TCR_Public/090730.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 30, 2009, Vol. 13, No. 209

                            Headlines

1910 PARTNERS: Files for Ch 11 on Rent Dispute with Canterbury
AIRTRAN HOLDINGS: Posts $78.4MM Net Income in Q2 2009
ALBERT PIZZO: Case Summary & 9 Largest Unsecured Creditors
ALLIANCE LIMOUSINE: Case Summary 20 Largest Unsecured Creditors
ALPINE VISIONS: Case Summary 9 Largest Unsecured Creditors

AMBAC ASSURANCE: Poor Insured Portfolio Cues S&P's Junk Rating
AMERICAN HOMEBUILDERS: Taps Berger Singerman as General Counsel
AMERICAN HOMEBUILDERS: Seeks Brant Abraham as Special Counsel
ANEKONA W: Court Dumps Ch. 11 Case; Foreclosure Auction Imminent
ANTHONY PERSICO: Case Summary & 18 Largest Unsecured Creditors

ARCH COAL: Moody's Changes Outlook to Stable; Assigns 'B1' Rating
ARCLIN US HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
ASARCO LLC: Gets Nod to Employ Unnamed Consulting Expert
ASCENDANT UTAH: Voluntary Chapter 11 Case Summary
ASTORIA GENERATING: S&P Puts 'BB-' Rating on $430 Million Loan

ASYST TECHNOLOGIES: US Trustee Wants 20 Firms to Pass Fee Process
AVALANCHE LLC: Case Summary 16 Largest Unsecured Creditors
B&C MACHINE: Defaults in Huntington Bank Loan; Files for Ch 11
B&C MACHINE CO: Case Summary & 20 Largest Unsecured Creditors
BASHAS' INC: Has Interim Access to Cash Collateral

BASHAS' INC: Proposes to Access $45MM of DIP Financing
BASHAS' INC: U.S. Trustee Forms 9-Member Creditors Committee
BASHAS' INC: U.S. Trustee Sets Meeting of Creditors for August 11
BASHAS' INC: Has Until August 17 to File Schedules & Statements
BASHAS' INC: Proposes Stinson Morrison for UFCW Litigation

BEARINGPOINT INC: Expects to Close EMEA Unit Sale by Aug. 31
BEARINGPOINT INC: Expects to Close Brazilian Unit Sale by Aug. 7
BERNARD MADOFF: SIPC Trustee Sues Ruth Madoff to Recover $45MM
BERNARD MADOFF: Court to Hear Investors' Suit vs. Picard Aug. 25
BH S&B HOLDINGS: Presses to Convert Case to Chapter 7 Liquidation

BIOPURE CORP: Officially Delisted From Nasdaq Stock Market
BKF CAPITAL: Acquires 500,000 Shares of FCStone in Open Market
BOBBY ROWE ENERGY: Case Summary & 20 Largest Unsecured Creditors
BOSTON GENERATING: S&P Puts 'CCC+' Rating on $1.13 Billion Loan
BRIAN SHULTS: Case Summary & 10 Largest Unsecured Creditors

CANWEST GLOBAL: To Close Victoria & Red Deer Stations on Aug. 31
CAPMARK FIN'L: Cancels Services Deal with Five Mile, Goldman et al
CAPMARK FIN'L: Gregory McManus to Step Down as CFO and EVP
CEDAR FAIR: Moody's Gives Negative Outlook; Keeps 'Ba3' Rating
CENTERVILLE PLAZA: Case Summary & 4 Largest Unsecured Creditors

CHARTER COMMUNICATION: Judge Peck Won't Rush Plan's Approval
CHARTER COMMUNICATION: Addresses Numerous Plan Objections
CHARTER COMMUNICATION: Paul Allen Supports Chapter 11 Plan
CHEROKEE HOSPITALITY: Case Summary & 7 Largest Unsecured Creditors
CHRISTINE SORIANO: Case Summary & 20 Largest Unsecured Creditors

CHRYSLER LLC: May Liquidate If Dealer Bill Passes, Says Exec.
CHRYSLER LLC: New Chrysler's Board of Directors Holds Meetings
CHRYSLER LLC: New Chrysler's Testimony Before Congressional Panel
CHRYSLER LLC: Gov't. Won't Influence Decisions, Says Adviser
CHRYSLER LLC: Proposes September 28 Claims Bar Date

CIT GROUP: Prepackaged Bankr. Is Best Option, CreditSights Says
CITIGROUP INC: Citi Funding to Issue Currencies-Linked Notes
CITIGROUP INC: Citi Funding to Issue GE-Linked ELKS Due 2014
CITIGROUP INC: Citi Funding to Issue Gold-Linked Notes Due 2014
CITIGROUP INC: Citi Funding to Issue Russell Protected Notes

CITIGROUP INC: Citi Funding to Issue Vale ADR ELKS Due 2010
CONTECH CONSTRUCTION: Moody's Affirms 'B2' Corp. Family Rating
CONTINENTALAFA DISPENSING: Committee Plan Offers 10% Return
COTT CORP: JPMorgan-Led Lenders Raise Loan Commitment to $225MM
COTT CORP: Posts $33.7 Million Net Income for Q2 2009

COTT CORP: S&P Raises Long-Term Corporate Credit Rating to 'B-'
COYOTES HOCKEY: Third Bidder Mulls Games in Canada
DAVID ZACHARY: Case Summary & 14 Largest Unsecured Creditors
DBSD NORTH AMERICA: Begins Solicitation of Votes for Plan
DELANCO HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors

DOMINO'S PIZZA: Leaves Post to Accept Obama Nomination
DOMINO'S PIZZA: Panel Approves Equity Plan Grants to CEO Brandon
DONALD BRANDT: Case Summary & 20 Largest Unsecured Creditors
DWIGHT BARTON: Section 341(a) Meeting Slated for August 17
DWIGHT BARTON: Selects William Gannon as General Counsel

EAGLE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
EDDIE BAUER: Ontario Superior Court Sets September 21 Bar Date
EDDIE BAUER: Court to Hear Otto Japan Contract Objection Today
EURAMAX INTERNATIONAL: S&P Raises Corp. Credit Rating to 'B-'
EXTENDED STAY: Gets Final Approval on Cash Collateral Use

EXTENDED STAY: To File Schedules and Statements by Sept. 28
EXTENDED STAY: Creditors Committee to Probe Lichtenstein, et al.
EXTENDED STAY: Court Junks Line Trust, Deuce Petition to Probe
EXTENDED STAY: Cases vs. Lichtenstein Removed to Bankr. Court
EXTENDED STAY: BofA, et al., Want Suit Remanded to Supreme Court

F&R REALTY GROUP: Voluntary Chapter 11 Case Summary
FEDERAL-MOGUL: To Hold 2Q Financial Results Call Today
FEDERAL-MOGUL: Had $100.8 Million Net Loss in First Quarter
FEDERAL-MOGUL: Results of 2009 Stockholder Meeting
FLYING J: Court OKs $250MM Longhorn Sale; To Exit Ch. 11 Soon

FORD MOTOR: Amends Bank Loan to Facilitate DOE Application
FORD MOTOR: Amends UAW Retiree Health Care Settlement Agreement
GENCORP INC: Appoints Joy as VP & Treasurer Replacing Lau
GENERAL MOTORS: Magna Improves Offer for Opel Division
HEADWATERS INC: S&P Downgrades Corporate Credit Rating to 'SD'

HEXION SPECIALTY: Expects Up to $31-Mil. in Q2 Operating Loss
HOBART CABINET: Files for Ch 11 Bankr., Lists $514,050 in Debts
HOPE BUILDERS: Case Summary & 20 Largest Unsecured Creditors
ICONIX BRAND: Moody's Upgrades Ratings on Senior Loan to 'Ba1'
IDEAL LLC: Voluntary Chapter 11 Case Summary

INDALEX HOLDINGS: Wants Plan Filing Period Extended to October 16
JABIL CIRCUIT: Fitch Assigns 'BB+' Rating on Senior Bond Offering
JABIL CIRCUIT: Moody's Assigns 'Ba1' Rating on $200 Million Notes
JABIL CIRCUIT: S&P Assigns 'BB+' Rating on $200 Mil. Senior Notes
JAMES STEPHENS: Meeting of Creditors Scheduled for August 26

JOHN MAJOR: Case Summary & 20 Largest Unsecured Creditors
LAKE AT LAS VEGAS: Court OKs Extension of DIP Facilities
LAWRENCE BAIN: Voluntary Chapter 11 Case Summary
LIBERTY LIGHTHOUSE: Fitch Downgrades Ratings on Notes to 'BB'
LITHIUM TECHNOLOGY: Shareholders Remove Andrew Manning From Board

MAMMOTH SAN: U.S. Trustee Sets Meeting of Creditors for August 7
MARCELINO TEPEQUE: Case Summary & 9 Largest Unsecured Creditors
MARK MCGILL: Case Summary & 6 Largest Unsecured Creditors
MD MOODY & SONS: Case Summary & 20 Largest Unsecured Creditors
MICHAELS STORES: Stuart Aitken Steps Down as EVP & Marketing Head

MORTGAGES LTD: SEC Sues Lender for Alleged Fraud
MOOG INC: Credit Pact Amendment Won't Affect Moody's 'Ba2' Rating
MIGUEL PEREZ: Case Summary & 20 Largest Unsecured Creditors
NANODYNAMICS: Files for Ch 7 Bankruptcy After Week-Long Shutdown
NEVADA VALLARTA: Case Summary & Largest Unsecured Creditor

OAK PARK DEVELOPMENT: Case Summary & 41 Largest Unsec. Creditors
OIL CHEM: Case Summary & 20 Largest Unsecured Creditors
ONDOVA LIMITED COMPANY: Voluntary Chapter 11 Case Summary
OSCIENT PHARMA: Submits Formal Bid Procedures for FACTIVE
OSCIENT PHARMA: Guardian Wants Access to Cash Collateral

OSCIENT PHARMA: Taps Broadpoint Capital as Financial Advisor
OSCIENT PHARMA: Taps K&L Gates as General Bankruptcy Counsel
OSCIENT PHARMA: Taps Ropes & Gray as Special Litigation Counsel
OXIS INTERNATIONAL: Sade Panahi Elected to Board of Directors
PACIFIC NORTHSTAR: Case Summary & 20 Largest Unsecured Creditors

PEACH HOLDINGS: S&P Junks Counterparty Credit Rating from 'B'
PHOENIX ASSOCIATES: Files Schedules of Assets and Liabilities
POLYMER GROUP: Moody's Affirms Corporate Family Rating at 'B1'
POLYMER GROUP: S&P Changes Outlook to Positive; Affirms 'B' Rating
PROVIDENT ROYALTIES: To File Schedules & Statements by August 14

RADICAL BUNNY: Faces SEC Lawsuit on Alleged Fraud
RAINBOW 215 LLC: Voluntary Chapter 11 Case Summary
RAINBOWS UNITED: Discovers Irregularities, To File Chapter 11
RICH CAPITOL: Case Summary & 20 Largest Unsecured Creditors
RIVER OAKS LANDING: Case Summary & Largest Unsecured Creditor

ROBERT MASSEY: Voluntary Chapter 11 Case Summary
ROCKY VALLEY PARTNERS: Case Summary & 9 Largest Unsec. Creditors
ROYAL PALM: U.S. Trustee Sets Meeting of Creditors for August 19
SANTA PAULA OIL: Case Summary & 10 Largest Unsecured Creditors
SHERI INC: Case Summary & 15 Largest Unsecured Creditors

SHOOK DEV'T: U.S. Trustee Sets Meeting of Creditors for Aug. 17
SIX FLAGS: Has Protocol to Pay Or Settle Ordinary Tort Claims
SIX FLAGS: Proposes Cadwalader Wickersham as Special Counsel
SMURFIT-STONE CONTAINER: M&T Wants to Join Creditors Committee
SMURFIT-STONE CONTAINER: Noteholders Protect Contribution Claim

SMURFIT-STONE CONTAINER: Restricts Equity Trading to Protect NOLs
SOLUTIA INC: Lost $148 Million for Six Months Ended June 30
SOLUTIA INC: Adopts Rights Plan to Protect Loss Carryforwards
SOLUTIA INC: Stipulation Resolving Mass. Revenue Dept.'s Claim
SONYA PORRETTO: Case Summary & 20 Largest Unsecured Creditors

SPANSION INC: Releases 2Q Results, Expects Ch. 11 Exit in Q4
SPORTS MARKETING: Files for Chapter 11 Bankruptcy Protection
SPORTSMAN'S WAREHOUSE: Dept. of Interior Objects to Ch 11 Plan
STANDARD PACIFIC: Posts $23.1 Million Net Loss in 2nd Quarter
STANT CORP: Blames Chrysler & GM Woes for Chapter 11 Filing

STANT PARENT CORP: Case Summary & 20 Largest Unsecured Creditors
STAR TRIBUNE: Seeks More Time to File Reorganization Plan
STATION CASIONS: Case Summary & 40 Largest Unsecured Creditors
STEEL NETWORK: Case Summary & 20 Largest Unsecured Creditors
TAN FACTORY: Case Summary & 20 Largest Unsecured Creditors

TARGA RESOURCES: Moody's Affirms 'Ba3' Corp. Family Rating
TERRA EXCAVATING: Case Summary 20 Largest Unsecured Creditors
TINA COBLE: Case Summary & 8 Largest Unsecured Creditors
TORREYPINES THERAPEUTICS: Inks Merger Deal with Raptor Pharma
TROIS OEUFS: Case Summary & Largest Unsecured Creditor

TRONOX INC: Wants Time to REMOVE ACTIONS Moved Until Oct. 12
TRONOX INC: Creditors Committee Sues Lehman, Other Lenders
TRONOX INC: Equity Committee Hires Pillsbury as Counsel
TROPICANA ENT: LV'S Wants Stay Relief to Pursue Trademark Action
TROPICANA ENT: Adamar of NJ Presents 24 Key Employee Agreements

TROPICANA ENT: Adamar of NJ to Reject 3 Parking Lot Leases
UBS AG: Court Sets Meeting With Swiss Bank & IRS for Friday
ULTRA STORES: Emerges From Chapter 11 Bankruptcy Protection
UNIVERSAL ENERGY: No Fixed Date Yet for 2009 Stockholders Meeting
USG CORP: Moody's Downgrades Corporate Family Rating to 'B3'

USG CORP: S&P Changes Outlook to Stable; Affirms 'B+' Rating
VIRGIN MOBILE: Sprint Nextel Deal Won't Affect S&P's 'B-' Rating
VSS ENTERPRISES: 9th Cir. Says Managers Liable for Wage Claims
WALL STREET NEVADA: Section 341(a) Meeting Slated for August 13
WASHINGTON MUTUAL: Court Declines to Stay Suit vs. JPM, FDIC

WASHINGTON MUTUAL: Gets Nod to Probe Potential Claims vs. JPM
WASHINGTON MUTUAL: Reaches Deal with JPM on Savings Plan
WEB PRESS CORPORATION: Case Summary & 20 Largest Unsec. Creditors
WEBSTER HOSPITALITY: Involuntary Chapter 11 Case Summary
WESCO INTERNATIONAL: Exchange Offer Won't Move Moody's Ba3 Rating

WESCO INTERNATIONAL: S&P Assigns 'B' Rating on $345 Million Notes
WILD WINGS: Hurt by Recession, Co. Files for Chapter 11 Bankruptcy
WILLIAM LYON: Taps Windes & McClaughry to Replace E&Y
WR GRACE: Plan Proponents File Phase II Pre-Trial Statement
WR GRACE: Bank Lenders, et al., File Phase II Pre-Trial Statement

WR GRACE: U.S. Trustee Files Phase II Pre-Trial Brief
YITZCHOK SCHWARTZ: Involuntary Chapter 11 Case Summary

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********

1910 PARTNERS: Files for Ch 11 on Rent Dispute with Canterbury
--------------------------------------------------------------
1910 Partners has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Hawaii.

Nina Wu at StarBulletin.com relates that Chuck Choi, attorney for
1910 Partners, said that the Company filed for bankruptcy to stop
Canterbury Association of Apartment Owners from continuing to take
rent from the Company.  Citing Mr. Choi, the report says that
almost $160,000 has been collected by the association so far.

StarBulletin.com relates that 1910 Partners has been tied up in
litigation with the Canterbury involving unpaid rent, electricity
bills, and maintenance fees.  Canterbury filed the lawsuit against
1910 Partners in March, claiming that Mr. Stark stopped paying
monthly expenses on commercial space he owns and leases to
restaurants Todai Restaurant Waikiki and Singha Thai Cuisine.

Pacific Guardian Life Insurance Co. also sued 1910 Partners in
April to foreclose on the assets, alleging that the Company
defaulted on a $3.5 million loan for Canterbury Place.

StarBulletin.com reoprts that Kevin Doherty, treasurer of the
condo owners' group, said that the group will petition the Court
to be added as a creditor.

1910 Partners listed $1 million to $10 million in assets and
$1 million to $10 million in estimated liabilities.

According to StarBulletin.com, 1910 Partners' creditors include:

     -- Robert Pulley, the former partner of 1910 owner Bruce
        Star and who holds a $578,000 claim;

     -- Clifford Miller, an attorney with McCorriston Miller
        Mukai, who is owed about $110,000 in legal fees;

     -- the city, which is owed about $58,795 for real property
        taxes;

     -- the state, for about $18,428 in taxes; and

     -- the Kong Estate, owners of the ground lease for Canterbury
        Place and is owed a total of $4,480 in rent.

Las Vegas,Nevada-based 1910 Partners, a Hawaii limited
partnership, developed Canterbury Place in Waikiki.


AIRTRAN HOLDINGS: Posts $78.4MM Net Income in Q2 2009
-----------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
Inc., reported net income of $78.4 million or $0.56 per diluted
share for the second quarter of 2009.  This represents a
$93.3 million improvement over the same quarter of 2008, reversing
a net loss of $14.8 million or $0.14 per diluted share.

For the six months ended June 30, 2009, the Company posted a net
income of $107.1 million from a net loss of $50.1 million a year
ago.

Operating income during the second quarter was $66.2 million.
Year-to-date, the Company has achieved record operating income of
$113.9 million, resulting in an operating margin of 9.9%,
AirTran's best first half performance since 2001.  Load factors
were at all time highs of 80.7% for the quarter and 78.6% year-to-
date.

Included in net income for the second quarter were $31 million of
unrealized gains on the Company's future fuel hedge portfolio,
$3.3 million of gains on extinguishment of debt, net of tax, and a
$2.4 million write-off of capitalized interest on the disposition
of aircraft.  Excluding these items, the economic net income for
the second quarter of 2009 was $46.6 million or $0.34 per diluted
share.

AirTran said unrestricted cash, cash equivalents and investments
(including long-term portion) at June 30, 2009, was
$389.4 million, up nearly $49 million over the 2008 year-end
balance.

According to the Company, as a result of its cash balance and
improved financial results, it has earned reductions to the
amounts eligible for holdback by its two largest credit card
processors.  Based on its current outlook, it does not believe it
will have any cash heldback by its two largest processors for the
remainder of this year.

"We are proud of the continued extraordinary performance of our
8,500 dedicated Crew Members from coast to coast, and we are
delighted to report significantly improved financial results as
reflected by our strong quarterly net income," said Bob Fornaro,
AirTran Airways' chairman, president and chief executive officer.
"We remain committed to providing low fares and a superior product
that our loyal passengers value."

During the second quarter, AirTran Airways continued to add
service from its principal operating locations of Atlanta,
Baltimore, Milwaukee, and Orlando as well as initiating new
service to Allentown, Pa., Asheville, N.C., Atlantic City, N.J.,
Branson, Mo., Charleston, W.Va., and Knoxville, Tenn.
Specifically, the Company increased capacity in Milwaukee by over
30% as compared to last year and is now the second largest airline
serving Milwaukee and its surrounding communities, including
Northern Illinois.

In its statement, AirTran Airways said it was among the first
airlines to react to the changing economic environment in 2008
through a series of proactive initiatives, which included reducing
and reallocating capacity, enhancing liquidity, selling and
deferring aircraft, and unwinding fuel hedges.  "Our year-to-date
results continue to reflect the rewards of the many difficult
decisions we made as a Company last year," said Arne Haak, senior
vice president of finance, treasurer and chief financial officer
for AirTran Airways.  "The combination of reduced capacity, lower
fuel prices, and the lowest cost structure of any major airline
allows us to compete effectively in what remains a challenging and
uncertain economy."

On July 22, 2009, members of the Company's management conducted a
conference call to discuss the Company's financial results for the
second quarter of 2009.  During the call, the Company discussed
certain forward looking information, including certain information
regarding estimates for the remainder of 2009 and 2010.  A copy of
the information furnished is available at no charge at:

               http://ResearchArchives.com/t/s?4040

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

At March 31, 2009, the Company had $2.09 billion in total assets
and $2.40 billion in total liabilities and $309.6 million in
stockholders' equity.  The Company posted a net income of
$28.7 million for the three months ended March 31, 2009, compared
to a net loss of $35.3 million, as adjusted, for the same period
in 2008.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services assigned its 'CCC-' preliminary
rating to senior unsecured and subordinated debt filed under
AirTran Holdings Inc.'s $250 million Rule 415 shelf registration
filed July 2, 2009.  The preliminary ratings are the same for
senior unsecured and subordinated debt, because S&P's recovery
rating on AirTran Holdings' existing senior unsecured debt is a
'6', indicating minimal (0%-10%) recovery in the event of a
payment default.  S&P affirmed the airline's corporate credit
rating at CCC+/Stable/--.


ALBERT PIZZO: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Albert Gene Pizzo
               Joan Elnora Pizzo
               2227 Francisco Drive
               Newport Beach, CA 92660

Bankruptcy Case No.: 09-17616

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Jerome S. Cohen, Esq.
                  3731 Wilshire Blvd., Suite 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188
                  Email: jsc@jscbklaw.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 9 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-17616.pdf

The petition was signed by the Joint Debtors.


ALLIANCE LIMOUSINE: Case Summary 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alliance Limousine
        c/o Pullman & Comley, LLC
        850 Main Street
        Bridgeport, CT 06604

Bankruptcy Case No.: 09-51444

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Irve J. Goldman, Esq.
                  Pullman & Comley
                  850 Main Street
                  PO Box 7006
                  Bridgeport, CT 06601
                  Tel: (203) 330-2000
                  Fax: (203) 330-2213
                  Email: igoldman@pullcom.com

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

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

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

          http://bankrupt.com/misc/ctb09-51444.pdf

The petition was signed by Alan T. Oyugi, president of the
Company.


ALPINE VISIONS: Case Summary 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alpine Visions LLC
        617 Front Street
        Leavenworth, WA 98826

Bankruptcy Case No.: 09-04262

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Debtor's Counsel: Steve A. Zimmerman, Esq.
                  Steven A. Zimmerman Law Offices
                  PO Box 1854
                  Wenatchee, WA 98807
                  Tel: (509) 662-9602
                  Fax: (509) 662-9606
                  Email: Stevez@szimlaw.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 9 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/waeb09-04262.pdf

The petition was signed by Steve Cotton/Roger Vallo.


AMBAC ASSURANCE: Poor Insured Portfolio Cues S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on Ambac Assurance Corp. to 'CC' from 'BBB' and removed
them from CreditWatch, where they were placed on June 24, 2009,
with negative implications.  The outlook is developing.

Standard & Poor's also said that it lowered its counterparty
credit rating on Ambac Financial Group Inc. to 'CC' from 'BB' and
removed it from CreditWatch negative.  The outlook is negative.

In addition, Standard & Poor's lowered its ratings on Ambac's
preferred stock and Ambac Financial's directly issued subordinated
capital securities to 'C' from 'B' in light of the announced
deferral of dividends.

"This rating action reflects S&P's view of the significant
deterioration in Ambac's insured portfolio of nonprime residential
mortgage-backed securities and related CDOs," noted Standard &
Poor's credit analyst David Veno.  "This has required the company
to strengthen reserves to account for higher projected claims."
The additional reserves will have a significant negative effect on
operating results, which will likely cause surplus to decline to
below regulator-required minimums.

Ambac's contingency reserves as of March 31, 2009, were
approximately $1.9 billion.  The company has asked the Wisconsin
Office of the Insurance Commissioner for permission to release
some of the contingency reserves into surplus, but the Wisconsin
regulator has yet to approve such an action.

"The developing outlook on Ambac reflects the possibility that S&P
could revise the rating to 'R' if there is regulatory intervention
because of Ambac's expected weakened capital position," Mr. Veno
said.  "Alternatively, if the regulator approves the release of
contingency reserves to bolster surplus, S&P could raise the
rating, but in such circumstances, S&P would not expect to raise
the rating higher than the 'CCC' category."

The negative outlook on Ambac Financial reflects S&P's view of the
company's dependence on the dividending capabilities of Ambac to
support its debt-service obligations.  S&P would lower the rating
if Ambac is not able to provide sufficient cash to allow Ambac
Financial to service its debt.

Standard & Poor's believes that the credit characteristics of the
underlying insured municipal, corporate, and structured
transactions could be stronger than the Ambac-enhanced rating
following the downgrade.  For those issuers or issues for which
S&P currently have an underlying rating, Standard & Poor's will
revise the rating on such obligations to the SPUR or the rating on
Ambac, whichever is higher.  Standard & Poor's has suspended its
ratings on issuers or issues that do not currently carry a SPUR.

A SPUR is S&P's opinion of the stand-alone creditworthiness of an
issuer or transaction -- that is, the capacity to pay debt service
on a debt issue in accordance with its terms, without considering
an otherwise applicable bond insurance policy.  The SPUR, once
assigned, remains in place regardless of what happens to the
rating on the credit enhancer and is subject to surveillance by
Standard & Poor's.


AMERICAN HOMEBUILDERS: Taps Berger Singerman as General Counsel
---------------------------------------------------------------
American Homebuilders Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Berger
Singerman P.A. as its general counsel.

The firm will, among other things:

   a) give advise to the Debtor with respect to its powers and
      duties as debtor-in-possession and the continued management
      of its business operations;

   b) advise the Debtor with respect to its responsibilities in
      complying with the United States Trustee's operating
      guidelines and reporting requirements and with the rules of
      the Court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings and other legal documents necessary in the
      determination of the Chapter 11 case;

   d) protect the interest of the Debtor in all matters pending
      before the Court; and

   e) represent the Debtor in negotiations with its creditors and
      in the preparation of a plan.

The firm's attorneys Brian G. Rich, Esq., and Leslie Gern Cloyd,
Esq., will bill $435 and $500 per hour, respectively.  The firm's
other professionals and their hourly rates are:

      Designation              Hourly Rate
      -----------              -----------
      Attorney                 $235-$535
      Paralegals                $75-$185

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

Jacksonville, Florida-based American Homebuilders, Inc., operates
a real estate business.  The Company filed for Chapter 11 on
July 10, 2009 (Bankr. M.D. Fla. Case No. 09-05668).  Brian G.
Rich, Esq., at Berger Singerman PA, represents the Debtor in its
restructuring efforts.  The Debtor said that it has assets and
debts both ranging from $10,000,001 to $50,000,000.


AMERICAN HOMEBUILDERS: Seeks Brant Abraham as Special Counsel
-------------------------------------------------------------
American Homebuilders Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Brant Abraham
Reiter McCormick & Greene P.A. as its special counsel.

The firm will provide certain corporate assistance to the Debtor
in formulating a restructuring plan.

The firm will be paid by the Debtor based on the hourly rates of
its professionals:

      Designation              Hourly Rate
      -----------              -----------
      Senior Partners          $340
      Junior Partners          $280
      Senior Associates        $195
      Paraprofessionals        $110

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

Jacksonville, Florida-based American Homebuilders, Inc., operates
a real estate business.  The Company filed for Chapter 11 on July
10, 2009 (Bankr. M.D. Fla. Case No. 09-05668).  Brian G.
Rich, Esq., at Berger Singerman PA, represents the Debtor in its
restructuring efforts.  The Debtor said that it has assets and
debts both ranging from $10,000,001 to $50,000,000.


ANEKONA W: Court Dumps Ch. 11 Case; Foreclosure Auction Imminent
----------------------------------------------------------------
Nina Wu at StarBulletin.com reports that the Hon. Robert Faris of
the U.S. Bankruptcy Court for the District of Hawaii has dismissed
Anekona W LLC's Chapter 11 bankruptcy case, at the behest of the
U.S. Trustee.

According to StarBulletin.com, the attorneys for the Office of the
U.S. Trustee sought the dismissal of Anekona W's bankruptcy case,
claming that:

     -- The Lotus, Anekona W's sole asset in the case, was
        encumbered by two bank loans, which would leave unsecured
        creditors with nothing.  StarBulletin.com says that
        William Gilardy, Anekona W owner Brian Anderson's lawyer,
        had a contract drawn up with Colliers Monroe Friedlander
        to sell the Lotus for a list price of $14 million.

     -- Anekona W's owner, Brian Anderson, was just stalling the
        foreclosure process by filing for bankruptcy;

     -- Anekona W was incorrectly identified as a small business
        when it wasn't, and failed to comply with basic
        obligations; and

     -- there were no sales prospects for Anekona W, which
        indicated it wanted more time to sell the hotel on its own
        rather than through a state court-appointed commissioner.
        Even with a sale, there is no hope for payment other than
        to the banks.

As reported by the Troubled Company Reporter on June 1, 2009,
Anekona W was in foreclosure and scheduled to be sold at public
auction on June 12, but the bankruptcy filing effectively canceled
that auction.  First Hawaiian Bank had filed a foreclosure lawsuit
on October 27, 2008, against Anekona, claiming that the Company
owed more than $4.9 million.

Hawaiian Bank and Central Pacific Bank, whom Anekona holds
mortgages, supported the dismissal of the bankruptcy case, says
StarBulletin.com.  The report says that a foreclosure auction date
should be scheduled within the next few days.

StarBulletin.com relates that the U.S. Trustee supported
appointing a Chapter 11 trustee, but First Hawaiian opposed it.

Headquartered in Kamuela, Hawaii, Anekona W, LLC, filed for
Chapter 11 on May 27, 2009 (Bankr. D. Hawaii Case No. 09-01181).
The petition said that the Debtor had assets and debts both
ranging from $10 million to $50 million.


ANTHONY PERSICO: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Anthony T. Persico
        2 Penny Lane
        Nissequogue, NY 11780

Bankruptcy Case No.: 09-75484

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: Raymond W. Verdi Jr., Esq.
                  48 South Service Road, Suite 102
                  Melville, NY 11747
                  Tel: (631) 465-0042
                  Fax: (631) 465-0049
                  Email: hellerverdi@aol.com

Total Assets: $2,592,527

Total Debts: $6,086,488

A full-text copy of Mr. Persico's petition, including a list of
his 18 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/nyeb09-75484.pdf

The petition was signed by Mr. Persico.


ARCH COAL: Moody's Changes Outlook to Stable; Assigns 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlooks of both Arch
Coal, Inc., and its subsidiary, Arch Western Finance LLC to stable
from negative.  Moody's also assigned a B1 rating to Arch Coal's
proposed $500 million senior unsecured notes issue and affirmed
its Ba3 Corporate Family Rating.  The B1 senior unsecured rating
of AWF was also affirmed.  AWF's notes are guaranteed by its
parent, Arch Western Resources, a subsidiary of Arch Coal.  These
actions follow Arch's proposed offerings of $500 million of senior
unsecured notes and approximately $300 million of equity, the
proceeds of which will be used to finance the previously announced
acquisition of the Jacobs Ranch mine from Rio Tinto.

The change in outlook reflects Arch's placement of definitive
financing for the $761 million purchase price of the Jacobs Ranch
mine, including approximately $300 million of new equity.  The
acquisition is expected to close in the third quarter.  If the
acquisition is not completed, the company will likely use the
funds to reduce debt and/or to finance future acquisitions or
capex. Given reduced production guidance for 2009 and continued
weak spot coal prices, Moody's expect Arch to generate negative
free cash flow in 2009 as the company continues to trim
discretionary capex to preserve liquidity.  With the proceeds from
these proposed debt and equity offerings and approximately
$51 million of cash and $425 million in available revolver
availability at June 30, 2009, Arch should have sufficient
liquidity over the next 12-18 months to meet its cash
requirements.

Arch's Ba3 corporate family rating reflects the high ongoing
capex, including cash expenditures needed to acquire reserves in
the PRB, and the resultant negative free cash flow, its elevated
leverage following the acquisition of Jacobs Ranch, and the
considerable dependence on one mining complex, Black Thunder,
which will have more concentrated operations following the
acquisition of Jacobs Ranch mine.  The rating also considers the
inherent volatility in coal prices and the embedded geological and
operational risks of coal mining.  The rating favorably reflects
Arch's large reserves and production base, relatively stable
operating profile, its significant size and scale, its low-cost
surface mining operations in the PRB, and a diversified customer
base.

Assignments:

Issuer: Arch Coal, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD4,
     65%

Outlook Actions:

Issuer: Arch Coal, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: Arch Western Finance LLC

  -- Outlook, Changed To Stable From Negative

Moody's last rating action on Arch was to lower its outlook to
negative on March 9, 2009 following its announcement of the
proposed acquisition of the Jacobs Ranch mine from Rio Tinto.

Headquartered in St. Louis, Missouri, Arch Coal, Inc., is one of
the largest coal companies in the U.S. and had revenues of
approximately $3.0 billion in 2008.


ARCLIN US HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arclin US Holdings Inc.
        790 Corinth Road
        Moncure, NC 27559

Case No.: 09-12628

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Arclin U.S.A. Inc.                                 09-12629
Arclin Surfaces Inc.                               09-12630
Arclin Chemicals Holding Inc.                      09-12631
Arclin Industries U.S.A. Inc.                      09-12632
Arclin Fort Smith Inc.                             09-12633
Marmorandum LLC                                    09-12634
Boyce LLC                                          09-12635

Chapter 11 Petition Date: July 27, 2009

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

Judge: Kevin J. Carey

Debtor's Counsel: Frederick Brian Rosner, Esq.
                  Messana Rosner & Stern, LLP
                  1000 N. West Street
                  Wilmington, DE 19801
                  Tel: (302) 777-1111
                  Email: frosner@mrs-law.com

Debtors'
Co-Counsel        Dechert LLP

Debtors'
Investment
Bankers:          Alvarez & Marsal securities LLC

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

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

The petition was signed by Claudio D'Ambrosio, the company's
president.

Arclin US Holdings' List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Methanex Methanol Company                             $1,806,792
1800 Waterfront Centre
200 Burrand Street
Vancouver, British Columbia,
Canada V6C 3M1

Quality Carriers Inc.                                 $1,315,063
4910 Paysphere Circle
Chicago, Illinois 60674

Transammonia Inc.                                     $921,249
4211 West Boy Boulevard
Suite 600
Tampa, Florida

Cytec Industries                                      $737,321
5 Garret Mountain Plaza
Woodland Park
New Jersey 07424

Terral River Service                                  $705,660
10100 Highway 65 South
Lake Providence, Louisiana 71254

Georgia Gulf Chemicals                                $652,988
& Vinyls LLC
115 Perimeter Center Place
NE #4
Atlanta, Georgia 30346

Charles Schwab                                        $600,520
425 Market Street
7th Floor
San Francisco, California 94105

Dyno Nobel Inc.                                       $466,588
2650 Decker Lake Boulevard
Suite 300
Salt Lake City, Utah 84119

Univar USA Inc.                                       $451,154
2200 Chemin Street Francois
Dorval, Quebec
Canada H9T 3J1

Kapstone Charleston                                   $426,890
Kraft LLC
2278 Paysphere Circle
Chicago, Illinois 60674

Technocell Dekor US                                   $404,040
A Division of Felix Schoeller
179 County Route 2A
Pulaski, New York 13142

Ameropa North America Inc.                            $308,473
2502 North Rocky Point Drive
Suite 160
Tampa, Florida 33607

Arjo Wiggins USA                                      $304,161
3246 Paysphere Circle
Chicago, Illinois 60674

Agrium US Inc.                                        $295,025
364 Treasury Centre
Chicago, Illinois 60694

Agrolinz Melamine North America                       $246,932

Wausau Paper Specialty Product                        $244,736

Sunoco Inc. (R&M)                                     $237,775

Willamette Valley Company                             $190,861

Akzo Nobel Coatings Inc.                              $184,981

Mitsubishi Gas Chemical                               $132,557
America Inc.

Interprint GMBH                                       $125,815

Olin Corp.                                            $123,057

Simplot                                               $120,255

DSM Melamine Americas Inc.                            $120,066

Cartiere Di Guarcino                                  $90,162

Ineos Phenol Inc.                                     $84,635

Tarr, LLC                                             $76,907

Simpson Tacoma Kraft                                  $76,139
Co. LLC

Covington Electric Cooperative                        $71,746

Progress Energy                                       $67,207


ASARCO LLC: Gets Nod to Employ Unnamed Consulting Expert
--------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
ASARCO LLC asked the Bankruptcy Court's authority to employ a
consulting expert to provide litigation-related services to ASARCO
LLC's counsel and the Debtors' testifying experts in connection
with pending or anticipated litigation as part of the plan
confirmation hearing scheduled to begin on August 10, 2009.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that the application is being filed on a no-name
basis to avoid a disclosure of the identity of the professional
and other details of his scope of work to the counterparties in
the relevant litigation, which may place the Debtor in a
disadvantaged position.  ASARCO LLC also seeks to file the
Consulting Expert's disinterestedness affidavit under seal.

The Consulting Expert will be paid $675 per hour for his services
and will be reimbursed for his actual and reasonable costs and
expenses.  Mr. Kinzie notes that it is anticipated that the total
fees and expenses payable to the Consulting Expert will not
exceed $100,000.

ASARCO LLC seeks Court approval of the terms of its engagement
letter with the Consulting Expert.

According to Mr. Kinzie, the Consulting Expert has maintained
that he does not have or represent any interest adverse to the
Debtors or the bankruptcy estates on the matters for which he is
being retained, and that he otherwise meets the "disinterested
person" definition as set forth in Section 101(14) of the
Bankruptcy Code.

                        Parent Objects

Asarco Incorporated and Americas Mining Corporation objects to
the Consulting Expert employment application and the request to
seal the application, contending that ASARCO LLC has not
disclosed sufficient information about the proposed Consulting
Expert, Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP,
in Houston, Texas, tells Judge Schmidt.

Without citing any authority as support, ASARCO LLC relies on
conclusory statements in the Application that the retention of
the Consulting Expert is necessary and will provide value to the
Debtors' bankruptcy estates, Mr. Beckham argues.  He notes that
ASARCO LLC failed to provide information on the identity and
qualification of the Consulting Expert or the scope of the
proposed expert's work for the Debtors.  As a result, it is
impossible for the Parent or any other party to evaluate and
properly respond to the relief ASARCO has requested, Mr. Beckham
says.

                         *     *     *

For reasons stated in open court, Judge Schmidt grants ASARCO's
request to employ the Consulting Expert and to file under seal
the Disinterestedness Affidavit.

                         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)


ASCENDANT UTAH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ascendant Utah, LLC
        5440 W. Sahara Ave 3rd Floor
        Las Vegas, NV 89146

Case No.: 09-23539

Chapter 11 Petition Date: July 28, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  218 S Maryland Pky.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987
                  Email: atty@cburke.lvcoxmail.com

Total Assets: $47,000,210

Total Debts: $33,513,303

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


ASTORIA GENERATING: S&P Puts 'BB-' Rating on $430 Million Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-' rating
on Astoria Generating Co. Acquisitions LLC's $430 million
($283.6 million as of June 30, 2009) first-lien term loan due 2013
and its $100 million first-lien working capital facility due 2012
on CreditWatch with negative implications.  The recovery is '1',
indicating that lenders can expect a very high (90%-100%) recovery
of their principal in a default scenario.

S&P also placed the 'B' rating on the $300 million ($300 million
outstanding as of June 30, 2009) second-lien term bank loan due
2013 on CreditWatch with negative implications.  S&P changed the
recovery rating on the second-lien loan to '3' from '4',
indicating that lenders can expect can expect a meaningful
recovery (50%-70%) in the event of payment default.  The change
was driven by a change in S&P's recovery default scenario and by
S&P's more optimistic view of market capacity prices in New York
Zone "J" through end of 2012.

Astoria Gen, a subsidiary of US Power Generating Co. (USPG), owns
three separate sites with generating assets -- Astoria, a 1,296 MW
natural gas/fuel oil-fired plant in Queens, N.Y., and the Gowanus
and Narrows sites (872 MW), two barge-mounted facilities using
combustion turbines, largely for peaking capacity in Brooklyn, New
York.

The negative CreditWatch listing indicates that S&P could lower
the ratings in the next few months.

"The ratings of Astoria Gen are constrained by S&P's view of
parent USPG's consolidated creditworthiness," said Standard &
Poor's credit analyst Trevor D'Olier-Lees.

The other assets of USPG are the Boston Gen power plants.  In
S&P's opinion, there is too much debt to be supported at Boston
Gen by market economics.  Although Boston Gen has been exploring
restructuring options for its debt and its holding company, there
is increasing uncertainty as to the outcome and this may have an
adverse effect on USPG's consolidated creditworthiness and
hence the Astoria ratings.


ASYST TECHNOLOGIES: US Trustee Wants 20 Firms to Pass Fee Process
-----------------------------------------------------------------
Barbara A. Matthews, the U.S. trustee overseeing the bankruptcy of
Asyst Technologies Inc., has objected to the terms of the hiring
of 20 law firms to handle foreign intellectual property matters
purportedly in the ordinary course of business.

The U.S. Trustee asserts that the Debtors' application to hire the
firms must include a verified statement of each special counsel,
in accordance with Section 327(e) of the Bankruptcy Code.  The
U.S. Trustee adds that in accordance with Section 330(a)(1), fee
applications must be submitted to the Court and the U.S. Trustee.

The Debtor has proposed to hire the firms in the ordinary course
of business, noting that they are providing services unrelated to
the bankruptcy case and the fees charged by the firms won't be
costly.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- makes, sells and supports integrated
hardware and software systems primarily for semiconductor and flat
panel display manufacturing industries.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
The Debtor is hiring Epiq Bankruptcy Solutions LLC --
https://www.claim-agent.net/AsystReorg/ -- as notice and claims
agent.  AlixPartners  serves as financial advisor.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors.  As of December 31,
2008, Asyst had total assets of $295,782,000 and total debts of
$315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Japan
Holdings Company, Inc., and Asyst Technologies Japan, Inc.,
entered into related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


AVALANCHE LLC: Case Summary 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Avalanche, LLC
        P.O. Box 834
        Grand Blanc, MI 48480

Bankruptcy Case No.: 09-34010

Chapter 11 Petition Date: July 27, 2009

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

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: David J. Fisher, Esq.
                  200 St. Andrews Rd.
                  Saginaw, MI 48638
                  Tel: (989) 792-9641
                  Email: djfsecretary@smithbovill.com

Total Assets: $1,345,700

Total Debts: $5,996,989

A list of the Company's 16 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/mieb09-34010.pdf

The petition was signed by Jeffrey S. Brayan, owner of the
Company.


B&C MACHINE: Defaults in Huntington Bank Loan; Files for Ch 11
--------------------------------------------------------------
B&C Machine Co. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Northern District of Ohio.

B&C Machine said in court documents that unanticipated market
challenges hurt its operations and cash flow which, according to
Jim Mackinnon at Beacon Journal, resulted in a default under its
loan agreement with Huntington Bank.

According to court documents, B&C Machine failed to reach a new
agreement with Huntington Bank, and the bank took action that, as
of July 15, left the Company without funds to operate.  Beacon
Journal relates that B&C Machine laid off its 123 workers on
July 17, saying that its bank refused to provide the money it
needed to operate.

Beacon Journal quoted Marc Merklin, Esq., at Brouse McDowell,
which assists B&C Machine in its restructuring efforts, as saying,
"We're trying to reopen.  If the Court rules against us, it's a
liquidation."  The Hon. Marilyn Shea-Stonum would determine
whether B&C Machine can resume opertions and bring back at least
some of the work force, the report says, citing Mr. Merklin.

Mr. Merklin said that B&C Machine's bankruptcy filing isn't
related to the B&C Corp.'s Chapter 11 bankruptcy filing in April,
Beacon Journal relates.

B&C Machine's largest customer, Dana Corp., which also had filed
for Chapter 11 bankruptcy, reduced business with B&C Machine,
Beacon Journal says.

Barberton-based B&C Machine Co. is a privately owned machine shop
at 401 Newell Street.  It is owned by members of the Bilinovich
family in the Barberton area.  The primary owner is B&C Partners
LLC, 401 Newell St., Barberton, made up of Bilinovich family
members, with 96.08 percent of company stock, and Louis Bilinovich
of 5208 Wooster Road W., Norton, with the remaining shares.  B&C
Machine makes parts primarily for heavy trucks and locomotives.
It is a full-service machining business for the automotive, heavy
truck, railroad, motorcycle, and appliance industries.


B&C MACHINE CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: B&C Machine Co., LLC
        401 Newell Street
        PO Box 69
        Barberton, OH 44203

Bankruptcy Case No.: 09-53294

Chapter 11 Petition Date: July 27, 2009

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

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Kate M. Bradley, Esq.
                  Brouse McDowell
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Email: kbradley@brouse.com

                  Marc Merklin, Esq.
                  Brouse McDowell, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601
                  Email: mmerklin@brouse.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
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ohnb09-53294.pdf

The petition was signed by Brandon Bilinovich, president of the
Company.


BASHAS' INC: Has Interim Access to Cash Collateral
--------------------------------------------------
Bashas' Inc. and its debtor-affiliates have asked the U.S.
Bankruptcy Court for the District of Arizona to allow them to use
their lenders' cash collateral.

The Debtors generate between $35 to $40 million in cash proceeds
from the sale of goods and services weekly.  Without the ability
to utilize the proceeds of the sale of inventory, which
constitutes as cash collateral, the Debtors' business will cease.

Frederick J. Peterson, Esq., at Michael W. Carmel, Ltd., relates
that traditionally, the lenders advanced funds for operations and
have been repaid from the proceeds of the sale of the Debtors'
goods and services.  As a result of the agreements entered into by
the Debtors on April 14, 2009, the lenders now claim a security
interest in the Debtors' inventory.

The Debtors owe the secured lenders under a $110 million revolving
credit facility and various notes.  As of the petition date, Bank
of America N.A., claims to be owed $44 million in principal; Wells
Fargo N.A., $46 million in principal; and Compass Bank, $20
million under the revolving line of credit.

                  Interim Use of Cash Collateral

The Debtors have reached a stipulation with certain noteholders
group and the collateral agent for bank group regarding the
Debtors' interim use of cash collateral.

The parties agree that the Debtors will be able to use cash
collateral until the earlier of July 31, 2009, and the occurrence
of an event of default.

The lenders will be granted replacement liens.

The Debtors will be able to use cash collateral in accordance with
a budget, a copy of which is available for free at:

       http://bankrupt.com/misc/Bashas_July31Budget.pdf

The stipulating noteholders are Prudential Insurance Company of
America, Northern Life Insurance Company, Hartford Life Insurance
Company, Hartford Life Insurance Company, Reliastar Life Insurance
Company, Pruco Life Insurance Company, Prudential Retirement
Insurance and Annuity Company, and United of Omaha Life Insurance
Company.  The Bank Group comprises Wells Fargo Bank, N.A., Bank of
America N.A. and Compass Bank.

The Noteholders are represented by attorneys at Bingham McCutchen.
The Bank Group is represented by Bryan Cave LLP.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its two 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.  Michael W.
Carmel, Ltd. is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BASHAS' INC: Proposes to Access $45MM of DIP Financing
------------------------------------------------------
Bashas' Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Arizona to allow them to incur
postpetition debt secured by a first priority lien on their real
property.

Frederick J. Peterson, Esq., at Michael W. Carmel, Ltd., co-
counsel to the Debtors, relates that the Debtors cannot operate
their grocery store business without access to financing.  Grace
Financing Group, LLC, has agreed to lend the Debtors up to $43
million postpetition.

The DIP financing will total $45 million as it includes a roll-
over of $2 million the Debtors owed Grace prepetition.

The parties have signed a DIP credit agreement.  Pursuant to the
loan agreement, the financing will mature at the earlier of two
years after the commencement of the bankruptcy case and the
confirmation of a plan.  The loans will bear interest at 8% per
annum.

A copy of the Loan Agreement is available at:

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

The Bankruptcy Court has issued an interim order approving the DIP
financing.  The Debtors will be able to access $14 million on the
interim.  Final hearing on the DIP financing was scheduled for
July 29.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its two 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.  Michael W.
Carmel, Ltd. is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BASHAS' INC: U.S. Trustee Forms 9-Member Creditors Committee
------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for the District of
Arizona, has appointed nine creditors to an official committee of
unsecured creditors in Bashas' Inc. and its affiliates' Chapter 11
case.  The Committee members are:

   1. Pension Benefit Guaranty Corporation
      Attn: Brad Rogers
      1200 K Street, N.W.
      Washington, D.C. 20005-4026
      (202) 326-4020 ext. 3029 (phone)
      (202) 326-4112 (fax)

   2. Coca-Cola Enterprises, Inc.
      Attn: William Kaye
      31 Rose Lane
      East Rockaway, NY 11518
      (516) 374-3705 (phone)
      (516) 569-6531 (fax)

   3. PepsiCo Inc.
      Attn: Joe Guthner
      7701 Legacy Drive
      Plano, TX 75024
      (972) 334-7253 (phone)
      (972) 334-7237 (fax)

   4. Cardinal Health 411, Inc.
      Attn: Matthew McPeek
      7000 Cardinal Place
      Dublin, OH 43017
      (614) 553-3278 (phone)
      (614) 652-8176 (fax)

   5. Shamrock Foods Company
      Attn: Michael Jamison
      2228 N. Black Canyon Hwy
      Phoenix, AZ 85009
      (602) 477-2417 (phone)
      (602) 258-4439 (fax)

   6. Kalil Bottling Company
      Attn: William Ourand
      931 S. Highland Avenue
      Tucson, AZ 85719
      (520) 622-5811 ext. 117 (phone)
      (520) 624-0321 (fax)

   7. Kraft Foods
      Attn: Sandra Schirmang
      Three Lakes Drive, NF463
      Northfield, IL 60093
      (847) 646-6719 (phone)
      (847) 646-4479 (fax)

   8. Hickman's Egg Ranch, Inc.
      Attn: Jim Manos
      6515 S. Jackrabbit Trail
      Buckeye, AZ 85326
      (623) 872-2315 (phone)
      (623) 872-9220 (fax)

   9. Cold Mountain Mechanical, Inc.
      Attn: Heidi LoVerde
      2715 W. Grovers Avenue, #100
      Phoenix, AZ 85053
      (602) 548-0579 (phone)
      (602) 548-1901 (fax)

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.  The
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its two 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.  Michael W.
Carmel, Ltd. is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BASHAS' INC: U.S. Trustee Sets Meeting of Creditors for August 11
-----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Bashas' Inc.'s Chapter 11 case on Aug. 11, 2009, at 2:00 p.m.
The meeting will be held at the U.S. Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona.

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.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its two 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.  Michael W.
Carmel, Ltd. is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BASHAS' INC: Has Until August 17 to File Schedules & Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended
until August 17, 2009, Bashas' Inc.'s time to file its schedules
and statements of financial affairs.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

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.  Michael W.
Carmel, Ltd. is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BASHAS' INC: Proposes Stinson Morrison for UFCW Litigation
----------------------------------------------------------
Bashas' Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Arizona for permission to engage the
services of Stinson Morrison Hecker LLP as special counsel.

SMH will represent the Debtors in connection with a litigation
involving a union, and not in conducting the bankruptcy case.

The Debtors have pursued claims against the International United
Food and Commercial Workers Union and its alleged co-conspirators
for intentional interference with Debtors' business expectancies,
defamation, injurious falsehood, violations of A.R.S. Sec. 13-
2314.04 (state RICO), trespass, breach of contract, breach of the
implied covenant of good faith and fair dealing against Campesina,
and tortious interference with contractual relations.

The discounted rates for attorneys working on the Union Litigation
currently range from $110 to $275 per hour, and $80 to $100 per
hour for paralegal time, $67.50 for computer technology personnel,
and are typically adjusted on an annual basis.

To the best of Debtors' knowledge, SMH does not represent or hold
any interest adverse to the Debtor or to its estate with respect
to the matter on which SMH is to be employed.

The firm may be reached at:

    Mark D. Hinderks, Esq.
    Stinson Morrison Hecker LLP
    1850 N. Central Avenue, Suite 2100
    Phoenix, Arizona 85004

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its two 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.  Michael W.
Carmel, Ltd. is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BEARINGPOINT INC: Expects to Close EMEA Unit Sale by Aug. 31
------------------------------------------------------------
BearingPoint, Inc., is working with BE Partners B.V. -- a newly
formed company established by a significant majority of the
managing directors of the Company's practice in Europe, Middle
East and Africa -- towards completion of the sale of the Company's
EMEA practice to the local management by August 31, 2009.

As reported by the Troubled Company Reporter, the Board of
Directors of BearingPoint on April 20, 2009, authorized the
Company to enter into a non-binding term sheet for the sale of its
EMEA business to local management.  On July 17, the Company; BE
Holdings I CV, a subsidiary of the Company; certain other
affiliates of the Company; and the Purchaser entered into an
Agreement for the Sale and Purchase of the Share Capital of
BearingPoint Europe Holdings B.V., BearingPoint's European holding
company.

The Purchaser will acquire all of the Company's EMEA practice for
an aggregate purchase price of roughly $69 million in total
consideration.  The EMEA practice will continue to operate under
the BearingPoint name following the completion of the Share Sale
Agreement.

The Company is pursuing the sale of all or substantially all of
its businesses and assets to a number of parties.  The Company
expects that the sale transactions will result in modification of
the plan of reorganization originally filed with the Bankruptcy
Court on February 18, 2009 and, if the Company is successful in
selling all or substantially all of its assets, in the liquidation
of the Company's business and the Company ceasing to operate as a
going concern.

The EMEA Transaction contemplates that aggregate consideration
will be provided to the Company and its affiliates (including
repatriation of excess cash currently held by the EMEA practice)
of roughly $69 million, as follows:

     -- in settlement of certain intercompany charges,
        BearingPoint Europe and its subsidiaries transferred
        roughly $8.1 million to Seller and was to transfer an
        additional $5.9 million to Seller by July 24, 2009;

     -- at the completion date of the EMEA Transaction, the
        Purchaser will pay to the Seller $5 million as
        consideration for the sale of the shares of BearingPoint
        Europe;

     -- at the completion date of the EMEA Transaction,
        BearingPoint Europe and its subsidiaries will pay to
        Seller roughly $35 million in settlement of certain
        payables owed from BearingPoint Europe and its
        subsidiaries to the Company and its subsidiaries; and

     -- at the completion date of the EMEA Transaction,
        BearingPoint Europe will enter into a loan agreement to
        evidence pre-existing intragroup indebtedness in the
        amount of $15 million owed by BearingPoint Europe to the
        Seller, with the loan maturing in three months and bearing
        interest at a rate of 8% per annum.

The Company has agreed to provide certain transition services to
the Purchaser following completion of the EMEA Transaction for a
separate fee.

In connection with the EMEA Transaction, Dallas Projects Holdings,
Limited, a subsidiary of the Company, will establish a trust under
the laws of the Cayman Islands that will survive the wind-down of
the Company's domestic operations.  The Trust will own certain
BearingPoint trademarks, BearingPoint domain names and associated
goodwill and may license the BearingPoint trademarks to third
parties in accordance with the terms of the Trust.

The EMEA Transaction is subject to (i) the approval of the
Bankruptcy Court, (ii) the formation of a trust to which certain
intellectual property rights will be transferred for the benefit
of the Purchaser and (iii) the Company being released from certain
outstanding letters of credit issued in respect of the Company's
EMEA practice.  There can be no assurance that the EMEA
Transaction will be approved by the Bankruptcy Court or that the
EMEA Transaction will be completed.

The Purchaser may terminate the Share Sale Agreement if:

     -- the Seller breaches any material covenant or obligation
        under the Share Sale Agreement;

     -- the Seller modifies, amends or alters the Approval Order
        in any material respect without the consent of the
        Purchaser; or

     -- the Bankruptcy Court does not enter the Approval Order
        within 30 days after the related motion is filed with the
        Bankruptcy Court.

The Seller may terminate the Share Sale Agreement if BearingPoint
Europe (or certain of its subsidiaries) defaults on the obligation
to pay the Additional Amount to Seller for more than two business
days after the date such payment is due.

                         About BearingPoint

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

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

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


BEARINGPOINT INC: Expects to Close Brazilian Unit Sale by Aug. 7
----------------------------------------------------------------
BearingPoint, Inc., says the deal to sell its consulting business
in Brazil is expected to close on or prior to August 7, 2009, and
is subject to customary closing conditions.

As reported by the Troubled Company Reporter, the Company and
certain of its subsidiaries on July 9, 2009, entered into a Stock
Purchase Agreement with CSC Brazil Holdings LLC and Computer
Sciences Corporation for the sale of the Company's consulting
business in Brazil.  CSC agreed to purchase BearingPoint, S.A., a
wholly owned subsidiary of the Company, through the purchase of
all issued and outstanding shares of common stock of BearingPoint
Brazil, for $7.9 million.

The Bankruptcy Court approved the Brazil Transaction on July 23,
2009.

BearingPoint says there can be no assurance that the Brazil
Transaction will be completed.

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

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

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


BERNARD MADOFF: SIPC Trustee Sues Ruth Madoff to Recover $45MM
--------------------------------------------------------------
Irving L. Picard, the Trustee appointed to liquidate the business
of Bernard L. Madoff Investment Securities LLC, has filed a
lawsuit against Ruth Madoff, the wife of Bernard L. Madoff,
seeking to recapture at least $44,822,355 in funds that were
transferred from BLMIS during the past six years directly to Mrs.
Madoff or for her benefit to companies in which she was an
investor.

In the Trustee's complaint, filed in Bankruptcy Court in Manhattan
by the Trustee's law firm, Baker & Hostetler LLP, Mr. Picard
details 111 transactions which he alleges were fraudulent
transfers or conveyances recoverable under the Bankruptcy Code.

Noting that "for decades, Mrs. Madoff lived a life of splendor
using the money of BLMIS's customers," Mr. Picard states in the
complaint that "regardless of whether or not Mrs. Madoff knew of
the fraud her husband perpetrated" money she received from BLMIS
should be recovered "to the extent possible for the benefit of
BLMIS and its defrauded customers."

On June 26, 2009, when Bernard Madoff was sentenced to a 150-year
jail sentence, Madoff agreed to forfeit all of their assets to the
United States government, which, in turn, agreed not to contest
Mrs. Madoff's claim to $2.5 million.  But that forfeiture
expressly provides that it "does not in any way preclude . . .
Irving H. Picard, Esq., as trustee for the liquidation of the
business of defendant Bernard L. Madoff Investment Securities LLC
. . . from seeking to recover the Funds from Ruth Madoff."

Mr. Picard states in the complaint that "while Madoff's crimes
have left many investors impoverished and some charities
decimated, Mrs. Madoff remains a person of substantial means.  The
inequity between Mrs. Madoff's continuing financial advantages and
the economic distress of Madoff's customers compels the Trustee to
bring this action."

                      About Bernard L. Madoff

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.


BERNARD MADOFF: Court to Hear Investors' Suit vs. Picard Aug. 25
----------------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York will hear on August 25 a motion by
Irving H. Picard, the trustee for Bernard L. Madoff Investment
Securities LLC, to dismiss a lawsuit filed by three investors
defrauded by Bernard Madoff.

Diane and Roger Peskin and Maureen Ebel filed on June 10 a
complaint against Mr. Picard.  Counsel to the plaintiffs, Helen
Davis Chaitman, Esq., at Phillips Nizer LLP, alleges that the
Peskins and Ms. Ebel were defrauded by Mr. Madoff prepetition out
of their life savings.  Now, they are being victimized
postpetition by Mr. Picard who is improperly acting to protect the
brokerage industry represented by the Securities Investor
Protection Corporation at plaintiffs' expense, she asserts.

According to Ms. Chaitman, Mr. Picard, as the SIPA trustee, "owes
a fiduciary duty to the customers and creditors of a liquidating
broker dealer akin to the fiduciary duty a bankruptcy trustee owes
a debtor's estate and creditors".  In breach of his fiduciary
duty, Mr. Picard has refused to pay plaintiffs the $500,000 in
SIPC insurance to which they are entitled under the express
provisions of SIPA.  Mr. Picard has insisted that he is entitled
to withhold from Plaintiffs sums they withdrew from their Madoff
accounts within the 90 days preceding the institution of the SIPA
case, pursuant to 11 U.S.C. Sec. 547.

Ms. Chaitman asserts that the fact that a few out of more than
8,000 Madoff investors may have been Madoff's co-conspirators does
not justify SIPC's cheating the remaining, totally innocent
investors of their statutory maximum payment of $500,000 in SIPC
insurance.

The Plaintiffs seek both compensatory damages and a declaratory
judgment pursuant to the Federal Declaratory Judgment Act, 28
U.S.C. Sec. 2201, et seq., that, among other things, the SIPC has
an obligation to promptly pay investors up to $500,000 in SIPC
insurance.  They also seek a declaration that Mr. Picard is
obligated to recognize plaintiffs' claims in the amount of their
"net equity" as defined by SIPA, i.e., the balance shown on their
November 30, 2008 statements;

As of November 30, 2008, the last month for which the Peskins
received a Madoff account statement, the value of their account
was $3,247,367.  Mrs. Ebel had two accounts with balances of
$2,532,141 and $4,729,125 as of November 30.

The Plaintiffs' counsel may be reached at:

     PHILLIPS NIZER LLP
     Helen Davis Chaitman, Esq.
     666 Fifth Avenue
     New York, NY 10103-0084
     (212) 841-1320
     hchaitman@phillipsnizer.com

A copy of the Complaint is available for free at:

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

In its Motion to Dismiss, Mr. Picard denies that he has breached
his fiduciary duties.  According to his lawyer, David J. Sheehan,
Esq., at Baker & Hostetler LLP, the trustee's duty is not to the
Plaintiffs as individual customers, or even to a particular class
of creditors.  Rather, the Trustee's duty is to the estate as a
whole and the Plaintiffs have not alleged such a breach, Mr.
Sheehan points out.  Thus, the Plaintiffs cause of action must
fail, he asserts.

Mr. Sheehan also asserts that it is well within the Trustee's
authority to commence preference actions in an attempt to maximize
recoveries for all of the defrauded customers of BLMIS.  Where the
Trustee has offset any preferential transfers received by the
customer from the SIPC advance, the funds are placed into the fund
of customer property for the benefit of all customers of BLMIS.

Mr. Sheehan added that the Complaint violate the Court's order of
December 23, 2008, establishing the claims process for this SIPA
liquidation.

The Plaintiffs seek a declaration that the Trustee is required to
allow customer claims in the amount shown on the November 30, 2008
statement issued by BLMIS.  Because those customer statements
issued by BLMIS were based on fictitious profits, the Trustee has
disregarded them for purposes of this determination. Instead, the
Trustee is allowing claims in the amounts that a customer actually
deposited with BLMIS, less the amounts that the customer withdrew
from the account, sometimes referred to as the "cash in/cash out"
approach.

Mr. Sheehan clarifies that in this proceeding, pursuant to Section
78fff-3(a)(1) of SIPA, SIPC is advancing to the Trustee monies up
to $500,000 per customer's net equity, without regard to any
subsequent offset by the Trustee.

The November 30, 2008 statements issued by BLMIS showed that the
"value" of all customer accounts was $64.8 billion. However, the
total amount of funds deposited but not withdrawn from BLMIS was
less than $20 billion.

                      About Bernard L. Madoff

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.


BH S&B HOLDINGS: Presses to Convert Case to Chapter 7 Liquidation
-----------------------------------------------------------------
Ableco Finance LLC insists that the bankruptcy proceedings of BH
S&B Holdings LLC should be converted to Chapter 7 liquidation,
citing that the Debtor has made no convincing arguments.

BH S&B has objected to Ableco's proposal, saying it is well on its
way to reconciling its outstanding claims and that a Chapter 11
plan is still a possibility.

Ableco, in its Motion to Convert, presented these arguments:

  -- The Debtors have ceased operations and finished liquidating
     their assets back in January and therefore have no ability
     to rehabilitate.  During the past four months the Debtors
     have not generated any operating revenues, and the estates
     continue to incur administrative expenses well in excess of
     any collections.

  -- There are no unusual circumstances present such that
     conversion would not be in the best interests of creditors
     and these estates.  Other than prosecuting claim objections
     and estate causes of action and taking steps to ensure that
     any remaining rights of the estates to cash and other assets
     are recovered, there is nothing else to do.  To the extent
     there are any distributions to be made to creditors, they
     can be made more economically in Chapter 7.

  -- The Debtors have had more than three months to analyze
     administrative claims to determine whether a Chapter 11 plan
     is even feasible in these cases, but have failed to get that
     done.

  -- The Debtors' extended stay in Chapter 11 benefits only the
     6 professional firms employed at the expense of the Debtors'
     estates, including 3 professional firms retained by the
     Creditors Committee.  A Chapter 7 trustee, with 1 or 2
     professionals can perform the remaining tasks required to
     bring these cases to an expeditious close and do so in a
     manner compatible with the best interests of all parties
     involved.

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

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

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

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

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

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

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


BIOPURE CORP: Officially Delisted From Nasdaq Stock Market
----------------------------------------------------------
The Nasdaq Stock Market, LLC, has determined to remove from
listing the common stock of Biopure Corporation, effective at the
opening of the trading session on August 7, 2009.

Based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rules 5550(b), 5100,
5110(b) and IM-5100-1.  The Company was notified of the Staffs
determination on July 13, 2009, and July 17, 2009.  The Company
did not appeal the Staff determination to the Hearings Panel, and
the Staff determination to delist the Company became final on
July 22, 2009.

Based in Cambridge, Massachusetts, Biopure Corporation --
http://www.biopure.com/-- develops and markets pharmaceuticals,
called oxygen therapeutics, that are intravenously administered to
deliver oxygen to the body's tissues.

Biopure filed for Chapter 11 bankruptcy protection on July 16,
2009 (Bankr. D. Mass. Case No. 09-16725).  Christopher J. Panos,
Esq., at Craig and Macauley, P.C., assists the Debtor in its
restructuring efforts.  The Debtor listed $5,076,000 in assets and
$2,729,000 in debts.


BKF CAPITAL: Acquires 500,000 Shares of FCStone in Open Market
--------------------------------------------------------------
BKF Capital Group, Inc., reports that during the period July 2,
2009 through July 13, 2009, it acquired a total of 500,000 shares
of FCStone Group, Inc. common stock in open market transactions at
an average price of approximately $3.97 per share or an aggregate
amount of approximately $1,985,000.

FCStone is a financial services firm that provides risk management
consulting and transaction execution services to commercial
commodity intermediaries, end-users and producers.  FCStone is
headquartered in Kansas City, Missouri and its common stock trades
on the NASDAQ Market under the symbol "FCSX."  According to
Bloomberg, FCStone had 27,930,000 shares outstanding as of July 9,
2009.  FCStone's shares closed at $4.91 apiece on July 28.  The
shares traded as high as $21 a share in August last year.

On July 2, 2009, FCStone and International Assets Holding
Corporation signed a definitive agreement to merge in a share swap
that creates a combined company with a market capitalization of
approximately $260 million.  Pursuant to the merger agreement
FCStone shareholders will receive 0.2950 shares of IAAC common
stock for each share of FCStone common stock held, thus valuing
FCStone shares at approximately $4.64 as of July 2, 2009.

IAAC is a financial services firm focused on select international
securities, foreign exchange and commodities markets.  IAAC
commits its capital and expertise to market-making and trading of
international financial instruments, currencies and commodities.
IAAC's activities are currently divided into five functional areas
-- international equities market-making, international debt
capital markets, foreign exchange trading, commodities trading and
asset management.  IAAC is headquartered in New York, New York and
its securities trade on the NASDAQ Market under the symbol "IAAC."

On July 1, 2009, the Company's Board of Directors approved a share
repurchase plan, authorizing the Company to repurchase in the
aggregate up to 1 million shares of its outstanding common stock,
$1 par value, over the 12 month period July 7, 2009, through
July 6, 2010.

BKF Capital Group, Inc., operates through a wholly owned
subsidiary, BKF Management Co., Inc. and its subsidiaries.  The
Company trades on the over the counter market under the symbol
(BKFG).  The Company is seeking to consummate an acquisition,
merger or business combination with an operating entity to enhance
BKF's revenues and increase shareholder value.

Since January 1, 2007, the Company has had no operating business
and no assets under management.  The Company's principal assets
consist of a significant cash position, sizable net operating tax
losses to potentially carry forward, its status as a publicly
traded Exchange Act reporting company and a small revenue stream
consisting of royalty payments from a departed portfolio manager.
BKF's current revenue stream will not be sufficient to cover BKF's
ongoing expenses.

                       Going Concern Doubt

Holtz Rubenstein Reminick LLP, in New York, expressed substantial
doubt about BKF Capital Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.

The auditing firm stated that the Company experienced a total loss
of assets under management and as a result the Company has had a
significant decline in revenues in 2007 and no longer has an
operating business.

The Company continues to evaluate strategic alternatives: either
commence a new business or liquidate.  Historically, the Company
has funded its cash and liquidity needs through cash generated
from operations; however, in light of the above, the Company
expects that cash generated from current operations will not be
sufficient to fund operations and that the Company will use its
existing working capital to fund operations.


BOBBY ROWE ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bobby Rowe Energy, Inc
        6615 Alt Hwy 75
        Beggs, OK 74421

Bankruptcy Case No.: 09-81217

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Stephen Rowe Oil Properties LLC                    09-81218
Rowe Oil Power Well SVC, LLC                       09-81219

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Eastern District of Oklahoma (Okmulgee)

Debtor's Counsel: Jeff Potts, Esq.
                  Potts & Jones LLP
                  1515 E Okmulgee
                  Muskogee, OK 74403
                  Tel: (918) 687-7755
                  Fax: (918) 681-3939
                  Email: jeffpottslawoffice@yahoo.com

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

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

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/okeb09-81217.pdf

The petition was signed by Stephen P. Rowe, president of the
Company.


BOSTON GENERATING: S&P Puts 'CCC+' Rating on $1.13 Billion Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC+'
ratings on Boston Generating LLC's $1.13 billion first-lien term
bank loan (1,001.8 million outstanding as of June 30, 2009),
$250 million first-lien letter of credit, and the $70 million
first-lien revolver, all due in 2013, on CreditWatch with negative
implications.  The recovery rating is '3', indicating that lenders
can expect a meaningful recovery (50%-70%) in the event of payment
default.

S&P also placed the 'CC' rating on the $350 million second-lien
term bank loan ($350 million outstanding as of June 30, 2009) due
2014 on CreditWatch with negative implications.  The recovery
rating on that loan is '6', indicating that lenders can expect
negligible recovery (0%-10%) in the event of payment default.

Boston Gen, a subsidiary of US Power Generating Co., owns
electricity generating assets with a total capacity of about 3,000
megawatts through its primary subsidiaries Mystic I LLC, Mystic
Development LLC, and Fore River Development LLC, which guarantee
Boston Gen's loans.  These subsidiaries' characteristics are:

Mystic I owns Mystic Station, a 573 MW two-unit, dual-fuel-fired,
power generation facility in Everett, Massachusetts.  Mystic
Station's generation units consist of Mystic 7, a 560 MW dual-fuel
General Electric steam electric generation unit commissioned in
1975, and Mystic 1, a 13 MW oil-fired combustion turbine unit.
The project may delist Mystic 7 as early as June 2012 as it is no
longer believed to be economic.

Mystic Development owns two 801 MW natural gas-fired combined-
cycle facilities (Mystic 8 and 9) adjacent to Mystic Station.
Mystic Development has a take-or-pay contract for natural gas with
Distrigas of Massachusetts LLC (unrated, but guaranteed by an
affiliate of GDF Suez S.A. (A/Positive/A-1)), which is close to
the plant.  The gas contract provides full fuel requirements.

Fore River owns an 801 MW natural gas-fired combined-cycle plant
in North Weymouth, Mass.  The Fore River facility consumes natural
gas or low-sulfur distillate oil, thus the dual-fuel designation.

""The CreditWatch negative listing indicates that S&P could lower
the ratings in the next few months if the outcome of the
restructuring discussions does not include a significant reduction
in debt together with other possible changes that the project is
seeking," said Standard & Poor's credit analyst Trevor D'olier-
Lees.

These include an amendment to the covenant package and a reduction
in LOC collateral needed for counterparty purposes.  There is
increasing uncertainty as to the outcome of the restructuring
discussions and at the same time market conditions continue to
weaken.


BRIAN SHULTS: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Brian Deon Shults
               Agnes Marie Shults
               107 West Bond Street
               Golconda, IL 62938

Bankruptcy Case No.: 09-41240

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtors' Counsel: Douglas A. Antonik, Esq.
                  3405 Broadway
                  PO Box 594
                  Mt Vernon, IL 62864
                  Tel: (618) 244-5739
                  Fax: (618) 244-9633
                  Email: antoniklaw@sbcglobal.net

Total Assets: $107,607

Total Debts: $823,883

A full-text copy of the Debtors' petition, including a list of
their 10 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/ilsb09-41240.pdf

The petition was signed by the Joint Debtors.


CANWEST GLOBAL: To Close Victoria & Red Deer Stations on Aug. 31
----------------------------------------------------------------
Canwest Global Communications Corp. said its strategic review of
five television stations that make up its second conventional
network, which included CHBC, has concluded that there are no
viable options for CHEK-TV in Victoria and CHCA-TV in Red Deer,
and that the stations will be closed on August 31, 2009.

Last month, Canwest reached a conditional agreement to sell CHCH-
TV in Hamilton and CJNT-TV in Montreal protecting community
programming and local jobs.

"When we began this process about six months ago to determine if
there was any way to keep these local stations on the air in the
current regulatory environment, we said that we would examine
every avenue," Canwest Broadcasting President Peter Viner said.
"From the outset, we said that closing stations would only be
considered as a last resort.  We recognize that the decision to
close CHCA and CHEK will negatively impact the employees of those
stations and the communities that those stations have served so
well."

Mr. Viner added: "I'm pleased to say that since then, we have been
able to find creative solutions for three of the five stations,
which will sustain more than three-quarters of the jobs impacted
by the review."

Mr. Viner said that CHBC will continue to provide viewers with at
least seven hours of trusted local news and information, adding
that CHBC would also feature Global's strong program lineup, which
includes some of the biggest hit shows on television.

"After reviewing this distinct market's relatively strong economy,
the audience share of its local news product and recent changes to
the regulatory regime we have determined that CHBC can be viable
as a part of the Global network," Mr. Viner said.

On February 5, 2009, Canwest announced a strategic review of CHCH,
CJNT, CHCA, CHBC and CHEK. During this process, a number of
parties expressed an interest in certain of the stations, but none
of them came forward with a concrete plan or the funding that
provided any level of certainty for the stations, the employees or
the communities that they serve.  The process was extended a
number of times to allow parties to obtain financing or develop
their business plans.

Mr. Viner said that Canwest will continue to vigorously pursue
regulatory change that will ensure the long term viability of
conventional television in Canada and that recognizes its role in
creating jobs, local news and other Canadian content.  The Company
looks forward to making its case at September's comprehensive
policy review.

Canwest Global also said its subsidiary, Canwest Television
Limited Partnership, will rebrand its conventional television
station CHBC-TV in Kelowna into a Global affiliate on September 1,
2009.

                       About Canwest Global

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 after the Company failed to pay $10 million due under its
senior secured credit facility on May 29, 2009, the end of the
company's fiscal quarter.  This suggests that CLP has chosen to
force the issue with its bank lenders, and is also likely an
indication that ongoing negotiations with the bank lenders were
not going well, according to Moody's.  Since the payment includes
a principal component and there is no cure period, the bank credit
facility is now in default.  The lenders have not accelerated
repayment.

The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'.  S&P also lowered the rating on the
Company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.


CAPMARK FIN'L: Cancels Services Deal with Five Mile, Goldman et al
------------------------------------------------------------------
Capmark Financial Group Inc. on July 24, 2009, entered into a
letter agreement with consultants Five Mile Capital Partners LLC;
Goldman, Sachs & Co.; GMAC Mortgage Group LLC; Kohlberg Kravis
Roberts & Co., L.P.; and Dune Capital Management LP.

The Agreement terminated the Management Agreement, dated as of
March 23, 2006, by and among the Company and the Consultants
pursuant to which the Consultants provided the Company with
management and advisory services, effective as of December 31,
2008.

Under the terms of the Management Agreement, the Consultants were
entitled to receive an annual management fee and reimbursement for
reasonable out-of-pocket expenses.  The Agreement provides that
Section 3 of the Management Agreement with respect to expenses
accrued prior to the Termination Date will survive indefinitely
and Section 4 of the Management Agreement with respect to
indemnification will survive for a period of three years from the
Termination Date.

As of June 30, 2009, GMACCH Investor LLC, an investor entity owned
by affiliates of Five Mile, GS, KKR and Dune, owned roughly 75.4%
of the Company's common stock and GMAC owned roughly 21.3% of the
Company's common stock.

A full-text copy of the Letter Agreement is available at no charge
at http://ResearchArchives.com/t/s?4036

                          About Capmark

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                            *   *   *

As reported by the TCR on Apr. 30, 2009, Moody's Investors Service
downgraded the senior unsecured ratings of Capmark Financial Group
Inc. to 'Caa1' from 'B2', with the rating remaining under review
for possible downgrade.  The rating action reflects the
explanatory note in Capmark's 10-K filing in which its auditors
raise doubt about the company's ability to continue as a going
concern, as well as the still unresolved nature of Capmark's
efforts to modify the terms of its bridge loan agreement and
senior credit facility, which could have implications for its
liquidity and funding.


CAPMARK FIN'L: Gregory McManus to Step Down as CFO and EVP
----------------------------------------------------------
Gregory J. McManus on July 17, 2009, announced his intention to
resign from his positions as Chief Financial Officer and Executive
Vice President of Capmark Financial Group Inc.  Mr. McManus'
resignation is expected to be effective on or about August 14,
2009.  Mr. McManus' resignation was not as a result of any
disagreement with the Company.

The Company is currently evaluating candidates for the Chief
Financial Officer position.

                          About Capmark

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                            *   *   *

As reported by the TCR on Apr. 30, 2009, Moody's Investors Service
downgraded the senior unsecured ratings of Capmark Financial Group
Inc. to 'Caa1' from 'B2', with the rating remaining under review
for possible downgrade.  The rating action reflects the
explanatory note in Capmark's 10-K filing in which its auditors
raise doubt about the company's ability to continue as a going
concern, as well as the still unresolved nature of Capmark's
efforts to modify the terms of its bridge loan agreement and
senior credit facility, which could have implications for its
liquidity and funding.


CEDAR FAIR: Moody's Gives Negative Outlook; Keeps 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service changed Cedar Fair, L.P.'s rating
outlook to negative from stable, and affirmed the company's Ba3
Corporate Family Rating, B1 Probability of Default Rating, and
SGL-3 speculative-grade liquidity rating.  The outlook change
reflects Moody's concern that continued weakness in consumer
spending into 2010 could make it increasingly challenging for
Cedar Fair to meet the step downs in its debt-to-EBITDA covenant
over the next 18 months, and that actions to refinance the credit
facility and amend covenants, if necessary, will increase interest
expense and weaken credit metrics over the next several years.
These concerns render maintenance of the current Ba3 CFR somewhat
uncertain over the forward 12-to-18 month rating outlook time
horizon.

Outlook Actions:

Issuer: Cedar Fair, L.P.

  -- Outlook, Changed To Negative From Stable

Issuer: Canada's Wonderland Company

  -- Outlook, Changed To Negative From Stable

LGD Updates:

Issuer: Cedar Fair, L.P.

  -- Senior Secured Bank Credit Facility, Changed to LGD3 - 34%
     from LGD3 - 35% (no change to Ba3 rating)

Issuer: Canada's Wonderland Company

  -- Senior Secured Bank Credit Facility, Changed to LGD3 - 34%
     from LGD3 - 35% (no change to Ba3 rating)

Cedar Fair's performance thus far in 2009 is roughly in line with
Moody's expectation.  Moody's is nevertheless concerned that a
continuation of soft attendance and per capital spending could
lead to a margin of covenant compliance that is very thin for the
rating and/or the requirement of an outright amendment.  Cedar
Fair must also proactively address the expiration of the revolver
in August 2011 and the maturity of its term loans in February and
August 2012 in order to manage refinancing risk.

Cedar Fair is applying the cash savings from the 48% reduction in
the shareholder distribution announced on March 9th and the
anticipated $50 million of net proceeds from the signed agreement
to sell undeveloped land adjacent to Canada's Wonderland to repay
debt.  The debt reduction lowers the amount of EBITDA necessary to
meet the covenants, but Cedar Fair has only limited cushion within
the covenant to absorb incremental weakness relative to Moody's
2009 EBITDA forecast and preliminary 2010 outlook.

Moody's continues to believe that the distribution suspension
covenant (set at a more restrictive level than the financial
maintenance covenant) and Cedar Fair's ability to manage operating
costs, revolver borrowings (which are not included in covenant
debt), and its 2010 capital spending plans provide the company
some alternatives in managing its covenants.  These options, along
with Moody's projection that interest coverage and CFO less
capital spending-to-debt in 2009 will remain within the ranges
expected for the Ba3 CFR, are the primary factors driving the
rating affirmations. Moody's also adjusted the loss given default
assessments on the credit facility to reflect the updated debt
payments expected in 2009.

The last rating action was on February 29, 2008 when Moody's lowed
Cedar Fair's speculative-grade liquidity rating to SGL-3 from SGL-
2 and affirmed the Ba3 CFR and stable rating outlook.

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

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership formed in 1987 that owns and
operates 11 amusement parks, seven water parks (six outdoor and
one indoor) and hotels in North America.  Properties are located
in the U.S. and Canada and include Cedar Point (Ohio), Knott's
Berry Farm (California), and Canada's Wonderland (Toronto).  In
June 2006, Cedar Fair, L.P., completed the acquisition of
Paramount Parks, Inc. from a subsidiary of CBS Corporation for a
purchase price of $1.24 billion.  Cedar Fair's 2008 revenue was
$996 million.


CENTERVILLE PLAZA: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Centerville Plaza Ltd
        4500 Carter Creek Parkway, Suite 101
        Bryan, TX 77802

Bankruptcy Case No.: 09-60856

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Debtor's Counsel: J David Dickson, Esq.
                  Beard Kultgen Brophy Bostwick
                  Dickson & Squires
                  5400 Bosque Blvd., Suite 301
                  Waco, TX 76710
                  Tel: (254)776-5500
                  Fax: (254)776-3591
                  Email: dickson@thetexasfirm.com

Total Assets: $796,718

Total Debts: $1,152,911

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/txwb09-60856.pdf

The petition was signed by Emmanuel H. Glockzin Jr., general
partner of the Company.


CHARTER COMMUNICATION: Judge Peck Won't Rush Plan's Approval
------------------------------------------------------------
The hearing to consider confirmation of Charter Communications,
Inc. and its subsidiaries' Amended Joint Plan of Reorganization
commenced on July 20, 2009, as scheduled.

However, Judge James M. Peck said on July 22 that he will need to
extend the five-day trial by at least another two days, and the
Debtors' bankruptcy cases can not be concluded by August 4, 2009,
as previously planned, because the confirmation hearing is running
behind schedule, reports Tiffany Kary of Bloomberg News.

"Even if the plan is headed toward confirmation, it can't happen
by Aug. 4," Ms. Kary quoted Judge Peck as saying.  Judge Peck
added that he would not be pressured into rushing the Plan's
approval.

Pursuant to separate restructuring agreements, Charter, members of
the Crossover Committee and Chairman Paul G. Allen have agreed
that the Debtors' Plan must be confirmed by August 4, and become
effective on or before August 24, 2009, or by December 15, 2009,
if there are pending consents to be obtained from applicable
government authorities.

To recall, Charter's Plan to reorganize in Chapter 11 by
reinstating, or replacing on the same terms, $11.8 billion in
debt was criticized by the Debtors' lenders, government agencies
and other parties-in-interest, including the U.S. Trustee, the
U.S. Securities and Exchange Commission, JPMorgan Chase Bank,
N.A., and several taxing authorities.  The Objecting Parties also
opposed the Plan's release and injunction provisions.

According to Ms. Kary, the trial that began July 20 has focused on
how much surplus money Charter may have had at its various units
at different times, when it made the decision to file for
bankruptcy and how the board navigated potential conflicts of
interest with Mr. Allen.

David C. Merritt, an independent director at Charter since 2003,
testified that the board sometimes had a special subcommittee with
its own legal counsel to evaluate issues involving disputes with
Mr. Allen, notes the report.  He also said that because the
company has always been "highly levered," there was always some
possibility of a bankruptcy.

Charter's chief executive officer Neil Smit likewise testified
that he had long considered bankruptcy a possibility along with
other options, Bloomberg says.

According to Reuters, a former senior financial adviser to the
Debtors, Jim Millstein, testified in Court that as early as the
summer of 2007, Charter tried to sell itself several times and
separately held discussions to raise cash with Comcast Corp and
Time Warner before filing for bankruptcy.  He also said that
Charter had attempted to monetize its tax assets in 2008.

Charter's case has been closely watched in the restructuring
industry as a test of the debt reinstatement concept, which has
been rarely used but is supposed to be allowed under U.S. laws
if the company has no other default under its debt agreements
except for its bankruptcy filing, notes Reuters.

                 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 COMMUNICATION: Addresses Numerous Plan Objections
---------------------------------------------------------
Charter Communications Inc. and its affiliates filed a memorandum
of law (i) in support of confirmation of their proposed Chapter 11
plan, and (ii) in response to the numerous Plan objections.

The Memo points out, among other things, that the Plan enjoys the
support of the Debtors, the Unofficial Cross-over Committee, and
the Creditors' Committee.   However, the Debtors' senior secured
lenders, led by JP Morgan, the agent under the Debtors' senior
credit facility, and joined by certain second and third lien
lenders at Charter Communications Operating, LLC, and CCO
Holdings, LLC, are attempting to reprice their debt instruments by
opposing the Plan's proposed debt reinstatement.  In addition,
certain holders of CCI Convertible Notes -- a structurally
subordinated group of creditors at the parent public company,
Charter Communications, Inc. -- voted as a class to reject the
Plan and are objecting to Confirmation on the grounds they are
entitled to a par recovery, notwithstanding that classes of senior
noteholders are receiving significantly lower distributions.

According to the Debtors, the CCI Noteholders' objections reflect
the classic strategy of an out-of-the-money or vulture investor
seeking to extort holdup value from the Debtors' estates: object
on every conceivable ground, no matter how spurious, with the hope
that perhaps one argument may be salient -- or that the sheer
volume of complaints will generate the (mis)impression the plan
must somehow be unconfirmable.

The Debtors told the Court that they have analyzed each and every
argument the CCI Noteholders have posed and determined that they
are without merit, and the Court should overrule the CCI
Noteholders' objection and confirm the Plan.

According to the Memo, many of the CCI Noteholders' objections
attempt to raise the specter of a conspiracy theory fraught with
insider preference.  In this regard, the Debtors assert, the CCI
Noteholders' objections to the Plan are based largely upon the
argument that the Plan should not be confirmed because alternative
plan structures may exist under which Paul G. Allen, the Debtors'
largest shareholder, could have received less value.

"But this position is based upon the faulty premise that the
consideration Mr. Allen is receiving under the CII Settlement is
on account of his equity interests in the Debtors.  Moreover, the
CCI Noteholders overlook the fact that such alternative plan
structures also would have left the Debtors' estates generally --
and CCI's estate specifically -- with substantially less
Value," contends Paul M. Basta, Esq., at Kirkland & Ellis LLP, in
New York.  "This misapprehends the fundamental policy of
bankruptcy.  That policy is not to ensure that entities that hold
equity end up with nothing -- it is to maximize value for
creditors.  This Plan does just that, consistent with the Debtors'
fiduciary duties, their Plan exclusivity rights and
the policies and statutory framework of the Bankruptcy Code."

Thus, the Plan satisfies all applicable requirements of sections
1129 of the Bankruptcy Code and should be confirmed, the Debtors
maintain.

The Debtors further contend that the Plan is the result of arm's-
length negotiations between multiple sophisticated constituencies
with conflicting and, in some instances, seemingly irreconcilable
interests.

To recall, the Debtors' pre-arranged Chapter 11 plan is premised
on a global settlement with Mr. Allen, and is supported by the
members of the Unofficial Cross-over Committee representing the
interests of Holders of CCH I Notes and CCH II Notes.  The CII
Settlement forms the basis for the Plan, which:

  -- cancels approximately $8 billion of debt at various holding
     companies;

  -- reduces Charter's annual interest expense by more than $830
     million;

  -- raises approximately $1.6 billion in additional equity
     through a rights offering; and

  -- refinances approximately $1.467 billion in senior holding
     company debt instruments.

A full-text copy of the Debtors' status chart of responses to the
Plan Objections as of July 16, 2009, is available for free at:

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

A full-text copy of the Memorandum is available for free at:


    http://bankrupt.com/misc/CCI_Charter_PlanSupport_071609.pdf

These parties have filed likewise separate declarations,
affidavits and statements supporting the confirmation of the Plan:

  * the Official Committee of Unsecured Creditors;

  * Gregory L. Doody, chief restructuring officer and general
    counsel of Charter Communications, Inc.;

  * Thomas M. Degnan, director of Charter's tax department and
    corporate treasurer; and

  * Christopher Temple, executive vice president of Vulcan Inc.
    and responsible for supervising the business of Charter
    Investment, Inc.

                        Additional Exhibits

The Debtors filed Exhibits 23 and 25, and amended and restated
Exhibits 3 and 24 to supplement their Amended Plan of
Reorganization.  Exhibit 3 contains the Amended and Restated
Certificate of Incorporation, Exhibit 23 contains the Identity and
Affiliation of Proposed New Board Members and Officers, Exhibit 24
contains the Schedule of Executory Contracts and Unexpired Leases
to be Rejected, and Exhibit 25 is the Management Incentive
Program.

The Board of Directors of the Reorganized Company will be composed
of:

  1. W. Lance Conn
  2. Darren Glatt
  3. Bruce A. Karsh
  4. John D. Markley, Jr.
  5. Bill McGrath
  6. Neil Smit
  7. Christopher M. Temple
  8. Eric L. Zinterhofer

A ninth member of the Reorganized Company's BOD may be appointed
by Franklin Advisers, Inc., in accordance with the Amended Plan no
later then 30 days after the Effective Date.  The remaining
directors of the Initial Board of Directors will be appointed by
majority vote of the members of the entire Board of Directors on
or after the 31st day after the Effective Date.

The proposed Officers of the Reorganized Company are:

Neil Smit          President and Chief Executive Officer
Michael J. Lovett  Exec. Vice Pres. and Chief Operating Officer
Eloise E. Schmitz  Exec. Vice Pres. and Chief Fin'l. Officer
Grier C. Raclin    Exec. Vice Pres. and Chief Admin. Officer
Marwan Fawaz       Exec. Vice Pres. and Chief Tech. Officer
Ted W. Schremp     Exec. Vice Pres. and Chief Marketing Officer
Gregory  L. Doody  Chief Restructuring Officer and Gen. Counsel
Joshua L. Jamison  President, East Operations
Steven E. Apodaca  President, West Operations
Kevin D. Howard    V. Pres., Controller and Chief Acc. Officer

A full-text copy of the Exhibits can be obtained for free at:

    http://bankrupt.com/misc/CCI_Amended_PlanExhibits_071609.pdf

                 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 COMMUNICATION: Paul Allen Supports Chapter 11 Plan
----------------------------------------------------------
Pursuant to Section 107(b) of the Bankruptcy Code and Rule 9018 of
the Federal Rules of Bankruptcy Procedure, Paul G. Allen seeks the
Court's authority to file under seal his brief in support of the
confirmation of the Debtors' Plan of Reorganization.  The
unredacted version of the Brief will be served on certain parties
that have executed the Court-approved Confidentiality Agreement
and Stipulated Protective Order dated April 6, 2009.

Robert E. Zimet, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that a redacted version of the Brief has
been filed with the Court.  The Brief discusses private tax
information and responds to objections filed under seal that
attach and reference information and documents designated as
Confidential or Highly Confidential.

Mr. Zimet also discloses that the Brief and its exhibits reference
highly sensitive and confidential information regarding one or
more of the parties.

                    Allen's Redacted Brief

In his redacted Brief, Mr. Allen says that the Plan is a
remarkable memorialization of the Debtors' intensive prepetition
negotiations with key creditors and equity holders, resulting in a
pre-arranged balance sheet restructuring that leaves billions of
dollars in senior debt unimpaired and facilitates substantial
distributions to many of the Debtors' constituencies.

Although the Debtors were operationally very sound prepetition,
and remain so, their ability to service more than $21 billion in
debt was strained due, in large part, to deteriorating credit
market conditions, Mr. Allen states.  Against this backdrop of
debt servicing challenges, he notes, the Debtors commenced
prepetition negotiations with their key creditors and equity
holders, endeavoring to leave their senior capital structure and
operations intact.

After several months of negotiations, the Debtors reached
agreement on the terms of the Plan with a significant percentage
of their noteholders, including the majority of their fulcrum
creditors and with their majority shareholder, Mr. Allen avers.
Significantly, he states, he agreed to support the financial
restructuring of the Debtors by agreeing to forbear from
exercising certain prepetition exchange rights, and, despite
having his existing equity completely wiped out, to hold for
several years post-emergence a minimum voting stake in reorganized
Charter Communications Inc. to permit reinstatement of valuable
debt instruments, which results in the Debtors preserving several
billion dollars in value for creditors and other stakeholders.

The agreements to forbear and the compromise and settlement of the
rights, interests and claims against the Debtors, other than
Charter Investment, Inc., of Mr. Allen and certain of his
affiliates are embodied in a settlement agreement that is the
linchpin of the Plan.

"The CII Settlement is a necessary prerequisite to the Debtors'
accomplishment of their primary restructuring goals: (1) avoiding
a change of control that could foreclose their reinstatement of
nearly $12 billion in extremely valuable, attractively priced
senior debt; and (2) preservation of their net operating losses
by maintaining the existing organizational structure, avoiding a
pre-bankruptcy 'section 382 ownership change' and allocating a
significant portion of their cancellation of debt income to CII,"
Mr. Allen says.

"[A]bsent the CII Settlement, distribution of substantial value to
the many creditors under the Plan would be impossible -- including
payment in full to trade creditors, significant recovery to
creditors, including recoveries even to more junior noteholders,"
Mr. Allen points out, among other things.

                 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)


CHEROKEE HOSPITALITY: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cherokee Hospitality Enterprises, LLC
        PO Box 964
        Sylva, NC 28779

Bankruptcy Case No.: 09-20158

Chapter 11 Petition Date: July 27, 2009

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

Judge: George R. Hodges

Debtor's Counsel: R. Kelly Calloway Jr., Esq.
                  CALLOWAY & ASSOCIATES LAW FIRM
                  318 N. Main Street, Ste. 9
                  Hendersonville, NC 28792
                  Tel: (828) 696-8660
                  Fax: (828) 696-8683
                  Email: rkelly@callowaylawfirm.com

Total Assets: $2,763,300

Total Debts: $1,500,231

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

         http://bankrupt.com/misc/ncwb09-20158.pdf

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


CHRISTINE SORIANO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Christine Tongson Soriano
                  aka Christine Corpus Tongson
               Cornell Mallari Soriano
                 dba Mobility Fitness Training
                 dba Home Sweet Care Homes, Inc.
               2654 Deerwood Drive
               San Ramon, CA 94583

Bankruptcy Case No.: 09-46711

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtors' Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

                  Patrick Calhoun, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos, St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

Total Assets: $1,190,989

Total Debts: $1,836,179

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/canb09-46711.pdf

The petition was signed by the Joint Debtors.


CHRYSLER LLC: May Liquidate If Dealer Bill Passes, Says Exec.
-------------------------------------------------------------
Louann Van Der Wiele, Chrysler Group LLC's vice president and
associate general counsel, warned that the automaker could be
forced to liquidate if the U.S. Congress passes legislation that
reverses its decision to terminate 789 dealerships, The Wall
Street Journal reported.

Ms. Van Der Wiele told a U.S. House panel that reversing the
closings would risk undoing the month-long reorganization the car
maker just completed, the report said.

"Legislation aimed at reversing some of the painful but necessary
actions taken" during bankruptcy will lead Chrysler back to the
brink of collapse but without a willing buyer this time, Ms. Van
Der Wiele said.  "Complete liquidation, with all of its dire
consequences, could follow," the Journal quoted her as saying.

The U.S. Congress approved a plan early this month to force
Chrysler and General Motors Corp. to restore dealer rights under
state franchise laws, which could force the automakers to reopen
dealerships and hold off on plans to close others as a condition
of receiving federal aid.  The provision is part of a $46-billion
budget bill for government agencies that passed 219-208.

Ron Bloom, President Barack Obama's chief auto adviser, also
warned against the lawmakers' attempts to reopen the dealerships,
saying it could threaten the automakers' future success, according
to the Journal report.

According to Reuters, Senate Majority Leader Harry Reid had said
dealer legislation is not a top priority.

       Senate Commerce Chair Calls For Chrysler Audit

Senator John Rockefeller, chairman of the Commerce Committee,
asked Neil Barofsky, special inspector general of the Troubled
Asset Relief Program, to look into how Chrysler and GM selected
dealerships to terminate, notes a July 24 report by Reuters.

"There is substantial confusion, even among dealers themselves, as
to how GM and Chrysler selected dealerships to terminate and what
benefits, if any, they might gain by doing so," Sen. Rockefeller
said in his letter.

"In light of the impact these closures have on communities in West
Virginia and across the country, as well as the fact that both
companies have received billions in taxpayer supported funding, I
believe the American people deserve to understand what led to
these decisions," he said.

The TARP was implemented by the U.S. Treasury to help struggling
financial institutions.  Although an automaker, Chrysler is being
provided more than $12 billion in aid under the program in return
for the U.S. government's 8% state in the automaker.

Chrysler terminated 789 dealership agreements while GM plans to
cut more than 1,300 dealers in 2010 as part of their
restructuring.  This move has angered the dealers and some members
of the U.S. Congress, who said it left the dealers with little or
no legal recourse.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: New Chrysler's Board of Directors Holds Meetings
--------------------------------------------------------------
Chrysler Group LLC's new board of directors was set to hold a
three-day meeting starting July 27, 2009, according to The Wall
Street Journal.

The board will discuss critical issues such as the challenge of
rebuilding Chrysler Group's brand image and introducing new
products, the report said, citing people who were briefed on the
situation.

The first two days of the meeting will be aimed at educating
directors about the automaker's products, plans and finances
including test-driving Chrysler vehicles.   Board members will
formally get down to business Wednesday, at the automaker's
headquarters in Auburn Hills, Michigan, the Journal reported.

Sergio Marchionne, chief executive officer of Chrysler Group
reportedly "wants to ensure that everyone has a deep understanding
of both the company and himself."

"He is basically rebuilding from the bottom up and wants everyone
on the same page," the Journal quoted a person informed of the
plans as saying.

The new board's chairman is C. Robert Kidder, CEO of 3Stone
Advisors LLC.  Other members include Alfredo Altavilla, CEO of
Fiat Powertrain Technologies; James Blanchard, former governor of
Michigan; and Douglas Steenland, former CEO of Northwest Airlines.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: New Chrysler's Testimony Before Congressional Panel
-----------------------------------------------------------------
Jan Bertsch, Chrysler Group LLC Senior Vice President and
Treasurer, said before the Congressional Oversight Panel for the
Troubled Asset Relief Program Field Hearing on the Automotive
Industry Financing Program:

   Members of the Panel, thank you for giving me the opportunity
   to discuss with you the financial assistance provided to the
   domestic auto industry, specifically to Chrysler LLC and to
   Chrysler Group LLC, under the Automotive Industry Finance
   Program (AIFP) component of the Troubled Asset Relief Program
   (TARP).  My name is Jan Bertsch, and I am Senior Vice President
   and Treasurer of Chrysler Group LLC, a new company that
   purchased the principal operating assets of Chrysler LLC on
   June 10, 2009, in a sale authorized by the United States
   Bankruptcy Court of the Southern District of New York.

   I would like to place my comments in context for the Panel by
   describing the series of events that culminated in the United
   States Department of the Treasury providing a secured loan to
   Chrysler Group LLC of approximately $7 billion on June 10,
   2009, in connection with the closing of that sale.

                          Chrysler LLC

   In the fall of 2008, the global credit crisis hit the
   domestic auto industry with full force.  In effect, the credit
   markets stopped functioning normally and the availability of
   loans to both dealers and consumers became severely
   restricted.  On December 2, 2008, Chrysler LLC (now known as
   Old Carco LLC) submitted a viability plan to Congress as part
   of its request for a $7 billion working capital bridge loan
   from the U.S. government.  At that time, Old Carco indicated
   in its Congressional testimony that the availability of credit
   to automotive consumers and dealers was the single most
   important element of its viability.

   On January 2, 2009, Old Carco received a $4 billion bridge
   loan from the United States Department of the Treasury.  The
   terms of the loan required the company to submit a
   restructuring plan to achieve and sustain long-term viability,
   international competitiveness and energy efficiency.  Old Carco
   submitted its restructuring plan on February 17, 2009 in the
   midst of continued credit market turmoil that had resulted in
   rejection of consumer loan applications and lost sales to
   dealers, which in turn led to reduced wholesale orders for
   vehicles and further vehicle production cuts.  This chain of
   events had created a rapidly declining seasonally adjusted
   annual selling rate (SAAR) trend which directly and immediately
   reduced cash inflow in a manner that could not be addressed
   adequately through even the most aggressive restructuring
   actions.  These market conditions led directly to a dramatic
   industry-wide decline in automotive sales.

   Old Carco noted in its restructuring plan that although it
   believed that it could achieve viability on a standalone basis,
   it had signed a non-binding letter of intent for a strategic
   alliance with Fiat S.p.A. in January 2009, which alliance would
   greatly improve its long-term viability.  The alliance was
   conditioned upon Old Carco meeting all restructuring targets
   set forth in its U.S. Treasury loan agreement, including
   achieving concessions from its key constituents (unions,
   lenders, dealers, suppliers and owners).  The restructuring
   plan also noted that the alternative to either a standalone
   plan or a strategic alliance was liquidation, which at a
   minimum would result in tens of thousands of jobs lost at the
   company and its dealers across the country.  The entire
   domestic auto industry was also at risk of collapsing,
   due to the already weak economy and the dependence of OEMs on
   common suppliers, which collapse would have burdened the
   country with enormous social and economic costs.

   The President's Auto Task Force, which was formed on
   February 20, 2009, participated in discussions with Old Carco,
   its advisors and key stakeholders -? in particular with the
   UAW, the agent banks for the secured lenders, its majority
   owner, Cerberus, as well as with Fiat.  Those discussions
   focused on achieving the concessions necessary for the long
   term viability of the company, consistent with the
   restructuring targets set forth in the UST loan agreement.  On
   March 30, 2009, the Task Force concluded that Old Carco's plan
   would not likely lead to viability on a standalone basis and
   that it needed a partner to be successful in the global
   automotive industry.  It noted, however, that an alliance with
   Fiat could be the basis of a path to viability in that Fiat was
   prepared to transfer valuable technology to Old Carco and,
   after extensive consultation with the Obama Administration, had
   committed to building new fuel efficient cars and engines in
   U.S. factories.  The Administration indicated that it would
   provide Old Carco with working capital for 30 days to conclude
   a definitive agreement with Fiat and secure the support of
   stakeholders, and, if successful, would provide a secured loan
   to fund the restructuring plan in order to help the alliance
   succeed as outlined in a revised term sheet between Old Carco
   and Fiat dated as of March 29, 2009.

   Over the next 30 days the parties continued to work around
   the clock to avoid bankruptcy by securing stakeholder
   concessions and reaching agreement on the terms of a strategic
   alliance that would enable the company to preserve U.S. jobs,
   develop more fuel efficient vehicles and expand its sales in
   international markets.  Since concessions by all key
   stakeholders could not be assured, the Task Force, Old Carco,
   the UAW, the VEBA, Cerberus and Fiat, and their respective
   legal and financial advisors also considered a bankruptcy
   alternative, what the lawyers refer to as a "363 sale" under
   the Bankruptcy Code.

   Unfortunately, Old Carco's secured lenders under its First
   Lien Credit Agreement did not agree to provide the requested
   concessions and Old Carco filed for bankruptcy on April 30,
   2009.  Fortunately, however, concessions were achieved with
   other key stakeholders that enabled Old Carco, Fiat, and
   Chrysler Group LLC (a newly formed subsidiary of Fiat) to enter
   into a Master Transaction Agreement dated as of April 30, 2009.
   The MTA called for Old Carco to transfer substantially all of
   its operating assets to Chrysler Group, for Chrysler Group to
   assume certain liabilities and pay Old Carco $2 billion in
   cash, and for Fiat to contribute to Chrysler Group access to
   competitive fuel-efficient vehicle platforms, certain
   technology, distribution capabilities in key growth markets and
   substantial cost saving opportunities.  The MTA was conditioned
   upon, among other things, Bankruptcy Court approval, the U.S.
   Treasury providing a $7 billion credit facility, and GMAC
   providing financing to dealers and consumers.  Those conditions
   were ultimately satisfied and the transaction closed on
   June 10, 2009.

   The Panel has asked about the role of the U.S. Treasury and
   the Task Force in the process leading to the successful closing
   of the sale transaction.  Throughout this process, members of
   the Task Force and personnel from U.S. Treasury and their
   external legal and financial advisors played a key role in
   facilitating negotiations between all parties, primarily, Old
   Carco, Fiat, the UAW, the CAW, and the VEBA, Cerberus and
   Daimler AG (as owners and second lien lenders), and the first
   lien lenders.  It is my view that U.S. Treasury and the Task
   Force's limited and targeted expenditure of taxpayer dollars in
   connection with Old Carco and Chrysler Group avoided a
   significant, and potentially more costly, disruption to the
   U.S. automotive industry and the U.S. economy.  This limited
   and targeted approach is reflected not only in the
   structure and size of the bridge loan to Old Carco and the so-
   called "exit financing" provided to Chrysler Group, but also in
   the programs sponsored by U.S. Treasury for the benefit of
   automotive suppliers (receivables factoring program) and for
   the benefit of consumers (warranty protection program) earlier
   this year.

   Chrysler Group LLC (formerly, New CarCo Acquisition LLC)
   The Panel has also asked about the role of the U.S. Government
   as shareholder (or Member in limited liability company jargon)
   in Chrysler Group LLC.  That role is established by the
   corporate governance provisions of Chrysler Group LLC's Limited
   Liability Company Operating Agreement.  The LLC Operating
   Agreement provides the Members with certain rights, including
   the right to designate individuals to serve on a nine member
   Board of Directors.  A majority of the Board must be
   "independent" under NYSE rules.  Fiat designates three
   Directors (one of whom must be independent), Canada designates
   one independent Director, VEBA designates one Director, and the
   U.S. Treasury designates three Directors (at least two of whom
   must be independent) who then designate a fourth independent
   Director.  The Chairman is elected by the Board.  The members
   of the Board have been designated and, as a matter of fact, are
   meeting this week in an extended session.

   Each Director is entitled to one vote with respect to matters
   brought before the Board.  Major Decisions require a majority
   vote of the Board, including at least one Fiat Director.  Major
   Decisions include, among other things: a Chrysler Group IPO; a
   merger, business combination, consolidation, reorganization or
   transaction constituting a change of control; a sale, transfer
   or other disposition of a substantial portion of the assets of
   Chrysler Group and its subsidiaries, taken as a whole; the
   Opening or reopening of a major production facility; and a
   Capital expenditure, investment or commitment in excess of
   $250 million.

   In addition, certain actions require the affirmative vote of
   a majority of outstanding Membership Interests, such as
   repurchasing any Membership Interest from a Member; authorizing
   any new class of Membership Interests; increasing the size of
   any Class of Membership Interests or issuing any new Membership
   Interests, other than as authorized under the LLC Operating
   Agreement; and changing Chrysler's independent auditors or
   materially change Chrysler's accounting policies.

   Further, Chrysler Group is subject to extensive financial
   information reporting obligations to its Members, which will
   allow the U.S. Treasury to monitor the development,
   implementation, and modification of the company's business
   plan, its monthly performance against annual budget and
   financial projections for the remainder of the year, and its
   overall results of operations and financial condition on a
   quarterly and annual basis.

   Finally, it is worth noting that both the company's LLC
   Operating Agreement and its First Lien Credit Agreement with
   the U.S. Treasury are geared toward measurable performance that
   will benefit the U.S. economy and therefore the U.S. taxpayer.
   For example, under the LLC Operating Agreement, Fiat can
   increase its ownership interest from 20% to 35% (by 5%
   increments for an aggregate increase of 15%) by achieving
   specified performance goals relating to technology, ecology and
   distribution designed to promote improved fuel efficiency,
   revenue growth from foreign sales, and U.S. based production.
   In addition, the First Lien Credit Agreement with U.S. Treasury
   requires that at least 40% of the company's sales volumes each
   year be manufactured in the United States and that the
    production volume of its U.S. manufacturing plants each year
   be equal to at least 90% of the production volume of Old
   Carco's plants in 2008.

   With a significantly reduced cost structure and improved
   access to fuel efficient technology and international
   distribution channels, Chrysler Group will be in position to
   make good on the public's investment as the economy begins to
   recover and financing becomes available to dealers and
   consumers.

   Thank you for the invitation to appear before you today. I
   look forward to your questions.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Gov't. Won't Influence Decisions, Says Adviser
------------------------------------------------------------
A White House adviser said the U.S. Treasury will not step in to
influence management decisions at Chrysler LLC and General Motors
Co., according to a July 27 report by Reuters.

Speaking before a congressional oversight panel meeting in
Detroit, Ron Bloom, senior adviser to the White House-appointed
auto task force, said the Obama administration is "a reluctant
shareholder in New General Motors as well as New Chrysler."

The government holds an 8% stake in Chrysler in return for
providing more than $12 billion in aid to the automaker, which is
exiting Chapter 11 in an alliance with Italy-based automaker, Fiat
S.p.A.  Chrysler seeks more loans under a separate program of the
Department of Energy that supports converting factories to build
more fuel-efficient vehicles.

Mr. Bloom said the government assistance helped prevent a
liquidation in bankruptcy for the automakers but added that "in a
better world, the choice to intervene would not have had to be
made."

He further said U.S. officials would take a hands-off approach on
decisions GM and Chrysler make on their plans and that the U.S.
Treasury will not have any involvement until the directors
appointed to the automakers' new board are up for election next
year, Reuters reported.

                  Obama's Guiding Principles

Mr. Bloom said that although the involvement of the auto task
force with the automakers will change, the task force will closely
monitor the loans and investment made in both automakers, reports
Forbes.com.

The senior adviser outlined the principles, which the Obama
administration has established to guide its approach to managing
ownership interests in financial and automotive companies, says
the report.

Mr. Bloom said the Obama administration government has no desire
to own equity stakes in companies and will dispose of them as soon
as practicable.  He said that in "exceptional" cases where
government assistance is needed, the Obama administration reserves
the right to set up-front conditions to protect taxpayers and
promote growth and stability.

After any conditions are established, the government will protect
taxpayer interest by managing its ownership stake in a "hands off,
commercial manner," and that as a common shareholder, the
government will "only vote on core governance issues" including
the selection of a board of directors and other major corporate
transactions, Mr. Bloom said.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Proposes September 28 Claims Bar Date
---------------------------------------------------
Pursuant to Sections 105, 501 and 503 of the Bankruptcy Code, the
Old CarCo LLC, formerly known as Chrysler LLC, ask the Bankruptcy
Court to:

  (a) establish September 28, 2009, as the general bar date by
      which all entities, other than governmental entities, must
      file proofs of claim in the Debtors' bankruptcy cases;

  (b) establish the later of:

      * the General Bar Date; and

      * the date that is 30 days after the entry of the
        order rejecting the Debtors' executory contracts or
        unexpired leases,

      as the date by which proofs of claim, including any
      administrative claims, relating to the Debtors' rejection
      of executory contracts or unexpired leases must be filed
      in the cases;

  (c) establish the later of:

      * the General Bar Date; and

      * the date that is 30 days after the date that notice of
        the applicable amendment or supplement to the Schedules
        is served on the claimant,

      as date by which entities must file proofs of claim as a
      result of the Debtors' amendment of their schedules;

  (d) establish:

      * October 27, 2009, as the deadline for filing claims by
        any governmental unit against any Debtors other than
        Alpha Holding; and

      * November 15, 2009, as the deadline for filing claims by
        any governmental unit against Alpha Holding; and

  (e) approve the form and manner of notice of the Bar Dates.

To complete the liquidation process and make distributions to
creditors in the cases, the Debtors require, among other things,
complete and accurate information regarding the nature, validity
and amount of the claims that will be asserted in the cases,
Corinne Ball, Esq., at Jones Day, in New York, tells the Court.
Consequently, she asserts, to avoid any delay in the liquidation
process, the Debtors ask the Court to establish the Bar Dates and
related proposed claims procedures, and approve the form and
manner of the Bar Dates notice.

The Debtors anticipate that, no later than one week after the
August 13, 2009 deadline for filing their schedules, they will
serve a notice of the Bar Dates and a proof of claim form upon all
known entities holding potential prepetition claims and rejection
damage claims.  Hence, the Debtors propose that the date on which
they actually serve the notice of the Bar Dates and the proof of
claim form will occur no later than August 20, 2009.

The Debtors propose that these entities must file proofs of claim
on or before the General Bar Date:

  (a) any entity whose prepetition claim against a Debtor is not
      listed in the applicable Debtor's Schedules or is listed
      as disputed, contingent or unliquidated, and that desires
      to participate in any of the bankruptcy cases or share in
      any distribution in any of the cases; and

  (b) any entity that believes that its prepetition claim is
      improperly classified in the Schedules or is listed in an
      incorrect amount, and that desires to have its claim
      allowed in a classification or amount other than that
      identified in the Schedules.

The Debtors remind the parties that if a creditor fails to file
proofs of claim by the Bar Dates, the creditor will be forever
barred, estopped and enjoined from asserting any claim against the
Debtors or their bankruptcy estates.  Bar Date Notices will be
mailed to all known potential claimants, and will also be
published in various publications.

The Court will commence a hearing on August 6, 2009, to consider
the request.  Objections are due August 3.

                        About Chrysler LLC

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

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

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

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


CIT GROUP: Prepackaged Bankr. Is Best Option, CreditSights Says
---------------------------------------------------------------
CreditSights Inc. analysts Adam Steer and David Hendler said that
CIT Group Inc.'s best option is a prepackaged bankruptcy, Pierre
Paulden at Bloomberg News reports.

As reported by July 27, 2009, CIT Group said that it will have to
file for Chapter 11 protection if it can't complete a successful
tender offer for $1 billion in bonds that mature on August 17.
CIT said its existing liquidity isn't sufficient.  Even if the
tender at 82.5% is successful, CIT said the company "will require
significant additional funding during the remainder of 2009 and
beyond to operate our business."

Bloomberg quoted Messrs. Steer and Hendler as saying, "Even if the
tender succeeds, we believe CIT remains at risk for filing for
bankruptcy because its business model is broken.  Attempting a
prepackaged bankruptcy may be CIT's most viable alternative at
this point."

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 24, Standard & Poor's Ratings
Services said that its ratings on CIT Group Inc. (CC/Negative/C)
are not immediately affected by the company's announcement that it
had initiated a recapitalization plan and entered into a $3
billion loan facility provided by a group of major bondholders.
"The current rating level continues to reflect a significantly
heightened risk of bankruptcy," S&P said.

As part of the restructuring, CIT commenced a cash tender offer
for its outstanding floating-rate senior notes due August 17,
2009.  Noting that the price offered is less than face value, S&P
said that, in accordance with criteria, upon completion of the
offer, it will lower its counterparty credit rating on the company
to 'SD' (selective default) and lower the ratings on the affected
debt issue to 'D'.

As reported by the TCR on July 20, Moody's Investors Service
lowered CIT Group's senior unsecured rating to Ca from B3 and
issuer rating to Ca from B3.  The downgrade follows CIT's
announcement that that it expects no additional support from the
U.S. government and that it is evaluating alternatives, which
Moody's believes includes a high probability of a near-term
bankruptcy filing.


CITIGROUP INC: Citi Funding to Issue Currencies-Linked Notes
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
free writing prospectus on Form FWP and a pricing supplement on
Form 424B2 in connection with Citigroup Funding Inc.'s issuance of
1,331,000 Principal Protected Notes Based Upon a Basket of
Currencies Due August 24, 2011.

The aggregate offering price for the Notes is $13,310,000.  The
public offering price per note is $10.

The Principal Protected Notes Based Upon a Basket of Currencies
are offered by Citigroup Funding Inc. and have a maturity of
approximately 2 years.  The Notes are 100% principal protected if
held to maturity, subject to the credit risk of Citigroup Inc.
The Notes combine the investment characteristics of debt and
currency investments and pay an amount at maturity that will
depend on the percentage change in the value of a basket of four
currency exchange rates: the Brazilian real, the Russian ruble,
the Indian rupee and the Chinese yuan, each relative to the U.S.
Dollar.  In the calculation of the return on the Underlying
Basket, the return on each of the four currency exchange rates
will be weighted 25%.

Initially the Starting Value of the Underlying Basket is set to
100.  If the Ending Value is less than or equal to the Starting
Value of the Underlying Basket, the payment an investor receives
at maturity for each Note will equal $10.  If the Ending Value is
greater than the Starting Value, the payment the investor receives
at maturity will be greater than the amount of the initial
investment in the Notes.  In such case, the return on a Note will
be 105% of the return on an investment directly linked to the
Underlying Basket because of the Participation Rate of 105%.

The Notes will not pay any periodic interest or other periodic
payments.  Instead, the return on the Notes, if any, will be paid
at maturity based upon the percentage change in the value of the
Underlying Basket during the term of the Notes.  The return on the
Notes will vary depending on the performance of the Underlying
Basket and may be lower than that of a conventional fixed-rate
debt security.  The return on the Notes may be zero.

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

Citigroup Global Markets Inc., an affiliate of Citigroup Funding
and the underwriter of the sale of the Notes, will receive an
underwriting fee of $0.200 for each $10.000 Note sold in this
offering.  Certain dealers, including Citi International Financial
Services, Citigroup Global Markets Singapore Pte. Ltd., and
Citigroup Global Markets Asia Limited, broker-dealers affiliated
with Citigroup Global Markets, will receive from Citigroup Global
Markets $0.175 from this underwriting fee for each Note they sell.

Citigroup Global Markets will pay the Financial Advisors employed
by Citigroup Global Markets and Morgan Stanley Smith Barney LLC,
an affiliate of Citigroup Global Markets, a fixed sales commission
of $0.175 for each Note they sell.  Additionally, it is possible
that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to the offering, even if the
value of the Note declines.

A full-text copy of the Prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?4038

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?4039

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

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

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


CITIGROUP INC: Citi Funding to Issue GE-Linked ELKS Due 2014
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
free writing prospectus on Form FWP in connection with Citigroup
Funding Inc.'s issuance of Equity LinKed Securities ___% Per Annum
Based Upon the Common Stock of General Electric Company Due 2010.

The public offering price is $10.00 per ELKS.

Equity LinKed Securities are equity-linked investments that offer
current income as well as limited protection against the decline
in the price of the common stock on which the ELKS are based.  The
ELKS Based Upon the Common Stock of General Electric Company have
a maturity of approximately 13 months and are issued by Citigroup
Funding Inc. Some key characteristics of the ELKS include:

     -- The ELKS pay a fixed coupon, with a yield greater than
        both the current dividend yield of the Underlying Equity
        and the yield that would be payable on a conventional debt
        security of the same maturity issued by Citigroup Funding.
        The ELKS will pay a semi-annual coupon equal to
        approximately 10% to 13% per annum (to be determined on
        the Pricing Date).

     -- While the ELKS provide limited protection against the
        decline in the price of the Underlying Equity, the ELKS
        are not principal protected.

     -- No Participation in the Growth Potential of the Underlying
        Equity.  In return for receiving the fixed coupon and
        limited protection against a decline in the price of the
        Underlying Equity, an investor gives up participation in
        any increase in the price of the Underlying Equity during
        the term of the ELKS in limited circumstances.  Also, you
        will not receive dividends or other distributions, if any,
        paid on the Underlying Equity.

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

The ELKS are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program.  All
payments on the ELKS are subject to the credit risk of Citigroup
Inc.

A full-text copy of the Prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?403f

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

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

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


CITIGROUP INC: Citi Funding to Issue Gold-Linked Notes Due 2014
---------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
free writing prospectus on Form FWP and a final pricing supplement
on Form 424B2 in connection with Citigroup Funding Inc.'s issuance
of $30,726,200 in 3% Minimum Coupon Principal Protected Notes
Based Upon the Price of Gold Due August 11, 2014.

The public offering price per note is $10.

The 3% Minimum Coupon Principal Protected Notes Based Upon the
Price of Gold are commodity-linked investments offered by
Citigroup Funding Inc. and have a maturity of approximately five
years.  The Notes are 100% principal protected if held to
maturity, subject to the credit risk of Citigroup Inc., and will
pay a coupon per Coupon Period at a variable rate which will
depend upon the Closing Price of gold on every Business Day in
each Coupon Period but will not be less than 3% per Coupon Period.
The term of each Coupon Period will be approximately one year.

For each Coupon Period, if the Closing Price of gold on every
Business Day during such Coupon Period does not exceed the related
Starting Price by more than 35% and the percentage change in the
Closing Price of gold from the first Business Day of the related
Coupon Period through the last Business Day of the Coupon Period
is greater than 3%, the Coupon Amount an investor receives on the
related Coupon Payment Date for each $10 Note held will be an
amount based on the Gold Percentage Change and will not be greater
than $3.50 (35% of $10 principal amount per Note).  If the Closing
Price of gold on any Business Day during such Coupon Period
exceeds the related Starting Price by more than 35% or if the Gold
Percentage Change is less than or equal to 3%, on the related
Coupon Payment Date an investor will receive $0.30 (3% of $10
principal amount per Note) for each Note held.

The Notes allow investors to participate in only a portion of the
growth potential of the price of gold, up to an increase of 35%
from the related Starting Price during each Coupon Period.
Additionally, if the Closing Price of gold on any Business Day
during a Coupon Period exceeds the related Starting Price by more
than 35%, then instead of participating in the potential
appreciation of gold, the Coupon Amount payable on the Notes, for
the applicable Coupon Period, will be limited to $0.30 (3% of $10
principal amount per Note) per Note.

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

A full-text copy of the Prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?403d

A full-text copy of the Final Pricing Supplement is available at
no charge at http://ResearchArchives.com/t/s?403e

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

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

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


CITIGROUP INC: Citi Funding to Issue Russell Protected Notes
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
free writing prospectus on Form FWP and a preliminary pricing
supplement on Form 424B2 in connection with Citigroup Funding
Inc.'s issuance of 3% Minimum Coupon Principal Protected Notes
Based Upon the Russell 2000(R) Index Due 2014.

The public offering price per note is $10.

The 3% Minimum Coupon Principal Protected Notes Based Upon the
Russell 2000(R) Index are investments linked to an equity index
offered by Citigroup Funding Inc. having a maturity of
approximately five years.  The notes are 100% principal protected
if held to maturity, subject to the credit risk of Citigroup Inc.,
and will pay a coupon per coupon period at a variable rate which
will depend upon the closing value of the Russell 2000(R) Index on
every index business day in each coupon period but will not be
less than 3% of $10 principal amount per note, per coupon period.

For each coupon period, if the closing value of the underlying
index on every index business day during such coupon period does
not exceed the related starting value by more than approximately
21% to 26% (to be determined on the pricing date) and the index
percentage change is greater than 3%, the payment an investor
receives on the related coupon payment date for each $10 note held
will be an amount based on the index percentage change and will
not be greater than roughly $2.10 to $2.60 (21% to 26% of $10
principal amount per note) (to be determined on the pricing date).
If the closing value of the underlying index on any index business
day during such coupon period exceeds the related starting value
by more than approximately 21% to 26% (to be determined on the
pricing date) or if the index percentage change is less than or
equal to 3%, on the related coupon payment date the investor will
receive $0.30 (3% of $10 principal amount per note) for each note
held.  All payments on the Notes are subject to the credit risk of
Citigroup Inc.

A full-text copy of the Prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?403a

A full-text copy of the Pricing Supplement is available at no
charge at http://ResearchArchives.com/t/s?403b

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

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

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


CITIGROUP INC: Citi Funding to Issue Vale ADR ELKS Due 2010
-----------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission a
free writing prospectus on Form FWP in connection with Citigroup
Funding Inc.'s issuance of Equity LinKed Securities __% Per Annum
Based Upon the American Depositary Receipts Representing the
Common Shares of Vale S.A. Due 2010

The public offering price is $10.00 per ELKS.

Equity LinKed Securities, or ELKS(R), are equity-linked
investments that offer current income as well as limited
protection against the decline in the price of the American
Depositary Receipts on which the ELKS are based.  The ELKS Based
Upon the American Depositary Receipts of Vale S.A. have a maturity
of approximately 13 months and are issued by Citigroup Funding
Inc.

Some key characteristics of the ELKS include:

     -- The ELKS pay a fixed coupon, with a yield greater than
        both the current dividend yield of the Underlying Equity
        and the yield that would be payable on a conventional debt
        security of the same maturity issued by Citigroup Funding.
        The ELKS will pay a semi-annual coupon equal to
        approximately 10% to 13% per annum (to be determined on
        the Pricing Date).

     -- In return for receiving the fixed coupon and limited
        protection against a decline in the price of the
        Underlying Equity, an investor gives up participation in
        any increase in the price of the Underlying Equity during
        the term of the ELKS (except in limited circumstances).
        Also, the investor will not receive dividends or other
        distributions, if any, paid on the Underlying Equity.

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

The ELKS are not deposits or savings accounts, are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality, and are not guaranteed by
the FDIC under the Temporary Liquidity Guarantee Program. All
payments on the ELKS are subject to the credit risk of Citigroup
Inc.

A full-text copy of the Prospectus is available at no charge at:

                http://ResearchArchives.com/t/s?403c

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

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.


CONTECH CONSTRUCTION: Moody's Affirms 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Contech
Construction Products, Inc. -- Corporate Family and Probability of
Default Ratings at B2.  The outlook has been changed to negative
from stable.

The negative outlook reflects the risk that Contech's ability to
navigate the downturn in construction spending may be hindered by
its highly leveraged capital structure and diminished headroom
under its financial covenants.

Contech's B2 Corporate Family Rating is supported by the company's
strong market position in steel trusses, bridges and storm water
and drainage solutions.  The company's ability to maintain
operating and cash flow margins through cost reductions and
efficiency initiatives also support the rating, as does its focus
on working capital management and free cash flow generation.
Contech's high leverage constrains the rating, as expected debt
reductions have not materialized, in part due to several "bolt-on"
acquisitions that consumed cash that otherwise might be have been
applied to debt reduction or improving liquidity.

These ratings/assessments were affected by this action:

* Corporate Family Rating affirmed at B2;

* Probability of Default Rating affirmed at B2;

* Senior secured Revolving Credit Facility affirmed at B1, but its
  loss given default assessment is changed to (LGD3, 34%) from
  (LGD3, 35%); and,

* Senior secured Term Loan affirmed at B1, but its loss give
  default assessment is changed to (LGD3, 34%) from (LGD3, 35%).

The last rating action was on September 11, 2008, at which time
Moody's lowered Contech's corporate family to B2.

Contech Construction Products, Inc., headquartered in West
Chester, Ohio, manufactures and markets corrugated steel and
plastic pipe and fabricated products for use in highway,
residential, and commercial construction.


CONTINENTALAFA DISPENSING: Committee Plan Offers 10% Return
-----------------------------------------------------------
The official committee of unsecured creditors formed in
ContinentalAFA Dispensing Company and its debtor-affiliates' cases
has filed an amended disclosure statement to its proposed Chapter
11 plan for the Debtors.

According to the Amended Disclosure Statement, the Creditors
Committee expects that the Plan will provide a distribution on
general unsecured claims of at least 10%.  The Committee says that
in a liquidation under Chapter 7 of the Bankruptcy Code, general
unsecured creditors would probably receive nothing.

                         Terms of the Plan

The Plan provides for the sale by a liquidating trustee of the
Debtors' remaining assets after the effective date of the Plan.
In addition, collateral encumbered by a lender's liens will be
liquidated and proceeds will be distributed in accordance with
prior settlements.  The Creditors Committee will appoint the
liquidating trustee.

The Debtors have sold a substantial portion of their assets to
MeadWestvaco Calmar Inc. for $7.54 million.  Remaining assets
include (i) plants that housed former manufacturing facilities in
Missouri, North Carolina, Connecticut and Costa Rica, (ii) certain
specialized manufacturing equipment, (iii) spare parts, and (iv)
various claims and causes of action.  The Court has approved the
sale of the plant site in Missouri for $4.136 million and the
plant site in Bridgeport, Connecticut for $1 million, but the sale
transaction has not been closed.

The Plan will substantively consolidate the Debtors on the
effective date to avoid further confusion and inefficiency in
allowance of claims.  Chief Financial Officer Colleen J. Morgan
testified that all three of the Debtors did business under the
same name, were operated and shared all manufacturing facilities.

                        Treatment of Claims

Unsecured Creditors will be paid pro rata from remaining estate
funds after payment of secured claims, administrative claims and
priority tax claims.  Equity interests will be extinguished and
holders of these interests will receive no distribution.

Prepetition, Harbinger Capital Partners Special Situations Fund LP
and an affiliate held $20 million in principal amount of secured
debt.  Harbinger also owns 100% of the equity interests in CAFA,
which in turn, owns 100% of the equity interests in the remaining
debtors.  Postpetition, the Debtors obtained financing from
Wachovia Capital Finance Corporation, as agent for certain
lenders.

The Bankruptcy Court has reaffirmed the senior secured liens of
Harbinger and Wachovia on substantially all of the Debtors'
assets, in exchange for providing certain financial
accommodations.  Harbinger's liens were junior in priority only to
those of Wachovia.  Because [Wachovia] has now been paid in full,
Harbinger holds senior, first priority liens on substantially all
of the Debtors' assets.

The Plan will release all claims and causes of action against
Harbinger in consideration for (1) transferring Harbinger's
collateral to the class of non-priority unsecured creditors; (2)
Harbinger's waiver of superpriority claims and priority
administrative claims, and (3) Harbinger's waiver of its right to
distributions on account of its $16 million deficiency claim.

In addition, pursuant to the Plan, from the proceeds from the sale
of Harbinger's collateral, (i) the first $575,000 will be reserved
for administrative expenses, (ii) Harbinger will receive the next
$2.3 million, (iii) Harbinger will receive 60% of the next $7.2
million, and 75% thereafter.  The unpaid portion of the
Harbinger's claims will be a Class 3 general unsecured claim.

A copy of the Disclosure Statement is available for free at:

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

The Creditors Committee is represented by:

    Daniel D. Doyle, Esq.
    Ddoyle@spencerfane.com
    Laura M. Hughes, Esq.
    Lhughes@spencerfane.com
    1 North Brentwood Boulevard, Tenth Floor
    St. Louis, MO 63105
    Telephone: (314) 863-7733
    Fax: (314) 862-4656

                 About ContinentalAFA Dispensing

Headquartered in St. Peters, Missouri, ContinentalAFA Dispensing
Company, fka Indesco International, Inc. --
http://www.continentalafa.com/-- designs, manufactures and
supplies high quality plastic trigger sprayers and other liquid
dispensing technologies and systems for major consumer product
companies and industrial markets.  The Debtors currently have no
business operations.

ContinentalAFA and its wholly owned subsidiaries, Continental
Sprayers International, Inc. and AFA Products, Inc., filed
separate voluntary Chapter 11 petitions in the Eastern District of
Missouri United States Bankruptcy Court on Aug. 7, 2008 (Case No.
08-45921).  Judge Kathy A. Surratt-States oversees the case.

John J. Hall, Esq., Lawrence E. Parres, Esq., and Robert Scott
Moore, Esq., at Lewis, Rice & Fingersh, L.C., represent the Debtor
as counsel.  Daniel D. Doyle, Esq., and David Michael Brown, Esq.,
at Spencer Fane Britt & Browne LLP, represent the official
unsecured creditors' committee.  When CAFA filed for bankruptcy,
it listed assets of $100,000,000 to $500,000,000, and debts of
$10,000,000 to $50,000,000.


COTT CORP: JPMorgan-Led Lenders Raise Loan Commitment to $225MM
---------------------------------------------------------------
Cott Corporation on July 22, 2009, entered into a first amendment
to the Credit Agreement dated as of March 31, 2008, among the
Corporation, Cott Beverages Inc. and Cott Beverages Limited as
borrowers, the restricted subsidiaries of the Corporation party
thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
the lender parties.

The parties agreed to certain amendments to the Credit Agreement
and certain security agreements entered into in connection with
the Credit Agreement, which amendments include among other things:

     (a) a reduction of the Lenders' commitment to the revolving
         credit facility from US$250,000,000 to US$225,000,000,
         with the borrowing base limitations remaining
         substantially the same other than an accelerated
         $5,000,000 reduction in the PP&E Component;

     (b) an increase in the pricing;

     (c) greater flexibility to purchase or redeem the
         Corporation's 8% senior subordinated notes due 2011,
         subject to several conditions including significant
         availability requirements under the Revolver, fixed
         charge coverage tests and other conditions;

     (d) greater flexibility to raise debt or equity to fund such
         purchases and redemptions of the Notes, subject to
         several conditions including significant availability
         requirements under the Revolver, fixed charge coverage
         tests and other conditions;

     (e) payment of certain fees and expenses; and

     (f) miscellaneous other changes.

The amendments in (a) through (d), as well as certain other
miscellaneous changes, will become effective if the Corporation
issues equity securities within 180 days of the Consent Date -- as
defined in the Credit Agreement Amendment -- and the issuance of
such equity securities results in the Corporation's receipt of
aggregate gross proceeds of not less than US$50,000,000.

Certain of the Lenders, the Agent and other parties to the Credit
Agreement Amendment and their affiliates from time to time may
provide other lending, commercial banking, underwriting,
investment banking, or other advisory services to us and our
subsidiaries for which they receive customary compensation.

A full-text copy of the Credit Agreement Amendment is available at
no charge at http://ResearchArchives.com/t/s?4042

The members of the lending syndicate and their loan commitment
are:

          Lender                               Commitment
          ------                               ----------
     JPMorgan Chase Bank, N.A.                $40,500,000
     General Electric Capital Corporation     $40,500,000
     Bank of America, N.A.                    $ 40,500,000
     National City Business Credit, Inc.      $27,000,000
     Wells Fargo Foothill, LLC and
       Wells Fargo Foothill Canada ULC,
       jointly and severally                  $27,000,000
     Wachovia Capital Finance
       Corporation (Canada)                   $22,500,000
     Fifth Third Bank                         $18,000,000
     UPS Capital Corporation                   $9,000,000
                                              -----------
           Total                             $225,000,000

                         About Cott Corp.

Cott Corp. is one of the world's largest non-alcoholic beverage
companies and the world's largest retailer brand soft drink
provider.  In addition to carbonated soft drinks, Cott's product
lines include clear, still and sparkling flavored waters, juice-
based products, bottled water, energy drinks and ready-to-drink
teas.

Cott operates in five operating segments -- North America, United
Kingdom, Mexico, Royal Crown International and All Other, which
includes its Asia reporting unit and international corporate
expenses.  Cott closed its active Asian operations at the end of
fiscal year 2008.

                           *     *     *

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service changed Cott Corp.'s speculative grade
liquidity rating to SGL-3 from SGL-4.  The company's corporate
family rating of Caa1 and stable outlook remain unchanged.  The
SGL-3 rating reflects Moody's expectation that Cott would likely
maintain adequate liquidity over the next 12 months.  Moody's
notes that Cott's cash flow generation may continue to be
pressured by increasing competition and promotional activity from
national brands, loss of its exclusive relationship with Wal-Mart,
and a weak CSD market in North America.  However, the negative
pressures should be tempered somewhat by the moderating input
costs as well as the expected reduction in capital expenditures to
maintenance level over the next 12 months.  Moody's anticipates
that Cott would generate breakeven or slightly positive free cash
flow in the coming year.


COTT CORP: Posts $33.7 Million Net Income for Q2 2009
-----------------------------------------------------
Cott Corporation on Monday announced its results for the second
quarter ended June 27, 2009.  Second quarter 2009 revenue was
$438.8 million, as compared to $466.5 million in the same period
in 2008.  Net income was $33.7 million, or $0.48 per share, as
compared to a net loss of $1.8 million, or $0.03 per share.

For the six months ended June 27, 2009, Cott posted a net income
of $55.8 million compared to a net loss of $22.1 million for the
six months ended June 28, 2008.

Revenue declined 5.9% during the second quarter 2009.  Excluding
the impact of foreign exchange, revenue increased 2.3%.

Operating income increased to $34.3 million, as compared to
$5.3 million.  The second quarter of 2009 included $3.8 million of
restructuring charges and asset impairments.

As of June 27, 2009, Cott had $927.6 million in total assets and
$609.5 million in total liabilities.

North America beverage case volume was essentially flat as
positive volumes in carbonated soft drinks were offset by declines
in the bottled water category and the impact from the sale of a
Canadian bottled water facility in 2008.  Revenue decreased 1.4%
to $323.5 million.  Excluding the impact of foreign exchange,
revenue increased 1.3%, primarily driven by improved average net
selling prices per beverage case and product mix.

U.K. beverage case volume declined 2.5% to 47.1 million cases,
compared to declines of 9.8% in the first quarter of 2009 and
17.1% in the fourth quarter of 2008, in each case compared to the
prior year periods.  Revenue decreased 14.0% to $99.0 million,
primarily due to the impact of foreign exchange.  Excluding the
impact of foreign exchange, revenue in the U.K. increased 9.8%,
primarily due to improved product mix and improved average net
selling prices per beverage case.

Mexico beverage case volume declined 32.5% to 5.6 million cases,
as Company actions taken to stabilize the business and difficult
economic conditions were further exacerbated by the impact of the
H1N1 virus.  Revenue decreased 41.1% to $10.6 million.  Excluding
the impact of foreign exchange, revenue decreased 24.8%.

Royal Crown International concentrate volumes increased 1.2% to
57.3 million cases, primarily due to the stabilization of customer
order patterns.  As a result of higher pricing, revenue increased
9.6% to $5.7 million.

"We are pleased with our second quarter results which were driven
by the steady improvement of our North American operations and a
stronger volume performance in our U.K. business," commented
Cott's Chief Executive Officer, Jerry Fowden.  "We also benefited
from the improved U.S. carbonated soft drink category performance
and a favorable tax benefit in the quarter," added Mr. Fowden.

"We will continue to support our customers' efforts to increase
private label penetration, while executing our plan to reduce
operating costs and optimize capital expenditures.  Our focus
remains on improving year-over-year cash flow and reducing our
level of debt, thereby allowing us to strengthen our position as a
low cost, high service supplier," continued Mr. Fowden.  "While
our performance in the first half of 2009 has been encouraging, we
are mindful of challenges that may still lie ahead, such as heavy
summer promotions from the national brands, higher commodity costs
compared to the first half of 2009, and a changing competitive
landscape," cautioned Mr. Fowden.

                         About Cott Corp.

Cott Corp. is one of the world's largest non-alcoholic beverage
companies and the world's largest retailer brand soft drink
provider.  In addition to carbonated soft drinks, Cott's product
lines include clear, still and sparkling flavored waters, juice-
based products, bottled water, energy drinks and ready-to-drink
teas.

Cott operates in five operating segments -- North America, United
Kingdom, Mexico, Royal Crown International and All Other, which
includes its Asia reporting unit and international corporate
expenses.  Cott closed its active Asian operations at the end of
fiscal year 2008.

                           *     *     *

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service changed Cott Corp.'s speculative grade
liquidity rating to SGL-3 from SGL-4.  The company's corporate
family rating of Caa1 and stable outlook remain unchanged.  The
SGL-3 rating reflects Moody's expectation that Cott would likely
maintain adequate liquidity over the next 12 months.  Moody's
notes that Cott's cash flow generation may continue to be
pressured by increasing competition and promotional activity from
national brands, loss of its exclusive relationship with Wal-Mart,
and a weak CSD market in North America.  However, the negative
pressures should be tempered somewhat by the moderating input
costs as well as the expected reduction in capital expenditures to
maintenance level over the next 12 months.  Moody's anticipates
that Cott would generate breakeven or slightly positive free cash
flow in the coming year.


COTT CORP: S&P Raises Long-Term Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Mississauga, Ontario-based Cott Corp.
to 'B-' from 'CCC+'.  The outlook is stable.

At the same time, S&P raised the debt rating on wholly owned U.S.
subsidiary Cott Beverages Inc.'s senior subordinated debt to 'CCC'
(one notch below the corporate credit rating on the company) from
'CCC-'.  The '6' recovery rating on the senior subordinated debt
is unchanged, indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

"The upgrade reflects what S&P views as Cott's improved financial
risk profile stemming from increased profitability and financial
flexibility due to management's focus on streamlining the business
and cutting costs," said Standard & Poor's credit analyst Donald
Marleau.

Despite a 5.9% revenue decline in the second quarter ended
June 27, 2009, compared with the same period in 2008, Cott's
operating profit (before depreciation, amortization, and
nonrecurring items) increased 68.2% in this period.  Furthermore,
the company's availability under its asset-based lending facility
has increased materially from earlier in the year, eliminating any
financial covenant concerns at this time.

"The ratings on Cott reflect what S&P views as its vulnerable
business risk profile stemming from a narrow product portfolio,
customer concentration, and small size in a sector dominated by
companies with substantially greater financial resources and
market presence," Mr. Marleau added.

Furthermore, Cott's improved financial performance might not be
sustainable as it depends on the competitive actions of larger
players, among other things.  In addition, a significant reduction
in business with its key customer Wal-Mart Stores Inc.
(AA/Stable/A-1+) could result in a material weakening of credit
protection measures.

S&P believes these factors are partially offset by Cott's improved
operating performance and financial flexibility, as well as its
market position as the leading private label manufacturer and
marketer of take-home carbonated soft drinks in the U.S., the
U.K., and Canada.

The stable outlook reflects Standard & Poor's expectation that the
improvement in Cott's operating performance, credit ratios, and
financial flexibility will continue this year.  S&P could consider
raising the ratings if Cott is able to demonstrate sustainable
strengthening of its operating performance despite the potential
decline in its business with Wal-Mart.  Alternatively, S&P could
consider lowering the ratings if the company's operating
performance is below S&P's expectations or if Cott's financial
flexibility weakens.


COYOTES HOCKEY: Third Bidder Mulls Games in Canada
--------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that Ice Edge
Holdings, the third bidder vying for Phoenix Coyotes ownership, is
considering having the team play in Canada, particularly in
Saskatoon, Saskatchewan, and Halifax, Nova Scotia, but assured
that it won't uproot the team from Arizona.

As reported by the Troubled Company Reporter on July 29, 2009, Ice
Edge -- which includes Phoenix Coyotes minority owner John
Breslow and former Research In Motion executive Anthony LeBlanc,
as well as executives from Connecticut research firm Research Edge
-- filed a nonbinding letter of intent for up to $150 million
for Phoenix Coyotes.

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

As widely reported, Jim Balsillie, Research in Motion Ltd.'s co-
chief executive officer, offered to buy the Phoenix Coyotes for
$212 million and move the NHL team to Hamilton, Ontario, and the
League balked at the relocation proposal.  Mr. Balsillie was
unsuccessful in 2007 when he attempted to buy and relocate the
Nashville Predators, and lost a similar bid in 2006 to buy and
relocate the Pittsburgh Penguins.


DAVID ZACHARY: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: David K. Zachary
                  dba Zachary Engineering
               Annmarie S. Snorsky
                  aka Annmarie Snorsky-Zachary
              PO Box 8393
              Tahoe City, CA 96145

Bankruptcy Case No.: 09-35592

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtors' Counsel: W. Austin Cooper, Esq.
                  2525 Natomas Park Dr #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525

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

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

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

     http://bankrupt.com/misc/caeb09-35592.pdf

The petition was signed by the Joint Debtors.


DBSD NORTH AMERICA: Begins Solicitation of Votes for Plan
---------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved the disclosure statement
explaining a joint Chapter 11 plan of reorganization, as twice
amended, filed by DBSD North America Inc. and its debtor-
affiliates.

A hearing is set for September 9, 2009, at 10:30 a.m., to consider
confirmation of the Plan.  Objections, if any, are due August 24,
2009.  Plan voting deadline is on August 24, 2009.

According to the Troubled Company Reporter on July 15, 2009, the
Debtors delivered a second amended version of the Plan after Wells
Fargo Bank N.A., Space Systems/Loral Inc., and the Official
Committee of Unsecured Creditors conveyed objections.  The
objectors wanted detailed assumptions, calculations, or analysis
supporting the alleged reorganization value of the Debtors, and
clarification whether the Debtors will assume or reject certain
contracts, among other things.

The Second Amended Plan provides for certain changes to the
estimated recovery by unsecured creditors:

                                 Estimated        Estimated
                                 Recovery Under   Recovery Under
                                 The First        The Second
  Claims and Interest            Amended Plan     Amended Plan
  -------------------            --------------   ------------
  Prepretition Claim             100%             100%
  Senior Notes Claim             57%-81%          57%-81%
  Other Secured Claim            100%             100%
  Other Priority Claim           100%             100%
  General Unsecured Claim        2%-16%           1%-17%
  Unsec. Convenience Claim       25%              25%

The estimated recovery for holders of allowed general unsecured
claims of approximately 17% is based upon the estimated amount of
$11.6 million of allowed general unsecured claims.  This estimate
does not include potential litigation claims, which could exceed
$211 million, resulting in an estimated recovery for holders of
allowed general unsecured claims of approximately 1%.

In addition, under the Second Amended Plan, intercompany claims
and interests will be reinstated while other equity and existing
stockholder interests will be cancelled.

On the effective date of the Plan, the reorganized Debtors may
enter into a new credit facility.  The proceeds of the facility
will be used to (i) pay cash amounts required under the Plan; and
(ii) provide for the reorganized Debtors' capital expenditure and
liquidity needs.

The Debtors will issue warrants to the existing stockholders in
three tranches:

  -- warrants representing 5.00% of the new common stock will be
     exercisable if the aggregate equity valuation upon a
     valuation event is equal to or greater than $1.0 billion,
     plus;

  -- warrants representing 2.50% of the new common stock will be
     exercisable if the aggregate equity valuation upon a
     valuation event is equal to or greater than $1.5 billion,
     plus;

  -- warrants representing 2.50% of the new common stock will be
     exercisable if the aggregate equity valuation upon a
     valuation event is equal to or greater than $2.0 billion.

If the warrants are extended below so that they are exercisable
after the second anniversary of the Effective Date, the relevant
valuation thresholds will be increased at the rate of 30% per
annum beginning on the second anniversary of the Effective Date.

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?3f2e

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?3f30

                   About DBSD North America Inc.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve
as the Debtors' counsel.  Jefferies & Company is the proposed
financial advisors to the Debtors.  The Garden City Group Inc. is
the court-appointed claims agent for the Debtors.  When the
Debtors sought for protection from their creditors, they listed
between $500 million and $1 billion each in assets and debts.


DELANCO HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Delanco Healthcare-Belmont & Parkside LP
           dba Centennial Village
        3 Eves Drive, Suite 305
        Marlton, NJ 08053

Bankruptcy Case No.: 09-29523

Chapter 11 Petition Date: July 28, 2009

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

Debtor's Counsel: Arthur Abramowitz, Esq.
                  Cozen O'Connor
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  Email: aabramowitz@cozen.com

Estimated Assets: $0 to $50,000

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

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

         http://bankrupt.com/misc/njb09-29523.pdf

The petition was signed by Barry Feldscher, managing member of the
Company.


DOMINO'S PIZZA: Leaves Post to Accept Obama Nomination
------------------------------------------------------
Dennis F. Hightower on July 21, 2009, provided written notice to
Domino's Pizza, Inc., of his resignation from the Board of
Directors of the Company, effective July 21, 2009.

Mr. Hightower stated that his resignation was required due to the
President of the United States' intent to nominate Mr. Hightower
to the position of Deputy Secretary of Commerce.  Mr. Hightower
confirmed that the resignation was not due to any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.

"Dennis is a proven leader with management skills honed through
years of real world experience," U.S. Commerce Secretary Gary
Locke said.  "I have tasked him to make this department a leader
among cabinet agencies in efficiency and reform."

Secretary Locke recommended Mr. Hightower to the President after
an intensive search process.

If he is confirmed by the Senate, Hightower will take control of
an office that provides management oversight to the Department's
12 bureaus, overseeing operations totalling more than $17 billion
dollars.

                       About Domino's Pizza

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc. is the
number one pizza delivery company in the United States and has a
leading international presence.  The Company operates through a
network of Company-owned stores, all of which are in the United
States, and franchise stores located in all 50 states and in more
than 60 countries.  In addition, Domino's Pizza operates regional
dough manufacturing and supply chain centers in the United States
and Canada.

As at June 14, 2009, the Company had $461.9 million in total
assets; $158.8 million in total current liabilities and
$1.67 billion in total long-term liabilities, resulting in
$1.37 billion in stockholders' deficit.


DOMINO'S PIZZA: Panel Approves Equity Plan Grants to CEO Brandon
----------------------------------------------------------------
Domino's Pizza, Inc., reports that on July 23, 2009, the
Compensation Committee of the Board of Directors approved the
following equity plan grants to Chairman and Chief Executive
Officer, David A. Brandon; (i) stock options for 78,000 shares of
Common Stock of the Company, and (ii) 95,000 shares of
performance-based restricted stock of the Company.

Both of the equity grants are subject to the same terms and
conditions of the Company's current standard grant agreements for
stock options and performance-based restricted stock, including a
three-year vesting period for the stock options and a three-year
vesting period with each vesting tranche also requiring the
achievement of certain applicable performance-based conditions for
the performance-based restricted stock.  The equity grants are in
addition to the contractual equity grant awards contained in Mr.
Brandon's employment agreement.

                       About Domino's Pizza

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc. is the
number one pizza delivery company in the United States and has a
leading international presence.  The Company operates through a
network of Company-owned stores, all of which are in the United
States, and franchise stores located in all 50 states and in more
than 60 countries.  In addition, Domino's Pizza operates regional
dough manufacturing and supply chain centers in the United States
and Canada.

As at June 14, 2009, the Company had $461.9 million in total
assets; $158.8 million in total current liabilities and
$1.67 billion in total long-term liabilities, resulting in
$1.37 billion in stockholders' deficit.


DONALD BRANDT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Donald H. Brandt
        PO Box 14366
        Bradenton, FL 34280

Case No.: 09-16166

Chapter 11 Petition Date: July 27, 2009

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

Debtor's Counsel: Amy C. Boohaker, Esq.
                  Law Office of Amy C. Boohaker, PA
            1800 Second Street, Suite 715
                  Sarasota, FL 34236
                  Tel: (941) 366-9690
                  Fax: (941) 366-9605
            Email: ab@boohakerlaw.com

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

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

The petition was signed by Mr. Brandt.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
1st Data                       Installment loan/      $2,819
                               lease

American Home Mtg Svci         437-439 Lyle, West     $124,661
                               Milton, Ohio           (119,500
                                                       secured)

Aspire/Cb&T                    CreditCard             $6,054
9 Mutec Dr
Columbus, GA 31907

B.W.B. of TN, Inc.             Services               $6,458

Bank of America                Credit Card            $11,012

Charlotte County Tax Collect   Real Property          $5,680
                               Taxes - 2586           (0.00
                               Tamiami Trail          secured)

Charlotte County Tax Collect   Real Property          $5,668
                               Taxes - 2586           (0.00
                               Tamiami Trl            secured)

Chase Manhattan Mortga         832-834                $119,840
                               Comanche, Tipp         (117,000
                               City, Ohio              secured)

Clerk & Master's Office        Real property taxes    $42,167
                                                      (0.00
                                                       secured)

Clerk & Master's Office        Real property taxes    $26,299
                                                      (0.00
                                                       secured)

Clerk & Master's Office        Real property taxes    $23,198
                                                      (0.00
                                                       secured)

Fia Csna                       CreditCard             $8,119

First Equity Card Corp         Credit Card            $10,852

GE Money Bank                  Credit Card-Lowes      $4,597

Lydia Callison, Treasurer      Real property taxes    $3,987
                               -437 Lyle Dr           (0.00
                                                      secured)

Lydia Callison, Treasurer      Real property taxes    $3,790
                               -429 Lyle Dr           (0.00
                                                      secured)

Lydia Callison, Treasurer      Real property taxes    $2,938
                               -36 Teri Drive         (0.00
                                                      secured)

Rice Oil Co, Inc.              Supplies               $10,229

Rogers Group                   Building supplies      $151,822
PO Box 102798
Atlanta, GA 30368

State of Tennessee             Environmental fees     $26,800
Dept of Environment &
Conser


DWIGHT BARTON: Section 341(a) Meeting Slated for August 17
----------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Dwight David Barton's Chapter 11 case on August 17, 2009, at
2:00 p.m.  The meeting will be held at 1000 Elm Street, 7th Floor,
Room 702, Manchester, New Hampshire.

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.

Laconia, New Hampshire-based Dwight David Barton, dba Lakes Region
Landmark Properties, filed for Chapter 11 on July 10, 2009 (Bankr.
D. N.H. Case No. 09-12564.)  William S. Gannon PLLC represents the
Debtor in his restructuring efforts.  The petition says that
assets range from $10,000,001 to $50,000,000 while debts are
between $1,000,001 and $10,000,000.


DWIGHT BARTON: Selects William Gannon as General Counsel
--------------------------------------------------------
Dwight David Barton, dba Lakes Region Landmark Properties, asks
the U.S. Bankruptcy Court for New Hampshire for permission to
employ William S. Gannon PLLC as its general counsel.

The Debtor needs the assistance of the firm to (i) carry out its
obligations as debtor-in-possession, (ii) protect and preserve the
estate, (iii) negotiate or litigate with creditors, (iv) advise
the Debtor in the preparation of a plan of reorganization, and (v)
perform other legal services as may be required from time to time
in this matter.

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

Laconia, New Hampshire-based Dwight David Barton, dba Lakes Region
Landmark Properties, filed for Chapter 11 on July 10, 2009 (Bankr.
D. N.H. Case No. 09-12564.)  William S. Gannon PLLC represents the
Debtor in his restructuring efforts.  The petition says that
assets range from $10,000,001 to $50,000,000 while debts are
between $1,000,001 and $10,000,000.


EAGLE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eagle Solutions Acquisition Corp.
        100 Eagle Parkway
        P.O. Box 350
        Adairsville, GA 30103

Bankruptcy Case No.: 09-42992

Chapter 11 Petition Date: July 28, 2009

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Cameron M. McCord, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: cmccord@joneswalden.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
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ganb09-42992.pdf

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


EDDIE BAUER: Ontario Superior Court Sets September 21 Bar Date
--------------------------------------------------------------
The Superior Court of Justice of Ontario issued on July 22, 2009,
an order approving a claims procedure for creditors of Eddie Bauer
of Canada, Inc. and Eddie Bauer Customer Services Inc., the
applicants pursuant to the Companies' Creditors Arrangement Act.

Applicants' creditors should have received proof of claim packages
by mail, if those creditors are known to the Applicants, and if
the Applicants have those creditors' current address.  Creditors
may also obtain a copy of the order and a proof of claim package
from the Web site of RSM Richter Inc., the court-appointed monitor
of the Applicants, at http://www.rsmrichter.com/or by contacting
the Monitor at (416) 932-6012 or by fax at (416) 932-6200.

Proofs of claim must be submitted to the Monitor for any claim
against the Applicants, whether unliquidated, contingent or
otherwise, including: (a) claims against any current or former
director or officer of the Applicants; (b) claims that arose as a
result of the restructuring, termination, repudiation or
disclaimer of any lease, contract, employment agreement or other
agreement during the Applicants' CCAA proceedings.

Completed proofs of claim must be received by the Monitor by 4:00
p.m. (Eastern Daylight Time) on September 21, 2009.

As reported in the Troubled Company Reporter on July 16, 2009,
the U.S. Bankruptcy Court for the District of Delaware entered
an order approving a cross-border insolvency protocol that will
govern the conduct of all parties both in the Chapter 11 cases in
Delaware and the insolvency proceedings in Canada of the Eddie
Bauer entities.

Eddie Bauer Holdings, Inc., et al.'s Chapter 11 cases are pending
in the Delaware Court, while Eddie Bauer of Canada, Inc. and Eddie
Bauer Customer Services Inc.'s insolvency proceedings under the
Companies Creditors Arrangement Act are pending in the Ontario
Superior Court of Justice in Canada.  Eddie Bauer, Inc., is the
parent company of the Canadian Debtors.

The cross-border insolvency protocol was drafted to ensure the
efficient and orderly administration of both the U.S. and Canadian
proceedings as well as to coordinate activities for the benefit of
each of the Debtors' respective estates and stakeholders.

A full-text copy of the approved cross-border insolvency protocol
is available at:

     http://bankrupt.com/misc/ebauer.insolvencyprotocol.pdf

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

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

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

Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed a monitor in the Canadian proceedings.


EDDIE BAUER: Court to Hear Otto Japan Contract Objection Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on June 30 to consider an objection filed by
Otto Japan, Inc. to the assignment of its contracts to the buyer
of Eddie Bauer Inc.'s assets.

Otto Japan, Inc., formerly Otto-Sumisho, Inc., is a franchisee,
intellectual property licensee and strategic collaborator with
Eddie Bauer, Inc.  They formed Eddie Bauer Japan, Inc., a Japanese
company functioning like a joint venture in which Otto owns 70%
and Eddie Bauer 30%.

Counsel to Otto Japan, Leigh-Anne M. Raport, Esq., at Pepper
Hamilton LLP, relates that Otto's agreement with Eddie Bauer are
not assignable without the consent of Otto (or Eddie Bauer Japan).
At the time of the filing of its objection, Otto Japan said it was
not consenting to the assignment.

In addition, Otto Japan objects to the proposed zero-dollar cure
amount with respect to their Joint Venture Agreement

According to Ms. Raport, Eddie Bauer is obligated to pay 30% of
the operating loss of the joint venture which share amounts to
JPY195 million (approximately US $2 million).

While it has not granted a consent, Otto said it welcomes
discussions with any potential bidder of the assets of Eddie
Bauer, and it continues to be interested in pursuing a
relationship with the ultimate buyer in order to continue the
relationship with Eddie Bauer in Japan going forward.

Otto Japan's objection was filed prior to the auction where a
winning bidder was selected for most of Eddie Bauer's assets.
As reported by the TCR on July 24, 2009, Eddie Bauer received
Bankruptcy Court approval to proceed with the sale of its business
to Golden Gate Capital for $286 million in cash.

Early this month, the Bankruptcy Court approved the Debtors'
retention of Alvarez & Marsal North America LLC as their
restructuring advisors, Young Conaway Stargatt & Taylor LLP as
their bankruptcy attorneys, Latham & Watkins LLP as attorneys, and
Peter J. Solomon as investment banker and financial advisor.

                         About Eddie Bauer

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

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

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

The Official Committee of Unsecured Creditors in the bankruptcy
cases of Eddie Bauer has tapped Cooley Godward Kronish LLP as lead
counsel; Capstone Advisory Group, LLC as financial advisor; Young
Conaway Stargatt & Taylor, LLP as co-counsel; and Lang Michener
LLP as Canadian counsel.


EURAMAX INTERNATIONAL: S&P Raises Corp. Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Norcross,
Georgia-based Euramax International Inc., including the long-term
corporate credit rating, to 'B-' from 'D'.  At the same time, S&P
assigned a 'B-' issue-level rating to Euramax's new $513 million
first-lien debt securities due 2013.  The recovery rating on this
debt is '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of a default.  The outlook is negative.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.

If markets remain weak or the company cannot meaningfully improve
profitability, expected headroom under financial covenants could
become limited.  If Euramax does not maintain adequate headroom
under covenants or if liquidity is otherwise impaired, S&P could
lower the ratings.  For example, if the run-rate of EBITDA does
not appear likely to improve to more than $60 million in 2010, S&P
could lower the ratings.  An outlook revision to stable is
possible if the company improves operating performance and there
is an expectation that the financial covenants will not be
breached.  For instance, if EBITDA approaches $80 million in 2010
and appears likely to continue to improve, S&P could revise the
outlook to stable.


EXTENDED STAY: Gets Final Approval on Cash Collateral Use
---------------------------------------------------------
Extended Stay Inc. and its debtor affiliates obtained final
approval from the U.S. Bankruptcy Court for the Southern District
of New York to use the cash earmarked as collateral for their
$4.1 billion loan.  The Prepetition Loan, availed by David
Lichtenstein, chairman of Lightstone Group LLC, from Wachovia
Bank N.A., Bank of America N.A., and Bear Stearns Commercial
Mortgage Inc., was used to finance the acquisition of Extended
Stay units from Blackstone Group LP in April 2007.

"In the absence of the continued use of cash collateral, it would
be impossible for the Debtors to continue to operate their
business, even for a limited period of time, and serious and
irreparable harm to the Debtors, their estates and their
creditors would occur," Judge James Peck wrote in a 39-page
order.

Pursuant to the Final Cash Collateral Order, the Debtors are
authorized to use the Cash Collateral in accordance with a
13-week budget starting on the week ended July 17, 2009, until
TriMont Real Estate Advisors Inc., as special servicer of the
$4.1 billion loan, declares a termination or restriction of the
Debtors' access to the Cash Collateral.

A copy of the 13-week budget ending on the week of October 9,
2009, is available for free at:

        http://bankrupt.com/misc/ESI13-WeekBudget.pdf

To provide further adequate protection to U.S. Bank National
Association and the trust where the $4.1 billion is deposited,
Judge Peck ruled that the Debtors' continued use of the Cash
Collateral is conditioned on their observance of and timely
performance of the terms governing the preservation and
inspection of the Collateral for the $4.1 billion loan.  He
authorized the Debtors to conduct, if requested by Trimont, a
weekly telephonic conference call for a review of their financial
condition and to find out if the Debtors are using the cash in
accordance with the budget.

The Debtors are not allowed to sell, transfer, lease, encumber or
dispose of the Collateral without the consent of Trimont in the
ordinary course of their business or pursuant to a court order.

If an event of default occurs and Trimont declares a termination,
reduction or restriction of the ability of the Debtors to use the
Cash Collateral, the Debtors and the Official Committee of
Unsecured Creditors can ask the Court to hold an emergency
hearing to determine whether an event of default has truly
occurred or not, among other things.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/ESIFinalCashCollOrder.pdf

Prior to the entry of the Court's final ruling, the Creditors
Committee and several other parties, including Bank of America
N.A., Wachovia Bank N.A. and U.S. Bank, objected to the Debtors'
Cash Collateral Motion.  The parties complained, among other
things, that the Debtors failed to demonstrate the entitlement to
"adequate protection" of U.S. Bank and the Trust and to show that
the use of the cash collateral would be beneficial to the
Debtors.

The Debtors countered the Objectors' contentions by filing in
Court an omnibus response to the objections, clarifying that the
proposed order on the use of Cash Collateral already contains
provisions that grant adequate protection in case of any
diminution in the value of the collateral, among other things.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: To File Schedules and Statements by Sept. 28
-----------------------------------------------------------
Extended Stay Inc. and its debtor affiliates asked the Court to
move the deadline by which they must filed their schedules of
assets and liabilities and statements of financial affairs from
July 30, 2009, to September 28, 2009.

Attorney for the Debtors, Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York, said the Debtors need the
additional time to prepare the Schedules given the limited
resources available to gather and evaluate information needed for
the Schedules.

Ms. Marcus further explained that since the bankruptcy filing,
HVM L.L.C.'s employees have focused their attention on
maintaining the Debtors' hotel business and in responding to
inquiries concerning the Debtors' bankruptcy.  HVM is an
affiliate of Extended Stay that manages Extended Stay's hotel
business operations.

"The exigent and complicated circumstances of these cases have
forced the Debtors and HVM to allocate most of their limited
resources since the [bankruptcy filing] to efforts dedicated to
stabilizing the Debtors' operations and engaging in discussions
and organizing a series of meetings with the Debtors' numerous
stakeholders," Ms. Marcus pointed out.

"In light of these circumstances, it has become apparent that the
preparation necessary to complete the schedules will take far
more time than the Debtors initially anticipated," Ms. Marcus
said.

Accordingly, the Court entered a bridge order extending the
Schedules and Statements Filing Deadline until the entry of a
formal order approving the Debtors' request.  A hearing to
consider approval of the request is scheduled for August 12,
2009.  Creditors and other concerned parties have until August 7,
2009, to file their objections.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Creditors Committee to Probe Lichtenstein, et al.
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Extended Stay
Inc.'s cases is set to investigate David Lichtenstein and several
others in connection with their agreements regarding the
restructuring of Extended Stay Inc. and its debtor affiliates.

The Creditors Committee wants to investigate Mr. Lichtenstein
concerning the alleged promises of Cerberus Capital Management
L.P. and Centerbridge Partners L.P. to indemnify him against
$100 million in liabilities and provide another $5 million to
fight claims that might be asserted by junior lenders.

Earlier reports noted that Mr. Lichenstein was allegedly induced
by lenders to put the Debtors in bankruptcy to push out junior
loan holders in return for the indemnification and the
$5 million claims defense budget.

Mr. Lichtenstein is the chairman of Lightstone Group LLC, the
company that acquired Extended Stay from Blackstone Group LP in
April 2007 through the $7.4 billion loan that it availed from
Wachovia Bank N.A., Bank of America N.A, and Bear Stearns
Commercial Mortgage Inc.  The $7.4 billion consisted of $3.3
billion "mezzanine" loan and $4.1 billion mortgage loan, a
portion of which is owned by Cerberus and Centerbridge.

Also to be investigated are the officers of HVM LLC, HVM Manager
LLC, HVM Canada Hotel Management ULC (Alberta), and financial
advisers of Cerberus and Centerbridge, among others.

The hearing to consider approval of the proposed investigation is
scheduled for August 12, 2009.  Creditors and other concerned
parties have until August 5, 2009, to file their objections.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Court Junks Line Trust, Deuce Petition to Probe
--------------------------------------------------------------
Line Trust Corporation Ltd. and Deuce Properties Ltd. sought
permission from the Bankruptcy Court to investigate David
Lichtenstein and three other parties in a bid to find out what
caused the bankruptcy filing of Extended Stay Inc. and its debtor
affiliates.  Line Trust and Deuce Properties want Mr.
Lichtenstein, Joseph Teichman, Will Cleaver and Kent Rockwell
investigated regarding the business operations of, as well as the
transactions made by, the Debtors particularly with their lenders,
which include Wachovia Bank N.A., Bank of America N.A, and Bear
Stearns Commercial Mortgage Inc.

After due consideration, the Bankruptcy Court junked the request
of Line Trust Corporation Ltd. and Deuce Properties Ltd. to
investigate David Lichtenstein and three others in connection with
the bankruptcy filing of Extended Stay Inc. and its debtor
affiliates.

Line Trust and Deuce Properties proposed to investigate Mr.
Lichenstein and certain officers of Extended Stay in a bid to
find out what caused the bankruptcy of Extended Stay.

Mr. Lichenstein and Extended Stay's lenders are currently facing
a lawsuit filed by  Line Trust and Deuce in the Supreme Court in
New York.  Line Trust and Deuce accused the lenders of inducing
Mr. Lichtenstein to put Extended Stay and its affiliates in
bankruptcy to push out junior loan holders.  In return, the
lenders allegedly promised to indemnify Mr. Lichtenstein against
$100 million in liabilities and provide another $5 million to
fight claims that might be asserted by junior lenders.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Cases vs. Lichtenstein Removed to Bankr. Court
-------------------------------------------------------------
Acting Chief Judge Robert Ward of the U.S. District Court for the
Southern District of New York transferred to the U.S. Bankruptcy
Court for the Southern District of New York three cases related
to the Chapter 11 proceedings of Extended Stay Inc. and its
debtor affiliates.

The three cases or complaints were initially filed in June 2009
before the New York Supreme Court.  Following the bankruptcy
filing of Extended Stay and its affiliates, the defendants of the
cases filed notices, removing the cases from New York Supreme
Court to the New York District Court and requesting that those
cases be referred to the New York Bankruptcy Court on grounds
that they are linked to the Chapter 11 proceedings of Extended
Stay.

David Lichtenstein was named a defendant of the case jointly
filed by Line Trust Corporation Ltd. and Deuce Properties Ltd.,
and another case jointly filed by Bank of America N.A., Wachovia
Bank N.A. and U.S. Bank National Association.

Mr. Lichtenstein is the chairman of Lightstone Group LLC, the
company that acquired Extended Stay from Blackstone Group LP in
April 2007.  He was charged with breach of contract after he
allegedly failed to honor his obligations as guarantor under a
series of agreements to pay $100 million to the companies.

The third case was filed by Five Mile Capital II SPE ESH LLC
against Cerberus Capital Management L.P., Centerbridge Partners
L.P, The Blackstone Group Inc. and GEM Capital Management Inc.
Five Mile Capital alleged that the defendants allegedly engaged
in talks with Extended Stay on the restructuring of the Debtor's
debt.  Five Mile Capital asserted that the negotiations led to an
"agreement" on the terms of a restructuring that were detrimental
to the company while beneficial to the defendants.

The cases are now captioned as adversary proceedings under the
jurisdiction of the New York Bankruptcy Court with these case
numbers:

Proceeding                                Adv. Case No.
----------                                -------------
Bank of America, N.A., Wachovia Bank,       09-01353
N.A., U.S. Bank National Association,
as trustee for Maiden Lane Commercial
Mortgage Backed Securities Trust
2008-1 vs. Lightstone Holdings LLC
and David Lichtenstein

Line Trust Corporation Ltd. and             09-01354
Deuce Properties Ltd. vs. David
Lichtenstein, Lightstone Holdings
LLC, Wells Fargo Bank, N.A.,
Wachovia Bank N.A., Bank of America
NA, US Bank National Association,
Cerberus Capital Management LP,
Centerbridge Partners LP, John
Does 1-20

Five Mile Capital II SPE ESH LLC            09-01367
vs. Cerberus Capital Management LP,
Centerbridge Partners LP, The
Blackstone Group, Inc., Gem Capital
Management, Inc.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: BofA, et al., Want Suit Remanded to Supreme Court
----------------------------------------------------------------
Bank of America, N.A., Wachovia Bank, N.A., Merrill Lynch
Mortgage Lending, Inc., U.S. Bank National Association, solely in
its capacity as Trustee for Maiden Lane Commercial Mortgage
Backed Securities Trust 2008-1, Debt II ESH, L.P.,
Debt-U ESH, L.P. and KeyBank National Association asked the U.S.
Bankruptcy Court for the Southern District of New York on
July 16, 2009, to remand a lawsuit they initiated against
Lightstone Holdings LLC and its chairman back to the New York
Supreme Court.

The BofA Plaintiffs filed the Motion to Remand after the U.S.
District Court for the Southern District of New York transferred
their Complaint to the U.S. Bankruptcy Court for the Southern
District of New York on July 10, 2009.  The Lawsuit was
originally brought by the BofA Plaintiffs before the New York
Supreme Court after Lightstone Holdings and its chairman, David
Lichtenstein, allegedly failed to honor their obligation as
guarantors under a series of guaranty agreements to pay
$100 million to the Plaintiffs.

Following the bankruptcy filing of Extended Stay Inc. and its
affiliated debtors, the Defendants filed a notice on July 8,
2009, removing the Lawsuit from the NY Supreme Court to the
District court and requesting that the Lawsuit be referred to the
Bankruptcy Court on grounds that it is related to the Debtors'
bankruptcy proceedings.

H. Peter Haveles Jr., Esq., at Kaye Scholer LLP, in New York,
says remand is required because the Lawsuit is not related to
Debtors' bankruptcy proceedings based on the terms of the
guaranty agreements.

"Pursuant to the guaranty agreements, defendants are non-debtors
who are primary obligors and who have expressly waived and
released any claim of indemnity or contribution against Debtors,"
Mr. Haveles relates in court papers.

"Plaintiffs breach of contract claim will not affect the property
available for distribution to the Debtors' creditors or the
allocation of that property," he argues.

Mr. Haveles contends that the Bankruptcy Court must abstain from
adjudicating the BofA Plaintiffs' claim since it is based purely
on state law and can be timely adjudicated in the New York State
Supreme Court.

"The] [Bankruptcy] Court should exercise its discretion to
abstain or equitably remand because [the] plaintiffs' claim is a
non-core claim against parties who are not debtors, involving
only state law issues, and because defendants have waived any
right to seek indemnification from Debtors," Mr. Haveles asserts.

The hearing to consider approval of the request is scheduled for
August 12, 2009.  Creditors and other concerned parties have
until August 6, 2009, to file their objections.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


F&R REALTY GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: F&R Realty Group, LLC
        PO Box 90115
        Pittsburgh, PA 15224

Bankruptcy Case No.: 09-25492

Chapter 11 Petition Date: July 27, 2009

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

Debtor's Counsel: Scott M. Hare, Esq.
                  Bartony & Hare, LLP
                  Law & Finance Building, Suite 1801
                  429 Fourth Avenue
                  Pittsburgh, PA 15219
                  Tel: (412) 338-8632
                  Fax: (412) 338-6611
                  Email: smhare@bartlaw.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 David Grenick, president of the
Company.


FEDERAL-MOGUL: To Hold 2Q Financial Results Call Today
------------------------------------------------------
Federal-Mogul Corporation announced that the
Company's second quarter 2009 financial results conference call
and audio Web cast will be held on Thursday, July 30, 2009, at
9:00 a.m., EDT.

    To participate in the call:

    Domestic calls: 888-713-4216
    International calls: 617-213-4868
    Pass code I.D. # 10438213

To facilitate rapid connection the morning of the call, pre-
register at:

https://www.theconferencingservice.com/prereg/key.process?key=P6X
T3YLHE

The live audio Web cast will be available on July 30, 2009, in the
Investor Relations section of the corporate Web site:

  http://phx.corporate-ir.net/phoenix.zhtml?c=97066&p=irol-irhome

An audio replay of the call will be available two hours following
the call and will be accessible until August 30, 2009, at:

    Domestic calls: 888-286-8010
    International calls: 617-801-6888
    Pass code I.D. # 21444961

The second quarter press release can be downloaded on July 30, at
7:15 a.m., EDT, by going here: http://federalmogul.mediaroom.com/

    Investor Relations Contact: David Pouliot
                                (248) 354-7967
                                David.Pouliot@federalmogul.com

                  About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

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

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Had $100.8 Million Net Loss in First Quarter
-----------------------------------------------------------
                Reorganized Federal-Mogul Corp.
                         Balance Sheet
                         (In millions)

                            Assets
                                           March 31    March 31
                                             2009        2008
                                           --------    --------
Current Assets:
Cash and equivalents                         $663.7      $888.2
Accounts receivable                           983.1       938.7
Inventories                                   888.3       893.7
Prepaid expenses and other current assets     281.1       267.4
                                           --------    --------
Total current assets                         2,816.2     2,988.0

Property, plant and equipment                1,820.6     1,910.6
Goodwill & indefinite-lived
intangible assets                           1,406.5     1,430.4
Definite-lived intangible assets, net          551.4       563.9
Other non-current assets                       282.4       342.7
                                           --------    --------
Total Assets                                $6,877.1    $7,235.6
                                           ========    ========

             Liabilities and Shareholders' Equity

Short-term debt &
current portion of long-term debt            $100.8      $101.7
Accounts payable                               497.4       622.5
Accrued liabilities                            508.1       483.1
Current portion of postemployment
benefit liability                              60.0        61.0
Other current liabilities                      153.2       173.8
                                           --------    --------
Total current liabilities                    1,319.5     1,442.1

Long-term debt                               2,764.8     2,768.0
Post-employment benefits                     1,224.9     1,240.1
Long-term portion of deferred income taxes     546.9       553.4
Other accrued liabilities                      208.4       235.9

Shareholders' equity:
  Preferred stock                                --          --
  Common stock                                  1.0         1.0
  Additional paid-in capital                2,122.7     2,122.7
  Accumulated deficit                        (569.0)     (467.9)
  Accumulated other comprehensive loss       (768.7)     (688.0)
  Treasury stock, at cost                     (16.7)      (16.7)
                                           --------    --------
Total Shareholders' Equity                     769.3       951.1
                                           --------    --------
Noncontrolling interests                        43.3        45.0
                                           --------    --------
Total Liabilities & Shareholders' Equity    $6,877.1    $7,235.6
                                           ========    ========

                Reorganized Federal-Mogul Corp.
                    Statement of Operations
                         (In millions)

                                            Three Months Ended
                                           March 31    March 31
                                             2009        2008
                                           --------    --------
Net sales                                   $1,237.5    $1,859.2
Cost of products sold                       (1,079.8)   (1,592.8)
                                           --------    --------
Gross margin                                   157.7       266.4

Selling, general & administrative expenses    (184.1)     (208.7)
Interest expense, net                          (34.0)      (48.2)
Amortization expense                           (12.2)      (16.1)
Chapter 11 & U.K. Administration expenses       (0.8)       (9.8)
Equity earnings of unconsolidated affiliates     0.6         8.7
Restructuring expense, net                     (38.3)       (1.7)
Other income, net                               14.4        (1.8)
                                           --------    --------
Income before Income Taxes                     (96.7)      (11.2)

Income Tax Expense                              (4.1)      (19.6)
                                           --------    --------
Net Loss                                     ($100.8)     ($30.8)
                                          =========   =========

                   Federal-Mogul Corporation
                    Statement of Cash Flows
                         (In millions)

                                            Three Months Ended
                                           March 31    March 31
                                             2009        2008
Cash Provided From (Used By)                --------    --------
Operating Activities:
Net loss attributable to FMC                 ($101.1)     ($31.5)
Adjustments to reconcile
net loss to net cash:
  Depreciation and amortization                77.3        88.4
  Cash received from 524(g) Trust                --       225.0
  Change in postemployment benefits            14.1        (9.7)
  Change in deferred taxes                     (3.5)        1.8
Changes in operating assets & liabilities:
  Accounts receivable                         (66.7)     (138.8)
  Inventories                                 (22.2)       36.9
  Accounts payable                           (106.9)      (42.9)
  Other assets & liabilities                   48.8       (13.5)
                                           --------    --------
Net Cash Provided From                        (160.2)      115.7
Operating Activities

Cash Provided From (Used By)
Investing Activities:
Expenditures for property, plant & equipment   (44.7)      (64.1)
Net proceeds from the sale of property            --         2.6
Payments to acquire business                      --        (4.7)
                                           --------    --------
Net Cash Used by Investing Activities          (44.7)      (66.2)

Cash Provided From (Used By)
Financing Activities:
Proceeds from borrowings on exit facility         --     2,082.0
Repayment of Tranche A, Revolver & PIK Notes      --    (1,790.8)
Principal payments on long-term debt            (7.4)       (7.4)
Increase (decrease) in short-term debt           2.1        (6.3)
Decrease (increase) in other long-term debt     (0.9)        9.9
Net payments from factoring arrangements        (8.5)       (2.4)
Debt issuance fees                              (0.2)       (0.3)
                                           --------    --------
  Net Cash (Used By) Investing Activities     (14.9)      284.7

  Effect of foreign currency exchange
  rate fluctuations on cash                    (4.7)        4.8

(Decrease) increase in Cash and Equivalent    (224.5)      339.0

Cash and equivalents at beginning of period    888.2       425.4
                                           --------    --------
Cash and equivalents at end of period         $663.7      $764.4
                                           ========    ========

                 About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

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

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Results of 2009 Stockholder Meeting
--------------------------------------------------
Federal-Mogul Corporation held its 2009 annual meeting of
stockholders on May 27, 2009, at the offices of Sidley Austin
LLP, located at 787 Seventh Avenue, in New York.

In a Schedule 14A proxy statement filed with the U.S. Securities
and Exchange Commission, Robert L. Katz, Federal-Mogul's senior
vice president, general counsel, and corporate secretary,
disclosed that the purpose of the meeting was to:

  (a) elect nine directors, each for a term of one year; and

  (b) conduct other business as may properly be brought before
      the meeting.

As of April 2, 2009, there are 99,404,500 shares of Federal-Mogul
common stock, par value $0.01 per share, outstanding.

Mr. Katz related that these directors or officers beneficially
own more than 5% of the Company's common stock, as of April 2,
2009:

Director/Officer                Shares Owned         % Class
----------------                ------------         -------
IEH FM Holdings, LLC              75,241,924          75.69%
Nineteen Eighty-Nine, LLC          5,864,455           5.90%
Jose Maria Alapont                 3,200,000           3.22%
Jean Brunol                               --             --
Gerard Chochoy                            --             --
Rene L. F. Dalleur                        --             --
Jeff Kaminski                             --             --
G. Michael Lynch                         239    Less than 1%
Carl C. Icahn                     75,241,924          75.69%
Vincent J. Intrieri                       --             --
Keith A. Meister                          --             --
David S. Schechter                        --             --
Neil S. Subin                             --             --
James H. Vandenberghe                     --             --
George Feldenkreis                    60,000   Less than 1%
J. Michael Laisure                        --             --
All Directors and Officers        78,501,924          78.97
    as a group, 24 persons

The shares shown include shares that are individually or jointly
owned by the directors and officers, as well as shares over which
the individual has either sole or shared investment or voting
authority.

A full-text copy of the proxy statement is available at no charge
at http://researcharchives.com/t/s?3fed

                  About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the Company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

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

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative. "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FLYING J: Court OKs $250MM Longhorn Sale; To Exit Ch. 11 Soon
-------------------------------------------------------------
Magellan Midstream Partners, L.P.'s purchase of substantially all
of the assets of Longhorn Partners Pipeline, L.P., from Flying J
Inc. has been approved by the bankruptcy court.  Closing was
expected to occur 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 Magellan CEO Don Wellendorf.  "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
August 3 and related call at 1:30 p.m. Eastern that day.

         100% Payment to Creditors, Emergence From Ch 11

The Magellan deal, along with that of Pilot Travel Centers, will
let Flying J emerge more quickly form Chapter 11 bankruptcy, Lois
M. Collins at Deseret News reports, citing Flying J chairperson
adn CEO Crystal Call Maggelet.  "We expect to pay back 100% of our
creditors and hopefully exit bankruptcy fairly soon," the report
quoted Ms. Maggelet as saying.

Flying J retains the Transportation Alliance Bank, a credit-card
processing company called PCH, and an oil refinery in North Salt
Lake, Deserte News says, citing Ms. Maggelet.  According to
Deseret News, Flying J keeps a stake in the merged travel centers,
which gives it partial ownership of a much bigger travel-center
company, as well as various real estate holdings.  The report
states that the travel-center headquarters will be in Knoxville,
Tennessee, with Pilot.  Ms. Maggelet, according to the report,
said that Flying J's headquarters will stay in Ogden.

Citing Ms. Maggelet, Deseret News states that consumers are
unlikely to see any difference at all, as Pilot and Flying J
travel centers keep their existing names.  The report says that
some workers will be paid by a different company.

"Flying J will be a company that still has 100 percent ownership
in several businesses and a minority ownership in other
businesses," she said. "The brand is being purchased, I guess, on
the retail side. But half of the profitability historically has
been the refinery."

                     About Magellan Midstream

Magellan Midstream Partners, L.P. (NYSE: MMP) --
http://www.magellanlp.com-- 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.

                          About Flying J

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

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

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

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


FORD MOTOR: Amends Bank Loan to Facilitate DOE Application
----------------------------------------------------------
Ford Motor Company on July 22, 2009, entered into the Third
Amendment to the Credit Agreement dated as of December 15, 2006,
among the Company and its subsidiaries, the several banks and
other financial institutions or entities from time to time parties
thereto, Citibank, N.A., and Goldman Sachs Credit Partners, L.P.,
as syndication agents, JPMorgan Chase Bank, N.A., as
administrative agent and the other agent parties.

The amendment was approved by revolving and term loan lenders
holding 93.2% of the aggregate principal amount of loans and
commitments outstanding under the Credit Agreement, which exceeded
the requirement that lenders holding a majority of the aggregate
principal amount of loans and commitments outstanding approve the
amendment for it to become effective.

Prior to the Third Amendment, the Credit Agreement provided for a
$4 billion Permitted Second Lien Debt basket.  As a result of the
Third Amendment, the Credit Agreement has been amended to, among
other things, permit up to $14.4 billion of Permitted Second Lien
Debt to be secured by liens on the collateral securing the Credit
Agreement.  The amended Permitted Second Lien Debt basket is
comprised of the previous $4 billion basket -- Primary Second Lien
Debt -- plus up to $5.9 billion for Permitted Phase I Government
Debt, plus Permitted Phase II Government Debt in an amount up to
the lesser of (a) $7 billion and (b) $10.4 billion less the amount
of Permitted Phase I Government Debt outstanding at any time.  The
aggregate principal amount of Permitted Phase I Government Debt
and Permitted Phase II Government Debt is limited to
$10.4 billion.  Ford may also use any unused capacity in the
$4 billion Primary Second Lien Debt basket to secure U.S.
government loans.

Permitted Phase I Government Debt (a) must be provided by the U.S.
government in connection with the Department of Energy Advanced
Technology Vehicles Manufacturing Incentive Program or any
successor, replacement or similar program; (b) with respect to (i)
interest rate methodology, (ii) fees, (iii) amortization, (iv)
final maturity date, (v) collateral, liens, priority and inter-
creditor arrangements, and (vi) negative covenants (including the
absence of financial covenants), must not be on terms that are
materially less favorable to Ford or the Lenders than the terms
set forth in the Conditional Commitment Letter, dated June 23,
2009, by and between Ford and the DOE; and (c) must be on terms,
taken as a whole, that are not more restrictive to Ford than the
terms of the Credit Agreement (other than with respect to interest
rate, fees, call features or premiums).

Permitted Phase II Government Debt (a) must be provided by (i) the
U.S. government, or (ii) a commercial bank and guaranteed by the
U.S. government, in each case, in connection with the ATVM Program
or any successor, replacement or similar program; (b) must have a
final maturity date not earlier than six months after the later of
the Revolving Termination Date and the Term Loan Maturity Date
(each as defined in the Credit Agreement), in each case, in effect
at the date of incurrence of such Permitted Phase II Government
Debt; (c) must have a weighted average life to maturity longer
than the weighted average life to maturity of the Term Loans then
outstanding; and (d) must be on terms, taken as a whole, that are
not more restrictive to Ford than the terms of the Credit
Agreement (other than with respect to interest rate, fees, call
features or premiums).

In June 2009, Ford entered into the DOE Commitment Letter,
pursuant to which the DOE is willing to arrange a loan facility
under its ATVM Program in the aggregate principal amount of
$5.9 billion to fund over time qualifying expenses related to the
development of advanced technology vehicles.  DOE's commitment
under the DOE Commitment Letter is subject to, among other things,
preparation and execution of definitive agreements.

The Third Amendment was necessitated to facilitate Ford's
application to the DOE dated November 18, 2008 for term loans
pursuant to the ATVM Program totaling $11.4 billion, which are
required to be secured.  Ford's application, which was deemed by
the DOE to be substantially complete on December 16, 2008, relates
to ATVM Program expenditures approved by the DOE to be made by
Ford extending beyond 2011.  By mutual agreement between Ford and
the DOE, Ford's application was amended and restated on June 12,
2009, to request, initially, term loans totaling $5.9 billion to
fund, in part, the ATVM Program expenditures approved through
2011.  Loans to fund the approved ATVM Program expenditures beyond
2011 are subject to further approvals by the DOE.

A full-text copy of the Third Amendment is available at no charge
at http://ResearchArchives.com/t/s?4033

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region.
In Europe, the Company maintains a presence in Sweden, and the
United Kingdom.  The Company also distributes its brands in
various Latin-American regions, including Argentina and Brazil.

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor Co.
to Caa3 from Caa1 and lowered the company's Speculative Grade
Liquidity rating to SGL-4 from SGL-3.  The outlook is negative.
The downgrade reflects the increased risk that Ford will have to
undertake some form of balance sheet restructuring to achieve the
same UAW concessions that General Motors and Chrysler are likely
to achieve as a result of the recently-approved government bailout
loans.  Such a balance sheet restructuring would likely entail a
loss for bond holders and would be viewed by Moody's as a
distressed exchange and consequently treated as a default for
analytic purposes.


FORD MOTOR: Amends UAW Retiree Health Care Settlement Agreement
---------------------------------------------------------------
Ford Motor Company on July 23, 2009, entered into an amendment to
the Retiree Health Care Settlement Agreement dated as of March 28,
2008, with the International Union, United Automobile, Aerospace
and Agricultural Implement Workers of America and class
representatives of former UAW-represented Ford employees.

The 2008 Settlement Agreement established a new Voluntary Employee
Beneficiary Association trust that on December 31, 2009, would
assume the obligation to provide retiree health care benefits to
eligible active and retired UAW Ford hourly employees and their
eligible spouses, surviving spouses and dependents.

The Amended Settlement Agreement provides for smoothing of payment
obligations and provides Ford the option to use Ford Common Stock
to satisfy up to approximately 50% of Ford's future payment
obligations to the New VEBA.  The Amended Settlement Agreement is
subject to final court approval and other conditions.

In the event that the Amended Settlement Agreement is approved by
the court and the other conditions to its implementation are met,
Ford will issue to the New VEBA two notes, Note A and Note B,
which will have covenants and events of default that will mirror
those contained in the Credit Agreement.  These notes will be
issued to the New VEBA in lieu of:

     (i) the notes contemplated to be issued under the 2008
         Settlement Agreement (i.e., a 5.75% Senior Convertible
         Note due January 1, 2013, in the principal amount of
         $3.334 billion; a 9.5% Guaranteed Secured Note due
         January 1, 2018, in the principal amount of $3 billion;
         and a 9% Short Term Note due December 31, 2009, in the
         principal amount of $2.281 billion, which represented the
         value of the assets at December 31, 2008, in the
         Temporary Asset Account established under the 2008
         Settlement Agreement; and

    (ii) the base amount payments consisting of annual
         installments of $52.3 million payable through 2022 under
         the 2008 Settlement Agreement.

Note A, a non-interest bearing note in the principal amount of
$6,705.47 million, will require Ford to make cash payments to the
New VEBA beginning on December 31, 2009, and thereafter on June 30
of each year in the period 2010 through 2022.  Note B, a non-
interest bearing note in the principal amount of
$6,511.85 million, also will require Ford to make payments to the
New VEBA beginning on December 31, 2009, and thereafter on June 30
of each year in the period 2010 through 2022.

Note B, however, gives Ford the option, subject to certain
conditions, of making each payment in cash, Ford Common Stock, or
a combination of cash and Ford Common Stock, with any Ford Common
Stock to be delivered in satisfaction of such payment obligation
being valued based on the volume-weighted average price per share
for the 30 trading-day period ending on the second business day
prior to the relevant payment date.  The aggregate principal
amount of Note A and Note B (i.e., $13.2 billion), and the
amortization thereof, represent approximately the equivalent value
of:

     (i) the principal amounts of and interest payments on the
         Old Notes,

    (ii) the annual $52.3 million base payment amounts, and

   (iii) an additional $25 million per year during the period 2009
         through 2018, which is intended to cover transaction
         costs the New VEBA may incur in selling any shares of
         Ford Common Stock delivered pursuant to the terms of
         Note B.

Note A and Note B do not include or represent amounts constituting
assets in the existing internal VEBA ($2.7 billion at December 31,
2008) or interest payments on the Old Notes and base amount
payments made since January 1, 2009, and prior to December 31,
2009, into the TAA.  These assets or amounts will be transferred
in accordance with the original terms of the 2008 Settlement
Agreement.

Under the Amended Settlement Agreement, Ford will also issue to
the New VEBA a warrant entitling it to purchase approximately
362 million shares of Ford Common Stock at an exercise price of
$9.20 per share, which is intended to mirror the economic value of
the conversion option of the Convertible Note provided for in the
2008 Settlement Agreement.  In addition, an amended securityholder
and registration rights agreement provides for certain hedging
restrictions, certain sales restrictions relating to Note A and
Note B as well as the warrant and shares of Ford Common Stock, and
customary registration rights relating to the sale of shares of
Ford Common Stock received by the New VEBA pursuant to Ford's
stock payment option in respect of Note B, as well as the warrant
and shares of Ford Common Stock issued upon the exercise thereof.

             Amendment to 2008 Note Purchase Agreement

Ford and its wholly owned subsidiary, Ford-UAW Holdings LLC, on
July 22, 2009, amended a Note Purchase Agreement dated April 7,
2008, between them.

The Note Purchase Agreement governs and relates to the Second Lien
Note referenced above issued in April 2008 by Ford to the LLC
pursuant to the 2008 Settlement Agreement.  The amendment to the
Note Purchase Agreement was consented to by the UAW and counsel to
class representatives.

The amendment to the Note Purchase Agreement amended a covenant
therein that restricted Ford from having more than $4 billion of
second lien debt secured by its assets outstanding at any time,
subject to certain exceptions.  To permit Ford to borrow funds
from the DOE or other federal governmental authorities (or a
commercial bank and guaranteed by the DOE or other federal
governmental authority) in excess of $4 billion secured on a
second lien basis with the collateral pledged under the Credit
Agreement, the parties to the Note Purchase Agreement amended this
restriction to permit up to $14.4 billion of second lien debt,
subject to the following conditions:

     (i) any such debt in excess of $4 billion -- Junior Lien
         Debt -- must be owed to the DOE or other federal
         governmental authority -- or a commercial bank and
         guaranteed by the DOE or other federal governmental
         authority;

    (ii) any Junior Lien Debt, through an inter-creditor
         agreement, must be junior to the Second Lien Note; and

   (iii) subject to certain exceptions, the Note Purchase
         Agreement must be amended to include the benefit of any
         terms contained in existing or future Junior Lien Debt if
         such terms, taken as whole, are more favorable to the
         lenders thereof than those contained in the Note Purchase
         Agreement.

The covenant, as amended, also will be a term of Note A and
Note B.

The Note Purchase Agreement also was amended to add covenants and
events of default that are consistent with those provided for in
the DOE Commitment Letter.  The additional covenants and events of
default mirror those contained in the Credit Agreement.

A full-text copy of the Amendment to UAW Retiree Health
Care Settlement Agreement is available at no charge at:

               http://ResearchArchives.com/t/s?4034

A full-text copy of the Amendment to 2008 Note Purchase Agreement
is available at no charge at http://ResearchArchives.com/t/s?4035

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region.
In Europe, the Company maintains a presence in Sweden, and the
United Kingdom.  The Company also distributes its brands in
various Latin-American regions, including Argentina and Brazil.

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor Co.
to Caa3 from Caa1 and lowered the company's Speculative Grade
Liquidity rating to SGL-4 from SGL-3.  The outlook is negative.
The downgrade reflects the increased risk that Ford will have to
undertake some form of balance sheet restructuring to achieve the
same UAW concessions that General Motors and Chrysler are likely
to achieve as a result of the recently-approved government bailout
loans.  Such a balance sheet restructuring would likely entail a
loss for bond holders and would be viewed by Moody's as a
distressed exchange and consequently treated as a default for
analytic purposes.


GENCORP INC: Appoints Joy as VP & Treasurer Replacing Lau
---------------------------------------------------------
GenCorp Inc. on July 27, 2009, appointed John Joy, Vice President
and Treasurer of the Company.  He replaces William M. Lau, the
Vice President and Treasurer of GenCorp, who left the Company on
July 24 to pursue other interests.

Mr. Joy will be paid an annual base salary of $210,000 and will be
eligible to participate in the annual cash incentive program along
with other employee benefits.  The Company granted 10,000 stock
appreciation rights to Mr. Joy on July 27, 2009 which will vest in
two equal increments:  the first, July 27, 2010; and the second,
July 27, 2011.  There are no other understandings or arrangements
between Mr. Joy and any other person pursuant to which Mr. Joy was
selected or appointed as the Vice President and Treasurer of the
Company.

Mr. Joy, 47, comes to the Company with a 24 year finance
background.  Most recently, Mr. Joy acted as Vice President
Treasury and Finance for Aviza Technology (designer and
manufacturer in semiconductor industry) from 2006 to July 2009.
Prior to Aviza, Mr. Joy was Vice President Treasury and Tax for
Maxtor Corporation from 2005 to 2006.  Mr. Joy served as Assistant
Treasurer for Flextronics International from 2004 to 2005, as
Director of Global Treasury Operations from 2000 to 2004.  Mr. Joy
received his Bachelor of Science in Accounting from Pepperdine
University.

Mr. Joy does not have any family relationship with any director,
executive officer or person nominated or chosen by the Board of
Directors to become an executive officer.  Other than his
employment with the Company, Mr. Joy did not have any material
interest, direct or indirect, in any material transaction to which
the Company was a party since the beginning of the Company's last
fiscal year, or which is presently proposed.

The Company also reports that effective August 1, 2009, Elizabeth
Zacharias will assume the role of Aerojet's vice president, human
resources.  Ms. Zacharias will replace Bryan P. Ramsey, who is
leaving to pursue other opportunities. Ms. Zacharias has over
twenty years of human resources experience including seven years
with Aerojet, most recently as director, compensation and
staffing.  Ms. Zacharias background includes executive-level
positions at a high-tech and media consulting firm, and various
human resource positions during eleven years at Electronic Data
Systems.  Ms. Zacharias received her Bachelor of Science in
Finance from California State University, Sacramento.

As reported by the Troubled Company Reporter on July 27, 2009,
GenCorp has said given its current and forecasted liquidity
through January 2010, in the event the 4% Contingent Convertible
Subordinated Notes are put to the Company, the Company may not
have the liquidity to immediately repay the holders of the 4%
Notes.

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

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

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

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

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

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

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


GENERAL MOTORS: Magna Improves Offer for Opel Division
------------------------------------------------------
Andreas Cremer at Bloomberg News, citing a German government
official, reports that Magna International Inc. improved its offer
for General Motors Co.'s Opel division and will contribute more
cash than previously planned.

Bloomberg relates the official said Magna will bring in EUR350
million (US$497 million) of cash directly if it's chosen to buy
the carmaker.  Bloomberg says another EUR150 million will be
provided through a convertible bond.

Citing two people familiar with the situation, Bloomberg
discloses, the German government, which agreed to provide
EUR1.5 billion in short-term loans for Opel's sale, is pushing GM
to pick Aurora, Ontario-based Magna as the winner.

On July 22, 2009, the Troubled Company Reporter-Europe, citing The
Financial Times, reported Magna and Sberbank revised their final
bid to give each a 27.5 per cent for a combined 55 per cent stake.
According to the FT, their earlier offer would have seen the
Russian bank taking a larger, 35 per cent stake and Magna 20 per
cent.

                       About General Motors

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

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

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

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

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

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

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


HEADWATERS INC: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on South Jordan, Utah-based Headwaters Inc. to 'SD'
(selective default) from 'B'.  S&P placed all issue-level ratings
on CreditWatch with negative implications.

These actions follow Headwaters' announcement that it has
completed an exchange of $15 million in principal of its 16%
convertible subordinated notes due 2016 (not rated) for
3.5 million shares of its common stock.  The company offered the
exchange at a 32% discount from the par value of the convertible
notes.  "Under S&P's criteria, S&P views an exchange offer at a
discount to par by a company under substantial financial pressure
as a distressed debt exchange and tantamount to a default," said
Standard & Poor's credit analyst Tobias Crabtree.

S&P expects to assign a new corporate credit rating within the
next week, which will be based on, among other things, S&P's
assessment of the company's financial and business risk factors.
S&P's preliminary expectation is that S&P's corporate credit
rating on Headwaters could be no higher than the previous 'B'
rating, because of the company's near-term refinancing needs,
including its $60 million senior secured credit facility that
matures September 2009.

In resolving the CreditWatch listing, S&P will monitor Headwaters'
progress in addressing its near-term refinancing needs.


HEXION SPECIALTY: Expects Up to $31-Mil. in Q2 Operating Loss
-------------------------------------------------------------
Hexion Specialty Chemicals, Inc., last week announced preliminary
results for the second quarter ended June 30, 2009.

Hexion expects to record sales of roughly $950 million, an
operating loss of $31 million to $16 million and Segment EBITDA
(earnings before interest, taxes, depreciation and amortization)
of $87 million to $94 million in the second quarter of 2009.  The
Company's operating loss is expected to reflect costs related to
the terminated Huntsman Corporation merger agreement and
litigation, as well as impairment charges and restructuring costs
from the Company's ongoing productivity program.

As anticipated, second quarter 2009 volumes and sales were in line
with results achieved in the first quarter of 2009, adjusted for
seasonality.  Sequential gains in second quarter 2009 Segment
EBITDA reflected the impact of ongoing productivity actions, a
modest increase in volumes and seasonality of the business.
The Company recorded revenues of $1.67 billion, an operating loss
of $107 million and Segment EBITDA of $131 million in the second
quarter of 2008.

Hexion expects to be in compliance with all of the terms of its
outstanding indebtedness, including the financial covenants, at
the end of the second quarter of 2009.

Hexion estimates that its net debt was roughly $3.41 billion at
June 30, 2009, down slightly from $3.45 billion at March 31, 2009.
The Company also estimates that it had liquidity of roughly
$420 million as of June 30, 2009, which is comprised of cash plus
available borrowings under its credit facilities and includes an
equity commitment from certain affiliates of Apollo Management.

Hexion is implementing multiple initiatives to reduce costs and
improve efficiencies throughout its global operations.  To further
these efforts, the Company finalized plans during the second
quarter of 2009 for roughly $60 million in additional productivity
initiatives.  Hexion estimates that the majority of the cost
reduction activities will occur over the next 6 to 18 months.

"Second quarter 2009 volumes improved slightly when compared to
the first quarter of 2009, increasing 4 percent sequentially, with
modest improvement in monthly volumes as the quarter progressed.
Second quarter 2009 volumes, however, remained 27% below year-ago
levels," said Craig O. Morrison, Chairman, President and CEO.  "As
a result, we continue to aggressively focus on the items we can
directly control, such as driving our ongoing productivity
initiatives, reducing our investment in working capital and taking
other actions that strengthen the Company's balance sheet and
enhance liquidity."

Hexion will file its Form 10-Q for the period ended June 30, 2009,
in mid August 2009, with an accompanying investor conference call
to follow shortly thereafter.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

As of March 31, 2009, Hexion had $2.8 billion in total assets on
$5.0 billion in total liabilities, resulting in $2.1 billion in
stockholders' deficit.

As reported by the Troubled Company Reporter on July 1, 2009,
Standard & Poor's Ratings Services raised its ratings on Hexion
Specialty's, including its corporate credit rating to 'CCC+' from
'SD' (selective default).  The outlook is negative.  At the same
time, S&P raised its issue-level ratings on the Company's
$625 million 9.75% second-priority senior secured notes due 2014
and $200 million second-priority senior secured notes due 2014 to
'CCC' (one notch lower than the corporate credit rating) from 'D'.
S&P revised the recovery rating on the second-priority notes to
'5', which indicates S&P's expectation of modest recovery
(10%-30%) in the event of a payment default, from '4'.

The TCR said June 16, 2009, that Moody's Investors Service lowered
the Probability of Default Rating of Hexion to Ca/LD from B3 as
Moody's deemed the recently concluded tender offer, combined with
open market repurchases of debt in the first quarter, to be a
distressed exchange.  Moody's noted that since the beginning of
2009 Hexion has bought back roughly $217 million of debt (face
amount) for roughly $32 million.


HOBART CABINET: Files for Ch 11 Bankr., Lists $514,050 in Debts
---------------------------------------------------------------
Hobart Cabinet Company has filed for Chapter 11 banrkuptcy
protection in the U.S. Bankruptcy Court for the Southern Disrtict
of Ohio due to economic downturn, Mike Ivcic at WHIO Local News.

WHIO reports that Hobart Cabinet listed $514,050 in debts,
including $285,201 in unsecured non-priority claims, against
$774,014 in assets.  According to WHIO, Hobart Cabinet's main
creditors include:

     -- Fifth Third Bank of Cincinnati, owed about $225,000;
     -- Detailed Machining Inc., owed about $70,669; and
     -- Custom Metal Shearing Inc., owed about $25,052.

Hobart Cabinet Company is one of Miami County's oldest and most
established companies.  It has been in business in Troy since
1907.


HOPE BUILDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hope Builders JC International, Inc.
           aka The Carpenters Cabinetry Company
        1000 Van Gert Drive
        Winterville, NC 28590

Bankruptcy Case No.: 09-06213

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: John G. Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. BOX 7479
                  WILSON, NC 27895-7479
                  Tel: (252) 291-1746
                  Email: annhinson@nc.rr.com

Total Assets: $2,031,750

Total Debts: $2,012,257

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/nceb09-06213.pdf

The petition was signed by William Frierson, president of the
Company.


ICONIX BRAND: Moody's Upgrades Ratings on Senior Loan to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded its ratings on Iconix Brand
Group, Inc.'s Senior Secured Term Loan to Ba1 from Ba2 and the
company's Senior Subordinated Notes to B2 from B3.  Moody's also
affirmed the company's Corporate Family Rating and Probability of
Default ratings at B1 and its Speculative Grade Liquidity Rating
at SGL-2.  The rating outlook remains stable.

The upgrade in the ratings for the rated debt instruments
primarily results from changes within Iconix's capital structure,
as it prepaid a material portion of its secured term loan in the
first quarter of 2009.  As a result of a lower level of secured
debt in the company's capital structure, the recovery prospects
for both the term loan and the subordinated notes have improved.

Iconix's B1 Corporate Family Rating reflects the company's narrow
business model focused solely on licensing activities,
concentration risks as its four largest direct-to-retail licensees
accounted for 44% of revenue in its first fiscal quarter, and a
growth strategy that is expected to remain reliant on future
acquisitions.  At the same time the ratings reflect Iconix's
moderate financial leverage, reasonable level of revenue stability
as a majority of revenues derived from minimum guaranteed license
payments.  Ratings also reflect its ownership of a diverse
portfolio of brands that are distributed across multiple channels
of distribution.

These ratings were upgraded:

* Senior Secured Term Loan due 2012 to Ba1 (LGD 2, 15%) from Ba2
  (LGD 2, 21%)

* $287.5 million (face amount) Senior Subordinated Notes due 2012
  to B2 (LGD 5, 72%) from B3 (LGD 4, 78%)

These ratings were affirmed:

* Corporate Family Rating at B1
* Probability of Default Rating at B1
* Speculative Grade Liquidity Rating at SGL-2

Moody's last rating action on Iconix was on December 5, 2007, when
the company's B1 Corporate Family Rating was affirmed following
its acquisition of the Starter brand.

Iconix Brand Group, headquartered in New York, is a brand
management company engaged in licensing, marketing, and providing
trend direction for a portfolio of owned consumer brands.


IDEAL LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Ideal, LLC
        2214 West Wood Avenue
        Richmond, VA 23230

Bankruptcy Case No.: 09-51074

Chapter 11 Petition Date: July 27, 2009

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

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  Email: rmmatty@mitchellculp.com

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

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

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

The petition was signed by John Michael Henderson, manager of the
Company.


INDALEX HOLDINGS: Wants Plan Filing Period Extended to October 16
-----------------------------------------------------------------
Indalex Holdings Finance Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a plan and solicit acceptances thereof through and
including October 16, 2009, and December 15, 2009, respectively.
This is the Debtors' first request for an extension of their
exclusive periods.

The Debtors say they have not had sufficient time to commence
substantive negotiations with their major creditor constituencies
with respect to a consensual plan based on adequate information as
they had primarily focused on the sale of substantially all of
their assets.  In addition, the Debtors still need time to review
and evaluate claims.

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.

As reported in the TCR on July 28, 2009, the Bankruptcy Court has
authorized Indalex to sell its business to Sapa Holding AB.  Sapa
offered to pay (i) $90.1 million in cash and for the Debtors' U.S.
assets; and (ii) $31.7 million in cash for the Canadian assets.


JABIL CIRCUIT: Fitch Assigns 'BB+' Rating on Senior Bond Offering
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to Jabil Circuit,
Inc.'s proposed seven-year senior unsecured bond offering.  Fitch
continues to rate Jabil:

  -- Issuer default rating 'BB+';
  -- Senior unsecured revolving credit facility 'BB+';
  -- Senior unsecured debt 'BB+'.

The Rating Outlook is Positive.

Jabil intends to use the proceeds from its proposed senior
unsecured notes issuance to finance a tender offer for the
company's 5.875% $300 million senior unsecured notes which mature
in July 2010.  The decision by Jabil to effectively extend the
maturity of at least a portion of its 2010 notes reflects the
company's intention to maintain sufficient liquidity for potential
future growth during the continued credit market uncertainty.
Fitch believes that a key consideration is that Jabil relies on
two 364-day accounts receivable securitization facilities
providing $450 million in total liquidity to finance its working
capital needs.  These facilities have become a less reliable and
less cost-effective liquidity source in the current market
environment.

The Positive Outlook largely reflects Fitch's expectation that
Jabil will continue to reduce leverage (total debt/operating
EBITDA) to 2 times (x) or below over the next 24 months.  While
the company may utilize excess cash and expected free cash flow to
reduce debt, uncertainty in the credit markets could prompt the
company to preserve excess liquidity over that time frame,
particularly if warranted by renewed growth in revenue and
resulting increase in working capital.  In such a scenario, Fitch
would expect EBITDA growth to contribute more significantly to
leverage reduction rather than a decrease in nominal debt. As of
May 31, 2009, Fitch estimates Jabil's leverage at 2.3x (3.0x when
adjusted for off-balance sheet debt and operating leases) with
interest coverage at 5.8x.

The ratings continue to reflect these considerations:

  -- Strong diversification relative to the industry and
     significant exposure to non-traditional electronics
     manufacturing services sectors which are expected to exhibit
     higher long-term growth rates as companies increasingly seek
     to outsource manufacturing operations.

  -- Annual free cash flow on a normalized basis should average
     $200 million or greater, although Fitch believes a meaningful
     upside will be constrained by significant capital spending
     needs. Quarterly free cash flow is expected to remain
     volatile due to the industry's high working capital
     intensity.

  -- Strong working capital management with cash conversion cycle
     days of 31 (adjusted for the sale of accounts receivable),
     ahead of most peers.

  -- Fitch anticipates Jabil will opportunistically pursue
     strategic acquisitions to enhance its vertical integration
     capabilities going forward, which Fitch believes could be at
     least partially debt financed.

Liquidity as of May 31, 2009, was solid consisting primarily of
$769 million in cash and a fully available $800 million senior
unsecured revolving credit facility which expires in July 2012.
Jabil also utilizes two accounts receivable securitization
facilities for additional liquidity purposes, including an on-
balance sheet $200 million committed foreign receivables and an
off-balance sheet $250 million North American receivables
securitization facility, both expiring in March 2010 after being
recently renewed.

Total debt as of May 31, 2009, was $1.2 billion and consisted
primarily of $300 million in 5.875% senior unsecured notes due
July 2010; a $380 million senior unsecured term loan due July
2012; $400 million in 8.25% senior unsecured notes due March 2019;
and $96 million outstanding under the aforementioned foreign
receivables facility.  Jabil also had $113 million outstanding
under its off-balance sheet North American receivables
securitization facility, which is included in Fitch's calculation
of adjusted debt.


JABIL CIRCUIT: Moody's Assigns 'Ba1' Rating on $200 Million Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Jabil Circuit,
Inc.'s proposed offering of $200 million senior notes due 2016 and
affirmed its existing ratings and negative outlook.  The new issue
proceeds, together with balance sheet cash, will be used to
purchase the outstanding $300 million senior notes maturing July
2010 via a tender offer.  Moody's will withdraw the rating on the
2010 notes upon their retirement.

Moody's outlook remains negative as a result of Jabil's continued
weak operating margins despite the operational improvements in its
consumer electronics segment and evidence of market share gains.
Moody's could stabilize the outlook upon demonstration of improved
operating profitability and cash flow as a result of realized cost
savings from the current restructuring program and ramp of new
higher margin business wins, which Moody's anticipate could occur
over the next several quarters.

The rating for the senior notes is the same as the Ba1 corporate
family rating, which is supported by Jabil's status as a Tier 1
EMS provider, with expanding core competencies and increasing
customer penetration across a broad mix of complex products.  The
rating also reflects a strong liquidity position (rated SGL-1)
bolstered by $769 million in cash (as of May 2009), full access to
its $800 million revolver and improved working capital management.

The rating is constrained by the company's weak historical free
cash flow compared to its EMS peers, historical volatility in
operating performance and low ROA.  The Ba1 rating also reflects
Jabil's smaller scale relative to larger and diversified EMS
players, limited demand visibility, the high fixed costs
associated with its vertical operations and significant customer
concentration.  It also considers Moody's expectation of continued
near-term pressures in the computing/storage, networking and
telecom segments as a result of the global downturn, OEM
consolidation and heightened competition from Asian outsourcers.
Finally, the Ba1 rating captures the company's increasing exposure
to the consumer segment, timing risk associated with cost savings
from the restructuring program as well as Moody's concern that
Jabil may pursue debt-funded acquisitions that would allow it to
increase scale and compete more effectively with larger
vertically-integrated EMS rivals.

This new rating was assigned:

* $200 Million Senior Unsecured Notes due 2016 -- Ba1 (LGD-4, 51%)

These ratings were affirmed and assessments changed:

* Corporate Family Rating -- Ba1

Probability of Default Rating -- Ba1

* $300 Million Senior Unsecured Notes due July 2010 -- Ba1, LGD
  assessment revised to (LGD-4, 51%) from (LGD-4, 52%)

* $400 Million Senior Unsecured Global Notes due March 2018 --
  Ba1, LGD assessment revised to (LGD-4, 51%) from (LGD-4, 52%)

* Speculative Grade Liquidity Rating -- SGL-1

The most recent rating announcement was on May 14, 2008, when
Moody's commented that Jabil's Ba1 CFR and negative outlook were
unaffected following the company's expansion of its Global Note
program.  The last rating action was on January 10, 2008, when
Moody's affirmed Jabil's Ba1 CFR and negative outlook, and
assigned a Ba1 rating to the 2018 Global Notes.

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida, is
an electronic product solutions company providing comprehensive
electronics design, manufacturing and product management services
to global electronics and technology companies in the networking,
telecommunications, computing and storage, peripherals, consumer
products, automotive and instrumentation and medical industries.
Revenues for the twelve months ended May 31, 2009 were
$12.15 billion.


JABIL CIRCUIT: S&P Assigns 'BB+' Rating on $200 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level and '4' recovery ratings to Jabil Circuit Inc.'s
proposed sale of $200 million of senior unsecured notes due 2016.
The '4' recovery rating indicates expectations for average (30%-
50%) recovery in the event of payment default.  The 'BB+'
corporate credit rating on the company remains unchanged.  The
outlook is stable.

"Ratings on St. Petersburg, Fla.-based Jabil reflect the company's
diversified end markets, relatively good profitability for its
industry, and good liquidity," said Standard & Poor's credit
analyst Bruce Hyman, "offset by competitive industry conditions,
high leverage for the rating, and somewhat aggressive financial
policies."  S&P expects proceeds of the new issue and other
corporate resources to fund a tender offer for up to $300 million
of the company's senior notes due in 2010, and for other corporate
purposes.  Jabil had about $1.6 billion in total debt outstanding,
pro forma for the new issue, including operating leases, pension
adjustments, and securitizations, at May 30, 2009.


JAMES STEPHENS: Meeting of Creditors Scheduled for August 26
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in James C. Stephens' Chapter 11 case on August 26, 2009, at
10:00 a.m.  The meeting will be held at the U.S. Courthouse, Room
428, 517 East Wisconsin Avenue, Milwaukee, Wisconsin.

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.

Milwaukee, Wisconsin-based James C. Stephens aka Cass Stephens
filed for Chapter 11 on July 14, 2009 (Bankr. E. D. Wis. Case No.
09-29970).  Jonathan V. Goodman, Esq., represents the Debtor in
his restructuring efforts.  The Debtor, in his petition, said that
both its assets and debts range from $10,000,001 to $50,000,000.


JOHN MAJOR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John R. Major, Jr.
           aka Rob Major
       341 Hidden Meadow Lane
       Swanton, MD 21561

Bankruptcy Case No.: 09-23745

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Christopher R. Wampler, Esq.
                  Wampler, Souder & Sessing, LLC
                  One Central Plaza
                  11300 Rockville Pike, Suite 610
                  Rockville, MD 20852
                  Tel: (301) 881-8895
                  Fax: (301) 881-8896
                  Email: cwampler@wssfirm.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
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/mdb09-23745.pdf

The petition was signed by John R. Major, Jr.


LAKE AT LAS VEGAS: Court OKs Extension of DIP Facilities
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada granted on
July 15, 2009, Lake at Las Vegas Joint Venture, LLC, et al.,
authorization to enter into a sixth amendment to their DIP Credit
Agreement with Credit Suisse, Cayman Islands Branch, as
administrative agent and collateral agent for the lenders.

On July 17, 2009, the Bankruptcy Court authorized SouthShore Golf
Club, L.L.C., to enter into an "omnibus amendment" to a separate
DIP financing agreement with lender Dorfinco Corporation.

Pursuant to the amendments, the maturity and milestone dates of
the DIP facilities are to be extended.  The maturity and milestone
dates under the Primary DIP Facility will be extended from July
17, 2009, through August 7, 2009, and the maturity and milestone
dates under the Dorfinco DIP Facility will be extended from July
17, 2009, through September 30, 2009, in order to provide
sufficient time for Dorfinco to foreclose on its collateral.

The purpose of the three-week extension of the maturity under the
Primary DIP Facility from July 17, 2009, through August 7, 2009,
is to finalize a longer-term extension, and to continue to make
progress on the plan of reorganization.

The milestone dates under the Primary DIP Facility refer to the
"Second Milestone Date" (i.e., the date by which the Debtors are
required to file a "Conforming Plan of Reorganization") and the
"Third Milestone Date" (i.e., the date by which a "Conforming Plan
of Reorganization" will have been confirmed by the Court and
become effective.

The Court's order also provides that SouthShore's use of cash
collateral is extended to and through September 30, 2009.  The
Court denied without prejudice the Debtors' motion for entry of an
order granting Dorfinco relief from the automatic stay to record
and serve notices of sale pursuant to N.R.S. 107.080 with respect
to Dorfinco's real and property collateral.

Full-text copies of the amendments to the DIP Documents is
available for free at:

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

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAWRENCE BAIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lawrence David Bain
        7117 North 68th Place
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 09-17668

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $2,650,000

Total Debts: $7,452,118

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

The petition was signed by Mr. Bain.


LIBERTY LIGHTHOUSE: Fitch Downgrades Ratings on Notes to 'BB'
-------------------------------------------------------------
Fitch Ratings downgrades Liberty Lighthouse U.S. Capital Company,
LLC's U.S. Medium Term Notes and Liberty Lighthouse Capital
Company Euro's MTNs to 'BB' from 'AAA'.  The rating remains on
Rating Watch Negative.  The action reflects the credit and market
value deterioration in the underlying collateral pool and the
likelihood of forced asset sales to meet remaining MTN maturities
on a timely basis.

Fitch notes that the MTNs benefit from significant levels of
overcollateralization, totaling more than 47% of book value.
However, a large exposure to a counterparty not rated by Fitch
comprises approximately 40% of the total collateral pool.
Further, it is anticipated that underlying cash flows will not
support the timely repayment of the remaining MTNs without a sale
of assets or the addition of support facilities.  To assess this
market value risk Fitch applied its Rating Market Value Structures
criteria to recent asset prices and determined they were able to
withstand stresses consistent with the 'BB' ratings.  The Rating
Watch Negative reflects the ongoing dislocations in the credit
markets and continued stress on market prices.  Ratings could be
lowered further if liquidity through sales or support facilities
is not realized and prices continue to decline beyond Fitch's
expectations.

The Liberty Lighthouse Company, LLC, is a $5 billion securities-
backed fully supported commercial paper and partially supported
MTN program sponsored by The Liberty Hampshire Company, LLC.  The
Lighthouse program includes three bankruptcy-remote, special
purpose issuing entities: Liberty Lighthouse U.S. Capital Company,
LLC (U.S. MTN issuance), Liberty Lighthouse Capital Company (Euro
MTN issuance), and Liberty Lighthouse Funding Company, LLC (U.S.
CP issuance).  In all cases, the issuing entity issues notes and
lends the proceeds to Lighthouse in return for an intercompany
note.  Lighthouse, in turn, uses the proceeds of the intercompany
loans to purchase various types of ABS and other financial assets
conforming to Lighthouse's investment guidelines.  Deutsche Bank
Trust Company Americas serves as Administrative Agent and Security
Trustee.  The Lighthouse program currently has $1.172 billion in
outstanding U.S. MTNs and no outstanding CP.


LITHIUM TECHNOLOGY: Shareholders Remove Andrew Manning From Board
-----------------------------------------------------------------
Andrew J. Manning was removed as a director of Lithium Technology
Corporation effective July 22, 2009, by the action of the holders
of a majority of the voting stock of the Company.

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is a global manufacturer and provider of rechargeable
energy storage solutions for diverse applications.  The Company
designs and builds a limited amount of large format, cylindrical
lithium-ion (Li-ion) rechargeable cells and engineers and builds
lithium-ion (Li-ion) rechargeable batteries complete with battery
management systems for use in transportation, military/national
security and stationary power markets.  LTC also manufactures its
own unique large format, cylindrical cells.

The company had $11,107,000 in total assets and $21,897,000 in
total liabilities, resulting in $10,790,000 shareholders' deficit
at December 31, 2008.

In its audit report dated June 11, 2009, Amper, Politziner &
Mattia LLP, in Edison, New Jersey, raised substantial doubt about
the company's ability to continue as a going concern, noting that
the company has recurring losses from operations since inception
and has a working capital deficiency.


MAMMOTH SAN: U.S. Trustee Sets Meeting of Creditors for August 7
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Mammoth San Juan Capistrano I LLC's Chapter 11 case on
August 7, 2009, at 2:00 p.m.  The meeting will be held at 411 W
Fourth St., Room 1-159, Santa Ana, California.

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

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

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 for July 8, 2009 (Bankr. C. D. Calif. Case No. 09-
16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group
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.


MARCELINO TEPEQUE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Marcelino Tepeque
               Maricela Tepeque
               2016 Via Veneto
               Camarillo, CA 93030

Bankruptcy Case No.: 09-12941

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtors' Counsel: Chris Gautschi, Esq.
                  177 Riverside Ave., St F-1170
                  Newport Beach, CA 92663
                  Tel: (949) 294-5497
                  Fax: (760) 454-0445
                  Email: sanschromo@yahoo.com

Total Assets: $2,636,950

Total Debts: $3,058,607

A full-text copy of the Debtors' petition, including a list of
their 9 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-12941.pdf

The petition was signed by the Joint Debtors.


MARK MCGILL: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Mark H. McGill
               Leann M. McGill
               2541 Old Milton Highway
               Walla Walla, WA 99362

Bankruptcy Case No.: 09-04246

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Debtors' Counsel: Rene Erm II, Esq.
                  Lutcher, Phillips & Erm
                  6 E. Alder, Suite 317
                  Walla Walla, WA 99362
                  Tel: (509) 529-2200
                  Fax: (509) 529-2202
                  Email: rerm@my180.net

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

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

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

     http://bankrupt.com/misc/waeb09-04246.pdf

The petition was signed by the Joint Debtors.


MD MOODY & SONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: M.D. Moody & Sons, Inc.
        4652 Phillips Highway
        Jacksonville, FL 32207

Case No.: 09-06247

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Moody Machinery Corporation                        09-06250
Southeast Crane Parts, Inc.                        09-06252
Moody Fabrication & Machine, Inc.                  09-06254

Type of Business: The Debtor operates a construction equipment
distributing business.

Chapter 11 Petition Date: July 28, 2009

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

Debtor's Counsel: Richard R. Thames, Esq.
                  Stutsman Thames & Markey, P.A.
                  50 N Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  Email: rrt@stmlaw.net

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

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

The petition was signed by Maxey D. Moody III, the Company's chief
executive officer.

M.D. Moody & Sons, Inc.'s List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Koehring Cranes                                       $95,093

Terex Cranes Wilmington, Inc.                         $91,914

IPS Worldwide                                         $69,585

Blue Cross Blue Shield                                $67,078
of Florida

Genie Industries, Inc.                                $53,134

Griggs Group, The                                     $34,575

International Construction                            $29,903
Equipment

Hopping Green & Sams, P.A.                            $27,134

Kaydon Corp.                                          $22,768

Kelly Tractor                                         $19,861

Crane Warning Systems                                 $19,410

Greatwide Dallas Mavis, LLC                           $15,628

Attachments Sales, Inc.                               $14,170

Miller Bros. Giant Tire                               $13,303

Consolidated Rigging                                  $12,981

American International Co.                            $12,751

Freight Logistics, Inc.                               $11,745

Blackburn & Company, LC                               $11,654

Hayden-Murphy Equipment Co.                           $11,212

Hydraulicircuit Technology, Inc.                      $10,753


MICHAELS STORES: Stuart Aitken Steps Down as EVP & Marketing Head
-----------------------------------------------------------------
Stuart W. Aitken on July 10, 2009, resigned as Executive Vice
President-Chief Marketing Officer of Michaels Stores, Inc.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


MORTGAGES LTD: SEC Sues Lender for Alleged Fraud
------------------------------------------------
Jan Buchholz at Phoenix Business Journal reports that the U.S.
Securities and Exchange Commission has filed a lawsuit against
Mortgages Ltd. lender, Radical Bunny LLC, in the Arizona U.S.
District Court.

Business Journal says that it is unknown whether the SEC complaint
will impact Mortgages Ltd.'s efforts to resolve loans it made to
developers using funds received from Radical Bunny.

According to Business Journal, the SEC alleged unregistered offer
and sale of securities and fraud.  The defendants are Radical
Bunny members:

     -- Tom Hirsch,
     -- Harish P. Shah,
     -- Berta Walder, and
     -- Howard Walder.

Citing the SEC, Business Journal relates that an estimated 900
individuals invested $197 million with Radical Bunny from late
2005 to June 2008.  Business Journal states that much of the money
raised was then loaned through a series of financial instruments
to Mortgages Ltd.

Business Journal states that the SEC accused the defendants of
misrepresenting the security of the financial instruments signed
with Mortgages Ltd., saying that they weren't properly licensed to
solicit funds for that purpose.  The SEC said in court documents,
"The defendants represented to investors from at least late 2006
to June 2008 that their pooling of investor funds to be loaned to
Mortgages Ltd. was not subject to the securities laws because they
were not engaged in the offer and sale of securities.  This
representation is false.  The defendants failed to disclose that
they were repeatedly told by counsel that the securities laws
applied to Radical Bunny's offering."  The SEC alleged that
despite repeated warnings during 2006 and 2007, "defendants
continued their unregistered offering of securities up until June
2008."

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.

The Debtor recently emerged from Chapter 11 bankruptcy with an
approved reorganization plan.


MOOG INC: Credit Pact Amendment Won't Affect Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service has commented that Moog Inc.'s ratings
and negative outlook are unaffected by the recent credit agreement
amendment and updated FY2009-FY2010 public guidance.  The negative
outlook continues to reflect weak overall demand for Moog's
industrial and commercial products due to the recession, and in
Moody's opinion, aggressiveness of financial policy with respect
to acquisitions.

The last rating action on Moog occurred April 16, 2009, when the
Ba2 corporate family rating was affirmed and the outlook went to
negative from stable.

Moog, Inc., headquartered in East Aurora, New York, is a leading
designer and manufacturer of high performance precision motion
control products and systems for aerospace and industrial markets.
The company operates within five segments: Aircraft Controls
(35.3% of Q2-FY2009 revenues), Space and Defense Controls (12.8%),
Industrial Systems (28.8%), Components (17.6%), and Medical
Devices (5.5%).  Moog had twelve months ended December 2008
revenues of about $1.9 billion.


MIGUEL PEREZ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Miguel A. Colon Perez
                  dba MC Refrigeration
                  dba Panaderia San Jose
               Anabelle Quiles Jimenez
               Urb Lago Horizonte
               3506 Calle Diamante
               Coto Laurel, PR 00780

Bankruptcy Case No.: 09-06142

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtors' Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  Email: modesto@coqui.net

Total Assets: $2,814,823

Total Debts: $4,397,129

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/prb09-06142.pdf

The petition was signed by the Joint Debtors.


NANODYNAMICS: Files for Ch 7 Bankruptcy After Week-Long Shutdown
----------------------------------------------------------------
Matt Glynn at The Buffalo News reports that NanoDynamics has filed
for Chapter 7 bankruptcy protection.

NanoDynamics said in a statement, "The decision was made by Nano-
Dynamics' board of directors as the Company has been unable to
raise the capital necessary for further development and
commercialization of its products and technologies.  Chapter 7
will offer protection for the Company's creditors as the
bankruptcy process moves forward."

"While NanoDynamics has technology and products that the world
needs as well as an intelligent and dedicated team of employees,
the funding to continue simply does not exist," Buffalo News
quoted NanoDynamics CEO William Cann as saying.

Buffalo News relates that NanoDynamics notified its employees last
week that the Company was ceasing operations on July 21 and that
they would be laid off.  The report says that Mr. Cann told
workers in an e-mail last week that a Chapter 7 filing was likely.

Raymond Fink, Esq., at Harter Secrest & Emery LLP, is representing
NanoDynamics in the bankruptcy case, Buffalo News states.
According to Buffalo News, NanoDynamics subsidiary NanoDynamics
Energy also filed for Chapter 7.

Buffalo-based NanoDynamics had focused on commercializing solid
oxide fuel cells; water filtration technology; halloycites, which
are expected to be used to inhibit microbial growth in building
and construction materials; and cement additive technology.


NEVADA VALLARTA: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Nevada Vallarta, LLC
        5440 W. Sahara Ave 3rd Floor
        Las Vegas, NV 89146

Bankruptcy Case No.: 09-23540

Chapter 11 Petition Date: July 28, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  218 S Maryland Pky.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987
                  Email: atty@cburke.lvcoxmail.com

Total Assets: 2,688,000

Total Debts: $3,586,678

The Debtor identified Osaka Otemachi Limited Partnership with a
property claim for $2,476,678 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/nvb09-23540.pdf

The petition was signed by Michael Hesser.


OAK PARK DEVELOPMENT: Case Summary & 41 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Oak Park Development LLC
           dba Gulf Grove Apartments
        2059 Waveland Avenue
        Waveland, MS 39576

Bankruptcy Case No.: 09-51586

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Oak Park Development II, LLC                       09-51588

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Nicholas Van Wiser, Esq.
                  PO Box 1939
                  Biloxi, MS 39533
                  Tel: (228) 432-8123
                  Fax: (228)432-7029
                  Email: nwiser@byrdwiser.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 41 largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/mssb09-51586.pdf

The petition was signed by Bruce C. Cope, managing member of the
Company.


OIL CHEM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Oil Chem, Inc.
        711 W. 12th Street
        Flint, MI 48503

Bankruptcy Case No.: 09-34022

Chapter 11 Petition Date: July 27, 2009

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

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: Dennis M. Haley, Esq.
                  G-9460 S. Saginaw Street, Suite A
                  Grand Blanc, MI 48439
                  Tel: (810) 579-3600
                  Email: ecf@winegarden-law.com

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

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

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

         http://bankrupt.com/misc/mieb09-34022.pdf

The petition was signed by Robert J. Massey, president of the
Company.


ONDOVA LIMITED COMPANY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Ondova Limited Company
           dba Compana, LLC
           dba budgetnames.com
        P.O. Box 111501
        Carrollton, TX 75006

Bankruptcy Case No.: 09-34784

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  Email: pkeiffer@wgblawfirm.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 Jeff Baron.


OSCIENT PHARMA: Submits Formal Bid Procedures for FACTIVE
---------------------------------------------------------
Oscient Pharmaceuticals Corporation and its affiliates ask the
U.S. Bankruptcy Court for the District of Massachusetts to approve
n auction process for FACTIVE.

FACTIVE is one of two products by the Debtors that are in the
market.  FACTIVE (gemifloxacin mesylate) is approved by the Food
and Drugs Administration to treat community-acquired pneumonia and
acute bacterial exacerbations of chronic bronchitis.

The Debtors retained Broadpoint in February 2009 to locate
potential purchasers of FACTIVE.  Broadpoint contacted more than
130 potential purchasers.  The Debtor ultimately considered
Cornerstone BioPharma Inc.'s offer to be the highest and best
offer.

The Debtors assert that to preserve the value of FACTIVE to a
prospective purchaser, it is imperative that their interests in
FACTIVE be sold in the near term. FACTIVE is primarily prescribed
during winter months and so, at the present time, the Debtor's
current customer base of FACTIVE users is relatively small.
Further, FACTIVE competes in the heavily populated antibiotics
market. The Debtor cannot promote FACTIVE and generate new
prescriptions in coming months due to the Debtor s recent
elimination of its sales force.

The Debtors have signed a contract to sell FACTIVE to Cornerstone
for $5,000,000, absent higher and better offers.  In the event the
Debtors close a sale with another party, they will pay Cornerstone
a break-up fee not exceeding $100,000.  The Debtors will also
reimburse up to $75,000 to Cornerstone for its actual expenses
incurred in connection with the sale.

The Debtors will further market test FACTIVE by accepting
"counteroffers".  Bids must provide for a purchase price with a
minimum cash component payable at closing of $5,275,000 plus a
certain "inventory purchase price."

The bid deadline has not been set yet.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


OSCIENT PHARMA: Guardian Wants Access to Cash Collateral
--------------------------------------------------------
Guardian II Acquisition Corporation, a debtor-affiliate of Oscient
Pharmaceuticals Corporation, asks the U.S. Bankruptcy Court for
the District of Massachusetts for permission to (i) use cash
collateral of Paul Royalty Fund Holdings and U.S. Bank National
Association, as trustee and collateral agent for the prepetition
second lien noteholders and (ii) grant adequate protection to
these prepetition lenders.

Guardian proposes to use cash collateral until the earliest to
occur of (a) the expiration of a certain "remedies period", (b)
11:59 p.m. on September 15, 2009, and (c) the consummation of a
chapter 11 plan of reorganization, in accordance with a budget.

At a hearing on July 23, 2009, the Bankruptcy Court approved the
interim use of cash collateral through July 31, 2009.  A further
hearing is set for July 31, at 11:00 a.m., to consider final
approval of the cash collateral use.

Guardian tells the Court that absent authorization to use cash
collateral, it will have to cease operations immediately, which
will significantly reduce the value of Guardian's principal asset,
ANTARA.  Also, absent the ability to use cash collateral to pay
Oscient for postpetition services, Guardian will be unable to
continue sales of ANTARA or effect a successful sale of assets or
other reorganization.

As adequate protection, Paul Royalty will be granted senior
adequate protection liens on all presently owned and hereafter
acquired assets of Guardian to the extent of any diminution in
value of Paul Royalty's security interests.  Paul Royalty will
also be granted an allowed superpriority administrative expense
claim -- junior only to a carve-out for certain expenses --
pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code.

U.S. Bank, as the second lien agent, will be granted junior
adequate protection liens on its collateral, to the extent of any
diminution in value.  It will also have an allowed superpriority
administrative expense claim, junior only to the carve-out and
Paul Royalty's superpriority claim.

A copy of the 13-week budget is available at:

     http://bankrupt.com/misc/oscient.13weekbudget.pdf

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


OSCIENT PHARMA: Taps Broadpoint Capital as Financial Advisor
------------------------------------------------------------
Oscient Pharmaceuticals Corporation asks the U.S. Bankruptcy Court
for the District of Massachusetts for authorization to employ
Broadpoint Capital as financial advisor, nunc pro tunc to the
petition date.

Broadpoint, a nationally recognized investment banking and
financial advisory firm with more than 300 employees, will:

  a) provide advice and assistance to the Debtors in connection
     with analyzing, structuring, negotiating and effecting
     (including providing valuation analyses and liquidation
     analysis as appropriate), and acting as exclusive financial
     advisor to the Debtors in connection with any potential or
     proposed strategy for restructuring of the Debtors'
     outstanding indebtedness, whether pursuant to a plan of
     reorganization, a sale of assets or equity under section 363
     of the Bankruptcy Code, any offer by the Debtors with respect
     to any outstanding indebtedness, a solicitation of votes,
     approvals, or consents giving effect thereto, the execution
     of any related agreement, an offer by any party to
     restructure, recapitalize, exchange or acquire any
     outstanding indebtedness, or any similar restructuring
     involving the Debtors;

  b) provide advice and assistance to the Debtors in connection
     with analyzing, structuring, negotiating and effectuating,
     and identifying potential investors in, any financing
     transaction involving additional proceeds to the Debtors
     pursuant to a rights offering or public or private offering
     of securities, any Debtor-in-Possession financing facility or
     any exit financing facility, including identifying potential
     lenders in connection therewith, or the arrangement of a
     subordinated participation therein, or any other similar
     transaction or series of transactions, or any combination
     thereof; and

  c) assist and advise the Debtors in connection with analyzing,
     structuring, negotiating  and effectuating, and identifying
     potential acquirors in connection with, the potential
     sale of the Debtors, or a controlling interest in the
     Debtors, or all or substantially all of the Debtors' assets
     or securities, through any structure or form of transaction
     or series of transactions, including, but not limited to, any
     direct or indirect acquisition, sale of assets, merger,
     consolidation, joint venture, restructuring, transfer of
     securities, or any similar or related transaction or series
     of transactions or any combination thereof.

John Cramer, a managing director at Broadpoint Capital, 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 firm" as that term is defined in Section 101(14) of
the Bankruptcy Code.

As set forth with greater specificity in the Engagement Agreement,

The Debtors and Broadpoint agreed that the Debtors would pay to
Broadpoint these fees:

  a) a monthly fee equal to $100,000 per month until the
     expiration or termination of the engagement.

  b) an additional fee in an amount equal to 1% of the outstanding
     principal amount of such indebtedness of the Debtors
     that is restructured upon consummation of a Debt
     Restructuring, including, without limitation, upon the
     effective date of any confirmed plan of reorganization
     pursuant to chapter 11 of the Bankruptcy Code; provided
     however, that no Debt Restructuring Fee will be due to
     Broadpoint in the event that a Debt Restructuring occurs
     which solely involves the payment in cash of outstanding
     indebtedness at par value plus accrued interest, if any,
     and which Debt Restructuring does not involve any related
     restructuring or modification of the terms or conditions of
     any outstanding indebtedness of the Debtors.

  c) upon the consummation of any Financing Transaction, an
     additional fee in an amount equal to: (i) 7.0% of the
     aggregate gross proceeds to the Debtors or their successors
     from the sale of any equity securities; plus (ii) 2.0% of the
     aggregate gross proceeds to the Debtors or their successors
     of any debt raised involving a first lien on existing
     assets; (iii) 3.0% of the aggregate gross proceeds to the
     Debtors or their successors of any debt raised involving a
     second lien on existing assets; and (iv) 3.0% of the
     aggregate gross proceeds to the Debtors or their successors
     of any other debt raised in each such Financing Transaction,
     including, but not limited to, high-yield notes, convertible
     notes, mezzanine notes or term loans.

  d) subject to the terms herein, an additional fee in
     respect of an M&A Transaction, equal to the greater of
     $750,000 and 1.5% of the Aggregate Transaction Value;
     provided that, notwithstanding the foregoing, in the event
     that less than 50% of the Debtors' voting stock or assets are
     acquired in any sale transaction or series of transactions
     that do not constitute an M&A Transaction, except
     transactions between third parties not involving the Debtors
     or Broadpoint, the Debtors agree to pay to Broadpoint a fee
     equal to 6.0% of the Aggregate Transaction Value, subject to
     a minimum fee of $750,000 and a maximum fee equal to the
     M&A Transaction Fee that would be applied under the above
     formula in the event that 100% of the Debtors' securities or
     assets were acquired at a valuation implied by such minority
     investment transaction, provided further that,
     notwithstanding the foregoing, in the event of a sale
     involving Ramoplanin that does not involve ANTARA or FACTIVE,
     a fee equal to 6.0% of the Aggregate Transaction Value
     will be due with no minimum fee.

  e) if Broadpoint delivers an Opinion (whether oral or written)
     in respect of a Transaction, a fee of $250,000 willl be due
     and payable in cash by wire transfer upon delivery of such
     Opinion, regardless of the conclusion reached in the
     Opinion.

  f) in the event that Broadpoint becomes entitled to both a Debt
     Restructuring Fee and an M&A Transaction Fee on the
     occurrence of mutually conditioned Transactions, Broadpoint
     will be entitled only to the greater of the Debt
     Restructuring Fee or the M&A Transaction Fee arising from the
     first such Transaction.

                       U.S. Trustee Objects

The U.S. Trustee objects to Oscient Pharmaceuticals' application
to employ Broadpoint Capital as its financial advisor.  According
to BankruptcyData.com, the U.S. Trustee is saying that the terms
of Broadpoint's engagement, including the indemnification
provisions, are "unreasonable".  It also points out that it is
unclear whether Broadpoint holds a material, adverse interest to
the estates due to:

   -- its connections to parties in interest;

   -- its apparent intention, through an affiliate, to make market
      in, buy, sell and offer advice to investors on the Debtors'
      equity and debt securities; and

   -- the timing payments that it received pre-petition.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


OSCIENT PHARMA: Taps K&L Gates as General Bankruptcy Counsel
------------------------------------------------------------
Oscient Pharmaceuticals Corporation asks the U.S. Bankruptcy Court
for the District of Massachusetts for authorization to employ K&L
Gates LLP as its general bankruptcy counsel, nunc pro tunc to the
petition date.

As general bankruptcy counsel, K&L will:

  a)  advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their business and properties;

  b)  advise the Debtors on the conduct of the chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in chapter 11; and

  c)  attend meetings and negotiate with representatives of the
      creditors and other parties in interest.

Ropes & Gray's attorneys who will have primary responsibility for
providing services to the Debtors and their hourly rates are:

     Charles A. Dale III, Esq.     $575
     Mackenzie L. Shea, Esq.       $365

Charles A. Dale, Esq., a partner at K&L, assures the Court that
the firm does not hold or represent any interest materially
adverse to the Debtors or their estates.

Mr. Dale discloses that K&L represents certain of the Debtors'
creditors, equity security holders, or other parties in interest
in ongoing matters unrelated to the Debtors and these chapter 11
cases.

The U.S. Trustee raised an objection to K&L Gates engagement as
general bankruptcy counsel.  The U.S. Trustee complained about the
retainer, overtime and expenses, and the scope of work being
potentially redundant with that of Ropes and Gray, report relates.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


OSCIENT PHARMA: Taps Ropes & Gray as Special Litigation Counsel
---------------------------------------------------------------
Oscient Pharmaceuticals Corporation asks the U.S. Bankruptcy Court
for the District of Massachusetts for authorization to employ
Ropes & Gray LLP as corporate and special litigation counsel, nunc
pro tunc to the petition date.

As corporate and special litigation counsel, Ropes & Gray will:

  a) advise the Debtors and assist K&L Gates with respect to the
     negotiation, documentation, implementation, closing, and
     consummation of corporate transactions, including sales of
     assets in these chapter 11 cases;

  b) advise the Debtors and assist K&L Gates with respect to the
     evaluation of unexpired leases and executory contracts; and

  c) advise the Debtors and assist K&L Gates with respect to the
     Debtors' postpetition financing and cash collateral
     arrangements and negotiating and drafting documents related
     thereto.

Ropes & Gray's principal attorneys presently designated to
represent the Debtors and their current standard hourly rates are:

     Patrick O'Brien, Esq.              $770
     James M. Wilton, Esq.              $705
     James A. Wright III, Esq.          $525
     George M. Kopcsay, Esq.            $475

James M. Wilton, Esq. a member at Ropes & Gray, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors or their estates.

Mr. Wilton discloses that Patrick O'Brien, a partner at the firm,
is the former Clerk and/or Secretary of Oscient and resigned from
that position within the last two years.  Mr. Wilton further
discloses that the firm currently represents, and has in the past
represented, certain of the Debtors' creditors, equity security
holders, or other parties in interest in ongoing matters unrelated
to the Debtors and these chapter 11 cases.

                  About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Debtors also have
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174 million and
total liabilities of $255 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.  In its
petition, Oscient listed assets ranging from $50,000,001 to
$100,000,000, and debts ranging from $100,000,001 to $500,000,000.


OXIS INTERNATIONAL: Sade Panahi Elected to Board of Directors
-------------------------------------------------------------
Sade Panahi on July 13, 2009, was elected as a member of the Board
of Directors of Oxis International, Inc.  Mr. Panahi was also
appointed Chairman of the Compensation Committee.  Concurrent with
Mr. Panahi's election and appointment, Maurice Spitz resigned as
Company Secretary and Treasurer.  Mr. Spitz will continue to serve
as a director.

There are no understandings or arrangements between Mr. Panahi and
any other person pursuant to which he was appointed as a director.
Mr. Panahi presently does not serve on any Company committee other
than the Compensation Committee.  Mr. Panahi does not have any
family relationship with any director, executive officer or person
nominated or chosen by the Company to become a director or
executive officer.  Mr. Panahi has never entered into a
transaction, nor is there any proposed transaction, between Mr.
Panahi and the Company.

Mr. Panahi, 50, has been a director of Green St Energy Inc. since
December 2008.  Mr. Panahi runs Panahi Investments, a boutique
investment firm which provides research on land that may be
deployed in the alternative energy sector with a primary focus on
wind and solar power.  He was formerly employed by Mariposa
Properties, Inc. from 2003 to 2008 which is a company that along
with its affiliates acquire land to be used by energy companies
for wind or solar development.  From 2000 to 2003 Mr. Pahahi was
employed by ACM Investors, Inc., in which he was responsible for
evaluating financing opportunities.  He received his Masters in
Management from Golden Gate University.

The Company has not filed its quarterly report on Form 10-Q for
the period ended March 31, 2009, and its annual report on Form
10-K for the period ended December 31, 2008.

                     About Oxis International

Based in Foster City, California, Oxis International Inc. (OTC BB:
OXIS) -- http://www.oxis.com/-- focuses on the research and
development of technologies and therapeutic products in the field
of oxidative stress/inflammatory reaction, diseases that are
associated with damage from free radicals and reactive oxygen
species.  A prime objective of OXIS is to use its broad portfolio
of oxidative stress biomarkers to identify associations between
reactive biomarker signals and various disease etiologies and
conditions.  The Company presently derives its revenues primarily
from sales of research diagnostic reagents and assays to medical
research laboratories.  The Company's diagnostic products include
approximately 45 research reagents and 26 assays to measure
markers of oxidative and nitrosative stress.  The Company holds
the rights to four therapeutic classes of compounds in the area of
oxidative stress and inflammation.  One such compound is L-
Ergothioneine, a potent antioxidant produced by OXIS that may be
appropriate for sale over-the-counter as a dietary supplement.

                        Going Concern Doubt

Williams & Webster, P.S., in Spokane, Wash., expressed substantial
doubt about Oxis International Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm pointed to the Company's significant and ongoing operating
losses.  The Company has incurred an accumulated deficit of
$73,475,000 through June 30, 2008.  On a consolidated basis, the
company had cash and cash equivalents of $232,000 at June 30,
2008.  The Company will need to seek additional loan or equity
financing to pay for basic operating costs, or to expand
operations, implement its marketing campaign, or hire additional
personnel.

The Troubled Company Reporter reported on August 29, 2008, that
Oxis International Inc.'s consolidated balance sheet at June 30,
2008, showed $1,387,000 in total assets and $4,154,000 in total
liabilities, resulting in a $2,767,000 stockholders' deficit.  The
Company reported a net loss of $2,533,000 on total revenue of
$1,476,000 for the second quarter ended June 30, 2008, compared
with net income of $1,085,000 on total revenue of $1,813,000 in
the same period last year.


PACIFIC NORTHSTAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pacific Northstar Property Group, LLC
        9663 Santa Monica Blvd. #659
        Beverly Hills, CA 90210

Bankruptcy Case No.: 09-29495

Chapter 11 Petition Date: July 28, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd., Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: dbg@lnbrb.com

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

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

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

         http://bankrupt.com/misc/cacb09-29495.pdf

The petition was signed by Mark Cooper, manager of the Company.


PEACH HOLDINGS: S&P Junks Counterparty Credit Rating from 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has downgraded its
ratings on Peach Holdings Inc., including its counterparty credit
rating, to 'CC' from 'B'.  The rating remains on CreditWatch
Negative.

"Peach is in the process of repurchasing a portion of its term
loan debt at a significant discount.  While the repurchase would
allow for some cushion under the company's leverage covenant, S&P
would consider a transaction of this nature a distressed debt
exchange, and the ratings would reflect a selective default ('SD')
-- in line with S&P's criteria.  At this point, S&P believes there
is a strong possibility that Peach will complete its debt
repurchase; this is, however, contingent upon the closing of a
$100 million facility for the purchase of life settlement
contracts," said Standard & Poor's credit analyst John Bartko.

If Peach does not complete the repurchase of its debt, S&P
believes the company's ability to meet its leverage covenant could
be compromised over the course of the next several quarters.
"Additionally, if Peach is unable to close on a new facility for
its life settlements business, S&P believes the company could
suffer from severe liquidity constraints in the near term," Mr.
Bartko added.


PHOENIX ASSOCIATES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Phoenix Associates Land Syndicate has filed with the U.S.
Bankruptcy Court for the Eastern District of Louisiana its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------             ----------      -----------
  A. Real Property                        $0
  B. Personal Property                $6,300
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        --
  E. Creditors Holding
     Unsecured Priority
     Claims                                                --
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $20,135,813
                                  ----------      -----------
           TOTAL                      $6,300      $20,135,813

A copy of Phoenix Associate Land Syndicate's schedules of assets
and liabilities is available at:

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

Based in Madisonville, Louisiana, Phoenix Associates Land
Syndicate, dba Murphy Sand and Gravel, focuses principally on the
acquisition and development of companies in the aviation,
construction, mining and oil & gas industries.  Its Web site is
http://www.pbls.biz/

The Company filed for Chapter 11 on June 10, 2009 (Bankr. E.D.
La. Case No. 09-11743).  Claude C. Lightfoot, Jr., at Claude C.
Lightfoot, Jr. P.C., represents the Debtor in its restructuring
efforts.  In its bankruptcy petition, the Debtor said it had
$50 million to $100 million in assets and debts.


POLYMER GROUP: Moody's Affirms Corporate Family Rating at 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed Polymer Group, Inc.'s existing
ratings, including the B1 Corporate Family Rating, and assigned a
Ba3 rating to the proposed new tranches under its senior secured
credit facility.  The ratings outlook remains stable.

On July 27, 2009, PGI announced that lenders holding approximately
$303 million of its approximately $350 million term loan and
$30 million of its $45 million committed revolving credit facility
elected to extend the maturity dates of their commitments via an
amendment and extension transaction.  The extended term loan will
mature in November 2014 and the extended revolving credit facility
will mature in November 2013.  The amendment will, among other
items, remove the future step-downs or step-ups in the company's
financial covenants and result in a repayment of $24 million of
outstanding borrowings under the term loan.

While the interest burden on the extended tranches will be
materially higher than existing pricing levels, Moody's believes
PGI's liquidity profile is enhanced by the significant reduction
in medium-term refinancing risk and improvement in covenant
cushion going forward.  The affirmation of the B1 CFR also
considers the reduction in debt as a result of the amendment,
PGI's solid free cash flow and financial leverage metrics, the
relative stability of volumes sold to disposables end markets such
as diapers and medical apparel, and PGI's leading market positions
and long-term customer relationships.  Nonetheless, total revolver
commitment will be reduced to $30 million as of November 22, 2010,
which Moody's considers to be small for a company of PGI's scale,
and volumes sold to industrial end markets continue to be weak.

Moody's affirmed these ratings (subject to the amendment closing):

* Corporate Family Rating, B1

* Probability of Default Rating, B2

* $15 million senior secured revolver due November 2010 (RC-1),
  Ba3 / LGD2 (point estimate changed to 26% from 27%)

* $43.5 million senior secured term loan B due November 2012 (TLB-
  1), Ba3 / LGD2 (point estimate changed to 26% from 27%)

These ratings were assigned (subject to the amendment closing):

* $30 million senior secured revolver due November 2013 (RC-2),
  Ba3 / LGD2 (26%)

* $282.7 million senior secured term loan B due November 2014
  (TLB-2), Ba3 / LGD2 (26%)

The previous rating action for PGI occurred on March 31, 2009 when
Moody's stabilized the outlook from negative and affirmed the B1
CFR.

Headquartered in Charlotte, North Carolina, PGI is one of the
world's leading producers of nonwoven materials.  The company
generated revenues of $1.1 billion in the twelve months ended
April 4, 2009.


POLYMER GROUP: S&P Changes Outlook to Positive; Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Charlotte, North Carolina-based Polymer Group Inc. to
positive from negative.  At the same time, S&P affirmed the 'B'
corporate credit rating on the company.  S&P also affirmed the
'B+' issue-level ratings and '2' recovery ratings on the non-
extending portion of the company's $410 million senior secured
term loan and $45 million senior secured revolving credit
facilities.  Approximately $46.7 million of the term loan and
$15 million of the revolving credit facility will not be extended.

Based on preliminary terms and conditions, S&P assigned to the
company's extended $303.5 million term loan and $30 million
revolving credit facility issue-level ratings of 'B+' (one notch
above the corporate credit rating) and a recovery rating of '2',
indicating S&P's expectation for substantial (70%-90%) recovery in
the event of a payment default.

"The outlook revision to positive is based on the expected
completion of the amendment, which will extend a portion of the
term loan and revolving credit facilities and provide financial
covenant relief," said Standard & Poor's credit analyst Henry
Fukuchi.

As part of this amendment, the company will also be repaying
$24 million at par to be applied ratably across all extended and
non-extended term loans.  Pro forma for the $24 million paydown,
the net amounts are expected to be $43.5 million and
$282.7 million for the non extending and extending term loan
facilities, respectively.  The amendment will extend the existing
term loan to November 2014 from November 2012 and revolving credit
facility to November 2013 from November 2010.  The non-extending
portion on both the term loan and revolving credit facility will
retain existing maturities and pricing.

S&P views the anticipated completion of this amendment as a
favorable step to improve liquidity in that it extends maturities
and provides needed financial covenant relief.  The amendment
provides for the removal of future tightening in the financial
covenants, freezing the leverage covenant at 3.5x and interest
coverage at 3x.  While S&P expects that the company will continue
to face challenges because of the current recession, S&P expects
management to be committed to maintaining adequate covenant
cushion and sufficient liquidity.


PROVIDENT ROYALTIES: To File Schedules & Statements by August 14
----------------------------------------------------------------
Provident Royalties LLC and its affiliates, which are currently
managed by a Chapter 11 trustee, ask the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, to extend until
August 10, 2009, their deadline to file their schedules of assets
and liabilities and statement of financial affairs.

The Debtors did not have the opportunity to complete their
schedules as all of the Debtors' staff and professionals have been
tasked with issues, which has largely included work involving a
transition from operations as debtors-in-possession to operation
by the Receiver/Trustee.

                     About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owns working
interests in oil and gas properties primarily in Oklahoma.

Provident and its affiliates filed for Chapter 11 on June 22, 2009
(Bankr. N.D. Tex. Case No. 09-33886).  Judge Harlin DeWayne Hale
presides over the case.  Patton Boggs LLP represents the Debtors
as their bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.  ennis L. Roossien,
Jr., Esq., at Munsch Hardt Kopf & Harr P.C. in Dallas, Texas,
serve as the Debtors' Chapter 11 trustee.  The Company listed
between $100 million and $500 million each in assets and debts.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint in District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.

On July 2, 2009, the District Court for the Northern District of
Texas appointed Dennis L. Roossien, Jr. as receiver for the
Debtors. On July 20, 2009, the Bankruptcy Court appointed the
Receiver as the Debtors' chapter 11 trustee.  Mr. Roossien has
taken possession and control of the Debtors' property and
business.


RADICAL BUNNY: Faces SEC Lawsuit on Alleged Fraud
-------------------------------------------------
Jan Buchholz at Phoenix Business Journal reports that the U.S.
Securities and Exchange Commission has filed a lawsuit against
Mortgages Ltd. lender, Radical Bunny LLC, in the Arizona U.S.
District Court.

Business Journal says that it is unknown whether the SEC complaint
will impact Mortgages Ltd.'s efforts to resolve loans it made to
developers using funds received from Radical Bunny.

According to Business Journal, the SEC alleged unregistered offer
and sale of securities and fraud.  The defendants are Radical
Bunny members:

     -- Tom Hirsch,
     -- Harish P. Shah,
     -- Berta Walder, and
     -- Howard Walder.

Citing the SEC, Business Journal relates that an estimated 900
individuals invested $197 million with Radical Bunny from late
2005 to June 2008.  Business Journal states that much of the money
raised was then loaned through a series of financial instruments
to Mortgages Ltd.

Business Journal states that the SEC accused the defendants of
misrepresenting the security of the financial instruments signed
with Mortgages Ltd., saying that they weren't properly licensed to
solicit funds for that purpose.  The SEC said in court documents,
"The defendants represented to investors from at least late 2006
to June 2008 that their pooling of investor funds to be loaned to
Mortgages Ltd. was not subject to the securities laws because they
were not engaged in the offer and sale of securities.  This
representation is false.  The defendants failed to disclose that
they were repeatedly told by counsel that the securities laws
applied to Radical Bunny's offering."  The SEC alleged that
despite repeated warnings during 2006 and 2007, "defendants
continued their unregistered offering of securities up until June
2008."

Based in Phoenix, Arizona, Radical Bunny LLC is a real-estate
financier.  On the Web: http://radicalbunny.com/

As reported by the Troubled Company Reporter on October 13, 2008,
three investors -- Cathy Baker of Chandler; Laing Kandel of
Brooklyn, New York; and Steven Friedberg -- filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Radical
Bunny LLC in the United States Bankruptcy Court for the District
of Arizona.


RAINBOW 215 LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rainbow 215, LLC
        6870 S. Rainbow Boulevard
        Las Vegas, NV 89118

Case No.: 09-23414

Chapter 11 Petition Date: July 27, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: David Mincin, Esq.
                  Law Offices Of Richard Mcknight, P.C.
                  330 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  Email: mcknightlaw@cox.net

Total Assets: $16,883,500

Total Debts: $11,327,730

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


RAINBOWS UNITED: Discovers Irregularities, To File Chapter 11
-------------------------------------------------------------
Suzanne Perez Tobias at The Wichita Eagle reports that Rainbows
United, Inc.'s board of directors has decided to put the Company
into Chapter 11 bankruptcy protection after members "discovered
financial irregularities" in the agency's financial reports.

Board chairman Steve Cox said in a release, "We are committed to
children with special needs and their families who are served by
Rainbows.  During this challenging time, we are working to ensure
that restructuring allows us to continue providing services."

The Wichita Eagle relates that the board has accepted chief
financial officer Scott Richards' resignation, as part of the
reorganization.  The board, the report says, has also started
efforts to seek a replacement for Mr. Richards.

Citing officials, The Wichita Eagle relates that Rainbows United
President Lorraine Dold has been placed on indefinite paid
administrative leave effective immediately.  Ms. Dold will be
available to the organization for advisory services, The Wichita
Eagle says.

According to The Wichita Eagle, Rainbows United chief operating
officer Deb Voth will be responsible for day-to-day management of
the organization during the transition.

Rainbows United, Inc. -- http://www.rainbowsunited.org/-- is a
Wichita nonprofit agency that serves children with special needs
and their families.  Rainbows United serves more than 2,600
children aged birth through 5, including more than 2,300 with
special needs.  The organization, which has 435 full- and part-
time employees, serves primarily Sedgwick and Butler counties.


RICH CAPITOL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rich Capitol, LLC
           aka Capital Walk Apartments
        3535 Windsor Place
        Boca Raton, FL 33496

Case No.: 09-25422

Type of Business: The Debtor operates an investment firm.

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Heather L. Harmon, Esq.
                  100 S.E 2, St #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
            Fax: (305) 349-2310
            Email: HHarmon@gjb-law.com

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

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

The petition was signed by Jerome L. Rich, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
GE Appliances                                         $85,394

Jimmy Crowder                                         $75,507
Excavating & Land
Clearing, Inc.
Kerry Bateman

HD Supply/Probuild                                    $37,800
Debbie Naccarato

Bean Drywall                                          $36,250
Charlie Bean

Ferguson Enterprises                                  $33,360
Tavoris Williams

Sherwin Williams                                      $31,375
Company/Floor
Covering Division
Tom Coy-Bruce Edwards

Blueline Mechanical, LLC                              $18,465
Steve Panaro

Tom Culpepper                                         $17,019
Electric, Inc.
Tom Culpepper

Chase Visa                                            $9,163

Premium Assignment Corp.                              $8,454

Greenfox Enterprises, LLC                             $7,502

Big Bend Insulation, Inc.                             $5,844
Katherine Lisenby

Pedersen Lathing and Plastering                       $5,100
Pete Petersen

ABC Flooring                                          $4,968

Joe Vasquez & Son                                     $4,829
Painting Co.
Joe Vasquez

Wayne Automatic Fire                                  $4,800
Sprinklers Inc.
Alan Urmson

Chancey Metal Products, Inc.                          $4,260
Lee Chancey

Tallahassee Democrat                                  $4,100

Blue Cross and Blue Shield                            $4,013
of Florida

Floor Crete Enterprises                               $3,797
Lary Ortega


RIVER OAKS LANDING: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: River Oaks Landing Development, LLC
        2214 West Wood Avenue
        Richmond, VA 23230

Bankruptcy Case No.: 09-51073

Chapter 11 Petition Date: July 27, 2009

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

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  Email: rmmatty@mitchellculp.com

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

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

The Debtor identified Iredell County Tax Coll. with a tax claim
for $100 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/ncwb09-51073.pdf

The petition was signed by John Michael Henderson, manager of the
Company.


ROBERT MASSEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert J. Massey
        12428 Woodhull Landing
        Fenton, MI 48430

Bankruptcy Case No.: 09-34023

Chapter 11 Petition Date: July 27, 2009

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

Judge: Daniel S. Opperman.Flint

Debtor's Counsel: Dennis M. Haley, Esq.
                  G-9460 S. Saginaw Street, Suite A
                  Grand Blanc, MI 48439
                  Tel: (810) 579-3600
                  Email: ecf@winegarden-law.com

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

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

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

The petition was signed by Mr. Massey.


ROCKY VALLEY PARTNERS: Case Summary & 9 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Rocky Valley Partners, LLC
        1800 South Sheridan Blvd #306
        Denver, CO 80232

Case No.: 09-25177

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: George Dimitrov, Esq.
            2870 N. Speer Blvd., Suite 103
            Denver, CO 80211
            Tel: (303) 297-7729
            Fax: (303) 845-9924
            Email: gdimitrov@fwlawgroup.com

Total Assets: $10,141,770

Total Debts: $11,257,294

The petition was signed by Anil Bajaj, the company's managing
member.

Debtor's List of 9 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Riviera Holdings, LLC/                                $2,450,000
Commercial Capital                                    Collateral:
                                                      $450,000
                                                      Unsecured:
                                                      $2,000,000

Vinay and Anita Sikka                                 $450,000
7636 S. Flanders St.                                  Collateral:
Centennial, CO 80016                                  $294,294
                                                      Unsecured:
                                                      $450,000

Commercial Capital                                    $450,000
PO Box 630130                                         Collateral:
Littleton, CO 80163                                   $450,000
                                                      Unsecured:
                                                      $450,000

Mutual Of Omaha Bank           Bank loan              $211,000
                                                      Collateral:
                                                      $208,530
                                                      Unsecured:
                                                      $211,000

Mutual Of Omaha Bank           Bank loan              $202,223
                                                      Collateral:
                                                      $208,530
                                                      Unsecured:
                                                      $202,223

Mutual Of Omaha Bank           Bank loan              $190,074
                                                      Collateral:
                                                      $208,530
                                                      Unsecured:
                                                      $190,074

Mutual Of Omaha Bank           Bank loan              $115,998
                                                      Collateral:
                                                      $208,530
                                                      Unsecured:
                                                      $115,998

Mutual Of Omaha Bank           Bank loan              $113,118
                                                      Collateral:
                                                      $959,238
                                                      Unsecured:
                                                      $113,118

Mutual Of Omaha Bank           Bank loan              $74,881
                                                      Collateral:
                                                      $959,238
                                                      Unsecured:
                                                      $74,881


ROYAL PALM: U.S. Trustee Sets Meeting of Creditors for August 19
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Coal Financing, LLC's Chapter 11 case on August 19, 2009, at
10:30 a.m.  The meeting will be held at Flagler Waterview Bldg,
1515 N Flagler Dr Rm 870, West Palm Beach, Florida.

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.

Royal Palm Beach, Florida-based Coal Financing, LLC, filed for
Chapter 11 on July 13, 2009 (Bankr. S. D. Fla. Case No. 09-24183).
Norman L. Schroeder II, Esq., represents the Debtor in its
restructuring efforts.  The Debtor's petition said its assets
range from $50,000,001 to $100,000,000 and its debts range from
$10,000,001 to $50,000,000.


SANTA PAULA OIL: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Santa Paula Oil, Inc.
        9454 Wilshire Blvd., Suite Penthouse 30
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-10661

Chapter 11 Petition Date: July 24, 2009

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

Judge: Laura S. Taylor

Debtor's Counsel: Bruce R. Babcock, Esq.
                  4808 Santa Monica Ave
                  San Diego, CA 92107
                  Tel: (619) 222-2661
                  Fax: (619) 222-2310

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
10 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/casb09-10661.pdf

The petition was signed by Reza Safaie, president of the Company.


SHERI INC: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Sheri Inc.
        774 Mays Blvd, Suite 10
        Incline Village, NV 89451

Bankruptcy Case No.: 09-52458

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  Darby Law Practice, Ltd.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  Email: kevin@darbylawpractice.com

Total Assets: $1,800,007

Total Debts: $1,393,328

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/nvb09-52458.pdf

The petition was signed by Sheri Spackman, president of the
Company.


SHOOK DEV'T: U.S. Trustee Sets Meeting of Creditors for Aug. 17
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Shook Development Corporation's Chapter 11 case on August 17,
2009, at 11:00 a.m.  The meeting will be held at 725 S Figueroa
St., Room 2610, Los Angeles, California.

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

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

Hermosa Beach, California-based Shook Development Corporation
filed for Chapter 11 on July 10, 2009(Bankr. C. D. Calif. Case No.
09-27534.)  Thomas Corcovelos, Esq. at Corcovelos Law Group
represents the Debtor in its restructuring efforts.  The Debtor
listed $50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in debts.


SIX FLAGS: Has Protocol to Pay Or Settle Ordinary Tort Claims
-------------------------------------------------------------
In their effort to reduce the administration expenses and
maximize value for the benefit of their estates, creditors and
other parties-in-interest, Six Flags Inc. and its affiliates seek
the Bankruptcy Court's authority to pay ordinary tort claims and
other causes of action in an amount not more than $100,000 without
the necessity of filing motions and obtaining additional Court
approval.

In the course of the Debtors' operations, claims arise between
the Debtors and other parties concerning a variety of matters.
Given the scope and daily public exposure of the Debtors' line of
business, these disputes are commonplace.  The Debtors tell the
Court that settlement or other disposition of these types of
disputes is in the ordinary course of their business, but out of
abundance of caution and to provide certainty to their estates
and the parties with whom they conduct business with, the Debtors
seek authority from the Court to resolve certain claims and
causes of action without further hearing and notice.

To allow entities to continue prosecuting litigation on account
of which the Debtors have insurance coverage provided that at a
minimum, each entity (a) waive all related claims against the
Debtors, and (b) agree to enforce any claim solely with respect
to applicable insurance proceeds, if any.  The Debtors further
ask that they be authorized, but not required by the Court, to
agree to the modification of the automatic stay without further
court approval.

According to L. Katherine Good., Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, to seek Court approval to
resolve individually each relatively minor dispute covered by
this Motion would be unduly burdensome on the Court and an
unnecessary drain on the time and other resources of the Debtors
and their counsel.  Furthermore, the settlement of claims paid by
the Debtors' insurance coverage will have no economic impact on
the Debtors' estates, Ms. Good emphasizes.

The Court will convene a hearing to consider this motion on
August 13, 2009, at 1:00 p.m. Eastern Time.  Objections are due by
August 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Proposes Cadwalader Wickersham as Special Counsel
------------------------------------------------------------
Six Flags Inc. and its affiliates seek the Bankruptcy Court's
authority to employ Cadwalader, Wickersham & Taft LLP, as their
special counsel for limited purposes nunc pro tunc to the Petition
Date.

In December 2005, CWT was retained by the Debtors and their board
of directors to advise and represent them as general outside
corporate counsel.  In that regard, CWT has represented the
Debtors and their board in connection with general corporate and
governance matters, various securities laws matters, merger and
acquisition transactions, significant asset dispositions,
financing transactions, executive compensation and employee
benefits matters, and related litigation.

Jeffrey R. Speed, Six Flags, Inc.'s executive vice president and
chief financial officer, tells the Court that CWT's services are
appropriate and necessary to enable the Debtors to execute their
duties as Debtors and debtors-in-possession faithfully and
implement their rehabilitation.

The Debtors seek to continue to employ CWT to render certain
corporate and related litigation services, unrelated to the
conduct of the Debtors' Chapter 11 cases, including among others,
representing the Debtors and the board of directors and its
members in respect of matters concerning:

  (a) corporate governance,
  (b) securities and securities litigation,
  (c) executive compensation and employee benefits, and
  (d) possible asset dispositions and corporate merger and
      acquisition transactions, and litigation related to asset
      dispositions and merger acquisition transactions.

Due to CWT's extensive familiarity with the Debtors and the
matters on which it is proposed to be employed, CWT is uniquely
qualified to render necessary services in these cases, Mr. Speed
avers.

The Debtors propose to pay CWT based on the firm's hourly billing
rates plus the reimbursement of its actual, reasonable and
necessary expenses incurred in connection with its professional
services to the Debtors.

CWT's hourly rates are:

  Professional                    Hourly rate
  ------------                    -----------
  Partners                      $650 to 1,050
  Other attorneys                  335 to 975
  Legal assistants                 135 to 265

Dennis J. Block, Esq., a partner of Cadwalader, Wickersham & Taft
LLP, assures the Court that his firm holds no interest adverse to
the Debtors with respect to matter on which CWT is to be engaged.

Mr. Block states further that CWT is not serving as the Debtors'
bankruptcy counsel within the meaning of Section 329(a) of the
Bankruptcy Code.  In addition, CWT is holding an advance payment
retainer of approximately $50,000 for professional services to be
rendered, Mr. Block discloses.

The Court will convene a hearing to consider this application on
August 13, 2009, at 1:00 p.m. Prevailing Eastern Time.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SMURFIT-STONE CONTAINER: M&T Wants to Join Creditors Committee
--------------------------------------------------------------
On April 27, 2009, Wilmington Trust Company determined that it
had to resign as indenture trustee for the 7 3/8% Senior Notes
due July 15, 2014 issued by Stone Container Finance Company of
Canada II and guaranteed by Smurfit-Stone Container Enterprises,
Inc.  Upon Wilmington Trust Company's resignation, Manufacturers
and Traders Trust Company was appointed -- and M&T accepted the
appointment -- as successor indenture trustee for the 7 3/8%
Notes.  The appointment was effective as of May 7, 2009.

By this motion, M&T asks the Court to direct the Office of the
United States Trustee to appoint it as a member to the Official
Committee of Unsecured Creditors.

David P. Primack, Esq., at Drinker Biddle & Reath LLP, in
Wilmington, Delaware, relates that M&T asked David Klauder, the
assistant U.S. Trustee, to add M&T to the Committee because it is
Wilmington Trust's successor.  The Committee's counsel told M&T
that the Committee has recommended to the U.S. Trustee that M&T
be added to the Committee, along with another trade creditor to
preserve the voting structure.

After waiting for two months, the U.S. Trustee informed M&T that
its request is denied.  Mr. Primack notes that the U.S. Trustee
did not provide any rationale or explanation for its decision or
the two month period it took to reach its decision.

Mr. Primack contends that the Committee as currently constituted
does not adequately represent the interests of all the Debtors'
creditors and, as a result, reformation of the Committee through
the appointment of M&T to the Committee is necessary and
appropriate.  He further contends that if Wilmington Trust was
appointed to the Committee because of its role as indenture
trustee for five different unsecured bond issues, then it seems
obvious that when the indenture trustee for one of the bond
issues changed, the new indenture trustee should be added to the
Committee to maintain the originally contemplated constitution of
the Committee.

"M&T's claim is one of the seven largest according to the
Debtors' list of consolidated top 30 unsecured claimholders.
Wilmington Trust Company is the only other creditor on the
Committee who holds one of the seven largest claims of the
Debtors," Mr. Primack tells the Court.

M&T asserts a $200,000,000 claim against both Finance II as the
issuer, and SSCE as the guarantor.

A review of the Debtors' schedules indicates that each of the
current Committee members has claims only against SSCE and
Calpine Corrugated LLC, Mr. Primack says.  Thus, he points out,
there are claims amounting to $200,000,000 against Finance II
that are not represented on the Committee, while any and all
claims against SSCE are represented by every other member of the
Committee.

Accordingly, Mr. Primack asserts that M&T, as a holder of one of
the seven largest claims against the Debtors, should be added to
the Committee.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Noteholders Protect Contribution Claim
---------------------------------------------------------------
Aurelius Capital Management LP and Columbus Hill Capital
Management LP, as managers of funds that are holders of a
majority in principal amount of the 7 3/8% Senior Notes due
July 15, 2014 issued by Stone Container Finance Company of Canada
II, ask the Bankruptcy Court to determine that the August 28, 2009
bar date for the filing of proofs of claim does not apply to any
proof of claim by Finance II in the case of Smurfit-Stone
Container Enterprises, Inc., for contribution claim.

In the alternative, the Noteholders seek an order authorizing the
indenture trustee for the Notes or the Noteholders to file the
proof of claim in the case of SSCE related to the Contribution
Claim.

The Notes were issued in the principal amount of $200,000,000 and
are fully and unconditionally guaranteed by SSCE.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, notes that Finance II is not an operating business and
does not have significant assets other than its claims against
other Debtors.

The Notes have three sources of recovery: (1) the claims against
Finance II, as issuer, and all of its assets including the
intercompany claim of Finance II against Smurfit-Stone Container
Canada, Inc., amounting to $200,000,000 plus accrued and unpaid
interest; (2) the claim against SSCE, as guarantor; and (3) the
Contribution Claim.

The Contribution Claim arises from the status of Finance II as an
unlimited liability company organized under the laws of Nova
Scotia and a wholly-owned subsidiary of SSCE.

Mr. Cousins explains that because Finance II is a ULC, SSCE, as
its shareholder, has obligations under Section 135 of the
Companies Act (Nova Scotia) to make contributions to Finance II
in amounts sufficient to satisfy all creditor claims against
Finance II including, without limitation, claims against Finance
II related to the Notes.

The Contribution Claim is a significant asset of Finance II and
provides an important source of funding to pay the Notes, Mr.
Cousins explains.  He notes that the Contribution Claim
represents an independent source of recovery for the Notes
separate and apart from the direct guarantee claim the Notes have
against SSCE and also is in addition to the claim against Finance
II and all of its assets including intercompany claims held by
Finance II against SSCE, Smurfit Canada or any other entity.

According to Mr. Cousins, the Noteholders are constrained to file
their request because Finance II did not provide any meaningful
response to the request of the Noteholders to take appropriate
steps to protect the Contribution Claim.  He points out that
given that the officers and directors of Finance II, who are also
officers and directors of SSCE, are conflicted by dual loyalties,
there can be no assurance that they are able to act consistent
with their fiduciary duty solely in the best interests of Finance
II and its creditors.

Accordingly, the Noteholders seek to protect the interests of
Finance II and its creditors by filing this Request.

"If this Motion is not granted, the recovery of the Noteholders
and any other creditors of Finance II will be diminished and
their interests irrevocably harmed," Mr. Cousins tells the Court.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Restricts Equity Trading to Protect NOLs
-----------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates obtained final
approval from the Bankruptcy Court to establish notification and
hearing procedures that must be satisfied first before the
transfer of stock or of any beneficial ownership to acquire the
stock.

Judge Shannon ruled that any purchase, sale, or other transfer of
Smurfit-Stone Container Corporation stock or of any beneficial
ownership in violation of the Court's previously-entered interim
order will be null and void ab initio as an act in violation of
the automatic stay.

The Debtors have incurred, and are currently incurring,
significant net operating losses, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois, relates.

The Debtors seek authorization to protect and preserve their tax
attributes, including NOL carryforwards and certain tax credits
by establishing notification and hearing procedures regarding the
SSCC Stock during the pendency of the Debtors' bankruptcy cases
that must be complied with before trades or transfers of
securities become effective.

A full-text copy of the Debtors' Proposed Procedures is available
for free at http://bankrupt.com/misc/SmurfNOLsProc.pdf

Mr. Conlan contends that if certain notification and hearing
procedures are not imposed by the Court, trading the SSCC's
stocks could severely limit or even eliminate the Debtors'
ability to use their Tax Attributes, including their NOLs, which
are potentially valuable assets of the Debtors' estates.

The NOLs may be of significant value to the Debtors and their
estates because the Debtors can generally carry forward their
NOLs to offset their future taxable income for up to 20 taxable
years, thereby reducing their future aggregate tax obligations,
Mr. Conlan explains.  He notes that the NOLs also may be utilized
by the Debtors to offset any taxable income generated by
transactions completed during the pendency of their Chapter 11
cases at a combined federal and state tax rate of approximately
40 percent.

Mr. Conlan asserts that unmonitored trading of SSCC Stock could
adversely affect the Debtors' NOLs if:

  (a) too many five percent or greater blocks of SSCC Stock are
      Created; or

  (b) too many shares are added to or sold from the blocks so
      that, together with previous trading by five percent
      shareholders during the preceding three-year period, an
      ownership change within the meaning of Section 382 of the
      Internal Revenue Code is triggered prior to emergence
      and outside the context of a confirmed Chapter 11 plan.

To preserve to the fullest extent possible the flexibility to
implement a balance sheet restructuring that maximizes the use of
their NOLs both during the pendency of the Chapter 11 cases and
upon emergence from bankruptcy, the Debtors seek limited relief
that will enable them to closely monitor certain transfers of
SSCC Stock so as to be in a position to act expeditiously to
prevent transfers, only if necessary, with the purpose of
preventing a "PreEffective Date Ownership Change" and preserving
the Tax Attributes.

The Official Committee of Unsecured Creditors supports the
Debtors' Request saying the requested notification and hearing
procedures are necessary to protect and preserve the tax
attributes.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLUTIA INC: Lost $148 Million for Six Months Ended June 30
-----------------------------------------------------------
Solutia Inc. released its second quarter 2009 results, which have
these highlights:

    * 2009 Second Quarter Highlights Transformational sale of
      nylon business completed

    * Net sales of $410,000,000, a sequential improvement over
      first quarter 2009 of 21%

    * Basic and diluted earnings per share from continuing
      operations of $0.25; Adjusted earnings per share of $0.33

    * Adjusted EBITDA of $96,000,000, a sequential improvement
      over first quarter 2009 of 71%

    * Adjusted EBITDA margins improved to 23%

    * Net debt reduced in the quarter by $206,000,000

    * Affirming Adjusted EBITDA guidance of $325,000,000 to
      $350,000,000 and cash guidance from continuing operations
      less capital expenditures to high end of range at
      $100,000,000, up from previously stated target of
      $50,000,000 to $100,000,000

"The sale of the nylon business this quarter marked a historical
development, as it completed Solutia's transformation into a pure-
play performance material and specialty chemicals company," said
Jeffry N. Quinn, chairman, president and chief executive officer
of Solutia Inc.  "This latest move completes a key component of
our restructuring strategy which began during our reorganization
and positions the Company on a solid foundation with a portfolio
of high-margin businesses, valued products and world-leading
market positions.  Improved sequential performance in all business
segments in comparison to first quarter 2009, was enabled by our
aggressive response to the global recession and helped us achieve
a record adjusted EBITDA margin during the quarter and affirms our
confidence that we will achieve our adjusted EBITDA guidance for
the full year.  We are positioned to continue to deliver strong
financial performance despite the challenging macroeconomic
environment and to benefit as conditions improve in the end-
markets we serve."

         Consolidated Results from Continuing Operations

Solutia Inc. (NYSE: SOA) reported consolidated income from
continuing operations of $24,000,000 for the second quarter of
2009, compared to a loss of $6,000,000 for the same period in
2008.  These results were impacted by certain events affecting
comparability (detailed below) totaling a net loss of $8,000,000
in 2009 and a net loss of $28,000,000 in 2008.  After adjusting
for these items in both periods, consolidated net income from
continuing operations of $32,000,000 in the second quarter of
2009 increased from income of $22,000,000 in the second quarter
of last year.  This was primarily due to implementation of cost
reductions, lower raw material and energy costs, improved
interest expense, partially offset by weakened demand and higher
stock compensation expense.  For the quarter, Solutia posted
basic and diluted earnings per share from continuing operations
attributable to Solutia of $0.25 and as adjusted, earnings per
share of $0.33.

Consolidated EBITDA from continuing operations for the second
quarter increased to $90,000,000 from $69,000,000 in the second
quarter of 2008 on net sales of $410,000,000 and $577,000,000,
respectively.  After taking into consideration adjustments (as
detailed below in the consolidated and segment sales, EBITDA and
Adjusted EBITDA table), Adjusted EBITDA decreased to $96,000,000
from $114,000,000.

                          Segment Data

In order to aid understanding of Solutia's business performance,
the results of its business segments are presented on an adjusted
basis and reconciled to the comparable GAAP measures in the below
tables.

                         Saflex Segment

Saflex's second quarter 2009 net sales were $160,000,000, down
$60,000,000 or 27% from the same period in 2008.  Adjusted EBITDA
decreased to $39,000,000 for the second quarter of 2009 compared
to $41,000,000 in the prior year period primarily due to
automotive sales volume declines, partially offset by lower raw
material and SG&A costs.  Adjusted EBITDA margins expanded to 24%
in the second quarter in comparison to 19% in the same period in
2008.  Sales increased $27,000,000 or 20% with Adjusted EBITDA
increasing $15,000,000 or 63% compared to the first quarter in
2009.  This was primarily due to improved volumes and lower
manufacturing and SG&A costs, partially offset by a decrease in
selling prices.

                        CPFilms Segment

CPFilms' second quarter 2009 net sales were $54,000,000, down
$17,000,000 or 24% from the same period in 2008.  Adjusted
EBITDA decreased to $14,000,000 for the second quarter of 2009
compared to $22,000,000 in the same period in 2008, primarily due
to lower window films revenue and lower fixed cost absorption,
partially offset by reduced SG&A costs.  Adjusted EBITDA margins
rebounded to 26%, in range with historical levels.  Sales
increased $20,000,000 or 59% with Adjusted EBITDA increasing
$12,000,000 or 600% compared to the first quarter in 2009.  This
was primarily due to improved volumes, lower manufacturing costs
in addition to selling price discipline.

                 Technical Specialties Segment

Technical Specialties' second quarter 2009 net sales were
$190,000,000, down $85,000,000 or 31% compared to the same period
in 2008.  Adjusted EBITDA held steady at $58,000,000 for the
second quarter of 2009 compared to the prior year period,
primarily due to improved selling prices and lower raw material
and SG&A costs offset by lower volumes and fixed cost absorption.
Adjusted EBITDA margins expanded to 31% in the second quarter in
comparison to 21% in the prior year period.  Sales increased
$23,000,000 or 14% with Adjusted EBITDA increasing $12,000,000 or
26% compared to the first quarter in 2009.  This was primarily
due to improved volumes, and lower raw materials partially offset
by a decrease in selling prices.

                     Unallocated and Other

Unallocated and other losses increased $8,000,000 to
$15,000,000 compared to the second quarter 2008, primarily
attributable to losses on currency transactions, and lower
segment profit from other operations, partially offset by lower
corporate expenses.

                     Leverage and Liquidity

For the second quarter of 2009, the Company reduced net debt
by $206,000,000 to $1,108,000,000 and had liquidity of
$211,000,000.  Cash provided by continuing operations before
reorganization activities less capital expenditures for six
months ended June 2009 was $66,000,000 compared to a use of
$6,000,000 for the same period for 2008.  The improvement in cash
from continuing operations was primarily attributed to lower
payments on interest expense, taxes and post-retirement
obligations, lower working capital requirements in addition to
reduced payout of our employee annual incentive plan, partially
offset by higher cash payments on restructuring activities.

"We continue to focus on cash generation, debt reduction and
liquidity enhancement during this difficult economic
environment," said James M. Sullivan, executive vice president
and chief financial officer.  "To this end, we took significant
steps this quarter to improve our capital structure and
strengthen our balance sheet.  We successfully completed a public
offering of common stock that raised net proceeds of
$119,000,000, which we used to further reduce our debt and for
other general corporate purposes."

                            Outlook

As anticipated, Solutia experienced a sequential improvement
in earnings in the second quarter of 2009 over first quarter
benefiting from some seasonal growth and the completion of
downstream inventory destocking; however, overall demand remained
relatively soft.  Solutia does continue to expect lower volumes
for the third quarter compared to the third quarter of 2008 and a
modest increase in volumes in the fourth quarter of 2009
principally due to the low volumes experienced in the fourth
quarter of 2008.  However, the additional actions taken by the
Company to mitigate the weaker demand environment has allowed
Solutia to reiterate its Adjusted EBITDA target for 2009 in the
range of $325,000,000 to $350,000,000.  Additionally, following
the strong cash generation achieved in the second quarter the
Company now expects cash from continuing operations less capital
spending to be approximately $100,000,000, up from its previously
stated target range of $50,000,000 to $100,000,000.

                 Second Quarter Conference Call

The Company will hold a conference call at 9 a.m. Central
Time (10 a.m. Eastern Time) on Tuesday, July 28, 2009, during
which Solutia executives will elaborate upon the Company's second
quarter 2009 financial results.

A live webcast of the conference call and slides will be
available through the Investors section of http://www.solutia.com
The phone number for the call is 888-713-4205 (U.S.) or 617-213-
4862 (International), and the pass code is 12444176.
Participants are encouraged to dial in 10 minutes early, and also
may pre-register for the event at
https://www.theconferencingservice.com/prereg/key.process?key=PLU
RAMTHC  Pre-registrants will be issued a pin number to use when
dialing into the live call that will provide quick access to the
conference by bypassing the operator upon connection.  A replay
of the event will be available through http://www.solutia.comfor
two weeks or by calling 888-286-8010 (U.S.) or 617-801-6888
(International) and entering the pass code 24445015.

           Use of Non-U.S. GAAP Financial Information
          and Reconciliation to Comparable GAAP Number

For the purpose of this press release, the Company has used
certain financial measures such as EBITDA (defined as earnings
before interest expense, income taxes, depreciation and
amortization, less net income attributable to non-controlling
interest and reorganization items, net) and Adjusted EBITDA (to
include EBITDA and exclude gains and losses, cost overhang
associated with the expected sale of our Integrated Nylon
business, and non-cash stock compensation expense) that are not
determined in accordance with generally accepted accounting
principles in the United States (GAAP).  The Company believes
that these non-GAAP financial measures are useful to investors
because they facilitate period-to-period comparisons of Solutia's
performance and enable investors to assess the company's
performance in the way that management and lenders do.  Our debt
covenants and certain management reporting and incentive plans
are measured against certain of these non-GAAP financial
measures.

                       SOLUTIA INC.
          CONSOLIDATED STATEMENT OF FINANCIAL POSITION
        (Dollars in millions, except per share amounts)
                          (Unaudited)
                    As of June 30, 2009


                           ASSETS

Current Assets:
Cash and cash equivalents                            $83
Trade receivables, net of allowances of $0
     in 2009 and 2008                                 232
Miscellaneous receivables                             81
Inventories                                          284
Prepaid expenses and other assets                     72
Assets of discontinued operations                      5
                                                      ---
Total Current Assets                                 757

Property, Plant and Equipment, net of
accumulated depreciation of $92 in 2009
and $56 in 2008
                                                      932
Goodwill                                             511
Identified Intangible Assets, net                    816
Other Assets                                         158
                                                      ---
Total Assets                                      $3,174
                                                   ======

           LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                   $136
  Accrued liabilities                                 218
  Short-term debt, including current portion
     of long-term debt                                 21
  Liabilities of discontinued operations               65
                                                      ---
  Total Current Liabilities                           440

  Long-Term Debt                                    1,170
  Postretirement Liabilities                          452
  Environmental Remediation Liabilities               267
  Deferred Tax Liabilities                            182
  Other Liabilities                                   111


Shareholders' Equity :
Common stock at $0.01 par value;
     (500,000,000 shares authorized,
     119,383,453 and 94,392,772 shares issued
     in 2009 and 2008, respectively)
                                                        1
Additional contributed capital                     1,604
Treasury shares, at cost (354,448 in 2009
    and 77,132 in 2008)                                (2)
Accumulated other comprehensive loss                (241)
Accumulated deficit                                 (817)
                                                    -----
Total Shareholders' Equity attributable to
     Solutia                                          545

Equity attributable to non-controlling
     interest                                           7
                                                      ---
Total Shareholders' Equity                           552
                                                      ---
    Total Liabilities and Shareholders' Equity     $3,174
                                                   ======

                          SOLUTIA INC.
              CONSOLIDATED STATEMENT OF OPERATIONS
   (Dollars and shares in millions, except per share amounts)
                          (Unaudited)
               Three Months Ended June 30, 2009


Net Sales                                          $410
Cost of goods sold                                  288
                                                    ---
Gross Profit                                        122
Selling, general and administrative expenses         54
Research, development and other
  operating expenses, net                             2
                                                    ---
Operating Income                                     66

Interest expense                                    (30)
Other income (loss), net                             (1)
                                                    ---
Income (Loss) from Continuing
Operations Before Income Tax Expense                 35

Income tax expense                                   10
                                                     --

Income (Loss) from Continuing Operations             25
Loss from Discontinued Operations, net of tax       (14)
                                                   ----
Net Income (Loss)                                    11

Net Income attributable to
noncontrolling interest                               1
                                                    ---
Net Income (Loss) attributable to Solutia           $10
                                                    ===

                          SOLUTIA INC.
              CONSOLIDATED STATEMENT OF OPERATIONS
   (Dollars and shares in millions, except per share amounts)
                          (Unaudited)
                Six Months Ended June 30, 2009


    Net Sales                                $749
    Cost of goods sold                        546
                                              ---
    Gross Profit                              203
    Selling, general and
     administrative expenses                  104
    Research, development and other
     operating expenses, net                    6
                                              ---
    Operating Income                           93
    Interest expense (a)                      (67)
    Other income (loss), net                   (2)
    Reorganization items, net                  --
                                             ----
    Income (Loss) from Continuing
     Operations Before Income Tax
     Expense
                                               24
    Income tax expense                          3
                                              ---

    Income (Loss) from Continuing
     Operations                                21
    Income (Loss) from Discontinued
     Operations, net of tax                  (169)
                                            -----
    Net Income (Loss)                        (148)
    Net Income attributable to
     noncontrolling interest                    1
                                              ---
    Net Income (Loss) attributable to
     Solutia                                $(149)
                                           ======

                          SOLUTIA INC.
              CONSOLIDATED STATEMENT OF CASH FLOWS
                     (Dollars in millions)
                           (Unaudited)
                 Six Months Ended June 30, 2009


   INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS
   OPERATING ACTIVITIES:
   Net income (loss)                             $(148)
   Adjustments to reconcile net income
    (loss) to net cash used in operations:
     Income attributable to noncontrolling
      interest                                      (1)
     (Income) Loss from discontinued
       operations, net of tax                      169
     Depreciation and amortization                  51
     Revaluation of assets and liabilities,
      net of tax                                    --
     Discharge of claims and liabilities,
      net of tax                                    --
     Other reorganization items, net                --
     Pension obligation related expense greater
      than (less than) contributions               (11)
     Other postretirement benefit obligation
      related expense greater than (less than)
      contributions                                 (5)
     Deferred income taxes                          (9)
     Amortization of deferred debt issuance costs   10
     Gain on sale of assets                         --
     Other charges (gains) including restructuring
      expenses                                       9
   Changes in assets and liabilities:
     Income taxes payable                            3
     Trade receivables                              (5)
     Inventories                                    56
     Accounts payable                              (21)
     Environmental remediation liabilities          (8)
     Restricted cash for environmental remediation
      and other legacy payments                     10
     Other assets and liabilities                  (11)
                                                   ---
   Cash Provided by (Used in) Continuing
    Operations before Reorganization Activities     89
   Reorganization Activities:
     Establishment of VEBA retiree trust            --
     Establishment of restricted cash for
      environmental remediation and other
      legacy payments                               --
     Payment for allowed secured and
      administrative claims                         --
     Professional service fees                      --
     Other reorganization and emergence
      related payments                              --
                                                   ---
   Cash Used in Reorganization Activities           --
                                                   ---
   Cash Provided by (Used in) Operations -
    Continuing Operations                           89
                                                   ---
   Cash Provided by (Used in) Operations -
    Discontinued Operations                         59
                                                   ---
   Cash Provided by (Used in) Operations           148
                                                   ---

   INVESTING ACTIVITIES:
   Property, plant and equipment purchases         (23)
   Acquisition and investment payments              (1)
   Investment proceeds and property disposals        1
                                                   ---
   Cash Provided by (Used in) Investing
    Activities - Continuing Operations             (23)
   Cash Provided by (Used in) Investing
    Activities - Discontinued Operations            21
                                                   ---
   Cash Provided by (Used in) Investing Activities  (2)
                                                   ---

   FINANCING ACTIVITIES:
   Net change in lines of credit                   (14)
   Proceeds from long-term debt obligations         70
   Net change in long-term revolving credit
    facilities                                    (181)
   Proceeds from stock issuance                    119
   Proceeds from short-term debt obligations        11
   Payment of short-term debt obligations          (13)
   Payment of long-term debt obligations           (80)
   Payment of debt obligations subject to
    compromise                                      --
   Debt issuance costs                              (4)
   Purchase of treasury shares                      (1)
   Other, net                                       (2)
                                                   ---
   Cash Provided by (Used in) Financing
    Activities                                     (95)
                                                   ---


   INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                     51
   CASH AND CASH EQUIVALENTS:
   Beginning of period                              32
                                                   ---
   End of period                                   $83
                                                   ===

   SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
   Cash payments for interest                      $61
   Cash payments for income taxes                    3

            Important Information Regarding Outlook

There is no guarantee that Solutia will achieve its projected
financial expectation for 2009 which is based on management
estimates, currently available information and assumptions which
management believes to be reasonable.  Such forward-looking
statements are inherently subject to significant economic,
competitive and other uncertainties and contingencies,
many of which are beyond the control of management.

                    Discontinued Operations

Solutia announced on June 1, 2009, that it sold its Nylon business
to an affiliate of SK Capital Partners II, L.P.
Effective with the third quarter of 2008, the company began
reporting results from its Nylon segment as discontinued
operations.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOLUTIA INC: Adopts Rights Plan to Protect Loss Carryforwards
-------------------------------------------------------------
Solutia Inc. announced its Board of Directors adopted a
shareholder rights plan designed to preserve the value of its
significant United States Federal and state net operating loss
carryforwards ("NOLs") and other related tax assets under Section
382 of the Internal Revenue Code.  Section 382 of the Code would
limit the value of those tax assets upon an "ownership change."
An "ownership change" is generally defined as a more than 50
percentage point increase in stock ownership, during a rolling
three-year testing period, by "5% shareholders" as defined in
Section 382 of the Code.  The Rights Plan was adopted to reduce
the likelihood of this occurring by deterring the acquisition of
stock by persons or groups that would create such "5%
shareholders".  Solutia's estimated United States Federal NOL as
of December 31, 2008, was approximately $1,400,000,000.

"The Shareholder Rights plan protects the interests of all
shareholders from the possibility of losing substantial value
through further limitations on the Company's ability to utilize
its net operating loss carryforwards and tax credit carryforwards
under Section 382 of the Code," said Jeffry N. Quinn, chairman,
president and chief executive officer of Solutia.  "The Rights
Plan, similar to those adopted by other publicly-held companies,
is not intended for defensive or anti-takeover purposes, but
rather to preserve shareholder value."

Under the Rights Plan, one right will attach to each share
of common stock of Solutia.  Pursuant to the Rights Plan, if any
person or group (subject to customary exceptions specified in the
Rights Plan) acquires beneficial ownership of 4.99% or more of
the outstanding shares of Solutia's common stock without the
Board's approval, significant dilution in the economic interest
and voting power of such person or group would occur.  Existing
shareholders who currently own 4.99% or more of the outstanding
shares of common stock will cause this dilutive event to occur
only if they acquire beneficial ownership of additional shares.
In its discretion, the Board may exempt certain transactions from
the provisions of the Rights Plan, including if it determines
that the transaction will not jeopardize the deferred tax assets
or the transaction will otherwise serve the Company's best
interests.  The Rights Plan may be terminated by the Board of
Directors of Solutia at any time prior to the rights becoming
exercisable.

The rights are not exercisable until a later date and will
expire on July 27, 2012, or earlier upon the date that: (1) the
Board determines that the plan is no longer needed to preserve
the deferred tax assets, (2) the Board determines, at the
beginning of a specified period, that no tax benefits may be
carried forward, or (3) the rights are redeemed or exchanged by
the Board as approved in the Rights Plan.  The issuance of the
rights is not a taxable event and will not affect the Company's
reported financial conditions or results of operations (including
earnings per share).

Solutia will file additional information about the terms and
conditions of the Rights Plan with the Securities and Exchange
Commission.

           Description of Securities to be Registered

In a regulatory filing with the U.S. Securities and Exchange
Commission, Paul J. Berra, III, senior vice president, general
counsel and chief administrative officer of Solutia, summarizes
the Rights applicable to the Rights Plan, which are set forth in
the 382 Rights Agreement, dated as of July 27, 2009, by and
between the Company and American Stock Transfer & Trust Company,
LLC, a New York limited liability trust company, as Rights Agent.

                           The Rights

As part of the Rights Agreement, the Board authorized and
declared a dividend distribution of one right for each
outstanding share of Solutia Common Stock, to stockholders of
record at the close of business on July 28, 2009.  Each Right
entitles the holder to purchase from the Company a unit
consisting of one ten-thousandth of a share of Series A
Participating Preferred Stock, par value $0.01 per share, of the
Company at a purchase price of $45 per Unit, subject to
adjustment.  Until a Right is exercised, the holder will have no
separate rights as a stockholder of the Company, including the
right to vote or to receive dividends in respect of Rights.

In connection with the adoption of the Rights Agreement, the
Board approved a Certificate of Designations, Preferences and
Rights of Series A Participating Preferred Stock, par value $0.01
per share of Solutia Inc.  The Certificate of Designation was
filed with the Secretary of the State of Delaware and became
effective on July 27, 2009.

     Acquiring Person; Exempt Persons; Exempt Transactions

Under the Rights Agreement, an "Acquiring Person" is any person
or group of affiliated or associated persons, who is or becomes
the beneficially owner of 4.99% or more of the shares of Common
Stock outstanding other than as a result of repurchases of stock
by the Company, dividends or distributions by the Company or
certain inadvertent actions by stockholders.  Beneficial
ownership is determined as provided in the Rights Agreement and
generally includes, without limitation, any ownership of
securities a Person would be deemed to actually or constructively
own for purposes of Section 382 of the Code or the Treasury
Regulations promulgated thereunder.

The Rights Agreement provides that these will not be deemed an
Acquiring Person for purposes of the Rights Agreement:

  (i) the Company or any subsidiary of the Company and any
      employee benefit plan of the Company, or of any subsidiary
      of the Company, or any Person or entity organized,
      appointed or established by the Company for or pursuant to
      the terms of any of those plans; or

(ii) any person that, as of July 27, 2009, is the beneficial
      owner of 4.99% or more of the shares of Common Stock
      outstanding unless and until such Existing Holder acquires
      beneficial ownership of one or more additional shares of
      Common Stock -- other than pursuant to a dividend or
      distribution paid or made by the Company on the
      outstanding shares of Common Stock or pursuant to a split
      or subdivision of the outstanding shares of Common Stock
      -- and after that acquisition is the beneficial owner of
      4.99% or more of the then outstanding shares of Common
      Stock.

The Rights Agreement provides that a Person will not become an
Acquiring Person for purpose of the Rights Agreement in a
transaction that the Board determines, in its sole discretion, is
exempt from the Rights Agreement, which determination will be
made in the sole and absolute discretion of the Board, upon
request by any Person prior to the date upon which that Person
would otherwise become an Acquiring Person, including, without
limitation, if the Board determines that:

  (i) neither the beneficial ownership of shares of Common Stock
      by that Person, directly or indirectly, as a result of
      that transaction nor any other aspect of that transaction
      would jeopardize or endanger the availability to the
      Company of the Tax Benefits; or

(ii) that transaction is otherwise in the best interests of the
      Company.

           Exercise of Rights; Distribution of Rights

Initially, the Rights will not be exercisable and will be
attached to all Common Stock representing shares then
outstanding, and no separate Rights certificates will be
distributed.

Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and become
exercisable and a distribution date will occur upon the earlier
of (i) 10 business days, or a later date as the Board will
determine, following a public announcement that a person or group
of affiliated or associated persons has become an Acquiring
Person, or (ii) 10 business days, or a later date as the Board
will determine, following the commencement of a tender offer,
exchange offer or other transaction that, upon consummation
thereof, would result in a person or group of affiliated or
associated persons becoming an Acquiring Person.

Until the Distribution Date, Common Stock held in book-entry form
or, in the case of certificated shares, Common Stock certificates
will evidence the Rights and will contain a notation to that
effect.  Any transfer of shares of Common Stock before the
Distribution Date will constitute a transfer of the associated
Rights.  After the Distribution Date, the Rights may be
transferred on the books and records of the Rights Agent as
provided in the Rights Agreement.

If on or after the Distribution Date, a person or group of
persons is or becomes an Acquiring Person, each holder of a
Right, other than certain Rights including those beneficially
owned by the Acquiring Person -- which will have become void --
will have the right to receive upon exercise Common Stock -- or,
in certain circumstances, cash, property or other securities of
the Company -- having a value equal to two times the Purchase
Price.

In the event that, at any time after the first date of public
announcement that a person has become an Acquiring Person or that
discloses information which reveals the existence of an Acquiring
Person or any earlier date as a majority of the Board becomes
aware of the existence of an Acquiring Person:

  (i) the Company engages in a merger or other business
      combination transaction in which the Company is not the
      surviving corporation;

(ii) the Company engages in a merger or other business
      combination transaction in which the Company is the
      surviving corporation and the Common Stock of the Company
      is changed or exchanged; or

(iii) other than pursuant to a pro rata dividend or distribution
      to all of the then current holders of Common Stock, 50% or
      more of the Company's assets, cash flow or earning power
      is sold or transferred, each holder of a Right -- except
      Rights which have previously been voided -- will
      thereafter have the right to receive, upon exercise,
      common stock of the acquiring company having a value equal
      to two times the Purchase Price.

                            Exchange

At any time after the Stock Acquisition Date and before the
acquisition by a person or group of 50% or more of the
outstanding Common Stock, the Board may exchange the Rights --
other than Rights owned by such person or group which have become
void -- in whole or in part, for Common Stock or Preferred Stock
at an exchange ratio of one share of Common Stock, or one ten-
thousandth of a share of Preferred Stock, or of a share of a
class or series of the Company's preferred stock having
equivalent rights, preferences and privileges, per Right, subject
to adjustment.

                           Expiration

The Rights and the Rights Agreement will expire on the earliest
of (i) 5:00 p.m. New York City time on July 27, 2012, (ii) the
time at which the Rights are redeemed pursuant to the Rights
Agreement, (iii) the time at which the Rights are exchanged
pursuant to the Rights Agreement, (iv) the date on which the
Board determines that the Rights Agreement is no longer necessary
for the preservation of material valuable Tax Benefits, and (v)
the beginning of a taxable year to which the Board determines
that no Tax Benefits may be carried forward.

                           Redemption

At any time until the earlier of (i) the Distribution Date or
(ii) the expiration date of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $0.001 per
Right.  Immediately upon the action of the Board ordering
redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $0.001
redemption price.

                    Anti-Dilution Provisions

The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets,
excluding regular quarterly cash dividends, or of subscription
rights or warrants.

Generally, no adjustments to the Purchase Price of less than 1%
will be made.

                           Amendments

Any of the provisions of the Rights Agreement may be amended by
the Board before the Distribution Date, including, without
limitation, to change the expiration date to another date,
including an earlier date.  After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to
shorten or lengthen any time period under the Rights Agreement.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOLUTIA INC: Stipulation Resolving Mass. Revenue Dept.'s Claim
--------------------------------------------------------------
On December 26, 2006, Solutia Inc., filed Mass Form CA-6,
requesting a refund of $68,089 for sales and use taxes paid for
the periods from January 1, 2002, through June 30, 2004, based on
a determination established during an audit by the Commonwealth
of Massachusetts Department of Revenue that revealed that certain
exempt transactions were self-assessed in error.

On September 13, 2007, the MDOR filed an amended proof of claim,
Claim No. 14834, for Massachusetts sales and use taxes for the
periods running from September 1, 1997, through January 31, 2000,
assessed by MDOR on June 3, 2007, after completion of a series of
audits of those taxes.  The Claim asserts an unsecured priority
claim of $11,042 for sales taxes for the Audit Period and an
unsecured general claim of $613,231 for use taxes for the Audit
Period.

In an effort to resolve the Claim and the Refund, and to promote
judicial economy and avoid the expense of a contested matter,
Solutia and MDOR wish to consensually resolve the Claim and the
Refund by their stipulation.  The parties agree that:

  (a) Claim No. 14834 will be allowed as a priority unsecured
      prepetition claim for $11,042, and a general unsecured
      prepetition claim for $613,231, each with no interest,
      penalties or other additional amounts.

  (b) Upon approval of the Stipulation, the MDOR will receive
      its distribution on account of the General Unsecured Claim
      in accordance with the terms of the Confirmed Plan.

  (c) MDOR will issue a refund check to Solutia in the amount of
      $62,089 minus $11,042.  The refund check will be in the
      amount of $51,046.

  (d) Except as expressly provided in the Stipulation, MDOR
      waives any further rights or claims relating to the Claim
      and will assert no further claim against Solutia for any
      sales or use taxes for the Audit Period, or any interest,
      penalties or other related amounts.

  (e) Except as expressly provided in the Stipulation, Solutia
      waives any further rights or claims relating to the
      Refund.

Objections to the stipulation must be received by August 3, 2009.
If no objections to the Stipulation are timely filed, served and
received, the Court may enter an order approving the Stipulation
without further notice or hearing.  If an objection is timely
filed, served and received, a hearing will be held with regard
only to the Stipulation.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SONYA PORRETTO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sonya M. Porretto
           aka Sonya Nelson
           dba Porretto Beach
        5053 Cedar Creek Dr.
        Houston, TX 77056

Case No.: 09-35324

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Debtor's Counsel: Jeffrey Wells Oppel, Esq.
            Oppel Goldberg et al
            1010 Lamar, Suite 1420
            Houston, TX 77002
            Tel: (713) 659-9200
            Email: fedfilings-jwo@ogs-law.com

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

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

The petition was signed by Ms. Porretto.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Mayor Brown LLP                Legal Services         $35,249
Attn: Randy Rusthoven

Leo Vasquez, Tax               Property Taxes         $29,083
Assessor-Collector

Bracewell & Giuliani           Legal Services         $13,826
Attn: Garry Hammit

Advanta Bank Corp              Credit Card            $12,821

Bank of America                Credit Card            $10,203

Bank of America                Credit Card            $9,702

Land Rover Cpital Group        Contract/Lease         $8,800

Galveston County Tax Office    Property taxes         $7,562
                               2007/2008

Discover Card                  Credit Card            $6,217

Neiman Marcus                  Credit Card            $5,761

Capital One Bank               Credit Card            $5,688

Law Offices of Joel A. Nass    Legal Services         $5,378

American Express               Credit Card            $2,399

Shelmark Engineering, LLC      Engineering Services   $2,234

Collection Bureau, Inc.        Medical Expenses       $1,921

HSBC Retail Services           Credit Card            $1,890

Law Offices of Joel            Services               $820
Cardis, LLC

HSBC Card Services/Orchard     Credit Card            $803
Bank

West Asset Management, Inc.    Collection             $633

AT&T                           Phone Service          $543


SPANSION INC: Releases 2Q Results, Expects Ch. 11 Exit in Q4
------------------------------------------------------------
Spansion Inc. has released select financial results for its second
quarter ended June 28, 2009, that demonstrate the ongoing progress
the Company is making in its restructuring efforts.
In the second quarter of 2009, net sales were $376 million, down
slightly from the prior quarter.  Net sales for the second quarter
reflect continued strong support for the company's products and is
reflective of its strategy to focus on the embedded solutions
market.  Target applications in the embedded solutions market
include automotive, consumer, mobility, networking, personal
computers & peripherals, and telecommunications.

"Spansion is executing well against its plan and these results are
evidence of our strong performance.  The Company delivered higher
than forecasted net sales, decreased operating expenses and
significantly improved its cash balances, providing solid momentum
for emergence from Chapter 11 in the fourth quarter," said John
Kispert, Spansion president and CEO.  "As a result of a focus on
cost reductions, efficiencies and asset management we increased
our cash position to $220 million at the end of our second
quarter, which is a great improvement from Spansion's cash-
challenged position earlier this year."

The new operating model is designed to support a leaner, more
competitive Company that has greater operational efficiencies and
is positioned to lead to positive free cash flow and
profitability.

Spansion continued to focus on efficiencies and cost reductions in
all three major operating expense categories: Research and
Development; Sales and Marketing; and General and Administrative.
Investment in R&D continues at a rate slightly greater than 10% of
net sales, supporting Spansion's ongoing development of industry-
leading products and technologies.  Total operating expenses,
excluding restructuring charges, dropped more than 20% in the
second quarter of 2009 compared to the first quarter of 2009.

Spansion ended the second quarter of 2009 with a cash balance of
approximately $220 million, reflecting the continued strong market
position with its customers, stable pricing and reduced operating
expenses.  The second quarter of 2009 cash balance represents an
increase of approximately $125 million compared to the first
quarter of 2009 ending cash balance of $95 million.  Spansion
Japan Limited's cash balances are excluded from these financial
results due to the deconsolidation.

"Spansion and its creditors are managing the bankruptcy process
very well," said John Brincko, Spansion's lead restructuring
advisor.  "Over the next few months, I anticipate Spansion will
file a plan of reorganization and successfully emerge from Chapter
11 bankruptcy in the fourth quarter as a strong, focused company
and a formidable competitor in the Flash memory marketplace."

Spansion Japan Limited, a subsidiary of Spansion Inc., commenced
corporate reorganization proceedings in Japan on March 3, 2009.
As a result, Spansion Inc. is no longer able to consolidate the
financial results of Spansion Japan Limited in accordance with
U.S. GAAP.  Financial information presented represents GAAP-based
information for Spansion Inc. and excludes Spansion Japan Limited.

As a result of the commencement of corporate reorganization
proceedings in Japan, Spansion Inc. and Spansion Japan must
negotiate new third-party agreements, which are subject to the
approval of various parties, including the creditors of each
company.  Therefore, it is not possible to announce full operating
results and balance sheet information at this time, Spansion Inc.
said.

                     About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPORTS MARKETING: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Sports Marketing, Inc., dba Team Choice, has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Middle
District of Florida.

Team Choice founder David Smith said the Company may have to shut
down some stores if landlords won't decrease rent, Michael Sasso
at The Tampa Tribune relates.  Team Choice's business took a dive
in October 2008.  "The consumer from the third week of October
just drastically changed their behavior," The Tampa Tribune quoted
Mr. Smith as saying.

Brandon, Florida-based Sports Marketing Inc. operates 12 Team
Choice shops around the U.S., including one at Westfield Brandon.
The Company was founded 22 years ago in Sarasota.  Its
headquarters was moved to Brandon in 1996.


SPORTSMAN'S WAREHOUSE: Dept. of Interior Objects to Ch 11 Plan
--------------------------------------------------------------
Rachel Feintzeig posted at The Wall Street Journal blog,
Bankruptcy Beat, that the Department of Interior has filed an
objection to Sportsman's Warehouse Inc.'s reorganization plan.

Citing the department, Bankruptcy Beat relates that Sportsman's
Warehouse is refusing to turn over $629,415 it raised through the
sale of federal duck hunting licenses.  The department, according
to Bankruptcy Beat, is urging the Court to reject the Plan until
it makes it clear that the money will end up in the Migratory Bird
Fund and not the Company or its creditors.

Bankruptcy Beat states that Sportsman's Warehouse collected
donations as part of the U.S. Department of Interior's "duck stamp
program," which raises money for migratory bird conservation.

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates has 29
stores selling indoors and outdoor gears and equipment.  The
Companies filed for Chapter 11 bankruptcy protection on March 20,
2009 (Bankr. D. Del. Bankr. Case No. 09-10990).  Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher assists the Companies in
their restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  Roberta DeAngelis, U.S. Trustee for
Region 3, appointed seven members to the official committee of
unsecured creditors of Sportsman's Warehouse Inc.  Greenberg
Traurig LLP represents the Committee.  The Company listed assets
of $436 million against debt totaling $452 million as of
December 31, 2008.


STANDARD PACIFIC: Posts $23.1 Million Net Loss in 2nd Quarter
-------------------------------------------------------------
Standard Pacific Corp. last week announced operating results for
its second quarter ended June 30, 2009.  Homebuilding revenues
from continuing operations for the 2009 second quarter were
$289.7 million, down 29% from $410.6 million last year.  The
Company generated a net loss of $23.1 million, or $0.10 per
diluted share, versus a net loss of $249.0 million, or $3.44 per
diluted share, for the year earlier period.

The 2009 second quarter results included asset impairment charges
of $21.3 million, of which $13.1 million related to real estate
inventories and $8.2 million related to a joint venture.

During the 2009 second quarter the Company unwound one Southern
California joint venture for a $1.1 million cash payment and the
assumption of approximately $25.2 million of secured project debt.
The Company also made a $9.1 million loan remargin payment related
to another Southern California joint venture.  As of June 30,
2009, the Company's unconsolidated joint ventures had
$361.1 million in outstanding borrowings, $112.1 million of which
were recourse to the Company, and remaining land takedown
obligations of approximately $21.1 million related to a single
unconsolidated joint venture.  In addition, the Company recorded
an $8.2 million impairment charge during the quarter related to
its remaining investment in its North Las Vegas joint venture.

Impairment related charges for the 2008 second quarter totaled
$149.2 million.  The 2009 second quarter results also included
$5.5 million in restructuring charges and an $8.9 million charge
related to the Company's deferred tax asset valuation allowance.
Excluding asset impairment and restructuring charges, the Company
generated 2009 second quarter net income of approximately
$2.2 million, or $0.01 per diluted share.

The Company's 2009 second quarter results included approximately
$5.3 million in homebuilding restructuring charges related to
severance ($3.0 million) and lease terminations and fixed asset
write offs ($2.3 million), of which approximately $4.6 million was
included in the Company's SG&A expenses and $0.7 million in other
expense.  Since December 31, 2008, the Company has reduced its
total headcount by 33%, or 425 employees.

During the quarter the Company generated $68.6 million of cash
flows from operating activities, driven primarily from a
$95.3 million decrease in inventories that was largely
attributable to a 48% reduction in the number of completed spec
homes (excluding podium projects).  The cash flows were partially
offset by other changes in working capital.  The Company reduced
its homebuilding debt during the quarter by $136.0 million (after
assuming $25.2 million of secured project debt in connection with
a joint venture unwind) and ended the quarter with $573.0 million
of homebuilding cash (including $4.2 million of restricted cash).

The debt reduction was driven primarily by the repayment of the
remaining $124.6 million balance of the Company's 5-1/8% senior
notes and the repayment of $10.0 million of credit facility
indebtedness.  The Company's homebuilding restricted cash balance
decreased by $120.8 million during the quarter as a result of the
Company meeting its bank credit facility cash flow coverage
requirement.

Ken Campbell, President and CEO stated, "We are pleased with the
progress we have made to date, particularly with respect to
reducing our SG&A - both in absolute dollars and as a percent of
revenues. Our SG&A reductions demonstrate our ability to vary our
costs in line with our sales volumes, a capability that may get
tested further if the recession continues for an extended period
of time. We are also pleased with the $69 million of cash flows
generated from operations during the quarter that resulted largely
from the reduction of our completed spec inventory levels and
improved order and delivery activity. These were improvements we
told investors we were going to make, so I guess it's not a big
surprise, but all of us here at Standard Pacific feel good about
our progress to date."

Mr. Campbell added, "While we still obviously have not achieved
the level of profitability that we ultimately need, we are a lot
closer than we were a couple of quarters ago and believe that we
are in pretty good shape in the short run because of our higher
backlog level. However, if we need to adjust further, we will."

As of June 30, 2009, the Company had $1.91 billion in total assets
and $1.56 billion in total liabilities.

A full-text copy of the Company's news statement including key
statistics and financial data is available at no charge at:

               http://ResearchArchives.com/t/s?4044

In June, the Company entered into a Settlement Agreement with
Stephen J. Scarborough, its former, Chairman, Chief Executive
Officer and President, which became effective June 10, 2009.  The
settlement agreement concludes the dispute between the Company and
Mr. Scarborough regarding Mr. Scarborough's employment related
claims for over $23 million in damages from the Company.  In
exchange for a mutual release, the payment of Mr. Scarborough's
attorney's fees, the additional payment of $1 million dollars, and
the extension of the vesting period on 280,000 stock options
granted on February 7, 2008 from April 4, 2010 to December 31,
2013, Mr. Scarborough agreed to dismiss with prejudice all of his
claims against the Company.

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp. (NYSE:
SPF) -- http://www.standardpacifichomes.com/-- operates in many
of the largest housing markets in the country with operations in
major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The Company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage and SPH Title.

                            *   *   *

According to the Troubled Company Reporter on April 1, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009.  At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.


STANT CORP: Blames Chrysler & GM Woes for Chapter 11 Filing
-----------------------------------------------------------
Stant Corp. and five affiliated companies have filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware, listing $50 million to $100 million in debts
against $50 million to $100 million in assets.

Bob Van Voris at Bloomberg News reports that Stant said that it is
seeking to sell its assets in bankruptcy, citing the global
economic decline, high debt levels, and the bankruptcies of
General Motors Corp. and Chrysler LLC.

Philip Fitzpatrick, cheif financial officer of Stant's parent
company HIG Capital LLC, said in a statement, "Approximately half
of the debtors' business is dependent on the domestic auto
industry.  It is without question that the North American
automotive industry is in a period of dramatic turmoil."

HIG Capital LLC bought Stant from Tomkins PLC in June 2008.
Pricing, contracting, and budgeting errors at the time of the
purchase contributed to Stant overestimating its expected future
earnings, leaving the company overleveraged, Bloomberg says,
citing Mr. Fitzpatrick.  According to the report, Mr. Fitzpatrick
blamed the errors on a lack of internal controls at the Company.

According to Bloomberg, Mr. Fitzpatrick said that Stant raised
prices, laid off 30% of its workers, and closed a facility in
Waltham, Massachusetts, in the past year to save money.

Mr. Fitzpatrick said in court documents that Stant has lined up
$11 million in debtor-in-possession financing from HIG and GMAC
Commercial Finance LLC.


STANT PARENT CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stant Parent Corp.
        1620 Columbia Avenue
        Connersville, IN 47331

Case No.: 09-12647

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Stant Holding Corp.                                09-12648
Stant Corporation dba Stant Inc.                   09-12649
Standard-Thomson Corporation                       09-12650
Thomson International Corporation                  09-12651
Stant Manufacturing, Inc.                          09-12652

Chapter 11 Petition Date: July 27, 2009

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

Debtor's Counsel: Sandra G.M. Selzer, Esq.
                  Greenberg Traurig, LLP
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  Email: selzers@gtlaw.com

                  Scott D. Cousins, Esq.
                  Greenberg Traurig LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302)  661-7000
                  Fax: (302) 661-7360
                  Email: bankruptcydel@gtlaw.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Philip Fitzpatrick, the Company's chief
financial officer.

Stant Parent Corp.'s List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Tomkins Industries             Debt and Accrued       $12,555,215
                               Interest

GarMark                        Accrued Dividends      $7,889,410
                               And Preferred Stock

Powertrack                     Trade Debt             $807,955

NAPA - Genuine Parts           Accrued Expense        $652,359
Company

Masters Machine Co             Trade Debt             $433,652

Ironwood Plastics, Inc.        Trade Debt             $314,963

Jasper Rubber Products         Trade Debt             $307,474

NSTAR                          Trade Debt             $256,826

Advance Auto Parts, Inc.       Accrued Expense        $235,000

Freudenberg NOK                Trade Debt             $218,923

Fraen Machining Corporation    Trade Debt             $215,831

Rolled Metal Products          Trade Debt             $195,182

Quality Mold Shop, Inc.        Trade Debt             $179,142

E.I. Dupont De Nemours         Trade Debt             $175,844
& Company

JD Norman Industries           Trade Debt             $171,199

Copper & Brass Sales           Trade Debt             $158,105

Jackson Spring & Mfg. Co.      Trade Debt             $153,340

Olin Brass                     Trade Debt             $145,305

Quality Synthetic Rubber       Trade Debt             $134,306

Prospect Machine Products      Trade Debt             $124,831


STAR TRIBUNE: Seeks More Time to File Reorganization Plan
---------------------------------------------------------
The Star Tribune Co. has asked the U.S. Bankruptcy Court for the
Southern District of News York to extend its exclusive period to
file a Chapter 11 plan by two months, or until October 12.  The
plan filing deadline is currently August 13.

Star Tribune said in court documents that it is seeking the
extension "only out of an abundance of caution" should "unforeseen
circumstances" require it to spend more time in Chapter 11.
According to Star Tribune, the proposed two-month extension is
justified because it has worked quickly to reorganize and is on
the cusp of sending an exit plan to creditors six months after it
filed for Chapter 11 protection.

Dow Jones Newswires reports that without an extension, creditors
or other parties could propose competing plans for Star Tribune.

According to Dow Jones, a hearing on Star Tribune's disclosure
statement was scheduled for Wednesday.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  Diana G. Adams, the U.S. Trustee for Region 2, selected
seven members to the official committee of unsecured creditors in
the Debtors' Chapter 11 cases.  Scott Cargill, Esq., and Sharon L.
Levine, Esq., at Lowenstein Sandler PC, represent the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed between $100 million and $500 million each
in assets and debts.

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


STATION CASIONS: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Station Casinos Inc.
        1505 South Pavilion Center Drive
        Las Vegas, NV 89135

Bankruptcy Case No.: 09-52477

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Northern NV Acquisitions, LLC                      09-52470
FCP MezzCo Parent Sub, LLC                         09-52479
Reno Land Holdings, LLC                            09-52471
FCP MezzCo Borrower VII, LLC                       09-52480
River Central, LLC                                 09-52472
FCP MezzCo Borrower VI, LLC                        09-52481
Tropicana Station, LLC                             09-52473
FCP MezzCo Borrower V, LLC                         09-52482
FCP Holding, Inc.                                  09-52474
FCP MezzCo Borrower IV, LLC                        09-52483
FCP Voteco, LLC                                    09-52475
FCP MezzCo Borrower III, LLC                       09-52484
Fertitta Partners LLC                              09-52476
FCP MezzCo Borrower II, LLC                        09-52485
FCP MezzCo Borrower I, LLC                         09-52486
FCP MezzCo Parent, LLC                             09-52478
FCP PropCo, LLC                                    09-52487

Type of Business: Station Casinos, Inc., is a gaming and
                  entertainment company that currently owns and
                  operates nine major hotel/casino properties
                  (one of which is 50% owned) and eight smaller
                  casino properties (three of which are 50%
                  owned), in the Las Vegas metropolitan area, as
                  well as manages a casino for a Native American
                  tribe.  Station Casinos owns and operates: (i)
                  Palace Station, (ii) Boulder Station, (iii)
                  Texas Station, (iv) Sunset Station, (v) Santa Fe
                  Station Hotel & Casino, (vi) Red Rock, (vii)
                  Fiesta Rancho Casino Hotel, (viii) Fiesta
                  Henderson Casino Hotel, (ix) Wild Wild West, (x)
                  Wildfire Casino, (xi) Wildfire Casino - Boulder
                  Highway, formerly known as Magic Star Casino,
                  (xii) Gold Rush Casino, and (xiii) Lake Mead
                  Casino.

                  On the Web: http://www.stationcasinos.com/

Chapter 11 Petition Date: July 28, 2009

Court: District of Nevada

Judge: Gregg W. Zive

The Debtors'
Legal Counsel: Paul S Aronzon, Esq.
               Thomas R Kreller, Esq.
               Samir Parikh, Esq.
               Adam Moses, Esq.
               Milbank, Tweed, Hadley & McCloy LLP
               601 South Figueroa St. 30th Floor
               Los Angeles, CA 90017
               Tel: (213) 892-4000
               Fax: (213) 629-5063
               http://www.milbank.com/

Debtors'
Regulatory
Counsel:       Brownstein Hyatt Farber Schreck LLP
               100 City Parkway, Suite 1600
               Las Vegas, NV 89106-4614
               Tel: (702) 382-2101
               Fax: (702) 382-8135
               http://www.bhfs.com/

Debtors'
Local Counsel: Bruce Thomas Beesley, Esq.
               Laury Macauley, Esq.
               Lewis and Roca LLP
               50 West Liberty Street, Suite 410
               Reno, NV 89501
               Tel: (775) 823-2900
               Fax: (775) 823-2929
               http://www.lrlaw.com/

Debtors'
Investment
Banker:        Lazard Freres & Co. LLC
               30 Rockefeller Plaza
               New York, NY 10020
               Tel: (212) 632-6000
               Fax: (212) 332-5901
               http://www.lazard.com/

Debtors'
Claims Agent:  Kurtzman Carson Consultants LLC
               2335 Alaska Avenue
               El Segundo, CA 90245
               Tel: (310) 823-9000
               http://www.kccllc.net/

The Debtors' financial condition as of June 30, 2009:

Total Assets: $5,725,001,325

Total Debts: $6,482,637,653

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Law Debenture Trust Company    notes             unstated
as Trustee of the 6.875% Sr.
Subordinated Notes due March
2016 which held a $724.3MM
unsecured claim as of
March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 6.50% Senior
Subordinated Notes due
February 2014 which held a
$467.2MM unsecured claim as
of March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 6.00% Senior
Notes due April 2012 which
held a $461.4MM unsecured
claim as of March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 7.75% Senior
Notes due Augus 2016 which
held a $417.1MM unsecured
claim as of March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Law Debenture Trust Company    notes             unstated
as Trustee of the 6.625% Sr.
Subordinated Notes due March
2018 which held a $309.3MM
unsecured claim as of
March 3, 2009
400 Madison Avenue #4
New York, NY 10017
Tel: (646) 747-1252
Fax: (212) 750-1361

Fedility Management &          notes             unstated
Research Co.

Oaktree Capital Management     notes             unstated

Western Asset Management Co    notes             unstated

Goldman Sachs Asset            notes             unstated
Management LP

Franklin Templeton Investments notes             unstated

MFS Investment Management      notes             unstated

Prudential Investment          notes             unstated
Management

Pacific Investment Management  notes             unstated
Co.

Northwest Investment           notes             unstated
Management

Barclays Capital               notes             unstated

Nomura Asset Management Co.    notes             unstated
Ltd.

Serengeti Asset Management     notes             unstated

Lord Abbet & Co. LLC           notes             unstated

AllianceBernstein LP           notes             unstated

Metropolitan Life Insurance    notes             unstated
Co.

PPM America Inc.               notes             unstated

Dreman Value Management LLC    notes             unstated

Bridge Capital                 notes             unstated

Trust & Custody Services       notes             unstated
Bank Ltd.

CS Securties USA               notes             unstated

Morgan Stanley Investment      notes             unstated
Management

AEGON USA Investment           notes             unstated
Management

NY Life International          notes             unstated

GE Asset Management Inc.       notes             unstated

Travelers Companies Inc.       notes             unstated

Eaton Vance Management         notes             unstated

Putnam Investments             notes             unstated

High River LP                  notes             unstated

Continental Casualty Co.       notes             unstated

JP Morgan Chase Fixed          notes             unstated
Income

Pyramis Global Advisors        notes             unstated

Openheimer Funds Inc.          notes             unstated

Wellington Management          notes             unstated

Columbia Management Advisors   notes             unstated
LLC

Babson Capital Management LLC  notes             unstated

The petition was signed by Thomas M. Friel, executive vice
president, chief accounting officer and treasurer.


STEEL NETWORK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Steel Network, Inc.
        2012-A T.W. Alexander Drive
        PO Box 13887
        Durham, NC 27709

Case No.: 09-81230

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Applied Science International, LLC                 09-81231

Type of Business: The Debtor operates a steel industry.

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

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

The petition was signed by Edward R. di Girolamo, the Company's
president.

Steel Network's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Allred Metal Stamping          trade debt             $249,200

BCL                            trade debt             $129,761

BNP Media                      trade debt             $13,029

Coats & Bennett, PLLC          legal services         $105,348

Coilsplus-North Carolina       trade debt             $26,266
Inc.

ConWay Transportation          freight                $43,531
Services Inc.

Duke Energy                    utility                $7,542

ESTEC Services, Inc.           trade debt             $8,825

Fastener Supply Company        trade debt             $10,859

Gregory Galvanizing            trade debt             $69,103

Hughes Pittman & Gupton        accounting services    $15,713
LLP

Matandy Steel & Metal          trade debt             $28,576
Products, LLC

Metals USA                     trade debt             $140,569

NC State University            testing services       $17,750

RMed, Co.                      services               $225,562

Royal Transport Inc.           freight                $7,250

Smith Anderson Blount          legal services         $72,456

The Greer Group Inc.           trade debt             $7,106

Triamerica Steel               trade debt             $34,250
Resources, LLC

UPS                            freight                $12,437


TAN FACTORY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Tan Factory
        9360 W. Flamingo #110-552
        Las Vegas, NV 89147

Bankruptcy Case No.: 09-23511

Chapter 11 Petition Date: July 28, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Marjorie A. Guymon, Esq.
                  Goldsmith & Guymon, P.C.
                  2055 Village Center Circle
                  Las Vegas, NV 89134
                  Tel: (702) 873-9500
                  Fax: (702)873-9600
                  Email: bankruptcy@goldguylaw.com

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

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

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

         http://bankrupt.com/misc/nvb09-23511.pdf

The petition was signed by Jeff D'Alessio, manager of the Company.


TARGA RESOURCES: Moody's Affirms 'Ba3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of both Targa
Resources, Inc., and Targa Resources Partners LP following the
announcement that Partners has agreed to acquire the natural gas
liquids logistics and marketing business from TRI for
$530 million, consisting of $397.5 million of debt and
$132.5 million of limited partnership units issued to TRI.
Partners' ratings affirmed are the Ba3 Corporate Family Rating and
Probability of Default Rating, the B2 senior unsecured rating with
a loss given default of LGD 5 (84% changed from 87%), and the SGL-
3 Speculative Grade Liquidity Rating.  TRI's ratings affirmed are
the B1 Corporate Family Rating and Probability of Default Rating,
the B3 senior unsecured rating with a loss given default of LGD 5
(81% changed from 85%), and the SGL-2 Speculative Grade Liquidity
Rating.  The outlook for both companies is stable.

The affirmation of Partners reflects its greater scale and
diversification across the midstream value chain offset by its
growing leverage and greater distribution burden to its parent,
TRI.  The affirmation of TRI reflects its reduction in leverage
offset by its dependency for distributions from Partners.

This transaction is the third in what is expected to be a series
of drop-downs of assets by TRI to the Partners MLP.  The
businesses to be acquired are largely fee-based businesses
strategically located in the "must-run" portion of the natural gas
value chain.  Partners' acquired assets include three
fractionation facilities totaling 380 mb/d gross capacity,
terminalling and storage facilities, and transportation and
distribution services throughout the Gulf Coast area.

Partners intends to finance the $530 million purchase with
approximately 75% debt and 25% equity.  The equity component will
consist of approximately $132.5 million of units issued to TRI.
The debt component will be financed with a $397.5 million drawdown
from the company's 2012 revolver.  On a proforma basis, the
dropped-down assets could generate EBITDA in the $80 million to
$85 million range.  Nevertheless, due to the $397.5 million
increase in debt, Partners' proforma leverage ratio will increase
to 4.0x from 3.7x.  For TRI leverage will decline to 1.2x from
2.7x. However, TRI's ongoing earnings will be dependent on
approximately $55 million of yearly distributions from its
subsidiary.  In addition, this understates TRI's effective
leverage, which would be higher including the $445 million of
Holding Company debt.

Liquidity for both Partners and TRI appears sufficient.  TRI's
SGL-2 rating reflects good liquidity over the next 12 months as
internal sources of cash, including distributions from Partners,
covers obligations.  TRI's bank covenant requires coverage of
7.5x.  Partners SGL-3 rating reflects adequate liquidity over the
next 12 months safely under the 5.5x covenant.  As of June 30,
2009, including the asset drop-down purchase, Partners liquidity
will total approximately $300 million of availability.
Concurrently, TRI intends to apply 100% of the $397.5 million of
cash to reduction of its 2012 term loan.

The last rating action on TRI was June 6, 2008, when Moody's
affirmed its ratings and changed the outlook to stable from
negative.  The last rating action on Partners was June 9, 2008,
when Moody's assigned first-time ratings to Partners.

Targa Resources, Inc., and Targa Resources Partners LP are
headquartered in Houston, Texas.


TERRA EXCAVATING: Case Summary 20 Largest Unsecured Creditors
-------------------------------------------------------------
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)

Judge: John J. Thomas

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

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

          http://bankrupt.com/misc/pamb09-05682.pdf

The petition was signed by Thomas R. Kuhlman, president of the
Company.


TINA COBLE: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tina M. Coble
            dba Coble Enterprises
            aka Tina Coble Dubois
        134 Windvale Court
        Sunset, LA 70584

Bankruptcy Case No.: 09-51017

Chapter 11 Petition Date: July 28, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas))

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  Email: ecf@weinlaw.com

Total Assets: 2,482,800

Total Debts: $2,839,440

A full-text copy of Ms. Coble's petition, including a list of her
8 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/lawb09-51017

The petition was signed by Ms. Coble.


TORREYPINES THERAPEUTICS: Inks Merger Deal with Raptor Pharma
-------------------------------------------------------------
Raptor Pharmaceuticals Corp., on July 27, 2009, entered into an
Agreement and Plan of Merger and Reorganization with TorreyPines
Therapeutics, Inc., and ECP Acquisition, Inc. -- Merger Sub -- a
wholly owned subsidiary of TorreyPines.

TorreyPines will acquire Raptor in a stock-for-stock reverse
triangular merger.  In the Merger, Merger Sub will be merged with
and into Raptor, with Raptor surviving the merger as a wholly
owned subsidiary of TorreyPines.

As reported by the Troubled Company Reporter on June 4, 2009,
TorreyPines' board of directors determined, after consideration of
potential strategic and financing alternatives, that it is in the
best interests of the Company and its stockholders to liquidate
the Company's assets and dissolve the Company.  The board approved
a Plan of Liquidation and Dissolution of the Company subject to
stockholder approval.

Although the board of directors approved the Plan of Dissolution,
the Company said it continues to seek and will consider any
reasonable alternative strategic or financing proposals presented
to the Company.

                         Terms of Merger

TorreyPines will issue, and holders of Raptor's common stock will
receive, shares of common stock of TorreyPines.  Following the
consummation of the transactions contemplated by the Merger
Agreement, then-current stockholders of Raptor are expected to own
roughly 95% of the common stock of the combined company and
current TorreyPines stockholders are expected to own roughly 5% of
the common stock of the combined company.  The Merger is intended
to qualify for federal income tax purposes as a tax-free
reorganization under the provisions of Section 368(a) of the U.S.
Internal Revenue Code of 1986, as amended.

Subject to the terms of the Merger Agreement, which has been
unanimously approved by the boards of directors of Raptor,
TorreyPines and Merger Sub, upon consummation of the transactions
contemplated by the Merger Agreement, each share of Raptor's
common stock issued and outstanding immediately prior to the
Merger will be canceled, extinguished and automatically converted
into the right to receive that number of shares of TorreyPines'
common stock as determined pursuant to the exchange ratio
described in the Merger Agreement.  In addition, TorreyPines will
assume options and warrants to purchase shares of Raptor's common
stock which will become exercisable for shares of TorreyPines'
common stock, adjusted in accordance with the same exchange ratio.

During the period of time between the signing of the Merger
Agreement and the effectiveness of the Merger, TorreyPines has
agreed to not take certain actions, without the prior written
consent of Raptor, with respect to, among other things,
TorreyPines' organizational documents, capital stock, certain
expenditures, incurrence of debt, sale, lease, exchange or license
of certain assets, as well as other matters.  Raptor and
TorreyPines are prohibited, subject to certain exceptions, from
soliciting and negotiating additional offers from third parties to
purchase or merge with Raptor or TorreyPines, respectively.

TorreyPines expects to file a registration statement on Form S-4,
which shall include a joint proxy statement/prospectus, with the
U.S. Securities Exchange Commission and any other necessary
regulatory filings.  Depending on the review process of the
regulatory agencies, the companies currently expect the merger to
close in the fourth quarter of 2009.  Upon closing the
transaction, the combined company's shares are expected to trade
on the Nasdaq Capital Market.

To comply with Nasdaq listing requirements, TorreyPines intends to
seek stockholder approval to effect a reverse stock split of its
common stock in conjunction with the closing of the Merger.

On July 15, 2009, TorreyPines received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market notifying the
Company that it did not comply with the minimum $10,000,000
stockholders' equity requirement for continued listing set forth
in Listing Rule 5450(b)(1)(A), prior to the expiration of the
extension granted by the Staff on July 14, 2009.  TorreyPines
initially received notification from the Staff of its
noncompliance with the minimum $10,000,000 stockholders' equity
requirement for continued listing on March 31, 2009.

The Company had planned to request a hearing before the Nasdaq
Listing Qualifications Panel to review the Staff determination to
delist the Company's common stock.

The Merger Agreement contains certain termination rights for both
Raptor and TorreyPines, and further provides that, upon
termination of the Merger Agreement under specified circumstances,
Raptor may be required to reimburse TorreyPines for certain of its
costs and expenses incurred in connection with the Merger in an
amount not to exceed $250,000 and TorreyPines may be required to
reimburse Raptor for certain of its costs and expenses incurred in
connection with the Merger in an amount not to exceed $250,000.

Following the closing, the combined company will have offices in
Novato, California.  Executive management will be:

     -- Christopher M. Starr, Ph.D., Chief Executive Officer;
     -- Ted Daley, President;
     -- Patrice Rioux, M.D., Ph.D., Chief Medical Officer;
     -- Todd C. Zankel, Ph.D., Chief Scientific Officer; and
     -- Kim R. Tsuchimoto, C.P.A., Chief Financial Officer

TorreyPines is advised by Merriman Curhan Ford and Raptor is
advised by Beal Advisors.

A full-text copy of the Merger Agreement is available at no charge
at http://ResearchArchives.com/t/s?4045

                         Voting Agreements

On July 27, 2009, contemporaneously with the execution of the
Merger Agreement, certain officers and directors of Raptor, who
together beneficially own roughly 11% of the outstanding common
stock of Raptor, entered into voting agreements with Raptor and
TorreyPines in favor of TorreyPines agreeing, among other things,
to vote all shares of Raptor's common stock held by them: (a) in
favor of the adoption of the Merger Agreement; and (b) generally
against any action or agreement submitted to Raptor's stockholders
that would result in a breach of Raptor's representations,
warranties, covenants or other obligations under the Merger
Agreement.

On July 27, contemporaneously with the execution of the Merger
Agreement, certain officers and directors of TorreyPines, who
together beneficially own roughly 1% of the outstanding common
stock of TorreyPines, entered into voting agreements on similar
terms with Raptor and TorreyPines in favor of Raptor agreeing,
among other things, to vote all shares of TorreyPines' common
stock held by them: in favor of (a) the issuance of TorreyPines'
common stock to be issued in the Merger; (b) the filing of the
charter amendment to TorreyPines' certificate of incorporation;
(c) the election of the members of Raptor's board of directors to
TorreyPines' board of directors; and (d) generally against any
action or agreement submitted to TorreyPines' stockholders that
would result in a breach of TorreyPines' representations,
warranties, covenants or other obligations under the Merger
Agreement.

The voting agreements terminate upon any termination of the Merger
Agreement in accordance with its terms and certain other
circumstances set forth therein.  In connection with the voting
agreements, the stockholder parties have also granted an
irrevocable proxy to Raptor or TorreyPines, respectively, to vote
their shares of TorreyPines' common stock or Raptor's common
stock, respectively.

                         Rights Agreement

As of July 27, 2009, a Rights Agreement Amendment was executed
that amends the Rights Agreement dated May 13, 2005, as previously
amended, between TorreyPines and American Stock Transfer and Trust
Company (replacing The Nevada Agency and Trust Company).  The
Rights Agreement Amendment serves to exclude the pending merger
transaction from triggering a distribution of rights dividends
under the Rights Agreement.

                   About Raptor Pharmaceuticals

Raptor Pharmaceuticals Corp. -- http://www.raptorpharma.com/--
currently has product candidates in clinical development to treat
nephropathic cystinosis, non-alcoholic steatohepatitis,
Huntington's Disease, and aldehyde dehydrogenase deficiency.
Raptor's preclinical programs are based upon bioengineered novel
drug candidates and drug-targeting platforms derived from the
human receptor-associated protein and related proteins that are
designed to target cancer, neurodegenerative disorders and
infectious diseases.

                         About TorreyPines

TorreyPines Therapeutics, Inc. -- http://www.tptxinc.com/-- is a
biopharmaceutical company that aims to develop product candidates
each capable of treating a number of acute and chronic diseases
and disorders such as migraine and chronic pain.  The company
currently has two ionotropic glutamate receptor antagonist
clinical stage product candidates.

TorreyPines Therapeutics had $6.70 million in total assets,
$4.87 million in total liabilities, and $1.83 million in
stockholders' equity at March 31, 2009.

                           *     *     *

Ernst & Young LLP, the Company's independent registered public
accounting firm, has included an explanatory paragraph in their
report on the Company's 2008 financial statements related to the
uncertainty and substantial doubt of its ability to continue as a
going concern.

The Company received on March 31, 2009, a letter from the Listing
Qualifications Department of the Nasdaq Stock Market notifying the
Company that based on the Company's stockholders' equity as
reported in its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company does not comply with the minimum
stockholders' equity requirement of $10 million for continued
listing on The Nasdaq Global Market as set forth in NASDAQ
Marketplace Rule 4450(a)(3).


TROIS OEUFS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Trois Oeufs, LLC
        7655 Old Hammond Hwy.
        Baton Rouge, LA 70809

Bankruptcy Case No.: 09-11105

Chapter 11 Petition Date: July 27, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Barbara B. Parsons, Esq.
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: bparsons@steffeslaw.com

Estimated Assets: $0 to $50,000

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

The Debtor identified Another Broken Egg of America, Inc. with a
claim for $55,000 as its largest unsecured creditor.  A list of
the Company's largest unsecured creditor is available for free at:

         http://bankrupt.com/misc/lamb09-11105.pdf

The petition was signed by Mark Dixon, manager/member of the
Company.


TRONOX INC: Wants Time to REMOVE ACTIONS Moved Until Oct. 12
------------------------------------------------------------
Tronox Incorporated and its debtor affiliates sought and obtained
from Judge Allan L. Gropper of the United States Bankruptcy Court
for the Southern District of New York an order pursuant to Rule
9006(b) of the Federal Rules of Bankruptcy Procedure further
extending the time within which the Debtors may file notices of
removal with respect to any actions that are subject to removal
under Section 1452 of the Judiciary and Judicial Procedure.

The time by which the Debtors may file notices of removal with
respect to the Civil Actions is extended to and includes the
earliest to occur of:

  (a) October 12, 2009,

  (b) the day that is 30 days after the entry of an order
      terminating the automatic stay provided by Section 362 of
      the Bankruptcy Code with respect to the particular action
      sought to be removed, or

  (c) with respect to certain Postpetition Actions, the time
      periods set forth in Rule 9027(a)(3).

The Debtors believe the time extension will provide them with the
necessary additional time to consider, and make decisions
concerning, the removal of any Actions.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Creditors Committee Sues Lehman, Other Lenders
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Tronox Inc.'s
cases submitted to the Bankruptcy Court on July 24, 2009, a
complaint on behalf of the estates of the Debtors, against certain
prepetition lenders, which include Lehman Brothers Inc.

The adversary proceeding arises out of the alleged fraudulent
scheme that gives rise to the adversary complaint commenced by
certain of the Debtors against Anadarko Petroleum Corporation and
New Kerr-McGee.

David J. Mark, Esq., at Kasowitz, Benson, Torres & Friedman LLP,
in New York, relates that Old Kerr-McGee created massive actual
and contingent liabilities during its more than 70-year history,
which liabilities were then dumped on the Debtors so that New
Kerr-McGee's senior executives could obtain windfall profits
during a wave of lucrative consolidation in the oil and gas
industry.  In the process, however, New Kerr-McGee left the
Debtors grossly undercapitalized and without sufficient assets to
pay their existing debts and loaded down Tronox Incorporated with
additional debt thereby setting the Debtors on a path to an
inevitable bankruptcy.

In connection with the Spin-Off, on November 28, 2005, the
Debtors entered into a $200 million secured debt facility.  The
Secured Debt Facility is memorialized in a credit agreement by
and among Tronox Incorporated, Tronox Worldwide as borrower,
several lenders, Lehman Brothers Inc. and Credit Suisse as
Arrangers and Bookrunners, ABN Amro Bank N.V. as Syndication
Agent, JPMorgan Chase Bank, N.A., and Citicorp USA, Inc. as Co-
Documentation Agents and Lehman Commercial Paper, Inc., as
Administrative Agent.

The obligations of Tronox Worldwide under the Secured Debt
Facility have been guaranteed by Tronox entities -- Tronox
Incorporated, Tronox LLC, Cimarron Corporation, Southwestern
Refining Company, Transworld Drilling Company, Triangle
Refineries, Inc., Triple S Minerals Resources Corporation, Triple
S Refining Corporation, Triple S, Inc., Tronox Finance Corp.,
Tronox Holdings Inc. and Tronox Pigments (Savannah) Inc.

As part of the Spin-Off, the funds under the Debt Facility were
transferred to New Kerr-McGee.

According to Mr. Mark, certain Tronox Entities made transfers of
approximately $129,500,000 to Lehman Commercial Paper and Credit
Suisse, in their capacity as administrative agents for the
benefit of the Prepetition Lenders on account of the Obligations.

Mr. Mark says the Tronox Entities did not receive reasonably
equivalent value from the Prepetition Lenders in exchange for
payments they made or became obligated to make for the
Prepetition Lenders' benefit within two years of Tronox's
bankruptcy filing, including all payments of principal, interest
and fees with respect to the Obligations.

Further, to secure the Obligations under the Debt Facility, the
parties to the Debt Facility entered into a Guarantee and
Collateral Agreement, which contemplates the right of the
Administrative Agent to obtain control agreements on certain
"Deposit Accounts."  The control agreement was never entered
into.

Lehman Commercial Paper, as prior Administrative Agent, recorded
fixture filings with respect to the Debtors' property located in
Clark County, Nevada, and in Monroe County, Mississippi.  Credit
Suisse has replaced Lehman Commercial Paper as Administrative
Agent but the Fixture Filings have not been assigned to Credit
Suisse.  Mr. Mark relates that the Security Interests granted by
the Debtors to the Administrative Agent against certain federally
registered trademarks, patents and copyrights of the Debtors have
not been recorded in the U.S. Patent and Trademark Office or the
U.S. Copyright Office.

Mr. Mark asserts that the Security Interests are subject to
avoidance by a creditor that extended credit to the Debtors and
obtained a judicial lien therefore on the Petition Date.  The
Prepetition Lenders are the initial transferees of the Security
Interests, subsequent transferees of the Security Interests or
the entities for whose benefit the Security Interests were
transferred.

Moreover, the Tronox Entities made transfers totaling $925,241 to
the Prepetition Lenders on or within the 90 days before the
Petition Date.

The Tronox Entities made the Transfers, incurred the Obligations,
and granted the Security Interests when they were engaged in a
transaction for which their remaining assets were unreasonably
small in relation to the transaction.  The Tronox Entities were
insolvent at the time or became insolvent as a result of the
Transfers, Obligations and Security Interests, Mr. Mark says.

The Tronox Entities have multiple unsecured creditors as to whom
the Transfers, Obligations and Security Interests are voidable
under applicable law and who hold an unsecured claim allowable
under Section 502 of the Bankruptcy Code, including federal
government entities, tort claimants, tax creditors, bond holders,
and trade creditors.

Accordingly, the Committee asks the Court for:

  (a) avoidance of all the Obligations incurred by the Tronox
      Entities to the Prepetition Lenders, all Transfers made by
      the Tronox Entities to the Prepetition Lenders and all
      Security Interests granted by the Tronox Entities to the
      Prepetition Lenders;

  (b) equitably subordination of any claims asserted by the
      Prepetition Lenders; and

  (c) disallowance of any claims asserted by the Prepetition
      Lenders.

A list of the Prepetition Lenders included as defendants in the
Adversary Proceeding is available for free at:

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

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Equity Committee Hires Pillsbury as Counsel
-------------------------------------------------------
The Bankruptcy Court has entered an order authorizing the Official
Equity Security Holders Committee in Tronox Inc.'s cases to retain
Pillsbury Winthrop Shaw Pittman LLP as its counsel nunc pro tunc
to March 13, 2009, in the Chapter 11 cases with
regard to:

      * whether it is in the best interests of the Debtors'
        estates to sell all or substantially all of the assets
        of the Debtors and the process and method used to
        conduct any sale,

      * any litigation brought by the Debtors' estates or their
        representatives against Anadarko Petroleum Corporation,
        Kerr-McGee Corporation and any of their affiliates,

      * the negotiation and development of any plan of
        reorganization with respect to the Debtors, and

      * any other matter that could materially affect the rights
        or interests of the equity holders and is not adequately
        addressed by either the Creditors' Committee or Debtors.

Upon request of the Equity Committee, the Debtors, the Debtors'
financial advisors, the Official Committee of Unsecured Creditors
and its advisors, will be required, subject to all applicable
privileges and other defenses, to provide reasonable information
and analysis to Pillsbury as necessary for the Equity Committee
to fulfill its fiduciary obligations.

The Debtors will pay and reimburse Pillsbury for its services and
expenses upon appropriate application pursuant to Sections 330
and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, and the Local Rules for the United States Bankruptcy
Court for the Southern District of New York, and other applicable
laws.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: LV'S Wants Stay Relief to Pursue Trademark Action
----------------------------------------------------------------
Tropicana Las Vegas, Inc., and Reorganized Debtor Hotel Ramada of
Nevada LLC ask the U.S. Bankruptcy Court for the District of
Delaware to confirm that a complaint for declaratory relief they
initiated with respect to "trademark issues" in the District
Court of Clark County, Nevada, is not subject to the automatic
stay under Section 362 of the Bankruptcy Code.  In the
alternative, the Tropicana Las Vegas Plaintiffs ask the
Bankruptcy Court to annul the automatic stay as to the Trademark
Action, to the extent it applies, as of July 10, 2009.

Tropicana LV is owned by newly formed Tropicana Las Vegas
Intermediate Holdings, Inc., and ultimately by newly formed
Tropicana Hotel and Casino, Inc., the shareholders of which are
the former secured lenders to the LandCo Debtors.  Newly formed
Tropicana LV is the entity that acquired substantially all of the
LandCo Debtors' assets pursuant to the LandCo Plan, including the
historic Tropicana Las Vegas Resort and Casino.  The LandCo Plan
was confirmed on May 5, 2009, and became effective July 1, 2009.
Hotel Ramada of Nevada is a reorganized Debtor.

In the months before the confirmation of the LandCo Plan, the
OpCo Debtors took the position that the LandCo Debtors had no
rights to the use of the name "Tropicana" in connection with the
Las Vegas casino that has been known as the "Tropicana" since its
inception in 1957, Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, relates.
Notwithstanding the fact that the LandCo Debtors and their
predecessors had never before paid any royalty to use the name
they originated on the property they developed, the OpCo Debtors
asserted that the acquirer of the Tropicana Las Vegas casino
under the LandCo Plan would have to pay an exorbitant royalty or
cease using the name after confirmation, Mr. Brady points out.

Subsequently, the lenders whose claims were secured by liens on
the Tropicana Las Vegas casino -- who had been promised that
their collateral included all rights necessary to operate the
business of the Tropicana Las Vegas as it was being conducted --
took issue with the OpCo Debtors' assertions and sought to
terminate plan exclusivity in order to pursue a plan that would
not give away rights to the Tropicana name.  A compromise was
ultimately struck, with the LandCo and OpCo constituencies
agreeing to postpone disputes over the trademark issues until the
post-bankruptcy period.  A full reservation of rights was added
to both the LandCo and OpCo Plans, Mr. Brady notes.

After taking possession of the LandCo Assets, the new owners of
the Tropicana Las Vegas casino discovered that just two weeks
before the LandCo Plan was declared effective, OpCo Debtor
Tropicana Entertainment Holdings LLC had filed applications with
the United States Patent and Trademark Office to register the
logo and trademark "The Trop Las Vegas | Est. 1957" in favor of
the OpCo Debtors.  The application was an "intent to use"
application, requiring the OpCo Debtors to certify that they have
a bona fide intent to use the mark in commerce, according to Mr.
Brady.

"The OpCo Debtors do not have a casino in Las Vegas, much less
one that was established in 1957.  Their intent to use the mark
'The Trop Las Vegas | Est. 1957' can only be taken as a sign that
OpCo constituencies aggressively will attempt to prevent the
actual Tropicana Resort and Casino, located in Las Vegas on
Tropicana Avenue, from using the name Tropicana," Mr. Brady
asserts.

In turn, the Tropicana Las Vegas Plaintiffs filed the Trademark
Complaint against OpCo Debtors Aztar Corporation and Tropicana
Entertainment, seeking a declaration that Tropicana LV may
continue to operate the Tropicana Las Vegas casino under the name
"Tropicana" without interference from the OpCo Debtors, Mr. Brady
says.

The Tropicana Las Vegas Plaintiffs clarify that they do not seek
monetary damages or any property from the OpCo Debtor Defendants.
They seek only a declaration of rights with respect to their
entitlement to use the Tropicana name, notwithstanding the
postpetition acts of the OpCo Debtors to the contrary, Mr. Brady
continues.

He adds that the relief sought in the Trademark Action would not
limit the OpCo Debtors' ability to use the Tropicana name and
would not subject the OpCo Debtors to damages or any liability.

Mr. Brady asserts that the Trademark Action involves issues of
state law and remedies most appropriately considered by the
Nevada Court.  Given the complete reservation of rights in the
OpCo Plan, the litigation will have no impact whatsoever on the
OpCo Debtors' reorganization, he assures the Bankruptcy Court.

Mr. Brady informs the Bankruptcy Court through a recently filed
supplement to the Lift Stay Motion that on July 17, 2009, Scott
Butera, president and chief executive officer of the OpCo
Debtors, sent a letter to Alex Yemenidjian, president and CEO of
the Tropicana Las Vegas Plaintiffs, claiming that "the OpCo
Debtors have exclusive rights to the Tropicana name and
explicitly threatens the Tropicana Las Vegas [casino]. . ."

"This [development] neatly confirms the point of the Motion --
that the [recently filed] Trademark Action, which seeks a
declaration that Tropicana Las Vegas [casino] can continue to use
the Tropicana name, has its genesis in the OpCo Debtors'
postpetition actions in operating their business," Mr. Brady
says.  "Further, it highlights the substantial prejudice that may
befall Tropicana Las Vegas [casino] if the Trademark Action is
stayed in any way."

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Adamar of NJ Presents 24 Key Employee Agreements
---------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, ask the U.S. Bankruptcy Court for the
District of New Jersey to approve certain key employee incentive
agreements.

On March 4, 2009, Adamar of New Jersey, Inc., entered into 15
confidential incentive bonus agreements and nine confidential
incentive and severance agreements, each as amended on April 24,
2009, with 24 executives in connection with the finalization of
the asset purchase agreement related to the sale of substantially
all of the New Jersey Debtors' assets.  The Eligible Employees
include:

    * Mark Giannantonio, president and chief operating officer,
    * Edward Garruto, chief financial officer,
    * Eligible Employees in non-gaming operations,
    * Eligible Employees in gaming operations,
    * Eligible Employees in casino and hotel marketing,
    * Eligible Employees in human resources,
    * Eligible Employees in the finance department, and
    * Eligible Employees in the legal department.

The Eligible Employees possess gaming and hospitality experience
and institutional knowledge, have performed their
responsibilities with unwavering commitment during extremely
trying times, and were indispensable to the success of the New
Jersey Debtors' efforts to sell their assets pursuant to Section
363 of the Bankruptcy Code, Michael Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey, related.

Pursuant to the Key Employee Agreements, Adamar agreed to pay the
Eligible Employees incentive bonuses upon the occurrence of
certain identified events.  Nine of the Key Employee Agreements
also require Adamar to pay certain Eligible Employees severance
benefits in the event these employees are terminated without
cause, eight of which further require Adamar to provide certain
medical benefits upon termination without cause.

According to Mr. Sirota, the Key Employee Agreements provide that
Incentive Bonuses, in varying amounts depending upon the Eligible
Employee, are payable on these terms and conditions:

  (a) Upon the occurrence of a closing date, the Eligible
      Employee will be entitled to receive a lump-sum cash
      payment equal to 75% of his or her Incentive Bonus --
      the Initial Incentive Bonus -- provided that the Eligible
      Employee remains employed with the Company on that date.

  (b) Upon the date that is 120 days following the Closing Date,
      but in no event later than March 15th of the calendar year
      following the calendar year in which the Closing Date
      occurs, the Eligible Employee will be entitled to receive
      a lump-sum cash payment equal to 25% of his or her
      Incentive Bonus -- the Remaining Incentive Bonus --
      provided that the Eligible Employee remains employed with
      the Company on that date.

      Pursuant to the Key Employee Agreements, an Eligible
      Employee whose employment is terminated between the due
      dates of the Initial Incentive Bonus and Remaining
      Incentive Bonus nevertheless is entitled to receive the
      Remaining Incentive Bonus unless the employment was
      terminated for Cause or by the Eligible Employee other
      than on account of death or disability.

The total amount of the Incentive Bonuses is estimated to be
$1,155,000, of which $866,250 represents the Initial Incentive
Bonus amounts, and $288,750 represents the Remaining Incentive
Bonus amounts, according to Mr. Sirota.

The OpCo Lenders, who were intimately involved in negotiating the
April 24, 2009 modifications to the March Key Employee Agreements
in connection with their and the OpCo Agent's negotiation of the
APA, agree to the New Jersey Debtors' payment of the Initial
Incentive Bonuses from their cash collateral, Mr. Sirota noted.

Pursuant to the APA, the Key Employee Agreements are being
assumed by the Buyer and therefore, the Buyer -- and not the New
Jersey Debtors' estates -- will be obligated to pay the Remaining
Incentive Bonuses in accordance with the Key Employee Agreements
and the APA, Mr. Sirota added.

The OpCo Lenders have further agreed that if the cases of the New
Jersey Debtors are dismissed or converted before the Closing with
their consent, the entire amount of the Incentive Bonuses will be
paid as a carve-out from the OpCo Lenders' collateral.  That
agreement is reflected in the Interim Cash Collateral Order, Mr.
Sirota noted.

Therefore, pursuant to Sections 105(a), 363(b)(1), and 503(c)(3)
of the Bankruptcy Code, the New Jersey Debtors seek approval and
authority to pay only the Initial Incentive Bonuses from cash on
hand in accordance with the Key Employee Agreements and the APA.

In the event the New Jersey Debtors' cases get dismissed or
converted before the Closing with the OpCo Lenders' consent,
however, the New Jersey Debtors seek the Court's authority to pay
the entire amount of the Incentive Bonuses from the cash on hand
as a carve-out from the OpCo Lenders' collateral.

                          UAW Objects

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America complained that the
proposed payments to the 24 Eligible Employees do not satisfy the
requirements of Section 503.

Nowhere in the Motion do the New Jersey Debtors suggest that the
payments are dependent in any way upon the quality or
effectiveness of the Eligible Employee's performance, Joseph J.
Vitale, Esq., at Cohen, Weiss and Simon LLP, in New York, pointed
out.  The Incentive Bonuses are not tied to obtaining a sale
price greater than the stalking horse credit bid connected to the
Sale Motion, and are not dependent on attaining EBITDAR or cash
flow targets, or any other performance goal, he noted.

The payments are, pure and simple, retention payments subject to
the limitations of Section 503(c)(1), Mr. Vitale contended, on
behalf of the UAW.

Even if the New Jersey Debtors could somehow show that Section
503(c)(1) does not apply, the payments would still be
impermissible because they run afoul of Section 503(c)(3)'s
provision restricting transfers outside the ordinary course of
business, Mr. Vitale argued.

According to the Debtors' notice of agenda of matters for the
July 17, 2009 hearing, the UAW has consented to an adjournment of
the matter until August 20, 2009.

The UAW was certified as the exclusive collective bargaining
representative for Tropicana Atlantic City's dealers and slot
technicians on September 7, 2007.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Adamar of NJ to Reject 3 Parking Lot Leases
----------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Adamar of New
Jersey, Inc., doing business as Tropicana Casino and Resort, and
its affiliate, Manchester Mall, Inc., sought and obtained the
Court's authority to reject three unexpired non-residential real
property leases effective as of June 30, 2009.  The Leases are
referred to as the Resort Sai Lease, the Ritz Lot Leases and the
Chelsea Lot Lease.

(1) Resort Sai Lease

    On December 19, 2002, Adamar of New Jersey, Inc., entered
    into a lease agreement with Resort Sai Motel, LLC, with
    respect to certain non-residential real property located at
    14 South Morris Avenue, 3003 Pacific Avenue, 17 South
    Chelsea Avenue, and 15 South Chelsea Avenue, also known as
    Block 179, Lots 5, 7, 10, and 11 on the Tax Map of the City
    of Atlantic City.

    Adamar entered into another lease agreement with Resort Sai
    on May 6, 2005, for the Original Lots and for 12 South
    Morris Avenue, also known as Block 179, Lot 4 on the Tax Map
    of the City of Atlantic City.  The initial term of the
    Resort Sai Lease was for three years, expiring on May 5,
    2008.

    The parties entered into a first amendment and extension of
    the Resort Sai Lease, which extended the term until May 5,
    2010, and modified the rent due.  Adamar's annual
    obligations in connection with the Resort Sai Lease total
    more than $344,848.

(2) Ritz Lot Leases

    The Ritz Lot is a parking lot comprised of the Agnellini
    Lots and California Ventures Lots.

    On September 10, 1991, Adamar entered into a lease agreement
    with Pat S. and Florence Agnellini, pursuant to which Adamar
    leased certain lots known as Lots 1, 6, 41, and 48 of Block
    49, now known as Block 32, in Atlantic City, New Jersey.

    The parties entered into an additional lease agreement dated
    November 21, 1996, as amended, pursuant to which Adamar
    leased certain property known as Lots 1, 2, 3, and 11 of
    Block 32 on the Tax Map of the City of Atlantic City.

    Pursuant to a certain assignment and assumption of Lease
    dated March 21, 2006, BW Associates and BDJM Associates, LLC
    acquired title to the Agnellini Lots and continued to lease
    the lots to Adamar pursuant to a letter agreement extending
    the term of the Agnellini Lease until March 31, 2009.

    Adamar reached an agreement in principle with BW and BDJM
    regarding renewed terms for leasing the Agnellini Lots, but
    no formal lease was signed before the Petition Date.  It is
    Adamar's position that the Agnellini Lease expired before
    the Petition date.  However, to the extent the landlord
    contends to the contrary, that lease has been included in
    the Motion for rejection.

    On March 19, 2003, Adamar entered into a lease with
    California Avenue Ventures, LLC, pursuant to which the
    Debtor leased Lots 4, 5, 6, portions of 8, 9 and 10 of Block
    32 on the Tax Map of the City of Atlantic City.  The
    California Ventures Lease was amended by a certain agreement
    dated March 1, 2005 -- California Ventures Lease Agreement
    -- by and between California Ventures, its affiliate Luxouri
    LLC, and Adamar.

    Pursuant to the California Ventures Lease Agreement,
    California Ventures agreed to terminate an existing lease
    with a third party for land referred to as the "Withdrawn
    Land" -- also known as a portion of Lot 8 of Block 32 on the
    Tax Map of the City of Atlantic City -- provided Adamar
    agreed to enter into a 20-year boardwalk lease with
    California Ventures.

    The California Ventures Lease remained in effect until
    March 31, 2009.  Subsequently, Adamar renegotiated the terms
    for leasing the California Ventures Lots, and while an
    agreement as to the monthly payments was reached, no formal
    lease was ultimately signed.

    In connection with the California Ventures Lease, and
    subsequent negotiations, Adamar makes annual payments of
    $240,000 and is responsible for the associated real estate
    taxes, which for the first-quarter of 2009 totaled
    approximately $24,700.  Additionally, as of March 31, 2009,
    Adamar continues to pay annual fixed minimum rental payments
    of $350,000 under the Boardwalk Lease, though Adamar is now
    only responsible for 50% of the real estate taxes for the
    Withdrawn Land.

    It is Adamar's position that the California Ventures Lease
    and California Ventures Lease Amendment expired before the
    Petition Date.  However, to the extent landlord contends to
    the contrary, that lease has been included in the Motion for
    rejection.

    The California Ventures Lease Agreement also contemplated
    that California Ventures would obtain rights to a parcel
    commonly known as Lot 7, Block 32.  Luxouri acquired title
    to Lot 7 and, thereafter, continued to lease it to Adamar
    pursuant to a written lease agreement -- Luxouri Lease.
    Pursuant to the California Ventures Lease Agreement, the
    annual rental payment of $240,000 encompasses Adamar's
    rental obligations with respect to Lot 7.

    Under the California Ventures Lease, Adamar also is required
    to carry general comprehensive and automobile liability and
    garage keeper's insurance in the amount of $5,000,000.

(3) Chelsea Lot Lease

    Pursuant to a lease dated July 15, 1988, as extended by
    several letter agreements, as amended and extended by a
    lease addendum and eight extension dated September 2001, and
    as modified by a lease addendum dated July 11, 2003, Herzel
    Gurwicz, also known as Ten South Chelsea Associates, leased
    to Adamar certain lots and parcels located on Chelsea Avenue
    and Montpelier Avenue, more specifically identified as Lots
    10, 15, 31, 30, and 12 of Block C-6, 5 South Montpelier
    Avenue, also known as Lot 8 of Block 181, and a portion of
    Lot 2 of Block 181 on the Tax Map of the City of Atlantic
    City.

    The Chelsea Lots lease expired on September 30, 2006.
    Thereafter, pursuant to a letter agreement entitled "Post-
    Lease Agreement for Block C-6, Lots 10, 15, 31, 30, 12,
    Block 181, portion of Lot 2," dated November 28, 2006 --
    Chelsea Agreement -- Adamar has continued to make monthly
    payments to the former landlord in the amount of $3,500 as
    compensation for the Chelsea Lots landlord's inability to
    re-let the premises due to parking meters installed on the
    premises.

The Leases were acquired predominantly to address overflow
parking.  The New Jersey Debtors have determined that their
facility presently provides adequate parking.  Rejection of the
Leases will enable the New Jersey Debtors to realize a savings of
more than $1,000,000 per year, without any disruption to their
core operations, according to Ilana Volkov, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UBS AG: Court Sets Meeting With Swiss Bank & IRS for Friday
-----------------------------------------------------------
Katharina Bart at The Wall Street Journal reports that UBS AG said
that Miami Judge Alan Gold has set a renewed meeting between the
Swiss bank and the U.S. Internal Revenue Service for Friday.

The meeting is meant to gauge progress of the parties' settlement
negotiations, The Journal says, citing UBS.

As reported by the Troubled Company Reporter on July 29, 2009, UBS
continued its settlement talks with the U.S. Justice Department
and the Swiss government.  UBS is under a global tax probe.  The
Justice Department and IRS asked the judge to provide access to
thousands of accounts that U.S. citizens set up at UBS as part of
a probe into off-shore tax evasion, but the Company fought the
request in court.

According to The Journal, a UBS spokesperson said that Judge Gold
offered to postpone a hearing set to start on Monday to August 10,
but none of the parties accepted the offer.

The Journal notes that if a settlement isn't formalized before
Friday:

     -- the two sides could agree that they are near to reaching a
        settlement, in which case another postponement is likely;
        or

     -- talks could break off without a settlement being reached,
        which means that Judge Gold will start hearing the case on
        Monday.

Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients.  UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center.  Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland.  The
Business Groups Investment Bank and Global Asset Management
constitute one segment each.  The Industrial Holdings segment
holds all industrial operations controlled by the Group.  Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe.  The Investment Bank operates globally as a client-driven
investment banking and securities firm.  The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.

As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began.  The bank expects to post a loss in the
second quarter of 2009.  The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year.  Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year.  UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area.  For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million.  Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million.  The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter.  This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments.  An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.

UBS said it will further reduce its headcount to 15,000 by the end
of the year.  UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.


ULTRA STORES: Emerges From Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
National Jeweler reports that Ultra Stores, Inc., said that it has
emerged from Chapter 11 bankruptcy protection.

Ultra Stores said that it will close 30 underperforming locations
this year and that has worked with landlords to provide temporary
rent relief in a number of the Company's 178 remaining locations,
National Jeweler relates.  "These two initiatives will enable us
to weather these tough economic times.  We appreciate all of our
landlords' efforts in working with us on this important
initiative," the report quoted Ultra Stores President and Chief
Executive Officer Daniel Marks as saying.

Ultra Stores said in a statement that Bank of America will still
be its senior lender and that the bank will provide a $30 million
revolving line of credit.  National Jeweler relates that in return
for converting half of Ultra Stores' debt into equity, Crystal
Capital will assume 56% ownership of the Company.  Unsecured
creditors, National Jeweler states, will assume 18% ownership
along with a $3 million note.  According to Ultra Stores'
statement, about 26% of the Company will go to its existing
management team, which it will retain.  "We could not have gotten
through these proceedings this quickly and smoothly without the
support of our entire field organization and home office,"
National Jeweler quoted Mr. Marks as saying.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


UNIVERSAL ENERGY: No Fixed Date Yet for 2009 Stockholders Meeting
-----------------------------------------------------------------
Universal Energy Corp. will hold its 2009 Annual Meeting of
Stockholders in August 2009 a.m., at 614 Canal Street, in New
Orleans, Louisiana, to consider and act on these matters:

     -- To elect two individuals to serve on the Board of
        Directors for a term of one year or until their successors
        are duly elected and qualified.

     -- To approve an amendment to the amended Articles of
        Incorporation to increase the authorized common shares to
        100,000,000,000.

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

Only stockholders of record at the close of business on July 30,
2009 are entitled to notice of the meeting and to vote at the
meeting or any adjournment or postponement thereof.

A copy of the Company's Schedule 14a Information Statement is
available at no charge at http://ResearchArchives.com/t/s?4032

On July 23, the Company filed with the Securities and Exchange
Commission its annual report on Form 10-K for the year ended
December 31, 2008.  The Company swung to a net income of $619,729
for year 2008 from a net loss of $14,044,872 the year before.

At December 31, 2008, the Company had $2,351,378 in total assets
and $3,184,940 in total liabilities, resulting in $833,562.

The Company has not filed its quarterly report on Form 10-Q for
the period ended March 31, 2009.

A full-text copy of the Annual Report is available at no charge at
http://ResearchArchives.com/t/s?4015

In its audit report dated July 21, 2009, Mark Bailey & Company,
Ltd., in Reno, Nevada -- its independent registered certified
public accounting firm -- said the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  The Company said its ability to continue as a going
concern is heavily dependent upon its ability to obtain additional
capital to sustain operations.  Currently, the Company has no
commitments to obtain additional capital, and there can be no
assurance that financing will be available in amounts or on terms
acceptable to the Company, if at all.

                     About Universal Energy

Based in Lake Mary, Florida, Universal Energy Corp. --
http://www.universalenergycorp.info/-- is focused on the
acquisition and development of oil and natural gas properties.
Its common stock is quoted for trading on the OTC Bulletin Board
under the symbol UVSE.


USG CORP: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service lowered the ratings of USG Corporation -
- Corporate Family and Probability of Default Ratings to B3 from
B1.  In a related rating action Moody's assigned a B1 rating to
the company's proposed debt issuance, incorporating the upstream
guarantee provided by USG's material domestic subsidiaries.  The
Speculative Grade Liquidity rating remains SGL-3.  The outlook has
been changed to stable from negative.  In taking these actions
Moody's noted that USG's fundamental business position as the
leading provider of gypsum wallboard to the residential and
construction industries remains sound.  However, the severe
downturn in the North American economy across its businesses has
resulted in leverage and operating metrics indicative of the lower
rating.

The downgrade incorporates Moody's view that USG is facing a
prolonged downturn in its end markets.  The North American repair
and remodeling, new housing, and non-residential construction
industries, the main drivers of USG's revenues, will remain weak
well into 2010.  The company's ability to offset weakness in its
gypsum business through its worldwide ceilings and specialty
distribution businesses has become less likely, given Moody's view
of the extent of the downturn.  For the last twelve months through
March 31, 2009 operating margins remain substandard at negative
3.0% and leverage is very high at 15.6x (ratios adjusted per
Moody's methodology) making it difficult for the company to
generate free cash flow, even though USG has taken actions to
counteract reduced demand such as reducing its headcount and
rationalizing manufacturing facilities.  Moody's also notes that
USG is raising prices, which appears to be holding. However, the
severe and protracted downturn will likely result in very weak
leverage and operating metrics for some time.

USG's SGL-3 speculative grade liquidity rating reflects Moody's
belief that the company will maintain an adequate liquidity
profile over the next twelve months.  Cash on hand, availability
under the company's revolving credit facility, and proceeds from
the proposed debt issuance, exceeding $700 million, should give
the company some financial flexibility to fund any cash
shortfalls.

The stable outlook incorporates Moody's view that USG's cash on
hand and availability under its revolving credit facility should
give it some financial flexibility as it contends with the
downturn in the global economy and the resulting impact to reduced
demand over the intermediate term.

These ratings/assessments were affected by this action:

* Corporate Family Rating lowered to B3 from B1;
* Probability of Default Rating lowered to B3 from B1;

Proposed senior unsecured notes (benefiting from upstream
guarantees) assigned B1 (LGD2, 26%).  The higher rating on this
debt instrument relative to the other unsecured debt in USG's
capital structure reflects the upstream guarantees provided by
USG's material domestic subsidiaries, which do not provide
guarantees to the other unsecured debt instruments.

* $500 million senior unsecured notes due 2016 (not guaranteed)
  lowered to Caa1 (LGD5, 74%) from B1 (LGD4, 57%); and

* $500 million senior unsecured notes due 2018 (not guaranteed)
  lowered to Caa1 (LGD5, 74%) from B1 (LGD4, 57%). Shelf
  registration: senior unsecured notes (P) Caa1.

* $239 million of Industrial Revenue Bonds with various
  maturities (not guaranteed) lowered to Caa1 (LGD5, 74%) from B1
  (LGD4, 57%).

The company's speculative grade liquidity remains SGL-3.

The last rating action was on December 5, 2008, at which time
Moody's downgraded the Corporate Family Rating to B1.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
states, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last twelve month through June 30,
2009 totaled approximately $3.9 billion.


USG CORP: S&P Changes Outlook to Stable; Affirms 'B+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Chicago-based USG Corp. to stable from negative, reflecting S&P's
expectation that liquidity will remain sufficient to meet all
obligations in the intermediate term.  S&P affirmed its ratings on
the company, including the 'B+' corporate credit rating.

S&P also assigned a 'BB' (two notches higher than the corporate
credit rating) issue-level rating to the company's proposed
$250 million senior notes.  S&P assigned a '1' recovery rating to
the proposed notes, indicating S&P's expectation of very high (90%
to 100%) recovery in the event of a payment default.  USG will use
proceeds from the proposed notes as a source of additional
liquidity and for general corporate purposes.  The notes are
expected to be sold pursuant to Rule 144A of the Securities Act of
1933.

"The outlook revision to stable reflects S&P's belief that USG's
liquidity profile, in terms of cash and availability under the
company's $500 million asset-based revolving credit facility, will
be sufficient to meet its obligations over the intermediate term
despite S&P's expectation for continued weak residential housing
and commercial construction end markets," said Standard & Poor's
credit analyst Thomas Nadramia.  This is notwithstanding S&P's
belief that USG's credit measures will remain very weak for the
rating with interest coverage in 2009 expected to be less than 1
to 1 and adjusted debt to EBITDA measures to be more than 20x as
EBITDA levels remain at cyclical lows.

The 'B+' rating on USG Corp. reflect the company's limited product
diversity, the extreme price volatility of gypsum wallboard, its
primary product, and the highly cyclical demand for its products.
These factors are somewhat tempered by the company's leading
position in the U.S. gypsum wallboard and ceiling system markets,
the company's low cost position in the industry and adequate
liquidity position for its rating.

S&P could take a negative rating action if operating conditions
fail to improve in 2010 and turn materially weaker than currently
expected, causing USG's liquidity cushion to deteriorate.
Specifically, if total available liquidity, comprised of cash
balances and availability under its revolving credit facility,
were to fall to less than $250 million prior to markets
recovering, or if existing liquidity declined at a rapid rate due
to greater-than-expected operating losses.  Given challenging
market conditions and very weak credit measures, a revision of the
outlook to positive or a rating upgrade seems unlikely over the
next several quarters.


VIRGIN MOBILE: Sprint Nextel Deal Won't Affect S&P's 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Warren, New Jersey-based wireless services operator
Virgin Mobile USA Inc. (B-/Stable/--) remain unchanged following
the announcement that Sprint Nextel Corp. (BB/Negative/--) has
signed a definite agreement to acquire Virgin Mobile in a stock-
based transaction valued at about $730 million.

In that announcement, Sprint said that it will retire all of
Virgin Mobile's outstanding debt, including the senior secured
credit facility (rated 'CCC' with '6' recovery).  Virgin Mobile
had about $322 million of outstanding debt and preferred stock as
of March 31, 2009.  S&P expects to withdraw the corporate credit
rating on Virgin Mobile and the issue-level rating on the credit
facility when the transaction closes, which is likely in the
fourth quarter of 2009 or in early 2010.


VSS ENTERPRISES: 9th Cir. Says Managers Liable for Wage Claims
--------------------------------------------------------------
WestLaw reports that former employees seeking unpaid wages alleged
sufficient control by defendant managers to state a Fair Labor
Standards Act (FLSA) claim against them as employers.  Conversion
of the employer's Chapter 11 bankruptcy proceeding into a Chapter
7 liquidation did not end any duty that the managers had under the
FLSA to pay wages.  The automatic stay also had no effect on the
potential liability of the managers.  Boucher v. Shaw, --- F.3d --
--, 2009 WL 2217517 (9th Cir. (Nev.)).

Three former employees of VSS Enterprises LLC dba The Castaways
Hotel, Casino and Bowling Center and Local 226, AFL-CIO, their
local union, sued the Castaways' individual managers in state
court for unpaid wages under state and federal law.  The lawsuit
was removed from state court to federal court.  The United States
District Court for the District of Nevada, Philip M. Pro, J.,
granted motions to dismiss the employees' claims.  The employees
appealed.  The Court of Appeals, 483 F.3d 613, certified the
question of whether individual managers could be liable for unpaid
wages under Nevada law.  The Supreme Court of Nevada, 124 Nev. 96,
196 P.3d 959, Parraguirre, J., answered in the negative.  The
employees presented three questions to the United States Court of
Appeals for the Ninth Circuit:

   (1) whether the Castaways' individual managers can be held
       liable for unpaid wages under Nevada law;

   (2) whether the union has standing to raise the state law
       claim; and

   (3) whether the managers can be held liable under the Fair
       Labor Standards Act (FLSA).

The Ninth Circuit certified the first issue to the Nevada Supreme
Court as a question of first impression under Nevada law.  The
state court held that individual managers cannot be held liable as
"employers," and therefore that claim was properly dismissed by
the district court, making the issue of the union's standing moot.
The only remaining issue was whether a claim exists under federal
law.  The Ninth Circuit says it does, and therefore reversed and
remanded the FLSA claim to the district court.

VSS Enterprises LLC dba The Castaways Hotel, Casino and Bowling
Center filed for chapter 11 protection (Bankr. D. Nev. Case No.
03-17939) on June 26, 2003, represented by the law firm of Gordon
& Silver, Ltd., in Las Vegas.  The Debtor's Amended Schedules of
Assets and Liabilities filed on July 25, 2003 -- see
http://docs.bmcgroup.com/vss/docs/0115.pdf-- showed $67.5 million
in assets and $33.9 million in liabilities.  Station Casino
purchased The Castaways' 26-acre site in 2004 for $33.7 million,
and demolished the structures on the property in 2005.


WALL STREET NEVADA: Section 341(a) Meeting Slated for August 13
---------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Wall Street Nevada, LLC's Chapter 11 case on August 13, 2009,
at 4:00 p.m.  The meeting will be held at 300 Las Vegas Blvd.,
South, Room 1500, Las Vegas, Nevada.

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.

Las Vegas, Nevada-based Wall Street Nevada, LLC filed for
Chapter 11 on July 10, 2009 (Bankr. D. Nev. Case No. 09-22234).
Lenard E. Schwartzer at Schwartzer & McPherson Law Firm represents
the Debtor in its restructuring efforts.  The Debtor listed total
assets of $23,301,451 and total liabilities $15,519,046.


WASHINGTON MUTUAL: Court Declines to Stay Suit vs. JPM, FDIC
------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware denied the Federal Deposit Insurance Corporation's
request to immediately impose the automatic stay in the adversary
proceeding commenced by Washington Mutual Inc. against JPMorgan
Chanse Bank N.A. until judgment has been entered JPM's own
adversary proceeding against WaMu, relating to certain disputed
accounts.

Prior to the entry of the Court's Order, FDIC noted that both
Proceedings were commenced only after the Debtors had sued FDIC
in the U.S. District Court for the District of Columbia in the
litigation styled, WaMu v. FDIC, No. 1:09-CV-0544, concerning
similar issues.  In a memorandum filed with the Court, FDIC
maintained that the District Court is the only forum that "can
oversee coordinated litigation of the parties' disputes."  The
Official Committee of Unsecured Creditors filed a joinder to the
FDIC's request.  JPMorgan, for its part, noted that it supports a
stay of the Adversary Proceedings, on the expectation that the
District Court will permit the intervention of JPMorgan in the
District Court Action and that the Action will resolve all of the
parties' claims.

In opposition, the Debtors argued that a stay should not be
imposed on the Adversary Proceeding because the Bankruptcy Court
has "exclusive jurisdiction" of all property of the Debtors,
which is the core issue of the proceeding.

Following the denial of the Stay, FDIC and JPMorgan notified the
Court that they would take an appeal to the U.S. District Court
for the Southern District of New York from Judge Walrath's Stay
Denial Order.  In separate briefs, FDIC and JPMorgan said that
they want the District Court to review if the Bankruptcy Court
erred in holding that the jurisdictional bar set forth under
Section 1821(d)(13)(D) of the U.S. Banks and Banking Code did not
deprive the Bankruptcy Court of subject matter jurisdiction over
the Adversary Proceeding in which the Parties seek determinations
of rights.

                     Lawsuits Between Parties

Washington Mutual filed a suit in March against the FDIC in U.S.
District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

    JPM Seeking to Stay Ahead of Other Creditors, WaMu Says

The adversary proceeding commenced by JPMorgan Chase, National
Association, is "an attempt to put its claims in front of other
creditors," Washington Mutual Inc. and its affiliates say.  To
recall, JPMorgan Chase, in its capacity as acquirer of Washington
Mutual Bank, initiated an adversary proceeding in the U.S.
Bankruptcy Court for the District of Delaware against the Debtors
and the Federal Deposit Insurance Corporation, seeking to ensure
that it is not divested of the assets and interests purchased in
good faith from the FDIC, as receiver for WMB.  JPMorgan is also
seeking indemnification and recovery against the Debtors for
certain liabilities that may be asserted against it.

The Debtors contend that contrary to JPMorgan's assertion,
JPMorgan does not have ownership of the Assets.  Among other
things, the Debtors ascertain that they rightfully refused to
relinquish sponsorship of defined pension plans, and that
JPMorgan has made administrative decisions with respect to the
Plans without WaMu's guidance or permission.

FDIC asks the Court to dismiss the interpleader claim asserted
against it by JPMorgan under the Adversary Proceeding.  JPMorgan
has asserted that FDIC is seeking "to interplead any remaining
funds that constitute deposit liabilities."

JPMorgan, on the other hand, asks Judge Walrath to dismiss the
Debtors' counterclaims, pursuant to Rule 12(b)(6) of the Federal
Rules of Civil Procedure, which are asserted in the other
adversary proceeding styled WaMu v. JPMorgan Chase Bank, National
Association.

      Creditors Committee, Bondholders Seek to Intervene

The Official Committee of Unsecured Creditors asserts its
"absolute right" to intervene in the Adversary Proceeding, as the
statutory fiduciary representative of all unsecured creditors and
a party-in-interest under Section 1109(b) of the Bankruptcy Code.

In a memorandum of law filed with the Court, the Creditors'
Committee asserts that its proposed intervention will cause no
prejudice or delay in the Adversary Proceeding.  On the contrary,
it will allow the Creditors' Committee to assert and protect the
interests of the unsecured creditors.

Similarly, the holders of senior notes issued by WMB seek to
intervene in the Adversary Proceeding to protect their interests
in the Debtors' estates and ensure that issues critical to those
interests are not resolved without the Bank Bondholders'
participation.  The Noteholders assert that they are parties-in-
interest in the Debtors' cases, and are entitled to intervene
under Rule 7024 of the Federal Rules of Bankruptcy Procedure.

JPMorgan states that it does not object to the Creditors'
Committee's intervention, so long as its participation is
appropriately designed to avoid duplication of effort, undue
delay and unnecessary expense.  JPMorgan also asks the Creditors'
Committee, as well as the Debtors, to serve joint discovery
requests and responses.

In response, the Creditors' Committee contends that it should be
allowed to intervene in the Adversary Proceeding, without being
limited from propounding its own discovery.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Gets Nod to Probe Potential Claims vs. JPM
-------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Washington Mutual Inc. and its affiliates
to subject JPMorgan Chase National Association to an examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, with respect to an action filed with the District Court
of Galveston County, Texas, captioned American Nat/I Ins. Co., et
at. v. JPMorgan Chase & Co., et al., and the adversary action
commenced by JPMorgan Chase, styled JPMorgan Chase Bank, National
Association v. Washington Mutual, Inc. et al.

The Texas Action seeks recovery of billions of dollars arising
from the alleged misconduct of JPMorgan, which led up to its
purchase of Washington Mutual Bank's assets "for an amount far
below the fair market value of those assets."  The Adversary
Proceeding, meanwhile, relates to the ownership of various assets
which JPMorgan asserts it acquired in good faith and for value
from the Federal Deposit Insurance Corporation as receiver for
WMB.

The Debtors previously noted that the Rule 2004 Examination is
aimed to investigate potential claims against JPMorgan based on
the Texas Action, to allow them, as estate fiduciaries, to
determine the validity and ownership of the potentially
significant claims.

JPMorgan has not cited any authority for its proposition that a
Rule 2004 examination of an entity is improper when a proceeding
is pending in another venue against a third party and there is a
"substantial likelihood" that the examinee may intervene, Judge
Walrath held.

                JPMorgan Seeks Reconsideration

In granting the Debtors' Rule 2004 Examination Motion, the Court
did not take into account the Debtors' counterclaims in the
Adversary Proceeding, which were filed after the Motion had been
briefed and argued, according to Adam G. Landis, Esq., at Landis
Rath & Cobb LLP, in Wilmington, Delaware, on behalf of JPMorgan.

As previously reported, the Debtors' counterclaims alleged, among
other things, that (i) JPMorgan received a "windfall" in
acquiring WMB's assets from FDIC, and (ii) WMB owed the Debtors
$177 million under certain promissory notes, which JPMorgan is
obligated to pay.

Because the Adversary Proceeding is pending between the Debtors
and JPMorgan, and because there is a direct relationship between
the discovery requested in the Rule 2004 Motion and the
Counterclaims in the Adversary Proceeding, the Debtors may not
proceed by way of Rule 2004 Examination, Mr. Landis argues.

                      Debtors Talk Back

In response, the Debtors specify that their Counterclaims seek
to, among other things, measure the fairness of the WMB Sale from
an economic perspective and only at the time of the transaction,
which will not implicate business tort issues.  Accordingly, the
Debtors maintain that they are prepared to limit their Rule 2004
Discovery to business tort issues that are not implicated by
their Counterclaims.

The Debtors argue that JPMorgan's request for reconsideration
seeks to prevent discovery into all topics.  "Simply because the
Debtors have called into question the economics of the WMB Sale
does not preclude them from seeking to investigate matters
unrelated to the Adversary Proceeding," Rafael X. Zahralddin-
Aravena, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
contends.

Given the Debtors' agreement to limit their Discovery to Business
Tort Claims, JPMorgan's request for Reconsideration should be
denied, Mr. Zahralddin-Aravena says.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Reaches Deal with JPM on Savings Plan
--------------------------------------------------------
Washington Mutual Inc. and its affiliates ask the Bankruptcy Court
to approve a compromise and settlement they entered into with
JPMorgan Chase Bank, N.A., regarding the treatment of the WaMu
Savings Plan.

Prior to the Petition Date, the Debtors and Washington Mutual
Bank provided their employees with certain benefits, including
the opportunity to participate into a Savings Plan.  The WaMu-
sponsored The Savings Plan is a tax qualified plan under Section
401(a) of the Internal Revenue Code.  The Savings Plan assets are
held in a trust administered by Fidelity Management Trust
Company.  The Savings Plan is administered by a Plan
Administration Committee and a Plan Investment Committee.

Most of the employees covered by the Savings Plan were employees
of WMB or its subsidiaries, substantially all of whom transferred
employment to JPMorgan on September 25, 2008, and many of those
individuals remain employed by JP Morgan.  Participants in the
Savings Plan contribute a percentage of their pre-tax income to
the Savings Plan and before the Petition Date, WMB would match a
portion of those contributions.

In March 2009, JPMorgan commenced an adversary proceeding against
the Debtors and the Federal Deposit Insurance Corporation,
alleging, among other things, that the Debtors have no real
economic interest in the Savings Plan and that the Plan is not
material to the Debtors' business or reorganization.  JPMorgan
further claimed that it purchased all of the FDIC's interests, as
successor to WMB, in the Savings Plan.

The Debtors emphasize that the Savings Plan is property of their
estates, and was not purchased by JPMorgan under the Purchase
Agreement.  The Debtors contend that if JPMorgan purchased the
Savings Plan, it also should be held responsible for claims and
litigation related to it.

To resolve their dispute, the Debtors and JPMorgan reached a
settlement, which essentially provides that:

  (1) The Debtors will transfer sponsorship of the Savings Plan
      to JPMorgan;

  (2) The Debtors will adopt an amendment to the Savings Plan to
      fully vest all participants who were actively employed
      on or after January 1, 2008;

  (3) JPMorgan will be responsible for correcting operational
      and form defects, if any, in the administration of the
      Savings Plan, including repaying to the Savings Plan all
      amounts applied after September 25, 2008, from any
      forfeitures that arose on or after January 1,2008, to
      reduce JPMorgan's Savings Plan contributions or to pay
      administrative expenses;

  (4) JPMorgan will indemnify WMI with respect to certain
      liabilities related to the Savings Plan; and

  (5) The Debtors and JPMorgan will dismiss with prejudice their
      Savings Plan claims and defenses related to the JPMorgan
      Complaint.

The Parties' Settlement does not transfer liability to JPMorgan
for pending litigation related to the Savings Plan.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, avers that transfer of sponsorship of the
Savings Plan to JPMorgan will eliminate the Debtors' ongoing
administrative obligations, as well as their obligation to
terminate the Savings Plan.  The cost savings associated with
that relief is significant, he points out.

For their part, the Washington Mutual, Inc. Noteholders Group
argues that the proposed Settlement Agreement should be denied
because the Debtors have failed to explain why the Adversary
Action is retained despite the Parties' Settlement.  The WaMu
Noteholders add that the Debtors failed to include other parties
in the negotiation process and thus, there can be no assurance
that the conflicts inherent in the Chapter 11 Cases did not
unfairly prejudice the proposed Settlement.  Moreover, the
Debtors have not provided evidence of the potential exposure
related to the Action, the WaMu Noteholders state.  "Rather than
a compromise, the Settlement Agreement appears on its surface to
be a mere surrender to [JPMorgan]," the WaMu Noteholders contend.

In a subsequent filing, the WaMu Noteholders withdrew their
objection, but reserve all of their rights with respect to
further proceedings in the Chapter 11 Cases, to confirm their
discussions with the Debtors' advisors, that "the Settlement . .
. in no way affects the rights of the estates or any other party
with respect to [JPMorgan's] liability or responsibility for any
pending or future litigation or claims associated with the
Savings Plan."

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEB PRESS CORPORATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Web Press Corporation
        22023 68th Avenue South
        Kent, WA 98032

Bankruptcy Case No.: 09-17418

Chapter 11 Petition Date: July 27, 2009

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

Judge: Karen A. Overstreet

Debtor's Counsel: John S. Kaplan, Esq.
                  1201 3rd Ave #4800
                  Seattle, WA 98101-3099
                  Tel: (206) 583-8500
                  Email: kaplj@perkinscoie.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
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/wawb09-17418.pdf

The petition was signed by Bernie Molinski, executive vice
president of the Company.


WEBSTER HOSPITALITY: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Webster Hospitality Development, LLC
                c/o Timothy Foster, Receiver
                45 East Ave.
                Rochester, NY 14610

Case Number: 09-21963

Type of Business: The Debtor provides hospital housekeeping
                  services.

Involuntary Petition Date: July 27, 2009

Court: Western District of New York

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
US Ceiling Corp. Inc.          services rendered    $15,400
414 Hobson's Choice
Webster, NY 14580

Eric Schellenberg Masonry Inc. services rendered    $10,500
328 Mill Road
Rochester, NY 14626

Frumusa Enterprises, LLC       services rendered    $71,582
PO Box 418
Webster, NY 14580


WESCO INTERNATIONAL: Exchange Offer Won't Move Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service commented that WESCO International,
Inc.'s recently announced exchange offer does not have an impact
on the ratings (Ba3 corporate family rating, stable outlook).

Specifically, WESCO is offering to exchange up to $345 million of
new 6.0% convertible debentures due 2029 for the $150 million
2.625% convertible senior debentures due 2025 (rated B1) and the
$300 million 1.75% convertible senior debentures due 2026
(unrated).

The last rating action was on November 30, 2007, when Moody's
affirmed WESCO's Ba3 corporate family rating, but changed the
ratings outlook to stable from positive.

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

WESCO International, Inc., is one of the leading providers of
electrical construction products and electrical and industrial
maintenance, repair and operating supplies in North America.  The
company reported sales of $5.4 billion for the twelve months ended
June 30, 2009.


WESCO INTERNATIONAL: S&P Assigns 'B' Rating on $345 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'B' to WESCO International Inc.'s offering of up to
$345 million of senior convertibles notes due 2029, based on
preliminary terms.  S&P also assigned a recovery rating of '6' to
these notes, indicating S&P's expectation of minimal recovery (0%-
10%) in the event of a payment default.  All other ratings on
WESCO and wholly-owned subsidiary WESCO Distribution Inc. remain
unchanged.

WESCO announced that it is offering to exchange a portion of its
outstanding $150 million and $300 million senior convertible notes
due 2025 and 2026, respectively, for up to $345 million of new
senior convertible notes due in 2029.  The terms of the proposed
offering imply an exchange of 101% of the face value for the 2025
notes and 96% for the 2026 notes.  In compensation for the
extended maturity (and the lower principal with respect to the
2026 notes), WESCO is offering a meaningfully higher coupon under
the new notes.

The company recently reported that organic revenues declined about
26% in the quarter ended June 30, 2009.  While Standard & Poor's
expects the operating environment to remain weak for a number of
quarters, S&P believes that WESCO's credit measures should remain
broadly in line with S&P's expectations for the 'BB-' corporate
credit rating, including 4x adjusted total debt to EBITDA and 15%
funds from operations to total debt.  The company is using free
cash flow to reduce debt, mitigating the effect of weaker earnings
on its financial leverage.

"The exchange, if completed, would extend the maturity of a
portion of WESCO's debt, considering the put provisions under the
existing notes in 2010 and 2011," said Standard & Poor's credit
analyst Gregoire Buet.  "We will update S&P's recovery report on
WESCO on completion of the exchange," he continued.

                           Ratings List

                     WESCO International Inc.

            Corp. credit rating          BB-/Stable/--

                       New Ratings Assigned

          Senior convertible notes due 2029            B
           Recovery rating                             6


WILD WINGS: Hurt by Recession, Co. Files for Chapter 11 Bankruptcy
------------------------------------------------------------------
Wild Wings Over Tampa Bay, LLC, has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Middle
District of Florida.

Matt and Stanley Ross were listed in corporation records as
company owners.

Dianne Crowley, one of Wild Wings' founders, said that the Company
was a franchisee of the South Carolina-based Wild Wing Cafe chain,
Michael Sasso at The Tampa Tribune reports.  Citing Ms. Crowley,
The Tampa Tribune, states that the recession has hurt Wild Wings'
liquor sales, while other franchisees have been successful.

Wild Wings Over Tampa Bay, LLC, dba Wild Wings Cafe, is based in
Tampa, Florida.  It operates 34 restaurants around the U.S.


WILLIAM LYON: Taps Windes & McClaughry to Replace E&Y
-----------------------------------------------------
The Audit Committee of the Board of Directors of William Lyon
Homes recently conducted a competitive process to determine the
Company's independent registered public accounting firm.  As a
result of this process, on July 16, 2009, the Audit Committee
approved the engagement of Windes & McClaughry Accountancy
Corporation as the Company's independent registered public
accounting firm.

Also, on July 16, the Audit Committee resolved to dismiss Ernst &
Young LLP as the Company's independent registered public
accounting firm, and E&Y was notified of this action on July 17,
2009.

During the fiscal years ended December 31, 2007, and December 31,
2008, and the subsequent interim period through July 16, 2009, the
Company had (i) no disagreements with E&Y on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.  However, E&Y advised
the Company and the Audit Committee of the material weakness as
existing as of December 31, 2008.

During the year ended December 31, 2008, the Company reviewed all
of its homebuilding projects and land held for development for
indicators of impairment, both of which are included in real
estate inventories on the Company's consolidated balance sheets.
The Company assesses projects for impairment in accordance with
Statement No. 144, Accounting for the Impairment of Long-Lived
Assets, which requires impairment losses to be recorded on real
estate inventories when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by the
project are less than the carrying amount.  The assumptions and
judgments used by the Company in the estimation process to
determine the future undiscounted cash flows of a project and its
fair value are inherently uncertain and require a substantial
degree of judgment.

The Company's assumptions include, but are not limited to: (i)
estimated sales prices, including sales incentives, (ii)
anticipated sales absorption rates and sales volume, (iii) project
costs incurred to date and the estimated future costs of the
project, (iv) the carrying costs related to the time a project is
actively selling until it closes the final unit in the project,
and (v) alternative strategies including selling the land to a
third party or temporarily suspending development on the project.
Each project has different assumptions and is based on
management's assessment of the current market conditions that
exist in each project location.

Controls over the period-end financial reporting process for the
validity of assumptions used for the estimated sales price on two
projects were not effective.  This resulted in a significant
additional impairment adjustment to the Company's consolidated
financial statements at December 31, 2008.  Specifically, controls
were not effective to ensure accounting estimates based on these
estimated sales prices were appropriately reviewed, analyzed and
challenged by management on a timely basis.

The Company has authorized E&Y to respond fully to the inquiries
of Windes concerning this matter.

E&Y's reports on the Company's consolidated financial statements
for the fiscal years ended December 31, 2007, and December 31,
2008, do not contain any adverse opinion or disclaimer of opinion,
nor are they qualified or modified as to uncertainty, audit scope,
or accounting principles, except that each such report noted that
E&Y had not been engaged to perform an audit of the Company's
internal controls over financial reporting and, accordingly,
expressed no opinion on the effectiveness of the Company's
internal control over financial reporting.  Pursuant to temporary
rules of the Securities and Exchange Commission, the Company's
internal controls for the applicable periods were not subject to
audit by the Company's registered public accounting firm.

During the fiscal years ended December 31, 2007, and December 31,
2008, and the subsequent interim period through July 15, 2009,
neither the Company nor anyone on its behalf has consulted with
Windes regarding (i) the application of accounting principles to a
specific transaction, either completed or proposed, (ii) the type
of audit opinion that might be rendered on the Company's financial
statements, (iii) any matter that was the subject of a
disagreement of the type described in Item 304(a)(1)(iv) of
Regulation S-K, or (iv) any reportable event within the meaning of
Item 304(a)(1)(v) of Regulation S-K.

                       About William Lyon

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated homebuilding revenues and net income including
charges for the 12 months ended March 31, 2009 were approximately
$458 million and $(180) million, respectively.

As reported by the Troubled Company Reporter on June 12, 2009,
Moody's Investors Service affirmed William Lyon's corporate family
rating of Caa2 and changed its probability of default rating to
Caa2/LD from Ca, following the company's announcement that its
tender offer, which was extended to all of its senior noteholders
on April 13, 2009, had expired on June 5, 2009.  Subsequent to the
offer, approximately $53 million (or 11%) of William Lyon's
outstanding senior notes were tendered at substantial discounts to
par.  The transactions constitute a distressed exchange and a
limited default by Moody's definition.

The TCR said June 18, 2009, that Standard & Poor's Ratings
Services raised its corporate credit rating on William Lyon to
'CCC-' from 'SD' (selective default).  The outlook is negative.
S&P also raised S&P's ratings on the company's senior unsecured
notes to 'CC' from 'D'.  The upgrades follow S&P's review of
William Lyon's capital structure with adjustments for the recent
tender for some of its notes.  Standard & Poor's credit analyst
James Fielding said, "We viewed the below-par exchange as
tantamount to default given the distressed financial condition of
the company.  S&P's 'CCC-' corporate credit rating on the company
reflects S&P's view that the company remains highly leveraged on a
pro forma basis, as well as our expectations that covenant
pressures will heighten if operating losses continue to mount."


WR GRACE: Plan Proponents File Phase II Pre-Trial Statement
-----------------------------------------------------------
W.R. Grace & Co., its debtor affiliates, the Official Committee
of Asbestos Personal Injury Claimants, the Representative for
Future Asbestos Personal Injury Claimants, and the Official
Committee of Equity Security Holders, filed with the U.S.
Bankruptcy Court for the District of Delaware a pre-trial
statement describing the factual and legal contentions that may
be tackled at the Phase II pre-trial slated on July 27, 2009,
regarding the confirmation of the Debtors' First Amended Chapter
11 Plan of Reorganization.

The Debtors also informed the Court of the witnesses that the
Plan Proponents expect to call during the pre-trial.

Apart from the issues relating to the confirmation of the First
Amended Plan, the Debtors will also present evidence and
arguments with respect to the impairment of the claims of (i) the
Bank lender Group, (ii) Morgan Stanley Senior Funding
Incorporation, (iii) Anderson Memorial Hospital, (iv) The Scotts
Company LLC, and (v) the Libby Claimants.  Other indirect claims
and unsettled insurers' issues will also be heard before the
Court on July 27.

In this regard, the Plan Proponents filed with the Court an
amended description of witness testimonies for the Hearing, a
full text-copy of which is available for free at:

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

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Bank Lenders, et al., File Phase II Pre-Trial Statement
-----------------------------------------------------------------
A group of bank debt holders composed of Anchorage Advisors, LLC,
Avenue Capital Group, Bass Companies, Caspian Capital Advisors,
LLC and Catalyst Investment Management Co.; and the Official
Committee of Unsecured Creditors filed a joint pre-trial
memorandum in opposition to the confirmation of the Debtors'
First Amended Joint Plan of Reorganization.

The Bank Lenders and the Creditors' Committee maintains that the
Plan violates the absolute priority rule of Section 1129(b) of
the Bankruptcy Code and the best interest of creditors test of
Section 1129(a)(7) as the Debtors have proposed a Plan that seeks
to retain value for shareholders before paying creditors in full
under their contracts.

The Debtors have made every effort in their bankruptcy cases to
avoid confronting the fact that there are no considerations at
all, much less compelling ones, that justify denying the Bank
Lenders their contractual rights, Lewis Kruger, Esq., at Stroock
& Stroock & Lavan LLP, in New York, asserts.

Mr. Kruger also asserts that there is no real dispute as to the
value of the Debtors' assets or the amount of their non-asbestos
liabilities.  He points out that the Debtors, supported at the
time by the Creditors' Committee, put forward in the asbestos
estimation trial an estimate as to the amount of their asbestos
personal injury liability an amount that would conclusively
establish solvency when added to the value of the Debtors'
assets.  He says the Bank Lenders and the Creditors' Committee
intend to submit the Debtors' estimation case into evidence at
confirmation.

Mr. Kruger further asserts that "evidence" of solvency does not
have to be established at all in this case.  He points out that
outside a consensual plan, Section 1129(b)'s absolute priority
rule tolerates shareholders retaining property in only a single
circumstance -- payment of the impaired unsecured creditors class
in full.  The Debtors' solvency, according to Mr. Kruger, is
established by their own estimate of the value that is to be
retained by current shareholders under the Plan -- stock that the
Debtors concede is worth between $430 million and $821 million.

Based on earlier filings in the Debtors' bankruptcy cases, the
Creditors' Committee and Bank Lenders suspect that the Debtors
will seek to overcome the solvency and interest payment
presumptions by concocting reliance-based arguments to establish
that the Bank Lenders have somehow agreed to accept less than
their contract rate as proposed by the Plan.  Mr. Kruger says the
Creditors' Committee and Bank Lenders will be prepared to rebut
those contentions at the confirmation hearing if necessary.
Those arguments are incorrect as a matter of fact and black-
letter law, Mr. Kruger argues.  At most, the Debtors have alleged
that they had a "deal" with the Creditors' Committee over co-
sponsorship of a long-dead plan.  Mr. Kruger notes that the Court
has already found that the relevant letter agreements between the
Creditors' Committee and the Debtors are "no longer in effect."
The Bank Lenders never signed anything and were not parties to
any deal, and black-letter law establishes that the Creditors'
Committee cannot bind any individual creditor, including the Bank
Lenders, to an agreement altering those creditor's contract
rights in any manner, Mr. Kruger asserts.

Accordingly, the Creditors' Committee and the Bank Lenders ask
the Court to deny confirmation of the Plan unless the Bank
Lenders are paid post-petition interest at the contractual
default rate.

Morgan Stanley Senior Funding, Inc., in a separate brief, asserts
that its rights can only be left "unaltered" if it receives
postpetition interest at the one and only rate set forth in its
contract, irrespective of the label placed on that interest.

Other parties who filed pre-trial briefs opposing confirmation of
the Plan are:

  (1) Allstate Insurance Company

  (2) Fireman's Fund Insurance Company, Allianz S.P.A.

  (3) Continental Casualty Company, Transportation Insurance
      Company

  (4) Kaneb Pipe Line Operating Partnership, L.P. And Support
      Terminal Services, Inc.

  (5) General Insurance Company of America

  (6) AIU Insurers

  (7) National Union Fire Insurance Co.

  (8) The Scotts Company LLC

  (9) Longacre Master Fund, Ltd. and Longacre Capital Partners
      (QP), L.P.

(10) Garlock Sealing Technologies, LLC

(11) Hartford Accident and Indemnity Company, et al.

(12) OneBeacon America Insurance Company and Seaton Insurance
      Company

(13) Government Employees Insurance Company and Republic
      Insurance Company

(14) Anderson Memorial Hospital

(15) AXA Belgium

(16) the Libby Claimants or claimants injured by exposure to
      asbestos from the Debtors' operations in Lincoln County,
      Montana

(17) BNSF Railway Company, Travelers Casualty and Surety
      Company and London Market Insurance Companies

(18) State of Montana

(19) the Edwards Judgment Claimants

(20) Zurich Insurance Company and Zurich International
      (Bermuda) Ltd.;

(21) Federal Insurance Company

(22) Garlock Sealing Technologies, LLC

Fireman's Fund contends that the Debtors' Plan should only be
confirmed if it is modified to (i) classify Fireman's Fund's $43-
million contingent contractual indemnity claim as a Class 9 Claim
entitled to 100% recovery, and (ii) preserve Fireman Fund's
setoff rights, thereby satisfying Section 1129 of the Bankruptcy
Code.

In separate filings, the Libby Claimants, the Official Committee
of Unsecured Creditors and Bank Lender Group sought the Court's
authority for leave "to exceed page limitation rule" for trial
brief in opposition to the First Amended Plan.

Jonathan Lee Riches, acting pro se, asked the Court to allow him
to intervene in the Phase II Confirmation Hearing as a creditor
in the Debtors' cases.  Judge Fitzgerald directed Mr. Riches to
show cause as to why his request to intervene should not be
stricken.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: U.S. Trustee Files Phase II Pre-Trial Brief
-----------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
intends to address these issues at the Phase II Confirmation
Hearing:

  * The Asbestos PI and Asbestos PD Channeling Injunctions are
    overbroad in the inclusion of certain entities that are not
    entitled to the injunctions.

  * The general releases are overbroad in that certain
    beneficiaries of those releases are not permitted under
    relevant law to be released from all prepetition conduct.

  * The Plan Proponents need to prove under the relevant law
    why certain entities who did not provide a contribution to
    this reorganization, including former officers and directors
    and those Representatives of the Non-Debtor Affiliates,
    should be exculpated from virtually any postpetition
    conduct.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YITZCHOK SCHWARTZ: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Yitzchok Schwartz
                aka Isaac Schwartz
                40 Middletown Street, Apt. 2A
                Brooklyn, NY 11206

Case Number: 09-46328

Involuntary Petition Date: July 28, 2009

Court: Eastern District of New York

Judge: Carla E. Craig

Petitioner's Counsel: Joseph Fox, Esq.
                      jfox@joefoxlaw.com
                      60 East 42nd Street, Suite 2231
                      New York, NY 10165
                      Tel: (212) 949-8300
                      Fax: (212) 864-1428

   Petitioner                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Shlomo Karpen                  loan                 $78,000
329 Hewes Street
Brooklyn, NY 11211


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Kal E. Kirkle
      Deborah S. Kirkle
   Bankr. E.D. Calif. Case No. 09-92259
      Chapter 11 Petition filed July 21, 2009
         Filed as Pro Se

In Re La Scuola, Inc.
       fka Kiddie Academy, Inc.
   Bankr. S.D. Fla. Case No. 09-24867
      Chapter 11 Petition filed July 21, 2009
         See http://bankrupt.com/misc/flsb09-24867p.pdf
         See http://bankrupt.com/misc/flsb09-24867c.pdf

In Re Big Apple Physicians, LLC
   Bankr. C.D. Calif. Case No. 09-26579
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/cacb09-26579.pdf

In Re Robert Joseph Manoharan
       dba Meals N Snacks, Inc. - Spice Hut
       fdba Platuno, Inc.
      Mary R. Joseph
   Bankr. N.D. Calif. Case No. 09-55968
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/canb09-55968.pdf

In Re Jupiter Lawn and Garden, Inc.
   Bankr. S.D. Fla. Case No. 09-24906
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/flsb09-24906.pdf

In Re Michael Mace Enterprises, Inc.
       dba Kelley's Garden Center
   Bankr. S.D. Fla. Case No. 09-24908
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/flsb09-24908.pdf

In Re Norman A. Scott
      Jacqueline R. Scott
   Bankr. S.D. Fla. Case No. 09-24941
      Chapter 11 Petition filed July 22, 2009
         Filed as Pro Se

In Re Michael A. Gregorakos
   Bankr. N.D. Ga. Case No. 09-78940
      Chapter 11 Petition filed July 22, 2009
         Filed as Pro Se

In Re Sundance Kansas LLC
       dba Dominos Pizza
   Bankr. D. Kans. Case No. 09-12324
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/ksb09-12324.pdf

In Re Thurman O. Person, Jr.
      Sharon D. Jones-Person
   Bankr. D. Md. Case No. 09-23352
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/mdb09-23352.pdf

In Re H&B Industries, Inc.
   Bankr. E.D. Mich. Case No. 09-33919
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/mieb09-33919p.pdf
         See http://bankrupt.com/misc/mieb09-33919c.pdf

In Re Midtown Chicken, Inc.
   Bankr. S.D.N.Y. Case No. 09-14580
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/nysb09-14580.pdf

In Re ECL Plastics, Inc.
   Bankr. N.D. Ohio Case No. 09-34916
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/ohnb09-34916.pdf

In Re Caribe Shipping Company Inc.
   Bankr. D. P.R. Case No. 09-06027
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/prb09-06027.pdf

In Re Todaro Enterprises, Inc.
   Bankr. N.D. Tex. Case No. 09-34683
      Chapter 11 Petition filed July 22, 2009
         See http://bankrupt.com/misc/txnb09-34683.pdf

In Re Nortac Land Development LLC
       dba Pacifica Grp 49/11
       dba Nortac Land Dev LLC
   Bankr. C.D. Calif. Case No. 09-19200
      Chapter 11 Petition filed July 23, 2009
         Filed as Pro Se

In Re 1944 Menalto Ave., LLC
   Bankr. N.D. Calif. Case No. 09-32062
      Chapter 11 Petition filed July 23, 2009
         Filed as Pro Se

In Re Paul Fairfax Soares
       aka Paul F. Soares
       aka Paul Soares
   Bankr. N.D. Calif. Case No. 09-55986
      Chapter 11 Petition filed July 23, 2009
         Filed as Pro Se

In Re Timothy F. Geraci PC
   Bankr. N.D. Calif. Case No. 09-46615
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/canb09-46615.pdf

In Re First Class Truck Training Institute
       dba First Class CDC Services
   Bankr. M.D. Fla. Case No. 09-15845
      Chapter 11 Petition filed July 23, 2009
         Filed as Pro Se

In Re Funding Services, Inc.
   Bankr. S.D. Fla. Case No. 09-25098
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/flsb09-25098.pdf

In Re Georgia Sod & Erosion, Inc.
   Bankr. N.D. Ga. Case No. 09-12585
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/ganb09-12585.pdf

In Re Temple Healthcare, Inc.
   Bankr. N.D. Ga. Case No. 09-79008
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/ganb09-79008.pdf

In Re HOAM, LLP
   Bankr. D. Md. Case No. 09-23471
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/mdb09-23471p.pdf
         See http://bankrupt.com/misc/mdb09-23471c.pdf

In Re Brio Management, LLC
   Bankr. W.D. Mich. Case No. 09-08746
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/miwb09-08746.pdf

In Re Editech, Inc.
       dba itech-Redstone
       dba Editech Post Production
   Bankr. D. Neb. Case No. 09-81934
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/neb09-81934.pdf

In Re Damian Betancourt, D.D.S., Ltd.
   Bankr. D. Nev. Case No. 09-23216
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/nvb09-23216p.pdf
         See http://bankrupt.com/misc/nvb09-23216c.pdf

In Re Thomas R. Inge
   Bankr. D. N.J. Case No. 09-29065
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/njb09-29065.pdf

In Re Clifford Gonzalez
   Bankr. S.D.N.Y. Case No. 09-23320
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/nysb09-23320.pdf

In Re Richard L. Hoodenpyle, DMD, PA
   Bankr. W.D. N.C. Case No. 09-20153
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/ncwb09-20153.pdf

In Re Jet Center Inc.
   Bankr. D. P.R. Case No. 09-06064
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/prb09-06064.pdf

In Re Everst Theaters, Inc.
   Bankr. N.D. Tex. Case No. 09-34718
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/txnb09-34718.pdf

In Re Lopez Consulting Group, PLC T/A Lopez Company
   Bankr. E.D. Va. Case No. 09-15871
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/vaeb09-15871p.pdf
         See http://bankrupt.com/misc/vaeb09-15871c.pdf

In Re Terrascape Design Build Co., Inc.
   Bankr. E.D. Va. Case No. 09-15843
      Chapter 11 Petition filed July 23, 2009
         See http://bankrupt.com/misc/vaeb09-15843.pdf

In Re Joseph Michael Kennedy
      Peggy Diane Kennedy
   Bankr. D. Ariz. Case No. 09-17334
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/azb09-17334.pdf

In Re Nancy's Tree Planting, Inc.
   Bankr. D. Conn. Case No. 09-51424
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/ctb09-51424.pdf

In Re Two Hundred Seventy Railroad Street, LLC
   Bankr. D. Conn. Case No. 09-51426
      Chapter 11 Petition filed July 24, 2009
         Filed as Pro Se

In Re Kainos Partners Las Vegas, LLC Operating Series 20
   Bankr. D. Del. Case No. 09-12625
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/deb09-12625.pdf

In Re ET Auto Sales, Inc.
   Bankr. M.D. Fla. Case No. 09-10678
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/flmb09-10678.pdf

In Re James M. Davidson
   Bankr. E.D. Ky. Case No. 09-61117
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/kyeb09-61117.pdf

In Re Resource Energy Technologies, LLC
   Bankr. W.D. Ky. Case No. 09-33669
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/kywb09-33669.pdf

In Re Starlite Property, LLC
   Bankr. D. Nev. Case No. 09-23323
      Chapter 11 Petition filed July 24, 2009
         Filed as Pro Se

In Re Granite State Poker, LLC
   Bankr. D. N.H. Case No. 09-12761
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/nhb09-12761.pdf

In Re Gramms, LLC, t/a Evan's International Collision
       aka International Collision & Auto Sale Center
   Bankr. E.D. Pa. Case No. 09-15426
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/paeb09-15426.pdf

In Re Robert Allan Mischke
      Daisy V. Mischke
   Bankr. M.D. Tenn. Case No. 09-08318
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/tnmb09-08318.pdf

In Re Richard White
   Bankr. S.D. Tex. Case No. 09-35259
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/txsb09-35259.pdf

In Re Xpedite Group, LLC
   Bankr. W.D. Tex. Case No. 09-52760
      Chapter 11 Petition filed July 24, 2009
         See http://bankrupt.com/misc/txwb09-52760.pdf

In Re Toy Rocket Inc.
   Bankr. C.D. Calif. Case No. 09-29311
      Chapter 11 Petition filed July 26, 2009
         See http://bankrupt.com/misc/cacb09-29311.pdf

In Re Francisco T Cervantes
   Bankr. C.D. Calif. Case No. 09-29439
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/cacb09-29439.pdf

In Re Emily Fusami Kashida
   Bankr. C.D. Calif. Case No. 09-29379
      Chapter 11 Petition filed July 27, 2009
         Filed as Pro Se

In Re Medici Health Care Providers, S.C.
   Bankr. N.D. Ill. Case No. 09-27149
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/ilnb09-27149.pdf

In Re Eight Bulls, LP
   Bankr. D. N.J. Case No. 09-29356
      Chapter 11 Petition filed July 27, 2009
         Filed as Pro Se

In Re Herbert Alphanso Steed
   Bankr. S.D.N.Y. Case No. 09-14639
      Chapter 11 Petition filed July 27, 2009
         Filed as Pro Se

In Re Monterrey Mexican Restaurant of Kernersville, Inc.
   Bankr. M.D. N.C. Case No. 09-51469
      Chapter 11 Petition filed July 27, 2009
         Filed as Pro Se

In Re Clarence Gray
       fdba Gray and Son
      Ora Kay Gray
   Bankr. S.D. Ohio Case No. 09-14728
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/ohsb09-14728p.pdf
         See http://bankrupt.com/misc/ohsb09-14728c.pdf

In Re Greene Mountain Investments, LLC
       dba Riverside Market
   Bankr. E.D. Tenn. Case No. 09-52054
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/tneb09-52054p.pdf
         See http://bankrupt.com/misc/tneb09-52054c.pdf

In Re Michael Pont
     Donna Marie Engelberts-Pont
   Bankr. E.D. Tenn. Case No. 09-52059
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/tneb09-52059p.pdf
         See http://bankrupt.com/misc/tneb09-52059c.pdf

In Re William Christopher Raines
   Bankr. W.D. Tenn. Case No. 09-13019
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/txwb09-13019.pdf

In Re Hoot General Construction Company, Inc.
   Bankr. S.D. Tex. Case No. 09-35301
      Chapter 11 Petition filed July 27, 2009
         See http://bankrupt.com/misc/txsb09-35301.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **