TCR_Public/090728.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 28, 2009, Vol. 13, No. 207

                            Headlines

1031 TAX GROUP: Creditors' Professionals Give Up Fees
1910 PARTNERS: Case Summary & 18 Largest Unsecured Creditors
ACCREDITED HOME: Rejects Kilroy Realty Lease Agreement
ACCREDITED HOME: Opposes Committee for Borrowers
ADVANCED MICRO: Posts $335 Million Net Loss in 2nd Quarter 2009

AFFILIATED FOODS: Court to Consider Conversion Motion on August 13
AMBASSADOR MEDIA: Files for Chapter 11 in Manhattan
AMBASSADOR MEDIA: Voluntary Chapter 11 Case Summary
AMERICAN COMMUNITY: Seeks Conversion of Cases to Chapter 7
ANAMA CORP: Voluntary Chapter 11 Case Summary

ANTONIO ENTERPRISES: Case Summary & Largest Unsecured Creditor
APPLERIDGE RETIREMENT: Undergoes Extensive Restructuring
APPLIED SOLAR: Case Summary & 6 Largest Unsecured Creditors
ARCLIN GROUP: Files Chapter 11; Has Deal With Key Lenders
ARGOLYN BIOSCIENCE: Files for Chapter 7 Bankruptcy Protection

ASARCO LLC: Grupo Mexico Amends Plan to Provide Recovery Options
AVAYA INC: Plan to Buy Nortel Won't Affect S&P's 'B' Rating
BAILCO HARDWOODS: Case Summary & 20 Largest Unsecured Creditors
BANKUNITED FINANCIAL: Agrees to Share Documents With FDIC
BANKER'S STORE: Restates Fin'l Results for Period Ended Feb. 28

BARRINGTON BROADCASTING: S&P Junks Issue-Level Rating on Debt
BASHAS' INC: Fate of Remaining Stores Uncertain
BASIN WATER: Taps Epiq Bankruptcy as Claims Agent
BASIN WATER: U.S. Trustee Unable to Appoint Creditors Committee
BASIN WATER: Wants Amplio-Led Auction for All Assets

BERNARD KOSAR: Files Schedules of Assets and Liabilities
BERNARD MADOFF: Trustee Talks Settlements with Funds
BETTER BUILDINGS: Case Summary & 20 Largest Unsecured Creditors
BOUY BROTHERS BUILDERS: Case Summary 12 Largest Unsec. Creditors
BROADSTRIPE LLC: Seeks Exclusivity Extension; Panel Disputes Liens

BRUNO'S SUPERMARKETS: Disclosure Statement Hearing Set for Aug. 6
BRYAN DETERS: Case Summary & 2 Largest Unsecured Creditors
BSC DEVELOPMENT: Statler To Lose Two Key Tenants
C&C HOMECARE: Case Summary & 20 Largest Unsecured Creditors
CABRINI MEDICAL: Section 341(a) Meeting Scheduled for August 20

CABRINI MEDICAL: Selects Togut Segal as Counsel
CAMPBELL CORNERS: Case Summary & Largest Unsecured Creditor
CASTELLINO VILLAS: Case Summary & 18 Largest Unsecured Creditors
CCN LLC: Fitch Downgrades Short-Term Rating on Notes to 'C'
CHARTER COMMUNICATIONS: Confirmation Hearing Behind Schedule

CHARTER COMMUNICATIONS: Plan Exclusivity Extended Until Nov. 22
CIRCUIT CITY: Bankruptcy Causes 7% Drop in ACCO U.S. PC Sales
CIT GROUP: May Report at Least $1.5 Billion Loss for Q2 2009
CIT GROUP: Barclays Facility Requires Restructuring Plan by Oct. 1
CIT GROUP: FDIC, UDFI Require Bank Contingency Plan by Aug. 14

CITIGROUP INC: Andrew Hall Demands Co. to Honor 2009 Pay Package
CORPORACION DURANGO: Mexican Court Approves Reorganization Plan
CYBEX INTERNATIONAL: In Talks With Lenders for Covenant Waivers
DELPHI CORP: JPMorgan Bid Wins Auction; GM-Parnassus Bid as Backup
DELPHI CORP: Committee, Et Al., Object to Modified Plan

DELPHI CORP: Plan Exclusivity Extended to September 30
DELPHI CORP: Black, Et Al.'S Motion to Intervene in Cases
DELPHI CORP: J. Sumpter's Motion to Enforce COBRA Benefit
DELPHI CORP: Labor Dept. to Extend Help to 900 Saginaw Workers
DELTA PETROLEUM: Registers 93.7 Million Shares Held by Tracinda

DETROIT PUBLIC: Moody's Cuts Rating on $5.4 Mil. Bonds to 'B1'
DEVA APARTMENTS: Case Summary & 3 Largest Unsecured Creditors
DFI PROCEEDS: Court Confirms Joint Plan of Liquidation
DOT VN: Louisa Huynh Names Communications and Biz Dev't Director
E*TRADE FIN'L: Special Stockholders' Meeting on August 19

E*TRADE FIN'L: Narrows Net Loss to $143 Million for Q2 2009
EDUCATION MANAGEMENT: Moody's Upgrades Corp. Family Rating to 'B1'
ELAINE JEFFERS: Voluntary Chapter 11 Case Summary
ELECTROGLAS INC: U.S. Trustee Unable to Appoint Creditors Panel
ELECTROGLAS INC: Meeting of Creditors Scheduled for August 17

ELECTROGLAS INC: Wants Schedules Filing Extended Until September 7
ELECTROGLAS INC: Wants to Hire Pepper Hamilton as Counsel
ENNIS HOMES: Can Use Lenders' Cash Collateral Until July 31
ENUCLEUS INC: Case Summary & 20 Largest Unsecured Creditors
EXTENDED CARE CONCEPTS: Case Summary & 15 Largest Unsec. Creditors

FIFTH AVENUE PLACE: Case Summary & 20 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: Bankruptcy Case Stays in Miami
FRASER PAPERS: Canada Case Is Foreign Main Proceeding
FREDDIE MAC: Discloses Terms of CEO Haldeman's Employment
FREDDIE MAC: Files June 2009 Monthly Volume Summary

FREMONT GENERAL: Equity Committee Has Reorganization Plan
FRONTIER AIRLINES: Dist. Court Vacates Hardin's IBT CBA Ruling
FRONTIER AIRLINES: To Enter Into ACG Aircraft Lease Agreement
FRONTIER AIRLINES: Court OKs Transfer of Aircraft to Q Aviation
FRONTIER AIRLINES: Court Approves Assumption of CFM Agreements

FRONTIER AIRLINES: Assumption of Skytanking Agreements Approved
GEORGIA GULF: Lenders Extend Moratorium on Payments Until July 30
GLOBAL SAFETY: U.S. Trustee Names 3 Members to Creditors' Panel
GMS ACQUISITIONS: Voluntary Chapter 11 Case Summary
GOLDEN NUGGET: Moody's Downgrades Corporate Family Rating to 'Ca'

GOLDEN NUGGET: Agreement Amendment Cues S&P's to Junk Rating
GOLFERS' WAREHOUSE: U.S. Trustee Picks 7-Member Creditors' Panel
GREAT ATLANTIC: Moody's Assigns 'B3' Rating on $225 Mil. Notes
GREDE FOUNDRIES: Seeks Green-Light to Pay $775,000 Vickers Claim
GREEKTOWN HOLDINGS: Disclosure Statement Hearing on August 5

HALLWOOD ENERGY: Hall Phoenix/Inwood Files Competing Plan
HARRISON PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
HELIOS AMC: Fitch Upgrades Special Servicer Rating to 'CSS3+'
INDALEX HOLDINGS: Sold for $121 Million to Sapa Holding
INDEPENDENCE COUNTY: S&P Withdraws 'B-' Rating on $29.3 Mil. Bonds

INOVA TECHNOLOGY: Restates Financial Results for Fiscal 2007
INTEGRA BANK: Moody's Withdraws 'D' Bank Financial Strength Rating
INTEGRA TELECOM: Moody's Monitors Restructuring Developments
INTERCARE HEALTH: Case Summary & 20 Largest Unsecured Creditors
J.L. FRENCH: Files Schedules of Assets and Liabilities

JMG EXPLORATION: Posts $689,056 Net Loss in 2008
JMK RANCH LLC: Case Summary & 5 Largest Unsecured Creditors
JOHN KRAEMER: Case Summary & 8 Largest Unsecured Creditors
KB HOME: Commences Tender Offer for 6-3/8% Senior Notes Due 2011
KB HOME: Moody's Assigns 'B1' Rating on $265 Million Senior Notes

KB HOME: S&P Assigns 'BB-' Rating on $265 Million Senior Notes
KESSEL/DUFF CORPORATION: Case Summary 20 Largest Unsec. Creditors
LANDRY'S RESTAURANTS: Moody's Affirms 'B2' Corporate Family Rating
LANDRY'S RESTAURANTS: S&P Gives Negative Outlook; Keeps 'B' Rating
LAVATEC INC: Case Summary 20 Largest Unsecured Creditors

LEAR CORP: U.S. Trustee Slams Management Incentive Plan
LEAR CORP: To Keep Insurance Policies; Pay $980,000 Owed
LEAR CORP: To Sell De Minimis Assets in Ordinary Course
LEAR CORP: Southfield City Objects to DIP Financing, Cash Use
LEAR CORP: Credit Default Swaps Valued At 38.5 Cents in Auction

LEAR CORP: Canada Units' CCAA Restructuring Database
LEAR CORP: Canada Units Obtain CCAA Stay Order
LENNY DYKSTRA: Blames Financial Woes on Bogus Lawsuits
LESLIE PATTERSON: Case Summary & 20 Largest Unsecured Creditors
LIZBETH ESTEVEZ: Voluntary Chapter 9 Case Summary

LLS AMERICA: Files Chapter 11 in Las Vegas
LONGHORN PARTNERS: Court Approves Sale of Assets to Magellan
LOUISIANA FILM: Involuntary Chapter 11 Case Summary
LUCINDA JUNE WHITE: Voluntary Chapter 11 Case Summary
MAGNA ENTERTAINMENT: Creditors Want Standing to Sue Officers

MAGNACHIP SEMICONDUCTOR: Panel Taps Lowenstein Sandler as Counsel
MAGNACHIP SEMICONDUCTOR: Panel Taps MFC as Financial Advisors
MARC DREIER: Contents of Apartment to Be Auctioned Off August 21
MASONITE INT'L: Proposes Oct. 7 Extension of Removal Period
MASONITE INT'L: Taps KPMG U.S. as Advisors

MASONITE INT'L: Monitor Bills $602,931 for March-June Work
MASONITE INT'L: Kirkland Bills $1.3 Million for March-May Work
MCCLATCHY CO: Posts $42MM Net Income From Operations in Q2
MEMORY DENNIS CAIN: Case Summary & 20 Largest Unsecured Creditors
METALDYNE CORP: Court OKs Hephaestus, Revstone as Stalking Horse

METROMEDIA INT'L: Creditors Committee Wants Ch. 11 Trustee
MILACRON INC: Panel Says No New Evidence Shown to Justify Reversal
MILLER THOROUGHBRED: Case Summary 20 Largest Unsecured Creditors
MORTGAGES LTD: Emerges From Chapter 11 Bankruptcy
NATIONAL GOLD EXCHANGE: Case Summary & 20 Largest Unsec. Creditors

NEW YORK HOME: Case Summary & 5 Largest Unsecured Creditors
NEXPAK CORP: Assets Sold for $1.5 Million
NORWOOD PROMOTIONAL: Changes Name Following Sale to Societe Bic
NOVA BIOSOURCE: WestLB DIP Loan Requires Asset Sale by Sept. 14
NUTRITIONAL SOURCING: Aims at August Plan Confirmation

OCEANIA CRUISES: S&P Downgrades Corporate Credit Rating to 'B'
OPUS SOUTH: Has Sold Assets for More than $145 Million
OPUS WEST: Parties Object to Assets Sales
OPUS WEST: Parties React to Sale of Highland Village Property
OPUS WEST: Wants to Sell Interests In Arborwest

OPUS WEST: Gets Court Nod to Pay Employee Obligations
OXNARD GSRS: Can Access Cash Securing MBST Loan Until September 15
PACIFIC RIM: Posts $6.3 Million Net Loss in FY Ended April 30
PHILADELPHIA MEDIA: Creditors Have Until Aug. 21 to File Claims
PHILADELPHIA NEWSPAPERS: Seeks to Investigate Tape Recording

POMARE LTD: Plan Confirmation Hearing on September 14
PRO-HEALTH LLC: Can Access $1.5MM DIP Financing from Blaine Larsen
PROLINK SOLUTIONS: Personal Property Assets Auction on July 31
REAL MEX: Campbell & Miller Join Board; Polazzi and Patel Leave
ROSS GENEROSO SAMPAYAN: Voluntary Chapter 11 Case Summary

SEITEL INC: Liquidity Pressure Cues Moody's to Junk Ratings
SELECT COMFORT: July 4 Balance Sheet Upside-Down by $46.3 Million
SEMGROUP LP: Judge Shannon's Written Disclosure Statement Order
SEMGROUP LP: Seeks to Assign Sale Pacts to Ergon
SEMGROUP LP: To Assign Sales Commitments to NuStar Marketing

SEMGROUP LP: Harvest Funds Wants Stay Lifted to Serve Subpoenas
SEMGROUP LP: Asphalt Maintenance Wants to Pursue 3rd Party Suit
SEMGROUP LP: Weil Gotshal Bills $2.7 Million for March Work
SOLAR COMMUNITIES: Case Summary & 20 Largest Unsecured Creditors
SOLOMON DWEK: Brings 44 Arrests in New Jersey

SOUTHEAST WAFFLES: Phil Mickelson Behind Competing Plan
SPECTRUM BRANDS: Equity Holders to Appeal Plan Confirmation Order
SPECTRUM BRANDS: Settles Termination Claims With U.S. Bancorp
SPECTRUM BRANDS: Rejects Car Racing Sponsorship Pacts
SPECTRUM BRANDS: Expand Scope of Ernst & Young's Work

SPECTRUM BRANDS: Gets Court Nod for L&W as Co-Counsel
SUFFOLK READY MIX: Case Summary & 20 Largest Unsecured Creditors
TANGO GRILL: Files for Chapter 11 Bankruptcy Protection
TECK RESOURCES: S&P Changes Outlook to Stable; Keeps 'BB+' Rating
TERRA EXCAVATING: Voluntary Chapter 11 Case Summary

TONOPAH 419/INDIAN SCHOOL: Voluntary Chapter 11 Case Summary
US SHIPPING: Amends Plan Support Agreement with Lenders
VEYANCE TECHNOLOGIES: S&P Withdraws 'B-' Corporate Credit Rating
VINEYARD NATIONAL: Files Chapter 11 After Bank Takeover
WAMU MORTGAGE: Moody's Downgrades Ratings 14 2004-RP1 Tranches
WATERBROOK PENINSULA: Amends DIP Order Under Revised Budget

WATERFORD GAMING: S&P Affirms 'B' Issuer Credit Rating
WILD WEST: Preliminary Hearing Held on Founder's Fraud Case
WL HOMES: Court Approves Emaar as Lead Bidder at Aug. 20 Auction
WL HOMES: Binswanger and The Flynn Company to Market Properties
WL HOMES: Over 30 Res'l Properties to be Sold; Bids due August 17

* Bankruptcy and Restructuring Activity Increases 300% Y-O-Y
* Bankruptcy Exit Plans Filed in Eight Cases the Past Several Days

* One in 84 American Homes in Foreclosure or Default
* U.S. Home Price Decline in May Is Smallest in 10 Months

* Last Week's 3 Defaults Raise S&P Tally to 184
* U.S. Default Rate to Reach 13.9% by June 2010, Says S&P
* Weakest Links Ease to 285 as Defaults Mount, S&P Article Says

* Daniel Williams Joins PwC Restructuring & Recovery Services
* Harold Abramson, Dallas Bankruptcy Judge, Dies

* Large Companies With Insolvent Balance Sheets

                            *********

1031 TAX GROUP: Creditors' Professionals Give Up Fees
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, the Chapter 11
trustee for 1031 Tax Group LLC reached a settlement with the
official committee of unsecured creditors formed in the bankruptcy
cases.  Pursuant to the parties' settlement, professionals for the
Creditors Committee won't be paid the $3.7 million sought unless
victims of the Ponzi scheme are paid in full.  The Committee has
retained Greenberg Traurig LLP as counsel and Mesirow Financial
Inc as financial advisors.

As reported by the TCR on May 18, 2009, Gerard A. McHale, Jr., the
Chapter 11 trustee, sued owner Edward H. Okun for fraudulent
transfers and guaranty, conversion, and breach of fiduciary duty.
The Chapter 11 Trustee seeks to recover from Mr. Okun at least
$150 million he misappropriated based on claims of conversion,
breach of guaranty, and breach of fiduciary duties.

                     About The 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Thomas J. Weber, Esq., Melanie L. Cyganowski,
Esq., and Allen G. Kadish, Esq., at Greenberg Traurig, LLP,
represent the Official Committee of Unsecured Creditors.  The
Debtors' operating report for the month ended Sept. 30, 2007,
showed net loss of $67,903 on $0 revenues.  As of Sept. 30, 2007,
the Debtors had total assets of $164,231,012 and total liabilities
of $168,126,294, resulting in a total stockholders' deficit of
$3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury assets, and pay monies and bonuses
to other participants.


1910 PARTNERS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1910 Partners
        11921 Love Orchid Lease
        Las Vegas, NV 89138

Bankruptcy Case No.: 09-01682

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Bankruptcy Judge Robert J. Faris

Debtor's Counsel: Chuck C. Choi, Esq.
                  Wagner Choi & Verbrugge
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  Email: cchoi@hibklaw.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
18 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/hib09-01682.pdf

The petition was signed by Bruce Stark, authorized representative
of the Company.


ACCREDITED HOME: Rejects Kilroy Realty Lease Agreement
------------------------------------------------------
Kilroy Realty Corporation reports that during the second quarter
ended June 30, 2009, Accredited Home Lenders rejected the parties'
lease in bankruptcy.  Kilroy said it drew down the $1.9 million
letter of credit it held as credit support under the terms of the
lease.  Kilroy applied $1.6 million of the letter of credit
proceeds against the unbilled deferred rents receivable from
Accredited, and reversed $1.6 million of the allowance for bad
debts that it had recorded for the Accredited unbilled deferred
receivable in prior quarters.  The remaining $300,000 of letter of
credit proceeds was applied to rent owed under the Accredited
lease prior to the bankruptcy filing.

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

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

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


ACCREDITED HOME: Opposes Committee for Borrowers
------------------------------------------------
Accredited Home Lenders Holding Co. asks the Bankruptcy Court to
deny a request for an appointment of an official committee of
borrowers.  According to Bill Rochelle at Bloomberg News, the
borrowers are pushing for its own committee, on argument that
their interests would be in conflict with the interests of
creditors in the official committee of unsecured creditors.  The
borrowers, for example, would wish to have their mortgages voided
or modified, a result that would not be in the financial interest
of creditors generally.

The Company says another committee "would only increase expense."
Accredited Home notes that the chairman of the official committee
of unsecured creditors is a borrower.  The Company adds that it
would not be proper for an official committee to advocate the
legal rights of specific borrowers.

The Bankruptcy Court will convene a hearing on July 28.

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

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

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


ADVANCED MICRO: Posts $335 Million Net Loss in 2nd Quarter 2009
---------------------------------------------------------------
Advanced Micro Devices, Inc., posted a net loss of $335 million
for the second quarter ended June 27, 2009, compared to a net loss
of $1.188 billion for the second quarter ended June 28, 2008.

AMD posted a net loss of $749 million for the six months ended
June 27, 2009, compared to a net loss of $1.539 billion for the
six months ended June 28, 2008.

AMD in the 2009 second quarter reported a net loss attributable to
AMD common stockholders of $330 million or $0.49 per share, which
includes the net favorable impact of $86 million, or $0.13 per
share, primarily from the sale of inventory written-down in the
fourth fiscal quarter of 2008.  AMD's operating loss was
$249 million.

AMD reported revenue for the second quarter of 2009 of $1.184
billion.  Second quarter 2009 revenue was flat compared to the
first quarter of 2009 and decreased 13% compared to the second
quarter of 2008.

In the first quarter of 2009, AMD had revenue of $1.177 billion, a
net loss attributable to AMD common stockholders of $416 million
and an operating loss of $298 million.  In the second quarter of
2008, AMD had revenue from continuing operations of
$1.362 billion, a net loss attributable to AMD common stockholders
of $1.195 billion and an operating loss of $569 million.

In the second quarter of 2009, AMD Product Company reported a non-
GAAP net loss of $244 million and a non-GAAP operating loss of
$205 million.  In the first quarter of 2009, AMD Product Company
reported a non-GAAP net loss of $189 million and a non-GAAP
operating loss of $123 million.

Second quarter 2009 AMD gross margin was 37%, including a positive
impact of 8 percentage points due to a $98 million benefit from
the sale of inventory written down in the fourth quarter of 2008.
First quarter 2009 AMD gross margin was 43%, including a positive
impact of 5 percentage points due to a $64 million benefit from
the sale of inventory written down in the fourth quarter of 2008.
Second quarter 2009 AMD Product Company non-GAAP gross margin was
27% compared to 35% in the prior quarter.

At June 27, 2009, AMD had $8.68 billion in total assets;
$2.02 billion in total current liabilities, $221 million in
deferred income taxes, $5.24 billion in long-term debt and capital
lease obligations, $577 million in other long-term liabilities,
$1.08 billion in non-controlling interest; resulting in
$465 million in stockholders' deficit.

Considering current macroeconomic conditions, limited visibility
and historical seasonal patterns, AMD expects its Product Company
revenue to be up slightly for the third quarter of 2009.

"The AMD Product Company successfully executed its product and
technology roadmaps in the first half of the year, including
introducing the Six-Core AMD Opteron(TM) processor months ahead of
schedule.  While we increased cash, exceeded our revenue plan and
reduced operating expenses in the second quarter, gross margin was
disappointing," said Dirk Meyer, AMD president and CEO. "New
platform, microprocessor and graphics introductions planned for
the second half of 2009 position us well to improve margins and
meet our financial goals for the year."

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on May 26, 2009,
Fitch revised the senior unsecured debt rating on Advanced Micro
Devices to 'CC/RR6' from 'CCC/RR6'.  Fitch affirmed AMD's Issuer
Default Rating at 'B-'.  The Rating Outlook is Negative.

The TCR said on April 24, 2009, that Standard & Poor's Ratings
Services removed its ratings on AMD from CreditWatch and lowered
its corporate credit and senior secured ratings on the Company to
'CCC+' from 'B'.  S&P also revised the recovery rating on the
senior unsecured notes '4' from '3'.  The '4' recovery rating
reflects average (30%-50%) recovery in the event of a payment
default.  The ratings were placed on CreditWatch on April 8, 2009.
The outlook is negative.

"The rating action reflects our view of the risk that current
liquidity, at both AMD as a stand-alone entity and the
consolidated group, may be insufficient to adequately fund
expected near-term operating losses and debt amortization
requirements," said Standard & Poor's credit analyst Lucy
Patricola, "even giving consideration for future capital
investments by Advanced Technology Investment Corp."  The
financial support provided by the company's new partner, ATIC
(owned by the government of Abu Dhabi) only partly offsets this
factor.


AFFILIATED FOODS: Court to Consider Conversion Motion on August 13
------------------------------------------------------------------
Judge Richard Taylor of the United States Bankruptcy Court for the
Eastern District of Arkansas declined an invitation by Affiliated
Foods Southwest, Inc. and its affiliates to enter a preliminary
order for immediate conversion of their chapter 11 cases to
chapter 7 without notice and a hearing, NetDockets reports.

According to NetDockets, Judge Taylor denied the Debtors' request
absent notice and hearing.  Judge Taylor will hold a hearing
August 13, 2009, at 9:00 a.m.  Objections to the request are due
August 12.

As reported by the Troubled Company Reporter on July 24, 2009,
citing Mark Friedman at ArkansasBusiness.com, the Debtors told the
Court their inventory has been sold and that they have laid off
their remaining workers.  The Debtors said they couldn't get
additional liability and workers' compensation insurance coverage
beyond July 17.

NetDockets notes the Debtors' ability to use cash collateral
ceased on July 17, 2009.

The Debtors have sold all of their inventory to American Wholesale
Grocers and other purchasers.

The Debtors indicated they have discussed the request with their
lenders, the U.S. Trustee, and the Official Committee of Unsecured
Creditors and none of those parties objects to the conversion,
NetDockets says.

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


AMBASSADOR MEDIA: Files for Chapter 11 in Manhattan
---------------------------------------------------
Yellow pages publisher Ambassador Media Group LLC has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Southern District of New York, in Manhattan.

Court documents say that Ambassador Media listed $10 million to
$50 million in liabilities and $1 million to $10 million in
assets.

According to Bill Rochelle at Bloomberg News, the Company said
that bankruptcy was caused by the "secured lender losing
confidence in the debtor's ongoing operations."

The secured lender, RZB Finance LLC, is owed $4.2 million.
Accounts receivable securing the debt are $7.5 million.

Chief Executive Kathy Hipple said Bethel, Connecticut-based
RZB "no longer supports the debtor's efforts to continue as a
going concern."

Ms. Hipple said the yellow-pages business is and has been
profitable.  The operating loss of $2.5 million in 2008 was the
result of the discontinued internet division, she said.
Revenue in 2008 was $16 million.

Other Yellow pages publishers that have filed for bankruptcy are
Idearc Inc. and R.H. Donnelley and its Dex Media East and Dex
Media West subsidiaries.  These entities were hit by an
advertising downturn.

New York-based Ambassador Media Group is an independent, private-
equity-backed publisher, which does business as Ambassador Yellow
Pages, was founded in 1999.  It issued a Manhattan directory in
2000 and now publishes directories for every borough, including
two for Nassau County and a bilingual edition for the Bronx.
Ambassador Media has been expanding its business to the Web.


AMBASSADOR MEDIA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Ambassador Media Group LLC
           dba Ambassador Yellow Pages
        245 West 17th Street, 2nd Floor
        New York, NY 10011

Bankruptcy Case No.: 09-14603

Chapter 11 Petition Date: July 24, 2009

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  Email: smarkowitz@tarterkrinsky.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 Kathy Hipple, chief executive officer
of the Company.


AMERICAN COMMUNITY: Seeks Conversion of Cases to Chapter 7
----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, American Community
Newspapers LLC is asking the Bankruptcy Court to convert its
bankruptcy case to a liquidation under Chapter 7.  The Debtor says
that it has no funds to maintain its Chapter 11 case.

American Community sold its assets in June.  The secured lenders,
owed $107 million on a term loan and revolving credit, acquired
the assets for a $32 million credit against the loan. They also
pay the cost of curing defaults on contracts they took over plus
whatever was outstanding on the $5 million credit for Chapter 11
case that required a quick sale.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- had 86
newspapers, 14 other publications, and 85 Web sites serving
Minneapolis-St. Paul, Dallas, suburban Washington and Columbus,
Ohio.  The Company's award winning group of 86 newspapers and
fourteen niche publications reached approximately 1.4 million
households in the suburban communities surrounding these major
cities and enjoys market leading circulation penetration in all of
its markets.

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


ANAMA CORP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Anama Corp
        P.O Box 868
        Bronx, NY 10462

Bankruptcy Case No.: 09-14606

Chapter 11 Petition Date: July 24, 2009

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

Judge: Martin Glenn

Debtor's Counsel: John W. Freeman, Esq.
                  211-31 Jamaica Avenue
                  Queens Village, NY 11429
                  Tel: (347) 581-4485
                  Fax: (917) 386-2569
                  Email: spedlit625@aol.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Maria Alba, president of the Company.


ANTONIO ENTERPRISES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Antonio Enterprises, Inc.
        131 Old Northport Road
        Kings Park, NY 11754

Bankruptcy Case No.: 09-75485

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Michael G. McAuliffe, Esq.
                  48 South Service Road
                  Melville, NY 11747
                  Tel: (631) 465-0044
                  Email: mgmlaw@optonline.net

Total Assets: $2,500,603

Total Debts: $899,588

The Debtor identified Antonio Lopes with a disputed debt claim for
$600,000 as its largest unsecured creditor. A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

         http://bankrupt.com/misc/nyeb09-75485.pdf

The petition was signed by Anthony T. Persico, president of the
Company.


APPLERIDGE RETIREMENT: Undergoes Extensive Restructuring
--------------------------------------------------------
G. Jeffrey Aaron at Stargazette.com reports that Appleridge
Retirement Community Inc.'s senior citizen apartment complex is
undergoing an extensive restructuring aimed at boosting occupancy
rate and revenues.

According to Stargazette.com, the facility is raising its
community profile and generating additional income by letting area
non-profits to lease space for their various fundraisers and other
activities.  "They allow us to continue having those services
which are vital to the seniors living here on site.  They also are
a marketing tool for those who are thinking about living here, and
they help us create 'community' among the area non-profits," the
report quoted Bethany Village President and CEO Thomas Santobianco
as saying.

Stargazette.com relates that the results have been promising so
far, with about 70% of Appleridge Retirement's apartments
occupied.  Occupancy was less than half of the apartments when the
facility opened in 2001, says the report.

Citing Mr. Santobianco, Stargazette.com reports that Appleridge
Retirement is also current on bills it has incurred since its
bankruptcy filing.  According to the report, Mr. Santobianco said,
"We are paying our own way, but we still need to settle our long-
term debt issues."

Stargazette.com quoted Jack Benjamin, chairman of Appleridge
Retirement's board of directors, as saying, "The project is not
sustainable under the current debt load in this marketplace and
economy, and we have to make sure it is available in the future
for the residents and community.  With the previous debt load,
Appleridge would have gone out of business, and we don't want
that.  We would like to get (the bankruptcy) all wrapped up as
soon as possible and get to a normalized operating schedule.  But
these things do take time."

Stargazette.com relates that a hearing is set for September  to
consider a motion filed by Valstone Asset Management, which asks
the bankruptcy court to determine the value of its claim against
Appleridge Retirement.  Valstone, says the report, bought
Appleridge Retirement's defaulted mortgage from the Department of
Housing and Urban Development.  According to the report, Valstone
purchased the mortgage for $6 million, although it was for more
than $19 million.  The report states that Valstone claims it's due
the entire amount, and has asked the court to settle the
disagreement.

Valstone is entitled  to the amount it paid for the mortgage,
Stargazette.com reports, citing Appleridge Retirement.

Horseheads, New York-based Appleridge Retirement Community, Inc.,
owns apartments.  It filed for Chapter 11 bankruptcy protection on
Sept. 29, 2008 (Bankr. W.D. N.Y. Case No. 08-22508).  Stephen A.
Donato, Esq., at Bond, Schoeneck & King, PLLC, represents the
company in its restructuring effort.  The company listed assets of
$5,535,629 and debts of $26,767,620.


APPLIED SOLAR: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Applied Solar, Inc.
            fka Barnabus Energy, Inc.
            fka Baranabus Enterprises Ltd.
            fka Open Energy Corporation
        2012-A T.W. Alexander Drive
        PO Box 13887
        Durham, NC 27709

Bankruptcy Case No.: 09-12624

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    The Steel Network, Inc.                        09-81230

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: Bankruptcy Judge William L. Stocks

Debtor's Counsel: Katherine J. Clayton, Esq.
                  P.O. Box 1800
                  Raleigh, NC 27602
                  Tel: (919) 839-0300
                  Fax: (919) 839-0304
                  Email: kclayton@brookspierce.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 6 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/ncmb09-12624.pdf

The petition was signed by Edward R. di Girolamo, manager of the
Company.


ARCLIN GROUP: Files Chapter 11; Has Deal With Key Lenders
---------------------------------------------------------
The Arclin group of companies reached an agreement in principle
with certain key senior lenders on the terms of a financial
restructuring to strengthen the Company's balance sheet and
enhance financial flexibility.

Under terms of the agreement, Arclin's funded indebtedness will be
reduced from US$234 million to US$60 million.  A postpetition
financing facility of US$25 million is also part of the financial
restructuring.

To facilitate its financial restructuring, Arclin on Monday
elected to file for court-supervised restructuring proceedings in
the United States and in Canada.  Arclin's U.S. companies --
Arclin US Holdnigs, Inc.; Marmorandum LLC; Arclin Chemicals
Holding Inc.; Arclin Industries U.S.A., Inc; Arclin Fort Smith
Inc., Arclin U.S.A. Inc.; and Arclin Surfaces Inc. -- have filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware.  Arclin's Canadian companies have made a
filing with the Ontario Superior Court of Justice and have
obtained an Initial Order authorizing Arclin to reorganize under
the Companies' Creditors Arrangement Act.

Arclin's subsidiaries in Mexico are not included in the filings.
Moreover, the Mexican affiliates -- Arclin Mexican Holdings S.A.
de C.V., Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de
C.V. -- are not subject to any insolvency proceedings.

Claudio D'Ambrosio, Arclin's President and Chief Executive
Officer, said, "We are very pleased to have reached an agreement
in principle with certain of our key senior lenders, which we
believe underscores their confidence in our business, and
represents an important step forward for our company.  Although
our operations are strong and our diverse portfolio of businesses
has helped us maintain positive operating EBITDA in 2009,
continued weakness in our core markets has reduced our cash flow
and our ability to comply with certain covenants under our debt
obligations.  Our current capital structure was put in place in
2007, under a different economic climate and at the top of the
last business cycle.  We are now taking appropriate steps to align
our capital structure with the realities of today's markets and
economy.  Having reviewed the options available, we determined
that the court-supervised restructuring proceedings will
accelerate -- and finalize -- our financial restructuring and that
this is the best course of action for Arclin.  This restructuring
process will allow us to continue to support our customers,
suppliers and employees while we work to enhance Arclin's position
as a strong and innovative supplier."

                    US$25 Million DIP Financing

In conjunction with the filings, Arclin has received a commitment
for US$25 million in financing.  Upon approval by the U.S.
Bankruptcy Court and the Ontario Superior Court of Justice, the
new financing, combined with cash generated from the Company's
ongoing operations, will be used to support the business during
the restructuring process.  Arclin intends to continue to meet its
obligations going forward to its customers, suppliers and
employees.

Mr. D'Ambrosio added, "We look forward to working together with
all of our stakeholders to complete a successful financial
restructuring.  Arclin remains committed to providing our
customers with innovative bonding and surfacing solutions for
today's building and construction, engineered materials and
natural resource markets.  We appreciate the ongoing dedication of
all of our employees, whose hard work is critical to our success
and the future of Arclin.  I also would like to thank our
customers, suppliers, lenders and business partners for their
support as we work to position Arclin for continued profitable
growth."

Arclin has established a toll-free Restructuring Information
Hotline for interested parties, at (866) 967-1787 in the U.S. or
at (888) 802-3216 in Canada.

                             About Arclin

Based in Mississauga, Ontario, Arclin is a privately held provider
of bonding and surfacing solutions for the building and
construction, engineered materials and natural resource markets.
Arclin provides bonding solutions for a number of applications
including wood based panels, engineered wood, non-wovens and paper
impregnation.  As of June 30, 2009, the Debtors had assets of
roughly $277.2 million and liabilities of roughly $312.0 million
on a consolidated basis.


ARGOLYN BIOSCIENCE: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Jonathan Matsey posted at The Wall Street Journal blog, Venture
Capital Dispatch, that Argolyn Bioscience Inc. has filed for
Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for
the Middle District of North Carolina after preclinical studies
didn't show convincing enough data to proceed with the development
of its lead pain drug.

Venture Capital Dispatch quoted Suzanne Cantando, communications
director for investor Intersouth Partners, as saying, "It was an
early-stage drug development company and the company had a lead
compound for pain.  The preclinical studies showed that it just
wasn't potent enough, given how crowded the pain market is."

Argolyn Bioscience's decision to file for Chapter 7 bankruptcy was
amicable between the Company and its investors and luckily came
before expensive clinical trials were underway, Venture Capital
says, citing Ms. Cantando.

Argolyn Bioscience listed $73,342 in assets and $452,811 in
liabilities, says Venture Capital Dispatch.  Argolyn Bioscience's
largest creditors include:

     -- Genzyme Corp., owed about $267,000;
     -- Thermo Electron Financial, owed about $68,498; and
     -- ARE-7030 Kit Creek LLC, owed about $25,980.

Durham, North Carolina-based Argolyn Bioscience Inc. is a Peptide
drug developer.  It was founded in May 2002 with technology
developed by Thomas A. Dix, professor at the Medical University of
South Carolina, around the use of proprietary amino acid analogues
combined with bioactive peptides to create more viable drug
candidates.


ASARCO LLC: Grupo Mexico Amends Plan to Provide Recovery Options
----------------------------------------------------------------
Grupo Mexico said its subsidiary Americas Mining Corporation
submitted a supplement to its Reorganization Plan designed to
provide ASARCO's creditors with enhanced flexibility, more
certainty and superior value.

The new terms relate to the litigation pending in Brownsville,
Texas and offer greater choice to creditors designed to correspond
specifically to their needs.  AMC is convinced that the judgment
against it will be reversed on appeal.  However, while some
creditors want a higher immediate cash recovery not dependant on
the outcome of the Brownsville litigation, others believe that the
merits of a judgment against AMC in the Brownsville proceedings
would be sufficient to satisfy 100% of their claims plus interest
accruing since August 10, 2005, the date of ASARCO's bankruptcy
filing.  For that reason, to satisfy the various payment
preferences among the creditors, the new Plan offers creditors the
option of choosing between:

     (A) AMC's current Plan, which consists of the payment in full
         of the principal amount of the claims and a projected 97%
         cash recovery on close; or

     (B) the same terms and conditions available under the
         Debtors' Plan, which preserves their litigation rights in
         connection with the Brownsville proceedings, with two
         significant improvements.

In addition to the Brownsville litigation rights, the AMC Plan
additionally offers the litigation rights against Sterlite for its
breach of its $2.6 billion cash contract to buy ASARCO, and
second, it will offer additional cash at close in the amount that
would be generated by converting the 9-year non-interest bearing
promissory note under the Debtors' Plan to its present cash value.

                  AMC to Pursue Brownsville Appeal

AMC intends to pursue its appeal of the Brownsville litigation
until there is a final adjudication to determine whether AMC is
liable.  In the event that the decision is unfavorable, it will
offer creditors up to 100% of the value of the claims as allowed
by the bankruptcy judge plus postpetition interest, amounting to
payment estimated to be a maximum of $428 million.

In sum, each creditor that votes for the AMC Plan (subject to
confirmation) will be able to choose one of the three
alternatives:

     (A) Original AMC Plan: Recover 100% of the value of the
         claims: 97% in the form of payments in cash and
         equivalents, consisting of $3.152 billion, as well as the
         remaining 3% from amounts recovered from various
         litigation proceedings, including against Sterlite.

     (B) Debtors' Plan with Improvements: AMC is offering
         precisely the same terms as the Debtors' Plan, with
         additional improvements. This option consists of a
         payment of $1.1 billion on the closing date of the
         confirmed Plan, plus a 9-year promissory note in the
         amount of $770 million paying no interest which the
         Debtors assert has a present value of $309 million,
         amounting to $2.809 billion, plus recoveries against the
         Parent under the Brownsville litigation up to full
         principal plus post-petition interest.

         Importantly in addition, this alternative also offers
         litigation rights against Sterlite for the aforementioned
         breach of contract claim and, unlike the promissory note
         solely from Sterlite under the Debtors' Plan, the
         promissory note under the AMC Plan will be guaranteed by
         AMC.

     (C) Debtors' Plan in Cash: The option offers the same terms
         as (B) but gives creditors the option of converting their
         back-loaded 9 year recovery under the $770 million 0%
         interest promissory note through a cash exchange on the
         closing date. The present value of this note is
         $309 million.

AMC continues to believe that the bankruptcy Plan it has filed for
ASARCO offers greater value and more immediate cash than the Plan
filed by the Debtors.  To preclude any possibility that a creditor
could consider the Debtor's Plan to be superior, however, AMC has
determined not only to match the terms of the Debtors' Plan, but
to improve upon those terms by first contributing the breach of
contract claims against Sterlite and also offering cash instead of
the non-interest bearing Sterlite "copper note."

In addition, after lengthy negotiation with creditor constituents,
AMC has made $125 million in cash immediately forfeitable through
sale of stock in a good faith escrow if AMC withdraws or adversely
amends its Plan, and $1.3 billion in cash fully forfeitable if it
does not meet the strict conditions of its Plan after
confirmation.  Grupo Mexico, with $1.4 billion in cash on its
balance sheet, has also signed an agreement with AMC to provide
any cash necessary to fund the AMC Plan.  According to Grupo
Mexico, Sterlite has only $125 million at stake to support its
Plan and its corporate parent is offering no guaranty of its
"copper note" and no support for the cash requirements under the
Debtors' Plan.

With this amendment of its Plan, Grupo Mexico meets the individual
objectives of each one of ASARCO's creditors, demonstrating its
commitment to offer these creditors the highest value and the best
recovery alternatives in its continued resolve to successfully
reorganize its subsidiary, ASARCO.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
US$2.6 billion.  By October 2008, ASARCO LLC informed the Court
that Sterlite refused to close the proposed sale and thus, the
Original Plan could not be confirmed.  The parties has since
renewed their purchase and sale agreement and ASARCO LLC has
obtained Court approval of a settlement and release contained in
the new PSA for the sale of the ASARCO assets for US$1.1 billion
in cash and a US$600 million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to US$2.7 billion in cash and a
US$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

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


AVAYA INC: Plan to Buy Nortel 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.


BAILCO HARDWOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bailco Hardwoods, Inc.
            dba Hardwood Flooring Center
            dba Hardwood Flooring Designs
            dba Hardwood Flooring Expo
        PO Box 2468
        Hickory, NC 28603

Bankruptcy Case No.: 09-40597

Chapter 11 Petition Date: July 25, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: Jimmy R. Summerlin Jr., Esq.
                  Young, Morphis, Bach & Taylor, L.L.P.
                  P.O. Drawer 2428
                  400 Second Ave., NW
                  Hickory, NC 28603
                  Tel: (828) 322-4663
                  Fax: (828) 322-2023
                  Email: jimmys@hickorylaw.com

Total Assets: $782,805

Total Debts: $2,076,787

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/ncwb09-40597.pdf

The petition was signed by Marcus E. Bailey, president of the
Company.


BANKUNITED FINANCIAL: Agrees to Share Documents With FDIC
---------------------------------------------------------
According to Bloomberg's Bill Rochelle, BankUnited Financial Corp.
worked out an arrangement for sharing information with the Federal
Deposit Insurance Corp. and the purchaser of the bank.

Under the protocol, BankUnited Financial, the holding company
whose bank was taken over and sold by regulators in May, is to
have possession of documents related solely to the holding
company, while documents pertaining only to the bank or both to
the bank and the holding company will be in possession of the FDIC
and the purchaser. The parties not in possession are entitled at
their expense to inspect and copy the others' documents so long as
they aren't privileged.

BankUnited Financial Corporation -- http://www.bankunited.com/--
was the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of
May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 21 appointed three creditors to serve
on the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.

The Debtors' financial condition as of March 31, 2009, showed
total assets of $37,729,520 and total debts of $559,740,185.  The
Debtors have $237,261,000 trust preferred securities, $120,000,000
convertible subordinated senior notes, $12,500,000 junior
subordinated debentures, and $184,000,000 convertible subordinated
senior HiMEDS.  The Debtors listed 1,226,853 noncumulative
convertible preferred stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BANKER'S STORE: Restates Fin'l Results for Period Ended Feb. 28
---------------------------------------------------------------
The Banker's Store, Inc., filed with the Securities and Exchange
Commission a restatement of its results of operations for the nine
and three months ended February 28, 2009.

The Company stated that it incurred a net loss from operations
during the nine months ended February 28, 2009, of $596,035 as
compared to a net loss from operations of $152,732 for the nine
months ended February 29, 2008.  The Company incurred a net loss
from operation during the three months ended February 28, 2009, of
$209,416 as compared to a net loss from operations of $58,688 for
the three months ended February 29, 2008.

At February 28, 2009 the company's working capital had decreased
by $553,563 from the year ended May 31, 2008.  The decrease in
working capital was the result of the additional expenditures and
expenditures not intended associated with the acquisition of the
Tampa, Florida operations.

The Company will continue to evaluate financing arrangements,
opportunities to grow in its expanded geographic markets and
product markets, transition into related product and service
markets, further penetrate various access control markets, partner
with suppliers to provide downstream customers improved service
and may seek additional sales personnel to penetrate both new
markets and potential customers in existing markets.

At February 28, 2009, the Company's balance sheet showed total
assets of $2,273,311, total liabilities of $2,196,847 and
stockholders' equity of $76,464.

                       Going Concern Doubt

The Company related that these factors may indicate that the
Company may be unable to continue as a going concern.  The
Company's incurred net loss, negative cash flows from operations
of $721,279, exclusive of the effects of the acquisition of
Chesscom Consultant's Inc. of $437,811, for the nine month
period ended Feb. 28, 2009, and an accumulated deficit of
$1,153,135 as of February 28, 2009.

The Company's continued existence is dependent upon management's
ability to develop profitable operations and resolve its liquidity
problems.

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

                http://ResearchArchives.com/t/s?400c

On July 24, 2009, the Company filed with the SEC a restatement for
its financial results for quarter ended November 30, 2008.

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

                http://ResearchArchives.com/t/s?400b

                       About Banker's Store

The Banker's Store, Inc., was established in 1968.  It remained
dormant for many years until it completed the acquisition of B.G.
Banking Equipment, Inc., and Financial Building Equipment
Exchange, Inc.  These acquisitions introduced the company to the
business of buying, selling, refurbishing and trading new and
refurbished financial equipment for banks and other financial
institutions.  Pursuant to the June 2008 Board of Directors
resolution the company expanded its Corporate Information
Statement to pursue other lines of business including security,
ecommerce, power, energy and transportation.


BARRINGTON BROADCASTING: S&P Junks Issue-Level Rating on Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Barrington Broadcasting Group LLC's secured credit
facilities to '3' from '2'.  The '3' recovery rating indicates the
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  S&P also lowered the issue-level rating on this
debt to 'CCC+' (at the same level as the 'CCC+' corporate credit
rating on parent Barrington Broadcasting LLC) from 'B-', in
accordance with S&P's notching criteria for a '3' recovery rating.

The revision of the recovery rating on the secured loans reflects
a lower enterprise value than S&P had used in its previous
analysis, as S&P's current estimate of EBITDA levels at default
are now meaningfully lower than those previously used.  In
addition, S&P revised its emergence EBITDA multiple to 5.0x from
5.5x, based on S&P's assumption that an extended period of market
liquidity contraction will cause providers of exit financing to
mandate a capital structure with lower debt leverage than S&P has
historically seen.  As a result, S&P's default scenario assumes a
smaller number of buyers, which, in conjunction with declining
industry fundamentals, results in downward pressure on resale
multiples.

The corporate credit rating on parent Barrington Broadcasting LLC
is 'CCC+' and remains unchanged.  The rating outlook is stable.
The rating reflects:

* The U.S. TV station group's heavy debt burden compared with its
  narrow cash flow base;

* Intensifying competition for audiences and advertisers from
  traditional and nontraditional media;

* TV advertising's vulnerability to economic downturns and
  election cycles; and

* Competition from other major network-affiliated stations that
  have parent companies with greater financial resources.

Modest positives are the competitive positions of Barrington's
major network-affiliated TV stations, along with the good margin
and cash flow potential of broadcasting.


BASHAS' INC: Fate of Remaining Stores Uncertain
-----------------------------------------------
Diane Saunders at Eastern Arizona Courier reports that Bashas'
Inc. spokesperson Rob Johnson said that the Company has enough
money to keep remaining stores open, stock shelves, and pay
employees.  The Courier relates that this doesn't mean that the
stores will remain open in the long term.

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

The Courier relates that Bashas' officials are looking at the
performance of 148 stores that remain open in Arizona and
Mr. Johnson said that the Company's stores in rural areas,
including the Thatcher and Morenci stores tend to do well.  The
Courier quoted Mr. Johnson as saying, "We have not determined what
additional stores will be closed."

Citing Mr. Johnson, The Courier states that two Bashas' stores in
rural areas have closed -- the Payson and Prescott locations.

Bashas' officials are renegotiating leases with its landlords,
according to The Courier.  According to The Courier, Mr. Johnson
said that most Bashas' stores are in leased buildings.  The
Courier notes that due to declining real estate market, reduced
rents could be possible.

Bashas' officials expect the Company to emerge from bankruptcy in
2010, The Courier reports.

Bashas' Inc. is a 77-year-old grocery chain in Chandler, Arizona.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Bashas'
listed $100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


BASIN WATER: Taps Epiq Bankruptcy as Claims Agent
-------------------------------------------------
Basin Water Inc. and Basin Water-MPT Inc. ask the U.S. Bankruptcy
Court for the District of Delaware to employ Epiq Bankruptcy
Solutions LLC as their claims, notice and balloting agent.

The firm will:

   a) transmit certain notices to creditors and parties in
      interest in these Chapter 11 cases;

   b) receive, docket, maintain, photocopy and transmit proofs of
      claim;

   c) oversee the distribution of solicitation material; and

   d) perform other administrative tasks such as maintaining
      creditor list and mailin notices.

The firm's current hourly rates are:

      Designation                  Hourly Rate
      -----------                  -----------
      Senior Consultant              $295
      Senior Case Manager          $225-$275
      Case Manager (Level 2)       $185-$220
      IT Programming Consultant    $140-$190
      Case Manager (Level 1)       $125-$175
      Clerk                         $40-$60

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Basin Water

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

The Company and its affiliate, Basin Water-MPT Inc., filed for
Chapter 11 protection on July 16, 2009 (Bankr. D. Del. Lead Case
No. 09-12526).  Jaime Luton, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $50,599,051 in total
assets and $14,235,275 in total liabilities.


BASIN WATER: U.S. Trustee Unable to Appoint Creditors Committee
---------------------------------------------------------------
The U.S. Trustee for Region 3 notified the U.S. Bankruptcy Court
for the District of Delaware that no committee of unsecured
creditors was appointed in Basin Water, Inc. and its debtor-
affiliates' Chapter 11 case, due to insufficient response.

Based in Rancho Cucamonga, California, Basin Water, Inc. --
http://www.basinwater.com/-- aka Basin Water Technology Group,
Inc. designs, builds and implements systems for the treatment of
contaminated groundwater, industrial process water and air streams
from municipal and industrial sources.

Basin Water and its affiliate, Basin Water-MPT, Inc., filed for
Chapter 11 on July 16, 2009 (Bankr. D. Del. Case No. 09-12526)
Jaime Luton, Esq., and Michael R. Nestor, Esq. at Young Conaway
Stargatt & Taylor represent the Debtors in their restructuring
efforts.  The Debtors listed total assets of $50,599,051 and total
debts of $14,235,275.


BASIN WATER: Wants Amplio-Led Auction for All Assets
----------------------------------------------------
Basin Water Inc. and Basin Water-MPT Inc. ask the U.S. Bankruptcy
Court for the District of Delaware to approve proposed bidding
procedures to govern the sale of substantially all of their
assets.

A hearing is set for July 28, 2009, at 9:30 a.m., to consider
approval of the Debtors' request.  Objections, if any, will be
entertained on that day.

Amplio Filtration Holdings Inc. was named stalking-horse bidder
for the Debtors' assets.  No other potentially interested party
has made any commitments with respect to the acquisition and
investment in the Debtors, the Debtors noted.  Under the
agreement, the purchase price will be cash in an amount equal to
$2 million, less:

     i) applicable final cure costs; and

    ii) the amount by which $2.9 million exceeds the acquired
        receivables amount as of the closing.

The sale process will enable them to consummate a going-concern
sale of all of their assets and maximize the value of their
estates for all interested parties, according to the Debtors.

The Debtors seek to have the sale hearing scheduled no later than
August 26, 2009, if no competing bids are received, and August 28,
2009, if a competing offer is received.

Amplio will receive a break-up fee of $75,000 if the Debtors
consummate the sale to another party.

                         About Basin Water

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

The Company and its affiliate, Basin Water-MPT Inc., filed for
Chapter 11 protection on July 16, 2009 (Bankr. D. Del. Lead Case
No. 09-12526).  Jaime Luton, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $50,599,051 in total
assets and $14,235,275 in total liabilities.


BERNARD KOSAR: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Bernard J. Kosar, Jr., filed with the U.S. Bankruptcy Court for
the Southern District of Florida his schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------              ----------     -----------
  A. Real Property                 $3,500,000
  B. Personal Property             $5,669,357
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,037,549
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $187,915
  F. Creditors Holding

     Unsecured Non-priority
     Claims                                       $16,706,948
                                   ----------     -----------
TOTAL                              $9,169,357     $18,932,413

A copy of Bernard Kosar's SAL is available at:

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

Bernie J. Kosar, Jr., 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 on June 19, 2009 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar.  Mr. Kosar listed assets between $1 million and
$10 million, and debts between $10 million and $50 million.  A
list of the Mr. Kosar's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/flsb09-22371.pdf


BERNARD MADOFF: Trustee Talks Settlements with Funds
----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Irving H. Picard,
the trustee for Bernard L. Madoff Investment Securities Inc., is
in discussions to settle the $3.54 billion lawsuit he filed in May
against three hedge funds of Fairfield Greenwich Group.  The
trustee contends in the fraudulent transfer suit that he is
entitled to take back $3.2 billion withdrawn within six years and
$1.2 billion taken out in 90 days before bankruptcy.

Mr. Picard is also talking settlement with Kingate Global Fund
Ltd., which he sued in April along with affiliated funds to
recover $395 million.

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Mr. Madoff's fraud were allegedly at
least US$50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors.


BETTER BUILDINGS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Better Buildings & Apartments, LLC
           dba The Birches Townhouses
        1466 Birch Bend Road
        Memphis, TN 38116

Bankruptcy Case No.: 09-28011

Chapter 11 Petition Date: July 25, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Russell W. Savory, Esq.
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Email: russell.savory@gwsblaw.com

Total Assets: $2,930,500

Total Debts: $2,921,221

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/tnwb09-28011.pdf

The petition was signed by William A. Sparano, member of the
Company.


BOUY BROTHERS BUILDERS: Case Summary 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Bouy Brothers Builders, Inc.
        2805C Roger Lacey Avenue
        Savannah, GA 31404

Bankruptcy Case No.: 09-41589

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  Email: mccallarlawfirm@aol.com

Total Assets: $6,280,447

Total Debts: $4,086,310

A list of the Company's 12 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/gasb09-41589.pdf

The petition was signed by Mark T. Bouy, president of the Company.


BROADSTRIPE LLC: Seeks Exclusivity Extension; Panel Disputes Liens
------------------------------------------------------------------
Broadstripe LLC asks the U.S. Bankruptcy Court for the District of
Delaware to extend, for the second time, its exclusive period to
propose a Chapter 11 plan.  Broadstripe wants the deadline
extended to October 29.

Broadstripe already filed a reorganization plan to carry out an
agreement reached before the Chapter 11 filing with holders of the
first- and second-lien debt.  However, a lawsuit by the official
committee of unsecured creditors that seeks to invalidate the
lenders' liens remains unresolved, Bill Rochelle at Bloomberg News
relates.  Until the suit is resolved, the Committee won't support
a plan that recognizes the validity of the lenders' claims.

Broadstripe LLC and its debtor-affiliates delivered on Jan. 15,
2009, to the Hon. Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware a Chapter 11 plan of
reorganization and a disclosure statement explaining the plan.
According the Debtors, plan is the result of extensive
negotiations among the Debtors and those first lien lenders and
second lien lenders holding more than two-thirds of the first lien
note claims and the second lien note claims, respectively.
Subject to the terms of the plan support agreement, these holders
of the Debtors' senior secured indebtedness have agreed to support
and vote in favor of the plan.

The Debtors' senior secured obligations under the First Lien
Credit Agreement will be exchanged for new debt and convertible
debt instruments issued by the Reorganized Debtor.  The Debtors'
junior secured obligations under the Second Lien Credit Agreement
and their remaining General Unsecured Claims against Debtors other
than Broadstripe Capital LLC will be converted to equity through
the issuance of New Members Interests in the Reorganized Debtor.

A full-text copy of the Debtors' Chapter 11 Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?3878

A full-text copy of the Debtors' Disclosure Statement is available
for free at: http://ResearchArchives.com/t/s?3879

The first lien credit facility consists of a revolving credit
facility and a term loan, which bear interest at the Base Rate
plus the applicable rate for portions and the Eurodollar rate plus
applicable rate.  As of Dec. 31, 2008, the amount outstanding
under (i) the credit facility was $10.2 million priced at LIBOR
plus 7%, and (ii) the term loan was $170.6 million -- excluding
incurred but unpaid expenses -- priced at LIBOR plus 7%.  On the
one hand,  the second lien credit facility comprised of two term
loans: term loan C and term loan D, which provide for cash
interest to be paid on the term loans in an amount equal to LIBOR,
and PIK interest accrued on the term loans for the balance.  In
March 2008, the PIK interest terms of the loans were made
consistent and now accrue at 14.5% per annum under the first
amended second lien credit facility.  As of Dec. 31, 2008, the
total aggregate amount under the loans was about $102.1 million --
excluding incurred but unpaid expenses.  The first lien credit
facility is secured by first liens on and security interest in
substantially all of the Debtors' assets while the other facility
is secured by second priority liens on and security interest in
substantially all of the Debtors' assets.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Ashby & Geddes, and Gardere Wynne Sewell
LLP represent the Debtors in their restructuring efforts.  The
Debtors proposed FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million in their petition

The U.S. Bankruptcy Court for the District of Delaware has
approved sale procedures proposed by the Chapter 7 trustee, under
which Emaar Properties PJSC will be the lead bidder at an August
20 auction for WL Homes LLC.


BRUNO'S SUPERMARKETS: Disclosure Statement Hearing Set for Aug. 6
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on August 6 to
consider the adequacy of information in the disclosure statement
explaining Bruno's Supermarkets LLC's liquidating plan.

As reported by the Troubled Company Reporter on June 29, 2009,
Bruno's has filed with the U.S. Bankruptcy Court for the Northern
District of Alabama a disclosure statement with respect to its
plan of liquidation dated June 19, 2009.  The hearing to consider
the "adequacy" of the disclosure statement for Debtor's plan of
liquidation dated June 19, 2009, pursuant to Section 1125 of the
Bankruptcy Code, is set for August 6, at 1:30 p.m.

Upon the Plan's effective date, substantially all of the Debtor's
assets would have been sold to Southern Family Markets, LLC.  The
Plan provides for the liquidation of the Debtor's remaining assets
and the distribution of the net proceeds by a Liquidating Trustee
to the Debtor's creditors.  The Plan further provides for the
termination of all interests in the Debtors and the dissolution
and wind up of the affairs of the Debtor.

A full-text copy of the disclosure statement explaining the
Debtors' plan of liquidation dated June 19, 2009, is available at:

             http://bankrupt.com/misc/bruno'sDS.pdf

                          About Bruno's

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995. The current
owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


BRYAN DETERS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bryan Leigh Deters
           dba Foothill Mortgage
        2377 W. Foothill Blvd. # 7
        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' 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 To Lose Two Key Tenants
------------------------------------------------
James Fink at Business First of Buffalo reports that Western New
York Dental Group said that the company will end its almost 40-
year tenancy at BSC Development BUF LLC's Statler Towers on
July 31.

According to Business First, Western New York Dental's Statler
offices will be merged into its existing Buffalo locations in the
Seton Building on Main Street and near Delaware and Hertel
avenues.

Western New York Dental founder Dr. Robert Gianadda said that
Statler's unsettled ownership was the primary reason for the
company's pull-out, Business First states.

The state Worker's Compensation Board -- which occupied almost
25,000-square-feet in the Statler and paid almost $20,000 in
monthly rent -- will also vacate the Statler and transfer its
offices to the historic Cyclorama building along Edward Street,
Business First says, citing sources.

Business First notes that losing the Worker's Compensation and
Western New York Dental are considered as a dual blow for Statler
in terms of its position as one of the building's anchor tenants
and the revenues it generated.

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).


C&C HOMECARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: C&C Homecare Inc.
        125 Newton Road, Suite 300
        Plainview, NY 11803

Bankruptcy Case No.: 09-75460

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Adam P. Wofse, Esq.
                  Lamonica Herbst & Maniscalco LLP
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  Email: AWofse@lhmlawfirm.com

                  Salvatore LaMonica, Esq.
                  Lamonica Herbst & Maniscalco LLP
                  3305 Jerusalem Avenue, Suite 201
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  Email:sl@lmhmlawfirm.com

Total Assets: $1,790,279

Total Debts: $ 8,208,004

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/nyeb09-75460.pdf

The petition was signed by David Horowitz, president of the
Company.


CABRINI MEDICAL: Section 341(a) Meeting Scheduled for August 20
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Cabrini Medical Center's Chapter 11 case on Aug. 20, 2009, at
2:30 p.m.  The meeting will be held at the Office of the United
States Trustee, 80 Broad Street, Fourth Floor, New York City.

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.

Cabrini Medical Center was founded in 1892 by a woman who would be
known as Mother Cabrini, and was later canonized as Saint Frances
Xavier Cabrini.  She sought funding from the Vatican for the
hospital as a facility to treat poor immigrant Italians in New
York.  The hospital is being sponsored by the Provincial of the
Missionary Sisters of the Sacred Heart of Jesus, Stella Maris
Province.

The Company filed for Chapter 11 bankruptcy protection on July 9,
2009 (Bankr. S.D. N.Y. Case No. 09-14398).  Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.


CABRINI MEDICAL: Selects Togut Segal as Counsel
-----------------------------------------------
Cabrini Medical Center asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Togut,
Segal & Segal LLP as its counsel.

The firm will:

   a) advise the Debtor regarding its powers and duties as debtor-
      in-possession in the continued management and operation of
      its business and properties;

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

   c) take necessary action to protect and preserve the Debtor's
      estate, including prosecuting actions on the Debtor's
      behalf, defending actions commenced against the Debtor and
      representing the Debtor's interests in negotiations
      concerning litigation in which the Debtor is involved,
      including, but not limited to, objections to claims filed
      against the estate;

   d) prepare on the Debtor's behalf motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estate;

   e) negotiate and prepare on behalf of the Debtor a Chapter 11
      plan and all related documents;

   f) represent the Debtor in obtaining authorization for post-
      petition financing;

   g) appear before this Court and any appellate courts and
      protecting the interests of the Debtor's estate before these
      Courts; and

   h) perform other necessary legal services and provide other
      necessary legal advice to the Debtor in connection with this
      Chapter 11 Case.

The firm's current compensation rates are:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners                     $760-$890
      Associates and Counsels      $295-$680
      Paralegals and Law Clerks    $135-$265

The Debtor assures the Court that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.


CAMPBELL CORNERS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Campbell Corners Limited Partnership I
        11340 Olympic Blvd., #210
        Los Angeles, CA 90064

Bankruptcy Case No.: 09-29222

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Blvd., Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: rb@lnbrb.com

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

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

The Debtor identified Picerne with a disputed debt claim for
$1,158,168 as its largest unsecured creditor.  A full-text copy of
the Debtor's petition is available for free at:

        http://bankrupt.com/misc/cacb09-29222.pdf

The petition was signed by Robert C. Kopple, manager of the
Company.


CASTELLINO VILLAS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Castellino Villas, a K.F. LLC
        11340 Olympic Blvd., #210
        Los Angeles, CA 90064

Case No.: 09-29228

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Ron Bender, Esq.
            10250 Constellation Blvd., Ste 1700
            Los Angeles, CA 90067
            Tel: (310) 229-1234
            Email: rb@lnbrb.com

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

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

The petition was signed by Robert C. Kopple, the company's
manager.

Debtor's List of 18 Largest Unsecured Creditors:

  Entity                      Nature of Claim        Claim Amount
  ------                      ---------------        ------------
Picerne                                               $2,923,031
1420 East Missouri Avenue,                            (estimated)
Suite 100
Phoenix, AZ 85014

Bell Rosenberg & Hughes LLP                           $5,478

Norcal Direct Marketing                               $4,586

C&R Landscape                                         $1,400

For Rent Magazine                                     $892

Excell Carpet Care                                    $345

Everclear Pool Service                                $325

Staples Business Advantage                            $208

Chip Pest Control                                     $160

Balloons Galore                                       $127

General Cleaning                                      $105

On-Site Com, Inc.                                     $102

Otis Spunkmeyer                                       $67

Light Bulbs Plus                                      $51

SIA Security Services                                 $50

Audio Images                                          $44

Alhambra & Sierra Springs                             $29

Harris, Rosales & Harris                              $25


CCN LLC: Fitch Downgrades Short-Term Rating on Notes to 'C'
-----------------------------------------------------------
Fitch Ratings has downgraded the short-term rating for CCN
(Orchard Park) LLC's collateralized callable notes to 'C' from
'F1'.  The proceeds of the CCNs were used to purchase the Orchard
Park, Ltd and Orchard Park, Inc. class A-1 (series 1) and class A-
1 (series 2) notes, respectively.  The action taken on the CCNs is
the result of the underlying Class A-1 notes being downgraded to
'CCC' from 'A+'.  The 'C' rating represents that default is a real
possibility.

CCN (Orchard Park) LLC entered into a put agreement with AIG
Financial Products whose payment obligations are absolutely and
unconditionally guaranteed by American International Group (rated
'BBB/F1' by Fitch).  The availability of this put agreement is
contingent upon, among other things, the continued fulfillment of
interest payments and the ultimate payment of principal by the
class A-1 notes.


CHARTER COMMUNICATIONS: Confirmation Hearing Behind Schedule
------------------------------------------------------------
Judge James Peck said the confirmation hearing for Charter
Communications Inc. is running behind schedule and won't be
completed by Aug. 4.  Charter is attempting to show there will be
no change in control so $11.8 billion of first-lien debt may be
reinstated, Bloomberg's Bill Rochelle said.

The Plan, negotiated before the Chapter 11 filing in March, would
cancel $8 billion in debt and reduce annual interest expense by
$830 million.  The plan is to be funded with $2 billion in new
equity, a $1.2 billion refinancing, and $276 million generated
through the sale of new notes.  Existing stock would be canceled
while trade suppliers are paid in full.  Copies of the proposed
Chapter 11 plan, as amended on July 15, 2009, are available for
free at:

     http://bankrupt.com/misc/CCI_Modified_Plan_071509.pdf
     http://bankrupt.com/misc/CCI_Redlined_Plan_071509.pdf

Various parties filed objections, some of them sealed or redacted,
to the proposed Chapter 11 plan.  The parties include:

   -- JPMorgan Chase Bank, N.A., the administrative agent for the
      Amended and Restated Credit Agreement, dated as of March 18,
      1999, with CCO Holdings, LLC as guarantor and certain
      lenders.

   -- Law Debenture Trust Company, Law Debenture, the Indenture
      Trustee with respect to the $479 million in aggregate
      principal amount of 6.50% Convertible Senior Notes due 2027
      issued by Charter Communications, Inc.

   -- Wells Fargo Bank, N.A., the successor administrative agent
      and successor collateral agent for the third lien
      prepetition secured lenders to CCO Holdings, LLC.

   -- Wilmington Trust Company, the indenture trustee for the
      holders of (i) the 8% Senior Second Lien Notes due 2012 and
      the 8.375% Senior Second Lien Notes due 2014 issued pursuant
      to an Indenture among Charter Communications Operating, LLC,
      and Charter Communications Operating Capital Corp., as
      issuers, and Wilmington Trust, as successor trustee, and
      (ii) the 10.875% Senior Second Lien Notes due 2014 issued
      pursuant to an Indenture among CCO and CCO Capital, as
      issuers, and Wilmington Trust, as indenture trustee.

   -- An unofficial committee of the unaffiliated Lenders, known
      as the First Lien Lender Group, which currently holds
      approximately $2 billion of indebtedness under the Credit
      Agreement.

In its redacted objection, Law Debenture argued, among other
things, that:

  -- the Plan seeks to cram down approximately "$500 million in
     notes at Charter using a gerrymandered class of
     approximately $1 million in unsecured otherwise pari passu
     claims";

  -- the Plan artificially impairs the gerrymandered separate
     class of unsecured claims by providing for payment in full
     or reinstatement, essentially retaining the option to
     merely withhold postpetition interest;

  -- the treatment for this artificially impaired gerrymandered
     class is patently discriminatory as CCI Notes are to
     receive, at best, a recovery of only 19.4% as compared to
     payment in full for the gerrymandered class;

  -- although the holders of CCI Notes Claims are not being paid
     in full, distributions are being provided to Charter's
     controlling shareholder, Paul Allen, on account of his
     equity interests in Charter in direct violation of the
     absolute priority rule; and

  -- the Plan allows shareholder Paul Allen to receive in excess
     of $2 billion in benefits and full releases in exchange for
     mostly out of the money claims and interests.

                 About Charter Communications

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

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

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

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

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

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


CHARTER COMMUNICATIONS: Plan Exclusivity Extended Until Nov. 22
---------------------------------------------------------------
Charter Communications Inc. and its affiliates obtained a November
22 extension of their deadline to propose a Chapter 11 plan and a
January 21, 2010 extension of the period to solicit acceptances of
that plan.

Absent an extension, Charter's plan filing deadline would have
expired July 25.  Pursuant to Section 1121(b) of the Bankruptcy
Code, a debtor has the exclusive right to file a plan of
reorganization for a period of 120 days after the Petition Date.
If a debtor files a plan within that 120-day exclusivity period,
Section 1121(c)(3) provides 60 additional days during which the
debtor has exclusive right to solicit votes with respect to that
Plan.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, told
the Court the request is precautionary, insofar as the Debtors
filed their disclosure statement and plan of reorganization upon
commencement of the Chapter 11 cases, solicitation has concluded,
and the request will be heard at the outset of the same hearings
at which the Court will begin consideration of whether to approve
the proposed Plan.

It is the Debtors' intention and hope not to have to utilize an
extension of the Exclusive Periods to file another plan or solicit
votes thereon, Mr. Cieri said.  Nevertheless, he pointed out,
because the present Exclusive Filing Period expires on July 25,
2009, prudence dictates seeking an extension of the Exclusive
Periods in the event additional time is needed to obtain
confirmation.

To that end, the Debtors assert that ample cause exists to extend
the Exclusive Periods.  Mr. Cieri asserted that within roughly
four months since commencing the Chapter 11 cases, the Debtors
have:

  (a) achieved a soft landing into bankruptcy for one of the
      largest cable companies in the country;

  (b) obtained approval of a disclosure statement that effects a
      highly complicated series of restructuring transactions,
      including the elimination of $8 billion of debt, as well
      as an equity rights and debt exchange offering;

  (c) successfully completed solicitation on the largest
      prearranged plan in history; and

  (d) filed the request on the eve of confirmation, prepared to
      emerge from Chapter 11 with a delevered capital structure
      and the enhanced ability to achieve further growth.

"Put simply, the record of these [C]hapter 11 cases to date
demonstrates a modest extension of the Exclusive Periods is
warranted," Mr. Cieri told Judge Peck.

An extension of the Exclusive Periods may be unnecessary if the
Plan is confirmed prior to the Exclusivity Expiration Dates, Mr.
Cieri said.  But if the Plan is not confirmed before July 25, he
pointed out, the Debtors will need additional time to address any
issues that may arise during confirmation, possibly to modify the
Plan and re-solicit votes, or possibly to draft and file a new
disclosure statement and plan.  The confirmation hearing commenced
July 20, 2009.

Significantly, Mr. Cieri said an extension of the Exclusive
Periods is unlikely to affect the Debtors' cash position because
they have positive cash flow and, thus far, have not needed to
rely on debtor-in-possession financing.  Accordingly, he insisted,
factor weighs strongly in favor of extending the Debtors'
Exclusive Periods.

                 About Charter Communications

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

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

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

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

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

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


CIRCUIT CITY: Bankruptcy Causes 7% Drop in ACCO U.S. PC Sales
-------------------------------------------------------------
ACCO Brands Corporation says the loss of U.S. sales to Circuit
City due to its bankruptcy accounted for 7% of its Computer
Products segment decline.  ACCO reports Computer Products net
sales decreased 29% to $39.1 million, compared to $54.8 million in
the prior-year quarter.  Adjusting for the effects of currency
translation comparable sales declined 22%.  The decline was due to
lower sales volumes, particularly in the United States and United
Kingdom.

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

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

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

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

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


CIT GROUP: May Report at Least $1.5 Billion Loss for Q2 2009
------------------------------------------------------------
CIT Group Inc. expects to report a loss for the second quarter of
2009 in excess of $1.5 billion -- including roughly $700 million
in goodwill and intangible assets impairment charge -- when it
files its quarterly report on Form 10-Q with the Securities and
Exchange Commission.

In addition to balance sheet contraction, slightly higher margins,
lower expenses and continued high credit costs it is expected the
quarter's results will include goodwill and intangible write-
downs, and losses on assets sold for liquidity purposes.  Pre-tax
items contributing to the expected quarterly loss include:

     -- $693 million goodwill and intangible assets impairment
        charge,

     -- roughly $500 million provision for credit losses, and

     -- $185 million loss on receivables of roughly $1 billion
        which were sold for liquidity purposes.

                  $7-Bil. Needed Through June 2010

CIT relates it has significant maturities of unsecured debt in the
near term and in future years.  Estimated funding needs for the 12
months ending June 30, 2010, total roughly $7 billion of unsecured
debt -- which includes roughly $1 billion aggregate principal
amount of the August 17 Notes which mature August 17, 2009.
Existing liquidity for the same period is not sufficient to make
the upcoming August 17, 2009 maturity payment on the August 17
Notes or otherwise meet the Company's 12-month funding
requirements.

CIT says its funding strategy and liquidity position have been
materially adversely affected by the ongoing stress in the credit
markets, credit ratings downgrades, and regulatory and cash
restrictions.

CIT also notes that commencing in late June 2009 and continuing in
early July 2009, the Company experienced a significant increase in
the draws on its loan commitments, which has significantly
degraded the Company's liquidity position. If the borrowers on the
lines of credit continue to access the lines or increase their
rate of borrowing either as a result of their business needs or
due to a perception that the Company may be unable to fund the
lines of credit in the future, this could further substantially
degrade the Company's liquidity position which could have a
material adverse effect on its business.

CIT says there is substantial doubt about its ability to continue
as a going concern.

The Company has initiated restructuring efforts -- which include a
new $3 billion credit facility with Barclays Bank PLC, and the
cash tender offer for CIT's outstanding Floating Rate Senior Notes
due August 17, 2009.  CIT also is in discussions with noteholders
concerning actions which would result in improvements to the
Company's liquidity and capital position.

CIT is offering to purchase its August 17 Notes:

     -- For Notes validly tendered prior to 5:00 p.m., New York
        City time on July 31, 2009, $825.00 per $1,000 principal
        amount of Notes; and

     -- For Notes validly tendered after the Early Delivery Time,
        $775.00 per $1,000 principal amount of Notes.

The Offer is conditioned upon, among other things, holders of
August 17 Notes tendering and not withdrawing an amount of August
17 Notes equal to at least 90% of the aggregate principal amount
of August 17 Notes outstanding.  The Minimum Condition may be
waived by the Company and a steering committee of lenders.  If the
Minimum Condition is satisfied or waived, the Company intends to
use the proceeds of the Barclays Term Loan Financing to complete
the Offer and make payment for the August 17 Notes.  There can be
no assurances that the restructuring plan or the Offer can be
completed successfully.

                        Bankruptcy Warning

CIT has warned that in the event it does not receive prior to the
expiration date of the Offer enough tenders of August 17 Notes to
meet the Minimum Tender Condition and the Minimum Tender Condition
is not otherwise waived, it may need to seek relief under the U.S.
Bankruptcy Code, unless it is able to obtain alternative
financing.  This relief may include (i) seeking bankruptcy court
approval for the sale of most or substantially all of its assets
pursuant to Section 363(b) of the U.S. Bankruptcy Code; (ii)
pursuing a plan of reorganization; or (iii) seeking another form
of bankruptcy relief, all of which involve uncertainties,
potential delays and litigation risks.

If the Company seeks relief under the Bankruptcy Code, the FDIC
could place CIT Bank into either receivership or conservatorship.
In such an event, the assets of CIT Bank would not be available to
creditors of the Company or other subsidiaries.

On July 14, 2009, the Federal Reserve Bank of New York completed a
preliminary stress test of the Company, pursuant to which the
Federal Reserve determined that, under the circumstances tested,
the Company would need roughly $4 billion in additional regulatory
capital, including an additional $2.6 billion in tier one capital.
The Company was in discussions with the Federal Reserve regarding
the results of the preliminary stress test when, on July 15, the
government notified the Company that there was no appreciable
likelihood of additional government support being provided in the
near term.

              Termination of Joint Venture Agreement

On July 16, 2009, Snap-On Incorporated notified CIT that Snap-On
is terminating the operating agreement between CIT and Snap-On
relating to the parties' Snap-On Credit LLC joint venture.  Under
the terms of the agreement, Snap-On will acquire CIT's interest in
the joint venture and will continue to service the portfolio owned
by CIT.  The termination of the joint venture is not expected to
have a material impact on CIT's origination volume, asset levels
or net income prior to the first or second quarter of 2010.

                          About CIT Group

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

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

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

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


CIT GROUP: Barclays Facility Requires Restructuring Plan by Oct. 1
------------------------------------------------------------------
The $3 billion credit facility provided by Barclays Bank PLC
contains provisions (i) requiring CIT Group Inc. and a steering
committee of lenders to work together in good faith to promptly
develop a mutually acceptable restructuring plan for the Company
and its subsidiaries and (ii) requiring the Company to adopt a
restructuring plan acceptable to the majority in number of the
Steering Committee by October 1, 2009.

As reported by the Troubled Company Reporter, CIT and certain of
its subsidiaries on July 20, 2009, entered into a senior secured
term loan facility for up to $3 billion with Barclays, as
administrative agent and collateral agent, and the lenders party
thereto.  As of July 20, the Company had received commitments from
lenders for $2 billion in financing under the Credit Facility, the
entire amount of which has been drawn, and expects to receive
commitments for an additional $1 billion by July 31, 2009.

The Company and all current and future domestic wholly-owned
subsidiaries of the Company, with the exception of CIT Bank and
other regulated subsidiaries, special purpose entities and
immaterial subsidiaries are guarantors of the Credit Facility.

The Credit Facility has a two and a half year maturity and bears
interest at LIBOR plus 10%, with a 3% LIBOR floor, payable
monthly.  It provides for (i) a commitment fee of 5% of the total
advances made thereunder, payable upon the funding of each
advance, (ii) an unused line fee with respect to undrawn
commitments at the rate of 1% per annum and (iii) a 2% exit fee on
amounts prepaid or repaid and the unused portion of any
commitment.

The Credit Facility will be secured by a perfected first priority
lien on substantially all unencumbered assets of the Guarantors,
which shall include 100% of the stock of CIT Aerospace
International, and 65% of the voting and 100% of the non-voting
stock of other first-tier foreign subsidiaries (other than direct
subsidiaries of the Company), in each case owned by a Guarantor.

Borrowings under the Credit Facility are to be used:

     -- for general corporate purposes and working capital needs;
        and

     -- to purchase notes accepted for payment pursuant to the
        Company's cash tender offer for its outstanding Floating
        Rate Senior Notes due August 17, 2009.

Except with the consent of a committee of lenders under the Credit
Facility, however, no portion of the proceeds of the Credit
Facility or collateral securing the Credit Facility may be used to
pay principal or interest on the August 17 Notes, other than
pursuant to the Offer, or, following the consummation of the
Offer, on the maturity date of the August 17 Notes.

The Credit Facility includes a minimum collateral coverage
covenant.  The covenant requires the ratio of the book value of
the collateral securing the Credit Facility to the loans
outstanding thereunder to exceed 5:1 as of the end of each fiscal
quarter commencing as of the fiscal quarter ending September 30,
2009, and the ratio of the fair value of the collateral securing
the Credit Facility to the loans outstanding thereunder to exceed
3:1 as of the end of each fiscal year commencing with the fiscal
year ending December 31, 2009.  The Credit Facility also contains
customary affirmative and negative covenants.

Borrowings under the Credit Facility may be prepaid, subject to a
prepayment premium in the amount of 6.5% of the amounts prepaid or
commitment reduced, declining ratably to zero over the first 18
months following entry into the Credit Facility, provided that no
Call Premium will apply if the borrowings are repaid as part of or
following a restructuring plan for the Company and its
subsidiaries approved by a majority in number of the Steering
Committee.

                          About CIT Group

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

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

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

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


CIT GROUP: FDIC, UDFI Require Bank Contingency Plan by Aug. 14
--------------------------------------------------------------
In connection with the diminished liquidity of CIT Group Inc., its
wholly owned subsidiary, CIT Bank, on July 16, 2009, entered into
a Stipulation and Consent to the Issuance of an Order to Cease and
Desist with the FDIC in respect of its Order to Cease and Desist,
and a Stipulation and Consent to the Issuance of an Order to Cease
and Desist with the Utah Department of Financial Institutions in
respect of its Order to Cease and Desist.

CIT Bank, without admitting or denying any allegations made by the
FDIC and UDFI, consented and agreed to the issuance of the FDIC
Order and the UDFI Order and that the Orders be final and
effective.

CIT does not believe that the cease and desist orders will have an
adverse impact on the Company based on the relatively small size
of CIT Bank.

Each of the Orders directs CIT Bank to take certain affirmative
actions.  Among other things, CIT Bank is ordered by the FDIC and
the UDFI to ensure that it does not allow any "extension of
credit" to CIT or any other affiliate of CIT Bank or engage in any
"covered transaction," in each case, without the prior written
consent of the FDIC and the UDFI, respectively.  In addition, CIT
Bank is prohibited from declaring or paying any dividends or other
reductions in capital and from increasing the amount of "Brokered
Deposits" above the $5.527 billion held as of July 16, 2009, in
each case, without the prior written consent of the FDIC and the
UDFI.

By August 14, 2009, CIT Bank is required to provide to the FDIC
and the UDFI a contingency plan that ensures the continuous,
satisfactory servicing of CIT Bank's loans.  Both Orders exclude
the provision of and payment for certain operational services,
under pre-existing contracts in the normal course of business,
from the definition of "covered transaction" and the prohibition
against making payments that represent a reduction in capital.

                          About CIT Group

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

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

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

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


CITIGROUP INC: Andrew Hall Demands Co. to Honor 2009 Pay Package
----------------------------------------------------------------
Andrew J. Hall -- chief of Phibro LLC, Citigroup Inc.'s energy-
trading unit that is a secretive operation run from the site of a
former Connecticut dairy farm and occasionally accounts for a
disproportionate chunk of Citigroup income -- is demanding that
the Company honor a 2009 pay package that could total
$100 million, Michael Siconolfi and Ann Davis at The Wall Street
Journal report.

Citing people familiar with the matter, WSJ says that Mr. Hall
received pay of more than $100 million in 2008.  WSJ notes that
with this year barely half over, Mr. Hall's specific 2009 pay
hasn't yet been set.  According to WSJ, Mr. Hall is contractually
obligated to receive pay based on Phibro's profits.  The
percentage Mr. Hall and his team of traders get under the contract
terms currently stands below 30%, according to the report.

According to WSJ, Citigroup doesn't break out detailed financial
reports for Phibro, but traders say that the company is having a
good year.  A footnote in Citigroup's annual report says that
about $667 million in 2008 revenue from "principal transactions"
related to commodities "primarily includes" Phibro's results.
Citigroup reported $52.8 billion in net revenue last year.
Considering that Citigroup reported a 2008 net loss of about
$27.7 billion, Phibro's contribution was especially important, WSJ
notes.

WSJ states that until 2009, Phibro's calendar year ended in
September.  Phibro's pay will now be calculated to a full calendar
year, so the pay period for Mr. Hall and others at Phibro ending
in December will cover 15 months, says the report.

WSJ relates that ripping up the contract could trigger Mr. Hall's
resignation and a lawsuit.  The report, citing people familiar
with the matter, states that after the new pay curbs were
disclosed this spring, Mr. Hall and others on his team threatened
to leave Philbro if their pay was cut by the new compensation
rules.

WSJ notes that making any large payouts, even if they're based on
previously agreed contracts, could subject Citigroup to political
and investor fallout.  Pay agreements like that of Mr. Hall's must
be redrawn in light of Citigroup's taxpayer-funded bailout, the
report says, citing critics.

Citigroup said in a statement, "Retaining and attracting the best
talent is very important to the success of Citi and all its
stakeholders.  Citi continues to examine ways to ensure its
employee-compensation practices are competitive in this very
challenging market environment."

WSJ states that Mr. Hall's pay and independence from Citigroup's
home office reflects a track record of making sizable, successful
investment bets.  According to WSJ, Mr. Hall anticipated a few
years ago an important change in the way the world valued oil, and
correctly bet that long-term and short-term energy prices would
abandon their historical relationship with each other.  Traders
said that in making that investment, Citigroup gave Mr. Hall more
leeway to take on risk than it usually gives entire teams, WSJ
relates.

WSJ states that some observers on Wall Street believe Citigroup
has a better chance at repaying the U.S. money with its Phibro
unit humming.  Citing people familiar with the matter, WSJ reports
that Citigroup is considering spinning off Phibro as a separate
operation to preserve some payoff from Phibro's profits.

                          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.


CORPORACION DURANGO: Mexican Court Approves Reorganization Plan
---------------------------------------------------------------
Corporacion Durango S.A.B. of C.V. (BMV: CODUSA), announced
July 24 it has successfully completed its financial restructuring
as a definitive ruling approving its agreement with its creditors
was issued, thus concluding its reorganization proceeding.

The Company said the "efficient restructuring" provides it with a
solid capital structure and the financial flexibility as its
financial debt decreases by 54%, from US$542 to US$250 million
financed through a seven years international bond issue, with a
single principal payment in August 2016.

This debt will bear interests at a rate of 6% in the first year,
7% in years 2, 3 and 4, and 10% in year 5, 6 and 7.  The bonds
issued will have no financial covenants, guarantees, pledges or
mortgages and may be prepaid at any time by the company with no
additional cost.  As a result, the Company's indebtedness
represent approximately one fifth of its assets value and all of
its financial ratios improve significantly.

During the last years, the Company has increased its production
platform and leadership in the paper industry.  At the same time,
it has significantly strengthened its capital structure by
consistently reducing its debt.  With this restructure the
majority shareholders further strengthen their control position in
the Company.

Miguel Rincon, chairman of the Company, said, "Corporacion Durango
anticipated the economic crisis and since mid-2008 launched a
major consensual financial restructuring with its creditors. This
allowed a successful negotiation which led to reach a satisfactory
agreement for all parties in record time."  Mr. Rincon added, "The
new economic fundamentals of Corporacion Durango will allow the
company to consolidate its position as one of the most competitive
in the paper industry in Mexico and internationally, in order to
create sustained value for its customers, investors, suppliers and
its employees, thus contributing to Mexico's progress and
development."

                  About Corporacion Durango

Corporacion Durango, S.A.B. de C.V. (BMV: CODUSA) is the largest
paper producer in Mexico, it has 8 paper mills, 21 corrugated
containers and 11 depots for recycled fiber facilities in Mexico
and in the U.S.A. The number of direct employees is 8,000 and
3,850 indirect employees esteemed and its combined sales per year
are approximately $1.2 billion dollars.

The Company and its units filed for bankruptcy in Mexico and the
U.S. in October after missing a $26.5 million interest payment on
10.5 percent bonds due in 2017.

Corporacion Durango filed for Chapter 15 bankruptcy with the
U.S. Bankruptcy Court for the Southern District of New York (Lead
Case No. 08-13911) on Oct. 6, 2008.  In its Chapter 15 petition,
Corporacion Durango asked the U.S. Court to consider its
proceedings in Mexico as the "foreign main proceeding."

Two of its affiliates -- Paper International Inc. and Fiber
Management of Texas Inc. -- filed for Chapter 11 protection
separately with the same court on the same day.  Both were liable
on the parent's notes that went into default when the parent was
unable to make a $26.5 million interest payment due in October.

The bankruptcy court in New York confirmed the U.S. subsidiaries'
Chapter 11 plan in June.  The U.S. plan for Paper International
Inc. and Fiber Management of Texas called for paying unsecured
creditors approximately 70% while trade suppliers would be paid in
full.  Holders of $535 million in notes are slated for
$250 million in new notes, 17 million shares of stock, and
$10 million cash.


CYBEX INTERNATIONAL: In Talks With Lenders for Covenant Waivers
---------------------------------------------------------------
Medway, Massachusetts-based Cybex International, Inc., reports it
is in violation of certain financial covenants in its loan
agreements and is negotiating with its banks.  The Company
believes it will receive waivers for these violations.  However,
no assurance of this is guaranteed at the present time.

At June 27, 2009, Cybex had $83,989,000 in total assets, including
$35,627,000 in total current assets; $42,282,000 in total
liabilities, including $33,837,000 in total current liabilities;
and $41,707,000 in shareholders' equity.

Cybex International, Inc. -- http://www.cybexintl.com/--
manufactures premium exercise equipment for commercial and
consumer use.  CYBEX products are available for a wide range of
facilities from commercial health clubs to home gyms.


DELPHI CORP: JPMorgan Bid Wins Auction; GM-Parnassus Bid as Backup
------------------------------------------------------------------
Delphi Corp. said that, following a two-day auction process
conducted in New York City, Delphi's Board of Directors, following
consultation with Delphi's official committee of unsecured
creditors and its largest U.S.-based union, designated a pure
credit bid received from JPMorgan Chase Bank, N.A. -- in its
capacity as administrative agent under the Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement dated May 9,
2008 -- as the "Successful Bid".

The Pure Credit Bid transaction, which is also supported by
General Motors Company, is based on a transaction structure that
is similar to the transaction announced on June 1, 2009, with
Parnassus Holdings, LLC, an affiliate of Platinum Equity Capital
Partners, L.P., and GM Components Holdings, LLC, a GM affiliate,
and would be implemented through a modified reorganization plan or
through a section 363 asset sale if the Modified Plan is not
approved by the Bankruptcy Court for the Southern District of New
York.

Delphi also said GM and the DIP Lenders agreed to modify financing
agreements with Delphi that are intended to provide sufficient
liquidity through consummation of the Modified Plan through a
combination of GM loans, Delphi's use of certain cash collateral
accounts pledged to the DIP Lenders and the repatriation of excess
liquidity from Delphi's global affiliates.

The designation of the Pure Credit Bid transaction as the
successful bid is subject to the satisfaction of certain
conditions relating to the submission of a mutually satisfactory
proposed Plan Modification Order to the Bankruptcy Court.  When
consummated, the transaction would satisfy the amounts owed by
Delphi and its affiliates to its DIP Lenders.  Pursuant to
supplemental procedures adopted by the Bankruptcy Court, the
successful bid will not be formally accepted by Delphi until the
Bankruptcy Court has reviewed and approved the transaction.  The
GM-Parnassus transaction announced on June 1 was designated the
"Alternate Transaction" following the auction process.

Objections to the selection of the successful bid following the
auction process and conduct of the auction must be filed by 5:00
pm EDT on July 28.  Except with respect to certain union
objections, the Bankruptcy Court has adjourned all objections
filed by counterparties to executory contracts based on notices of
assumption and assignment, cure or non-assignment to 10:00 am EDT
on August 17.  Delphi has resolved a number of potential
objections to the Modified Plan in advance of the July 29 hearing
including those filed by certain DIP Lenders and the
administrative agent, the Creditors' Committee, Wilmington Trust
Company as indentured trustee, the Pension Benefit Guaranty
Corporation, certain state and federal agencies and various other
parties.  In addition, the proposed Pure Credit Bid transaction
resolves more than 600 severance-related objections filed with
respect to the Modified Plan by providing for the assumption and
payment of severance obligations, including an option for payment
of 75% of a former employee's remaining severance obligation in a
lump sum prior to the effective date of the Modified Plan. The
Bankruptcy Court is scheduled to commence the Plan Modification
hearing on the Pure Credit Bid transaction on July 29 at 10:00 am
EDT.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Committee, Et Al., Object to Modified Plan
-------------------------------------------------------
In separate filings, several parties-in-interest made known to
the Bankruptcy Court their opposition to Delphi Corp's ' Confirmed
First Amended Joint Plan of Reorganization, as modified on June 1,
2009.  The Objecting Parties are:

-- the Official Committee of Unsecured Creditors,
-- the Tranche C DIP Lenders,
-- JP Morgan Chase Bank, N.A.,
-- Appaloosa Management L.P.,
-- Wilmington Trust Company,
-- Salaried Retirees,
-- Pension Benefit Guaranty Corporation,
-- Debtors' unions
-- Fiduciary Counselors, Inc.,
-- governmental entities, and
-- contract counterparties.

A. Creditors Committee

  The Committee asserts that the Modified Plan is not being
  proposed in good faith.  The Committee alleges that the
  transactions under the Modified Plan and alternative sale of
  the Debtors' assets under Section 363 of the Bankruptcy Code
  were dictated to the Debtors and their creditors by the United
  States Department of the Treasury and General Motors Company.
  Instead of using their considerable leverage against GM to
  negotiate better terms of their estates and creditors, the
  Debtors negotiated the release of claims and actions against
  their directors and officers, the Committee complains.  Thus,
  the Debtors failed to exercise their independent judgment and
  act in accordance with their fiduciary duties to creditors,
  Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New
  York, argues.

  Moreover, in the face of overwhelming creditor opposition to
  the Modified Plan, the Committee contends that the Debtors
  should not be permitted to resort to artificial claim
  impairment to (i) manufacture compliance with Section
  1129(a)(10) of the Bankruptcy Code, and (ii) pursue cramdown
  of that plan or dissenting classes.  The Debtors can only
  satisfy Section 1129(a)(10) if a truly impaired class of
  claims affirmatively votes to accept the Modified Plan, Mr.
  Rosenberg asserts.  He also points out that it is unclear
  whether the $30 million provided under the Modified Plan and
  the Master Disposition Agreement is sufficient to pay in full
  all unpaid professional fees.  The Debtors must prove that
  there will be sufficient liquidity available to the Debtors'
  estates to pay all unpaid professional fees and expenses in
  full, Mr. Rosenberg says.

  The Committee is concerned that the alternative 363 Sale is an
  impermissible sub rosa plan because the Debtors' businesses
  would be terminated upon consummation of the Alternative 363
  Sale, and the only thing left to do is to distribute the value
  derived from the sale to creditors pursuant to the Master
  Disposition Agreement.  Mr. Rosenberg also asserts that the
  Alternative 363 Sale fails to satisfy the good business reason
  standard because the Treasury Department, GM and Platinum
  Equity LLC negotiated the sale transaction without any
  significant involvement by the Debtors or the Committee, and
  the other parties that expressed interest in purchasing the
  Debtors' assets were turned away.

  In a separate filing, Liquidity Solutions, Inc., joins in the
  Committee's Plan Objection.

B. DIP Lenders

  1. Double Black, et al.

     Tranche C DIP Lenders Double Black Diamond Offshore Ltd.;
     Black Diamond Offshore Ltd.; Monarch Master Funding Ltd.;
     Greywolf Capital Partners II LP; Greywolf Capital Overseas
     Master Fund; GCOF SPV I; GCP II SPV I; Greywolf Structured
     Products Master Fund, Ltd.; Greywolf CLO I, Ltd.; and SPCP
     Group, LLC. assert that as they do not consent to the sale
     of the Debtors' assets.  Either as part of a reorganization
     plan or under Section 363, Double Black, et al., contend
     that the Modified Plan cannot be confirmed and the 363 Sale
     cannot be approved.  Richard Mancino, Esq., at Wilkie Farr
     & Gallagher LLP, in New York, asserts that the DIP Credit
     Agreement prohibits the Debtors from proceeding with a sale
     of substantially all of its assets without the consent of
     the DIP Lenders.  He also contends that the Modified Plan
     and the 363 Sale violates the DIP Lenders' rights under the
     DIP Order, which expressly provides that the DIP liens, the
     superpriority claims and all other rights and remedies of
     JP Morgan and the DIP Lenders will survive, among others,
     the entry of an order confirming a plan of reorganization.

     Mr. Mancino further argues that the Modified Plan violates
     Section 1129(a)(9) as the DIP Lenders' administrative
     expense priority claims will not be paid in cash and in
     full.  Similarly, he points out, the Modified Plan violates
     the absolute priority rule of the Bankruptcy Code because
     the general unsecured creditors will be receiving
     distributions under the Modified Plan.  The Modified Plan
     also provides for the overly broad releases of the Debtors'
     officers and directors, in violation of Section 524(e) of
     the Bankruptcy Code, he asserts.

     More importantly, the DIP Lenders assert, the Alternative
     Section 363 Sale is an improper sub rosa plan as the
     Debtors are simply asking the Court to effect via a Section
     363 sale the very same plan modifications they know cannot
     be accomplished through plan confirmation.  The DIP Lenders
     further stress that the Modified Plan or the 363 Sale do
     not demonstrate a sound exercise of the Debtors' business
     judgment.  Mr. Mancino cites that proposed sale price of
     the Debtors' assets falls short of a fair and reasonable
     value.  He adds that the Alternative 363 Sale was not
     structured in good faith by precluding competitive
     bidding.

  2. Manchester Entities

     Tranche C DIP Lenders Kensington International Limited,
     Manchester Securities Corp. and Springfield Associates,
     LLC, collectively known as the Manchester Entities, stress
     that the consent of the DIP Lenders to the disposition of
     the Debtors' estates is an absolute precondition to the
     implementation of either the Modified Plan or the 363 Sale.
     However, the fractional recovery to the DIP Lenders under
     the Master Disposition Agreement is not satisfactory to the
     DIP Lenders, whose collateral is worth far more than the
     payments to be distributed pursuant to the Master
     Disposition Agreement, the DIP Lenders assert.  Against
     this backdrop, the Manchester Entities object to and
     prevent the Debtors from consummating a transaction that
     does not repay them in full.  The Manchester Entities also
     clarify that their voluntary forbearance from exercising
     remedies in no way constitutes a waiver of their rights
     under the DIP Credit Agreement or the DIP Order.

      Accordingly, the Manchester Entities relate that in
      coordination with other DIP Lenders, they are prepared to
      exercise their right to credit bid at the auction.  In
      furtherance of the Credit Bid, the DIP Lenders have
      assembled a management team to operate the Debtors'
      businesses, conducted negotiations with GM and lined up
      financing to assume and cure executory contracts.  The DIP
      Lenders tell the Court that they are also ready to
      implement a business plan to be conducted with their
      collateral following the closing of the Credit Bid.
      However, in the event that the Credit Bid is unsuccessful,
      the Manchester Entities and other DIP Lenders say they
      would foreclose on the Debtors' assets before consenting
      to the Modified Plan or 363 Sale.

   3. JP Morgan

      JP Morgan, as administrative agent of the Debtors'
      $4.35 billion, DIP Credit Facility, asks the Court to deny
      the transactions embodied in the Master Disposition
      Agreement, whereby GM and Platinum Equity LLC will acquire
      the Debtors' assets.  JPMorgan argues that:

       (1) Absent DIP Lender consent, the Debtors' consummation
           of the 363 Sale would violate the express and
           unequivocal terms of the DIP Order and DIP Documents;

       (2) The DIP Lenders have not given consent, instead they
           have objected to the GM-Platinum Transaction;

       (3) Any order approving the GM-Platinum Transaction over
           the DIP Lenders' objection would be illegal and would
           have far-reaching and potentially catastrophic
           consequences on the availability of DIP financing and
           vitality of the future Chapter 11 reorganizations.

    Moreover, Donald S. Bernstein, Esq., at Davis Polk &
    Wardwell LLP, in New York, tells the Court that JP Morgan
    and the DIP Lenders remain committed to effecting a
    disposition of the Debtors' assets that will minimize
    disruption to the Debtors' business operations.  JPMorgan
    and the DIP Lenders are, however, not willing to stand idly
    by if the Debtors proceed with the transfer of the DIP
    Lenders' collateral to GM and Platinum Equity without the
    DIP lenders' consent.  He also clarifies that failure on the
    part of JP Morgan or any DIP Lender to exercise their
    remedies under the DIP Documents will not operate as a
    waiver of their rights to seek those remedies.  He adds that
    those rights were not waived just because the DIP Lenders
    did not submit required alternative transaction documents
    with respect to an alternative transaction.

    JP Morgan also complains that the Modified Plan does not
    address the treatment of letters of credit issued under the
    DIP Credit Agreement, for which Tranche A Lenders retain an
    obligation to reimburse JP Morgan in the event a Letter of
    Credit is drawn and the Debtors fail to reimburse JP Morgan.
    The DIP Lenders would be subject to further exposure with
    respect to the fees and expenses, indemnification and
    Letters of Credit after the effectiveness of the Modified
    Plan, and the claims of the DIP Lenders in respect of those
    claims are not even appropriately addressed in the Modified
    Plan, JP Morgan asserts.

C. Appaloosa Management LP

  On behalf of AMLP and A-D Acquisition Holdings, LLC, J.
  Christopher Shore, Esq., at White & Case LLP, in New York,
  disclosed that AMLP, on behalf of the Plan Investors, and the
  Debtors have reached a tentative understanding as to the
  salient issues to the adversary proceeding filed by the
  Debtors against the Plan Investors under the Equity Purchase
  and Commitment Agreement.  However, AMLP and ADAH's primary
  concern is the Modified Plan's failure to adequately address
  how the Adversary Proceeding will be managed and prosecuted
  post-confirmation.

  Mr. Shore argues that the Modified Plan fails to ensure that
  consummation of the Modified Plan will not substantially
  prejudice the Plan Investors' rights and obligations in the
  Adversary Proceeding.  Similarly, the Master Disposition
  Agreement does not address who will continue to control the
  Debtors' defense of the Plan Investors' counterclaims, he
  points out.  The Modified Plan and related documents also do
  not include any documentation of any obligation on the part of
  GM to transfer funds of $145 million of the net proceeds of
  any recovery the Debtors may obtain on the Appaloosa Claim.
  Moreover, the Modified Plan does not preserve any rights the
  Plan Investors may have the offset the counterclaims against
  any recovery that the Debtors may obtain against the Plan
  Investors, Mr. Shore insists.

  Against this backdrop, AMLP and ADAH seek that the:

   (i) Modified Plan and its supporting documentation be
       clarified with respect to the rights and obligations of
       the parties in the Adversary Proceeding; and

  (ii) the relevant documents make clear that ADAH's contingent
       administrative claims against the Debtors are not treated
       in a disparate manner than other administrative claims.

  In separate filings, Pardus DPH Holding LLC and Pardus Special
  Opportunities Master Fund; UBS Securities LLC; Harbinger Del-
  Auto Investment Company Ltd. and Harbinger Capital Partners
  Master Fund I, Ltd.; Merrill Lynch, Pierce, Fenner & Smith
  Incorporated join in AMLP and ADAH's Plan Objection.

D. Wilmington Trust

  In a redacted filing, Wilmington Trust, indenture trustee for
  $2 billion of senior notes issued by the Debtors, asserts that
  the Debtors' waiver of causes of action is inconsistent with
  the Debtors' obligation to maximize the value of their
  estates.  Wilmington Trust, a holder of an administrative
  expense claim against the Debtors, complains that the Modified
  Plan does not provide for full and timely payment of
  administrative claims as required under Section 1129(a)(9)(A).

  Wilmington Trust also comments that the Debtors' revised
  liquidation analysis is fundamentally flawed because it fails
  to consider the value of the Debtors' status as a just-in-
  time, sole source-supplier to GM; and does not ascribe any
  value to the Debtors' pending claims against the Plan
  Investors under the original Plan.  Wilmington Trust says it
  objects to the Debtors' sale under Section 363 because no
  value is maximized under the Master Disposition Agreement and
  the Debtors have nothing to lose by waiting until the economy
  improves before seeking to sell their assets.

  Moreover, Wilmington Trust filed with the Court an endorsed
  agreed protective order it previously entered with the
  Debtors, governing production and use of highly confidential
  information in connection with the Debtors' Chapter 11 cases
  and any contested matters or adversary proceedings arising in
  the Debtors' bankruptcy cases.  GM and Platinum Equity joined
  as signatories to the Agreed Protective Order on July 3, 2009.

E. Retirees

  In separate letters, 181 retirees objected to Modified Plan
  for the period from June 18, 2009 to July 20, 2009.  The
  Retirees reiterate that the PBGC should not be allowed to take
  over their pension plans under the PBGC Settlement of the
  Modified Plan and that termination of severance payments under
  the Master Disposition Agreement should be blocked by the
  Court.

  In furtherance of the retirees' objection, Delphi Salaried
  Retirees Association Interim Chairman Dennis Black and Charles
  Cunningham insist that the termination of the Delphi
  Retirement Program for Salaried Employees under the Modified
  Plan is neither assured nor imminent.

  Subsequently, Messrs. Black and Cunningham and the DSRA filed
  with the U.S. District Court for the Eastern District of
  Michigan Southern Division, on July 16, 2009, a complaint for
  equitable relief against Craig G. Naylor, David N. Farr,
  Martin E. Welch, and James P. Whitson, in their capacities as
  named fiduciaries of the Delphi Retirement Program for
  Salaried Employees.  A full-text copy of the DSRA Complaint is
  available for free at:

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

F. PBGC

  The PBGC stated that it is working with the Debtors towards a
  consensual resolution of the treatment of Delphi's pension
  plans.  PBGC reserved its rights with respect to any
  settlement.

G. Unions

  The International Union, United Automobile, Aerospace &
  Agricultural Implement Workers of America, points out that
  pre-existing labor grievances are not expressly addressed by
  the Master Disposition Agreement.  To give continued effect to
  the dispute resolution procedures of the collective bargaining
  agreements to be assumed under the Master Disposition
  Agreement, UAW propose that the Debtors and GM must provide
  for the administration of preexisting grievances.  UAW also
  argues that the Debtors cannot maintain the option to close
  the Master Disposition Agreement without assumption of the
  CBAs, or waive a requirement for UAW's consent regarding
  applicable terms in the CBAs.  Accordingly, UAW asks the Court
  that any order approving the Master Disposition Agreement
  should clarify that approval may not constitute or effect a
  change in the terms and conditions of the CBAs to be assumed
  and assigned under the MDA.

  In a separate filing, the United Steel, Paper & Forestry,
  Rubber, Manufacturing, Energy, Allied Industrial and Service
  Workers International Union join in the objection of The
  International Union of Operating Engineers Locals 832S, 18S,
  and 101S, and the International Brotherhood of Electrical
  Workers and its Local 663, and the International Association
  of Machinists and Aerospace Workers and its District 10 and
  Tool and Die Makers Lodge 78.  IUOE, IBEW and IAM previously
  argued that liability for the participants' benefits remains
  the responsibility of the Debtors, unless that liability is
  transferred to General Motors Corporation's Hourly Rate
  Pension Plan pursuant to implementation agreements.

H. Fiduciary Counselors

  Fiduciary Counselors, an independent fiduciary under the
  Debtors' Pension Plans, comments that it should be noted in
  the Modified Plan that only if the Delphi-PBGC Settlement
  Agreement is reached and approved would the PBGC have
  authority over the Pension Plans' claims for minimum funding
  contributions as successor trustee for the Pension Plans.

I. Governmental Entities

  In separate filings, the Michigan Department of Environmental
  Quality and The State of New York, on behalf of the New York
  State Department of Environmental Conservation, ask the Court
  to obligate GM Components to complete remedial work in the
  Debtors' facilities in Michigan and New York to be transferred
  to GM Components pursuant to the Master Disposition Agreement.

  Moreover, the State of Michigan Workers' Compensation Agency
  and Funds Administration, and New York State Workers
  Compensation Board object to the Modified Plan as it does not
  provide a firm commitment by GM Components to assume the
  Debtors' workers compensation obligations in Michigan and New
  York.

  Secured tax ad valorem creditors (i) Angelina County, Bexar
  County, Cameron County, Cypress-Fairbanks ISD, Dallas County,
  City of Donna, Donna ISD, City of El Paso, City of Harlingen,
  Harlingen CISD, Harris County, City of McAllen, McAllen ISD,
  Montague County, Montgomery County, Nueces County, Pharr-San
  Juan-Alamo ISD, San Benito CISD, City of San Marcos, San
  Marcos CISD, South Texas College, South Texas ISD, Tarrant
  County, and Valley ISD, in Texas; (ii) Howard County, Indiana;
  and (iii) Madison County, Indiana; assert that the Modified
  Plan should provide for payment in full all the taxes owed by
  the Debtors, and that the liens secured by property of the
  Debtors to be sold will attach to the proceeds of the Debtors'
  sale in the order and priority that the liens had against the
  property sold.

J. Contract Parties

  About 70 parties object to the Debtors' proposed assumption
  and assignment or rejection of their contracts, including the
  proposed cure amounts.  They include:

  * Aleaciones de Metales Sinterizados
  * Comerica Leasing Corporation
  * Robert Bosch LLC
  * Clarion Corporation of America
  * PBR Tennessee, Inc.
  * Audio MPEG, Inc. and Societa' Italian per lo Sviluppo
  * SKF USA Inc.
  * Lear Corporation
  * Pentastar Aviation, L.L.C. and Automotive Air Charter, Inc.
  * Connecticut General Life Insurance Company
  * Ogura Clutch Company
  * XM Satellite Radio Inc.
  * Autocam Corporation
  * Sunrise Medical HHG, Inc.
  * AT&T Corp.
  * Brazeway, Inc.
  * Inteva Products, LLC
  * Hewlett-Packard Company and Electronic Data Systems, LLC
  * F&G Multi-Slide Inc.
  * F&G Tool & Die Co. Inc.
  * Daetwyler Rubber
  * Autocam Corporation
  * Motorola, Inc.
  * The Timken Company
  * Littelfuse, Inc.
  * Nidec Motors & Actuators, Inc.
  * NEC Electronics America, Inc.
  * Carrier Corporation
  * Technical Materials, Inc.
  * Tyco Electronics Corporation
  * STMicroelectronics, Inc.
  * IUOE, IBEW and IAM
  * USW
  * Continental AG
  * Bing Metals Group, LLC
  * Federal Screw Works
  * American Aikoku Alpha, Inc.
  * Gibbs Die Casting Corporation
  * Ford Motor Company and its affiliates
  * TK Holdings Inc. and its parent Takata Corporation
  * Microsoft Corporation, & subsidiary Microsoft Licensing, GP
  * ATEL Leasing Corporation
  * Cisco Systems, Inc.
  * Flextronics International Ltd.
  * Panalpina Management Ltd. and Panalpina, Inc.
  * Sun Microsystems, Inc., and its affiliates
  * United Parcel Service
  * Siemens Product Lifecycle Management Software Inc.
  * Findlay Industries, Inc.
  * Vitec, LLC
  * Nissan North America, Inc.
  * AM General LLC
  * Behr America, Inc.
  * General Electric Capital Corporation
  * Brose North America Holding LP and its affiliates
  * E.I. du Pont de Nemours and Company
  * Valeo, Inc.
  * Furukawa Electric Company Ltd.
  * Furukawa Electric North America APD, Inc.
  * Navistar, Inc. fka International Truck and Engine Corp.
  * Linamar Corporation, Vehcom Division; Linamar Holdings,
    Inc., Roctel Division; Linamar Holdings, Inc., Inavar
    Division; and Linamar Corporation and Linamar Holdings,
    Inc.
  * MIS Environmental Services, Inc. and MIS Corporation
  * Toyota Motor Engineering & Manufacturing North America Inc.
    Inc.; Toyota Motor Corporation; and Toyota Motor Sales,
    U.S.A., Inc.
  * AB Automotive Electronics Ltd.; AB Automotive Inc., BI
    Technologies Corporation, International Resistive Company,
    Inc.; Optek Technology, Inc.; and Welwyn Components Ltd.
  * ACE American Insurance Company, Pacific Employers Insurance
    Company, and Illinois Union Insurance Company
  * Freudenberg-NOK General Partnership, Freudenberg Filtration
    Technologies, L.P. and Freudenberg NOK Mechatronics GmbH &
    Co. KG

In a separate request, PBR sought and obtained the Court's
authority to file under seal (i) certain portions of its contract
objection and (ii) the entire Limited Liability Company Agreement
entered with the Debtors.

In another request, the Debtors sought and obtained the Court's
authority to file a redacted copy of an OEM Receive Production,
Marketing and License Agreement entered with XM Satellite Radio
Inc. to be appended in the Debtors' response to XM Satellite's
Contract Objection.

Computer Sciences Corporation withdrew its previous objection to
the Modified Plan, citing that the Debtors have agreed to insert
Computer Sciences' proposed protective language into any order
confirming the Modified Plan or approving the Alternative Sale.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Plan Exclusivity Extended to September 30
------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York has granted Delphi Corp. a September 30, 2009
extension of its exclusive period to propose a Chapter 11 plan,
and a November 30 extension of the period to solicit acceptances
of that plan.

The official committee of unsecured creditors in Delphi Corp.'s
cases originally argued against an extension.  It pointed out that
cause can not be shown to further extend the Debtors' exclusive
periods.  The Committee complains that the Debtors already
proposed a Chapter 11 plan that provides essentially no recovery
to unsecured creditors, while providing General Motors Corporation
and Platinum Equity LLC with the potential for extraordinary
returns.  If the Confirmed First Amended Plan of Reorganization is
not confirmed, extension of the Debtors' Exclusive Periods would
not be in the best interest of the Debtors' estates and the
Debtors' creditors, the Committee notes.  The Committee stresses
that the Debtors have had the benefit of exclusivity for nearly
four years.  Since the Debtors were unable to effectuate a
feasible Chapter 11 plan within the timeframe, the Committee
asserts that it should now be given the opportunity to try to do
so.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, told the Court on July 22, 2009,
that the parties have resolved the Committee's objection.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Black, Et Al.'S Motion to Intervene in Cases
---------------------------------------------------------
Dennis Black and Charles Cunningham, participants in the Delphi
Retirement Program for Salaried Employees, and the Delphi
Salaried Retiree Association objected to the Debtors' Confirmed
First Amended Plan of Reorganization, as modified on June 1,
2009.  The DSRA, together with Messrs. Black and Cunningham,
assert that the Modified Plan depends on a termination of the
Salaried Retirees Plan that is neither assured nor imminent.

Joseph T. Moldova, Esq., at Morrison Cohen LLP, in New York,
notes that the DSRA and Messrs. Black and Cunningham or the
"Salaried Retirees" believe that they have standing to file the
Plan Objection as a matter right under Sections 1109 and 1128 of
the Bankruptcy Code.  He further points out that under Section
1109, the Salaried Retirees quality as parties-in-interest in the
Debtors' Chapter 11 cases.  Indeed, if the Modified Plan is
confirmed, the Salaried Retirees will be drastically impacted
financially, Mr. Moldova asserts.

However, to the extent that the Salaried Retirees are not deemed
as party-in-interest in the Debtors' Chapter 11 cases, the
Salaried Retirees seek the Court's permission to intervene in the
Debtors' bankruptcy cases.

Rule 2018 (a) of the Federal Rules of Bankruptcy Procedure is
designed to allow intervention by entities that would have a
right to take part in a bankruptcy case.  In this context, Mr.
Moldova points out that no other entity exists to adequately
protect the salaried retirees' position concerning the
impermissibility of resolving the Salaried Retirees Plan
termination questions.  More importantly, the Salaried Retirees
assure the Court that their intervention will not result in any
delay or prejudice that would not be warranted.  The Salaried
Retirees relate that they do not seek any extension of time and
are prepared to go forward with their Plan Objection.  The
Salaried Retirees aver that even if their intervention will cause
delay, that delay would be appropriate under the present
circumstances.

                      Debtors Object

The Debtors' counsel, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, asserts
that the filing of the Salaried Retirees' Motion within eight
days before an omnibus hearing on July 23, 2009, violates the
Supplemental Case Management Order.

The Debtors object to the Motion to Intervene because DSRA is not
a party-in-interest in the Debtors' Chapter 11 cases under
Section 1109.  The Debtors reserve the right to supplement their
objection.

For those reasons, the Debtors ask the Court to disregard the
Salaried Retirees' Motion at the July 23, 2009.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: J. Sumpter's Motion to Enforce COBRA Benefit
---------------------------------------------------------
James B. Sumpter, a salaried retiree of the Debtors, ask the
Bankruptcy Court to compel the enforcement of Consolidated Omnibus
Budget Reconciliation Act benefits to the Debtors' salaried
retirees and a COBRA settlement in lieu of lifetime benefits for
the salaried retirees.

Mr. Sumpter argues that his Motion to Enforce will, among others:

-- delay action on the Debtors' Confirmed First Amended Plan of
    Reorganization, as modified, until coordinated rulings have
    been issued by the United States Department of Treasury and
    the United States Department of Labor, which rulings were
    sought by Mr. Sumpter;

-- order the Debtors to provide salaried retirees COBRA
    coverage retroactively from April 1, 2009, until the death
    of each eligible retiree, in conformance with relevant
    sections of Title 26 and Title 29 of the United States Code;

-- order the Debtors to immediately reimburse salaried
    retirees' premiums paid exceeding 102% COBRA rate mandated
    by statute;

-- instruct that all potential successor employers,
    transferees, and asset purchasers be advised by the Debtors
    prior to any transaction that they may have continuing
    coverage liabilities; and

-- order the Debtors, prior to any reorganization, in
    lieu of lifetime continuing coverage, to make a one time
    payment of $532,169,000, to be adjusted with any payment
    data corrections and less reimbursed premiums; to the Delphi
    Salaried Retirees Voluntary Employee Beneficiary
    Association, as full settlement.

Mr. Sumpter further asks the Court to hear the Motion to Enforce
on July 23, 2009.


                         About Delphi Corp

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

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

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

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


DELPHI CORP: Labor Dept. to Extend Help to 900 Saginaw Workers
--------------------------------------------------------------
The United States Department of Labor, through a Trade Adjustment
Assistance program, may extend help to about 900 former workers
at Delphi Corporation's steering plant in Saginaw, Michigan, The
Associated Press reports.  The Assistance Program offers job
retraining and other assistance to eligible former auto supply
workers, AP notes.  Former workers who lost their jobs due to
outsourcing or international trade will qualify under the
assistance program, the AP relates

                         About Delphi Corp

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

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

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

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


DELTA PETROLEUM: Registers 93.7 Million Shares Held by Tracinda
---------------------------------------------------------------
Delta Petroleum Corporation filed a Form S-3 registration
statement in connection with the possible sale by its stockholder,
Tracinda Corporation, of up to 93,797,701 shares of Delta common
stock.

On February 20, 2008, Delta Petroleum sold to Tracinda, in a
private placement, 36 million shares of the Company's common stock
at a purchase price of $19.00 per share.

In accordance with a Company Stock Purchase Agreement, dated as of
December 29, 2007, between Delta Petroleum and Tracinda, Delta
Petroleum agreed to register for resale the 36 million shares
issued to Tracinda and any other Delta shares acquired by Tracinda
before or after the closing of the Tracinda transaction.  As of
July 20, 2009, Tracinda held an additional 57,797,701 shares of
our common stock included in the prospectus, 53,333,333 of which
were purchased in the Company's May 2009 underwritten registered
public offering.

"Therefore, we have prepared and filed this prospectus for the
purpose of any such resale by Tracinda, but we do not know when or
whether, or at what price, any or all of these shares may be
sold," the Company said.

Tracinda may sell the common stock at prices and on terms
determined by the market, in negotiated transactions or through
underwriters.  Delta will not receive any proceeds from the sale
of shares by Tracinda.

Delta's common stock is traded on The NASDAQ Global Select
Market(R) under the symbol "DPTR."  On July 20, 2009, Delta shares
traded on The NASDAQ Global Select Market(R) at $1.90 per share.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?400a

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007.  The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.

At March 31, 2009, the Company's balance sheet showed total assets
of $1.88 billion, total current liabilities of $667.9 million and
total long-term liabilities of $452.6 million, and $764.6 million
in stockholders' equity.

According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2.  Delta's Speculative Grade Liquidity rating remains at
SGL-4.  Moody's said that the outlook is negative.

The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'.  S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.


DETROIT PUBLIC: Moody's Cuts Rating on $5.4 Mil. Bonds to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba2 the
underlying rating on the $5.4 million of outstanding Detroit
Public Schools' School Building and Site Improvement Bonds, Series
1996A.  Concurrently, Moody's has revised the outlook to negative
from stable.  The outstanding Series 1996A debt is scheduled to
mature in 2011 and comprises the only general obligation debt of
the district that carries an underlying rating from Moody's.  The
Series 1996A bonds are secured by the district's general
obligation unlimited tax pledge.  The B1 rating reflects the
district's limited revenue raising flexibility; long-term trends
of population erosion resulting in declining enrollment and
revenue trends; a weakened balance sheet supported by previously
issued deficit elimination bonds; significant deferred maintenance
needs; and a heightened risk that the district will avail itself
of federal bankruptcy protection.  Exacerbating these trends,
recent external challenges including an extremely stressed
regional economy and pressured state aid revenue stream are
expected to continue.  The negative outlook reflects Moody's
concern that district's operations will remain pressured and it
may not meet its objective of eliminating sizable accumulated
deficits in the near term.  Moody's expects internal and external
forces to continue to weigh very heavily on the district's
capacity to restore structural balance.  The enhanced A1 and Aa3
ratings, both with negative outlook, assigned to the districts
outstanding general obligation debt are unaffected by the revision
to the underlying rating, as they are dependent on the state of
Michigan's credit rating.

   Challenged Economic Tax Base; Weak Demographic Trends Persist

The district serves the City of Detroit (GOULT rated Ba2 Watchlist
for further downgrade; GOLT rated Ba3 Watchlist for further
downgrade).  Despite a few positive developments and
diversification of Detroit's economy, the city's economic and
demographic profile remains one of the weakest in the nation.
Although the recent expansion of casinos and the healthcare sector
are important in providing a measure of diversity to the city and
the district's tax base, the challenges of the corporate domestic
auto manufacturing sector continue to dominate the regional
economy.  While Detroit is home primarily to research and
development and non-manufacturing jobs, its tax base and economic
well-being remains extremely vulnerable to this sector.  Both
Chrysler (rating withdrawn), the district's top tax payer at 5.7%
of taxable valuation, and General Motors (rating withdrawn), the
district's fourth largest tax payer at 1.5% of taxable valuation,
filed for protection from creditors under Chapter 11 of the US
Bankruptcy Code in recent months and continue to remain a large
presence within the district.

Over the past five decades, Detroit's population has fallen by
nearly half.  Despite a labor force which has declined from
633,000 (in 1980) to 322,215 (June 2006), unemployment levels have
remained persistently high.  Unemployment has increased more
rapidly in 2008 and 2009 (22.8% in April 2009, compared to 12.7%
state and 8.6% national rates) and is expected to continue to grow
higher.  Since 1980, the city's lowest annual unemployment figure
was 6.6%, achieved in 2000, compared to 3.6% state and 4.0%
nationally that same year.  Evidence of economic challenge is also
found in the metro area's rate of home foreclosures which is among
the highest in the country and poverty rates that persist at rates
more than twice the state average.  Wealth indicators have
generally declined since 1970 (per capita income was 95% of the
state average) compared to the 2000 census (PCI equaled 66.4% of
the state average).

              Enrollment Suffers Continued Declines;
    Revenue And Enrollment Downward Trends Expected To Continue

As the city's population has continued to decline, the district's
enrollment, a key determinant to state aid funding, has also
declined.  During fiscal 1998, the district recorded a peak count
of 173,871 pupils. By fiscal 2008, the number of pupils had
declined to 106,485 which represents a decline of 67,386 pupils or
38.8% of the total student population.  Average annual enrollment
decline from 2004 through 2008 was approximately 7.5%.  This
includes an above average decline in fiscal 2007, mostly
attributed to the illegal protracted teachers strike and the
related school closings at the beginning of the school year.
While some students migrated back to the district, the material
revenue impact was carried forward and resulted in a long-term
loss of a portion of that population and revenue base.  During
fiscal 2010, the number of pupils is expected to drop again to
83,777.  With no changes in the state aid funding formula,
district revenues are projected to drop $79.1 million in fiscal
2010 due to continued enrollment decline.

Per state law, because the district's enrollment has fallen below
100,000, the district could lose its designated as a first-class
district.  Without this special designation, community colleges
within the city are no longer prevented from authorizing
additional charter schools within the district's boundaries.
Growth in charter schools and open enrollment policies in
neighboring districts are expected to continue to challenge the
district's efforts to attract and retain students and present the
district with difficult budgeting challenges and expenditure
reductions moving forward.

             Financial Profile Remains Extremely Weak;
             Balance Sheet Supported By Debt Issuance

The district has realized substantial operating deficits for the
last seven fiscal years, bringing the General Fund balance from a
modest $74.7 million in fiscal 2003 (4.7% of General Fund
revenues) to a negative $139.7 million (negative 11.8% of General
Fund revenues) in fiscal 2008.  In fiscal 2004, the district
realized a substantial $124 million operating deficit resulting in
an unreserved, undesignated General Fund balance of negative
$63.7 million.  In that same year, the district received approval
from the state to refinance approximately $210 million of short-
term State Aid Anticipation Notes outstanding as long-term debt
payable over 15 years.  Although the district realized an
additional operating loss of $115 million in fiscal 2005, the
district recorded a positive General Fund balance of approximately
$47 million mainly due to the refinancing.  The district realized
more moderate operating deficits in fiscal 2006 and fiscal 2007 of
$25 million and $14.9 million, respectively as reflected in the
audited financial statements.  The repayment of the refinanced
debt which bolstered General Fund reserves in 2005 began in fiscal
2007.  As a part of the conditions for the state approval, the
district agreed to maintain a positive General Fund balance and
make its finances subject to a Fiscal Review Committee designated
by the State Treasurer.

While the published fiscal 2007 Comprehensive Annual Financial
Report reflects a lean $7.2 million General Fund balance, the
recently published fiscal 2008 audited financial statement notes a
restatement of this balance to a negative $3.78 million (negative
0.3% of General Fund revenues) to correct errors made in
calculations for that fiscal year.  Fiscal 2008 audited results
reflected a $136.9 million General Fund operating deficit and
preliminary results for fiscal 2009 indicate an additional
operating deficit of $137 million bringing the General Fund
balance to a substantial negative $276.8 million at year end.

     State Superintendent Assigns Emergency Financial Manager;
             Updated Deficit Elimination Plan Expected;
                  Possibility Of Bankruptcy Filing

Per state law, in August 2008, the district submitted an updated
Deficit Elimination Plan to the state.  The Governor then
appointed a team to review the district's finances which
determined that a fiscal emergency did exist at the district.  In
January 2009, the State Superintendent appointed an Emergency
Financial Manager to oversee all of the district's financial
operations for a one year period beginning March 2, 2009.

The current EFM and district management have outlined substantial
changes to the district's organization and operations which are
expected to result in a modest operating surplus and a total
General Fund balance of negative $259 million at the end of fiscal
2010.  Changes include the closure of 29 schools and the
restructuring of 40 schools; partnering with private management
companies to advise the district on the operation of 17 high
schools, workforce cost containment through over 2,400 layoffs and
the renegotiation of contracts with staff and vendors; and the
reorganization of the functions of transportation, plant
operations, security and technology.  An updated DEP is currently
being developed which would also detail the district's plan to
eliminate the General Fund's deficit position within five years.
Among several options to address the General Fund's deficit
position, the district has considered filing for federal
bankruptcy protection under Chapter 9 of the US Bankruptcy Code.
Moody's will continue to monitor the district's credit quality as
further developments occur.

                       Capital Needs Remain

Despite declining enrollments and the closure of some schools, the
district faces many deferred maintenance capital needs.  Moody's
notes that the average age of a school exceeds 50 years, even
after the recent construction of approximately 20 new buildings.
With an existing high debt burden (11.4%) coupled with slow
amortization (42% in ten years), the district will be challenged
to address their capital needs at a time of operating pressure.
Management has outlined $1.2 billion capital plan addressing the
district's infrastructure redesign through 2015 which it expects
to present to the state and district voters for approval in the
coming months.

                              Outlook

The negative outlook reflects Moody's concern that district's
operations will remain extremely pressured and it may not meet its
objective of balancing financial operations or eliminating the
accumulated General Fund deficit in the near term.  Although the
district continues to work with the state to return to balanced
operations, Moody's expects internal and external forces to
continue to weigh very heavily on the district's capacity to
restore structural balance and curtail the continued loss of its
student population.  The negative outlook also factors in the
possibility that the district will file for federal bankruptcy
protection under Chapter 9 of the US Bankruptcy Code, as the EFM
has stated he is considering this option. Given the lack of
history of municipal bankruptcy, it is unclear which district
revenues, assets and debt obligations could be affected by
bankruptcy proceedings and that a bankruptcy filing could weaken
the district's ability to meet debt obligations.

                What Could Change The Rating - Up

  -- Ability to implement and realize the goals of an updated
     Deficit Elimination Plan in timely manner

  -- Structurally balanced operations in fiscal 2010 and beyond

               What Could Change The Rating - Down

  -- Continued revenue losses resulting in ongoing operating
     deficits and a weakened balance sheet

  -- Inability to implement and realize the goals of the Deficit
     Elimination Plan in timely manner

  -- Significant change to the debt profile

  -- District filing for federal bankruptcy protection under
     Chapter 9 of the US Bankruptcy Code

                        Key Statistics

* 2000 population: 951,267 (a 7.5% decline from previous census)

* Full valuation: $26.9 billion

* Full value per capita: $28,289

* Per capita income as % of the state (2000 census): 66.4% (68.2%
  of the nation)

* Largest taxpayer as a % of taxable valuation: 5.7% (Chrysler)

* Debt burden: 11.4%

* Average annual enrollment decline (2004-2008): 7.5%

* Fiscal 2008 General Fund balance: negative $139.7 million, or
  negative 11.8% of General Fund revenues

The last rating action regarding the district's general obligation
debt was on February 6, 2009, when the district's rating was
downgraded to Ba2 with a stable outlook assigned.


DEVA APARTMENTS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Deva Apartments, Inc.
        5126 North Habana Ave., #113
        Tampa, FL 33614

Bankruptcy Case No.: 09-15938

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Todd H. Seiden, Esq.
                  4263 Henderson Boulevard
                  Tampa, FL 33629
                  Tel: (813) 287-8455
                  Email: thseiden@fpslegal.com

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

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

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

         http://bankrupt.com/misc/flmb09-15938.pdf

The petition was signed by John Romericus.


DFI PROCEEDS: Court Confirms Joint Plan of Liquidation
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
confirmed on July 21, 2009, the modified Chapter 11 Joint Plan of
Liquidation of DFI Proceeds, Inc. and the official committee of
unsecured creditors, which was filed on March 18, 2009,

As reported on May 26, 2009, the Bankruptcy Court set a hearing
for July 15, 2009, to consider confirmation of the Plan.

The Plan implements the distribution of the proceeds from the sale
of the Debtor's assets to Land-O-Sun Dairies, LLC, after the
payment of allowed secured claims.  The sale closed on
September 22, 2008.

On the Plan's Effective Date, all remaining assets of the Debtor
and its estate, including all unencumbered assets and all Cash,
will be transferred to and vest in the Liquidating Trust.  From
the proceeds held in the Liquidating Trust, the Liquidating
Trustee is to make distribution to claims in accordance with the
Plan terms.

General Unsecured Claims will receive from the Liquidating
Trustee, in full satisfaction of its claim, its Pro Rata share of
the Class 3 Distribution Amount.

On the Plan's Effective Date, the Old Equity Interests will be
cancelled and each holder thereof will not receive or retain any
property or interest on account of said Interests.

Holders of Subordinated 510(c) Claims and Subordinated 510(b)
Claims will not receive or retain any property under the Plan and
are deemed to reject the Plan.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan of Reorganization is available at:

        http://bankrupt.com/misc/DFIProceeds.DSPart1.pdf
        http://bankrupt.com/misc/DFIProceeds.DSPart2.pdf
        http://bankrupt.com/misc/DFIProceeds.DSPart3.pdf

                        About DFI Proceeds

Based in Decatur, Ind., Driggs Farms of Indiana Inc. nka. DFI
Proceeds, Inc., manufactures frozen desserts & novelties and dairy
products.  The Company filed for Chapter 11 protection on
June 20, 2008 (N.D. Indiana Case No. 08-11955).  Daniel J.
Skekloff, Esq., Sarah Mustard Heil, Esq., and Scot T. Skekloff,
Esq., at Skekloff, Adelsperger & Kleven, LLP, are bankruptcy
counsel to the Debtor.  Mark A. Warsco, Esq., and Christine M.
Marcuccilli, Esq., at Rothberg Logan & Warsco L.L.P., represent
the official committee of unsecured creditors.  When the Debtor
filed for protection from its creditors, it listed between
$10 million and $50 million each in assets and debts.


DOT VN: Louisa Huynh Names Communications and Biz Dev't Director
----------------------------------------------------------------
Dot VN, Inc., has hired Louisa T. Huynh as the Director of
Communications and Business Development.  Huynh will be
responsible for managing communications, including all internal
and external Vietnamese communications, as well as managing public
relations in Vietnam, assisting in the development of the
Company's communication strategies and developing marketing and
sales campaigns that appeal to the Vietnamese market.

"Ms. Huynh is a highly respected and recognized journalist in
Vietnam," said Thomas Johnson, Chief Executive Officer of Dot VN,
Inc. "While located in the U.S., she will assist in building the
Company's image and communications program. We are very happy to
have her on Dot VN's team."

Ms. Huynh began as a journalist in the VTVNews department of
Vietnam Television's International Channel, VTV4. While at VTV4,
Huynh hosted the first talk show ever to be aired on Vietnamese
television conducted entirely in English.  On Talk Vietnam, Ms.
Huynh interviewed guests of a wide variety, including diplomats,
Nobel Laureates, business development executives and international
superstars.  Her program reached audiences in five continents.

Ms. Huynh also served as a consultant for the Vietnam Chamber of
Commerce and Industry, consulting in matters related to the
preparation of the 2006 APEC Summit in Hanoi, Vietnam.  As a
consultant, Ms. Huynh reviewed press releases and literature
written for the event in addition to taking on duties as emcee for
the 2006 "Doing Business with Vietnam" Forum.

Ms. Huynh has accumulated an expansive portfolio of emcee work.
Some events in which she has hosted include a discussion with Bill
Gates, the 2006 APEC CEO Summit, 2006 Discussion with President
Bill Clinton and the 100 ASEAN Leadership Forum.

Ms. Huynh graduated with a degree in Journalism from New York
University.

                         About Dot VN, Inc.

Dot VN, Inc. (OTC: DTVI.PK) -- http://www.dotvn.com-- offers
Internet services and related online business e-commerce services
in Vietnam and internationally.

At January 31, 2009, the company's balance sheet showed total
assets of $2,192,062 and total liabilities (all current) of
$11,436,827 resulting in a shareholders' deficit of $9,244,765.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 23, 2008,
Chang G. Park, CPA, from San Diego, California, expressed on
Sept. 10, 2008, substantial doubt about Dot VN Inc.'s ability to
continue as a going concern after auditing the company's condensed
consolidated balance sheet as of July 31, 2008.  The auditing firm
reported that the company experienced losses from operations.

The auditor said the company has had limited revenues due to
the early stage of its efforts to transition into the marketing of
its Internet resources.  Consequently, the company has incurred
recurring losses from operations.  These factors, as well as the
risks associated with raising capital through the issuance of
equity and debt securities creates uncertainty as to the company's
ability to continue as a going concern, the auditor continued.


E*TRADE FIN'L: Special Stockholders' Meeting on August 19
---------------------------------------------------------
A Special Meeting of Stockholders of E*TRADE Financial Corporation
will be held at Sofitel Hotel, 45 West 44th Street (between 5th &
6th Aves), New York, at 9 a.m. local time on Wednesday, August 19,
2009, for these purposes:

     (1) To amend the Company's Restated Certificate of
         Incorporation to increase the number of authorized shares
         of common stock, par value $0.01, from 1,200,000,000 to
         4,000,000,000 -- and, correspondingly, increase the total
         number of authorized shares of capital stock from
         1,201,000,000 to 4,001,000,000;

     (2) To approve under the applicable provisions of NASDAQ
         Marketplace Rule 5635 the issuance of Class A Senior
         Convertible Debentures due 2019 and Class B Senior
         Convertible Debentures due 2019 (and the issuance of
         common stock issuable upon conversion of the Class A
         Senior Convertible Debentures due 2019 and Class B Senior
         Convertible Debentures due 2019) in connection with the
         proposed debt exchange transaction;

     (3) To approve under the applicable provisions of NASDAQ
         Marketplace Rule 5635 the potential issuance of common
         stock, or securities convertible into or exchangeable or
         exercisable for common stock, in connection with future
         debt exchange transactions in an amount up to 365 million
         shares;

     (4) To grant management the authority to adjourn, postpone or
         continue the Special Meeting.

The E*TRADE Board of Directors recommends stockholders vote for
the proposals.

"We believe that these transactions are not only in the best
interest of all of our stockholders, but also critical to the
immediate future of the Company," said Donald H. Layton, Chairman
of the Board and Chief Executive Officer.

E*TRADE has adopted and is implementing a plan to strengthen its
capital structure by raising cash equity primarily to support
E*TRADE Bank and to reduce the Company's debt burden.  E*TRADE
completed the first step of the plan on June 24, 2009, when it
closed a public offering of its common stock and raised nearly
$600 million.  The next step is completion of E*TRADE's debt
exchange.

On June 22, 2009, E*TRADE commenced the Debt Exchange in which it
is offering to exchange up to roughly $1.7 billion of its
outstanding debt securities for an equivalent amount of newly-
issued convertible debentures due 2019.

"The Debt Exchange will significantly reduce our debt burden by
materially reducing interest costs, lengthening the weighted-
average maturities of our indebtedness and potentially reducing
our repayment obligations to the extent that holders of the
Debentures convert rather than hold to maturity," Mr. Layton said.

Citadel Investment Group L.L.C, E*TRADE's largest stock and bond
holder, has tendered roughly $1.230 billion aggregate principal
amount of the notes owned by it in the Debt Exchange and has
agreed to vote in favor of Proposals 1, 2 and 3.

A full-text copy of the Proxy Statement is available at no charge
at http://ResearchArchives.com/t/s?4002

Meanwhile, E*TRADE filed an Amendment No. 1 to Application for
Qualification of Indentures on Form T-3 filed by E*TRADE with the
Securities and Exchange Commission on June 22, 2009, to include a
Supplemental Offering Memorandum and Consent Solicitation
Statement to the Application.  A full-text copy of the Supplement
is available at no charge at http://ResearchArchives.com/t/s?4004

                      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.

                          *     *     *

According to the Troubled Company Reporter on June 23, 2009,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on E*TRADE Financial Corp., 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 removed the ratings from CreditWatch-
Negative, where they were placed May 21, 2009.  The outlook is
negative.

As reported by the Troubled Company Reporter on May 18, 2009,
Moody's Investors Service downgraded to Caa3 from B2 the ratings
on the senior unsecured bonds of E*TRADE.  Moody's also lowered to
B3 from B2 E*TRADE's long-term issuer rating.  All long-term
ratings including those of E*TRADE's thrift subsidiary, E*TRADE
Bank (BFSR at D-, Deposit Rating at Ba3), remain on review for
possible downgrade, originally commenced on April 29, 2009.
E*TRADE Bank's short-term rating remains Not-Prime.

The downgrade of the bond ratings to Caa3 reflects the increased
probability of material credit losses for E*TRADE's senior
bondholders as a result of the company's stated strategy to employ
debt-for-equity exchanges as the primary tool in reducing leverage
and improving the company's precarious financial condition.
E*TRADE said in a regulatory filing that it "anticipate[d] that
the primary method for reducing [its] debt will involve debt-for-
equity exchanges."


E*TRADE FIN'L: Narrows Net Loss to $143 Million for Q2 2009
-----------------------------------------------------------
E*TRADE FINANCIAL Corporation reported a net loss of $143 million,
or $0.22 per share, for the second quarter ended June 30, 2009,
compared with a net loss of $233 million, or $0.41 per share, in
the prior quarter and a net loss of $95 million, or $0.19 per
share, a year ago.

As of June 30, 2009, the Company had $47.9 billion in total assets
and $44.9 billion in total liabilities, resulting in $2.98 billion
in shareholders' equity.

"This quarter marked several important milestones for the
Company," said Donald H. Layton, Chairman and CEO of E*TRADE.
"Our core franchise generated excellent volumes and profit, our
credit provision continued to moderate quarter over quarter, and
we completed most of the key components of a major
recapitalization of the Company."

"Our online brokerage business is thriving," continued Mr. Layton.
"Volumes are up versus last quarter, our average commission per
trade is higher, and interest spreads are much improved as our
balance sheet continues its managed shrinkage.  We also saw an
increase in margin receivables as customer buying power and
confidence improved."

The Company reported record total DARTs of 221,000 in the second
quarter, a 14% sequential quarterly increase and a 28% increase
versus the year ago quarter.  The Company also added 54,000 net
new brokerage accounts during the period.  At quarter end, E*TRADE
reported a record 4.5 million customer accounts, which included a
record 2.7 million brokerage accounts.

Commissions, fees and service charges, principal transactions, and
other revenue for the second quarter were $238 million, an
increase of 18% versus the first quarter.  This reflects higher
revenue from the increase in customer activity, including the
record DARTs and a higher average commission per trade of $11.05
due to transaction mix.

The Company reported net interest income of $340 million, an
increase from $279 million in the first quarter, as a result of a
57 basis point expansion in the interest income spread.  The
greater interest income spread resulted from a variety of factors,
the largest of which was a 50 basis point reduction in annual
percentage yield on the Complete Savings Account during the
quarter.

Total operating expense increased by $35 million to $329 million
from the prior quarter, as a result of a $29 million increase in
FDIC insurance fees -- including a $22 million one-time special
assessment -- and a $10 million increase in reserves for legal
matters.  The higher volume-related costs due to record trading
activity were thus more than offset by the impact of ongoing
expense productivity programs.

The Company continued to make progress during the second quarter
in reducing balance sheet risk as its loan portfolio continued its
run-off, shrinking by roughly $1.3 billion from last quarter, of
which roughly $900 million was related to prepayments or scheduled
principal reductions.  To accommodate this planned long-term
reduction in assets, the Company is also similarly reducing its
liabilities.  As a result, total customer cash and deposits were
reduced by $700 million to $33.7 billion.  This was composed of a
$1 billion increase in brokerage cash, offset by a $1.7 billion
reduction in CSA and other bank deposits.  Margin receivables
increased from $2.4 billion to $3.1 billion.

"For the second consecutive quarter, our loan portfolio has shown
improving delinquency trends," said Mr. Layton.  "The decline in
special mention and at-risk delinquencies has led to another
quarterly reduction in provision expense.  Later this year we
expect the quarterly provision to drop below the amount of
quarterly charge-offs, which we believe have peaked this quarter."

In the home equity portfolio, which represents the Company's
greatest exposure to loan losses, special mention delinquencies
(30-89 days) decreased 12% in the quarter, while at-risk
delinquencies (30-179 days) declined 19%.  Total special mention
delinquencies for the Company's entire bank loan portfolio, which
also includes one- to four-family and consumer and other loans,
declined by 8% in the quarter.

Second quarter provision for loan losses decreased $49 million
from the prior quarter to $405 million.  Total allowance for loan
losses essentially was flat at $1.2 billion, or 5% of gross loans
receivable.  Total net charge-offs in the quarter were
$386 million, an increase of $53 million from the prior quarter.

"During the quarter, the Company made very substantial progress in
executing its comprehensive capital plan, and we are thrilled with
the results," said Mr. Layton.  "The additional net cash equity
strengthens the Bank's capital position considerably.  And,
assuming completion, our pending debt exchange will significantly
reduce the Parent company's debt service burden."

In June, the Company successfully raised more than $600 million of
common equity, which is being used to inject capital into E*TRADE
Bank as well as to enhance the Parent company's liquidity.  In
total, the Company injected $500 million in equity into the Bank
during the second quarter.  As a result, the Company reported Bank
Tier 1 capital ratios of 6.79% to total adjusted assets and 12.65%
to risk-weighted assets.  The Bank had excess risk-based capital
(i.e., above the level regulators define as well-capitalized) of
$916 million as of June 30, 2009.

In addition, the Company expects to exchange roughly $1.7 billion
of its 8% Senior Notes due 2011 and 12.5% Springing Lien Notes due
2017 for an equal principal amount of newly-issued Convertible
Debentures due 2019 by the end of the third quarter, pending
shareholder and regulatory approval.  The debentures will not bear
interest (whether in cash or in-kind) nor will the principal
amount increase over time in lieu of interest.  Upon completion,
this exchange will reduce the run rate of the Parent company's
annual interest expense by over $200 million, to roughly
$170 million per annum.  The Company will hold a Special Meeting
of Shareholders on August 19, 2009, to seek approval for the
exchange.

Historical monthly metrics from January 2006 to June 2009 can be
found on the E*TRADE FINANCIAL Investor Relations Web site at:

                    https://investor.etrade.com/

A copy of Q209 Earnings Conference Call Script is available at no
charge at http://ResearchArchives.com/t/s?4006

A copy of an internal message to E*TRADE employees, reviewing
highlights of the Company's second quarter 2009 earnings results,
is available at no charge at http://ResearchArchives.com/t/s?4005

A copy of the script from an internal quarterly update video from
E*TRADE CEO Don Layton to E*TRADE employees is available at no
charge at http://ResearchArchives.com/t/s?4007

                      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.

                           *     *     *

According to the Troubled Company Reporter on June 23, 2009,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on E*TRADE Financial Corp., 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 removed the ratings from CreditWatch-
Negative, where they were placed May 21, 2009.  The outlook is
negative.

As reported by the Troubled Company Reporter on May 18, 2009,
Moody's Investors Service downgraded to Caa3 from B2 the ratings
on the senior unsecured bonds of E*TRADE.  Moody's also lowered to
B3 from B2 E*TRADE's long-term issuer rating.  All long-term
ratings including those of E*TRADE's thrift subsidiary, E*TRADE
Bank (BFSR at D-, Deposit Rating at Ba3), remain on review for
possible downgrade, originally commenced on April 29, 2009.
E*TRADE Bank's short-term rating remains Not-Prime.

The downgrade of the bond ratings to Caa3 reflects the increased
probability of material credit losses for E*TRADE's senior
bondholders as a result of the company's stated strategy to employ
debt-for-equity exchanges as the primary tool in reducing leverage
and improving the company's precarious financial condition.
E*TRADE said in a regulatory filing that it "anticipate[d] that
the primary method for reducing [its] debt will involve debt-for-
equity exchanges."


EDUCATION MANAGEMENT: Moody's Upgrades Corp. Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Education Management LLC to B1 from B2, reflecting Moody's
expectations of continued reduction in financial leverage and
ongoing strength in demand for higher education.  The upgrade is
further supported by stabilization in the availability of, and
government commitment to, Title IV funding for student loans.  The
outlook for the ratings is stable.

Moody's also upgraded EDMC's speculative grade liquidity rating to
SGL-1 from SGL-2, reflecting Moody's expectations of improved
internal cash flow generation, cash on the balance sheet and ample
covenant cushions.

The ratings are supported by the recent strength in enrollment
trends, the predictability in revenues associated with multi-year
degree programs, and expectations of strong liquidity.  The
ratings also incorporate Moody's expectation that credit metrics
are improving to levels that in line with the B1 rating category
as the company benefits from an environment where higher
unemployment increases the need for retraining and educational
certifications/degrees.

The ratings remain constrained by funding pressures in the private
student loan market and the fact that a very large portion of the
company's revenues and enrollments are predicated on students'
ability to borrow.  Moody's expects bad debt expense to continue
to increase as the company has become a direct lender to select
students since August 2008.  Although credit metrics are
improving, leverage remains relatively high and free cash flow
generation net of significant growth-oriented capital expenditures
remains low relative to outstanding debt.

Moody's took these rating actions:

* Upgraded the Corporate Family Rating to B1 from B2;

* Upgraded the Probability of Default Rating to B1 from B2;

* Upgraded the $322.5 million senior secured revolver due 2012 to
  B1 (LGD3, 42%) from B2 (LGD3, 44%);

* Upgraded the $1,185 million senior secured term loan B due 2013
  to B1 (LGD3, 42%) from B2 (LGD3, 44%);

* Affirmed the B2 (LGD 5, 75%) rating on the $375 million 8.75%
  senior unsecured notes due 2014;

* Upgraded the $385 million 10.25% senior subordinated notes due
  2016 to B3 (LGD 6, 92%) from Caa1 (LGD6, 92%); and

* Upgraded the speculative grade liquidity rating to SGL-1 from
  SGL-2.

The outlook for the ratings is stable.

The last rating action on Education Management was taken on
February 7, 2007, when the B2 Corporate Family Rating was
assigned.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue.
Education Management had revenue of approximately $1.9 billion for
the twelve months ended March 31, 2009.


ELAINE JEFFERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Elaine M. Jeffers
        20 Beech Lane
        Tarrytown, NY 10591

Bankruptcy Case No.: 09-23321

Chapter 11 Petition Date: July 24, 2009

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

Judge: Robert D. Drain

Debtor's Counsel: Dana Patricia Brescia, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  Email: altergold@aol.com

                  Bruce R. Alter, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030

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

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

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

The petition was signed by Ms. Jeffers.


ELECTROGLAS INC: U.S. Trustee Unable to Appoint Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3 notified
the U.S. Bankruptcy Court for the District of Delaware that an
official committee of unsecured creditors has not been appointed
in Electroglas, Inc. and Electroglas International, Inc.'s Chapter
11 cases.

San Jose, California-based Electroglas, Inc., operates a
semiconductor manufacturing machinery.

The Company and Electroglas International, Inc., filed for
Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-
12416).  David B. Stratton, Esq., and James C. Carignan, Esq., at
Pepper Hamilton LLP represents the debtors in their restructuring
efforts.  No official committee of unsecured creditors has been
appointed in the Chapter 11 cases.  The Debtors listed total
assets of $19,625,000 and total debts of $31,542,000.


ELECTROGLAS INC: Meeting of Creditors Scheduled for August 17
-------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3 will
convene a meeting of creditors in Electroglas, Inc. and
Electroglas International, Inc.'s Chapter 11 cases on Aug. 17,
2009, at 11:00 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, Room 2112, 844 King Street, Wilmington,
Delaware.

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.

San Jose, California-based Electroglas, Inc., operates a
semiconductor manufacturing machinery.  The Company and
Electroglas International, Inc., filed for Chapter 11 on July 9,
2009 (Bankr. D. Del. Lead Case No. 09-12416).  David B. Stratton,
Esq., and James C. Carignan, Esq., at Pepper Hamilton LLP
represents the debtors in their restructuring efforts.  The
Debtors listed total assets of $19,625,000 and total debts of
$31,542,000.


ELECTROGLAS INC: Wants Schedules Filing Extended Until September 7
------------------------------------------------------------------
Electroglas, Inc. and Electroglas International, Inc. ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
Sept. 7, 2009, the time to file their schedules of assets and
liabilities and statements of financial affairs.

San Jose, California-based Electroglas, Inc., operates a
semiconductor manufacturing machinery.

The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416.).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represents the debtors in their restructuring
efforts.  No official committee of unsecured creditors has been
appointed in the Chapter 11 cases.  The Debtors listed total
assets of $19,625,000 and total debts of $31,542,000.


ELECTROGLAS INC: Wants to Hire Pepper Hamilton as Counsel
---------------------------------------------------------
Electroglas Inc. and Electroglas International Inc. ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Pepper Hamilton LLP as their counsel.

The firm will, among other things:

   a) represent the Debtor in all aspects of the Chapter 11
      proceedings;

   b) advise the Debtors with respect to their rights, powers and
      duties as debtor and debtor-in-possession in the continued
      management and operation of the businesses and properties;

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

   d) advise and consult the Debtors regarding the conduct of the
      case including all of the legal administrative requirements
      of operating in Chapter 11; and

   e) advise the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts.

The firm's standard hourly rates are:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners and Counsel         $380-$825
      Associates                   $240-$435
      Paraprofessionals            $75-$215

The Debtors assure the Court that the firm does not hold any
interests adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in San Jose, California, Electroglas Inc. operates
a semiconductor manufacturing machinery.  The Company and its
affiliate, Electroglas International Inc., filed for Chapter 11
protecton on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
When the Debtors sought for protection from their creditors, they
listed $19,625,000 in total assets and $31,542,000 in total debts.


ENNIS HOMES: Can Use Lenders' Cash Collateral Until July 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has granted Ennis Homes, Inc., permission to use secured
creditors' cash collateral, not including any funds on deposit
with Chicago Title, Inc., on an interim basis through July 31,
2009, in accordance with a weekly budget.

In its motion, Ennis Homes said that Wells Fargo Bank, Valley
Business Bank and Tri-Counties Bank all have valid liens against
cash collateral, which consists, as of June 30, 2009, of:

   a.  $90,000 on deposit at Suncrest Bank;

   b.  $2,805 in the form of cash of hand; and

   c.  $700,000 in projected loan repayments from Ennis Land
       Development, Inc.

The Debtor will first exhaust the funds in the Suncrest account
and cash on hand before utilizing any funds constituting loan
repayment from Ennis Land Development, Inc.

As further adequate protection for the Debtor's interim use of
cash collateral, Wells Fargo Bank, Valley Business Bank and Tri-
Counties Bank will be granted replacement liens against all of the
Debtor's property, other than real property that is subject to the
existing liens of Wells Fargo Bank.

On or before July 29, 2009, the Debtor, Citizens Business Bank,
and any other party-in-interest wishing to further object or
support the Debtor's current requested use of cash collateral, may
file declarations and any other evidence or arguments on the issue
of whether the Debtor's use of up to $700,000 either provided or
to be provided by Ennis Land Development, Inc., is a proper use of
cash collateral.

A final hearing on the motion is set for August 5, 2009, at
1:30 p.m.

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).  Hagop T. Bedoyan, Esq.,
and Jacob L. Eaton, Esq., represent the Debtor as counsel.  In its
petition, Ennis Homes listed between $100 million and $500 million
each in assets and debts.


ENUCLEUS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Enucleus, Inc.
        2101 Ne 129th Street, Suite 215
        Vancouver, WA 98686

Bankruptcy Case No.: 09-45368

Chapter 11 Petition Date: July 25, 2009

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

Judge: Paul B. Snyder

Debtor's Counsel: Steven D. Talbot, Esq.
                  835 E Colonial Ave., Ste 103
                  Moses Lake, WA 98837
                  Tel: (509) 766-9496
                  Email: STALBOT@IFIBER.TV

Total Assets: $500

Total Debts: $ 4,736,716

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/wawb09-45368.pdf

The petition was signed by Randy Edgerton, president of the
Company.


EXTENDED CARE CONCEPTS: Case Summary & 15 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Extended Care Concepts, LLC
        125 Newtown Road, Suite 300
        Plainview, NY 11803

Bankruptcy Case No.: 09-75465

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Adam P. Wofse, Esq.
                  Lamonica Herbst & Maniscalco LLP
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  Email: AWofse@lhmlawfirm.com

                  Salvatore LaMonica, Esq.
                  Lamonica Herbst & Maniscalco LLP
                  3305 Jerusalem Avenue, Suite 201
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  Email:sl@lmhmlawfirm.com

Total Assets: $282,801

Total Debts: $2,938,945

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

         http://bankrupt.com/misc/nyeb09-75465.pdf

The petition was signed by David Horowitz, president of the
Company.


FIFTH AVENUE PLACE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fifth Avenue Place, LLP
        444 Main Street, Suite 305
        La Crosse, WI 54601

Bankruptcy Case No.: 09-14937

Chapter 11 Petition Date: July 26, 2009

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

Judge: Thomas S. Utschig

Debtor's Counsel: Melvyn L. Hoffman, Esq.
                  Hoffman Law Firm, SC
                  W7042 Meadow Place
                  Onalaska, WI 54650
                  Tel: (608) 782-8098
                  Fax: (608) 785-0780
                  Email: hoffmanlaw@centurytel.net

Total Assets: $1,230,000

Total Debts: $1,163,972

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/wiwb09-14937.pdf

The petition was signed by Jack A. Elder, managing member of the
Company.


FONTAINEBLEAU LAS VEGAS: Bankruptcy Case Stays in Miami
-------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida in Miami said in an opinion that moving
Fontainebleau Las Vegas LLC's Chapter 11 case to Nevada would
neither be convenient nor economical, Bloomberg's Bill Rochelle
reported.  Judge Cristol nevertheless scheduled another hearing
for Aug. 17 where he will decide whether the principal place of
business is in Nevada, where the project is located, or in
Florida, where the executives say they maintain their offices.

In June, sixteen holders of mechanic's and materialsmen's liens in
excess of $111,000,000 against the Debtors filed a motion seeking
the transfer of Fontainebleau's and its affiliates' Chapter 11
cases to the U.S. Bankruptcy Court for the Southern Division of
the District of Nevada.

The Debtors countered that their Chapter 11 cases indisputably
belong in Miami under Sections 1408 and 1412 of the Judiciary and
Judicial Procedures Code.  The Debtors assert that the 16 holders
of mechanic's and materialsmen's liens have identified the wrong
facts and applied the wrong law in their effort to transfer the
cases to Nevada.

According to Scott L. Baena, Esq., Bilzin Sumberg Baena Price &
Axelrod LLP, in Miami, Florida, the Lienholders represent less
than 5% of the more than $2 billion in claims in the Chapter 11
cases.  He added that the Transfer Motion is not supported by the
Debtors' Senior Term Loan lenders holding claims in excess of
$1 billion, or by the Official Committee of Unsecured Creditors
whose members, including two which are based in Nevada, hold
claims of more than $700 million.  The dollar value of claims in
the Cases is held to a large extent by those who do not reside in
or even near Nevada, he says.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  An official
committee of unsecured creditors has been appointed in the Chapter
11 cases.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FRASER PAPERS: Canada Case Is Foreign Main Proceeding
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Bankruptcy
Court for the District of Delaware has recognized Fraser Papers
Inc.'s Canadian reorganization as the "foreign main proceeding".

Fraser's financing comes from CIT Group Inc.  Recognition means
that U.S. creditors must participate in the reorganization in
Ontario under the Companies' Creditors Arrangement Act.

As reported by the Troubled Company Reporter on July 16, 2009, the
Ontario Superior Court of Justice has granted an extension of the
initial Order under which Fraser Papers Inc., together with its
subsidiaries, was granted creditor protection under the Companies'
Creditors Arrangement Act (Canada).

The extension is for 90 days through October 16, 2009, and was
supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.

On July 13, 2009, the Delaware Bankruptcy Court granted the
Company's motion for a recognition order recognizing the CCAA
proceeding as a foreign main proceeding and granting ancillary
relief, including a stay of proceedings.

The Canadian Court also approved the terms of additional financing
from the Government of New Brunswick which will be targeted toward
the completion of the modernization of the Company's lumbermill in
Plaster Rock, New Brunswick.  Fraser Papers expects construction
to commence in the coming weeks with completion targeted for the
end of the third quarter.

The Court also granted Fraser Papers' request to commence a claims
process to establish creditor claims that will require all
creditors to submit claims to the Company for consideration.
Claims under this process must be presented to the Company on or
before September 30, 2009.  Proof of claim information will be
sent to creditors within the next 30 days and will be available on
the Company's Web site -- http://www.fraserpapers.com/-- and the
monitor's Web site -- http://www.pwc.com/car-fraserpapers

Fraser Papers Inc. -- http://www.fraserpapers.com/-- is an
integrated specialty paper company that produces a broad range of
specialty packaging and printing papers. The Company has
operations in New Brunswick, Maine, New Hampshire and Quebec.

Fraser Papers Inc. and five affiliates filed separate chapter 15
petitions on June 18, 2009 (Bankr. D. Del. 09-12123).  Judge Kevin
J. Carey presides over the Chapter 15 case.  Derek C. Abbott,
Esq., and John A. Sensing, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, serve as Chapter 15 counsel.  The Chapter 15 Debtors
disclosed assets and debts exceed $100 million.

The case in Canada is In the Matter of the Plan of Compromise or
Arrangement of Fraser Papers Inc., CV-09-8241-00CL, Ontario
Superior Court of Justice (Toronto).


FREDDIE MAC: Discloses Terms of CEO Haldeman's Employment
---------------------------------------------------------
Freddie Mac -- formally known as the Federal Home Loan Mortgage
Corporation -- said its board of directors has named Charles E.
Haldeman, Jr., as the company's chief executive officer on
July 21, 2009.  The company expects that Mr. Haldeman's employment
will begin in August 2009, following release of the company's
second quarter financial results.

Mr. Haldeman also was elected as a member of the board, effective
the date his employment commences.  Mr. Haldeman will succeed John
A. Koskinen, who has been serving as Freddie Mac's interim chief
executive officer and performing the function of principal
financial officer and who will return to the position of non-
executive chairman of the board.

Mr. Haldeman, 60, joins Freddie Mac from Putnam Investment
Management, LLC, the investment advisor for the Putnam Funds,
where he served as chairman from July 2008 through June 2009.  He
joined Putnam Investments in 2002 as senior managing director and
co-head of the investment division, was appointed president and
chief executive officer in November 2003, and served in that
capacity until June 2008.  A member of Putnam Funds' board of
trustees since 2004, he was named president of the Putnam Funds in
2007.

Prior to joining Putnam, Mr. Haldeman served as chief executive
officer of Delaware Investments from 2000 to 2002, and as chairman
from 2001 to 2002. He was the president and chief operating
officer of United Asset Management Corporation from 1998 to 1999.
Before his service at UAM, he worked in various roles at Cooke &
Bieler, Inc., an investment management firm and affiliate of UAM,
from 1974 to 1998, most recently as managing partner.

Mr. Haldeman earned an M.B.A. from Harvard Business School, a J.D.
from Harvard Law School and an A.B. in economics from Dartmouth
College.  He is a chartered financial analyst.  He is currently
chairman of Dartmouth College's Board of Trustees.  He also serves
on the Harvard Business School Board of Dean's Advisors, the
Partners HealthCare Investment Committee, and the Executive
Committee of the Boston Chamber of Commerce.

Freddie Mac has entered into a Memorandum Agreement with Mr.
Haldeman, which provides for his employment as Chief Executive
Officer of Freddie Mac.  The Federal Housing Finance Agency, the
company's conservator, has approved a Memorandum Agreement and
consulted with the U.S. Department of the Treasury.

The terms of his Memorandum Agreement provide Haldeman with the
following during his employment with Freddie Mac:

     -- An annual base salary of $900,000, which amount may be
        adjusted in the discretion of Freddie Mac, subject to
        approval by FHFA after consulting with Treasury;

     -- To the extent permitted by FHFA, in consultation with
        Treasury, after receipt of clarification on the impact of
        recent regulatory actions impacting Freddie Mac's
        executive compensation, a short-term and long-term
        incentive opportunity that, when added to his base salary,
        would be consistent with the level of compensation
        provided by Freddie Mac's major competitors;

     -- Relocation benefits consisting of Freddie Mac's standard
        executive relocation benefit as well as nine months
        temporary lodging at a local hotel or comparable living
        arrangement (in lieu of Freddie Mac's standard temporary
        living relocation benefit), reimbursement for reasonable
        commuting and necessary living expenses, and reimbursement
        for a limited number of commercial flights between the
        Washington, D.C. area and Pennsylvania for Mr. Haldeman
        and his immediate family members for the first nine months
        of his employment;

     -- The opportunity to participate in all employee benefit
        plans offered to Freddie Mac's senior executive officers,
        including the company's Supplemental Executive Retirement
        Planm, pursuant to the terms of these plans.

     -- If Freddie Mac terminates Haldeman's employment for any
        reason other than cause, he will be eligible to receive
        severance pay and other benefits pursuant to the terms of
        any then-applicable Freddie Mac severance plan or policy,
        subject to the approval of FHFA.

Mr. Haldeman is subject to non-competition and non-solicitation of
employees restrictions for a period of two years and one year,
respectively, following any termination of his employment, and he
is also subject to certain restrictions with respect to
confidential information obtained during the course of his
employment.

Freddie Mac also has entered into a Recapture Agreement with Mr.
Haldeman.  The Recapture Agreement provides for Freddie Mac's
recapture from Mr. Haldeman of Recapture Eligible Compensation --
which, as defined in the Recapture Agreement, varies depending on
which Triggering Event has occurred -- if, at any time during Mr.
Haldeman's employment with Freddie Mac -- or, under certain
circumstances after termination of his employment -- the board of
directors determines and notifies Mr. Haldeman in writing that any
Triggering Event as defined in the Recapture Agreement has
occurred.  The Recapture Period also varies depending on which
Triggering Event has occurred.  In the event that Mr. Haldeman is
terminated for cause, he forfeits rights to any future payment of
annual short-term incentive, long-term incentive or severance
benefits that might otherwise have been due pursuant to the terms
of applicable plans or awards from the date of Mr. Haldeman's
termination forward.  The board has discretion to determine the
appropriate amount required to be recaptured, if any, upon a
Triggering Event, which is intended to be the compensation in
excess of what Freddie Mac would have paid Mr. Haldeman had
Freddie Mac taken into consideration the impact of the Triggering
Event at the time such compensation was awarded.

On July 21, 2009, Freddie Mac entered into an indemnification
agreement with Mr. Haldeman, effective as of the date of his
appointment as the company's chief executive officer.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the Company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FREDDIE MAC: Files June 2009 Monthly Volume Summary
---------------------------------------------------
Freddie Mac -- formally known as the Federal Home Loan Mortgage
Corporation -- issued its June 2009 Monthly Volume Summary on
July 24, 2009.

A full-text copy of the Monthly Volume Summary is available at no
charge at http://ResearchArchives.com/t/s?4008

Meanwhile, in the Form 10-Q filed on May 12, 2009, Freddie Mac
disclosed that its liabilities exceeded its assets by
$6.01 billion at March 31, 2009, and that the Federal Housing
Finance Agency had submitted a draw request, on Freddie Mac's
behalf, to the U.S. Department of the Treasury under the Amended
and Restated Senior Preferred Stock Purchase Agreement, as amended
on May 6, 2009, between Freddie Mac and Treasury in the amount of
$6.1 billion.  The draw request submitted by FHFA was rounded up
to the nearest $100 million. Pursuant to FHFA's request, on
June 30, 2009, Treasury provided $6.1 billion in immediately
available funds to Freddie Mac.

As a result of this draw, the aggregate liquidation preference of
the senior preferred stock has increased from $45.6 billion to
$51.7 billion, and the amount remaining under Treasury's funding
agreement is $149.3 billion, which does not include the $1 billion
of senior preferred stock issued to Treasury as initial
consideration for its funding commitment.

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the Company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FREMONT GENERAL: Equity Committee Has Reorganization Plan
---------------------------------------------------------
The official committee of shareholders formed in Fremont General
Corp.'s Chapter 11 cases has filed a proposed Chapter 11 plan for
the company.  The Plan promises to pay all creditors in full with
interest, unless they elect to give up interest in return for
quicker payment.  Debt includes $63 million in unsecured claims
plus almost $274 million to holders of debt securities.  The
shareholders' plan would be financed with $27.9 million in cash
that Fremont has on hand plus cash held in a nonbankrupt
subsidiary. After the plan becomes effective, the shareholders say
Fremont will have $90 million available.  The equity holders
intend to buy banks and use Fremont's tax loss carryforwards.

As reported by the TCR on July 17, 2009, the U.S. Bankruptcy Court
for the Central District of California, Santa Ana Division,
terminated the "exclusive period" in which only Fremont General
Corporation would be permitted to solicit votes on a filed plan of
reorganization.

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

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

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

                          Fremont's Plan

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

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

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

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

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

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

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

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

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

                     About Fremont General

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

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


FRONTIER AIRLINES: Dist. Court Vacates Hardin's IBT CBA Ruling
--------------------------------------------------------------
Judge Kevin P. Castel of the U.S. District Court for the Southern
District of New York, ruled that the U.S. Bankruptcy Court
"erroneously applied" the standards of Section 1113 of the
Bankruptcy Code, from which it based its finding on the contents
of a modification proposal relating to a collective bargaining
agreement between the Debtors and the Teamsters Airline Division
of the International Brotherhood of Teamsters.

As previously reported, the Teamsters took an appeal to the
District Court from Judge Drain's ruling in November 2008, which
granted the Debtors' request to reject the CBA.  The Order is
hinged upon Frontier's plan to furlough its heavy maintenance
workers during periods in which the airline does not require
heavy maintenance work, and recall these workers during periods
that Frontier has work available.

"We will never agree to the outsourcing of work to foreign
countries," said Matthew Fazakas, President of Local 961 in
Denver, in a statement posted on Teamsters' Web site.

Union General President Jim Hoffa called the District Court's
ruling "a resounding victory."

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

Upholding the issues raised in the Teamsters' Appeal, the
District Court noted that Section 1113(c)(l) of the Bankruptcy
Court may only approve CBA rejection if, "prior to the [Section
1113] hearing," the Debtors have made a proposal "prior to filing
an application seeking rejection," as required by Section
1113(b)(l).

Moreover, Section 1113 requires the Debtors to disclose to the
Union the relevant information necessary to evaluate the Debtors'
proposal "prior to filing an application seeking rejection."

According to Judge Castel, Frontier complied with Section
1113(b)(1) in submitting an initial modification proposal to the
Union for review.  However, he said, the Bankruptcy Court
considered Frontier's cumulative disclosure "during the Section
1113 Hearing period itself" which was held within October to
November 2009.

Judge Castel further noted that the Teamsters --  which
represents about 325 mechanics at Frontier -- challenged the
adequacy of Frontier's initial disclosure and specifically
contended that Frontier failed to provide "any information or
analyses on the improvement or cost savings [it] required to
emerge from bankruptcy" in advance of its motion to reject [the
CBA]."

The Teamsters' argument regarding the Debtors' informational
disclosure on the CBA was properly preserved for by the
Bankruptcy Court for review, the District Court said.

According to Judge Castel, the Bankruptcy Court may have
improperly considered Frontier's mid-hearing disclosures when it
found that Frontier had satisfied its disclosure obligation under
Section 1113(b)(l)(B) of the Bankruptcy Code.  However, he said,
proposals and supporting disclosures made by a party after the
Rejection Hearing has begun may not form the basis for concluding
whether the Section 1113 standard has been satisfied, except, at
the parties' agreement.

"The Bankruptcy Court is left with the discretion on remand to
make findings based on the existing record, reopen the record or
take other action not inconsistent with the Court's Order.  Any
further appeal from the proceedings on remand should be assigned
to the District Court," Judge Castel ruled.

Accordingly, Judge Castel vacated the Bankruptcy Court Order and
remanded the case for further proceedings.

A full-text copy of Judge Castel's 31-page Order is available for
free at http://bankrupt.com/misc/FAH_IBTDistrictCourtOrder.pdf

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: To Enter Into ACG Aircraft Lease Agreement
-------------------------------------------------------------
Frontier Airlines Inc. and its affiliates seek the Bankruptcy
Court's authority to:

  (1) lease from Wells Fargo Bank Northwest, National
      Association, solely as owner trustee for the benefit of
      ACG Trust III as lessor, for whom Aviation Capital
      Group Corp. is servicer, one Airbus A320-214 aircraft
      on the terms contemplated by the Letter of Intent between
      Frontier and ACG dated July 10, 2009; and

  (2) enter into and perform under an aircraft lease
      agreement on the terms contemplated by the ACG Term Sheet.

The ACG Term Sheet contemplates that Frontier will lease from ACG
Trust one Airbus A320-214 aircraft bearing manufacturer serial
number 2325 complete with two CFM International, Inc. CFM56-5B4/P
engines bearing Serial Nos. 577132 and 577141.  The Aircraft will
be delivered to Frontier on August 24, 2009, or as Frontier and
ACG Trust may agree.

Pursuant to the ACG Term Sheet, the lease term for the Aircraft
will be 72 calendar months from the Delivery Date.  Rent will be
payable monthly in advance commencing on the delivery date of the
Aircraft.  ACG acts as servicer for ACG Trust, the Aircraft and
the Lease.

Frontier paid a deposit for the Aircraft equal to one month's
base rent, which deposit is fully refundable if, among other
things, the Debtors' request is not approved by the Court.  In
return, the Lessor has taken the Aircraft off the market for a
period of time while the parties negotiate the Aircraft Lease
Agreement in good faith.

In addition, Frontier will owe the Lessor one additional deposit
equal to two month's base rent within three business days
following the earlier of (i) the Order approving the Motion, or
(ii) the Delivery Date.  The Deposit is refundable in certain
circumstances as set out in the ACG Term Sheet.

According to Damian Schaible, Esq., at Davis Polk & Wardwell, in
New York, the Debtors have assessed various additional aircraft
lease and purchase options.  They have determined that leasing
the Aircraft under the ACG Term Sheet is justified because the
Lease will provide economic benefits to the Debtors' estates.

Specifically, Mr. Schaible says, the Lease includes pricing and
other terms favorable to the Debtors and the addition of the
late-vintage, higher capacity Aircraft to the Debtors' fleet will
increase the Debtors' operational flexibility, provide economies
of scale and facilitate the replacement of less efficient
aircraft.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Court OKs Transfer of Aircraft to Q Aviation
---------------------------------------------------------------
Frontier Airlines Holdings Inc. and its affiliates obtained the
Bankruptcy Court's authority to enter into a transaction,
substantially on the terms contemplated by an MSN 3092 Aircraft
Purchase Agreement, involving:

  (1) the transfer by Frontier of one Airbus A318 airframe, Tail
      No. MSN 3092, complete with two CFM International, Inc.
      CFM56-5B8/P engines bearing Serial Nos. 697225 and 697226
      to Q Aviation, LLC, free and clear of all liens, claims
      and encumbrances; and

  (2) the release of all of Frontier's obligations under the
      loan agreement, related security agreement and other
      documents, pursuant to which an affiliate of Q Aviation
      loaned certain amounts to Frontier and holds a lien on the
      Q Aviation Aircraft securing the repayment of the amounts.

The Debtors own the Q Aviation Aircraft, but it is subject to a
first priority security interest in favor of Wells Fargo Bank
Northwest, National Association, as collateral agent for Q318,
LLC.

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
says that the Purchase Agreement contemplates that Frontier will
transfer the Q Aviation Aircraft to Q Aviation in exchange for
(i) satisfaction in full of all amounts outstanding under the
Loan Documents and release from all related obligations, as well
as (ii) a payment from Q Aviation to Frontier of an "excess
amount" as contained in the Purchase Agreement.

The Excess Amount will be treated as "confidential" information
to be provided only to the Court, the U.S. Trustee and the
Official Committee of Unsecured Creditors.  From the Excess
Amount, the amount of accrued and unpaid interest under the Loan
Documents as of the Closing Date; a Utilization Amount calculated
according to Frontier's usage of the Q Aviation Aircraft during
the period from July 15, 2009, to the Closing Date; and the price
of certain equipment that Frontier purchases, will be deducted,
Mr. Schaible notes.

Upon the Court's approval of the Q Aviation Transaction, Frontier
and Q Aviation expect that the ferry of the Q Aviation Aircraft
to the Delivery Location will have taken place on or about
August 28, 2009.  Delivery of the Q Aviation Aircraft and the
closing ofthe Q Aviation Transaction are scheduled for August 31,
2009, with an outside date of September 30, 2009.

On or prior to the Ferry Date, Q Aviation will deposit the Excess
Amount into an escrow account.  At closing, Q Aviation will
authorize the escrow agent to release the Purchase Payment to
Frontier and the remaining amount in the escrow account to the
Buyer, who will then pay the Outstanding Amount directly to the
Lender.  Upon at least a five-day prior notice by Q Aviation to
Frontier and if Q Aviation has first obtained the written consent
of the Lender, Q Aviation may elect to satisfy payment of the
Outstanding Amount by assuming Frontier's obligations under the
Loan Documents.  Thereafter, Frontier will have no further
payment obligations owing under the Loan Documents.

The closing of the Q Aviation Transaction is subject to certain
conditions precedent, including:

  * the Airframe and each of the Engines will be in their
    delivery condition;

  * Frontier will have received the Technical Acceptance
    Certificate;

  * the absence of litigation by any party to enjoin the Q
    Aviation Transaction or otherwise affecting the Q Aviation
    Aircraft;

  * the Q Aviation Aircraft being free and clear of all liens;

  * the Q Aviation Aircraft having been removed from the cross-
    collateralization and cross-default provisions under any
    security agreement or mortgage relating to the two Airbus
    A318 aircraft bearing Serial Nos. 3110 and 3163;

  * the Delivery Location being an acceptable jurisdiction
    to Frontier and Q Aviation;

  * the Sale Approval Order having become a Final Order;

  * Frontier having received from the Lender any notes under the
    Loan Documents marked "cancelled"; and

  * the representations and warranties of Q Aviation and
    Frontier contained in the Purchase Agreement being true and
    correct in all material respects as of the Closing Date.

Mr. Schaible tells Judge Drain that the proposed Q Aviation
Transaction is not a transfer made in haste at a discounted price
to generate cash, but a thoroughly-considered transaction that
will generate material liquidity for the benefit of the Debtors,
their estates and creditors.  Specifically, the Q Aviation
Transaction will (i) contribute cash flows to the Debtors' 2009
operating plan, (ii) enable the Debtors to continue implementing
their operational strategy, and (iii) facilitate the replacement
of less efficient aircraft in their fleet.

Accordingly, the Q Aviation Transaction is more favorable to the
Debtors than would be any available alternative sale transactions
and is in the best interest of the Debtors, their estates and
creditors, Mr. Schaible points out.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Court Approves Assumption of CFM Agreements
--------------------------------------------------------------
Frontier Airlines Holdings Inc. and its affiliates obtained the
U.S. Bankruptcy Court for the Southern District of New York's
authority to assume, pursuant to Sections 363(b) and 365(a) of the
Bankruptcy Code:

  (a) the General Terms Agreement No. 6-13616 dated as of
      June 30, 2000, between Frontier and CFM International
      Inc.; and

  (b) Letter Agreement Nos. 3, 4 and 5 entered into by Frontier
      and CFM pursuant to the General Terms Agreement.

CFM is a joint venture between General Electric Company and
Societe Nationale D'Etude et de Construction de Moteurs
d'Aviation and is a producer of aircraft engines.

The General Terms Agreement sets forth the terms and conditions
under which CFM will supply and install aircraft engines onto
certain of Frontier's aircraft and provide the airline with
related engine support services.  The Letter Agreements set forth
the delivery dates, prices, allowances, guarantees and other
specific terms with respect to particular engine and thrust
upgrade orders.

As part of rationalizing their fleet during the Chapter 11 Cases,
the Debtors have rescheduled the delivery dates of certain
aircraft to conform more closely to the Debtors' revised
operational requirements.  CFM had agreed, pursuant to the Letter
Agreements, to install engines on certain Rescheduled Aircraft
prior to their rescheduling, Damian S. Schaible, Esq., at Davis
Polk & Wardwell, in New York, relates.

Mr. Schaible adds that the parties have agreed that no cure
amounts, pursuant to Section 365(b)(1) of the Bankruptcy Code,
are or will be payable by the Debtors upon assumption of the
Assumed Agreements.

Mr. Schaible contends that by assuming the Assumed Agreements,
the Debtors will benefit from a revised delivery schedule that
synchronizes the scheduled delivery of new engines with the
scheduled delivery of new aircraft.  Additionally, the pricing
concessions offered by CFM will provide the Debtors' estates with
significant savings.

Judge Drain will convene a hearing on July 22, 2009, to consider
the request.  Objections, if any, must be filed by July 16.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Assumption of Skytanking Agreements Approved
---------------------------------------------------------------
Since March 2005, Frontier Airlines Holdings Inc. and its units
have contracted with Skytanking USA, Inc., for into-plane fueling
services at several major airports serviced by the Debtors,
including the Denver International Airport.

A master fueling agreement reached between the parties outlines
the terms and conditions relating to the provision of into-plane
fueling services to Frontier and Lynx Aviation, Inc.'s aircraft,
including, among other things:

  -- the various operational and management services to be
     provided by Skytanking;

  -- the applicable into-plane fueling prices; and

  -- the mutually agreed-upon performance standards for
     Skytanking.

A space and use agreement grants Skytanking the right to occupy
and use office and parking space within DIA, leased by the city
and county of Denver to Frontier, in consideration for an annual
fee paid by Skytanking in monthly installments to Frontier.

The Debtors sought and obtained the Court's permission to:

  * assume (i) the Master Agreement for Into-plane Fueling
    Service, dated as of March 28, 2005, as amended, and (ii)
    the Space and Use Agreement, dated as of October 1, 2006, as
    amended, with Skytanking; and

  * pay Skytanking an agreed cure amount of $157,122 in
    connection with the assumption of the Agreements.

According to Damian S. Schaible, Esq., at Davis Polk & Wardwell,
in New York, Skytanking has agreed to a Cure Amount that is 25%
less than the Claim Amount of $209,497, which Skytanking filed
against the Debtors on account of prepetition services rendered
to the Debtors under the Master Fuelling Agreement.

Mr. Schaible notes that given Skytanking's low fees and low rate
of flight delays as compared to the next best alternative at each
airport, the annual cost savings of continuing to engage
Skytanking would fully compensate the Debtors for payment of the
Cure Amount in a relatively short period of time.

Mr. Schaible further points out that there is no other vendor
that could replace Skytanking at all of the airports at which
Skytanking currently services the Debtors' fleet.  If the Debtors
were to discontinue their relationship with Skytanking, they
would need to coordinate with multiple vendors to obtain the same
service.  Moreover, there is no alternative vendor currently
bidding comparable services to Skytanking, he says.

Hence, given Skytanking's competitive pricing, superior
performance, unique service coverage and agreed cure reduction,
as well as the costs and risks inherent in replacing Skytanking
with multiple other vendors, entering into the Amended Agreements
with Skytanking will benefit the Debtors and their estates,
according to Mr. Schaible.

                 About Frontier Airlines Holdings

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

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

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

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


GEORGIA GULF: Lenders Extend Moratorium on Payments Until July 30
-----------------------------------------------------------------
Georgia Gulf Corporation has received from its senior secured
lenders an amendment to its senior secured credit agreement
providing for amended financial covenants and that allows the
Company to continue to withhold the $34.5 million of interest
payments due April 15, 2009, on its 2014 senior notes and 2016
senior subordinated notes and the $3.6 million interest payment
due June 15, 2009, on its 2013 senior notes, without constituting
a default under the credit agreement until the earlier of:

     -- the date on which the indebtedness under any issue of the
        notes is accelerated or any other remedies are exercised,

     -- the date on which the Company's pending private exchange
        offers for the notes are consummated, or terminate or
        expire, and

     -- July 30, 2009.

The terms of the amendment, other than those relating to the
forbearance in connection with the interest payments, would become
effective upon consummation of the exchange offers.  The amendment
is also a condition to consummation of the exchange offers.

As reported by the Troubled Company Reporter yesterday, 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 Company had obtained forbearance agreements related to the
withheld interest payments from the requisite holders of two of
the three note issues and was seeking additional forbearances from
holders of the remaining note issue.  Holders of 25% of the
remaining note issue may cause the indebtedness under such notes
to be accelerated.  The default on the remaining series of notes
permits the requisite holders to accelerate the indebtedness
thereunder.  An acceleration of indebtedness under any issue of
the notes or the senior secured credit agreement would constitute
cross defaults under the Company's other note issues and its
senior secured credit agreement, permitting the holders of such
debt to accelerate the same. Such acceleration would also result
in a cross default under the Company's asset securitization
agreement, permitting the lenders to terminate that agreement.

In that event, the Company would be prevented from selling
additional receivables under the asset securitization agreement.
If the Company was to lose access to funding under both the senior
secured credit agreement and the asset securitization agreement,
the Company would be required to immediately explore alternatives
which could include a potential reorganization or restructuring
under the bankruptcy laws.

                       About Georgia Gulf

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

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

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

                           *     *     *

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

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

The 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.


GLOBAL SAFETY: U.S. Trustee Names 3 Members to Creditors' Panel
---------------------------------------------------------------
The United States Trustee for Region 3 appointed three members to
the Official Committee of Unsecured Creditors in the bankruptcy
cases of Global Safety Textiles Holdings LLC.

The Committee members are:

     -- Dow Corning Corporation
     -- Schreiner Protech N.A. Inc.
     -- YKK (USA) Inc.

                   About Global Safety Textiles

Greensboro, North Carolina-based Global Safety Textiles Holdings
LLC is a manufacturer of fabrics for auto air bags wholly owned by
Wilbur Ross's International Textile Group Inc. The Company has
operations in three states in the U.S. and in five other
countries.  There are 217 employees in the U.S. and 3,000 abroad.

Global Safety filed for Ch. 11 on June 30, 2009 (Bankr. D. Del.
Case No. 09-12234).  Foreign based affiliates GST ASCI Holdings
Mexico, Inc., GST ASCI Holdings Asia Pacific, GST ASCI Holdings
Europe II LLC, Global Safety Textiles Acquisition GmbH, GST
Widefabric International GmbH, and GST ASCI Holdings Europe, Inc.,
were included in the Chapter 11 filing.

Michael C. Shepherd, Esq., at White & Case LLP, serves as the
Debtors' bankruptcy counsel.  Attorneys at Fox Rothschild LLP
serves as co-counsel.  EPIQ Bankruptcy Systems is claims agent.
The petition says Global Safety's assets and debts are between
US$100 million to US$500 million.


GMS ACQUISITIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: GMS Acquisitions, LLC
        5379 Ocean Blvd.
        Sarasota, FL 34242

Bankruptcy Case No.: 09-15962

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Allan C. Watkins, Esq.
                  Watkins Law Firm, PA
                  707 N Franklin Street, Suite 750
                  Tampa, FL 33602
                  Tel: (813) 226-2215
                  Email: watkinslaw@worldnet.att.net

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Gordon D. Hester.


GOLDEN NUGGET: Moody's Downgrades Corporate Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
rating as well as the Corporate Family rating of Golden Nugget
Inc. to Ca from Caa1.  At the same time, Moody's lowered the
company's first lien senior secured rating to Caa3 (LGD 3, 33%)
from B3 (LGD 3, 33%) and the second lien senior secured rating to
C (LGD5, 85%) from Caa3 (LGD 5, 85%).  The outlook is stable.

The downgrade of the PDR to Ca reflects Moody's view that the
probability that Golden Nugget will default on its debt
obligations over the next year has materially increased.  "This is
due to the company's persistently weak operating performance and
increasing debt levels, which have resulted in deterioration in
liquidity and debt protection measures", stated Bill Fahy, Senior
Analyst.  "The severe downturn in the Las Vegas market continues
to negatively impact the company's earnings, margins, and cash
flow.  At the same time, the company is funding a major expansion
at its Las Vegas property with additional debt.  As a result,
Moody's believe that Golden Nugget's capital structure is
unsustainable at its current level of operating performance."

Ratings downgraded are:

  -- Corporate Family Rating to Ca from Caa1

  -- Probability of Default Rating to Ca from Caa1

  -- $50 million guaranteed 1st lien revolving credit facility
     rating to Caa3 (LGD 3, 33%) from B3 (LGD 3, 33%)

  -- $210 million guaranteed 1st lien term loan to Caa3 (LGD 3,
     33%) from B3 (LGD 3, 33%)

  -- $120 million guaranteed 1st lien delayed-draw term loan to
     Caa3 (LGD 3, 33%) from B3 (LGD 3, 33%)

  -- $165 million guaranteed 2nd lien term loan to C (LGD 5, 85%)
     from Caa3 (LGD 5, 85%)

Golden Nugget's Ca Probability of Default rating reflects the
company's high probability of default -- possibly in the form of a
distressed exchange transaction -- in the near to medium term
given its weak operating performance and overall weak debt
protection measures.

The stable outlook reflects Moody's view that the Ca Corporate
Family and Probability of Default ratings appropriately reflect
the high level of risk for the company.

Moody's last rating action for Golden Nugget occurred on
February 27, 2009, when Moody's downgraded the Corporate Family
and Probability of Default ratings to Caa1 from B3 with a negative
outlook.

Golden Nugget, Inc., headquartered in Las Vegas, Nevada, owns and
operates the Golden Nugget hotel, casino, and entertainment
resorts in downtown Las Vegas and Laughlin Nevada.  Annual revenue
is approximately $265 million.  The Golden Nugget is a wholly-
owned unrestricted subsidiary of Landry's Restaurants, Inc.


GOLDEN NUGGET: Agreement Amendment Cues S&P's to Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Las Vegas-based Golden Nugget Inc. to
'CC' from 'B-'.  The rating outlook is negative.

In accordance with the corporate credit rating change, S&P also
lowered its issue-level ratings on the company's first-lien credit
facilities to 'CC' and S&P's issue-level rating on the second-lien
credit facility to 'C'.  The recovery ratings on this debt remain
unchanged.

"The rating action follows the company's announcement that it is
seeking an amendment to its second-lien credit agreement that
would allow it to repurchase debt through a series of Dutch tender
auctions over a period of 18 months," said Standard & Poor's
credit analyst Melissa Long.  These purchases would be funded from
cash at unrestricted subsidiaries of parent company, Landry's
Restaurants Inc.

"The downgrade reflects S&P's view that the repurchase of debt
through a tender offer could be conducted at a significant
discount to par and that if so, S&P is likely to consider this to
be tantamount to a default given the distressed financial
condition of the company," added Ms. Long.  Upon the completion of
a tender offer, S&P would likely lower the company's corporate
credit rating to 'SD' (selective default) and the respective
issue-level rating of the participating debt class to 'D'.
Shortly thereafter, S&P would reevaluate the company's capital
structure and assign a new corporate credit rating.  The issue-
level rating affected by the transaction would remain at 'D' until
the termination of the buyback period.

The negative rating outlook reflects the heightened possibility
that S&P would lower the corporate credit rating to 'SD' upon the
consummation of a below par debt repurchase and/or the heightened
possibility of an alternative restructuring transaction, which
could lead us to lower the ratings.  It also reflects S&P's
concern about the company's ability to remain in compliance with
its total leverage covenant throughout 2010.


GOLFERS' WAREHOUSE: U.S. Trustee Picks 7-Member Creditors' Panel
----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints seven
members to the official committee of unsecured creditors in
the Chapter 11 case of Golfers' Warehouse, Inc.

The Creditors Committee members are:

1. Mark Blair
   435 W. Wakefield Blvd.
   Winsted, CT 06098
   Tel: (860)738-8389

2. Callaway Golf
   Attn: Suzanne McKinley
         Dir. Accts. Receivable, Revenue, Accounting & Credit
   2180 Rutherford Road
   Carlsbad, CA 92008
   Tel: (760)930-5736
   Fax: (760)804-4291

3. Cleveland Golf/Srixon
   Attn: Adrian Smith
         Credit Manager
   5601 Skylab Road
   Huntington Beach, CA 92647
   Tel: (714)889-1305
   Fax: (714)889-5890

4. Nike USA, Inc.
   Attn: Mike Hamilton
         Key Accounts Credit Manager
   One Bowerman Drive
   Beaverton, OR 97005
   Tel: (503)532-7809
   Fax: (866)707-2283

5. Taylormade/Adidas Golf
   Attn: Larry Kustra
         Director of Credit
   5545 Fermi Court
   Carlsbad, CA 92008
   Tel: (760)918-6124
   Fax: (760)918-2134

6. Mizuno USA, Inc.
   Attn: Cindy Bobbitt
         Legal Accounts Paralegal
   4925 Avalon Ridge Parkway
   Norcross, GA 30071
   Tel: (770)453-7957
   Fax: (770)734-2273

7. Acushnet Co.
   Attn: Sharon L. Nickerson
   Director of Credit Management
   333 Bridge Street
   Fairhaven, MA 02719
   Tel: (508)979-3443
   Fax: (508)979-3913

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.

Hartford, Connecticut-based Golfers' Warehouse, Inc., aka Golfers'
Warehouse, Golfers' Clubhouse and Golf Clubhouse operates a golf
equipment and retail store.

The Company filed for Chapter 11 on July 9, 2009 (Bankr. D. Conn.
Case No. 09-21911).  Barry S. Feigenbaum, Esq., at Rogin Nassau
LLC represents the Debtor in its restructuring effort.  The Debtor
said that its assets and debts both range from $10,000,001 to
$50,000,000.


GREAT ATLANTIC: Moody's Assigns 'B3' Rating on $225 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$225 million senior secured notes of The Great Atlantic and
Pacific Tea Company, and affirmed the Corporate Family and
Probability of Default ratings at B3.  The rating outlook remains
negative.

The B3 rating on the secured notes recognizes their second
priority claim to assets securing the revolving credit facility
and the benefit of subsidiary guarantees.  The affirmation of
other debt ratings reflects slim operating margins, high leverage
and weak interest coverage.  The ratings also reflect A&P's
geographic concentration in the Northeast U.S., and the intensely
competitive nature of the supermarket industry.  The ratings are
supported by the company's adequate liquidity and good regional
market position.

The negative rating outlook reflects concerns that A&P's already
thin operating margins may be further reduced by the continuing
trend of negative same store sales.  This could jeopardize already
weak credit metrics and cash flow.  Cash from the issuance of the
notes and a concurrent issuance of preferred stock will increase
financial flexibility by improving near term liquidity, but will
cause pro-forma leverage and coverage metrics to weaken.

These ratings are affirmed and LGD point estimates adjusted:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* Senior convertible notes at Caa1 (LGD 5, 78%) from (LGD 5, 73%)
* Senior unsecured notes at Caa1 (LGD 5, 78%) from (LGD 5, 73%)
* Senior Unsecured Shelf at (P)Caa1 (LGD 5,78 %) from (LGD 5, 73%)
* Subordinated Shelf at (P)Caa2 (LGD 6,98 %) from (LGD 6, 97%)
* JR. Subordinated Shelf at (P)Caa2 (LGD 6, 98%) from (LGD 6, 97%)
* Preferred Shelf at (P)Caa2 (LGD 6, 98%) from (LGD6, 97%)
* Speculative Grade Liquidity Rating of SGL-3

These ratings were assigned:

* Senior Secured Second Lien Notes at B3 (LGD 3, 45%)

The last rating action for Great A&P was the ratings affirmation
and change in outlook to negative on May 15, 2009.

The Great Atlantic and Pacific Tea Company, headquartered in
Montvale, New Jersey, operates 435 grocery stores in the Northeast
US with particular concentration in the NY/NJ/PA markets.


GREDE FOUNDRIES: Seeks Green-Light to Pay $775,000 Vickers Claim
----------------------------------------------------------------
Grede Foundries, Inc., seeks permission from the U.S. Bankruptcy
Court for the Western District of Wisconsin to pay $775,000 in
pre-bankruptcy accounts receivable to Vickers Engineering, Inc.

According to NetDockets, the Debtor said Vickers is a
subcontractor that provides machining services to iron parts cast
by the Debtor in its foundries, which machining services are
apparently an "essential finishing process to complete parts that
are ordered by the Debtor's customers."  The customers include
Toyota, Honda, Borg Warner, Allison Transmission, Cummins, Bobcat,
Club Car, Johnson Controls, General Motors, Chrysler and Nissan.

The Debtor, according to NetDockets, argued the payment of
Vickers' prepetition claims is necessary to avoid Vickers
defaulting on its working capital line of credit from Bank of
America, N.A.  The Debtor alleged Vickers' ability to draw on the
line of credit -- which is in the amount of $2.1 million -- is
based upon a borrowing base formula which is, in turn, based upon
the amount of Vickers' qualified accounts receivable.  If the
receivables from Grede are not paid in the ordinary course, they
will be disqualified from Vickers' borrowing base which would put
Vickers in breach of certain loan covenants and give BofA the
option of accelerating Vickers' repayment obligations.

According to NetDockets, the Debtor said this would negatively
impact its business and its customers because the machining
performed by Vickers requires custom tooling and fixtures, which
cannot currently be performed by any other vendor and would take
between 8 and 22 weeks to resource to a new vendor at a cost in
excess of $2.1 million.  In the interim, up to 21 production lines
of customers could be shut down because those customers hold 14
days or less of inventory.  Grede asserts that the damages to its
customers (in the form of lost production costs) would be "in the
tens of millions of dollars."

According to NetDockets, the Debtor said absent "some other
default" by Vickers under the loan, BofA has committed to continue
financing Vickers through at least October 1, 2009, if Grede
"makes good" on the outstanding receivables.  In exchange for
Grede's commitment to pay the receivables in the ordinary course,
Vickers will commit to "continue to provide machining and other
services customarily supplied to the Debtor as requested by the
Debtor without interruption and grant the Debtor 60 day payment
terms on work performed and services provided after the Petition
Date" and "during the course of the Debtor's Chapter 11 proceeding
the Debtor may continue to pay Vickers on 60 day terms for work
performed after the Petition Date and continue to order new
services."

                       About Grede Foundries

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.


GREEKTOWN HOLDINGS: Disclosure Statement Hearing on August 5
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
will convene a hearing on August 5 to consider approval of the
disclosure statement accompanying the proposed Chapter 11 plan of
Greektown Holdings LLC.

Approval of the disclosure statement is required before the debtor
can officially begin soliciting votes on, and then seek
confirmation of, the plan.  To be approved, a disclosure statement
must contain adequate information necessary for creditors to make
an informed judgment of the plan.

Various parties have filed objections to Greektown's disclosure
statement.

Among other parties, Deutsche Bank Trust Company Americas said
that the Debtors' financial projections and valuation report
understate the true value of the reorganized entities.  The lender
said that the Debtors are rushing to confirm its plan that wipes
out creditors other than the secured creditors because "they know
that with the passage of time the hugely- improved financial
performance of the casino and hotel will only improve further."

Deutsche Bank is the indenture trustee for the senior notes due
2013 issued by Greektown Holdings and Greektown Holdings II.
Deutsche Bank has asserted a claim for $194 million, representing
principal of $185 million plus prepetition interest.  The Notes
will receive no recovery under the Debtors' proposed Chapter 11
Plan.

Greektown Holdings LLC, the operator of a casino in Detroit
currently owned by a tribe of the Chippewa Indians, filed a
Chapter 11 plan along with the pre-bankruptcy and postbankruptcy
secured lenders.  The plan would transfer ownership from the tribe
to the lenders.

A full-text copy of the Greektown Chapter 11 Plan is available for
free at http://bankrupt.com/misc/GrktwnReorgPlan.pdf

A full-text copy of the Greektown Disclosure Statement is
available for free at http://bankrupt.com/misc/GrktwnDS.pdf

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


HALLWOOD ENERGY: Hall Phoenix/Inwood Files Competing Plan
---------------------------------------------------------
Hall Phoenix/Inwood, Ltd., has filed a joint Chapter 11 plan of
reorganization for Hallwood Energy, L.P. and its affiliated
debtors, and a disclosure statement explaining the Plan with the
U.S. Bankruptcy Court for the Northern District of Texas in
Dallas.  HPI is the largest secured and unsecured creditor of the
Debtors holding claims of at least $118,000,000 secured by
substantially all of the Debtors' assets.

As reported in the TCR on May 25, 2009, the Debtors have filed
their Chapter 11 plan of reorganization.  The Debtors' plan
assumes the equitable subordination and recharacterization of the
claims of HPI and convertible debt holders to equity.  General
unsecured claims will receive their pro rata share of 30% of
available cash within 30 days after the Plan's Effective Date and
additional distributions occurring at 120 days intervals
thereafter.  Class A equity interests, estimated at $201,000,000,
will be canceled and extinguished.

HPI says unlike its plan, the Debtors' plan depends "virtually
entirely" on the success of three separate and uncertain events:

  (1) the Debtors' winning costly and protracted litigation to
      subordinate HPI's debt and the debt of all holders of
      convertible subordinated notes, to substantively consolidate
      the Debtors' estates, and to recover over $6 million from
      FEI Shale, LP;

  (2) the Debtors raising $25 million in new capital investments;
      and

  (3) the Debtors drilling successful and profitable wells and
      achieving future business success, "a task the Debtors'
      dismal historical business performance simply does not
      support."

                 Court Grants HPI's Stay Motion

On April 8, 2009, HPI filed a motion for relief from the automatic
stay, claiming that it is entitled to relief from the automatic
stay because, among other things, its interests in the Debtors'
assets are not adequately protected, and because the Debtors do
not have any equity in the property securing HPI's loans, and that
said property in not necessary to an effective reorganization.  ]

At a hearing on June 25, 2009, the Bankruptcy Court lifted the
stay to permit HPI to foreclose, to take immediate possession of
its cash collateral, and to immediately assume control and
management of the Debtors' assets.  The Court also found that
there was no validity to the Debtors' claims to subordinate the
debt of HPI.

                           HPI's Plan

HPI's Plan contemplates (i) the formation of three trusts (Trust
I, Trust II and Trust III) for the benefit of creditors into which
certain causes of action will be transferred so that said causes

of action, including claims against the Debtors' officers,
directors and professionals and The Hallwood Group Incorporated,
the largest limited partner of the Debtors, can be pursued for the
benefit of creditors and (ii) a settlement of all claims of the
Debtors against HPI, its affiliated entities, officers and
directors, including a dismissal of and release of all claims by
the Debtors for subordination and breach of fiduciary duty.

Under the terms of the settlement, HPI will have an allowed
secured claim of $90 million and an allowed unsecured claim of
$90 million.  The litigation will be dismissed with prejudice and
HPI will fulfill its obligations under the Plan including
advancing the costs of operating the trusts, releasing its liens
on certain causes of action and contributing HPI's direct claims
to the Trust.  HPI will also receive a conveyance of all of its
collateral except those causes of action transferred to Trust I.

Trade Creditors will receive the following preferred treatment as
a result of the agreement reached between the Committee and HPI:
from Trust I, the first $1,000,000 after payment of certain other
claims and administrative costs and then 10% of all recoveries;
from Trust II, 60% of all recoveries after payment of
administrative costs; and from Trust III, 100% of all recoveries
after repayment of any borrowings by Trust III and after payment
of administrative costs.

HPI says the official committee of unsecured creditors supports
confirmation of its plan.

HPI says it believes that the pursuit of the causes of action by a
Trustee, as opposed to the Debtors, will significantly increase
the odds that recoveries will provide a material return to
unsecured creditors, and furthermore, under its plan, unsecured
creditors will also receive the recoveries from the pursuit of
HPI's direct claims against Hallwood Group.

All classes under the plan are impaired and are entitled to vote.
Holders of interests of equity security holders will have their
interests canceled and will receive nothing.  For purposes of plan
solicitation all classes of claims except priority wage claims
under Class 1 are impaired and are, therefore, entitled to bote.
Class 12 interests are deemed to have rejected the Plan.

A full-text copy of HPI's competing plan is available for free at:

     http://bankrupt.com/misc/hallwoodenergy.HPIplan.pdf

A full-text copyf of HPI's explanatory disclosure statement with
respect to its plan is available at:

     http://bankrupt.com/misc/hallwoodenergy.HPI.DS.pdf

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

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


HARRISON PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Harrison Properties, LLC
        180 Old Farm Road
        Northfield, IL 60093

Bankruptcy Case No.: 09-26818

Chapter 11 Petition Date: July 24, 2009

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Timothy C. Culbertson, Esq.
                  Baugh, Dalton, Carlson & Ryan, LLC
                  55 West Monroe St., Suite 600
                  Chicago, IL 60603
                  Tel: (312) 759-1400
                  Fax: (312) 759-0402
                  Email: tculbertson@baughdaltonlaw.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
4 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ilnb09-26818.pdf

The petition was signed by Dean Theo, managing member of the
Company.


HELIOS AMC: Fitch Upgrades Special Servicer Rating to 'CSS3+'
-------------------------------------------------------------
Fitch Ratings upgrades Helios AMC's commercial mortgage-backed
securities special servicer rating to 'CSS3+' from 'CSS3'.

The special servicer rating upgrade is based on the group's
experienced management staff, its implementation of a robust asset
management system and the company's ability to successfully manage
substantial portfolio growth through the hiring of additional
experienced CMBS special servicing asset managers.

As of June 30, 2009, Helios' special servicing portfolio consisted
of 12 CMBS transactions totaling $27.4 billion.  At that time, the
CMBS special servicing portfolio consisted of 103 actively
specially serviced loans totaling $1.7 billion and seven real
estate-owned assets valued at $48.2 million.


INDALEX HOLDINGS: Sold for $121 Million to Sapa Holding
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Indalex Holdings Finance Corp. to sell its U.S.
business to Sapa Holding AB.

Indalex cancelled the auction scheduled for July 16 as no
additional qualified bids were submitted prior to the July 14 bid
deadline.  Sapa Holding AB was under contract to buy Indalex,
absent higher and better offers.  It has offered to:

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

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

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

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

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


INDEPENDENCE COUNTY: S&P Withdraws 'B-' Rating on $29.3 Mil. Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B-'
underlying rating on Independence County, Arkansas's $29.3 million
senior power revenue bonds issued for the Independence County
Hydroelectric project at the County's request.

The County did not provide us with any additional information to
allow us to resolve the CreditWatch.


INOVA TECHNOLOGY: Restates Financial Results for Fiscal 2007
------------------------------------------------------------
Inova Technology, Inc., filed with the Securities and Exchange
Commission an amendment to its results of operations for the
12-month period ended April 30, 2007.

The Company related that the total revenues increased from
$1,391,923 for the 12-month period ending April 2006, to
$1,615,187 for the 12-month period ending April 30, 2007.  This is
the result of revenues produced from the assets acquired and new
contracts of Data Management, Inc., a Nevada corporation.

The Company's selling, general and administrative expenses
decreased from $1,268,561 for the twelve months ending April 30,
2006, to $1,361,355 for the same period in 2007.  This is the
result of the expenses for its subsidiary, Web's Biggest Limited,
being categorized in income from discontinued operations.

The Company reported a net loss from operations in the amount of
$700,125; this loss decreased to $324,504 for the fiscal year
ended April 30, 2007.

                       Going Concern Doubt

The Company related that these conditions raise substantial doubt
as to its ability to continue as a going concern.  Inova incurred
losses from operations, has negative working capital and has
negative cash flows from operations during fiscal 2007.  Adam
Radly, president, CEO and majority shareholder, has committed to
loan money to Inova to pay undisputed liabilities as they come due
in the next 12 months if Inova not be able to otherwise fund its
working capital requirements.  The management is trying to raise
additional capital through sales of equity and debt.

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

               http://ResearchArchives.com/t/s?4009

                      About Inova Technology

Based in Santa Monica, California, Inova Technology, Inc. (Other
OTC: IVTH) -- http://www.inovatechnology.com/-- develops and
sells radio frequency identification products and services.  Inova
is focused on developing solutions that prevent counterfeit of
luxury goods and pharmaceuticals.


INTEGRA BANK: Moody's Withdraws 'D' Bank Financial Strength Rating
------------------------------------------------------------------
Moody's Investors Service withdrew its ratings for Integra Bank
N.A. (bank financial strength of D, deposits of Ba2/Not-Prime,
other senior obligations of Ba3/Not-Prime, and issuer rating of
Ba3) for business reasons.

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

The last rating action on Integra Bank was on July 23, 2009, when
Moody's downgraded the bank's ratings (bank financial strength to
D from D+, long-term deposits to Ba2 from Ba1, and other senior
obligations and issuer rating to Ba3 from Ba2) and maintained a
negative outlook.

Outlook Actions:

Issuer: Integra Bank National Association

  -- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

Issuer: Integra Bank National Association

  -- Bank Financial Strength Rating, Withdrawn, previously rated D

  -- Issuer Rating, Withdrawn, previously rated Ba3

  -- OSO Rating, Withdrawn, previously rated NP

  -- Deposit Rating, Withdrawn, previously rated NP

  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously rated
     Ba3

  -- Senior Unsecured Deposit Rating, Withdrawn, previously rated
     Ba2


INTEGRA TELECOM: Moody's Monitors Restructuring Developments
------------------------------------------------------------
Moody's says that it continues to monitor Integra Telecom, Inc.'s
restructuring developments and will adjust ratings based on the
outcome.

Moody's most recent rating action for Integra was on May 18, 2009,
when the Company's PDR was changed to Ca/LD from Ca, reflecting
the limited default via stoppage of interest payments on the
Senior Secured Second Lien Credit Facility.

Integra is headquartered in Portland, OR, and provides
telecommunications services to small and medium-sized enterprises
and other communications companies.


INTERCARE HEALTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Intercare Health Systems, Inc.
           fka National Psychiatric Services, Inc.
           dba City of Angels Medical Center
           dba Ingelside Hospital
           dba Ingleside Medical
        601 S. Figueroa St., Suite 2080
        Los Angeles, CA 90017

Case No.: 09-29121

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Michael S. Kogan, Esq.
            Ervin Cohen & Jessup LLP
            9401 Wilshire Blvd 9th Fl
            Beverly Hills, CA 90212-2974
            Tel: (310) 273-6333
            Fax: (310) 859-2325
            Email: mkogan@ecjlaw.com

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

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

The petition was signed by Ronald L. Durkin, CRO, the company's
chief restructuring officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Kaiser Foundation              Trade Claim            $280,268
Healthplan, Inc.
File # 54803
Los Angeles, CA 90074

Healthcare Security            Trade Claim            $119,756
Services of California

Sheppard Mullin Richter        Prof. Claim            $109,570
& Hampton LLP

LA Medical Reimbursement       Litigation Claim       $10,000,000
Claims
c/o Catherine Bauer
Assistant US Attorney
300 North Los Angeles Street,
Room 7516
Los Angeles, CA 90012

L.A. Dept of Water and Power   Trade Claim            $82,471

Law Office of Stephenson       Prof. Claim            $73,729
Acquisto & Colman

Drisystems Inc.                Trade Claim            $61,478

Select Office Solutions, Inc.  Trade Claim            $57,481

Siemens Healthcare             Trade Claim            $52,031
Diagnostics

Pyke Construction Inc.         Trade Claim            $47,199

Harbor Pointe A/C Controls     Trade Claim            $46,782

Medline Industries, Inc.       Trade Claim            $42,017

Piazza, Donnelly & Marlette    Prof. Claim            $39,760

Puchlik Design Associates      Trade Claim            $38,373
Inc.

Stryker Endoscopy              Trade Claim            $33,437

Olympus America, Inc.          Trade Claim            $29,301

Medtek                         Trade Claim            $27,498

Allergan USA Inc.              Trade Claim            $27,167

SD Medical Reimbursement       Litigation Claim       $15,688,585
Claims
c/o Joseph P. Price
Assistant US Attorney
Federal Office Building
880 Front Street, Room 6293
San Diego, CA 92101

Bonne, Bridges, Mueller        Prof. Claim            $23,460


J.L. FRENCH: Files Schedules of Assets and Liabilities
------------------------------------------------------
J.L. French Automotive Castings, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware, their schedules of
assets and liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  J.L. French Auto. Castings     $82,216,372    $306,691,702+
  J.L. French LLC               $316,656,454    $466,172,363+
  Nelson Metal Products, LLC    $113,432,244    $330,564,178+
  Allotech International LLC    $108,790,451    $355,641,186
  Central Die, LLC               $22,757,980     $18,438,500+
  J.L. French Automotive, LLC             $0    $269,088,345
  French Holdings LLC                     $0    $269,073,345

Copies of et al.'s SALs are available at:

  http://bankrupt.com/misc/jlfrenchautomotivecastings.SAL.pdf
  http://bankrupt.com/misc/jlfrenchllc.SAL.pdf
  http://bankrupt.com/misc/nelsonmetalproducts.SAL.pdf
  http://bankrupt.com/misc/allotechinternational.SAL.pdf
  http://bankrupt.com/misc/centraldie.SAL.pdf
  http://bankrupt.com/misc/jlfrenchautomotivellc.SAL.pdf
  http://bankrupt.com/misc/frenchholdingsllc,SAL.pdf

                        About J.L. French

Based in Sheboygan, Wisconsin, J.L. French Automotive Castings
Inc. -- http://www.jlfrench.com/-- supplies aluminum die castings
specializing in powertrain and automotive components.  The Company
has four manufacturing locations around the world including plants
in the United States, and Spain.  The Company has six engineering/
customer service offices to globally support its customers near
its regional engineering and manufacturing locations.  The Company
began making aluminum die castings in 1968 in Sheboygan, Wisconsin
as a small, family owned business and is now an industry leader in
technical resources.

The Company and six of its affiliates filed for Chapter 11
protection on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12445).  Pachulski Stang Ziehl & Jones LLP, and Milbank, Tweed,
Hadley & McCloy LLP, represent the Debtors in their restructuring
efforts.  The Debtors selected BMC Group Inc. as claims agent;
Conway MacKenzie & Dunleavy Inc. as financial advisor; Houlihan
Lokey Howard & Zukin Capital Inc. as investment banker.  The U.S.
Trustee for Region 3 has not appointed creditors to serve on the
Official Committee of Unsecured Creditors.  When the Debtors
sought for protection from their creditors, they listed between
$100 million and $500 million each in assets and debts.


JMG EXPLORATION: Posts $689,056 Net Loss in 2008
------------------------------------------------
JMG Exploration, Inc., filed with the Securities and Exchange
Commission its financial results for the year ended December 31,
2008.

At December 31, 2008, the Company's balance sheet showed total
assets of $1,999,144, total liabilities of $584,1422 and
stockholders' equity of 1,415,002.

The Company incurred a net loss of $689,056 compared with a net
loss of $3,409,913 for the same period in the previous year.

Hein & Associates LLP in Irvine, California raised substantial
doubt about JMG Exploration, Inc.'s ability to continue as a going
concern.  The auditor notes that the Company has not realized a
profit from operations since its incorporation on July 16, 2004,
and it is in a negative working capital position as of
Dec. 31, 2008.

As of December 31, 2008, JMG has an accumulated deficit of
$26,055,897 and has insufficient working capital to fund
development and exploratory drilling opportunities.  The Company
has operating and liquidity concerns due to its significant net
losses and negative cash flows from operations.  Raising
additional capital is not considered a viable strategy and JMG is
exploring a possible sale or merger with another party.

A full-text copy of the Form 10-K for the year ended December 31,
2008, is available for free at:

               http://researcharchives.com/t/s?4010

A full-text copy of the Company's Form 10-K for fiscal ended
December 31, 2007, is available for free at:

               http://ResearchArchives.com/t/s?400d

On July 24, 2009, the Company filed with SEC its financial results
for quarter ended March 31, 2009.  A full-text copy of the Form
10-Q for quarter ended March 31, 2009, is available for free at:

               http://ResearchArchives.com/t/s?400e

                    About JMG Exploration

JMG Exploration Inc. (NYSEArca: JMG) is an independent energy
company that explores for, develops and produces natural gas,
crude oil and natural gas liquids in Canada and the United States.
Currently, all of the company's proved reserves are located in the
United States.


JMK RANCH LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JMK Ranch LLC
           dba Casa Pointe Vinyards
        130 Valley View Dr
        Sedona, AZ 86336

Bankruptcy Case No.: 09-17370

Chapter 11 Petition Date: July 24, 2009

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

Judge: Chief Judge Redfield T. Baum

Debtor's Counsel: Michael Reddig, Esq.
                  Reddig Law Office
                  Po Box 22143
                  Flagstaff, AZ 86002
                  Tel: (928) 774-9544
                  Fax: (928) 774-2043
                  Email: mreddig@theriver.com

Total Assets: $1,800,000

Total Debts: $1,159,780

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/azb09-17370.pdf

The petition was signed by Joseph M. Kaser, president of the
Company.


JOHN KRAEMER: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: John R. Kraemer, Jr.
               Shari L. Kraemer
               75 Rainbow Drive
               Tullahoma, TN 37388

Bankruptcy Case No.: 09-08324

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtors' Counsel: Thomas Larry Edmondson Sr., Esq.
                  T. Larry Edmondson Attorney At Law
                  800 Broadway 3d Fl
                  Nashville, TN 37203
                  Tel: (615) 254-3765
                  Fax: (615) 254-2072
                  Email: ledmondson@ECF.EPIQSystems.com

Total Assets: $1,972,915

Total Debts: $2,016,555

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/tnmb09-08324.pdf

The petition was signed by the Joint Debtors.


KB HOME: Commences Tender Offer for 6-3/8% Senior Notes Due 2011
----------------------------------------------------------------
KB Home has commenced a cash tender offer for up to $250 million
in aggregate principal amount of its 6-3/8% Senior Notes Due 2011.

The tender offer is being made pursuant to an Offer to Purchase
dated July 23, 2009, and a related Letter of Transmittal which set
forth a more detailed description of the tender offer.

KB Home offers to purchase for cash up to $250 million in
aggregate principal amount of its 2011 Notes.  KB Home reserves
the right to increase the Maximum Tender Amount subject to
compliance with applicable law.

The offer will expire at 9:00 a.m., New York City time, August 20,
2009, unless extended or earlier terminated.

                                                   Dollars per
                                                   $1,000 Principal
                                                   Amount of
                                                   Securities
                                         Tender    ------------------
              Principal       Maximum    Offer     Early     Total
   Title of   Amount          Tender     Consider  Tender    Consider
   Security   Outstanding     Amount     -ation    Premium   -ation
   --------   -----------     -------    -------   -------   --------
   6-3/8%     $350,000,000  $250,000,000  $980.0 0   $30.00  $1,010.00
   Senior
   Notes due
   2011

The Total Consideration includes the Early Tender Premium and is
payable only to holders of 2011 Notes validly tendered (and not
validly withdrawn) on or prior to 5:00 p.m., New York City time,
on August 5, 2009, and accepted for payment.

KB Home's obligation to accept for payment and to pay for the 2011
Notes in the Tender Offer is subject to the satisfaction or waiver
of a number of conditions, including the completion by us of a
public offering of not less than $250 million in aggregate
principal amount of unsecured senior debt securities that closes
no later than the Early Tender Date on terms reasonably
satisfactory to the Company.  The Tender Offer is not contingent
upon the tender of any minimum principal amount of 2011 Notes.  KB
Home reserves the right to waive any one or more of the conditions
at any time.

The consideration for each $1,000 principal amount of 2011 Notes
validly tendered and accepted for purchase pursuant to the Tender
Offer will be the consideration set forth under "Tender Offer
Consideration."  Holders of 2011 Notes that are validly tendered
at or prior to the Early Tender Date and accepted for purchase
will receive the Tender Offer Consideration plus the amount set
forth under "Early Tender Premium."  Holders of 2011 Notes
tendered after the Early Tender Date but before the Expiration
Date and accepted for purchase will receive the Tender Offer
Consideration, but not the Early Tender Premium.

The "Settlement Date" will occur promptly after the Company
accepts the 2011 Notes for purchase.  KB Home anticipates that the
Settlement Date will occur on the same business day as the
Acceptance Date.

Payments for 2011 Notes purchased will include accrued and unpaid
interest from and including the last interest payment date up to,
but not including, the Settlement Date.

If the aggregate principal amount of 2011 Notes validly tendered
exceeds the Maximum Tender Amount, the amount of 2011 Notes
purchased will be prorated based on the aggregate principal amount
of 2011 Notes tendered, rounded down to the nearest integral
multiple of $1,000.

Tenders of the 2011 Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on August 5, 2009, but may not be
withdrawn thereafter.

KB Home has retained Citi to serve as dealer manager for the
Tender Offer.  Global Bondholder Services Corporation has been
retained to serve as the depositary and information agent.

For additional information regarding the terms of the Tender
Offer, please contact Citi at (800) 558-3745 (toll free) or (212)
723-6106 (collect).  Requests for documents and questions
regarding the tender of 2011 Notes may be directed to Global
Bondholder Services Corporation at (866) 540-1500 (toll free) or
(212) 430-3774 (collect).

None of KB Home, its board of directors, the depositary and
information agent, the dealer manager or the trustee with respect
to the 2011 Notes make any recommendation as to whether holders of
the 2011 Notes should tender or refrain from tendering all or any
portion of the principal amount of the 2011 Notes.

KB Home -- http://www.kbhome.com/-- has delivered hundreds of
thousands of quality homes for families since its founding in
1957.  The Company is distinguished by its Built to Order(TM)
homebuilding approach that puts a custom home experience within
reach of its customers at an affordable price.  Los Angeles-based
KB Home was named the #1 homebuilder on FORTUNE (R) magazine's
2009 "World's Most Admired Companies" list.  The Company trades
under the ticker symbol "KBH," and was the first homebuilder
listed on the New York Stock Exchange.


KB HOME: Moody's Assigns 'B1' Rating on $265 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to KB Home's
$265 million of 9.1% senior unsecured notes, net proceeds of which
will be used to retire up to $250 million of the company's 6 3/8%
senior unsecured notes due 2011.  At the same time, Moody's
affirmed all of the existing ratings of KB Home, including its B1
corporate family, probability of default, and senior notes'
ratings.  Moody's also affirmed the company's speculative grade
liquidity rating at SGL-2.  The outlook remains negative.

The B1 rating reflects Moody's expectation that the company will
continue to post operating losses, remains exposed to asset
impairment charges, and that its pace of cash generation will slow
as further inventory reduction grows more challenging.  The rating
also incorporates Moody's expectation that the company's debt
leverage will increase and cushion under financial covenants will
narrow.

The pace of operating cash flow generation decelerated to
$422 million during the trailing twelve month period ended
February 28, 2009, compared to $1.4 billion in the comparable
period one year ago.  Future cash flow generation will depend on
sustained inventory reduction and returning to profitability,
which remains difficult to accomplish in an environment of
declining prices, slow sales, and intense competition.

KB Home's debt leverage of 74.5% at May 31, 2009 (adjusted for
operating leases and recourse joint venture debt) is more often
associated with a single-B or lower rating.  Further, the headroom
under the company's tangible net worth covenant is expected to
narrow as impairments and continued pre-impairment operating
losses erode the company's book equity.  Moody's also notes that
the company's potential joint venture exposure is higher than most
of its peers.

At the same time, the ratings acknowledge the company's large cash
position relative to its debt and assets.  Additionally, with the
refunding of up to $250 million of the 2011 senior notes, the
company will have only $100 million remaining of these notes due
in 2011 and nothing else before 2014.  In addition, KB Home has no
contemplated usage of its $650 million revolver for at least the
next 12 months other than for letters of credit.  Further, KB Home
remains one of the industry's leaders in terms of percentage
reduction in homebuilding debt over the past two years.

The speculative grade liquidity rating assignment looks ahead 12-
18 months as contrasted with the longer term horizon used to
derive the corporate family rating, and is much more volatile as a
result.  The SGL-2 rating takes into consideration KB Home's very
good internal liquidity, given its $1 billion of unrestricted
cash, contrasted with less solid external liquidity (defined as
committed revolver availability) and projected covenant
compliance, and somewhat limited opportunities to monetize excess
assets quickly.

The negative rating outlook reflects risks associated with general
economic weakness that may continue to hamper new household
creation and new home purchases, industry-wide lack of pricing
power, and large inventory of unsold homes, including foreclosures
in most markets.

Moody's last rating action for KB Home occurred on June 22, 2009,
at which time Moody's lowered the company's corporate family
rating to B1 from Ba3.

Headquartered in Los Angeles, KB Home is one of the country's
largest homebuilders, with homebuilding revenues and consolidated
net income for the trailing twelve-month period ended February 28,
2009 of $2.5 billion and -$766 million, respectively.


KB HOME: S&P Assigns 'BB-' Rating on $265 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to KB
Home's new $265 million 9.100% senior unsecured notes due 2017.
S&P also assigned a '4' recovery rating to the notes, indicating
S&P's expectation for an average (30%-50%) recovery in the event
of a payment default.

KB Home will use proceeds from the offering to fund a tender for
up to $250 million of its $350 million 6.375% senior unsecured
notes due 2011.  According to a company press release, KB Home has
offered to purchase these notes at a rate of $980 per $1,000 of
principal amount.  Additionally, KB Home will pay an early tender
premium equal to $30 per $1,000 of principal amount to holders of
notes tendered on or before 5:00 p.m., Eastern Standard Time, on
Aug. 5, 2009.  The tender offer is scheduled to expire at 9:00
a.m. on Aug. 20, 2009.

The new notes will rank pari passu with KB Home's existing senior
unsecured debt but will be governed by a change of control
covenant that will require KB Home to repurchase the notes for
101% of the principal amount under certain conditions.  Like KB
Home's existing senior unsecured notes, the new notes will not be
subject to financial covenants.

Los Angeles-based KB Home is among the largest homebuilders in the
U.S., having closed 10,097 homes over the trailing-12-months ended
May 31, 2009 (which is the end of the company's fiscal second
quarter).  Similar to peers, the company's production levels are
down substantially (75%) since 2006 peak levels, and earnings have
been very weak.  However, the company has generated positive free
cash flow and held $1.1 billion of cash on May 31, 2009.

                           Ratings List

                             KB Home

          Corporate credit rating        BB-/Negative/--

                           New ratings

                 $265M senior notes due 2017  BB-
                 Recovery rating              4


KESSEL/DUFF CORPORATION: Case Summary 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Kessel/Duff Corporation
        78 Miller Lane
        Williston, VT 05495

Bankruptcy Case No.: 09-10872

Chapter 11 Petition Date: July 25, 2009

Court: United States Bankruptcy Court
       District of Vermont (Rutland)

Debtor's Counsel: Raymond J. Obuchowski, Esq.
                  PO Box 60
                  Bethel, VT 05032-0060
                  Tel: (802) 234-6244
                  Fax: (802) 234-6245
                  Email: obi@sover.net

Total Assets: $5,110,406

Total Debts: $3,865,208

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

          http://bankrupt.com/misc/vtb09-10872.pdf

The petition was signed by Brad Carter, president of the Company.


LANDRY'S RESTAURANTS: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default Rating of Landry's Restaurants Inc. and
changed the outlook to negative.

"The negative outlook reflects Moody's view that further
deterioration in consumer spending and increased competition will
continue to negatively impact debt protection metrics and
liquidity" stated Bill Fahy, Moody's Senior Analyst.  For the
second quarter of 2009 Landry's reported a decline in same store
sales of about 8%, of which the primary driver was a decline in
transactions.  "It also reflects the heightened risk that Landry's
may seek to find ways to support its wholly-owned subsidiary --
Golden Nugget (Ca PDR) -- which is under significant financial
stress".

Affirmation of the B2 CFR reflects the company's relatively weak
debt protection metrics, negative traffic trends, and high
competitive pressures within the US restaurant industry.  However,
the ratings also reflect the company's adequate liquidity,
reasonable scale, and solid brand value of its various restaurant
concepts.

Ratings affirmed are;

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $50 million senior secured revolving credit facility, due 2011
  rated Ba2 (LGD 2, 15%)

* $165 million senior secured term loan, due 2011 rated Ba2 (LDG
  2, 15%)

* $295 million senior secured notes, due 2011 rated B3 (LGD 4,
  65%)

* Speculative Grade Liquidity rating at SGL-3

Moody's last rating action for Landry's occurred on February 13,
2009 when Moody's upgraded the company's corporate family rating
to B2 with a stable outlook.

Landry's Restaurants, Inc., with headquarters in Houston, Texas,
owns and operates mostly casual dining restaurants under the trade
names Landry's Seafood House, Chart House, The Crab House,
Saltgrass Steak House, and Rainforest Cafe.  Landry's also owns
and operates the Golden Nugget hotel and casino in Las Vegas,
Nevada.  Annual revenue is approximately $900 million.


LANDRY'S RESTAURANTS: S&P Gives Negative Outlook; Keeps 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on the Houston, Texas-based Landry's Restaurants Inc. to
negative from stable.  At the same time, S&P affirmed the 'B'
ratings on Landry's.  This action was taken in conjunction with
S&P's lowering the rating on the company's unrestricted
subsidiary, the Las Vegas-based Golden Nugget Inc., to 'CC' from
'B-'.  The outlook on Golden Nugget is negative.

Given Golden Nugget's very weak operating trends and its very
highly leveraged capital structure, S&P expects Golden Nugget will
need to restructure and reduce its debt burden.  However, if it is
not successful in doing so, S&P expects that Landry's may seek
ways to lend additional support to Golden Nugget.  Currently,
Golden Nugget's debt is non-recourse to Landry's and is not
guaranteed by Landry's.  Furthermore, Landry's current credit
agreement restricts it from investing more than $25 million in
Golden Nugget, and effectively limits the support that Landry's
could provide to Golden Nugget.  However, Landry's does have a
history of supporting Golden Nugget, and in the past it has made
rather significant investments in that company after its
acquisition by Landry's.  "Because S&P believes that Landry's
would like to retain ownership of the Golden Nugget, S&P think
that it may seek ways to lend support over time in ways not
currently allowed by its credit agreement, after either amending
or refinancing its current credit agreement," said Standard &
Poor's credit analyst Charles Pinson-Rose.  Landry's credit
agreement expires on May 13, 2011, and S&P therefore anticipates
that it may seek to extend or refinance this facility in the next
year.  This could create an opportunity to relax existing
limitations on supporting Golden Nugget.

The outlook is negative.  If Landry's were to take any action that
would enable it to lend additional support to Golden Nugget, S&P
may lower the rating on Landry's.  If the company can amend or
restructure Golden Nugget's capital structure to improve its
credit profile while Landry's credit profile and capital structure
is unaffected, S&P may revise the outlook to stable.  However, if
such any actions at Golden Nugget do not materially improve its
credit quality, S&P may maintain its negative outlook on Landry's.


LAVATEC INC: Case Summary 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lavatec, Inc.
        300 Great Hill Road
        Naugatuck, CT 06770

Bankruptcy Case No.: 09-32004

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Dean W. Baker, Esq.
                  Law Offices of Dean W. Baker
                  205 Church Street, Suite 506
                  New Haven, CT 06510-1832
                  Tel: (203) 777-5666
                  Email: dean@bohonnon.com

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

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

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

          http://bankrupt.com/misc/ctb09-32004.pdf

The petition was signed by Samir A. Tadros, president of the
Company.


LEAR CORP: U.S. Trustee Slams Management Incentive Plan
-------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, asks the Court to
deny the Debtors' request for court approval of its management
incentive plan due to the Debtors' failure to satisfy Section
503(c)(1) of the Bankruptcy Code, which limits the payment of
retention bonuses to insiders and prohibits transfers outside the
ordinary course of business.

Ms. Adams claims that the Debtors' proposed key management
incentive plan is clearly for retention purposes to ensure
continued tenure of insiders, not an incentive plan as the
Debtors had suggested,

"A true incentive plan would require management to achieve
challenging results in order to receive a bonus," Ms. Adams
asserts.  "Considering the condition of the automotive industry
and the adverse effect on auto suppliers, it is unclear why
payments are even needed to retain the Debtors' employees, who
may have limited options to find employment elsewhere."

Ms. Adams says the milestones in the KMIP to achieve 75% of the
payments are easily obtainable and already required milestones
under the Debtors' plan support agreement.  Moreover, Ms. Adams
notes, the lack of disclosure of the financial targets that must
be met in order to achieve the remaining 25% of the payments can
only lead to the conclusion that the targets have been set so low
that they are also for retention purposes.

To recall, the Debtors developed the KMIP to award bonuses to
approximately 29 key management employees, including five
"insiders," as that term is defined in Section 101(31) of the
Bankruptcy Code, whom the Debtors determined are instrumental to
their ability to develop a plan of reorganization, effect all
actions necessary to exiting Chapter 11 within the established
timeframe, and drive actions that maximize value of the estates
and facilitate their successful restructuring.

The insiders eligible to receive bonus payments under the KMIP
consist of the Debtors' chief executive officer, chief financial
officer, general counsel, president of the Debtors' seating
division, and president of the Debtors' electrical and electronic
systems division.

Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on July 30, 2009, to
consider approval of the Debtors' request.

                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)



LEAR CORP: To Keep Insurance Policies; Pay $980,000 Owed
--------------------------------------------------------
Lear Corp. and its affiliates have maintained and continue to
maintain a comprehensive insurance program that provides them with
coverage for, among other things, affiliated general and property
liability, automobile liability, aviation, crime, directors' and
officers' liability, employment practices liability, excess
liability, general liability, management liability, nuclear
liability, fiduciary liability, products liability, property,
business interruption, and workers' compensation.  In the prior
twelve months, the Debtors paid an aggregate of $30,500,000 in
premiums.  As of the Petition Date, the Debtors believe they owe
approximately $980,000 in premiums related to previous policies
and those Insurance Policies that replaced prior policies.

The Debtors' Insurance Policies generally consist of first and
third-party insurance policies that are maintained by several
third-party insurance carriers.  The Debtors maintain
approximately 143 active insurance policies, a detailed list of
which is available for free at:

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

The Debtors recently acquired new insurance policies and
replacement insurance policies for those Insurance Policies that
recently expired, although the Debtors are not yet able to
provide all of the policy numbers for these new or replacement
policies, and, in a few cases, the names of the insurance
carriers for the affiliated policies associated with all
replacement policies.  One of the Insurance Policies relates to a
self-insurance policy number issued to the Debtors by the state
of Ohio.  Unlike many other states, the state of Ohio requires
employers to obtain workers' compensation insurance from
compulsory state funds or qualify as a self-insurer.  The Debtors
have previously qualified as a self-insurer in Ohio.

The Debtors assert that continuation of the Insurance Policies
during the Chapter 11 Cases is essential to the preservation of
their businesses, property and assets, and, in many cases, the
coverage is required by various regulations, laws and contracts
that govern the Debtors' business conduct.

Additionally, the Debtors seek the Court's authority to revise,
supplement or change their Insurance Policies and bonds and make
required postpetition payments and settlements as needed during
the pendency of the Chapter 11 Cases.

The Debtors' insurance coverage consists of surety bonds with
respect to certain identifiable risks.  The Insurance Bonds
guarantee the Debtors' performance of obligations owing to state
government departments and other third-parties, including the
Debtors' performance of their self-insured workers' compensation
obligations in the State of Ohio.

The Debtors have also entered into certain insurance brokerage
agreements under which the Debtors obtain services from certain
third-party insurance brokers.  The Insurance Brokers assist the
Debtors in obtaining comprehensive insurance coverage for the
Debtors' operations in the most cost-effective manner.  The
Debtors relate they paid an aggregate amount of approximately
$1,300,000 in Brokerage Fees related to policies procured during
the year.

The Debtors also obtain services from third-party administrators,
including Gallagher Bassett Services, Inc., Matrix Claims
Management, Specialty Risk Services and XL GAPS to:

  (a) process and administer insurance claims;

  (b) negotiate with Insurance Carriers over insurance claims
      and cases;

  (c) hire professionals to litigate and settle insurance cases;
      and

  (d) provide other services related to the Insurance Policies.

The Debtors relate that as of the Petition Date they owe
approximately $670,000 in unpaid Third-Party Administrator Fees.

By this Motion, the Debtors seek the Court's authority to:

  (i) maintain their Policies entered into prepetition,
      including the maintenance of Insurance Policies and
      Insurance Bonds, the payment of Brokerage Fees, Third-
      Party Administrator Fees and the amounts owed under the
      Funding Agreement and similar arrangements, the funding of
      the escrow Fund and the payment of any prepetition
      obligations related to their Policies; and

(ii) revise, supplement or change their Policies by, among
      other things, entering into new insurance policies and
      bonds through renewal of the current Insurance Policies
      and Insurance Bonds or purchase of new postpetition
      insurance policies or bonds.

                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)


LEAR CORP: To Sell De Minimis Assets in Ordinary Course
-------------------------------------------------------
Lear Corp. and its affiliates intend to identify surplus,
obsolete, non-core or burdensome assets that are no longer
required for their business operations and may be sold or
abandoned during the Chapter 11 Cases.  In light of this, the
Debtors seek the Court's authority to sell or transfer each of the
De Minimis Assets pursuant to these procedures:

  (A) With regard to sales or transfers of the De Minimis Assets
      in any individual transaction or series of related
      transactions to a single buyer or group of related buyers
      with a selling price less than or equal to $1,000,000:

         i.  the Debtors are authorized to consummate those
             transactions without further order of the Court or
             notice to any party; and

        ii.  any transaction will be free and clear of all Liens
             with those Liens attaching only to the sale
             proceeds with the same validity, extent and
             priority as immediately prior to the transaction.

  (B) With regard to the sales or transfers of the De Minimis
      Assets in any individual transaction or series of related
      transactions to a single buyer or group of related buyers
      with a selling price greater than $1,000,000 and
     less than or equal to $15,000,000:

         i. the Debtors are authorized to consummate those
            transactions without further Court order;

        ii. any transactions will be free and clear of all Liens
            with those Liens attaching only to the sale proceeds
            with the same validity, extent and priority as
            immediately prior to the transaction;

       iii. the Debtors will, at least 15 calendar days prior to
            closing that sale or effectuating that transfer,
            give written notice of the sale or transfer to (a)
            the Office of the United States Trustee for the
            Southern District of New York; (b) counsel to any
            statutory committee of unsecured creditors appointed
            in the Chapter 11 cases, and until that appointment,
            the entities listed on the Consolidated List of
            Creditors Holding the 50 Largest Unsecured Claims
            filed pursuant to Rule 1007(d) of the Bankruptcy
            Rules; (c) any known affected creditor, including
            counsel to any creditor asserting a Lien on the
            relevant De Minimis Assets; (d) those parties
            requesting notice pursuant to Bankruptcy Rule 2002;
            (e) counsel to the agent for the Debtors'
            prepetition senior lenders and proposed postpetition
            secured lenders; and (f) counsel to the ad hoc
            committee of the Debtors' unsecured noteholders.

       iv.  the content of the notice sent to the Notice Parties
            for the sale of De Minimis Assets will consist of:

               (a) identification of the De Minimis Assets being
                    sold or transferred;

               (b) identification of the purchaser of the
                   assets;

               (c) the purchase price;

               (d) the marketing or sales process; and

               (e) the significant terms of the sale or
                   transfer;

         v. if no written objections are filed by the Notice
            Parties within 15 calendar days of service of that
            Sale Notice, the Debtors are authorized to
            immediately consummate that transaction; and

        vi. if a written objection is received from a Notice
            Party within that 15-day period that cannot be
            resolved, the relevant De Minimis Assets will only
            be sold upon withdrawal of that written objection or
            further order of the Court.

Additionally, the Debtors will provide a written report to the
Court, the United States Trustee, counsel to the Official
Committee of Unsecured Creditors and those parties requesting
notice pursuant to Bankruptcy Rule 2002, beginning with the
calendar quarter ending on September 30, 2009, and each calendar
quarter thereafter, no later than 30 days after the end of each
calendar quarter, concerning any sales made during the preceding
calendar quarter, including the names of the purchasing parties
and the types and amounts of the sales.

To the extent that De Minimis Assets cannot be sold at a price
greater than the cost of liquidating those assets, the Debtors
seek authority to abandon those De Minimis Assets in accordance
with these procedures:

  (a) the Debtors will give written notice of the abandonment
      to the Notice Parties;

  (b) the Abandonment Notice will (i) contain a description in
      reasonable detail of the De Minimis Assets to be
      abandoned, (ii) set forth the Debtors' reasons for that
      abandonment and (iii) identify the entity to whom the
      De Minimis Assets are being abandoned;

  (c) if no Notice Party objects to an abandonment in writing
      within 15 calendar days of service of that Abandonment
      Notice, the Debtors may immediately proceed with the
      abandonment; and

  (d) if an objection is timely received, and cannot be resolved
      consensually, then that De Minimis Asset will not be
      abandoned except upon further order of the Court after
      notice and a hearing.


                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)


LEAR CORP: Southfield City Objects to DIP Financing, Cash Use
--------------------------------------------------------------
Lear Corp. and its affiliates are seeking the U.S. Bankruptcy
Court for the Southern District of New York's approval to dip
their hands into a $500 million superpriority senior secured
credit facility to protect their liquidity throughout their
Chapter 11 cases.  They are also seeking approval to use their
lenders' cash collateral.

The city of Southfield, Michigan objects to Lear Corp.'s request
to access debtor-in-possession financing, because it would grant
the Debtors' prepetition secured lenders and the postpetition DIP
lenders liens on the Debtors' property which purport to prime the
city of Southfield's prepetition and postpetition liens for
property taxes without providing adequate protection.

The city of Southfield asserts it holds a lien on the Debtors'
headquarters located at 21557 Telegraph Road, in Southfield,
Michigan.  The city of Southfield relates that under the Michigan
statute, liens for the property taxes are automatically first-
priority liens, not subject to any other claims, liens, or
security interest, without necessity for filing any other action
on the part of any taxing authority to perfect.

The City of Southfield asserts the proposed DIP Financing Order
reverses the lien priorities between property tax liens and
consensual security interests, contrary to the intention of
Congress enacting Section 362 of the Bankruptcy Code and without
providing the necessary adequate protection for the property tax
liens, as required by Sections 363 and 364 of the Bankruptcy
Code.

The city of Southfield, Michigan also opposes the Debtors' use of
cash collateral because it contains provisions which would grant
the Debtors' prepetition secured lenders and the postpetition DIP
lenders liens on the Debtors' property which purport to prime the
city of Southfield's prepetition and postpetition liens for
property taxes without providing adequate protection to the city
of Southfield.

Under the Michigan statute, liens for the property taxes are
automatically first-priority liens, not subject to any other
claims, liens, or security interest, without necessity for filing
any other action on the part of any taxing authority to perfect.

The city of Southfield asserts that the Interim Cash Collateral
Order reverses the lien priorities between property tax liens and
consensual security interests, contrary to the intention of
Congress enacting Section 362 of the Bankruptcy Code and without
providing the necessary adequate protection for the property tax
liens, as required by Sections 363 and 364 of the Bankruptcy
Code.

                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)


LEAR CORP: Credit Default Swaps Valued At 38.5 Cents in Auction
---------------------------------------------------------------
Credit-default swaps traders set a value of 38.5 cents on the
dollar for the bonds of Lear Corp., to settle contracts
protecting against a default by Lear, Bloomberg reported on
July 21, 2009.  The price means sellers of the swaps will pay
61.5 cents on the dollar to buyers of protection to settle the
contracts, Bloomberg added.  The price was a result of an auction
among 12 dealers including JPMorgan Chase & Co., and Goldman
Sachs Group Inc.

Bloomberg said dealers also set a value of 66 cents on the dollar
for Lear's senior secured loans.

Bloomberg related that the bond price was down from an initial
value of 40.125 cents on the dollar following a first round of
bidding by the dealers.  The value was set by matching orders
from dealers and their clients with a net demand to sell
$172.5 million of the bonds, according to Markit Group Ltd. and
Creditex Group Inc.  The loan price fell from an initial value of
67.75 cents on the dollar after a net demand to sell $70 million,
Bloomberg said in its report.

                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)


LEAR CORP: Canada Units' CCAA Restructuring Database
----------------------------------------------------
Applicants filing petitions under the Companies' Creditors
Arrangement Act:

  * Lear Canada
  * Lear Canada Investments Ltd.
  * Lear Corporation Canada Ltd.

CCAA Petition Date:  July 9, 2009

Court:  Ontario Superior Court of Justice (Commercial List)

Court File No.: CV-09-00008269-00CL

Canadian Judge: The Honorable Justice Sarah Pepall

Applicants' Lawyers:

       McCarthy Tetrault LLP
       Suite 5300, Box 48
       Toronto Dominion Bank Tower
       Toronto, ON M5K 1E6

       Kevin McElcheran
       LSUC#22119H
       Tel: (416) 601-7730

       Junior Sirivar
       LSUC#47939H
       Tel: (416) 601-7750

       Ryan Stabile
       LSUC#55387H
       Tel: (416) 601-8335
       Fax: (416) 868-0673

CCAA Information Officer: RSM Richter Inc.

                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)


LEAR CORP: Canada Units Obtain CCAA Stay Order
----------------------------------------------
The Honorable Madam Justice Sarah Pepall of the Ontario Superior
Court of Justice, Commercial List, has recognized the proceedings
commenced by Lear Canada, Lear Canada Investments Ltd., Lear
Canada Corporation Ltd., and the non-Canadian applicants as a
"foreign proceeding" as defined in Subsection 18.6.1 of the
Companies' Creditors Arrangement Act.  The Canadian Court also
recognized all the Orders entered by the U.S. Bankruptcy Court
for the Southern District of New York.

Madam Justice Pepall stayed all proceedings, actions and suits
against the Applicants or their property through August 7, 2009.
During the Stay Period, the Canadian Court prohibits all persons
from discontinuing, altering, interfering with, repudiating,
ceasing to perform any right, renewal right, contract agreement,
license or permit in favor of the Applicants, except with the
written consent of the Applicants, or leave of the Canadian
Court.

The lending institutions led by J.P. Morgan Chase Bank N.A.,
acting as general administrative agent under the Credit
Agreement, will not be obligated to advance or re-advance any
amount or otherwise extend any credit to the Applicants under the
Credit Agreement.

Moreover, Madam Justice Pepall prohibits the Canadian Applicants
from:

  * making any advances or transfers of funds to any of the
    Applicants or any of their affiliates by way of loan or
    otherwise except that the Canadian Applicants may pay for
    goods or services in the ordinary course of business and in
    accordance with existing practices;

  * granting security or otherwise encumber or release the
    Property, including by way of incurring indebtedness to
    other Applicants as permitted by the Cash Management Order,
    except in respect of the purchase of goods or services in
    the ordinary course of business and in accordance with
    existing practices; and

  * paying current service and special payments as required
    under the Pension Benefits Act in respect of its facilities
    at Ajax, St., Thomas, Kitchener and Whitby and its former
    facilities at Maple.

The Canadian Court held that during the Stay Period, no
proceeding may be commenced or continued against any of the
former, current or future directors or officers of the Canadian
Applicants with respect to any claim that arose before July 9,
2009 and that relates to any obligations of the Canadian
Applicants whereby the directors or officers are alleged under
any law to be liable in their capacity as directors or officers
for the payment or performance of those obligations, until the
later of the termination of the CCAA proceeding or the U.S.
Proceedings, or until further order of the Canadian Court.

Madam Justice Pepall has directed the Canadian Applicants to
indemnify their directors and officers from all claims, costs,
charges and expenses in respect of any liabilities and
obligations that arise or are incurred, after July 9, 2009, in
relation to their capacities as directors.  The directors and
officers of the Canadian Applicants are granted a charge on the
Property, which charge will not exceed $9,000,000, as security
for the indemnity.

The Canadian Court also appointed RSM Richter Inc., as the
Canadian Applicants' information officer.

RSM Richter, counsel to RSM Richter and Canadian Applicants'
counsel to the Applicants will be paid by the Applicants as part
of the costs of the CCAA proceeding on a monthly basis.  The
Information Officer, counsel to the Information Officer and the
Applicants' Canadian counsel are granted a charge on the
Property, which charge will not exceed $750,000 as security for
their professional fees and disbursements incurred at normal
rates and charges.

Furthermore, the Canadian Court authorized the Applicants to
retain McCarthy Tetrault LLP as their counsel.

Lear Canada Investments Ltd., Lear Corporation Canada Ltd., are
each wholly-owned indirect subsidiaries of Lear Corporation.
Both Lear Canada Investments and Lear Corporation Canada are
corporations incorporated pursuant to the laws of Alberta.

As of May 31, 2009, Lear Canada had total liabilities of
$54,000,000.  The May Financials show that for the year to date
in 2009, Lear Canada has a net loss of $66,000,000 on total sales
of about $115,000,000.  Lear Canada's balance sheet includes an
intercompany loan payable to Lear Canada by its parent Lear
Corporation of approximately $82,000,000 as of May 31, 2009.

Due to the integration of Lear's North American operations and
the commencement of the U.S. Proceedings, the Applicants believe
it is necessary to obtain recognition of the US Proceedings as
Foreign Proceedings in Canada.

                         About Lear Corp.

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 tappes as special counsel.  Alvarez & Marsal North America
LLC, is the Debtors' restrcturing 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 US$1,270,800,000 against
debts of US$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)


LENNY DYKSTRA: Blames Financial Woes on Bogus Lawsuits
------------------------------------------------------
Eric Morath posted at The Wall Street Journal blog, Bankruptcy
Beat, that Lenny Dykstra told radio host Dan Patrick that his
financial woes are the result of bogus lawsuits.

Bankruptcy Beat relates that Mr. Dykstra claimed that he was
victimized by former employees and business associates.

According to Bankruptcy Beat, Mr. Dykstra said that he will use
Chapter 11 to seek his revenge.  "People pile on, that's why I did
the 11.  It makes people stop . . . it's probably one of the best
weapons known to man for situations such as this," Bankruptcy Beat
quoted Mr. Dykstra as saying.  "You pay your debtors (sic) off and
you come right out of it.  People piling on, just trying to get
free money, they're going to come to court and get crucified."

Bankruptcy Beat states that Mr. Dykstra told Mr. Patrick that he
still owns the house he purchased from hockey coach Wayne Gretzky
for $17.5 million in 2007, and a plane.

Mr. Dykstra said that he will relaunch his Players Club magazine
and do a reality show, Bankruptcy Beat relates.

Westlake Village, California-based Lenny Dykstra is a former Major
League Baseball All-Star.  He was center fielder for the New York
Mets and Philadelphia Phillies.  He filed for Chapter 11
bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No.
09-18409).  M Jonathan Hayes, Esq., at the Law Office of M
Jonathan Hayes in Northridge, California, assists the Debtor in
his restructuring efforts.  The Debtor listed up to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


LESLIE PATTERSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Leslie Patterson, Jr.
        13030 Chaddsford Terrace
        Manassas, VA 20112

Bankruptcy Case No.: 09-15907

Chapter 11 Petition Date: July 24, 2009

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

Judge: Robert G. Mayer

Debtor's Counsel: John L. Lilly Jr., Esq.
                  The Lilly Law Group, PC
                  10195 Main Street, Suite I
                  Fairfax, VA 22031
                  Tel: (571) 432-0300
                  Fax: (571) 432-0301
                  Email: john@thelillylawgroup.com

Total Assets: $1,013,827

Total Debts: $1,499,221

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

         http://bankrupt.com/misc/vaeb09-15907.pdf

The petition was signed by Leslie Patterson, Jr.


LIZBETH ESTEVEZ: Voluntary Chapter 9 Case Summary
-------------------------------------------------
Debtor: Lizbeth Estevez
        aka Liz Miklos
        aka Lizbeth Miklos
        aka Elizabeth Miklos
        100 St. Andrews Place
        Apartment 3E
        Yonkers, NY 10705

Bankruptcy Case No.: 09-23319

Chapter 9 Petition Date: July 23, 2009

Court: Southern District of New York

Debtor's Counsel: Roger N. Schumann, Esq.
                  hruano@pankinlaw.com
                  David I. Pankin, P.C.
                  48 Willoughby Street
                  Brooklyn, NY 11201
                  Tel: (718) 243-2444
                  Fax: (718) 243-1292

Total Assets: $5,317

Total Debts: $68,581

The Debtor did not file a list of 20 largest unsecured creditors.


LLS AMERICA: Files Chapter 11 in Las Vegas
------------------------------------------
LLS America LLC filed a Chapter 11 petition, listing assets of
$2.7 million against $24 million in unsecured debt.  LLS America
LLC, doing business as Little Loan Shoppe, makes unsecured
installment loans to consumers.  The Bountiful, Utah-based
company filed for Chapter 11 on July 21 (Bankr. D. Nev. Case
No. 09-23021).


LONGHORN PARTNERS: Court Approves Sale of Assets to Magellan
------------------------------------------------------------
Magellan Midstream Partners, L.P., said its purchase of
substantially all of the assets of Longhorn Partners Pipeline,
L.P. has been approved by the bankruptcy court.  Closing is set
for July 29, with no additional approvals required.

The 700-mile common carrier pipeline system transports refined
petroleum products from Houston to El Paso, Texas.  A terminal in
El Paso, comprised of a 5-bay truck loading rack and over 900,000
barrels of storage, is included in the purchase.  This terminal
serves local petroleum products demand and distributes product to
connecting third-party pipelines for ultimate delivery to markets
in Arizona, New Mexico and, in the future, Northern Mexico.

The purchase price for the pipeline system is $250 million plus
the fair market value of line fill, which is currently estimated
at approximately $100 million.  Management intends to finance the
acquisition with debt.

"The Longhorn system is an excellent fit with our existing asset
portfolio and our stated intent to grow our presence in the Texas
market," said Don Wellendorf, chief executive officer.  "Magellan
is quite knowledgeable of this system because we have served as
its operator for the past several years. We feel confident that
our business model as an independent pipeline company will attract
customers interested in transporting petroleum products to the
Southwestern area of the country and are already in discussions
with a number of potential customers."

Following closing of the acquisition, Magellan intends to connect
this pipeline system to the partnership's existing terminal at
East Houston to provide additional supply options for current and
potential customers to transport petroleum products to
Southwestern markets.  Further, Magellan will complete
construction of an additional 400,000 barrels of storage that is
currently underway at the El Paso terminal.  Both projects should
be complete by mid-2010 at an estimated cost of $25 million.

Because this asset had minimal commercial activity following the
former owner's bankruptcy filing last year, Magellan anticipates a
ramp-up of operations during the first one to two years of
ownership as a customer base is built for this pipeline system.
Following this ramp-up period, the partnership expects this
acquisition to generate financial results in line with its typical
targeted return for expansion capital projects of 6 to 8 times
EBITDA, or earnings before interest, taxes and depreciation.

The partnership plans to discuss more specifics about the
acquisition, including its expected financial impact to 2009
results, as part of its second-quarter earnings release on Mon.,
Aug. 3 and related call at 1:30 p.m. Eastern that day. To
participate in the conference call, dial (800) 289-0726 and
provide code 4352508.  Investors also may listen to the call via
the partnership's Web site at:

              http://www.magellanlp.com/webcasts.asp

                 About Magellan Midstream Partners

Magellan Midstream Partners, L.P. -- http://www.magellanlp.com/--
based in Tulsa, Oklahoma, is a publicly traded partnership formed
to own, operate and acquire a diversified portfolio of energy
assets.  The partnership primarily transports, stores and
distributes refined petroleum products.  MMP's general partner
interest and related incentive distribution rights are owned by
Magellan Midstream Holdings, L.P.


LOUISIANA FILM: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Louisiana Film Studios, LLC
                600 Edwards Avenue
                Harahan, LA 70123

Case Number: 09-12232

Involuntary Petition Date: July 23, 2009

Court: Eastern District of Louisiana

Judge: Elizabeth W. Magner

   Petitioners                                      Claim Amount
   -----------                                      ------------
47 Construction, LLC                                $681,418
4516 Canal Street
New Orleans, LA 70119

Kevin Houser                                        $125,000
1801 Holden's Arbor Run
Westlake, OH 44145

Mitch Berger                                        $250,000
c/o Jimmy A. Castex, Jr.
755 Magazine Street
New Orleans, LA 70130

Jay Dykes                                           $130,000
c/o Jones Walker
201 St. Charles Avenue
New Orleans, LA 70130

Scott Shanle                                        $93,750
c/o Jimmy A. Castex, Jr.
755 Magazine Street
New Orleans, LA 70130

Glenn Pakulak                                       $4,000
c/o Jimmy A. Castex, Jr.
755 Magazine Street
New Orleans, LA 70130


LUCINDA JUNE WHITE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Joint Debtors: Lucinda June White
                  fka Lucinda Wollny
               Franklin Duane White, Jr.
               154 San Benancio Rd.
               Corral de Tierra, CA 93908

Bankruptcy Case No.: 09-56022

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Gregory A. Rougeau, Esq.
                  Law Offices of Manasian and Rougeau
                  400 Montgomery, St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  Email: rougeau@mrlawsf.com

Total Assets: $1,972,915

Total Debts: $2,016,555

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.


MAGNA ENTERTAINMENT: Creditors Want Standing to Sue Officers
------------------------------------------------------------
The official committee of unsecured creditors of Magna
Entertainment Corp. asks the Bankruptcy Court for authority to sue
officers and directors, including Frank Stronach, who had been the
chief executive officer.

According to Bill Rochelle at Bloomberg News, the Committee
conducted a probe and gathered evidence showing that the officers
and directors breached their fiduciary duties by "refusing to
sell, or even actively market" the assets when they knew their
"duties required them to do so."  The Committee says that the
asset sale program "at worst" was a "complete sham."  The Court
will hear the proposal on August 18.

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.


MAGNACHIP SEMICONDUCTOR: Panel Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of MagnaChip
Semiconductor LLC, et al., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to employ Lowenstein
Sandler PC as its counsel, effective as of June 29, 2009.

Lowenstein Sandler will:

  a) provide legal advice as necessary with respect to the
     Committee's powers and duties as an official committee
     appointed under Section 1102 of the Bankruptcy Code;

  b) assist the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operation of the Debtors' businesses, potential claims,
     and any other matters relevant to the cases; and

  c) provide legal advice as necessary with respect to the
     disclosure statement and plan of liquidation filed in these
     cases and with respect to the process for approving or
     disapproving the plan.

Lowenstein Sandler's hourly rates are:

     Partners            $410-$765
     Counsel             $320-$520
     Associates          $220-$380
     Legal Assistants    $120-$215

John K. Sherwood, Esq., a member at Lowensten Sandler, assures the
Court that the firm does not hold or represent any interest
adverse to the Committee or the Debtors' unsecured creditors in
connection with the Debtors' bankruptcy cases, and that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

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

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

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


MAGNACHIP SEMICONDUCTOR: Panel Taps MFC as Financial Advisors
-------------------------------------------------------------
The official committee of unsecured creditors of MagnaChip
Semiconductor LLC, et al., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to employ Mesirow Financial
Consulting LLC as its financial advisors, nunc pro tunc to
June 29, 2009.

Mesirow Financial will:

  a) assist in the review of reports or filings as required by the
     Bankruptcy Court or the Office of the United States Trustee,
     including, but not limited to, schedules of assets and
     liabilities, statement of financial affairs and monthly
     operating reports;

  b) review the Debtors' financial information, including, but
     not limited to, analyses of cash receipts and disbursements,
     financial statement items and proposed transactions for which
     Bankruptcy Court approval is sought; and

  c) review and analyze the reporting regarding cash collateral
     and any debtor-in-possession financing arrangements and
     budgets.

Mesirow Financial's current normal and customary hourly rates are:

     Senior Manager                $700-$750
     Managing Director             $700-$750
     Director                      $700-$750
     Senior Vice President         $610-$670
     Vice President                $510-$570
     Senior Associate              $410-$470
     Associate                     $220-$350
     Paraprofessional              $100-$195

Larry H. Lattig, a senior managing director at Mesirow Financial,
assures 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.

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

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

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


MARC DREIER: Contents of Apartment to Be Auctioned Off August 21
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the contents of Marc
Dreier's luxury midtown Manhattan apartment in the Bloomberg
Building at One Beacon Court are scheduled for auction August 21.

As reported by the Troubled Company Reporter on July 23, 2009,
citing Noeleen G. Walder at New York Law Journal, Mr. Dreier's
3,000-square-foot apartment was sold at auction Tuesday for
$8.2 million, about $2 million less than the $10.43 million he
paid in 2007.

The NY Law Journal notes the winning bidder declined to identify
himself.  A source told Law Journal said the buyer is Indian-born
Ajit Jain, head of the reinsurance business of Berkshire Hathaway
Inc., who has been touted as a possible successor to Warren
Buffett at Berkshire.

According to Ms. Walder, the sale of the condominium at 151 E.
58th St. came one week after Judge Jed S. Rakoff sentenced Mr.
Dreier to 20 years in prison for orchestrating a multiyear Ponzi
scheme that fleeced more than $400 million from clients of Dreier
LLP and investors to whom he sold bogus promissory notes.

Mr. Dreier is serving a 20-year prison sentence.

Mr. Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between
$10 million to $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).  The petitioners assert claims totaling
$88.5 million.  Diamond McCarthy LLP represents Ms. Gowan; Curtis,
Mallet Prevost, Colt & Mosle LLP, Mr. Reisman; and McCarter &
English LLP, Wachovia Bank.


MASONITE INT'L: Proposes Oct. 7 Extension of Removal Period
-----------------------------------------------------------
Reorganized Masonite International Corp. and its affiliates ask
Judge Peter J. Walsh of the United States Bankruptcy Court for the
District of Delaware to extend the period within which they may
remove civil actions through and including October 7, 2009,
pursuant to Section 1452 of Judiciary and Judicial Procedures and
Rules 9006 and 9027 of the Federal Rules of Bankruptcy Procedure.

The time within which the Reorganized Debtors must file notices
to remove the Civil Actions expired on July 9, 2009.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that since the Petition Date, the Reorganized Debtors
have focused their efforts on confirming and consummating the
Plan of Reorganization.  Since the Reorganized Debtors have
emerged from bankruptcy, they can now turn their full attention
to the claims reconciliation process.  Enlarging the removal
period will assist in claims reconciliation efforts, Mr. Cieri
says.

Judge Walsh will convene a hearing on the request on July 29,
2009.  By application of Rule 9006-2 of the Local Rules of
Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the Debtors'
Action Removal Period is automatically extended until the
conclusion of that hearing.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Taps KPMG U.S. as Advisors
------------------------------------------
Masonite International Corp. and its affiliates sought and
obtained from the Court authority to employ KPMG LLP (US) as their
tax advisors nunc pro tunc to the Petition Date, in accordance
with the terms set forth in an engagement letter between dated
April 21, 2009.

The indemnification obligations of the Reorganized Debtors set
forth in the Engagement Letter are approved, subject during the
pendency of the Chapter 11 cases.

As tax advisors to the Debtors, KPMG US will provide tax
consulting services with respect to (a) the U.S. federal and
state income tax consequences of the Reorganized Debtors' U.S.
bankruptcy proceedings and (b) other matters that arose where the
Reorganized Debtors sought the advice and consultation of KPMG.
The bankruptcy-related services may include, but are not limited
to, determining the amount and location of, and limitations on,
the Reorganized Debtors' U.S. federal and state tax attributes,
and quantifying the U.S. federal and state tax consequences of
the plan of reorganization.

KPMG US's hourly rates are:

  Professional                  Hourly Rate
  ------------                  -----------
  Partners                       $508-$630
  Senior Managers                $420-$578
  Managers                       $333-$490
  Senior Associates              $245-$368
  Associates                     $193-$228

The Reorganized Debtors will pay KPMG US for services rendered
and reimburse expenses incurred in the Reorganized Debtors'
Cases.

In the 90-day period prior to the Petition Date, KPMG US did not
receive any payments from the Reorganized Debtors.  As of the
Petition Date, KPMG did not hold a prepetition claim against the
Reorganized Debtors for services rendered in connection with the
engagement.

John F. Simon, a principal of KPMG US, assures to the Court that
KPMG US is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, in that the Firm (a) is
not a creditor, equity security holder, or insider of the
Reorganized Debtors; (b) was not, within two years before the
date of filing of the Reorganized Debtors' Cases, a director,
officer, or employee of the Reorganized Debtors; and (c) does not
have an interest materially adverse to the interest of the
Reorganized Debtors' estates or of any class of creditors or
equity security holders.

A full-text copy of the Engagement Letter is available for free
at http://bankrupt.com/misc/Masonite_KPMGEngagementLetter.pdf

Prior to the Court's approval of the Application, the Debtors
informed the Court that no parties have objected to the
Application.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Monitor Bills $602,931 for March-June Work
----------------------------------------------------------
Ernst & Young, Inc., the Canadian Court-appointed monitor of
Masonite Holding Corporation, Masonite International, Inc., and
Masonite International Corporation's insolvency proceedings under
the Canadian Companies' Creditors Arrangement Act, updated the
Ontario Superior Court of Justice with the Applicants' activities
and other events occurring since April 15, 2009.

                   Claims Bar Date Process

The Monitor has been advised by Management that notices of the
claims bar process were published in three major newspapers -- La
Presse (in French), The Globe and Mail and The Wall Street
Journal (in English) -- on June 11, 2009.  Counsel to the
Applicants has provided the Monitor with affidavits of
publication for each of La Presse, The Globe and Mail and The
Wall Street Journal.

Management has also advised the Monitor that English language
notices were mailed out to all creditors, including creditors of
Masonite International Corporation, on June 5, 2009, with a
subsequent mailing on June 9 and June 16, 2009 to the
supplemental warranty, litigation and retiree parties.  While the
creditors of MIC were to receive both the French and English
versions of the notices in a single mailing, Kurtzman Carson
Consultants LLC, the Debtors' Claims Agent, initially mailed out
only the English version of the notices to all creditors,
including creditors of MIC.  On June 13, 2009, KCC mailed the
French version of the notice of the claims bar date to all
creditors of MIC, accompanied by the English proof of claim form.

               Termination of Stay of Proceedings

On June 9, 2009, Management advised the Monitor that the
Certificate of Arrangement was issued and that the Debtors' Joint
Plan of Reorganization and the Canadian Plan were being
implemented.  The Monitor says that June 9, 2009, was deemed to
be the Effective Date under the U.S. Plan and the Canadian Plan.

In accordance with the order of the Ontario Superior Court of
Justice recognizing and implementing the Bar Date Order and
terminating the stay of proceedings granted in the CCAA
proceedings as of the Effective Date, the Stay Period was
therefore terminated on June 9, 2009.

The Monitor continued to monitor the business and cash flows of
the Applicants until it was advised by Management of the issuance
of the Certificate of Arrangement.

                        Professional Fees

The Monitor, its Canadian counsel, Ogilvy Renault LLP and its
U.S. counsel, Allen & Overy LLP, have maintained detailed records
of their professional costs and time during the course of the
administration.

In an affidavit prepared by Mike P. Dean of Ernst & Young Inc.,
he disclosed that for the period March 14 to June 19, 2009, the
Monitor's accounts amount to $602,931, composed of:

  -- C$324,012 in fees,
  -- C$250,208 in disbursements, and
  -- C$28,711 in other Court-required payments.

Ernst & Young Inc. has estimated that its fees and disbursements,
excluding the fees and disbursements of its counsel, to complete
its duties up to and including the discharge of the Monitor will
not exceed C$5,000.

In an affidavit prepared by Orestes Pasparakis of Ogilvy, he
related that for the period March 16 to June 15, 2009, the Ogilvy
Accounts amount to C$164,803 composed of:

  -- C$154,881 in professional fees,
  -- C$2,105 in disbursements, and
  -- C$7,816 in other Court-required payments.

Ogilvy has estimated that its fees and disbursements to complete
its duties up to and including the discharge of the Monitor will
not exceed C$10,000.

Ken Coleman of Allen & Overy, disclosed in an affidavit that for
the period March 16 to June 10, 2009, the Allen & Overy Accounts,
amount to US$74,776 composed of:

  -- US$72,449 in professional fees, and
  -- US$2,327 in disbursements.

Allen & Overy has estimated that its fees and disbursements to
complete its duties up to and including the discharge of the
Monitor, consisting primarily of disbursements for local counsel
from whom invoices have not yet been received, will not exceed
US$7,500.

The Monitor says that due to the timing of the administrative
practices of the firms in question, there will necessarily be
some additional fees and disbursements incurred after June 2009.
For simplicity and to avoid the need for further fee
applications, the Monitor seeks the Canadian Court for additional
fees and disbursements of the Monitor, Ogilvy and Allen & Overy
after the date of the respective affidavits in amounts not to
exceed C$5,000 for the Monitor, C$10,000 for Ogilvy and US$7,500
for Allen & Overy.

Accordingly, at the Monitor's behest, the Canadian Court issued
an Order:

  (a) approving the activities and conduct of the Monitor and
      its legal counsel during the CCAA proceeding;

  (b) approving the fees and disbursements of the Monitor and
      its legal counsel including fees and disbursements of the
      Monitor, Ogilvy and Allen & Overy up to and including
      the Monitor's discharge in amounts not to exceed C$5,000,
      C$10,000 and $7,500;

  (c) discharging the Monitor and forever barring any Person
      from making any claim as against the Monitor and its legal
      counsel relating to the Proceedings; and

  (d) terminating the Administrative Charge.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Kirkland Bills $1.3 Million for March-May Work
--------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in the Debtors' bankruptcy cases filed
applications for payment of fees and reimbursement of expenses:

Professional            Period          Fees       Expenses
------------            ------          ----       --------
Perella Weinberg       03/16/09-   $8,490,322          $600
Partners LP            05/29/09

Perella Weinberg       03/16/09-     $242,580          $384
Partners LP            04/30/09

Kirkland & Ellis LLP   03/16/09-   $1,296,301       $40,406
                        05/29/09

Kirkland & Ellis LLP   03/16/09-     $541,399       $24,378
                        04/30/09

Alvarez & Marsal       03/16/09-     $884,701       $32,122
North America, LLC     05/29/09

Alvarez & Marsal       03/16/09-     $476,642       $25,847
North America, LLC     04/30/09

Richards, Layton &     05/01/09-      $13,621        $3,858
Finger, P.A.           05/29/09

Richards, Layton &     03/16/09-      $55,825        $9,612
Finger, P.A.           04/30/09

KPMG LLP               03/16/09-      $83,435            $0

Alvarez Marsal's $884,701 fee includes $288,897, for the period
from May 1 through May 29, 2009, while its $32,122 expenses
include $6,275 for the period from May 1 through May 29, 2009.

Perella Weinberg's $8,490,322 fee includes $8,187,096 for the
period from May 1 through May 29, 2009, and its $600 expenses
include $216 for the period from May 1 through May 29, 2009.

Kirkland's $1,296,301 fee includes $619,552 for the period from
May 1 through May 29, 2009, and its $40,406 expenses include
$16,028 for the period from May 1 through May 29, 2009.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MCCLATCHY CO: Posts $42MM Net Income From Operations in Q2
----------------------------------------------------------
The McClatchy Company reported net income from continuing
operations in the second quarter of 2009 of $42.0 million, or 50
cents per share -- more than double the earnings per share in the
second quarter of 2008.  Adjusted earnings from continuing
operations, excluding several unusual items in the second quarter
of 2009, were $25.2 million, or 30 cents per share, up 42.9% from
the 2008 quarter.  Total net income including discontinued
operations was $42.2 million, or 50 cents per share.

The Company's second-quarter 2008 earnings from continuing
operations were $20.1 million, or 24 cents per share.  Adjusted
earnings from continuing operations, excluding several unusual
items in the second quarter of 2008, were $17.3 million, or 21
cents per share.  Total net income including discontinued
operations was $19.7 million, or 24 cents per share.

Revenues in the second quarter of 2009 were $365.3 million, down
25.4% from revenues from continuing operations of $489.7 million
in the second quarter of 2008.  Advertising revenues were
$283.7 million, down 30.2% from 2008, and circulation revenues
were $69.4 million, up 5.0%.

First Six Months Results:

     -- Income from continuing operations in the first half of
        2009 was $4.3 million, or 5 cents per share.  Adjusted
        earnings from continuing operations, excluding several
        unusual items, were zero cents per share.  Total net
        income, including discontinued operations, was
        $4.7 million, or 6 cents per share.

     -- Income from continuing operations for the first six months
        of 2008 was $19.1 million, or 23 cents per share.
        Adjusted earnings from continuing operations were 24 cents
        per share in the first half of 2008.  The company's total
        net income for the first six months of 2008, including the
        results of discontinued operations, was $18.8 million, or
        23 cents per share.

     -- Revenues from continuing operations in the first six
        months of 2009 were down 25.3% to $731.0 million compared
        to $978.0 million in 2008.  Advertising revenues in 2009
        totaled $568.4 million, down 29.9%, and circulation
        revenues were $137.8 million, up 2.9%.

Commenting on McClatchy's results, Gary Pruitt, chairman and chief
executive officer, said, "We are extremely pleased to post
earnings per share growth of 42.9% after adjusting for unusual
items in the quarter, particularly given the impact of the
recession in our markets.  While our advertising revenues in the
second quarter of 2009 were down in the same range as the first
quarter, we saw an improving trend within the quarter.
Advertising revenues were down 31.1% in April, 30.7% in May and
28.3% in June.  So far, July's performance is similar to June's.

"Our second-quarter results also reflect our hard work on the
expense side.  We continue to restructure and permanently reduce
expenses to better align our costs with our revenues.  We reduced
cash expenses in the second quarter of 2009 by 29.3%, excluding
severance and other benefit charges related to our restructuring
plan, resulting in operating cash flow of $92.4 million.

"Our operating cash flow margin for the quarter was a healthy
25.3% compared to 21.2% for the 2008 quarter.  Our company remains
profitable and each of our newspapers is contributing positive
cash flow.

"McClatchy continues its transition to a successful hybrid print
and online company.  Our digital audience continues to grow
impressively.  Average monthly unique visitors to our Web sites
were up 30.1% in the second quarter following 26.7% growth in the
first quarter of 2009.  Still, the recession is impacting our
digital business.  Our digital advertising was down 2.9% in the
second quarter of 2009, hurt particularly by declining employment
advertising.  Excluding employment advertising, which has declined
nationally both in print and online, our online advertising
revenue grew 24.7% in the second quarter of this year.

"Our digital performance has been aided by ownership stakes in
CareerBuilder, Cars.com, and Apartments.com, leading companies in
the digital classified advertising arena.  And our growth in
digital retail advertising of 50.7% in the first half of 2009 is
fueled in part by our partnerships with Yahoo! and other
technology companies.

"As we continue our successful migration to a multimedia company,
we are less vulnerable to print declines and the secular shifts of
advertising to digital media.  Digital advertising represented
16.5% of total advertising in the second quarter, up from 11.8% in
the second quarter of 2008.  In June, digital advertising
represented 17.3% of total advertising.

"We are among the leaders in our industry in online advertising
revenue performance and online advertising as a percentage of
total advertising.  Those who think of McClatchy as just a
newspaper company need to take a fresh look.  We are quickly
becoming a 24-7 news and advertising company that can deliver in
print, online, and to handheld devices.

"As we look to the second half, we will remain vigilant in our
efforts to become more efficient and permanently reduce costs.
Through the first six months of 2009, cash expenses, excluding
restructuring charges, are down 23.6%, and we expect cash expenses
to be down in the mid-20s percent range for the remainder of the
year.

"Our challenge in this extremely tough environment is to stabilize
cash flow, reduce debt and continue a transition to an integrated
multimedia company.  I'm happy to report that in the second
quarter, we moved forward on all three fronts.  Looking ahead, we
know that economic slowdowns do not last forever, and our 152-
year-old company has been successful by taking a long-term view
and staying true to our strategic plan.  So we are focused on
continuing to be the leading local media company in some of the
best markets in the nation.  We are working to put ourselves in a
good position to weather this downturn and to create value for all
of our stakeholders."

Pat Talamantes, McClatchy's chief financial officer, said, "In
addition to the outstanding efforts made by our papers to
permanently reduce costs, we believe our recent bond exchange
offer has further improved our financial standing.  We were able
to reduce our overall debt principal by about $75 million as a
result of this offer.  In addition, on April 15, 2009, we repaid
principal of $31 million on unsecured notes that had matured.

"At the end of the second quarter, the principal due on our bank
debt and public notes was down more than $100 million from the end
of 2008.  Based on our trailing 12 months of cash flow, our
leverage ratio, as defined under our credit agreement, improved
from 5.9 times cash flow in the first quarter to 5.8 times at the
end of the second quarter and our interest coverage ratio was
about the same at 2.8 times.  Both of these ratios are well within
the covenant requirements under our credit agreement of a leverage
ratio of less than 7.0 times and an interest coverage ratio of at
least 2.0 times.  At the end of June, we had approximately
$143.5 million available under our bank credit lines.  McClatchy
has no debt maturities until 2011."

Mr. Pruitt added, "There has been a steady drumbeat in recent
media and analyst reports about the prospects of McClatchy
violating bank covenants this year.  We think it is important to
note that even if our advertising performance does not improve
from its current run rate for the rest of the year, we would not
breach our bank covenants.  In the meantime, we will continue to
reduce debt."

The company entered into several transactions and reported several
unusual events in the second quarters of fiscal 2009 and 2008 that
affected results:

     -- On March 31, 2008, McClatchy and its partners completed
        the sale of SP Newsprint Company, of which McClatchy was a
        one-third owner. The company received $60 million in
        proceeds ($5 million in 2009), which was used to repay
        debt.

     -- In May 2008, the company purchased $300 million aggregate
        principal amount of its outstanding publicly traded debt
        securities for $282.4 million.

     -- On June 16, 2008, the company announced a restructuring
        plan to permanently reduce its workforce by about 10%.

     -- On June 30, 2008, the company sold its 15.0% interest in
        ShopLocal, LLC for $7.875 million and used the proceeds to
        reduce debt and recorded a write-off in the second quarter
        of 2008 related to its carrying value.  In addition, one
        of the internet companies in which McClatchy has an
        investment incurred an impairment charge on a product and
        as a result, the company recognized a charge related to
        this investment in the second quarter.

     -- In March 2009, the company announced additional
        restructuring efforts which included, among other things,
        reducing the workforce by approximately 15%, the freezing
        of the company's pension plans and a temporary suspension
        of the company matching contribution to the 401(k) plan as
        of March 31, 2009.

     -- On May 21, 2009, the company launched a private debt
        exchange offer for all of its outstanding debt securities
        for a combination of cash and new debt securities.  The
        offer closed on June 25, 2009, and the company exchanged
        $3.4 million in cash and $24.2 million of newly issued
        senior notes for $102.8 million of debt securities.

     -- In connection with the debt tender offer, the company
        entered into an agreement on May 20, 2009, to amend its
        credit agreement which, among other things, allows it to
        use its revolving credit facility for up to $60 million to
        repurchase its unsecured notes due in 2011 or unsecured
        notes due in 2014, subject to certain conditions.

     -- During the second quarter of 2009, the company recorded
        $10.6 million of accelerated depreciation on production
        equipment associated with the outsourcing of printing at
        various newspapers.

     -- Both the 2009 and 2008 second quarters included charges
        for certain discrete tax items.

                      About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, roughly 50 non-
dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, The Charlotte Observer, and The News & Observer
(Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

                           *     *     *

As reported by the Troubled Company Reporter on July 1, 2009,
Moody's lowered McClatchy's Corporate Family Rating to Caa2 from
Caa1 and upgraded the Probability of Default Rating to Caa2/LD
from Caa3 upon the company's completion of the exchange offer of
$102.9 million of existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  Moody's believes the completion of the exchange offer
to retire debt at significant discounts to par constitutes a
distressed exchange, which is an event of default under Moody's
definition of default.  Moody's also assigned a Caa1 rating and
LGD3 -- 42% assessment to the new notes.


MEMORY DENNIS CAIN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Memory Dennis Cain
               Linda Elaine Cain
                   aka Linda Wadham
               5031 N. Treanor Avenue
               Covina, CA 91724

Bankruptcy Case No.: 09-29111

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtors' Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman
                  28600 Mercedes St., Suite 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889
                  Email: robert@rosenhitz.com

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

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/cacb09-29111.pdf

The petition was signed by the Joint Debtors.


METALDYNE CORP: Court OKs Hephaestus, Revstone as Stalking Horse
----------------------------------------------------------------
Metaldyne Corporation said the U.S. Bankruptcy Court for the
Southern District of New York has approved:

     -- Hephaestus Holdings, Inc. as the stalking horse bidder for
        most of its Powertrain operations; and

     -- Revstone Industries LLC as the stalking horse bidder for
        most of its Chassis operations.

The auctions will be held in early August.

Hephaestus Holdings, Inc., a portfolio company of KPS Capital
Partners LP with other automotive holdings, has submitted a
binding proposal for all of Metaldyne's Sintered Products,
European Forgings and Vibration Controls Products operations
located in Europe, Asia, Brazil, Mexico and the U.S.  In addition,
HHI, through an affiliate, has agreed to purchase the company's
Bluffton, Ind.; Litchfield, Mich., and, subject to certain
conditions, the Twinsburg, Ohio, plant.  KPS Capital Partners will
provide HHI with a significant additional cash investment to
support letters of credit and working capital needs of the
Powertrain businesses post closing.

HHI, through its Jernberg Holdings Inc., Impact Forge Group Inc.
and Kylos Bearing International Inc. subsidiaries, is an
independent manufacturer of forged parts and wheel bearings for
the North American automotive industry.

The final auction date for the Powertrain sale is August 5, 2009.
It will be held at the offices of Jones Day at 222 East 41st
Street, New York, N.Y.  Additional bids for the company's
Powertrain operations are due by August 3, 2009.

Revstone, a private equity company, is bidding on the purchase of
Metaldyne's chassis operations in Edon, Ohio; Greensboro, N.C.;
Barcelona, Spain, and Iztapalapa, Mexico.

The final auction date for the Chassis sale is August 3, 2009.  It
will also be held at the Jones Day offices at 222 East 41st
Street, New York, N.Y.  Additional bids for the Chassis business
are due by July 31, 2009.

A stalking horse bid is a binding proposal on a bankrupt company's
assets from an interested buyer chosen by the bankrupt company.
Once the stalking horse is approved by the court other potential
buyers may submit competing bids for the bankrupt company's
assets.

"I am very pleased we have identified stalking horse bidders for
most of our Powertrain and Chassis operations," said Thomas A.
Amato, chairman, president and CEO of Metaldyne.  "The industrial
logic between HHI and Metaldyne Powertrain as well as Revstone and
Metaldyne Chassis is sound.  The Metaldyne operations being
purchased have strong product portfolios, advanced technologies
and perform well operationally.  We believe they would be strong
additions to their businesses.

"It is our plan to sell Metaldyne's operations on a going concern
basis.  We believe this is the best way to preserve as many jobs
as possible, best serve our customers and will allow certain of
our operations to emerge from bankruptcy as quickly as possible,"
Mr. Amato said.

At the onset of Metaldyne's bankruptcy process, the company said
private equity firm RHJ International had submitted a non-binding
letter of intent to purchase certain portions of its Powertrain
assets while The Carlyle Group, also a private equity company, had
submitted a non-binding letter of intent to purchase portions of
the Chassis operations.  However, as part of the sale process
undertaken by Metaldyne's advisors, the bids submitted by HHI and
Revstone presented better alternatives than other bids.

"We are pleased to have so much interest in our operations from
such well-respected companies," Mr. Amato said.

Metaldyne is also seeking buyers for its Balance Shaft Module and
its Tubular Products businesses.

Metaldyne is a market leader in balance shaft modules.  It has
good technology, a diverse customer base and growth potential. It
currently supplies components for the fuel-efficient I-4 engine.
Balance shaft modules are produced at Metaldyne's plants in
Fremont, Ind., and Pyeongtaek, Korea.

The Tubular Products operations are housed at Metaldyne's Hamburg,
Mich., plant, which produces fabricated exhaust manifolds and
other tube-formed products.

Metaldyne's Balance Shaft Module and Tubular businesses are being
marketed by the investment banking firm Donnelly Penman &
Partners.  Metaldyne's Powertrain and Chassis operations are being
marketed by Lazard.

Metaldyne and its U.S. subsidiaries filed voluntary petitions in
the United States Bankruptcy Court for the Southern District of
New York under Chapter 11 of the U.S. Bankruptcy Code on May 27
primarily as a result of liquidity, excess leverage, and pension
and lease costs compounded by the unusually low production volumes
in the North American automotive industry.  The filing did not
include the company's non-U.S. entities or operations.  Metaldyne
has a $19.85 million debtor-in-possession (DIP) facility in place
with agent bank Deutsche Bank AG, New York, but funded by certain
of Metaldyne's OEM customers.

"Overall we remain on track both in financial performance and in
our divestiture process," Amato said. "I am confident Metaldyne's
better performing operations will emerge from bankruptcy quickly.
I am very proud of the hard work and commitment of our employees
to restructure the company and keep our costs down without
sacrificing safety, quality, and customer support."

                          About Metaldyne

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a designer and supplier of metal based components,
assemblies and modules for transportation related powertrain and
chassis applications including engine, transmission/transfer case,
wheel end and suspension, axle and driveline, and noise and
vibration control products to the motor vehicle industry.
Metaldyne had revenues in 2008 of approximately $1.57 billion.
Metaldyne employs more than 4,400 employees at 33 facilities in 14
countries.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METROMEDIA INT'L: Creditors Committee Wants Ch. 11 Trustee
----------------------------------------------------------
The official committee of unsecured creditors in MIG Inc.'s
Chapter 11 case asks the Bankruptcy Court to appoint a Chapter 11
trustee or dismiss the case.

According to Bill Rochelle at Bloomberg News, the Creditors
Committee is arguing that the Chapter 11 case is being used "for
the naked purpose" of obtaining a stay of a $188 million judgment
from the Delaware Chancery Court resulting from an appraisal
action following MIG's acquisition in 2007.  The Committee also
contends that MIG had $40 million transferred to the account of a
non-bankrupt subsidiary in advance of the Chapter 11 filing.  Some
of the information in the committee's motion has been redacted
from the publicly available copy of the papers.

The Court will convene a hearing to consider the Chapter 11
trustee request on August 21.

As reported by the TCR on July 3, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
US$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
US$1.80 a share, or about US$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth US$47.47, or a
total of about US$188.4 million.  MIG appealed the ruling.  But
unable to post a bond enabling an appeal, MIG filed for Chapter
11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had $100 million to $500
million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MILACRON INC: Panel Says No New Evidence Shown to Justify Reversal
------------------------------------------------------------------
MI 363 Bid LLC, citing case law in "Butler v. Ormet Corp.,
2:08-cv-973, 2009 WL 103351, says the official committee of
unsecured creditors of Milacron Inc. and certain Milacron retirees
have failed to present new evidence that would justify a
reconsideration by the U.S. Bankruptcy Court of its order
approving the sale to it of substantially all of the Debtor's
assets.

MI 363 says the reconsideration motion has not been able to show
that "an interventing change of controlling law somehow affects
the validity of the sale order, or that "new evidence has surfaced
since the entry of the sale order."

Neither have the movants demonstrated that that there is a need to
correct a "clear error" or prevent "manifest injustice," according
to MI 363.  The purchaser says this is not suprising as the theory
that forms the basis of the movants' reconsideration motion --
that benefit provided to less than all unsecured creditors does
not satisfy the supposed requirement of a fair and reasonable
accommodation for unsecured creditors -- has no support in
applicable law.

In fact, MI 363 cites that courts have approved 363 sales in which
unsecured creditors received limited or no recoveries.  MI 363
goes on to say that the movants expressly acknowledged in their
reconsideration motion that a significant number of the Debtors'
unsecured creditors will realize a full recovery as a result of
the sale, and therefore there can be no "clear error" or "manifest
injustice" in the Court's sale order.

Milacron Inc. also cited the same reasons in asking the Court to
deny the movants' reconsideration motion.  Milacron tells the
Court that the purchase agreement was extensively negotiated with
the purchaser and was tested against the marketplace, and
therefore presents the best recovery available for their estates.

As reported in the TCR on July 14, 2009, the Committee and a group
of retirees in the bankruptcy cases of Milacron Inc. and its
affiliates asked the Bankruptcy Court to reconsider its order
approving the sale of substantially all of the Debtors' assets to
the stalking horse bidder, MI 363 Bid LLC -- a company formed by
affiliates of Avenue Capital Group, certain funds or accounts
managed by DDJ Capital Management LLC and certain other entities
that together hold approximately 93% of the Company's 11-1/2%
Senior Secured Notes.

The Committee and retirees reminded the Court that "the Bankruptcy
Code and applicable case law preclude the approval of a 363 sale
unless there is a fair and reasonable accommodation for unsecured
creditors."  The Committee argued that the actual value of
Milacron's assets exceeds $400 million "if the Debtors' businesses
were marketed on a business by business basis with the assurance
to potential bidders that each of the businesses would be sold to
the bidder who offered the best price (that is, without the need
to combine the bid with other bids or to deal with a potential
credit bid by the Stalking Horse)."  The buyers offered
$175 million.

The Committee offered to accept a contingent recovery structured
as "a minority percentage of any value in excess of what was
necessary to pay secured creditors, including the Stalking Horse,
in full" rather that a carve out (which it alleges is the
"traditional means of satisfying" the fair and reasonable
accommodation requirement), according to Net Dockets.  That offer
was rejected by Milacron's lenders, according to the Committee.
Moreover, the Committee alleged that the lenders "refused to
engage in any discussions whatsoever regarding a fair and
reasonable accommodation for unsecured creditors that might
satisfy this requirement of the Bankruptcy Code and applicable
case law."

The Committee and retirees, according to Net Dockets, raised the
fair and reasonable accommodation argument, on which they
"recognize that there is not a consensus among the courts and
legal authorities" and acknowledge that the "issue has not been
addressed by the Sixth Circuit," in their objections and
acknowledge that a "sale is clearly necessary."  Nonetheless, they
argued that the court should reconsider its approval of the sale
unless the purchaser agrees to provide some consideration to
unsecured creditors.

As reported by the Troubled Company Reporter on July 2, 2009,
Milacron said in a filing with the Securities and Exchange Company
that the Debtors and the Purchaser entered into Amendment No. 2 to
the Purchase Agreement.  Among other things, the Amendment (i) set
the Closing Date for July 16 or the later date as specified
obligations and conditions of the parties are satisfied or waived
and (ii) restructured the transaction as a reorganization under
section 368(a)(1)(G) of the United States Internal Revenue Code.

At a hearing held on June 26, 2009, the Court approved the sale of
substantially all of the Debtors' assets to the Purchaser pursuant
to the Purchase Agreement.

The Purchase Agreement had been subject to higher offers from
other parties, which were solicited in accordance with bid
procedures approved by the Court.  The Debtors did not receive any
higher offers on or prior to the June 24, 2009, bid deadline
established by the Court and therefore requested Court approval of
the sale pursuant to the Purchase Agreement at the June 26
hearing.

A full-text copy of the Amendment No. 2 to Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?3e79

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MILLER THOROUGHBRED: Case Summary 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Miller Thoroughbred Farms, LLC
        P.O. Box 1600
        Osprey, FL 34229

Bankruptcy Case No.: 09-15952

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Edward J. Peterson III, Esq.
                  Stichter, Riedel, Blain & Prosser, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811
                  Email: epeterson.ecf@srbp.com

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

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

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

          http://bankrupt.com/misc/flmb09-15952.pdf

The petition was signed by J. Fred Miller III, managing member of
the Company.


MORTGAGES LTD: Emerges From Chapter 11 Bankruptcy
-------------------------------------------------
Jan Buchholz at Phoenix Business Journal reports that Mortgages
Ltd. has emerged from Chapter 11 bankruptcy.  Business Journal
says that the U.S. Bankruptcy Court approved the Company's
reorganization plan.

Business Journal relates that Mortgages Ltd. will continue
operations using a $20 million loan.  According to Business
Journal, former Arizona State Land Commissioner Mark Winkleman has
been hired to run the business under the direction of a formal
committee of five Mortgages Ltd. investors.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.


NATIONAL GOLD EXCHANGE: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: National Gold Exchange, Inc.
        14309 North Dale Mabry Highway
        Tampa, FL 33618

Case No.: 09-15972

Type of Business: The Debtor operates a gold and silver rare coin
wholesaler.

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Richard J. McIntyre, Esq.
            McIntyre, Panzarella, Thanasides & Eleff
            6943 East Fowler Avenue
            Temple Terrace, FL 33617
            Tel: (813) 899-6059
            Fax: (813) 899-6069
            Email: rich@mcintyrefirm.com

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

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

The petition was signed by Mark Yaffe, the company's vice
president and treasurer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
A Mark Precious Metals, Inc.                          $190,000

American Express                                      $419,000
Ft. Lauderdale, FL

American Rare Coin                                    $90,000

Brian Fazio                                           $115,000

Cal Staggers                                          $500,000
TX

Dan Ratner                                            $498,000
MD

Emporium Hamburg                                      $430,000
Hamburg, Germany

F.A.M.C.                                              $175,000
Germantown, TN

Fortis Bank                                           $1,120,000
Brussels, Belgium

Gene Sanders                                          $2,500,000

Goffin Bank                                           $405,000
Brussels, Belgium

Goldstar Estate Buyers Corp.                          $325,000
600 Twelve Oaks Center Drive
Suite 648C
Wayzata, MN 55391

Heritage Rare Coin                                    $115,000

Kirk Kelly R.C.                                       $900,000
116 Poinsett Hwy
Greenville, SC 29609-5441

Liberty Coin Galleries                                $150,000

Randall & Diane Green                                 $1,470,000
Winter Park, FL

Republic National Business                            $5,500,000
CA

Sovereign Bank                                        $35,100,000
One Financial Plaza                                   (0.00
3rd Floor                                              secured)
Providence, RI 02903

U.S. Coins                                            $202,000

Upstate Coins & Collectiable                          $135,000


NEW YORK HOME: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New York Home, Inc.
           dba Classique Home
        6280 Seven Corners Center
        Falls Church, VA 22044

Bankruptcy Case No.: 09-15950

Chapter 11 Petition Date: July 26, 2009

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

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry & O'Donnell, P.C.
                  300 N. Washington Street, Suite 204
                  Alexandria, VA 22314
                  Tel: (703) 548-2100
                  Fax: (703) 548-2105
                  Email: kmo@henrylaw.com

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

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

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

         http://bankrupt.com/misc/vaeb09-15950.pdf

The petition was signed by Amrik Hendiazad, president of the
Company.


NEXPAK CORP: Assets Sold for $1.5 Million
-----------------------------------------
Bill Rochelle at Bloomberg News reports that NexPak Corp. obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to sell assets to the bidder who made a $1.5 million
offer at auction.

Nexpak had said in its petition that it had assets of $47 million
and debt totaling $112 million on Dec. 31, 2008.  Debt includes
$79 million owing to secured creditors and $5.6 million to
unsecured trade suppliers.

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-
11244).  William A. Hazeltine, Esq., at Sullivan Hazeltine
Allinson LLC represents the Debtors in their restructuring
efforts.  The Debtors assets range from $10 million to $50 million
and its debts from $100 million to $500 million.

This is the second filing by NexPak.  NexPak carried out a so-
called prepackaged bankruptcy reorganization in December 2004
where Highland Capital Management LP and affiliates ended up as
controlling shareholders by exchanging debt for equity.  The
business consistently missed financial projections since emerging
from the reorganization.


NORWOOD PROMOTIONAL: Changes Name Following Sale to Societe Bic
---------------------------------------------------------------
Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets.  Norwood
sold its business early this month for $123 million to pen and
lighter maker Societe Bic SA.

Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products.  The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


NOVA BIOSOURCE: WestLB DIP Loan Requires Asset Sale by Sept. 14
---------------------------------------------------------------
Nova Biosource Fuels, Inc., reports that on July 16, 2009,
pursuant to an order granted on June 24 by the United States
Bankruptcy Court for the District of Delaware, the Company and
certain of its subsidiaries entered into a Debtor-in-Possession
Credit Agreement with West LB AG, New York Branch, as agent;
Sterling Bank, as accounts bank; and the lenders party thereto.

The Company, Nova Biofuels Senceca, LLC, Biosource America, Nova
Biosource Technologies, LLC, Nova Biofuels Clinton County, LLC and
Nova Biofuels Trade Group, LLC, serve as borrowers.  Nova Holding
Seneca, LLC, NBF Operations, LLC, Nova Holding Trade Group, LLC,
and Nova Holding Clinton County, LLC, act as guarantors.

The DIP Credit Agreement provides for a senior, secured post-
petition financing of up to $2,030,000 to finance the ordinary
costs of the Borrowers' operations, finance a strategic asset
disposition process, make payroll, conduct the marketing and
potential sale of their assets and satisfy other working capital
operational needs.  The borrowings are on a term basis, and
borrowings repaid or prepaid by the Borrowers may not be
reborrowed.

The DIP loan will mature on the earlier of:

     -- October 2, 2009, if a specified sale order is entered by
        the Bankruptcy Court by September 14, 2009; or

     -- September 14, 2009, if the sale order is not entered by
        the Bankruptcy Court by that date, or

     -- upon the occurrence of certain events specified in the DIP
        Credit Agreement and the DIP Order.

For each request of funds, the Borrowers may elect to receive
either a Eurodollar Loan or a Base Rate Loan (as those terms are
defined in the DIP Credit Agreement).  Outstanding borrowings
under Eurodollar Loans accrue interest at a per annum rate equal
to 10% plus the greater of (a) 4% and (b) the rate obtained by
dividing (x) the LIBOR rate for the one-month period since such
funds were made available to the Borrowers, and each successive
month thereafter, by (y) a percentage equal to (i) 100% minus (ii)
the reserve percentage, for any day during any Interest Period, in
effect on that day under regulations issued by the Board of
Governors of the Federal Reserve System for determining the
maximum reserve requirement with respect to eurocurrency funding.

In general, interest accrued on any Eurodollar Loan is due on the
earlier of the last day of each Interest Period or the Maturity
Date.  Outstanding borrowings under Base Rate Loans accrue
interest at rate equal to 10% per annum plus, for any day, a
fluctuating rate per annum equal to the greater of (a) the rate
per annum equal to the weighted average of the rates on the
overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, plus
one-half of 0.50% and (b) the rate of interest in effect for such
day as publicly announced by the DIP Agent as its prime rate.  In
general, interest accrued on any Base Rate Loan is due on the
earlier of the final day of the month, beginning in the month in
which the Base Rate Loan is made, or the Maturity Date.

All obligations under the DIP Credit Agreement are unconditionally
guaranteed by the Guarantors.  In general, subject to the
requirements to pay certain professional and court fees as
specified in the DIP Credit Agreement and certain specified
permitted liens, the obligations under the DIP Credit Agreement
are secured by either a first priority, priming security interest
or a first priority security interest on substantially all of the
assets of the Borrowers and the Guarantors.  Additionally, the DIP
Credit Agreement provides for certain financial and other
covenants, various representations and warranties, and events of
default that are customary for transactions of this nature.

                    About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

Nova Biosource Fuels, Inc., and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on March 30, 2009.  The case is In re Nova
Holding Clinton County, LLC, (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, in Wilmington, represents the Debtors as Delaware
counsel.  The Debtors listed assets and debts of $10 million to
$50 million each.


NUTRITIONAL SOURCING: Aims at August Plan Confirmation
------------------------------------------------------
Nutritional Sourcing Corp., the former owner of 23 supermarkets in
Puerto Rico, hopes it will have better success at the August 31
confirmation hearing where it will make a second effort to win
confirmation for a Chapter 11 plan, Bill Rochelle at Bloomberg
News said.

The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved a disclosure statement describing
first amended Chapter 11 joint plan of liquidation filed by
Nutritional Sourcing Corp. and its debtor-affiliates.

According to the Troubled Company Reporter on June 17, 2009, under
the amended plan, holders of the Debtors' other priority and other
secured claims, and mirror loan note claims are expected to
recover 100% of their claims.  Changes in recovery percentages
from the amended plan to previous plan:

                          Estimated Recovery  Estimated Recovery
  Type of Claim           under Amended Plan  under Previous Plan
  -------------           ------------------  -------------------
Senior Secured                   25.0%               32.3%
Pueblo Trade                     98.0%              100.0%
Pueblo General Unsecured          7.6%                7.8%
FLBN General Unsecured           18.9%               25.2%
PBGC Recovery                    37.8%               42.0%
Keon and O'Leary Recovery        35.2%               44.8%

All holders of the Debtors' penalty and subordinated claims, and
equity securities interest will get nothing under the plan.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3de9

A full-text copy of the Debtors' Amended Plan is available for
free at http://ResearchArchives.com/t/s?3dea

The Debtors first filed their Joint Plan of Liquidation on
September 4, 2008.  Judge Walsh, however, denied confirmation of
the earlier plan version.  According to the Troubled Company
Reporter on October 30, 2008, Judge Walsh sought clarification on
the proposed distributions to the various classes of claims.

The First Amended Plan incorporates several changes to address the
Court's concerns.  According to NetDocketsBlog.com, the material
modifications to the Amended Plan include:

    * The definition of Pueblo Trade Claim was modified from:

      "the Allowed Claims of trade creditors who provided (i)
      grocery and other merchandise to Pueblo for ultimate sale by
      Pueblo or (ii) services that were directly related to or
      incorporated into grocery and other merchandise for ultimate
      sale by Pueblo . . ." to

      "the Allowed Claims of trade creditors who provided goods
      and services to Pueblo in the ordinary course of Pueblo's
      business . . ."

    * The recovery to Holders of Class 4A Pueblo Trade Claims will
      be reduced from 100% to 98% of the Allowed amount of such
      Claims.

    * The Mirror Loan Transfer will take place on the Effective
      Date as opposed to the final Distribution Date.

    * The FLBN Allowed Trade Claim will be reduced from $2,000,000
      to $600,000 and the FLBN - Pueblo Allowed Intercompany
      General Unsecured Claim will be increased from $47,520,000
      to $48,920,000.

    * The bonus to be paid to Mr. Keon and Mr. O'Leary was
      modified from a wholly incentive bonus based on recoveries
      to creditors to a bonus based in part on confirmation of the
      Plan, with the remainder based on recovery to creditors.

                   About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11
protection on August 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The Company has
disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


OCEANIA CRUISES: S&P Downgrades Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
issue-level ratings on Miami-based Oceania Cruises Inc. and its
subsidiaries by one notch.  S&P lowered the corporate credit
rating to 'B' from 'B+'.

At the same time, S&P lowered its issue-level rating on Oceania's
first-lien senior secured credit facilities to 'B+' (one notch
higher than the 'B' corporate credit rating), from 'BB-'.  The
recovery rating on these loans remains at '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.

S&P also lowered its issue-level rating on Oceania's second-lien
senior secured term loan to 'CCC+' (two notches lower than the 'B'
corporate credit rating), from 'B-'.  The recovery rating on this
loan remains at '6', indicating S&P's expectation of negligible
(0% to 10%) recovery for lenders in the event of a payment
default.

S&P removed the corporate credit and issue-level ratings on
Oceania from CreditWatch, where they were placed with negative
implications on February 23, 2009.  The rating outlook is
negative.

"The lower corporate credit rating reflects S&P's expectation that
the currently weakened state of the economy will continue to
pressure both occupancy and pricing levels," said Standard &
Poor's credit analyst Ben Bubeck, "to the extent that credit
measures will deteriorate to levels more reflective of the lower
rating."


OPUS SOUTH: Has Sold Assets for More than $145 Million
------------------------------------------------------
Within three months of their bankruptcy filing, Opus South
Corporation and 10 of its affiliates have sold various assets for
more than $145 million.  The U.S. Bankruptcy Court for the
District of Delaware approved the asset purchase agreements early
in July.

The Debtors commenced voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on April 22, 2009,
in order to facilitate an ongoing financial restructuring.

Debtor 8th & 14th LLC sold the Birmingham Social Security
Administration Center, which consists of an office and government
building covering 587,000 square feet on approximately five acres
of real estate located in Birmingham, Jefferson County in
Alabama, to Transamerica Life Insurance Company for at least
$141,394,567.  Instead of cash, Transamerica Life Insurance
Company will reduce its secured claim against 8th & 14th LLC by
that amount and assume certain liabilities, pay required cure
amounts and transfer taxes related to the assets.

National City Bank bought two properties:

  -- land and improvements located in Palmetto, Manatee County,
     Florida from Laguna Riviera Ventures LLC for $3,500,000;
     and

  -- land and improvements located in Fort Lauderdale, Broward
     County, Florida from Altaire Village LLC for $850,000.

The Debtors also sold various de minimis assets and rejected some
unnecessary leases.

Opus South Corporation is a full-service design-build development
firm serving the southeastern portion of the United States.
Headquartered in Atlanta, Opus South Corporation is one of five
independent operating companies that make up the Opus Group. With
in-house expertise in office, industrial, retail, multifamily,
government and institutional projects, Opus South has developed
more than 27.3 million square feet of space since starting
operations in 1981.

The other affiliates who have filed for bankruptcy are Opus South
Contractors, L.L.C., Altaire Village, L.L.C., Clearwater Bluff,
L.L.C., Calm Waters, L.L.C., Waters Edge One, L.L.C., Laguna
Riviera Ventures, L.L.C., 400 Beach Drive, L.L.C., Nature Coast
Commons, L.L.C., Shoppes of Four Corners, L.L.C., 8th & 14th,
L.L.C.  The Chapter 11 cases of Opus South Corp. and its 10
debtor affiliates are jointly administered under Case No.
09-11390 for procedural purposes only.

Anne Marie Solberg, chief restructuring officer of Opus South,
said the bankruptcy filings were made necessary by the continued
deterioration in economic conditions in the commercial and
residential real estate markets in the Southeast.  "While we
began slowing the pace of new development nearly two years ago in
anticipation of difficult market conditions, we must now take
additional measures to enable an orderly wind down of our
portfolio, protect asset values and maximize returns on lenders'
investments," said Ms. Solberg.  She said Opus South will
currently maintain operations in Atlanta and Tampa to work on
asset dispositions and transitions.

Mark Rauenhorst, chairman and chief executive officer of Opus
Corporation, said that while the challenges in the industry are
as difficult as the company has ever experienced in its 56 years
in the business, conditions vary considerably by region.  "The
Opus South portfolio includes a large number of condominium
projects located in Florida, and has been particularly challenged
by the sharp downturn in that portion of the regional real estate
market," said Mr. Rauenhorst.

Under Chapter 11 protection, the Opus South Debtors sought to
minimize certain adverse effects that their bankruptcy might
otherwise have on their businesses and accordingly, have sought
and obtained Court orders, among others:

  -- allowing them to use the Cash Collateral of their
     Prepetition Lenders on a limited basis;

  -- authorizing them to continue using their existing cash
     management system, to maintain their bank accounts, to
     continue using their existing business forms, and to waive
     certain investment and deposit guideline;

  -- allowing them to honor certain prepetition employee
     obligations, like wages, salaries, paid time off and other
     employee benefits;

  -- prohibiting utility providers to alter utility service
     rendered to the Opus South Debtors by virtue of their
     bankruptcy filing;

  -- allowing them to use uniform procedures for the sale of
     de minimis assets;

  -- permitting them to employ ordinary course professionals;
     And

  -- allowing them to implement uniform procedures for the
     interim compensation applications of their bankruptcy
     professionals.

                      Cash Collateral Use

Judge Mary Walrath entered a final order on May 18, 2009,
allowing the Opus South Debtors to access cash securing repayment
of loan from Transamerica Life Insurance Company through the
occurrence of an event of default.

Debtor 8th & 14th, L.L.C. entered into loan agreement with
Transamerica Occidental Life Insurance Company.  8th & 14th was
formed for the purpose of acquiring and managing the Birmingham
Social Security Administration Center.  The loan is evidenced by
a $145 million security promissory note dated December 15, 2005,
and guaranteed by Opus South.  8th & 14th granted Transamerica
(a) a mortgage on the real property and security interest in all
of its assets; (b) all rights in and to all leases and rents
related to the property.  The outstanding balance of the loan as
of April 1, 2009, was $141.8 million.

8th & 14th is permitted to use the Transamerica Cash Collateral
in the ordinary course of business pursuant to a prepared budget,
a copy of which is available for free at:

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

Transamerica is granted adequate protection in the form
of maintenance and protection of the SSA Building and a
continuing lien on all Transamerica Cash Collateral that is not
expended under the Budget.

A full-text copy of the Final Transamerica Cash Collateral order
is available for free at:

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

Judge Walrath also entered an interim order on April 27, 2009,
allowing the Opus South Debtors to access cash securing repayment
of loan from Bank of America, N.A., pursuant to a prepared
budget, a copy of which is available for free at:

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

Debtor Nature Coast Commons was formed for the purpose of
acquiring and managing a real estate development known as Nature
Coast Commons located in Spring Hill, Florida.  Debtor Nature
Coast entered into a construction loan agreement, as amended,
dated as of Jan. 3, 2007, with Bank of America, pursuant to which
BofA agreed to make a loan to Opus South for the financing of
Nature Coast in the principal amount of $39.1 million and certain
other financial accommodations.  The loan is evidence by
$35.3 million, $3.8 million, and $3.7 million promissory notes,
and guaranteed by Opus South.  In return, Nature Coast granted
BofA a mortgage on the real property and security interest in the
improvements, fixtures, and other related rights.  The
outstanding balance of the loan as of April 1, 2009, was
$29.5 million.

BofA is granted adequate protection in the form of Debtor Nature
Coast's maintenance and protection of the Nature Coast project.
The Debtors will also permit BofA, its employees and agents, full
and unfettered access to knowledgeable agents and representatives
and the books and records of Debtor Nature Coast.

Before the Court entered its interim order, BofA objected to the
Opus South Debtors' cash collateral use motion.  BofA asserted
that its interests in the real and personal property of Nature
Coast are not adequately protected.  BofA said it remains
available to negotiate with Opus South Debtors for the
consensual use of cash collateral.

                    Bankruptcy Professionals

To further aid them in the restructuring process, the Opus South
Debtors have also sought and obtained the Court's permission to
employ certain bankruptcy professionals, including:

  -- Greenberg Traurig LLP as legal counsel;
  -- Chatham Financial Corp as financial advisors;
  -- Landis Rath & Cobb LLP as conflicts counsel; and
  -- Delaware Claims Agency as balloting and noticing agent.

The Opus South Debtors are also in the process of auctioning
substantially all of their assets, subject to the Court's
consent.

                 Schedules, Section 341 Meeting

At the behest of the Opus South Debtors, the Court also extended
the time for the Debtors to file their schedules of assets and
liabilities and statements of financial affairs through 45 days
after the Petition Date.  Accordingly, the Opus South Debtors
delivered to the Court their Schedules and Statements on June 9,
2009.  Among others, lead Debtor Opus South Corp. listed
$37,963,998 in assets and $28,645,347 in liabilities.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, has
concluded a meeting of creditors of Opus South and its debtor-
affiliates on June 22, 2009, at J. Caleb Boggs Federal Building,
Room 2112, 844 King Street, Wilmington, Delaware.  The meeting,
as required under Section 341(a) of the Bankruptcy Code, offered
the one opportunity for the creditors to question a responsible
office of the Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

Ms. DeAngelis further said that an official committee of
unsecured creditors for the Opus South Debtors has not been
appointed due to insufficient response she got from on
communication/contact for service on that committee.

               Nature Coast's Chapter 7 Conversion

Debtor Nature Coast subsequently sought and obtained a Court
order converting its Chapter 11 case to a case under Chapter 7 of
the Bankruptcy Code, effective as of May 19, 2009.  The Debtor
manages a real estate development project called Nature Coast
Commons located in Spring Hill, Florida, which covers about
350,000 square feet of 42 acres of real property.  The Project
was completed on April 14, 2009, but the Debtor said it does not
have the internal resources to administer and maintain the
Property.  Accordingly, the Court ordered the Debtor to turn over
to a Chapter 7 trustee all records and property of its estate.
Jeoffrey L. Burtch was appointed as interim trustee for the
Chapter 7 case of Nature Coast on May 20, 2009.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS WEST: Parties Object to Assets Sales
-----------------------------------------
In separate filings, the Opus West asked the Bankruptcy Court for
authority to sell seven properties and interests in 44 special
purpose entities that own real estate projects to the highest
bidders, free and clear of liens and encumbrances.

A list of the Properties and Entities is available for free at:

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

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that potential purchasers have expressed
interests in acquiring the Assets, but are unwilling to submit an
acceptable offer with a sale process.  The Opus West Debtors,
however, believe that an auction conducted by the Court will test
and maximize the Assets' value.

Accordingly, the Opus West Debtors ask the Court to approve
uniform bidding procedures.  They propose that prospective
bidders must:

  (a) execute and submit a confidentiality agreement;

  (b) submit a bill of sale with regard to the Interests and an
      asset purchase agreement with regard to the Properties;

  (c) deposit 30% percent of the offer price in cash or its
      equivalent as earnest money; and

  (d) provide proof that the bidders are "financially qualified"
      and able to consummate the purchase of the Assets, as
      determined in the sole discretion of the Debtors.

Copies of the Proposed Bidding Procedures for the Assets are
available for free at:

          http://bankrupt.com/misc/OpusIntBidProc.pdf
          http://bankrupt.com/misc/OpusPropBidProc.pdf

The Opus West Debtors seek that the Auction for the Assets and
the sale hearing be held on August 27, 2009, so that the sale
closing can occur on or before August 31, 2009.

Due to the current economic market, the Opus West Debtors also
ask the Court to enter an interim order approving the Bidding
Procedures, authorizing and scheduling the Auctions, and setting
the sale hearing for August 26, 2009.

The Opus West Debtors also seek that any potential bidder be
afforded with all the protections under Section 363(m) of the
Bankruptcy Code as a good faith purchaser.  Section 363(m)
provides that a reversal or modification on appeal of an
authorization of a sale or lease of property does not affect the
validity of a sale or lease to an entity that purchased or leased
a property in good faith unless the authorization or the sale or
lease were stayed pending an appeal.

                          Banks Respond

U.S. Bank National Association, pursuant to a construction loan
agreement, made loans to Opus West Corporation in connection with
the construction of an office complex known as Haven Point in the
City Rancho Cucamonga, California.  Haven Point is now owned by a
Special Purpose Entity.

U.S. Bank says it does not object to the Opus West Debtors'
Requests based upon the understanding that the Requests do not
affect U.S. Bank's liens on Haven Point, the liabilities of Opus
West Debtors and their subsidiaries under the construction loans,
the defaults under relevant loan documents, and the rights and
remedies of U.S. Bank with respect to the defaults.

Three other banks filed responses to the Opus West Debtors'
Requests and reserved their rights with respect to certain
Properties held as collaterals for various loans.  The Other
Banks are Bank of America N.A., Wells Fargo Bank N.A. and
Wachovia Bank N.A., Keybank National Association, and Bank of the
West.

As of the Petition Date, the Other Banks, either directly or
through syndicated transactions, held debts of the Opus West
Debtors and certain of their non-debtor affiliates secured by
certain Properties.  The Loans were originally made to one of the
Debtors, whom, at the time the loans were made, was the title
holder to the primary collateral consisting of real property.
However, after the original loan transaction, the titles to the
primary collaterals were transferred to Special Purpose Entities,
without the Other Banks' knowledge, the Other Banks assert.

The Other Banks tell the Court that breach may arise by virtue of
the completion of the sales of the Interests proposed by the Opus
West Debtors.  The Other Banks assert that the Debtors
"apparently" transferred their interests in certain Properties
subject to the Other Banks' liens into the Interests, having the
possible effect of depriving the Other Banks of their credit bid
rights.

The Other Banks thus propose that the order approving the Bidding
Procedures should caution all buyers that (i) the original
transfer of the title to the real estate collateral for the Loans
to the Special Purpose Entities, and (ii) the change in ownership
or control contemplated by the sale of the Interests may give
rise to an assertion by Wells Fargo or Wachovia Bank that the
underlying mortgage loans are in default and may be accelerated,
and that the right to declare a default or breach, accelerate or
exercise other rights and remedies under the Loan Documents,
including but not limited to the right to foreclose on the
underlying real property owned by any of the Special Purpose
Entities, has not been altered, diminished nor extinguished by
the Proposed Sales and that all potential bidders should be
cautioned that they should contact a representative of Wells
Fargo or Wachovia Bank.

                         More Responses

1. R.L. Murphey

On behalf of R.L. Murphey Commercial Roof Systems L.P., Ralph C.
Perry-Miller, Esq., at Looper Reed & McGraw PC, in Dallas, Texas,
contends that the Opus West Debtors have not disclosed the
urgency of their requests and the picture of their financial
condition.

R.L. Murphey thus asserts that the requests of the Opus West
Debtors must be denied until creditors have been given an
0opportunity to evaluate whether the Proposed Sales will maximize
value for the Opus West Debtors' estate.

Murphey is listed as having the seventh largest unsecured claim
against the Debtors.  The Murphey claim relates to labor,
material, equipment and construction services provided to the
Opus West Debtors before the Petition Date in connection with the
installation of roof materials and roof system.  Murphey asserts
that the Debtors never paid it for the goods and services.

2. American Structural Metals

On behalf of American Structural Metals, Inc., Jeffrey R. Fine,
Esq., at K&L Gates LLP, in Dallas, Texas, relates that the Opus
West Debtors admit that Debtor Opus West LP is solvent, with
estimated assets of $133,698,648, estimated liabilities of only
$104,891,630, and average, positive monthly net profits of
$198,545.  However, the Opus West Debtors failed to pay ASM for
the structural steel and erection ASM provided, leaving ASM
holding a claim for approximately $3 million and perfecting a
mechanic's lien in a certain property known as the "121 Project"
in Lewisville, Texas, which is among the properties the Opus West
Debtors plan re planning to auction, Mr. Fine says.

Mr. Fine contends that it is premature for the Court to determine
whether the 121 Project may be sold free and clear of interests
until it is known whether there are proceeds sufficient to pay
ASM's lien and the liens of other secured creditors in full.

The Opus West Debtors did not provide any explanation why they
need to sell the 121 Project when it is generating a positive
income, Mr. Fine also points out.

ASM submits that the 121 Project should be thoroughly marketed to
assure that its sale will maximize the value recovered by the
Opus West Debtors for the benefit of all creditors, especially
those holding liens against certain of the Assets.

Accordingly, ASM asks the Court either to continue until a later
date the hearing on the portions of the Opus West Debtors'
requests pertaining to the 121 Project or to deny those portions
without prejudice, as necessary to allow the actions to be taken
needed to assure that the recovery for the Debtors' estates, and
payment of secured claims from the sale of the 121 Project will
be maximized.

3. Potter Concrete, et al.

Certain parties filed joinders to ASM's and Murphey's objections.
They are Potter Concrete Co.; T.A.S. Commercial Concrete
Construction LLC f/k/a T.A.S. Commercial Concrete Construction
LP; ASI Millwork, Inc.; Qualtex, Inc.; DMG Masonry Construction,
Ltd.; Blackson Brick Co, Inc.; Lasco Lath & Plaster, Inc.; Green
Fire Systems Texas; Miller Builders LLP; and Baker Drywall
Houston Ltd.

Green Fire's former counsel, Forshey & Prostok LLP, withdrew
Green Fire's joinder after it learned that Green Fire is formally
retaining another counsel.  Green Fire, subsequently filed a
joinder through its new counsel, Bell Nunnally & Martin LLP.

4. M&I Marshall

M&I Marshall & Ilsley Bank contend that the proposed Bidding
Procedures must be revised for these reasons:

  * They fail to provide any practical mechanism for the
    enforcement or exercise of the credit bid rights of secured
    creditors.

  * They purport to force M&I to take unnecessary and burdensome
    measures to exercise its credit bid rights.

  * They seek to permit bids on multiple assets as "packages"
    and the Proposed Bid Procedures do not explain how values
    from package bids will be evaluated and compared to
    individual bids, including credit bids which is troubling
    because the final determination of the "highest and best"
    bid on any Asset is to left to the sole discretion of the
    Debtors.

M&I asserts that it should be deemed a "qualified bidder."  M&I
objects to the proposed Bidding Procedures to the extent they
require M&I to (i) post a cash deposit, (ii) show financial
wherewithal to close, (iii) execute a confidentiality agreement,
or (iv) comply with similar requirements that generally apply to
cash purchasers.

To avoid the many problems associated with package bidding,
potential bidders should be required to bid on each Asset
separately, M&I contends.  M&I also points out that the proposed
Bidding Procedures lack sufficient notice protocols for junior
lienholders.

Moreover, Keith Miles Aurzada, Esq., at Bryan Cave LLP, in
Dallas, Texas, relates that although the Opus West Debtors
submitted a form of notice of bidding procedures, auction,
objection deadline, and final hearing, they have not provided a
service list of the intended notice parties.  "Adequate notice
must be provided so that any sale will be free and clear of all
junior liens in the context of a credit bid," Mr. Aurzada says.

5. Ft. Worth Independent School

The Fort Worth Independent School District, a subdivision of the
State of Texas, tells the Court that it does not object to the
Opus West Debtors' requests, however, it is concerned that the
Requests do not adequately protect its first priority liens.

B. Scot Pierce, Esq., at Brackett & Ellis PC, in Fort Worth,
Texas, relates that the Fort Worth District is authorized to levy
and assess property taxes on the value of property located within
its taxing jurisdictions as of January 1 of each tax year.  He
notes that the property taxes assessed are secured by paramount
liens as provided by Sections 32.01 and 32.05 of the Texas
Property Tax Code.  In fact, on the Petition Date, the Fort Worth
District held secured liens against the Opus West Debtors' real
property located at 8450 East Freeway, in Fort Worth, Texas,
which is one of the properties the Opus West Debtors propose to
sell to the highest bidder.

Accordingly, the Forth Worth District asks the Court to provide
that any order entered on the Requests clarify (i) that the Forth
Worth District will receive payment in full of all amounts due
and owing to it for unpaid ad valorem property taxes from the
first proceeds of a sale and before any other person or entity
receives any distributions, or (ii) that Fort Worth's liens will
attach to the proceeds of the sale in the same priority,
validity, and extent as those liens attached to the Property on
the Petition Date.

6. Central Minnesota Fabricating

With regard to the Opus West Debtors' request to sell certain
Interests, Central Minnesota Fabricating, Inc., argues that the
Opus West Debtors failed to disclose any information about the
non-debtor entities other than (1) the entity's name, (2) the
generic name of property; (3) he location of property or entity,
and (4) the size of property or number of units.

James F. Adams, Esq., at Passman & Jones, in Dallas, Texas,
contends that the Opus West Debtors failed to disclose any other
information that might allow a creditor or party-in-interest to
evaluate the effects of the motion by determining (1) the assets
of the Non-Debtor Entities, (2) the liabilities of the Non-Debtor
Entities, (3) the existence and terms of any operating
agreements, voting agreements, or other governance documents of
the Non-Debtor Entities, (4) any encumbrances on the Non-Debtor
Entities' property, or (5) even the identity of the Non-Debtor
Entities' property with any particularity.

CMF sold fabricated steel to the Opus West Debtors for use in
several of the Debtors' construction projects in Texas.  CMF
filed a mechanic's and materialman's lien against at least one
property referenced as the Crossings at Fort Bend Parkway.

For these reasons, CMF asks the Court to deny the Opus West
Debtors' Requests.

7. King Of Texas

King of Texas Roofing Company LP and its general partner, King of
Texas Construction, Inc., asks the Court to deny the Opus West
Debtors' request to sell their Interests in the Special Purpose
Entities.

Robert J. Ffrench, Esq., in Houston, Texas, contends that the
Special Purpose Entities are not the Debtors and therefore, the
assets the Special Purpose Entities held are not property of the
Debtors' estates.

King of Texas previously perfected a mechanic's lien on Ft. Bend
Crossing Center, one of the Properties the Opus West Debtors wish
to auction after they failed to pay King of Texas for work
performed on the Property.  King of Texas is listed among the 40
largest unsecured creditors as the holder of a $287,781 claim.

Mr. Ffrench further argues that there is no compelling or
overriding need to sell the Ft. Bend Crossing in haste,
especially when the Opus West Debtors have furnished no
compelling evidence that the proceeds would be enough to pay all
liens encumbering the Property.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Parties React to Sale of Highland Village Property
-------------------------------------------------------------
Debtor O.W. Commercial asks the Court for authority to sell its
real property in Highland Village, Texas, free and clear of liens
and encumbrances to Scott Brown for $4,285,355.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, notes that the Debtor entered into an asset
purchase and sale agreement with Mr. Brown before the Petition
Date and in the ordinary course of business.  Out of an abundance
of caution, the Debtor seeks the Court's approval to consummate
the sale of the Highland Property pursuant to the terms of the
APA.

                          Parties React

Ralph C. Perry-Miller, Esq., at Looper Reed & McGraw PC, in
Dallas, Texas, points out that the Debtor did not explain why it
needs to sell the Property.  Murphey thus the Court to deny the
Debtor's request until it gives an explanation.

City of Highland Village, a subdivision of the State of Texas,
says it holds a secured claim for prepetition 2009 ad valorem
taxes against the Property.  The City maintains that it is
authorized to levy and assess ad valorem taxes on the value of
properties located within its taxing jurisdiction.  According to
the City, its claim is secured by prior perfected continuing
enforceable tax liens upon the property of the Debtor, as
provided by Sections 32.01 and 32.05(b) of the Texas Property Tax
Code.  In this light, the City objects to the Debtor's Request to
the extent that it seeks to sell the Property subject to the
secured tax liens, free and clear of its prepetition ad valorem
tax liens.

The City seeks that if its 2009 liens are not paid in full at the
time of sale as adequate protection of its statutory liens, a
separate escrow account or segregated account should be created
at closing from the proceeds of the sale to cover the prepetition
taxes owed to the City, or that any sale order expressly provide
for the retention of the City's 2009 ad valorem secured tax liens
against the Property.

The Lewisville Independent School District and the County of
Denton and Wylie Independent School District, in separate
filings, ask the Court to rule that an order approving the
Debtor's Request provide for retention of the Claimants' tax
liens or segregation of sufficient proceeds for payment of all
2009 property taxes.  The Claimants hold prepetition claims for
2009 real property taxes on the Property and is a secured
creditor by virtue of their statutory tax liens.

Bank of America N.A., for its part, reserves its right, as an
interested party and secured creditor, to assert claims against
the Opus West Debtors or their assets.  Prior to the Petition
Date, BofA, as administrative agent, and one of the Debtors, as
borrower, entered into the Construction Loan Agreement in order
to provide funding for the construction of improvements to a real
property in Highland Village.  The amount of the loan was
$7,000,000.  Subsequently, BofA perfected its interests in the
property by filing a form UCC-1 financing statement in the office
of the Secretary of State for the State of Delaware.

On behalf of BofA, David M. Bennett, Esq., at Thompson & Knight
LLP, in Dallas, Texas, contends that the proposed sale of the
Highland Property may itself constitute an event of default or
breach under the Debtors' and BofA's construction loan agreement.
Moreover, he notes that the Debtor did not identify BofA in its
Request.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Wants to Sell Interests In Arborwest
-----------------------------------------------
Debtor Opus West Corporation seeks the Court's authority to sell
its rights in Arbowest LLC, a Delaware limited liability company,
to Arbeit Investment Limited Partnership.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that without continuing liquidity, the
value of Opus West's assets will rapidly diminish and will more
than likely require the Debtor to liquidate its assets through
Chapter 7.  Thus, Opus West, using its business judgment to
pursue a disposition of its assets, engaged in extensive
discussions with Arbeit Investment regarding the possible sale of
certain of the Debtor's assets.

Accordingly, the Debtor prepared, and executed an asset purchase
agreement for the sale of its rights in Arbowest to Arbeit
Investment, as the stalking horse bidder.  A copy of the APA is
available for free at http://bankrupt.com/misc/ArbeitAPA.pdf

Mr. Jessup tells the Court that simultaneously with the execution
of the APA, Arbeit Investment agreed to lend $1,500,000 to the
Debtor in exchange for a first-priority perfected security
interest on the Assets.  In addition, the Debtor and Arbeit
Investment agree that Arbeit Investment will be entitled to
credit bid its perfected security position and that the purchase
price will be reduced by the amount of that credit bid.

The Purchase Price for the Arbowest Assets is comprised of
$1,700,000; the aggregate cure amounts, if any; and transfer
taxes, if any.  In addition, Arbeit Investment will assume all
the liabilities attached to the Arbowest Assets, including
continuing performance obligations, accruing from and after the
closing of the sale, projected to be September 30, 2009, and
transfer taxes applicable to the transfer of the Arbowest Assets.
However, Arbeit Investment will not assume liabilities accrued
prior to the Closing Date.

The Debtor understands that the competitive bidding process
regarding the sale of the Assets must take place postpetition to
satisfy the requirements of the Bankruptcy Code.  The Debtor,
however, maintains that the process must move quickly to ensure
that the value of the Arbowest Assets are maximized.

The Debtor also asks the Court to approve uniform bidding
procedures, which provide that parties interested in
participating in the process will deliver an executed
confidentiality agreement and the most current financial
information evidencing that potential bidder's ability to close
the transaction.

The proposed deadline for submission of bids is August 21, 2009,
at 5:00 p.m.  The last day to object to the contemplated
transaction is also on August 21.

If more than one qualified bid is received, an auction will be
held on August 26, 2009.

The Debtor seek a final hearing on the proposed sale on or before
August 27, 2009, and project a closing of the transaction on or
before August 31, 2009.

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

Mr. Jessup contends that disposition of the Assets is necessary
to maximize available value and that a reorganization is not a
viable option due to the Debtor's lack of liquidity to
appropriately fund continuation of its businesses.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Gets Court Nod to Pay Employee Obligations
-----------------------------------------------------
Opus West Corp. and its affiliates sought and obtained authority
from the Bankruptcy Court to pay certain prepetition employee
obligations, including claims for wages, salaries, paid time off,
expense reimbursements, and certain employee-related costs and
disbursements of up to $10,950 per employee.  Banks are directed
by the Court to honor related prepetition transfers related to
the Employee Obligations.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that as of the Petition Date, the Opus
West Debtors' aggregate workforce consisted of approximately 37
employees and four independent contractors.  He notes that the
Debtors' employees have been paid through July 3, 2009.

The Debtors' obligations include employee compensation,
additional employee compensation and certain withholding
prepetition obligations:

A. Employee Compensation

  a. Wages or salaries -- Generally, all full-time, and salaried
     employees are typically paid on the fifteenth and the last
     day of the month.  Four independent contractors are
     typically paid monthly, and there is no lag in payroll or
     benefits on each payday.

  b. Payroll taxes -- The Debtors, as employers, are required by
     law to withhold federal, state, and local taxes from wages
     or salaries for remittance to appropriate tax authorities.
     In addition, the Debtors are required to match, from their
     own funds, the social security and Medicare taxes and pay,
     based on a percentage of gross payroll, and subject to
     state-imposed limits, additional amounts for state and
     federal unemployment insurance and remit the same to the
     appropriate authorities.

B. Additional Compensation

  a. Flexible spending accounts -- The Debtors offer certain of
     their Employees the option of contributing a portion of
     their pre-tax wages into tax-exempt flexible spending
     accounts.  The amounts contributed may be used for certain
     qualified expenses like medical expenses and dependant care
     expenses not otherwise covered by insurance.  As employees
     incur eligible expenses, they submit a claim to be
     reimbursed from their flexible spending account.  According
     to Mr. Jessup, as of the Petition Date, the Debtors'
     employees have contributed to their flexible spending
     accounts for the current calendar year and have sought
     reimbursement for qualified expenses.

  b. Savings and retirement plans -- The Debtors offer certain
     employees the ability to accumulate savings for their
     future with the Opus Retirement Saving Plan, which includes
     a 401(k) source account and a Profit Sharing (Retirement)
     Account.

     The Debtors offer a 401(k) plan to their salaried
     employees, who are at least 21 years old and either
     complete one full year of service or are classified by such
     Debtor as a regular full-time employee.  Participants in
     the 401(k) plan may contribute up to 50% of their eligible
     compensation.  After one year of service, eligible
     employees may receive a matching contribution from the
     Debtors, pursuant to which the Debtors make a dollar
     matching contribution for each three dollars an employee
     contributes to the plan, up to 6% of the Employee's total
     eligible compensation, with a maximum matching contribution
     of $1,000 in any plan year.  An Employee must be employed
     on the last day of the calendar year to receive the match
     for that year.  The match amount is typically deposited as
     soon as administratively feasible in the following year.
     All contributions are immediately 100% vested.  In
     addition, employees age 50 and over may contribute up to an
     additional $5,500 per calendar year in catch-up
     contributions.

     In addition, the Debtors offer a profit sharing plan to
     their salaried employees who are eligible to participate on
     the first day of the month following or coincident with
     completion of two years of service; provided, that the
     employee worked a minimum of 1,000 hours during each of
     those years and is at least 21 years of age.  Based on
     annual company performance, the company contributes a
     percentage of each active participant's certified earnings
     to the participant's account in June of the following year.
     The Employee must be employed on the last day of the
     calendar year to receive the contribution for that year.
     All contributions are immediately 100% vested.

  c. Basic life insurance -- The Debtors provide the employees
     with death benefits in the amount of one times such
     Employee's annual base salary up to a maximum of $375,000.
     At ages 65 and 70, benefits are reduced to 65% and then
     50%, of the employee's then current salary level.

  d. Short-term disability -- The Debtors provide the employees
     with short-term disability benefits for up to 90 days for a
     certified illness or injury.  The amount of the benefits is
     based on the employee's length of service.

  e. Long-term disability -- The Debtors provide the Employees
     with a long-term disability benefit of 50% of the
     employee's base salary up to a maximum amount of $1 0,000
     per month.  The benefits commence on the 91st day of
     disability and continue as long as total and permanent
     disability exists.  The benefits cease at age 65, unless
     disability began on or after age 62, in which case benefits
     are extended for a limited duration beyond age 65.

C. Prepetition Withholding Obligations

  The Debtors pay all employee federal and state withholding and
  payroll-related taxes relating to prepetition periods,
  including, but not limited to, all withholding taxes, Social
  Security taxes, unemployment taxes, Medicare taxes, and
  garnishments, as well as all other withholdings such as
  contributions to savings, retirement, or pension plans,
  insurance contributions, and charitable contributions, if any.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OXNARD GSRS: Can Access Cash Securing MBST Loan Until September 15
------------------------------------------------------------------
Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the Central
District of California authorized, on an interim basis, Oxnard
GSRS Holdings LLC to:

   -- use cash securing repayment of loan with U.S. Bank N.A., as
      trustee for the registered certificate holders of the Maiden
      Lane Mortgage-Backed Securities Trust 2008-1 collateral
      until Sept. 15, 2009; and

   -- grant MBST adequate protection.

A continued hearing on the Debtor's continued use of cash
collateral is set for Sept. 15, 2009, at 2:00 p.m.

The Debtor owed its secured lender, Mortgage-Backed Securities
Trust 2008-1, $9.5 million as of the petition date.  The Debtor
related that its obligation is secured by an equity cushion on the
real estate with a value of $12.9 million.  In addition, MSBT is
secured by a debt service reserve of $373,156, a replacement
reserve for furniture, fixtures and equipment of $65,343, cash and
receivables of $33,318 and is further secured by inventory,
equipment and substantially all other assets of the Debtor.

The Debtor has unsecured debt of $60,083 as of the petition date.

The Debtor is also authorized to exceed disbursements by 10% with
respect to any line item, and by 10% with respect to total
disbursement during the period of the budget.

                   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.


PACIFIC RIM: Posts $6.3 Million Net Loss in FY Ended April 30
-------------------------------------------------------------
Pacific Rim Mining Corp. reports its financial and operating
results for the twelve months ended April 30, 2009.

At April 30, 2009, the Company's summarized statement of cash
flows showed total assets of $8.1 million, total liabilities of
$1.6 million and working capital of $1,982,000.

For the fiscal year ended April 30, 2009, Pacific Rim recorded a
loss for the period of $6.3 million, compared to a loss of
$12.7 million for the fiscal year ended April 30, 2008, and
$9.4 million for the fiscal year ended April 30, 2007.  The
$6.4 million decrease in net loss for fiscal 2009 compared to
fiscal 2008 is related to significantly decreased exploration
expenses and an increase in the net income from the Denton-Rawhide
joint venture as a result of the sale by the Company of its
interest in the joint venture during fiscal 2009.  The
$3.4 million increase in net loss for fiscal 2008 compared to
fiscal 2007 is a result of increases in exploration and general
and administrative costs combined with a reduction in income from
the Denton-Rawhide Joint Venture year over year.

                  Liquidity and Capital Resources

During fiscal 2009 the Company's cash and cash equivalents
decreased by $600,000 from $1.9 million at April 30, 2008, to
$1.3 million at April 30, 2009.  The total of cash and cash
equivalents, short term investments and bullion inventory was
$2.5 million at April 30, 2009, compared to $6.1 million at
April 30, 2008, a decrease of $3.6 million.  This decrease
reflects ongoing, though reduced, expenditures related to the
Company's exploration projects and the general and administrative
costs of maintaining a public company, offset in part by proceeds
from the sale of the Denton-Rawhide asset.

At April 30, 2009, the book value of the Company's current assets
stood at $2.6 million, compared to $7.7 million at April 30, 2008,
a reduction of $5.1 million.  The decrease in current assets is a
result of redemptions of short term investments and subsequent
cash expenditures as outlined above.  Property, plant and
equipment balances at April 30, 2009, were unchanged from the
April 30, 2008, balance of $5.6 million.

At April 30, 2009, the Company had current liabilities of $600,000
compared to $2.9 million at April 30, 2008.  The $2.3 million year
over year decrease in current liabilities is due to a $800,000
decrease in accounts payable and a $1.5 million decrease in
current liabilities associated with the discontinued operations.

The Company relates that its ability to continue operations and
exploration activities as a going concern is dependent upon its
ability to obtain additional funding.  The Company will need to
raise sufficient funds to fund ongoing exploration and
administration expenses well as its costs under its Central
America-Dominican Republic-United States of America Free Trade
Agreement arbitration.  The Company has no assurance that the
financing will be available or be available on favorable terms.
Factors that could affect the availability of financing include
the progress and results of the El Dorado project and its
permitting application, the resolution of international
arbitration proceedings over the non-issuance of permits in El
Salvador, the state of international debt and equity markets,
investor perceptions and expectations and the worldwide financial
and metals markets.  The Company will have to obtain additional
financing through, but not limited to, the issuance of additional
equity.

Pacific Rim will be holding its annual general meeting on Aug. 26,
2009 in Vancouver, Canada.

A full-text copy of the company's financial results is available
for free at http://ResearchArchives.com/t/s?4001

                         About Pacific Rim

Pacific Rim Mining Corp. (TSX: PMU) (NYSE Amex: NYX) is an
exploration company focused on high grade, clean gold deposits in
the Americas.  Pacific Rim's primary asset and focus of its growth
strategy is the vein-hosted El Dorado gold project in El Salvador.
The Company owns several similar grassroots gold projects in El
Salvador.  Pacific Rim's shares trade under the symbol on both the
Toronto Stock Exchange.


PHILADELPHIA MEDIA: Creditors Have Until Aug. 21 to File Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has established August 21, 2009, as the deadline for the filing of
proofs of prepetition secured and unsecured claims and
administrative expense claims pursuant to Sec. 503(b)(9) of the
Bankruptcy Code.

Governmental units have until December 10, 2009, to file their
proofs of claim.

Proofs of claim must be submitted so as to be received on or
before the applicable bar date to:

     a) if by mail:

     The Garden City Group, Inc.
     Attn: Philadelphia Newspapers, LLC (PMH)
     P.O. Box 9000 #6528
     Merrick, NY 11566-9000

     b) if by hand or overnight delivery service:

     The Garden City Group, Inc.
     Attn: Philadelphia Newspapers, LLC (PMH)
     105 Maxess Road, Melville, NY 11747

Philadelphia Media Holdings, LLC filed for Chapter 11 relief on
June 10, 2009 (Bankr. E.D. Pa. Case No. 09-14315).  Anne Marie
Aaronson, Esq., and Lawrence G. McMichael, at Dilworth Paxson LLP,
represent the Debtors as counsel.  When the Debtors filed for
protection from its creditors, it listed assets between $100,000
and $500,000, and debts of $50,000 or less.

Philadelphia Media Holdings owns and operates The Philadelphia
Inquirer and the Philadelphia Daily News, the two primary
newspapers serving the Philadelphia metro area.  The Inquirer, one
of the top newspapers in the country, boasts a circulation of more
than 300,000, while the tabloid-style Daily News has a circulation
of more than 100,000. Philadelphia Media also operates an online
portal (philly.com) aggregating news from both papers.  The
holding company was formed by Brian Tierney and Bruce Toll to
acquire the newspapers from McClatchy in 2006.  Operating
subsidiary Philadelphia Newspapers filed for bankruptcy in 2009.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHILADELPHIA NEWSPAPERS: Seeks to Investigate Tape Recording
------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Philadelphia
Newspapers LLC is renewing a squabble with its official committee
of unsecured creditors over who should investigate claims
resulting from allegedly illegal taping of a pre-bankruptcy
meeting with bank lenders.  The Debtor filed papers last week
asking the Bankruptcy Court to allow its lawyers to conduct an
investigation.  The Debtor contends that the Committee's lawyers
can't adequately carry out the investigation.  The Company points
out that some of the banks that are to be questioned are clients
of the law firm representing the Committee.

Philly Newspapers CEO Brian Tierney said that in a key meeting
with lenders in November, he discovered that a bank officer was
making a recording, which was a violation of Pennsylvania state
law.  Lenders were reviewing confidential, proprietary financial
information at that time.  After bankruptcy, Philly Newspapers
sought bankruptcy court authorization to hire the same firm it has
hired prepetition to investigate and bring suit.

The bankruptcy judge denied the application to retain special
counsel, although he allowed the official committee of unsecured
creditors appointed in the Chapter 11 case to investigate.  The
bankruptcy judge wanted to keep the incident from becoming one of
the "sideshows."

U.S. District Judge Eduardo C. Robreno partially reversed in a 33-
page opinion on June 10.  Judge Robreno allowed Philadelphia
Newspapers to hire the firm for advice, although he upheld the
bankruptcy judge by precluding the firm from investigating or
filing suit.  In substance, the firm can advise its client based
on the pre-bankruptcy investigation and the fruits of the
investigation conducted by the Creditors Committee.

Judge Robreno said it was in the best interests of the Company to
receive advice from its own lawyer and therefore was an abuse of
discretion by the bankruptcy judge to preclude engagement of the
special counsel.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


POMARE LTD: Plan Confirmation Hearing on September 14
-----------------------------------------------------
Pomare Ltd., dba Hilo Hattie, will seek approval of its proposed
Chapter 11 plan at a hearing on September 14.

Pomare filed with the U.S. Bankruptcy Court for the District of
Hawaii on June 26, 2009, a first amended disclosure statement in
support of its first amended chapter 11 plan of reorganization.

Pursuant to the Plan, holders of general unsecured claims will
receive 5% of their allowed claims without interest in 5 equal
annual installments, beginning on the first anniversary date of
the Plan's Effective Date, and ending on the fifth anniversary
date of the Effective Date.

Equity Interests will not receive any distribution under the plan
and will be deemed canceled and extinguished as of the Effective
Date.

The secured claim of North Tustin Partners, Inc. (now held by
Donald B.S. Kang) in the original principal amount of $1 million
will receive the New Common Stock of the Reorganized Debtor.

Allowed administrative expenses will be satisfied in full on the
Plan's Effective Date from a $1 million loan from Donald B.S.
Kang, the owner of Royal Hawaiian Creations and the new owner of
the Debtor.  The Debtor will also receive an additional $2 million
in working capital on the effective date of the Plan as a capital
contribution from Mr. Kang.

A full-text copy of the Disclosure Statement is available at

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

   Classification and Treatment of Claims and Equity interests

Class  Description                  Treatment
-----  -------------------------    ----------------------------
  1     Other Priority Claims        Unimpaired. Deemed to Accept
  2     Employee Priority Claims     Unimpaired. Deemed to Accept
  3     Secured Claim of NTP         Impaired. Entitled to Vote
  4     Secured Claims of CPB        Unimpaired. Deemed to Accept
  5     Secured Claims of Purchase
          Money Secured Creditors    Unimpaired. Deemed to Accept
  6     Maui Divers Secured Claim    Unimpaired. Deemed to Accept
  7     Additional Other Secured
          Claims                     Unimpaired. Deemed to Accept
  8     Convenience Claims           Impaired. Entitled to Vote
  9     General Unsecured Claims     Impaired. Entitled to Vote
10     Subordinated Allowed
          Claims                     Impaired. Deemed to Reject
11     Equity Interests             Impaired. Deemed to Reject

                             Cramdown

Pursuant to the "cramdown" provisions of the Bankruptcy Code, the
Debtors may seek confirmation of the Plan, despite the
non-acceptance of one or more impaired Classes of Claims and or
Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code.

                        About Pomare Ltd.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PRO-HEALTH LLC: Can Access $1.5MM DIP Financing from Blaine Larsen
------------------------------------------------------------------
The U.S. Bankruptcy Court for Northern District of Texas
authorized, on an interim basis, Pro-Health LLC to:

   -- obtain financing from Blaine Larsen Farms, Inc., $1,500,000
      on interim basis and up to $6,000,000 on the final basis;
      and

   -- grant security interests and liens, and accord
      super-priority claim status.

The Final Hearing will be held on August 2, 2009 at 9:00 a.m.

Federal Deposition Insurance Corporation, the holder of a large
prepetition claim, said that the Debtor owed $25,203,855.  The
obligation is secured by a first priority security interest in the
Debtor's 2009 potato crop and other collateral.

             The Salient Terms of the DIP Financing

Type and Amount of Facility:    A revolving credit facility which
                                provides on a final basis an
                                aggregate principal amount of
                                $6,000,000.

Rate of Interest:               The interest rate under the DIP
                                Credit Agreement will be equal to
                                15%.

Costs:                          Postpetition lender will be
                                entitled to recover its out of
                                pocket expenses related to this
                                transaction.  The Debtor believes
                                the negotiated costs associated
                                with the DIP financing to be
                                greatly reduced compared to other
                                DIP financing agreements.

Description of Collateral       As security for the postpetition
                                Obligations and pursuant to the
                                DIP Credit Agreement, postpetition
                                Lender will have as its collateral
                                a first-priority, perfected lien
                                upon all of the Debtor's right,
                                title, and interest in and to its
                                2009 potato crop planted at the
                                Debtor's farmland in Dundy County,
                                Nebraska and Dallam and Hartley
                                Counties, Texas, including any and
                                all products and proceeds of the
                                foregoing in whatever form,
                                including, but not limited to,
                                cash, negotiable instruments and
                                other instruments for the payment
                                of money, chattel paper, security
                                agreements and other documents.

Events of Default:              The DIP Credit Agreement includes
                                customary and appropriate events
                                of default.

Use of Proceeds:                Debtor is authorized to use
                                proceeds of the DIP Credit
                                Agreement for operations pursuant
                                to the terms of an approved
                                budget.

Payment of Professionals:       Payment of fees of Debtor's
                                professionals and any committee's
                                professionals are included in the
                                budget approved by postpetition
                                lender.

                             Objection

FDIC-R objected to the Debtor's DIP motion relating that:

   -- the Debtor's DIP motion never discloses that the Debtor is
      attempting to prime FDIC-R's liens; and

   -- the postpetition lender, who the Debtor fails to mention is
      an insider, receives a priming lien.

                        About Pro-Health LLC

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 efforts.  The
Debtor said that its assets and debts both range from $10,000,001
to $50,000,000.


PROLINK SOLUTIONS: Personal Property Assets Auction on July 31
--------------------------------------------------------------
Secured parties to ProLink Holding Corp. and ProLink Solutions,
LLC will sell at public auction on July 31, 2009, at 11:00 a.m.
PDT at the offices of Loeb & Loeb LLP at 10100 Santa Minica
Boulevard, Suite 2200, Los Angeles, California 90067 and
2:00 p.m. EDT at the offices of Loeb & Loeb at 345 Park Avenue,
18th Floor, New York, NY 10154, some or all of the Debtors'
personal property assets.  Terms of sale will be distributed at
the auction.

The personal property assets include, without limitation, some or
all of the Debtors' accounts receivable, inventory, equipment,
intellectual property rights, general intangibles, cash
equivalents, contract rights, goods, residual interest rights,
investment property, equity interests, chattel paper, letter-of-
credit rights, instruments, commercial tort claims, books, records
and payments due or to become due under leases, licenses, rentals
and hires.

All assets will be sold "as is, where is, with all faults" basis.

For more information, please contact:

     Scott Bluestein
     email: sbluestein@laurusfunds.com
     LV Administrative Services, Inc.
     335 Madison Avenue
     10th Floor, New York, NY 10017
     Tel: (212) 541-5800

ProLink Solutions, LLC, offers global positioning systems for the
golf sports industry.  The Company offers its products and
services in North America, Central America, South America, Europe,
Africa, Asia, and Australia.

The Company was founded as Prolink/Parview, LLC in 2002 and
changed its name to ProLink Solutions, LLC in November 2005.  The
Company is based in Chandler, Arizona.  ProLink Solutions, LLC
operates as a subsidiary of Prolink Holdings Corp.


REAL MEX: Campbell & Miller Join Board; Polazzi and Patel Leave
---------------------------------------------------------------
Real Mex Restaurants, Inc., reports the appointment of Jeff
Campbell and Craig S. Miller to its Board of Directors.  Anthony
Polazzi and Raj Patel, who represented certain shareholders, will
leave the Board to accommodate the new appointments.

Mr. Campbell is currently the Brinker Executive in Residence at
San Diego State's School of Hospitality and Tourism.  He is also
Chairman of "The Chairmen's Roundtable", a San Diego based
organization composed of former CEO's and entrepreneurs.  Mr.
Campbell is the former CEO of Burger King and ex-Chairman of the
Pillsbury Restaurant Group.  He also served as Senior Vice
President for Brand Development for Pepsi-Cola as well as CEO of
the Johnny Rockets and Catalina Restaurant Groups.

Craig S. Miller formed Miller-Sinton Capital Partners LLC in 2008
with his partner William C. Sinton.  MSCP seeks investments and
provides advisory services to the Restaurant Industry.  Mr. Miller
is the former President, CEO and Chairman of Ruth's Chris Steak
House, Inc.  He has also served as President and CEO of Furr's
Restaurant Group and Uno Restaurant Corporation.

Dick Rivera, President, CEO and Chairman of Real Mex Restaurants
commented that "Both of these new directors have significant and
relevant experience which we expect to draw upon as we continue to
execute our strategic plans.  I have known both of them for many
years and I am excited to have them join the Real Mex Board.  I
also appreciate the support that Anthony and Raj have provided and
thank them for their willingness to vacate their positions to
allow the new Board members to join our team.  In the past ninety
days we have refinanced our debt, introduced new menus in our
three core concepts and launched a broader, more balanced
advertising campaign.  We are focused on enhancing the value
proposition we offer our guests, improving our operations and
capitalizing on the opportunities that exist to grow our market
share."

                    About Real Mex Restaurants

Headquartered in Cypress, California, Real Mex Restaurants --
http://www.realmexrestaurants.com/-- is the largest full-service,
casual dining Mexican restaurant chain operator in the United
States with 189 company owned restaurants, 155 in California and
an additional 34 in 12 other states.  They include 70 El Torito
Restaurants, 68 company-owned Chevys Fresh Mex(R) Restaurants, 32
Acapulco Mexican Restaurants, 9 El Torito Grill Restaurants, 2
Sinigual Restaurants, the Las Brisas Restaurant in Laguna Beach,
and several regional restaurant concepts such as Who-Song and
Larry's, Casa Gallardo and El Paso Cantina.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.

As reported by the Troubled Company Reporter on July 15, 2009,
Moody's Investors Service upgraded Real Mex Restaurant's
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

The TCR said July 8, 2009, Standard & Poor's Ratings Services
affirmed the ratings on Real Mex Restaurants, including its 'B-'
corporate credit rating.  This action comes after the company
priced $130 million of the senior secured notes at a 17.98% yield
with a 14% coupon and 90% original issue discount.


ROSS GENEROSO SAMPAYAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: Ross Generoso Reyno Sampayan
               BrendaJoy Ellacer Sampayan
                  aka Brenda Joy E. Sampayan
               1500 El Camino Higuera
               Milpitas, CA 95035

Bankruptcy Case No.: 09-56014

Chapter 11 Petition Date: July 23, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: ken@1031focus.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.


SEITEL INC: Liquidity Pressure Cues Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded Seitel, Inc.'s Corporate
Family Rating to Caa3 from B3, its Probability of Default Rating
to Caa3 from B3, its senior unsecured notes rating to Caa3 (LGD 4,
54%) from B3 (LGD 4, 56%), and its Speculative Liquidity Rating to
SGL-4 from SGL-3.  The rating outlook is negative.

The downgrade reflects the increased pressure on Seitel's
liquidity and earnings.  Extremely weak operating results, which
began late in the first quarter of 2009 and which Moody's believe
will likely continue into 2010, have resulted in a covenant
violation under its bank credit facility.  The covenant violation
leaves the company with considerably less financial flexibility to
manage through the severe decline in demand for Seitel's products
and services, particularly in the North American onshore markets.
And, while Seitel has approximately $28 million of cash and should
be able to fund itself from cash on hand and cash flow through the
next two quarters, the extremely weak business climate for seismic
providers, especially related to the onshore natural gas sector,
does not bode well for its near-term prospects.

Moody's negative outlook considers continued weakness in Seitel's
business prospects into 2010.  Recognizing Seitel's yearly
business cycle which underscores a heavy reliance on fourth
quarter sales for cash flow and earnings, Moody's anticipates
Seitel's February 2010 interest payment is highly questionable
given the very weak demand for this sector.

Seitel, a leading provider of seismic data and related geophysical
services to the oil and gas industry, has ownership in over 40,000
square miles of 3D seismic data and approximately 1.1 million
linear miles of 2D seismic data in North America.  Seitel does not
employ seismic crews or own seismic survey equipment but instead
contracts with third-party seismic acquisition companies to
acquire data.  Seitel also adds to its seismic data library
through the acquisition of existing data for cash or through non-
monetary exchanges.

The last rating action was on February 15, 2007, when Moody's
assigned a SGL-3 rating.

Seitel, Inc., is headquartered in Houston, Texas.


SELECT COMFORT: July 4 Balance Sheet Upside-Down by $46.3 Million
-----------------------------------------------------------------
Select Comfort Corporation reported $86.9 million in total assets
and $133.2 million in total liabilities, resulting to
$46.3 million in stockholders' deficit as of July 4, 2009.

For the fiscal 2009 second quarter ended July 4, 2009, Select
Comfort reported net sales for the quarter totaled $120.6 million,
a decrease of 21% compared to $152.1 million in the second quarter
of 2008.  The Company reported second quarter operating income of
$1.0 million, an $11.2 million improvement compared to the second
quarter of 2008.  Net loss was $4.0 million, or $0.09 per diluted
share, compared to a net loss of $6.6 million, or $0.15 per
diluted share, in the second-quarter of 2008.

Select Comfort said second-quarter results include a $3.6 million
charge to eliminate the Company's remaining deferred tax assets.
Excluding the non-cash expense, the company would have reported a
net loss of $300,000 or $0.01 per diluted share.  During the
second quarter, the company generated cash flow from operating
activities of $11.5 million, reduced borrowings under its
revolving credit facility to $43.8 million and reached agreement
with Sterling Partners for a $35.0 million cash investment into
the company, subject to shareholder approval.

"We continued to make improvements in our financial results,
despite ongoing economic challenges and what is historically our
weakest selling period," said Bill McLaughlin, president and CEO,
Select Comfort Corporation.  "During the quarter, we made progress
against our 2009 turn-around plan, which resulted in positive cash
flow and an improved pre-tax profit over the prior quarter."

During the second quarter, the Company continued to focus on its
priorities of aligning costs with current and anticipated sales
levels, reigniting the Sleep Number brand, and preserving cash and
improving its capital structure:

Cost Reduction:

     -- Closed 21 stores during the quarter and 51 stores year-to-
        date, with plans to close at least 15 additional stores by
        the end of 2009.  The actions are expected to reduce
        fixed store costs by approximately $14.0 million in 2009;

     -- Enhanced effectiveness and efficiency of marketing spend,
        with second-quarter marketing expense as a percent of net
        sales down from 25.4% in 2008 to 17.7% in 2009, a 765
        basis-point improvement; and

     -- Reduced general and administrative and research and
        development expenses in the quarter by $2.5 million on a
        year-over-year basis.

Reigniting the Sleep Number Brand:

     -- Continued to support the company's value strategy,
        benefiting from first-quarter product line redesign and
        refining successful promotional programs;

     -- Continued to advance results from core direct marketing
        and the new local radio campaign, which highlights the
        differentiated benefits of the Sleep Number bed and the
        location of the company's retail stores; and

     -- Experienced sequential improvement in same-store sales to
        an 11% decline in the second quarter from a 14% decline in
        the first quarter of 2009.

Preserving Cash and Improving Capital Structure:

     -- Maintained strict discipline on capital spending in the
        quarter. Capital expenditures in the second quarter of
        2009 were $700,000 compared with $10.6 million in the
        prior-year period; and

     -- Reached an agreement with Sterling Partners for a
        $35.0 million investment, subject to shareholder approval
        and other closing conditions, which also would result in
        an amended credit agreement with new covenants and
        extended maturity from 2010 to 2012.

"We are pleased with the impact of our efforts on our overall
financial position, and our team remains focused on pursuing
incremental ways to reduce costs, build our brand, and preserve
cash and improve our capital structure," continued Mr. McLaughlin.
"These efforts will help ensure we have adequate capital and are
well positioned for future success as our programs gain momentum
and the macro-economic environment ultimately improves."

Second-Quarter Summary During the second quarter, total sales
declined 21% compared to the prior-year period.  Retail sales,
which accounted for 78.9% of total sales, declined 16% compared to
the prior-year period.

Second-quarter gross profit margin was 61.6%, up 201 basis points
from 59.6% in the prior-year period and 304 basis points on a
sequential basis from 58.6% in the first quarter.  The year-over-
year improvement reflects improved efficiencies in manufacturing,
offset by a more aggressive promotion strategy to generate store
traffic and drive sales.

Sales and marketing costs in the second quarter of 2009 decreased
by 28% to $61.1 million or 50.6% of net sales.  This compares to
$85.4 million, or 56.2% of net sales in the prior-year period.
General and administrative expenses were $11.7 million in the
second quarter, or 9.7% of net sales.  This compares to
$14.1 million, or 9.3% of net sales, in the second quarter of
2008.

Cash flows from operating activities totaled $35.6 million for the
first six months of 2009, which included $25.8 million in tax
refunds associated with prior-year losses.  This compares to
$10.4 million of operating cash flow for the first six months of
2008.  The Company reduced capital expenditures to $1.9 million
for the first six months of 2009, compared to $20.9 million in the
first six months of 2008, which reflects actions taken to
significantly reduce investments in store expansion and IT
infrastructure.  As of July 4, 2009, cash and cash equivalents
totaled $4.5 million, and outstanding borrowings under the
Company's revolving credit facility totaled $43.8 million.

"We do not anticipate a significant economic recovery or
improvement in consumer confidence for the balance of the year,
which will likely result in continued sales volatility in the near
term," said Jim Raabe, senior vice president and CFO, Select
Comfort Corporation.  "That said, we expect sales declines to
moderate in the second half of 2009, as we lap the impact of the
significant economic downturn we experienced during the second
half of 2008."

In the second half of the year, the Company anticipates it will
remain cash flow positive and achieve break-even or slight
profitability, before the impact of charges associated with the
Sterling Partners transaction and subsequent actions.  The
combination of the $35.0 million investment and the amended credit
agreement would improve the company's current capital structure,
allowing the company to address its liquidity needs and pursue
long-term opportunities that become available.

The Company continues to operate under and rely on short-term
waivers to comply with certain ongoing covenants associated with
the $75.0 million available under its revolving credit facility.
On May 26, 2009, the company entered into a securities purchase
agreement with Sterling Partners, a U.S.-based private equity
firm.  Under the terms of the agreement, Sterling Partners would
purchase 50 million shares of common stock at $0.70 per share, for
a total investment of $35.0 million.  The shares would represent a
52.5% ownership interest in the company.  The investment is
subject to shareholder approval and customary closing provisions,
and the company expects the shareholder meeting and the closing of
the transaction to occur in late August or early September.  The
company believes there is uncertainty with respect to its ability
to secure a longer-term amendment to the credit agreement without
consummation of the transaction with Sterling Partners, and a
likelihood of significant cost, dilution, limited financial
flexibility and limited term in the event such an amendment could
be secured.  In conjunction with the purchase agreement, the
company's existing lenders have agreed to negotiate in good faith
to amend and restate the company's current credit agreement.  The
amended credit agreement would provide maximum availability of
$70.0 million, include improved operating covenants and extend the
maturity from June 2010 to December 2012.  The amended credit
agreement is subject to final lender approval and definitive
documentation.

On June 25, 2009, the company announced that Sterling Partners
intends to seek the appointment of a new CEO, Pat Hopf, following
closing of the transaction.

                       About Select Comfort

Founded more than 20 years ago, Select Comfort was ranked the
no. 1 bedding retailer in the United States for nine years
running.  Based in Minneapolis, the company designs, manufactures,
markets and supports a line of adjustable-firmness mattresses
featuring air-chamber technology, branded the Sleep Number(R) bed,
as well as foundations and bedding accessories. SELECT COMFORT(R)
products are sold through its roughly 420 company-owned stores
located across the United States; select bedding retailers; direct
marketing operations; and online at http://www.sleepnumber.com/


SEMGROUP LP: Judge Shannon's Written Disclosure Statement Order
---------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware issued a written order approving the
Disclosure Statement explaining the Second Amended Joint Plan of
Reorganization filed by SemGroup, L.P., and its debtor
affiliates.  Judge Shannon finds that the Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

Except as otherwise noted on the record during the July 20, 2009,
Disclosure Statement Hearing and other previous hearings, all
objections to the Disclosure Statement are overruled.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/semgroup_dsorder.pdf

Prior to the entry of the Disclosure Statement Order, the
Debtors, on July 21, submitted to the Court a further modified
Plan to incorporate, among others, agreements and rulings made
during the Disclosure Statement Hearing, and dates governing the
solicitation and confirmation of the Debtors' Plan.

The revisions have been approved by counsel for Bank of America,
N.A., as agent for prepetition and postpetition lenders, counsel
for the Official Committee of Unsecured Creditors, and counsel
for the Official Producers' Committee.

The Debtors maintain that their total available distributable
value as of the Effective Date to be approximately $2.3 billion
consisting of:

  * $965 million in Cash,
  * $300 million in Second Lien Term Loan Interests, and
  * $1.035 billion in New Common Stock and Warrants.

The $965 million in Cash consists of (i) approximately
$650 million of Cash generated during the Chapter 11 Cases from
the operations of the Debtors, which includes approximately
$100.7 million in restricted Cash; (ii) approximately $161 million
of Cash of the Canadian subsidiaries of SemGroup to be distributed
pursuant to the Canadian Plans; (iii) approximately $100 million
in Cash from sales of assets by the SemGroup Companies; and (iv)
approximately $54 million of Cash expected to be received from
the Canadian subsidiaries of SemGroup for crude settlements
occurring after the Effective Date.  In addition, the Debtors and
Prepetition Lenders will contribute certain Causes of Action to
the Litigation Trust.  The Debtors will distribute interests in
the Litigation Trust to the holders of certain Allowed Claims.
The Debtors have not placed a value on the Litigation Trust.

The July 21 Plan includes an exhibit disclosing the Debtors'
preliminary schedule of suspense liabilities.  A full-text copy
of the Exhibit is available for free at:

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

A full-text copy of the July 21 Plan is available for free
at http://bankrupt.com/misc/semgroupjuly21plan.pdf

A full-text copy of the July 21 Disclosure Statement is available
for free at http://bankrupt.com/misc/semgroupjuly21ds.pdf

                      Solicitation Schedule

The Record Date for purposes of determining creditors entitled to
vote on the Debtors' Plan of Reorganization, or in the case of
non-voting classes to receive the Notice of Non-Voting Status -
Unimpaired Classes or the Notice of Non-Voting Status - Impaired
Claims is July 22, 2009.

The Debtors will complete by July 30 the mailing of all
Solicitation Packages to holders of claims under Classes entitled
to vote under the Plan.

Judge Shannon will convene a hearing on September 16 at 10:00
a.m. (prevailing Eastern Time), to consider confirmation of the
Plan.  The Confirmation Hearing may be continued from time to
time by the Court or the Debtors without further notice or
through adjournments announced in open court.  Any objections to
the confirmation of the Plan are due September 3.  Plan
confirmation objections that are not received on time will not be
considered and will be deemed overruled.

Counsel for the Debtors and any party supporting the Plan must
file responses to Plan confirmation objections on September 10.

A Notice of Non-Voting Status - Unimpaired Classes will be
distributed to holders of claims and interests in Classes 1-26
(Priority Non-Tax Claims), Classes 27-52 (Secured Tax Claims),
Classes 123-148 (Other Secured Claims, and Classes 253-278
(Intercompany Equity Interests), which Classes are unimpaired
under the Plan and therefore are not entitled to vote to accept
or reject the Plan.  A Notice of Non-Voting Status - Impaired
Classes will be distributed to Classes 227-252 (Intercompany
Claims) and Class 279 (SemGroup Equity Interests), which Classes
are not entitled to vote to accept or reject the Plan.

Each Ballot must be properly executed, completed and delivered to
the Balloting Agent by first-class mail, by overnight courier, or
by hand delivery, so as to be received no later than 4:00 p.m.
(prevailing Eastern Time) on September 3.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks to Assign Sale Pacts to Ergon
------------------------------------------------
SemMaterials, L.P., its parent, SemGroup, L.P., and their debtor
affiliates seek the Court's authority to assume and assign to
Ergon Asphalt & Emulsions, Inc., certain sale commitments and
other agreements entered into by the Debtors and certain parties.

To be assumed and assigned to Ergon are (i) six contracts between
SemMaterials and Staker & Parson Companies; and (ii) five
contracts between SemMaterials and Venture Corporation.

SemMaterials notes that it no longer has the need for the
Contracts.  Absent assumption and assignment or rejection of the
Prepetition Contracts, SemMaterials stresses that it will be
forced to bear the burdens of the Prepetition Contracts without
receiving any of the contracts' attendant benefits.  Moreover,
assuming and assigning the Prepetition Contracts will relieve
SemMaterials from the obligations to perform under the
Prepetition Contracts and reduce SemMaterials' administrative
expenses, SemMaterials asserts.

The Debtors also ask the Court to approve an amended assignment
agreement SemMaterials entered with Ergon to include the
Contracts, a schedule of which is available for free at:

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


                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: To Assign Sales Commitments to NuStar Marketing
------------------------------------------------------------
SemMaterials, L.P., its parent, SemGroup, L.P., and their debtor
affiliates seek the Bankruptcy Court's authority to assume and
assign to NuStar Marketing LLC certain sales commitments entered
into by the Debtors and certain parties.

To be assumed and assigned to NuStar are (i) 17 contracts entered
between SemMaterials and the State of North Carolina, and (ii) a
contract between SemMaterials and Barnhill Contracting Company.

SemMaterials argues that if the absent assumption or rejection of
the Assumed Contracts, it will be forced to bear the burdens of
the Contracts without receiving any of the contracts' attendant
benefits.  Moreover, assuming and assigning the Assumed Contracts
will relieve SemMaterials from the obligations to perform under
the Prepetition Contracts and reduce administrative expenses.

Moreover, the Debtors further ask the Court to approve an amended
assignment agreement between NuStar and SemMaterials to include
the Contracts, a schedule of which is available for free at:

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

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Harvest Funds Wants Stay Lifted to Serve Subpoenas
---------------------------------------------------------------
Harvest Fund Advisors LLC asks the Bankruptcy Court to lift the
automatic stay as to the Debtors SemGroup, L.P., and SemGroup
Holdings, L.P., to permit Harvest Fund to serve subpoenas duces
tecum on the Debtors for all documents and materials, which the
Debtors have already produced or are producing to:

  -- Louis Freeh, the Court-appointed examiner;
  -- the U.S. Securities and Exchange Commission;
  -- the U.S. Attorney's Office for Oklahoma City, Oklahoma;
  -- the Official Committee of Unsecured Creditors; and
  -- the Official Producers' Committee.

Harvest Fund seeks to obtain all electronic data and documents
gathered and produced during the course of the investigations in
response to document requests, notices of deposition,
examinations under Rule 2004 of the Federal Rules of Bankruptcy
Procedure, or pursuant to stipulations or other voluntary means
of production.

Christopher P. Simon, Esq., at Cross & Simon LLC, in Wilmington,
Delaware, asserts that the Debtors are in possession of critical
evidence that is at issue in the securities action filed by
Harvest Fund and a group of class of security holders.  Mr. Simon
adds that there is little burden on the Debtors to produce the
documents to Harvest Fund as the Debtors have already produced
the documents to other parties and in other proceedings

The minimal burden, if any, for the Debtors to gather and produce
the documents sought is far outweighed by the prejudice that the
Harvest Fund will suffer if it is denied access to those
documents, Mr. Simon asserts.

"Absent relief from the automatic stay, [Harvest Fund] will be
the only significant party-in-interest without access to critical
information that would assist [Harvey Fund] in making informed
litigation decisions in a rapidly shifting landscape and where
there are limited opportunities of Lead Plaintiff's losses," Mr.
Simon maintains.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Asphalt Maintenance Wants to Pursue 3rd Party Suit
---------------------------------------------------------------
In July 2008, Asphalt Maintenance Solutions, LLC, and Upper Mount
Bethel Township were defendants to an action filed by Mark
Chmielewski in the Court of Common Pleas of Northampton County,
Pennsylvania.  The complaint sought to recover damages for
personal injuries sustained by Mr. Chmielewsksi in an accident
allegedly due to defective asphalt materials provided by Asphalt
Maintenance to the Township.  With leave from the Court of Common
Pleas, Asphalt Maintenance filed a third-party complaint joining
Debtor SemMaterials, L.P., who allegedly sold certain asphalt to
Asphalt Maintenance, as a third-party defendant to the Action.
Asphalt Maintenance asked SemMaterials to provide information on
any public liability insurance coverage, which would be
applicable to the asphalt sale.  SemMaterials declined to provide
information, citing the effect of the automatic stay in the
Debtors' Chapter 11 cases.

By this motion, Asphalt Maintenance asks the Court to (i) lift
the automatic stay to pursue its Third Party Complaint, and (ii)
compel SemMaterials to provide Asphalt Maintenace with complete
information as to applicable insurance coverage in effect as of
the date of the asphalt sale.

Katherine L. Mayer, Esq., at McCarter & English, LLP, in
Wilmington, Delaware, asserts that allowing the Third Party
Complaint to move forward will not impinge on SemMaterials'
reorganization efforts.  She argues that any insurer has the
obligation to defend the suit and pay any resulting verdict up to
policy limits per occurrence.  In light of the Insurer's
obligation, SemMaterials will be adequately represented and its
interests protected, she points out.

In a stipulation, SemMaterials and Asphalt Maintenance agree to
extend the objection deadline to the Lift Stay Motion to August
7, 2009, and hearing date to August 13.  Moreover, SemMaterials
has agreed to provide complete information as to applicable
insurance coverage by August 4, 2009.

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Weil Gotshal Bills $2.7 Million for March Work
-----------------------------------------------------------
Professionals employed and retained in SemGroup L.P's cases filed
applications for allowance of fees and reimbursement
of expenses, pursuant to Section 331 of the Bankruptcy Code:

A. Debtors' Professionals:

Firm                   Period           Fees         Expenses
----                  ----------     -----------     --------
Weil, Gotshal &        03/01/09-      $2,763,393      $68,046
Manges LLP             03/31/09

Deloitte Tax LLC       05/01/09-        $244,046       $4,288
                       05/31/09

Warren H. Smith        06/01/09-         $51,292         $643
                       06/30/09

Deloitte Financial     05/01/09-        $317,107      $20,775
Advisory Services      05/31/09
LLP

BDO Seidman, LLP       05/01/09-        $322,357      $48,691
                       06/15/09

Blackstone Advisory    05/01/09-        $285,000      $13,559
Services L.P.          05/31/09

Richards, Layton &     05/01/09-        $122,462      $14,079
Finger, P.A.           05/31/09

Stinnett & Associates, 03/14/09-         $30,592           $0
LLC                    05/31/09

Bifferato LLC          05/01/09-          $9,403       $3,087
                       05/31/09

B. Official Committee of Unsecured Creditors' Professionals:

Firm                   Period           Fees         Expenses
----                  ----------     -----------     --------
Goldin Associates,     05/01/09-         $34,210           $1
LLC                    05/31/09

Houlihan Lokey Howard  05/01/09-        $220,000       $1,298
& Zukin Capital, Inc.  05/31/09

C. Official Producers' Committee:

Firm                   Period           Fees         Expenses
----                  ----------     -----------     --------
Andrews Kurth LLP      03/01/09-        $273,378       $7,177
                       03/31/09

Cole, Schotz, Meisel,  06/01/09-         $12,347       $5,014
Forman & Leonard,      06/30/09
P.A.

Andrews Kurth LLP      10/30/08-        $345,902       $4,468
                       11/30/08

Andrews Kurth LLP      12/01/08-        $960,034      $33,211
                       03/31/09

Goldin Associates,     12/01/08-         $249,399       $5,168
LLC                    03/31/09

                     Fee Auditor's Comments

Warren H. Smith, in his audit of Houlihan Lokey Howard & Zukin
Capital, Inc.'s professional fees and expenses for the period
from August 22 through November 30, 2008, recommended approval
and payment of $1,100,000 in fees, and reimbursement of $88,364,
net of $2,547 reduction for the period.  Moreover, Mr. Smith
recommended approval of Ogilvy's application for $238,526, net of
$190 reduction, and expenses totaling $12,427 for the period from
August 26 through December 31, 2008.  Furthermore, Mr. Smith
recommended approval of application of Morrison & Foerster LLP
for $343,250 for fees and $4,804, net of $786 reduction, for the
period October 19 through November 30, 2008.

                          *     *     *

These professionals said they did not receive timely objections
to their fee applications for the indicated periods:

   Professional                             Period
   ------------                             ------
   Polsinelli Shughart PC             05/01/09 - 05/31/09
   Andrews Kurth LLP                  02/01/09 - 02/28/09
   Bifferato LLC                      12/01/08 - 03/31/09
   Weil, Gotshal & Manges LLP         02/01/09 - 02/28/09
   Deloitte Financial Advisory
    Services LLP                      03/03/09 - 04/30/09
   Cole, Schotz, Meisel, Forman       05/01/09 - 05/31/09
    & Leonard, P.A.
   Houlihan Lokey Howard & Zukin      04/01/09 - 04/30/09
    Capital, Inc.
   Ogilvy Renault LLP                 04/01/09 - 04/30/09
   Goldin Associates, LLC             04/01/09 - 04/30/09
   Blank Rome LLP                     04/01/09 - 04/30/09
   Warren H. Smith                    05/01/09 - 05/31/09
   Morrison & Foerster                05/01/09 - 05/31/09
   Freeh Group International          05/01/09 - 05/31/09

Judge Shannon approves the application for fees and expenses of
these professionals:

Firm                  Period           Fees         Expenses
----                 ----------     -----------     --------
Richards, Layton &    07/22/08-      $675,529        $76,897
Finger, P.A.          11/30/08

Blackstone Group      07/22/08-    $1,512,903        177,633
                      11/30/08

                          About SemGroup

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SOLAR COMMUNITIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Solar Communities I, LLC
        3560 Dunhill Street
        San Diego, CA 92121

Bankruptcy Case No.: 09-12623

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Applied Solar, Inc.                                09-12624
   fka Barnabus Energy, Inc.
   fka Baranabus Enterprises Ltd.
   Fka Open Energy Corporation

Chapter 11 Petition Date: July 24, 2009

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

Debtor's Counsel: Christopher Page Simon, Esq.
                  Cross & Simon, LLC
                  913 North Market Street, 11th Floor
                  Wilmington, DE 19899
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224
                  Email: csimon@crosslaw.com

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

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

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

    http://bankrupt.com/misc/deb09-12623.pdf

The petition was signed by Aida Shields.


SOLOMON DWEK: Brings 44 Arrests in New Jersey
---------------------------------------------
Solomon Dwek, a bankrupt New Jersey real-estate developer charged
with bank fraud, was the cooperating witness in last week's arrest
of more than 40 individuals, including:

    * The newly elected mayor of Hoboken, charged with accepting
      $25,000 in cash bribes, including $10,000 last week from an
      undercover cooperating witness.

    * A New Jersey assemblyman and recent mayoral candidate in
      Jersey City, charged with taking $15,000 in bribes to help
      get approvals from high-level state officials for building
      projects.

    * The chief rabbi of a synagogue in Brooklyn, charged with
      laundering proceeds derived from criminal activity.

A total of 44 individuals, including three New Jersey mayors, two
state legislators, numerous political operatives, and five well-
known rabbis from New York and New Jersey, were arrested.

According to The Star-Ledger, Mr. Dwek in court papers was
identified as the cooperating witness, or the "CW," who used his
connections as a Monmouth County real estate developer to meet
with dozens of politicians, public officials and rabbis.

"As the buses pulled up to our Newark office yesterday morning
carrying 44 prominent political and religious leaders-including
mayors, assemblymen, and rabbis-it would have been easy to mistake
them as a group of visiting VIPs," the Federal Bureau of
Investigation said in July 24 news release.  Instead, according to
the agency, they were the defendants in a two-track criminal
investigation, arrested by agents during an early morning sweep
and charged with political corruption and high-volume
international money laundering.

Charges include politicians accepting cash bribes and rabbis
laundering millions of dollars through their tax-exempt charitable
organizations.  One defendant allegedly conspired to broker the
sale of a human kidney for a transplant at a cost of $160,000.

"With the assistance of a cooperating witness, we infiltrated a
money laundering network that operated internationally between New
York, New Jersey, and Israel and laundered tens of millions of
dollars through charitable non-profit groups controlled by the
rabbis," the FBI said.

The FBI said that in one method of laundering, its undercover
witness would write a check to the rabbi's charitable
organization-anywhere from tens of thousands of dollars to more
than $150,000-and the rabbi would then return the amount of the
check in cash, less a 10 percent cut for himself.  Defendants in
Israel provided large sums of cash for these transactions.  The
money was kept in "cash houses" in Brooklyn.

The FBI added that when its witness was later introduced to a
Jersey City public official, it led to the discovery of a network
of corruption that became the second phase of our investigation.

At a press conference July 24 in Newark, Special Agent in Charge
Dun said of the arrests, "We hope that our actions today will be
the clarion call that prompts significant change in the way
business and politics are conducted in the state of New Jersey.
Those who engage in this culture of corruption should know the
cross hairs of justice will continue to be focused on them

                       About Solomon Dwek

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.
Ben Becker, Esq., at Becker, Meisel LLC, represents the Official
Committee of Unsecured Creditors.  The Chapter 11 trustee
characterized Dwek's enterprise as "a massive Ponzi scheme."


SOUTHEAST WAFFLES: Phil Mickelson Behind Competing Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on August 11 to consider approval of the
disclosure statement explaining competing plans for Southeast
Waffles LLC.

Professional golfer Phil Mickelson is part of an investor group
making a competing offer to sponsor a Chapter 11 plan and acquire
Southeast Waffles LLC, Bloomberg's Bill Rochelle said.  The plan
proposes to sell substantially all Southeast's assets and
operations to an affiliate of Gaylord Sports Management LLC in
exchange for cash and principal payments over time totaling more
than $20 million.  The investor group's plan, supported by the
company itself, is projected to give unsecured creditors 35% to
45%, more quickly than under the franchiser's plan.  The investor
group would pay $4.8 million at closing, with $15.4 million over
time.

Southeast previously filed a plan built upon a takeover of its 105
Waffle House restaurants by franchiser Waffle House Inc.  Waffle
House will spend $18.6 million in payments to Southeast Waffles'
creditors.  Under that plan, unsecured creditors are expected to
recover 25% to 38% of their claims over several years.  Like in
the investor group's plan, secured lender FirstBank would receive
a note to pay off $8.8 million in debt.

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.


SPECTRUM BRANDS: Equity Holders to Appeal Plan Confirmation Order
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in Spectrum
Brands, Inc.'s cases informed the U.S. District Court for the
Western District of Texas, San Antonio Division, that it is taking
an appeal to the U.S. District Court for the Western District of
Texas from Judge King's July 15, 2009 Order confirming the
Debtors' Joint Plan of Reorganization.

Judge Ronald B. King of the United States Bankruptcy Court for the
Western District of Texas, San Antonio Division, issued a written
order confirming Spectrum Brands, Inc., and its debtor
affiliates' Chapter 11 Plan of Reorganization after determining
that the Plan meets each of the confirmation requirements under
Section 1129(a) of the Bankruptcy Code:

(1) The Plan complies with Section 1129(a)(1) because:

     -- The Plan complies with the proper classification
        requirements of Sections 1122 and 1123(a)(1) of the
        Bankruptcy Code.  Valid business, factual and legal
        reasons exist for separately classifying the various
        Classes of Claims and Interests created under the Plan,
        and these Classes do not unfairly discriminate among
        holders of Claims and Interests.

     -- the Plan specifies the Classes of Claims and Interests
        that are Unimpaired under the Plan.  Thus, the Plan
        satisfies Section 1123(a)(2).

     -- the Plan specifies the treatment of Claims and
        Interests in all Classes.  Thus, the Plan satisfies
        Section 1123(a)(3).

     -- the Plan provides for the same treatment for each Claim
        in each respective Class unless the holders of
        particular Claims have agreed to less favorable
        treatment with respect to the Claims.  Thus, the Plan
        satisfies section 1123(a)(4) of the Bankruptcy Code.

     -- the Plan provides adequate and proper means for
        implementation of the Plan. Thus, the Plan satisfies
        Section 1123(a)(5).

     -- the plan provides that the New Spectrum Governing
        Documents and the Reorganized Subsidiary Governing
        Documents will be amended to provide for the inclusion
        of provisions prohibiting the issuance of
        nonvoting equity securities. Thus, the requirements of
        Section 1123(a)(6) are satisfied.

     -- the Plan properly and adequately disclosed the
        identity and affiliations of all individuals proposed to
        serve on or after the Effective Date as officers or
        directors of the Reorganized Debtors, and the
        manner of selection and appointment of these individuals
        is consistent with the interests of holders of
        Claims and Interests and with public policy and,
        accordingly satisfies the requirements of Section
        1123(a)(7).

     -- The Plan's additional provisions are appropriate and not
        inconsistent with the applicable provisions,
        particularly Section 1123(b).

(2) The Plan complies with Section 1129(a)(2) because the
     Debtors have complied with all of the applicable provisions
     of the Bankruptcy Code.

(3) The Plan complies with Section 1129(a)(3) because The
     Debtors have proposed the Plan in good faith and not by any
     means forbidden by law.

(4) The Plan complies with Section 1129(a)(4) because all
     payments made or to be made by the Debtors or by a person
     issuing securities or acquiring property under the Plan,
     for services or for costs and expenses in or in connection
     with the chapter 11 cases, or in connection with the Plan
     and incident to the chapter 11 cases, have been approved
     by, or are subject to the approval.

(5) The Debtors have complied with Section 1129(a)(5) because
     the identity and affiliations of the persons that will
     serve as initial directors or officers of the Reorganized
     Debtors as of the Effective Date of the Plan have been
     fully disclosed in the Disclosure Statement and the Plan
     Supplement.

(6) Section 1129(a)(6) is satisfied because the Plan does not
     provide for any change in rates over which a governmental
     regulatory commission has jurisdiction.

(7) The Plan satisfies Section 1129(a)(7).  The liquidation
     analysis on the Disclosure Statement and other evidence
     proffered or adduced at the Confirmation Hearing (i) are
     persuasive and credible, (ii) have not been controverted by
     other evidence, and (iii) establish that each holder of an
     impaired Claim or Interest either has accepted the Plan or
     will receive or retain under the Plan, on account of the
     Claim or Interest, property of a value, as of the Effective
     Date, that is not less than the amount that the holder
     would receive or retain if the Debtors were liquidated
     under Chapter 7 of the Bankruptcy Code on that date.

(8) Pursuant to the Class 2 Settlement, Class 2 is being
     treated as impaired, and based upon the results of
     provisional balloting by holders of Term Facility Claims in
     Class 2, the Court finds Class 2 to have rejected the Plan.
     Classes 8 and 9 are not entitled to receive or retain any
     property under the Plan and, therefore, are deemed to have
     rejected the Plan pursuant to Section 1126(g).  Although
     Section 1129(a)(8) has not been satisfied with respect
     to Classes 2, 8 and 9, the Plan is confirmable because the
     Plan satisfies Section 1129(b) with respect to those
     Classes of Claims and Interests.

(9) The treatment of Administrative Claims, DIP Facility
     Claims, Priority Tax Claims and Other Priority Claims
     satisfies the requirements of Section 1129(a)(9)(A), (B)
     and (C).  The treatment provided for tax claims that are
     Other Secured Claims satisfies the requirements of
     Section 1129(a)(9)(D).

(10) The plan satisfies Section 1129(a)(10).  Class 7 is an
     impaired Class of Claims that voted to accept the Plan in
     accordance with Section 1126(e) and, to the Debtors'
     knowledge, does not contain insiders whose votes
     have been counted.  Thus, the requirement that at least one
     Class of Claims against the Debtors that is impaired under
     the Plan has accepted the Plan, determined without
     including any acceptance of the Plan by any insider, has
     been satisfied.

(11) The Plan satisfies Section 1129(a)(11).  The projections
     to the Disclosure Statement, as corrected and updated on
     the record, and other evidence proffered or adduced by the
     Debtors at the Confirmation Hearing with respect to
     feasibility are persuasive and credible, and establish that
     confirmation of the Plan is not likely to be followed by
     the liquidation, or the need for further financial
     reorganization, of the Reorganized Debtors. The Court also
     notes that the objections to feasibility raised by the
     Senior Secured Agent have been resolved by the Class 2
     Settlement.

(12) The Plan satisfies the requirements of Section 1129(a)(12)
     because all fees payable under Section 1930 of the
     Judiciary and Judicial Code on or before the Effective
     Date, as determined by the Court, have been paid or will be
     paid on the Effective Date pursuant to the Plan.

(13) The Plan satisfies Section 1129(a)(13)because the plan
     treats all retiree benefits within the meaning of Section
     1114 as executory contracts.

(14) The plan satisfies the cramdown requirements of Section
     1129(b)(2)(A).  Pursuant to the Class 2 Settlement, the
     Debtors and the Senior Secured Agent have agreed to the
     interest rate and other treatment terms that satisfy the
     cramdown requirements of Section 1129(b)(2)(A).  The
     Plan does not discriminate unfairly and is fair and
     equitable with respect to Class 2 as required by Section
     1129(b)(1), and thus can be confirmed notwithstanding the
     rejection of the Plan by Class 2.

(15) The Plan does not discriminate unfairly and is fair and
     equitable with respect to Classes 8 and 9 as required by
     Section 1129(b)(1).  Because there is insufficient value in
     the Debtors' assets to produce  payment in full to Class 7,
     which has prior rights to Classes 8 and 9, the Plan may be
     confirmed notwithstanding the Debtors' failure to satisfy
     Section 1129(a)(8) as to these Classes.  Upon confirmation
     and the occurrence of the Effective Date, the Plan will be
     binding upon the members of all classes of Claims and
     Interests, including, but not limited to, Classes 8 and 9.

(16) The Plan satisfies Section 1129(c) because other than the
      Plan, no other plan has been filed in the Debtors' Chapter
      11 cases.

A full-text copy of the Confirmation Order signed July 15, 2009,
is available for free at:

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

Pursuant to the Confirmation Order, the Court released the
Debtors from all dischargeable debts and orders further that the
Plan Confirmation:

(1) voids any judgment at any time obtained; to the extent that
     the judgment is a determination of the personal liability
     of the Debtor with respect to any debt discharged under
     Section 1141 of the Bankruptcy Code, whether or not
     discharge of that debt is waived;

(2) operates as an injunction against the commencement or
     continuation of an action, the employment of process or an
     act, to collect, recover, or offset any debt as a personal
     liability of the Debtor, whether or not discharge of such
     debt is waived; and

(3) operates as an injunction against the commencement or
     continuation of an action, the employment of process or an
     act, to collect or recover from, or offset against,
     property of the Debtors of the kind specified in Section
     541(a)(2) of the Bankruptcy Code, that is acquired after
     the commencement of the case.

                        Plan Amendments

Prior to the release of the Confirmation Order, the Debtors
informed the Court that they made amendments to the Plan
Supplement that they submitted on June 8, 2009.

The revisions to the Plan Supplement reflect a settlement reached
among the Debtors, the Negotiating Noteholders, and the Senior
Secured Agent with the consent of the "Required Holders" under
the Term Facility Loan Documents.  The amendments in the Plan
Supplement dealt mostly on the definitions and terms used in the
Credit Agreement dated March 30, 2007, among Spectrum Brands,
Inc., as Borrower, the Lenders and Bank of New York Mellon, as
the Administrative Agent.

Specifically, the Plan modifications include:

  (i) The addition of the definition of the "Senior Secured
      Agent," which refers to the Administrative Agent under the
      Credit Agreement dated March 30, 2007.

(ii) The Debtors have released the Senior Secured Agent under
      the Facility Loan Documents from claims, damages and
      liabilities in connection with the Debtors' Chapter 11
      Case.

(iii) The Secured Agent and its representatives are protected
      from any right of action by holders of claims except for
      acts of omissions that are the result of fraud, gross
      negligence or willful misconduct or violation of the
      federal or state securities laws or the Internal Revenue
      Code.

William B. Kingman, Esq., at Law Offices of William B. Kingman,
P.C., in San Antonio, Texas, told the Court that the Amended Plan
Supplement supersedes in all respects the previous amendments
previously made to the Plan Supplement.

A full-text copy of the revised Plan Supplement is available for
free at http://bankrupt.com/misc/Spectrum_rev_PlanSupplement.pdf

                  Equity Committee's Concerns

The Official Committee of Equity Security Holders, prior to the
entry of the Confirmation Order, expressed opposition to certain
terms of the Proposed Confirmation Order that the Debtors sent to
the Committee for comment.

With respect to the Proposed Order, the Equity Committee
expressed its concern and asked the Debtors to:

  * clarify the Proposed Order to provide that the Debtors could
    not cancel the Old Securities until the Effective Date, to
    ensure that the Proposed Order is consistent with the Plan;

  * delete the paragraph of the Proposed Order, which modifies
    appellate rights conferred on parties, because neither the
    Bankruptcy Code nor the Federal Rules of Bankruptcy
    Procedure authorize the requested relief; and

  * delete from the Proposed Order the paragraph, which requests
    a waiver of the automatic 10-day stay afforded by Rule
    3020(e) of the Federal Rules of Bankruptcy Procedure,
    because the requested relief is not necessary or warranted
    in view of a press release issued by the Debtors on June 25
    stating that Spectrum "expects to emerge from Chapter 11 in
    August."

The Equity Committee also objected to the provision in the Plan
that calls for the dissolution of the Equity Committee on the
Confirmation date, as the dissolution would effectively abolish
the Equity Committee's right, among other things, to appeal from
the confirmation order.

Moreover, the Equity Committee asked the Court to stay
enforcement of the Plan Confirmation Order pending resolution of
its appeal from the Confirmation Order.

The Debtors asserted that the Equity Committee's objection is
overruled arguing that the Equity Committee is essentially asking
the Court to modify provisions in the Plan based on objections
previously overruled by the Court.

Judge King overruled the Equity Committee's opposition to certain
terms of the Proposed Confirmation Order and denied the Equity
Committee's motion for stay pending appeal of the confirmation
order.

Judge King, however, ruled that the Confirmation Order will take
effect immediately at 12:01 am Central Time on July 18, 2009,
unless the Equity Committee has filed a notice of appeal on or
before July 17, 2009.  If the Equity Committee files a notice of
appeal on or before July 17, 2009, the Confirmation Order will be
stayed until the July 25, subject to the entry of an order
further staying the Confirmation Order.  In the absence of an
order further staying the Confirmation Order, on July 25, the
Confirmation Order will not be stayed and may be fully
implemented by the Debtors.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Settles Termination Claims With U.S. Bancorp
-------------------------------------------------------------
Spectrum Brands Inc. and its affiliates sought and obtained the
Court's approval of a settlement of claims related to termination
of an equipment lease between the Debtors and U.S. Bancorp
Equipment Finance, Inc.

In order to avoid any conflict between (a) the disposition of the
Lease that would occur as a result of the provisions with respect
to deemed assumption of executory contracts and unexpired leases
that are contained within the Debtors' plan of reorganization,
and (b) the terms of the Settlement Agreement, the Debtors, out
of an abundance of caution, asked the Court's authority to reject
the Lease, effective as of April 14, 2009, with the attendant
rejection damage claim being released pursuant to the Settlement
Agreement.

Pursuant to the Lease, the Debtors leased a 2006 Komatsu Wheel
Loader from U.S. Bancorp.  The Loader was used for picking up and
moving soil at the Debtors' Orrville, Ohio facility.  The Debtors
continued to make payments under the Lease postpetition.

Mark A. McDermott, Esq., at Skadden, Arps, slate, Meagher & Flom
LLP, in New York, informed the Court that on April 14, 2009, U.S.
Bancorp repossessed the Loader.  The Debtors and U.S. Bancorp
thereafter engaged in a dialogue, which centered around the
Debtors' view that notwithstanding their failure to make a
certain payments due under the Lease, the Loader may have been
repossessed in violation of the automatic stay imposed by
Bankruptcy Code section 362(a).  Although U.S. Bancorp did not
concede that the violation had in fact occurred, U.S. Bancorp
expressed, and the Debtors welcomed, a willingness to resolve the
matter efficiently and without resort to litigation.

The material terms of the Settlement Agreement are:

(a) The Lease will be terminated effective as of April 14, 2009.

(b) The Debtors will not be liable for any amounts remaining due
    under the Lease or any damages in connection with the Lease,
    including rejection damages.

(c) The Debtors will refrain from seeking any action to enforce
    the automatic stay of Bankruptcy Code section 362(a) and
    will further seek authorization to lift the stay,
    retroactively to the date of repossession of the Loader.

(d) The parties will grant mutual releases in favor of the other
    for all claims related to the Lease.

The Debtors have further determined that in order to avoid the
deemed assumption of the lease that might otherwise occur by
operation of the plan of reorganization's treatment of executory
contracts, the rejection of the Lease is appropriate.  Through
the termination and rejection of the Lease, the Debtors will be
relieved from paying the remaining amounts due under the Lease
which exceeds $70,000, exclusive of obligations associated with
any purchase option under the Lease, and will have no liability
for any rejection damages, thus enabling the Debtors to increase
their future cash flow.

A full-text copy of the Settlement Agreement is available for
free at:

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

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Rejects Car Racing Sponsorship Pacts
-----------------------------------------------------
To avoid prolonged litigation and the waste of estate funds and
judicial resources that would arise from adjudicating the issues
on which they disagree with counterparties, Spectrum Brands Inc.
and its affiliates sought and obtained the Court's authority to:

  (i) reject effective as of June 3, 2009, a letter agreement
      dated November 9, 2007, between Debtor United Industries
      Corporation, and Speedway Motorsports, Inc.; Bristol Motor
      Speedway, LLC; Las Vegas Speedway, LLC; Charlotte Motor
      Speedway, LLC, a/k/a Lowe's Motor Speedway; and Texas
      Motor Speedway, Inc.; and

(ii) reject a sponsorship agreement dated November 14, 2007,
      between UIC and Atlanta Motor Speedway, LLC.

The Debtors also sought and obtained the Court's approval of a
settlement of claims related to the rejection of the Agreements.

Under the terms of the sponsorship agreements, UIC is required to
pay certain amounts to the counterparties in exchange for the
National Association for Stock Car Auto Racing sponsorship
rights.  The Debtors have since determined that NASCAR
sponsorship under the Agreements is no longer consistent with the
Debtors' current business model and, therefore, that rejection of
the Agreements makes good business sense.

Through the rejection of the Agreements, the Debtors will be
relieved from paying the remaining amounts due under the
Agreements, which approximates $1.2 million, thus enabling the
Debtors to increase their future cash flow and direct their
resources to programs that the Debtors believe more appropriately
conforms with the Debtors' current marketing strategy.

The Debtors and the counterparties engaged in extensive
negotiations and have agreed to compromise their disputed claims
and defenses.  Under the settlement agreement, the sponsorship
agreements will be terminated and UIC will pay $350,000 into a
trust account, of which the Counterparties are beneficiaries.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Expand Scope of Ernst & Young's Work
-----------------------------------------------------
To include additional services relating to their ' emergence
from Chapter 11, Spectrum Brands Inc. and its affiliates seek the
Court's authority to supplement Ernest & Young, LLP's scope of
services.

The Debtors have already obtained approval to hire Ernst & Young
as accountants.  The Debtors propose this additional scope of
services to E&Y.

Under an addendum, dated June 23, 2009, to the engagement letter
dated March 25, 2009, E&Y will provide valuation services to the
Debtors related to nine additional real property leases, which
leases were not included within the March 25 engagement letter.

Under an addendum dated June 29, E&Y will:

  -- conduct interviews with senior management of Spectrum
     Brands, Inc., to understand the nature and operations of
     United Pet Group;

  -- analyze the historical financial performance and any
     existing business plans, future performance estimates, or
     budgets for UPG and the assumptions underlying the business
     plans, estimates, or budgets as well as the risk factors
     that could affect planned performance of UPG;

  -- consider applicable economic, industry, and competitive
     environment in which UPG operates;

  -- analyze fair market value of the business enterprise of
     UPG utilizing the Income, Market and Cost approaches; and

  -- prepare a report for tax reporting purposes that summarizes
     the methodologies employed in E&Y's analysis, the
     assumptions on which E&Y's analysis were based, and E&Y's
     recommendations of the business enterprise value of UPG.

Anthony L. Genito, Spectrum Brands' executive vice president and
chief financial officer, tells the Court that none of the
Debtors' other professionals will provide the additional services
provided by E&Y.

For its additional services, the Debtors propose to pay E&Y:

  Professional                         Hourly Rate
  ------------                         -----------
  Partners/Principals                      $550
  Senior Managers                          $450
  Managers                                 $390
  Seniors                                  $290
  Staff                                    $215
  CSA                                       $60

In addition to these hourly rates, the Debtors also intend to
reimburse E&Y for any reasonable and necessary out-of-pocket
expenses E&Y incurred in connection with E&Y's Additional
Services.

Les Bethune, a partner of Ernst & Young, continues to assure the
Court E&Y does not hold or represent any other entity having
adverse interest in connection with the Debtors cases or the
matters on which E&Y has been employed.

                         *     *     *

Judge King authorized the Debtors to expand E&Y's retention,
effective as of the dates of the Additional Engagement Letters.

All requests for indemnity under the Additional Engagement
Letters will be made by means of an application and will be
subject to review by the Court to ensure that payment of
indemnity conforms to the terms of the applicable Additional
Engagement Letter and is reasonable based upon the circumstances
of the litigation or settlement in respect of which indemnity is
sought, Judge King ruled.

Judge King further directed the Debtors to coordinate with their
retained professionals to try to ensure that the work performed
by E&Y will not be duplicative of work performed by any other
professional retained by the Debtors in these cases.

The Court will convene a hearing on notice to the objecting party
and other parties-in-interest if timely objections are received.
This Order will remain in effect until the hearing and unless
otherwise ordered by this Court, Judge King ruled.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Gets Court Nod for L&W as Co-Counsel
-----------------------------------------------------
the U.S. Bankruptcy Court for the Western District of Texas'
authority to employ Latham & Watkins LLP under a general retainer
as their bankruptcy co-counsel nunc pro tunc May 26, 2009.

The Debtors intend to employ L&W to serve as their co-counsel
because D.J. Baker, Esq., and Rosalie Gray, Esq., who -- while at
Skadden, Arps, Slate & Meager & Flom LLP, in New York, served as
the Debtors' counsel and have been instrumental to the Debtors'
Chapter 11 cases -- have joined L&W.  The Debtors believe that L&W
is both well-qualified and uniquely able to represent them during
the remaining pendency of the Debtors' Chapter 11 cases in an
efficient and timely manner.

The Debtors intend that both Mr. Baker and Ms. Gray continue to
serve in the same roles and to perform the same services, working
from their offices at L&W.  Skadden Arps also agreed not to let
any senior attorneys to assume Mr. Baker's and Ms. Gray's
responsibilities.

Through Mr. Baker and Ms. Gray, L&W will:

(a) advise the Debtors with respect to their powers and
     duties as debtors and debtors in possession in the
     continued management and operation of their business and
     properties;

(b) advise the Debtors with respect to debtor-in-possession
     financing and exit financing;

(c) attend meetings and negotiating with representatives of
     creditors and other parties-in-interest and advising on the
     conduct of the cases, including all of the legal and
     administrative requirements of operating in Chapter 11;

(d) take all necessary action to protect and preserve the
     Debtors' estates including the prosecution of actions on
     their behalf, the defense of any actions commenced against
     those estates, negotiations concerning litigation in which
     the Debtors may be involved, and objections to claims filed
     against the estates;

(e) prepare, on behalf of the Debtors, motions, applications,
     answers, orders, reports, and papers necessary to the
     administration of the estates;

(f) prepare and negotiate on the Debtors' behalf a plan of
     reorganization, disclosure statement, and all related or
     similar agreements or documents, and taking any necessary
     action on behalf of the Debtors to obtain confirmation of a
     plan;

(g) advise the Debtors in connection with any sale of assets;

(h) perform other necessary legal services and providing
     other necessary legal advice to the Debtors in connection
     with these Chapter 11 cases; and

(i) appear before the Court, any appellate courts and the
     United States Trustee, and protecting the interests of the
     Debtors' estates before these courts and the U.S. Trustee.

For its services, the Debtors propose to pay L&W at these hourly
rates plus the reimbursement of reasonable, necessary out-of-
pocket expenses in connection with the Debtors' cases:

Professional                     Rate per hour
------------                     -------------
Attorneys                       $295 to $1,120
paralegals                          105 to 620

D.J. Baker, Esq., at Latham & Watkins LLP, in New York, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) and as modified by Section 1107(b)
of the Bankruptcy Code and does not hold or represent any
interest adverse to the estates.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SUFFOLK READY MIX: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Suffolk Ready Mix, LLC
        131 Old Northport Road
        Kings Park, NY 11754

Bankruptcy Case No.: 09-75473

Chapter 11 Petition Date: July 24, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Michael G. McAuliffe, Esq.
                  48 South Service Road
                  Melville, NY 11747
                  Tel: (631) 465-0044
                  Email: mgmlaw@optonline.net

Total Assets: $925,897

Total Debts: $3,656,030

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/nyeb09-75473.pdf

The petition was signed by Anthony T. Persico, president of the
Company.


TANGO GRILL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Tango Grill Inc. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern District of New York.

Keith Eddings at Lohud.com relates that Tango Grill's 36 creditors
include:

     -- the state Department of Taxation;
     -- several banks;
     -- The Journal News; and
     -- liquor, coffee, and linen suppliers.

Lohud.com states that Tango Grill's biggest creditor is its
president, Hector Avila, who is owed about $540,000.

Mr. Avila wants to downscale his menu, which includes a lunchtime
filet mignon for $42 and a wine list with prices reaching $365
(for an Italian merlot), Lohud.com relates.  Lohud.com quoted Mr.
Avila as saying, "The economy is bad everywhere.  Next week, I'm
going to write a new menu.  I'll fix a little bit the price.  But
always the quality."

According to Lohud.com, lunchtime crowd at Tango Grill had
dwindled to two.  Mr. Avila, Lohud.com states, said that the
restaurant isn't going out of business, but will close for a week
for renovations sometime soon.

Tango Grill Inc. is a restaurant in New York.


TECK RESOURCES: S&P Changes Outlook to Stable; Keeps 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Teck
Resources Ltd. and subsidiary Teck Cominco Metals Ltd. to stable
from negative.  At the same time, S&P affirmed its 'BB+' long-term
corporate credit ratings on Teck and Teck Cominco, and S&P's 'BB+
senior secured, and senior unsecured debt ratings on Teck.  The
'3' recovery rating on Teck's senior secured and senior unsecured
debt is unchanged, indicating S&P's opinion as to an expectation
of meaningful recovery (50%-70%) in the event of default.

"The company continues to reduce debt through a mix of solid
operating cash flow, asset sales, and a recent equity issue," said
Standard & Poor's credit analyst Donald Marleau.  "As such, S&P
believes that downward pressure on the rating has abated, with
good prospects for lower leverage in 2009, a manageable maturity
profile, and adequate liquidity," Mr. Marleau added.

The ratings on Teck reflect S&P's assessment of the company's
significant financial risk, characterized by high debt leverage
and volatile cash flows stemming from its exposure to unstable
metals prices.  It has made considerable progress in reducing the
heavy debt load it incurred for an acquisition in late 2008 before
conditions in its core metals markets deteriorated sharply.
On the other hand, Teck has a business risk profile that S&P
consider satisfactory for a diversified metals and mining company
with low-cost, long-lived mines.  The company's reserve base is
solid, in S&P's view, with more than 15 years of proven and
probable reserves for its most significant assets; and S&P
believes it has good prospects to extend mine lives by converting
its large resources into reserves.  Teck is among the world's
largest producers of zinc and seaborne hard coking coal and a
significant producer of copper and lead, giving it a diversified
stream of earnings.

The stable outlook reflects S&P's expectation that Teck will use
its free cash flow and proceeds from asset sales to reduce debt
further during 2009.  S&P believes that the company's recent debt
reduction measures, along with better-than-expected commodity
prices, should push leverage down to about 3x by year-end.
Considering the strength of Teck's business risk profile, S&P
expect that an improved financial risk profile will drive any
upward movement in the ratings.  As such, S&P could revise the
outlook to positive or raise the ratings if the company reduces
its debt leverage to 2.5x. S&P view debt reduction as a long-term
profit-driven prospect, because the company has already undertaken
or announced its most significant near-term capital structure
measures and asset sales. S&P also believe that pressure on the
rating would stem from a decline in cash flow that prevented the
company from reducing debt out of free cash flow, which S&P
estimate would be characterized by a drop the price of its key
commodities of about 30% and an increase in debt to EBITDA to more
than 4x.


TERRA EXCAVATING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Terra Excavating, Inc.
        171 Manor Road
        Centre Hall, PA 16828

Bankruptcy Case No.: 09-05682

Chapter 11 Petition Date: July 26, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Debtor's Counsel: Charles A. Szybist, Esq.
                  423 Mulberry Street
                  Williamsport, PA 17701
                  Tel: (570) 326-0559
                  Fax: (570) 326-7460
                  Email: charles.szybist@verizon.net

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

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

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

The petition was signed by Thomas R. Kuhlman, president of the
Company.


TONOPAH 419/INDIAN SCHOOL: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Tonopah 419/Indian School 360 Acres Farms, L.L.C.
        3001 W. Indian School Road, #140
        Phoenix, AZ 85017

Bankruptcy Case No.: 09-17314

Chapter 11 Petition Date: July 24, 2009

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

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: Joel F. Newell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th Street
                  PHOENIX, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: j.newell@cplawfirm.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 Barjinder Whala, managing member of the
Company.


US SHIPPING: Amends Plan Support Agreement with Lenders
-------------------------------------------------------
Effective April 29, 2009, U.S. Shipping Partners L.P. and certain
of its subsidiaries and affiliates entered into a Plan Support
Agreement with the holders of (i) in excess of two-thirds of the
amounts (including without limitation in respect of the
termination obligations under the interest rate swaps) due under
USSP's Third Amended and Restated Credit Agreement, dated as of
August 7, 2006, as amended, by and among USSP, certain
subsidiaries of USSP, Canadian Imperial Bank of Commerce, as
administrative agent, and the lenders and other agents party
thereto and (ii) approximately 70% of the amounts due in respect
of USSP's 13% Senior Secured Notes due 2014.

On July 10, 2009, USSP and a majority in interest of each of the
Senior Secured Lenders and holders of Second Lien Notes who were
party to the April PSA entered into a First Amendment to Plan
Support Agreement pursuant to which USSP and the lenders party to
the April PSA adjusted certain milestones related to the Company's
bankruptcy proceedings and amended the terms and conditions of the
proposed plan of reorganization as set forth in the Plan Term
Sheet.

The parties to the Amended Plan Support Agreement have agreed to
support a plan of reorganization for the Company on the terms and
conditions set forth in the Plan Term Sheet.  They have also
agreed not to support, directly or indirectly, any other plan, in
exchange for the Company's agreement to implement all steps
necessary to solicit the requisite acceptances of the Plan and
obtain from the Bankruptcy Court an order confirming the Plan
substantially in accordance with the terms of the Amended Plan
Support Agreement.  The Amended Plan Support Agreement may be
terminated under certain circumstances, including in the event
that the Plan and related disclosure statement are not approved by
certain deadlines, the Plan is not consummated within a certain
period of time after its filing with the Bankruptcy Court, the
Company materially breaches the Amended Plan Support Agreement,
the chapter 11 cases are converted to cases under chapter 7 of the
Bankruptcy Code or the Bankruptcy Court grants relief that is
inconsistent with the Amended Plan Support Agreement or the Plan
Term Sheet.

Under the proposed plan of reorganization contemplated by the Plan
Term Sheet:

     -- The Senior Secured Lenders will receive:

           (i) new senior secured term notes issued by reorganized
               USSP in an aggregate principal amount equal to
               $225 million and guaranteed by the other
               reorganized debtors.  The senior secured term notes
               will:

               (A) be secured by a first priority lien on
                   substantially all of the assets of the
                   reorganized debtors;

               (B) require quarterly mandatory prepayment from
                   excess cash flow once the reorganized debtors
                   have achieved a $25 million cash balance in the
                   first year following the Company's emergence
                   from bankruptcy and a $20 million -- subject to
                   adjustment under certain circumstances -- cash
                   balance thereafter;

               (C) amortize at the rate of 1% per year of the
                   aggregate amount of the new senior secured term
                   notes beginning in the first full year
                   following the Company's emergence from
                   bankruptcy;

               (D) have a final maturity date of August 7, 2013;

               (E) bear interest at a rate of LIBOR plus 7.30%,
                   subject to a 2% LIBOR floor; and

               (F) be subject to certain customary covenants,
                   including without limitation an interest
                   coverage test (EBITDA/net interest) of at least
                   1.5x to 1 and a debt to EBITDA coverage ratio
                   to be determined (but consistent with the
                   interest coverage test and the projections
                   provided by USSP to the Senior Secured
                   Lenders).

           (ii) new junior secured term notes issued by
                Reorganized USSP in an aggregate principal amount
                equal to $75 million and guaranteed by the other
                reorganized debtors.  The junior secured term
                notes will:

                (A) be secured by a second priority lien on
                    substantially all of the assets of the
                    reorganized debtors;

                (B) require, after the senior secured term notes
                    are repaid in full, quarterly mandatory
                    prepayment from excess cash flow once the
                    reorganized debtors have achieved a
                    $25 million cash balance in the first year
                    following the Company's emergence from
                    bankruptcy and a $20 million (subject to
                    adjustment under certain circumstances) cash
                    balance thereafter;

                (C) amortize, after the senior secured term notes
                    are repaid in full, at the rate of 1% per year
                    of the aggregate amount of the new junior
                    secured term notes beginning in the first full
                    year following the Company's emergence from
                    bankruptcy;

                (D) have a final maturity date of August 7, 2013;

                (E) bear interest at a rate of LIBOR plus 0.50%,
                    subject to a 2% LIBOR floor; and

                (F) be subject to certain customary covenants,
                    including without limitation an interest
                    coverage test (EBITDA/net interest) of at
                    least 1.5x to 1 and a debt to EBITDA coverage
                    ratio to be determined (but consistent with
                    the interest coverage test and the projections
                    provided by USSP to the Senior Secured
                    Lenders).

              (iii) all of Reorganized USSP's Class A Common
                    Stock, representing 50% of Reorganized USSP's
                    common stock on a fully diluted basis before
                    giving effect to the Class B Common Stock to
                    be issued pursuant to a management equity
                    plan, provided that Senior Secured Lenders
                    that are not U.S. Citizens for U.S. Coastwise
                    Trade Law purposes will receive a combination
                    of Class A Common Stock and warrants to
                    purchase Class A Common Stock.

     -- The holders of the Second Lien Notes will receive shares
        of Class B Common Stock representing, on a fully diluted
        basis, 50% of the common stock of Reorganized USSP, before
        giving effect to the Class B Common Stock to be issued
        pursuant to a management equity plan, provided that
        holders of the Second Lien Notes that are not U.S.
        Citizens for U.S. Coastwise Trade Law purposes will
        receive a combination of Class B Common Stock and warrants
        to purchase Class B Common Stock.  The Second Lien Notes
        will be cancelled.

     -- The Class A Common Stock and the Class B Common Stock will
        have the same ownership and voting rights, provided that
        dividends and other distributions declared in respect of
        Reorganized USSP's common stock will first be distributed
        in respect of the Class A Common Stock in an amount equal
        to, in aggregate, approximately $54 million plus a 4%
        simple annual accruing dividend on the balance of the
        $54 million.  The Class A Warrants will provide that in
        the event Reorganized USSP makes a distribution to holders
        of Class A Common Stock in respect of the Priority
        Distribution Amount, each holder of such Class A Warrant
        will receive a cash payment equal to the amount it would
        have received had it exercised its Class A Warrant
        immediately prior to such distribution being made and
        owned Class A Common Stock as the time such distribution
        was being made.

     -- In no event will persons who are not U.S. Citizens for
        U.S. Coastwise Trade Law be issued common stock of
        Reorganized USSP representing in aggregate more than 23%
        of the common stock to be outstanding on the date the
        Company emerges from bankruptcy.

     -- Reorganized USSP will adopt a management equity plan
        providing for the issuance to management of 18.18% of the
        Class B Common Stock, representing on a fully-diluted
        basis 10% of the outstanding common stock of Reorganized
        USSP.  50% of such equity to be available under the plan
        will be issued to management at the time the Company
        emerges from bankruptcy, with 25% vesting immediately and
        an additional 25% vesting on the first, second and third
        anniversaries of the Company's emergence from bankruptcy.
        The remaining 50% available under the management equity
        plan will be issuable from time to time as determined by
        the board of directors of Reorganized USSP.

     -- The warrants to be issued to the persons who are not U.S.
        Citizens for U.S. Coastwise Trade Law purposes will have
        an exercise price of $0.001 per share, will expire
        December 31, 2029 and may only be exercised by persons who
        are U.S. Citizens for U.S. Coastwise Trade Law purposes.

     -- The existing and outstanding common units, subordinated
        units and general partnership interests of USSP will be
        cancelled without the payment of any amount to the holders
        thereof.

     -- Customary releases will be provided to the Company, its
        current and former officers and directors, the Senior
        Secured Lenders, the holders of the Second Lien Notes, the
        various agents and trustees under the debt agreements and
        the respective officers, directors, employees, agents,
        advisors and professionals of each of the foregoing,
        subject to specified exceptions.

The implementation of the Plan is dependent upon a number of
factors, including final documentation, the approval of a
disclosure statement and confirmation and consummation of the Plan
in accordance with the provisions of the Bankruptcy Code.

In the Joint Plan of Reorganization filed with the Bankruptcy
Court, the principal amount of new senior secured notes to be
issued was increased from $225 million to $240 million and the
interest rate was decreased from 7.3% to 7.2%, and the principal
amount of the new junior secured notes to be issued was decreased
from $75 million to $60 million.

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.


VEYANCE TECHNOLOGIES: S&P Withdraws 'B-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Fairlawn, Ohio-based rubber and thermoplastics product
manufacturer Veyance Technologies Inc., including the 'B-'
corporate credit rating.

The company does not file financial statements with the SEC, and
S&P does not expect to receive adequate information to maintain
the rating.


VINEYARD NATIONAL: Files Chapter 11 After Bank Takeover
-------------------------------------------------------
Vineyard National Bancorp, whose bank was taken over by
regulators, filed for Chapter 11 protection in Riverside,
California, saying assets are less than $10 million while debt
exceeds $100 million.

Vineyard Bank, National Association, Rancho Cucamonga, California,
was closed July 17 by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with California
Bank & Trust, San Diego, California, to assume all of the deposits
of Vineyard Bank, N.A., excluding those from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

The FDIC and California Bank & Trust entered into a loss-share
transaction on approximately $1.5 billion of Vineyard Banks,
N.A.'s assets.  The FDIC estimates that the cost to the Deposit
Insurance Fund (DIF) will be $579 million.

                  About Vineyard National Bancorp

Vineyard National Bancorp  (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association (the Bank). The company's
principal business is to serve as a holding company for the Bank,
which conducts banking operations through 16 banking centers and
five loan production offices located throughout California, and
for other banking or financial-related subsidiaries, which it may
establish or acquire.  On July 31, 2006, the company completed a
merger with Rancho Bank, pursuant to which Rancho Bank merged into
the Bank, with the Bank as the surviving entity. The company's
continues to operate the former Rancho Bank's four banking centers
as part of the Bank's 16 banking centers.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C.D. Calif. Case No. 09-26401).  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/cacb09-26401.pdf


WAMU MORTGAGE: Moody's Downgrades Ratings 14 2004-RP1 Tranches
--------------------------------------------------------------
Moody's Investors Service has downgraded 14 tranches from WaMu
Mortgage Pass-Through Certificates 2004-RP1 deal due to higher
expected pool losses in relation to available credit protection.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable rate, mortgage loans guaranteed
by the FHA or the VA (typically 80% FHA and 20% VA.)  As economic
conditions have deteriorated; performance of these loans have
worsened with serious delinquencies (that is, loans more than 60
days past due, in foreclosure or held for sale) as a percentage of
current balance increasing from 33.5% 12 months ago, to 35.6% as
of May 2009 for FHA -- VA pools issued in 2006. While for FHA --
VA pools issued in 2007, serious delinquencies as a percentage of
current balance have risen from 41.0% 12 months ago, to 44.5% as
of May 2009.  Cumulative losses on FHA -- VA pools, however, are
low in absolute terms due to the FHA - VA guarantee. Nevertheless,
for FHA - VA pools issued in 2006, cumulative losses have risen
from 0.31% in May 2008 to 0.45% one year later.  For FHA - VA
pools issued in 2007, cumulative losses have more than doubled
from 0.16% a year earlier to 0.34% as of May 2009.

Moody's expects loss levels on FHA -- VA pools to rise further as
the general level of remaining delinquencies remain elevated and
loss severities increase.  Due to the FHA - VA guarantee, loss
severities on these pools have been historically low at 2.0% --
4.0%.  However, with recent house price depreciation, increase in
foreclosure costs and timelines and

change in the debenture rate applied by FHA to pay interest
claims, future loss severities on these pools are expected to be
higher.  Moody's now expects loss severities on FHA loans
originated before 2004 to average 5.0% and on FHA loans originated
in 2004 and after to average 6.5% (this is due to change in
debenture rate application by FHA for loans originated after 2004
which results in a lower interest expense being paid by the FHA
and a higher severity to the trust).  Loss severities on VA loans
are expected to average 20%.  As a result, Moody's now projects
cumulative losses on FHA -- VA pools issued between 2002 and 2007
to average 1.42% as a percentage of original balance securitized
(3.00% as a percentage of current balance) versus Moody's original
expected loss estimates of 0.40% - 0.50%.

Loss estimates are subject to variability and are sensitive to
assumptions used; as a result, realized losses could ultimately
turn out higher or lower than Moody's current expectations.
Moody's will continue to evaluate performance data as it becomes
available and will assess the pattern of potential future defaults
and adjust loss expectations accordingly as necessary.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, time tranching,
and other structural features within the priority of payments.

Complete rating actions are:

WaMu Mortgage Pass-Through Ctfs. 2004-RP1

  -- Cl. I-F, Downgraded to A2; previously on 5/15/2009 Aaa Placed
     Under Review for Possible Downgrade

  -- Cl. I-S, Downgraded to A2; previously on 5/15/2009 Aaa Placed
     Under Review for Possible Downgrade

  -- Cl. I-HJ, Downgraded to A2; previously on 5/15/2009 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. I-B-1, Downgraded to Baa3; previously on 5/15/2009 Aa2
     Placed Under Review for Possible Downgrade

  -- Cl. I-B-2, Downgraded to B1; previously on 5/15/2009 A2
     Placed Under Review for Possible Downgrade

  -- Cl. I-B-3, Downgraded to C; previously on 5/15/2009 Baa2
     Placed Under Review for Possible Downgrade

  -- Cl. I-B-4, Downgraded to C; previously on 5/15/2009 B2 Placed
     Under Review for Possible Downgrade

  -- Cl. I-B-5, Downgraded to C; previously on 5/15/2009 Caa3
     Placed Under Review for Possible Downgrade

  -- Cl. II-A, Downgraded to Aa2; previously on 5/15/2009 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. II-B-1, Downgraded to A2; previously on 5/15/2009 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. II-B-2, Downgraded to Baa2; previously on 5/15/2009 Aa3
     Placed Under Review for Possible Downgrade

  -- Cl. II-B-3, Downgraded to Ba2; previously on 5/15/2009 A3
     Placed Under Review for Possible Downgrade

  -- Cl. II-B-4, Downgraded to B2; previously on 5/15/2009 Ba2
     Placed Under Review for Possible Downgrade

  -- Cl. II-B-5, Downgraded to C; previously on 5/15/2009 B2
     Placed Under Review for Possible Downgrade


WATERBROOK PENINSULA: Amends DIP Order Under Revised Budget
-----------------------------------------------------------
On June 30, 2009, the U.S. Bankruptcy Court for the Southern
District of Florida approved the emergency motion of Waterbrook
Peninsula, LLC, for the entry of an order (i) extending the
existing post-petition financing of $3,021,000 from National City
Bank on the terms already authorized and (ii) authorizing the
continued use of cash collateral, to fund necessary expenses to
the protect the project and ready it for disposition through
bankruptcy, in accordance with a new DIP financing budget and a
new cash collateral budget.

Subsequent to the hearing on the DIP motion, Waterbrook was
informed by National City Bank that it had obtained approval of
the DIP financing budget that was not the form agreed to and
approved by NCB.  NCB also informed the Debtor that it would not
fund under the DIP motion and budget until the Court approves an
amended budget.

Upon motion of the Debtor, the Court amended its June 30 order
under a revised DIP financing budget and a revised cash collateral
budget.

A full-text copy of the Court's order dated July 10, 2009,
amending its previous order dated June 30, 2009, including the
revised budgets, is available for free at:

  http://bankrupt.com/misc/waterbrook.July10amendedDIPorder.pdf

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC is the
developer of a residential development, "Peninsula on the
Intracoastal," located at 2649 North Federal Highway, Boynton
Beach, Florida.  The Company filed for Chapter 11 protection on
June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  Scott A.
Underwood, Esq., and Thomas M. Messana, Esq., at Messana,
Weinstein & Stern, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets and debts of between $10 million and $50 million each.


WATERFORD GAMING: S&P Affirms 'B' Issuer Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'B' issuer credit rating, on Waterford Gaming LLC.
At the same time, S&P removed the ratings from CreditWatch with
negative implications, where they were placed on Feb. 2, 2009.
The outlook is negative.

The affirmation and CreditWatch removal stem from a similar action
on June 23, 2009, on Mohegan Tribal Gaming Authority (B/Negative/-
-).

"Waterford relies solely on distributions from MTGA, which are
linked to certain gross revenues at Mohegan Sun (excluding those
from Casino of the Wind) to service its debt obligations,"
explained Standard & Poor's credit analyst Melissa Long.  As a
result, its default risk and, therefore, the issuer credit rating,
are directly linked to the default risk and issuer rating of
MTGA.  The issuer rating on Waterford would never be higher than
that on MTGA.  Added Ms. Long, "The affirmation also reflects the
conclusion of S&P's review of the credit quality of Waterford's
parent company, Waterford Group, which S&P believes to be in line
with the 'B' rating."


WILD WEST: Preliminary Hearing Held on Founder's Fraud Case
-----------------------------------------------------------
KAKE News reports that a preliminary hearing was held about Wild
West World founder Thomas Etheredge's past investment practices
and prior conviction on securities fraud charges.

As reported by the Troubled Company Reporter on May 4, 2009, Mr.
Etheredge is in custody on securities fraud related to his
fundraising for the Company.  He was arrested in Texas and was
being held on $1 million bond while awaiting extradition to
Kansas.  Kansas Securities Commissioner Chris Biggs accused Mr.
Etheredge of misrepresenting or failing to disclose material facts
when raising more than $800,000 from private investors for Wild
West World.

Business Journal states that Mr. Etheredge is charged with nine
counts of securities fraud stemming from his efforts to raise
money for Wild West World between 2005 and 2007.  The report says
that Mr. Etheridge was initially charged with 10 counts of fraud,
but one was dropped.

Josh Heck at Wichita Business Journal relates that prosecutors
with the Kansas Securities Commission interrogated six people.
According to Business Journal, the witnesses include Mr.
Etheredge's wife's uncle, Marvin Whitson, from whom the defendant
bought 80 acres of land near Benton.  According to Business
Journal, Mr. Whitson said that he loaned Mr. Etheredge about
$75,000 to open a second Prairie Rose location, and that Mr.
Etheredge promised a 25 to 50 percent return on his investment
within a year.  The report says that the second Prairie Rose never
opened.

According to KAKE News, Mr. Etheredge also asked Mr. Whitson for
$75,0000, plus additional start-up money for Wild West.  Mr.
Whitson said that he gave Mr. Etheredge the money in 2005, but had
to cash in mutual funds and CDs to do it, Business Journal
relates.

Business Journal reports that Mr. Etheredge made payments to Mr.
Whitson until late 2006.  Mr. Etheredge said his cash flow was
tied up in Wild West and the payments would resume after the park
opened and began generating revenues, Business Journal states,
citing Mr. Whitson.

Prosecutors, says Business Journal, claimed that Mr. Etheredge
made similar promises to other investors.  Mr. Etheredge targeted
members of his church, the report states, citing prosecutors.
Summit Church pastor Terry Fox reportedly loaned Mr. Etheredge
some $50,000, according to the report.

The preliminary hearing would continue at least through Wednesday,
Business Journal states.

                      About Wild West World

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The Company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Restoration Farms Inc., Wild West's parent company,
filed for chapter 11 protection on August 9, 2007 (Bankr. D. Kans.
Case No. 07-11913).  Tom Gilman, Esq., at Redmond & Nazar LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.


WL HOMES: Court Approves Emaar as Lead Bidder at Aug. 20 Auction
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved sale procedures proposed by the Chapter 7 trustee,
under which Emaar Properties PJSC will be the lead bidder at an
August 20 auction for WL Homes LLC.  Competing bids are due
August 17.

An affiliate of Emaar Properties will buy the assets for $52
million plus the subordination of Emaar's $408 million claim,
absent higher and better bids for those assets.  Emaar will be
able to pay the purchase price in part by swapping $8.25 million
in secured claims and whatever it's loaned to the Chapter 7
trustee, Bloomberg's
Bill Rochelle said.

Emaar Properties PJSC is the ultimate parent of homebuilder WL
Homes LLC.

As reported by the Troubled Company Reporter on June 10, 2009, the
Hon. Brendan Shannon of the U.S. Bankruptcy Court for the District
of Delaware converted WL Homes' Chapter 11 reorganization case to
Chapter 7 liquidation, at the behest of the official committee of
unsecured creditors.  The Creditors Committee sought the
conversion because WL Homes closed its operations and planned to
liquidate assets rather than reorganize.

Prior to the conversion, Emaar, the ultimate parent of WL Homes,
offered for the Debtor's assets $7 million in cash plus the
assumption of as much as $11 million in financing.  Emaar
contended that its offer would have produced $5.5 million more for
creditors than a liquidation.

The official committee of unsecured creditors, however, objected
to the sale, arguing that the transaction was "solely at the
behest and for the benefit of" Emaar, which acquired WL in 2006
for $1.05 billion in cash.

Emaar had earlier offered to provide $30.9 million in financing
for the Chapter 11 effort of WL Homes.  The Bankruptcy Court also
turned down the financing offer.

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  The U.S.
Trustee for Region 2 appointed creditors to serve on the Official
Committee of Unsecured Creditors of the Debtors' Chapter 11 cases.

Ashby & Geddes represents the Committee.  When the Debtors sought
protection from their creditors, they listed assets of more than
$1 billion, and debts between $500 million and $1 billion.


WL HOMES: Binswanger and The Flynn Company to Market Properties
---------------------------------------------------------------
The Trustee for the Chapter 7 liquidation of certain assets of WL
Homes has named Binswanger and The Flynn Company as marketing
advisors for the disposition process.

WL Homes is the corporate parent of John Laing Homes, formerly one
of the largest home builders in the United States.  Known for
building high-quality residential projects, John Laing Homes
traditionally developed tasteful neighborhoods in superior
demographic locations.  There are over thirty locations, comprised
largely of approved building lots and finished and partially-
finished homes in locations in California, Colorado, Texas, Utah,
and Maryland.  The marketing and bid process are being run
according to a strict timeline with a bid deadline on August 17th,
2009.

The properties are being offered individually, in groups, or in
the aggregate.  To access a list of available properties and
detailed bid instructions, interested investors can go to
http://wlhomesliquidation.com/

Headquartered in Philadelphia, Pa., Binswanger is an international
full-service real estate organization with offices worldwide
throughout the U.S.A., Canada, Mexico and South America, the U.K.
and Europe, the Middle East, and Asia.

The Flynn Company is a Philadelphia-based, full-service commercial
real estate firm specializing in brokerage, management and
development.

                          About WL Homes

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  The U.S.
Trustee for Region 2 appointed creditors to serve on the Official
Committee of Unsecured Creditors of the Debtors' Chapter 11 cases.
Ashby & Geddes represens the Committee.  When the Debtors sought
protection from their creditors, they listed assets of more than
$1 billion, and debts between $500 million and $1 billion.

As reported by the Troubled Company Reporter on June 10, 2009, the
Hon. Brendan Shannon of the U.S. Bankruptcy Court for the District
of Delaware converted WL Homes's Chapter 11 reorganization case to
Chapter 7 liquidation, at the behest of the official committee of
unsecured creditors.  Dawn McCarty at Bloomberg News said the
Creditors Committee sought the conversion because WL Homes closed
it operations and planned to liquidate assets rather than
reorganize.


WL HOMES: Over 30 Res'l Properties to be Sold; Bids due August 17
-----------------------------------------------------------------
In a legal notice, Binswanger and The Flynn Company, acting on
behalf of the Chapter 7 trustee of WL Homes and John Laing Homes,
will offer for sale, through a controlled bidding process, over 30
of the Debtors' residential properties located in northern and
southern California, Colorado, Maryland, Texas and Utah.

Bids are due on or before August 17, 2009 at 12:00 p.m. (EDT).

Full information on the bid procedures is available at:

            http://www.wlhomesliquidation.com/

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  The U.S.
Trustee for Region 2 appointed creditors to serve on the Official
Committee of Unsecured Creditors of the Debtors' Chapter 11 cases.
Ashby & Geddes represents the Committee.  When the Debtors sought
protection from their creditors, they listed assets of more than
$1 billion, and debts between $500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


* Bankruptcy and Restructuring Activity Increases 300% Y-O-Y
------------------------------------------------------------
IntraLinks((R)) saw overall bankruptcy and restructuring activity
increase 329% in the first half of 2009 compared to the previous
year.  IntraLinks was used in more than 70% of the top bankruptcy
and restructuring situations in the first half of 2009.

"Companies in distress and their advisors face huge pressures to
move forward quickly and accurately considering the current trends
in restructuring," said Matt Porzio, vice president of product
marketing for IntraLinks.  "To manage these complex processes,
which often involve huge volumes of documents and multiple
recipients, a growing number of advisors look to IntraLinks for
more than just an online due diligence solution -- engaging us
much earlier in the process than they did a year ago."

The highest levels of bankruptcy and restructuring activity in the
first half of 2008 and 2009 came from four industries: financial
services, manufacturing & industrials, real estate and consumer
retail.  In the first half of 2009, the global distribution of
these transactions were split between 60% in the Americas and 40%
in Europe, the Middle East, Africa (EMEA) and in the Asia Pacific
region.

IntraLinks enables debtors, lenders, advisors, accountants and
outside counsel to securely exchange sensitive, high-value
information across enterprise boundaries.  Managers can organize
critical case documents, control access to documents with
permissioning and document protection, and can quickly and easily
disseminate information to new participants or court officials and
regulatory bodies.  IntraLinks has been used to secure Debtor In
Possession (DIP) financing, workout of existing lending agreements
and financing, as well as the dataroom of choice on numerous
divestitures and 363 sales in the second quarter.

IntraLinks -- http://www.intralinks.com/-- provides on-demand
solutions for businesses to securely collaborate, communicate and
exchange critical information inside and outside the enterprise.
For more than a decade, 750,000 professionals from more than
90,000 organizations have relied on IntraLinks to accelerate
workflow, optimize business processes and realize new profit
potential.  IntraLinks counts 800 of the Fortune 1000 as clients,
including AstraZeneca Pharmaceuticals LP, Bank of America,
Deutsche Bank and the FDIC.


* Bankruptcy Exit Plans Filed in Eight Cases the Past Several Days
------------------------------------------------------------------
According to NetDockets, the last several days have been busy with
respect to the filing of proposed plans of reorganization and
liquidation by large chapter 11 debtors.  Initial or amended
proposed plans were filed in these eight cases over the last
several days:

    * Dayton Superior Corporation
    * DBSD North America, Inc. (Second Amended)
    * GOE Lima, LLC (Joint Plan of Liquidation proposed by the
      debtors and the Official Committee of Unsecured Creditors)
    * Global Outreach, S.A. (First Modified)
    * Hendricks Furniture Group, LLC
    * Iridium Operating LLC
    * J.L. French Automotive Castings, Inc. (First Amended)
    * Mark IV Industries, Inc. (First Amended)


* One in 84 American Homes in Foreclosure or Default
----------------------------------------------------
More than 1.5 million homeowners in the U.S. were foreclosed,
received default notices or turned their properties over to
lenders over the first half of 2009, according to a report last
week from RealtyTrac Inc.  One of every 84 households was in
default or foreclosure in the first half, RealtyTrac said. The
rate was 15 percent higher than the year before.


* U.S. Home Price Decline in May Is Smallest in 10 Months
---------------------------------------------------------
Consumer confidence fell in July for the first time in five
months, according to a study released July 24 by
Reuters/University of Michigan.  The July index was 66, down from
70.8 in June.

Meanwhile, home prices in the U.S. declined 5.6 percent in May
from the year before, the smallest in 10 months.  Prices in May
rose 0.9 percent from April, according to Bill Rochelle at
Bloomberg.

On the eastern end of Long Island, where New York's rich and
famous spend weekends and summers, the inventory of 584 unsold
luxury homes would take four years to work off at the current rate
of sales.  Owners in the Hamptons, as eastern Long Island is
known, cut prices an average of 20 percent, Bloomberg's Bill
Rochelle reported, citing a recently released study.  In
Manhattan, apartment prices declined 18.5 percent in the second
quarter, marking the first fall since 2002.

In the countrywide housing market, the National Association of
Realtors said sales of existing homes rose 3.6 percent in June to
an annual rate of 4.89 million.  The median price was down 15
percent. The pace of sales was the quickest since October.


* Last Week's 3 Defaults Raise S&P Tally to 184
-----------------------------------------------
Three global corporate issuers defaulted in the week of July 17,
bringing the 2009 year-to-date tally to 184 issuers -- nearly 4x
the 48 defaults at this time in 2008, said an article published
July 24 by Standard & Poor's, titled "Global Corporate Default
Update (July 17 - 23, 2009) (Premium)."

The three defaults were spread equally among the U.S., Europe,
and the emerging markets, bringing the default tallies by region
to 131 issuers in the U.S., 10 in Europe, 31 in the emerging
markets, and 12 in the other developed region (Australia, Canada,
Japan, and New Zealand).

"All three defaults this week were the results of distressed
exchanges, upping the distressed exchange tally to 54 issuers so
far this year," said Diane Vazza, head of Standard & Poor's Global
Fixed Income Research Group.

"Distressed exchanges have surged this year, with the midyear 2009
tally at more than 3x the full-year 2008 total and almost 14x the
count of four issuers in 2007."

Bankruptcy filings remain at 51 issuers, which is more than the
full-year 2008 total of 49 bankruptcy-related defaults.  The sharp
increase in corporate bankruptcies brings with it significant
difficulties to private equity investors, particularly for those
whose buyout activities in the past several years placed much of
their risks squarely in the speculative-grade domain.

Indeed, more than half of the defaulters this year either had or
continue to have private equity involvement, which presents both
challenges and opportunities to private equity investors during
restructuring and reorganization.

Of the global corporate defaulters so far this year, 41% of issues
with available recovery ratings had recovery ratings of '6'
(indicating our expectation for negligible recovery of 0%-10%),
17% of issues had recovery ratings of '5' (modest recovery
prospects of 10%-30%), 12% had recovery ratings of '4' (average
recovery prospects of 30%-50%), and 10% had recovery ratings of
'3' (meaningful recovery prospects of 50%-70%).  And for the
remaining two rating categories, 12% of issues had recovery
ratings of '2' (substantial recovery prospects of 70%-90%) and 8%
of issues had recovery ratings of '1' (very high recovery
prospects of 90%-100%).

The precipitous increase in defaults reflects a pronounced decline
in economic fundamentals and earnings prospects, as well as the
continued unfavorable environment for the lowest rungs of the
ratings latter, effectively halting lending to low-rated
speculative-grade borrowers.  A large number of defaults likely
will be concentrated in the first two or three quarters of 2009 as
a result of these factors, coupled with distressed exchange
offers.  Four other factors make the current environment more
conducive to defaults: deep recessionary conditions in the U.S., a
record-high proportion of issuers with speculative-grade ratings,
the highest volume of low-rated issuance since 2003, and the
seasoning of much of the debt rated 'B-' or lower issued in the
past several years.

Because of these factors, our current 12-month-trailing U.S.
corporate speculative-grade default rate forecast is 13.9% by mid-
2010, with a pessimistic scenario of 18% and an optimistic
scenario of 11.4%.

This article is part of S&P's premium Global Fixed Income Research
content, which is available to premium subscribers to
RatingsDirect, at http://www.ratingsdirect.com/ Ratings
information can also be found on Standard & Poor's public Web site
at http://www.standardandpoors.com/; under Ratings in the left
navigation bar, select Find a Rating. Members of the media may
request a copy of this report by contacting the media
representative provided.

Global Fixed Income Research:
    Diane Vazza, New York
    (1) 212-438-2760;
    diane_vazza@standardandpoors.com

Media Contact:
    Mimi Barker, New York
    (1) 212-438-5054;
    mimi_barker@standardandpoors.com


* U.S. Default Rate to Reach 13.9% by June 2010, Says S&P
---------------------------------------------------------
By June 2010, Standard & Poor's expects the U.S. corporate
speculative-grade default rate to fall slightly from its peak in
the previous quarter and reach 13.9%, said an article published
today by Standard & Poor's Global Fixed Income Research Group.
This represents a slight moderation from our baseline projection
of 14.3% in March 2010.

These projections represent a near 13% increase from the trough of
the default rate in December 2007, the highest rate of increase
observed in any prior default rate cycle since the start of our
series in 1981, according to the article, titled "U.S. Corporate
Default Rate Expected To Inch Lower To 13.9% By June 2010 After
Peaking In First-Quarter 2010."

"The considerable volume of defaults that have materialized, which
we expect to continue, should partially alleviate the default
pipeline by the middle of 2010," said Diane Vazza, head of
Standard & Poor's Global Fixed Income Research Group.
"Nonetheless, our forecasted default rate of 13.9% is still higher
than any observed historical level."

"In line with previous cycles, we expect defaults to continue to
escalate even after the economy bottoms out in third-quarter 2009
and through the initial stages of an economic recovery," said Ms.
Vazza.

In the second quarter of 2009, the total number of corporate
casualties in the U.S. continued to increase--in line with
expectations--to 82 issuers.  Of those defaulters, 76 were rated
speculative grade. This is nearly 4x the number recorded a year
earlier. Expressed as a share of the rated universe,
the trailing-12-month U.S. corporate speculative-grade default
rate at the end of the second quarter was 9.25%, more than 4.5x
higher than the 2.01% in second-quarter 2008.  Since January,
default rates have exceeded their long-term average (1981-2008) of
4.35%--after having remained below the average for 56 months.


* Weakest Links Ease to 285 as Defaults Mount, S&P Article Says
---------------------------------------------------------------
The number of global weakest links continued to decline to 285 as
of July 17, 2009, from 290 in June and a record high of 300 in
April.  The decline was largely attributable to the sharp rise
in defaults, many of which were weakest links, said an article
published July 27 by Standard & Poor's.

"This is a trend that likely will continue for some time," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  "Eroding credit quality leads to lower ratings
and more entities with negative outlooks or with ratings on
CreditWatch with negative implications as well as increased
vulnerability to default."

The 285 weakest links have combined rated debt worth
$397.8 billion.  By sector, media and entertainment, forest
products and building materials, and retail and restaurants were
the most vulnerable, with the highest concentrations of weakest
links, according to the article, titled "Global Bond
Markets' Weakest Links And Monthly Default Rates (Premium)."

Weakest links are defined as issuers rated 'B-' or lower with
either a negative outlook or with ratings on CreditWatch with
negative implications, and they are at greater risk of default.
Corporate defaults continue to rise rapidly in 2009, already
surpassing the number in all of 2008.  Through July 17, 2009, 179
issuers defaulted, affecting debt worth $424.44 billion. By
comparison, 126 defaults were recorded in all of 2008, affecting
debt worth $433 billion.

The 12-month-trailing global corporate speculative-grade bond
default rate increased to 8.25% in June 2009 from 7.3% in May and
is now more than 10x the 25-year low of 0.79% recorded in November
2007.

The standard version of this article is part of S&P's standard
Global Fixed Income Research content.  The premium version
contains expanded analysis of the article's most significant
points, typically broken out by sector and region.

Also in the premium version are in-depth charts and tables, the
underlying data of which are available for download.  Ratings
information can also be found on Standard & Poor's public Web site
at www.standardandpoors.com; under Ratings in the left navigation
bar, select Find a Rating.  Members of the media may request a
copy of this report by contacting the media representative
provided.

Global Fixed Income Research:
    Diane Vazza, New York
    (1) 212-438-2760;
    diane_vazza@standardandpoors.com

Media Contact:
    Mimi Barker, New York
    (1) 212-438-5054;
    mimi_barker@standardandpoors.com


* Daniel Williams Joins PwC Restructuring & Recovery Services
-------------------------------------------------------------
Daniel Williams has joined PricewaterhouseCoopers LLP's U.S.
Restructuring and Recovery Services practice as a partner.  PwC's
Restructuring and Recovery Services practice offers integrated
financial and operational services to help clients find practical
solutions to complex operating issues, develop strategies to
improve profit and cash flow and maximize value for stakeholders.
Mr. Williams brings over 25 years of restructuring and turnaround
sector experience to the practice.

"In these challenging times, a growing number of businesses are
going through restructuring and recapitalizations.  Having
successfully led restructurings of billions of dollars in debt and
equity capital, Dan will be a valuable asset as we guide our
clients through the turnaround process," said Paul Ellis, partner
in the Restructuring and Recovery Services practice.

Mr. Williams has advised companies in a variety of industries --
including distribution, airline cargo, mining, drug store retail,
and food -- through the restructuring process.  His services have
been retained by secured lenders and credit constituents to help
guide their portfolio companies to develop strategic and
restructuring alternatives.  He has led a number of restructuring,
corporate finance, bankruptcy and turnaround engagements, and
developed the prototype to the Andersen Distressed Company
Consulting Guide.  Mr. Williams has also served as a court-
appointed trustee in Chapter 11 and Chapter 7 cases, as well as
examiner, expert witness, and Section 702 expert (Judge's expert)
in bankruptcy court.  He previously served as the office managing
partner of a large regional accounting firm in the Phoenix
metropolitan area, as U.S. Managing Partner of Deloitte & Touche's
Restructuring Services Group in New York, and he led Arthur
Andersen's Chicago restructuring practice which, at the time, was
the largest restructuring practice in the Chicago marketplace.

"With the uptick in distressed activity, operating issues have
grown more complex and urgent," said Mr. Williams.  "PwC is
helping companies navigate through these tumultuous times by
providing strategies to help improve clients' performance and
increase stakeholder value."

     About PwC's Restructuring and Recovery Services Practice

PwC's Restructuring and Recovery Services professionals work with
companies and their stakeholders prior to and during times of
crisis to restore the performance and value of the business.  PwC
professionals help develop contingency and turnaround business
plans and forecasts, advise on liquidity management and margin
enhancement, and evaluate loan covenants and debt capacity.  The
practice also helps clients (companies, investor groups or
individual creditors) during the bankruptcy restructuring process
to maximize the value of their particular position.  With early
involvement, and a focus on the key operational and financial
areas requiring restructuring, PwC can assist in navigating the
challenges facing healthy and troubled companies and their
investors.

The PricewaterhouseCoopers Transaction Services --
http://www.pwc.com/ustransactionservices-- practice provides due
diligence for M&A transactions, along with advice on M&A strategy
and integration, divestitures and separation, valuations,
accounting, financial reporting, and capital raising.  With
approximately 1,000 deal professionals in 16 cities in the U.S.,
and a global network of over 6,000 deal professionals in 90
countries, experienced teams are deployed with deep industry and
local market knowledge, and technical experience tailored to each
client's situation.  The Transaction Services team can be involved
from strategy to integration and employ an integrated business
approach to uncover the realities of a deal.  The field-proven,
globally consistent, controlled deal process helps clients
minimize their risks, progress with the right deals, and capture
value both at the deal table and after the deal closes.

                             About PwC

PricewaterhouseCoopers -- http://www.pwc.com-- provides industry-
focused assurance, tax and advisory services to build public trust
and enhance value for its clients and their stakeholders.  More
than 155,000 people in 153 countries across our network share
their thinking, experience and solutions to develop fresh
perspectives and practical advice.  The firm has a network of
member firms of PricewaterhouseCoopers International Limited, each
of which is a separate and independent legal entity.


* Harold Abramson, Dallas Bankruptcy Judge, Dies
------------------------------------------------
According to Bill Rochelle at Bloomberg News, former U.S.
Bankruptcy Judge Harold C. Abramson died on July 18 in Atlanta,
where he moved after retiring from the bench.

Mr. Abramson, 80, was appointed in 1985 to serve as a U.S.
bankruptcy judge in Dallas.  He served 19 years.

Graveside services were held at the Arlington Cemetery in Atlanta.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                                 Total
                                                Stock-     Total
                                      Total    holders'   Working
                                     Assets     Equity    Capital
Company              Ticker          ($MM)       ($MM)     ($MM)
-------              ------         ------    --------    ------
ABSOLUTE SOFTWRE      ABT CN            107         (7)        24
AFC ENTERPRISES       AFCE US           131        (33)         2
AMR CORP              AMR US         24,518     (3,108)    (3,545)
ARBITRON INC          ARB US            189         (3)       (22)
ARVINMERITOR INC      ARM US          2,873       (719)       278
AUTOZONE INC          AZO US          5,296        (45)      (527)
AVATAR HOLDINGS       AVTR US           585          0       N.A.
BLOUNT INTL           BLT US            499        (43)       175
BOARDWALK REAL E      BEI-U CN        2,318         (5)      N.A.
BOARDWALK REAL E      BOWFF US        2,318         (5)      N.A.
BOEING CO             BA US          55,339       (509)    (2,160)
BOEING CO             BAB BB         55,339       (509)    (2,160)
BP PRUD BAY-RTU       BPT US              9          8          0
BURCON NUTRASCIE      BU CN               4          3          2
CABLEVISION SYS       CVC US          9,551     (5,349)      (367)
CARROLS RESTAURA      TAST US           482          3        (39)
CENTENNIAL COMM       CYCL US         1,413       (992)       148
CENVEO INC            CVO US          1,501       (221)       163
CHENIERE ENERGY       CQP US          1,975       (408)        79
CHOICE HOTELS         CHH US            333       (146)       (10)
CLOROX CO             CLX US          4,464       (309)      (866)
DELTEK INC            PROJ US           191        (48)        42
DISH NETWORK-A        DISH US         7,063     (1,666)      (422)
DOMINO'S PIZZA        DPZ US            473     (1,396)        99
DUN & BRADSTREET      DNB US          1,614       (785)      (176)
EINSTEIN NOAH RE      BAGL US           168        (11)       (52)
ENERGY COMPOSITE      ENCC US             0          0          0
EPICEPT CORP          EPCT SS            12         (5)         4
EXELIXIS INC          EXEL US           355        (88)        53
EXTENDICARE REAL      EXE-U CN        1,833        (51)        98
FEMALE HEALTH         FHCO US            13          9          8
FORD MOTOR CO         F US          207,270    (16,476)    12,631
FORD MOTOR CO         F BB          207,270    (16,476)    12,631
GARTNER INC           IT US             948          4       (223)
GENTEK INC            GETI US           430         (8)       102
GLG PARTNERS INC      GLG US            345       (382)       101
GLG PARTNERS-UTS      GLG/U US          345       (382)       101
GOLD RESOURCE CO      GORO US             9          9          7
HALOZYME THERAPE      HALO US            68          3         52
HEALTHSOUTH CORP      HLS US          1,921       (656)       (53)
HERMAN MILLER         MLHR US           767          8        242
HOLLY ENERGY PAR      HEP US            469          0         (6)
IDENIX PHARM          IDIX US            96          9         50
IMAX CORP             IMX CN            226        (98)        19
IMAX CORP             IMAX US           226        (98)        19
IMS HEALTH INC        RX US           2,026          4        328
INCYTE CORP           INCY US           189       (256)       123
INTERMUNE INC         ITMN US           193        (82)       121
IPCS INC              IPCS US           545        (41)        62
JOHN BEAN TECH        JBT US            559         (6)        78
JUST ENERGY INCO      JE-U CN           535       (692)      (358)
KNOLOGY INC           KNOL US           635        (52)        25
LINEAR TECH CORP      LLTC US         1,491       (288)       995
LIONS GATE            LGF US          1,667         (8)      (819)
LOGMEIN INC           LOGM US            40          4          0
MAP PHARMACEUTIC      MAPP US            78          4         32
MAXLIFE FUND COR      MXFD US             0          0          0
MEAD JOHNSON-A        MJN US          1,707       (897)       380
MEDIACOM COMM-A       MCCC US         3,700       (463)      (281)
MEDIDATA SOLUTIO      MDSO US            72        (13)       (17)
MEDIVATION INC        MDVN US           211          0        128
MODAVOX INC           MDVX US             5          2         (1)
MOODY'S CORP          MCO US          1,802       (919)      (482)
NATIONAL CINEMED      NCMI US           604       (514)        89
NAVISTAR INTL         NAV US          9,656     (1,447)     1,784
NPS PHARM INC         NPSP US           200       (225)        87
OCH-ZIFF CAPIT-A      OZM US          1,821       (177)      N.A.
OVERSTOCK.COM         OSTK US           136         (4)        33
PALM INC              PALM US           643       (108)        11
PDL BIOPHARMA IN      PDLI US           219       (422)        79
PERMIAN BASIN         PBT US             10          0          9
PETROALGAE INC        PALG US             5        (23)        (7)
POTLATCH CORP         PCH US            917          0       N.A.
QWEST COMMUNICAT      Q US           19,711     (1,164)      (344)
REGAL ENTERTAI-A      RGC US          2,563       (246)       (78)
RENAISSANCE LEA       RLRN US            52         (3)       (11)
REVLON INC-A          REV US            784     (1,095)       103
SALLY BEAUTY HOL      SBH US          1,433       (702)       389
SANDRIDGE ENERGY      SD US           2,670       (114)       118
SEMGROUP ENERGY       SGLP US           349       (124)        23
SIGA TECH INC         SIGA US             7         (6)        (3)
SOLARWINDS INC        SWI US             91        (40)        23
SONIC CORP            SONC US           821        (43)        26
STANDARD PARKING      STAN US           231          0        (15)
SUCCESSFACTORS I      SFSF US           162         (7)         0
SUN COMMUNITIES       SUI US          1,197        (68)      N.A.
SYNERGY PHARMACE      SGYP US             0         (1)        (1)
TALBOTS INC           TLB US            999       (184)       (28)
TAUBMAN CENTERS       TCO US          2,922       (276)      N.A.
TENNECO INC           TEN US          2,742       (304)       272
THERAVANCE            THRX US           214       (144)       152
UAL CORP              UAUA US        19,100     (2,655)    (2,348)
UNITED RENTALS        URI US          3,976        (56)       266
VECTOR GROUP LTD      VGR US            683          5         44
VENOCO INC            VQ US             730       (107)        33
VERIFONE HOLDING      PAY IT            843        (14)       299
VERIFONE HOLDING      PAY US            843        (14)       299
VERIFONE HOLDING      VF2 GR            843        (14)       299
VIRGIN MOBILE-A       VM US             323       (281)      (141)
WALTER INVESTMEN      WAC US             12       (281)      (141)
WARNER MUSIC GRO      WMG US          4,256        (44)      N.A.
WEIGHT WATCHERS       WTW US          1,087       (110)      (394)
WR GRACE & CO         GRA US          3,726       (848)      (313)
ZYMOGENETICS INC      ZGEN US           279       (374)       892



                           *********

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.

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