up to $18.5 million.

On May 30, 2009, the Company's long-term debt was $315.0 million
(representing $315.0 million of Senior Secured Notes and $0 drawn
on the ABL Credit Facility).  Cash and cash equivalents were
$5.1 million (or a net debt of $309.9 million).

Headquartered in Norwood, Massachusetts, with operational hubs in
Mississauga, Ontario and Montreal, Quebec, Barzel Industries --
http://www.barzel.com/-- operates a network of 15 manufacturing,
processing and distribution facilities in the United States and
Canada.  The Company offers a wide range of metal processing
solutions to a variety of industries, from construction and
industrial manufacturing to transportation, infrastructure
development and mining.


BASIC ENERGY: S&P Assigns 'BB-' Rating on $225 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue rating to Basic Energy Services Inc.'s proposed $225 million
in new senior secured notes due 2014.  S&P assigned a '2' recovery
rating to the secured notes, indicating expectations of
substantial (70% to 90%) recovery in the event of a payment
default.  At the same time, S&P lowered its issue level rating on
Basic's existing $225 million senior unsecured notes to 'B-' from
'B+' and revised S&P's recovery rating on the unsecured notes to
'6' from '4', indicating S&P's expectations of negligible (0% to
10%) recovery in the event of a payment default.

The corporate rating on Basic remains unchanged at 'B+'.  The
outlook is negative.

The changes to the issue and recovery ratings on Basic's secured
and unsecured debt reflect S&P's revised recovery assumptions,
including a lowered default valuation for Basic based on recent
negative industry trends and given that the new secured notes will
only be collateralized by 60% of Basic's assets.

Proceeds from the new $225 million senior secured notes will be
used to fully repay $180 million in borrowings under Basic's
revolving credit facility and for general corporate purposes.  The
new senior secured notes offering follows an unsuccessful
$225 million unsecured note offering earlier this month.

Following the new note issue, Basic will terminate its existing
$225 million revolving credit facilities that consist of an
$80 million tranche A portion (maturing in 2010) and a
$145 million tranche B portion (maturing in 2012).  The company
announced earlier this month that it did not intend to further
utilize its senior secured revolving credit facility and that it
would likely violate financial covenants later in the year.

Pro forma for the new notes offering and repayment of $180 million
in current borrowings under its credit facilities, S&P expects
Midland, Texas-based Basic will have about $530 million in total
debt (including capital leases) and cash balances of about
$172 million ($16 million of which will be used to collateralize
outstanding letters of credit).

The negative outlook on Basic reflects S&P's concern that
continued weakness in core U.S. oilfield services markets could
pressure Basic's credit quality further if industry conditions do
not show signs of stabilizing or moderately improving from second
quarter levels over upcoming quarters.  Stabilization of ratings
at the current 'B+' level would necessitate several sequential
quarters of strengthening equipment utilization, margins, and cash
flow.


BERNARD KOSAR: Lists Debt Totaling $18.9 Million
------------------------------------------------
Former professional football quarterback Bernard Kosar filed his
schedules of assets and liabilities with the U.S. Bankruptcy Court
for the Southern District of Florida in Fort Lauderdale.  Mr.
Kosar, according to Bill Rochelle at Bloomberg News, disclosed
assets of $9.1 million against debt totaling $18.9 million.

Bernie Kosar is a former Cleveland Browns and University of Miami
quarterback.  He lives in the Fort Lauderdale suburb of Weston.

Mr. Kosar filed for Chapter 11 reorganization on June 19 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar in his restructuring efforts.  The petition said that
Mr. Kosar had assets of $1,000,001 to $10,000,000 and debts of
$10,000,001 to $50,000,000.


BIG 10 TIRE: Will Retain Branding Following Emergence
-----------------------------------------------------
James E. Guyette at Motor Age reports that Big 10 Tire Stores,
Inc., which has emerged from Chapter 11 bankruptcy, will retain
its Big 10 name, signage, and other aspects of its branding.

As reported by the Troubled Company Reporter on July 2, 2009, Big
10 Tire completed the sale of its operations to New Big 10 Tire
Stores, Inc., an affiliate of Sun Capital Partners, Inc.

Motor Age relates that select locations are now open on Sundays
from 10:00 a.m. to 4:00 p.m. except for participating stores in
the Orlando area that will open an hour earlier at 9:00 a.m.

Headquartered in Mobile, Alabama, Big 10 Tires Stores Inc. --
http://www.big10tires.com/-- offers an array of tire products
consists of performance, light truck and sport utility and all-
season touring tires in Alabama, Georgia and Florida.  The Company
and three of its affiliates filed for protection on April 2, 2009
(Bankr. D. Del. Lead Case No. 09-11173).  Chad A. Fights, Esq.,
and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
and $50 million in their filing.


BRYAN DETERS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bryan Deters
           dba Foothill Mortgage
        2377 W. Foothill Blvd. 37
        Upland, CA 91786

Bankruptcy Case No.: 09-26609

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Michael R. Totaro, Esq.
            Totaro & Shanahan
            POB 789
            Pacific Palisades, CA 90272
            Tel: (310) 573-0276
            Fax: (310) 496-1260
            Email: mtotaro@aol.com

Total Assets: $1,720,645

Total Debts: $1,843,982

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

            http://bankrupt.com/misc/cacb09-26609.pdf

The petition was signed by Mr. Deters.


BSC DEVELOPMENT: Statler Towers to be Auctioned on August 12
------------------------------------------------------------
Cash Realty & Auctions will conduct an on-site bankruptcy-ordered
auction of the Statler Towers building located at Delaware Avenue,
Buffalo, New York on August 12, 2009, at 11:00 a.m.

The 752,158 sq. ft. building sits on a 2.07 acre lot in the heart
of Buffalo -- close to the Buffalo Niagara Airport, the Peace
Bridge and Interstate 90 Thruway.  The building was formerly known
as the Statler Hilton Hotel.

Cash Realty & Auctions may be reached at:

     Cash Realty & Auctions
     1295 Main Street
     Buffalo, NY 14209
     Tel: (716) 885-2200
     Fax: (716) 885-9162

As reported in the Troubled Company Reporter on June 22, 2009,
James Fink at Business First of Buffalo reports that Buffalo
attorney Stephen Schop turned over to Morris Horwitz, the trustee
for BSC Development BUF LLC's Statler Towers, paperwork concerning
the sale of the towers to Bashar Issa in 2006.  Mr. Issa is
Statler Towers' former owner.

The paperwork also includes a $4.5 million mortgage for the
Delaware Avenue building that Mr. Issa's father, Mahmoud al Issa,
obtained in 2008, says Business First.

According to Business First, the Hon. Carl Bucki of the U.S.
Bankruptcy Court for the Western District of New York ordered, at
the behest of Mr. Horwitz, the submission of the documents.

Business First relates that the Statler Tower is set for a court-
imposed auction on July 14.  The report says that bids are due on
July 9.  Judge Bucki, according to the report, said that he hopes
to have the deal closed and new owners in place by the end of
July.

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed a Chapter 11
bankruptcy petition for BSC Development BUF LLC, aka BSC Tower,
LLC, on April 13, 2009 (Bankr. W.D.N.Y. Case No. 09-11550).


CCM MERGER: S&P Puts 'B-' Corporate Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Detroit, Michigan-based casino operator CCM
Merger Inc. on CreditWatch with positive implications, along with
all issue-level ratings on the company's debt.

S&P's CreditWatch listing reflects the need to reassess S&P's
rating assumptions pertaining to the company's operating
performance and S&P's belief that the refunding of the $50 million
Economic Development Corporation bonds earlier in the year will
likely enable the company to improve credit measures throughout
2009.  In February 2009, S&P affirmed its 'B-' corporate credit
rating on the company and revised the rating outlook to negative
based on an expectation that revenue would decline as much as 10%
and EBITDA would decline up to the mid-teens percentage area
during 2009.  In addition, S&P assumed that the company would need
to draw down on its revolver in order to repay the maturing EDC
bonds, which were scheduled to mature in May 2009 (this concern
was alleviated at the end of March, when the maturity date of the
bonds was extended to March 2039).

Given reported operating statistics from the Michigan Gaming
Control Board (MGCB), S&P expects that its earlier assumptions for
CCM's 2009 performance may prove to be conservative.  For the
first half of 2009, the MGCB reported a 2.3% decline in CCM's
adjusted gross revenue, mirroring the 2.3% decline in adjusted
gross revenue for the total Detroit gaming market.  S&P previously
expected a 10% decline in revenue (based largely on weakness in
the regional economy stemming from the auto industry and high
unemployment) for the year and that the company's cushion relative
to its total leverage covenant would thin.  Based on top-line
performance year to date and the refinancing of the EDC bonds, S&P
intend to reevaluate S&P's prior expectations for the company's
credit measures relative to covenant thresholds.

"We intend to resolve S&P's CreditWatch listing upon its review of
the company's second-quarter financial results and a reassessment
of S&P's prior expectations," noted Standard & Poor's credit
analyst Michael Listner.  "In the event S&P determine that the
company can realize a less severe decline in operating performance
than S&P previously expected, and can improve its credit measures
to a level where there is an adequate cushion relative to
financial covenants, S&P would consider raising the rating to
'B'."


CHESTNUT FRANKLIN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Chestnut Franklin, LLC
        1101 W. Hamilton Street
        Allentown, PA 18101

Bankruptcy Case No.: 09-21883

Chapter 11 Petition Date: July 23, 2009

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

Judge: Richard E. Fehling

Debtor's Counsel: Richard D. Franzblau, Esq.
                  Richard D. Franzblau LLC
                  1275 Glenlivet Drive, Suite 100
                  Allentown, PA 18106
                  Tel: (610) 417-9074
                  Email: rdfranz@rdfllc.com

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

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

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

The petition was signed by Leonel Baez, president of the Company.


CHIROPRACTIC WELLNESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Chiropractic Wellness Center P.S., Inc.
           aka Coal Creek Chiropractic
        Avidex Building, Suite #124
        13555 Bel-Red Road
        Bellevue, WA 98005

Bankruptcy Case No.: 09-17276

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Thomas F. McGrath Jr., Esq.
                  McGrath Corporation
                  13555 Bel-Red Rd Ste 124
                  Bellevue, WA 98005
                  Tel: (425) 644-6997
                  Email: mcgrathcor@aol.com

Estimated Assets: $100,001 to $500,000

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

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

The petition was signed by Melinda A. Maxwell, president of the
Company.


CHOCOLATE MOUNTAIN: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chocolate Mountain Ranch Estates, LLC
           c/o May Group Inc.,
        9340 Hazard Way, Suite A-3
        San Diego, CA 92123

Bankruptcy Case No.: 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) 356-5588

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 LLC: Lawyers' Fees Decline by More Than Half in June
-------------------------------------------------------------
Jones Day, the lead bankruptcy counsel for Chrysler LLC, applied
to the Bankruptcy Court for allowance of $4.9 million in fees for
the month of June.  The firm applied $12.7 million in fees and
expenses for May.

For May, professionals retained in connection with Chrysler LLC's
bankruptcy cases filed applications for payment of these fees and
reimbursement of expenses:

Professional        Applicable Period           Fees   Expenses
------------        -----------------           ----   --------
Jones Day          04/30/09 - 05/31/09   $12,445,718   $256,471

Schulte Roth &     04/30/09 - 05/31/09     3,613,827     54,821
Zabel LLP

Kramer Levin       05/05/09 - 05/31/09     2,487,741     30,659
Naftalis & Frankel

Capstone Advisory  04/30/09 - 05/31/09     1,795,140    134,504
Group LLC

Mesirow Financial  05/08/09 - 05/31/09       382,188      3,940
Consulting LLC

Cahill Gordon &    05/01/09 - 05/31/09       227,869      6,486
Reindel LLP

                        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: Won't File for Chapter 11 if Tender Offer Successful
---------------------------------------------------------------
CIT Group Inc. on July 23, 2009, amended the terms of its cash
tender offer for its outstanding Floating Rate Senior Notes due
August 17, 2009, commenced on July 20 by disseminating a
supplement.

The Company said in a regulatory filing that the purpose of the
supplement to the Offer to Purchase is, among other things, to:

    * clarify that each member of the Steering Committee for the
      senior secured term loan facility, dated July 20, 2009, has
      committed to tender, and each initial new term loan lender
      participating in the incremental $1 billion portion of the
      Term Loan Financing is required to commit to tender, its
      Floating Rate Senior Notes due August 17, 2009 pursuant to
      CIT Group Inc.'s offer to purchase for cash any and all of
      the Notes pursuant to the terms of the Offer to Purchase;

    * increase the Early Delivery Payment to $50.00 per $1,000
      principal amount.  As a result, the purchase price offered
      hereby for the Notes validly tendered (i) prior to 5:00
      p.m., New York City time on July 31, 2009 (the "Early
      Delivery Time") is $825.00 per $1,000 principal amount of
      Notes and (ii) after the Early Delivery Time is $775.00 per
      $1,000 principal amount of Notes, in each case upon
      acceptance of such Notes for payment pursuant to the terms
      of the Offer;

    * allow the Company to accept tendered Notes prior to the
      scheduled expiration date for the Offer, if requested by the
      Steering Committee, provided that the Minimum Tender
      Condition (as defined in the Offer to Purchase) has been
      satisfied and all other conditions to the Offer have been
      satisfied or waived;

    * clarify that if the Offer is successfully completed, the
      Company and the Steering Committee do not intend for the
      Company to seek relief under the U.S. Bankruptcy Code but
      rather to pursue restructuring efforts through other means.
      However, there can be no assurance that these restructuring
      efforts will be successful; and

    * clarify that if the Offer is not successfully completed, the
      terms of the Term Loan Financing do not permit the Company
      to use the proceeds thereof to make the upcoming August 17,
      2009 maturity payment on the Notes, which, unless the
      Company is able to obtain alternative financing, would
      result in an event of default under the terms of the Term
      Loan Financing and the Company may need to seek relief under
      the U.S. Bankruptcy Code, unless the Company is able to
      obtain alternative financing.

CIT Group said in a July 21 filing with the Securities and
Exchange Commission that it will need to file for Chapter 11
protection if it can't complete a successful tender offer for $1
billion in bonds that mature Aug. 17.  CIT said its existing
liquidity isn't sufficient.  Even if the tender at 82.5% is
successful, CIT said the company "will require significant
additional funding during the remainder of 2009 and beyond to
operate our business."  A copy of that SEC filing is available for
free at http://researcharchives.com/t/s?4000

An adviser to CIT Group bondholders who provided $3 billion in
stopgap financing is recommending that the finance company
reorganize in Chapter 11 even if the $1 billion debt swap in
August is successful, a person familiar with the matter told
Bloomberg News.  The adviser is also recommending a Chapter 11
filing if the swap doesn't generate the required 90% acceptances
before the notes matures Aug. 17, Bill Rochelle at Bloomberg News
said.

As reported by the TCR on July 21, CIT Group has entered into a
$3 billion loan facility provided by a group of the Company's
major bondholders.  CIT further intends to commence a
comprehensive restructuring of its liabilities to provide
additional liquidity and further strengthen its capital position.
The actions, including a $3 billion secured term loan with a 2.5
year maturity, are intended to provide CIT with liquidity
necessary to ensure that its important base of small and middle
market customers continues to have access to credit.

CIT said July 15 that it has been advised that there is no
appreciable likelihood of additional government support being
provided over the near term.  The Company's Board of Directors and
management, in consultation with its advisors, are evaluating
alternatives.

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

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

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

                        Prepack Bankruptcy?

According to Bloomberg News, a person familiar with the matter
said that Jeffrey Werbalowsky, chief executive officer of
bondholder adviser Houlihan Lokey Howard & Zukin, said on a call
with creditors on July 22 that if CIT succeeds in exchanging 90%
of the $1 billion of floating-rate notes that come due on August
17, the lenders should require CIT to try to restructure out of
court through debt exchanges with a pre-packaged bankruptcy
option, Bloomberg relates.

Bloomberg reported that another source said that a pre-packaged
bankruptcy is likely because it will be difficult to get almost
all of CIT's bondholders to agree to lessen their claims out of
court.  Bloomberg notes that a pre-packaged reorganization could
let CIT cut the $7 billion of unsecured debt that matures by
June 30.  Bloomberg states that investors led by Pacific
Investment Management Co. and Centerbridge Partners LP are
preparing to take more control of CIT.

Bloomberg quoted Mr. Werbalowsky as saying, "Plan A is to get the
tender offer successfully closed and promptly complete exchange
offers out of court."

A source said that if the tender offer fails, Houlihan will
recommend the bondholders to let CIT file for bankruptcy before
paying the August maturity, Bloomberg relates.

                         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.


CITIGROUP INC: Citi Funding Files Pricing Supplement to 2024 Notes
------------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
final pricing supplement on Form 424B2 relating to Citigroup
Funding Inc.'s planned issuance of $11,000,000 in Callable LIBOR
Range Accrual Notes Due July 28, 2024.

Citigroup Funding anticipates $10,835,000 in proceeds from the
issuance.

Any payments due from Citigroup Funding are fully and
unconditionally guaranteed by Citigroup Inc.

If not previously called by Citi Funding, the notes have a
maturity of roughly 15 years and will mature on July 28, 2024.  At
maturity the noteholder will receive for each note held an amount
in cash equal to $1,000 plus any accrued and unpaid interest.

Unless called by Citi on any payment date, the notes will bear
interest at the rate of 10.75% per annum on each calendar day when
the floating interest rate commonly referred to as "six-month U.S.
dollar LIBOR" is determined to be less than or equal to 7%.
However, beginning on the fourth calendar day immediately
preceding any interest payment date the rate for six-month U.S.
dollar LIBOR for each calendar day remaining in that interest
period will be deemed to equal the rate for six-month U.S. dollar
LIBOR applicable to the fifth calendar day immediately preceding
that interest payment date.

On each calendar day for which six-month U.S. dollar LIBOR is
determined to be greater than 7%, no interest will accrue on the
notes.  As a result, interest payments on the notes will vary and
could be zero.

Interest on the notes is payable quarterly on each January 28,
April 28, July 28, and October 28, beginning on October 28, 2009
and ending on the maturity date.

Citi may call the notes, in whole and not in part, for mandatory
redemption on any interest payment date, upon not less than 10
calendar days' notice.  Following an exercise of Citi's call
right, the noteholder will receive for each note held an amount in
cash equal to $1,000 plus any accrued and unpaid interest.

Citi will not apply to list the notes on any exchange.  Notes
could be called as soon as three months from the pricing date.

The notes are not deposits or savings accounts but are unsecured
debt obligations of Citigroup Funding.  The notes are not insured
by the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.

A full-text copy of the final pricing supplement:

               http://ResearchArchives.com/t/s?3ff5

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the notes, will receive an
underwriting fee of $15.00 for each $1,000 note sold in this
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets $15.00 from this underwriting fee for each note they sell.

Citigroup Global Markets will pay the Financial Advisors employed
by Citigroup Global Markets and Morgan Stanley Smith Barney LLC,
an affiliate of Citigroup Global Markets, a fixed sales commission
of $15.00 for each note they sell.  Additionally, it is possible
that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to the offering, even if the
value of the notes declines.

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Citi Funding to Issue Buffer Notes Due 2012
----------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
free writing prospectus on Form FWP regarding Citigroup Funding
Inc.'s plan to issue Buffer Notes Based Upon the Dow Jones-UBS
Commodity IndexSM.

The Notes are designed for investors who seek potential enhanced
upside participation in any increase in the value of the Dow
Jones-UBS Commodity IndexSM during the term of the Notes -- the
Underlying Asset -- subject to a maximum total return on the Notes
of 60% to 80% -- approximately 20% to 26.67% per annum on a simple
interest basis, to be determined on the Pricing Date -- of the
principal amount of the Notes.  The Notes offer protection against
a decline of 10% or less in the value of the Underlying Asset.
However, investors will lose some, and up to 90%, of their
principal if the Underlying Asset declines by more than 10%.

The Notes are not principal protected and do not pay periodic
interest.

The Notes mature in 2012.

The Notes will be issued in denominations of $50,000 and integral
multiples of $50,000 in excess thereof.  The minimum investment
amount will be $100,000.

The Notes are a series of unsecured senior debt securities issued
by Citigroup Funding. Any payments due on the Notes are fully and
unconditionally guaranteed by Citigroup Inc., Citigroup Funding's
parent company.  The Notes will rank equally with all other
unsecured and unsubordinated debt of Citigroup Funding and, as a
result of the guarantee, any payments due under the Notes will
rank equally with all other unsecured and unsubordinated debt of
Citigroup Inc.  The return of the principal amount of investment
in the Notes at maturity is not guaranteed.

The Notes are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.

Citigroup Funding as issuer, and Citigroup Inc. as guarantor, have
filed a registration statement (including a prospectus supplement
and prospectus) with the Securities and Exchange Commission for
the offering to which this communication relates.

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the Notes, will receive an
underwriting fee of up to $1,125 for each $50,000 Note sold in the
offering.  Citigroup Global Markets will pay the Registered
Representatives of Citigroup Global Markets a sales commission of
up to $1,000 for each Note they sell.  Additionally, it is
possible that Citigroup Global Markets may profit from expected
hedging activity related to this offering, even if the value of
the Notes declines.

A full-text copy of the Free Writing Prospectus is available at no
charge at http://ResearchArchives.com/t/s?3ff4

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Closes Exchange Deal with Private Holders, US Govt
-----------------------------------------------------------------
Citigroup Inc. said Thursday that, as planned, it completed the
previously announced exchange offers with private holders of
convertible preferred securities and the previously announced
matching exchange offer with the U.S. Government:

Citi said $12.5 billion in aggregate liquidation value of
convertible preferred securities held by the private holders were
exchanged for interim securities and warrants.  The U.S.
Government exchanged $12.5 billion in aggregate liquidation value
of its non-convertible preferred securities for interim securities
and warrants.

The interim securities will convert to common stock, subject to
shareholder authorization of the increase in Citi's authorized
common stock.  The interim securities are a common stock
equivalent.  If shareholder authorization of the increase in
Citi's authorized common stock is not received, the interim
securities will pay a 9% dividend that will increase quarterly up
to a cap of 19%.  The warrants only become exercisable in the
event shareholder authorization of the increase in Citi's
authorized common stock is not obtained and will entitle the
holders to purchase a total of 790 million shares of Citi common
stock at $0.01 per share.

Citi's previously announced exchange offers for publicly held
convertible and non-convertible preferred and trust preferred
securities was scheduled to expire at 5:00 p.m., New York City
time, on July 24, 2009, unless extended by Citi.  The U.S.
Government has agreed to match the liquidation value of securities
exchanged in the public exchange, up to an additional
$12.5 billion in aggregate liquidation value, by exchanging
additional preferred securities for additional interim securities.
The U.S. Government will exchange its remaining preferred
securities that are not exchanged for additional interim
securities into new trust preferred securities bearing an annual
coupon of 8%.

Meanwhile, Citi filed with the Securities and Exchange Commission
a copy of:

     -- the Terms Agreement, dated July 20, 2009, among the
        Company and the underwriters, relating to the offer and
        sale of the Company's 8.125% Notes due July 15, 2039.

        See http://ResearchArchives.com/t/s?3ff1

     -- Form of Note for the Company's 8.125% Notes due July 15,
        2039.

        See http://ResearchArchives.com/t/s?3ff2

As reported by the Troubled Company Reporter, Citigroup seeks to
issue and sell US$2,500,000,000 aggregate principal amount of its
debt securities.

Citigroup Global Markets Inc., Banc of America Securities LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., RBS
Securities Inc., Barclays Capital Inc., BNP Paribas Securities
Corp., CastleOak Securities, L.P., Credit Suisse Securities (USA)
LLC, ING Financial Markets LLC, RBC Capital Markets Corporation,
Samuel A. Ramirez & Company, Inc., TD Securities (USA) LLC and UBS
Securities LLC, as underwriters, offer to purchase, severally and
not jointly, the Securities at 97.096% of the principal amount,
plus accrued interest, if any, from the date of issuance.  The
Closing Date was to be July 23, 2009, at 9:30 a.m. (Eastern Time).
The closing was to take place at the offices of Cleary Gottlieb
Steen & Hamilton LLP located at One Liberty Plaza, in New York.

                                               Principal Amount
     Underwriter                                   of Notes
     -----------                               ----------------
Book Manager:
     Citigroup Global Markets Inc.               $2,131,250,000

Senior Co-Managers:
     Banc of America Securities LLC                  50,000,000
     Deutsche Bank Securities Inc.                   50,000,000
     Goldman, Sachs & Co.                            50,000,000
     RBS Securities Inc.                             50,000,000

Junior Co-Managers:
     Barclays Capital Inc.                           18,750,000
     BNP Paribas Securities Corp.                    18,750,000
     CastleOak Securities, L.P.                      18,750,000
     Credit Suisse Securities (USA) LLC              18,750,000
     ING Financial Markets LLC                       18,750,000
     RBC Capital Markets Corporation                 18,750,000
     Samuel A. Ramirez & Co., Inc.                   18,750,000
     TD Securities (USA) LLC                         18,750,000
     UBS Securities LLC                              18,750,000
                                               ----------------
          Total                                  $2,500,000,000

On July 22, 2009, Citigroup filed a Certificate of Designations
establishing the designation, powers, preferences and rights of
the shares of a new series of automatically convertible preferred
stock of Citigroup, Series M Common Stock Equivalent.  The
Certificate of Designations amended Citigroup's Restated
Certificate of Incorporation and was effective immediately upon
filing.  A full-text copy of the Certificate of Designations of
Series M Common Stock Equivalent is available at no charge at:

               http://ResearchArchives.com/t/s?3ff3

                       About Citigroup Inc.

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

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

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


CITIGROUP INC: Names Three New Outside Directors
------------------------------------------------
Citigroup Inc.'s Board of Directors disclosed three new outside
directors.  In addition, the Board announced a new, non-executive
Chair for Citibank N.A., a new oversight committee for Citi
Holdings and a new Chair of its Audit and Risk Management
Committee.

The three new outside directors are:

   -- Diana L. Taylor, the former Superintendent of Banks for the
      New York State Banking Department, and current Managing
      Director of Wolfensohn Capital Partners, a fund manager.

      Ms. Taylor, 54, is the former Superintendent of Banks for
      the New York State Banking Department, and currently serves
      as Managing Director of Wolfensohn Capital Partners, a fund
      manager.  Earlier in her career, Ms. Taylor served as Chief
      Financial Officer of the Long Island Power Authority and
      Founding Partner and President of M.R. Beal & Company, a
      full service investment banking firm.  Ms. Taylor also held
      various executive positions with KeySpan Energy, Donaldson,
      Lufkin & Jenrette, Lehman Brothers Kuhn Loeb, Inc., and
      Smith Barney, Harris Upham & Co.  Currently, Ms. Taylor
      serves on the Board of Directors of Allianz Global Investors
      Fund Management, LLC, Brookfield Properties, LLC and
      Sotheby's Holding, Inc.  Ms. Taylor earned a M.P.H. from
      Columbia University, an M.B.A. in Finance from Columbia
      University-Graduate School of Business and an A.B. in
      Economics from Dartmouth College.

   -- Timothy C. Collins, Chief Executive Officer of Ripplewood
      Holdings L.L.C., an investment firm that invests in
      financial services and  other sectors.

      Mr. Collins, 52, is Chief Executive Officer and Senior
      Managing Director of Ripplewood Holdings L.L.C., an
      investment firm that invests in a broad array of industries,
      including financial services, automotive, manufacturing,
      consumer and business services.  Previously, Mr. Collins
      held executive positions with Onex Corporation, Lazard
      Freres & Company, Booz Allen & Hamilton and Cummins Engine
      Company.  Currently, Mr. Collins serves on the Board of
      Directors of Reader's Digest Association, Inc., RHJ
      International, S.A., RSC Holdings, Inc., Commercial
      International Bank of Egypt and Weather Investments S.p.A.
      Mr. Collins earned an M.B.A. from Yale University and a B.A.
      in Philosophy from DePauw University.

   -- Robert L. Joss, Ph.D., Dean and Philip H. Knight Professor
      of the Graduate School of Business at Stanford University,
      and former Chief Executive Officer and Managing Director of
      Westpac Banking Corporation Ltd.

      Mr. Joss, 68, is Dean and Philip H. Knight Professor of the
      Graduate School of Business at Stanford University.  Before
      Stanford, he was Chief Executive Officer and Managing
      Director of Westpac Banking Corporation Ltd.  Prior to
      Westpac, Mr. Joss held executive positions at Wells Fargo &
      Company, including Vice Chairman.  He also served as Deputy
      to the Assistant Secretary for Economic Policy at the U.S.
      Department of the Treasury.  Currently, Mr. Joss serves on
      the Board of Directors of Agilent Technologies, Inc., C.M.
      Capital Corporation, Macquarie DDR Trust and Makena Capital
      Management LLC.  He received his M.B.A. and Ph.D. in Finance
      from Stanford University and a B.A. in Economics from the
      University of Washington.

The new directors, who will stand for election at Citi's next
Annual Meeting, bring the total on the Board to 17 members -- only
one of whom (Citigroup Chief Executive Officer Vikram S. Pandit)
is a member of Citi management.

"The newly appointed directors are the latest additions to our
group of exceptionally talented individuals," said Richard
Parsons, Chairman of the Citi Board.  "Like the other directors
who have recently joined the Board, each brings deep and valuable
experience in various dimensions of financial services.  Further,
as we periodically rotate Board assignments we will be able to
take optimal advantage of the specific skills of each new
director."

Mr. Parsons added, "The newly constituted Board is an
extraordinary resource for the Company as it works to build on
Citi's many strengths, address its challenges and capitalize on
its great opportunities.  As in the past, the Board members will
continue to work with Vikram and the management team as they
implement Citi's strategy and return the Company to sustained
profitability and growth."

Other actions by the Citigroup Board include:

   -- The Board announced that Jerry A. Grundhofer, who was
      elected at Citi's 2009 Annual Meeting, will be the non-
      executive Chairman of the Board of Citibank, N.A., and that
      two additional Citigroup outside directors, Michael E.
      O'Neill and Anthony M. Santomero, will be directors of
      Citibank, N.A.  Mr. Grundhofer will replace Bill Rhodes, who
      will step down as Chairman and CEO of Citibank, N.A., as
      announced on July 9.  Mr. Rhodes will be Senior Vice
      Chairman of Citibank, N.A., and will remain on its Board.
      As announced earlier, Mr. Rhodes will also continue to serve
      as Senior Vice Chairman of Citigroup, where he will focus
      more of his time on Citi's strategically vital
      international franchise.  The Citibank N.A. Board will thus
      consist of  five outside directors of Citigroup (Messrs.
      Grundhofer, O'Neill, Ricciardi, Ryan and Santomero) and two
      internal directors (Messrs.  McQuade and Rhodes).

   -- The Board announced a new Citi Holdings Oversight Committee.
      Michael E. O'Neill, who was elected at Citi's 2009 Annual
      Meeting, will chair this Committee, which will oversee
      management's strategy and execution  for the disposition of
      Citi Holdings' assets and businesses.  John M. Deutch
      will step off the Citibank, N.A. Board and the Citigroup
      Audit and Risk Management Committee so he can focus more of
      his attention on operations and technology matters, an area
      in which he has particular  expertise, and will join the
      Citi Holdings Oversight Committee.  Ms. Taylor and Mr. Joss
      will also be members of this Committee.

   -- The Board announced that Mr. Grundhofer will Chair the Audit
      and Risk Management Committee, replacing Mr. Deutch.  Mr.
      Collins will join the Audit and Risk Management Committee.

All other Citigroup Board committee assignments remain unchanged.

Since Board committee rotations in July of last year, Citi has
named a new independent chairman and appointed seven new outside
directors, including the three outside directors.  As stated in
Citi's Proxy Statement, Corporate Governance Guidelines and
committee charters, committee memberships and chairs rotate
periodically.  Citi's Board believes this process reflects its
continued commitment to strong corporate governance practices and
has committed to reviewing Board Committee chairs and membership
each year.

                          About Citigroup

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

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

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


CITIGROUP INC: Releases Public Share Exchange Preliminary Results
-----------------------------------------------------------------
Citigroup Inc. has disclosed the preliminary results of its offers
to exchange its publicly held convertible and non-convertible
preferred and trust preferred securities for newly issued shares
of its common stock.  The exchange offers expired at 5:00 p.m.,
New York City time, on July 24, 2009.

Approximately $20.3 billion in aggregate liquidation value of
publicly held convertible and non-convertible preferred and trust
preferred securities were validly tendered and not withdrawn in
the exchange.  This represents 99% of the total liquidation value
of securities that Citi was offering to exchange.  Citi has
accepted for exchange all publicly held convertible and non-
convertible preferred and trust preferred securities that were
validly tendered and not withdrawn and will issue 5 833,324,374
common shares to the public exchange offer participants.

In addition to the public exchange, Citi previously announced on
July 23 2009, the completion of exchange offers with the U.S.
Government and certain private holders of $25 billion in aggregate
liquidation preference of Citi preferred stock.

With the expiration of the public exchange offer and pursuant to
the U.S. Government's agreement to match up to $12.5 billion of
the liquidation value of securities exchanged in the public
exchange offers, Citi expects to complete a further exchange with
the U.S. Government of $12.5 in aggregate liquidation preference
of Citi preferred stock.  In aggregate, approximately $58 billion
in aggregate liquidation value of preferred and trust preferred
securities will have been exchanged to common stock as a result of
the completion of all the exchange offers.

"The successful completion of the exchange offers marks a
significant milestone for Citi," said Vikram Pandit, Chief
Executive Officer.  "Citi will have approximately $100 billion of
Tangible Common Equity and a Tier 1 Common ratio of approximately
9% based on our June 30 results.  That unquestioned financial
strength combined with our strategy to return Citi to its core
franchise of institutional and consumer businesses spanning an
unmatched global footprint are driving Citi's return to sustained
profitability and growth."

As a result of these exchanges, Citi will increase its Tier 1
Common by approximately $64 billion and its Tangible Common Equity
(TCE) by approximately $60 billion.  (TCE, Tier 1 Common and
related ratios are non-GAAP financial measures.)

The liquidation preference of securities in each series of
publicly held convertible and non-convertible preferred and trust
preferred securities accepted by Citi in the public exchange
offers:

                                                      Percentage of
              Title of Series of                            Outstanding
               Public Preferred         Liquidation         Liquidation
  CUSIP             Stock           Preference Tendered     Preference
                                                            Tendered
----------  ----------------------  --------------------
            8.500% Non-Cumulative
             Preferred Stock,
172967556    Series F                  $1,968,415,775            96.49%
            8.400% Fixed
             Rate/Floating Rate
             Non-Cumulative
             Preferred Stock,
172967ER8    Series E                  $5,875,723,871            97.93%
172967572   8.125% Non-Cumulative      $3,618,241,750            97.40%
             Preferred Stock,
             Series AA
172967598   6.500% Non-Cumulative      $3,145,950,950            99.28%
             Convertible Preferred
             Stock, Series T


Acceptance           Title of Trust                        Percentage of
Priority             Preferred             Liquidation     Liquidation
Level    CUSIP/ISIN  Securities    Issuer  Amount          Amount
                                           Tendered        Tendered
                                           Citigroup
                                           Capital
1        173094AA1   8.300%        XXI     $1,154,199,000    32.98%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
2        173085200   7.875%        XX      $344,754,650      43.78%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
3        17311U200   7.250%        XIX     $655,700,800      53.53%
                     E-TRUPS(R)

                                           Citigroup
                                           Capital
4        17309E200   6.875%        XIV     $259,317,975      45.90%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
5        17310G202   6.500%        XV      $554,731,675      46.81%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
6        17310L201   6.450%        XVI     $646,276,325      40.39%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
7        17311H209   6.350%        XVII    $398,801,825      36.25%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
8     XS0306711473   6.829%        XVIII   (GBP)400,099,000  80.02%
                     E-TRUPS(R)
                                           Citigroup
                                           Capital
9        17305HAA6   7.625%        III     $5,947,000        2.97%
                     TRUPS(R)
                                             Citigroup
                                             Capital
10       17306N203   7.125%        VII       $253,131,150    22.01%
                     TRUPS(R)
                                             Citigroup
                                             Capital
11       17306R204   6.950%       VIII       $308,710,075    22.05%
                     TRUPS(R)
                                             Citigroup
                                             Capital
12       173064205   6.100%       X          $131,054,425    26.21%
                     TRUPS(R)
                                             Citigroup
                                             Capital
13       173066200   6.000%       IX         $253,129,675    23.01%
                     TRUPS(R)
                                             Citigroup
                                             Capital
14       17307Q205   6.000%       XI         $140,321,800    23.39%
                     TRUPS(R)

                          About Citigroup

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 42% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 57.46 cents-
on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.80
percentage points from the previous week, The Journal relates.
The loan matures on May 29, 2014.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating while it carries Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 24, 2009, among the 145 loans with five or more bids.

Claire's Stores, Inc., -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally. It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.


CORD BLOOD: Increases Shares Available Under Flexible Stock Plan
----------------------------------------------------------------
Cord Blood America Inc. reports that on July 13, 2009, it acted to
increase total shares available under its Cord Blood America, Inc.
2009 Flexible Stock Plan, to 400 million common shares.

The Board of Directors then acted, in each case with the
conflicted director abstaining, to compensate key Executive
Officers of Cord Blood for past services completed, by the
issuance of stock options to acquire Cord Blood's common stock.
The Board also granted incentive stock options which will vest in
the future to key Executive Officers provided they continue to
provide services to the Company.

All options granted have a four-year term from their date of
vesting, and are exercisable at an exercise price of $0.0033 per
share, which was the closing stock price for Cord Blood's common
stock on July 13, 2009.

Options granted for past services, which are fully vested and
exercisable immediately, were issued to these key Executive
Officers as bonus compensation for the periods indicated:

     Recipient              Period of Service   Options Granted
     ---------              -----------------   ---------------
     Matthew Schissler            2005             30,137,000
     Matthew Schissler            2006             30,137,000
     Matthew Schissler            2007             30,137,000
     Matthew Schissler            2008             30,137,000
     Joseph Vicente               2005             15,068,500
     Joseph Vicente               2006             15,068,500
     Joseph Vicente               2007             15,068,500
     Joseph Vicente               2008             15,068,500

Options with vesting dates in the future were issued to these key
Executive Officers as additional compensation, contingent upon
their continuing to provide services to the Company through the
applicable vesting date for each option:

     Recipient              Vesting Date        Options Granted
     ---------              ------------        ---------------
     Matthew Schissler      July 13, 2010          30,137,000
     Matthew Schissler      July 13, 2011          30,137,000
     Matthew Schissler      July 13, 2012          30,137,000
     Matthew Schissler      July 13, 2013          30,137,000
     Joseph Vicente         July 13, 2010          15,068,500
     Joseph Vicente         July 13, 2011          15,068,500
     Joseph Vicente         July 13, 2012          15,068,500
     Joseph Vicente         July 13, 2013          15,068,500

As of July 17, the Company said the value of the options issued
cannot be calculated, since they have been issued at the closing
market price of the Company's common stock on the date of grant.

                       About Cord Blood

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The Company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

As reported by the Troubled Company Reporter on May 25, 2009, the
Company listed $4.58 million in total current assets and
$12.43 million in total current liabilities, resulting in
$7.84 million in stockholders' deficit.

Cord Blood notes that it experienced recurring net losses from
operations, which losses have caused an accumulated deficit of
approximately $26.7 million as of March 31, 2009.  In addition,
CBAI has a working capital deficit of approximately $12.2 million
as of March 31, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.


CRYOPORT INC: 3 Directors Step Down; Kelly Cancels Consulting Pact
------------------------------------------------------------------
Dee Kelly informed CryoPort, Inc.'s Board of Directors on July 20,
2009, of her intent to terminate the consulting agreement between
Dee Kelly Financial Services and the Company and resign as the
Company's Chief Financial Officer and Vice President of Finance
effective August 20, 2009, the expiration date of the 30-day
notice period provided for in the consulting agreement.

The Company also entered into a Settlement and Mutual General
Release of Claims with Ms. Kelly on July 24, 2009, that governs
the terms of her departure and that provides, in exchange for a
general release by Ms. Kelly, for the following:

     -- the Company will pay to Ms. Kelly on July 31, 2009,
        $14,000 representing the amount of deferred compensation
        owed to Ms. Kelly as of July 24, 2009, which the Company
        and Ms. Kelly had previously agreed to defer; and

     -- a general release of claims by the Company in favor of
        Ms. Kelly.

The Release Agreement also contains other customary provisions.

On July 14, 2009, Thomas S. Fischer, PhD resigned from CryoPort's
Board effective immediately.  Dr. Fischer's resignation was due to
his determination that he could no longer devote the time and
attention required to adequately fulfill his duties as a member of
the Board and not as a result of any disagreement with the
Company.  Dr. Fischer was the chairman of the Compensation and
Governance Committee and a member of the Audit Committee.  The
Board has appointed Mr. Carlton Johnson, a current member of the
Board, to serve as chairman of the Compensation and Governance
Committee and as a member of the Audit Committee, and Mr.
Michelin, a current member of the Board, as a member of the
Compensation and Governance Committee.

On July 16, 2009, Peter Berry notified the Company's Board of his
intent to resign from the Board effective upon the Company and Mr.
Berry reaching an agreement with respect to the payment terms for
certain sums presently owed to him by the Company.  Mr. Berry's
resignation is due to his decision to retire, a plan he had
informally discussed with the Board in late 2008, and not as a
result of any disagreement with the Company.

                        About Cryoport Inc.

Headquartered in Lake Forest, Calif., CryoPort Inc. (OTCBB: CYRX)
-- http://www.cryoport.com/-- develops proprietary, technology-
driven shipping and storage products for use in the rapidly
growing global biotechnology and biopharmaceutical cold chain.
The products developed by CryoPort are essential components of the
infrastructure required for the testing, research and end user
delivery of temperature-sensitive medicines and biomaterials in an
increasingly complex logistical environment.

As of March 31, 2009, the Company's current liabilities of
$4,747,012 exceeded current assets of $1,053,997 by $3,693,015.

Total assets decreased to $1,572,556 at March 31, 2009, from
$3,460,889 at March 31, 2008, mainly as a result of cash funds
used in operating activities and repayment of notes which were
offset by proceeds from the May 2008 Debenture and increases in
inventories and intangible assets .

                        Going Concern Doubt

KMJ Corbin & Company LLP raised substantial doubt about CryoPort,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2009,
and 2008.  The auditor pointed to the company's recurring losses
and negative cash flows from operations since inception.


DAYTON SUPERIOR: Noteholders to Get Stock Under Bankruptcy Plan
---------------------------------------------------------------
Dayton Superior Corporation filed a proposed plan of
reorganization and disclosure statement with the United States
Bankruptcy Court for the District of Delaware in Wilmington.  A
hearing to consider the adequacy of the disclosure statement is
scheduled for August 24, 2009.

Under the Plan, which the Company believes has the support of an
overwhelming majority of the secured and unsecured creditors,
roughly $161 million of the Company's 13% Senior Subordinated
Notes due 2009 will be converted to equity.  Qualified prepetition
note holders would have the right to purchase additional shares of
stock of the reorganized Dayton Superior through a $100 million
rights offering.  Pursuant to a backstop agreement with the
Company -- which is subject to the satisfaction of certain
conditions -- two of the largest prepetition note holders, Oaktree
Capital Management, L.P., and Solus Alternative Asset Management
LP, have agreed to provide a $100 million backstop for any
unsubscribed portion of the rights offering.  Oaktree and Solus
would own a substantial majority of the stock of the reorganized
Dayton Superior upon its emergence from Chapter 11 as a privately
owned company.

"The commitment of Oaktree and Solus to backstop the rights
offering is a strong statement of support by current investors in
the future growth and profitability of the Company," said Rick
Zimmerman, Dayton Superior's President and Chief Executive
Officer.

"[The] filing of the proposed plan of reorganization and
disclosure statement represents a significant step on the path to
emerging efficiently and quickly from Chapter 11," said Mr.
Zimmerman. "Under the plan, the new Dayton Superior would emerge
as a stronger company with substantially lower debt and a
sustainable long-term capital structure.  We believe we are on
track in the reorganization process to where the final plan could
be confirmed by the Court within the next 60-75 days."

While the Company is in Chapter 11, investments in its securities
will be highly speculative.  Investors should assume that shares
of the Company's common stock have no value, the Company said.
Under the proposed plan of reorganization, existing shares of the
Company's common stock would be cancelled upon consummation of the
Company's reorganization with no consideration being paid for such
shares.  The outcome of the Chapter 11 restructuring case is
uncertain and subject to substantial risk.  There can be no
assurance that the Company will be successful in achieving its
financial reorganization.

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- 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 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.


DEX MEDIA: Bank Debt Trades at 26% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 73.40 cents-
on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.06
percentage points from the previous week, The Journal relates.
The loan matures on November 8, 2009.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 24, among the
145 loans with five or more bids.

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


EAST CAMERON: Committee Asks Court to Convert Case to Chapter 7
---------------------------------------------------------------
The official committee of unsecured creditors of East Cameron
Partners, L.P., asks the U.S. Bankruptcy Court for the Western
District of Louisiana to convert ECP'S Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code, or alternatively, to
appoint a trustee.  The Committee says that the Debtor has grossly
mismanaged its estate, wasted assets, and has recorded losses and
shown preferential treatment of management's affiliates for each
month of its operation.

More particularly, the Committee says that:

  -- On June 3, 2009, the Debtor filed a proposed disclosure
     statement that, when read with the monthly operating report
     for April 2009, shows the anticipated and unexplained
     disappearance of $5,458,003.44 between April 30, 2009, and
     the Effective Date of the proposed plan of reorganization.
     By the Effective Date, the Debtor will have burned
     $8,798,327.98 from the cash on hand at filing -- almost
     three times the amount that would have satisfied the claims
     of the unsecured creditors.

  -- The monthly operating report for April 2009 shows a cash loss
     for the month of $1,673,643, loss before depreciation
     for the month of $1,320,221, and a decrease in net worth for
     the month of $1,917,037.

  -- According to the disclosure statement, the Debtor has made
     $2,212,709.50 in preference payments to affiliates and
     creditors of affiliates of management.  The Debtor has so far
     declined to seek recovery of the preferential transfers, but,
     according to the disclosure statement will offset against
     future payments that may become to such creditors.

  -- For reasons which will be set forth in detail in an objection
     to the adequacy of the disclosure statement, the disclosure
     statement is inadequate.  The proposed plan of reorganization
     is not confirmable without the consent of the Sukuk
     Certificateholders.  No evidence of such consent has been
     provided.  The option of purchasing the claim of Louisiana
     Offshore Holding, LLC, under the proposed plan of
     reorganization is not feasible without exit financing.  The
     Debtor has offered a term sheet, but no commitment for the
     exit financing.  Thus, there is no reason to expect that a
     viable, feasible Plan of Reorganization will be confirmed
     [on] a timely basis.

As reported in the Troubled Company Reporter on June 4, 2009,
East Cameron filed with the Bankruptcy Court a proposed disclosure
statement with respect to its plan of reorganization, dated as of
June 3, 2009.

ECP holds leasehold interests in producing gas and condensate
properties in federal waters approximately 20 miles offshore the
State of Louisiana.  The properties are encumbered by royalties
payable to the United States Government and certain private
parties under the leases.  Hydrocarbons were first discovered on
the properties in 1954, with production commencing in 1958l.  As
of the petition date, there were 6 wells producing in paying
quantities on the properties.

                            Plan Terms

The plan submitted by East Cameron proposes to satisfy all claims
and interests of the "asset holding" special purpose vehicle,
Louisiana Offshore Holding, LLC, through either (i) purchase of
LOH's claim and interests by the payment of the $20,000,000
purchase price; or (ii) through the transfer of Conveyed Assets
and Interests.

The purchase price will be acquired by the Debtor pursuant to an
Exit Loan Facility to be provided by Macquarie Bank, Ltd. in the
amount of $35,000,000.  As of the Plan's Effective Date, the
Debtor estimates that the value of the LOH Secured Claim will be
approximately $20,057,300.  The Debtor assets that the Conveyed
Assets and Interests have a value of approximately $12,869,600.

Holders of general unsecured claims that are not subordinated
unsecured claims will receive deferred monthly cash payments over
a period of 30 months equal to the full amount of each claim.

Holders of subordinated unsecured claims, including the Debtor
Partners and the Affiliated Companies, as those terms are defined
in the Debtor's Plan, will also receive payment in full through 30
monthly deferred cash paments, but will only receive distributions
after all holders of allowed claims in Classes 2 and 3 have been
paid all amounts due under the Plan.

Holders of existing partnership interests in the Debtor will
retain their partnership interests, but will not be entitled to
receive any dividend, distributions or transfer from the
Reorganized Debtor until all distributions required by the Plan
are paid in full.  Alternatively, the Debtor reserves the right to
cancel and extinguish the existing partnership interest at or
prior to the confirmation hearing.

            Classification of Claims and Interests

Administrative claims and priority tax claims are unclassified
under the Plan.  Administrative claims will be paid in full on the
Plan's Effective Date.  Priority tax claims will be paid the total
amount of such claim in full in equal quarterly payments over a
period not exceeding 5 years after the petition date with
interest.

The Plan segregates the various claims against and interests in
the Debtor into 6 classes:

                                               Treatment
                                      ---------------------------
Class 1: LOH Secured Claim           Impaired; Entitled to Vote.

Class 2: Other Secured Claims        Impaired; Entitled to Vote.

Class 3: General Unsecured Claims    Impaired; Entitled to Vote.

Class 4: LOH Unsecured Claim         Impaired; Entitled to Vote.

Class 5: Subordinated Unsecured      Impaired; Entitled to Vote.
           Claims

Class 6: Existing Partnership        Impaired; Entitled to Vote.
           Interests

In the event any class of impaired claims rejects the Plan, the
Debtor intends to invoke the "cramdown" provisions of the
Bankruptcy Code.  Section 1129(b) of the Bankruptcy Code provides
that a plan can be confirmed even if the Plan is not accepted by
all impaired classes, as long as at least one impaired class of
claims has accepted it and the plan "does not discriminate
unfairly" and is "fair and equitable" as to each impaired class
that has not accepted the plan.

A full-text copy of the disclosure statement with respect to ECP's
Chapter 11 Plan of Reorganization is available at:

           http://bankrupt.com/misc/EastCameron.DS.pdf

A full-text copy of ECP's Chapter 11 Plan of Reorganization is
available at http://bankrupt.com/misc/EastCameron.Ch11Plan.pdf

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EAST CAMERON: Wants Plan Solicitation Period Extended to October 4
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has extended East Cameron Partners, LP's exclusive period to
solicit acceptances of its plan of reorganization until October 4,
2009.

In its motion, ECP said that it has filed its plan and disclosure
statement, and is actively working with the various
constituencies, including, but not limited to the United States
Trustee, the Sukuk Certificateholders, East Cameron Gas Company,
and the official committee of unsecured creditors on issues
relating to the adequacy of the Debtor's disclosure statement and
the substance and form of its proposed plan.  ECP says that it is
working with the Sukuk Certificateholders and ECGC toward the goal
of obtaining updated and comprehensive reserve data with respect
to its properties located at East Cameron 71 and East Cameron 72.
This, it said, will have a substantial and obvious impact on the
ongoing substantive negotiations as to its Plan.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EASTBANK LTD: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: EastBank, Ltd.
        444 Main Street, Ste. 305
        La Crosse, WI 54601

Bankruptcy Case No.: 09-14870

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin,
       (Eau Claire)
       http://www.wiw.uscourts.gov

Judge: Thomas S. Utschig

Debtor's Counsel: Galen W. Pittman, Esq.
            300 N. 2nd Street, Suite 210
            P.O. Box 668
            La Crosse, WI 54602-0668
            Tel: (608) 784-0841
            Email: galenpittman@centurytel.net

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
19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb09-14870.pdf

The petition was signed by Jack A. Elder, owner and president of
the Company.


EDGEWATER FOODS: Net Loss Drops to $1.76MM in Last Nine Months
--------------------------------------------------------------
Edgewater Foods International, Inc., now known as Ocean Smart,
Inc., disclosed in a filing with the Securities and Exchange
Commission its financial results for three and nine months ended
May 31, 2009.

For three months ended May 31, 2009, the Company posted a net loss
of 681,754 compared with a net loss of $1,062,990 for the same
period in the previous year.

For nine months ended May 31, 2009, the Company posted a net loss
of $1,757,405 compared with a net loss of $2,871,573 for the same
period in the previous year.

At May 31, 2009, the Company's balance sheet showed total assets
of $5,809,640, total liabilities of $2,328,909 and stockholders'
equity of $3,480,731.

At May 31, 2009, the Company had a cash balance of $26,000.

The Company related that there is substantial doubt about its
ability to continue as a going concern.  The Company suffered
operating losses since inception in its efforts to establish and
execute its business strategy.  The Company related that until its
operations are able to demonstrate and maintain positive cash
flows, it will require additional working capital to fund its
ongoing operations and execute its business strategy of expanding
its operations.  In addition, until its operations are able to
generate additional profits to cover its corporate overhead cost,
it will require additional financings to fund its public company
expenses.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?3fcb

Edgewater Foods International, Inc. nka Ocean Smart, Inc.
(OTC:OCSM) is the parent company of Island Scallops Ltd., an
aquaculture company.  Island Scallops operates a scallop farming
and marine hatchery business.  Island Scallops is engaged in the
farming, processing and marketing of marine species consisting of
scallops and sablefish.  Island Scallops' primary product is
farmed Qualicum Beach scallops for sale in the west coast of North
America.


ENERGY PARTNERS: Fortis & BNP Say Chapter 11 Plan Is Inadequate
---------------------------------------------------------------
Secured lenders Fortis Capital Corp. and BNP Paribas object to the
proposed reorganization plan for Energy Partners Ltd., claiming
the Plan does not provide adequate assurance the oil and gas
producer would receive $125 million in exit financing and
incorrectly indicates secured creditors would be fully repaid,
Law360 reports.

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.


ENNIS LAND: Files to Join Affiliates in Chapter 11
--------------------------------------------------
Ennis Land Development Inc. filed a Chapter 11 petition in Fresno,
California, joining affiliate Ennis Homes Inc., which filed for
Chapter 11 in February.

Ennis Land Development Inc. filed for Chapter 11 on July 17, 2009
(Bankr. E.D. Calif., Case No. 09-16750).  The petition says assets
and debt both exceed $100 million.

According to its Web Site, Ennis Homes was founded in 1979 by Ben
Ennis and has become one of the largest family owned homebuilders
in the Central Valley.  Son Brian Ennis serves as President and
daughter Pam Ennis acts as Vice President- Marketing of the
Company.

California homebuilder Ennis Homes Inc. filed for Chapter 11 on
(Bankr. E.D. Calif. Case No. 09-10848).  Ennis Homes estimated
assets and debts both exceeding $100 million.


EPIX PHARMACEUTICALS: Expects Up to $1.2MM in Severance Claims
--------------------------------------------------------------
EPIX Pharmaceuticals, Inc., says Joseph F. Finn, Jr., C.P.A., at
Finn, Warnke & Gayton, the Assignee, may be subject to claims for
additional severance payments of up to $1.2 million in connection
with the Reduction in Force.

EPIX also relates it incurred charges in connection with the
Reduction in Force of approximately $500,000, representing cash
payments of one-time employee termination benefits, including
severance, and other benefits.

As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law.  Following the Company's
unsuccessful efforts to effect a strategic alternative, including
a financing, recapitalization, sale or disposition of corporate
assets, merger or strategic business combination, the Company's
Board of Directors determined it was in the best interests of the
enterprise to cease the Company's operations and to provide for an
orderly liquidation of its assets by entering into the Assignment.

The Assignment is a common law business liquidation mechanism
under Massachusetts law that is an alternative to a formal
bankruptcy proceeding.  A designated Assignee will serve in a
fiduciary capacity in connection with the Assignment and will
assume his duties effective immediately.

The Assignee can be reached at:

     Joseph F. Finn, Jr., C.P.A.
     Finn, Warnke & Gayton
     167 Worcester Street, Suite 201
     Wellesley Hills, MA 02481
     Tel: (781) 237-8840

Under the terms of the Assignment, the Company transferred to the
Assignee, in trust for the benefit of each of the Company's
creditors, all property, including but not limited to the
Company's assets, accounts receivable, lists of creditors, books
and records, etc.  The Assignee has the full power and authority
to dispose of Company property, sue for and recover in his own
name everything belonging to the Company, compromise and settle
all claims, disputes and litigations of, and review and transfers
of the Company's property.

Given the amount of the Company's remaining liabilities, the
Company does not anticipate any distributions for its stockholders
from its remaining assets.

In connection with the Assignment, the Board of Directors of the
Company approved a reduction in force pursuant to which
substantially all of the employees of the Company were terminated.
The Company expects to retain its president and chief executive
officer, Dr. Elkan Gamzu, for a short period of time to implement
an orderly dissolution.

On July 20, 2009, in connection with the Assignment and the
Reduction in Force, Kim Cobleigh Drapkin, Chief Financial Officer,
terminated her employment with the Company.

On July 14, 2009, the Company repurchased the $50,000 remaining
outstanding balance of its 3% Convertible Senior Notes due 2024
for $38,250.  Accordingly, all of the Company's Notes have been
retired by the Company.

                  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.


EPIX PHARMACEUTICALS: Nasdaq to Delist Stock Effective July 27
--------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of EPIX Pharmaceuticals, Inc., effective
at the opening of the trading session on July 27, 2009.

Based on a 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 Rule 5450(b)(2)(A).
The Company was notified of the Staffs determination November 11,
2008.  The Company requested a review of the Staffs determination
before the Listing Qualifications Hearings Panel.

Upon review of the information provided by the Company, the Panel
issued a decision on February 4, 2009, which granted the continued
listing until May 11, 2009, conditioned upon the Company regaining
compliance by that date.

On May 5, 2009, at the request of the Company, the Panel transfer
its shares from the Global to the Capital Market.  The Company was
unable to regain compliance with listing standards for that
market, and on May 12, the Panel notified the Company that it did
not qualify for inclusion on the Exchange based on its failure to
comply with Listing Rule: 5550(b)(1).  Trading in the Companys
securities was suspended on May 14, 2009.  The Company did not
request a review of the Panels decision by the Nasdaq Listing and
Hearing Review Council.  The Listing Council did not call the
matter for review.  The Panels Determination to delist the Company
became final on June 26, 2009.

                  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.


ETHANEX ENERGY: Court Won't Move Fraud Suit Against McGuireWoods
----------------------------------------------------------------
The Hon. Carlos Murguia of the U.S. District Court for the
District of Kansas refused to either transfer, stay or dismiss a
lawsuit against McGuireWoods LLP over its alleged role in a
securities fraud scheme that helped send ethanol producer Ethanex
Energy Inc. into bankruptcy, according to Law360.

Headquartered Basehor, Kansas, Ethanex Energy (OTCBB: EHNX) --
http://www.ethanexenergy.com-- is a renewable energy company
whose mission is to be the lowest cost producer of renewable
energy by employing advanced technology in design, construction
and operation of ethanol plants.  The company expects to achieve
this industry position through the application of next-generation
feedstock technologies and use of alternative energy sources.

Ethanex Energy is currently developing two ethanol production
facilities located in the mid-west, with a combined production
capacity of approximately 264 million gallons of ethanol per year.
Ethanex Energy is concentrating its geographic focus in areas that
allow access to abundant supplies of corn, alternative energy
sources, transportation infrastructure and the potential for
expedited permitting.

Ethanex Energys acquisition and brownfield development strategies
afford it rapid capacity development with significant operating
cost advantages.  Ethanex Energy has offices in Santa Rosa,
California and Charleston, South Carolina.


E*TRADE FINANCIAL: DBRS Keeps B(high) Rating After Q2 Results
-------------------------------------------------------------
DBRS has commented on the Q2 2009 earnings of E*TRADE Financial
Corporation (E*TRADE or the Company).  DBRS rates E*TRADE's Issuer
& Senior Debt at B (high) and Short-Term Instruments at R-4.  DBRS
also rates E*TRADE Bank (the Bank) at BB.  All ratings, except the
Short-Term Instruments of the Bank, have a Negative trend.  These
ratings are unchanged after the announcement.

E*TRADE reported a net loss of $143 million in Q2 2009 following
seven consecutive quarterly losses since Q3 2007, though DBRS does
not view the continued net losses as indicative of franchise
deterioration.  The strong franchise is evidenced by record daily
average revenue trades (DARTS) of 221,000, record brokerage
accounts of 2.7 million and the addition of 54,000 net new
brokerage accounts in Q2 2009.  E*TRADE also continues to benefit
from disruptions at full service competitors.  The Company has
focused on reducing its balance sheet by running off its mortgage
loan portfolio, which declined by 10% from year-end 2008 to
$21.9 billion.  Impressively, margin receivables increased by 12%
over the same time period, following quarterly declines since Q2
2008, indicating increased investor confidence.  As the loan
portfolio is actively being reduced, E*TRADE has used this as an
opportunity to reduce its deposit base by lowering the rate paid
on its Complete Savings Account (CSA).  As a result, bank savings
deposits declined in the quarter, but the interest income spread
rose to 291 basis points (bps), up 57 bps versus the prior
quarter.  Non-interest income, which includes commissions, fees
and principal transactions revenues, increased by 29% quarter-
over-quarter and 48% year-over-year.

While the strength of the customer franchise is evident, credit
remains the key challenge for E*TRADE, as the Company struggles
with the credit costs of its legacy home equity and first mortgage
loan portfolios.  While at-risk delinquencies (i.e. loans that are
30-179 days delinquent) decreased by 9% quarter-over-quarter,
total delinquencies increased by 4% over the same time period.
The Company's loan modification program has been a contributor to
the decrease in at-risk delinquencies, with $250 million in loan
modifications completed to date, although the Company still
establishes reserves for these loans.  With the decline in at-risk
delinquencies and signs of moderating deterioration, provisions
decreased 11% quarter-over-quarter to $404 million, but still
remain elevated.  Per DBRS's calculations, operating income before
provisions and taxes (operating IBPT) was $292 million for the
quarter, a 43% increase versus the prior quarter, but still only
absorbing 72% of the provision.

DBRS views recent steps taken by E*TRADE as beneficial for the
Company by boosting its capital and reducing corporate interest
expense.  E*TRADE strengthened its capitalization in the quarter
by raising over $600 million in new equity and undertaking certain
debt exchange offers, which DBRS does not view as distressed debt
exchanges, to reduce its substantial corporate debt burden.  Once
completed, this exchange will cut cash interest payments at the
Parent company by more than half.

The Negative trend indicates the pressure on the Company's
ratings, as it seeks to leverage its successful franchise to
sustain operating IBPT, while coping with elevated credit costs
and maintaining sufficient capitalization.  Even with improved
operating IBPT in the second quarter, DBRS anticipates that the
Company will have quarterly losses for the remainder of 2009.
DBRS sees such losses as putting pressure on the Company's
capitalization, especially if provisioning does not continue to
decline.  At the end of Q2 2009, the Bank was considered well
capitalized based on regulatory capital ratios.  The most
constraining ratio for the Bank, the regulatory Leverage ratio
(Tier 1 to adjusted tangible assets) of 6.79% was above the 5%
level required to be considered well capitalized by regulators and
also above the Company's own minimum for this ratio at 6%.
E*TRADE's application for the TARP funds remains open, having
applied for a total of approximately $800 million.

                      About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provides financial
services including trading, investing and related banking products
and services to retail investors.  Securities products and
services are offered by E*TRADE Securities LLC (Member
FINRA/SIPC).  Bank products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on July 8, 2009,
Moody's Investors Service confirmed the B3 long-term issuer rating
of E*TRADE Financial Corporation, and the Ba3 deposit rating of
E*TRADE Bank, the company's thrift subsidiary.  Moody's also
raised to B3 from Caa3 the ratings on E*TRADE's outstanding senior
unsecured bonds.  The outlook on all the ratings is negative.
This concludes the ratings review originally commenced April 29,
2009.  The ratings confirmation follows E*TRADE's announcement of
the results of the early round of its debt exchange tender offer:
$1.7 billion of its interest-bearing senior unsecured bonds will
be exchanged for zero-coupon 10-year senior unsecured
convertibles.  The exchange transaction requires the approval of
the Office of Thrift Supervision, E*TRADE's primary regulator; it
also needs to be approved at the shareholders meeting in August.
The rating action is predicated on Moody's expectation that the
exchange will be approved and completed.

According to the TCR on June 23, 2009, Standard & Poor's Ratings
Services lowered its long-term counterparty credit rating on
E*TRADE, as well as the senior debt ratings on the 8.0% notes due
2011 and the 12.5% springing lien notes due 2017, to 'CC' from
'CCC-'.  At the same time, S&P affirmed the 'CCC-' senior debt
rating on the 7.375% notes due 2013 and the 7.875% notes due 2015.
S&P also affirmed the 'CCC+' counterparty credit and certificate
of deposit ratings on E*TRADE Bank.  S&P remove the ratings from
CreditWatch- Negative, where they were placed May 21, 2009.  The
outlook is negative.


FAMILY TREEHOUSE: Has $45,272 Bids for Five New Castle Properties
-----------------------------------------------------------------
In connection with the sale process under 11 U.S.C. Sec. 363(f)
for certain of its properties, the Family Treehouse, Inc., has
received these bids:

  Bid Amount  Property Location
  ----------  -----------------
    $12,500   609 South Ray Street
              New Castle, Pennsylvania 16101
              Parcel Identification No. 04-017-100

    $11,000   718 Oak Street
              New Castle, Pennsylvania 16101
              Parcel Identification No. 04-166-300

    $15,000   763 Harrison Street
              New Castle, Pennsylvania 16101
              Parcel Identification No. 04-207-600

     $3,618   824 Morton Street
              New Castle, Pennsylvania 16101
              Parcel Identification Nos. 04-177-200
              and 04-083-600.

     $3,154   205 S. Ray Street
              New Castle, Pennsylvania 16101
              Parcel Identification No. 03-000-800

Subject to higher and better offers, Judge Jeffery A. Deller has
scheduled a hearing on August 4, 2009, at 10:00 a.m. to consider
approval of the sales.

Requests for information concerning the assets subject to sale
should be directed to Family Treehouse's counsel:

     Christopher A. Boyer, Esq.
     Leech Tishman Fuscaldo & Lampl, LLC
     Citizens Bank Building
     525 William Penn Place, 30th Floor
     Pittsburgh, PA 15219
     Telephone (412) 261-1600

Family Treehouse, Inc., sought Chapter 11 protection (Bankr. W.D.
Penn. Case No. 08-26272) on September 23, 2008.  A free copy of
the Debtor's Chapter 11 petition is available at:

      http://bankrupt.com/misc/pawb08-26272.pdf


FAIRPOINT COMM: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
73.13 cents-on-the-dollar during the week ended Friday, July 24,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.04 percentage points from the previous week, The Journal
relates.  The loan matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Caa1 rating and Standard & Poor's CC
rating.  The debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 24, 2009, among the 145 loans with five or more bids.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- owns and
operates local exchange companies in 18 states offering advanced
communications with a personal touch, including local and long
distance voice, data, Internet, television, and broadband
services.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

The Troubled Company Reporter said May 11, 2009, that Moody's
Investors Service downgraded FairPoint Communications, Inc.'s
corporate family rating to B3 from B1 and the probability of
default rating to Caa3 from B1, and maintained the review for a
possible further downgrade, reflecting the heightened risk of debt
impairment within its capital structure.

Fitch Ratings also downgraded these ratings assigned to FairPoint
Communications, Inc., Issuer Default Rating to 'B-' from 'B+';
$551 million 13.125% senior unsecured notes due 2018 to 'B-/RR4'
from 'B+/RR4'; $170 million senior secured revolving credit
facility to 'BB-/RR1' from 'BB+/RR1'; $500 million senior secured
term loan due 2014 to 'BB-/RR1' from 'BB+/RR1'; $1.13 billion
senior secured term loan due 2015 to 'BB-/RR1' from 'BB+/RR1'; and
$200 million senior secured delayed draw term loan due 2015 to
'BB-/RR1' from 'BB+/RR1'.  In addition, Fitch has placed the
company on Rating Watch Negative.


FENDER MUSICAL: Moody's Affirms Ratings, Gives Negative Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed Fender's ratings while at the
same time revising its rating outlook to negative from stable.
The negative outlook reflects the company's weakening credit
metrics and Moody's concern that discretionary consumer spending
will remain weak for musical instruments over the medium term.

"The negative outlook reflects Moody's expectation that a
prolonged deterioration in discretionary consumer spending,
including at KMC Music, Inc., which Fender acquired on
December 31, 2007, will challenge the company's overall operating
performance and result in financial leverage higher than Moody's
previous expectations" said Kevin Cassidy, Senior Credit Officer
at Moody's Investors Service.  The negative outlook also reflects
Moody's concerns about the company's deteriorating operating
margins, which have decreased to the mid single digits from the
low double digits since the end of 2007.

The B1 corporate family rating reflects the company's high
leverage of close to 6x, negative revenue trends and deteriorating
credit metrics.  Declining sales trends have negatively impacted
the company's operating profit and operating margin.
Profitability is likely to remain under pressure in the near term
as discretionary consumer spending for musical instruments
continues to be weak.  The B1 rating also reflects the company's
strong brand name, geographic diversification throughout the US
and international, good liquidity profile and strong market share
in the electric guitar segment.

These ratings were affirmed/assessments revised:

* Corporate family rating at B1;

* Probability of default ratings at B1;

* $200 million senior secured term loan at B2 (LGD4, to 57% from
  58%);

* $100 million senior secured delayed draw term loan at B2 (LGD4,
  to 57% from 58%)

Fender Musical Instruments Corporation, based in Scottsdale,
Arizona, develops, manufactures and distributes musical
instruments, principally guitars, to wholesale and retail outlets
throughout the world.  Revenue for the twelve months ended
March 31, 2009, approximated $700 million.

The last rating action was on July 25, 2008, where Moody's
affirmed Fender's ratings, but revised the outlook to stable from
negative.


FIRSTPLUS FINANCIAL: Matthew Orwig Appointed as Chapter 11 Trustee
------------------------------------------------------------------
FirstPlus Financial Group, Inc., agreed to the United States
Trustee's request for the appointment of a Chapter 11 Trustee to
manage the Company's bankruptcy estate.  The Company filed for
relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas, Dallas
Division on June 23, 2009, in hopes of enhancing liquidity while
it reorganizes its operations.

After considering a variety of factors and after consulting with
Cox Smith Matthews Incorporated, the Company's bankruptcy counsel,
the Company determined the appointment of a Chapter 11 Trustee was
in the best interest of the Company, its shareholders and its
creditors.

Based on the Company's agreement on July 24, 2009, the Bankruptcy
Court authorized the appointment of Matthew Orwig as Chapter 11
Trustee.  The Company has advised the Office of the U.S. Trustee
it will cooperate with the appointed trustee in hopes of
expediting the trustee's actions in managing the estate.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000

The company filed for Chapter 11 protection on June 23, 2009
(Bankr. N. D. Tex. Case No. 09-33918).  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FORD MOTOR: Bank Debt Trades at 18% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 81.29 cents-on-the-
dollar during the week ended Friday, July 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 8.04 percentage
points from the previous week, The Journal relates.  The loan
matures on December 15, 2013.  The Company pays 300 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ca rating and Standard & Poor's CCC+ rating.  The debt is
one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 24,
2009, among the 145 loans with five or more bids.

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 Co.
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.


FORTUNOFF HOLDINGS: Buys Back Intellectual Property
---------------------------------------------------
Nielsen Business Media reports that Fortunoff Holdings LLC and
former owners, the Mayrock families, have bought back the
Company's intellectual property, including the Fortunoff name.

As reported by the Troubled Company Reporter on July 9, 2009, the
Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Fortunoff to sell substantially
all of its remaining assets, including its domain names, customer
database and trademark portfolio, to Source IP Holdco LLP for
nearly $2 million.

Nielsen Business says that Fortunoff acquired the brand name and
related trademarks, customer lists, software, domain names, and
all copyrighted material.

Nielsen Business relates that it is yet unclear what the families
plan to do with the reclaimed brand.

According to Nielsen Business, Fortunoff owner Isidore Mayrock
said that by recapturing the brand, they now have the means to
"appeal to a loyal consumer base through a variety of retail
platforms at an appropriate time."

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- started out as a family-owned
business founded by Max and Clara Fortunoff in 1922, until it
merged with M. Fortunoff of Westbury, L.L.C., and Source Financing
Corporation in 2004.  Fortunoff offers customers fine jewelry and
watches, antique jewelry and silver, everything for the table,
fine gifts, home furnishings including bedroom and bath, fireplace
furnishings, housewares, and seasonal shops including outdoor
furniture shop in summer and enchanting Christmas Store in the
winter.

Fortunoff and its two affiliates filed for chapter 11 petition on
February 4, 2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-
10355) to effectuate a sale to NRDC Equity Partners LLC --
http://www.nrdcequity.com/-- a private equity firm that bought
Lord & Taylor from Federated Department Stores.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.

Fortunoff sold substantially all of their assets, including their
"Fortunoff" and "The Source" trademarks, on March 7, 2008, to NRDC
Equity Partners LLC's H Acquisition LLC, now known as Fortunoff
Holdings LLC.

One year later, Fortunoff Holdings and its affiliate, Fortunoff
Card Company LLC, filed for Chapter 11 protection on Feb. 5, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-10497).  Lee Stein Attanasio,
Esq., at Sidley Austin LLP, represents the Debtors in their
restructuring efforts.  The Debtors proposed Zolfo Cooper LLC as
their special financial advisor and The Garden City Group Inc. as
their claims agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
to $500 million each.


GENCORP INC: Seeks Loan Amendment to Allow Repurchase of 4% Notes
-----------------------------------------------------------------
GenCorp Inc. said given its current and forecasted liquidity
through January 2010, in the event the 4% Contingent Convertible
Subordinated Notes are put to the Company, the Company may not
have the liquidity to immediately repay the holders of the 4%
Notes.

The Company explained the 4% Notes that were issued in January
2004 provide the holders of the 4% Notes with the right to require
the Company to repurchase for cash all or a portion of the
outstanding $125.0 million 4% Notes on January 16, 2010 at a price
equal to 100% of the principal amount, plus accrued and unpaid
interest.  The Company's $280.0 million senior credit facility
contains certain restrictions surrounding the ability of the
Company to refinance its 4% Notes.

The Company said it is seeking an amendment to its Senior Credit
Facility in connection with the potential required repurchase of
the 4% Notes.

If the Company is unable to amend the Senior Credit Facility and
obtain financing to repurchase the 4% Notes on terms favorable to
the Company before January 2010, the Company may need to consider
other alternatives.  The Company has engaged Imperial Capital, LLC
to facilitate its efforts to amend the Senior Credit Facility and
to refinance the subordinated debt.

"There can be no assurance that the Company will be able to obtain
the consent of lenders under the Senior Credit Facility or that,
as a condition to consent, the lenders will not require that the
terms of the Senior Credit Facility be amended in a manner that is
unfavorable and possibly unacceptable to the Company, including a
possible increase in interest, fees, reduction in the amount of
the funds available, and adverse covenant changes," GenCorp said.
"Furthermore, the current financial turmoil affecting the banking
system and financial markets and the possibility that financial
institutions may consolidate or go out of business have resulted
in a tightening in the credit markets, a low level of liquidity in
many financial markets, and extreme volatility in fixed income,
credit, currency, and equity markets."

GenCorp said it will need to access credit markets to amend the
Senior Credit Facility to allow for the repurchase or refinancing
of the outstanding 4% Notes in January 2010.

Failure to pay principal on the 4% Notes when due is an immediate
default under the Senior Credit Facility, and after the lapse of
appropriate grace periods, causes a cross default on the Company's
outstanding $146.4 million 2-1/4% Debentures and $97.5 million
9-1/2% Senior Subordinated Notes.

The Company believes that if it is unable to amend the Senior
Credit Facility and obtain financing to repurchase the 4% Notes on
favorable terms before January 2010 this could raise a substantial
doubt about the Company's ability to continue as a going concern.

On July 7, 2009, GenCorp reported results for the second quarter
of 2009.  Sales for the second quarter of 2009 totaled
$183.0 million compared to $194.7 million for the second quarter
of 2008.  The decrease in sales is primarily the result of the
sale of 400 acres of land for $10.0 million in the second quarter
of 2008.

Sales for the first half of 2009 totaled $353.9 million compared
to $371.3 million for the first half of 2008.  The Company reports
its fiscal year sales under a 52/53 week accounting convention.
Fiscal 2008 was a 53 week year with the extra week of sales
totaling $19.1 million reported in the first quarter of fiscal
2008.

Net income for the second quarter of 2009 was $11.0 million, or
$0.18 diluted earnings per share on 66.6 million weighted average
shares outstanding, compared to net income of $6.9 million, or
$0.12 diluted earnings per share on 57.1 million weighted average
shares outstanding, for the second quarter of 2008.  Net income
for the first half of 2009 was $32.2 million, or $0.52 diluted
earnings per share on 66.5 million weighted average shares
outstanding, compared to net income of $9.9 million, or $0.17
diluted earnings per share on 57.0 million weighted average shares
outstanding, for the first half of 2008.  Net income for the first
half of 2009 includes an income tax benefit of $19.0 million,
primarily as a result of new guidance clarifying which costs
qualify for ten-year carryback of tax net operating losses for
refund of prior years' taxes, and lower retirement benefit costs
compared to 2008.  Net income for the first half of 2008 included
a $13.8 million charge related to the second amended and restated
shareholder agreement (Shareholder Agreement) with Steel Partners
II L.P. with respect to the election of Directors at the 2008
Annual Meeting and other related matters.  In addition, during the
second quarter of 2008, the Company recorded a gain of
$6.8 million on the sale of the 400 acres of land.

"The Company achieved strong growth in backlog and operating
income," said Scott Neish, GenCorp's interim chief executive
officer.  "During the quarter, Aerojet strengthened its position
in Standard Missile programs, and we continue to work on our real
estate re-zoning efforts in anticipation of a market recovery,"
concluded Mr. Neish.

As of May 31, 2009, the Company had $1.015 billion in total
assets; $1.013 billion in total liabilities and $7.0 million in
redeemable common stock, resulting in $5.2 million of
shareholders' deficit.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3ff6

Based in Rancho Cordova, California, GenCorp Inc. (NYSE: GY) --
http://www.GenCorp.com/-- is a technology-based manufacturer of
aerospace and defense products and systems with a real estate
segment that includes activities related to the entitlement, sale
and leasing of the Company's excess real estate assets.


GENERAL MOTORS: China's BAIC Dropped from Opel Bidding Race
-----------------------------------------------------------
Brian Parkin at Bloomberg News reports that Beijing Automotive
Industry Holding Co. has been excluded from bidding for General
Motors Co.'s Opel unit in Europe, leaving Canadian car-parts maker
Magna International Inc. and Belgian investment company RHJ
International SA in the race.

Bloomberg relates that following talks in Berlin on Wednesday, GM
negotiators and aides from Chancellor Angela Merkel's government
agreed to drop BAIC from the Opel race.

"We have agreed to continue detailed talks with both Magna and
RHJI to secure Opel's future," Bloomberg quoted John Smith, GM's
chief negotiator for the sale of Opel, as saying in a July 23
statement.

Beatrix Brodkorb, a spokeswoman for the Berlin-based Economy
Ministry, confirmed BAIC's exclusion in a July 23 interview, but
didn't say why the Chinese carmaker was rejected, Bloomberg
discloses.

On July 24, 2009, the Troubled Company Reporter-Europe, citing
BBC News, reported the German government said that after initial
evaluations of the three bids for Opel, it still favors a deal
with Magna.

                            BAIC's Bid

Cathy Chan at Bloomberg News reports that BAIC may have its
success to blame for the failure to buy GM's Opel unit.

"Beijing Auto is on the rise and GM has no interest in
strengthening a rival in China," Bloomberg quoted Zhu Xuedong, an
analyst at Industrial Securities in Shanghai, as saying.  "The
center of gravity in the industry is shifting to China."

Bloomberg says BAIC's bid for Opel offered more cash and asked for
less government aid than those of Magna and RHJ.  BAIC, Bloomberg
discloses, offered EUR660 million (US$940 million) for a 51
percent stake of Opel.  The bid required EUR2.64 billion in
government loan guarantees, 40 percent less than Magna's,
Bloomberg notes.  According to Bloomberg, a transfer of Opel's
technology to BAIC could heighten competition for GM in China,
where it is the largest overseas automaker.

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

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

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

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

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

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

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


GEORGIA GULF: Bank Debt Trades at 17% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf Corp.
is a borrower traded in the secondary market at 82.40 cents-on-
the-dollar during the week ended Friday, July 24, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.53 percentage
points from the previous week, The Journal relates.  The loan
matures on Oct. 3, 2013.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's C rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 24, 2009, among the 145
loans with five or more bids.

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

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

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

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

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

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


GEORGIA GULF: 87.3% of Notes Tendered as of Friday Morning
----------------------------------------------------------
Georgia Gulf Corporation on July 23, 2009, extended the expiration
date for its private offers to exchange all of its outstanding
7.125% Senior Notes due 2013, 9.5% Senior Notes due 2014, and
10.75% Senior Subordinated Notes due 2016 until 12:00 noon, New
York City time on July 24, 2009.

On July 24, Georgia Gulf extended the expiration date for its
exchange offers until 7:00 p.m., New York City time that day.

The exchange offers provide for the exchange of the three issues
of outstanding notes totaling $800 million in aggregate principal
amount for an aggregate of 32,050,000 shares of the Company's
convertible preferred stock, which are convertible into shares of
its common stock on a one-for-one basis, and an aggregate of
1,430,000 shares of its common stock after giving effect to the
previously announced 1-for-25 reverse stock split of the Company's
common stock.

As of 10:00 AM ET on July 24, 2009, roughly $698.5 million, or
87.3% of the aggregate principal amount of the notes had been
tendered in the exchange offers, comprised of $87.7 million,
$452.8 million and $158.1 million of the $100 million,
$500 million and $200 million in principal amount outstanding of
the 2013, 2014, and 2016 notes, respectively.  Full details of the
exchange offers and related consent solicitations are included in
the offering memorandum for the exchange offers, copies of which
are available to Eligible Holders from Global Bondholder Services
Corporation, the information agent, by calling (212) 430-3774 or
toll free at (866) 873-7700.

The exchange offers have been made, and the shares of convertible
preferred stock and shares of common stock are being offered and
will be issued, in a private transaction in reliance upon an
exemption from the registration requirements of the Securities Act
of 1933, only to holders of the notes (i) in the United States,
that are "qualified institutional buyers," as that term is defined
in Rule 144A under the Securities Act, or (ii) outside the United
States, that are persons other than "U.S. persons," as that term
is defined in Rule 902 under the Securities Act, in offshore
transactions in reliance upon Regulation S under the Securities
Act.

                       About Georgia Gulf

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

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

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

                           *     *     *

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

The TCR said on June 18 that Fitch Ratings downgraded Georgia
Gulf's Issuer Default Rating to 'RD' from 'C' following its
announcement of an extension of its exchange offer until July 1,
2009.

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

The TCR said July 17 that Georgia Gulf entered into extensions to
the forbearance agreements with certain holders of its 9.5% Senior
Notes due 2014; 10.75% Senior Subordinated Notes due 2016; and
7.125% Senior Notes due 2013.  The forbearance agreements provide
for the Company to continue to withhold at least until July 30,
2009, the $34.5 million of interest payments due April 15 on the
2014 notes and the 2016 notes and the $3.6 million interest
payment due June 15 on the 2013 notes.


GENTA INC: To Hold Annual Stockholders' Meeting on August 26
------------------------------------------------------------
The Annual Meeting of stockholders of Genta Incorporated will be
held on August 26, 2009, at 11:00 a.m., local time, at Hamilton
Park Conference Center, 175 Park Avenue, in Florham Park, New
Jersey, for these purposes:

     -- To elect four Directors -- Raymond P. Warrell, Jr., M.D.,
        Christopher P. Parios, Daniel D. Von Hoff, M.D. and
        Douglas G. Watson -- for a term ending at the next Annual
        Meeting of Stockholders;

     -- To approve the 2009 Stock Incentive Plan;

     -- To ratify the appointment of Amper Politziner & Mattia,
        LLP as independent registered public accounting firm for
        the year ended December 31, 2009; and

     -- To transact other business as may properly come before the
        meeting.

All stockholders are cordially invited to attend the Annual
Meeting.  Attendance at the Annual Meeting is limited to
stockholders and one guest.  Only stockholders of record at the
close of business on July 17, 2009, the Record Date, are entitled
to notice of and to vote at the Annual 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?3ff9

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

As reported in the Troubled Company Reporter on May 14, 2009,
Genta Incorporated said it currently projects that it will run out
of funds in June 2009 absent additional funding.  Moreover, the
Company does not have any additional financing in place.  If the
Company is unable to raise additional funds, it could be required
to reduce its spending plans, reduce its workforce, license or
sell assets or products it would otherwise seek to commercialize
on its own, or file for bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, on acceptable
terms.

Genta said its recurring losses and negative cash flows from
operation raise substantial doubt about its ability to continue as
a going concern.


GOLDEN EAGLE: To Foreclose on Lien Against Jerritt Canyon Mill
--------------------------------------------------------------
Terry C. Turner, President and Chief Executive Officer of Golden
Eagle International, Inc., said the Company on July 15, 2009,
recorded a Notice of Mechanics/Materialmen's Lien and a Notice of
Mill Lien against the Jerritt Canyon mill located 50 miles north
of Elko, Nevada, in the total amount of $1,307,813 in the official
records of the Elko County Recorder, State of Nevada.  Notice of
the liens was served on Queenstake Resources, USA and Yukon-Nevada
Gold Corp. pursuant to Nevada State law by certified or registered
mail on July 15 and 16, 2009.

On July 17, 2009, the Company filed an Amended Answer,
Counterclaim and Third-Party Complaints seeking to foreclose on
the Liens, as well as maintaining the causes of action originally
set out in the pleading filed on July 9, 2009, in the matter of
Queenstake Resources USA, Inc.(Plaintiff) v. Golden Eagle
International, Inc (Defendant).; Golden Eagle International, Inc.
(Counterclaimant) v. Queenstake Resources USA, Inc. (Counter
Defendant); Golden Eagle International, Inc. (Third Party
Plaintiff) v. Francois Marland, John Does 1-10, Queenstake
Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party
Defendants), CV-C-09-544, in the Fourth Judicial District Court
for Nevada, In and For the County of Elko.

"Our Amended Answer specifically continues to deny those
allegations made in the Complaint filed (but never served on us)
by Queenstake USA on June 10, 2009," Ms. Turner said.

"In the Complaint, Queenstake alleges that we breached an
agreement between the parties with respect to the operation of the
Jerritt Canyon mill; breached an implied covenant of good faith
and fair dealing; and committed negligence in the operation of the
mill.  Further, in the Complaint Queenstake has sought a
declaratory judgment that the Company is obligated to leave the
mill site and cease operating the mill.

"We believed then, and continue to believe, that Queenstake USA's
allegations are without merit."

The Amended Counterclaim against Queenstake USA, Ms. Turner said,
continues to allege that by a pattern of fraud, misrepresentation,
material omissions and deceptive business practices Queenstake USA
induced Golden Eagle to enter into a mill operating agreement on
October 14, 2008, which called for Golden Eagle to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada,
for a 5-year period and provide extensive services to prepare the
mill for operations and bring it into environmental compliance.

The Amended Counterclaim further continues to allege that
Queenstake USA continued between October 2008 and June 2009,
through fraudulent and deceptive means, to induce Golden Eagle to
continue to provide its administrative services and contract with
up to 82 employees, providers, suppliers and third-party
contractors, which resulted in a liability for costs incurred by
Golden Eagle, and administrative fees owed to Golden Eagle, in
excess of $2.23 million.

Other allegations in the amended pleading include the fact that
Yukon-Nevada and Marland concluded that Golden Eagle's contract
was "too lucrative" and then tortiously interfered with the mill
operating agreement between Golden Eagle and Queenstake USA by
compelling Queenstake USA to breach its agreement and covenant of
good faith and fair dealing with Golden Eagle on June 10, 2009.
This breach, based on the Amended Counterclaim and Third Party
Complaints, caused Golden Eagle to lose the "benefit of the
bargain," or lost profit from the agreement, in excess of
$40 million based on Queenstake USA's own calculations and
representations to Golden Eagle and the Nevada Division of
Environmental Protection.

"We also allege in our Amended Counterclaim that the mill
operating agreement between the parties had all of the
characteristics of a lease, putting Golden Eagle in possession of
the mill property and its full use; ensuring Golden Eagle's quiet
enjoyment of the premises; requiring Golden Eagle to maintain and
repair the property; granting Golden Eagle access to the "common
areas" on the mill complex, etc.  As a result of these lease
characteristics, we have sought statutory relief under the Nevada
Forcible Entry and Detainer statutes and seek an order of the
court based on those statutes putting Golden Eagle back in
immediate possession of the mill property," Ms. Terry said.

"We further continue to allege in our Amended Counterclaim and
Third-Party Complaints that Queenstake USA, Yukon-Nevada and
Marland have caused us irreparable harm.  As a result, we ask the
court for a Declaratory Judgment and a Writ of Mandamus which
order that Golden Eagle be allowed full possession of the mill
property so that it may complete its contract term of 5 years.

"We continue to claim in our Amended Counterclaim and Third-Party
Complaints that Queenstake USA, Yukon-Nevada and Marland have
committed acts of oppression, fraud or malice, express or implied,
and that Golden Eagle is entitled under Nevada law to recover
punitive damages, which are calculated as three times the amount
of compensatory damages.

"Finally, we continue to allege in our Amended Counterclaim and
Third-Party Complaints that Queenstake Canada unconditionally
guaranteed the agreement between Golden Eagle and Queenstake USA,
and furthermore, unconditionally guaranteed the covenant of good
faith and fair dealing between the parties.  As a result,
Queenstake Canada was also named as a Third-Party Defendant
sharing joint liability with its wholly owned subsidiary,
Queenstake USA.

A full-text copy of Golden Eagle's Amended Answer, Counterclaim
and Third-Party Complaints is available at no charge at:

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

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., is engaged in contract gold milling operations in the state
of Nevada in the United States.  It has also been involved in the
business of minerals exploration, mining and milling operations in
Bolivia through its Bolivian-based wholly owned subsidiary, Golden
Eagle International, Inc. (Bolivia); however it is engaged in no
operations in Bolivia at this time as certain of those operations
are suspended pending changes in the social/political and mine
taxing environments in Bolivia while the Company has terminated
its interest in other Bolivian projects.  The Company has entered
into an agreement with Queenstake Resources USA, Inc., a wholly
owned subsidiary of Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

The 2008 audit opinion included an explanatory paragraph from the
Company's auditors indicating a substantial doubt about the
Company's ability to continue as a going concern.  At March 31,
2009, the Company has $6,176,268 in total assets, $1,709,303 in
total liabilities, and $56,907,285 in accumulated deficit.


GOLDEN RESTAURANTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Golden Restaurants, Inc.
        c/o Davor Rukavina
        Munsch Hardt Kopf & Harr, P.C.
        500 N. Akard Street, Suite 3800
        Dallas, TX 75201-6659

Bankruptcy Case No.: 09-44425

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Kansas Corral, LLC                                 09-44426
TAG Corral, LLC                                    09-44427
Indy Corral, LLC                                   09-44428

Chapter 11 Petition Date: July 23, 2009

Debtor-affiliates that filed separate Chapter 11 petitions March
24, 2009:

        Entity                                     Case No.
        ------                                     --------
Denar Restaurants, LLC                             09-41675
Denar, LLC                                         09-42389

Debtor-affiliates that filed separate Chapter 11 petition July 10,
2008:

        Entity                                     Case No.
        ------                                     --------
Metro Restaurants, LLC                             08-33377

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Deborah M. Perry, Esq.
                  Munsch Hardt Kopf & Harr, P.C.
                  3800 Lincoln Plaza
                  500 North Akard Street
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7565
                  Fax: (214) 978-5335
                  Email: dperry@munsch.com

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

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

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

The petition was signed by Richard J. Dobbyn, vice president of
the Company.


GOLFERS' WAREHOUSE: To Auction Off Retail Biz on August 4
---------------------------------------------------------
Golfers' Warehouse Inc., will sell its golf-equipment retailing
business at an Aug. 4 auction, Bill Rochelle at Blomberg News
said.  The opening bid of about $3.1 million will come from a
buyer already under contract.  Other bids are due initially on
August 3.

At Golfers' Warehouse's request, the Honorable Albert S. Dabrowski
scheduled a final hearing at 10:00 a.m. on August 5, 2009, to
authorize and approve the sale of its six stores in Connecticut,
Rhode Island, and Massachusetts to the highest bidder, free and
clear of liens, claims and encumbrances.

Golfers' Warehouse entered into an Asset Purchase Agreement dated
July 9, 2009, for the sale of the stores to California-based
retailer Worldwide Golf.

Competing bids must be delivered to the Golfers' Warehouse's
lawyers by 12:00 noon on August 3, 2009.  In the event a competing
bid is received, the Debtor will conduct an auction on August 4,
2009.

Objections to the Sale, if any, must be fled by 4:00 p.m. on
August 4, 2009, and served on:

   (i) the United States Trustee

  (ii) Counsel for the Debtor:

       Barry S. Feigenbaum, Esq.
       Rogin Nassau LLC
       185 Asylum Street
       Hartford, CT 06103-3460

(iii) Counsel for Worldwide Golf:

       Julie A. Manning, Esq.
       Shipman & Goodwin LLP
       One Constitution Plaza
       Hartford, CT 06103

          - and -

       Peter J. Barrett, Esq.
       Kutak Rock LLP
       1111 East Main Street, Suite 800
       Richmond, VA 23219

  (iv) Counsel to Wachovia Bank, N.A.:

       Thomas Gugliotti, Esq.
       Updike, Kelly & Spellacy, P.C.
       One State Street
       Hartford, CT 06123-1277

          - and -

       Rufus T. Dorsey, Esq.
       Parker Hudson, Rainer & Dobbs LLP
       15000 Marquis Two Tower
       285 Peachtree Center Avenue, NE
       Atlanta, GA 30303

   (v) counsel to any Official Committee of Unsecured
       Creditors appointed in the Debtor's case.

Golfers' Warehouse, Inc., filed for Chapter 11 protection (Bankr.
D. Conn. Case No. 09-21911) on July 9, 2009, and estimated that
its assets and debts fall in the range of $10 million to
$50 million.


GREAT ATLANTIC: S&P Assigns 'B-' Rating on $225 Million Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
issue-level rating of 'B-' (the same as the corporate credit
rating) to The Great Atlantic & Pacific Tea Co. Inc.'s (B-
/Stable/--) proposed $225 million of second-lien notes due 2015.
The recovery rating on the second-lien notes is '4' indicating
S&P's expectation for average (30%-50%) recovery in the event of a
payment default.  S&P assigned a 'CCC-' rating to the company's
proposed $175 million of preferred stock.  A&P's existing
unsecured debt remains at 'CCC' (two notches lower than the 'B-'
corporate credit rating).  The recovery rating on the unsecured
debt is '6', indicating S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The ratings on A&P reflect its highly leveraged capital structure,
meaningful multiemployer pension liability, limited free cash flow
generation, geographic concentration in the New York and New
Jersey metropolitan area, its participation in the highly
competitive supermarket industry, and recent weaker-than-expected
supermarket performance.

As of February 28, 2009, A&P had $3.3 billion of adjusted debt on
its balance sheet (including $184 million of multiemployer
withdrawal liability and $150 million of self insurance
liability).  Pro forma for the proposed convertible preferred
stock and second-lien note issuance, A&P's adjusted debt
approximates $3.4 billion.  Pro forma adjusted debt to EBITDA is
7.6x compared with an actual 7.0x as of February 28, 2009.  Pro
forma EBITDA coverage of interest is expected to be about 1.7x.
Although leverage rises by a little more than half a turn
following the transaction, liquidity will improve.  Pro forma
cash, net of book overdrafts, is expected to be about
$263 million.  Excess cash can be used toward paying down the term
loan or to refinance the company's $150 million of convertible
notes due 2011.

The proposed $225 million second-lien term loan, scheduled to
mature in six years, will rank pari passu with all existing and
future senior indebtedness of the company.  It will have a second-
priority interest in the collateral that secures the asset-based
revolving credit facility.  The second-lien term loan, similar to
the credit facility, will be guaranteed by all direct and indirect
domestic and restricted subsidiaries.

S&P treats the proposed $175 million of convertible payment in
kind (PIK) preferred stock as debt.  The preferred stock will pay
an 8% dividend per annum, or 9.5% if PIK is active, and will
mature in seven years.  It can be converted at the option of the
investors after the first year, at an initial conversion price of
$5 per share, subject to limitations and customary adjustments.

A&P currently has about 436 stores.  Its store base is
geographically concentrated, with roughly 74% in New York and New
Jersey.  A&P's New York metro area market share is 19% (based on
data from the 2009 "Market Scope"); it is the largest player in a
fragmented market, with the second-largest player, Stop & Shop,
holding about a 16% market share (also from the 2009 "Market
Scope").

A&P reported total revenues of $9.5 billion for its fiscal year
ended February 28, 2009.  Adjusted EBITDA and operating margin for
the period were $472.5 million and 6.3%, respectively.  A&P's
Price Impact segment (Pathmark) has underperformed expectations
because of weaker same-store sales results, stock loss, and higher
labor costs.  This segment only contributed 11% of total income,
while it constituted 44% of total revenues in 2008.  S&P expects
A&P's revenues to decline in 2009 from weaker same-store sales
results, deflation, and price investment.  S&P also expect intense
competition, price investment, and lower consumer spending to
continue to pressure operating margins.

Near-term liquidity will improve following the successful issuance
of second-lien notes and preferred stock.  As of February 28,
2009, A&P's $675 million bank facility consisted of $133 million
in term loans due 2012, with the remainder under an asset-based
revolving credit facility.  After taking into account letters of
credit and outstanding borrowings, S&P estimates unused
availability under the credit facility as of February 28, 2009,
was about $31 million, because of a 10% borrowing-base covenant.
However, following use of proceeds from the transaction to pay
down borrowings under its revolving credit facility, S&P expects
availability to increase to about $232 million.  Although the
company has access to an additional $37 million letter of credit
facility with Blue Ridge Investments, this is scheduled to mature
in December 2009.

A&P plans to spend almost $100 million in capital expenditures in
2009.  S&P believes the company will generate adequate operating
cash flow to fund these needs.  A&P's asset-based revolving credit
facility does not have financial covenants unless availability
falls to less than 10%.  The next sizeable maturity is in 2011,
when the company has due about $188 million of debt.

The rating outlook is stable, reflecting A&P's adequate near-term
liquidity.  Although S&P expects operations to remain under
pressure, availability under its revolving credit facility
following the transaction and cash generated from operations will
be adequate to finance the company's operating and working capital
needs. S&P's outlook could be revised to negative if liquidity
becomes a concern.  This could occur if excess cash and
availability under the revolving credit agreement (before hitting
the 10% minimum-availability covenant) falls to less than
$50 million.  A positive outlook revision is unlikely, because
A&P's balance sheet is very highly leveraged and meaningful
improvement is not expected in the intermediate term.

                          Ratings List

             The Great Atlantic & Pacific Tea Co. Inc.

           Corporate credit rating          B-/Stable/--

                         Ratings Assigned

                $225 million second-lien notes  B-
                Recovery rating                 4
                $175 million preferred stock    CCC-


GREDE FOUNDRIES: Bankruptcy Leaves Electric Bill to Creditors
-------------------------------------------------------------
Barclay Pollak at nbc15.com reports that Grede Foundries, Inc.'s
creditors, including the Reedsburg Utility Commission, are stuck
holding the Company's electricity bill.

Citing Reedsburg Utility Commission's General Manager Dave
Mikonwicz, nbc15.com says that Grede Foundries, under bankruptcy,
doesn't have to pay the $725,000 electric bill it racked up.
"With the filing of Chapter 11 we stand a good chance of not ever
collecting," the report quoted Mr. Mikonwicz as saying.

"I just heard that we lost 3 million dollars and that we we're
going out of business," nbc15.com quoted Mr. Mikonwicz as saying.
According to the report, Mr. Mikonwicz denied the rumor but
admitted that "it's a big hit on us."  Grede Foundries is RUC's
largest customer, says the report.

Mr. Mikonowicz said that RUC has about $2.5 million in cash
reserve, which took them about a decade to save, nbc15.com states.
RUC, according to nbc15.com, will use its cash reserve to cover
the bill.

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

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


HAIGHTS CROSS: DDJ Capital, Lenders Extend Forbearance to July 30
-----------------------------------------------------------------
Haights Cross Communications, Inc., on July 16, 2009, entered into
an extension of the Fourth Forbearance Agreement and Amendment
dated May 7, 2009, with the lenders under its Credit Agreement and
DDJ Capital Management, LLC, as administrative agent and
collateral agent for the Lenders.

The Company and Haights Cross Operating Company, the Company's
subsidiary, on June 17, 2009, executed a commitment letter with
the Lenders and Agent.  Pursuant to the Commitment Letter, certain
of the Lenders have made commitments to effectuate a restructuring
of HCOC's Credit Agreement.  The Lenders' commitment is subject to
the satisfaction or waiver of certain conditions, including the
negotiation, execution and delivery of definitive documents.

Under the Forbearance Agreement as extended on July 16, 2009, the
Lenders have agreed to forbear exercising any rights and remedies
under the Credit Agreement until the earliest of (i) July 30,
2009; (ii) the withdrawal or termination of the Company's Private
Offer to Exchange its 12-1/2% Senior Discount Notes Due 2011 that
are held by qualified investors for shares of common stock of HCC;
(iii) the Company's failure to pay a commitment fee to the Lenders
when due, (iv) the occurrence of an event of default under the
Credit Agreement other than those events covered by the
Forbearance Agreement; or (v) the occurrence or existence of any
event of default under either of the indentures for the Company's
senior notes and senior discount notes.  Upon expiration of the
forbearance period, the forbearance will be immediately and
automatically terminated and be of no further force or effect.

The extension of the Forbearance Agreement extended the deadline
for the funding of the facility to July 30, 2009.  The Commitment
Letter requires that holders of not less than 90% of the Company's
12-1/2% Senior Discount Notes due 2011 having tendered their notes
in the Company's Private Offer to Exchange and Consent
Solicitation by July 27, 2009.

The Company cannot assure that it will be successful in
consummating the extending the forbearance, amending its Credit
Agreement or restructuring its other debt obligations on favorable
terms if at all.  In the event that the Company is not able to
successfully complete such a restructuring, it intends to explore
all other restructuring alternatives available to it at that time,
which may include an alternative out-of-court restructuring or the
commencement of a Chapter 11 plan of reorganization under the U.S.
Bankruptcy Code, with or without a pre-arranged plan of
reorganization.  The Company cannot assure that any alternative
restructuring arrangement or plan could be accomplished.

                About Haights Cross Communications

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

                           *     *     *

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

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


HAIGHTS CROSS: Discloses Terms of Triumph Lease With PR Littleton
-----------------------------------------------------------------
Triumph Learning, LLC, an indirect subsidiary of Haights Cross
Communications, Inc., on May 15, 2009, entered into a Lease
Agreement with PR Littleton Expansion LLC to lease roughly 80,000
square feet of warehouse and office space, located at 1-3
Distribution Center Circle, Littleton, Massachusetts.

The lease for the Premises will commence upon substantial
completion of improvement work by the Landlord on the Premises.
The Lease Agreement will expire five years and three months after
commencement and required a security deposit in the amount of
$232,000, which may be reduced to $116,000 pursuant to the terms
and conditions therein.  At the expiration of the initial term,
Triumph may elect to extend the lease for an additional five-year
term at the then current fair market value.

The Lease Agreement provides for an annual base rent of $5.40 per
square foot of the Premises during the first year of the lease
(i.e., approximately $432,000), with annual escalations equal to
$0.20 per square foot.  Triumph is also responsible for its share
of certain utilities, common area maintenance charges, insurance
premiums and real estate taxes, which are not included in the base
rental payment.

                About Haights Cross Communications

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

                           *     *     *

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

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


HAIGHTS CROSS: J.H. Cohn Replaces Ernst & Young as Accountants
--------------------------------------------------------------
Haights Cross Communications, Inc., on July 14, 2009, terminated
and notified Ernst & Young that it was being terminated as the
Company's independent registered public accountants.  The action
was approved July 10, 2009, by the Audit Committee of the Company.

With the approval of the Audit Committee of the Company, the
Company engaged J.H. Cohn LLP on July 14 to act as its independent
registered public accounting firm.

In connection with the audits of the Company's consolidated
financial statements for the years ended December 31, 2007, and
2008 and through July 14, 2009, there were no disagreements with
E&Y on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of E&Y, would
have caused E&Y to make reference to the matter in their reports.

E&Y's audit reports on the Company's consolidated financial
statements as of and for the years ended December 31, 2008, and
2007 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except that for each of the years ended
December 31, 2008, and 2007 E&Y's reports included going concern
uncertainty emphasis paragraphs.

E&Y has also advised the Company of the existence of a material
weakness in the Company's internal control over financial
reporting related to the Company's financial close process.  The
Audit Committee of the Board of Directors of the Company discussed
the subject matter of the material weakness with E&Y.   The
Company authorized E&Y to respond fully to the inquiries of the
new independent registered public accounting firm related to the
material weakness.

Meanwhile, during the years ended December 31, 2008, and 2007,
respectively, and in the subsequent interim period through
July 14, 2009, neither the Company nor anyone acting on its behalf
has consulted with JHC on any of the matters or events set forth
in Item 304(a)(2) of Regulation S-K.

                About Haights Cross Communications

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

                           *     *     *

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

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


HAIGHTS CROSS: Won't Pay $8.4MM Due Aug. 3 If Exchange Offer Fails
------------------------------------------------------------------
Haights Cross Communications, Inc., said unless it is able to
timely complete its private exchange offer and consent
solicitation to qualified investors to exchange 12-1/2% Senior
Discount Notes Due 2011 for shares of common stock of the Company,
the Company anticipates taking advantage of the applicable 30-day
grace period for making the semi-annual interest payment of
approximately $8.4 million due August 3, 2009, on its Senior
Discount Notes.

The Company's current forbearance agreement and credit agreement
for its senior secured term loan also prohibit the Company from
making interest payments on the Senior Discount Notes while
the Company remains in default.  The Interest Payment Date is
August 1, 2009.  Under the applicable indenture relating to the
Discount Notes, use of the 30-day grace period does not constitute
a default that permits acceleration of the Discount Notes.

On July 21, 2009, the Company elected to further extend the
expiration date from 11:59 p.m., New York City time, on July 20 to
11:59 p.m., New York City time, on July 27 for the private
exchange offer and consent solicitation to eligible holders to
exchange its 12-1/2% Senior Discount Notes Due 2011 for shares of
common stock of HCC.

As of the close of business on July 21, 2009, the Company was
advised by the information and exchange agent for the Exchange
Offer that approximately $100 million (at maturity), or 74%, of
Senior Discount Notes had been tendered and not validly withdrawn.
The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of a number of conditions including, among
others: (i) at least 95% of the aggregate principal amount of the
Senior Discount Notes being validly tendered for exchange and not
revoked, and Eligible Holders representing such Senior Discount
Notes delivering their consents in the related consent
solicitation; and (ii) the execution of a satisfactory amendment
to the Credit Agreement.

The Company had entered into a number of forbearance agreements
pursuant to which the Company's senior secured term loan lenders
agreed to forbear exercising any rights and remedies under the
Credit Agreement primarily relating to certain financial covenant
and reporting defaults.  Under the Forbearance Agreement as
extended, the Lenders have agreed to forbear exercising any rights
and remedies under the Credit Agreement until July 30, 2009,
subject to earlier termination in certain circumstances.  Upon
expiration of the forbearance period, the forbearance shall be
immediately and automatically terminated and the Lenders may
exercise all rights and remedies under the Credit Agreement,
including the right to declare the loans outstanding to be
immediately due and payable, and to foreclose on the Company's and
its subsidiaries' assets securing the obligations under the Credit
Agreement.  The Company cannot assure that it will be successful
in further extending the forbearance on satisfactory terms if at
all.

In the event that the Company is not able to successfully complete
the Exchange Offer and related restructuring activities, the
Company intends to explore all other restructuring alternatives
available to it at that time, which may include an alternative
out-of-court restructuring or the commencement of a chapter 11
case and plan of reorganization, with or without a pre-arranged
plan of reorganization.  There can be no assurance that any
alternative restructuring arrangement or plan could be
accomplished.

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

                About Haights Cross Communications

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

                           *     *     *

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

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


INNOVATIVE CARD: Says EMC Deal Removes One Restructuring Hurdle
---------------------------------------------------------------
Innovative Card Technologies, Inc., reports that on July 11, 2009,
it entered into an Assignment of Debenture and Common Stock
Warrant agreement with EMC Corporation and RSA Security Inc., its
wholly owned subsidiary.  EMC agreed to assign and transfer to the
Company roughly $7.1 million of the Company's 8% Senior Secured
Convertible Debentures and roughly 1.01 million common stock
purchase warrants upon the receipt of certain deliverables and the
certification of the content of the deliverables.

In a conference call on July 16, 2009, with an investment advisor,
the Company disclosed that with the cancellation and assignment of
the Securities, one of the Company's major hurdles to
restructuring the remaining 8% Senior Secured Convertible
Debentures was removed.

The deliverables are (i) pay EMC cash in the amount of $1.00; (ii)
return to EMC all intellectual property belonging to EMC that is
in the possession of the Company and SmartDisplayer Technology;
(iii) return to EMC certain inventory containing EMC-related
materials; (iv) grant to EMC certain audit and confirmation rights
as further described in the Agreement; and (v) cancel a pre-
existing supply agreement between EMC and the Company.

Additionally, the Agreement provides for the mutual release of all
claims, whether known or unknown, between the parties which relate
to the Securities and the Supply Agreement.

A full-text copy of the Assignment of Debenture and Common Stock
Warrants Agreement is available at no charge at

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

As reported by the Troubled Company Reporter on July 1, 2009, as
of June 12, 2009, the Company has roughly $28,000 in cash.
Combined with anticipated revenue collections and planned expense
reductions, the Company believes this amount will last through the
third quarter of 2009.

Innovative Card said there is substantial doubt about its ability
to continue as a going concern.  In its quarterly report on Form
10-Q with the Securities and Exchange Commission for the period
ended March 31, 2009, the Company said it has a history of
recurring losses from operations and has an accumulated deficit of
$43,383,315 as of March 31, 2009.  The Company incurred net losses
of $8,929,537 for the 12 months ending December 31, 2008.  During
the three months ending March 31, 2009, it incurred additional net
losses of $10,906,269.  Sales of the InCard DisplayCard, the
Company's main product, are not expected to generate positive cash
flow until the fourth quarter of 2009.

"Management's plan regarding these matters is to increase sales,
resulting in reduced losses and raise additional debt and/or
equity financing to cover operating costs as well as its
obligations as they become due," the Company said.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws."

At March 31, 2009, the Company had $2,737,637 in total assets and
$15,805,188 in total liabilities resulting in $13,067,551 in
stockholders' deficit.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3e74

Based in Los Angeles, California, Innovative Card Technologies,
Inc., develops and markets secure powered cards for payment,
identification, physical and logical access applications.


INNOVATIVE COS: Panel Can Employ Lowenstein Sandler as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
granted the official committee of unsecured creditors of
Innovative Companies LLC, et al., permission to employ Lowenstein
Sandler PC as counsel, effective as of April 30, 2009.

As the Committee's counsel, Lowenstein Sandler will:

  a) provide legal advice as necessary with respect to the
     Committee's powers and duties;

  b) assist the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operation of the Debtor's business, potential claims, and
     any other matters relevant to the case, or to the
     formulation of a plan of reorganization or a sale of the
     Debtors' assets; and

  c) participate in the formulation of a plan or sale of the
     Debtors' assets.

Lowenstein Sandlers' hourly rates are:

     Members            $410-$765
     Senior Counsel     $360-$550
     Counsel            $320-$520
     Associates         $220-$380
     Legal Assistants   $120-$215

Jeffrey D. Prol, Esq., a member at Lowenstein Sandler, 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.

                  About The Innovative Companies

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, represents the official committee of
unsecured creditors as counsel.  In its petition, the Company
listed between $10 million and $50 million each in assets and
debts.


INNOVATIVE COS: Wants Plan Filing Period Extended to December 13
----------------------------------------------------------------
Innovative Companies LLC, et al., ask the U.S. Bankruptcy Court
for the Eastern District of New York to extend their exclusive
period to file a plan from August 15, 2009, to December 13, 2009,
and their exclusive period to solicit acceptances thereof from
October 14, 2009, to February 11, 2010.

The Debtors tell the Court that their cases have only been pending
for 90 days and that they are making progress towards a plan.

Innovative says that it has received a letter of intent from one
party interested in purchasing certain of its assets while another
party has expressed interest in providing debtor-in-possession
financing.

The Debtors relate that negotiations are also underwayregarding a
resolution of the pending motions brought by The Home Depot
U.S.A., Inc. which may include an agreement on the treatment of
existing contracts with the home improvement retailer.

The result of these negotiations, the Debtors relate, will have a
material impact upon the nature of the plan that they propose to
the Court.

                  About The Innovative Companies

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, represents the official committee of
unsecured creditors as counsel.  In its petition, the Company
listed between $10 million and $50 million each in assets and
debts.


INTEGRA BANK: Moody's Cuts Bank Financial Strength Rating to 'D'
----------------------------------------------------------------
Moody's Investors Service downgraded Integra Bank N.A.'s financial
strength rating to D from D+, and its long-term deposit rating to
Ba2 from Ba1.  Following the rating action, Integra's outlook is
negative.  The holding company, Integra Bank Corporation, is
unrated.

The downgrade reflects Moody's expectation of continued
deterioration within Integra's commercial real estate portfolio,
and the negative effect this will have on the bank's credit
profile.  Moody's notes that Integra's true CRE exposure
(excluding owner-occupied loans) -- at over 5 times tangible
common equity -- represents one of the most significant CRE
concentrations among Moody's-rated U.S. banks.  Further, Integra's
construction and land development portfolio, which has accounted
for much of the asset quality deterioration since mid-2008,
accounts for over 60% of total true CRE.  In Moody's view,
heightened credit costs related to this portfolio will continue to
place significant pressure on Integra's profitability performance
and capital position in the near term.

Additionally, Moody's said the downgrade considers the increased
risk that Integra will be required to record a deferred tax asset
valuation allowance in subsequent periods as a result of weak
earnings prospects.  In Moody's view, this would have a
significant negative impact on Integra's tangible common equity
base.

The negative outlook considers the continued downside risk to
Integra's earnings and capital should economic conditions
deteriorate beyond current expectations.

The last rating action on Integra was on March 3, 2009, when
Moody's confirmed the bank's ratings and maintained a negative
outlook.

Integra Bank Corporation is headquartered in Evansville, Indiana
and reported total assets of $3.6 billion at March 31, 2009.

Downgrades:

Issuer: Integra Bank National Association

  -- Bank Financial Strength Rating, Downgraded to D from D+
  -- Issuer Rating, Downgraded to Ba3 from Ba2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from Ba2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from Ba1


ISOLAGEN INC: NYSE Amex to Deregister Common Stock
--------------------------------------------------
NYSE Amex LLC, pursuant to Section 12(d) of the Securities
Exchange Act of 1934 and Rule 12d2-2(b) promulgated thereunder by
the Securities and Exchange Commission, has determined to strike
from listing and registration on the Exchange, Isolagen, Inc.'s
Common Stock, $0.001 par value.

Janice O'Neill, Senior Vice President - Corporate Compliance of
NYSE Regulation, said the Isolagen Common Stock does not qualify
for continued listing for these reasons:

     (a) The Company has incurred losses from continued operations
         and net losses in its five most recent fiscal years:

         Years Ended      Loss from
         December 31,     Continued Operations       Net Loss
         ------------     --------------------       --------
             2008             ($24,903,000)       ($31,411,000)
             2007             ($33,886,000)       ($35,573,000)
             2006             ($23,149,000)       ($35,821,000)
             2005             ($25,697,000)       ($35,778,000)
             2004             ($21,474,000)       ($21,474,000)

     (b) At March 31, 2009, the Company reported a stockholders'
         deficit of $91,098,084.

     (c) On March 9, 2009 the Company disclosed that it only had
         sufficient cash to continue its operations for
         approximately three weeks.

In reviewing the eligibility of the Common Stock for continued
listing, the Exchange has complied with its standards and
procedures:

     (a) On March 12, 2008 the Company was notified by the NYSE
         Amex that following a review of its Form 10-K for the
         fiscal year ended December 31, 2007 that the Company was
         not in compliance with Section 1003(a)(i) of the Company
         Guide which requires a company to maintain at least $2
         million in stockholders' equity if the company has
         reported losses from continuing operations or net losses
         in two out of its three most recent fiscal years; Section
         1003(a)(ii) of the Company Guide which requires a company
         to maintain at least $4 million in stockholders' equity
         if the company has reported losses from continuing
         operations or net losses in three out of its four most
         recent fiscal years; and Section 1003(a)(iii) of the
         Company Guide which requires a company to maintain at
         least $6 million in stockholders' equity if the company
         has reported losses from continuing operations or net
         losses in its five most recent fiscal years.  Isolagen
         was given the opportunity to submit a plan of compliance
         by April 14, 2008 indicating how the Company intended to
         regain compliance by September 14, 2009.

     (b) The Company submitted its plan of compliance to the
         Exchange on April 11, 2008 and May 7, 2008. The Company
         was granted an extension up to September 14, 2009 to
         regain compliance with the Exchange's continued listing
         standards.

     (c) The Exchange notified the Company on March 17, 2009 that
         it was not in compliance with an additional continued
         listing standard. Specifically, the Company was not in
         compliance with Section 1003(a)(iv) in that Isolagen had
         sustained losses which were so substantial in relation to
         its overall operations that it appeared questionable that
         the Company would be able to continue operations. The
         Company was given until April 17, 2009 to submit a plan
         of compliance indicating how the Company intended to
         regain compliance with Section 1003(a)(iv) of the Company
         Guide. The Company elected not to submit a plan of
         compliance to address its financial impairment.

     (d) On May 6, 2009 the Company announced that it would be
         filing for bankruptcy under either Chapter 11 or Chapter
         7 of the United States Bankruptcy Code.

     (e) Due to the Company's sever financial impairment and
         inability to make progress to regain compliance with the
         Exchange's equity requirements Staff notified the Company
         of its intention to initiate immediate delisting
         proceedings on June 10, 2009.  The Exchange's letter
         dated June 10, 2009 also informed the Company of its
         limited right, in accordance with Sections 1203 and
         1009(d) of the Company Guide, to request a hearing before
         a Listing Qualifications Panel within seven days or by
         June 17, 2009.

     (f) The Company did not appeal the Staff Determination within
         the requisite time period or thereafter and was not
         otherwise in compliance with the Exchange's continued
         listing standards.

                          About Isolagen

Based in Exton, Pennsylvania, Isolagen(TM), Inc., is an aesthetic
and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The Company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in development.  Isolagen also
commercializes a scientifically-advanced line of skincare systems
through its majority-owned subsidiary, Agera(R) Laboratories, Inc.

Isolagen, Inc., and its wholly owned subsidiary, Isolagen
Technologies, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on June 15,
2009 (Bankr. D. Del. Case Nos. 09-12072 and 09-12073).  Mary E.
Augustine, Esq., at Ciardi Ciardi & Astin, P.C., in Wilmington,
Delaware, represents the Debtors.  The Debtors disclosed
$1,000,001 to $10,000,000 in estimated assets and debts.


JOHNSON BROADCASTING: Can Employ Mission as Investment Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted Johnson Broadcasting, Inc., and Johnson Broadcasting of
Dallas, Inc., permission to employ Mission Capital Group, LLC as
their investment advisor.

As the Debtors' investment advisor, Mission will:

  -- aggressively market and secure financing, refinancing,
     recapitalization investment and/or exit financing
     transactions;

  -- negotiate with prospective lenders or investors regarding
     the above transactions; and

  -- assist in all facets of the closing of any such transactions.

Mission will bill for its services: (i) a cash retainer of $5,000;
and (ii) a success fee equivalent to 4% of the gross proceeds of
the first $10 million involved in any transaction, and 5% of the
gross proceeds of any amount raised above $10 million.

Ricardo A. Rivas, a managing partner at Mission, assured the Court
that the firm does not hold or represent any interest adverse to
the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and that

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-
36585, respectively).  John James Sparacino, Esq., Joseph Peak
Rovira, Esq., and Timothy Alvin Davidson, II, Esq., at Andrews and
Kurth, represent the Debtors as counsel.  In its schedules,
Johnson Broadcasting Inc. listed total assets of $7,759,501 and
total debts of $14,232,988.


JOHNSON BROADCASTING: Plan Filing Period Extended to August 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
extended Johnson Broadcasting, Inc. and Johnson Broadcasting of
Dallas, Inc.'s exclusive periods to file a plan and solicit
acceptances thereof until August 31, 2009, and October 31, 2009,
respectively.

The Court further ordered that the exclusive period for filing a
plan of reorganization for Johnson Broadcasting, Inc., as to
Melanie Johnson expired effective at 5:00 p.m. on August 22, 2009.
The exclusive period for filing a plan of reorganization for
Johnson Broadcasting of Dallas, Inc. as to Melanie Johnson expired
on July 23.

The Court ordered that should Melanie Johnson elect to file a
competing plan for either Johnson Broadcasting, Inc., or Johnson
Broadcasting of Dallas, Inc., Melanie Johnson will provide the
Debtors with ten (10) days prior notice of such filing.

The Court ordered that the exclusive period for filing a plan of
reorganization for JBI and JBD will exire as to Melanie Johnson
upon the filing of any plan by JBI and JBD.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-
36585, respectively).  John James Sparacino, Esq., Joseph Peak
Rovira, Esq., and Timothy Alvin Davidson, II, Esq., at Andrews and
Kurth, represent the Debtors as counsel.  In its schedules,
Johnson Broadcasting Inc. listed total assets of $7,759,501 and
total debts of $14,232,988.


JOURNAL REGISTER: Will Pay $11MM to Settle Claims for Income Taxes
------------------------------------------------------------------
The Associated Press reports that Journal Register Co., under a
proposed settlement reached with Connecticut officials, will pay
$11 million by 2014 to settle claims for income taxes.

According to The AP, Connecticut officials had alleged that
improper deductions were taken on Journal Register's tax returns
and sought $21 million in adjustments.

The AP relates that the settlement requires the bankruptcy court's
approval.

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

Journal Register, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the Company's chief restructuring officer.  At the time
of the filing, the Company listed $100 million to $500 million in
total assets and $500 million to $1 billion in total debts.


KARUSSO REAL ESTATE: Files Chapter 11 in Indiana
------------------------------------------------
Kerusso Real Estate LLC filed for Chapter 11 protection, saying
assets are less than $10 million while debt exceeds $10 million.

Based in Highland, Indiana, Kerusso Real Estate LLC advertises
itself as selling foreclosed Indiana real estate.  The Web site is
named 4closed.net (Bankr. N.D. Ind. Case No. 09-22955).


KB HOME: Fitch Assigns 'BB-' Rating on $265 Mil. Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to KB Home's
$265 million 9.100% senior notes due July 2017.  The Rating
Outlook is Negative.  The issue will be ranked on a pari passu
basis with all other senior unsecured debt, including KB Home's
$650 million unsecured bank credit facility.  KB Home intends to
apply all or a portion of the net proceeds from the senior notes
offering toward the payment of the purchase price in a tender
offer for its outstanding 6 3/8% senior notes due 2011.

After payment for the 2011 notes, KB Home intends to add any
remaining net proceeds from the sale of the senior notes to its
general corporate funds.  Liquidity will be enhanced with a longer
maturity at a moderately higher cost than the debt which is paid
off.

This new debt issue has similar covenants to KB Home's other
senior notes with the exception of a change of control provision.
The company's debt-to-capital ratio was 71.5% at the close of
second quarter 2009.  Net debt-to-capital was 47.3%.

Fitch lowered KB Home's Issuer Default Rating and senior unsecured
rating in mid-December 2008 from 'BB+' to 'BB-'.  The downgrade
reflected the very difficult housing environment and Fitch
expectations that housing activity will be more challenging than
previously anticipated throughout calendar 2009.  The recessionary
economy and impaired mortgage markets are, of course, contributing
to the housing shortfall.  The ratings changes also reflected
negative trends in KB Home's operating margins, further
deterioration in credit metrics (especially interest coverage and
debt/EBITDA ratios) and erosion in tangible net worth from non-
cash real estate charges.  The company's liquidity position
provides a buffer and supports the current ratings.  Fitch notes
that it is likely there will be positive operating cash flow
generation in fiscal 2009 with notable contribution from KB Home's
fourth quarter.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

KB Home's ratings are based on the execution of its business
model.  The ratings also take into account the company's primary
focus on entry-level and to a lesser degree first-step trade-up
housing (the deepest segments of the market), its introduction of
the well-received Open Series of home designs, its conservative
building practices, and effective utilization of return on
invested capital criteria as a key element of its operating model.
Over recent years the company has improved its capital structure
and increased its geographic diversity and has better positioned
itself to withstand this meaningful housing downturn.  Fitch also
has taken note of KB Home's role as an active consolidator within
the industry.

The company maintains a 4.2-year supply of lots (based on last 12
months deliveries), 78.4% of which are owned and the balance
controlled through options.  (The options share of total lots
controlled is down sharply over the past three years as the
company has written off substantial numbers of options.)

As the housing cycle continues to contract, creditors should
benefit from KB Home's solid financial flexibility supported by
unrestricted cash and equivalents of $997.4 million and
$456.5 million available under its $650 million unsecured credit
facility (net of $193.5 million of letters of credit) as of
May 31, 2009.  In addition, relatively liquid homes, lots and
improvements in production totaling $1.44 billion provides
comfortable coverage for construction debt of $1,711.7 million.
As noted earlier, the company has $350 million of senior notes
coming due on August 15, 2011, but is tendering for these notes.
The company does not have any other major debt maturing until
February 2014, when $250 million of senior notes mature.

As of May 31, 2009, KB Home's unconsolidated joint ventures had
total debt of $786 million.  Of the total debt, none was recourse
and $32.5 million had limited recourse to KB Home.  At May 31,
2009, the company's potential responsibility under its loan-to-
value maintenance guarantees totaled approximately $16.3 million,
if any liabilities were determined to be due thereunder.  The
company had provided a several guaranty to the lenders of one of
its unconsolidated joint ventures.  At May 31, 2009, this JV had
total outstanding debt of $373.5 million, and, if this guaranty
were enforced, KB Home's potential responsibility under the
guaranty would be approximately $182.7 million.

In August 2008, KB Home amended its unsecured revolving credit
facility.  As part of the amendment, the commitments under the
revolver were reduced from $1.3 billion to $800 million.  The
credit facility is also subject to further reductions if the
company's tangible net worth falls below certain thresholds.
Accordingly, the aggregate commitment was permanently reduced from
$800 million to $650 million in the second quarter of 2009 as
consolidated TNW was below $600 million at February 28, 2009.


KELLWOOD CO: Completes Bond Exchange Offer, Dodges Bankruptcy
-------------------------------------------------------------
Kellwood Company has successfully completed its bond exchange of
new senior secured notes due in 2014 for its existing senior notes
that were due on July 15, 2009.

As reported by the Troubled Company Reporter on July 14, 2009,
Kellwood had failed to reach an agreement with its bondholders,
putting the Company at risk of bankruptcy.  Kellwood has a
$140 million bond issue that matured last week.  Kellwood tried to
defer the bond payment by swamping it with bonds that mature in
2014 with sweetened terms.  Deutsche Bank, the largest bondholder,
decided not to tender the offer.

Kellwood President and CEO Michael W. Kramer said, "I am very
pleased that Deutsche Bank and the other bondholders accepted
Kellwood's exchange offer.  The conclusion of this transaction not
only creates a better deal for our bondholders, the exchange into
new notes with a maturity in 2014 strengthens our financial
position.  This will let us continue to build on the operational
improvements we have made to date and take advantage of
opportunities to grow our brands and our business."

"In an otherwise challenging retail and fashion marketplace,
Kellwood continues to perform well, with solid operations,
profitability and full access to our $175 million credit facility.
I want to thank our employees, customers, vendors, bondholders and
Bank of America for all the support they have shown through the
bond exchange process of the last few weeks.  With the exchange
offer completed, Kellwood is ready to move forward aggressively
and reach our full potential," Mr. Kramer stated.

The transaction was a par for par exchange and maintains the same
obligor for the new senior secured notes.  Kellwood was advised by
Lazard Middle Market LLC and Kirkland & Ellis LLP.

Headquartered in St. Louis, Missouri, Kellwood Company
-- http://www.kellwood.com/-- is a marketer of apparel and
consumer soft goods.  Specializing in branded products, the
company markets to all channels of distribution with products and
brands tailored to each specific channel.


KENNETH MEGGITT: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kenneth L. Meggitt
        6458 US Highway 6
        Vickery, OH 43464-9514

Bankruptcy Case No.: 09-34974

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Duane L. Galloway, Esq.
            538 Huron Ave
            Sandusky, OH 44870-2948
            Tel: (419) 626-8630
            Fax: (419) 626-2832
            Email: duanelgalloway@aol.com

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

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

A full-text copy of Mr. Meggitt's petition, including a list of
his 17 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/ohnb09-34974.pdf

The petition was signed by Mr. Meggitt.


KENNETH MITAN: 6th Cir. Okays Nunc Pro Tunc Ch. 11 to 7 Conversion
------------------------------------------------------------------
WestLaw reports that a bankruptcy court, in the exercise of
authority granted to it to issue "necessary or appropriate"
orders, had the power, on remand following reversal of its earlier
case conversion order as entered without the requisite notice, to
enter a second, nunc pro tunc conversion order retroactive to the
date that the initial order was entered more than two years
earlier, in order to preserve actions that the Chapter 7 trustee
took in the converted case in compromising claims and in obtaining
judgments as to the dischargeability of certain debts, all as a
result of the debtor's failure to seek a stay of conversion
pending appeal.  The bankruptcy court not only had authority based
on the unique circumstances of the debtor's case to make its order
converting the Chapter 11 case to one under Chapter 7 retroactive
to this earlier date, but acted appropriately in doing so.  The
only explanation offered by the debtor for not seeking a stay was
that he had his "hands full."  In re Mitan, --- F.3d ----, 2009 WL
2059737 (6th Cir.(Mich.)).

Kenneth J. Mitan filed a voluntary chapter 11 bankruptcy petition
(Bankr. C.D. Calif. Case No. 03-_____) on May 20, 2003, listing
assets of $100,001 to $500,000 and debts from $1 million to
$10 million.  Most of Mr. Mitan's creditors hold unsecured claims
arising from lawsuits alleging, and state court judgments
reflecting, that he engaged in a scheme under which he purchased
extant businesses, stripped the businesses of their assets through
quick sales, and then refused to pay the original owners of the
businesses the agreed upon sales price.  Thus, the former owners
were left with neither the purchase price to which they were
entitled nor any recoverable assets from the businesses that they
had sold.  Upon learning of Mr. Mitan's California filing, the
creditors asked the bankruptcy court to transfer the proceeding to
the Eastern District of Michigan, where Mr. Mitan actually resides
and a number of the creditors had their places of business.  In
response to the transfer request, Mr. Mitan instead moved to
dismiss the case.  The California bankruptcy court sided with the
creditors and transferred the case to Michigan (Bankr. E.D. Mich.
Case No. 03-_____) by an order dated October 7, 2003.  The Ninth
Circuit's Bankruptcy Appellate Panel affirmed the decision to
transfer on December 22, 2003, and invited the creditors to file a
motion for sanctions against Kenneth.


LANCELOT INVESTORS: Bankr. Ct. Halts Minnesota Auditor Suit
-----------------------------------------------------------
WestLaw reports that a Chapter 7 trustee's likelihood of success
on the merits arising from the ease with which the debtors'
auditor could have discovered problems with the debtors' financial
statements, as well as the public interest served by pro rata
distributions and the orderly administration of the bankruptcy
estate, warranted the issuance of a preliminary injunction,
pursuant to the bankruptcy court's powers to issue orders
necessary or appropriate to carry out the provisions of the
Bankruptcy Code, enjoining investors' state-court action against
the debtors' auditor for professional negligence and
misrepresentations, assuming those claims were not estate
property, while the trustee pursued potential causes of action
against the auditor.  This was particularly true since both the
trustee and the investors were targeting the same insurance
policy, and successful litigation by the investors could affect
the amount of property that the trustee could collect to
administer to the bankruptcy estate's creditors.  In re Lancelot
Investors Fund, L.P., --- B.R. ----, 2009 WL 2136904 (Bankr. N.D.
Ill.).

The Minnesota lawsuit was filed on June 16, 2009, by McKinley
Lancelot One, LLC, McKinley Associates, Inc., Scott Turban Family
Trust, Scott Turban, Gene Turban and Paul Dimond against McGladrey
& Pullen LLP in the Fourth Judicial District of Hennepin County
District Court.

Lancelot Investors Fund, LP, and 18 related entities filed Chapter
7 petitions (Bankr. N.D. Ill. Case No. 08-28225) October 20, 2008,
blaming a $1.5 billion loss in the collapse of Petters Group
Worldwide, LLC.  FBI agents raided Mr. Petters' home and a number
of his businesses on Sept. 24, 2008.  A federal grand jury in the
District of Minnesota indicted Mr. Petters on December 1, 2008, on
charges of mail and wire fraud, conspiracy to commit mail and wire
fraud, money laundering and conspiracy to commit money
laundering.Federal authorities accused Petters Group's founder,
Thomas Petters, of orchestrating a massive ponzi scheme.  Mr.
Petters is now in jail.

Ronald R. Peterson, Esq., at Jenner & Block LLP in Chicago serves
as the Chapter 7 trustee.  Mr. Peterson reported that as of
October 11, 2008, the Debtors collectively purportedly had assets
with a value of $1.78 billion and liabilities totalling
$275.7 million.  Approximately $1.5 billion of the Debtors' assets
purportedly consist of loans to or investments
in Peters Group Worldwide and related entities.


LANDSOURCE COMMUNITIES: To Pay Construction Bill to Santa Clarita
-----------------------------------------------------------------
Josh Premako at The Signal reports that LandSource Communities
Development, LLC, will repay its almost half-million dollar
construction bill to the city of Santa Clarita.

Citing a Santa Clarita lawyer, The Signal relates that the city
spent about $449,000 to widening Newhall Ranch Road between Rye
Canyon Road and Dickason Drive, with the promise that Newhall Land
would reimburse the city.

As reported by the Troubled Company Reporter on July 24, 2009, the
Hon. Kevin J. Carey of the U.S. 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.

According to The Signal, the construction bill payment is part of
LandSource Communities' reorganization plan.

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 TCR 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)


LAS VEGAS SANDS: Bank Debt Trades at 26% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 73.88 cents-on-the-
dollar during the week ended Friday, July 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.94 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 24, among the 145 loans
with five or more bids.

Meanwhile, participations in a syndicated loan under which
Venetian Macau US Finance Co. LLC is a borrower traded in the
secondary market at 90.40 cents-on-the-dollar during the week
ended Friday, July 24, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 2.83 percentage points from the previous
week, The Journal relates.  The loan matures on May 25, 2013.  The
Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B3 rating and Standard &
Poor's B- rating.  The debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 24, among the 145 loans with five or more
bids.

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


LAUTH INVESTMENT: Principals Offer $15MM of Financing to Units
--------------------------------------------------------------
Cory Schouten at Indianapolis Business Journal reports that
several Lauth Group Inc. principals have offered to provide
$15 million of financing to the Company's subsidiaries in
bankruptcy.

The principals said in court documents that they are offering the
proposal because Lauth Investment Properties LLC has insufficient
hard assets to serve as a borrowing base for a more traditional
loan.

IBJ notes that if the bankruptcy court approves the offer, the
Lauth principals would:

     -- get 15% interest,

     -- get warrants to acquire up to 25% of the Company's
        remaining equity,

     -- go to the front of the line to be repaid, and

     -- be compensated for expenses and legal fees.

The Lauth insiders would get a breakup fee of $500,000 if another
party presents more favorable terms for debtor-in-possession
financing, IBJ states.

IBJ relates that creditors, including Chicago-based Inland
American Real Estate Trust, objected to the proposed arrangement,
particularly the breakup fee.  According to the report, Inland
American, which agreed to invest up to $250 million in Lauth in
2007, claims that a Lauth default put it in control of the
Company's subsidiaries and about 50 Lauth-developed properties.

IBJ says that Inland American is suing Lauth principals Robert L.
Lauth Jr., Michael S. Curless, Gregory Gurnik, Lawrence Palmer and
Thomas Peck on alleged fraud, conspiracy, and racketeering.  IBJ
relates that Inland American accuses the Lauth executives of
diverting more than $18 million of the Inland investment for
unauthorized purposes and of secretly rewriting contracts to let
themselves off the hook for personal guarantees of $310 million on
dozens of now-struggling real estate projects.

Lender Wells Fargo Bank also sued Lauth principals over attempts
to move around assets and leave creditors holding the bag after
the Company's collapse, IBJ relates.

Lauth, according to IBJ, denied the allegations.

Carmel-based Lauth Property Group is one of the nation's top
developers.  Lauth Investment Properties, LIP Development, and LIP
Investment are three holding companies affiliated with Lauth
Property.

Indianapolis, Indiana-based Lauth Investment Properties, LLC, and
its two affiliates filed for Chapter 11 bankruptcy protection on
May 1, 2009 (Bankr. S.D. Ind. Case No. 09-06065).  Jeffrey J.
Graham, Esq., at Taft Stettinius & Hollister LLP and Jerald I.
Ancel, Esq., at Taft Stettinius & Hollister LLP assist the Debtors
in their restructuring efforts.  Lauth Investments listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.


LEAR CORP: Bank Debt Trades at 32% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 67.85 cents-on-
the-dollar during the week ended Friday, July 24, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.15 percentage points
from the previous week, The Journal relates.  The loan matures on
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 24, 2009, among the 145 loans with five or
more bids.

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LYONDEL CHEMICAL: INEOS Objects Plan to Shut Chocolate Bayou Plant
------------------------------------------------------------------
Nathaniel Lukefahr at The Facts reports that INEOS has objected to
LyondellBasell's attempts to shut down a plant at its Chocolate
Bayou complex.

According to The Facts, INEOS said that it wants to buy the plant.
Court documents say that INEOS has offered $1 million in cash to
LyondellBasell for a high-density polyethylene plant at Chocolate
Bayou.  INEOS said that LyondellBasell rejected its bid, The Facts
relates.

The Facts says that LyondellBasell disclosed plans to close its
Chocolate Bayou complex in September 2008 due to poor market
conditions.  LyondellBasell, as part of its reorganization, will
shut down and dismantle the plant that INEOS wants to acquire,
saying that the facility is no longer economical and costs
$12 million per year to keep running, The Facts states.

INEOS spokesperson Charles Saunders said in a statement, "As
reflected in recently filed court documents, INEOS confirms its
attempt to save the LyondellBasell Chocolate Bayou HDPE plant from
closure and demolition.  INEOS has made a firm offer for the
facility, which it believes remains viable."

INEOS said in court documents that it has a right to buy the
facility because of a 1988 agreement between both companies'
predecessors.  INEOS predecessor Amoco sold the plant to
LyondellBasell forerunner Quantum Chemical.

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

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

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

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

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

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


LYONDELL CHEMICAL: LyondellBasell Names Kent Potter as CFO
----------------------------------------------------------
LyondellBasell Industries' Supervisory Board has named Kent Potter
as Chief Financial Officer, effective August 1.  Mr. Potter will
succeed Alan Bigman who will be offered an opportunity to continue
assisting in the company's Chapter 11 restructuring activities.

"Kent is a highly respected finance executive, and his experience
as chief financial officer for two of the world's largest
chemicals and energy companies makes him ideally suited to this
role," said Jim Gallogly, CEO of LyondellBasell.  "I am delighted
that he will be joining our leadership team to help build
LyondellBasell's future."

"LyondellBasell has the potential to be an elite participant in
the chemical industry, and I am excited to be joining the company
at this critical time," said Mr. Potter.  "I look forward to
working with the finance team and the entire leadership group to
continue to focus on improving results and emerging from Chapter
11 protection."

Potter most recently was a consultant in the petrochemicals sector
and formerly was the Chief Financial Officer of TNK-BP, Russia's
second largest oil company.  He was previously Senior Vice
President and Chief Financial Officer for Chevron Phillips
Chemical Company from 2000 to July 2003 and served as a member of
Chevron Phillips Chemical Company's Board of Directors.

Prior to his time with Chevron Phillips, Potter had spent 27 years
with Chevron.  During this time, he held financial management
positions in all areas of Chevron's operations.  These included
Finance Director for Chevron's North Sea operations, CFO of
Chevron's mining company, CFO of Tengizchevroil in Kazakhstan and
CFO of Chevron Overseas Petroleum (Chevron's international E&P
operations).

Mr. Potter served on the Advisory Board of the Haas Graduate
School of Business (UC, Berkeley) and formerly was a member of the
Supervisory Board of LyondellBasell Industries.

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)


MAGNA ENTERTAINMENT: Frank Stronach Allegedly Involved in Fraud
---------------------------------------------------------------
Court documents say that Magna Entertainment Corp.'s unsecured
creditors have accused the Company of fraudulently transferring
more than $125 million to firms controlled by Canadian billionaire
Frank Stronach before filing for bankruptcy.

The creditors claimed that Mr. Stronach used his control of MEC
majority shareholder MI Developments Inc (MID) to secure prized
assets and fraudulently transfer payments to his companies,
Reuters relates.  The creditors said in court documents, "MID
breached its fiduciary duties of good faith, honest governance,
loyalty and care to MEC and its creditors by, among other wrongs,
looting and engaging in self-dealing transactions to the detriment
of the debtors."

MID said in a statement that the committee's claims are without
merit and that it intends to contest them vigorously.

As reported by the Troubled Company Reporter on July 24, 2009, MID
said its subsidiary MID Islandi sf. had been named as a defendant
in an action commenced by creditors in connection with the
bankruptcy proceedings of MEC under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.  The Committee's action sought, 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 had 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.

The creditors said in court documents that MID prevented MEC from
selling assets that might have let it successfully restructure.
MID, according to court documents, propped up failing MEC and
"larded" it with secured loans made through an Icelandic unit.

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.


MAGNA ENTERTAINMENT: MID Islandi Faces Committee Lawsuit
--------------------------------------------------------
The official committee of unsecured creditors in Magna
Entertainment Corp.'s cases has commenced an adversary proceeding
against majority shareholder MID Islandi and its subsidiary MI
Developments Inc., alleging that they left creditors in limbo by
failing to sell Magna's marketable assets and doling out
unnecessary loans as the Company continued to sink, according to
Law360.

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 HEAD: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mark N. Head
        1710 Abercromby Court
        Unit 1710L
        Reston, VA 20190

Bankruptcy Case No.: 09-15856

Chapter 11 Petition Date: July 23, 2009

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

Debtor's Counsel: Michael Lawrence Eisner, Esq.
            Oh & Eisner, PLLC
            8484 Westpark Dr. Suite 640
            McLean, VA 22102
            Tel: (703) 821-9425
            Email: Michael.Eisner1@gmail.com

Total Assets: $1,490,752

Total Debts: $3,923,492

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

            http://bankrupt.com/misc/vaeb09-15856.pdf

The petition was signed by Mr. Head.


MEADOWCRAFT INC: Sells Assets, Fate to Be Determined This Week
--------------------------------------------------------------
The result of Meadowcraft, Inc.'s sale set for July 24 would be
disclosed this week, Leesha Faulkner at Selma Times-Journal
reports, citing Selma-Dallas County Economic Development Authority
executive director Wayne Vardaman.

Court documents did not reveal the identity of the bidders for
Meadocraft.

According to Times-Journal, bank creditors will review all the
bids and make a decision.

Michael Tomberlin at The Birmingham News reports that workers and
community leaders in Randolph County hoped that a rally on July 23
helped delay the auction in time for Meadowcraft's management to
obtain financing and buy the Company.  Management's plan could be
completed if lender Wells Fargo & Co. and the U.S. Bankruptcy
Court would postpone the auction, members of the Retail,
Wholesale, and Department Store union said in a statement.
"However, Wachovia/Wells Fargo has refused to continue to provide
the funding necessary for Meadowcraft to operate until its sale is
completed.  The closing would cause the immediate loss of 1,300
Meadowcraft jobs and others at area retailers and suppliers," the
union stated.

The Birmingham News says that attempts to find a buyer or investor
have been unsuccessful.  The U.S. Bankruptcy Court for the
District of Delaware ordered liquidation on July 6, according to
the report.  The report says that a final hearing will be held on
July 27.

Meadowcraft said in court documents that it learned that its
former leaders had overstated collateral when borrowing money from
banks.  The Company said, "In late February and early March of
2009 (Meadowcraft) determined that the former CFO and the former
president were overstating the collateral reporting to the banks
in order to obtain financing beyond the financing that would be
available from a true collateral base under its revolving line of
credit.  Reported monthly earnings during 2008 were also misstated
to avoid triggering bank covenants."  Collateral was overstated by
$20 million, and "included fictitious invoices, re-aging
invoices/aged credits, fictitious quantities in finished goods,"
and other wrongdoing, according to the Company.  Meadowcraft's net
income was inflated by $12.4 million, the Company said.

Birmingham, Alabama-based Meadowcraft, Inc. --
http://www.meadowcraft.com/-- sells iron casual outdoor
furniture, accessories, cushions, and umbrellas.  Wells Fargo
Bank, NA, RZB Finance LLC, and Burdale Financial Limited filed an
involuntary petition for Chapter 11 bankruptcy for Meadowcraft on
March 30, 2009 (Bankr. D. Delaware Case Number 09-10988).  The
creditors claimed that the Company owed them almost $64 million.


MERCURY COMPANIES: Manatt Phelps Also Defending Ex-CEO in Suit
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved on
July 8, 2009, Mercury Companies Inc., et al.'s amended employment
application of Manatt, Phelps & Phillips, LLP as their special
litigation counsel, nunc pro tunc to January 14, 2009.

In the original application, the Debtors sought to retain Manatt
Phelps as special counsel to defend them in an action pending in
the Superior Court of the State of California, County of Alameda,
entitled State Labor Commissioner, Division of Labor Standards
Enforcement, Department of Industrial Relations, State of
California v. Alliance Title Company, Inc., Mercury Companies,
Inc., Financial Title Company, Lenders Choice Title Co., Lender's
First Choice Agency, Inc., and Jerrold Hauptman, Case No. RG
08369762.  In the action, the California Labor Commissioner sought
approximately $20 million in damages from the Debtors for alleged
unpaid wages and statutory penalties.

In its amended employment motion, the Debtors said they
inadvertently did not disclose that Manatt Phelps was also acting
as counsel for Jerrold Hauptman, its former CEO, in the said
action.

In her amended verified statement, Vikki L. Vander Woude, Esq.,
counsel at Manatt Phelps, said that the firm does not believe
there is any actual, or potential, conflict of interest arising
from its joint representation of the Debtors and Mr. Hauptman, and
does not believe its joint representation is prohibited by
Section 327(e) of the Bankruptcy Code.  Ms. Woude assured the
Court that the firm does not hold or represent any interest
adverse to the Debtors or their estates.

Ms. Woude, however, stated that the firm had in the past
represented, or currenly does represent, in matters unrelated to
the Debtors' cases or the subject matter of the action, the
following entities listed as creditors of one or more of the
Debtors:

    * The First American Corporation and affiliates of First
      American, including First American Title Insurance Company,
      First Advantage Corporation (potential client) and First
      American Property & Casualty Insurance Company.

    * B.M. Tonkin, Inc.

    * Morrison & Foerster

    * ECC Capital Corporation

    * Whittaker Corporation

    * FedEx Freight West, Inc.
The Manatt Phelps' professional who will primarily work on this
case is Sharon Bauman, Esq., whose hourly rate is $595.  She will
be assisted by Ms. Woude, whose hourly rate is $550.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Daniel J. Garfield, Esq., and
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck;
Kathleen A. Odle, Esq., at Sherman & Howard; and Vikki L. Vander
Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, serves as the
official committee of unsecured creditors' counsel.


MICHAELS STORES: Bank Debt Trades at 20% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 79.39 cents-
on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.06
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 24,
2009, among the 145 loans with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended January 31, 2009 -- the Company posted a $5 million net loss
on $3.81 billion in net sales.


MIDDLESEX COUNTY: Moody's Cuts Ratings on $30 Mil. Bonds to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the
Middlesex County Improvement Authority's Heldrich Hotel's
$30 million 2005 Series A and $2.9 million 2007 Series A senior
revenue bonds to B3 from B1.  The outlook is negative.  The
downgrade concludes a review for possible downgrade that Moody's
commenced on December 23, 2008.  The rating action reflects the
continued weak operational and financial performance of the Hotel
and Moody's opinion that performance will continue to deteriorate.

The 2005 Series A bonds, $37.3 million in 2005 Series B bonds, and
$2.75 million in 2005 Series C bonds were issued to acquire the
facilities, construct the hotel/conference center and pay for cost
related to the financing.  Moody's did not rate the subordinate
2005 Series B and junior 2005 Series C bonds.  In addition, the
2007 Series A completion bonds, which were rated by Moody's, were
issued to pay for cost overruns incurred during the construction
of the hotel.

In 2008, hotel demand began softening as key clients made
adjustments to conference and training schedules due to the
slowing economy.  Thus, 2008 revenue was significantly lower than
initial projections.  Financial performance of 2009 is expected to
be weaker than that of 2008 with debt service coverage levels for
the 2005 and 2007 Series A bonds near 1.0x debt service.

In order to pay senior debt service, the renewal and replacement
reserve was not funded in 2008.  Without regular deposits to this
account, the Hotel would lack the resources needed for
reinvestments in furniture, fixtures and equipment that are needed
to maintain a competitive position and ensure continued high
quality service.  Management expects to make deposits to the
renewal and replacement reserve according to a renovation schedule
beginning in 2009.

The Heldrich Hotel project is a hotel/conference center that
consists of 235 guest rooms and suite hotel, a full service
restaurant and lounge, 500 seat ballroom, ground floor retail
space, and a 50,000 square foot conference center and 30,000
square foot office and instructional space, which is leased by The
Bloustein School of Planning and Public Policy and The John J.
Heldrich Center for Workforce Development of Rutgers, The State
University.  The Heldrich project was designed as an executive
conference center primarily serving the business meeting market,
representing numerous large corporations and corporate
headquarters located in the corridor from New York to
Philadelphia.

The Hotel, which opened in March 2007, is located in the cultural
center of downtown New Brunswick, New Jersey, which is undergoing
redevelopment, (General Obligations rated A3) and is in the heart
of the theater district.  The Hotel benefits from its location in
Central New Jersey with quick access to transportation including
interstate highways, Amtrak train service, and Newark Airport and
its close proximity to Manhattan, which is approximately 50
minutes from the Hotel by car or train.

The Heldrich Hotel Project's 2005 Series A and 2007 Series A bond
ratings were assigned by evaluating factors believed to be
relevant to the credit profile of the Hotel such as i) the
business risk and competitive position of the issuer versus others
within its industry or sector, ii) the capital structure and
financial risk of the issuer, iii) the projected performance of
the issuer over the near to intermediate term, and iv) the
issuer's history of achieving consistent operating performance and
meeting budget or financial plan goals.  These attributes were
compared against other issuers both within and outside of the
Hotel's core peer group and the 2005 Series A and 2007 Series A
bond ratings are believed to be comparable to ratings assigned to
other issuers of similar credit risk.

The last rating action was on December 23, 2008, when the 2005
Series A bonds and 2007 Series A bonds were downgraded from Baa3
to B1.


MIDWAY GAMES: Panel Wants Dewey LeBoeuf's Fees Slashed by $110,000
------------------------------------------------------------------
The Official Committee of Unsecured Creditors urged the Hon. Kevin
Gross of the U.S. Bankruptcy Court for the District of Delaware to
trim roughly $110,000 from the $470,000 from Dewey & LeBoeuf LLP
for acting as special counsel to Midway Games Inc.'s embattled
board members, claiming the firm is improperly billing the estate
for hours spent advising the directors on how to parry accusations
they drove the Debtor into the ground, according to Law360.

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

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


MOBILE BAY: Files for Ch 11 Bankruptcy, Blocks Foreclosure Sale
---------------------------------------------------------------
Mobile Bay Investments, L.L.C., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of Alabama.

Kathy Jumper at Press-Register relates that Bay Mortgage Investors
LLC, the first mortgage holder with almost $9 million loaned to
Mobile Bay's 500-acre SaltAire residential community project, had
planned to sell the property at a foreclosure sale on July 23.
Mobile Bay's bankruptcy counsel, Michael Smith, said that the
Company's bankruptcy filing blocked the sale, says Press-Register.

According to Press-Register, $12 million to $15 million has been
invested in Mobile Bay's project, a 500-acre SaltAire residential
community off Ala. 193.

Court documents say that works on SaltAire stopped in October 2008
when Regions Bank, which has a $6.5 million second mortgage,
stopped funding infrastructure development.  Regions Banks has
several times scheduled and then canceled foreclosure sales on its
share of the property since then.

Press-Register states that suppliers, contractors, and other
vendors who have done work on the subdivision, filed at least
$2.6 million in liens against the project.

Mobile, Alabama-based Mobile Bay Investments, L.L.C., is the
developer of the 500-acre SaltAire residential community off Ala.
193 on Mobile Bay's western shoreline.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 23% Off
--------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials is a borrower traded in the secondary market
at 77.00 cents-on-the-dollar during the week ended July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.13
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 5, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and Standard & Poor's CCC- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 24,
among the 145 loans with five or more bids.

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 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.


MOTION PICTURE & TV: To Close Senior Care Facility to Stem Losses
-----------------------------------------------------------------
Frank Mancuso, Chairman of the Motion Picture & Television Fund
Corporate Board of Directors, on Sunday expressed disappointed by
a recent action taken by the Screen Actors Guild Board concerning
the Fund's Long Term Care Facility.

Mr. Mancuso said, "If MPTF does not close its long term care unit,
which is losing nearly $1 million each month and transfer the 84
residents who currently reside there to highly qualified community
nursing homes, the fund will go bankrupt within five years and all
of our operations will be forced to close.  We would no longer be
able to provide services to SAG members who made 23,000 visits to
our health centers and social workers last year or any of the
60,000 other industry members who rely on us for care.  Nor would
we be able to continue providing financial assistance to the
entertainment industry, including the 214 SAG members who received
financial aid from the Fund in 2008.

"The Board struggled to find a solution that would ensure the
future stability of the Fund while allowing us to keep the long
term care facility open.  Sadly, after years of exploring
alternatives, we came to the inescapable conclusion that the long
term care unit had to close to protect the rest of the
institution.  It would be a disservice to our community to force
into bankruptcy this indispensable organization simply because
family members of the 84 people living in the facility prefer to
have them remain there.  We wish they could too.  And were it
financially feasible, the Board would insist on having them stay.
But it is not.

"MPTF is not abandoning the 84 residents who remain in the long
term care facility but we cannot and will not compromise the best
interests of SAG's membership and the rest of the 60,000 people we
serve every year by keeping it open.  This is the correct and only
decision the Board could make.  The long term care facility must
close."

"[We] appreciate their willingness to hear our presentation and
the support we received from the 48.26 percent of its members who
voted against this resolution.  We also appreciate SAG National
Board of Directors' President Alan Rosenberg's acknowledgement of
our 'significant financial and operational concerns.'"  Mr.
Mancuso said.


NATIONAL ENERGY: Orrick's Bid to Sanction Unit & Counsel Denied
---------------------------------------------------------------
The Hon. Deborah Chasanow of the U.S. District Court for the
District of Maryland denied the motion to sanction a unit of
National Energy & Gas Transmission Inc. and its counsel, Whiteford
Taylor & Preston LLP, filed by Orrick Herrington & Sutcliffe LLP,
for what Orrick had argued was a "frivolous appeal" to recover
$678,000 in bankruptcy attorneys fees, according to Law360.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/ -- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq.,
at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001,
the Company listed $23,216,000,000 in assets and $22,152,000,000
in debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-
on-the-dollar plus post-petition interest.


NEIMAN MARCUS: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 77.14
cents-on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.75
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 24,
2009, among the 145 loans with five or more bids.

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.


NORTEL NETWORKS: To Sell Most of Carrier Networks to Ericsson
-------------------------------------------------------------
Ericsson has entered into an asset purchase agreement to acquire
the parts of the Carrier Networks division of Nortel relating to
CDMA and LTE technology in North America.  The purchase is
structured as an asset sale at a cash purchase price of
US$1.13 billion on a cash and debt free basis.  This follows the
completion of the auction process initiated by Nortel, and the
transaction is subject to court and customary regulatory
approvals.

Ericsson acquires an installed base and a healthy business that
provides major operators CDMA technology and support services. In
addition, the acquisition strengthens Ericsson's ability to serve
North America's leading wireless operators in the evolution to
LTE.

The acquisition significantly expands Ericsson's footprint in
North America, particularly as this region is emerging as an early
adopter of LTE technology.  The acquisition also provides Nortel's
customers with a strong and reliable supplier for the future, many
of which have expressed support for this acquisition.

"Acquiring Nortel's North American CDMA business allows us to
serve this important region better as we build relationships for
the future migration to LTE.  Furthermore, by adding some 2,500
highly skilled employees, of which about 400 are focused on LTE
research and development, Ericsson reinforces and expands a long-
term commitment to North America.  This deal, along with our
recently announced Sprint service agreement, truly positions
Ericsson as a leading telecoms supplier in North America," said
Carl-Henric Svanberg, President and CEO of Ericsson.

The agreement includes important CDMA contracts with North
American operators such as Verizon, Sprint, U.S. Cellular, Bell
Canada and Leap, as well as LTE assets, certain patents and patent
licenses relating to CDMA and LTE.  Nortel's customers will also
benefit from the continued support of Nortel's installed CDMA base
and the migration path to LTE.

Nortel's North American CDMA operations generated approximately
US$2.0 billion in 2008, with robust profitability from a good
product mix, which includes a significant amount of services.
Going forward, research and development costs are expected to be
relatively low in CDMA compared with other technologies.
Ericsson's North American business generated about SEK17.9
(US$2.7) billion of sales in 2008, mainly from GSM and WCDMA
equipment and associated services.  When coupled with the recently
announced Sprint services agreement, this acquisition makes North
America the largest region within Ericsson and encompasses some
14,000 employees.

The robust financial profile of the acquired operations will
contribute significant top- and bottom-line additions to Ericsson.
The transaction is expected to have a positive effect on
Ericsson's earnings within a year after closing.  Magnus
Mandersson, presently head of Ericsson Northern Europe, is
appointed President of Ericsson CDMA operations, and Richard Lowe,
Nortel, is appointed Chief Operating Officer.

"Our two companies share a long-standing commitment to
technological excellence and innovation, and we look forward to
welcoming the Nortel employees into Ericsson.  We are truly
impressed with their continuing outstanding performance during
these challenging times," said Magnus Mandersson, President of
Ericsson CDMA operations.  "The agreement with Ericsson provides a
strong and stable future for Nortel's CDMA and LTE business.
Customers will enjoy continued strong support from an industry
leader as they look to evolve to LTE.  Many employees will also
have the opportunity to continue their work with Ericsson,
bringing their innovation power and creativity to the wireless
industry for years to come," said Richard Lowe, President of
Carrier Networks at Nortel.

Consummation of the transaction is subject to approval by the
United States and Canadian Bankruptcy Courts and the satisfaction
of regulatory and other conditions.

SEB Enskilda is acting as Ericsson's sole financial advisor in the
transaction.

                      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: Ericsson Bids $1.13BB for CDMA, LTE; Wins Auction
------------------------------------------------------------------
Stockholm, Sweden-based Ericsson has entered into an asset
purchase agreement to acquire the parts of the Carrier Networks
division of Nortel Networks relating to CDMA and LTE technology in
North America.  The purchase is structured as an asset sale at a
cash purchase price of $1.13 billion on a cash and debt free
basis.

Ericsson's announcement follows the completion of the auction
process initiated by Nortel, and the transaction is subject to
court and customary regulatory approvals.

As reported by the Troubled Company Reporter on June 22, 2009,
Nortel Networks Corporation, its principal operating subsidiary
Nortel Networks Limited and certain of NNL's subsidiaries,
including Nortel Networks Inc., entered into a "stalking horse"
asset sale agreement with Nokia for the sale of substantially all
of its CDMA business and LTE Access assets for US$650 million.

Ericsson acquires an installed base and a healthy business that
provides major operators CDMA technology and support services.  In
addition, the acquisition strengthens Ericsson's ability to serve
North America's leading wireless operators in the evolution to
LTE.  The acquisition significantly expands Ericsson's footprint
in North America, particularly as this region is emerging as an
early adopter of LTE technology.  The acquisition also provides
Nortel's customers with a strong and reliable supplier for the
future, many of which have expressed support for the acquisition.

"Acquiring Nortel's North American CDMA business allows us to
serve this important region better as we build relationships for
the future migration to LTE.  Furthermore, by adding some 2,500
highly skilled employees, of which about 400 are focused on LTE
research and development, Ericsson reinforces and expands a long-
term commitment to North America.  The deal, along with our
recently announced Sprint service agreement, truly positions
Ericsson as a leading telecoms supplier in North America," said
Carl-Henric Svanberg, President and CEO of Ericsson.

The agreement includes important CDMA contracts with North
American operators such as Verizon, Sprint, U.S. Cellular, Bell
Canada and Leap, as well as LTE assets, certain patents and patent
licenses relating to CDMA and LTE.  Nortel's customers will also
benefit from the continued support of Nortel's installed CDMA base
and the migration path to LTE.

Nokia issued a statement after losing in its bid for the Nortel
assets.

"Our final offer for Nortel's assets represented a fair price, and
we did not enter this process with a win-at-any-cost mindset,"
said Bosco Novak, Chief Markets Operations Officer, Nokia Siemens
Networks.  "Ours was an opportunistic bid aimed at supporting the
great progress we've made in North America in the past 18 months,
and we are very confident that momentum will continue to grow."

Nortel's North American CDMA operations generated roughly
$2.0 billion in 2008, with robust profitability from a good
product mix, which includes a significant amount of services.
Going forward, research and development costs are expected to be
relatively low in CDMA compared with other technologies.

Ericsson's North American business generated SEK17.9 billion --
$2.7 billion -- of sales in 2008, mainly from GSM and WCDMA
equipment and associated services.  When coupled with the recently
announced Sprint services agreement, the acquisition makes North
America the largest region within Ericsson and encompasses some
14,000 employees.

The robust financial profile of the acquired operations will
contribute significant top- and bottom-line additions to Ericsson.
The transaction is expected to have a positive effect on
Ericsson's earnings within a year after closing.  Magnus
Mandersson, presently head of Ericsson Northern Europe, is
appointed President of Ericsson CDMA operations, and Richard Lowe,
Nortel, is appointed Chief Operating Officer.

"Our two companies share a long-standing commitment to
technological excellence and innovation, and we look forward to
welcoming the Nortel employees into Ericsson.  We are truly
impressed with their continuing outstanding performance during
these challenging times," said Magnus Mandersson, President of
Ericsson CDMA operations.

"The agreement with Ericsson provides a strong and stable future
for Nortel's CDMA and LTE business.  Customers will enjoy
continued strong support from an industry leader as they look to
evolve to LTE.  Many employees will also have the opportunity to
continue their work with Ericsson, bringing their innovation power
and creativity to the wireless industry for years to come," said
Richard Lowe, President of Carrier Networks at Nortel.

Consummation of the transaction is subject to approval by the
United States and Canadian Bankruptcy Courts and the satisfaction
of regulatory and other conditions.

SEB Enskilda is acting as Ericsson's sole financial advisor in the
transaction.

Ericsson -- http://www.ericsson.com/-- is the world's leading
provider of technology and services to telecom operators.
Ericsson is the leader in 2G, 3G and 4G mobile technologies, and
provides support for networks with over 1 billion subscribers and
has a leading position in managed services.  The Company's
portfolio comprises of mobile and fixed network infrastructure,
telecom services, software, broadband and multimedia solutions for
operators, enterprises and the media industry.  The Sony Ericsson
and ST-Ericsson joint ventures provide consumers with feature-rich
personal mobile devices.

                      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 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 was appointed as
monitor and foreign representative of the Canadian Nortel Group.
The Monitor sought recognition of the CCAA Proceedings in the
Bankruptcy Court under Chapter 15 of the Bankruptcy Code (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.

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.

Nortel Networks UK Limited and certain subsidiaries of the Nortel
group incorporated in the EMEA region also 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.  Representatives of Ernst & Young LLP were appointed as
administrators of each of the EMEA Companies.

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)


NOVA HOLDING: Deadline to Sell Seneca Plant Set at July 31
----------------------------------------------------------
On July 17, 2009, Nova Holding Clinton County, LLC, et. al., and
WestLB AG (New York Branch) entered into a third stipulation
extending certain milestones set forth the U.S. Bankruptcy Court
for the District of Delaware's Final DIP Order dated June 24,
2009, as follows:

  * July 31, 2009   -- Debtors will have: (i) entered into an
                       agreement with the highest or best offer to
                       acquire the Seneca Plant and the other DIP
                       collateral, (ii) filed a motion to sell,
                       lease, license or otherwise dispose of the
                       the DIP collateral, to the bidders selected
                       through the bid procedures and approved by
                       the Court, and (iii) filed a motion to
                       approve the bid procedures.

  * August 19, 2009 -- Debtors will have received an order from
                       the Court: (a) approving the bid procedures
                       and (b) establishing an auction of the
                       Seneca Plant and the other DIP collateral,
                       which will be conducted no later than
                       September 10, 2009.

As stipulated on July 9, 2009, the Debtors' authority to use the
proceeds of the DIP Facility will terminate on the earliest of:
(i) either: (x) Oct. 2, 2009, if the Sale Order as defined in the
Interim Cash Collateral Order is entered by September 14, 2009, or
(y) September 14, 2009, if the Sale Order is not entered by that
date; (ii) the date of acceleration of any outstanding portion of
the DIP Facility; (iii) the first business day on which the Final
DIP Order expires by its terms or is terminated; (iv) conversion
of any of the Borrower's or Guarantor's Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code unless otherwise consented
to in writing by the DIP Agent and the DIP Lender; (v) dismissal
of any Borrower's or Guarantor's Chapter 11 case unless otherwise
consented to in writing by the DIP Agent and the DIP Lender; and
(vi) the effective date of any Borrower's or Guarantor's plan of
reorganization.

On June 24, 2009, the Bankruptcy Court granted the Debtors
authorization, on a final basis, to obtain senior secured
postpetition financing in the maximum aggregate amount of
$2,030,000 from WestLB.  WestLB has liens on the Debtors' most
valuable asset, its bio-diesel refinery in Seneca, Illinois and
related assets and cash.

A full-text copy of the DIP Credit Agreement is available for free
at http://bankrupt.com/misc/nova.dipcreditagreement.pdf

A full-text copy of the DIP Final Order dated June 24, 2009, is
available for free at:

     http://bankrupt.com/misc/novaholding.finaldiporder.pdf

As reported in the Troubled Company Reporter on June 19, 2009, as
of the Petition Date, the Debtors' obligations consist of:

  -- $55,000,000 of principal owing under the Parent
     Convertible Notes issued by Nova Biosource Fuels.

  -- $41,000,000 owed to WestLB consisting of a $36,000,000
     construction loan to finance the construction of the
     Seneca Plant, and a $5,000,000 working capital loan for
     the payment of certain of the Seneca Plant Project Costs.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


NOVA HOLDING: Wants Filing Period Extended to November 30
---------------------------------------------------------
Nova Holding Clinton County, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to file a plan until November 30, 2009, and their exclusive
period to solicit acceptances thereof until January 29, 2010.

The Debtors tell the Court that they have made substantial
progress in the short period since the commencement of their cases
and have not yet completed the process for the sale of their
assets.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


NRG ENERGY: Moody's Confirms 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service confirmed the ratings of NRG Energy,
Inc., including the company's Corporate Family Rating and
Probability of Default Rating at Ba3, and its senior unsecured
debt rating at B1 following the July 21st announcement that Exelon
Corporation had terminated its plans to acquire NRG.  Moody's also
affirmed NRG's speculative grade liquidity rating at SGL-1 and
upgraded the company's senior secured revolver and term loan to
Baa3 from Ba1.  This rating action concludes the review for
possible upgrade that had commenced on November 12, 2008.  NRG's
rating outlook is stable.

The rating confirmation reflects the company's ability to produce
relatively consistent credit metrics through an active hedging
program that also enables the company to finance all of its
capital requirements from internal sources.  At year-end 2008,
Moody's calculates the ratio of cash flow (CFO pre-W/C) to
adjusted debt at 17%, its cash flow coverage of interest expense
at 3.25x, and free cash flow to adjusted debt at 7.3%.  These
financial metrics, which incorporate all of Moody's standard
adjustments, strongly position the company in the Ba rating
category as compared to other unregulated wholesale power
companies.  Moody's believes that the company's cash flows are not
likely to materially weaken during 2009 and 2010 as a result of
any recession related decline in electric demand given the level
of hedges in place.

Moody's observes that the company's recent financial performance
and near-term prospects may suggest a slightly higher CFR,
particularly when one considers the relatively stable cash flows
generated by the company due in part to its hedging program.
However, the Ba3 CFR incorporates Moody's concerns about the size
of the company's capital investment program relative to NRG's
market capitalization including its plan to participate in the
multi-year construction of two nuclear plants.  Additionally, the
Ba3 CFR incorporates management's history of regularly
implementing shareholder focused strategies.  To that end, Moody's
observe that the company's board has authorized the company to
increase the size of the share repurchase program by $170 million
to $500 million, all of which is expected to be completed by year-
end 2009.

The rating affirmation of NRG's speculative grade liquidity rating
of SGL-1 reflects Moody's expectation that NRG will maintain a
very good liquidity profile over the next 4-quarter period as a
result of its generation of strong internal cash flows,
maintenance of significant cash balances plus continued access to
substantial credit availability, and ample headroom under the
company's covenants.  Total liquidity at March 31, 2009, exceeded
$3.1 billion, including unrestricted cash on hand of nearly
$1.2 billion.  Moody's understand that total liquidity at June 30,
2009 approximated $4 billion.  While the company's recent purchase
of Reliant's retail supply business utilized $487.5 million cash
at closing, including $287.5 million to acquire the business plus
an immediate $200 million for working capital requirements,
Moody's believe NRG's pro-forma's total liquidity is expected to
be around $3.0 billion at year-end given the completion of sale of
NRG's 50% interest in Mibrag, a German-domiciled mining operation,
for $259 million.  Based upon recent guidance provided by company
management, Moody's believes NRG will generate nearly $700 million
of free cash flow during 2009.  Moody's understands that the
company remains comfortably in compliance with the covenants in
its bank facilities and as demonstrated by the expected Mibrag
sale, continues to demonstrate an ability to enhance its liquidity
profile from the sale of non-strategic assets.

The last rating action on NRG occurred on June 2, 2009, when the
ratings were affirmed and a B1 senior unsecured debt rating was
assigned to $700 million of new notes.

NRG's ratings were assigned by evaluating factors believed to be
relevant to its credit profile, such as i) the business risk and
competitive position of NRG versus others within its industry or
sector, ii) the capital structure and financial risk of NRG,
iii) the projected performance of NRG over the near to
intermediate term, and iv) NRG's history of achieving consistent
operating performance and meeting financial plan goals.  These
attributes were compared against other issuers both within and
outside of NRG's core peer group and NRG's ratings are believed to
be comparable to ratings assigned to other issuers of similar
credit risk.

The ratings for NRG's individual securities were determined using
Moody's Loss Given Default methodology.  Based upon NRG's Ba3 CFR
and PDR, the LGD methodology suggests a Baa3 rating for NRG's
senior secured term loan and secured revolver.  The upgrade to
Baa3 from Ba1 largely incorporates the increasingly amount of
unsecured debt in the capital structure, a corresponding decline
in secured debt (about $700 million over three years) and the
degree of cushion that the capital structure provides to secured
creditors.

Upgrades:

Issuer: NRG Energy, Inc.

  -- Multiple Seniority Shelf, Upgraded to (P)Baa3 from (P)Ba1

  -- Senior Secured Bank Credit Facility, Upgraded to a range of
     Baa3, LGD2, 14% from a range of Ba1, LGD2, 16%

Outlook Actions:

Issuer: NRG Energy, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: NRG Energy, Inc.

  -- Probability of Default Rating, Confirmed at Ba3
  -- Corporate Family Rating, Confirmed at Ba3
  -- Multiple Seniority Shelf, Confirmed at (P)B2
  -- Preferred Stock Preferred Stock, Confirmed at B2
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at B1

Headquartered in Princeton, NRG owns approximately 24,000
megawatts of generating facilities, primarily in Texas and the
northeast, south central and western regions of the US.  NRG also
owns generating facilities in Australia and Germany.


NTELOS INC: Moody's Rates $670 Mil. Senior Facilities at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service rated NTELOS Inc.'s new $670 million
senior secured credit facilities Ba3.  Proceeds of the new credit
facility comprised of a $635 million first lien term loan (fully
drawn at closing) and a $35 million revolving credit facility (un-
drawn at closing) will be used to refinance and extend the
maturity of its outstanding $603 million first lien term loan and
for general corporate purposes.  Since the transaction is
essentially neutral to NTELOS's overall debt level, the existing
Ba3 corporate family rating and probability of default rating were
affirmed.  With the new debt issue effectively addressing
refinancing risk, and with expectations for continued solid
execution and lower levels of capital deployment that should
improve free cash generation and debt repayment capacity, the
outlook for all ratings is revised to positive from stable.

NTELOS continues to exhibit robust operational performance which
has translated into key credit protection measures that are now
strong for its rating category.  NTELOS's revenues grew about 7.0%
during the LTM period ended 31 March 2009 as the wireline segment
continued to outperform the overall industry and wireless
operations display strong performance driven by data-led revenue
growth.  Over the rating horizon, Moody's expects revenues and
earnings to benefit from prior network investment, additional
expenditures in operating support systems and continued solid
execution.  However, with management deploying most of its
operational cash flow to growth-related capital expenditures and
returning capital to shareholders via dividends, NTELOS's Free
Cash Flow/ Debt metric is likely to remain weak although leverage
metrics, at least over the near to intermediate-term, should
benefit from earnings growth.  Longer-term concerns include the
business risk inherent in NTELOS's positioning as a small,
regional operator competing with much larger and better-
capitalized national wireless operators in the midst of weak
current general economic conditions and rapidly slowing wireless
market growth.

Outlook Actions:

Issuer: NTELOS Inc.

  -- Outlook, Changed To Positive From Stable

Moody's most recent rating action related to NTELOS was taken on
31 March 2009 at which time Moody's affirmed the company's ratings
and stable outlook.

Based in Waynesboro, Virginia, NTELOS is a regional communications
provider in Virginia and West Virginia.


NV BROADCASTING: Wants Locke Lord as Lead Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NV Broadcasting LLC and its debtor-affiliates to employ Locke Lord
Bissell & Liddell LLP as counsel.

LLBL will, among other things:

   -- advise the NV Debtors with respect to their powers and
      duties as debtors-in-possession in the continued management
      and operation of their business and operation of their
      business and properties;

   -- advise and consult on the conduct of the NV Debtors'
      bankruptcy cases, including all of the legal and
      administrative requirements of operating in Chapter 11; and

   -- attend meeting and negotiate with representatives of
      creditors, NV Debtors' employees and other parties-in-
      interest.

David W. Wirt, a partner of the firm of LLBL, tells the Court that
LLBL received a $500,000 evergreen retainer.  Prior to NV
Broadcasting's petition date, LLBL received $2,244,304 in
contemplation of the services rendered prepetition.  As of
July 13, 2009, after application of all prepetition fees, charges,
and disbursements incurred, the balance of the retainer was
$26,117.

The hourly rates of LLBL's personnel are:

     Partners                                 $425 - $805
     Associates                               $240 - $425
     Paralegals and Research Assistants       $150 - $230

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

Mr. Wirt can be reached at:

     Locke Lord Bissell & Liddell LLP
     111 South Wacker Drive
     Chicago, Ilinois 60606

                    About New Vision Television

New Vision Television -- http://newvisiontv.com/-- owns and
operates 14 major network-affiliated television stations across
the United States.   It has corporate offices in Atlanta and Los
Angeles.

NV Broadcasting LLC, doing business as New Vision Television, and
its affiliates, NV Media LLC and NV Television LLC, filed for
Chapter 11 on July 13, 2009 (Bankr. D. Del. Case No. 09-12473).
NV Broadcasting listed $10 million to $50 million in assets and
$100 million to $500 million in liabilities in its petition.

Attorneys at Locke Lord Bissell & Liddell LLP serve as general
bankruptcy counsel.  The PBC Debtors selected Womble Carlyle
Sandridge & Rice, PLLC, as their counsel.  Moelis & Company LLC
serves a financial advisor.  The claims agent is BMC Group Inc.


OXNARD GSRS: Proposes Griffith & Thornburgh as Bankruptcy Counsel
-----------------------------------------------------------------
Oxnard GSRS Holdings LLC asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ Griffith &
Thornburgh, LLP, as counsel.

G&T will represent the Debtor in the Chapter 11 case.

Joseph M. Sholder, a partner at G&T, tells the Court that G&T
received a $65,000 retainer.

The hourly rates of G&T personnel are:

     Partners                      $395
     Associates                    $250
     Legal Assistants               $95

Mr. Sholder assures the Court that G&T is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Sholder can be reached at:

     Griffith & Thornburgh, LLP
     8 E. Figuerora St., 3rd Floor
     Santa Barbara, CA 93101
     Tel: (805) 965-5131
     Fax: (805) 965-6751

                   About Oxnard GSRS Holdings

Oxnard, California-based Oxnard GSRS Holdings LLC filed for
Chapter 11 on July 6, 2009 (Bankr. C. D. Calif. Case No. 09-
12665).  Joseph M. Sholder, Esq., at Griffith & Thornburgh, LLP,
represents the Debtor in its restructuring efforts.  The Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


P & R GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: P & R Group, Inc.
           dba Standard Studios
        4201 West Victoria
        Chicago, IL 60646

Bankruptcy Case No.: 09-26571

Chapter 11 Petition Date: July 23, 2009

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

Judge: Jack B. Schmetterer

Debtor's Counsel: David K. Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  Email: dwelch@craneheyman.com

Total Assets: $1,490,752

Total Debts: $3,923,492

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

            http://bankrupt.com/misc/ilnb09-26571.pdf

The petition was signed by Norma Sigele, president of the Company.


PHOENIX KINGDOM: Section 341(a) Meeting Scheduled for August 6
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Phoenix Kingdom II, LLC's Chapter 11 case on August 6, 2009, at
9:00 a.m.  The meeting will be held at 411 W. Fourth St., Room
1-159, Santa Ana, California.

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

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

Lodi, California-based Phoenix Kingdom II, LLC, owns five in
Phoenix, Glendale and Scottsdale, Arizona, with a total of 2,419
apartment units.

The Company filed for Chapter 11 on July 6, 2009, (Bankr. C.D.
Calif. Case No. 09-16563).  Evan D. Smiley, Esq., at Weiland,
Golden, Smiley et. al., represents the Debtor in its restructuring
efforts.  The Debtor said that its assets and debts both ranging
from $100,000,001 to $500,000,000.


PILGRIM'S PRIDE: To Idle 2 Plants in Alabama and Georgia
--------------------------------------------------------
Pilgrim's Pride Corporation plans to idle its chicken processing
plant in Athens, Ala., and one of its two plants in Athens, Ga.,
within 60-75 days as part of its continuing effort to improve
capacity utilization and reduce costs.

Production from the Athens, Ala., plant will be consolidated into
two other Pilgrim's Pride complexes, bringing those facilities to
full capacity.  The hatchery in Moulton, Ala., the feed mill in
Falkville, Ala., and other live production operations associated
with the Athens plant will continue to operate.

Approximately 640 employees who work at the Athens, Ala.,
processing plant will be affected by the plant idling.  Pilgrim's
Pride expects to be able to offer positions at other facilities to
many of these employees.  The Company will provide transition
programs to employees who are not retained to assist them in
securing new employment, filing for unemployment and obtaining
other applicable benefits.

Production from the company's Athens, Ga., plant on Oneta St. will
be consolidated at the neighboring Barber St. plant as well as at
several other company complexes in north Georgia, bringing those
facilities to full capacity.  The live production operations,
including hatcheries and feed mills, will continue to operate.
Pilgrim's Pride expects to be able to offer positions to most of
the approximately 330 employees at the Oneta St. location by the
time the plant is idled.  The Company will provide transition
programs to any employees who are not retained after the
consolidation.

The company does not expect any significant reduction in the
number of Pilgrim's Pride contract growers in either Athens, Ala.,
or Athens, Ga., as a direct result of idling these plants.  Most
growers will be transitioned to supplying other complexes.

Since production from these two plants will be consolidated into
other complexes, the idling of these two facilities will not
result in any decrease in the company's overall production or in
any change in product mix.  There will be no disruption in the
supply of product to Pilgrim's Pride's customers.  The Company
said it would consider restarting the two plants in the future
should market conditions justify it.

"As we work to restructure Pilgrim's Pride as a market-driven
company, we must continue to look for ways to reduce our costs and
operate more efficiently," said Don Jackson, president and chief
executive officer.  "A key component of that effort is improving
our capacity utilization through plant consolidation and other
operational changes.  While the decision to idle a plant and
eliminate jobs is always painful -- and we regret that it is
necessary -- it is absolutely critical to the future of Pilgrim's
Pride that we make better use of our assets.  We are taking these
actions now to protect the jobs of our 41,000 employees and 4,500
growers so that we can emerge from Chapter 11 as a stronger, more
efficient company."

                       About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PLASTIPAK HOLDINGS: S&P Gives Positive Outlook; Keeps 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlooks on its ratings on Plastipak Holdings Inc. and its wholly
owned subsidiary Plastipak Packaging Inc. to positive from stable
and affirmed all ratings, including its 'BB-' corporate credit
ratings on both companies.

At the same time, S&P assigned a 'B' issue rating and a '6'
recovery rating to Plastipak Holdings' proposed $150 million
senior unsecured notes due 2019, indicating negligible recovery
(0%-10%) in the event of a payment default.  S&P's ratings are
based on preliminary terms and conditions.  Proceeds from the
proposed notes will be used to pay down borrowings under the
company's $350 million revolving credit facility.  As of May 2,
2009, the company had $738 million in adjusted debt (including the
present value of operating leases).

"The outlook revision on Plastipak to positive reflects S&P's
expectation for improved earnings, liquidity, and credit metrics
in 2009 and beyond," said Standard & Poor's credit analyst Paul
Kurias.

S&P expects that year-on-year increases in sales volumes
demonstrated in the first half of 2009 in the key beverages
segment will be sustained, will offset volume losses in smaller
segments such as cleaning, and will contribute to modest EBITDA
growth in 2009 from about $172 million in 2008 (adjusted to
exclude one-time benefits).  EBITDA for 2009 has benefitted from a
combination of favorable resin price movements in the second
quarter, volume increases, and restructuring measures adopted by
management.  New contracts and market share gains in key segments
have supported the higher volumes.  Plastipak's technological
strengths and its financial stability in a recessionary
environment have attracted new business and bolstered its market
position.

According to S&P, the company is in a position to benefit further
from an improvement in demand when the economy recovers.


POLYMER VISION: Files for Ch 11 Bankruptcy; Shuts Down Offices
--------------------------------------------------------------
Desire Athow at ITProPortal.com reports that Polymer Vision has
filed for Chapter 11 bankruptcy protection.

According to ITProPortal.com, Polymer Vision has shut down its
offices at the Millbrook Technology Campus near Southampton.

ITProPortal.com relates that Polymer Vision was set to come up
with the world's first commercially available flexible screen
until its Dutch parent company struggled due to recession.

Polymer Vision CEO Karl McGoldrick said in April that the supply
chain for portable media device-cum-e-reader Readius had been put
in place, but the product launch had been delayed since 2008 due
to financial constraints, ITProPortal.com states.  Polymer Vision
won't abandon Readius, the report says, citing Mr. McGoldrick.

CNet quoted Mr. McGoldrick as saying, "We're working hard to find
new investors to take over and re-start and get our technology and
product into the market, where it should be."

Polymer Vision is a Millbrook-based company that pioneered
innovative screens that can roll-up like a paper.  It is
prominently known for its e-paper display Readius.


PRO-HEALTH LLC: U.S. Trustee Appoints 3-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 16 appointed three members to the
official committee of unsecured creditors in Pro-Health LLC's
Chapter 11 case.

The panel consists of:

1. Brian K. Cornelison
   Idaho Package Company
   P.O. Box 51092
   Idaho Falls, ID 83405
   Tel: 208-529-5438
   Fax: 208-523-5922

2. Erik Tribelhorn
   Quality Systems, Inc.
   P.O. Box 420
   Yuma, CO 80759
   Tel: 970-848-3846
   Fax: 970-848-5115

3. Joel Overton
   CB Luna Industrial No. 3, Ltd.
   4100 International Parkway, Suite 1100
   Carrollton, TX 75007
   Tel: 972-820-2209
   Fax: 972-820-2202

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.

Carrollton, Texas-based Pro-Health LLC operates a retail health
food business.

The Company filed for Chapter 11 on July 9, 2009 (Bankr. N. D.
Tex. Case No. 09-34484).  Vincent P. Slusher, Esq., at DLA Piper
LLP(US) represents the Debtor in its restructuring effort.  The
Debtors said that its assets and debts both range from $10 million
to $50 million.


PRO-HEALTH LLC: U.S. Trustee Sets Meeting of Creditors for Aug. 11
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Pro-Health LLC's Chapter 11 case on Aug. 11, 2009, at 1:00 a.m.
The meeting will be held at the Office of the U.S. Trustee, 1100
Commerce St., Room 976, Dallas, Texas.

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

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

Carrollton, Texas-based Pro-Health LLC operates a retail health
food business.  The Company filed for Chapter 11 on July 9, 2009
(Bankr. N.D. Tex. Case No. 09-34484).  Vincent P. Slusher, Esq.,
at DLA Piper LLP(US), represents the Debtor in its restructuring
effort.  The Debtor said that its assets and debts both range from
$10 million to $50 million.


QUEST RESOURCE: Nasdaq Grants Continued Listing Request
-------------------------------------------------------
Quest Resource Corporation reports that on July 15, 2009, it
received a letter from The NASDAQ Stock Market, Inc., advising
that the NASDAQ Listing Qualifications Hearings Panel has granted
the Company's request for continued listing on NASDAQ.

The terms of the Panel's decision include a condition that the
Company file its quarterly reports on Form 10-Q for the quarters
ended September 30, 2008, and March 31, 2009, by August 15, 2009.
The Company must provide NASDAQ with prompt notification of any
significant events that occur during this time.  The Panel
reserved the right to reconsider the terms of the exception based
on any event, condition, or circumstance that exists or develops
that would, in the opinion of the Panel, make continued listing of
the Company's securities on NASDAQ inadvisable or unwarranted.
The Panel also advised the Company that continued listing on
NASDAQ is subject to the Company being able to demonstrate
compliance with all requirements for continued listing on NASDAQ.

The Company is working diligently to complete the preparation of
the 2008 Third Quarter Form 10-Q and the 2009 First Quarter Form
10-Q and expects to file both quarterly reports no later than
August 15, 2009.  In the event the Company is unable to do so, its
common stock may be delisted from NASDAQ.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


RATHGIBSON INC: Proposes Young Conaway as Bankruptcy Co-Counsel
---------------------------------------------------------------
RathGibson Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for District of Delaware for authority to employ Young
Conaway Stargatt & Taylor, LLP, as bankruptcy co-counsel.

Young Conaway will, among other things:

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

   -- pursuit of the confirmation of the Chapter 11 plan of
      reorganization and approval of the corresponding procedures
      and disclosure statement; and

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

Young Conaway discussed division of responsibilities with Willkie
Farr & Gallagher LLP, the proposed co-counsel.

Robert S. Brady, a partner at Young Conaway, tells the Court that
the firm received a $75,000 retainer in connection with the
services rendered prepetition.  In addition, Young Conaway
received payments of $12,717 and $21,549 for services and expenses
incurred from April 27 to July 8.

The hourly rates of Young Conaway's personnel are:

     Mr. Brady                                 $610
     Matthew B. Linn, associate                $375
     Patrick A. Jackson, associate             $295
     Michael S. Neiburg, associate             $260
     Tracy Amoroso, paralegal                  $135

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

Mr. Brady can be reached at:

     Young, Conaway, Stargatt & Taylor
     The Brandywine Bldg.
     1000 West Street, 17th Floor
     P.O. Box 391
     Wilmington, DE 19899-0391
     Tel: (302) 571-6600
     Fax: (302) 571-1253

                          About RathGibson

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at and Willkie Farr & Gallagher LLP serve as co-counsel.
Jefferies & Company Inc. and Mesirow Financial Consulting LLC have
been hired as financial advisors.  Kelley Drye & Warren LLP serves
as special corporate counsel.  The petition says that Rathgibson
has assets and debts of $100 million to $500 million.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


RATHGIBSON INC: U.S. Trustee Appoints 3-Member Creditors Panel
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appoints three members to the official committee of unsecured
creditors in the Chapter 11 cases of RathGibson Inc. and its
debtor-affiliates.

The Creditors Committee members are:

1. The Bank of New York Mellon
   Attn: John Guiliano
   101 Barclay St., 8 West
   New York, NY 10286
   Tel: (212) 815-5441
   Fax: (732) 667-9239

2. David Pudelsky
   469 South Horizon Way
   Neshanic Station, NJ 08853
   Tel: (908) 369-8154
   Fax: (908) 369-2183

3. ECO Master Fund Ltd
   c/o ECO Management LP
   Attn: Steven Friedman
   320 Park Ave., 9 th Floor
   New York, NY 10022
   Tel: (212) 832-2498
   Fax: (212) 832-5805

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 Attnempt 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 RathGibson

Based in Lincolnshire, Illinois, RathGibson --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  The petition says that Rathgibson has assets and debts
of $100 million to $500 million.

Attorneys at Stroock & Stroock & Lavan LLP and Richards, Layton &
Finger P.A., represent an ad hoc committee of certain holders of
Senior Notes.  Scott Welkis, Esq., at Stroock & Stroock & Lavan
also represents Wilmington Trust FSB, as administrative agent.


RED ROCK PICTURES: May 31 Balance Sheet Upside-Down by $925,818
---------------------------------------------------------------
Red Rock Pictures Holdings Inc.'s balance sheet at May 31, 2009,
showed total assets of $1,474,988 and total liabilities of
$2,400,806, resulting in a stockholders' deficit of $925,818.

For three months ended May 31, 2009, the Company posted a net loss
of $4,274,479 compared with a net income of $85,395 for the same
period in the previous year.

For nine months ended May 31, 2009, the Company posted a net loss
of $5,243,056 compared with a net loss of $1,270,809 for the same
period in the previous year.

As of May 31, 2009, the Company had no cash and a working capital
deficiency of $2.3 million.  A substantial amount of cash will be
required in order to continue operations over the next twelve
months.  Based upon its current cash and working capital
deficiency, the Company will not be able to meet its current
operating expenses and will require additional capital.  The
Company has been in discussion with, and it continues to seek,
private investors in hopes of raising enough capital to
efficiently operate its business.

                       Going Concern Doubt

The Company related that it experienced losses from operations
since inception that raise substantial doubt as to its ability to
continue as a going concern.

The Company adds that its existence is dependent upon management's
ability to develop profitable operations and resolve its liquidity
problems.  Management anticipates the Company will attain
profitable status and improve its liquidity through continued
business development and additional equity investment in the
Company.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?3fcc

                      About Red Rock Pictures

(Public, OTC:RRPH) Red Rock Pictures Holdings Inc. is a
development-stage company engaged in the business of developing,
financing, producing and licensing feature-length motion pictures
and infomercials and providing consultancy services for the online
marketing of various products.  The Company's primary business
model centers around the control of entertainment properties that
it may develop, acquire, produce and/or finance.  On June 6, 2008,
the Company acquired Studio Store Direct, Inc. (SSD).  Further,
SSD became a wholly owned subsidiary of the Company. With the
addition of SSD, Red Rock Pictures Holdings Inc. also operates as
a traditional infomercial production and distribution company.
SSD has developed a process for embedding direct response programs
directly onto motion picture digital versatile disc (DVDs). In
April 2009, the Company completed the acquisition of the assets of
ComedyNet.TV, Inc.


RITZ CAMERA: Court Okays Sale to CEO & Investors
------------------------------------------------
Ritz Camera said the bankruptcy court has approved CEO David
Ritz's purchase of the assets of Ritz Camera Centers from the
bankruptcy estate.

Going forward, the new company, to be called Ritz Camera & Image,
will continue to operate stores in dozens of markets nationwide
under the trusted retail brands Ritz Camera & Image, Wolf Camera &
Image, Kits Camera & Image, and Inkley's Camera & Image.  Ritz
Camera has been a leader in the camera, imaging and photo business
for more than 75 years.

Commenting on the news, Mr. Ritz said, "Today is an important
milestone in the history of our business.  Generations of American
families trust our brands as the providers of the best specialty
photo products and expert service.  Now on firm financial footing,
we can devote all of our energy to capitalizing on this rich
heritage and serving our customers nationwide.  I am excited about
the opportunities ahead for Ritz Camera & Image as we move
forward."

Mr. Ritz continued, "Our associates are our most important asset
and their commitment during this time has been extraordinary.  I
am deeply thankful to them for their hard work and dedication.
Together, we will work diligently to grow our leadership position
in the specialty photo and imaging retail industry."

As reported by the Troubled Company Reporter on July 23, 2009,
Mr. Ritz collaborated with a group of investors to prevail in a
23-1/2-hour auction in New York with the top bid of $33.1 million,
outbidding three liquidators who probably would have sold off the
Company's assets, V. Dion Haynes at Washington Post said, citing
Jay Indyke, a partner at Cooley Godward Kronish, which represented
the creditors' committee.

Mr. Indyke said Mr. Ritz's team included representatives of Ritz
Camera's online business, Ritz Interactive, which was not in
bankruptcy protection, Washington Post states.  According to the
report, Mr. Indyke said the team placed a bid against a Hilco
Trading-Gordon Brothers Group tie-up and Great American Group,
both of which specialize in liquidating failed retailers.

Citing Millman Search Group President Mark Millman, Washington
Post says that each of the 375 stores could be worth several
hundred thousand dollars, and "David Ritz and his partners
absolutely got a buy of a lifetime, getting the stores and all the
equipment for as little as $90,000 per store."

According to Washington Post, Mr. Indyke said that between 163 and
375 stores will continue operating as a going concern if Mr.
Ritz's bid secures Court approval.

Washington Post said Mr. Ritz's group plans to create a separate
new photo chain out of the old company, similar to the
restructurings involving Chrysler LLC and General Motors Corp.
Washington Post, citing Mr. Indyke, said the new company would be
placed under a payment plan allowing it to take care of a portion
of the remaining debt from the old company over time.  Mr. Indyke
said the creditors committee approved Mr. Ritz's business plan for
the new company, according to the report.

Ritz Camera officials "need additional marketing and advertising
to bring customers back to the store.  They need to renegotiate
leases with all landlords . . . and bring in high-energy
professionals to run the business," Washington Post quoted Mr.
Millman as saying.

According to Bill Rochelle, the winning group, through entity RCI
Acquisition LLC, has committed to operate at least 163 of Ritz's
375 stores and has offered $16.25 million in cash and a $7.8
million secured note with $3 million due for payment on Oct. 30.
The backup bidder, Hilco Merchant Resources LLC, offered
$27.4 million cash.

Canon USA Inc. opposed to Ritz Camera's asset sale to RCI
Acquisition, saying it amounts to a disguised transfer of
potentially hundreds of millions of dollars in assets to an entity
controlled by Ritz's former CEO, according to Law360.  Canon is
saying that the proposed sale, if approved, would be made without
meaningful disclosure to Ritz's creditors, the report says.

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A., is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of
$172.1 million.


ROCKWELL DIAMONDS: Posts $4.1MM Net Loss in Quarter Ended May 31
----------------------------------------------------------------
Rockwell Diamonds Inc. disclosed in a filing with the Securities
and Exchange Commission its financial results for three months
ended May 31, 2009.

At May 31, 2009, the Company's balance sheet showed total assets
of C$108,305,159, total liabilities of C$36,396,108 and
shareholders' equity of C$71,909,051.

For the three months ended May 31, 2009, the Company had a loss of
C$4,100,000 compared to a net loss of C$800,000 for the three
months ending May 31, 2008.  The loss was due to the continued
collapse in the diamond market that commenced in the fourth
quarter of fiscal 2009, along with the ongoing worldwide credit
crisis which caused a total collapse in the demand and prices of
diamonds.  Operations at the Wouterspan Mine are still in care and
maintenance in order to preserve the Company's cash reserves.

At May 31, 2009, the Company had cash and equivalents of
C$2,200,000 and an overdraft balance of C$3,700,000, for a net
overdraft balance of C$1,500,000.  The Company also had a working
capital deficit of C$6,600,000, as compared to cash and
equivalents of C$4,000,000 and working capital of C$600,000 at
Feb. 28, 2009. The Company had no long-term debt at Feb. 28, 2009,
other than asset retirement obligations relating to its Klipdam,
Holpan, Wouterspan mines and Saxendrift operations, and capital
lease obligations relating to mining equipment with three to four
year lease agreements.

The Company related that the risk that cash and working capital
will not be sufficient to fund the continuing losses indicates
that a material uncertainty exists which may cast substantial
doubt on the ability of the Company to continue as a going
concern.  The directors believe that the Company will continue as
a going concern for the next quarter as well as the fiscal year
ending on Feb. 28, 2010.

The directors have started the process to raise financing by
either a rights offering or a private placement, and have
identified and communicated with current investors and potential
new investors to ensure that the desired investment is raised.

A full-text copy of the consolidated financial statements is
available for free at http://ResearchArchives.com/t/s?3fd2

Rockwell Diamonds Inc. (TSE:RDI) is engaged in the business of
alluvial diamond production and acquisition and exploration of
natural resource properties.  The Company's principal mineral
property interests are located in South Africa.


RODNEY CHAPPLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Rodney V. Chapple
               Veronica de Saram
               POB 22828
               Seattle, WA 98122

Bankruptcy Case No.: 09-17268

Chapter 11 Petition Date: July 22, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: Christopher F. Dale, Esq.
                  Resolve Legal PLLC
                  720 Olive Way Ste 1000
                  Seattle, WA 98101
                  Tel: (206) 624-0123
                  Email: chris@resolvelegal.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/wawb09-17268.pdf

The petition was signed by the Joint Debtors.


RONSON CORP: Forbearance May Be Moved to Aug. 15 on 2 Conditions
----------------------------------------------------------------
Ronson Corporation and its wholly owned subsidiaries, Ronson
Aviation, Inc., Ronson Consumer Products Corporation and Ronson
Corporation of Canada Ltd., on July 17, 2009, further extended its
previously reported forbearance agreement with their principal
lender, Wells Fargo Bank, National Association, under which Wells
Fargo has agreed not to assert existing events of default under
the Borrowers' credit facilities with Wells Fargo through July 31,
2009, or such earlier date determined under the Forbearance
Agreement.

The forbearance period may terminate earlier if, among other
events, the Borrowers breach the Forbearance Agreement, additional
events of default occur under the credit facilities with Wells
Fargo or the Borrowers fail actively to pursue alternative
financing or divestiture of the Company's aviation division.

Wells Fargo has also agreed with the Borrowers to extend the
forbearance period to August 15, 2009, and to increase the
overadvance facility to $1,000,000, if one of two conditions is
satisfied:

     -- The forbearance period will be extended, and the
        overadvance facility increased, automatically, if the
        purchaser's financing contingency under the Company's
        previously announced agreement to divest its aviation
        division is satisfied prior to July 31, 2009.

     -- The forbearance period will be extended, and the
        overadvance facility increased, automatically, if, prior
        to July 31, 2009, the Company has procured a firm letter
        of intent for the divestiture of its consumer products
        division under terms that would permit the Company to
        discharge its indebtedness to Wells Fargo.

Although the Company is actively seeking to consummate the sale of
its aviation division and to identify opportunities to maximize
the value of its consumer products division, there can be no
assurance that the conditions to extend the moratorium further
will be met.

As reported by the Troubled Company Reporter, the Company on
July 22, 2009, said it has executed a non-binding letter of intent
to sell substantially all of the assets of its wholly-owned
subsidiaries, Ronson Consumer Products and Ronson Corporation of
Canada 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 were not announced 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.

A full-text copy of the Sixth Amendment to Forbearance Agreement
is available at no charge at http://ResearchArchives.com/t/s?3ffb

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.


SCREENMASTERS LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Screenmasters, LLC
        217 River Road
        Uxbridge, MA 01569

Bankruptcy Case No.: 09-42975

Chapter 11 Petition Date: July 23, 2009

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

Judge: Joel B. Rosenthal

Debtor's Counsel: Frederick Watson, Esq.
                  Dunbar Law P. C.
                  10 High Street, Suite 700
                  Boston, MA 02110
                  Tel: (617) 244-3550
                  Email: watson@dunbarlawpc.com

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

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

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

The petition was signed by Paul J. Mullan, manager of the Company.


SECURITY BANK: Six Bank Units Closed; State Bank Buys Assets
------------------------------------------------------------
The six bank subsidiaries of Security Bank Corporation, Macon,
Georgia, were closed July 24 by the Georgia Department of Banking
and Finance, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with State Bank
and Trust Company, Pinehurst, Georgia, to assume all of the
deposits of the six bank subsidiaries of Security Bank
Corporation.

The six banks involved in today's transaction are: Security Bank
of Bibb County, Macon, GA, with $1.2 billion in total assets and
$1 billion in deposits; Security Bank of Houston County, Perry,
GA, with $383 million in assets and $320 million in deposits;
Security Bank of Jones County, Gray, GA, with $453 million in
assets and $387 million in deposits; Security Bank of Gwinnett
County, Suwanee, GA, with $322 million in assets and $292 million
in deposits; Security Bank of North Metro, Woodstock, GA, with
$224 million in assets and $212 million in deposits; and Security
Bank of North Fulton, Alpharetta, GA, with $209 million in assets
and $191 million in deposits.

The six banks had a total of 20 branches, which will reopen during
normal business hours beginning tomorrow as branches of State Bank
and Trust Company. Depositors of the six banks will automatically
become depositors of State Bank and Trust Company. Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers should continue to use their
existing branches until State Bank and Trust Company can fully
integrate the deposit records of the six failed banks.

As of March 31, 2009, the six banks had total assets of
$2.8 billion and total deposits of approximately $2.4 billion.  In
addition to assuming all of the deposits of the failed bank, State
Bank and Trust Company will acquire $2.4 billion in assets.  The
FDIC will retain the remaining assets for later disposition.

The FDIC and State Bank and Trust Company entered into a loss-
share transaction on approximately $1.7 billion of the six banks'
assets. State Bank and Trust Company will share in the losses on
the asset pools covered under the loss-share agreement. The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector. The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can contact the
FDIC:

  -- Security Bank of Bibb County
     1-800-822-0412
     http://www.fdic.gov/bank/individual/failed/sb-bibb.html

  -- Security Bank of Houston County
     1-800-822-7182
     http://www.fdic.gov/bank/individual/failed/sb-houston.html

  -- Security Bank of Jones County
     1-800-822-9247
     http://www.fdic.gov/bank/individual/failed/sb-jones.html

  -- Security Bank of Gwinnett County
     1-800-822-1918
     http://www.fdic.gov/bank/individual/failed/sb-gwinnett.html

  -- Security Bank of North Metro
     1-800-823-4939
     http://www.fdic.gov/bank/individual/failed/sb-metro.html

  -- Security Bank of North Fulton
     1-800-823-3215
     http://www.fdic.gov/bank/individual/failed/sb-fulton.html

The phone numbers will be operational this evening until 9:00
p.m., Eastern Daylight Time (EDT); on Saturday from 9:00 a.m. to
6:00 p.m., EDT; on Sunday from noon to 6:00 p.m., EDT; and
thereafter from 8:00 a.m. to 8:00 p.m., EDT.

To assume all of the deposits and purchase assets from the FDIC as
receiver, State Bank and Trust Company received a $300 million
capital infusion from a group of 26 investors, led by Joseph
Evans.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $807 million.  State Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  The failure of the
six banks brings the nation's total number this year to 64, and
the total for Georgia to 16.  The last FDIC-insured institution to
be closed in the state was First Piedmont Bank, Winder, on
July 17, 2009.


STEAKHOUSE PARTNERS: Can Sell Liquor License at Former Restaurants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has granted Paragon Steakhouse Restaurants, Inc., permission to
sell its liquor licenses at its former restaurants operated in
Ventura, Sacramento, Lafayette and Thousand Oaks, California.

Paragon Steakhouse Restaurants is authorized to sell the
Sacramentro, Lafayette and Thousand Oaks liquor licenses to
Cirgady, Inc. or its nominee, and the Ventura liquor license to
LDCVI, LLC.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operate solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., and Julia W. Brand, Esq., at Liner Yankelevitz
Sunshine & Regenstreif LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed consolidated assets of $16,395,000
and consolidated debts of $26,010,000.


SENSIVIDA MEDICAL: May 31 Balance Sheet Upside-Down by $1 Million
-----------------------------------------------------------------
SensiVida Medical Technologies Inc. disclosed in its Form 10-Q
filing with the Securities and Exchange Commission that its
failure to have revenues, the significant losses from operations,
an accumulated deficit and a highly leveraged position raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company expects to incur substantial expenditures to further
the development and commercialization of its products.  To achieve
this, the management will seek to enter into an agreement with a
consulting firm to be an advisor and explore options for the
Company to commercialize its technology, will seek additional
financing through private placements or other financing
alternatives, and might also seek to sell the Company or its
technology.  There can be no assurance that continued financings
will be available to the Company or that, if available, the
amounts will be sufficient or that the terms will be acceptable to
the Company.

At May 31, 2009, the Company's balance sheet showed total asset of
$2,929,367 and total liabilities of $3,971,683, resulting in a
stockholders' deficit of $1,042,316.

For three months ended May 31, 2009, the Company reported a net
income of $720,728, compared with a net loss of $578,656 for the
same period in the previous year.

The Company had a deficiency in working capital as of May 31,
2009, of approximately $3,939,000 compared to a deficiency of
approximately $5,691,000 at Feb. 28, 2009, representing a decrease
in the deficiency of approximately $1,752,000 for the current
three month period ended May 31, 2009.  The current deficiency in
working capital is represented by accruals for professional fees,
consulting, salaries and wages and convertible debt.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?3fd0

SensiVida Medical Technologies Inc. (OTC:SVMT) fka Mediscience
Technology Corp. is a bio-medical diagnostic device company.  The
Company is engaged in the design and development of medical
diagnostic instruments that detect cancer in vivo in humans by
using light to excite the molecules contained in tissue and
measuring the differences in the resulting natural fluorescence
between cancerous and normal tissue.  Its optical Micro-systems
based technology automates bio-sensing and data acquisition while
minimizing patient discomfort.  The Company's platform technology
addresses a number of disease state diagnostics, including allergy
testing, pain-free automated glucose monitoring without bio-
fouling, blood coagulation testing, Tuberculosis testing and
cholesterol monitoring.


SENSUS METERING: Moody's Assigns 'Ba2' Rating on New Facilities
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Sensus
Metering Systems Inc. and Sensus Metering Systems (Luxco 2)
S.a.r.l. to stable from negative on the refinancing of the
companies bank facilities.  In conjunction with the outlook
change, Moody's assigned a Ba2 rating to the new senior secured
bank facilities of Sensus and Luxco.  Certain existing ratings of
Sensus were affirmed. The rating actions are summarized:

Ratings affirmed:

Sensus Metering Systems Inc.

  -- Corporate Family rating at B2

  -- Probability of Default rating at B2

  -- Senior Secured rating at Ba2 for its $28 million non-
     extending term loan due Dec 2010 (to LGD 2, 19% from LGD 2,
     17%)

  -- Senior Subordinate rating at B3 (to LGD 5, 74% from LGD 5,
     72%)

Ratings assigned:

Sensus Metering Systems Inc.

  -- Senior Secured rating of Ba2, LGD 2, 19%:

  -- $54 million revolver due Dec 2012

  -- $166 million term loan due June 2013

Sensus Metering Systems (Luxco 2) S.a.r.l.

  -- Senior Secured rating of Ba2 LGD 2, 19%:

  -- $16 million revolver due Dec 2012

Ratings withdrawn

Sensus Metering Systems Inc.

  -- Senior Secured rating of Ba2 for its $40 million revolver due
     Dec 2009

Sensus Metering Systems (Luxco 2) S.a.r.l.

  -- Senior Secured rating of Ba2 for its $30 million revolver due
     Dec 2009

Moody's believes the refinancing of Sensus' bank facilities
adequately relieves the near term liquidity pressures on the
company that had resulted in the change of Sensus' rating outlook
to negative in March 2009.  The new facilities will effectively
extend the maturity date of the company's revolver by three years
to December, 2012 while the majority of its existing term loan
will now mature in June 2013 compared to December 2010 previously.
In addition, Sensus has received additional term loan funding of
$35 million which will modestly improve the company's notional
liquidity, albeit with a minimal increase to gross leverage
metrics.  Finally, several amendments to its covenants will
provide additional flexibility through the next several years.

Sensus' B2 Corporate Family rating reflects Moody's view that
Sensus' results are likely to remain relatively favorable through
the challenging economic environment.  Despite the evidence of
some pressures from municipal budget constraints in recent
quarters, Moody's expects sales of Sensus' water meters to remain
resilient, supported by replacement cycle sales across various
geographies globally.  Moreover, Moody's believes the continued
deployment of its existing advanced metering infrastructure
contracts should enable Sensus to record modest overall growth in
revenues and profitability through at least the next couple of
years.  Prospects for additional AMI contract wins that could
ultimately support ratings improvement appear favorable given
Sensus' early signs of success in this market and industry
momentum towards the deployment of smart meters generally.
Nonetheless, the rating is currently constrained by several of
Sensus' key credit metrics, including leverage of roughly 5x and
EBITA interest coverage of approximately 1.5x.  While Sensus is
expected to generate free cash flow through the near term, Moody's
believes that much of these funds will be consumed by earn-out
payments related to the company's previous purchase of its AMI
technology.  Consequently, the improvement to Sensus' key credit
metrics from levels cited above is expected to be modest through
much of the ratings horizon.

Moody's last rating action on Sensus was March 25, 2009, when the
company's rating outlook was changed to negative to reflect
refinancing risks associated with its bank facilities.

Headquartered in Raleigh, North Carolina, Sensus Metering Systems,
Inc. is a leading provider of metering and related communication
systems to electric, gas and water utilities.


SHILOH INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Shiloh Industries Inc. to 'B' from
'BB-' and removed it from CreditWatch with negative implications,
where it had been placed on April 30, 2009.  The outlook is
negative.

"The downgrade reflects S&P's assumption that Shiloh's liquidity
will be tight for the next several quarters, due in part to the
potential effect of significant cash operating losses on its
existing availability," said Standard & Poor's credit analyst
Lawrence Orlowski.  "For 2009, S&P expects revenue to fall by more
than 50%, and gross margins will be negative.  Consequently, S&P
believe the debt-to-EBITDA ratio will move into double digits and
funds from operations [FFO] to debt will be negative in 2009," he
continued.  The main cause, in S&P's view, is the steep downturn
in automotive demand in North America and the production shutdowns
by its top customers, General Motors Corp. and Chrysler LLC. S&P
expects U.S. sales of light vehicles in 2009 to be 9.9 million
units, 25% below the weak sales of 2008.

The rating on Cleveland, Ohio-based Shiloh reflects S&P's view of
the company's weak business risk profile and highly leveraged
financial risk profile.  S&P's assessment of Shiloh's business
risk reflects the highly competitive and cyclical character of the
company's end markets, as more than 65% of its sales are to
original equipment manufacturers, primarily in the light-vehicle
auto industry.  The company lacks geographic and customer
diversity, as all of its manufacturing capacity resides in North
America, and it generates more than 50% of its revenues from the
Michigan-based automakers.  Shiloh's largest customer is GM, which
accounted for approximately 44% of the company's sales in the
first half of fiscal 2009.

The company holds what S&Ps view as a solid market share in
high-value-added, engineered, laser-welded blanks, which require a
high degree of technological expertise to make, and it is
gradually expanding this segment as a percentage of total sales
through new business.  S&P believes that in addition to this
internal growth, Shiloh could expand through acquisitions in non-
auto markets (commercial trucks, construction, and agriculture) as
well as in other auto markets.  Risks inherent in Shiloh's
internal growth strategy include the possibility that customers
will not adopt its new-technology offerings.

In response to the very weak auto production, Shiloh reported that
it assesses customer releases, matches cash outlays for inventory
purchases with sale receipts, adjusts staffing levels on a daily
basis, and monitors discretionary spending in support of
operations.  Still, S&P expects these industry conditions to
constrain Shiloh's ability to materially improve earnings and cash
flow expansion in the year ahead.  Because of Shiloh's high
operating leverage, cash flow is very sensitive to cyclical sales
swings.

Liquidity is tight.  Shiloh reported that cash on the balance
sheet was less than $200,000, which is typical at April 30.  S&P
assumes that Shiloh will generate negative free cash flow after
capital expenditures during fiscal 2009.   S&P considers
availability under the existing credit facility tight.  Although
the borrowing formula is designed to allow a level of funding
above its working capital needs, S&P remains concerned about the
potential effect of significant cash operating losses on the
existing availability.

Because the company is anticipating poor sales and low utilization
of plant capacity for the upcoming third quarter, it has stated it
may not remain in compliance with the financial covenants of its
credit agreement at July 31, 2009, and beyond.  As a result, the
company executed a third amendment of its senior secured credit
facilities.

Capital spending in the first half of fiscal 2009 totaled
$3.9 million.  S&P believes Shiloh's participation in OEM material
resale programs provides significant protection because the
company obtains most of its steel through these programs.

The outlook is negative, reflecting the very weak outlook for the
automotive industry, compounded by Shiloh's heavy exposure to GM.
S&P could lower the rating if revenue declined significantly more
than 50% or negative gross margins moved into the high single
digits, leading the company to report greater-than-expected
negative free operating cash flow in 2009 and stretching
credit ratios well beyond S&P's targets.

On the other hand, S&P could consider revising its outlook to
stable or positive and possibly raise the corporate credit rating
if auto industry fundamentals improve and stabilize and if
Shiloh's liquidity improves and appears sustainable, although S&P
does not expect this to occur in the next few quarters, given the
likely slow recovery of auto demand.  If, for instance,
revenue grew 20% in 2010 and gross margins were above 4%, both
debt to EBITDA and FFO to debt could reach S&P's assumptions for a
'BB-' rating.


SIX FLAGS: Bank Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Six Flags Theme
Parks, Inc., is a borrower traded in the secondary market at 95.92
cents-on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.56
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2015.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating, while Standard & Poor's has assigned a
default rating, on the bank debt.  The debt is one of the biggest
gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 24, 2009, among the 145
loans with five or more bids.

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).


SOUTHEAST WAFFLES: Receives $20.2 Million Bid From GS Acquisitions
------------------------------------------------------------------
Atlanta Business Chronicle reports that GS Acquisitions LLC has
bid $20.2 million on SouthEast Waffles, LLC.

Partners in GS Acquisitions include:

     -- PGA pro Phil Mickelson;

     -- Mr. Mickelson's agent and Gaylord Sports Management CEO
        Steve Loy; and

     -- Terry Pefanis, a former executive with Big Idea Inc.

According to Business Chronicle, GS Acquisitions was previously
turned down as a franchisee by Waffle House, reportedly due to its
lack of restaurant experience.  GS Acquisitions said that it would
make up for that by hiring experienced managers to run the
restaurants, Business Chronicle states.

Business Chronicle relates that former Southeast Waffles owner Jim
Shaub and his Chief Financial Officer Rebecca Sullivan have been
sued for $10 million by SunTrust Banks Inc. for improper use of
company funds for personal gain.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


STEVEN TILLESKJOR: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: Steven Tilleskjor
                  dba Alexandria Plumbing & Heating
               Ann Tilleskjor
                  dba Ann Marie Loeffen
               44 Glen Road Nw
               Alexandria, Mn 56308

Bankruptcy Case No.: 09-60800

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Fergus Falls)

Judge: Dennis D O'Brien

Debtors' Counsel: Logan M. Moore, Esq.
                  Velde Moore, Ltd.
                  1118 Broadway
                  Alexandria, MN 56308
                  Tel: (320) 763-6561
                  Email: veldelm@rea-alp.com

Total Assets: $1,321,240

Total Debts: $1,914,064

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

The petition was signed by the Joint Debtors.


SUNGARD DATA: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
95.33 cents-on-the-dollar during the week ended July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.54
percentage points from the previous week, The Journal relates.
The loan matures on February 28, 2014.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's while it carries Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 24, among the 145 loans with five or more bids.


SunGard Data Systems Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

Fitch currently rates SunGard Issuer Default Rating at 'B', $4.7
billion senior secured term loan due 2014 and 2016 at 'BB- /RR2',
and $829 million senior secured revolving credit facility (RCF)
due 2011 and 2013 at 'BB-/RR2'.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013 at 'BB'.


SUPERVALU INC: S&P Changes Outlook to Negative; Keeps 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Minneapolis-based supermarket and distributor SUPERVALU
INC. to negative from stable, and affirmed the 'BB-' corporate
credit rating on the company.

"This action reflects S&P's expectation that SUPERVALU's credit
metrics will deteriorate further from weaker operating
performance, despite plans to pay down outstanding debt by
$700 million," said Standard & Poor's credit analyst Stella Kapur.
This will result in less cushion under the company's bank facility
leverage covenant.

S&P made a number of analytical assumptions and adjustments on
SUPERVALU's multiemployer pension plan risk based on confidential
information provided to us by the company.  Based on S&P's
criteria, multiemployer pension liabilities are treated as debt-
like obligations, net of tax.  The current ratings do not assume
any recovery in the market value of multiemployer pension plan
assets.  For certain multiemployer pension plans, S&P adjusted
current pension deficits to reflect expectations for some future
benefit reductions.  EBITDA is adjusted to reflect only the
present value of future benefits earned by employees for services
rendered during the period.

SUPERVALU participates in various multiemployer pension plans
based on obligations from its employee collective bargaining
agreements.  In comparison to Safeway and Kroger, a smaller
proportion of SUPERVALU's employees participate in multi-employer
pension plans which is reflected in the company's lower annual
contributions.  SUPERVALU contributed $147 million and
$142 million to these plans in 2009 and 2008, respectively, which
is roughly 30% to 50% lower than Kroger and Safeway's annual
contributions. In addition, less than 50% of Supervalu's union
employees participate in multi-employer plans, which is
meaningfully less than Safeway and Kroger's employee participation
rates.

The rating on SUPERVALU Inc. reflects the company's participation
in the highly competitive supermarket industry, its limited free
operating cash flow given its sizable capital expenditure needs,
its leveraged balance sheet, and its older acquired store base
compared with large industry peers.  The company's large scale,
good market positions, broad geographic reach, and format
diversity partially mitigate those weaknesses.

The negative outlook reflects S&P's expectations that SUPERVALU
will experience a meaningful deterioration in EBITDA performance
this year.  S&P could lower the rating if sales and operating
margins deteriorate such that its total leverage bank facility
covenant cushion approaches 5%.  Even if SUPERVALU reduces it
outstanding debt by $700 million with proceeds from free cash
flow, this scenario could occur if the company experiences
meaningful margin deterioration from same store sales declines,
and operating margin deterioration result in EBITDA declining
around 17% from $2.7 billion last year, adjusted operating margins
deteriorating to 6.3% and adjusted debt to EBITDA increasing to
4.7x. S&P is not likely to consider an outlook revision to stable
in the near term.


T & H INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: T & H Investments, Inc.
           fdba DB Construction
        2311 Cloverdale Road
        Nashville, TN 37214

Bankruptcy Case No.: 09-08254

Chapter 11 Petition Date: July 23, 2009

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

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,076,381

Total Debts: $1,182,767

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

            http://bankrupt.com/misc/tnmb09-08254.pdf

The petition was signed by Harold Hellegaard, president of the
Company.


TENET HEALTHCARE: Files Prospectus on Plan to Issue Securities
--------------------------------------------------------------
Tenet Healthcare Corp. filed with the Securities and Exchange
Commission a registration statement on Form S-3ASR regarding its
offer to sell an indeterminate number of common stock, preferred
stock, debt securities, warrants, purchase contracts or units in
any combination from time to time in one offering or multiple
offerings.  Tenet will provide a prospectus supplement each time
it offers and issues securities using the prospectus.

The applicable prospectus supplement, Tenet said, will provide
specific information about the terms of the securities offered
under it and also may add, update or change information contained
in the current prospectus.

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

              http://ResearchArchives.com/t/s?3ff7

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At March 31, 2009, Tenet had $8,092,000,000 in total assets and
$7,754,000,000 in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service downgraded the ratings of Tenet
Healthcare's senior secured notes due 2015 and 2018 to B1 (LGD3,
32%) from Ba3 (LGD2, 23%) and senior unsecured notes to Caa2
(LGD5, 82%) from Caa1 (LGD5, 75%).  Moody's also affirmed Tenet's
B3 Corporate Family and Probability of Default ratings.  The
rating outlook remains stable.

On June 3, 2009, the TCR said Standard & Poor's Ratings Services
assigned Tenet's issuance of up to $1.0 billion senior secured
notes its issue-level of 'BB-' (two notches higher than the 'B'
corporate credit rating on the company).  S&P also assigned the
notes a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery for noteholders in the event of a
payment default.  The issue-level and recovery ratings on Tenet's
existing $1.4 billion senior secured notes and $800 million asset-
based lending (ABL) facility remain unchanged at 'BB-' and '1',
respectively.  S&P also revised its recovery rating on Tenet's
various tranches of senior unsecured debt to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default, from '4'.  S&P lowered the issue-level rating on
this debt to 'CCC+' (two notches lower than the 'B' corporate
credit rating) from 'B', in accordance with S&P's notching
criteria for a '6' recovery rating.

The TCR also said Fitch Ratings assigned a 'BB-/RR1' rating to
Tenet's $450 million in senior secured notes due 2019.  Fitch
currently rates Tenet:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.  The ratings apply to approximately
$4.6 billion of debt outstanding as of March 31, 2009.


TEXASINDUSTRIES INC: S&P Cuts Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based cement producer TexasIndustries Inc. to
'B+' from 'BB-'.  The outlook is negative.

S&P lowered the issue-level rating on the company's $550 million
senior notes due 2013 to 'B+' (the same as the corporate credit
rating) from 'BB-'.  S&P also revised the recovery rating to '4',
indicating expectations of average recovery (30%-50%) in the event
of a payment default, from '3'.

"The downgrade reflects S&P's belief that recent operating
weakness due to declining demand will continue over the next
several quarters and cause credit metrics to be sustained at
levels weaker than S&P expected for the former rating," said
Standard & Poor's credit analyst Tobias Crabtree.  "Nevertheless,
S&P expects liquidity to be sufficient to cover operating, capital
spending, and debt-service requirements over the next year," he
added.

The revised recovery rating on the unsecured notes reflects the
granting of security to TXI's credit facility, which diluted
recovery prospects for unsecured lenders.

The ratings reflect S&P's assessment of TXI's aggressive financial
risk profile and weak business profile, as TXI is reliant on Texas
and California end markets for a majority of sales, in contrast to
larger, more geographically diverse cement and aggregates
companies.  TXI's revenue sharply declined by 18% for the fiscal
year ended May 31, 2009, as a result of overall economic weakness,
depressed California end markets and weakening commercial
construction activity in Texas.  Debt totaled about $630 million
on May 31, 2009, a $150 million increase over the prior year end.

The negative outlook stems from S&P's belief that TXI's operating
performance will face further weak residential and nonresidential
construction activity.  S&P could lower the ratings if commercial
construction slows more than expected and infrastructure spending
does not begin to pick up.  S&P could revise the outlook to stable
if volumes and revenue start to improve in the second half of
fiscal 2010, leading to a reduction in debt.


TH PROPERTIES: Court Rejects Motion to Borrow Up to $3 Million
--------------------------------------------------------------
Patrick Lester at Of The Morning Call reports that U.S. Bankruptcy
Court Judge Stephen Raslavich has rejected TH Properties LP's
motion to borrow up to $3 million from Continental Bank to
complete unfinished homes in several developments.

As reported by the Troubled Company Reporter on July 21, 2009,
Judge Raslavich granted TH Properties permission to obtain up to
$251,450 in financing from Hyperion Bank to complete the sale of
five houses in the Company's Cliffside Manor development in
Bedminster Township, Bucks County.  TH Properties' lawyers told
Judge Raslavich that two of the five houses in Cliffside Manor
were scheduled to go to closing.

According to The Morning Call, TH Properties wanted to use part of
the up to $3 million credit line it was seeking to return deposit
money to clients whose homes won't be completed, while much of the
money was to be used to complete homes at these developments:

     -- Barton Ridge,
     -- Coddington View,
     -- Kingston Hill Phase IV,
     -- Northgate Phase I,
     -- Whitfield Estates, and
     -- Kingston Hill Phase III.

The Morning Call says that some creditors filed objections to the
borrowing plan.

TH Properties said in a statement that it hopes to resume
construction of all homes under contract or in progress and to
emerge from Chapter 11.

The Morning Call relates that the Real Estate Commission -- an arm
of the Department of State that grants and renews licenses and
enforces real estate laws -- launched an probe on allegations that
TH Properties misused customer deposit proceeds.  Former TH
Properties salesman Ken Martin contacted the commission, claiming
that for approximately a year prior to the Company's shutdown, the
Company changed a policy that required all down payment checks to
be made out to the builder's abstract company, Hendricks Abstract,
while the new policy required that buyers make checks payable to
TH Properties, The Morning Call states.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TRI STAR DODGE-CHRYSLER: Has $1.7 Million Bid for Assets
--------------------------------------------------------
Tri Star Dodge-Chrysler-Jeep Huntingdon, Inc., asks the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
approve, subject to any higher and better offers, the sale of:

  * 68 used automobiles;

  * 24 recreational vehicles (including Ski Doos,
          Boss Hoss, trailers, and dirt bikes);

  * 39 new 2009 inventory vehicles;

  * 7 new 2008 inventory vehicles; and

  * Various Huntingdon Facility Equipment, Parts and Office
    Equipment

for $1,783,334.  Details about the property being sold are
available from the Debtor's lawyer.

Objections to the sale, if any, must be filed and served by
July 24, 2009.  The Bankruptcy Court has scheduled an expedited
hearing at 10:00 a.m. on July 28, 2009, to consider the
transaction and entertain any higher and better offers.

Tri Star Dodge-Chrysler-Jeep Huntingdon, Inc., sought chapter 11
protection (Bankr. W.D. Pa. Case No. 09-70388) on March 31, 2009,
is represented by Robert O. Lampl, Esq., in Pittsburgh, and
estimated its assets and debts at $1 million to $10 million at the
time of the filing.


TRIBUNE CO: Bank Debt Trades at 64% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 35.90 cents-on-the-
dollar during the week ended on July 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.10 percentage points
from the previous week, The Journal relates.  The loan matures
May 17, 2014.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
bank debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 24, among the 145 loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Court Rules W. Beatty Deposition Must Be Videotaped
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
overruled Warren Beatty's opposition to the videotaping of his
examination under oath in connection with the lawsuit filed by
Tribune Co. against him.  The bankruptcy judge told the parties to
work out security arrangements for the recording, according to
Bill Rochelle at Bloomberg News.

Tribune notified the Court that it will take a deposition by oral
examination of Mr. Beatty commencing July 23, 2009, at Greenberg
Glusker Fields Claman & Machtinger LLP, in Los Angeles,
California.  The deposition will be limited to matters raised in
the declaration of Mr. Beatty in support of his Lift Stay Motion.
The deposition will be transcribed by a court reporter and
videotaped, and will be taken before a duly authorized officer
pursuant to Rule 30 of the Federal Rules of Civil Procedure.

Mr. Beatty asked the Court to prohibit any attempt by Tribune
Media to videotape his deposition.  Mr. Beatty contends a video
record of his demeanor in responding to purely factual questions
is unnecessary since Tribune Media will certainly be given the
opportunity to take a more substantive deposition in the future.

Although Tribune Media has offered to negotiate a protective order
restricting dissemination of any videotape, Mr. Beatty said that
the Order would be inadequate to protect his privacy.  Mr. Beatty
related that with the use of Internet, it is possible for the
video to spread globally given that he is a public figure.

                      Lawsuit vs. Mr. Beatty

On August 28, 1985, Debtor Tribune Media Services, Inc., and
Warren Beatty entered into a written agreement pursuant to which
TMS granted, among other things, motion picture, television, and
customary related rights in the Dick Tracy Property to Mr. Beatty
in accordance with and subject to the terms of the Agreement.
Under the Dick Tracy Agreement, Mr. Beatty was to "attempt to
enter into an agreement for the financing and distribution of a
feature picture based on the Dick Tracy Property."  The Dick
Tracy Agreement included a provision by which TMS could effect a
reversion of all rights granted to Mr. Beatty under the
Agreement.

Specifically, the Dick Tracy Agreement provided in relevant part
that "within five years after the initial domestic release of the
picture, or any subsequent theatrical picture or television
series or special, photography has not commenced on either
another theatrical motion picture or television series or
special, TMS may give Mr. Beatty notice of its intention to
effect reversion of all rights granted under the Agreement."  If
within two years after receipt of that notice, principal
photography has not commenced, then TMS, by a further written
notice to Mr. Beatty, may effect a reversion.

In 1990, a theatrical motion picture entitled "Dick Tracy" was
successfully completed by Mr. Beatty, and TMS received
substantial monies under the Dick Tracy Agreement arising from
the production and distribution of the motion picture.  Other
than certain initial payments related to the Dick Tracy motion
picture, ongoing payments to TMS under the Dick Tracy Agreement
are dependent on motion picture and television programs made by
Mr. Beatty within the meaning of the Agreement.

Since the 1990 Dick Tracy motion picture, Mr. Beatty has not
completed a single theatrical motion picture, television series,
or television special under the Dick Tracy Agreement, and TMS has
not received any payments under the Dick Tracy Agreement other
than those arising from the 1990 Dick Tracy motion picture.

In November 2006, in light of Mr. Beatty's failure to make any
productive use of the Dick Tracy Property, TMS served written
notice of its intent to effect a reversion of all rights granted
to Mr. Beatty.  The Notice provides that, unless Mr. Beatty
commenced principal photography on another theatrical motion
picture or television series or special within two years, all
rights granted to him would revert back to TMS.

In April 2008, Mr. Beatty, according to TMS, asked that rather
than commencing a project, TMS extend his rights to the Dick
Tracy Property so that he would maintain control over certain
Dick Tracy motion picture and television rights without needing
to commence principal photography on a motion picture or
television project under the Agreement until November 19, 2013.
TMS rejected Mr. Beatty's proposal.

In a letter dated November 18, 2008, TMS notified Mr. Beatty that
all rights previously granted to Mr. Beatty to the Dick Tracy
Property had automatically reverted to TMS by operation of the
Dick Tracy Agreement and TMS' 2006 Reversion Notice.

TMS received a $15,000 check from Mr. Beatty for an alleged half-
hour Dick Tracy television special; however, TMS returned the
check because principal photography on a television special had
in fact not commenced.  Instead, TMS asked for a tangible and
legitimate proof that Mr. Beatty has commenced principal
photography on a bona fide project.

Mr. Beatty did not provide any tangible and legitimate proof that
he has started on a Dick Tracy project, instead, he filed a
lawsuit against TMS in the U.S. District Court for the Central
District of California seeking for a declaration that he
continued to enjoy all rights under the Agreement as a result of
his alleged commencement of principal photography in November
2008 on a purported television special.

IN an adversary proceeding, TMS is asking the U.S. Bankruptcy
Court for the District of Delaware to resolve, settle and gain
unfettered use of certain Dick Tracy motion picture and television
rights wrongly claimed by Mr. Beatty.

Bryan Krakauer, Esq., at Sidley Austin, LLP, in Chicago Illinois,
TMS' counsel, asserts that Mr. Beatty's ongoing assertion of
alleged rights to the Dick Tracy Property interferes with TMS'
ability to exploit the full value of this extremely lucrative
property for the benefit of the Debtors' estate and creditors.
TMS thus requires a judicial determination of the estate's rights
in the Dick Tracy Property to remove Mr. Beatty's interference
therewith and thereby give the Debtors' estate the ability to
monetize the substantial asset.

TMS, through this adversary proceeding, asks the Bankruptcy Court
to declare that the Dick Tracy Property is, without restriction,
the sole and exclusive property of the Debtors' estate under
Section 541 of the Bankruptcy Code.

Moreover, TMS asks the Bankruptcy Court to enter a permanent and
mandatory injunction against Mr. Beatty from interfering with its
rights to exercise complete and unfettered dominion and control
over the Dick Tracy Property, including enjoining Mr. Beatty
from:

  (i) causing the unauthorized publication of any Dick Tracy
      motion picture, television series, or television special;
      and

(ii) engaging in any action that would otherwise interfere with
      TMS' rights to enter into business transactions regarding
      the motion picture and television rights to the Dick Tracy
      Property previously granted under the Dick Tracy
      Agreement.

Mr. Beatty's lawyer, Bert Fields, called the adversary complaint
"utter hogwash" and "just a Hail Mary pass", the Chicago Tribune
reported.  "Obviously, Warren would have preferred to go ahead
with the picture, so he produced the special to extend the
rights, and the contract very clearly says you can do that,"
Chicago Tribune quoted Mr. Fields as saying.

"Warren has been trying to get cooperation from the Tribune
corporation for years and getting nothing but the back of their
hand," Mr. Field told the newspaper.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


UBS AG: Lures Keith Magnus Out of Merrill to Run Asian Team
-----------------------------------------------------------
UBS AG has hired Keith Magnus from Merrill Lynch to run its
Singapore and Malaysia investment banking team, Rick Carew at The
Wall Street Journal reports, citing people familiar with the
matter.

According to WSJ, Mr. Magnus has advised on a number of deals in
recent months, including a rights issue totaling 1.84 billion
Singapore dollars (about $1.28 billion) for Singaporean property
developer CapitaLand Ltd.

Citing a source, WSJ says that losing Mr. Magnus is the latest
blow to Bank of America Corp.'s efforts to keep its Asia
investment banking team intact.  The bank, according to the
report, has lost several key Merrill bankers in recent months.

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began.  The bank expects to post a loss in the
second quarter of 2009.  The bank's net loss for full-year 2008
widened to CHF19,697 million from of CHF5,247 million in the prior
year.  Net losses from continuing operations totaled CHF19,327
million, compared with losses of CHF5,111 million in the prior
year.  UBS attributed the losses to negative revenues in its fixed
income, currencies and commodities (FICC) area.  For the 2008
fourth quarter, UBS incurred a net loss of CHF8,100 million, down
from a net profit of CHF296 million.  Net loss from continuing
operations was CHF7,997 million compared with a profit of CHF433
million.  The Investment Bank recorded a pre-tax loss of CHF7,483
million, compared with a pre-tax loss of CHF2,748 million in the
prior quarter.  This result was primarily due to trading losses,
losses on exposures to monolines and impairment charges taken
against leveraged finance commitments.  An own credit charge of
CHF1,616 million was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

UBS said it will further reduce its headcount to 15,000 by the end
of the year.  UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.


UNI-MARTS: Insiders' Stalking Horse Bid Requires Releases
---------------------------------------------------------
Uni-Marts LLC is seeking approval from the U.S. Bankruptcy Court
for the District of Delaware to name its current owners as
stalking horse bidder at an auction for its assets.

According to Bill Rochelle at Bloomberg, Uni-Marts intends to
proceed with an auction already scheduled for August 18, but
subject to changes in its auction rules to provide that current
owners will be given a release from claims regardless of who wins
the auction and buys the business.

Absent higher and better offers for Uni-Marts' assets, the owners
will purchase the assets in exchange for (i) $6 million in cash,
(ii) a $12 million secured note for the secured lender, (iii)
issuance of a note to the company for $3 million plus more notes
representing the wholesale value of fuel and non-fuel inventories.

Bids are due August 13, five days before the auction.

Citing papers filed in the Bankruptcy Court, Mr. Rochelle said
that the owners received distributions totaling $41 million
between May 2005 and October 2006.  The owners want releases from
any actions seeking to avoid or recover any of those payments.

The U.S. Trustee is opposing the terms of the sale, arguing that
the releases aren't proper before confirmation of a plan.  The
owners' purchase agreement contemplates completing the sale
through confirmation of a Chapter 11 plan.

As reported by the TCR on July 20, 2009, Matrix Capital Markets
Group Inc. said minimum bids have been established in the Uni-
Marts Chapter 11 bankruptcy case.  The aggregate of the minimum
bids for all 207 Uni-Marts' assets is $15,708,000.

Each of Uni-Marts' 114 company-operated stores is available for
sale on an individual basis and the minimum bids range from $2,500
to $342,000 for leased stores and $50,000 to $1,695,000 for stores
where Uni-Marts owns the real estate.  The aggregate minimum bid
of all the company-operated assets is $13,565,000.  The assets
generated $7.2 million in EBITDA -- earnings before interest,
taxes, depreciation and amortization -- on fuels volume of 70.6
million gallons and $87.6 million in merchandise sales for the
most recent 52-week period.

Uni-Marts' 93 distribution assets are also for sale -- with an
aggregate minimum bid amount of $2,143,000.  Matrix said assets
where Uni-Marts controls the real estate and subleases the store
to a dealer are available for sale on an individual basis, while
assets where Uni-Marts only has a supply relationship with the
dealer are available for sale in groups based on geography.  The
distribution assets accounted for $1.9 million in EBITDA on fuels
volume of 53.2 million gallons for the most recent 52-week period.

For a complete list of the assets available and their minimum
bids, prospective buyers may visit:

      http://www.matrixcapitalonline.com/unimart/intro.htm

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC owned
283 convenience stores and gasoline stations in Pennsylvania, New
York and Ohio, but later reduced the store count during its
bankruptcy case, which is still pending.  It was taken private in
2004 by the Sahakian family and private-equity investors.

The Company and six of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037).
Michael Gregory Wilson, Esq., at Hunton & Williams LLP, represents
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as their claims, notice and
balloting agent.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Blank Rome LLP as its counsel.


UNIVERSAL MARKETING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Universal Marketing, Inc.
        6962 Frankford Avenue
        Philadelphia, PA 19135-1619

Case No.: 09-15404

Type of Business: The Debtor runs an advertising and marketing
                  business.

Chapter 11 Petition Date: July 23, 2009

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

Debtor's Counsel: Aris J. Karalis, Esq.
            Maschmeyer Karalis P.C.
            1900 Spruce Street
            Philadelphia, PA 19103
            Tel: (215) 546-4500
            Email: akaralis@cmklaw.com

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

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

The petition was signed by Gurmeet Batra, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Citgo Petroleum Corp.                                 $4,147,530
1293 Eldridge Parkway
Houston, TX 77077-1670

Gulf Merc                                             $3,512,654
90 Everett Avenue
Chelsea, MA 02150

Conoco Phillips Company, Inc.                         $1,916,878
42 Schoolhouse Drive
Medford, NJ 08055

Commonwealth of Pennsylvania                          $1,124,406
Bureau of Motor Fuels Taxes
PO Box 280646
Harrisburg, PA 17128-0646

Apex Rack                                             $243,805

Sunoco, Inc.                                          $214,109

Motiva Enterprises LLC                                $213,927

Western Ref Rack                                      $77,748

State of New Jersey - MFT                             $65,609
Division of Taxation Motor
Fuel Tax

Valero Marketing and Supply                           $56,843

Murphy Transport Inc.                                 $38,029

Western Ref Contract                                  $37,853

Petro Express                                         $30,438

Samuel Coraluzzo Co. Inc.                             $23,013

Petrocom Merc                                         $21,453

Lee Transport Systems, LLC                            $21,028

Earl R Martin Inc.                                    $18,071

TD Banknorth                                          $16,686

KC Oil Inc.                                           $12,809

Paychex, Inc.                                         $10,738


URIELS INC: Owner Indicted for Running Ponzi Scheme
---------------------------------------------------
The Denver District Attorney's Office said that a grand jury in
Denver has handed down a 70-count indictment against Michael
Marshall -- Uriels Inc.'s president and CEO -- and Gregory Russell
for operating a Ponzi scheme, Denver Business Journal reports.

Business Journal relates that Messrs. Marshall and Russell took
about $9.7 million from clients they convinced to put money in
various investment vehicles through Uriels for two years starting
in March 2005.  Investors, according to the indictment, received a
few months of returns before the returns stopped.  According to
Business Journal, the Colorado Division of Securities conducted an
investigation into the activities of Messrs. Marshall and Russell.

Mr. Marshall, Business Journal states, was charged with:

     -- breaching the Colorado Organized Crime Control Act,
     -- conspiracy to commit securities fraud,
     -- conspiracy to commit theft,
     -- four counts of theft, and
     -- 63 counts of securities fraud.

Business Journal says that Mr. Russell was charged with:

     -- violating the Colorado Organized Crime Control Act,
     -- conspiracy to commit securities fraud,
     -- conspiracy to commit theft,
     -- four counts of theft, and
     -- 54 counts of securities fraud.

According to Business Journal, Messrs. Marshall and Russell failed
to make required disclosures to potential investors, invested part
of the money they got from clients, and engaged in a Ponzi scheme
by using money from new investors to pay obligations to earlier
investors.

Citing the Denver District Attorney's Office, Business Journal
says that Mr. Russell was taken into custody on Tuesday and is in
Denver County Jail.  The report states that Mr. Marshall was taken
into custody in Wisconsin, with a bond set at $500,000.

Westminster, Colorado-based Uriels, Inc. is a real estate
investment company.  The Company filed for Chapter 11 protection
on June 1, 2008 (Bankr. D. Col. Case No. 08-19500), listing total
assets of $11,116,654 and total debts of $14,523,624.  Denver
Business Journal says that the case was converted to Chapter 7 in
June 2009 and the Hon. Howard R. Tallman, the judge overseeing the
case, ordered the Company to stop doing business.


US SHIPPING: Modifies Prepackaged Reorganization Plan
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, U.S. Shipping
Partners LP modified the reorganization plan it negotiated with
first- and second-lien secured creditors prepetition.

Pursuant to the plan, the holders of the $333 million senior
secured credit are to receive $240 million in new first-lien notes
plus $60 million in new second-lien notes.  They will also get
half of the new equity. Previously, they were to receive $330
million in new notes.  The other half of the stock plus warrants
goes to the second-lien creditors.

The disclosure statement explaining the modified plan will be up
for hearing on August 13.

                       About U.S. Shipping

U.S. Shipping Partners L.P. -- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


VAREL FUNDING: Sector Weakness Prompts Moody's to Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded Varel Funding Corp.'s
Corporate Family Rating and Probability of Default Rating to Caa2
from B3, the senior secured bank debt rating to B3 (LGD3-31%) from
B1 (LGD3-32%), and moved the rating outlook to negative from
stable.  The downgrade reflects continued drilling and oilfield
service sector weakness, the sharp decline in Varel's cash flows,
and ongoing uncertainty about the company's ability to comply with
its leverage covenants over the next year.

The ratings are restrained by Varel's risk exposure to a single
product line (drillbits), the sales of which are cyclical, its
small scale and market share relative to peers, and high leverage.
After Moody's standard leverage adjustments, principally for
operating leases in this case, as of April 30, 2009 Adjusted Debt
/ EBITDA approximated 5.2x.  Under Varel's bank defined leverage
covenants, the defined Debt/EBITDA was 3.93x as of that date.

Using a credit definitions of debt and EBITDA, Varel's covenants
under both the revolver and term loan include total Debt / EBITDA
of 5.0x, total Bank Debt / EBITDA of 3.25x, and EBITDA / Interest
of 1.75x.  With recent quarters of EBITDA coming in lower than
prior up-cycle quarters, as the stronger quarters progressively
roll out of trailing four quarter EBITDA used in the covenants the
possibility increases that the company may not meet covenants in
ensuing quarters.

Varel carries a $140 million bank term loan and a $20 million
senior secured revolver that had $9.7 million outstanding at
April 30, 2009.  The remainder of the debt at the Varel Funding
Corp. entity consists of $75 million of mezzanine debt.  At
April 30, 2009, the company had approximately $11 million of
unrestricted cash.  Moody's rating also recognizes that Varel's
parent holding company also owns a leveraged sister affiliate.

Moody's last rating action for Varel occurred on October 16, 2007,
when Moody's assigned Varel's initial ratings, subsequently
downgraded.

Based in Carrollton, Texas, Varel produces drill bits used in both
oil and gas exploration and production and mining.  Though
comparatively small relative to its competitors, Varel has a long
history in the drillbit business, is diversified across several of
the key producing regions in the U.S., and generates over 50% of
its revenues in attractive international producing regions.  Its
gross margin is derived approximately 44% from PDC drillbits, 39%
from roller cone drillbits, and 17% from mining and industrial
drillbits.


VENETIAN MACAU: Bank Debt Trades at 9% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
90.40 cents-on-the-dollar during the week ended Friday, July 24,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 2.83 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2013.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 24, among the 145 loans with five or more bids.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands is a borrower traded in the secondary market at 73.88
cents-on-the-dollar during the week ended Friday, July 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.94
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 24,
among the 145 loans with five or more bids.

Venetian Macau is a wholly-owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

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


VISTEON CORP: Bank Debt Trades at 52% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 47.83 cents-on-the-
dollar during the week ended July 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.88 percentage points
from the previous week, The Journal relates.  The loan matures on
May 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating while
Standard & Poor's has assigned a default rating on the bank debt.
The debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 24, among the 145 loans with five or more bids.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VOOM TECHNOLOGIES: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Voom Technologies, Inc.
        110 St Croix Trail South
        Lakeland, MN 55043

Bankruptcy Case No.: 09-35086

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Chief Judge Nancy C. Dreher

Debtor's Counsel: Ralph Mitchell, Esq.
                  Lapp Libra Thomson Stoebner & Pusch
                  One Financial Plaza, Suite 2500
                  120 S 6th St.
                  Minneapolis, MN 55402
                  TEL: (612) 338-5815
                  Email: rmitchell@lapplibra.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
13 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mnb09-35086.pdf

The petition was signed by David W. Biessener, CEO of the Company.


WATERFORD VILLAGE: Closed; Evans Bank Assumes All Deposits
----------------------------------------------------------
Waterford Village Bank, Clarence, New York, was closed Friday by
the New York State Banking Department, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Evans Bank, N.A., Angola, New York, to assume all
of the deposits of Waterford Village Bank.

The single office of Waterford Village Bank will reopen today,
Monday, as a branch of Evans Bank, N.A. Depositors of Waterford
Village Bank will automatically become depositors of Evans Bank,
N.A. Deposits will continue to be insured by the FDIC, so there is
no need for customers to change their banking relationship to
retain their deposit insurance coverage.  Customers should
continue to use the existing branch until Evans Bank, N.A. can
fully integrate the deposit records of Waterford Village Bank.

As of March 31, 2009, Waterford Village Bank had total assets of
$61.4 million and total deposits of approximately $58 million. In
addition to assuming all of the deposits of the failed bank, Evans
Bank, N.A. agreed to purchase essentially all of the assets.

The FDIC and Evans Bank, N.A. entered into a loss-share
transaction on approximately $56 million of Waterford Village
Bank's assets.  Evans Bank, N.A. will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-323-6111. The phone number will be
operational this evening until 9:00 p.m., Eastern Daylight Time
(EDT); on Friday and Saturday from 9:00 a.m. to 6:00 p.m., EDT; on
Sunday from noon to 6:00 p.m., EDT; and thereafter from 8:00 a.m.
to 8:00 p.m., EDT. Interested parties can also visit the FDIC's
Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $5.6 million.  Evans Bank, N.A.'s acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Waterford Village Bank is the 58th FDIC-
insured institution to fail in the nation this year, and the first
in New York. The last FDIC-insured institution to be closed in the
state was Reliance Bank, White Plains, March 19, 2004.


WAVE SYSTEMS: Raises $4,820,599 by Selling Class A Shares
---------------------------------------------------------
Wave Systems Corp. raised $4,820,599 in two transactions the past
two weeks:

     (1) On July 16, 2009, Wave entered into Subscription
         Agreements with certain purchasers pursuant to which Wave
         is selling a total of 3,448,042 shares of Class A Common
         Stock, par value $.01 per share, for an aggregate
         purchase price of roughly $3,172,199.36.  The Common
         Shares are priced at $0.92 per share. The Purchasers are
         also receiving warrants to purchase 1,724,024 Common
         Shares at an exercise price of $1.155.  The warrants are
         exercisable for five years beginning after January 17,
         2010.  The Common Shares (including the shares issuable
         upon exercise of the warrants) are to be drawn-down off
         of a shelf registration statement declared effective by
         the Securities and Exchange Commission on June 23, 2008.
         A prospectus supplement related to the offering is
         available at http://ResearchArchives.com/t/s?3ffe

     (2) On July 21, 2009, Wave entered into Subscription
         Agreements with certain purchasers pursuant to which Wave
         is selling a total of 1,791,738 shares of Class A Common
         Stock, par value $.01 per share, for an aggregate
         purchase price of approximately $1,648,400.  The Common
         Shares are priced at $0.92 per share.  The Purchasers are
         also receiving warrants to purchase 895,868 Common Shares
         at an exercise price of $1.155.  The warrants are
         exercisable for five years beginning after January 22,
         2010.  The Common Shares (including the shares issuable
         upon exercise of the warrants) are to be drawn-down off
         of a shelf registration statement declared effective by
         the Securities and Exchange Commission on June 23, 2008.
         A prospectus supplement related to the offering is
         available at http://ResearchArchives.com/t/s?3ffd

The identity of the Purchasers was not given.

Roth Capital Partners, LLC, entered into a placement agency
agreement with Wave in which they agreed to act as placement agent
in connection with the offerings.

In connection with the July 16 offering, Wave agreed to pay the
Placement Agent a cash fee of $253,776 -- 8% of the gross proceeds
paid to Wave in connection with the offering.  In connection with
the July 21 offering, Wave agreed to pay the Placement Agent a
cash fee of $131,872 -- 8% of the gross proceeds paid to Wave in
connection with the offering.   The Placement Agent has no
obligation to buy any Common Shares from Wave.

                       About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq: WAVX)
-- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

At March 31, 2009, the Company had $2,450,856 in total assets and
$9,237,335 in total liabilities, resulting in $6,786,479
stockholders' deficit.

                        Going Concern Doubt

Wave has had substantial operating losses since its inception, and
as of March 31, 2009, has an accumulated deficit of $346,213,097.
Wave expects to incur an operating loss for the calendar year
2009.  As of March 31, 2009, Wave had negative working capital of
$7,047,300.

Wave projects to have enough liquid assets to continue operating
through July 2009.  Wave estimates that it will need a minimum of
approximately $3,600,000 of additional cash from a combination of
revenue growth and additional financings, to fund operating
expenses and capital expenditures for the 12-months ending
March 31, 2010.

Wave has begun market introduction of its security and broadband
media distribution software products and has signed initial
distribution contracts for these applications.  However, due to
the early stage nature of this market, it is unlikely that Wave
will generate sufficient revenue to cover all of its cash flow
needs to fund its operating requirements for the 12-months ending
March 31, 2010.

Because Wave does not have sufficient cash to fund operations for
the 12-months ending March 31, 2010; and given the uncertainties
with respect to Wave's revenue outlook for 2009, Wave has been and
will continue to be actively engaged in financing activities to
generate additional funding to cover its operating costs for the
12-months ending March 31, 2010.

If Wave is not successful in raising the needed capital, or is not
successful in executing its business plan, Wave could be forced to
cease operations or merge with or sell its business to another
company.  No assurance can be provided that any of these
initiatives will be successful.  Due to Wave's current cash
position, its capital needs over the next year and beyond, the
fact that Wave has not at this time secured enough financing to
fund operations through March 31, 2010, and beyond, and the
uncertainty as to whether Wave will achieve its sales forecast for
its products and services, substantial doubt exists with respect
to Wave's ability to continue as a going concern.


WCI COMMUNITIES: May Face $40MM in Chinese Drywall Related Claims
-----------------------------------------------------------------
The Bradenton Herald reports that WCI Communities Inc. could face
$40 million in Chinese drywall related claims.

WCI Communities said in court documents, "To date, and subject to
further investigation and confirmation, the debtors have
identified approximately 200 homes sold by the Debtors that may
contain Chinese drywall."  NEWSInferno.com says that the Consumer
Products Safety Commission has received more than 681 complaints
from residents of 20 states -- mostly from Canada -- regarding
Chinese drywall.

WCI Communities set aside $11 million in January to handle drywall
claims, NEWSInferno.com states.

As reported by the Troubled Company Reporter on July 21, 2009, WCI
Communities' bankruptcy plan includes an agreement reached with
the lead attorneys representing the Chinese drywall claimants.
The terms of the agreement as described in the Plan provide for
the creation of a Chinese Drywall Trust and allow the Chinese
drywall claimants to pursue causes of action related to the
manufacture and installation of defective imported drywall in
their homes.

NEWSInferno states that complainants claim that fumes from the
drywall produce a "rotten eggs" odor that permeates their homes,
and causes metal, including air conditioning coils and jewelry, to
corrode.  NEWSInferno says that people living in homes containing
Chinese drywall report:

     -- eye irritation,
     -- sinus problems, and
     -- respiratory symptoms.

Tests conducted by the Environmental Protection Agency revealed
that Chinese drywall contained elevated levels of strontium
sulfide, and several organic compounds associated with the
production of acrylic paint.  The Los Angeles Times reports that
some Chinese drywall manufacturers used phosphogypsum to
manufacture wallboard.  Phosphogypsum is a radioactive phosphorous
substance that  has been banned in the U.S. for use in
construction since 1989.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 2, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management LLC and WCI 2009 Asset
Holding LLC filed separate Chapter 11 petitions (Case No. from 09-
12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


YOUNG BROADCASTING: Can Sell Assets to Secured Lenders for $220MM
-----------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York authorized the sale of substantially
all the Young Broadcasting Inc.'s assets to a group of its senior
secured lenders led by Wachovia Bank NA, in a deal worth
$220 million, according to Law360.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YOUNG BROADCASTING: Taps Gray Television to Manage Stations
-----------------------------------------------------------
Nathan Phelps at Green Bay Press-Gazette reports that the U.S.
Bankruptcy Court for the Southern District of New York has
approved Gray Television Inc. to manage Young Broadcasting, Inc.'s
properties, including WBAY.

Green Bay Press relates that Gray Television owner Bob Prather
said that the Court approved the management deal on Wednesday.
"We signed a three-year deal with the bank group that is taking
over the company to manage the stations . . . where we will be
responsible for the operation of all the Young stations expect San
Francisco.  They're very similar markets to ours . . . the
stations fit our profile pretty good.  We think there are a lot of
good opportunities here," the report quoted Mr. Prather as saying.

Mr. Prather, according to Green Bay Press, said that Gray will
manage eight Young Broadcasting stations, excluding those in
Lansing, Michigan, and Knoxville, Tennessee.  Those stations will
likely be included in the agreement later in the year, Green Bay
Press states, citing Mr. Prather.

Green Bay Press says that the deal needs the Federal
Communications Commission's approval.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* 7 Banks Shuttered; Year's Failed Banks Now 64
-----------------------------------------------
The six bank subsidiaries of Security Bank Corporation, Macon,
Georgia -- Security Bank of Gwinnett County Suwanee in Georgia;
Security Bank of Jones County, in Gray, Georgia; Security Bank of
Bibb County, in Macon, Georgia; Security Bank of Houston County,
in Perry, Georgia; Security Bank of North Metro, in Woodstock,
Georgia; and Security Bank of North Fulton, in Alpharetta, Georgia
-- were closed July 24 by the Georgia Department of Banking and
Finance, which appointed the Federal Deposit Insurance Corporation
(FDIC) as receiver.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with State Bank and Trust Company, Pinehurst,
Georgia, to assume all of the deposits of the six bank
subsidiaries of Security Bank Corporation.  State Bank and Trust
Company received a $300 million capital infusion from a group of
26 investors, led by Joseph Evans.

A seventh bank, Waterford Village Bank, Williamsville, New York,
was closed July 24.  To protect the depositors, the FDIC entered
into a purchase and assumption agreement with Evans Bank, N.A.,
Angola, New York, to assume all of the deposits of Waterford
Village Bank.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

According to Bloomberg News, regulators have seized the most U.S.
banks this year since 1993.

The Summer 2009 issue of Supervisory Insights released by the FDIC
on June 16, 2008, said the U.S. financial services industry
experience a crisis in 2008, with these challenges continuing
during the first half of 2009.  In 2008, U.S. financial regulatory
agencies extended $6.8 trillion in temporary loans, liability
guarantees and asset guarantees in support of financial services.
By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.

Bear Stearns was the first large investment bank to be acquired by
a bank holding company during 2008.  Of the other four largest
investment banks in the United States, one would fail and the
others would be acquired by, or become, bank holding companies.

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion.  A copy of the Supervisory Insights is
available for free at:

       http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                         Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
  Closed Bank          Buyer                (millions)  (millions)
  -----------          ----                 --------       -----
SB - Bibb County    State Bank and Trust      $1,000.0   }
SB - Houston County State Bank and Trust        $320.0   }
SB - Jones County   State Bank and Trust        $387.0   } $807.0
SB - Gwinnett       State Bank and Trust        $292.0   }
SB - North Metro    State Bank and Trust        $212.0   }
SB - North Fulton   State Bank and Trust        $191.0   }
Waterford Village   Evans Bank, N.A.             $58.0       $5.6
Temecula Valley     First-Citizen Bank          $996.0     $391.0
Vineyard Bank       Calif. Bank, San Diego    $1,456.0     $579.0
BankFIrst, Sioux    Alerus Financial, N.A.      $254.0      $91.0
First Piedmont      First American Bank         $109.0      $29.0
Bank of Wyoming     Central Bank & Trust         $59.0      $27.0
John Warner Bank    State Bank of Lincoln        $64.0      $10.0
1st State Winchest. First Nat'l Beardstown       $34.0       $6.0
Rock River Bank     Harvard State Bank           $75.8      $27.6
Elizabeth State     Galena State Bank            $50.4      $11.2
1st Nat'l Danville  First Financial             $147.0      $24.0
Founders Bank       PrivateBank and Trust       $848.9     $188.5
Millennium State    State Bank of Texas         $115.0      $47.0
Mirae Bank          Wilshire State Bank         $362.0      $50.0
Metro Pacific Bank  Sunwest Bank, Tustin         $67.0      $29.0
Horizon Bank        Stearns Bank, N.A.           $69.4      $33.5
Neighborhood Comm   CharterBank, West Point     $191.3      $66.7
Community Bank      -- None --                       -          -
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

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

                    305 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

The FDIC said on May 27 that the number of banks and savings
institutions in its "Problem List" increased to 305 from 252 at
the end of 2008.  The 305 banks and thrifts have combined assets
of $220 billion, according to the FDIC's quarterly banking
profile.

The 252 insured institutions with combined assets of $159 billion
on the FDIC's "Problem List" as of year-end was already the
largest since the middle of 2005.  The Problem List had 171
institutions with $116 billion in assets at the end of the third
quarter, and 76 institutions with $22 billion in assets at the end
of 2007.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q1'09             305      $220,047          21         $9,498
  2008              252       159,405          25        371,945
  2007               76        22,189           3          2,615
  2006               50         8,265           0              0
  2005               52         6,607           0              0
  2004               80        28,250           4            170

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* Consumer Debt Contracts While Household Savings Rise
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, debt among a
households and non-financial companies contracted 0.7% in the
opening quarter of 2009, the first shrinkage since the government
began keeping records in 1952.  Consumer credit shrank 1.6 percent
at an annual rate in May.  The savings rate of 6.9% in May was the
largest since 1993.


* McDonald Hopkins Law Firm Continues to Expand in a Down Economy
-----------------------------------------------------------------
While many South Florida law firms continue to struggle in this
difficult economy, McDonald Hopkins continues to expand.  Since
opening its West Palm Beach office in 2004, McDonald Hopkins has
grown in South Florida from its initial four attorneys to 15
attorneys.  While many law firms are downsizing, the McDonald
Hopkins' West Palm Beach office announces the recent addition of
three experienced attorneys -- Howard K. Coates, Jr., Mary F.
April and Spencer Gollahon.

"We believe that the addition of Howard K. Coates, Jr. and his
colleagues will be a strategic move in our marketplace," said John
T. Metzger, managing member of the firm's West Palm Beach office.
"Before joining us, Howard maintained a very successful practice,
focusing on the areas of commercial litigation, estate and
probate, and general transactional work.  Our new association
presents many opportunities to better serve our clients,
especially in Wellington, where Howard resides and is a member of
the Village Council."

"We are very excited about our association with the McDonald
Hopkins law firm," said Howard Coates.  "We look forward to being
part of a diverse commercial law firm with an entrepreneurial
spirit that will benefit our clients."

Mr. Coates, who joins McDonald Hopkins as a member, was the
founder of the Coates Law Firm.  Mr. Coates has more than 20 years
of commercial litigation experience.  His background includes 10
years as leader of the Florida Litigation and Dispute Resolution
Department of the New York-based law firm of Proskauer Rose LLP,
where he was a partner.  Mr. Coates has tried and litigated many
cases in state and federal courts throughout Florida as well as
nationally.  His legal background includes handling hundreds of
cases in alternative dispute resolution forums (both as attorney
and mediator), including the American Arbitration Association and
the New York Stock Exchange.

Mr. Coates received his law degree from Yale University, and over
the years, Mr. Coates has been highly involved in numerous
professional, civic and community service activities.  At present,
he serves on the boards of the Palm Beach County Legal Aid Society
and the Boys and Girls Club of Wellington.  Further, Mr. Coates is
a Councilman on the Village of Wellington Council.

Mary F. April joins McDonald Hopkins as Of Counsel.  Her legal
practice is focused on the areas of commercial litigation and
dispute resolution on matters such as trade secrets, trust
disputes, mortgage foreclosures, business torts, insurance
coverage disputes, non-compete agreements, and creditors'
bankruptcy issues.  Ms. April's experience also includes
construction-related issues, franchise litigation, defense of
securities class action and medical device product liability
cases.

Ms. April has a Bachelor of Arts degree from Florida Atlantic
University and a J.D. from the University of Florida.

Spencer Gollahon, who joins McDonald Hopkins as an associate, has
diverse experience in both litigation and transactional matters,
such as bankruptcy, business, commercial, employment,
international, probate, and real estate.  He has litigated,
arbitrated, and mediated cases in various state and federal courts
throughout Florida.

Mr. Gollahon has a Bachelor of Arts degree from Bowling Green
State University, a Master's of Business Administration degree
from Nova Southeastern University and a J.D. from Shepard Broad
Law Center.  His wide-ranging background includes managing several
law firms, serving as a law enforcement officer, working as a
stunt fighter in the action film industry, and teaching martial
arts.

                      About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a
business advisory and advocacy law firm with more than 130
attorneys.  The firm has offices in Chicago, Cleveland, Columbus,
Detroit, and West Palm Beach. The president of McDonald Hopkins is
Carl J. Grassi.


* BOND PRICING -- For the Week From July 20 to 24, 2009
-------------------------------------------------------
Company               Coupon      Maturity    Bid Price
-------               ------      --------    ---------
155 E TROPICANA         8.75%      4/1/2012        19.90
ACCURIDE CORP           8.50%      2/1/2015        18.00
ADVANTA CAP TR          8.99%    12/17/2026        20.25
AHERN RENTALS           9.25%     8/15/2013        42.00
ALBERTSON'S INC         6.95%      8/1/2009       100.00
ALERIS INTL INC         9.00%    12/15/2014         1.00
ALERIS INTL INC        10.00%    12/15/2016         3.60
ALLIED CAP CORP         6.63%     7/15/2011        57.38
AMBASSADORS INTL        3.75%     4/15/2027        29.00
AMBASSADORS INTL        3.75%     4/15/2027        29.50
AMER GENL FIN           3.05%     6/15/2010        60.50
AMER GENL FIN           3.40%    10/15/2009        92.25
AMER GENL FIN           3.85%     9/15/2009        93.50
AMER GENL FIN           4.00%     8/15/2009        91.75
AMER GENL FIN           4.10%     1/15/2010        84.60
AMER GENL FIN           4.20%    10/15/2010        60.00
AMER GENL FIN           4.25%    10/15/2010        59.00
AMER GENL FIN           4.30%     9/15/2009        89.50
AMER GENL FIN           4.50%     9/15/2009        93.22
AMER GENL FIN           4.50%    11/15/2010        55.96
AMER GENL FIN           4.50%    11/15/2011        38.00
AMER GENL FIN           4.55%    10/15/2009        80.00
AMER GENL FIN           4.60%    10/15/2010        45.00
AMER GENL FIN           4.75%     8/15/2010        62.10
AMER GENL FIN           4.95%    11/15/2010        62.00
AMER GENL FIN           5.00%     9/15/2009        95.00
AMER GENL FIN           5.00%     9/15/2010        70.16
AMER GENL FIN           5.00%    10/15/2010        65.00
AMER GENL FIN           5.00%     3/15/2011        50.84
AMER GENL FIN           5.00%     8/15/2012        43.19
AMER GENL FIN           5.25%     7/15/2010        55.00
AMER GENL FIN           5.35%     9/15/2011        55.02
AMER GENL FIN           5.40%     6/15/2011        53.79
AMER GENL FIN           5.40%     9/15/2013        30.00
AMER GENL FIN           5.45%    10/15/2011        40.00
AMER GENL FIN           5.50%     1/15/2013        39.00
AMER GENL FIN           6.25%     7/15/2011        54.37
AMER GENL FIN           8.00%     8/15/2010        72.25
AMER MEDIA OPER         8.88%     1/15/2011        57.38
AMR CORP                9.00%      8/1/2012        45.00
AMR CORP               10.40%     3/10/2011        43.20
AMR CORP               10.45%     3/10/2011        47.00
ANTHRACITE CAP         11.75%      9/1/2027        14.77
APPLETON PAPERS         9.75%     6/15/2014        38.00
ARCO CHEMICAL CO        9.80%      2/1/2020        26.50
ARCO CHEMICAL CO       10.25%     11/1/2010        27.50
BALLY TOTAL FITN       13.00%     7/15/2011         1.87
BANK NEW ENGLAND        8.75%      4/1/1999         9.69
BANK NEW ENGLAND        9.88%     9/15/1999         9.50
BANKUNITED FINL         3.13%      3/1/2034         6.38
BARRINGTON BROAD       10.50%     8/15/2014        33.50
BELL MICROPRODUC        3.75%      3/5/2024        43.00
BKI-CALL07/09           8.00%    10/15/2010       100.08
BLOCKBUSTER INC         9.00%      9/1/2012        47.13
BORDEN INC              8.38%     4/15/2016        25.50
BOWATER INC             6.50%     6/15/2013        13.25
BOWATER INC             9.38%    12/15/2021        13.50
BOWATER INC             9.50%    10/15/2012        13.25
BROOKSTONE CO          12.00%    10/15/2012        45.17
CALLON PETROLEUM        9.75%     12/8/2010        35.00
CAPMARK FINL GRP        7.88%     5/10/2012        18.00
CAPMARK FINL GRP        8.30%     5/10/2017        19.00
CARAUSTAR INDS          7.25%      5/1/2010        50.38
CCH I LLC               9.92%      4/1/2014         0.75
CCH I LLC              10.00%     5/15/2014         0.50
CCH I LLC              13.50%     1/15/2014         1.56
CCH I/CCH I CP         11.00%     10/1/2015        11.50
CCH I/CCH I CP         11.00%     10/1/2015        11.75
CHAMPION ENTERPR        2.75%     11/1/2037        11.25
CHARTER COMM HLD       10.00%     5/15/2011         1.00
CHARTER COMM HLD       12.13%     1/15/2012         0.25
CHARTER COMM HLD       13.50%     1/15/2011         1.00
CHARTER COMM INC        6.50%     10/1/2027        38.00
CHENIERE ENERGY         2.25%      8/1/2012        39.00
CIT GROUP INC           3.85%    11/15/2009        64.00
CIT GROUP INC           3.95%    12/15/2009        50.00
CIT GROUP INC           4.00%     9/15/2009        55.25
CIT GROUP INC           4.05%     2/15/2010        44.50
CIT GROUP INC           4.13%     11/3/2009        61.00
CIT GROUP INC           4.25%      2/1/2010        61.05
CIT GROUP INC           4.25%     9/15/2010        46.00
CIT GROUP INC           4.30%     3/15/2010        45.00
CIT GROUP INC           4.30%     6/15/2010        28.00
CIT GROUP INC           4.35%     6/15/2010        41.00
CIT GROUP INC           4.40%     8/15/2009        75.00
CIT GROUP INC           4.40%     9/15/2009        80.00
CIT GROUP INC           4.45%     5/15/2010        42.00
CIT GROUP INC           4.60%     8/15/2010        45.00
CIT GROUP INC           4.63%    11/15/2009        53.50
CIT GROUP INC           4.75%    12/15/2010        59.00
CIT GROUP INC           4.80%    12/15/2009        56.00
CIT GROUP INC           4.85%    12/15/2009        75.00
CIT GROUP INC           4.85%     3/15/2010        49.00
CIT GROUP INC           4.90%     3/15/2010        46.25
CIT GROUP INC           4.90%    12/15/2010        39.00
CIT GROUP INC           4.90%     3/15/2011        41.00
CIT GROUP INC           5.00%     9/15/2009        49.00
CIT GROUP INC           5.00%    11/15/2009        48.00
CIT GROUP INC           5.00%    11/15/2009        56.00
CIT GROUP INC           5.00%    11/15/2009        53.00
CIT GROUP INC           5.00%    12/15/2010        44.00
CIT GROUP INC           5.00%     3/15/2011        47.00
CIT GROUP INC           5.00%     3/15/2011        44.50
CIT GROUP INC           5.00%    12/15/2011        46.50
CIT GROUP INC           5.00%     3/15/2012        42.50
CIT GROUP INC           5.00%     3/15/2012        46.50
CIT GROUP INC           5.05%    11/15/2009        34.00
CIT GROUP INC           5.05%     2/15/2010        50.15
CIT GROUP INC           5.05%     3/15/2010        44.25
CIT GROUP INC           5.05%    11/15/2010        46.50
CIT GROUP INC           5.05%    12/15/2010        42.00
CIT GROUP INC           5.05%     3/15/2011        46.50
CIT GROUP INC           5.15%     2/15/2010        50.00
CIT GROUP INC           5.15%     3/15/2010        32.02
CIT GROUP INC           5.15%     2/15/2011        44.00
CIT GROUP INC           5.15%     2/15/2011        42.10
CIT GROUP INC           5.15%     4/15/2011        42.00
CIT GROUP INC           5.15%     2/15/2012        45.00
CIT GROUP INC           5.20%     11/3/2010        56.63
CIT GROUP INC           5.20%     9/15/2011        44.00
CIT GROUP INC           5.20%    11/15/2011        47.00
CIT GROUP INC           5.25%     5/15/2010        49.50
CIT GROUP INC           5.25%     9/15/2010        45.05
CIT GROUP INC           5.25%    11/15/2010        44.00
CIT GROUP INC           5.25%    11/15/2010        42.50
CIT GROUP INC           5.25%    11/15/2010        43.57
CIT GROUP INC           5.25%    12/15/2010        57.00
CIT GROUP INC           5.25%    11/15/2011        40.00
CIT GROUP INC           5.25%    11/15/2011        41.00
CIT GROUP INC           5.25%    11/15/2011        41.50
CIT GROUP INC           5.25%     2/15/2012        43.00
CIT GROUP INC           5.30%     6/15/2010        45.00
CIT GROUP INC           5.35%     6/15/2011        40.00
CIT GROUP INC           5.35%     8/15/2011        43.00
CIT GROUP INC           5.40%     2/13/2012        57.00
CIT GROUP INC           5.45%     8/15/2010        39.10
CIT GROUP INC           5.50%     8/15/2010        49.00
CIT GROUP INC           5.50%    11/15/2012        39.00
CIT GROUP INC           5.50%    11/15/2012        39.00
CIT GROUP INC           5.60%     4/27/2011        54.89
CIT GROUP INC           5.75%     8/15/2012        42.75
CIT GROUP INC           5.80%     7/28/2011        51.90
CIT GROUP INC           6.10%     3/15/2067         5.00
CIT GROUP INC           6.15%     2/15/2013        40.50
CIT GROUP INC           6.20%     2/15/2013        37.10
CIT GROUP INC           6.25%     9/15/2009        55.25
CIT GROUP INC           6.25%     9/15/2009        60.00
CIT GROUP INC           6.25%    12/15/2009        50.10
CIT GROUP INC           6.25%     2/15/2010        42.35
CIT GROUP INC           6.50%    12/15/2009        55.00
CIT GROUP INC           6.50%     2/15/2010        44.10
CIT GROUP INC           6.50%     3/15/2010        43.00
CIT GROUP INC           6.50%    12/15/2010        45.84
CIT GROUP INC           6.50%     1/15/2011        43.00
CIT GROUP INC           6.50%     3/15/2011        47.00
CIT GROUP INC           6.60%     2/15/2011        45.00
CIT GROUP INC           6.75%     3/15/2011        44.09
CIT GROUP INC           6.88%     11/1/2009        61.13
CIT GROUP INC           7.00%     2/15/2012        42.75
CIT GROUP INC           7.00%    12/15/2012        41.00
CIT GROUP INC           7.25%     2/15/2012        40.50
CIT GROUP INC           7.25%     3/15/2012        42.50
CIT GROUP INC           7.25%    12/15/2012        40.25
CIT GROUP INC           7.25%     3/15/2013        40.50
CIT GROUP INC           7.30%    12/15/2012        39.00
CIT GROUP INC           7.50%     1/15/2013        40.50
CIT GROUP INC           7.60%     2/15/2013        35.50
CIT GROUP INC           7.75%      4/2/2012        52.38
CIT GROUP INC           7.75%     3/15/2013        38.90
CIT GROUP INC          12.00%    12/18/2018        17.88
CITADEL BROADCAS        4.00%     2/15/2011         7.00
CLEAR CHANNEL           4.40%     5/15/2011        33.47
CLEAR CHANNEL           4.50%     1/15/2010        65.00
CLEAR CHANNEL           4.90%     5/15/2015        19.00
CLEAR CHANNEL           5.00%     3/15/2012        25.00
CLEAR CHANNEL           5.50%     9/15/2014        18.00
CLEAR CHANNEL           5.50%    12/15/2016        20.50
CLEAR CHANNEL           5.75%     1/15/2013        21.50
CLEAR CHANNEL           6.25%     3/15/2011        40.00
CLEAR CHANNEL           6.88%     6/15/2018        19.29
CLEAR CHANNEL           7.25%    10/15/2027        17.00
CLEAR CHANNEL           7.65%     9/15/2010        49.25
CLEAR CHANNEL          10.75%      8/1/2016        28.38
CLEAR CHANNEL          10.75%      8/1/2016        29.56
COLONIAL BANK           9.38%      6/1/2011        57.25
COMPREHENS CARE         7.50%     4/15/2010        75.25
COMPUCREDIT             3.63%     5/30/2025        30.50
CONEXANT SYSTEMS        4.00%      3/1/2026        45.50
CONSTAR INTL           11.00%     12/1/2012         8.00
COOPER-STANDARD         7.00%    12/15/2012        16.00
COOPER-STANDARD         8.38%    12/15/2014         4.00
CREDENCE SYSTEM         3.50%     5/15/2010        50.63
DAYTON SUPERIOR        10.00%     9/30/2029        17.00
DAYTON SUPERIOR        13.00%     6/15/2009        10.00
DECODE GENETICS         3.50%     4/15/2011         8.60
DECODE GENETICS         3.50%     4/15/2011         7.50
DELPHI CORP             8.25%    10/15/2033         0.88
DEX MEDIA INC           8.00%    11/15/2013        15.25
DEX MEDIA INC           9.00%    11/15/2013        15.19
DEX MEDIA INC           9.00%    11/15/2013        10.25
DEX MEDIA WEST          8.50%     8/15/2010        65.55
DEX MEDIA WEST          9.88%     8/15/2013        15.50
DOWNEY FINANCIAL        6.50%      7/1/2014         6.56
DUNE ENERGY INC        10.50%      6/1/2012        49.00
EDDIE BAUER HLDG        5.25%      4/1/2014        12.00
FAIRPOINT COMMUN       13.13%      4/1/2018        24.63
FEDDERS NORTH AM        9.88%      3/1/2014         0.75
FIBERTOWER CORP         9.00%    11/15/2012        46.25
FINLAY FINE JWLY        8.38%      6/1/2012         2.60
FLEETWOOD ENTERP       14.00%    12/15/2011        30.25
FORD MOTOR CRED         4.90%    10/20/2009        81.67
FORD MOTOR CRED         4.95%    10/20/2009        81.20
FORD MOTOR CRED         5.10%     8/20/2009        84.15
FORD MOTOR CRED         5.15%     8/20/2009        84.18
FORD MOTOR CRED         5.25%     1/20/2010        79.49
FORD MOTOR CRED         5.75%     1/20/2010        78.74
FORD MOTOR CRED         7.00%      7/1/2010        75.41
FORD MOTOR CRED         7.15%     8/20/2010        42.44
FORD MOTOR CRED         7.25%     8/20/2010        71.55
FORD MOTOR CRED         7.50%     8/20/2010        71.86
FORD MOTOR CRED         7.72%     5/17/2010        76.43
FRANKLIN BANK           4.00%      5/1/2027         0.03
GASTAR EXPLORAT        12.75%     12/1/2012        53.00
GENCORP INC             4.00%     1/16/2024        83.38
GENERAL MOTORS          7.13%     7/15/2013        10.02
GENERAL MOTORS          7.40%      9/1/2025        11.25
GENERAL MOTORS          7.70%     4/15/2016        11.25
GENERAL MOTORS          8.10%     6/15/2024         8.70
GENERAL MOTORS          8.25%     7/15/2023        11.50
GENERAL MOTORS          8.38%     7/15/2033        11.50
GENERAL MOTORS          8.80%      3/1/2021        12.00
GENERAL MOTORS          9.40%     7/15/2021        11.50
GENERAL MOTORS          9.45%     11/1/2011         9.98
GGP LP                  3.98%     4/15/2027        32.94
GMAC LLC                5.10%     8/15/2009        95.00
GMAC LLC                7.00%     8/15/2009        98.00
HAIGHTS CROSS OP       11.75%     8/15/2011        22.50
HAWAIIAN TELCOM         9.75%      5/1/2013         1.75
HILTON HOTELS           7.50%    12/15/2017        15.01
HINES NURSERIES        10.25%     10/1/2011        14.00
IDEARC INC              8.00%    11/15/2016         4.63
INN OF THE MOUNT       12.00%    11/15/2010        40.13
INTCOMEX INC           11.75%     1/15/2011        38.00
INTL LEASE FIN          4.25%     9/15/2009        94.50
INTL LEASE FIN          4.55%     9/15/2009        95.00
INTL LEASE FIN          4.70%     8/15/2009        96.00
INTL LEASE FIN          4.85%     8/15/2009        94.01
INTL LEASE FIN          5.25%     8/15/2009        98.05
INTL LEASE FIN          7.25%     2/15/2010        78.00
ISTAR FINANCIAL         5.13%      4/1/2011        56.00
ISTAR FINANCIAL         5.80%     3/15/2011        52.00
ISTAR FINANCIAL         6.00%    12/15/2010        67.00
JAZZ TECHNOLOGIE        8.00%    12/31/2011        55.00
KAISER ALUM&CHEM       12.75%      2/1/2003         6.00
KELLWOOD CO             7.63%    10/15/2017        23.25
KEMET CORP              2.25%    11/15/2026        45.50
KEMET CORP              2.25%    11/15/2026        43.42
KEYSTONE AUTO OP        9.75%     11/1/2013        32.13
KNIGHT RIDDER           6.88%     3/15/2029        16.65
KNIGHT RIDDER           7.13%      6/1/2011        39.76
LANDAMERICA             3.13%    11/15/2033        22.50
LANDAMERICA             3.25%     5/15/2034        22.50
LAZYDAYS RV            11.75%     5/15/2012         4.00
LEHMAN BROS HLDG        2.00%    10/31/2012        11.46
LEHMAN BROS HLDG        4.25%     1/27/2010        17.25
LEHMAN BROS HLDG        4.38%    11/30/2010        15.13
LEHMAN BROS HLDG        4.50%     7/26/2010        16.50
LEHMAN BROS HLDG        4.50%      8/3/2011        12.84
LEHMAN BROS HLDG        4.70%      3/6/2013         6.95
LEHMAN BROS HLDG        4.80%     3/13/2014        16.75
LEHMAN BROS HLDG        4.80%     6/24/2023         8.25
LEHMAN BROS HLDG        5.00%     1/14/2011        14.88
LEHMAN BROS HLDG        5.00%     1/22/2013         8.00
LEHMAN BROS HLDG        5.00%     2/11/2013         9.25
LEHMAN BROS HLDG        5.00%     3/27/2013         6.95
LEHMAN BROS HLDG        5.00%      8/3/2014         9.00
LEHMAN BROS HLDG        5.00%     5/28/2023        10.00
LEHMAN BROS HLDG        5.00%     5/30/2023         9.25
LEHMAN BROS HLDG        5.00%     6/10/2023        12.13
LEHMAN BROS HLDG        5.00%     6/17/2023        10.25
LEHMAN BROS HLDG        5.10%     1/28/2013         8.06
LEHMAN BROS HLDG        5.10%     2/15/2020        10.00
LEHMAN BROS HLDG        5.20%     5/13/2020        12.00
LEHMAN BROS HLDG        5.25%      2/6/2012        16.00
LEHMAN BROS HLDG        5.25%     1/30/2014         8.23
LEHMAN BROS HLDG        5.25%      3/5/2018         7.00
LEHMAN BROS HLDG        5.25%     9/14/2019         9.00
LEHMAN BROS HLDG        5.25%      3/8/2020        10.00
LEHMAN BROS HLDG        5.25%     5/20/2023        10.00
LEHMAN BROS HLDG        5.35%     2/25/2018         9.00
LEHMAN BROS HLDG        5.35%     3/13/2020         7.75
LEHMAN BROS HLDG        5.35%     6/14/2030         8.75
LEHMAN BROS HLDG        5.38%      5/6/2023        10.50
LEHMAN BROS HLDG        5.40%      3/6/2020         8.00
LEHMAN BROS HLDG        5.40%     3/20/2020        10.25
LEHMAN BROS HLDG        5.40%     3/30/2029        11.00
LEHMAN BROS HLDG        5.40%     6/21/2030         9.25
LEHMAN BROS HLDG        5.45%     3/15/2025         8.25
LEHMAN BROS HLDG        5.45%      4/6/2029         6.93
LEHMAN BROS HLDG        5.45%     2/22/2030         8.75
LEHMAN BROS HLDG        5.45%     7/19/2030        10.75
LEHMAN BROS HLDG        5.45%     9/20/2030        10.75
LEHMAN BROS HLDG        5.50%      4/4/2016        12.00
LEHMAN BROS HLDG        5.50%      2/4/2018         9.50
LEHMAN BROS HLDG        5.50%     2/19/2018         9.50
LEHMAN BROS HLDG        5.50%     11/4/2018         9.00
LEHMAN BROS HLDG        5.50%     2/27/2020         7.75
LEHMAN BROS HLDG        5.50%     3/14/2023        12.13
LEHMAN BROS HLDG        5.50%      4/8/2023        11.50
LEHMAN BROS HLDG        5.50%     4/15/2023         8.31
LEHMAN BROS HLDG        5.50%     4/23/2023         9.63
LEHMAN BROS HLDG        5.50%     10/7/2023         7.00
LEHMAN BROS HLDG        5.50%     1/27/2029         9.00
LEHMAN BROS HLDG        5.50%      2/3/2029         8.20
LEHMAN BROS HLDG        5.50%      8/2/2030         9.25
LEHMAN BROS HLDG        5.55%     2/11/2018         9.50
LEHMAN BROS HLDG        5.55%      3/9/2029         9.25
LEHMAN BROS HLDG        5.55%     1/25/2030         8.75
LEHMAN BROS HLDG        5.55%     9/27/2030         8.13
LEHMAN BROS HLDG        5.55%    12/31/2034         8.00
LEHMAN BROS HLDG        5.60%     1/22/2018         6.93
LEHMAN BROS HLDG        5.60%     2/17/2029        10.50
LEHMAN BROS HLDG        5.60%     2/24/2029         8.00
LEHMAN BROS HLDG        5.60%      3/2/2029         8.77
LEHMAN BROS HLDG        5.60%     2/25/2030        10.13
LEHMAN BROS HLDG        5.60%      5/3/2030         8.38
LEHMAN BROS HLDG        5.63%     1/24/2013        15.62
LEHMAN BROS HLDG        5.63%     3/15/2030         7.75
LEHMAN BROS HLDG        5.65%    11/23/2029         8.75
LEHMAN BROS HLDG        5.65%     8/16/2030         9.00
LEHMAN BROS HLDG        5.65%    12/31/2034        11.01
LEHMAN BROS HLDG        5.70%     1/28/2018        12.50
LEHMAN BROS HLDG        5.70%     2/10/2029         8.67
LEHMAN BROS HLDG        5.70%     4/13/2029         8.75
LEHMAN BROS HLDG        5.70%      9/7/2029         8.75
LEHMAN BROS HLDG        5.70%    12/14/2029         8.67
LEHMAN BROS HLDG        5.75%     4/25/2011        16.00
LEHMAN BROS HLDG        5.75%     7/18/2011        16.25
LEHMAN BROS HLDG        5.75%     5/17/2013        16.00
LEHMAN BROS HLDG        5.75%     3/27/2023         8.00
LEHMAN BROS HLDG        5.75%    10/15/2023        11.75
LEHMAN BROS HLDG        5.75%    10/21/2023        11.88
LEHMAN BROS HLDG        5.75%    11/12/2023        10.25
LEHMAN BROS HLDG        5.75%    11/25/2023         9.50
LEHMAN BROS HLDG        5.75%    12/16/2028        12.00
LEHMAN BROS HLDG        5.75%    12/23/2028         8.75
LEHMAN BROS HLDG        5.75%     8/24/2029         8.90
LEHMAN BROS HLDG        5.75%     9/14/2029        10.25
LEHMAN BROS HLDG        5.75%    10/12/2029        10.25
LEHMAN BROS HLDG        5.75%     3/29/2030         9.25
LEHMAN BROS HLDG        5.80%      9/3/2020         8.98
LEHMAN BROS HLDG        5.80%    10/25/2030         9.25
LEHMAN BROS HLDG        5.85%     11/8/2030         8.75
LEHMAN BROS HLDG        5.88%    11/15/2017        15.60
LEHMAN BROS HLDG        5.90%      5/4/2029         9.17
LEHMAN BROS HLDG        5.90%      2/7/2031         8.20
LEHMAN BROS HLDG        6.00%     7/19/2012        15.20
LEHMAN BROS HLDG        6.00%    12/18/2015         8.06
LEHMAN BROS HLDG        6.00%     2/12/2018         8.77
LEHMAN BROS HLDG        6.00%     1/22/2020         8.00
LEHMAN BROS HLDG        6.00%     2/12/2020        10.00
LEHMAN BROS HLDG        6.00%     1/29/2021        12.00
LEHMAN BROS HLDG        6.00%    10/23/2028         9.25
LEHMAN BROS HLDG        6.00%    11/18/2028        10.50
LEHMAN BROS HLDG        6.00%     5/11/2029         7.00
LEHMAN BROS HLDG        6.00%     7/20/2029        10.25
LEHMAN BROS HLDG        6.00%     3/21/2031         8.06
LEHMAN BROS HLDG        6.00%     4/30/2034        10.25
LEHMAN BROS HLDG        6.00%     7/30/2034         7.75
LEHMAN BROS HLDG        6.00%     2/21/2036         8.20
LEHMAN BROS HLDG        6.00%     2/24/2036        11.25
LEHMAN BROS HLDG        6.00%     2/12/2037         8.67
LEHMAN BROS HLDG        6.05%     6/29/2029         8.14
LEHMAN BROS HLDG        6.10%     8/12/2023         8.75
LEHMAN BROS HLDG        6.15%     4/11/2031        10.00
LEHMAN BROS HLDG        6.20%     9/26/2014        15.20
LEHMAN BROS HLDG        6.20%     6/15/2027         8.75
LEHMAN BROS HLDG        6.20%     5/25/2029        11.25
LEHMAN BROS HLDG        6.25%      2/5/2021         8.34
LEHMAN BROS HLDG        6.25%     2/22/2023         8.00
LEHMAN BROS HLDG        6.40%    10/11/2022         9.00
LEHMAN BROS HLDG        6.50%     2/28/2023        10.00
LEHMAN BROS HLDG        6.50%      3/6/2023        10.65
LEHMAN BROS HLDG        6.50%    10/18/2027         8.00
LEHMAN BROS HLDG        6.50%    10/25/2027         9.40
LEHMAN BROS HLDG        6.50%     1/17/2033         8.40
LEHMAN BROS HLDG        6.50%    12/22/2036         9.75
LEHMAN BROS HLDG        6.50%     2/13/2037         6.22
LEHMAN BROS HLDG        6.50%     6/21/2037         8.81
LEHMAN BROS HLDG        6.50%     7/13/2037         9.63
LEHMAN BROS HLDG        6.60%     10/3/2022         7.99
LEHMAN BROS HLDG        6.63%     1/18/2012        16.01
LEHMAN BROS HLDG        6.63%     7/27/2027         9.00
LEHMAN BROS HLDG        6.75%    12/28/2017         0.01
LEHMAN BROS HLDG        6.75%      7/1/2022         9.50
LEHMAN BROS HLDG        6.75%    11/22/2027         7.13
LEHMAN BROS HLDG        6.75%     3/11/2033        10.50
LEHMAN BROS HLDG        6.75%    10/26/2037        11.50
LEHMAN BROS HLDG        6.80%      9/7/2032         7.07
LEHMAN BROS HLDG        6.85%     8/16/2032         8.00
LEHMAN BROS HLDG        6.88%      5/2/2018        17.50
LEHMAN BROS HLDG        6.88%     7/17/2037         0.01
LEHMAN BROS HLDG        6.90%      9/1/2032         9.63
LEHMAN BROS HLDG        7.00%     4/16/2019         8.50
LEHMAN BROS HLDG        7.00%     5/12/2023         5.55
LEHMAN BROS HLDG        7.00%     9/27/2027        17.50
LEHMAN BROS HLDG        7.00%     10/4/2032         8.00
LEHMAN BROS HLDG        7.00%     7/27/2037        11.50
LEHMAN BROS HLDG        7.00%     9/28/2037         9.00
LEHMAN BROS HLDG        7.00%    11/16/2037         9.63
LEHMAN BROS HLDG        7.00%    12/28/2037         7.50
LEHMAN BROS HLDG        7.00%     1/31/2038        12.38
LEHMAN BROS HLDG        7.00%      2/1/2038         9.25
LEHMAN BROS HLDG        7.00%      2/7/2038         9.00
LEHMAN BROS HLDG        7.00%      2/8/2038        12.00
LEHMAN BROS HLDG        7.05%     2/27/2038        11.38
LEHMAN BROS HLDG        7.10%     3/25/2038         9.00
LEHMAN BROS HLDG        7.25%     4/29/2038         9.00
LEHMAN BROS HLDG        7.35%      5/6/2038        12.13
LEHMAN BROS HLDG        7.88%     8/15/2010        16.25
LEHMAN BROS HLDG        8.00%      3/5/2022         7.75
LEHMAN BROS HLDG        8.50%      8/1/2015        15.00
LEHMAN BROS HLDG        8.75%      2/6/2023         7.00
LEHMAN BROS HLDG        8.80%      3/1/2015        15.00
LEHMAN BROS HLDG        8.92%     2/16/2017        12.00
LEHMAN BROS HLDG        9.50%    12/28/2022        11.88
LEHMAN BROS HLDG        9.50%     1/30/2023         9.50
LEHMAN BROS HLDG        9.50%     2/27/2023        11.88
LEHMAN BROS HLDG       10.00%     3/13/2023        12.25
LEHMAN BROS HLDG       10.38%     5/24/2024         7.50
LEHMAN BROS HLDG       11.00%    10/25/2017        11.70
LEHMAN BROS HLDG       11.00%     6/22/2022         8.19
LEHMAN BROS HLDG       11.00%     7/18/2022        10.50
LEHMAN BROS INC         7.50%      8/1/2026         5.00
LEINER HEALTH          11.00%      6/1/2012         2.00
LOCAL INSIGHT          11.00%     12/1/2017        25.00
LTX-CREDENCE            3.50%     5/15/2011        40.00
MAJESTIC STAR           9.50%    10/15/2010        61.75
MAJESTIC STAR           9.75%     1/15/2011         8.88
MANDALAY RESORT         6.50%     7/31/2009       100.00
MERCER INTL INC         9.25%     2/15/2013        45.50
MERISANT CO             9.50%     7/15/2013        13.00
MERRILL LYNCH           0.00%      3/9/2011        94.25
METALDYNE CORP         11.00%     6/15/2012         2.31
MFCCN-CALL08/09         5.70%     8/15/2029        98.00
MILLENNIUM AMER         7.63%    11/15/2026         7.25
MOMENTIVE PERFOR       11.50%     12/1/2016        35.00
MORRIS PUBLISH          7.00%      8/1/2013         8.00
NEENAH FOUNDRY          9.50%      1/1/2017        28.00
NEFF CORP              10.00%      6/1/2015         8.00
NETWORK COMMUNIC       10.75%     12/1/2013        28.50
NEW PLAN EXCEL          7.40%     9/15/2009        85.45
NEW PLAN EXCEL          7.50%     7/30/2029        18.02
NEW PLAN REALTY         6.90%     2/15/2028        18.25
NEW PLAN REALTY         7.65%     11/2/2026        18.35
NEW PLAN REALTY         7.68%     11/2/2026        18.35
NEW PLAN REALTY         7.97%     8/14/2026        18.31
NEWPAGE CORP           10.00%      5/1/2012        47.50
NEWPAGE CORP           12.00%      5/1/2013        31.00
NORTEK INC              8.50%      9/1/2014        31.50
NORTH ATL TRADNG        9.25%      3/1/2012        34.88
NTK HOLDINGS INC        0.00%      3/1/2014         5.25
NTRVST-CALL08/09        7.00%      7/1/2014        97.00
OSCIENT PHARM          12.50%     1/15/2011        32.20
OUTBOARD MARINE         9.13%     4/15/2017         3.50
PAC-WEST TELECOM       13.50%      2/1/2009         4.00
PACKAGING DYNAMI       10.00%      5/1/2016        30.50
PALM HARBOR             3.25%     5/15/2024        33.25
PANOLAM INDUSTRI       10.75%     10/1/2013         5.00
PERKINS & MARIE        14.00%     5/31/2013        53.00
PLY GEM INDS            9.00%     2/15/2012        22.00
PMI CAPITAL I           8.31%      2/1/2027        14.88
POPE & TALBOT           8.38%      6/1/2013         1.00
PRIMUS TELECOM          8.00%     1/15/2014        11.75
PRTL-RESTR07/09        14.25%     5/20/2011        63.00
QUALITY DISTRIBU        9.00%    11/15/2010        45.00
RADIAN GROUP            7.75%      6/1/2011        57.80
RADIO ONE INC           6.38%     2/15/2013        30.88
RADIO ONE INC           8.88%      7/1/2011        42.63
RAFAELLA APPAREL       11.25%     6/15/2011        23.00
RATHGIBSON INC         11.25%     2/15/2014        35.50
RAYOVAC CORP            8.50%     10/1/2013        36.00
READER'S DIGEST         9.00%     2/15/2017         4.50
REALOGY CORP           12.38%     4/15/2015        27.63
REALOGY CORP           12.38%     4/15/2015        27.75
REMINGTON ARMS         10.50%      2/1/2011       100.00
RESIDENTIAL CAP         8.00%     2/22/2011        60.00
RESIDENTIAL CAP         8.38%     6/30/2010        75.95
RESTAURANT CO          10.00%     10/1/2013        41.00
RH DONNELLEY            6.88%     1/15/2013         3.00
RH DONNELLEY            6.88%     1/15/2013         4.75
RH DONNELLEY            6.88%     1/15/2013         4.00
RH DONNELLEY            8.88%     1/15/2016         5.00
RH DONNELLEY            8.88%    10/15/2017         6.00
RJ TOWER CORP          12.00%      6/1/2013         0.50
ROTECH HEALTHCA         9.50%      4/1/2012        19.00
SALEM COMM HLDG         7.75%    12/15/2010        54.00
SHERIDAN GROUP         10.25%     8/15/2011        60.00
SILVERLEAF RES          8.00%      4/1/2010        73.50
SINCLAIR BROAD          3.00%     5/15/2027        81.25
SINCLAIR BROAD          6.00%     9/15/2012        39.50
SIX FLAGS INC           4.50%     5/15/2015        12.50
SIX FLAGS INC           9.63%      6/1/2014        13.25
SIX FLAGS INC           9.75%     4/15/2013        11.00
SPACEHAB INC            5.50%    10/15/2010        45.00
SPHERIS INC            11.00%    12/15/2012        40.25
STALLION OILFIEL        9.75%      2/1/2015        33.00
STANLEY-MARTIN          9.75%     8/15/2015        25.25
STATION CASINOS         6.00%      4/1/2012        33.25
SUPERVALU INC           7.88%      8/1/2009       100.00
TEKNI-PLEX INC         12.75%     6/15/2010        58.15
THORNBURG MTG           8.00%     5/15/2013         1.50
TIMES MIRROR CO         6.61%     9/15/2027         4.50
TIMES MIRROR CO         7.25%      3/1/2013         6.00
TIMES MIRROR CO         7.25%    11/15/2096         4.25
TIMES MIRROR CO         7.50%      7/1/2023         5.75
TOUSA INC               9.00%      7/1/2010         5.00
TOUSA INC              10.38%      7/1/2012         0.50
TRANS-LUX CORP          8.25%      3/1/2012        48.00
TRANSMERIDIAN EX       12.00%    12/15/2010         6.75
TRIBUNE CO              4.88%     8/15/2010         7.00
TRIBUNE CO              5.25%     8/15/2015         6.75
TRIBUNE CO              5.67%     12/8/2008         4.00
TRONOX WORLDWIDE        9.50%     12/1/2012        16.25
TRUMP ENTERTNMNT        8.50%      6/1/2015         9.00
TXU CORP                4.80%    11/15/2009        91.00
UAL CORP                4.50%     6/30/2021        32.89
UAL CORP                5.00%      2/1/2021        43.00
USFREIGHTWAYS           8.50%     4/15/2010        42.00
VERASUN ENERGY          9.38%      6/1/2017        12.50
VERENIUM CORP           5.50%      4/1/2027        22.50
VERSO PAPER            11.38%      8/1/2016        30.50
VICORP RESTAURNT       10.50%     4/15/2011         0.01
VION PHARM INC          7.75%     2/15/2012        34.50
VISTEON CORP            7.00%     3/10/2014         1.00
VITESSE SEMICOND        1.50%     10/1/2024        59.00
WASH MUT BANK FA        5.65%     8/15/2014         0.60
WASH MUT BANK NV        5.50%     1/15/2013         1.00
WASH MUT BANK NV        5.55%     6/16/2010        18.00
WASH MUTUAL INC         8.25%      4/1/2010        62.63
WCI COMMUNITIES         4.00%      8/5/2023         1.56
WCI COMMUNITIES         6.63%     3/15/2015         4.00
WCI COMMUNITIES         7.88%     10/1/2013         1.00
WCI COMMUNITIES         9.13%      5/1/2012         1.06
WII COMPONENTS         10.00%     2/15/2012        46.00
WILLIAM LYON            7.63%    12/15/2012        34.13
WILLIAM LYONS           7.50%     2/15/2014        25.00
WILLIAM LYONS           7.63%    12/15/2012        36.00
WILLIAM LYONS          10.75%      4/1/2013        33.00
WISE METALS GRP        10.25%     5/15/2012         4.00
YELLOW CORP             5.00%      8/8/2023        29.00



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***