TCR_Public/090804.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 4, 2009, Vol. 13, No. 214

                            Headlines

A & M FLORIDA: Voluntary Chapter 11 Case Summary
ABELAR COELHO: Voluntary Chapter 11 Case Summary
ADAM VOLZ: Case Summary & 3 Largest Unsecured Creditors
ADVENTRX PHARMACEUTICALS: NYSE Accepts Listing Compliance Plan
AFFILIATED FOODS: Bankruptcy Wipes Out $34MM in Investments

AFFIRMATIVE EQUITIES: Will Auction Off Patrick Henry Hotel
AGFC CAPITAL: Moody's Cuts Preferred Stock Rating to 'Ba3'
AIRPORT CHURCH: Case Summary & 5 Largest Unsecured Creditors
ALLIS-CHALMERS ENERGY: Swings to $90,000 Net Loss for Q2 2009
AMBAC ASSURANCE: S&P Corrects Sevier Airport Revenue Bond Ratings

AMERICAN INT'L: Board Names Robert Benmosche President & CEO
AMERICAN LOCKER: Inks Receivables Purchase Deal with Gulf Coast
AMR CORP: Unit Closes $276 Million Private Debt Sale
AMR CORP: Fitch Affirms Issuer Default Rating at 'CCC'
AROMAS-SAN JUAN: Fitch Affirms 'BB+' Rat6ing on $11.5 Mil. Bonds

ARRAYIT CORP: Berman Hopkins Raises Going Concern Doubt
ARROWHEAD GENERAL: S&P Affirms Junks Rating on 2nd-Lien Sec. Debt
ASARCO LLC: Vedanta Won't Beef Up Offer for Assets
BABCOCK QUARTER: Has Until Aug. 7 to File Schedules & Statements
BABCOCK QUARTER: Meeting of Creditors Scheduled for August 21

BALTIMORE MAYOR: S&P Gives Negative Outlook on 2006-B Bonds
BAMBOO ABBOTT: Meeting of Creditors Scheduled for September 17
BANK OF AMERICA: Pays $33MM to Settle SEC Suit on Merrill Bonuses
BANKUNITED FINANCIAL: Common Stock Delisted by Nasdaq
BCH LAND HOLDING: Case Summary & 8 Largest Unsecured Creditors

BERNARD MADOFF: Picower Seeks Dismissal of Trustee Fraud Claims
BRAINTECH INC: EVP Osborn to Get Stock for July-Sept. Salary
BRAINTECH INC: Gets $3MM SVB and $1.5MM 60-Day Credit Facilities
BRSP LLC: S&P Changes Outlook to Negative; Retains 'CC' Rating
C & L LOFTS: Case Summary & 4 Largest Unsecured Creditors

CABINET DOOR: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Court Approves Settlement With Noteholders
CASTLE MEGASTORE: Emerges from Chapter 11; Names Franks as CEO
CELL THERAPEUTICS: Files Monthly Update at CONSOB's Directive
CELL THERAPEUTICS: Registers 8,432,981 Shares of Common Stock

CENTERLINE CAPITAL: S&P Affirms Counterparty Rating at 'B+'
CIT GROUP: Raises Offer to 87.5 Cents on the Dollar
COLONIAL BANCGROUP: Fitch Downgrades Issuer Default Rating to 'C'
CONSTELLATION ENERGY: Fitch Downgrades Junior Notes to 'BB+'
CONTINENTAL AIRLINES: Fitch Affirms Issuer Default Rating at 'B-'

COOPER-STANDARD: Files Chapter 11 to Restructure Balance Sheet
COOPER-STANDARD: Case Summary & 30 Largest Unsecured Creditors
COREL CORP: Hagerman Assumes CEO Post on Permanent Basis
COYOTES HOCKEY: Glendale Can Keep Some Negotiation Files Private
COYOTES HOCKEY: Jerry Reinsdorf's Bid Gets NHL's Approval

CRESCENT RESOURCES: U.S. Trustee Appoints 6 Members to Panel
CRESCENT RESOURCES: Committee Retains Martine Winn as Counsel
CRESCENT RESOURCES: Top Executives Got $9.2MM Before Bankr. Filing
CRISMON CAPITAL: Voluntary Chapter 11 Case Summary
D & L SALES: Case Summary & 10 Largest Unsecured Creditors

DBSI INC: Interim Report on Fraud Probe to Be Released Today
DELTA AIR LINES: Air New Zealand Opposes Delta-Virgin Tie Up
DELTA AIR LINES: Bastian Disposed Of 20,000 Delta Shares July 28
DELTA AIR LINES: Techops and Hawaiian Air Have Support Pact
DETROIT PUBLIC SCHOOLS: Bankruptcy is Worst Option, Union Says

DHP HOLDINGS: Hires Landis Rath as Special Litigation Counsel
DONALD WOLSEY BARRETT: Case Summary & 20 Largest Unsec. Creditors
DUANE READE: Posts $11.6 Million Net Loss for Q2 2009
DUANE READE: Unveils Pricing of 11.75% Sr. Sec. Notes Offering
ELECTROGLAS INC: Can Hire Pepper Hamilton as Bankruptcy Counsel

ELECTROGLAS INC: U.S. Trustee Appoints Three to Creditors' Panel
ELEMENT ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
ELLIS BROWN: Case Summary & 20 Largest Unsecured Creditors
ELLSRAY CAPITAL LLC: Voluntary Chapter 11 Case Summary
ENERGY PARTNERS: Court Confirms Plan; In Talks for Exit Financing

ERNIE HAIRE: Accepting Bids for Assets Until August 14
F.D. WILSON TRUCKING: Case Summary & 20 Largest Unsec. Creditors
FAIRPOINT COMMUNICATIONS: Fitch Cuts Issuer Default Rating to 'RD'
FAIRPOINT COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'SD'
FINLAY ENTERPRISES: May Have Bids in Advance of Possible Filing

FIRSTBANK PUERTO: Moody's Reviews Ba1 Deposit Rating
FLORIDA YACHT: Case Summary & 20 Largest Unsecured Creditors
FORTICELL BIOSCIENCE: Wants Court to Dismiss Chapter 11 Case
FONTAINEBLEAU: Committee Retains Fox Rothschild as Co-Counsel
FONTAINEBLEAU: Committee Retains Genovese as Co-Counsel

FONTAINEBLEAU: Proposes to Reject 33 Employment And Sales Pacts
FONTAINEBLEAU: Proposes to Reject Town Square Lease
FONTAINEBLEAU: Sued by Turnberry West to Assert Liens
FOOTHILLS RESOURCES: Court Declines to Approve Employee Bonuses
FORD MOTOR: Reports First Auto Sales Increase in 2009

FOUNDATION COAL: Moody's Confirms 'Ba2' Corporate Family Rating
FREMONT GENERAL: Files Investment Incentive Plan for 2007 and 2008
FRONTIER AIRLINES: Bidders' Final Proposals Due August 10
FRONTIER AIRLINES: Gives Information on Directors
FRONTIER AIRLINES: Proposes Morgan Stanley Fuel Supply Contract

GENERAL MOTORS: ACE American Wants Prompt Decision on Contract
GENERAL MOTORS: Buyout Offer for UAW Workers Expires
GENERAL MOTORS: ESIS Inc. Wants Prompt Decision on Agreement
GENERAL MOTORS: Toyota to Liquidate Stake in Nummi JV
GENERAL MOTORS: Opel May Be Sent to Bankr. Absent Sale Consensus

GENOA HEALTHCARE: CEO Departure Won't Affect Moody's 'B2' Rating
GEORGIA GULF: Completes Private Debt Exchange Offer
GLEN SCOTT LANG: Case Summary & 13 Largest Unsecured Creditors
GOODYEAR TIRE: 2Q Results on Track to Meet Expectations, S&P Says
GPS INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

GREY GOOSE FARMS: Voluntary Chapter 11 Case Summary
GTC BIOTHERAPEUTICS: Closes Securities Purchase Deal with LFB
GTC BIOTHERAPEUTICS: Net Loss Widens to $10.8 Million in Q2 2009
HANGER ORTHOPEDIC: Moody's Upgrades Corp. Family Rating to 'B1'
HANOVER INSURANCE: S&P Withdraws 'BB-' Rating on $300 Mil. Notes

HARVEST ENERGY: S&P Downgrades Corporate Credit Rating to 'B-'
HAWAII SUPERFERRY: Disclosure Statement Hearing Set for August 11
HAWAII SUPERFERRY: Files New Schedules of Assets and Liabilities
HAWAII SUPERFERRY: Parent Files New Schedules of Assets & Debts
HAWAII SUPERFERRY: Panel Taps Kelley Drye as Lead Counsel

HAWAII SUPERFERRY: Panel Wants Atlantic Law as Local Counsel
HAYES LEMMERZ: Gets Court Approval to Move Ahead With Barnes' Suit
HAYES TENNESSEE: Voluntary Chapter 11 Case Summary
HCA INC: Moody's Assigns 'Ba3' Rating on $750 Million Senior Notes
HEADWATERS INC: S&P Downgrades Ratings on Convertible Notes to 'D'

HOWARD GOLDSTEIN: Case Summary & 20 Largest Unsecured Creditors
HRP MYRTLE: Counsel to Get $1 Mil.; Unsec. Creditors Get Nothing
IMPLANT SCIENCES: Amends 2008 Annual Report to Address SEC Issues
INDALEX HOLDINGS: Completes Sale to Sapa Holding
ING CLARION: Fitch Affirms 'CSS2+' Special Servicer Rating

INTERNATIONAL LEASE: Moody's Cuts Preferred Stock Rating to 'Ba2'
JAYAMPATH DHARMASURIYA: Section 341(a) Meeting Set for August 20
JAYAMPATH DHARMASURIYA: US Trustee Wants to Convert Case to Ch. 7
JEVIC TRANSPORTATION: Sun Capital Can Remove Workers' Class Action
JOHN MCMILLAN: Case Summary & 20 Largest Unsecured Creditors

JOSE JUAN DIAZ ORTIZ: Voluntary Chapter 11 Case Summary
KENNETH GWYNN: Case Summary & 20 Largest Unsecured Creditors
LA JOLLA: U.S. Trustee Sets Meeting of Creditors for August 18
LANDMARK COMMUNITY: Loudoun Easterner Ceases Publication
LAS VEGAS SANDS: Moody's Reviews 'B3' Corp. Rating for Downgrade

LRC BATTERY CREEK: Case Summary & 20 Largest Unsecured Creditors
LYONDELL CHEMICAL: Reaches Stipulation on Palms Action
LYONDELL CHEMICAL: Sees September 30 Shutdown of Chocolate Bayou
MAGNACHIP SEMICONDUCTOR: May Now Send Plan to Creditors
MARK DESJEAN: Case Summary & 19 Largest Unsecured Creditors

MAX LANG: Case Summary & 6 Largest Unsecured Creditors
MEADOW INDEMNITY: Voluntary Chapter 15 Case Summary
MERCER INT'L: Posts EUR11.4 Million Net Loss for Q2 2009
MERISANT WORLDWIDE: Court Orders Appointment of Fee Examiner
MGM MIRAGE: Swings to $212.5 Million Net Loss in Q2 2009

MICHAEL SIZEMORE: Voluntary Chapter 11 Case Summary
MILLENNIUM TRANSIT: Court Transfers Case to Judge James Starzynski
MORRIS PUBLISHING: Lenders Cut Revolving Loan Commitment to $60MM
MPG PARKLAND: Case Summary & 18 Largest Unsecured Creditors
NORTH MIAMI: Case Summary & 20 Largest Unsecured Creditors

OPUS WEST: Asks for Injunction Against Utilities
OPUS WEST: Presents Bonus Program for Critical Employees
OPUS WEST: Proposes to Pay Prepetition Employee Wages
OWENS CORNING: Delaware Unit's 1st Quarter 2009 Summary Report
OWENS CORNING: Judge Fitzgerald Resets Omnibus Hearing to Sept. 22

PACIFIC CAPITAL: $363 Mil. Loss Cues Moody's to Junk Issuer Rating
PATRIOT HOMES: To Auction Texas and Indiana Properties
PATRIOT HOMES: Wants DIP Termination Date Extended to August 28
PEOPLE AGAINST DRUGS: Thompson & Knight Replaces Strasburger
PHOENIX WORLDWIDE: Files Schedules of Assets and Liabilities

PLIANT CORP: Reaches Deal with Apollo on Chapter 11 Plan
POMARE LTD: Can Obtain Up to $1 Million Under Credit Agreement
POMARE LTD: Can Use Purchase Money Creditors' Cash Collateral
PREGIS CORPORATION: Moody's Affirms 'B3' Corporate Family Rating
PROTOSTAR LTD: Can Access $2MM of DIP Financing with Credit Suisse

PROVIDENT ROYALTIES: Court Okays Sale Protocol; Bids Due August 18
QUEST RESOURCE: Amends 2008 Annual Report to Correct Errors
QUEST RESOURCE: Files Sept. 2008 Qtr Report, 2007 Restatement
RAINBOWS UNITED: Missed Over $2.3MM in Tax Payments for 2 Yrs.
REFCO INC: Post-Confirmation Quarterly Report for Q2 2009

RHODE ISLAND HEALTH: S&P Affirms 'BB' Rating on 1998 Bonds
RHODE ISLAND HEALTH: S&P Cuts Rating on 1999 Bonds to 'BB-'
SENTINEL MANAGEMENT: Court Dismisses Suit Against Bank of New York
SIRIUS INTERNATIONAL: Moody's Affirms Preferred Shares at 'Ba3'
SPORTSMAN'S WAREHOUSE: Court Confirms 2nd Amended Joint Plan

TEMECULA VALLEY BANCORP: To File Chapter 7 Petition by August 18
TEMECULA VALLEY BANCORP: Philip Guldeman Resigns as CFO
TERPHANE HOLDING: Moody's Cuts Corporate Family Rating to 'Caa3'
TORREYPINES THERAPEUTICS: Amends Employment Deal with CEO, et al.
TORREYPINES THERAPEUTICS: Cancels Shareholders' Meeting

TOWER AUTOMOTIVE: PCT Reaches Deal with SPS to Reduce Claims
TOWER AUTOMOTIVE: Post Consummation Trust Disbursed $467,000 in Q1
TOWER AUTOMOTIVE: TAI Mediation with Acemco Fail to Reach Deal
TRIBUNE CO: Proposes Management Incentive Plan
TRIBUNE CO: Wants Plan Filing Deadline Moved to November 30

TRIBUNE CO: Alvarez & Marsal Bills $3MM for March-May Work
TRIBUNE CO: Expands Scope of PwC Work as Tax Advisors
TRIBUNE CO: Nielsen Media Withdraws $3.4-mil. Claims
TRUMP ENTERTAINMENT: To Be Bought for $100MM by Donald Trump, BNAC
TVI CORP: U.S. Trustee Refuses to Appoint Equity Committee

TXCO RESOURCES: Nasdaq Disqualifies and Delists Common Stock
VALMONT INDUSTRIES: S&P Raises Corporate Credit Rating From 'BB+'
VISTEON CORP: Nissan Trading Wants Payment of $630,000 Claim
VISTEON CORP: Panasonic Withdraws Adequate Assurance Request
VISTEON CORP: Retirees Oppose Termination of Benefit Plans

ZILA INC: Misses Quarterly Interest Payment Due July 31
ZILA INC: Tolmar Amends Merger Deal, Raises Per Share Offer

* Less DIP Financings Available as Corporate Defaults Increase
* Credit-Card Defaults Rose in June on Unemployment, Fitch Says
* Scott Pinsonnault Joins Bridge Associates' Turnaround Practice

* Large Companies With Insolvent Balance Sheets

                            *********


A & M FLORIDA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: A & M Florida Properties, LLC
        GFI Management Services Inc.
        50 Broadway - 4th Floor
        New York, NY 10004

Bankruptcy Case No.: 09-14797

Chapter 11 Petition Date: July 31, 2009

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

Debtor's Counsel: Kevin J. Nash, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KJNash@Finkgold.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 Frederick Mehlman, chief executive
officer - GFI of the Company.


ABELAR COELHO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Abelar Coelho
        4 Brookfield Road
        Winthrop, MA 02152

Bankruptcy Case No.: 09-17409

Chapter 11 Petition Date: August 2, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Michael Van Dam, Esq.
                  Van Dam & Traini, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  Email: mvandam@trainilaw.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 Mr. Coelho.


ADAM VOLZ: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Adam R. Volz
        W6333 Highway 77
        Minong, WI 54859

Bankruptcy Case No.: 09-15129

Chapter 11 Petition Date: July 31, 2009

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

Judge: Thomas S. Utschig

Debtor's Counsel: Mart W. Swenson, Esq.
                  Laman & Swenson Law Offices
                  118 E. Grand Avenue
                  P.O. Box 185
                  Eau Claire, WI 54702
                  Tel: (715) 835-7779
                  Fax: (715) 835-2573
                  Email: marts@lamanswensonlaw.com

Total Assets: $686,425

Total Debts: $1,013,605

A full-text copy of Mr. Volz's petition, including a list of his 3
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb09-15129.pdf

The petition was signed by Mr. Volz.


ADVENTRX PHARMACEUTICALS: NYSE Accepts Listing Compliance Plan
--------------------------------------------------------------
ADVENTRX Pharmaceuticals, Inc., was notified by staff of the NYSE
Amex that its compliance plan has been accepted.

On June 1, 2009, ADVENTRX was notified by the NYSE Amex staff that
it was not in compliance with the NYSE Amex's continued listing
standards as set forth in Part 10 of the NYSE Amex's Company
Guide.  In order to maintain its listing, the NYSE Amex required
ADVENTRX to submit a plan by July 1, 2009, addressing how it
intends to regain compliance by December 1, 2010, which the
Company submitted timely.

On July 31, 2009, the NYSE Amex staff notified ADVENTRX that it
has determined that the Plan makes a reasonable demonstration of
ADVENTRX's ability to regain compliance with the NYSE Amex's
continued listing standards and has determined to grant an
extension until December 1, 2010, for ADVENTRX to regain
compliance with the NYSE Amex's continued listing standards.

During the Extension Period, ADVENTRX will be subject to periodic
review to determine whether it is making progress consistent with
the Plan.  If ADVENTRX does not show progress consistent with the
Plan, the NYSE Amex staff will review the circumstances and may
immediately commence delisting proceedings.

On June 1, 2009, the NYSE Amex staff indicated that the Company is
not in compliance with Section 1003(a)(ii) of the NYSE Amex
Company Guide with stockholders' equity of less than $4,000,000
and losses from continuing operations and net losses in three of
its four most recent fiscal years and Section 1003(a)(iii) of the
NYSE Amex Company Guide with stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years.

                  About ADVENTRX Pharmaceuticals

ADVENTRX Pharmaceuticals, Inc. (NYSE Amex: ANX) --
http://www.adventrx.com/-- is a biopharmaceutical company whose
product candidates are designed to improve the safety of existing
cancer treatments.


AFFILIATED FOODS: Bankruptcy Wipes Out $34MM in Investments
-----------------------------------------------------------
The bankruptcy filing by Affiliated Foods Southwest Inc.
Affiliated Foods Southwest Inc. has wiped out about $34 million in
investments held by more than 600 employees or members of the
cooperative, The Associated Press reported.

According to the report, investors from Arkansas, Alabama,
Georgia, Illinois, Louisiana, Mississippi, Missouri, New Mexico,
Oklahoma, Tennessee and Texas bought certificates of indebtedness
from the Company.

The COIs are part of the unsecured debt held by Affiliated,
according to The AP.  Under the absolute priority rule of the
Bankruptcy Code, secured creditors will be paid to the extent of
the value of their collateral are paid first before unsecured
creditors are paid.  Stockholders would only obtain returns after
unsecured creditors are paid.

Affiliated Foods was a wholesale cooperative owned by member
grocery stores.  It supplied hundreds of grocery stores in
Arkansas, Texas, Louisiana, Mississippi, Oklahoma and Tennessee.

Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and
its affiliates filed for Chapter 11 on May 5, 2009 (Bankr. E.D.
Ark. Case No. 09-13178).  W. Michael Reif, Esq., at Dover Dixon
Horne represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $10 million to $50 million and debts
between $100 million to $500 million.  Affiliated Foods has
requested that its case be converted to Chapter 7 liquidation,
noting that it has sold its inventory and that it has lost access
to cash collateral.


AFFIRMATIVE EQUITIES: Will Auction Off Patrick Henry Hotel
----------------------------------------------------------
Jenny Kincaid Boone at The Roanoke Times reports that Affirmative
Equities Company, L.P.'s Patrick Henry Hotel and its land on
Jefferson Street and Bullitt Avenue, assessed at $3.7 million,
will be auctioned on Wednesday at 9:30 a.m.

The Roanoke Times says that Patrick Henry Hotel has been closed
and is in foreclosure.  Court documents say that Affirmative
Equities lacks a reliable source of income to pay necessary
expenses for the Patrick Henry, including payroll, taxes, and
insurance.  The Roanoke Times relates that the lender, Potomac
Realty Capital of Delaware, is moving forward with a foreclosure
sale for the hotel.  No sale price has been set.

The Roanoke Times relates that Bill Mason, a Roanoke attorney and
substitute trustee for the Patrick Henry sale, has received
inquiries from some interested buyers for the property.

According to The Roanoke Times, a deposit of $275,000 or 10% of
the price, whichever amount is lower, is due at the time of the
Patrick Henry sale.  The report says that the buyer must close on
the property 30 days later.

New York-based Affirmative Equities Company, L.P. is a real estate
investment management company.  The Company, together with
affiliates, filed for Chapter 11 bankruptcy protection on December
2, 2008 (Bankr. S.D.N.Y. Case No. 08-14814).  Joseph Corneau,
Esq., at Klestadt & Winters, LLP, assists the Debtors in their
restructuring efforts.  In its petition, Affirmative Equities
listed $1 million to $100 million in assets and $1 million to $100
million in debts.

Affirmative Equities' Chapter 11 bankruptcy case was converted to
Chapter 7 liquidation in February 2009 when it failed to
reorganize and restructure its debts.


AGFC CAPITAL: Moody's Cuts Preferred Stock Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service downgraded American General Finance
Corporation's long-term rating to Baa3 from Baa2 and its short-
term rating to Prime-3 from Prime-2.  The short-term ratings of
AGFC subsidiary CommoLoCo, Inc., and direct parent American
General Finance Inc. were also downgraded to Prime-3 from Prime-2.
The ratings of each entity were also placed under review for
further possible downgrade.

Moody's said its downgrade of AGFC's ratings reflects its concerns
regarding the firm's funding profile, ultimate ownership,
operating pressures, and franchise value.  Historically, AGFC
funded its operations primarily with public unsecured debt, but in
recent quarters it has supplemented this source with bank loans,
asset sales and securitizations due to constraints in the
unsecured debt markets.

AGFC and its parent AGFI must repay $4.5 billion of bank debt in
July 2010, which will require that AGFC generate substantial
additional alternative liquidity.  Moody's believes that AGFC
could sell or securitize additional assets, given its substantial
base of unencumbered loans, but that sales could require higher
discounts, resulting in losses.  Even considering further
liquidity actions, Moody's believes AGFC is likely to require
support from AIG to maintain a minimal liquidity cushion.

"We have said previously that absent AIG support, AGFC's rating
would be non-investment grade," said Moody's senior analyst Mark
Wasden.  "In Moody's view, inherent weakness in the funding model,
combined with continued pressure on asset quality and the risk of
franchise value deterioration, suggests that AGFC's stand-alone
credit profile may have weakened further," he added.

In Moody's view, AGFC's liquidity and capital profiles have
benefited from its ownership by and support from AIG.  Though AIG
is not presently seeking a buyer for the company, Moody's believes
that it will likely do so in the future, resulting in uncertainty
regarding AGFC's ownership and long-term operating and funding
strategies.  In the near-term, Moody's expects that AIG will
continue to be supportive of AGFC to preserve its opportunity to
sell the firm when market conditions improve.  Moody's views
longer-term support as potentially less certain, particularly if
AGFC's performance prospects deteriorate beyond current
expectations.

During its review, Moody's will consider AGFC's operating
prospects during the current challenging operating environment,
the effects on its capital and franchise value, and its prospects
for returning to profitability while also establishing more
resilient sources of funding.  Moody's will also consider the
strength of support expectations from AIG while it continues to
own AGFC.

Ratings affected by the action include:

American General Finance Corporation:

* Long-term Issuer: to Baa3 from Baa2
* Senior Unsecured: to Baa3 from Baa2
* Short-term: to Prime-3 from Prime-2

AGFC Capital Trust I:

* Preferred Stock: to Ba3 from Ba2
* American General Finance Inc.:
* Short-term: to Prime-3 from Prime-2

CommoLoCo, Inc.:

* Short-term: to Prime-3 from Prime-2

In its last rating action on March 17, 2009, Moody's lowered
AGFC's long-term rating to Baa2 from Baa1 and assigned a negative
rating outlook.

American General Finance Corporation, headquartered in Evansville,
Indiana, is a financial service holding company with subsidiaries
that provide retail consumer finance and credit insurance products
to consumers through a network of branches spread throughout 40
states.


AIRPORT CHURCH: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Airport Church of Christ
           dba The Dixie Church of Christ
        8000 E. Port Road
        Little Rock, AR 72206

Bankruptcy Case No.: 09-15502

Chapter 11 Petition Date: August 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Richard D. Taylor

Debtor's Counsel: Simmons S. Smith, Esq.
                  Attorney at Law
                  2420 S. Broadway St.
                  Little Rock, AR 72206-2138
                  Tel: (501) 375-3993
                  Email: sslawoffice@comcast.net

Total Assets: $2,234,360

Total Debts: $2,351,737

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

           http://bankrupt.com/misc/areb09-15502.pdf

The petition was signed by Ronald Parker Sr., treasurer of the
Company.


ALLIS-CHALMERS ENERGY: Swings to $90,000 Net Loss for Q2 2009
-------------------------------------------------------------
Allis-Chalmers Energy Inc. reported a net loss for the second
quarter of 2009 of $90,000, or $0.00 per diluted share, compared
to net income of $10.6 million, or $0.30 per diluted share in the
second quarter of 2008.  Revenues for the second quarter of 2009
decreased 31.0% to $112.5 million compared to $163.1 million for
the second quarter of 2008.

Results in the second quarter of 2009 include a pre-tax gain of
$26.4 million on debt extinguishment associated with the
repurchase of $74.8 million of senior notes and non-routine and
restructuring charges totaling $8.6 million.  The charges include
a $3.2 million addition to the allowance for bad debts,
$1.6 million in restructuring charges consisting of severance
payments and the closing of certain yard locations, a $2.6 million
non-cash loss on an asset disposition and inventory writedowns and
$1.2 million of customer credits.

Allis-Chalmers reported a net loss for the first six months of
2009 of $2.7 million, or $0.08 per diluted share, compared to net
income of $18.6 million, or $0.53 per diluted share for the first
six months of 2008.  Results for the first six months of 2009
include a pre-tax gain of $26.4 million from the extinguishment of
debt and non-routine and restructuring charges totaling
$10.6 million.  The charges include a $3.6 million addition to the
allowance for bad debts, $1.8 million in restructuring charges
consisting of severance payments and the closing of certain yard
locations, a $3.2 million non-cash loss on asset dispositions and
inventory writedowns and $2.0 million of customer credits.

Adjusted EBITDA was $35.0 million for the second quarter of 2009,
compared to $46.2 million for the second quarter of 2008. Adjusted
EBITDA for the second quarter of 2009 would have been
$17.2 million excluding the $26.4 million gain and the
$8.6 million in non-routine and restructuring charges.  For the
first six months of 2009 Adjusted EBITDA was $64.5 million
compared to $88.0 million for the first six months of 2008.
Adjusted EBITDA would have been $48.7 million in the first six
months of 2009 excluding the $26.4 million gain and the
$10.6 million in non-routine and restructuring charges.  EBITDA
and Adjusted EBITDA are non-GAAP financial measures that are not
necessarily comparable from one company to another and additional
information and discussion regarding EBITDA and Adjusted EBITDA
are provided later in this release.

As of June 30, 2009, the Company had $1,103,521,000 in total
assets, and $600,160,000 in total liabilities.

In June 2009, Allis-Chalmers strengthened its balance sheet and
improved its liquidity by raising approximately $125.6 million in
gross equity proceeds through a back-stopped common stock rights
offering and a new convertible perpetual preferred stock issue.
Allis-Chalmers reduced outstanding debt by roughly $113.0 million
at the end of the second quarter of 2009, including a
$74.8 million reduction of its outstanding senior notes and all
outstanding borrowings under the $90.0 million revolver, and
increased cash on hand by roughly $40.0 million.  Net debt, after
cash on hand, was reduced to $439.4 million at the end of the
second quarter of 2009 from $584.1 million at the end of the first
quarter of 2009.  Allis-Chalmers estimates that interest expense
will decrease by roughly $8.6 million annually.

Micki Hidayatallah, Allis-Chalmers' Chairman and Chief Executive
Officer, stated, "The worldwide economic downturn, the decrease in
natural gas prices in the U.S., and the impact of the credit and
liquidity squeeze on our customers resulted in the U.S. rig count
dropping by 52% as of June 30, 2009 compared to June 30, 2008. The
weak market environment has had a significant impact on our
domestic operations resulting in a severe deterioration in both
equipment utilization and pricing."

Mr. Hidayatallah also stated, "With operations in Argentina,
Brazil and Bolivia, our Drilling and Completion segment has shown
more stability and better visibility than the U.S. market, but rig
utilization is down 12% to 15% and pricing has deteriorated by 5%
to 10%. In this environment it has been difficult to recover
increases in wages, fuel, labor and other costs resulting from
very high inflationary trends in Argentina.  The weakening of the
Argentine peso has also impacted revenues.  Finally, while our
Brazilian operations have performed above expectations, we
suffered the total loss of a rig from a blow-out.  The rig was
insured, but the insurance proceeds will be $1.9 million less than
the book value of the rig."

To counter market conditions, Allis-Chalmers has taken these
steps:

     -- Decreased domestic work force by 50% to roughly 600 as
        compared to 1,200 on December 31, 2008.

     -- Converted much of the fixed direct labor costs to a job
        day-rate bonus.

     -- Closed unprofitable operating locations and reduced
        administrative and supervisory personnel in remote
        locations.  Certain administrative and accounting
        functions were centralized and consolidated in Houston to
        increase efficiencies and reduce costs.

     -- Established a new account management system for its sales
        force which emphasizes both accountability and financial
        incentives.  Allis-Chalmers will reward salesmen who
        expand and diversify its customer base and plans to
        increase market share with incentives for customers that
        use fully integrated services.

     -- Established a strategy to redeploy assets to locations
        with the highest utilization rates at a reasonable price.
        Domestic markets in which Allis-Chalmers is concentrating
        include the Marcellus, Haynesville and Eagle Ford shales.
        Internationally, marketing efforts for the redeployment of
        assets emphasize Columbia, Mexico, Brazil, the Middle East
        and the North African region.

     -- Conserve cash and maximize liquidity.  Capital
        expenditures have been limited to maintenance and to those
        firm commitments for equipment made in 2008. Inventory
        levels are being reduced, credit analysis and receivables
        collection efforts have been intensified and where
        appropriate payables payment terms have been extended.

Mr. Hidayatallah concluded, "In the first half of the year in an
extremely difficult environment we internally generated
$43 million of operating cash flow after interest, reduced our
domestic workforce by over 50% and strengthened our balance sheet.
At the end of the quarter, we had cash on hand of roughly
$59 million.  In the second half of 2009, we intend to enhance
revenues with the redeployment of assets and the implementation of
our new sales account management system.  In 2010 we will endeavor
to increase international revenues from 57% of total revenues to
roughly 70% of total revenues as a strategic objective.  We
believe that this strategy will increase gross margins and
operating profit and should enable us to be profitable on a net
income basis in 2010."

                       About Allis-Chalmers

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

                           *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective
default).  The outlook is negative.  At the same time, S&P raised
the issue-level rating on Allis-Chalmers' unsecured notes to 'B-'
(the same as the corporate credit rating) from 'D'.  S&P revised
the recovery rating on this debt to '4' from '3' indicating
expectations of average (30%-50%) recovery of principal in the
event of a payment default.

The TCR said July 9, 2009, Moody's Investors Service affirmed
Allis-Chalmers' B3 Corporate Family Rating, changed its
Probability of Default Rating to B3 from B3/LD, and upgraded its
$225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from
Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017
to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%).  The rating outlook is
stable.


AMBAC ASSURANCE: S&P Corrects Sevier Airport Revenue Bond Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services has corrected and raised its
long-term rating on Sevier County Public Building Authority,
Tennessee's general airport revenue bonds, issued for Metropolitan
Knoxville Airport Authority, to 'A-' from NR.  The outlook is
stable.  A bond insurance policy from Ambac Assurance Corp.
(CC/Developing/--) also guarantees these bonds.

On July 25, 2008, S&P assigned its 'A-' underlying rating on the
authority's bonds but incorrectly did not change the long-term
public rating.  According to S&P's criteria, the rating on a fully
credit-enhanced bond is the higher of the rating on the credit
enhancer and the SPUR.  In this case, the rating on the airport is
higher than that on the bond insurance provider.

                     About Ambac Assurance

Ambac Financial Group, Inc. is a primarily a holding company. The
Company, through its subsidiaries, provides financial guarantees
and financial services to clients in both the public and private
sectors worldwide. Ambac's activities are divided into two
business segments. The Financial Guarantee segment provides
financial guarantees (including credit derivatives) for public
finance, structured finance and other obligations. The Financial
Services segment provided investment agreements, funding conduits,
interest rate, total return and currency swaps, principally to
clients of the financial guarantee business. During the year ended
December 31, 2008, the Company discontinued writing new investment
agreements and derivative products in its Financial Services
segment. Its existing investment agreement and derivative product
portfolios are in active runoff, which may include transaction
terminations, settlements, restructuring, transfers and natural
attrition as contracts mature.

Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for 2Q 2009.

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.  "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.


AMERICAN INT'L: Board Names Robert Benmosche President & CEO
------------------------------------------------------------
American International Group, Inc.'s Board of Directors has
elected Robert H. Benmosche President and Chief Executive Officer.
Mr. Benmosche was also elected a member of the Board of Directors,
and will assume his new roles on August 10, 2009, with the
retirement of Chairman and Chief Executive Officer Edward M.
Liddy.

"AIG and American taxpayers are fortunate to gain the commitment
of Bob Benmosche, a highly experienced executive who understands
the challenges and opportunities of restructuring complex
organizations," Mr. Liddy said.  "Our stakeholders can look
forward to a seamless transition and rest assured that the work of
rebuilding the value of AIG's businesses and repaying the
government will continue uninterrupted."

Dennis Dammerman, Chairman of the AIG Board of Directors' Search
Committee, said that Mr. Benmosche's experience is an ideal match
for AIG.  "Bob's outstanding track record as head of a major
insurer and his success in business integration and execution of
major transactions make him well-suited to lead AIG in the next
phase of its restructuring.  We are confident he will continue the
substantial progress the company has achieved under the leadership
of Ed Liddy.  Ed answered the call for public service amid an
extraordinary financial crisis that has only now begun to ease,
and our company and country owe him a debt of gratitude."

"Ed and his team have done a terrific job stabilizing AIG and
implementing a strategy to repay the Company's stakeholders,
including taxpayers," Mr. Benmosche said.  "Now he has passed the
baton to me, and I look forward to continuing the race.  With my
AIG colleagues, we will focus on this mission: maximizing the
value of the company's assets and meeting all of our stakeholder
obligations."

In addition, the Company announced that Paula Rosput Reynolds,
Vice Chairman and Chief Restructuring Officer, has decided to
leave the company effective late in the third quarter of 2009.
"Paula has played an instrumental role in our progress, having
divested operations around the world and implemented a durable,
long-term restructuring plan that has stabilized the Company and
provided time for asset values to recover " Mr. Liddy said.  "I
could not have asked for a better partner, and we all wish her
well in her future endeavors."

Mr. Benmosche, 65, is former Chairman, President, and Chief
Executive Officer of MetLife, a leading provider of insurance and
other financial services.  Mr. Benmosche led the transition of
MetLife from a mutual to a public company in 2000.  He joined
MetLife in 1995 as Executive Vice President responsible for
business integration and product development, marketing and sales
efforts focused on MetLife's individual customers.  Earlier in his
career he served as Executive Vice President for PaineWebber,
Inc., where he directed the merger of Kidder Peabody into
PaineWebber.  He also served in various capacities with Chase
Manhattan Bank from 1976 to 1982.

Mr. Benmosche has served as a member of the Board of Directors of
Credit Suisse Group since 2002.  Mr. Benmosche served as a
Lieutenant in the United States Army from 1966 to 1968.  He
received a B.A. degree in Mathematics from Alfred University in
1966.

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

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

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

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


AMERICAN LOCKER: Inks Receivables Purchase Deal with Gulf Coast
---------------------------------------------------------------
American Locker Group Incorporated on July 29, 2009, entered into
a receivables purchase agreement with Gulf Coast Bank and Trust
Company, pursuant to which the Company will sell certain of its
accounts receivable to GCBT.

GCBT will not purchase receivables from the Company if the total
of all outstanding receivables held by it, at any time, exceeds
$2,500,000.  In addition, if a receivable is determined to be
uncollectible or otherwise ineligible, GCBT may require the
Company to repurchase the receivable.

The Agreement calls for the Company to pay a daily variable
discount rate, which is the greater of prime plus 1.50%; or 6.5%
per annum, computed on the amount of outstanding receivables held
by GCBT, for the period during which such receivables are
outstanding.  The Company will also pay a fixed discount
percentage of 0.2% for each ten-day period during which
receivables held by GCBT are outstanding.

Proceeds from the sales of receivables under the Agreement will be
used to repay the Company's existing $750,000 revolving line of
credit with the F&M Bank & Trust Co. and for general working
capital purposes.

The Company has granted to GCBT a security interest in certain
assets to secure its obligations under the Agreement.  The
Agreement is terminable at any time by either the Company or GCBT
upon the giving of notice.

The Company also disclosed that its First Amended and Restated
Loan Agreement Dated March 5, 2008, with F&M Bank and Trust
Company and Altreco, Inc., as Guarantor (Line of Credit), has been
retired and terminated.

On March 30, 2009, American Locker entered into an agreement with
the F&M Bank & Trust to extend the maturity date of its $750,000
revolving line of credit until June 5.  The agreement increased
the interest rate from 0.75% above the prime rate to 2% above the
prime rate.  The floor interest rate was also increased from 5% to
6% per annum.

On March 19, American Locker obtained a new $2 million mortgage
loan from F.F.F.C., Inc. which was used to repay the existing
mortgage loan with the F&M Bank & Trust.  Interest on the loan is
12% per annum and is payable monthly.  The loan matures March 20,
2011.

The Company has yet to file its quarterly report on Form 10-Q for
the three months ended March 31, 2009; and its annual report on
Form 10-K for the year ended December 31, 2008.  According to the
Company, due to the current credit crisis, it postponed the audit
of its financial statements for the fiscal year ended December 31,
2008, until it could complete a restructuring of its current
credit facility.

                     About American Locker

American Locker Group Incorporated (Pink Sheets: ALGI) --
http://www.americanlocker.com, http://www.canadianlocker.comand
http://www.securitymanufacturing.com-- which is based in
Grapevine, Texas, supplies secure storage lockers under the
American Locker Security Systems and Canadian Locker brands.
American Locker's systems range from coin-operated lockers to RFID
and electronic-controlled distribution systems to employee and
personal lockers.  American Locker is known for its iconic orange
keys and is viewed as the industry standard for secure storage.
Its Security Manufacturing Corporation subsidiary is a leading
provider of commercial mailboxes through a national distribution
network.  Security Manufacturing offers a complete line of U.S.
Postal Service approved mailboxes including horizontal and
vertical apartment mailboxes, plus private mail delivery solutions
for private industry and colleges and universities.


AMR CORP: Unit Closes $276 Million Private Debt Sale
----------------------------------------------------
AMR Corporation (NYSE: AMR), the parent company of American
Airlines, Inc., said August 3 that American Airlines has closed a
$276 million private placement offering of senior secured notes
due 2016, which were priced at par to yield 13 percent.

The purpose of the offering was to refinance, in part, the
outstanding $401 million principal amount of the Company's 1999-1
enhanced equipment trust certificates (1999 EETCs), which are
scheduled to be paid in full on October 15, 2009.

The Company deposited the net proceeds from the offering as cash
collateral to secure the new notes.  Following the October 15
maturity of the 1999 EETCs, the new notes will be secured by 12 of
the 15 aircraft that currently secure the 1999 EETCs, and the cash
collateral will be released to the Company.  Once secured by the
12 aircraft, the new notes will have an initial loan-to-appraised
value ratio of 65 percent.

The secured notes were offered and sold in the United States in
transactions exempt from registration under the Securities Act of
1933, as amended, and outside the United States pursuant to
Regulation S under the Securities Act.  The notes were not
registered under the Securities Act or applicable state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state law.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

AMR Corp. reported a net loss of $390 million for the second
quarter of 2009, or $1.39 per share.  At June 30, 2009, the
Company had $24.1 billion in total assets; $8.2 billion in total
current liabilities, $8.3 billion in long- term debt, less current
maturities, $572 million in obligations under capital leases, less
current obligations, $6.8 billion in pension and postretirement
benefits, and $3.1 billion in other liabilities, deferred gains
and deferred credits; resulting in a $3.0 billion stockholders'
deficit.

Following the release of AMR's second quarter results, Standard &
Poor's Ratings Services placed its ratings, including the 'B-'
corporate credit ratings, on AMR Corp. and its American
Airlines Inc. subsidiary, on CreditWatch with negative
implications, due to concerns about revenue generation and
liquidity.

Fitch Ratings has affirmed issuer default rating of AMR Corp. and
its principal operating subsidiary American Airlines, Inc. at
'CCC'.


AMR CORP: Fitch Affirms Issuer Default Rating at 'CCC'
------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary American Airlines, Inc.:

AMR

  -- Issuer Default Rating (IDR) at 'CCC';
  -- Senior Unsecured Debt at 'C'/RR6'.

American Airlines

  -- IDR at 'CCC';
  -- Secured Bank Credit Facility at 'B+'/RR1.

There is no Rating Outlook for AMR and American.  Fitch generally
does not maintain a Rating Outlook for corporate issuers with IDRs
of 'CCC' or below.

The affirmation follows Fitch's March 13 downgrade of ratings for
both entities, which reflected growing concerns about the cash
flow and liquidity implications of the collapse in business travel
demand that has undermined passenger revenue for the entire U.S.
airline industry during the first half of 2009.  AMR's second
quarter revenue performance was generally consistent with results
reported by all of the U.S. network carriers as sharp declines in
passenger yields pushed mainline revenue per available seat mile
down by 16% in the quarter.  While AMR has successfully tapped the
credit markets over the past several weeks to address significant
aircraft financing needs, Fitch remains concerned about the
carrier's near-term liquidity outlook in light of the extreme
revenue pressure being felt across the industry during the global
recession.  With the seasonally-weak demand period approaching,
Fitch remains focused on the degree to which AMR can counter
negative free cash flow trends in the third and fourth quarters
with successful capital raising efforts to keep unrestricted
liquidity near the current level of $2.8 billion.

As noted in the March downgrade, intense pressure on premium
travel demand and extensive fare discounting, especially in hard-
hit international markets, continues to drive passenger revenues
lower, offsetting much of the benefit of substantially lower jet
fuel prices in 2009.  Looking ahead to the fall and winter,
management remains cautious about the potential for recovery in
business demand and fares, even as preliminary indications of a
U.S. economic recovery have begun to appear.  Fitch believes that
a full-year 2009 RASM decline in excess of 10% is now more likely
for AMR and the rest of the U.S. global network carriers, raising
the risk that AMR will report another year of substantially
negative free cash flow at a time when fixed cash obligations
(scheduled debt maturities and required pension contributions) are
heavy.  A bottoming-out process does appear to be occurring with
respect to RASM trends in June and July, but AMR and its
competitors have continued to take additional capacity out of
their fall schedules in anticipation of weak demand and yields
after late August.

Even if AMR is successful in refinancing a large portion of
upcoming debt maturities through new aircraft-backed borrowing as
assets become unencumbered, the airline faces a longer term
challenge in meeting heavy fixed cash obligations (both debt
payments and ultimately cash pension funding requirements) in the
2010-2011 period.  In addition to $800 million in debt principal
payments due in the second half of 2009, AMR faces scheduled debt
maturities of approximately $1.3 billion in 2010 and $2.2 billion
in 2011.  Furthermore, pension funding requirements beyond 2009
could ramp up dramatically if another year of poor plan asset
returns widens AMR's underfunded pension liability ($4.2 billion
on a projected benefit obligation basis as of December 31, 2008).
In the aftermath of the 2008 market collapse, the carrier's funded
position slipped from approximately 96% of the PBO as of year-end
2007 to 70% at the end of 2008.

Importantly, AMR retains unencumbered assets (including aircraft,
engines, the American Eagle regional airline subsidiary, route
authorities and potential proceeds from a sale of frequent flyer
miles) that the carrier values at $3.7 billion.  In addition, AMR
estimates that a further $500 million in assets will become
unencumbered this year as secured debt is paid down.  Given the
current state of the capital markets, however, there is no
assurance that financing or sale of these assets will raise the
amount of capital required to meet future cash obligations while
maintaining unrestricted liquidity above critical levels.  The
airline's recent success in closing a pass-through certificates
financing, in addition to subsequent secured borrowings in July,
augurs well for AMR in reducing refinancing risk in 2010 as credit
markets stabilize.

The airline's operating results remain highly sensitive to jet
fuel prices, which in the second quarter averaged more than 40%
below the year-earlier level even after the run-up in fuel prices
late in the quarter.  As out-of-the-money fuel derivative
positions have rolled off in the first half of the year, AMR is
less exposed to swings in cash flow related to the posting of fuel
hedge collateral.  For the second half of the year, the airline
expects jet fuel prices paid to exceed spot prices by
approximately 15 cents per gallon.  Management expects full-year
jet fuel prices to average $1.98 per gallon.  Still, the margin of
safety with respect to changes in energy prices is thin as a
result of the deterioration of the revenue environment.

Some of the benefits of lower fuel prices are being offset this
year by rising unit operating costs in areas such as employee
benefits (higher pension accruals), airport costs and aircraft
rents.  AMR has forecasted non-fuel mainline unit operating
expenses to be up approximately 6.5% for full-year 2009. Pressure
on non-fuel unit costs will persist as the carrier takes
additional capacity (mostly in international markets) out of the
schedule in the second half of the year.

With regard to aircraft commitments, all of AMR's scheduled Boeing
737-800 aircraft deliveries through 2011 have committed financing
in place.  AMR is committed to take 31 B737-800 deliveries this
year, 45 in 2010 and eight in 2011.  Taking into account committed
aircraft financing, cash capital spending will be limited to
approximately $500 million in 2009.  The addition of new aircraft
debt, alongside any new refinancing of upcoming maturities, will
delay any progress toward total debt reduction during a period of
continuing stress in the operating environment.  Additional
increases in AMR's lease-adjusted leverage will, in Fitch's view,
further erode the sustainability of its highly leveraged capital
structure as fixed financing obligations grow relative to the
carrier's long-term cash flow generation potential.

AMR's $255 million revolving credit facility was paid down in June
upon its expiration.  The airline retains a $433 million secured
bank term loan maturing in December 2010.  In June, AMR negotiated
a credit facility amendment that modified the required EBITDAR
fixed-charge coverage levels for upcoming quarters.  The ratio of
EBITDAR to fixed charges (adjusted for certain items) must exceed
0.95 for the one-, two- and three-quarter periods ending
September 30, 2009, December 31, 2009, and March 31, 2010.  The
ratio steps up in subsequent quarters.  The EBITDAR covenant is
the most restrictive covenant in the credit facility.  In
addition, AMR has received covenant relief from its major credit
card processor to cap credit card cash hold-backs tied to
financial covenants in the processing agreement.

A further downgrade of IDRs for AMR and American to 'CC' or below
could follow if demand pressure intensifies further through the
third and fourth quarters, eroding RASM further and increasing the
risk of a liquidity crisis in early 2010.  A worsening of
conditions in the credit markets would also be a source of
concern, given AMR's debt maturity profile.  Any significant spike
in jet fuel prices, while unlikely in light of the current global
energy demand outlook, could also lead to a downgrade.


AROMAS-SAN JUAN: Fitch Affirms 'BB+' Rat6ing on $11.5 Mil. Bonds
----------------------------------------------------------------
In the course of routine surveillance, Fitch Ratings affirms
Aromas-San Juan Unified School District, California's (the
district) $11.5 million outstanding general obligation bonds at
'BB+'.  The Rating Outlook is Stable.

The 'BB+' rating reflects the district's extremely weak financial
position and slowing tax base following rapid development,
balanced by management's efforts to regain financial stability and
low debt levels.  The rating also considers high tax base
concentration, and weakening local economic and real estate market
conditions.  While Fitch acknowledges the district's progress to
date in reducing spending to better align with revenue, financial
operations are marked by negative total and unreserved general
fund balances resulting from several years of deficit spending and
recently flat to declining enrollment, a difficult state funding
environment, and the need for external borrowing to support cash
flows.  Future rating actions will consider the district's ability
to produce balanced financial operations and rebuild to adequate
reserve levels.

Estimated financial results for fiscal 2009 project a roughly
$60,000 operating deficit, which is a marked improvement from the
approximately $729,000 operating loss during the prior fiscal
year.  The fiscal 2009 deficit lowered the total and
unreserved/undesignated general fund balances to negative $412,300
(-3.7% of expenditures and transfers out) and negative $754,500 (-
6.8%), respectively.  Despite prudent actions by management to cut
expenditures, the weakening state funding environment largely
offset cost savings.  Additionally, operations in fiscal 2009 were
supported by non-recurring federal stimulus funds.  For fiscal
2010, management expects a slight operating surplus due to recent
expenditure reductions and a certificate of participation
refinancing that pushes debt service out by five years.  The
district continues to operate under the auspices of a fiscal
advisor appointed by the county board of education.  The advisor
has stay and rescind powers over board actions.

The district is located in the San Joaquin Valley of central
California, near the central coast and Monterey Bay.  It is
located 25 miles northeast of Monterey and 38 miles south of San
Jose.  The district encompasses a 100 square mile area including
the city of San Juan Bautista (9.8%) and portions of San Benito
(59.5%), Monterey (29.8%), and Santa Cruz (0.9%) counties.  The
regional economy is experiencing significant pressure.  New
development is nearly at a standstill, and unemployment rates for
San Benito County have increased to 14% in May, from 8.8% in the
prior year.  Likewise, home foreclosure rates are up substantially
from 2008 levels, and both Monterey and San Benito Counties have
high exposure to negative amortization mortgages.  The city of San
Juan Baptista is also facing high exposure to negative
amortization mortgages, but its foreclosure rate is materially
lower than the county and national rate, which may be an
indication of greater local stability.  Nonetheless, the weakening
economy is likely to negatively impact enrollment and assessed
valuation levels, thus pressuring an already concentrated tax
base.


ARRAYIT CORP: Berman Hopkins Raises Going Concern Doubt
-------------------------------------------------------
Berman Hopkins Wright & LaHam, CPAs and Associates, LLP, in Winter
Park, Florida, in its audit report dated July 30, 2009, expressed
substantial doubt on the ability of Arrayit Corporation, formerly
Integrated Media Holdings, Inc., to continue as a going concern.
Berman Hopkins said the Company has suffered recurring losses and
has working capital and stockholder deficits.

On July 31, 2009, Arrayit filed with the Securities and Exchange
Commission amendments to its annual report on Form 10-K for the
year ended December 31, 2008; and to its quarterly report on Form
10-Q for the three months ended March 31, 2009.

Arrayit had $806,745 in total assets and $27,975,989 in total
liabilities as of March 31, 2009.  Arrayit had a working capital
deficit of $27,671,815, and recurring net losses.

Arrayit had total assets of $907,133 and total liabilities of
$11,755,125 as of December 31, 2008.  Arrayit had total negative
working capital of $10,760,689 as of December 31, 2008.

The Company has said its ability to continue as a going concern is
dependent on it generating cash from the sale of its common stock
or obtaining debt financing and attaining future profitable
operations.  Management's plans include selling its equity
securities and obtaining debt financing to fund its capital
requirement and ongoing operations; however, there can be no
assurance Arrayit will be successful in these efforts.

A full-text copy of the Amended Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?4098

A full-text copy of the Amended Annual Report is available at no
charge at http://ResearchArchives.com/t/s?4099

                        About Arrayit Corp.

Arrayit Corporation develops, manufactures and markets next-
generation life science tools and integrated systems for the large
scale analysis of genetic variation, biological function and
diagnostics.  The Company provides a comprehensive line of
products and services that currently serve the sequencing,
genotyping, gene expression and protein analysis markets, and the
Company expects to enter the market for molecular diagnostics.

Arrayit was formed on the merger of Integrated Media Holdings,
Inc. with TeleChem International, Inc., and its major
shareholders, Endavo Media and Communications, Inc., and TCI
Acquisition Corp. in February 2008.

                            IMHI Merger

IMHI issued 103,143 shares of Series C Convertible Preferred Stock
to the TeleChem Shareholders in exchange for 100% of the equity
interests of TeleChem resulting in TeleChem being a wholly owned
subsidiary.  The former TeleChem shareholders now own roughly
73.5% of the outstanding interest and voting rights of IMHI.  The
Preferred Stock is convertible into 36,100,000 shares of common
stock after, but not before, the effective date of the reverse
split of the outstanding Integrated Media common stock.  IMHI
transferred its wholly owned subsidiary, Endavo, to an individual.

Effective March 19, 2009, IMHI changed its name to Arrayit
Corporation.  The Company's common stock began trading on the OTC
Bulletin Boards as "ARYC".

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Integrated Media Holdings' 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 recurring losses, negative working capital, and
stockholders' deficit.

Integrated Media Holdings' consolidated balance sheet at
September 30, 2008, showed $1,246,655 in total assets and
$11,948,848 in total liabilities, resulting in a $10,702,193
stockholders' deficit.


ARROWHEAD GENERAL: S&P Affirms Junks Rating on 2nd-Lien Sec. Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
counterparty credit rating and negative outlook on San Diego,
California-based Arrowhead General Insurance Agency Inc.

Standard & Poor's also said that it affirmed 'B-' ratings on
Arrowhead's first-lien senior secured bank loan and first-lien
revolving credit facility as well as its 'CCC' rating on the
company's second-lien secured debt.  The first-lien recovery
rating is '3', indicating S&P's expectation of meaningful (50%-
70%) recovery in the event of a payment default.  The second-lien
recovery rating is '6', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.

Subsequently, Standard & Poor's withdrew all of these ratings at
the request of Arrowhead management.

Arrowhead reported a net loss of $2.7 million for the first
quarter of 2009.  The company's total debt outstanding was
$171.8 million as of March 31, 2009.

"Arrowhead has a focused insurance brokerage platform," noted
Standard & Poor's credit analyst Michael Gross.  "However,
declining premium rates in the property/casualty industry, some
carrier disruption, and the current recessionary economic
environment have hurt its results."  The company has taken a
number of corrective actions in 2009.  For example, in April, it
amended its bank loan credit agreements after noncompliance at
year-end 2008.  In addition, in May, it repaid $7.6 million of
first-lien bank debt, and in June, the company appointed a chief
financial officer and executive vice president from its private
equity sponsor, Spectrum Equity Investors, and repaid another
$2.4 million of first-lien bank debt.

Standard & Poor's expects that Arrowhead's full-year 2009 revenue
will be lower than in 2008.  S&P believes that Arrowhead will
report a moderate net loss for the year.


ASARCO LLC: Vedanta Won't Beef Up Offer for Assets
--------------------------------------------------
Vedanta Resources Plc's Chief Executive Officer M.S. Mehta
said July 31 that the company "has no immediate plans" to
raise the bid it made to acquire Asarco, according to the Wall
Street Journal.  Mr. Mehta said the company's bid  "reflects the
current market conditions" and the company does
not "feel a need" to raise it, the paper said.

ASARCO LLC has sent to creditors three competing Chapter 11 plans
for voting -- plans sponsored by investors led by Harbinger
Capital Partners Master Fund I Ltd., another by parent Grupo
Mexico SAB, through ASARCO Inc. and a third by ASARCO LLC.

ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc.  Sterlite has agreed to
provide a $770 million promissory note, pay $1.1 billion in cash
and assume certain liabilities as part of its consideration in
exchange for ASARCO's assets.

Harbinger and co-sponsor Citigroup Global Markets Inc.'s letter to
creditors urge a vote for the Company's plan, and not to vote on
parent Grupo Mexico SAB's proposed plan.  According to Harbinger,
the Debtors' Plan provides for maximum recoveries to, and
expeditious and equitable treatment of, all holders of claims,
including holders of bond claims.  Harbinger and Citigroup, which
own two-thirds of Asarco's bonds and debentures, say that the
Parent Plan may be non-confirmable as it deprives creditors of the
right to collect US$500 million in post-bankruptcy interest.  The
bondhoders say they proposed their own plan just in case Asarco's
plan couldn't be confirmed "for some unforeseeable reason."

Copies of the disclosure statement explaining the three plans, as
divided into five parts, are available for free at:

    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_01.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_02.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_03.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_04.pdf
    http://bankrupt.com/misc/ASARCO_Joint_DS_070609_05.pdf

                        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)


BABCOCK QUARTER: Has Until Aug. 7 to File Schedules & Statements
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the Eastern District of Texas
extended until August 7, 2009, Babcock Quarter Horses, Inc.'s time
to file its schedules of assets and liabilities and statement of
financial affairs.

Gainesville, Texas-based Babcock Quarter Horses, Inc., operates a
ranch.  The Company filed for Chapter 11 on July 13, 2009 (Bank.
E. D. Tex. Case No. 09-42232).  Bill F. Payne, Esq., represents
the Debtor in its restructuring efforts.  In its petition, the
Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in debts.


BABCOCK QUARTER: Meeting of Creditors Scheduled for August 21
-------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Babcock Quarter Horses, Inc.'s Chapter 11 case on August 21,
2009, at 2:00 p.m.  The meeting will be held at Plano Centre, 2000
E. Spring Creek Parkway, in Plano, Texas.

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

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

Gainesville, Texas-based Babcock Quarter Horses, Inc., operates a
ranch.  The Company filed for Chapter 11 on July 13, 2009 (Bank.
E. D. Tex. Case No. 09-42232).  Bill F. Payne, Esq., represents
the Debtor in its restructuring efforts.  In its petition, the
Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in debts.


BALTIMORE MAYOR: S&P Gives Negative Outlook on 2006-B Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
the Baltimore Mayor and City Council, Maryland's $53.44 million
convention center hotel revenue series 2006B bonds to negative
from stable.  At the same time, S&P affirmed its 'BB+' rating on
the Council's $247.5 million convention center hotel senior
revenue series 2006A bonds and its 'BB' rating on the 2006B bonds.
The outlook on the 2006A series bonds remains stable.  The council
issued the bonds for the Baltimore Hotel Corp.

The outlook revision stemmed from the impact of the recession on
the hotel project as it completes it first year of operations.
Performance in 2009 has weakened significantly compared with the
budget.  If the project continues to perform at this level,
Standard & Poor's believes that the 2010 debt service coverage of
senior and all debt by total pledged revenue, including support
from the city, will be less than 1.7x and 1.4x, respectively.

The hotel's net revenues and city revenues secure the bonds. The
city revenues include a $7 million annual guarantee funded through
a second lien on the citywide hotel occupancy tax revenue.  It
also includes a pledge of site-specific hotel occupancy tax
revenue, which will vary based on the project's occupancy levels
and the tax increment payment, which is equal to the hotel's
property tax payment.

S&P base the stable outlook on the 2006A series bonds on the
hotel's ability to attain its projected financial performance. The
hotel has opened during a significant market downturn.  S&P could
lower the rating on the series 2006B bonds, if the coverage levels
for all project debt remains below 1.4x for a period of more than
two years as a result of a prolonged economic slowdown, or other
competitive factors that reduce net hotel revenues.  S&P could
revise the outlook to stable if the hotel's operating and
financial performance stabilizes and shows improvement, resulting
in coverage levels of all debt in excess of 1.7x.


BAMBOO ABBOTT: Meeting of Creditors Scheduled for September 17
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Bamboo Abbott, Inc.'s Chapter 11 case on Sept. 17, 2009, at
10:00 a.m.  The meeting will be held at Clarkson S. Fisher Federal
Courthouse, 402 East State Street, Room 129, Trenton, New Jersey.

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.

Edison, New Jersey, Bamboo Abbott, Inc., dba Prestige Window
Fashions filed for Chapter 11 on July 19, 2009 (Bankr. D. N.J.
Case No. 09-28689).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


BANK OF AMERICA: Pays $33MM to Settle SEC Suit on Merrill Bonuses
-----------------------------------------------------------------
The Securities and Exchange Commission charged Bank of America
Corporation for misleading investors about billions of dollars in
bonuses that were being paid to Merrill Lynch & Co. executives at
the time of its acquisition of the firm.  Bank of America agreed
to settle the SEC's charges and pay a penalty of $33 million.

The SEC alleges that in proxy materials soliciting the votes of
shareholders on the proposed acquisition of Merrill, Bank of
America stated that Merrill had agreed that it would not pay year-
end performance bonuses or other discretionary compensation to its
executives prior to the closing of the merger without Bank of
America's consent.  In fact, Bank of America had already
contractually authorized Merrill to pay up to $5.8 billion in
discretionary bonuses to Merrill executives for 2008.  According
to the SEC's complaint, the disclosures in the proxy statement
were rendered materially false and misleading by the existence of
the prior undisclosed agreement allowing Merrill to pay billions
of dollars in bonuses for 2008.

"Companies must give shareholders all material information about
corporate transactions they are asked to approve," said Robert
Khuzami, Director of the SEC's Division of Enforcement.  "Failing
to disclose that a struggling company will pay out billions of
dollars in performance bonuses obviously violates that duty and
warrants the significant financial penalty imposed by today's
settlement."

David Rosenfeld, Associate Director of the SEC's New York Regional
Office, said, "As Merrill was on the brink of bankruptcy and
posting record losses, Bank of America agreed to allow Merrill to
pay its executives billions of dollars in bonuses.  Shareholders
were not told about this agreement at the time they voted on the
merger."

The SEC's complaint, filed in the U.S. District Court for the
Southern District of New York, alleges that Bank of America
represented in the merger agreement that Merrill had agreed not to
pay any bonuses to its executives before the merger closed, except
as set forth in a schedule.  Unbeknownst to shareholders, the
schedule was already in place weeks before the proxy statement was
filed with the SEC and disseminated to shareholders.  Under the
schedule, Bank of America had agreed that Merrill could pay up to
$5.8 billion, or nearly 12 percent of the $50 billion merger
consideration, in discretionary bonuses to its executives.  The
merger agreement was included as an appendix and summarized in the
joint proxy statement that was distributed to all 283,000
shareholders of both companies.  But Bank of America's agreement
to allow Merrill to pay these discretionary bonuses was in a
separate document that was omitted from the proxy statement and
whose contents were never disclosed before the shareholders' vote
on the merger.

In settling the SEC's charges without admitting or denying the
allegations, Bank of America consented to the entry of a judgment
that permanently enjoins Bank of America from violating the proxy
solicitation rules -- Section 14(a) of the Exchange Act of 1934
and Rule 14a-9 -- and orders Bank of America to pay the financial
penalty. The settlement is subject to court approval.

The SEC acknowledges the assistance of the U.S. Attorney's Offices
for the Southern District of New York and the Western District of
North Carolina, the Federal Bureau of Investigations, and the
Office of the Special Inspector General for the Troubled Asset
Relief Program.

The SEC's investigation is ongoing.

                       About Bank of America

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

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

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

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


BANKUNITED FINANCIAL: Common Stock Delisted by Nasdaq
-----------------------------------------------------
The Nasdaq Stock Market, LLC, removed from listing the common
stock of BankUnited Financial Corporation on July 13, 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 5100, 5110(b) and IM-
5100-1.  The Company was notified of the Staffs determination on
May 22, 2009.  The Company did not appeal the Staff determination
to the Hearings Panel, and the Staff determination to delist the
Company became final on June 2, 2009.

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

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

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


BCH LAND HOLDING: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: BCH Land Holding LLC
        PO Box 1738
        North Hampton, NH 03862

Bankruptcy Case No.: 09-12851

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  Email: bgannon@gannonlawfirm.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
8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nhb09-12851.pdf

The petition was signed by Brian Hayes, sole member of the
Company.


BERNARD MADOFF: Picower Seeks Dismissal of Trustee Fraud Claims
---------------------------------------------------------------
Jeffry Picower, the philanthropist and longtime Bernard Madoff
investor, asked the U.S. Bankruptcy Court for the Southern
District of New York to dismiss fraud claims in the suit brought
against him by the trustee liquidating Madoff's business, Carla
Main at Bloomberg news reported.  Mr. Picower said the fraud claim
against him "relies on baseless conclusions and idle speculation"
and should be dismissed.

According to the Bloomberg report, Mr. Picower, 67, a lawyer and
philanthropist from Palm Beach, Florida, said July 31 in court
papers that he was a victim of Madoff's fraud rather than a
beneficiary.  The foundation run by his wife, Barbara, was
shuttered after Mr. Madoff's Dec. 11 arrest, he said.

Mr. Picower's lawyer, William Zabel, said that his clients were
upright citizens who weren't in a special position to know of
Madoff's fraud and that the fraud "wiped out the Picowers'
charitable foundation, which gave many millions to support medical
research, the arts and education."

As reported by the Troubled Company Reporter on May 15, 2009,
Irving H. Picard, Esq., as trustee for the liquidation of the
business of Bernard L. Madoff Investment Securities LLC, has filed
a complaint against Jeffry M. Picower, his wife, his foundation
and his related entities.  Mr. Picard wants Mr. Picower, et
al., to return transfers totaling of $6.7 billion, majority of
which, the trustee says, are "other people's money."

According to the Complaint, Jeffry Picower was a beneficiary of
this Ponzi scheme for more than 20 years.  Since December 1995, he
and his related entities collectively profited from this scheme
through the withdrawal of more than $6.7 billion dollars.  The
Trustee's investigation has revealed that at least five billion
dollars of this amount was fictitious profit from the Ponzi
scheme.  In other words, Picower, et al., have received, at a
minimum, more than five billion dollars of other people's money.

The trustee's counsel, David J. Sheehan, Esq., at Baker &
Hostetler LLP, in New York, asserts that, among other reasons,
Mr. Picower "knew or should have known that they were profiting
from fraud because of the implausibly high rates of return that
their accounts supposedly achieved."  According to Mr. Sheehan,
Mr. Picower was one of a handful of BLMIS clients with special
access to information from BLMIS, including access to information
about BLMIS' 'target' rates of return for Picower's  accounts.  He
noted that in several cases, Picower's purported annual rates of
return were more than 100%, with some annual returns as high as
500% or even 950% per year.  The average annual rate of return for
the Picower Entities'' regular trading accounts between 1996 and
2007 was approximately 22%, even taking into account extremely low
rates of return in 2000 (ranging as low as negative 770%).  "These
anomalous and astronomical rates of return - both positive and
negative - were neither credible nor consistent with legitimate
trading activity, and should have caused any reasonable investor
to inquire further," Mr. Sheehan said.

Mr. Picower, et al., also knew or should have known that they were
reaping the benefits of manipulated purported returns, false
documents and fictitious profit, Mr. Sheehan asserted.  He cited
some purported "trades" in Picower, et al.'s accounts supposedly
took place before the relevant direction from Picower, or even
before the relevant account was opened or funded.  BLMIS records
further suggest, according to Mr. Sheehan, that not only was
Picower aware (or at a minimum, should have been aware) that BLMIS
was creating backdated transactions, but that Picower and/or his
agent may have used backdated documents to direct such backdated
trades themselves.

Mr. Sheehan asserts that the transfers or payments totaling
$6.7 billion to Picower, et al., are avoidable and recoverable
under Sections 544, 550(a)(1) and 551 of the Bankruptcy Code,
applicable provisions of SIPA, particularly 15 U.S.C. Sections
78fff- 2(c)(3), and applicable provisions of N.Y. CPRL 203(g)
(McKinney 2001) and N.Y. Debt. & Cred. Sections 273 - 276
(McKinney 2001).

                      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.


BRAINTECH INC: EVP Osborn to Get Stock for July-Sept. Salary
------------------------------------------------------------
Braintech, Inc., reports that on July 29, 2009, effective as of
July 1, the Company and Jerry L. Osborn, Executive Vice President,
Braintech and President, Braintech Industrial, Inc., entered into
an Amendment to Mr. Osborn's Employment Agreement.

The Amendment provides that effective July 1, 2009, Mr. Osborn's
salary and car allowance will be paid monthly in the form of
restricted common stock based on the average closing price of the
stock during the applicable month.  If the Company does not begin
to pay Mr. Osborn's salary in cash again starting with the first
pay period of October 2009, then Mr. Osborn may elect to terminate
his employment and sign a mutual general release with the Company.

In this event (i) he will receive 3,500,000 shares of restricted
common stock, (ii) the bonus stock which was placed in escrow
under his Employment Agreement will vest, and (iii) the bonus
stock options granted in connection with his Employment Agreement
will vest and may be exercised for 36 months after his termination
date.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the Company's
research and development activities, and employs a majority of the
company's technical personnel.

The Company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The Company's
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

As reported in the Troubled Company Reporter on January 2, 2009,
in a November regulatory filing with the Securities and Exchange
Commission, Braintech noted that its history of losses and
significant deficit raises substantial doubt about its ability to
continue as a going concern.  The Company noted that it has
generated only roughly $11.4 million in revenues since the
inception its current operations January 3, 1994.  The Company
expects to incur operating losses in the future.

As of March 31, 2009, the Company had $2,499,810 in total assets
and $5,266,068 in total liabilities, resulting in $2,766,258 in
stockholders' deficit.


BRAINTECH INC: Gets $3MM SVB and $1.5MM 60-Day Credit Facilities
----------------------------------------------------------------
Braintech Inc. on July 27, 2009, signed a non-binding term sheet
with Silicon Valley Bank for a new $3,000,000 credit facility.
The SVB Credit Facility will consist of two parts:

     -- a $2,200,000 term loan, which will be interest only for
        18 months from closing, and will then convert to an
        18-month term loan, with final maturity 36 months from
        closing.  The Term Loan will be secured by $2,200,000 in
        CDs or letters of credit from up to six parties; and

     -- an $800,000 credit line to be secured by the Company's
        accounts receivable.  The Credit Line will mature
        18 months from closing.

The parties intend to negotiate and sign the definitive agreements
for the SVB Credit Facility over the next four weeks.

On July 29, Braintech entered into a temporary 60-day Credit
Agreement dated as of July 11, 2009, with Royal Bank of Canada.
The RBC Credit Agreement provides for a 60-day term facility of
$1,506,000.  The RBC Credit Agreement requires monthly payments of
$50,000 and is payable in full on September 9, 2009.  As with
earlier credit agreements between the Company and RBC, the RBC
Credit Agreement is secured by a first priority security interest
on all of the Company's assets including its intellectual property
and by letters of credit provided by the Company's CEO, the
Company's Founder, a director of the Company, and other parties.
The LC Providers have a security interest in all of the Company's
assets including its intellectual property second in priority only
to the security interest of RBC.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the Company's
research and development activities, and employs a majority of the
company's technical personnel.

The Company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The Company's
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

As reported in the Troubled Company Reporter on January 2, 2009,
in a November regulatory filing with the Securities and Exchange
Commission, Braintech noted that its history of losses and
significant deficit raises substantial doubt about its ability to
continue as a going concern.  The Company noted that it has
generated only roughly $11.4 million in revenues since the
inception its current operations January 3, 1994.  The Company
expects to incur operating losses in the future.

As of March 31, 2009, the Company had $2,499,810 in total assets
and $5,266,068 in total liabilities, resulting in $2,766,258 in
stockholders' deficit.


BRSP LLC: S&P Changes Outlook to Negative; Retains 'CC' Rating
--------------------------------------------------------------
Standard & Poor's revised its outlook on BRSP LLC's $290 million
term loan due 2014 to CreditWatch with negative implications from
CreditWatch with developing implications, to match the CreditWatch
listing on its parent, CIT (CC/Negative/C).  The rating remains
unchanged at 'CC'.

BRSP LLC is wholly-owned by CIT. Since BRSP is not ring-fenced
from CIT, its debt rating is constrained by that of CIT.   Based
on the information currently available to us, S&P does not expect
changes in the ring-fencing status of BRSP.

S&P is withdrawing its debt rating on BRSP at the issuer's
request.


C & L LOFTS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: C & L Lofts, Inc
        37 N Orange Ave #760
        Orlando, FL 32801

Bankruptcy Case No.: 09-11186

Chapter 11 Petition Date: July 31, 2009

Debtor-affiliate that filed separate Chapter 11 petition April 9,
2009:

        Entity                                     Case No.
        ------                                     --------
The Plaza, LLC                                     09-4661

Debtor-affiliate that filed separate Chapter 11 petition November
10, 2008:

        Entity                                     Case No.
        ------                                     --------
Cornerstone-Orlando, LLC                           08-10595

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

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.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 4 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/flmb09-11186.pdf

The petition was signed by Cameron B. Kuhn, president of the
Company.


CABINET DOOR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cabinet Door Company of Texas, Inc.
        725 E. Main Street
        Lancaster, TX 75146

Bankruptcy Case No.: 09-34902

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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/txnb09-34902.pdf

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


CALPINE CORP: Court Approves Settlement With Noteholders
--------------------------------------------------------
Calpine Corporation and its reorganized debtor affiliates obtained
from Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York approval of a settlement agreement
dated May 22, 2009, they entered into with:

    * Manufacturers and Traders Trust Company, as Successor
      Indenture Trustee for Calpine's Subordinated Notes;

    * HSBC Bank USA, National Association, as Successor
      Indenture Trustee for certain of Calpine's Senior Notes;

    * U.S. Bank National Association, as Successor Indenture
      Trustee for certain of Calpine's Senior Notes;

    * UBS Securities, LLC, a noteholder;

    * SPO Advisory Corp., a noteholder;

    * each of Whitebox Hedged High Yield Partners LP, Pandora,
      Select Partners LP, Whitebox Special Opportunities Fund
      Series B Partners LP, Whitebox Convertible Arbitrage
      Partners LP, Whitebox Combined Partners LP, Cineasias
      Partners LP, DRE Partners LP, F Cubed Partners LP, and HFR
      RVA Combined Master Trust, each a noteholder;

    * Harbinger Capital Partners Master Fund I, Ltd., a
      noteholder; and

    * Goldman, Sachs & Co., a noteholder.

Prior to the Petition Date, Calpine issued 7.625% Senior Notes
due 2006, 8.75% Senior Notes due 2007, 7.875% Senior Notes due
2008, 7.75% Senior Notes due 2009, and 10.5% Senior Notes due
2006.  Also, prior to the Petition Date, Calpine issued 7.75%
Contingent Convertible Notes due 2015 pursuant to an Indenture,
dated August 10, 2000, between Calpine and Wilmington Trust
Company, as trustee, as supplemented by the Third Supplemental
Indenture, dated June 23, 2005.

The Subordinated Notes Indenture contains certain subordination
provisions, the scope of which has been the subject of dispute
between the Senior Noteholders and the Senior Notes Trustees on
the one hand, and the Subordinated Noteholders and the
Subordinated Notes Trustee on the other hand, for more than one
year.

On or about the Effective Date of the Reorganized Debtors' Plan
of Reorganization, by agreement among Calpine, the Senior Notes
Trustees, and the Subordinated Notes Trustee, Calpine (i)
withheld 9,752,262 shares of New Calpine Common Stock from
distribution to the Subordinated Noteholders and (ii) agreed to
fund the Intercreditor Subordination Dispute Escrow Account with
those shares.  The purpose of the Intercreditor Subordination
Dispute Escrow Account was to permit the Trustees to resolve a
dispute regarding the appropriate division of the Reserved
Shares, and upon resolution of the dispute, to immediately obtain
their each of their distributions without further involvement by
the Reorganized Debtors or the Bankruptcy Court.

Because the Parties were unable to fully agree on the terms of an
appropriate escrow arrangement, the Reorganized Debtors placed
the Reserved Shares into a segregated reserve over which they
maintain control.

On February 21, 2008, the Subordinated Notes Trustee commenced an
action by filing a complaint in the Supreme Court of the State of
New York, in New York County, seeking a declaration that, among
other things, the Subordinated Notes are not subordinated in
right of payment to the prior payment in full of postpetition
interest or post-effective date interest arising under the Senior
Notes.  The action was subsequently removed to the United States
District Court for the Southern District of New York.  The Senior
Notes Trustees answered the Complaint and counterclaimed that the
subordination provisions contained in the Subordinated Notes
Indenture require payment in full of all amounts due on the
Senior Notes, including postpetition interest and post-effective
date interest, prior to the payment of any amounts due on the
Subordinated Notes.  Additionally, the Senior Notes Trustees and
the Subordinated Notes Trustee each asserted a claim for
declaratory relief as to the priority of the payment in full of
trustee fees and expenses.  Furthermore, HSBC and the
Subordinated Notes Trustee each asserted a claim for declaratory
relief concerning the priority of the payment in full of the
Allowed Breach of Contract Claims granted to HSBC on behalf of
the holders of the 7.875% Senior Notes Due 2008 and the 7.75%
Senior Notes Due 2009 on account of their Asserted Breach of
Contract Claims.

Calpine and the Noteholder Parties negotiated in good faith
regarding the Intercreditor Subordination Dispute, the
Subordination Action, and the distribution of the Reserved Shares
and have agreed to the Settlement Agreement, which, among other
things, resolves the Intercreditor Subordination Dispute and the
Subordination Action and provides for the distribution of the
Reserved Shares.

The highlights of the Settlement Agreement are:

  (i) Calpine will distribute the Reserved Shares from the
      Intercreditor Subordination Dispute Reserve:

         (a) 6,641,473 Reserved Shares will be distributed to
             the Subordinated Notes Trustee, for distribution to
             the Subordinated Noteholders in accordance with the
             distribution provisions of the Plan; and

         (b) a total of 3,110,789 Reserved Shares will be
             distributed to HSBC and U.S. Bank, in their
             capacities as Senior Notes Trustees, for
             distribution to the respective Senior Noteholders
             in accordance with the distribution provisions of
             the Plan and the respective indentures governing
             the Senior Notes;

(ii) any and all future distributions after the date of the
      Settlement Agreement by Calpine from the disputed claims
      reserve under the Plan otherwise distributable to the
      class of Senior Noteholders and to the class of
      Subordinated Noteholders will be allocated, in accordance
      with the terms of the Plan, first to the Subordinated
      Noteholders to the extent necessary to result in the
      actual recovery and payment in full of the claims for
      principal and prepetition interest of the Subordinated
      Noteholders, whereupon all future distributions otherwise
      distributable to the class of Senior Noteholders and to
      the class of Subordinated Noteholders, from the disputed
      claims reserve will be allocated 65% to the
      Subordinated Noteholders and 35% to the Senior
      Noteholders, on a pro rata basis and for purposes of the
      Senior Notes, in accordance with certain percentages, as
      more fully set out in the Settlement Agreement; and

(iii) promptly after the Subordinated Notes Trustee has released
      certain shares of New Calpine Common Stock under its
      control, the Subordinated Notes Trustee and the Senior
      Notes Trustees will prepare, execute, and file with
      the District Court a joint stipulation for the dismissal
      with prejudice of the Subordination Action, and each of
      the parties will cooperate with one another and take any
      and all further steps necessary to secure dismissal of the
      Subordination Action, including all claims and
      counterclaims, with prejudice.

The Reorganized Debtors assert that the resolution of the
Intercreditor Subordination Dispute and the Subordination Action
benefits two of their largest creditor constituencies, the Senior
Noteholders and the Subordinated Noteholders, by eliminating the
uncertainty with respect to the recovery of those constituencies
and thereby facilitates full and complete consummation of the
Plan.

"Resolution of the Intercreditor Subordination Dispute and the
Subordination Action will move the Chapter 11 Cases closer to
conclusion and allow the Reorganized Debtors' professionals and
management to concentrate their efforts on running the
Reorganized Debtors' business and operations, which is in the
best interests of all creditors.," says James J. Mazza, Jr.,
Esq., at Kirkland & Ellis LLP, in New York.

Mr. Mazza adds that a clear majority of both the Senior
Noteholders and the Subordinated Noteholders have expressed
support for the Settlement Agreement by issuing direction letters
to their Trustees directing them to enter into the Settlement
Agreement on behalf of all holders.  At a minimum, Mr. Mazza
notes, the Settlement Agreement is not opposed by any significant
party-in-interest.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for Chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  As of Aug. 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.

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


CASTLE MEGASTORE: Emerges from Chapter 11; Names Franks as CEO
--------------------------------------------------------------
Castle Megastore said it has emerged from bankruptcy, achieving a
new milestone in its reinvention as a leading adult retailer.
Mark A. Franks will take ownership and continue to fulfill the
positions of president and chief executive officer.

The company officially exited its Chapter 11 reorganization after
meeting all closing conditions to the company's plan of
reorganization, which was confirmed by the U.S. Bankruptcy Court
for the District of Arizona in an order entered on May 19, 2009.

In connection with closing the sale transaction, Castle Megastore
Group, Inc. will take ownership and operate Castle Megastore's
retail stores.  The new Castle Megastore will continue to operate
in its corporate office in Tempe, Ariz.

"Today marks a defining moment in the reinvention of Castle
Megastore as a more customer-focused and leading adult retailer,"
says Mr. Franks.  "This has been a challenging period, but now is
the opportunity to take Castle Megastore to the next level and
create a more focused and flexible brand.

"We are dedicated to adhering to our core values of exceptional
service, revolutionary promotions and great product selections to
the benefit of our customers, employees, industry partners and
stakeholders. This is an exciting opportunity to re-position the
company for long-term success," he says.

The new Castle Megastore will execute the key elements of its plan
along with additional initiatives to achieve winning results.
Concentrating on adding to the company's retail locations and
continuing to expand the brand are only the beginning of new plans
on the horizon.

"We launched a series of initiatives over the past few years to
enhance the company's operational performance and refine our
merchandising and marketing strategy," says Franks. "Now we are
poised to take on new avenues to strengthen our brand."

Future innovations rolling out will be Castle Megastore's radio
station and customer relationship management technology.

Castle Radio will include personal interviews with the top
performers in the industry. Live feeds from its more than 100
signings -- and counting -- will feature performers like Jenna
Jameson, Ron Jeremy, Jesse Jane, Belladonna, Stoya and Tera
Patrick.  Castle Radio will also feature special events like the
signature Halloween Fashion Show and bridal shows.

Utilizing CRM software, Castle Megastore will be able to analyze
customer trends and send customized email communication to help
drive sales.  Along with personalized emails, customers will be
able to sign up for a loyalty card that will provide exclusive
benefits and discounts to members.

Under the leadership of Mr. Franks, the Company said in a
statement the year has been a successful one.  It is the recipient
of the Retailer of the Year award at the XBIZ Awards held in
Hollywood, Calif. The annual awards show honors excellence and
achievement in adult film, novelty, Internet and retail
categories.

Castle Megastore was also nominated for the Outstanding Retail
Chain "O" Award, presented by AVN Media Network, AVN Novelty
Business magazine and AVN Novelty Expo.  The inaugural awards
honor outstanding achievement in the pleasure product industry.

"Castle Megastore is thrilled to have won and been nominated for
significant awards in the adult industry in the same year," says
Mr. Franks. "We stand among distinguished industry leaders who
have had the privilege of receiving awards like these in the
past."

Castle Megastore -- http://www.castlemegastore.com/-- is an adult
retailer with 16 stores operating in Alaska, Arizona, New Mexico,
Oregon and Washington.


CELL THERAPEUTICS: Files Monthly Update at CONSOB's Directive
-------------------------------------------------------------
Pursuant to a request from the Italian securities regulatory
authority, CONSOB, Cell Therapeutics, Inc., provided a monthly
update of certain information relating to the Company's management
and financial situation with the U.S. Securities and Exchange
Commission.

Financial information normally reported by the Company on a
monthly basis, including earnings before interest, taxes,
depreciation and amortization and the net financial indebtedness,
as of June 30, 2009, will be promptly reported by August 6, 2009,
following the Company's quarterly filing of financial information
for the three and six month periods ended June 30, 2009, with the
SEC.

During the month of June 2009, these transactions contributed to
the change in the number shares of the Company's outstanding
Common Stock:

     -- The issuance of 24,235,986 shares of Common Stock in
        connection with the settlement of the Exchange Offers.

     -- The issuance of 180,300 shares of Common Stock relating to
        stock awards under the Company's 2007 Equity Incentive
        Plan.

     -- The issuance of 5,600 shares of Common Stock under the
        Company's 2007 Employee Stock Purchase Plan.

     -- The Company is not aware of any agreement for the resale
        of its shares of Common Stock on the MTA nor of the
        modalities by means of which shares of Common Stock were
        or will be resold.

In June 2009, the Company did not issue any new debt instruments.
The Company believes it is in compliance with the covenants on
each series of its outstanding convertible notes.

The Company announced the results of the Exchange Offers on
June 19, 2009.  In particular the Exchange Offers resulted in the
elimination of approximately $52.9 million in debt that is
expected to reduce the Company's annual interest expense by
approximately $3.3 million.

On July 7, Cell Therapeutics said it had requested and the
European Medicines Agency has agreed to an oral explanation in
support of the OPAXIO Marketing Authorization Application in
September 2009, which extends the review for the Committee for
Medicinal Products for Human Use opinion on approval until the
fourth quarter of 2009.

On July 22, Cell Therapeutics entered into an underwriting
agreement with Rodman & Renshaw, LLC to issue and sell 29,332,107
shares of the Company's common stock, no par value, and warrants
to purchase up to 7,333,027 shares of Common Stock, at a public
offering price of $1.30 per share of Common Stock and warrant to
purchase 0.25 shares of Common Stock.  Each warrant has an
exercise price of $1.70 per share of Common Stock.  The warrants
are exercisable immediately upon the date of issuance and
terminate nine months after the date of issuance.  All shares and
warrants were offered by the Company and were sold under the
Company's registration statement on Form S-3 (File No. 333-
158272), as supplemented by the prospectus supplement filed with
the Securities and Exchange Commission on July 22.

The Company granted the Underwriter a 30-day option to purchase up
to 4,399,816 additional shares of Common Stock and warrants to
purchase up to 1,099,954 additional shares of Common Stock to
cover over-allotments and the Company announced on July 24 that
the Underwriter elected to exercise the over-allotment option in
full at the closing of the Offering.  On July 28, the Company
closed the Offering.

In connection with the Offering and as partial compensation for
the Underwriter's services, the Company issued to the Underwriter
a warrant to purchase up to 586,642 registered shares of Common
Stock at an exercise price of $1.70 per share.  This warrant is
exercisable commencing on the date six months from the issuance
date and expiring five years from the closing date of the
Offering.

The Company received $41.7 million, net of underwriting discount,
from the sale of 33,731,923 shares of Common Stock and warrants to
purchase up to 8,432,981 shares of Common Stock in a public
offering.

A full-text copy of the Company's disclosure is available at no
charge at http://ResearchArchives.com/t/s?4090

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

At March 31, 2009, the Company's balance sheet showed total assets
of $42.9 million and total liabilities of $158.9 million,
resulting in a stockholders' deficit of about $116.0 million

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.


CELL THERAPEUTICS: Registers 8,432,981 Shares of Common Stock
-------------------------------------------------------------
Cell Therapeutics, Inc., filed a Registration Statement and
Prospectus on Form S-3 with the Securities and Exchange Commission
relating to its plan to offer up to 8,432,981 shares of common
stock, no par value, from time to time upon the exercise of
warrants issued and sold by the Company in connection with its
underwritten public offering of shares of common stock and the
warrants on July 22, 2009.

Each warrant described in the prospectus entitles its holder to
purchase 0.25 shares of common stock at an exercise price of $1.70
per share of common stock.  The warrants are currently exercisable
and must be exercised on or before April 28, 2010.

The warrants are not listed on any national securities exchange.
The Company's common stock is quoted on The NASDAQ Capital Market
and on the MTA stock market in Italy under the symbol "CTIC".  On
July 30, 2009, the last reported sale price of the Company's
common stock on The NASDAQ Capital Market was $1.49.

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

              http://ResearchArchives.com/t/s?408f

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

At March 31, 2009, the Company's balance sheet showed total assets
of $42.9 million and total liabilities of $158.9 million,
resulting in a stockholders' deficit of about $116.0 million

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.


CENTERLINE CAPITAL: S&P Affirms Counterparty Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Centerline Capital Group, including the 'B+'
counterparty rating.  The outlook remained negative.

Subsequent to the affirmation, S&P withdrew its ratings on the
company, at the issuer's request.


CIT GROUP: Raises Offer to 87.5 Cents on the Dollar
---------------------------------------------------
CIT Group Inc. (NYSE: CIT) on August 3 announced that, with the
consent of the lenders' steering committee for its recently
announced $3 billion secured credit facility, it has amended its
pending tender offer for its $1 billion of Floating Rate Senior
Notes due August 17, 2009.

"We are pleased to announce a constructive resolution to the
tender offer as we continue to make progress in the development
and execution of a broad restructuring plan that positions CIT for
the long-term," said Jeffrey M. Peek, Chairman and CEO.

As a result of the amendment, holders of all Notes tendered prior
to the expiration date at midnight, New York City time, at the end
of Friday, August 14, 2009, will receive the amended purchase
price of $875 in cash per $1,000 principal amount of Notes, as
total consideration in the Offer.  Previously, the purchase price,
which included an early delivery payment, was $825 per $1,000
principal amount of Notes.

CIT announced that the amendment to the Offer also reduces the
minimum tender condition to 58% of the Notes, an amount
approximately equal to the number of Notes which pursuant to the
Credit Facility the lenders are committed to tender and not
withdraw.  As of 5:00 p.m., New York City time, on Friday,
July 31, 2009, CIT had received tenders for 64.97% of the Notes.

The withdrawal deadline for the Offer has been extended until
midnight, New York City time, at the end of Wednesday, August 5,
2009. All other terms of the Offer remain unchanged.

Morgan Stanley & Co. Incorporated and BofA Merrill Lynch are the
Dealer Managers for the Offer. D.F. King & Co., Inc. is the
Depositary and Information Agent. Persons with questions regarding
the Offer should contact Morgan Stanley & Co. Incorporated toll
free at (800) 624-1808 or collect at (212) 761-5384 or BofA
Merrill Lynch at (980) 388-4813, Attn. Debt Advisory Services.
Requests for documents should be directed to D.F. King & Co., Inc.
toll free at (800) 758-5880 or collect at (212) 269-5550. The
terms and conditions of the Offer are set forth in the Offer to
Purchase dated July 20, 2009, and the Supplement dated July 23,
2009, copies of which are available from the Information Agent.

Individuals interested in receiving future updates on CIT via e-
mail can register at http://newsalerts.cit.com

                         Restructuring Plan

CIT has announced a comprehensive restructuring of its liabilities
to provide additional liquidity and further strengthen its capital
position.  Aside from the $3 billion loan, CIT commenced a cash
tender offer for its outstanding floating-rate senior notes due
August 17, 2009.  The price offered is less than face value, and
the Company has indicated that without a successful tender offer
it may have to file for bankruptcy protection.

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

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

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

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

                          About CIT Group

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

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

As reported by the TCR on July 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.


COLONIAL BANCGROUP: Fitch Downgrades Issuer Default Rating to 'C'
-----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of The Colonial BancGroup
(CNB) and its subsidiaries.  The ratings have been removed from
Rating Watch Evolving where they were placed on June 9, 2009.  A
complete list of ratings follows the end of this release.

The rating action follows the announcement that the pending
$300 million investment by Taylor Bean & Whitaker and its
consortium of investors has terminated.  CNB was mandated to raise
$300 million in equity from the private sector in order to receive
the much needed $550 million of capital through the Treasury's
Capital Purchase Program, for which CNB already received
preliminary approval.

Furthermore, CNB had entered into a Cease and Desist Order with
the Alabama State Banking Department and FDIC in June 2009, and
most recently with the Federal Reserve on July 22, 2009.  Among
various asset quality and management improvements, the C&Ds
require CNB to increase Colonial Bank's Tier I capital ratio to 8%
and Total Risk Based Capital ratio to 12% by September 30, 2009;
Colonial Bank's Tier I and Total Risk Based Capital ratios were
6.46% and 9.21% at June 30, 2009.  Fitch believes it will be
extremely challenging for CNB to raise the required capital by the
September 30, 2009 deadline.

Apart from the C&Ds, escalating credit problems have continued to
generate significant losses, further weakening the company's
capital position, and eroding the benefit of potential capital
augmentations, resulting in a net loss of $606 million for second
quarter-2009 (2Q'09).

A $25 billion banking company headquartered in Montgomery,
Alabama, CNB has become a Florida concentrated institution, with
the majority of the company's deposits and assets (including
mortgage warehouse) located within the state.  In addition to
Florida and Alabama, Colonial also has a presence in the states of
Georgia, Texas and Nevada.

Fitch has downgraded these ratings and removed them from Rating
Watch Evolving:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating (IDR) to 'C' from 'CCC'.

Colonial Bank

  -- Long-term IDR to 'C' from 'B-';
  -- Long-term deposits to 'CC/RR3' from 'B/RR3';
  -- Short-term IDR to 'C' from 'B';
  -- Short-term deposits to 'C' from 'B';
  -- Subordinated debt to 'C/RR6' from 'CC/RR6'.

Fitch has affirmed these ratings:

The Colonial BancGroup, Inc.

  -- Subordinated debt at 'C/RR6';
  -- Short-term IDR at 'C';
  -- Individual at 'E';
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Short-term deposits at 'C';
  -- Individual at 'E';
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Capital Trust IV

  -- Preferred stock at 'C/RR6'.

CBG Florida REIT

  -- Preferred stock at 'C/RR6'.


CONSTELLATION ENERGY: Fitch Downgrades Junior Notes to 'BB+'
------------------------------------------------------------
Fitch Ratings has downgraded Constellation Energy Group's Issuer
Default Rating to 'BBB-' from 'BBB' and Baltimore Gas & Electric's
IDR to 'BBB' from 'BBB+'.  Fitch also removes the IDRs of both
companies from Rating Watch Evolving and assigns Stable Rating
Outlooks.

The downgrade of CEG's ratings reflects a review of the expected
future corporate cash flows from CEG's businesses and the amount
of debt expected under two scenarios.  Fitch considered a primary
case in which the agreed sale of a 49.99% joint venture interest
in Constellation Energy Nuclear Generation to Electricite de
France is consummated, and an alternate case that considers the
consequences if the sale of the nuclear interest (the EDF
Transaction) is not completed.  Currently the Maryland Public
Service Commission is conducting proceedings to determine if the
EDF Transaction is in the public interest, and CEG is
simultaneously cooperating with the MPSC proceedings while also
continuing to challenge the MPSC's jurisdiction to rule on the
transaction.  The MPSC revised its schedule and now foresees
completing its hearings by October 16, three weeks beyond its
earlier expedited time line.  The EDF investment agreement will
terminate on December 17, 2009, unless extended by the parties.

While the primary scenario (with the EDF Transaction) would result
in greater near-term debt reduction and more favorable credit
ratios in 2010-2011, the alternate scenario would have more robust
cash flow and potential debt reduction in 2012 and thereafter.  On
balance, Fitch considered the outcome of either of the two
scenarios combined with the significant improvement CEG has
brought about in its risk profile and corporate liquidity to be
consistent with an investment grade IDR of 'BBB-'.

Fitch's removal of CEG from Watch Evolving and assignment of a
Stable Outlook reflects the company's accomplishment of the
divestiture of its Houston and London commodity trading businesses
and a material reduction of its trading exposures and collateral
and contingent collateral needs relating to trading exposures.
Lower net collateral and margin resulted in positive cash flows of
$1.1 billion in the first half of 2009, and CEG reported an
increase in its net available liquidity at June 30 2009, to
$5 billion versus $4 billion at April 30 and $2.6 billion at
March 31.  CEG has also begun the process of adding new sources of
liquidity to replace credit facilities that expire in 2009 and
facilities that will terminate upon closing the EDF Transaction.
Consequently, CEG has stabilized its liquidity and its future
back-up facilities can be resized to a more realistic level.

Both CEG and EDF, CEG's largest shareholder at approximately 8.5%
ownership, appear intent upon carrying out their investment
agreement, and there is a reasonable chance that the parties will
negotiate a settlement including the MPSC that permits the
transaction to go forward, although that could be at the cost of
some trade-offs.  While there is undoubtedly headline risk
associated with the MPSC proceedings on the EDF Transaction, CEG's
survival no longer hinges on completing the EDF Transaction.

BGE's individual IDR was downgraded in consideration of the
utility's weak and inconsistent cash flows over the past four to
five years and its continuing exposure to political and regulatory
pressure that could result in ongoing constraints on cash flow and
weak credit measures.  BGE is protected from variations in power
supply costs and volume variations by means of purchased gas and
purchased power recovery mechanisms, gas weather normalization,
and electric decoupling.  However, the utility is facing higher
capital expenditures over the next three years and is likely to
experience a lag in the cash recovery of the new investments.
Projected credit ratios for BGE are likely to decline after 2009
and are expected to be comparable to those of peer utilities in
the 'BBB' IDR category.  Fitch's removal of BGE from Watch
Evolving and assignment of a Stable Outlook reflects parent CEG's
improved business and financial risk profile and stabilized
liquidity.  BGE's gas and electric utility business will represent
about one-quarter to one-third of CEG's expected EBITDA going
forward.  While BGE's ratings and Outlook are not dependent upon
completion of the EDF Transaction or absence of the transaction,
the credit could be affected if material concessions are made to
facilitate a settlement with the MPSC.

                     The CEG Rating Scenarios

In Fitch's primary scenario the EDF Transaction is executed by
year-end 2009, and CEG's debt burden is reduced as transaction
proceeds are used to replace expiring credit facilities and to
repay debt.  In this case, total operating cash flow is lower in
the longer run because the profitable nuclear generation business
is shared with EDF as a joint venture partner; however, any cash
flow reduction in 2010 and 2011 would be largely or wholly offset
by a part of the EDF investment agreement that calls for EDF to
transfer $700 million present value to CEG, likely to be effected
through a power purchase contract between the joint venture and
CEG.  In 2012 and beyond, credit measures would likely be less
robust with the EDF Transaction than in the alternate scenario.

In the alternate scenario, without the EDF Transaction, CEG would
retain the full cash flows from its nuclear plant portfolio, but
would not receive the up-front transaction payment from EDF (a net
amount of approximately $3.5 billion pre-tax) nor the present
value transfer of $700 million pre-tax during the first two years
after the transaction.  In the alternate scenario (without EDF
Transaction), Fitch assumed that in order to support liquidity,
CEG would exercise its option to sell certain non-nuclear power
plants to EDF at specified prices (the EDF Put), resulting in
after-tax proceeds of around $1.4 billion, an amount that would
more than cover the $1 billion redemption of preferred stock held
by EDF in the event of the transaction termination.  CEG has so
far received regulatory approvals needed to transfer assets
subject to the EDF Put that aggregate $1.1 Billion of net
proceeds.  If the EDF Put is exercised, CEG would forego cash
flows from the plants sold to EDF, offset by the cash flows of the
retained half interest in CENG.  Under this scenario, CEG would
not reduce material amounts of debt in the near-term; leverage
measures would likely be higher and interest coverage somewhat
lower through 2012.  In 2012 and beyond, this scenario is likely
to produce more robust cash flow and credit measures because of
the retention of the full ownership of CENG and especially so if a
carbon pricing regime enhances the long-term cash flow of the
nuclear operations.

In both the primary and alternate scenarios, Fitch considered the
financial benefits to CEG of the high contractual cover EBITDA
from generation for 2009 (100%), 2010 (84%) and 2011 (57%) at
favorable prices relative to currently depressed spot market
prices.  After 2011, the majority of CEG's expected power output
is exposed to market prices for replacement contracts.  CEG's
competitive customer supply business currently benefits from
improved pricing conditions and business terms in that
marketplace, offsetting voluntary or involuntary volume declines.
CEG and its partner EDF continue to participate in a separate
joint venture (UniStar) to construct new nuclear plants in the
U.S., including Calvert Cliffs 3 in Maryland, contingent upon
financing availability and Nuclear Regulatory Commission and other
approvals; that plan is not reflected in the CEG ratings as it is
still beyond Fitch's credit horizon.

Fitch downgrades these ratings and assigns Stable Outlooks to the
long-term ratings:

Constellation Energy Group, Inc.

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Senior unsecured notes to 'BBB-' from ' BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Commercial paper to 'F3' from 'F2';
  -- Junior subordinated notes to 'BB+' from 'BBB-'.

Baltimore Gas and Electric Company

  -- Long-term IDR to 'BBB' from 'BBB+';

  -- Rating Outlook to Stable from Watch Evolving

  -- Senior unsecured notes/pollution control revenue bonds to
     'BBB+' from 'A-';

  -- Preferred stock to 'BBB' from 'BBB+'.

BGE Capital Trust II

  -- Preferred stock to 'BBB' from 'BBB+'.

In addition, Fitch affirms these ratings:

Baltimore Gas and Electric Company

  -- Short-term IDR affirmed at 'F2';
  -- Commercial paper affirmed at 'F2'.

Fitch has also removed the above ratings from Rating Watch
Evolving.


CONTINENTAL AIRLINES: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for
Continental Airlines, Inc., at 'B-' and has revised the company's
senior unsecured rating to 'CC/RR6' from 'CCC/RR6' in accordance
with Fitch's updated notching guidelines.  The revision of the
unsecured debt rating follows recent changes in Fitch's notching
criteria for issuers with IDRs of 'B-' or below.  The Rating
Outlook for CAL is Stable.

The rating affirmation follows a period of extreme revenue
pressure driven by the global recession that has undermined CAL's
ability to return to profitability and consistently positive free
cash flow.  While the dramatic pull-back in crude oil and jet fuel
prices since last summer's peak has offset much of the revenue
weakness in first half-2009 (1H'09), the industry revenue outlook
remains very weak.  In particular, the sharp decline in high-fare
business bookings seen over the last several months has eroded
passenger unit revenue dramatically, with no indications of a
quick reversal in business demand trends moving into the fall.

Given the weak revenue outlook and the potential for intensifying
liquidity pressures through 2H'09, CAL's relatively strong
unrestricted cash position will continue to provide the carrier
with more flexibility than its network carrier rivals during a
period of extreme operating stress.  As of June 30, CAL reported
total unrestricted cash and short-term investments of
$2.8 billion.  This represents more than 20% of total revenues
over the last twelve months -- a ratio that remains superior to
that seen at other network carriers such as United, US Airways and
American.  Looking ahead to the end of the third quarter, CAL
expects unrestricted liquidity to total $2.4 billion.

Like all of the U.S. global network carriers, CAL reported big
declines in revenue per available seat mile during the second
quarter, driven in large part by the collapse in high-fare
business travel demand linked to the recession.  Mainline RASM
fell by 17% in the second quarter, with an 18% decline in mainline
passenger yields accounting for all of the RASM drop.  As high-
yield demand has dried up, CAL and its competitors have continued
to discount fares aggressively to stimulate leisure demand and
boost load factors.  Management noted on its July 21 earnings call
that RASM deterioration appeared to be stabilizing at low levels
in June and July.  However, the outlook for business demand during
the post-Labor Day period remains highly uncertain.  Fitch now
regards full-year 2009 RASM declines in excess of 10% as more
likely for CAL and its global network carrier competitors, raising
the risk that free cash flow will remain negative for at least the
next two quarters.

In response to the soft demand outlook, particularly in hard-hit
trans-Atlantic markets, CAL announced plans on July 21 to adjust
mainline capacity down further in the post-August period.
Mainline capacity for the full year is now projected to be down
5.6%, and trans-Atlantic capacity is projected to fall by 9.1%
this year.  Furthermore, CAL plans to reduce headcount by an
additional 1,700 positions as part of the capacity reduction
initiative.  This should help counter much of the unit cost
pressure linked to the 2009 capacity pull-down.  Non-fuel unit
cost pressure has been fairly modest in 1H'09, as CAL has been
successful in trimming costs -- particularly on the labor line as
the size of the network has been reduced in response to the weak
demand environment.

Fuel remains a source of significant cash savings this year
following the steep drop in energy prices after last July's peak.
CAL projects full-year 2009 fuel cost savings of $2.7 billion
based on the current full year average consolidated jet fuel price
assumption of $1.92 per gallon.  As underwater fuel derivative
positions have rolled off this year, cash flow volatility driven
by the need to post cash collateral with hedge counter-parties has
diminished.  For all of 2009, CAL's fuel hedges are expected to
drive an increase of approximately 24 cents per gallon in the
average jet fuel price paid.

CAL's relative liquidity strength is likely to be eroded somewhat
through 2010 even if the revenue environment improves modestly in
line with a global economic recovery next year.  In particular,
cash balances will be impacted by heavy scheduled debt maturities
of $943 million in 2010 and $1.1 billion in 2011.  CAL's recent
success in tapping the aircraft-backed debt markets bodes well for
a potential refinancing of those maturing obligations, but a
return to tighter credit market conditions would put more pressure
on CAL's liquidity position if maturities must be met solely out
of cash balances and weak free cash flow.  CAL also faces a need
to fund its defined benefit pension plans, which remain
substantially under-funded. Required cash contributions, projected
at $150 million this year, are likely to rise in 2010 as a result
of weak asset returns in 2008 and a larger unfunded liability.

Fitch may revise CAL's Rating Outlook to Negative or downgrade the
ratings in the coming months if no evidence of recovery in global
business travel demand appears, driving a continuation of large
year-over-year declines in RASM and persistent operating losses
for CAL.  A decline in unrestricted liquidity to less than
$2.0 billion, in light of the heavy 2010 and 2011 debt maturities,
could also trigger a negative rating action.  Fitch views the
continuation of improved capital market access trends as vital for
CAL in preserving liquidity during the industry downturn.


COOPER-STANDARD: Files Chapter 11 to Restructure Balance Sheet
--------------------------------------------------------------
Cooper-Standard Holdings Inc., and its affiliates, including
Cooper-Standard Automotive Inc., on August 3 filed voluntary
petitions for reorganization under Chapter 11 before the U.S.
Bankruptcy Court for the District of Delaware.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, will seek relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Certain of the Company's current lenders have agreed to provide
the Company with up to $175 million in debtor-in-possession (DIP)
financing.   The DIP financing consists of a $175 million
superpriority delayed draw term loan facility plus a $25 million
standby uncommitted single draw term loan facility.

The DIP financing is subject to approval of the U.S. and Canadian
bankruptcy courts.  The Company will use the funds, along with its
current cash balance and future cash flow, to formulate and
implement a restructuring plan and pay normal operating expenses,
including employee wages and payments to suppliers.  The Company
currently has $15 million in cash on hand.

Cooper-Standard filed a variety of customary first day motions
with the U.S. Bankruptcy Court in Delaware to enable it to
continue business as usual during the restructuring, including
requests to continue paying employee wages and benefits as usual.

The Company intends to continue operating "business as usual"
during the reorganization process and anticipates no interruption
in its supply to customers.  The filings include all wholly-owned
U.S. and Canada operations.  The Company's joint venture entities
in the U.S. and around the world are not included in the filing.
Cooper-Standard's other foreign subsidiaries are not included in
the filing and will not be impacted.

"Restructuring the Company's balance sheet to align with the new
automotive marketplace is the right decision at the right time,"
said James S. McElya, Chairman and Chief Executive Officer of
Cooper-Standard.  "Today's action will allow the Company to
maintain its leadership position in the industry, preserve its
business relationships and continue providing innovative
technology to our customers.  We expect to emerge from Chapter 11
a much stronger and more competitive Company."

                      Restructuring Plan

Before filing for bankruptcy, the Company engaged in negotiations
with senior lenders, while continuing to pursue alternatives with
equity sponsors Goldman Sachs and Cypress Group.

According to the Company's news release, significant progress has
been made in these negotiations and the Company is hopeful that it
will reach agreement with its lenders and other constituents and
be able to implement an agreement in the near term.  Under the
most recent proposal supported by holders of a majority of the
Company's senior secured debt, the Company's balance sheet would
be significantly deleveraged, as the Company would reduce its
approximately $1.1 billion of bank and bond indebtedness to
approximately $350 million.  In addition, the lenders' proposal
contemplates an exit financing facility of $100 million to $150
million.

The balance sheet restructuring follows an operational
restructuring implemented in March 2009 that has enabled the
Company to realize $47 million in annual savings.

Allen J. Campbell, vice president and CFO of Cooper-Standard, said
in the "first-day affidavit" that while the Debtors have made
progress in negotiations with the senior lenders, the Debtors have
not yet reached agreement on the terms of the Chapter 11 plan.

                     Outstanding Indebtedness

In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 20009.

Allen J. Campbell, vice president and CFO of Cooper-Standard,
relates that as of the petition date, the Company had about
$1,170,000,000 of outstanding indebtedness on a consolidated
basis, of which $84.3 million consisted of draws on a senior
secured revolving credit facility; $522.8 million consisted of
five senior secured term loan facilities; $513.4 million consisted
of unsecured senior and senior subordinated bond debt; and $49.9
million consisted of debt on account of other credit facilities,
capital leases, swaps, and miscellaneous obligations.

Cypress Group and Goldman Sachs Capital Partners Funds bought
Cooper-Standard in 2004 for $1,165,000,000 in cash.  To finance
the acquisition, the Company accessed $125 million of revolving
credit, and term loan facilities aggregating $350 million.

The Company in February 2006 acquired the fluid handling
businesses in North America, Europe and China from ITT Industries
Inc. for approximately $202 million.  The acquisition was funded
with a notional amount of $215 million term loan.

In August 31, 2007, the Company completed the acquisition of nine
Metzeler Automotive Profile Systems sealing operations in Germany,
Italy, Poland, Belarus, Belgium, and a joint venture interest in
China from Automotive Sealing Systems S.A.  The MAPS business were
acquired for $144 million, mostly by using borrowings.

                        Road to Bankruptcy

According to Mr. Campell, "The current and unprecedented global
economic crisis has had a crushing effect on the automotive
industry and ultimately the Company's business."

Automotive sales in the U.S. have declined significantly in 2008
and 2009.  Since the majority of the Company's customers are OEMs
and their suppliers, the Company has likewise experienced a
significant fall off in sales, resulting in a decline in operating
income and EBITDA.  For the quarter ending March 31, 2009, the
Company generated only $401.7 million in sales, compared with
$756.0 million for the same period in 2008.

                       About Cooper-Standard

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry.  Products include body sealing systems, fluid
handling systems and NVH control systems.  The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share.  The Company's main custoemrs include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.

Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.  For
more information, visit the Company's Web site at:
http://www.cooperstandard.com/

Cooper-Standard is a privately-held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard FrŠres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.


COOPER-STANDARD: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cooper-Standard Holdings Inc.
        39550 Orchard Hill Place Drive
        Novi, Michigan 48375

Bankruptcy Case No.: 09-12743

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sterling Investments Company                       09-12750
Cooper-Standard Automotive Inc.                    09-12744
NISCO Holding Company                              09-12751
Cooper-Standard Automotive FHS Inc.                09-12745
Cooper-Standard Automotive NC L.L.C.               09-12752
Cooper-Standard Automotive Fluid Systems Mexico Ho 09-12746
CS Automotive LLC                                  09-12753
StanTech, Inc.                                     09-12747
CSA Services Inc.                                  09-12754
Westborn Service Center, Inc.                      09-12748
Cooper-Standard Automotive OH, LLC                 09-12755
North American Rubber, Incorporated                09-12749

Type of Business: The Debtors make fluid handling, body sealing,
                  and noise, vibration and harshness control
                  components for passenger vehicles and light
                  trucks.

                  See http://www.cooperstandard.com/

Chapter 11 Petition Date: August 4, 2009

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Gary L. Kaplan, Esq.
                  Richard Slivinski, Esq.
                  Peter B. Siroka, Esq.
                  Fried, Frank, Harris, Shriver & Jacobson LLP
                  One New York Plaza
                  New York, NY 10004
                  Tel: (212) 859-8000
                  Fax: (212) 859-4000
                  http://www.ffhsj.com

Debtors'
Co-Counsel:       Mark D. Collins, Esq.
                  Michael J. Merchant, Esq.
                  Chun I. Jang, Esq.
                  Richards, Layton & Finger PA
                  One Rodney Square
                  902 N. King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://www.rlf.com

Debtors'
Financial
Advisor:          Alvarez & Marsal
                  600 Lexington Avenue
                  New York, NY 10022
                  http://www.alvarezandmarsal.com/

Debtors'
Investment
Banker:           Lazard Freres & Co.
                  30 Rockfeler Place
                  New York, NY 10020
                  http://www.lazard.com/

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (866) 381-9100
                  http://www.kccllc.net/

The Debtors' financial condition as of March 31, 2009:

Total Assets: $1,733,017,000

Total Debts: $1,785,039,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wilmington Trust Company       8.375% Sr. Sub.   $313,350,000
as Indenture Trustee           notes due Dec.
Rodney Square North            15, 2014
100 N. Market St.
Wilmington, DE 19890
Tel: (302) 636-5410
Fax: (302) 636-4145

Wilmington Trust Company       7.000% Sr. Notes  $313,350,000
as Indenture Trustee           due Dec. 15, 2012
Rodney Square North
100 N. Market St.
Wilmington, DE 19890
Tel: (302) 636-5410
Fax: (302) 636-4145

State of Ohio Environmenal     consent           $2,700,000
Protection Agency
1800 WaterMark Drive
Columbus, Ohio 43266-0149
Tel: (614) 644-3020
Fax: (614) 644-2329

Robert Bosch LC                trade vendor      $713,782
38000 Hils Tech Drive
Farmington Hils, MI 48331
Tel: (248) 876-1000
Fax: (876) 876-1116

Gil-Mar Manuacturing           trade vendor      $477,815

Summit Metals Services Inc.    trade vendor      $449,326

EMS-Chemie Na Inc.             trade vendor      $448,778

Evonik Degussa Corporation     trade vendor      $437,456

TMS Corporation                trade vendor      $395,668

Premier Too & Die Cast Corp.   trade vendor      $375,451

Kongsberg                      trade vendor      $306,805

TI Group Automotive Systems    trade vendor      $259,315

Vitrica SA de CV               trade vendor      $259,312

Calvary Automation Systems     trade vendor      $248,191

Signature Aluminum Inc.        trade vendor      $247,428

Precix                         trade vendor      $211,226

H&L Too Co. Inc                trade vendor      $202,485

Thunder Tooing & Mfg. Ltd.     trade vendor      $201,791

Vacuum Instrument Corporation  trade vendor      $192,780

USI Inc.                       trade vendor      $183,096

GHSP                           trade vendor      $183,101

Tubos Samaue De Mexico         trade vendor      $182,220

Papp Plastics                  trade vendor      $179,316

Gonzalez Group LLC             trade vendor      $178,209

Titeflex Corporation           trade vendor      $176,633

Hi-Vo Products                 trade vendor      $173,481

Apollo Metals                  trade vendor      $166,390

Pension Benefit Guaranty Corp. trade vendor      unknown

Cooper Tire & Rubber           trade vendor      unknown

Michigan Department of         Gayford           unknown
Environmenta Quality           groundwater
                               contamination
                               remediation

The petition was signed by Allen J. Campbell, chief financial
officer.


COREL CORP: Hagerman Assumes CEO Post on Permanent Basis
--------------------------------------------------------
Corel Corporation on July 29, 2009, said Kris Hagerman, who joined
the Company as interim Chief Executive Officer in May 2008, will
assume the role of Chief Executive Officer on a permanent basis,
effective immediately.

The Company also said the appointment of Joe Roberts as Executive
Vice President, Products, on a permanent basis and the planned
departure of Doug McCollam as Chief Financial Officer.

The Company previously announced on May 5, 2008, that Mr. Hagerman
had been appointed as interim Chief Executive Officer, and he has
served in that capacity since May 8, 2008.  Prior to his tenure
with the Company, Mr. Hagerman, 45, served as a Senior Advisor at
Vector Capital, an indirect holder of roughly 69% of Corel's
outstanding common shares.  From 2005 to 2007, Mr. Hagerman served
as Senior Vice President of the Storage and Server Management
Group of Symantec Corporation, a provider of infrastructure
software, and then as Group President of Symantec's Data Center
Management Group.  Prior thereto, he served as Executive Vice
President and General Manager of the Storage and Server Management
Group for Veritas Software Corporation, a provider of storage
management systems.  From 2001 to 2004, Mr. Hagerman held
executive positions with Veritas including Vice President of
Alliances, Vice President of Strategic Operations, followed by
Senior Vice President of Strategic Operations and Executive Vice
President of Strategic Operations.  Mr. Hagerman received his MBA
from Stanford University.

There are no arrangements between Mr. Hagerman and any other
person pursuant to which Mr. Hagerman was selected as Chief
Executive Officer, nor are there any transactions to which the
Company was or is a participant and in which Mr. Hagerman has a
material interest subject to disclosure under Item 404(a) of
Regulation S-K.

Mr. Hagerman has no family relationship with any director or
executive officer which would otherwise be subject to disclosure.

On July 28, 2009, the Company and Mr. Hagerman substantially
finalized the terms on which Mr. Hagerman shall serve as the Chief
Executive Officer of the Company effective as of July 28 and
unless and until terminated by either party upon written notice.
Mr. Hagerman will receive an annual base salary of $600,000 for
the term of the agreement, subject to annual review and adjustment
by the Board of Directors.  Mr. Hagerman is also eligible to
participate in the Company's Annual Incentive Plan with a target
incentive of $400,000.  The specific targets are set by the Board
of Directors annually in consultation with Mr. Hagerman and
reflect achievement of management objectives, corporate revenue
and corporate EBITDA.

In the event that Mr. Hagerman's employment by the Company is
terminated without cause, he is entitled to severance compensation
equal to 12 months' base salary plus a pro rata portion of the
incentive compensation for the balance of the fiscal year
(assuming 100% achievement), as well as 12 months' additional
medical benefits coverage.  If the Company completes a Significant
Event -- as defined in the Company's 2006 Equity Incentive Plan --
then all of Mr. Hagerman's unvested options will be deemed to vest
on completion of that event, provided that, if Mr. Hagerman
departs the Company within 6 months after the Significant Event,
he will be required to forfeit the accelerated options or any
common shares or cash received in connection with those
accelerated options.

Mr. McCollam will be departing as Chief Financial Officer of the
Company to take a career sabbatical, but will remain with the
Company in that position until a permanent replacement is
identified and to assist during a transition period.  The Company
is currently conducting a search for a replacement Chief Financial
Officer.  Mr. McCollam's employment agreement has recently been
amended to provide that, in the event that his employment by the
Company is terminated without cause and, if requested by the
Company, he completes a 30 day transition period with the
replacement Chief Financial Officer, then he is entitled to be
paid (1) a pro rated portion of his AIP (assuming 50%
achievement), (2) severance compensation equal to 12 months' base
salary plus target incentive compensation (assuming 100%
achievement), (3) 12 months' additional medical benefits coverage,
and (4) in lieu of the remainder of his outstanding retention
bonus, an amount equal to 30% of his base pay from July 1, 2009,
until the completion of the 30 day transition period.

Mr. Roberts is joining the Company on a permanent basis as
Executive Vice President, Products.  The Company previously
announced on March 24, 2009, that Mr. Roberts had been hired as
the Interim Executive Vice President, Products.

"We are delighted that Kris is joining Corel as its permanent
CEO," said Alex Slusky, Chairman of Corel's Board of Directors and
Managing Partner at Vector Capital, the Company's majority
shareholder.  "Since joining the Company, Kris has been actively
engaged in advancing all aspects of Corel's business strategy,
while steering the Company through a very challenging economic
cycle."

"I'm excited about joining Corel on a permanent basis and by the
opportunity to drive the future of the company with a longer-term
outlook," said Mr. Hagerman.  "In my time at Corel, I've been
impressed by the quality and commitment of the team, and I'm
excited about what Corel can accomplish in the years ahead as we
look to leverage the many strengths of the company, including its
vast customer base, the depth and breadth of its product
portfolio, its reputation for innovation, quality, and value, and
its global distribution channels."

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.

Corel reported $217,990,000 in total assets and $230,109,000 in
total liabilities, resulting in $12,119,000 of stockholders'
deficit at May 31, 2009.

Corel's working capital deficiency at May 31, 2009, was
$13,200,000, an increase of $6,900,000 from the November 30, 2008,
working capital deficiency of $6,300,000.

                           *     *     *

The Troubled Company Reporter reported on November 6, 2008, that
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings, on Ottawa-based
packaged software provider Corel Corp.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed March 31, 2008.  The outlook is stable.  At
August 31, Corel had US$159 million of debt outstanding.


COYOTES HOCKEY: Glendale Can Keep Some Negotiation Files Private
----------------------------------------------------------------
Phoenix Business Journal reports that Maricopa County Superior
Court Judge Edward Burke has ruled that most of the documents
dealing with negotiations by the city of Glendale, Arizona, with
the Phoenix Coyotes may remain sealed under a state law that
allows nondisclosure in cases of legal negotiations.

According to Business Journal, 34 of the 322 pages of the
documents will have to be released as part of a lawsuit filed by
the Goldwater Institute.

As reported by the Troubled Company Reporter on July 10, 2009, the
Goldwater Institute watchdog group was seeking to get a look at
Glendale's negotiations with Jerry Reinsdorf regarding his bid for
Phoenix Coyotes.  Goldwater Institute wanted to see what Glendale
had been talking to Mr. Reinsdorf about including any possible
incentives, subsidies or lease changes.  Glendale refused a public
records request by Goldwater Institute, which then sued the city
in June 2009, asking the court to make Glendale turn over the
records.  Glendale said that Goldwater Institute's request didn't
fit into the state's public records law.  Phoenix Coyotes owner
Jerry Moyes' lawyers also asked the U.S. Bankruptcy Court for the
District of Arizona to require more information on Mr. Reinsdorf's
$148 million bid for the team.  Mr. Moyes was also seeking
information from Mr. Reinsdorf's business partners and the
National Hockey League regarding the bid.

Business Journal relates that Glendale fought attempts to release
the documents because negotiations are ongoing.

Judge Burke, Business Journal states, also ordered Glendale to
release the documents as soon as a decision is made to bring a
proposal to the City Council.  Judge Burke, based on the city's
ability to call a special meeting with 24 hours notice, sought to
give Goldwater and any other interested parties more time to
review the documents before a final decision was made, Business
Journal reports.

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.

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.


COYOTES HOCKEY: Jerry Reinsdorf's Bid Gets NHL's Approval
---------------------------------------------------------
Nancy Kercheval at Bloomberg News reports that the National Hockey
League's board of governors unanimously approved Jerry Reinsdorf's
$148 million bid for Phoenix Coyotes, and rejected Jim Balsillie's
$212.5 million bid.

NHL Commissioner Gary Bettman said in a statement, "We will so
advise the Bankruptcy Court and we will move this process
forward."

According to Bloomberg, Mr. Balsillie's spokesperson Bill Walker
said that based on bankruptcy Judge Redfield Baum's ruling in June
2009, the NHL can't keep Mr. Balsillie from taking ownership of
Phoenix Coyotes unless it can prove there have been "material
changes" in PSE since 2006, but "no such change was raised with us
today [July 30]".

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.


CRESCENT RESOURCES: U.S. Trustee Appoints 6 Members to Panel
------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102 (a) (1) and (b) (1), Charles F.
McVay, united states trustee for Region 7, appointed these parties
to the Committee of Unsecured Creditors in the Chapter 11 cases of
Crescent Resources Inc. and its affiliates:

1. HCH
    (Rim Golf Investors L.L.C. and Chaparral Pines Investors LLC)
    c/o R. Perry Overstreet
    3017 SE 156 Avenue
    Vancouver, WA.98683
    Telephone: (928) 978-0662
    E-mail: Rperryo@yahoo.com

2. Rim Chapparal Pines Real Estate Services, LLC
    (Portland Group LLC)
    c/o Lawrence M. Throneburg, III
    3801 N. Goldwater Blvd., #400.
    Scottsdale, AZ 85251
    Telephone: (928) 200-1385
    Fax: (480) 284-7739
    E-mail: lmt51@aol.com

3. Hofer Builders, Inc.
    (Crescent Bartram Park I, LLC )
    c/o David Hofer
    301 North Saginaw Blvd.
    Saginaw, Tex. 76179
    Telephone: (817)232-2166
    Fax: (817) 232-4886
    E-mail: dhofer@hoferbuilders.com

4. Honors Golf
    (WGV, LLC)
    c\o Robert L. Shults, Jr.
    3455 Peachtree Road NE, Suite 500
    Atlanta, GA 30326
    Telephone: (404) 261-8333
    Fax: (404) 995-7001
    E-mail: rob.shults@honoursgolf.com

5. WorldWest Limited Liability Company
    (Rim Golf Investors LLC)
    c\o Thomas Hornbaker
    609 New Hampshire St.
    Lawrence, KS 66044
    Telephone: (785) 832-7175
    Fax: (785) 832-7120
    E-mail: Thornbaker@ljworld.com

6. Gladys Elder
    (Crescent Resources, LLC)
    412 San Lanta Circle
    Sanford, FL.32771
    Telephone: (407) 322-3631
    (407) 872-6222(Paul Byron, Esq)
    Fax: (407) 872-6822(Paul Byron)
    E-mail: geetutu@bellsouth.net(Elder)
            Paul@productts law.ne (Paul Byron)

The Creditors Committee selected Robert L. "Rob" Shults, Jr., as
chair.

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

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

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


CRESCENT RESOURCES: Committee Retains Martine Winn as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Crescent
Resources LLC's cases asks the U.S. Bankruptcy Court for the
Western District of Texas, Austin Division, for permission to
retain Martinec, Winn, Vickers & McElroy, PC., to represent it
effective July 10, 2009.

Martinec Winn's work will include providing advice and counsel to
the Committee on matters relating to the bankruptcy case,
litigation related to the case, pleadings, and reorganization and
workout efforts.

The hourly rates to be charged by the personnel of the firm who
will be working on the case at this time are:

            Joseph D. Martinec         $400
            Rebecca S. McElron         $400
            Ed Winn                    $350
            Lee Vickers                $350
            Paralegals                 $100
            Law Clerks                  $35
            Administration              $20

The Committee believes that Martinec Winn has no interest adverse
to the unsecured creditors on any matters upon which they are to
be engaged.

The firm may be reached at:

     Martinec, Winn, Vickers & McElroy, P.C.
     600 Congress Avenue, Suite 500
     Austin, TX 78701
     Tel: (512) 476-0750
     Fax: (512) 476-0753
     E-mail: martine@mwvmlaw.com

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

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


CRESCENT RESOURCES: Top Executives Got $9.2MM Before Bankr. Filing
------------------------------------------------------------------
Court documents, according to CharlotteObserver.com, reveal that
Crescent Resources LLC paid 17 top executives $9.2 million in the
12 months before the bankruptcy filing.  The payments include more
than $3 million in what appears to be bonuses.

Crescent Resources paid on January 30, 2009, $3.6 million to 11
executives in lump sums ranging from $25,000 to $900,000.  James
Mozley and James Short -- presidents of Crescent Resources'
residential and land-management divisions -- both received at
least $1 million.

Creditors may try to recover executive payments if they were made
when the Company was insolvent, Elizabeth Gibson, a bankruptcy law
professor at UNC Chapel Hill, said.

As to plans by the creditors to recover those payments, Robert
Shults, president of Honors Golf, a member of the official
committee of unsecured creditors formed in the case, said, "We are
interested in it, but we have just formed the committee [of
unsecured creditors] and don't have an opinion on those payments."

The Company lost $420 million last year.

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

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


CRISMON CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Crismon Capital Group, LLC
        7208 East Cave Creek Road, Suite A
        Carefree, AZ 85377

Case No.: 09-18108

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Daniel E. Garrison, Esq.
                  Law Offices of Daniel E Garrison PLLC
                  7114 E Stetson Drive, Suite 300
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  Email: dan@andantelaw.com

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

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

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


D & L SALES: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: D & L Sales, LLC
        1930 Bobby Lee Point
        Sanford, FL 32771

Bankruptcy Case No.: 09-11273

Chapter 11 Petition Date: July 31, 2009

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

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: phill@whmh.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
10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb09-11273.pdf

The petition was signed by Lon J. Neuville, managing member of the
Company.


DBSI INC: Interim Report on Fraud Probe to Be Released Today
------------------------------------------------------------
Idaho Business Review says that the U.S. Bankruptcy Court for the
District of Delaware would release on August 4 an interim report
on the investigation into DBSI Inc.'s inter-company transactions
and transfers.

Court-appointed investigators found earlier this year evidence
that money from new DBSI investors was used to pay financial
obligations to those who had previously bought into the Company.
According to IBR, the state of Idaho also accused DBSI of engaging
in a Ponzi scheme.  DBSI schemed to defraud thousands of investors
out of millions of dollars through the sale of unregistered
securities, IBR says, citing the state.

IBR relates that Joshua Hochberg, who was appointed to conduct an
examination, said that he intended to make an interim report to
the U.S. Bankruptcy Judge Peter Walsh on August 4.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.


DELTA AIR LINES: Air New Zealand Opposes Delta-Virgin Tie Up
------------------------------------------------------------
Virgin Blue Airlines Group's plan to form a joint venture with
Delta to expand both carriers' reach between the U.S. and
Australia and the South Pacific, is being opposed by Air New
Zealand, citing "collusion on fares and capacity," according to
The Dominion Post.

Air New Zealand offers indirect services between Australia and
Los Angeles via Auckland.  It filed its formal opposition after
Singapore Airlines-backed Tiger Airways said that it would object
to the proposed Delta-Virgin Blue venture, says the report.

To recall, Delta and Virgin Blue announced on July 8, 2009, that
they will seek regulatory approval for their proposed revenue-
sharing agreement which will allow them to collaborate on route
and product planning, enforce code-sharing on each of their
networks, extend frequent flyer program benefits, and lounge
access to customers.

John Blair, Air New Zealand's general counsel found the proposed
joint venture "anti-competitive."  He added that in 2008, the
Australian Competition and Consumer Commission had rejected plans
for a "co-operation agreement" between Air New Zealand and Air
Canada on a Sydney-Vancouver route, which, according to Mr.
Blair, would lead to the unlikely success of the Delta-Virgin
Blue application, the Post reports.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.  The merger closed on October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  On May 21, 2007, the Court confirmed the
Northwest Debtors' amended plan.  That amended plan took effect
May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Northwest Airlines
Bankruptcy News and Delta Air Lines Bankruptcy News,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported by the TCR on June 29, 2009, Fitch Ratings has
downgraded the debt ratings of Delta Air Lines, Inc., and its
wholly owned subsidiary Northwest Airlines, Inc. -- (i) DAL's
Issuer Default Rating to 'B-' from 'B', First-lien senior secured
credit facilities to 'BB-/RR1' from 'BB/RR1', and Second-lien
secured credit facility to 'B-/RR4' from 'B/RR4', and (ii) NWA's
IDR to 'B-' from 'B'; and Secured bank credit facility to 'BB-
/RR1' from 'BB/RR1'.  The downgrade of DAL's ratings reflects the
continued erosion of the airline's near-term cash flow generation
potential that has resulted from extremely weak business travel
demand and large year-over-year declines in passenger revenue per
available seat mile.


DELTA AIR LINES: Bastian Disposed Of 20,000 Delta Shares July 28
----------------------------------------------------------------
Edward H. Bastian, president and chief operating officer of
Northwest Airlines Corporation, informed the Securities and
Exchange Commission on July 29, 2009, that he disposed of 20,000
shares of Delta Air Lines, Inc., common stock at a price of $6.53
per share on July 28.

Following the transaction, Mr. Bastian is deemed to beneficially
own 652,719 shares of Delta common stock.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.  The merger closed on October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  On May 21, 2007, the Court confirmed the
Northwest Debtors' amended plan.  That amended plan took effect
May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Northwest Airlines
Bankruptcy News and Delta Air Lines Bankruptcy News,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported by the TCR on June 29, 2009, Fitch Ratings has
downgraded the debt ratings of Delta Air Lines, Inc., and its
wholly owned subsidiary Northwest Airlines, Inc. -- (i) DAL's
Issuer Default Rating to 'B-' from 'B', First-lien senior secured
credit facilities to 'BB-/RR1' from 'BB/RR1', and Second-lien
secured credit facility to 'B-/RR4' from 'B/RR4', and (ii) NWA's
IDR to 'B-' from 'B'; and Secured bank credit facility to 'BB-
/RR1' from 'BB/RR1'.  The downgrade of DAL's ratings reflects the
continued erosion of the airline's near-term cash flow generation
potential that has resulted from extremely weak business travel
demand and large year-over-year declines in passenger revenue per
available seat mile.


DELTA AIR LINES: Techops and Hawaiian Air Have Support Pact
-----------------------------------------------------------
Delta Air Lines' (NYSE: DAL) maintenance division, Delta TechOps,
has entered into a memorandum of understanding (MOU) with
Honolulu-based Hawaiian Airlines.  The long-term agreement, which
could be valued at as much as $500 million, includes Delta
TechOps' Complete Fleet (TM) support for Hawaiian's new Airbus
330-200 fleet and an extension of an existing support agreement
for Hawaiian's Boeing 767 fleet.

The Complete Fleet services contract will cover line maintenance,
component maintenance services, inventory provisioning and
support, maintenance planning and scheduling, engineering support,
contractor management and other technical services for Hawaiian's
Airbus 330-200 fleet, with deliveries beginning in April 2010.

"We're thrilled to expand on our longtime partnership with
Hawaiian Airlines and honored that they will be the launch
customer of Delta TechOps' A330 capabilities," said Tony Charaf,
president of Delta TechOps.  "The strong partnership we have with
Hawaiian and our other maintenance, repair and overhaul customers
is the direct result of the men and women in Delta's Technical
Operations.  Their hard work, expertise and flexibility are what
make Delta TechOps unique."

The A330, which is just one component of Hawaiian's growth
strategy, serves as the airline's next generation of long-range
aircraft, allowing Hawaiian to expand its product and service.

"Delta has been an excellent partner in our 767 operations and we
are delighted they've put forward the most competitive bid for our
A330 program," said Charlie Nardello, Hawaiian senior vice
president of Operations.  "Delta's extensive network and the
expertise of their former NWA technical staff with Airbus give us
confidence that our induction of the A330 into Hawaiian's fleet
will be seamless."

                   About Hawaiian Airlines

Hawaiian is the nation's highest-ranked carrier for service
quality and performance in 2008 in the 19th annual Airline Quality
Rating study.  Hawaiian has also led all U.S. carriers in on-time
performance for each of the past five years (2004-2008) and has
been an industry leader in fewest misplaced bags during that same
period (No. 1 from 2005-2007, No. 2 in 2008) as reported by the
U.S. Department of Transportation.  Consumer surveys by Conde Nast
Traveler, Travel + Leisure and Zagat have all ranked Hawaiian as
the top domestic airline serving Hawaii.

Now in its 80th year of continuous service in Hawaii, Hawaiian is
the state's biggest and longest-serving airline, as well as the
largest provider of passenger air service to Hawaii from the
state's primary visitor markets on the U.S. mainland.  Hawaiian
offers nonstop service to Hawaii from more U.S. gateway cities
(10) than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides more than 160 daily jet flights within the Hawaiian
Islands.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc.
(NASDAQ: HA).  Additional information is available at:
http://www.HawaiianAirlines.com/

                        About Delta TechOps

Delta TechOps is the largest airline maintenance, repair and
overhaul provider in North America, generating more than
$500 million in revenue in 2008.  In addition to providing
maintenance and engineering support for Delta's fleet of more than
750 aircraft, Delta TechOps serves more than 150 other aviation
and airline customers around the world, specializing in high-skill
work like engines, components, hangar and line maintenance.  Delta
TechOps employs more than 8,500 maintenance professionals and is
one of the world's most experienced providers, with more than
seven decades of aviation expertise.  More about Delta TechOps is
available at http://www.deltatechops.com/

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.  The merger closed on October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  On May 21, 2007, the Court confirmed the
Northwest Debtors' amended plan.  That amended plan took effect
May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Northwest Airlines
Bankruptcy News and Delta Air Lines Bankruptcy News,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported by the TCR on June 29, 2009, Fitch Ratings has
downgraded the debt ratings of Delta Air Lines, Inc., and its
wholly owned subsidiary Northwest Airlines, Inc. -- (i) DAL's
Issuer Default Rating to 'B-' from 'B', First-lien senior secured
credit facilities to 'BB-/RR1' from 'BB/RR1', and Second-lien
secured credit facility to 'B-/RR4' from 'B/RR4', and (ii) NWA's
IDR to 'B-' from 'B'; and Secured bank credit facility to 'BB-
/RR1' from 'BB/RR1'.  The downgrade of DAL's ratings reflects the
continued erosion of the airline's near-term cash flow generation
potential that has resulted from extremely weak business travel
demand and large year-over-year declines in passenger revenue per
available seat mile.


DETROIT PUBLIC SCHOOLS: Bankruptcy is Worst Option, Union Says
--------------------------------------------------------------
A bankruptcy filing is the worst option for Detroit Public
Schools, Marisa Schultz at The Detroit News reports, citing Keith
Johnson, president of the Detroit Federation of Teachers, one of
the 10 unions and 16 bargaining units negotiating with the
district.

Citing experts, The Detroit News relates that Detroit Public is
facing a $259 million deficit and diminishing cost-cutting
options.

As reported by the Troubled Company Reporter on July 15, 2009,
Detroit Public, which has experienced budget deficits for seven
years, may consider filing for bankruptcy protection to sell off
assets and cut costs.  Mr. Wasko said that Robert C. Bobb, who
Michigan Governor Jennifer Granholm appointed in January as
emergency financial manager for Detroit Public, recommended
bankruptcy as an option for addressing deficit.  Bloomberg states
that the district has $1.6 billion of debt, which might be
reorganized or restructured in bankruptcy.  Mr. Wasko said that
school officials met with retired bankruptcy judge Ray Reynolds
Graves and other attorneys to discuss whether Chapter 9
bankruptcy, which is for government entities, would be good for
the district.

Retired U.S. Bankruptcy Judge Ray Reynolds Graves said that
Chapter 9 could let the district discard its labor agreements, The
Detroit News states.  The report quoted Mr. Graves as saying, "The
bond obligations and the labor contracts are the big financial
burdens on DPS.  Failure of the constituents to make sacrifices
will make Chapter 9 inevitable.  If people don't want to make
deals, then (the district will) have to file."

According to The Detroit News, Ms. Johnson said, "Filing
bankruptcy sends the wrong message to the community.  It says, 'We
are broke and we can't afford to educate your children.'  That
will be the perception, whether real or imagined.  That would
accelerate the exodus of Detroit Public Schools."

A Chapter 9 bankruptcy filing may be an attractive option due to
the ease it could offer in throwing out union contracts, but it
should only be used as a last resort, The Detroit News states,
citing James E. Spiotto, a Chapter 9 specialist and partner with
Chapman and Cutler LLP in Chicago.

Detroit Public Schools is a school district that covers all of the
city of Detroit, Michigan, United States.  The district had 194
schools as of 2008.


DHP HOLDINGS: Hires Landis Rath as Special Litigation Counsel
-------------------------------------------------------------
DHP Holdings II Corporation and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Landis Rath & Cobb LLP as special litigation counsel, nunc
pro tunc to June 2, 2009, to pursue certain collection actions on
outstanding accounts receivable.

William E. Chipman, Jr., a partner at Landis Rath, says that the
firm does not hold or represent any interest adverse to the
Debtors or their estates with respect to the collection matters
for which LRC is to be employed.

The current hourly rates of the principal attorneys and paralegals
who will have primary responsibility for this engagement are:

     William E. Chipman, Jr., Esq.       $500
     Rebecca L. Butchcer, Esq.           $375
     Mark D. Olivere, Esq.               $340
     Linda Rogers

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, serves as counsel to
the Debtors.  The Debtors have engaged AEG Partners as
restructuring consultants, with the firm's Craig S. Dean serving
as chief restructuring officer and Kevin Willis as assistant chief
restructuring officer. Epiq Bankruptcy Solutions LLC is the
noticing, claims and balloting agent.  As of November 29, 2008,
the Company, along with its non-debtor units and affiliates, had
assets of $132.5 million and liabilities of $133.2 million.


DONALD WOLSEY BARRETT: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Donald Wolsey Barrett
                  aka Don Barrett
               Vicky Lou Barrett
               44 Seabrook Landing Drive
               Hilton Head Island, SC 29926

Bankruptcy Case No.: 09-05696

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtors' Counsel: Michael W. Mogil, Esq.
                  303 Professional Building
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  Email: mwmogil@aol.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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/scb09-05696.pdf

The petition was signed by the Joint Debtors.


DUANE READE: Posts $11.6 Million Net Loss for Q2 2009
-----------------------------------------------------
Duane Reade Holdings, Inc., reported financial results for the
second quarter ended June 27, 2009.  Net retail store sales, which
exclude pharmacy resale activity, increased 4.2% to $450.3 million
from $432.1 million in the second quarter of 2008.  Total net
sales increased 6.1% to $479.1 million from $451.4 million in the
second quarter of 2008.  Total same-store sales increased by 1.7%
during the second quarter of 2009, with a front-end same-store
sales increase of 0.2% and a pharmacy same-store sales increase of
3.6%.  During the second quarter, the Company opened three new
stores and closed two stores.  At the end of the second quarter,
the Company operated 253 stores, compared to 251 stores at
December 27, 2008 and 241 stores at the end of the second quarter
of 2008.

Total front-end sales increased by 3.3%, primarily due to the
opening of new stores, as the difficult economy, reduced levels of
tourism and poor weather patterns combined to restrain same-store
sales growth.  The shift in Easter holiday sales into the second
quarter of 2009 from the first quarter of 2008 positively impacted
front-end same-store sales in 2009 by approximately 0.6%.  In
addition, the front-end same-store sales reflect an increase in
cigarette prices commensurate with a June 2008 increase in New
York State cigarette excise taxes.  Although such additional sales
did not result in any additional profit to the Company, the
increase in sales price positively impacted front-end same-store
sales by approximately 0.6%.  The pharmacy same-store sales growth
reflected continued strength in this portion of the business as
the average same-store weekly prescriptions filled per store
increased 2.6% during the second quarter of 2009.  Generic drugs,
which typically sell at lower prices but yield higher margins and
profitability than brand-name drugs, represented approximately
61.9% of pharmacy prescriptions for the second quarter, compared
to approximately 58.7% of pharmacy prescriptions in the second
quarter of 2008.  The higher proportion of generics adversely
impacted pharmacy same-store sales growth by 3.7% during the
second quarter of 2009.

Product margin, which represents net sales less cost of sales
(excluding depreciation and amortization), for the second quarter
was 30.4% of total net sales, compared to 30.9% during the second
quarter of 2008.  Product margin on retail sales, which excludes
pharmacy resale activity, increased to 32.4% of net retail store
sales from 32.3% in the prior year.  Selling, general and
administrative expenses as a percentage of net sales decreased to
25.5% from 26.3% in the previous year, primarily due to increased
pharmacy resale activity.  Selling, general and administrative
expenses as a percentage of net retail store sales decreased to
27.2% from 27.4% in the previous year and reflect cost savings
resulting from initiatives implemented by the Company and designed
to mitigate the impact of the current economic conditions.

Second quarter 2009 Adjusted FIFO EBITDA increased 6.3% to
$26.5 million, compared to $24.9 million in the prior year period.
As a percentage of net retail store sales, Adjusted FIFO EBITDA
increased to 5.9% compared to 5.8% in the previous year.  Second
quarter 2009 operating income was $1.2 million, compared to an
operating loss of $200,000 in the prior year period.  The
improvement was primarily due to the increase in Adjusted FIFO
EBITDA of $1.6 million.  In addition, during the second quarter of
2009, other expenses increased $1.6 million to $4.9 million.  The
increase in other expenses was due to increased closed store costs
and additional expenses relating to litigation activities
associated with a former CEO.

The net loss for the second quarter of 2009 was $11.6 million,
compared to $12.1 million in the prior year period. The
improvement is attributable to the increase in operating income
and was partially offset by an increase in interest expense of
$900,000 during the second quarter of 2009, compared to the prior
year.  The increase in interest expense was due to a non-cash fair
value adjustment for the preferred stock's mandatory redemption
feature, which is considered a derivative financial instrument.
During the second quarter of 2009, cash interest paid by the
Company decreased by $1.2 million due to lower interest rates on
the Company's variable rate borrowings and lower outstanding
borrowings on the revolving credit facility.  The Company's net
cash provided by operating activities was $26.7 million compared
to $26.8 million in the prior year second quarter.

At quarter end, the Company's total debt, including capital leases
but excluding the liability associated with the issuance of the
redeemable preferred stock, was $554.5 million, reflecting a
decrease of $1.1 million from the balance at the end of fiscal
2008.  Availability under the Company's revolving credit facility
at quarter end was approximately $67.5 million.

For the six month period, total net sales were $923.6 million,
reflecting an increase of 5.1% compared to $878.5 million last
year.  Net retail store sales increased 3.5% to $877.0 million,
from $847.0 million in the prior year period.  Total same-store
sales increased 1.4%, with a front-end same-store sales decrease
of 0.3% and a pharmacy same-store sales increase of 3.6%.  Product
margin decreased to 30.7% of total net sales for the six month
period, compared to 31.0% in the prior year, due to increased
pharmacy resale activity.  As a percentage of net retail store
sales, product margin improved to 32.3% from 32.1% in the prior
year with the increase attributable to improved front-end selling
margins and reduced front-end shrink losses.  Selling, general and
administrative expenses as a percentage of net sales decreased to
26.5% from 26.9% in the prior year period.  As a percentage of net
retail store sales, selling, general and administrative expenses
were 27.9% for both periods.

Adjusted FIFO EBITDA increased by 6.9% to $46.2 million, or 5.3%
of net retail store sales, from $43.2 million, or 5.1% of net
retail store sales, in the prior year period.  Operating loss was
$3.2 million in the first half of 2009, compared with $4.3 million
in the first half of 2008, primarily attributable to the
improvement in Adjusted FIFO EBITDA, and was partially offset by a
$2.1 million increase in other expenses from $4.1 million in the
first half of 2008 to $6.3 million in the first half of 2009.  The
increase in other expenses during the first half of 2009 is
primarily due to additional expenses relating to litigation
activities associated with a former CEO and additional closed
store costs.

The net loss for the first six months of 2009 was $28.8 million,
compared to $33.1 million in the prior year period.  The
improvement is attributable to the reduction in operating loss and
reduced interest expense of $3.1 million during the first six
months of 2009.  The reduction in interest expense was primarily
due to lower interest rates on the Company's variable rate
borrowings as compared to the prior year.

The Company generated net cash flows from operating activities of
$31.0 million during the first half of 2009 compared to
$26.8 million in first half of 2008.

At June 27, 2009, the Company had $701.6 million in total assets
and $876.9 million in total liabilities, resulting in
$175.3 million in stockholders' deficit.

At March 28, 2009, the Company had $708,637,000 in total assets
and $872,340,000 in total liabilities, resulting in $163,703,000
stockholders' deficit.

                          Company Outlook

With respect to the remainder of 2009, the Company:

     -- Reaffirmed its previously provided expectations for the
        fiscal year's Adjusted FIFO EBITDA in the range of
        $93 million to $98 million.

     -- Adjusted its expectations for net retail store sales to a
        range of $1.760 billion to $1.785 billion from its
        previously anticipated range of $1.795 billion to $1.830
        billion, primarily attributable to the timing of new store
        openings and the difficult economic environment which has
        led to reduced levels of tourism and consumer spending.

     -- Adjusted its expected annual total same-store sales growth
        range to 0.5% to 2.2% from its previously anticipated
        range of 1.0% to 2.6%, with front-end same-store sales
        growth now expected to range from (1.0%) to 1.0% and
        pharmacy same-store sales growth expected to fall within
        the previously anticipated range of 2.0% to 3.5%.

     -- Adjusted its anticipated range of net loss to
        $50.5 million to $55.5 million from its previously
        anticipated range of $47.0 million to $52.0 million, due
        primarily to increased closed store costs included within
        other expenses.

John A. Lederer, Chairman and Chief Executive Officer, commented,
"We are encouraged by our continued solid performance despite a
weak external environment and are also pleased with our 6.3%
increase in Adjusted FIFO EBITDA. We made significant progress on
the transformation of our business during the quarter and continue
to be pleased with the very strong performance of our new and
transformed store locations. The customer response to our improved
offering and store design remains exceedingly positive with an
expanding level of awareness of the improvements we have made. We
are encouraged by this momentum and remain committed to better
serving New Yorkers as we aim to become a destination brand."

Mr. Lederer concluded, "As we look to the second half of the year,
we remain cautiously optimistic about our prospects for continued
growth in our business and remain on track with our expectations
for Adjusted FIFO EBITDA, even as we take into account continued
external challenges.  We are pleased with Oak Hill's demonstrated
confidence in our transformation plans and appreciate the firm's
ongoing support as our equity partner. Further, we anticipate that
our debt refinancing will be completed shortly and look forward to
the benefits of operating our business with added financial
flexibility as we continue to identify and pragmatically realize
our opportunities for long-term growth."

A full-text copy of Duane Reade's Earnings Release Excerpts is
available at no charge at http://ResearchArchives.com/t/s?409e

                         About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
convenience foods, greeting cards and photofinishing.  As of
June 27, 2009, the Company operated 253 stores.


DUANE READE: Unveils Pricing of 11.75% Sr. Sec. Notes Offering
--------------------------------------------------------------
Duane Reade Holdings, Inc., said Friday its wholly owned
subsidiaries, Duane Reade Inc. and Duane Reade, had priced their
offering of $300,000,000 aggregate principal amount of Senior
Secured Notes due August 1, 2015.  The Notes will bear interest at
an annual rate of 11.75%.  The Notes were priced at 97.417%,
representing a yield to maturity of 12.375%.  The offering of the
Notes is expected to close on August 7, 2009.

The Issuers intend to use the net proceeds from the Notes
offering, together with a portion of the proceeds from a $125
million preferred equity investment by entities associated with
Oak Hill Capital Partners, L.P., to purchase the Issuers'
$210,000,000 aggregate principal amount of Senior Secured Floating
Rate Notes due 2010 and up to $146,250,000 aggregate principal
amount of 9.75% Senior Subordinated Notes due 2011 and pay any
related consent fees in the Issuers' cash tender offer for such
securities or to optionally redeem any Floating Rate Notes not
tendered in the Offers pursuant to an optional redemption notice
to be given at the closing date of the offering of the Notes.

The closing of the Notes offering is conditioned upon, among other
things, (i) all conditions precedent -- including, without
limitation, the funding of the Equity Investment -- to the Offers,
other than the availability of the proceeds of the notes offering,
being satisfied or waived and (ii) receipt of an amendment to the
Issuers' asset-based revolving loan facility to permit, among
other things, the completion of the Offers and the Notes offering.

The offer and sale of the Notes will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent such registration or an exemption from the
registration requirements of such Act.

The Troubled Company Reporter said July 17 that Moody's Investors
Service assigned a Caa1 rating to Duane Reade's proposed new
$210 million senior secured notes and a Caa3 rating to its
proposed new $110 million senior subordinated notes.  Moody's also
affirmed Duane Reade's Caa1 Corporate Family Rating and Ca
Probability of Default Rating.  The rating outlook is stable.
Proceeds from the issuance of the notes will be used to fund the
company's cash tender offer for its outstanding $210 million
senior secured and $195 million senior subordinated notes.

Duane Reade's Caa1 CFR reflects the company's high leverage and
weak coverage along with its geographic concentration in and
disproportionate exposure to economic conditions in the intensely
competitive New York metro market.  The rating also incorporates
Moody's expectation that free cash flow will be weak over the next
twelve months due to relatively modest cash flow that is largely
consumed by capital expenditures.

                         About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
convenience foods, greeting cards and photofinishing.  As of
June 27, 2009, the Company operated 253 stores.


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

The firm is expected to, among other things:

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

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

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

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

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

The firm's standard hourly rates are:

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

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

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


ELECTROGLAS INC: U.S. Trustee Appoints Three to Creditors' Panel
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
has appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases of Electroglas Inc. and
Electroglas International Inc.

The Creditors Committee members are:

1. NPI Solutions, Inc.
   Attn: Kevin Anderson
   721 Charcot Ave.
   San Jose, CA 95131
   Tel: (408) 944-9178
   Fax: (408) 944-9644

2. U-Freight America, Inc.
   Attn: Richard Keller
   320 Corey Way
   South San Francisco, CA 94080
   Tel: (650) 583-6527
   Fax: (650) 583-8122

3. Execuforce LLC
   Attn: Ryan Gilmore
   99 Almaden Blvd., No. 975
   San Jose, CA 95113
   Tel: (408) 283-9244
   Fax: (408) 283-9111

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

                      About Electroglas Inc.

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


ELEMENT ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Element Aluminum, LLC
        2410 Dr. F.E. Wright Drive
        Jackson, TN 38305

Case No.: 09-13091

Type of Business: The Debtor operates an Aluminum Fabricator
business.

Chapter 11 Petition Date: July 31, 2009

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

Judge: G. Harvey Boswell

Debtor's Counsel: E. Franklin Childress Jr., Esq.
            Baker Donelson Bearman & Caldwell, PA
            165 Madison Avenue, 20th Fl.
            Memphis, TN 38103
            577-2147
            Email: fchildress@bakerdonelson.com

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

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

The petition was signed by Thomas M. Ostrom, the company's
manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                      Nature of Claim        Claim Amount
  ------                      ---------------        ------------
Hazelett Stripcasting          Casting m/c supplies   $826,685
Corp.
PO Box 600
135 West Lakeshore
Colchester, VT 05446

Unique Machine Repair, Inc.    Press repairs          $130,583

Link Tool & Manufacturing      Tooling                $118,368

American Express               Various Credit         $59,066
                               Card Purchases

Volunteer Machine & Tool       Machine shop           $55,345
LLC                            services

PSK Steel Corp.                Hot Mill Rolls         $50,000
                               turned

Dead Sea Magnesium LTD         Alloying material      $43,863

Aleastur of America LLC        Alloying materials     $34,673

Lewis Supply Company           General Supplies       $26, 874

C.H. Robinson Worldwide,       Freight services       $23,775
Inc.

Airgas                         Plant gases            $22,913

Laurand Associates Inc.        Alloying materials     $19,149

Fedex Freight                  Freight Services       $19,037

GE Fanuc                       Electronic Field       $14,584
                               Service

Industrial Automation          Automation             $13,500
Services                       Field Service

FGMK, LLC                      Audit/tax              $13,150

Pyrotek, Inc.                  Casting supplies       $12,614

Core Trans LLC                 Freight Services       $12,486

Jackson Industrial Sales       General Supplies       $12,280

The J&J Company                Machine Shop           $12,142
                               Services


ELLIS BROWN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ellis Brown
           dba Quantum General Contractors
           aka James Ellis Brown
        3229 Monterey Blvd.
        Oakland, CA 94602

Bankruptcy Case No.: 09-47036

Chapter 11 Petition Date: August 1, 2009

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

Judge: Randall J. Newsome

Debtor's Counsel: Coraltha O. Lewis, Esq.
                  Law Offices of Cora O. Lewis
                  5032 Woodminster Lane
                  Oakland, CA 94611
                  Tel: (510) 482-3088
                  Email: lewis-cora@sbcglobal.net

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

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

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

             http://bankrupt.com/misc/canb09-47036.pdf

The petition was signed by Ellis Brown.


ELLSRAY CAPITAL LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Ellsray Capital, LLC
        7208 East Cave Creek Road, Suite A
        Carefree, AZ 85377

Case No.: 09-18107

Chapter 11 Petition Date: July 30, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Daniel E. Garrison, Esq.
                  Law Offices of Daniel E Garrison PLLC
                  7114 E Stetson Drive, Suite 300
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  Email: dan@andantelaw.com

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

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

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


ENERGY PARTNERS: Court Confirms Plan; In Talks for Exit Financing
-----------------------------------------------------------------
Energy Partners, Ltd., said the United States Bankruptcy Court for
the Southern District of Texas, Houston Division, confirmed EPL's
pre-negotiated Joint Plan of Reorganization.

"The Court's confirmation of Energy Partners' Plan is a major
milestone in what has been a very efficient and productive
restructuring process," said Alan D. Bell, Chief Restructuring
Officer.  "Our operations are strong and we look forward to
emerging from this process with a much improved capital structure.
I speak for the Board and management team when I offer sincere
thanks to our employees, customers, vendors and other stakeholders
for their support and confidence in our company throughout this
process."

Under the terms of the plan of reorganization, the holders of the
Company' senior notes will receive their pro rata share of 95% of
the outstanding common stock in the reorganized Company upon its
emergence from bankruptcy, and the current stockholders in the
Company will receive the remaining 5%, in each case prior to any
issuance of shares or options under customary employee incentive
arrangements.

EPL is in discussions with lenders regarding the terms of an exit
facility that the Company will enter into upon the effective date
of the Plan.  The closing of the exit facility is one of the
conditions to the effectiveness of the Plan and the Company's
emergence from bankruptcy.  The confirmation order provides that
the conditions to the effectiveness of the Plan must be satisfied
by September 10, 2009, or a later date agreed to by the Company
and the Noteholders or as set by the Court.

                    About Energy Partners Ltd.

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

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


ERNIE HAIRE: Accepting Bids for Assets Until August 14
------------------------------------------------------
According to Tampa Business Journal, bids for Ernie Harie Ford
Inc.'s Ford dealership in Tampa, Florida, and other assets are
being accepted until August 14.  Elder Automotive Group, which
owns a Tampa Jaguar dealership, is the stalking horse bidder with
its $8 million offer.  Elder Automotive will receive a $150,000
break-up fee if Ernie Harie consummates a sale with another party.
In case competing bids are timely received, an auction will be
conducted on August 17, otherwise, the Debtor is expected to seek
approval of the sale to Elder without an auction.

The sale may or may not include the Florida Avenue property, where
the new car dealership is headquartered and which is owned by the
Mary Haire trust, Business Journal says, citing Herbert Donica,
Ernie Haire's bankruptcy counsel.

Mr. Donica said that several investors have conveyed interest in
Ernie Harie's assets.

A winning bidder that wants to continue to operate the dealership
must secure Ford Motor Co.'s approval.

Headquartered in Tampa, Florida, Ernie Haire Ford, Inc. --
http://ernie-haireford.dealerconnection.com-- has been a Ford
dealer for about 38 years.  The Company also sells used and new
automobiles.

The Company filed for Chapter 11 protection on November 24, 2008
(Bankr. M.D. Fla. Case No. 08-18672).  Attorneys at G. T. Hodges,
P.A., represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million to $50 million each.


F.D. WILSON TRUCKING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: F.D. Wilson Trucking Company, Inc.
        PO Box 5330
        Vernon, AL 35592

Bankruptcy Case No.: 09-71938

Chapter 11 Petition Date: July 31, 2009

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

Judge: C. Michael Stilson

Debtor's Counsel: Justin G. Williams, Esq.
                  Tanner & Guin LLC
                  PO Box 3206
                  Tuscaloosa, AL 35403-3206
                  Tel: (205) 633-0218
                  Fax: (205) 633-0318
                  Email: jwilliams@tannerguin.com

                  Robert L. Shields III, Esq.
                  Tanner & Guin, LLC
                  418 Lorna Square Office Complex
                  Birmingham, AL 35216
                  Tel: (205) 823-1990
                  Fax: (205) 278-8595
                  Email: rls@bhamlawfirm.com

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

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

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

            http://bankrupt.com/misc/alnb09-71938.pdf

The petition was signed by F.D. Wilson, president of the Company.


FAIRPOINT COMMUNICATIONS: Fitch Cuts Issuer Default Rating to 'RD'
------------------------------------------------------------------
Fitch Ratings has downgraded FairPoint Communications, Inc.:

  -- Issuer Default Rating to 'RD' from 'C'.

Fitch's downgrade reflects the company's July 30, 2009
announcement of the successful consummation of a private exchange
offer of approximately $458 million of 13.25% senior notes due
April 2, 2018 (New Notes) for approximately $440 million, or
approximately 83%, of its 13.125% senior notes due April 1, 2018
(Old Notes), of which there was approximately $531.1 million
outstanding.  In Fitch's view, the exchange has elements of a
coercive debt exchange under Fitch's policy.  Under the policy,
the IDR is being downgraded to 'RD' before the rating is raised to
reflect the company's prospects.

Subsequently, Fitch has taken these actions:

  -- IDR upgraded to 'C' from 'RD';

  -- 13.125% senior unsecured notes due April 2, 2018 (New Notes)
     rated 'C/RR4';

  -- 13.125% senior unsecured notes due April 1, 2018 (Old Notes)
     affirmed at 'C/RR4';

  -- Senior secured revolving credit facility affirmed at 'B-
     /RR1';

  -- Senior secured term loan due 2014 affirmed at 'B-/RR1';

  -- Senior secured term loan due 2015 affirmed at 'B-/RR1';

  -- Senior secured delayed draw term loan due 2015 affirmed at
     'B-/RR1'.

FairPoint's 'C' IDR reflects continued uncertainty regarding the
company's near-term prospects.  FairPoint had previously disclosed
in the May 2009 release of its first quarter 2009 earnings that
the weak economy, difficulties related to its systems cutover, and
incremental costs to operate the business following cutover may
jeopardize its ability to execute on its business plan.

On March 31, 2009, FairPoint's cash balance amounted to
approximately $92.5 million, and its restricted cash balance was
$55.2 million.  The cash balance includes proceeds drawn from
FairPoint's $170 million credit facility to preserve capital
availability; $4.7 million remains available.  FairPoint has no
major maturities in 2009, although Fitch estimates approximately
$33 million will be due under the amortization of its credit
facility during the remainder of the year.  The revolving credit
facility and term loan A mature in March 2014.


FAIRPOINT COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'SD'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Charlotte, North Carolina-based FairPoint
Communications Inc. to 'SD' from 'CC' and lowered the unsecured
debt rating to 'D' from 'C'.  At the same time, S&P removed the
ratings from CreditWatch with negative implications, where they
had been placed on June 25, 2009, following the company's
announcement of its exchange offer, which S&P has determined is a
distressed exchange.  The 'CC' senior secured bank loan rating
remains on CreditWatch Negative.

"We expect to reassign a corporate credit rating of 'CC', given
the very limited liquidity being experienced by the company since
the cutover from the Verizon systems due to operational issues,"
said Standard & Poor's credit analyst Catherine Cosentino, "as
well as the uncertain prospects for near-term payment of interest
and loan amortization, and uncertain ability to meet existing
covenants in the credit facility over the coming quarters."  S&P
is also likely to reassign a 'C' to the 17% of the old notes that
did not participate in the exchange offer.  Their recovery will
continue to be a '6', representing negligible (0%-10%) recovery in
the event of a payment default.


FINLAY ENTERPRISES: May Have Bids in Advance of Possible Filing
---------------------------------------------------------------
Finlay Enterprises Inc. received two bids in advance of a
potential bankruptcy filing, Bloomberg's Carla Main reported,
citing two people familiar with the situation.

According to the report, Versa Capital Management Inc., a
Philadelphia-based private-equity firm, and a group of liquidators
submitted offers to buy the New York-based company out of
bankruptcy.

A bankruptcy filing may come as soon as next week, the same people
said, according to Bloomberg.

Finlay Fine Jewelry Corporation, Finlay Enterprises, Inc.'s wholly
owned subsidiary, failed to make a semi-annual interest payment of
$1.7 million that was due on June 1, 2009, to the holders of
Finlay Jewelry's 8-3/8% Senior Notes due June 1, 2012.  The
indenture governing the Senior Notes provides for a 30-day grace
period for the payment of interest.  Finlay Jewelry also did not
make the interest payment during the 30-day grace period, which
ended on July 1, 2009.  Finlay Jewelry's failure to make the
interest payment by July 1, 2009, constitutes an event of default
under the indenture governing the Senior Notes.

Under the terms of the indenture governing the Senior Notes, as a
result of the event of default, the trustee under the indenture or
the holders of at least 25% of the Senior Notes may by written
notice declare the Senior Notes immediately due and payable.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is one
of the leading retailers of fine jewelry operating luxury stand-
alone specialty jewelry stores and licensed fine jewelry
departments in department stores throughout the United States and
achieved sales of $754.3 million in fiscal 2008.  The number of
locations at the end of the first quarter of fiscal 2009 totaled
476, including 68 Bailey Banks & Biddle, 34 Carlyle and five
Congress specialty jewelry stores.

                        Going Concern Doubt

According to Finlay, its ability to continue as a going concern is
dependent on the successful implementation of its strategic plan,
the repayment of the amounts due under its revolving credit
facility and its ability to obtain a new line of credit on or
before the maturity date of the Revolving Credit Agreement.  In
addition, Finlay experienced a significant operating loss in 2008,
it incurred an operating loss in the first quarter of 2009, and it
is expected to incur operating losses for the remainder of 2009.

"These uncertainties raise substantial doubt about our ability to
continue as a going concern," Finlay says.

On March 22, 2009, Finlay completed the sale of certain assets to
Bloomingdale's.  The assets included inventory and fixed assets
for the 34 departments that it operated in Bloomingdale's for a
purchase price of roughly $33.4 million.  The proceeds from the
transaction were used to pay-down a portion of the outstanding
balance under Finlay Jewelry's Revolving Credit Facility.

Finlay reported total assets of $430,023,000 and total liabilities
of $451,679,000, resulting in $21,656,000 in shareholders' deficit
as of May 2, 2009.  It posted a net loss of $28,669,000 on sales
of $159,321,000 for the 13 weeks ended May 2, 2009, compared to a
net loss of $11,011,000 on sales of $142,072,000 for the 13 weeks
ended May 3, 2009.


FIRSTBANK PUERTO: Moody's Reviews Ba1 Deposit Rating
----------------------------------------------------
Moody's Investors Service placed the bank financial strength and
long term debt and deposit ratings of FirstBank Puerto Rico (bank
financial strength D+, long-term deposits Ba1) on review for
possible downgrade.  FirstBank is the primary operating subsidiary
of First BanCorp Puerto Rico, which is unrated.

The review will focus on the possible further deterioration in
FirstBank's loan portfolio.  Continued deterioration in the bank's
Puerto Rico portfolio would further challenge financial
flexibility which is already severely pressured by FirstBank's
Florida commercial real estate exposure where losses are at the
high end of Moody's expectations.

The rating action follows First BanCorp's second quarter earnings
release where it reported a net loss of $78.7 million, driven by a
provision for loan losses of $235 million, and announced the
suspension of common and preferred dividends.  The heightened
provision was primarily due to the continued market downturn in
South Florida and Puerto Rico.

Moody's last rating action on FirstBank was on March 6, 2009, when
the issuer rating was downgraded to Ba2.

Issuer: FirstBank Puerto Rico

On Review for Possible Downgrade:

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently D+

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Ba2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Ba2

  -- Senior Unsecured Bank Note Program, Placed on Review for
     Possible Downgrade, currently Ba2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba2

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Ba1

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable


FLORIDA YACHT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Florida Yacht Charters and Sales, Inc.
        390 Alton Road #3
        Miami Beach, FL 33139

Bankruptcy Case No.: 09-25920

Chapter 11 Petition Date: July 31, 2009

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

Judge: A. Jay Cristol

Debtor's Counsel: James A. Poe, Esq.
                  9500 S Dadeland Blvd, Suite 610
                  Miami, FL 33156
                  Tel: (305) 670-3950
                  Fax: (305) 670-3951
                  Email: jamesapoe@bellsouth.net

Total Assets: $3,641,265

Total Debts: $3,411,217

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/flsb09-25920.pdf

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


FORTICELL BIOSCIENCE: Wants Court to Dismiss Chapter 11 Case
------------------------------------------------------------
Forticell BioScience asks the U.S. Bankruptcy Court to enter an
order dismissing its Chapter 11 case, BankruptcyData.com reports.
The Debtor said that Holy Land Art has failed to comply with an
agreement to provide debtor-in-possession financing.  The
Bankruptcy Court order imposed a June 12, 2009, deadline for
providing such financing, but Holy Land continues to be in breach
of that order.  The Debtor has been unable to obtain alternative
financing.

Forticell is facing foreclosure from Columbia University, which
houses the Company's New York lab and office facilities.

"The absence of such funding voided the bankruptcy court order.
Given the sudden unexpected loss of DIP financing and exposure to
imminent eviction, we gave no assurance regarding the continuation
of our operations.  We endeavored to find alternative financing.
Our bankruptcy attorney was assessing our potential claims for
damages against HLA and any other parties that may have caused the
breach or made misrepresentations regarding, among other things,
HLA's ability to provide financing necessary for us to continue
our operations," BankruptcyData.com quoted the Debtor as saying.

Based in New York, Forticell Bioscience Inc. --
http://www.forticellbioscience.com/-- engages on regenerative
medicine and stem cell therapy.  The Company filed for Chapter 11
protection on November 21, 2008 (Bankr. S.D.N.Y. Case No. 08-
14665).  Randy M. Kornfeld, Esq., at Kornfeld & Associates, P.C.,
represents the Debtor in its restructuring efforts.  When it
sought for protection from its creditors, the Debtor posted assets
between $1 million and $10 milion.


FONTAINEBLEAU: Committee Retains Fox Rothschild as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fontainebleau Las
Vegas LLC's case seeks the Bankruptcy Court's authority to retain
Michael J. Viscount, Jr., Esq., and his law firm, Fox Rothschild
LLP, as co-counsel to the Committee, nunc pro tunc to June 22,
2009.

As co-counsel to the Committee, Fox is expected to:

  (a) advise the Committee with respect to its rights, powers,
      and duties in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors and of the operation of the Debtors' business;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to the use of cash collateral, debtor-in-
      possession financing, the liquidation of assets and the
      terms of a plan or plans of reorganization;

  (t) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the Cases;

  (g) represent the Committee at all hearings and other
      proceedings in the Cases;

  (h) review and analyze all applications, motions, orders,
      statements of operations, and schedules filed with the
      Court and advise the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (g) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code.

In exchange for its services, Fox will be paid based on its
hourly rates:

  Professional                    Hourly Rate
  ------------                    -----------
  Michael J. Viscount, Jr.           $540
  Josefina Fernandez McEvoy          $600
  Josh Klein                         $335
  Kelly M. Cooper                    $220
  Attorneys                       $220 - $675
  Associate Attorneys             $220 - $450
  Legal Assistants                 $50 - $265

The Debtors will pay Fox's fees and reimburse its expenses
incurred after the filing of interim or a final application and a
hearing consistent with the requirements of Sections 327, 330 and
331 of the Bankruptcy Code, Rules 2002, 2016 of the Federal Rules
of Bankruptcy Procedure and Local Rules 2016-1.

Michael J. Viscount, Jr., Esq., an attorney and shareholder at
Rothschild LLP, relates that Fox does not have any connections
with the Debtors, their creditors, or any other party-in-
interest, or their attorneys and accountants, or the United
States Trustee or any person employed in the office of the
U.S. Trustee, except HSH NordBank.

Prior to the Petition Date, Mr. Vicount relates, one or more of
the Debtors filed a law suit in Nevada against various of the
Debtors' lenders including HSH Nor Bank.  Fox was retained and
served as local Nevada counsel to Kaye Scholer LLP on behalf of
HSH.  The representation of HSH in that matter was directed by
Kaye Scholer.  Fox had no direct contact with HSH, received no
confidential information from HSH concerning the matter, and the
services provided were limited to filing of pleadings in the
Federal Court located in Las Vegas, Mr. Viscount relates.

The only lawyers at Fox involved were three located in the firm's
Las Vegas office and one attorney in Philadelphia who secured the
representation, he adds.  The law suit was dismissed by the
Debtors prior to the Petition Date at which time the involvement
of Fox ceased with respect to the claims of the Debtors against
HSH.  In addition to the Debtors' lawsuit, HSH was also sued in
Nevada by other lender parties in connection with extensions of
credit to the Debtors.  Fox was in the process of finalizing the
terms of the same local counsel representation for Kaye Scholer
in the Lender's Action until the relationship was terminated by
Kaye Scholer.  Out of an abundance of caution, Fox has set up an
ethical screen around the four lawyers who provided local counsel
services in Nevada.  The four lawyers will have no role
whatsoever in the representation of the Committee in the Cases,
and no member of the firm's Financial Services and Bankruptcy
Department will have any access to the firm's files of HSH, Mr.
Viscount informs the Court.

Against this backdrop, Mr. Viscount assures the Court that his
firm does not hold any interest adverse to the Debtors and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

                       Debtors' Objection

The Debtors have objected to the Application, arguing that while
achieving a meaningful recovery for unsecured creditors in the
Chapter 11 cases may prove to be herculean task, that does not
justify the retention of multiple law firms as co-counsel to the
Committee.

In response, the Committee asserts that the Debtors' action is a
continuation of an ongoing and orchestrated effort to subvert the
federal bankruptcy process by the Debtors working together with
some or all of their senior lenders and the Sofer family, which
owns and controls the Debtors as well as certain non-debtor
affiliates.

The Committee relates that to reserve to themselves the benefits
of the bankruptcy process, and at the expense of others whom
Congress has sought to protect, the Debtors have put forth an
incredible position expressed by themselves and others with whom
they speak in confidence, designed to alter the balance of power
in a bankruptcy case and frustrate the clear intentions of
Congress under the Bankruptcy Code.  The Committee argues that
the Court should not allow the frustration of the process of the
Bankruptcy Code as suggested by the Debtors and, if nothing else,
should rule that the Committee be permitted to employ counsel of
its choice, especially since no one in the Case is prepared to
voluntarily provide even a nominal sum of money from which the
Committee's professionals can be paid.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Committee Retains Genovese as Co-Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors in Fontainebleau Las
Vegas LLC's bankruptcy case asks the Bankruptcy Court to enter
order authorizing it to employ Paul J. Battista, Esq. and the law
firm of Genovese, Joblove & Battista, P.A., as co-counsel to the
Committee, nunc pro tunc to June 22, 2009, the date services were
first rendered.

Genovese will be required to render, among others, these services
to the Committee:

  (a) advise the Committee with respect to its rights, powers,
      and duties in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of the Cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors and of the operation of the Debtors' business;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to the use of cash collateral, debtor-in-
      possession financing, the liquidation of assets and the
      terms of a plan or plans of reorganization;

  (t) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these Cases;

  (g) represent the Committee at all hearings and other
      proceedings in the cases;

  (h) review and analyze all applications, motions, orders,
      statements of operations, and schedules filed with the
      Court and advise the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code.

The Firm will be paid based on its hourly rates:

   Professional                Hourly Rate
   ------------                -----------
Paul J. Battista               $525
Glenn D. Moses                 $435
Heather L. Harmon              $330
Attorney                    $160 - $650
Associate Attorneys         $160 - $350
Legal Assistants             $85 - $160

The Debtors will pay Fox's fees and reimburse its expenses after
the filing of interim or final fee application and a hearing
consistent with the requirements of Sections 327, 330 and 331 of
the Bankruptcy Code, Rules 2002 and 2016 of the Federal Rules of
Bankruptcy Procedure and Local Rules 2016-1.

Paul J. Battista, Esq., an attorney and shareholder of Genovese
Joblove & Battista, P.A., assures the Court that his firm neither
holds nor represents any interest adverse to the Debtors and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

A search of GJB's conflicts check system and the responses from
attorneys at GJB revealed certain connections with the Cases,
none of which, according to Mr. Batista, impairs GJB's
disinterestedness or constitutes any conflict of interest.  A
list of these connections is available for free at

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

                        Debtors' Objection

The Debtors point out that the Debtors are also seeking the
Court's approval to retain Fox Rothschild LLP as co-counsel.  The
Debtors assert that the retention of two firms as co-counsel is
unnecessary and will unduly burden the estate with excessive
administrative expenses that may complicate its efforts to
confirm a plan of reorganization.  Either of the Committee's
chosen counsel are capable of single-handedly representing the
Committee, the Debtors maintain.

The Committee counters that the Debtors' objection is both
"disingenuous and offensive" in that it is brought by what is
effectively a single party who finds nothing strange about
employing in their Chapter 11 cases no less than six law firms,
two accounting firms, a financial advisor, an investment banker
and a noticing agent, who collectively were paid over $4.7
million for services provided during the lead up to bankruptcy
and who apparently have managed to burn through over $3 million
of retainer money brought into the Case.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Proposes to Reject 33 Employment And Sales Pacts
---------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Fontainebleau
Las Vegas, LLC and its affiliates ask the Bankruptcy Court to
issue an order authorizing the rejection of 11 employment
contracts of its former employees, and 21 group sales executory
contracts.  A list of the Contracts to be rejected is available
for free at:

         http://bankrupt.com/misc/FB_Reject_11EC.pdf
         http://bankrupt.com/misc/FB_Reject_21GSC.pdf

Due to Fontainebleau Las Vegas's financial situation, each of the
employees was terminated as of the term date and is no longer
employed by Fontainebleau Las Vegas.  Accordingly, to limit any
potential administrative obligations associated with the
Employment Contracts during the Chapter 11 Cases, the Debtors
seek authority for Fontainebleau Las Vegas to reject the
Employment Contracts.  Each employee had entered into an
Employment Contract with Fontainebleau Las Vegas prepetition.

The Group Sales Contracts relate to certain conventions that are
scheduled to occur at the Project on or before June 2010.  With
the construction on hold at the present time, the Project will
not be completed by the scheduled convention date for each Group
Sales Contract which Fontainebleau Las Vegas seeks to reject.
Therefore, the request is necessary because Fontainebleau Las
Vegas is no longer in a position to fulfill the obligations set
forth in the Group Sales Contracts in the timeframe required by
each contract.

Given the realities of the Debtors' circumstances, the Debtors
seek rejection of the Contracts, as they are of little or no
value, and are burdensome to the estates.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Proposes to Reject Town Square Lease
---------------------------------------------------
Fontainebleau Las Vegas, LLC, and its affiliates seek the
Bankruptcy Court's permission to to reject a Town Square Lease
with Turnberry/Centra Sub, LLC, as of July 10, 2009.

On January 30, 2008, the Landlord and Fontainebleau Las Vegas, as
Tenant, entered into a Lease Agreement, as amended, for the lease
of 6623 Las Vegas Boulevard South, Suite No. 300, Las Vegas,
Nevada.

Pursuant to the terms of the Town Square Lease, Fontainebleau Las
Vegas is obligated to make monthly rental payments of $53,023 on
the first of each month for the first 12 months, with monthly
payments increasing annually by approximately $2,300 per month.
The Town Square Lease is scheduled to expire on April 30, 2014.

As of July 16, 2009, the Debtors have never occupied nor improved
the Rental Space and have not tendered rent or the security
deposit contemplated by the Town Square Lease.

On July 10, 2009, Fontainebleau Las Vegas gave formal written
notification of its intent to reject the Town Square Lease.
Fontainebleau Las Vegas says it no longer intends to use the
Rental Space as it is not necessary for an effective
reorganization of the Debtors' estates.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Sued by Turnberry West to Assert Liens
-----------------------------------------------------
Turnberry West Construction, Inc., delivered to the Court on
July 14, 2009, a complaint against:

  (a) Fontainebleau Las Vegas LLC, as owner and developer,

  (b) Bank of America N.A as Administrative Agent, Issuing
      Lender, and Swing Line Lender,

  (c) Term Lenders,
      See: http://bankrupt.com/misc/FB_TermLenders.pdf

  (d) Revolving Lenders,

      * N.A., Merrill Lynch Capital Corporation,
      * JPMorgan Chase Bank, N.A.,
      * Barclays Bank PLC,
      * Deutsche Bank Trust Company Americas,
      * The Royal Bank of Scotland PLC,
      * Sumitomo Mitsui Banking Corporation,
      * Bank of Scotland,
      * HSN Nordbank AG,
      * MB Financial Bank, N.A., and
      * Camulos Master Fund, L.P.

  (e) Second Mortgage Lenders,
      See: http://bankrupt.com/misc/FB_2ndMortgageLenders.pdf

  (f) John Does 1-50 representing any unknown successor lender
      under either a Term Loan, Delayed Draw Loan or Swing Line
      Loan.

James D. Gassenheimer, Esq., at Berger Singerman, in Miami,
Florida, relates that TWC did not wish to bring the lawsuit at
this time.  TWC attempted to persuade the Term Lenders to not
require the filing of the Adversary as a condition precedent to
its consent to the Debtors' use of Cash Collateral.  Mr.
Gassenheimer notes that TWC does not wish to destabilize the
Debtors' case and believes that the issues raised in the complaint
could have been more efficiently and effectively resolved later
and at a less fragile time in the case.  However, TWC failed to
persuade the Term Lenders to eliminate the requirement that the
complaint be filed on or before July 14, 2009.

Mr. Gassenheimer recounts that TWC entered into a construction
contract with FBLV for the construction of Fontainebleau Las
Vegas.  Pursuant to the Construction Contract, TWC is entitled to
a fee of $62,431,561 and a soft cost fee of $1,466,899 for
the construction of the Project.  After application of all
payments received by TWC from FBLV as of May 31, 2009, TWC claims
a lien of $675,260,792, plus interest at a rate of 15%, as
provided for under the Construction Contract, in respect of
accrued and unpaid draws.

Certain Lenders and the Debtors closed loans to fund the
continued construction of the Project on June 6, 2007.  As part
of the June 6 Loans, the Lenders required disclosure of all
material contracts.

Mr. Gassenheimer says that TWC continued to employ subcontractors
with workers and materialmen and proceeded with the scope of work
provided for under the Construction Contract.  However, as a
direct result of the Debtors' inability to obtain access to the
promised funds, TWC was not paid and was unable to pay its
subcontractors.  Consequently, on June 4, 2009, TWC filed and
recorded a claim of lien in the public records of Clark County
Nevada bearing Doc Number 2009060400011772, in accordance with
Nevada law, for $668,990,933.  The vast majority of the amount is
for money owed to various subcontractors who have performed work
for which they have not been paid because TWC, in turn, has not
been paid by FBLV because its funding has been cut off.

TWC has received demand for payment from many of its
subcontractors and in many instances has been sued.

Certain Lenders caused TWC and certain related companies along
with the Debtors to enter into an "Affiliate Subordination
Agreement" in favor of BOA, as Administrative Agent and Wells
Fargo, as Trustee.  At the same time, the Debtors and their
related entities closed on the June 6 Loans.  The Subordination
Agreement states that TWC will not obtain any Lien on any assets
of the Fontainebleau Companies.  The Agreement further states
that if a lien exists it will be subordinate to the Senior Debt.

According to Mr. Gassenheimer, TWC brought this Adversary
Proceeding for:

    (i) a declaration that the Subordination Agreement is void
        and unenforceable under applicable law, and

   (ii) to determine the validity, priority and extent of TWC's
        lien on its own behalf and on behalf of all construction
        lien holders claiming by and through the lien of TWC,
        finding that the Term Lenders, Swing Line Lenders,
        Revolving Lenders and 2nd Mortgage Lenders liens are
        inferior to that of TWC in the full amount of its claim.

The Court has summoned the Debtors and the Prepetition Lenders
and required them to file an answer to the complaint on or before
August 8, 2009, except that the United States and its offices and
agencies will submit an answer to the complaint on or before
August 19, 2009.

The Court will hold a pre-trial conference on the Action on
October 19, 2009, at 10:00 a.m., in Claude Pepper Federal Bldg,
51 SW First Ave Room 1410, in Miami, Florida.

                  About Fontainebleau Las Vegas

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

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

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

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


FOOTHILLS RESOURCES: Court Declines to Approve Employee Bonuses
---------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware declined to authorize Foothills Resources
Inc. to make bonus payments under certain employment agreements.
The payments may not be made because the two executives are
insiders and the bonuses are for the purpose of retention, not
incentive, and are therefore disallowed under the Bankruptcy Code,
Judge Sontchi wrote, according to Carla Main at Bloomberg News.
The recipients to the proposed bonuses include two persons who are
vice presidents of the Debtors.

Foothills Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties.
The company's operations are conducted primarily through its
wholly owned subsidiaries, Foothills California, Inc., Foothills
Texas, Inc., and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources and its wholly owned
subsidiaries, Foothills California, Foothills Oklahoma, and
Foothills Texas, filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
09-10452).  Judge Christopher S. Sontchi handles the Chapter 11
cases.  Akin Gump Strauss Hauer & Feld LLP is the Debtors' lead
bankruptcy counsel.  Norman L. Pernick, Esq., and Patrick J.
Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
represent the Debtors as Delaware counsel.  The Garden City Group,
Inc., is the claims agent for the Debtors.  In its bankruptcy
petition, Foothills listed assets and debts of between $50 million
and $100 million each


FORD MOTOR: Reports First Auto Sales Increase in 2009
-----------------------------------------------------
Customer demand for Ford Motor Co.'s fuel-efficient vehicles
coupled with the U.S. government's Car Allowance Rebate System
("Cash for Clunkers") enabled the Company to post the first sales
increase of any major manufacturer in 2009.

Ford, Lincoln, and Mercury dealers reported 118,197 retail sales
in July, up 9% versus a year ago.  Total sales (including fleet
customer deliveries) were 158,838, up 2% versus last year.

"We had another strong month in progress before the 'Cash for
Clunkers' program started," said Ken Czubay, Ford vice president,
U.S. Marketing, Sales and Service.  "Our products, our dealers and
our advance preparation enabled us to leverage the program and
drive traffic and sales to another level.  In addition, we
achieved a sales increase even though we decreased incentive
spending in an increasingly competitive environment."

July Sales Highlights

    -- Ford Fusion sales totaled 17,610, a July record and up 66%
       versus a year ago, and Mercury Milan sales were up 60%.
       The 2010 model Fusion and Milan and their hybrid versions
       are the most fuel-efficient mid-size sedans in America.

    -- Ford Escape sales totaled 20,241, a July record and up 94%
       versus a year ago, and Mercury Mariner sales were up 71%.
       The 2009 model Escape Hybrid and Mariner Hybrid are the
       most fuel-efficient utility vehicles in America.

    -- Ford Focus sales totaled 21,830, up 44% versus a year ago.
       The Focus is among the most fuel-efficient compact cars in
       America with an EPA highway rating of 35 mpg.

    -- Ford Ranger sales totaled 7,695, up 65% versus a year ago.
       The Ranger is the most fuel-efficient compact pickup in
       America.

    -- Ford Flex sales totaled 3,631, up 65% versus a year ago.
       The Flex is among the most fuel-efficient mid-size
       crossover utilities in America.

    -- Ford's hybrid vehicles (Fusion, Milan, Escape and Mariner)
       posted combined sales of 5,353, a record for any month and
       up 323% versus a year ago.

"We have the freshest line of new products in the industry," said
Mr. Czubay.  "We're really encouraged by the growing number of
consumers who are considering Ford for their next vehicle."

Internal and external studies show a positive trend in the%age of
consumers with favorable opinions about Ford, and growing numbers
of consumers who are willing to consider purchasing a Ford
vehicle, thanks to improved fuel economy, smart technology and
higher residual values.

More new products are on the way.  The first new 2010 Ford Taurus
sedans were delivered at the end of July, as well as the first
Transit Connects.

The all-new Taurus is the smartest full-size sedan in America.
The Transit Connect, a small, fuel-efficient purpose-built van, is
the first ONE Ford global vehicle to be sold in the United States.

This summer, Ford also will debut its EcoBoost engine technology
in the Taurus SHO, Lincoln MKS, Ford Flex and all-new Lincoln MKT
crossover vehicle.  In these vehicles, EcoBoost provides the fuel
economy of a six-cylinder engine and the performance of a V-8.

            FORD MOTOR COMPANY JULY 2009 U.S. SALES

                          July         %      Year-To-Date      %
                          ----                ------------
                      2009    2008 Change    2009      2008 Change
                      ----    ---- ------    ----      ---- ------

Sales By Brand

Ford               142,135  138,175   2.9  802,483 1,117,746 -28.2
Lincoln              6,672    8,819 -24.3   47,382    65,713 -27.9
Mercury             10,031    9,412   6.6   54,725    82,007 -33.3
                    ------    -----         ------    ------

Total Ford,
Lincoln
and Mercury        158,838  156,406   1.6  904,590 1,265,466 -28.5
      Volvo          6,441    5,124  25.7   36,187    51,305 -29.5
                     -----    -----         ------    ------

Total Ford Motor
Company            165,279  161,530   2.3  940,777 1,316,771 -28.6

Ford, Lincoln
and Mercury
Sales By Type

Cars                62,176   57,177   8.7  342,228   457,622 -25.2

Crossover Utility
Vehicles            37,419   27,336  36.9  203,741   240,393 -15.2

Sport Utility
Vehicles             6,526   10,213 -36.1   50,563   108,921 -53.6

Trucks and Vans     52,717   61,680 -14.5  308,058   458,530 -32.8
                    ------   ------        -------   -------
Total Trucks        96,662   99,229  -2.6  562,362   807,844 -30.4
                    ------   ------        -------   -------
Total Vehicles     158,838  156,406   1.6  904,590 1,265,466 -28.5

                   FORD BRAND JULY 2009 U.S. SALES
                   -------------------------------

                       July         %      Year-To-Date      %
                       ----                ------------
                   2009    2008 Change    2009      2008 Change
                   ----    ---- ------    ----      ---- ------
Crown Victoria    3,766   4,325  -12.9  21,949    31,765  -30.9
Taurus            1,760   4,100  -57.1  19,141    36,016  -46.9
Fusion           17,610  10,607   66.0 102,756    98,530    4.3
Focus            21,830  15,200   43.6  91,184   138,649  -34.2
Mustang           6,686  10,711  -37.6  40,474    65,764  -38.5
                  -----  ------         ------    ------
Ford Cars        51,652  44,943   14.9 275,504   370,724  -25.7
Flex              3,631   2,204   64.7  23,692     3,583  561.2
Edge              7,857   8,508   -7.7  49,117    77,235  -36.4
Escape           20,241  10,421   94.2  96,643   102,486   -5.7
Taurus X            366   2,034  -82.0   5,650    16,803  -66.4
                    ---   -----          -----    ------

Ford Crossover

Utility Vehicles 32,095  23,167   38.5 175,102   200,107  -12.5
Expedition        2,565   3,469  -26.1  16,521    35,760  -53.8
Explorer          3,108   5,404  -42.5  27,442    55,339  -50.4
                  -----   -----         ------    ------

Ford Sport Utility

Vehicles          5,673   8,873  -36.1  43,963    91,099  -51.7
F-Series         36,327  44,829  -19.0 215,959   319,542  -32.4
Ranger            7,695   4,677   64.5  34,118    45,980  -25.8
Econoline/Club
Wagon             7,792  11,146  -30.1  54,680    85,721  -36.2
Transit Connect     417       0     NA     417         0     NA
Low Cab Forward      23      81  -71.6     167       635  -73.7
Heavy Trucks        461     459    0.4   2,573     3,938  -34.7
                    ---     ---          -----     -----

Ford Trucks
and Vans         52,715  61,192  -13.9 307,914   455,816  -32.4
                 ------  ------        -------   -------
Ford Brand      142,135 138,175    2.9 802,483 1,117,746  -28.2

                   LINCOLN BRAND JULY 2009 U.S. SALES
                   ----------------------------------

                        July       %    Year-To-Date    %
                        ----            ------------
                     2009  2008 Change   2009   2008 Change
                     ----  ---- ------   ----   ---- ------
    MKS             1,205 2,279  -47.1  9,666  2,664  262.8
    MKZ             1,532 2,331  -34.3 13,340 20,978  -36.4
    Town Car        1,841   943   95.2  7,946  9,982  -20.4
    MKX             1,642 2,010  -18.3 12,742 19,573  -34.9
    Navigator         450   768  -41.4  3,544  9,802  -63.8
    Mark LT             2   488  -99.6    144  2,714  -94.7
                      ---   ---           ---  -----

Lincoln Brand 6,672 8,819 -24.3 47,382 65,713 -27.9

                   MERCURY BRAND JULY 2009 U.S. SALES
                   ----------------------------------

                        July        %    Year-To-Date    %
                        ----             ------------
                      2009  2008 Change   2009   2008 Change
                      ----  ---- ------   ----   ---- ------
    Grand Marquis    2,667 2,569    3.8 14,239 19,310  -26.3
    Sable              345 2,276  -84.8  5,710 11,702  -51.2
    Milan            2,934 1,836   59.8 15,823 22,262  -28.9
    Mariner          3,682 2,159   70.5 15,897 20,713  -23.3
    Mountaineer        403   572  -29.5  3,056  8,020  -61.9
                       ---   ---         -----  -----
      Mercury Brand 10,031 9,412    6.6 54,725 82,007  -33.3

                    VOLVO BRAND JULY 2009 U.S. SALES
                    --------------------------------

                      July       %    Year-To-Date    %
                      ----            ------------
                   2009  2008 Change   2009   2008 Change
                   ----  ---- ------   ----   ---- ------
    S40             525   431   21.8  4,073  7,203  -43.5
    V50             181   120   50.8    954  1,151  -17.1
    S60           1,461   409  257.2  5,016  6,720  -25.4
    S80             602   745  -19.2  5,391  7,657  -29.6
    V70             241   234    3.0  1,154  2,336  -50.6
    XC60            762     0     NA  4,289      0     NA
    XC70            722   668    8.1  3,536  6,302  -43.9
    XC90            850 1,546  -45.0  5,613 13,011  -56.9
    C70             685   540   26.9  3,745  4,144   -9.6
    C30             412   431   -4.4  2,416  2,781  -13.1
                    ---   ---         -----  -----
      Volvo Brand 6,441 5,124   25.7 36,187 51,305  -29.5

The sales data are based largely on data reported by dealers
representing their sales to retail and fleet customers.

                       About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring to
achieve the same UAW concessions that General Motors and Chrysler
are likely to achieve as a result of the recently-approved
government bailout loans.  Such a balance sheet restructuring
would likely entail a loss for bond holders and would be viewed by
Moody's as a distressed exchange and consequently treated as a
default for analytic purposes.


FOUNDATION COAL: Moody's Confirms 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 Corporate Family
Rating and Ba3 senior unsecured rating, and affirmed the SGL-1
Speculative Grade Liquidity Rating of Foundation Coal Corporation,
which was re-named Alpha Natural Resources, Inc., on July 31,
2009.  On that date, Alpha Natural Resources, Inc (pre-merger
Alpha) acquired Foundation Coal Holdings, Inc., and the two
entities, along with Foundation Coal Corporation, merged into
Foundation, which then changed its name to Alpha Natural
Resources, Inc.  The rating outlook is stable.  At the same time
Moody's withdrew all of the ratings of the pre-merger Alpha -- all
of its rated debt was repaid in conjunction with the merger.  This
concludes the rating reviews of Foundation Coal Corporation and
pre-merger Alpha that began on May 12, 2009.

The confirmation of Alpha's Corporate Family Rating reflects the
merged company's size and scale as the third largest coal producer
in the U.S. with approximately 90 million tons of annual
production, its diversity of operations in three principal coal
producing regions, the ability to sell up to approximately
10 million tons of its production as met coal, a conservative
financial position, and what should be the ability to produce free
cash flow even in an environment of weak thermal and met coal
markets.

The rating is negatively impacted by the geological and operating
challenges of the coal mining industry, the disruptions to
production that have frequented the few large mines that come from
the Foundation side of the merger, and the large number of small
and relatively high cost mines that come from the Alpha side of
the merger.  The rating also considers increasing environmental
and safety costs, and difficulties and delays that may be
experienced in obtaining surface mining permits in Central
Appalachia.  Finally, the rating considers the pre-merger Alpha's
history of making frequent, albeit successful, acquisitions.

Outlook Actions:

Issuer: Foundation Coal Corporation

  -- Outlook, Changed to Stable From Rating Under Review

Issuer: Foundation PA Coal Company

  -- Outlook, Changed to Stable From Rating Under Review

Confirmations:

Issuer: Foundation Coal Corporation

  -- Probability of Default Rating, Confirmed at Ba2

  -- Corporate Family Rating, Confirmed at Ba2

Issuer: Foundation PA Coal Company

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3,
     LGD4, 69% from LGD5, 83%

Affirmations:

Issuer: Foundation Coal Corporation

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-1

Moody's last rating action on the pre-merger Alpha Natural
Resources, Inc. was to place its B1 Corporate Family Rating and
other ratings under review for possible upgrade on May 12, 2009.
Moody's last rating action on Foundation Coal Corporation was to
place its Ba2 Corporate Family Rating and other ratings on review
for possible downgrade, also on May 12, 2009.

Headquartered in Abingdon, Virginia, Alpha Natural Resources, Inc.
is one of the largest coal companies in the U.S. and , pro forma
for the merger of Alpha and Foundation, had revenues of
approximately $1.8 billion in the first six months of 2009.


FREMONT GENERAL: Files Investment Incentive Plan for 2007 and 2008
------------------------------------------------------------------
Fremont General Corp. filed with the Securities and Exchange
Commission its Investment Incentive Plan as of December 31, 2008,
and 2007.

The Company related that the net assets available for benefits for
the year ending December 31, 2008 was $29,345,670 and $80,794,50
for the year ending December 31, 2007.

A full-text copy of the Form 11-K is available for free at:

              http://ResearchArchives.com/t/s?4097

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

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


FRONTIER AIRLINES: Bidders' Final Proposals Due August 10
---------------------------------------------------------
As widely reported, Southwest Airlines confirmed on July 30,
2009, that it has submitted a non-binding proposal worth a
minimum of $113.6 million to purchase Frontier Airlines,
thwarting a rival bid of $108.75 million previously proposed by
Republic Airways Holdings, Inc.

To recall, Judge Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York approved on July 13, 2009, the
investment agreement between Frontier Airlines Holdings, Inc. and
Republic Holdings.  Under the Investment Agreement, Republic
Holdings will purchase 100% of Frontier Holdings' stock for
$108.75 million upon its emergence from bankruptcy, so long as
certain conditions are met, thereby making Frontier a wholly-
owned subsidiary of Republic.

The Investment Agreement also allows Frontier to seek higher or
otherwise better competing bids pursuant to the Court-approved
auction procedures.  Interested bidders are required to submit an
initial proposal by August 3, 2009, and a final proposal by
August 10.  In consultation with the Official Committee of
Unsecured Creditors, Frontier will conduct an auction, if
necessary, for the period from August 11 to 17, to consider all
qualified proposals and determine the highest or otherwise best
proposal.  Frontier can terminate the Investment Agreement upon
identification and acceptance of the better offer.

In an official statement, Southwest said it is "preparing its
proposal; therefore, it is premature to comment on the specifics
at this point."  Ron Ricks, Executive Vice President at Southwest
reiterated in a conference call that "the final form of the bid
hasn't been set," according to Bloomberg News.

Mr. Ricks noted that Southwest had conducted an intensive study
on Frontier and "been considering a bid for some time,
independent of any action Republic took with its bid proposal."

"We have the cash, access to capital, and collateral that allows
us to take advantage of this existing opportunity and synergies
between Southwest and Frontier.  We believe this is an
opportunity to expand our network with legendary low fares, add
jobs into Southwest, and boost competition in Denver as well as
other cities with our low fares and high quality Customer
Service," Ron Ricks, executive vice president for Corporate
Services and corporate secretary at Southwest, said.

"We see a strong fit between our Company cultures, a mutual
commitment to high quality Customer Service, and similar
entrepreneurial roots," Gary Kelly, Southwest's chairman of the
Board, president, and CEO, added, noted Bloomberg.

"[We are] in this to win.  We take this very, very seriously,"
Mr. Ricks added.

Experts opined that while Southwest's acquisition Frontier could
pose challenges with respect to the meshing of the airlines'
fleets, labor forces and network operations, the move will allow
Southwest to expand its business, Reuters reported.

Southwest Executive Vice President Bob Jordan specifically noted
that while the airline couldn't commit to operating Frontier's
flights outside the U.S. on a set date, "we are very interested
in understanding the near-international routes," Bloomberg said.

The successful bidder will acquire Frontier, along with its gates
at the Denver International Airport.  Frontier has 17 gates on
Concourse A, Republic flies regional jets in and out of DIA for
other airlines and Southwest owns several gates, the Denver Post
noted.  As the airlines' leases at DIA are set to expire, "there
may be an alignment of the stars . . . [and] at some point, we
would hope for some efficiencies you could gain by consolidating
things" on one concourse, Mr. Jordan said, according to the
Denver Post.

Patrick Heck, DIA's deputy manager for business development,
clarified that "no decisions have been made yet."

Republic Holdings, for its part, is studying their options and
the Southwest bid, Bloomberg reported, quoting spokesman Carlo
Bertolini, as saying.

Subsequent to Southwest's posting of its rival bid to take over
Frontier, Republic Holdings confirmed that it had completed the
acquisition of Midwest Airlines from Texas private equity group
TPG Capital, for $6 million in cash, and a $25 million five-year
note that can be converted to Republic stock at $10 a share.
Accordingly, Midwest would operate as a Republic unit.

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Gives Information on Directors
-------------------------------------------------
In a first amendment to its Annual Report for the fiscal year
ended March 31, 2009, filed with the Securities and Exchange
Commission on July 29, 2009, Frontier Airlines Holdings, Inc.,
disclosed information concerning the Company's directors,
executive officers and corporate governance.

Frontier Chief Executive Officer and Director Sean E. Menke
reported that the Company's Board of Directors is comprised of:

  Board of Director Member               Position
  ------------------------               --------
  Sean Menke                             President, CEO
  D. Dale Browning                       Director
  Rita M. Cuddihy                        Director
  Paul S. Dempsey                        Director
  Patricia A. Engels                     Director
  B. LaRae Orullian                      Director
  Jeff S. Potter                         Director
  Robert D. Taylor                       Director
  James B. Upchurch                      Director

During the fiscal year ended March 31, 2009, each Frontier
director received (x) a quarterly retainer of $2,500, (y) board
meeting fees of $750 per meeting attended personally, and (z)
$375 per meeting attended telephonically.

In addition, Mr. Browning received a $2,500 annual retainer for
serving as the chair of the board.  Ms. Orullian also received a
$2,500 annual retainer for serving as the chair of the audit
committee.  Ms. Engels received an annual retainer of $1,500 for
serving as the chair of the compensation committee, and Mr.
Dempsey received an annual retainer of $1,500 for serving as the
chair of the Nominating and Corporate governance Committee.

The directors did not receive any additional compensation or fees
for attending committee meetings.  Following the Petition Date,
the Directors agreed to reduce their annual retainer and board
meeting fees by 50%, according to Mr. Menke.

For the fiscal year ended March 31, 2009, each of the non-
employee directors earned these fees:

                                 Fees Earned or
  Director                        Paid in Cash
  --------                       --------------
  D. Dale Browning                   $13,313
  Rita M. Cuddihy                      8,688
  Paul S. Dempsey                      7,750
  Patricia A. Engels                  10,938
  B. LaRae Orullian                   11,750
  Jeff S. Potter                       6,250
  Robert D. Taylor                     9,438
  James B. Upchurch                    7,375

None of the Directors received any stock awards during the
Reporting Period.

Mr. Menke further disclosed that for the fiscal year ended March
31, 2009, KPMG LLP received a total of $917,521 for the auditing
services it rendered to the Company.

The number of shares of the Frontier's common stock outstanding
as of July 27, 2009 was 36,945,744.

A full-text copy of the Amendment No. 1 to Frontier's Annual
Report on Form 10-K/A is available with the SEC at:

              http://ResearchArchives.com/t/s?4073

                 About Frontier Airlines Holdings

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

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

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

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


FRONTIER AIRLINES: Proposes Morgan Stanley Fuel Supply Contract
---------------------------------------------------------------
Frontier Airlines Inc. and its affiliates consume substantial
quantities of jet fuel in the ordinary course of their businesses.
For the fiscal year ended March 31, 2009, jet fuel accounted for
41.5% of the Debtors'
operating expenses.

To ensure a reliable supply of jet fuel, Frontier purchases from
various suppliers, including Morgan Stanley Capital Group, Inc.
Frontier and Morgan Stanley were parties to a forward fuel supply
contract that, pursuant to Section 556 of the Bankruptcy Code,
terminated after the Petition Date.

On May 30, 2008, the Court approved the Debtors' entry into a
renewal of the prepetition supply contract -- the First
Replacement Contract -- on terms similar to the prepetition
contract.  The Replacement Contract expired on April 30, 2009.

In this regard, the Debtors sought and obtained the Court's
approval to execute a Second Replacement Contract with Morgan
Stanley in order to memorialize the parties' existing
relationship.  Under the terms of the Second Replacement
Contract, Morgan Stanley has met, and will continue to meet,
certain of Frontier's fuel requirements by delivering to Frontier
approximately 25,000 barrels of bonded and domestic jet fuel per
month through April 30, 2010, at the prevailing market price plus
a small premium.

The Second Replacement Contract is a requirements contract that
estimates that these number of barrels of bonded jet fuel have
and will continue to be delivered to the Debtors' facilities on
a monthly basis, including:

  -- 11,900 barrels at Denver International Airport;
  -- 8,300 barrels at Los Angeles International Airport; and
  -- 4,800 barrels at LaGuardia Airport.

In addition, the Second Replacement Contract permits Morgan
Stanley to terminate the contract upon the occurrence of certain
events, including (i) Frontier's failure to prepay amounts due,
or (ii) the conversion of Frontier's Chapter 11 case to Chapter
7.

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
relates that the Second Replacement Contract will allow the
Debtors to maintain a secure and ready supply of jet fuel at a
competitive cost.  He adds that it will be executed in the
ordinary course of the Debtors' businesses, but will be performed
under Sections 363(b)(1) and 363(c)(1) of the Bankruptcy Code, as
requested by Morgan Stanley.

Mr. Schaible avers that the Debtors have provided the relevant
information to the Official Committee of Unsecured Creditors,
with which they intend to work closely in the analysis of the
Second Replacement Contract.

The Debtors also filed with the Court a certificate of no
objection to their request.

                 About Frontier Airlines Holdings

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

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

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

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


GENERAL MOTORS: ACE American Wants Prompt Decision on Contract
--------------------------------------------------------------
ACE American Insurance Company and Motors Liquidation Co.,
formerly known as General Motors Corp., are parties to
certain policies and agreements, including a Foreign Casualty
Insurance Program, directors' and officers' liability insurance
policies, and excess casualty insurance policies.  The ACE
Policies also include numerous agreements concerning the payment
of premiums, the indemnification and handling of claims, the
collateral security provided to ACE in order to protect ACE
against a default by the Debtors.

As of July 21, 2009, the Debtors have not assumed or rejected the
ACE Policies and Agreements.  Andrew K. Lipetz, Esq., at Wasserman
Grubin & Rogers, LLP, in New York, says the Debtors have served on
ACE two vague and indefinite notices of intent to assume and
assign executory contracts, however the limited information in the
notices was unintelligible.  In light of the Debtors having not
assumed any of the ACE Policies, he notes that General Motors
Company or New GM does not have coverage under the ACE Policies.
Similarly, the Debtors' foreign subsidiaries and affiliates that
were insured under the ACE Foreign Casualty Insurance Program may
also not have coverage, because they are no longer subsidiaries or
affiliates of the Debtors.

Under these circumstances, Mr. Lipetz points out, ACE is unable to
determine the scope of its obligations to the Debtors and New GM.
Despite repeated and ongoing efforts by ACE to initiate
discussions with the Debtors, the Debtors still have failed to
state their intentions on the assumption and assignment of the ACE
Policies, and the satisfaction of any cure amounts and regarding
adequate assurance of future performance, he contends.

Against this backdrop, ACE asks the Court to compel the Debtors to
assume or reject the ACE Policies.  In the event the Debtors
assume the ACE Policies, ACE asks the Court to direct the Debtors
to:

  * cure defaults and provide adequate assurance of future
    performance under the Insurance Policies;

  * provide to ACE the information regarding the financial
    condition of the New GM so that ACE could make an informed
    decision whether to agree to an assignment of the ACE
    Policies to the New GM; and

  * provide to ACE, as a condition of the assignment of the ACE
    Policies to the New GM, a valid and acceptable commitment
    from the New GM to fully perform the Debtors' obligations
    under the ACE Policies.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Buyout Offer for UAW Workers Expires
----------------------------------------------------
United Auto Workers-represented workers and salaried employees
hade until July 31, 2009, to accept buyout packages and retirement
offers proposed by General Motors Company, or New GM, Detroit Free
Press discloses.

New GM will offer cash payments ranging from $20,000 to $115,000,
Free Press says.  However, New GM did not cite any expected number
of workers that will be accommodated by the buyout, only citing
that the official buyout number will be disclosed after some time,
Free Press points out.

New GM intends to reduce UAW workers by 13,500 at the end of 2009,
and salaried employees by 4,000, Free Press notes.  New GM will
also trim its executive staff by 35%, Free Press adds.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: ESIS Inc. Wants Prompt Decision on Agreement
------------------------------------------------------------
ESIS, Inc., and the Debtors entered into Claims Administration
Services Agreements, which are part of the Debtors' overall
insurance program.  ESIS' obligations under the Agreements include
providing third-party administration services for certain
insurance claims asserted by and against the Debtors.

Andrew K. Lipetz, Esq., at Wasserman Grubin & Rogers, LLP, in New
York, notes that the Debtors have informally told ESIS that they
intend to assume or reject the Agreements, but as of July 21,
2009, no notice was received by ESIS.  He further points out that
the Agreements were not listed in the Debtors' schedules of
assumed executory contracts.

Mr. Lipetz tells the Court that despite ESIS' efforts to initiate
discussions with the Debtors, the Debtors have failed to state
their intentions as to the assumption and assignment of the
Agreements, the satisfaction of any cure amounts, and regarding
adequate assurances of future performance.  More importantly, he
asserts that the Debtors' non-decision on the Agreements, has
caused uncertainty regarding the scope of ESIS' contractual
obligations.  For one, it seems that ESIS' obligations do not
include the administration of claims the liabilities for which
have been assumed by General Motors Company, or New GM.
Similarly, ESIS does not know which entity, if any, will perform
the Debtors' obligations under the Agreements.  The uncertainty
about whether the Debtors are assuming and assigning the
Agreements will impede the performance of the obligations of all
parties to the Agreements, and may adversely affect the Insurance
Program that has been purchased from the Debtors by the New GM, he
maintains.

Accordingly, ESIS asks the Court to compel the Debtors' assumption
or rejection of the Agreements.  In the event of assumption, ESIS
asks the Court to require the Debtors to:

  * provide for cure of defaults and provide adequate assurance
    of future performance to ESIS;

  * provide to ESIS the information regarding the financial
    condition of the New GM so that ESIS can make an informed
    decision on whether to agree to an assignment of the
    Agreements to the New GM; and

  * provide to ESIS, as a condition of the assignment of the
    Agreements to the New GM, a valid and acceptable commitment
    from the New GM to fully perform the Debtors' obligations
    under the Agreements.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Toyota to Liquidate Stake in Nummi JV
-----------------------------------------------------
Toyota Motor Corp. confirmed on July 24, 2009, that it is
liquidating its stake in New United Motor Manufacturing Inc.,
which is jointly operated with General Motors.

GM stated in June 2009 that it is terminating the NUMMI venture
amid disagreements on the future product to be manufactured at the
facility.  NUMMI is based in Fremont, California, and has been run
by GM and Toyota since 1984.  It employs 4,600 workers who make
the Pontiac Vibe station wagon for GM and the Corolla compact car
and Tacoma pickup truck for Toyota.

Toyota spokesman Paul Nolasco stated that Toyota "is in a really
difficult situation," and is "pressed to make hard decisions," the
Associated Press reported.

In an effort to save the jobs of its 4,500 represented workers,
the United Auto Workers union called on its members to urge U.S.
lawmakers to impede the probable closure of NUMMI, Reuters
reported.

"We believe that Toyotas sold in the United States should be made
in the United States.  California is by far Toyota's single
biggest market for car sales in the United States," the UAW said
in its email message, according to the report.

                       About General Motors

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

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

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

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

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

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

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


GENERAL MOTORS: Opel May Be Sent to Bankr. Absent Sale Consensus
----------------------------------------------------------------
General Motors Corp.'s Opel unit may be forced into bankruptcy if
the automaker and the German government fail to agree on a buyer,
Bloomberg's Carla Main reported, citing three people close to the
trust that controls the division.

The German government has preferred Magna International Inc. as a
buyer for Opel as the automotive supplier has promised to keep
jobs.  The trust's five-member board, however, prefers RHJ
International SA as the buyer or pushing Opel into insolvency,
Bloomberg said.  GM negotiators are also fighting Magna's bid
because they're concerned about losing control of some patents,
Bloomberg said, citing one of the people.

The German government is providing EUR1.5 billion (US$2.1 billion)
in short-term loans to Opel for the sale.  A spokesman to Germany
Chancellor Angela Merkel has earlier warned that no deal is
possible without the German government's approval.

The trust was set up as an interim owner of Opel.  It oversees
talks with the suitors approves any business decisions by Opel,
including which bidder will win.

A final decision on the sale is made by General Motors, which is
now controlled by the U.S. Treasury.

Acording to Bloomberg, GM's board will review bids for Opel during
a meeting starting Aug. 3, people familiar with the planning have
said.  The trust will gather to discuss the bids the following
week, said two of the people.  Approval is also required by the
U.S. Treasury, people familiar with the process have said.

Brussels-based RHJ is bidding for a 51 percent stake in Opel and
is asking for EUR700 million less than Magna in government aid to
secure Opel's future, while Magna, which is bidding for Opel with
Moscow-based OAO Sberbank, would provide EUR350 million of cash
directly under an improved cash offer for the unit, Bloomberg
notes.

                     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)


GENOA HEALTHCARE: CEO Departure Won't Affect Moody's 'B2' Rating
----------------------------------------------------------------
Moody's commented that there is no immediate impact to the ratings
of Genoa Healthcare Group, LLC, due to the recent departure of the
company's CEO and CFO.  The Corporate Family Rating and
Probability of Default Rating are B2 and the outlook is negative.

The last rating action was on December 18, 2007, when the outlook
was changed to negative from stable.

Genoa'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 of tolerance for risk.

Those attributes were compared against other issuers both within
and outside of Genoa's core industry and Genoa's ratings are
believed to be comparable to those other issuers of similar credit
risk.

Headquartered in Tampa, Florida, Genoa, through its subsidiaries,
provides skilled nursing, medically complex and specialty
healthcare services in 61 skilled nursing facilities throughout
the state of Florida.  The company also provides consulting and
administrative services to an additional 66 facilities in 16
states and the District of Columbia through contractual
arrangements.


GEORGIA GULF: Completes Private Debt Exchange Offer
---------------------------------------------------
Georgia Gulf Corporation last week closed its private debt
exchanges and announced the effectiveness of a long-term amendment
to its senior secured credit agreement.

"For several months we have been working closely with our lenders
and bondholders to restructure our balance sheet and provide
Georgia Gulf the financial flexibility to weather current economic
conditions and to provide a solid foundation for growth. With our
new capital structure, valuable asset base and skilled and
dedicated employees, we are a strong business partner positioned
for the long term in our chemicals and building products
businesses. We look forward to continuing to work with our
customers and suppliers to lead our markets as economic conditions
improve," commented Paul Carrico, Georgia Gulf's President and
CEO.

                          Debt Exchanges

Georgia Gulf previously announced the results of its private
offers to exchange its outstanding 7.125% Senior Notes due 2013,
9.5% Senior Notes due 2014, and 10.75% Senior Subordinated Notes
due 2016, for shares of its convertible preferred stock and shares
of its common stock.  Roughly $736.0 million, or 92.0% in
aggregate principal amount, of the notes were accepted in exchange
for roughly 30.2 million shares of convertible preferred stock and
1.3 million shares of common stock, giving effect to the 1-for-25
reverse stock split that became effective July 27.

Moreover, roughly $726.0 million of aggregate principal amount of
notes, together with the Company's obligations for accrued
interest under such notes, were extinguished July 27 in settlement
of the exchange offers in exchange for shares of common and
convertible preferred stock.  The remaining roughly $10.0 million
of principal amount of notes are contractually committed to be
exchanged and the Company expects those to be canceled for shares
of common and convertible preferred stock in the near term.

                     Long Term Bank Amendment

In conjunction with the successful private debt exchange offers,
the Company obtained an amendment to its senior secured credit
agreement that adjusts the financial covenants to reflect current
market conditions as well as the impact of the private debt
exchanges.  The maximum leverage ratios and minimum interest
covenant ratios were adjusted through the term of the revolving
lending facility.  The amendment added a new minimum fixed charge
coverage ratio covenant and a maximum senior secured leverage
ratio covenant, while eliminating the minimum EBITDA covenant.
The capital expenditure limitations established by the amendment
are $45 million in 2010 and $50 million per year thereafter.  The
amendment also allows the Company to use 50% of the first
$45 million of net cash proceeds from asset dispositions to make
additional capital expenditures, subject to certain annual
limitations and minimum EBITDA requirements.  The amendment
replaced the $75 million minimum revolver availability requirement
with a permanent $75 million reduction in the aggregate revolving
commitments, resulting in a $300 million revolver commitment.

Under the amendment, the interest rates and certain fees payable
to lenders were increased by 0.5% per annum.

The Company also obtained an amendment to its $175 million asset
securitization agreement that adjusts the financial covenants to
conform to the covenants described above through the expiration of
the asset securitization agreement in March 2011. Under the
amendment, the interest rate was increased by 0.25% per annum.

                       Related Transactions

In conjunction with the completion of the debt exchanges and bank
amendment:

     -- Effective July 27, the Company completed the previously
        described 1-for-25 reverse stock split, whereby the
        Company's currently outstanding common shares, before the
        issuance of common shares in the debt exchanges, were
        reduced to approximately 1.4 million shares.

     -- Pursuant to authority provided for in the Company's
        charter, about 32 million shares of a new series of
        convertible preferred stock were designated by the
        Company's Board of Directors, substantially all of which
        were issued in the debt exchanges.

     -- The Board approved, and has recommended for approval by
        the Company's stockholders,

     -- an amendment to the Company's charter to increase the
        number of authorized shares of common stock to 100
        million; and

     -- a new equity incentive plan for the issuance of equity
        awards of the Company's common shares to Company
        employees.

Further, the Board provided that stockholders of record August 17,
2009 will vote on these two proposals at a to be scheduled special
meeting of stockholders. Upon approval and filing of the charter
amendment to increase the number of authorized common shares, the
shares of convertible preferred stock issued in the debt exchanges
will automatically convert into common shares on a one-for-one
basis.

Perella Weinberg Partners acted as the Company's financial advisor
and Jones Day as its legal advisor with regard to the private debt
exchanges, bank amendment, and related transactions.

                        About Georgia Gulf

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

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

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

As reported by the TCR on August 3, Moody's Investors Service
upgraded the Corporate Family Rating of Georgia Gulf Corporation
to B2 from Caa2 as a result of the completion of the private debt-
for-equity exchange offer and an amendment to its credit facility
that substantially improves the company's liquidity.


GLEN SCOTT LANG: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Glen Scott Lang
        219 Surrey Hill
        Noblesville, IN 46062

Bankruptcy Case No.: 09-11196

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Mark S. Zuckerberg, Esq.
                  Law Office of Mark S. Zuckerberg, P.C.
                  333 N Pennsylvania St., Suite 100
                  Indianapolis, IN 46204
                  Tel: (317) 687-5157
                  Fax: (317) 687-5151
                  Email: filings@mszlaw.com

                  Sally J. O'Connor, Esq.
                  Law Office of Mark S. Zuckerberg, P.C.
                  333 N Pennsylvania St., Suite 100
                  Indianapolis, IN 46204
                  Tel: (317) 687-0000

Total Assets: $1,883,524

Total Debts: $1,860,578

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

            http://bankrupt.com/misc/insb09-11196.pdf

The petition was signed by Mr. Lang.


GOODYEAR TIRE: 2Q Results on Track to Meet Expectations, S&P Says
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that, based on The
Goodyear Tire & Rubber Co.'s reported results for the second
quarter, S&P believes its results are on track to meet S&P's
expectations for the current rating (BB-/Negative/--).  S&P
assumes Goodyear will use less than $350 million in cash in 2009.
S&P estimates that free cash flow totaled about $181 million in
the second quarter, helped in part by better management of
inventories and a sequential rise in operating profitability; S&P
estimates it was a negative $365 million for the first half of
2009.  Despite the ongoing weakness in the replacement and
original equipment (OE) tire markets, price and mix of
$127 million more than offset the cost of raw materials in the
second quarter.  In addition, the company reported that it
realized approximately $200 million in cost savings.  Total
segment operating income was a weak $24 million in the second
quarter, compared with $330 million in the second quarter a year
ago, but a loss of $176 million in the first quarter.  At the end
of June, cash and cash equivalents stood at $2.4 billion, and the
company had $1.7 billion available on its credit facilities.

S&P believes there are signs of stabilization in the North
American tire market. U.S. miles driven in May rose sequentially,
and government incentive programs are supporting OE demand. Also,
other regions of the world are contributing to positive results;
Latin America and Asia generated positive operating income, and
demand in China and India is rebounding.  Nevertheless, S&P
remains concerned about the ongoing recession in the U.S. and
Europe, the possibility of increased price competition by major
tire makers, and uncertainty about future pension contributions
given capital market volatility.


GPS INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GPS Industries, Inc.
        1358 Fruitville Road
        Sarasota, Fl 34236

Bankruptcy Case No.: 09-16766

Chapter 11 Petition Date: July 31, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.com

Total Assets: $2,971,388

Total Debts: $27,901,483

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

             http://bankrupt.com/misc/flmb09-16766.pdf

The petition was signed by David Chessler, chief executive officer
of the Company.


GREY GOOSE FARMS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Grey Goose Farms, Inc.
        211 Kirkwood Ct.
        Sugarland, TX 77478

Bankruptcy Case No.: 09-35558

Chapter 11 Petition Date: August 2, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Sheila K. Deason, Esq.
                  Deason Law Firm
                  2950 N Loop W, Suite 500
                  Houston, TX 77092
                  Tel: (713) 586-8820
                  Fax: (713) 868-2021
                  Email: deason@1stcounsel.com

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

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

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

The petition was signed by Linda M. Hawk, president of the
Company.


GTC BIOTHERAPEUTICS: Closes Securities Purchase Deal with LFB
-------------------------------------------------------------
GTC Biotherapeutics Inc. on July 31, 2009, completed the closing
of the transactions under its securities purchase agreement with
LFB Biotechnologies S.A.S., dated June 18, 2009.

At the closing, GTC issued to LFB 12,000 shares of its newly
designated Series E-1 10% Convertible Preferred Stock and 13,500
shares of its newly designated Series E-2 10% Convertible
Preferred Stock for payment to GTC of roughly $8.3 million cash
and conversion of the $4.5 million convertible promissory note
issued to LFB on June 18, 2009.

The Series E-1 Convertible Preferred Stock is convertible into
4,562,738 shares of GTC common stock at a conversion price of
$2.63 per share and the Series E-2 Convertible Preferred Stock is
convertible into 6,305,437 shares of GTC common stock at a
conversion price of $2.2368.

If LFB were to fully convert all of its Series E and Series D
convertible preferred stock, fully convert its $15M convertible
note and exercise in full its warrant holdings, LFB would hold
19,782,550 shares of GTC common stock, or 70.1% of GTC shares
outstanding.

The Series E Preferred Stock was issued to LFB in reliance on the
exemption from registration provided under the provisions of
Section 4(2) of the Securities Act (and the regulations
promulgated thereunder, including Regulation D) relating to sales
by an issuer not involving a public offering.  LFB has represented
to GTC in the securities purchase agreement that it is acquiring
the shares of Series E Preferred Stock and the shares of common
stock issuable upon conversion thereof for investment and not for
distribution, that it can bear the risks of the investment and
that it has had an opportunity to ask questions of, and receive
answers from, GTC regarding the terms and conditions of the
offering.

             Amendment to Shareholder Rights Agreement

In connection with the closing of the sale of Series E Preferred
Stock, GTC entered into a Third Amendment to the Shareholder
Rights Agreement dated July 30, 2009, with American Stock Transfer
and Trust Company, as rights agent, further amending the
Shareholder Rights Agreement dated May 31, 2001.  The amendment
exempts LFB's acquisition from GTC of shares of its Series E
Convertible Preferred Stock so that the acquisition does not
trigger the exercisability of the preferred stock purchase rights
pursuant to the Shareholder Rights Agreement.

               Amendment to Articles of Organization

GTC's Board of Directors approved an amendment to its Restated
Articles of Organization which provided for the designation of (i)
18,000 shares of authorized and unissued Preferred Stock as shares
of "Series E-1 10% Convertible Preferred Stock" and (ii) 27,000
shares of GTC authorized and unissued Preferred Stock as shares of
"Series E-2 10% Convertible Preferred Stock."  Each share of
Series E Preferred Stock is convertible into fully paid and
nonassessable shares of GTC common stock.

Prior to this amendment, no such series of stock existed.  The
amendment to GTC's Restated Articles of Organization to designate
these two new classes of Series E Preferred Stock was filed with
the Massachusetts Secretary of the Commonwealth and became
effective on July 30, 2009.

                       Shareholders' Meeting

On July 30, 2009, GTC held a special meeting of shareholders.  A
table sets forth the results of voting of GTC shareholders of
common stock and Series D Preferred Stock, voting on an as-
converted basis, on the proposal submitted at the meeting to its
shareholders:

   Proposal                         "For"   "Against"  "Abstain"
   --------                         -----   ---------  ---------
Proposal to approve the issuance  5,409,410   339,192    72,036
of Series E-1 10% Convertible
Preferred Stock and Series E-2
10% Convertible Preferred Stock
to LFB Biotechnologies S.A.S.
pursuant to the Securities
Purchase Agreement between
GTC and LFB

A full-text copy of GTC's letter to shareholders is available at
no charge at http://ResearchArchives.com/t/s?40a0

                      Nasdaq Delisting Notice

On June 18, 2009, GTC received a Staff Deficiency Letter from The
Nasdaq Stock Market notifying that for the last 10 consecutive
trading days the aggregate market value of the Company's common
stock was below the $35,000,000 minimum market value required for
continued listing on the Nasdaq Capital Market, as specified by
Marketplace Rule 5550(b)(2).

In accordance with Marketplace Rule 5810(c)(3)(C), GTC has 90
calendar days, or until September 16, 2009, to regain compliance
with the minimum market value requirement.  To regain compliance,
the market value of GTC's common stock must equal or exceed
$35,000,000 for a minimum of 10 consecutive business days or for
such longer period that Nasdaq may, in its discretion, require.

If GTC does not regain compliance with the minimum market value
requirement by September 16, 2009, Nasdaq will provide written
notification that GTC's common stock will be delisted. At that
time, GTC may appeal Nasdaq's determination to delist its common
stock to a Nasdaq Listings Qualifications Panel.  GTC's common
stock would continue to be listed during the appeals process.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.


GTC BIOTHERAPEUTICS: Net Loss Widens to $10.8 Million in Q2 2009
----------------------------------------------------------------
GTC Biotherapeutics, Inc.'s total net loss for the second quarter
ended June 28, 2009, was $10.8 million, or $1.03 per share,
compared to $2.2 million, or $0.22 per share, for the second
quarter of 2008.  The total net loss for the first six months of
2009 was $21.1 million, or $2.03 per share, compared to
$10.4 million, or $1.12 per share, for the first six months of
2008.

GTC received $8.3 million of additional funding from LFB
Biotechnologies upon the first closing under the June 18, 2009
agreement for the sale of new convertible preferred stock.

"As a result of our financing transaction with our strategic
partner, LFB Biotechnologies, we are taking an important step in
re-establishing the financial stability of GTC with a committed,
long term investor," stated Geoffrey F. Cox, Ph.D., GTC's Chairman
of the Board and Chief Executive Officer.  "We have also been very
encouraged by the strong launch of ATryn(R) by our partner,
Lundbeck Inc., and we believe this bodes well for future sales in
the U.S. in the approved hereditary antithrombin deficiency
indication as well as the potential for future broader indications
we are developing together for approval, such as heparin
resistance."

At June 28, 2009, GTC had $29.0 million in total assets and
$53.0 million in total liabilities, resulting in $23.9 million in
stockholders' deficit.

Cash and marketable securities at June 28, 2009 totaled
$4.7 million, a $6.9 million decrease compared to $11.6 million at
December 28, 2008.  The second quarter cash and marketable
securities includes the initial $4 million of convertible debt
funding from LFB Biotechnologies.  Subsequent to June 28, 2009,
GTC received an additional $8.3 million from LFB Biotechnologies
as part of the overall financing arrangement.  Together with
committed partnering milestone proceeds, but not including any new
proceeds from contemplated partnering activities, this will fund
operations into the fourth quarter of 2009.

Revenues for the second quarter of 2009 were approximately
$700,000, an $8.5 million decrease from the $9.1 million recorded
in the second quarter of 2008.  Revenues totaled approximately
$900,000 for the first six months of 2009 compared to
$12.7 million in the first six months of 2008, a decrease of
$11.8 million.  The revenue decreases in 2009 were driven by the
termination of the ATryn(R) agreement with LEO and completion in
2008 of GTC's service contract work for PharmAthene and Merrimack
Pharmaceuticals.  GTC recently entered into an additional scope of
service work with PharmAthene as they continue development of
their Protexia(R) product.

Costs of revenue and operating expenses totaled $10.3 million in
the second quarter of 2009, approximately 6% lower than $11
million in the second quarter of 2008.  Costs of revenue and
operating expenses totaled $20.1 million for the first half of
2009, approximately 12% lower than $22.7 million in the first half
of 2008.  The lower expenses are primarily due to decreased costs
in the ATryn(R) program and reduced work under GTC's fee-for-
service contracts for its external programs.

A full-text copy of GTC's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?409f

                      Nasdaq Delisting Notice

On June 18, 2009, GTC received a Staff Deficiency Letter from The
Nasdaq Stock Market notifying that for the last 10 consecutive
trading days the aggregate market value of the Company's common
stock was below the $35,000,000 minimum market value required for
continued listing on the Nasdaq Capital Market, as specified by
Marketplace Rule 5550(b)(2).

In accordance with Marketplace Rule 5810(c)(3)(C), GTC has 90
calendar days, or until September 16, 2009, to regain compliance
with the minimum market value requirement.  To regain compliance,
the market value of GTC's common stock must equal or exceed
$35,000,000 for a minimum of 10 consecutive business days or for
such longer period that Nasdaq may, in its discretion, require.

If GTC does not regain compliance with the minimum market value
requirement by September 16, 2009, Nasdaq will provide written
notification that GTC's common stock will be delisted. At that
time, GTC may appeal Nasdaq's determination to delist its common
stock to a Nasdaq Listings Qualifications Panel.  GTC's common
stock would continue to be listed during the appeals process.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.


HANGER ORTHOPEDIC: Moody's Upgrades Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Hanger
Orthopedic Group, Inc., including the Corporate Family Rating and
Probability of Default Rating to B1 from B2.  Moody's also
upgraded the senior secured credit facility to Ba2 from Ba3 and
the unsecured notes to B3 from Caa1.  Moody's also changed the
outlook to stable from positive.

The upgrade of the Corporate Family Rating reflects Hanger's
continued growth in EBITDA and cash flow generation, which has
reduced financial leverage and brought credit metrics more in-line
with the B1 rating.  The improvement in operating performance has
been driven by healthy same-store sales growth, tuck-in
acquisitions, and operating efficiencies.  While Moody's believes
the pricing and reimbursement environment may not be as favorable
over the rating horizon as it has been in recent years, Moody's
believe mitigating factors include: a more attractive acquisition
pipeline, cost reductions (both labor and materials) and new
product introductions, thus supporting the B1 rating.

The Corporate Family Rating of B1 reflects the company's
competitive position as the largest O&P services provider in the
U.S., its national footprint and relatively stable, recurring
revenue model.  The rating is constrained primarily by the
company's modest size, financial leverage that is considerable
(though improved) as well as the risks associated with the pricing
and reimbursement environment in the O&P industry.

Ratings upgraded:

  -- $75 million secured revolver due 2011, to Ba2 (LGD2, 27%)
     from Ba3 (LGD2, 27%)

  -- $230 million secured term loan due 2013, to Ba2 (LGD2, 27%)
     from Ba3 (LGD2, 27%)

  -- $175 million unsecured senior notes due 2014, to B3 (LGD5,
     81%) from Caa1 (LGD5, 78%)

  -- Corporate Family Rating, to B1 from B2

  -- Probability of Default Rating, to B1 from B2

The outlook is stable.

The last rating action was August 7, 2008, when Moody's changed
the outlook to positive.

Hanger'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 of tolerance for risk.

Those attributes were compared against other issuers both within
and outside of Hanger's core industry and Hanger's ratings are
believed to be comparable to those other issuers of similar credit
risk.  For further details, refer to Moodys.com for the latest
Credit Opinion on Hanger.

Hanger (NYSE: HGR), headquartered in Bethesda, Maryland, is the
leading provider of O&P patient-care services in the US.  The
company owns and operates 671 patient care centers in 45 states
and the District of Columbia.  The company also generates roughly
12% of total revenues from its O&P distribution business.  For the
twelve months ended June 30, 2009, the company recognized revenue
of approximately $727 million.


HANOVER INSURANCE: S&P Withdraws 'BB-' Rating on $300 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB-'
rating on Hanover Insurance Group Inc.'s AFC Capital Trust I's
$300 million issue of preferred securities due February 2027.  At
the same time, S&P assigned a 'BB-' rating on the company's newly
issued $165 million series B 8.207% junior subordinated deferrable
interest debentures due February 3, 2027.

"We withdrew S&P's rating on the $300 million preferred securities
following the liquidation of the trust," said Standard & Poor's
credit analyst Polina Chernyak.  "The newly rated $165 million
series B junior subordinated debentures have the same maturity,
interest, and risk profile as the preferred stocks."


HARVEST ENERGY: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alberta-based Harvest Energy
Trust (Harvest or the trust) to 'B-' from 'B', and its senior
unsecured debt ratings on subsidiary Harvest Operations Corp. to
'CCC' from 'CCC+'.  The recovery rating of '6' on the senior
unsecured notes is unchanged, and indicates S&P's expectation for
negligible (0%-10%) recovery in the event of a default.  The
outlook is stable.

"The downgrade reflects S&P's expectations that likely lower
operating cash flows will constrain Harvest's ability to
meaningfully reduce debt," said Standard & Poor's credit analyst
Jamie Koutsoukis.  "In addition, as the trust has a reduced
capital program in place for 2009, S&P believes upstream
production will continue to decline; its financial metrics will
weaken, so the trust will have increased sensitivity to
hydrocarbon prices," Ms. Koutsoukis added.

In S&P's opinion, the ratings on Harvest reflect the trust's high
leverage, as measured by debt per barrel of oil equivalent of net
proven reserves and debt per throughput capacity at its refining
operations; expected weak cash flow from operations in 2009 and
2010; below-average reserve life index; and relatively high full-
cycle costs.  S&P believes a high percentage of proven developed
reserves; and the trust's good product mix, with added
diversification from the refinery operations, offset these
weaknesses.

The stable outlook incorporates S&P's expectation that Harvest
will be able to fund capital expenditures and manage distributions
at a level that allows it to reduce its debt levels.  It also
reflects S&P's expectation that the trust will be able to
refinance its existing bank debt due April 2010 (although S&P
believes it will be below the current C$1.6 billion capacity).  A
negative rating action could occur if Harvest cannot refinance its
existing bank debt or if the terms of the new facility
meaningfully constrain the trust's ability to operate.  In
addition, if it is unable to internally fund its capital spending
program and financing obligations, thereby increasing its debt
outstanding, S&P could also lower the rating.  A positive rating
action, although unlikely in the near term, would depend on the
trust improving operating performance and meaningfully reducing
debt levels while funding its capital program through internally
generated cash flows.


HAWAII SUPERFERRY: Disclosure Statement Hearing Set for August 11
-----------------------------------------------------------------
HSF Holding, Inc., and Hawaii Superferry, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware to approve an
explanatory disclosure statement with respect to their Joint Plan
of Liquidation, which was filed with the Court on June 30, 2009.
The Debtors also ask the Court to approve certain deadlines in
connection with the hearing on the adequacy of the disclosure
statement scheduled for August 11, 2009, at 2:00 p.m., and the
hearing on confirmation of the Plan scheduled for September 23,
2009, at 2:00 p.m.

The proposed deadlines are:

    August 11, 2009         Voting Record Date

    August 17, 2009         Distribution of Solicitation Packages

    September 15, 2009      Voting Deadline & Plan Objection
                            Deadline

    September 21, 2009      Deadline for Debtors' Reply in Support
                            of Confirmation

                      Summary of Plan Terms

The Plan provides for the liquidation and conversion of all of the
Debtors' remaining assets to cash and the distribution of the net
proceeds therefrom to creditors holding allowed claims, in
accordance with the relative priorities set forth in the
Bankruptcy Code.

No distribution will be made on account of the Guggenheim secured
claim in the outstanding principal amount of $51,752,288 as of the
petition date, since Superferry stock against which it asserts a
lien is being cancelled and has no value.  The Guggenheim secured
claim is therefore deemed to reject.

HSF Holding general unsecured claims will receive a pro rata share
of the net proceeds of any causes of action held and realized by
HSF Holding, Inc. only.

Hawaii Superferry general unsecured claims will receive a pro rata
share of available cash after full satisfaction of, or the
establishment of an appropriate reserve for, allowed
administrative expense claims, allowed priority tax claims,
allowed other priority  claims, allowed secured tax claims,
allowed other secured claims, and allowed convenience claims.

The Debtors estimate that the total amount of Hawaii Superferry
general unsecured claims is $25,020,114.  Of this amount,
approximately $21,366,792 was owing to Austal USA, a wholly owned
subsidiary of Austal Ships, an Australian company, under the
Austal term loans, while approximately $3,255,361 was owed to
trade creditors.

The Debtors anticipate that $509,175, or approximately 2% of
allowed claims, may be available as of September 30, 2009, for
distribution to holders of allowed Hawaii Superferry general
unsecured claims.

                Equity Interests Deemed to Reject

HSF Holding preferred stock equity interests and Hawaii Superferry
preferred stock equity interests will not receive any
distributions on account of such equity interests, since it is
believed that the value of the Debtors' assets is less than the
toal value of the Debtors' debts and liabilities.  Holders of
these interests are therefore deemed to reject the Plan.

HSF Holding common stock equity interests and Hawaii Superferry
common stock equity interests will also not receive any
distributions of account of their equity interests, and thus,
deemed to reject.

                     Classes Entitled to Vote

Only holders of HSF Holding general unsecured claims, Hawaii
Superferry general unsecured claims and convenience claims are
entitled to vote.

A copy of the explanatory disclosure statement with respect to HSF
Holding, Inc. and Hawaii Superferry, Inc.'s Joint Plan of
Liquidation is available for free at:

                http://bankrupt.com/misc/HSF.ds.pdf

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  Craig
A. Wolfe, Esq., at Kelley Drye & Warren LLP, is the Committee's
proposed lead counsel.  Adam Hiller, Esq., Brian Arban, Esq., and
Michelle Berkeley-Ayres, Esq., at Atlantic Law, is the Committee's
proposed local counsel.  When the Debtors sought protection from
their creditors, they listed between $100 million and $500 million
each in assets and debts.


HAWAII SUPERFERRY: Files New Schedules of Assets and Liabilities
----------------------------------------------------------------
Hawaii Superferry, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware amended schedules of its assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            ------------    ------------
  A. Real Property
  B. Personal Property           $202,718,064
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $162,117,701
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $261,068
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,912,719
                                 ------------    ------------
           TOTAL                 $202,718,064    $165,291,489

A copy of the Debtor's new schedules is available at:

    http://bankrupt.com/misc/hawaiisuperferry.newschedules.doc

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  Craig
A. Wolfe, Esq., at Kelley Drye & Warren LLP, is the Committee's
proposed lead counsel.  Adam Hiller, Esq., Brian Arban, Esq., and
Michelle Berkeley-Ayres, Esq., at Atlantic Law, are the
Committee's proposed local counsel.  When the Debtors sought
protection from their creditors, they listed between $100 million
and $500 million each in assets and debts.


HAWAII SUPERFERRY: Parent Files New Schedules of Assets & Debts
---------------------------------------------------------------
HSF Holding, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of its assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            ------------    ------------
  A. Real Property
  B. Personal Property           $131,639,820
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $51,752,288
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                 ------------    ------------
TOTAL                            $131,639,820    $51,752,288

A full-text copy of the Schedules is available at:

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

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  Craig
A. Wolfe, Esq., at Kelley Drye & Warren LLP, is the Committee's
proposed lead counsel.  Adam Hiller, Esq., Brian Arban, Esq., and
Michelle Berkeley-Ayres, Esq., at Atlantic Law, are the
Committee's proposed local counsel.  When the Debtors sought
protection from their creditors, they listed between $100 million
and $500 million each in assets and debts.


HAWAII SUPERFERRY: Panel Taps Kelley Drye as Lead Counsel
---------------------------------------------------------
The official committee of unsecured creditors of HSF Holding,
Inc., et al., asks the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Kelley Drye & Warren LLP as its
lead counsel, nunc pro tunc to June 11, 2009.

As the Committee's lead counsel, Kelley Drye will:

  a) advise the Committee with respect to its rights, duties and
     powers in these Chapter 11 cases;

  b) assist and advise the Committee in its consultations with the
     Debtors in connection with the administration of these
     Chapter 11 cases; and

  c) review the nature and validity of liens asserted against
     property of the Debtors and advise the Committee concerning
     the enforceability of such liens.

Craig A. Wolfe, Esq., a member at Kelley Drye, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors' estates, and that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Wolfe says that Kelley Drye's current customary hourly rates
are:

     Partners            $550-$875
     Of Counsel          $480-$780
     Special Counsel     $400-$675
     Associates          $205-$520
     Law Clerks          $110-$195
     Paraprofessionals    $85-$285

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  Adam
Hiller, Esq., Brian Arban, Esq., and Michelle Berkeley-Ayres,
Esq., at Atlantic Law, are the Committee's proposed local counsel.
When the Debtors sought protection from their creditors, they
listed between $100 million and $500 million each in assets and
debts.


HAWAII SUPERFERRY: Panel Wants Atlantic Law as Local Counsel
------------------------------------------------------------
The official committee of unsecured creditors of HSF Holding,
Inc., et al., asks the U.S. Bankruptcy Court for the District of
Delaware for authority to retain Atlantic Law Group, LLC as its
local counsel, nunc pro tunc to July 17, 2009, to replace Draper &
Goldberg, PLLC.  Atlantic Law acquired substantially all of the
assets of Draper & Goldberg, effective July 17, 2009.

As the Committee's local counsel, Atlantic Law will:

  a) advise the Committee with respect to its rights, duties and
     powers in these Chapter 11 cases;

  b) assist and advise the Committee in its consultations with the
     Debtors in connection with the administration of these
     Chapter 11 cases; and

  c) review the nature and validity of liens asserted against
     property of the Debtors and advise the Committee concerning
     the enforceability of such liens.

Adam Hiller, Esq., an associate at Atlantic Law, discloses that
other than his former employment as an associate with Pepper
Hamilton LLP, the Debtor's counsel, the firm and its professionals
do not hold or represent any interest adverse to the Debtor or its
estate, and that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Hiller says that the professionals and para-professionals of
the firm who will have primary responsibility for the engagement
and their hourly rates are:

     Adam Hiller, Esq.                 $275
     Brian Arban, Esq.                 $250
     Michelle Berkeley-Ayres, Esq.     $250
     Kevin Capuzzi                     $200
     Cynthia Vernon                    $150
     Katie Burritt                     $150
     Olivia Lawson                      $45

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  Craig
A. Wolfe, Esq., at Kelley Drye & Warren LLP, is the Committee's
proposed lead counsel.  When the Debtors sought protection from
their creditors, they listed between $100 million and $500 million
each in assets and debts.


HAYES LEMMERZ: Gets Court Approval to Move Ahead With Barnes' Suit
------------------------------------------------------------------
The Hon. Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted Hayes Lemmerz International Inc.'s
bid to move ahead with law firm Barnes & Thornburg LLP's suit over
an allegedly unpaid bill, in which the auto supplier has filed a
negligence counterclaim seeking more than $1 million in damages,
according to Law360.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.

As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HAYES TENNESSEE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hayes Tennessee Venture, LLC
        2410 Dr. F.E. Wright Drive
        Jackson, TN 38305

Bankruptcy Case No.: 09-13098

Chapter 11 Petition Date: July 31, 2009

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

Judge: G. Harvey Boswell

Debtor's Counsel: E. Franklin Childress Jr., Esq.
                  Baker Donelson Bearman & Caldwell, PA
                  165 Madison Avenue, 20th Fl.
                  Memphis, TN 38103
                  Tel: () 577-2147
                  Email: fchildress@bakerdonelson.com

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

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

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

The petition was signed by Thomas M. Ostrom, sole member and
secretary of the Company.


HCA INC: Moody's Assigns 'Ba3' Rating on $750 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD3, 32%) rating to HCA
Inc.'s proposed offering of $750 million of first lien senior
secured notes.  Moody's also affirmed the existing ratings of HCA,
including the B2 Corporate Family and Probability of Default
Ratings.  The outlook for the ratings is stable.

"The current transaction continues the company's efforts to
proactively address the considerable amount of bank debt scheduled
to mature in the 2012 and 2013 time frame," said Dean Diaz, Vice
President -- Senior Credit Officer at Moody's.  As such, the
proposed issuance is not expected to result in any change in the
company's leverage as the proceeds of the notes will be used to
prepay a like amount of first lien bank debt.  Additionally, while
the current offering and the April 2009 issuance of secured notes
is expected to increase interest expense, it is not expected to
materially affect cash flow and interest coverage metrics.

HCA's B2 Corporate Family Rating continues to reflect the
significant leverage of the company resulting from the November
2006 leveraged buyout.  The considerable interest cost associated
with the debt load continues to constrain interest coverage
metrics and limits free cash flow.  The rating also reflects the
anticipation that HCA's scale, market strength and recent focus on
cost containment should aid in weathering the unfavorable trends
in bad debt expense and weak volumes that have been and are
expected to continue to plague the industry as a whole.
Additionally, the company is expected to maintain good liquidity
over the next year.

Moody's rating actions are summarized below.

Ratings assigned:

* $750 million first lien secured notes due 2020, Ba3 (LGD3, 32%)

Ratings affirmed:

* $2,000 million ABL Revolver due 2012, Ba2 (LGD2, 12%)

* $2,000 million Revolving Credit Facility due 2012, Ba3 (LGD3,
  32%)

* $2,750 million Term Loan A due 2012, Ba3 (LGD3, 32%)

* $8,800 million Term Loan B due 2013, to Ba3 (LGD3, 32%)

* $1,250 million Euro Term Loan due 2013, Ba3 (LGD2, 23%)

* $1,500 million first lien secured notes due 2019, Ba3 (LGD3,
  32%)

* $1,000 million Second Lien Notes due 2014, B2 (LGD4, 57%)

* $3,200 million Second Lien Notes due 2016, B2 (LGD4, 57%)

* $1,500 million Second Lien PIK Notes due 2016, B2 (LGD4, 57%)

Senior unsecured notes (various), Caa1 (LGD6, 90%)

* Corporate Family Rating, B2
* Probability of Default Rating, B2
* Speculative Grade Liquidity Rating, SGL-2

Moody's last rating action was on April 14, 2009, when Moody's
assigned a Ba3 rating to HCA's first lien senior secured notes
offering and affirmed the existing ratings of the company.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 163 hospitals and 105
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of June 30, 2009.  For the twelve months ended
June 30, 2009, the company recognized revenue in excess of
$29 billion.


HEADWATERS INC: S&P Downgrades Ratings on Convertible Notes to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on South Jordan, Utah-based Headwaters Inc.'s 2.875% convertible
subordinated notes due 2016 to 'D' from 'CCC', and removed the
rating from CreditWatch.  The rating was originally placed on
CreditWatch with negative implications on July 28, 2009; the
CreditWatch status was revised to developing on July 30.  The
recovery rating remains '5' and is subject to review pending the
successful completion of the company's proposed asset-based
lending facility.

S&P lowered the issue-level rating following Headwaters'
announcement that it has completed an exchange of $19.8 million in
principal of its 2.875% convertible senior subordinated notes due
2016 for 4.8 million shares of its common stock.  The company
offered the exchange at a 25% discount from the par value of the
convertible notes.  "Under S&P's criteria, S&P view 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.
The company announced it has completed its planned convertible
debt exchanges, resulting in a debt reduction of approximately
$35 million.

The corporate credit rating on Headwaters is 'CCC+' and it remains
on CreditWatch with developing implications.

                           Rating List

                         Headwaters Inc.

      Corporate Credit Rating              CCC+/Watch Dev/--

                          Rating Lowered

                                      To             From
                                      --             ----
$91.6 Mil. Conv. Sub Notes Due 2016   D              CCC/Watch Dev
  Recovery Rating                     5                  5


HOWARD GOLDSTEIN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Howard Goldstein, Esq.
               Jody Goldstein
                  fka Jody Lynn Holdeman
               616 Chervil Valley Drive
               Las Vegas, NV 89138

Bankruptcy Case No.: 09-23861

Chapter 11 Petition Date: July 31, 2009

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

Judge: Linda B. Riegle

Debtors' Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Suite 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

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

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

             http://bankrupt.com/misc/nvb09-23861.pdf

The petition was signed by the Joint Debtors.


HRP MYRTLE: Counsel to Get $1 Mil.; Unsec. Creditors Get Nothing
----------------------------------------------------------------
Court documents Paul, Hastings, Janofsky & Walker LLP will get
$953,815 in compensation and $29,190 in expense reimbursement for
its three and a half months of service for Hard Rock Park, while
hundreds of unsecured creditors will go unpaid.

Citing bankruptcy experts, Monique Newton at The Sun News reports
that because no objections were filed to the application by early
July, the money from the bankruptcy estate will flow to Hastings
Janofsky and will be distributed to individual attorneys.

Charleston School of Law professor Michael Dickey said that some
of the Debtor's attorneys were paid more than $700 or $800 per
hour for their services, The Sun News relates.  The report quoted
Mr. Dickey as saying, "The thing about hourly rates is that they
tend to be regional or based on what market that attorney
practices in.  In New York, there are partners that have broken
the $1,000 mark.  For up there, those rates probably are not
atypical."

Andrew Marcus -- Tempus Marketing MB, LLC's chief operating
officer and one of the committee of unsecured creditors' five
members -- said that the committee, comprised of the five
unsecured creditors that were owed the most money, was formed at
the start of the bankruptcy, but dissolved once the Debtor moved
from a reorganization to liquidation bankruptcy, The Sun News
states.  "Generally speaking, the unsecured creditors committee
would've liked to see a reorganizational plan because there was a
recognition that given the large amount of outstanding secured
debt and bond debt as well as the overall economic climate in
which this was happening, there would not be recovery for
unsecured creditors in a liquidation context," the report quoted
Mr. Marcus as saying.

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC, owned and operated Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
Company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193).
Attorneys at Richards, Layton & Finger represented the Debtors as
counsel.  Attorneys at Dorsey & Whitney LLP represented the
Official Committee of Unsecured Creditors.  HRP said in its
bankruptcy petition it had $100 million to $500 million in assets
and debts.  The Chapter 11 case was converted to liquidation
proceedings under Chapter 7 in January 2009.


IMPLANT SCIENCES: Amends 2008 Annual Report to Address SEC Issues
-----------------------------------------------------------------
Implant Sciences Corporation filed with the Securities and
Exchange Commission:

     1. Amendment No. 4 on Form 10-K/A to amend its Annual Report
        on Form 10-K for the fiscal year ended June 30, 2008,
        originally filed on October 14, 2008.  The Company filed
        Amendment No. 4 in response to certain comments made by
        the staff of the SEC.  In response to the comments, the
        Company (i) amended Part II, Item 9A (Controls and
        Procedures) and (ii) filed currently dated certifications
        of its Chief Executive Officer and Chief Financial
        Officer, as required under Sections 302 and 906 of the
        Sarbanes-Oxley Act of 2002.

        See http://ResearchArchives.com/t/s?409d

     2. Amendment No. 5 on Form 10-K/A to amend its Annual Report
        on Form 10-K for the fiscal year ended June 30, 2008,
        originally filed on October 14, 2008.  The Company filed
        the Amendment No. 5 in response to certain comments made
        by the staff of the SEC.  In response to the comments, the
        Company (i) amended Part II, Item 9A (Controls and
        Procedures) and (ii) filed currently dated certifications
        of its Chief Executive Officer and Chief Financial
        Officer.

        See http://ResearchArchives.com/t/s?409c

According to the filings, the Company's management, with the
participation of the Company's Chief Executive Officer and Chief
Financial Officer, failed to complete its assessment of internal
control over financial reporting and was unable to complete the
evaluation as to the effectiveness of the Company's disclosure
controls and procedures as of June 30, 2008.  Based on the
Company's inability to complete its assessment of internal control
over financial reporting and conclude the evaluation of the
Company's disclosure controls and procedures as of June 30, 2008,
the Company's CEO and CFO concluded that, as of such date, the
Company's disclosure controls and procedures were not effective.


Subsequent to June 30, 2008, the Company: (i) dedicated internal
and external staff to document and test internal controls, (ii)
increased the oversight and training of the accounting staff in
internal controls and (iii) commenced the process of drafting
written policies and procedures.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

The Company had $8,296,000 in total assets and $16,112,000 in
total liabilities resulting in $7,816,000 in stockholders' deficit
at March 31, 2009.  The Company had an accumulated deficit of
approximately $70,224,000 and a working capital deficit of
$7,088,000 as of March 31, 2009.

                        Going Concern Doubt

The Company has suffered recurring losses from operations and must
repay in full the balance of its senior secured convertible
promissory note on December 10, 2009.  The promissory note was
recorded at $3,741,000 as of March 31, 2009, and has a liquidation
value of $4,600,000.  The Company said these conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

UHY LLP on October 14, 2008, expressed substantial doubt about
Implant Sciences' ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended June 30, 2008, and 2007.  The auditing firm
pointed to the Company's recurring losses from operations.


INDALEX HOLDINGS: Completes Sale to Sapa Holding
------------------------------------------------
Sapa Holding AB completed its acquisition of Indalex Holdings
Finance Inc. on Monday, August 3, 2009.

As reported by the Troubled Company Reporter on July 31, 2009, the
Department of Justice reached a settlement that would require Sapa
and Indalex to divest a North Carolina aluminum sheathing facility
in order to proceed with Sapa's proposed $150 million acquisition
of Indalex.

The sale includes eleven active plants -- six in the U.S. and five
in Canada -- with two cast houses and 29 presses.

Indalex Holdings 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.


ING CLARION: Fitch Affirms 'CSS2+' Special Servicer Rating
----------------------------------------------------------
Fitch Ratings affirms ING Clarion Capital Loan Services, LLC's
commercial mortgage special servicer rating of 'CSS2+'.  The
rating is based on ING Clarion's highly experienced asset
management team with strong workout backgrounds as well as their
demonstrated ability to specially service nonperforming assets
securing commercial mortgage-backed security transactions.  The
rating also reflects the financial strength and support of parent
company, ING Group.

As of June 30, 2009, ING Clarion was the named special servicer
for 2,373 loans in 19 CMBS transactions totaling $27.2 billion.
The company was actively specially servicing 96 loans and four
real estate owned assets totaling $1.9 billion.  Since inception,
ING Clarion has resolved 54 CMBS loans totaling $753.7 million.


INTERNATIONAL LEASE: Moody's Cuts Preferred Stock Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of International
Lease Finance Corp. (senior unsecured to Baa3 from Baa2, short-
term to Prime-3 from Prime-2) and placed the ratings on review for
further possible downgrade.

The ratings downgrade reflects Moody's view that there is
increased uncertainty regarding ILFC's long-term strategy for
funding its $44 billion portfolio of commercial aircraft, assuming
that the firm's planned divestiture by parent AIG is completed.
ILFC has historically relied on access to the unsecured debt
markets to meet much of its funding need, enabled by its solid
operating performance and also by the implicit and demonstrated
support of AIG.  Unsecured bonds, notes and bank debt comprised
87% ($27.6 billion) of ILFC's total debt at the end of March.

In recent quarters, a combination of factors has severely
constrained ILFC's ability to issue new unsecured debt, including
credit market contractions, the travails of AIG, and the ongoing
efforts by AIG to sell ILFC.  Though a sale of ILFC would
eliminate the last two of these factors, Moody's believes that
ILFC's future access to unsecured debt sources will likely be
significantly diminished, notwithstanding a recovery in the debt
markets and a transfer of company ownership.

"We believe that ILFC, as a large monoline enterprise that relies
upon wholesale funding, is particularly susceptible to capital
market disruption," said Moody's analyst Mark Wasden.  "Though
ILFC's performance during the downturn has been resilient to date,
Moody's view is that higher wholesale funding risks will require
that ILFC transition to financing alternatives that could limit
its financial flexibility when compared to traditional unsecured
sources," added Wasden.

Moody's said that ILFC's stand-alone characteristics are
challenged by its funding risks, and this, in turn, puts pressure
on its franchise position.  Moody's expects that AIG will continue
to provide needed capital support to the firm during the sales
process.  However, absent the support of AIG, ILFC would have a
non-investment grade profile, in Moody's view.  This change from
an earlier view that ILFC had a Baa stand-alone profile is based
primarily on Moody's increased concern regarding ILFC's uncertain
future funding profile.

During its review, Moody's will follow developments as AIG
continues its efforts to divest ILFC.  Moody's will also assess
the implications of a sale for ILFC's operating and funding
strategies and current creditor protections.  Moody's will also
analyze the potential effects on ILFC's earnings and capital
position resulting from stresses on its customer base and asset
values.  The review will include a re-examination of the notching
between ILFC's senior securities and its junior securities, with
the possibility that the notching could widen.  Should a sale of
ILFC not appear to be forthcoming, Moody's will reconsider AIG's
rationale for continuing to support ILFC, with negative
consequences for ILFC's rating if the level of long-term support
is seen as having weakened.

Ratings affected by the action include:

International Lease Finance Corp.:

* Senior Unsecured: to Baa3 from Baa2
* Short-term: to Prime-3 from Prime-2
* Preferred Stock: to Ba2 from Ba1

ILFC E-Capital Trust I:

* Preferred Stock: to Ba2 from Ba1

ILFC E-Capital Trust II:

* Preferred Stock: to Ba2 from Ba1

In its last rating action on March 17, 2009, Moody's lowered
ILFC's long-term rating to Baa2 from Baa1 and assigned a negative
rating outlook.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


JAYAMPATH DHARMASURIYA: Section 341(a) Meeting Set for August 20
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Jayampath P. Dharmasuriya's Chapter 11 case on August 20, 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.

Rancho Palos Verdes, California-based Jayampath P. Dharmasuriya
aka Jay Dhamasuiya Chapter 11 on July 20, 2009 (Bankr. C. D.
Calif. Case No. 09-28606).  William H. Brownstein, Esq.,
represents the Debtor in his restructuring efforts.  In his
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


JAYAMPATH DHARMASURIYA: US Trustee Wants to Convert Case to Ch. 7
-----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the Central District of California to dismiss
or convert Jayampath P. Dharmasuriya's Chapter 11 case to a
Chapter 7 case.

The U.S. Trustee related that the Debtor failed to comply with the
requirements of the Chapter 11 Notices and Guides, Bankruptcy
Court and Local Bankruptcy Rules by failing to provide documents,
financial reports or attend required meetings.

The Court has set a hearing on the motion on Sept. 2, 2009, at
11:00 a.m. at Courtroom 1575, 255 E. Temple Street, Los Angeles,
California.  Objections, if any, are due 14 days prior to the
hearing date.

Rancho Palos Verdes, California-based Jayampath P. Dharmasuriya
aka Jay Dhamasuiya Chapter 11 on July 20, 2009 (Bankr. C. D.
Calif. Case No. 09-28606).  William H. Brownstein, Esq.,
represents the Debtor in his restructuring efforts.  In his
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


JEVIC TRANSPORTATION: Sun Capital Can Remove Workers' Class Action
------------------------------------------------------------------
The Hon. Thomas Hardiman of the U.S. Court of Appeals for the
Third Circuit ruled that the Class Action Fairness Act allows Sun
Capital Partners Inc. to remove a class action filed by laid-off
employees of trucking company Jevic Transportation Inc., which Sun
owns, to federal court even though Jevic is bankrupt, reversing a
decision by a district court, according to Law360.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company
has two units: Jevic Holding Corp. and Creek Road Properties.
Neither of the units have assets nor operations.  The company and
its affiliates filed for Chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg &
Ellers, in Wilmington, Delaware, represent Jevic Transportation.
The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
represent the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors have ceased substantially all of their business and
terminated approximately 90% of their employees.  The Debtors
continue to manage the wind-down process in attempt to deliver all
of the freight that is in their system and to retrieve their
assets.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $50 million and $100 million.
As reported in the Troubled Company Reporter on January 3, 2009,
The Company reported a net loss of $296,469 on $0 revenues for the
month of September 2008.  At September 30, 2008, the Company had
total assets of $28,934,350, total liabilities of $36,188,467, and
stockholders' deficit of $7,254,117.


JOHN MCMILLAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John R. McMillan
        9704 Newport Coast Circle
        Las Vegas, NV 89147

Bankruptcy Case No.: 09-23887

Chapter 11 Petition Date: July 31, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Laurel E. Davis, Esq.
                  Fennemore Craig, P.C.
                  300 S. Fourth Street, #1400
                  Las Vegas, NV 89101
                  Tel: (702) 692-8000
                  Fax: (702) 692-8099
                  Email: ldavis@fclaw.com

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

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

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

           http://bankrupt.com/misc/nvb09-23887.pdf

The petition was signed by Mr. McMillan.


JOSE JUAN DIAZ ORTIZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Jose Juan Diaz Ortiz
                  aka Professional Car Paint
               Julia Milagros De Leon-Perez
               PO Box 1331
               Truillo Alto, PR 00977

Bankruptcy Case No.: 09-06375

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Lyssette A. Morales Vidal, Esq.
                  Lyssete Moraleslaw Office
                  76 Calle Aquamarina Urb Villa Blanca
                  Caguas, PR 00725-1908
                  Tel: (787) 746-2434
                  Email: lamoraleslawoffice@gmail.com

Total Assets: $3,319,305

Total Debts: $1,935,394

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

The petition was signed by the Joint Debtors.


KENNETH GWYNN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Kenneth H. Gwynn
               Jessie C. Gwynn
               1511 Serena Drive
               Myrtle Beach, SC 29579

Bankruptcy Case No.: 09-05652

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtors' Counsel: Michael H. Wells, Esq.
                  Coastal Law, LLC
                  1314 Second Avenue
                  Conway, SC 29526
                  Tel: (843) 488-5000
                  Email: mwells@coastal-law.com

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

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

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

            http://bankrupt.com/misc/scb09-05652.pdf

The petition was signed by the Joint Debtors.


LA JOLLA: U.S. Trustee Sets Meeting of Creditors for August 18
--------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Bamboo Abbott, Inc.'s Chapter 11 case on August 18, 2009, at
3:00 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 402 W. Broadway (use C St. entrance), Suite 630, San
Diego, 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.

Solana Beach, California-based La Jolla Networks, Inc., filed for
Chapter 11 on July 17, 2009 (Bankr.  S.D. Calif. Case No. 09-
10233).  Kit J. Gardner, Esq., at the Law Offices of Kit J.
Gardner represents the Debtor in its restructuring efforts.  In
its petition, the Debtor listed $50,000,001 to $100,000,000 in
assets and $1,000,001 to $10,000,000 in debts.


LANDMARK COMMUNITY: Loudoun Easterner Ceases Publication
--------------------------------------------------------
The Loudoun Easterner has stopped publication.

Loudoun Easterner posted on its Web site: "Effective today,
July 22, 2009, we have suspended publication of the Loudoun
Easterner.  This was a difficult decision.  We appreciate the
years of reader, advertiser and employee loyalty to the
publication."

The Loudoun Easterner is a tabloid newspaper operating out of
Ashburn.  Landmark Community Newspapers operated the paper, which
printed its first issue in 1968.


LAS VEGAS SANDS: Moody's Reviews 'B3' Corp. Rating for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Las Vegas Sands, Corp.'s ratings,
including its B3 Corporate Family Rating, on review for possible
downgrade.  The company's SGL-3 Speculative Grade Liquidity Rating
was affirmed.

The review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.  The review for downgrade also acknowledges
that there is no definitive agreement or plan to sell non-core
assets in Macau at this time.  The sale of non-core assets is one
of the three major components of LVSC's business plan and a
potential significant source of additional near-term liquidity
that, if successful, will allow the company to reduce a portion of
its Macau subsidiary debt.

Moody's review will focus on LVSC's ability to: (1) mitigate the
impact to earnings from further revenue declines; (2) remain in
compliance with financial covenants at its Las Vegas and Macau
subsidiaries; and (3) raise the capital necessary to reduce its
debt to more manageable levels.  Consolidated debt/EBITDA
currently exceeds 11 times and reflects a significant amount of
debt-financed development activity.

Ratings placed under review for possible downgrade (LGD rates
subject to adjustment) are:

Las Vegas Sands, Corp.:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* $250 million 6.375% senior notes due 2015 at B3 (LGD 4, 50%)

Venetian Casino Resort, LLC (and its co-issuer Las Vegas Sands,
LLC):

* $1 billion revolver expiring 2012 at B3 (LGD 4, 50%)
* $3 billion term loan due 2014 at B3 (LGD 4, 50%)
* $600 million delay draw term loan due 2014 at B3 (LGD 4, 50%)
* $400 million delay draw term loan due 2013 at B3 (LGD 4, 50%)

Venetian Macao Limited:

* $700 million revolver expiring 2011 at B3 (LGD 4, 50%)
* $1.8 billion term loan due 2013 at B3 (LGD 4, 50%)
* $100 million term loan due 2011 at B3 (LGD 4, 50%)
* $700 million delay draw term loan due 2012 at B3 (LGD 4, 50%)

The previous rating action occurred on March 25, 2009, when
Moody's commented that LVSC's announcement that it was in
discussions with lenders regarding an amendment did not affect its
ratings.

Las Vegas Sands, Corp., owns and operates gaming and entertainment
facilities in Las Vegas, NV, Bethlehem, PA, and Macao, China.  The
company is also developing a gaming and entertainment complex in
Singapore.  The company generates consolidated annual net revenues
of about $4.3 billion.


LRC BATTERY CREEK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: LRC Battery Creek, LLC
        2138 Rounte 522
        Selinsgrove, PA 17870

Case No.: 09-05663

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Chief Judge John E. Waites

Debtor's Counsel: G. William McCarthy Jr., Esq.
                  1715 Pickens St. (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Email: bmccarthy@mccarthy-lawfirm.com

Total Assets: $16,881,382

Total Debts: $9,299,236

The petition was signed by Gary L. Grossman, the company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Beaufort County Treasurer                             $81,366

Fenton Tile Company LLC                               $26,798

Hagemeyer                                             $24,626

Sailer Stone and Stucco LP                            $22,675

Pool Design Group Inc.                                $17,000

Perfect Square Construction                           $14,802
LLC

Dupriest Construction                                 $14,120
Co Inc

Elevator Lift Systems Inc                             $13,500

Newkirk Environmental Inc                             $11,864

Buist Byars and Taylor LLC                            $9,491

Thompson Landscaping                                  $8,641

Beaufort Jasper Water and                             $6,295
Sewer Authority

Calibogue Enterprises                                 $4,864

SCE and G                                             $4,783

Play Serious Home                                     $4,584
Technology

Palmetto Fence Co Inc                                 $4,395

Carolina Engineering                                  $3,083
Consultants Inc

JD Painting Services                                  $2,750

Gale Contractor Services                              $2,700

Spark Chasers Electrical                              $2,355
Contracting


LYONDELL CHEMICAL: Reaches Stipulation on Palms Action
------------------------------------------------------
In September 2007, Aaron and Tisha Palms filed an action in the
164th Judicial District Court of Harris County, Texas, against
Debtors Lyondell Chemical Company and Houston Refining, LP as co-
defendants, seeking compensation for injuries allegedly sustained
by Mr. Palms at a Houston Refining refinery in February 2007,
while working with his employer, Technical Automation Services.
Technical Automation has agreed to indemnify Houston Refining,
but not Lyondell for costs arising from the Palms Action.

Against this backdrop, the Debtors sought and obtained the
Court's approval of a stipulation it entered into with the
Palmses modifying the automatic stay to permit (i) the parties to
mediate the Palms Action; and (ii) the Palmses to dismiss one of
the Debtors from the Palms Action, and to pursue the Palms Action
90 days after approval of the Stipulation.

The parties further agreed that:

  (1) the automatic stay will remain in full force and effect
      with respect to any effort to enforce or collect any
      liquidated claim from Houston Refining or any other
      Debtor.

  (2) the Palmses will dismiss Lyondell as a co-defendant in the
      Palms Action.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, told the Court that dismissal of Lyondell from the Palms
Action will help the Debtors' estates avoid costs and expenses in
connection with their defense as co-defendant in the Palm Action.
Moreover, he noted that the Court lacks jurisdiction to liquidate
the Palms' personal injury claims.  He also noted that Technical
Automation's agreement to indemnify Houston Refining for defense
costs provides the Debtors' creditors additional protection
against any potential effort by the Palmses to seek recovery from
the Debtors' estates.  Since the Palmses will need to return to
the Bankruptcy Court to recover from the assets of Houston
Refining or any other Debtor, even if a judgment against Houston
Refining is obtained, there will be no risk to the Debtors'
estate assets from allowing the Palms Action to proceed, he
assured the Court.

                      About Lyondell Chemical

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

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

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

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

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

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


LYONDELL CHEMICAL: Sees September 30 Shutdown of Chocolate Bayou
----------------------------------------------------------------
To recall, Lyondell Chemical Co. and its affiliates filed with the
Bankruptcy Court their motion to (i) shut down and demolish their
polymers production facility known as Chocolate Bayou polymers
plant in Brazoria County, Texas; and (ii) reduce the workforce at
the Facility, effective July 31, 2009.  The Debtors note that
since their filing of the Motion to Shut Down, they have re-
evaluated the amount of time necessary to transition customers to
Clinton, Iowa; and Matagorda, Texas sites in a safe and orderly
manner.

By this amended motion, the Debtors seek the Court's authority to
(i) shut down the Facility, and to subsequently demolish the
Facility; and (ii) eliminate 50 jobs at the Facility on or after
September 30, 2009.

Although the Debtors intend to demolish the Facility, they
continue to explore ways to maximize the value of the Facility
for their estates.  If they obtain a viable offer from a third
party for the purchase of the Facility prior to the Court
approval of their Amended Motion, the Debtors may not demolish
the Facility.

Judge Gerber will consider the Debtors' Amended Motion on
August 11, 2009.  Objections are due August 7.

                      About Lyondell Chemical

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

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

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

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

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

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


MAGNACHIP SEMICONDUCTOR: May Now Send Plan to Creditors
-------------------------------------------------------
MagnaChip Semiconductor LLC won approval from the U.S. Bankruptcy
Court for the District of Delaware of the disclosure statement
explaining its proposed Chapter 11 plan of liquidation, Carla Main
at Bloomberg News said.

With the approval of the Disclosure Statement, MagnaChip, which
has sold most of its assets, may now send the Plan to creditors
for voting.  The Plan sets forth the proposed treatment of claims
and interest.

According to the Disclosure Statement, holders of claims and
interests would receive:

                                                        Estimated
    Creditor Class      Treatment of Claims              Recovery
    --------------      -------------------              --------
    First Lien          Payment from most                  70.6%
    Lenders Owed        of the proceeds
    $95 Million         of the sale

    Second
    Lien
    Noteholders         Payment from the $1 million         0.2%
    owed about          allocated to unsec. Creditors
    $500 million        and noteholders

    Unsec. Creditors    Payment from the $1 million         0.1%
    Owed $3.2 million   allocated to unsec. creditors
                        and noteholders.

The 0.1% recovery by unsecured creditors is contingent on their
support of the plan.  Unsecured creditors would get nothing if
they vote to reject the plan.  The official committee of unsecured
creditors previously said that it is rejecting the plan and said
that the Debtor should pursue a plan with better terms.

According to Bloomberg, the Bankruptcy Court scheduled an Aug. 3
hearing to consider terminating MagnaChip's exclusive period to
propose a plan.  If exclusivity is terminated, the Creditors
Committee and other stakeholders could pursue their own plan for
MagnaChip.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.  In its petition, Magnachip
Semiconductor Finance Company listed assets below $50,000 and
debts of more than $1 billion.

In their formal schedules, MagnaChip Semiconductor S.A. disclosed
$951,917,782 in assets against $845,903,186 in debts while
MagnaChip Semiconductor B.V. disclosed assets of $762,465,739
against debts of $1,800,612,084.


MARK DESJEAN: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Mark S. Desjean
                   aka Mark Desjean
                   aka Mark Steven Desjean
               Robbie Lyn Desjean
                   aka Robbie-Lyn Desjean
               P.O. Box 23344
               Hilton Head Island, SC 29925

Bankruptcy Case No.: 09-05673

Chapter 11 Petition Date: July 31, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Chief Judge John E. Waites

Debtors' Counsel: Michael W. Mogil, Esq.
                  303 Professional Building
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  Email: mwmogil@aol.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/scb09-05673.pdf

The petition was signed by the Joint Debtors.


MAX LANG: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Max Lang
        237 Lafayette Street, Apt. 3E
        New York, NY 10012

Bankruptcy Case No.: 09-14810

Chapter 11 Petition Date: July 31, 2009

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

Debtor's Counsel: Eric J. Snyder, Esq.
                  Siller Wilk
                  675 Third Avenue, 9th Floor
                  New York, NY 10017
                  Tel: (212) 421-2233
                  Fax: (212) 752-6380
                  Email: esnyder@sillerwilk.com

Total Assets: $703,479

Total Debts: $2,138,593

A list of the Company's 6 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/nysb09-14810.pdf


The petition was signed by Mr. Lang.


MEADOW INDEMNITY: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: The Meadow Indemnity Company Limited

Chapter 15 Debtor: The Meadow Indemnity Company Limited
                   PO Box 33
                   Maison Trinity
                   St. Peter Port
                   Guernsey GY1 4AT
                   United Kingdom

Chapter 15 Case No.: 09-08706

Chapter 15 Petition Date: July 31, 2009

Court: Middle District of Tennessee

Judge: Keith M Lundin

Chapter 15 Petitioner's Counsel: Barbara Dale Holmes, Esq.
                                 Harwe Howard Hyne Gabbert &
                                 Manner P.C.
                                 315 Deaderick Street, Ste. 1800
                                 Nashville, TN 37238

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

                About the Meadow Indemnity Company

The Meadow Indemnity Company Limited was formed on April 29, 1976
in St. Peter, Port, Guernsey, Channel Islands as an insurance and
reinsurance company.  It was a wholly owned subsidiary of Gould,
Inc. whose headquarters were in Chicago in the state of Illinois,
USA.  Initially, the Company participated only in insuring and
reinsuring its parent's property and casualty activities, but in
1978 it began to participate in external reinsurance risks.

The Company's book of business included Aviation, Casualty,
Financial, Marine, Non-Marine, Multi-Line, Professional Indemnity
and Property accounts.  The majority of these accounts were
underwritten through the London market.

In early 1991, the Company ceased underwriting new reinsurance
business and began the process of settling its outstanding
insurance claims (went into run-off), which is still ongoing
today.

The Meadows Indemnity Company Limited has reached with creditors a
solvent scheme of arrangement with the High Court of Justice of
England and Wales.  Proofs of claim by former brokers and
policyholders are due January 2010.


MERCER INT'L: Posts EUR11.4 Million Net Loss for Q2 2009
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Mercer International Inc. reported a net loss of EUR11.4 million
during the three months ended June 30, 2009, compared to a net
income of EUR4.30 million during the same period last year.

Mercer reported a net loss of EUR60.0 million during the six
months ended June 30, 2009, compared with a net income of
EUR3.9 million during the same period last year.

As at June 30, 2009, the Company had EUR1.10 billion in total
assets and EUR1.02 billion in total liabilities.

As at June 30, 2009, the Company's cash and cash equivalents were
EUR62.1 million, compared to EUR42.5 million at the end of 2008
and it had working capital of EUR80.2 million compared with
EUR154.4 million at the end of 2008.  The Company also had
EUR3.5 million of restricted cash in the debt service reserve
account under the Stendal Loan Facility compared to
EUR13.0 million at December 31, 2008.

The Stendal Loan Facility is provided by a syndicate of 11
financial institutions and the Celgar Loan Facility and Rosenthal
Loan Facility are each provided by one financial institution.
The Company has not to date experienced any reductions in credit
availability with respect to the loan facilities.  However, if any
of the financial institutions were to default on their commitment
to fund, it could be adversely affected.

During the second quarter the Company negotiated the refinancing
of the Rosenthal Loan Facility, which matures in February 2010,
with a new EUR25.0 million replacement revolving facility set to
mature in December 2012 and a four-year amortizing EUR4.4 million
term loan.  Subject to customary conditions, the Company currently
expects to finalize both the New Rosenthal Facility and the
Rosenthal Term Loan in the third quarter.

In July 2009, the Company commenced an exchange offer for any and
all outstanding 8.5% convertible senior subordinated notes which
mature in October 2010.  Under the terms of the Exchange Offer the
Company is offering to exchange each $1,000 principal amount of
the Convertible Notes for (i) 129 shares of common stock; (ii) a
premium of $200 in principal amount of new 3% convertible senior
subordinated notes due 2012; and (iii) accrued and unpaid
interest.  Unless extended, the Exchange Offer will expire on
August 11, 2009.

Approximately $67.3 million was outstanding under the old notes at
March 31, 2009.

Jimmy S.H. Lee, President and Chairman, stated, "While global
economies remain in recession and pulp prices were generally weak,
we saw a stabilizing trend during the latter part of the quarter
as record restocking by Chinese buyers and production downtime
throughout the industry helped reduce global pulp inventories from
peak levels earlier in the year.  The Pulp and Paper Products
Council recently reported that world pulp producer inventories for
bleached softwood kraft pulp have fallen to approximately 26 days.
List prices also improved in most markets in the quarter with the
NBSK price in Europe rising from a low of $580 per ADMT in April
to $630 per ADMT at the end of June.  Additionally, producers have
announced further price increases of about $70 per ADMT for July
and August, bringing the NBSK price in Europe to $700 per ADMT.
Offsetting this upward movement however has been the weakening of
the U.S. dollar which decreased by about 5.4% and 7.8% versus the
Euro and Canadian dollar, respectively, during the quarter."

Mr. Lee continued, "In June the Canadian government announced a
C$1 billion aid program aimed at supporting energy efficiency and
environmental performance capital programs at Canadian pulp and
paper mills.  The amount of funding is to be based upon the
quantity of black liquor produced by a mill in 2009.  Although no
specific rules for the program have been released, we currently
believe that our Celgar mill will be eligible for significant
capital expenditure grants and thus are reviewing the mill's
various energy and environmental initiatives, including the
"green" energy project, with a view to realizing on the
opportunities under the program."

Mr. Lee added, "Earlier this month we commenced an exchange offer
for our outstanding 8.5% convertible notes to improve our capital
structure by reducing our debt and interest expense levels.  In
the quarter we also negotiated the refinancing of the revolving
working capital facility of our Rosenthal mill which matures in
February 2010, with a new EUR25.0 million replacement revolving
facility set to mature in December 2012 and a four-year amortizing
EUR4.4 million term loan. Subject to customary conditions, we
currently expect to finalize both the new loan facility and the
term loan sometime in the third quarter."

Mr. Lee concluded, "We currently believe that maintenance of
inventories at the present lower levels will be key to further
price recovery in the second half of the year and into 2010 and
that additional production downtime by producers will be required
as demand from China levels off."

A full-text copy of the Company's earnings report is available at
no charge at http://ResearchArchives.com/t/s?4091

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is a global
producer of NBSK pulp.  Moody's ratings cover the Restricted
Group, which includes the Celgar and Rosenthal pulp mills but
excludes the Stendal mill.  Annual production capacity of the
Restricted Group is approximately 820,000 ADMTs (air-dried metric
tones) and revenue for the 12 months ended March 31, 2009, was
EUR391 million.

                           *     *     *

As reported by the Troubled Company Reporter on June 26, 2009,
Moody's Investors Service downgraded the credit ratings of the
Restricted Group of Mercer International Inc., while concurrently
placing the ratings on review for possible further downgrade.  The
Corporate Family Rating and Probability of Default Rating were
lowered to Caa1 from B2, the rating on the senior unsecured notes
was lowered to Caa2 from B2 and the Speculative Grade Liquidity
Rating was lowered to SGL-4 from SGL-3.

The TCR said July 16, 2009, Standard & Poor's Ratings Services
lowered its corporate credit rating and issue-level rating on
Mercer International.  S&P lowered the corporate credit rating to
'CC' from 'B-' and lowered the rating on the senior unsecured debt
to 'CC' from 'B-'.  The rating outlook is negative.


MERISANT WORLDWIDE: Court Orders Appointment of Fee Examiner
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At the behest of Merisant Worldwide Inc., Judge Peter J. Walsh of
the U.S. Bankruptcy Court for the District of Delaware directed
the appointment of a fee examiner and established procedures for
paying the professionals who do work for the debtor, Carla Main at
Bloomberg News reported.  According to the report, the order also
permits the examiner to establish procedures for considering fee
applications by the professionals.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MGM MIRAGE: Swings to $212.5 Million Net Loss in Q2 2009
--------------------------------------------------------
MGM MIRAGE reported a net loss of $212.5 million for the three
months ended June 30, 2009, compared to a net income of
$113.1 million in the prior year second quarter.

MGM MIRAGE reported a net loss of $107.3 million for the six
months ended June 30, 2009, compared to a net income of
$231.4 million during the same period a year ago.

The current year result was impacted by non-cash impairment
charges of $188 million, or $0.34 per diluted share net of tax,
primarily related to the Company's investment in a convertible
note.  The Company also recorded losses on the retirement of long-
term debt of $58 million primarily related to the redemption of
senior debentures required to permit the Company's recent secured
note issuances -- an impact of $0.11 per diluted share net of tax.

During the second quarter the Company secured funding for the
completion of CityCenter, issued $1.15 billion of equity through
an offering of common stock, issued $1.5 billion of senior secured
notes, and secured key amendments to its senior credit facility.

"This has been a monumental quarter for us, as the significant
capital market transactions and other corporate finance activities
meaningfully improved our financial position," said Jim Murren,
MGM MIRAGE Chairman and Chief Executive Officer.  "Perhaps as
important, we saw a more stabilized -- though still difficult --
operating environment in the second quarter.  Our operating teams
are focused on continuing to sequentially increase cash flow and
our CityCenter team is driving towards completion and opening of
CityCenter.  We believe CityCenter will invigorate the Las Vegas
market and be a key component of the future growth of MGM MIRAGE."

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

MGM MIRAGE said the $2.65 billion of debt and equity issuances,
completed in the second quarter, significantly improved the
Company's financial position.  Also, in conjunction with the
transactions the Company secured a long-term amendment to its
senior credit facility.  The amendment to the senior credit
facility permanently waived prior non-compliance with financial
covenants and amended the financial covenants to provide for
minimum EBITDA and maximum annual capital expenditure tests,
replacing the previous leverage and interest coverage tests.

A portion of the net proceeds from the issuance of the senior
secured notes and common stock were used to permanently repay
approximately $826 million under the senior credit facility.  The
Company also redeemed all of its 7.25% senior debentures due 2017
for $127 million, and repurchased $885 million of its senior notes
due 2009 through a public tender offer.

At June 30, 2009, the Company had approximately $4.1 billion of
borrowings outstanding under its senior credit facility with
available borrowings of $1.5 billion; total long-term debt was
$12.3 billion, down $1.1 billion from December 31, 2008.  The
Company's cash balance was $411 million at June 30, 2009.

During the second quarter of 2009 the Company made capital
investments of approximately $33 million.  In addition, the
Company funded $294 million for its portion of the remaining
equity contributions to CityCenter which included $224 million in
the form of an irrevocable letter of credit, of which $88 million
remained to be drawn as of June 30, 2009.

"Our ability to access the capital markets in the second quarter
is a testament to our operating strength as well as the incredible
demonstration of support our stakeholders have in our Company, our
properties and our employees," said Mr. D'Arrigo.  "We will
continue to evaluate additional strategies to further enhance our
financial position."

As reported by the Troubled Company Reporter on June 24, 2009, MGM
MIRAGE has concluded that there is no longer substantial doubt
about its ability to continue as a going concern as a result of a
series of transactions it executed in May 2009 to improve its
financial condition.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

On May 19, 2009, as reported by the TCR, MGM MIRAGE completed a
public offering of 164.5 million shares of its common stock at $7
per share, with proceeds of roughly $1.1 billion.  In addition,
the Company launched a private placement of senior secured notes;
$650 million of 10.375% senior secured notes due May 2014 and
$850 million of 11.125% senior secured notes due November 2017.

In conjunction with the transactions, the company entered into
Amendment No. 6 and waiver to its senior credit facility, which
required the Company to: 1) permanently repay $826 million of the
credit facility, and 2) treat the $400 million in aggregate
repayment of the credit facility borrowings made as a condition to
Amendment No. 2 and Amendment No. 5 as a permanent prepayment of
the credit facility borrowings.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MICHAEL SIZEMORE: Voluntary Chapter 11 Case Summary
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Joint Debtors: Michael T. Sizemore
                  dba S & S Investments GP
               Trina S. Sizemore
               P.O. Box 159
               Eads, TN 38028

Bankruptcy Case No.: 09-28290

Chapter 11 Petition Date: August 1, 2009

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

Judge: David S. Kennedy

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

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

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

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

The petition was signed by the Joint Debtors.


MILLENNIUM TRANSIT: Court Transfers Case to Judge James Starzynski
------------------------------------------------------------------
The Honorable Mark B. McFeelley of the U.S. Bankruptcy Court for
the District of New Mexico ordered on July 24, 2009, the transfer
of Millennium Transit Services, LLC's bankruptcy case to the
Honorable James S. Starzynski in the interest of facilitating its
administration.

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The Company filed for Chapter 11 relief on
August 29, 2008 (Bankr. D. N.M. Case No. 08-12848).  David T.
Thuma, Esq., at Jacobvitz, Thuma & Walker, represents the Debtor
as counsel.  George M. Moore, Esq., at Moore, Berkson &
Gandarilla, P.C., represents the official committee of unsecured
creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed between $10 million and $50 million each
in assets and debts.


MORRIS PUBLISHING: Lenders Cut Revolving Loan Commitment to $60MM
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Morris Publishing Group, LLC, as borrower, on July 31, 2009,
entered into Amendment No. 6 and Waiver No. 9 with JPMorgan Chase
Bank, N.A. as Administrative Agent under the parties' Credit
Agreement dated as of December 14, 2005, as amended.

Additional parties to the Waiver include the subsidiary guarantors
of Morris Publishing, Morris Communications, MPG Newspaper
Holding, LLC, the parent of Morris Publishing, Shivers Trading &
Operating Company, the parent of MPG Holding, and Morris
Communications Holding Company, LLC, the parent of Morris
Communications.  The lenders party to the Credit Agreement are
JPMorgan Chase Bank, N.A., The Bank of New York, SunTrust Bank,
Wachovia Bank, N.A., Bank of America, N.A., General Electric
Capital Corporation, Allied Irish Banks, P.L.C., RBS Citizens,
N.A., Comerica Bank, US Bank, National Association, First
Tennessee Bank, National Association, Webster Bank, National
Association, Keybank National Association, Sumitomo Mitsui Banking
Corporation, and Mizuho Corporate Bank, Ltd.

The Credit Agreement includes an event of default if Morris
Publishing defaults in the payment when due of any principal or
interest due on any other indebtedness having an aggregate
principal amount of $5,000,000 or more -- such as Morris
Publishing's $278,478,000 of 7% Senior Subordinated Notes due
2013.  Morris Publishing failed to pay the $9,746,730 interest
payment due February 1, 2009 on the Notes.  Waiver No. 9 waives
any default that arose from the failure to make such interest
payment and any default that may arise from the failure to make
the $9,746,730 interest payment due August 3, 2009, on the Notes
until 5:00 p.m. New York City time on August 14.  However, the
waiver will terminate earlier if Amendment No. 6 to the
Forbearance Agreement is terminated or amended prior to such time
or upon other defaults.

In addition, Waiver No. 9 permanently reduced the Revolving Credit
Commitment to $60,000,000.

Waiver No. 9 also waives until August 14 any event of default that
may have occurred consisting solely of the consolidated cash flow
ratio of Morris Communications and Morris Publishing exceeding the
applicable amount permitted under Section 6.06(a) of the Credit
Agreement.

Also on July 31, Morris Publishing and Morris Publishing Finance
Co., as issuers, and all other subsidiaries of Morris Publishing,
as subsidiary guarantors, entered into Amendment No. 6 to the
Forbearance Agreement dated as of February 26, 2009, with respect
to the indenture relating to the Notes between the issuers, the
subsidiary guarantors and US Bank Trust, N.A. (as successor to
Wachovia Bank, N.A.), as Indenture Trustee, dated as of August 7,
2003.  Morris Publishing failed to pay the $9,746,730 interest
payment due February 1, 2009 on the Notes and anticipated that it
would fail to pay the $9,746,730 interest payment due August 3.

Pursuant to the Forbearance Agreement, the holders, their
investment advisors or managers of over $226,000,000 of
outstanding principal amount of the Notes -- over 80% of the
outstanding Notes -- agreed not to take any action during the
forbearance period as a result of the Payment Defaults to enforce
any of the rights and remedies available to the Holders or the
Indenture Trustee under the Indenture or the Notes, including any
action to accelerate, or join in any request for acceleration of,
the Notes.  The Holders also agreed to request that the Indenture
Trustee not take any such remedial action with respect to the
Payment Defaults, including any action to accelerate the Notes
during the Forbearance Period.

Under the Amendment No. 6, the "Forbearance Period" generally
means the period ending at 5:00 p.m. EDT on August 14, but could
be terminated earlier for various reasons set forth in the
Forbearance Agreement including if the lenders under the Credit
Agreement accelerate the maturity of the obligations under the
Credit Agreement, if Waiver No. 9 is terminated, upon the
occurrence of any other default under the Indenture, or if Morris
Publishing files for bankruptcy protection or breaches its
covenants under the Forbearance Agreement.

The lenders party to the Credit Agreement also agreed to waive
until August 14 the cross default arising from the overdue
interest payments on the senior subordinated notes.

Morris Publishing Group, LLC -- http://www.morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


MPG PARKLAND: Case Summary & 18 Largest Unsecured Creditors
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Debtor: MPG Parkland, LTD
        1803 Briar Creek Blvd.
        Safety Harbor, FL 34695

Bankruptcy Case No.: 09-16990

Chapter 11 Petition Date: August 2, 2009

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

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  Joel S. Treuhaft Law Offices
                  2656 West Lake Road
                  Palm Harbor, FL 34684
                  Tel: (727) 797-7799
                  Fax: (727) 230-9518
                  Email: jstreuhaft@yahoo.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
18 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/flmb09-16990.pdf

The petition was signed by Giorgio Vallar.


NORTH MIAMI: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: North Miami Shopping Center Venture
           dba 127th Street Shopping Center
        1803 Briar Creek Blvd
        Clearwater, FL 33759

Case No.: 09-16991

Chapter 11 Petition Date: August 2, 2009

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

Debtor's Counsel: Joel S Treuhaft, Esq.
                  Joel S. Treuhaft Law Offices
                  2656 West Lake Road
                  Palm Harbor, FL 34684
                  Tel: (727) 797-7799
                  Fax: (727230-9518
                  Email: jstreuhaft@yahoo.com

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

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

The petition was signed by Giorgio Vallar, the company's
treasurer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                      Nature of Claim        Claim Amount
  ------                      ---------------        ------------
Della Porta Ward & Assoc                              $6,294

Fisher & Associates Inc                               $11,999

Florida Power & Light Co       Utilities              $624

Fortin Leavy Skiles Inc                               $4,885

G Batista & Associates                                $5,000

Gateway Building & Design                             $185,574
3091 SE Jay St
Stuart, FL 34997

Gene H Bieber Architect Inc                           $2,500

Gordon B Certain Trust         Ground Rent            $31,250
                               (Quarterly)

Landamerica Live Resp Team                            $500

Lawrence Turner                Quarterly Ground       $15,625
                               Rent

Miami Dade Co Tax Collector    Real Estate Taxes      $362

NAI Miami                                             $250,644
9655 S Dixie Hwy
Ste 200
Miami, FL 33156

National Construction Rental                          $816

Pertnoy Solowsky & Allen PA                           $12,674

Richard Turner                 Ground Rent-           $15,625
                               Quarterly

Ruden McClosky                                        $16,714

Tampa Reprographics & Supply                          $306

Tropical Realty Appraisal Sv                          $6,000

Waste Management-Dade Co       Services               $357

Wingerter Laboratories Inc                            $1,231


OPUS WEST: Asks for Injunction Against Utilities
------------------------------------------------
The Opus West Corp. and its affiliates ask the Bankruptcy Court to
(i) prohibit utility providers from altering, refusing, or
discontinuing service; (ii) deem Utility Providers adequately
assured of future performance; and (iii) establish procedures for
determining adequate assurance of payments.

Section 366(a) of the Bankruptcy Code prevents utility companies
from discontinuing, altering, or refusing service to a debtor
during the first 30 days of a Chapter 11 case.  Upon expiration
of that period, a utility provider cannot terminate its services
if a debtor has furnished "adequate assurance of payment" within
the meaning of Section 366(c)(l)(A).

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, contends that uninterrupted utility services are
essential to the business operations of the Opus West Debtors and
the preservation of their estates and assets.

The Debtors' aggregate average monthly cost for Utility Services
is approximately $128,947, according to Mr. Jessup.  He says that
the Debtors have a long and established payment history with all
of the Utility Providers.

Recognizing the right of the Utility Providers to evaluate the
proposed adequate assurance on a case-by-case basis, the Opus
West Debtors propose to adopt these procedures:

  a. As adequate assurance, the Debtors will deposit within 15
     days after entry of an interim order, in a single separate
     escrow account for the benefit of all Utility Providers, an
     amount equal to the approximate aggregate cost of two weeks
     of Utility Services provided by the Utility Providers,
     based on the average cost of the Utility Services over the
     last 12 months.  The Debtors estimate the total Adequate
     Assurance Deposit will not exceed $64,473.  All of the
     Debtors' Utility Providers will be deemed to have received
     adequate assurance of payment, as that term is used under
     Section 366.

  b. If a Utility Provider is not satisfied with the assurance
     of future payment provided by the Debtors, the Utility
     Provider must serve a written request on the Debtors
     setting forth the locations for which Utility Services are
     provided, the account numbers for the locations, the
     outstanding balance for each account, a summary of the
     Debtors' payment history on each account, and an
     explanation of why the Adequate Assurance Deposit is
     inadequate assurance of payment.  Additionally, the Utility
     Provider may seek further relief from the Court in order to
     receive further adequate assurance.

  c. A Utility Provider may not alter, discontinue, or refuse
     further service to the Debtors until and unless the Utility
     Provider receives authorization from the Court.

  d. If at any time during the postpetition period, the Debtors
     fail to pay a regularly billed utility payment invoiced
     postpetition by any Utility Provider, the Utility Provider
     will provide the Debtors and their bankruptcy counsel
     written notice of the failure outlining the location and
     account number for which the postpetition payment is due as
     well as the amount of the missed payment.  After five
     business days from the date of receipt of the written
     notice by both the Debtors and their bankruptcy counsel,
     the Utility Provider will have the right to receive payment
     in an amount equal to the Adequate Assurance Deposit
     allocated for the Utility Provider.  If, during the Cure
     Period, the Utility Provider is paid by the Debtors an
     amount that cures the missed Postpetition Utility Payment,
     then the Utility Provider will not have the right to draw
     on its Adequate Assurance Deposit with regard to the
     payment.

  e. Any Utility Provider claiming that the Debtors have failed
     to pay a Postpetition Utility Payment will be restrained
     from discontinuing, altering, or refusing service to the
     Debtors on account of unpaid charges for prepetition or
     postpetition services or the Debtors' bankruptcy filing
     until after the Utility Provider receives its Adequate
     Assurance Deposit, and the Debtors fail to make a
     subsequent Postpetition Utility Payment.

  f. At any time, the Debtors may terminate service from any of
     the Utility Providers, the termination being effective
     immediately upon the Debtors' notice to the Utility
     Provider.  At that time, Debtors will no longer be required
     to make any more payments to the Utility Provider for any
     services provided after the termination and any excess will
     be returned.

A list of the Opus West Debtors' Utility Providers and their
adequate assurance amounts is available for free at:

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

Mr. Jessup tells the Court that although the Debtors have made an
extensive and good faith effort to identify all the Utility
Providers, certain Utility Providers may not be on the current
List.  To the extent the Opus West Debtors identify additional
Utility Providers, they will promptly file amendments to the
Utility Provider List.  Following the Debtors' filing and service
of an amendment to the Utility Provider List, the Debtors propose
that the newly identified Utility Providers will have 20 days to
serve an Additional Assurance Request.

                 Southern California Responds

Southern California Edison Company, a utility provider, objected
to the Debtors' request, but subsequently withdrew the objection
because the Debtors confirmed that they have no accounts with
Southern California.

Accordingly, Southern California's counsels, Creel Sussman &
Moore LLP and Russel R. Johnson III PLC, filed a notice of
withdrawal in the Debtors' bankruptcy cases.

                   Court Enters Interim Order

The Court grants the Debtors' request, on an interim basis.  All
Utility Providers are prohibited from discontinuing, altering, or
refusing service to the Debtors on account of any unpaid
prepetition charges, or discriminating against the Debtors as a
result of the Debtors' bankruptcy filing or any outstanding
prepetition invoices.

The Debtors are directed to fund the Adequate Assurance Deposit
no later than August 12, 2009.

A final hearing on the Debtors' request will be held on August 5,
2009, at 3:00 p.m.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Presents Bonus Program for Critical Employees
--------------------------------------------------------
Opus West Corp. and its affiliates ask the Court to approve a
bonus program for certain of their remaining critical employees,
through and including October 31, 2009.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that over the past year, the Debtors have
gradually reduced their employee levels from approximately 400
employees one year ago to 37 employees as of the Petition Date.
He reveals that about 21 of the Debtors' remaining employees are
believed to be critical to the Debtors' operations during the
Chapter 11 cases for at least the next four months.

The Critical Employees consist of 15 employees in the accounting
and information technology department, two employees in the legal
department, two in the sales and finance department, and two
administrative employees.

Mr. Jessup says that the Critical Employees perform a variety of
functions and services necessary for the Debtors to continue to
operate postpetition and to maximize the value of their assets
for the benefit of their creditors.  Among other things, the
Employees:

  (a) collect receivables and other amounts owed to the Debtors,

  (b) process and pay accounts payable and other expenses,

  (c) comply with various financial, accounting and other
      reporting requirements,

  (d) process and prepare various tax returns,

  (e) maintain information networks and desktop support,

  (f) handle various legal matters,

  (g) work with the Debtors' professionals and consultants,

  (h) assist in the sale or other disposition of the Debtors'
      assets, including various due diligence and information
      gathering activities, and

  (i) perform a number of bookkeeping, office and administrative
      services relating to Debtors' businesses and operations.

The Debtors have adopted an Employee Bonus Program that is
designed to retain and incentivize the Critical Employees.  Mr.
Jessup says that the Bonus Program for Non-Insider Critical
Employees is designed primarily as a retention bonus plan, while
the Bonus Program for the Insider Critical Employees is designed
primarily as a performance-based incentive bonus plan.

The Debtors believe that 20 of the 21 Critical Employees are not
"insiders" as the term is defined under Section 101(31) of the
Bankruptcy Code.  Claire Janssen, the Debtors' Chief Financial
Officer, a Critical Employee of the Debtors, may qualify as an
"insider" of the Debtors.

The Debtors estimate that under the Bonus Program, they will pay
approximately $60,000 to $65,000 in retention bonuses each month
to the Non-insider Critical Employees.  With respect to the
performance bonus for the Debtors' Chief Financial Officer, the
CFO may qualify for a monthly performance bonus of up to $7,916.

The maximum cost of the Bonus Program for the four-month period
is approximately $280,000.

Mr. Jessup relates that the amount of the monthly bonus for the
CFO will be determined by John Greer, a representative of the
Debtors' Chief Restructuring Officer, based on an evaluation of
the CFO's work during that month using a performance criteria.
Mr. Greer is not a participant in the Bonus Program and is
otherwise disinterested and able to render a fair and impartial
evaluation of the CFO's monthly performance, Mr. Jessup assures
the Court.  Any performance bonus that is earned by the CFO
during any given month would be earned and payable as of the last
day of that month.

Mr. Jessup asserts that the Bonus Program will help improve
employee morale, which currently is very low in light of the
significant reductions in force over the past year, unpaid
bonuses earned prior to the bankruptcy, the pending termination
of their jobs at the end of the Chapter 11 cases as well as the
added pressure, uncertainty and responsibility resulting from the
filing of the Chapter 11 cases.

Since it is likely that some of the Critical Employees will need
to be retained beyond October 31, 2009, the Debtors also ask the
Court that their request be without prejudice to their right to
seek an extension of the Bonus Program as may be necessary.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPUS WEST: Proposes to Pay Prepetition Employee Wages
-----------------------------------------------------
Opus West Corp. and its affiliates ask the Bankruptcy Court for
authority to reimburse certain prepetition employee business
expenses and pay postpetition severance amounts.

In addition, the Debtors ask the Court to enter an order
directing all banks to honor their prepetition checks or
electronic transfers for the reimbursement of business expenses,
and prohibiting banks from placing any holds on, or attempting to
reverse, any automatic transfers on account of the payment of
business expenses.

Certain Employees may be owed prepetition business expenses,
including business expense reimbursement checks issued by the
Debtors prior to the Petition Date, but which did not clear with
the banks for whatever reason prior to the Petition Date.
Currently, the Debtors believe that two employees are owed
reimbursement for Business Expenses amounting $3,288.  The
Debtors seek the Court's authority to reimburse employees for
Business Expenses incurred prior to the Petition Date in an
amount not to exceed $5,000.

According to Clifton R. Jessup, Jr., Esq., at Greenberg Traurig
LLP, in Dallas, Texas, the Debtors need to pay and reimburse
their current employees and independent contractors because the
employees and contractors allow the Debtors to:

  (a) maintain their real estate development projects;

  (b) continue operations;

  (c) minimize the personal hardship the Employees may suffer if
      prepetition business expenses are not reimbursed as
      expected; and

  (d) maintain morale and ensure that the Debtors have adequate
      staffing.

The Debtors note that they also need the Court's approval of the
payment of severance amounts paid on the July 15, 2009 payroll
amounting to $11,861 for severance due to employees that were
terminated before the Petition Date.

Mr. Jessup contends that the Severance Payments were made in the
ordinary course of their businesses and thus, may not need the
Court's approval.  Nevertheless, out of an abundance of caution,
the Debtors are disclosing that the Severance Payments were made
and are seeking the Court's approval for them.  The Severance
Payments, Mr. Jessup maintains, represent a small amount of money
in comparison to the total size of the Debtors' estates and will
cause no material harm to the Debtors' estates or their
creditors.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C. is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OWENS CORNING: Delaware Unit's 1st Quarter 2009 Summary Report
--------------------------------------------------------------
Mark, W. Mayer, vice president and chief accounting officer of
Owens Corning Delaware, submitted to the Office of the U.S.
Trustee a post-confirmation summary report for the first quarter
ended March 31, 2009.

                   Owens Corning Delaware
                      Case No. 00-3837
                  Post-Confirmation Report
              For Quarter Ended March 31, 2009

Cash, beginning of period                         $15,816,000

Total receipts received by Debtor:
Cash sales                                                 0
Accounts receivable                              963,426,000
Proceeds from litigation                                   0
Sale of Debtor's assets                                    0
Capital infusion under Plan                                0
                                             ---------------
Total cash received                              963,426,000
                                             ---------------
Total cash available                              979,242,000

Less disbursement made by Debtor:
Disbursements made under Plan                      2,440,000
Disbursement made for administrative claims          899,000
Other disbursements                              973,418,000
                                             ---------------
Total disbursements                              976,757,000
                                             ---------------
Cash, at end of period                             $2,485,000
                                             ===============

The Chapter 11 cases of the other Owens Corning affiliates have
been closed, Case Nos. 00-3838 through 00-3854.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The Company has operations in 26 countries.

The Company filed for chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


OWENS CORNING: Judge Fitzgerald Resets Omnibus Hearing to Sept. 22
------------------------------------------------------------------
In light of the G-20 Summit to be held in Pittsburg,
Pennsylvania, on September 24 to 25, 2009, Judge Fitzgerald has
reset the Omnibus Hearing date in Owens Corning's case to
September 22.

Judge Fitzgerald has reset the schedule in view of the travel
restrictions into and out of Pittsburg before and after the
Summit.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The Company has operations in 26 countries.

The Company filed for chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


PACIFIC CAPITAL: $363 Mil. Loss Cues Moody's to Junk Issuer Rating
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pacific
Capital Bancorp (issuer rating to Caa1 from Ba1) and its
subsidiary, Pacific Capital Bank, N.A. (long-term bank deposits to
B1 from Baa3; bank financial strength rating to E+ from D+).
Pacific Capital Bank, N.A.'s short-term ratings were downgraded to
Not Prime from Prime-3.  The long-term ratings remain on review
for possible downgrade.

Moody's said that the multi-notch downgrade reflects its opinion
that given the likely credit costs in Pacific Capital's real
estate lending portfolios and inability to tax effect losses,
there is a risk of the firm becoming undercapitalized without
external capital raising.

The downgrade follows Pacific Capital's announcement of a
$363 million loss for the second quarter of 2009.  This loss was
largely driven by $194 million of loan loss provision, a
$129 million impairment of goodwill, and $26 million of tax
expense resulting from a valuation allowance against the company's
deferred tax asset.  With this charge, the valuation allowance is
equal to the full amount of Pacific Capital's DTA.  This signals
that from a tax perspective, the company may not produce
sufficient income in future periods to utilize its current losses.
As a result, the depletion of the company's capital base will be
greater than initially anticipated because of its inability to
recognize tax benefit from ongoing losses.

Additionally, although the rating agency had expected that credit
provisions would be elevated for several periods, limiting the
company's ability to internally generate capital from its core
regional banking business, the second quarter provision and
resulting net loss was higher than expected.

The second quarter results also demonstrated that noninterest
expenses (excluding nonrecurring items such as the goodwill
impairment and FDIC special assessment) are increasing rapidly,
offsetting the modestly improving revenue.  Moody's believes that
Pacific Capital's tax business, which provides Refund Anticipation
Loans and Refund Transfers, could continue to make positive
contributions to earnings.  However, the regulatory agreement,
along with the large funding requirements of this business, could
lead to changes that will limit the tax business' earnings
contribution and alter the company's earnings mix.

The rating agency said that ratings remain under review pending
the outcome of Pacific Capital's review of its strategic
alternatives, as well as its ability to meet its higher regulatory
capital requirements at the bank level.  As expected, Pacific
Capital Bank, N.A., did not achieve the OCC target for Tier 1
leverage.  The ratio was 5.6% as of June 30, 2009, compared to the
target of 8.5%.  It did meet the Total risk-based capital ratio of
11%.  The bank is also required to achieve ratios of Tier 1
Leverage and Total RBC of 9% and 12%, respectively, by
September 30, 2009.  Moody's believes that meeting September 30
targets will be even more challenging, given the substantial
erosion of equity in the recent quarter and the company's low
stock price.

The last rating action was on June 22, 2009 when Moody's
downgraded the bank's financial strength rating to D+ from C and
long term deposits to Baa3 from A3.  Following the downgrade, the
ratings were placed on review for possible further downgrade.

Pacific Capital Bancorporation, which is headquartered in Santa
Barbara, CA, reported total assets of $7.3 billion as of June 30,
2009.

Downgrades:

Issuer: Pacific Capital Bancorp

  -- Issuer Rating, Downgraded to Caa1 from Ba1

Issuer: Pacific Capital Bank, N.A.

  -- Bank Financial Strength Rating, Downgraded to E+ from D+

  -- Issuer Rating, Downgraded to a range of B2 to NP from a range
     of Baa3 to P-3

  -- OSO Rating, Downgraded to NP from P-3

  -- Deposit Rating, Downgraded to NP from P-3

  -- OSO Senior Unsecured OSO Rating, Downgraded to B2 from Baa3

  -- Senior Unsecured Deposit Rating, Downgraded to B1 from Baa3


PATRIOT HOMES: To Auction Texas and Indiana Properties
------------------------------------------------------
Patriot Homes, Inc., et al., ask the U.S. Bankruptcy Court for the
Northern District of Indiana to approve bid procedures for the
sale of the Debtor's real property commonly known as 1001 W. Loop
340, Waco, Texas 76712 and 104400 County Road 2, Midlebury,
Indiana 46540, including the payment of break-up fees of $25,000
to the stalking horse bidders in the event that the stalking horse
bidders are not the winning bidders for the properties.

Prior to the petition date, the Texas Property and the Indiana
Property had housed the Debtors' manufacturing facilities.

ABDI Family Trust has offered to purchase the Texas Property for
$2,250,000, while BR Properties LLC has offered $1,500,000 for the
Indiana Property.

As proposed, competing bids are due no later than August 21.

Initial overbid for the Texas Property will be at least $2,300,000
while initial overbid for the Indiana Property will be at least
$1,550,000.

If necessary, an auction for the Texas Property will be held on
August 25, 2009, at 10:00 a.m., at Coldwell Banker Commercial, 500
N. Valle Mills Dr., Waco, Texas 76710, while an auction for the
Indiana Property will be held on August 26, 2009, at 1:30 p.m., at
Meridian Title, 405 South Second street, Elkhart, Indiana 46516.

After the conclusion of the respective auctions, the Debtors will
submit the sales order to the Court for approval without further
motion, to save on additional costs.

Additionally, the Debtors request that they be authorized to
"reimplement" the bidding procedures in the event that either of
these proposed sales are not consummated, subject to the prior
consent of both Wells Fargo Business Credit, which holds the
mortgages on the properties, and the official committee of
unsecured creditors.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on September 28, 2008 (Bankr. N.D. Ind. Lead
Case No. 08-33347).  Paul F. Donahue, Esq., Sven T. Nylen, Esq.,
at K&L Gates LLP. serve as counsel.  Rebecca Hoyt Fisher, Esq., at
Laderer & Fischer, represents the official committee of unsecured
creditors as counsel.  In its schedules, Patriot Homes disclosed
total assets of $1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: Wants DIP Termination Date Extended to August 28
---------------------------------------------------------------
Patriot Homes, Inc., et al., ask the U.S. Bankruptcy Court for the
Northern District of Indiana to extend for the seventh consecutive
four-week period its final order, dated October 16, 2008, granting
authority to obtain secured credit, to use cash collateral, and to
use advances from Wells Fargo Bank, National Association, beyond
its current termination date of May 29, 2009, through and
including August 28, 2009.

The Debtors intend to use the funds to pay wages, utilities, and
other necessary expenses of preserving and liquidating the
collateral, in accordance with a budget covering the period of
June 5, 2009, through the termination date.

As of the Petition Date, Debtors are obligated to lender in the
aggregate principal amount of $8,673,652, secured by substantially
all of the assets and properties of the Debtors (other than
Patriot General, Inc., and Patriot Mfg. Limited, Inc.).

As adequate protection for the use of cash collateral and as
security for the post-petition advances, Wells Fargo will have a
superpriority claim and a postpetition prior and paramount
security interest in all of the Debtors' (a) existing and future
personal property, and (b) real property, subject to a "carve-out"
for professional fees.  Other creditors that may claim an interest
in the Debtors' cash collateral will also be granted replacement
liens.

All prepetition collateral will secure all prepetition and
postpetiton debt and obligations of the Debtors to lender, and all
prepetition cash collateral may be applied by lender, at its sole
discretion, to the prepetition or postpetition debts and
obligations of Debtors to it.

A copy of the four-week DIP budget is available for free at:

     http://bankrupt.com/misc/patriothomes.4-weekDIPbudget.pdf

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Paul F. Donahue, Esq., Sven T. Nylen, Esq., at K&L
Gates LLP. serves as counsel.  Rebecca Hoyt Fisher, Esq., at
Laderer & Fischer, represents the official committee of unsecured
creditors as counsel.  In its schedules, Patriot Homes disclosed
total assets of $1,715,900 and total debts of $17,918,377.


PEOPLE AGAINST DRUGS: Thompson & Knight Replaces Strasburger
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted People Against Drugs Affordable Housing Agency permission
to employ Thompson & Knight as special counsel, retroactive to May
15, 2009.  Thompson & Knight replaces Strasburger Price LLP, whose
employment was terminated.  The Court approved the termination of
Strasburger effective May 15.

As special counsel, TK will advise and represent the Debtor with
respect to the IRS audit, provide federal tax advice in connection
with the IRS disputes regarding employment taxes and Form 990, and
provide state non-profit law advice.  TK will also assist in the
implementation of the Debtor's plan of reorganization, as it
relates to tax exempt status and non-profit status.

Thompson & Knight's hourly rates are:

    David Rosenberg, Esq.       $500
    Tyree Collier, Esq.         $425
    Kara Blanco, Esq.           $270

David M. Rosenberg, Esq., a partner at Thompson & Knight, assured
the Court that the firm does not hold any interest materially
adverse to the interest of the Debtor's estate or to any class of
creditors, by reason of any direct or indirect relationship to,
connection with, or interest in the Debtor.

Garland, Texas-based People Against Drugs Affordable Public
Housing Agency -- http://www.peopleagainstdrugs.org/-- is a
nonprofit charitable corporation which was formed in 1991, and
acquired a certificate of authority to do business in Texas in
1992.  The Debtor owns an apartment complex, Country Creek
Apartments, located in Garland, Texas.  Country Creek has 296
apartment units and offers sliding scale rents depending on the
tenant's income.  County Creek Apartments are managed by Pace
Realty Corporation.

Until February 2009, the Company offered transitional housing for
individuals in recovery from addictions, also providing them with
the transportation needed to work, buy medification and foods, and
attend important appointments that would enable them to start
rebuilding their lives.  The funds for these operations were
derived from the profit realized upon the operation of Country
Creek Apartments.

The Company filed for Chapter 11 protection on September 17, 2008
(Bankr. N.D. Tex. Case No. 08-34696).  Christina Walton
Stephenson, Esq., Gerrit M. Pronske, Esq., Rakhee V. Patel,
Esq., and Vickie L. Driver, Esq., at Pronske & Patel, P.C.,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $12,516,289 and total debts of $12,615,708.


PHOENIX WORLDWIDE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Phoenix Worldwide Industries, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $5,500,000
  B. Personal Property            $23,659,697
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,986,111
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $950,255
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,630,568
                                  -----------     -----------
         TOTAL                    $29,159,697     $14,566,935

A copy of the Debtor's SAL is available at:

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

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., develops surveillance technologies for
government and law enforcement agencies.  The Company filed for
Chapter 11 on June 29, 2009 (Bankr. S.D. Fla. Case No. 09-23201).
Jeffrey P. Bast, Esq., at Bast Amron LLP, represents the Debtor in
its restructuring efforts.  According to the Chapter 11 petition,
the Debtor has assets and debts both ranging from $10 million to
$50 million.


PLIANT CORP: Reaches Deal with Apollo on Chapter 11 Plan
--------------------------------------------------------
Pliant Corp. creditors reached an agreement that allows the
bankrupt plastics maker to be taken over by Apollo Management LP,
according to Steven Church of Bloomberg News.

Bloomberg News relates that representatives Apollo, Pliant, and
its lenders announced the deal on July 31 after signing papers in
the courthouse hallway in Wilmington, Delaware.

Under the settlement, bondholders will get $100 million
plus a six-year note for $250 million guaranteed by Pliant's
assets, bondholder attorney Kristopher Hansen told Judge Mary
Walrath.  The deal is backed by Pliant's management.  The Apollo
plan will now be backed by Pliant and the bondholders, a Pliant
attorney said.

As reported by the Troubled Company Reporter on July 14, 2009,
Apollo Management VI, L.P., and Pliant's management have filed
proposed Chapter 11 plants that have been sent to creditors for
voting.

The Apollo Plan provides that:

   -- The First Lien Notes secured claims receive $89 million
      in cash and $236.4 million of new senior secured notes to
      be issued pursuant to the Plan;

   -- The remaining balances of the Debtor's First Lien Notes
      and the Debtors Second Lien Notes will receive, in
      respect of each $1000 of allowed claims, at the Holder's
      option either $87.50 in cash and $87.50 in liquidation
      preference of new preferred stock if such holder elects
      to receive cash and new preferred stock or if such holder
      does not make an election on the ballot, or a pro rata
      share of the Rights allocation if such holder elects to
      receive Rights;

   -- General unsecured claims will be paid $0.175 on the
      dollar in cash;

   -- The Debtors' DIP facility claims and prepetition credit
      facility claims will be paid in full in cash; and

   -- Claims and interests of Pliant's existing equity holders
      will be extinguished.

Pliant's plan provides for (i) payment of $393 million in
first- lien notes with all of the new stock of reorganized Pliant,
(ii) recovery by other creditors, including the holders of $262
million in second-lien notes, with warrants to buy new stock.
Pliant earlier amended its plan to beef up recovery for unsecured
creditors:

                                 Estimated      Estimated
                                 Recovery       Recovery
                                 Under 1st      Under 2nd
     Type of Claim               Amended Plan   Amended Plan
     -------------               ------------   ------------
     Priority Non-Tax            100%           100%
     Other Secured               100%           100%
     Prepetition Credit          100%           100%
      Facility
     First Lien Notes            50.1%          40.5%-58.1
     Unsecured Claims            0.5%           3%-6.3%
     Convenience Class           100%           100%
     Senior Subordinated Notes   0.5%           0%
     Subsidiary Interests        100%           100%

                           About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


POMARE LTD: Can Obtain Up to $1 Million Under Credit Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Pomare Ltd. permission to draw up to $1 million under its DIP
Credit Agreement with North Tustin Partners, Inc., to purchase
inventory necessary to the Debtor's operations.

Pomare discloses that North Tustin's rights as lender under the
DIP Credit Agreement have been assigned to Donald Bum Sik Kang,
the owner of Royal Hawaiian Creations and its new owner, who has
agreed, as DIP lender, to make the requested advance and to limit
the collateral securing such advance to the inventory to be
purchased with the funds.

All other provisions of the final order will remain in full force
and effect.  Under the DIP Credit Agreement with North Tustin,
Pomare is authorized to obtain up to a maximum of $5,000,000 in
loans.

A copy of the final order dated December 8, 2008, is available for
free at http://bankrupt.com/misc/pomare.finaldiporder.pdf

                        About Pomare Ltd.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


POMARE LTD: Can Use Purchase Money Creditors' Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
July 28, 2009, the stipulation of Tori Richard, Ltd., Iolani
Sportswear, Limited, and DBI Hawaii, Ltd. and Pomare, Ltd.,
extending the Debtor's authority to use cash collateral until
October 31, 2009, to pay reasonable and ordinary operating
expenses.

As adequate protection, Tori Richard, et al., designated as the
"Purchase Money Secured Creditors", are granted replacement liens
in the Debtor's post-petition cash on hand, receivables and
inventory, together with other newly acquired assets of the
Debtor, to the extent of any actual diminution in their respective
interests in the prepetition collateral.

The stipulated order will be binding on the Debtor, its estate,
its creditors, and any subsequently appointed Chapter 11 or
Chapter 7 trustee.

                        About Pomare Ltd.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PREGIS CORPORATION: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
of Pregis Corporation and revised the outlook to negative from
stable and the speculative grade liquidity rating to SGL-4 from
SGL-3.  Additional instrument ratings are detailed below.

The downgrade of the Speculative Grade Liquidity Rating and
revision of the outlook to negative reflect the projected
tightness under certain covenants in the company's credit
agreement, the deterioration in the company's credit metrics and
the challenging operating and competitive environment.  Step downs
in the company's financial covenants coupled with poor operating
performance over the last several quarters leave little room for
negative operating variance near term.  Pregis derives
approximately 65% of its revenue from the cyclical protective
packaging market which has experienced an intensifying competitive
environment due to a dramatic decline in volumes and its
fragmented structure.  Moody's anticipates ongoing softness in the
company's markets (primarily in protective packaging).  Despite
the significant cost cutting programs the company has instituted,
Moody's believes it may be challenged to improve metrics to a
level necessary to provide adequate cushion under its financial
covenants in the near term.

The ratings benefit from Pregis' diverse product line, long
standing customer relationships and low concentration of sales.
The company is also geographically diversified with a significant
international presence (primarily Western Europe) and some
exposure to faster growing emerging markets.  The company has
undertaken significant cost cutting actions which are expected to
provide some offset to anticipated continuing softness in the
company's primary end market and the loss of a major customer in
the specialty packaging segment.

Moody's took these ratings:

  -- Corporate Family Rating, affirmed at B3

  -- Probability of Default Rating, affirmed at B3

  -- $50 million senior secured first lien revolver due 2011,
     affirmed at Ba3 (LGD2, 20% from LGD2, 19%)

  -- $87 million senior secured first lien term loan B-1 due 2012,
     affirmed at Ba3 (LGD2, 20% from LGD2, 19%)

  -- EUR68 million senior secured first lien term loan B-2 due
     2012, affirmed at Ba3 (LGD2, 20% from LGD2, 19%)

  -- EUR100 million senior secured second lien notes due 2013,
     affirmed at B3 (LGD4, 55% from LGD 4, 54%)

  -- $150 million senior subordinated notes due 2013, affirmed at
     Caa2 (LGD5, 89% from 85%)

  -- Speculative Grade Liquidity Rating, downgraded to SGL-4 from
     SGL-3

The ratings outlook is changed to negative from stable.

Moody's last rating action on Pregis occurred on July 1, 2008,
when Moody's downgraded the corporate family rating to B3 and
revised the outlook to stable from negative.

Deerfield, Illinois-based Pregis Corporation manufactures, markets
and distributes protective and specialty packaging for industrial,
foodservice and medical applications.  Pregis operates in two
segments including protective packaging and specialty packaging.
The company generated approximately $946 million of revenue in the
last twelve months ended March 31, 2009.


PROTOSTAR LTD: Can Access $2MM of DIP Financing with Credit Suisse
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, ProtoStar Ltd. and its debtor-affiliates to:

   -- obtain $2,000,000 of debtor-in-possession financing from
      lenders led by Canyon Capital Advisors LLC, as
      administrative agent, and Bank of Mellon, as collateral
      agent;

   -- use cash collateral in which the prepetition lenders have an
      interest; and

   -- grant adequate protection to the prepetition lenders' liens,
      grant superpriority expense claims to the agent and the DIP
      lenders.

A final hearing on the DIP and cash collateral motion is set for
August 20, 2009, at 11:30 a.m. before this Court.  Objections, if
any, are due 4:00 p.m. on August 13, 2009.

As of ProtoStar's petition date, the outstanding principal balance
under the Bank of New York Mellon and Canyon Capital Advisors LLC
under the working capital agreement was $10,000,000; and under the
BNYM senior secured notes was $182,363,076.

The Debtors also owe under that certain facility agreement with
Credit Suisse, Singapore Branch, together with Canyon, the
financial institutions party thereto.

The Debtors related that the use of cash collateral alone would
not be insufficient to meet the their immediate postpetition
liquidity needs.

Credit Suisse agreed to extend the DIP financing.

              The Salient Terms of the DIP Financing

Borrowers:              ProtoStar Ltd. and ProtoStar II Ltd.

Guarantors:             ProtoStar Development Ltd., ProtoStar Asia
                        Pte. Ltd. and ProtoStar II Asia Services
                        Ltd.

Administrative Agent:   Credit Suisse, Cayman Islands Branch

Lenders:                Financial Institutions party thereto as
                        lenders

DIP Loan Facility:      $2,000,000 on the interim basis.

Availability:           The DIP loan facility will be available in
                        multiple tranches: (i) $2,000,000 upon
                        entry of the interim order; and (ii) upon
                        entry of the final order with up to
                        two additional delayed draws in amounts
                        and at times consistent with the cash flow
                        budget.

Maturity Date:          The DIP Facility will terminate 30 days
                        after the petition date if the final order
                        has not been entered; consummation of sale
                        of the PSII or the shares of PS II; 90
                        days after the petition date, however, if
                        the borrowers have consummated a sale.

Interest Rates:         one month LIBOR with a floor of 2.5% plus
                        12.5%; Default Rate: 2% in addition to the
                        current rate.

Events of Default:      Usual and Customary

DIP Fees:               All fees payable and expenses reimbursable
                        by the credit parties to the agent.

As additional adequate protection, the Debtors will pay the
prepetition lenders upon the closing of the ProtoStar I sale, the
net asset sale proceeds.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
assets and debts both ranging from $100,000,001 to $500,000,000.
As of December 31, 2008, ProtoStar's consolidated financial
statements, which include non-debtor affiliates, showed total
assets of $463,000,000 against debts of $528,000,000.


PROVIDENT ROYALTIES: Court Okays Sale Protocol; Bids Due August 18
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved bid procedures in connection with a sale of substantially
all of Provident Royalties, LLC, et al's assets, to Sinclair Oil &
Gas Company, the "stalking horse" bidder, subject to higher and
better offers at an auction.  Sinclair Oil holds more than
$150 million in senior secured debt, secured by substantially all
of the Debtors' oil and gas assets.

Pursuant to the purchase and sale agreement, Sinclair has agreed
to credit bid the full amount of its senior debt of $150,000,000,
plus interest and fees.  The agreement also includes:

   -- an agreement by Sinclair Finance Company to not participate
      in the first $7.5 million of distribution to other unsecured
      creditors as to the Sinclair subdebt, and an agreement to
      waive any liens associated with the Sinclair subdebt;

   -- a relinquishment of all rights to any and all cash
      collateral held by the Debtors as of the closing;

   -- payment of a portion of the investment banking fee
      associated with the sale; and

   -- a mutual release of claims.

A decision on the Debtors' motion for the payment to Sinclair of a
termination fee of $500,000 and an overbid fee for out-of pocket
costs and expenses incurred in connection with the agreement will
be made at the August 25, 2009 sale hearing.

Competing bids are due no later than 12:00 noon on August 18,
2009.  Bids must provide for cash consideration to sellers of at
least $1,250,000 over the purchase price.  Sale shall be on an "as
is, where is" basis.

Objections, if any, to the sale motion, are due no later than
August 14, 2009, at 4:00 p.m.

If necessary, an auction will be held on August 24, 2009, at
10:00 a.m. at the offices of Munsch Hardt Kopf & Harr, P.C., 3800
Lincoln Plaza, 500 N. Akard Street, Dallas, Texas 75201.

Interested parties may contact Mike Pokrassa at Raymond James &
Associates, Inc., 277 Park Avenue, 4th Foor, New York, NY 10172,
phone number: (212) 885-1801.

                     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.


QUEST RESOURCE: Amends 2008 Annual Report to Correct Errors
-----------------------------------------------------------
Quest Resource Corp. filed with the Securities and Exchange
Commission Amendment No. 1 on Form 10-K/A to the Annual Report on
Form 10-K, originally filed on June 3, 2009, to correct an error
identified in July 2009 related to the incorrect classification of
realized gains on commodity derivative instruments during the year
ended December 31, 2008.

The error resulted in an understatement of revenue and an
overstatement of the gain from derivative financial instruments by
approximately $14.6 million for the year ended December 31, 2008,
of which $2.4 million, $17.8 million, $15.1 million and
($20.7) million related to the quarters ended March 31, June 30,
September 30, and December 31, 2008, respectively.  The error had
no effect on net income (loss), net income (loss) per share,
stockholders' equity or the Company's Consolidated Balance Sheet,
Consolidated Statement of Cash Flows or Consolidated Statement of
Stockholders' Equity as of and for the year ended December 31,
2008, or any of the interim periods during 2008.

In accordance with the guidance in Staff Accounting Bulletin No.
99, "Materiality," management evaluated the error from a
quantitative and qualitative perspective and concluded it was not
material to any period.

A full-text copy of Amendment No. 1 on Form 10-K/A is available at
no charge at http://ResearchArchives.com/t/s?4093

The Company also filed Amendment No. 1 to amend the Current Report
on Form 8-K filed on July 16 related to the Company's acquisition
of PetroEdge Resources (WV) LLC.  The Form 8-K/A amends the
Original Report to include the financial statements and pro forma
information.

A full-text copy of the PetroEdge Financial Statements is
available at no charge at http://ResearchArchives.com/t/s?4094

A full-text copy of QRCP's Pro Forma Financial Information is
available at no charge at http://ResearchArchives.com/t/s?4095

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


QUEST RESOURCE: Files Sept. 2008 Qtr Report, 2007 Restatement
-------------------------------------------------------------
Quest Resource Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008, which includes:

     -- consolidated interim financial statements as of
        September 30, 2008, and for the three and nine month
        periods ended September 30, 2008, which have not
        previously been issued, and

     -- restated consolidated interim financial statements for the
        three and nine month periods ended September 30, 2007,
        which have not previously been restated in any other
        report for QRCP.

On August 22, 2008, in connection with an inquiry from the
Oklahoma Department of Securities, the boards of directors of
QRCP; Quest Energy GP, LLC -- Quest Energy GP -- the general
partner of Quest Energy Partners, L.P. (NASDAQ: QELP) -- QELP --
which is a publicly traded limited partnership controlled by QRCP;
and Quest Midstream GP, LLC -- Quest Midstream GP -- the general
partner of Quest Midstream Partners, L.P. -- QMLP -- a private
limited partnership controlled by QRCP, held a joint working
session to address certain unauthorized transfers, repayments and
re-transfers of funds to entities controlled by their former chief
executive officer, Jerry D. Cash.

A joint special committee comprised of one member designated by
each of the boards of directors of QRCP, Quest Energy GP, and
Quest Midstream GP was immediately appointed to oversee an
independent internal investigation of the Transfers.  In
connection with this investigation, other errors were identified
in prior year financial statements and management and the board of
directors concluded that QRCP had material weaknesses in its
internal control over financial reporting.  As of December 31,
2008, these material weaknesses continued to exist.

On December 31, 2008, the board of directors of QRCP determined
that the audited consolidated financial statements of QRCP as of
and for the years ended December 31, 2007, 2006, and 2005 and
QRCP's unaudited consolidated financial statements as of and for
the three months ended March 31, 2008, and as of and for the three
and six months ended June 30, 2008, should no longer be relied
upon.  The investigation and determination that the Company's
previously issued financial statements should no longer be relied
upon resulted in its inability to timely file the Quarterly Report
on Form 10-Q for the quarter ended September 30, 2008.

In October 2008, QRCP's audit committee engaged a new independent
registered public accounting firm to audit QRCP's consolidated
financial statements for 2008 and, in January 2009, engaged them
to reaudit QRCP's consolidated financial statements as of
December 31, 2007 and 2006 and for the years ended December 31,
2007, 2006, and 2005.

It was determined that QRCP's previously issued consolidated
financial statements contained errors in a majority of the
financial statement line items for all periods presented.

A full-text copy of the Company's Form 10-Q for the quarter
ended September 30, 2008, is available at no charge at:

               http://ResearchArchives.com/t/s?4092

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.

At December 31, 2008, the Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.


RAINBOWS UNITED: Missed Over $2.3MM in Tax Payments for 2 Yrs.
--------------------------------------------------------------
Hurst Laviana at The Wichita Eagle reports that Rainbows United,
Inc., failed to pay more than $2.3 million in federal withholding
taxes over the past two years.

Rainbows United listed the Internal Revenue Service as one of its
largest creditors, court documents say.  The Wichita Eagle states
that Rainbows United's $5.6 million in debts include:

     -- the unpaid federal taxes,
     -- $2.4 million in outstanding bank loans, and
     -- $800,000 in accounts payable to organizations and
        businesses that do business with the Company.

It appears that Rainbows United stopped paying federal payroll
taxes about two years ago, although it wasn't clear why, The
Wichita Eagle relates, citing Steve Cox, chairman of the Company's
board of directors.  "We'll have a lot more information about how
and why in six months," the report quoted Mr. Cox as saying.

According to The Wichita Eagle, Mr. Cox said that the board was
unaware of any efforts by the IRS to collect the unpaid taxes, but
he couldn't rule out the possibility that such an effort was made.

Mr. Cox said that the "financial irregularities" that forced
Rainbows United bankruptcy involved misleading internal financial
statements rather than embezzled money, The Wichita Eagle reports.
"We have no indication that there were any funds that left
Rainbows," the report quoted him as saying.

According to court documents, the $9.4 million in assets that
Rainbows United listed include:

     -- $5 million early-childhood center that opened in January
        2009;

     -- $1.4 million in vehicles and buses;

     -- $1.6 million in machinery, equipment, and supplies; and

     -- bank accounts containing about $250,000.

Wichita, Kansas-based 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.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.


REFCO INC: Post-Confirmation Quarterly Report for Q2 2009
---------------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation quarterly
report for the period from April 1 to June 30, 2009.

According to Valerie E. DePiro, chief financial officer of Refco
Inc. and Refco Capital Markets, Ltd., cash balance of $81,414,000
at the start of March 2009 decreased to $76,737 at the end of the
reporting period.  The Reorganized Debtors received $78,533,000
in total cash and disbursed $77,756,000 for the second quarter of
2009.

       Unaudited Schedule of Cash Receipts and Disbursements
                         (in thousands)

                     Beginning                                   Ending
Debtor                 Balance  Receipts  Company  Disbursements  Balance
-----                  -------  --------  -------  -------------  -------
Refco Capital Markets  $22,912   $24,324  $50,035      ($73,968)  $24,303
Refco Capital LLC       10,741    54,154  (18,812)         (506)   45,577
Refco F/X Assoc.         6,723        48        -           (53)    6,718
Refco Global Holdings   36,236         7  (36,242)           (1)        -
Refco Group Ltd..            -         -        -             -         -
Refco Regulated              -         -        -             -         -
Refco Inc.                 125         -    5,019        (4,228)      916
Westminster-Refco            -         -        -             -         -
                      -------  --------  -------  -------------  -------
        Totals        $76,737   $78,533       $0      ($77,756)  $77,514

The Reorganized Debtors served as paying agent for certain non-
Debtors and Refco, LLC.  The $24.3 million in receipts for RCM
includes proceeds from the recovery of a cash account held at MF
Global, miscellaneous asset recoveries, and interest income, Ms.
DePiro noted.

According to Ms. DePiro, in June 2009, the Contributing Debtors
made an interim distribution of the RCM Cash Distribution of
$50.0 million.  The June 30, 2009 cash balance also includes the
502(h) Special Reserve of $3.0 million and the Disputed Claim
Reserve of approximately $6.9 million, as well as wind-down
costs.

Cash at June 30, 2009 included $839,000 in outstanding checks
from Interim Distributions to Allowed Claims, Ms. DePiro added.

           Schedule of Cash Distributions to Creditors
                         (In Thousands)

                                      Quarter Ended    Emergence
                                      June 30, 2009     to Date
                                      -------------   ----------
Administrative and Operating Expenses           $937       $1,613

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                               56        1,613
Class 1 - Non Tax Priority Claims                  -            -
Class 2 - Other Secured Claims                     -            -
Class 3 - Secured Lender Claims                    -      703,967
Class 4 - Senior Subordinated Note Claims          -      335,985
Class 5(a) - Contributing Debtors
  General Unsecured Claims                    4,230      141,655
Class 5(b) - Related Claims                        -            -
Class 6 - RCM Intercompany Claims                  -            -
Class 7 - Subordinated Claims                      -            -
Class 8 - Old Equity Interests                     -            -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                                -           90
Class 1 - FXA Non-Tax Priority Claims              -            -
Class 2 - FXA Other Secured Claims                 -            -
Class 3 - FXA Secured Lender Claims                -            -
Class 4 - FXA Sr. Subordinated Note Claims         -            -
Class 5(a) - FXA General Unsecured Claims          -       19,453
Class 5(b) - Related Claims                        -            -
Class 6 - FXA Convenience Claims                   -        4,827
Class 7 - FXA Subordinated Claims                  -            -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                                -            -
Class 1 - RCM Non-Tax Priority Claims              -            -
Class 2 - RCM Other Secured Claims                 -            -
Class 3 - RCM FX/Unsecured Claims             38,882      421,876
Class 4 - RCM Securities Customer Claims      33,652    2,628,541
Class 5 - RCM Leuthold Metals Claims               -       19,364
Class 6 - Related Claims                           -            -
Class 7 - RCM Subordinated Claims                  -            -

From April 1 to June 30, 2009, the Reorganized Debtors paid
$56,000 in total domestic and foreign federal taxes.  Tax claims
and notices were received by the Reorganized Debtors from the IRS
and State taxing authorities in the aggregate amount of
approximately $20 million.  All of the original 47 claims filed
have been expunged or resolved.  Allowed claims total
approximately $1.6 million.

All insurance policies are fully paid for the current period,
including amounts owed for workers' compensation and disability
insurance, Ms. DePiro averred.

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the Second Quarter 2009 is available at no
charge at http://bankrupt.com/misc/Refco2ndQ2009PostCon.pdf

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


RHODE ISLAND HEALTH: S&P Affirms 'BB' Rating on 1998 Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable on Rhode Island Health & Educational Building
Corp.'s series 1998 revenue bonds, issued for Roger Williams
Hospital, due to the hospital's weaker level of liquidity through
the first nine months of fiscal 2009 (interim period).  At the
same time, Standard & Poor's affirmed its 'BB' long-term rating on
the bonds.

The rating reflects Roger Williams' adequate financial position
for the rating, with hospital management reporting close to
breakeven results for both fiscal 2008 and 2007.  Through the
first nine months of fiscal 2009 (interim period ended June 30,
2009), Roger Williams Hospital alone reported an operating loss of
greater-than-budgeted expectations.  However, this outcome would
have been closer to breakeven if one-time costs were excluded.  In
addition, management recently implemented cost-saving initiatives
that should benefit the operating margin by fiscal year-end.

An offsetting credit factor is Roger Williams' light level of
liquidity at only about 31 days' cash on hand through the interim
period.  In addition, Roger Williams is awaiting final approval
from the Office of the Attorney General of Rhode Island on its
potential affiliation with St. Joseph Health Services, also
located in the city of Providence.  A final decision on this
affiliation is expected by the end of calendar 2009.

"The negative outlook reflects concerns related to the
organization's light liquidity through fiscal 2008 and further
decline through the interim period," said Standard & Poor's credit
analyst Jennifer Soule.  "While additional funds were received in
July to help bolster liquidity, the balance remains light," said
Ms. Soule.

If Roger Williams is able to close fiscal 2009 in line with
budgeted expectations, while maintaining liquidity, the outlook
may return to stable.  However, if the organization's overall
financial profile were to decline over the next year, the rating
may be lowered.

Roger Williams Hospital, which does not provide obstetric or
pediatric services, operates a 220-licensed-bed acute-care
hospital in Providence, R.I. ('A').  The hospital is affiliated
with Roger Williams Medical Center, which has subsidiaries that
include a nursing home and a real estate holding corporation.


RHODE ISLAND HEALTH: S&P Cuts Rating on 1999 Bonds to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB' on Rhode Island Health and Educational Building
Corp.'s $19.1 million series 1999 bonds issued for St. Joseph
Health Services.

The lower rating reflects two years of fiscal results (fiscals
2007 and 2008) that fell short of management's budgeted
expectations, with this trend expected to continue through the
close of fiscal 2009.  The outlook remains negative, with various
financial uncertainties tied to the organization's efforts to
combine its two hospitals and affiliate with a local competitor.

The 'BB-' rating further reflects St. Joseph's limited balance
sheet with recent declines in the organization's already minimal
liquidity.  In addition, the competitive Rhode Island service area
is another credit concern.

A lower rating is precluded at this time pending the financial
outcome of the organization's efforts to consolidate its inpatient
services on a single campus and the final outcome of an expected
affiliation with Roger Williams Medical Center.

"The negative outlook reflects concerns that St. Joseph's
operating margins will have fallen short of budgeted expectations,
including fiscal 2009, for the past three fiscal years," said
Standard & Poor's credit analyst Jennifer Soule.  "However, S&P
expects St. Joseph's to meet its projected expectations for fiscal
2009 and begin to realize efficiencies as part of its internal
hospital consolidation, all while maintaining its current levels
of liquidity," said Ms. Soule.

Standard & Poor's also expects that the Roger Williams
affiliation, if given final approval, will provide additional cost
savings and further benefit St. Joseph's financial profile.  If
all of these factors hold true, as articulated by management, the
outlook may return to stable at the current rating.  However, if
St. Joseph's financial profile were to further decline, the rating
may be lowered to the 'B' category.

St. Joseph has no swaps outstanding.


SENTINEL MANAGEMENT: Court Dismisses Suit Against Bank of New York
------------------------------------------------------------------
The Hon. James B. Zagel of the U.S. District Court for the
Northern District of Illinois has dismissed a suit against Bank of
New York Mellon Corp. brought by the liquidation trustee of money
manager Sentinel Management Group Inc., ruling that the trustee
cannot recover for Sentinel customers hundreds of millions that
were allegedly lost as a result of a fraudulent investment scheme,
according to Law360.

                   About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions.  The company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor as counsel.  Quinn,
Emanuel Urquhart Oliver & Hedges, LLP, represents the Official
Committee of Unsecured Creditors as counsel.  DLA Piper US LLP is
the Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee as counsel.

As reported by the Troubled Company Reporter on January 2, 2009,
the Court confirmed on December 15, 2008, the plan of liquidation
of Sentinel, and Mr. Grede is managing the liquidation.  A copy of
the Plan is available for free at:

   http://bankrupt.com/misc/SentinelManagement_4thAmendedPlan.pdf


SIRIUS INTERNATIONAL: Moody's Affirms Preferred Shares at 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has affirmed the A3 insurance financial
strength ratings of Sirius International Insurance Corporation
(WMRe Sirius) and White Mountains Reinsurance Company of America
(WMRe America) and the Baa3 senior debt rating of White Mountains
Re Group, Ltd., following the announcement by White Mountains
Insurance Group Ltd. (WTM) that it will reorganize its reinsurance
operations.  The ratings outlook for these companies is stable.

The rating agency stated that the affirmation of the A3 insurance
financial strength ratings of both WMRe Sirius and WMRe America
reflects each company's position within White Mountains'
reinsurance operations, as well as their stand-alone credit
characteristics.  WMRe Sirius and WMRe America are jointly managed
and operate under the common branded franchise of White Mountains
Re, and as a result of this cohesion, Moody's believes that the
ratings and outlooks on WMRe Sirius and WMRe America should
continue to be aligned.

As part of the planned reorganization, WTM's Bermuda-domiciled
reinsurance operating company, White Mountains Re Bermuda Ltd
(WMRe Bermuda), will cease operations, with in-force business
ceded to WMRe Sirius.  Following the reorganization, WTM's
reinsurance platform will utilize two operating companies -- WMRe
Sirius and WMRe America.  The operations of WMRe Bermuda will
effectively be transferred to WMRe Sirius, which will establish a
branch office in Bermuda to maintain the company's presence in the
Bermuda market.  It is anticipated that approximately $200 million
of capital will be contributed to WMRe Sirius to support the
liabilities it will be assuming from WMRe Bermuda.  Approximately
$400 million of capital will be upstreamed to WTM and WMRe.

According to Moody's, WMRe has reduced both catastrophe risk and
investment risk at the group over the past year, which mitigates
the credit-related impact resulting from the removal of capital
from the reinsurance group.  While gross underwriting leverage and
financial leverage at the reinsurance group will increase
slightly, the reorganization will improve the financial leverage
profile of WTM, the ultimate parent company.  In Moody's opinion,
the reorganization has limited impact on WMRe America, as certain
intra-group quota share arrangements will move from WMRe Bermuda
to WMRe Sirius.  With respect to WMRe Sirius, however, its
catastrophe risk exposure profile will increase somewhat through
the assumption of reinsurance business from WMRe Bermuda, though
this will be off-set to some extent by the related capital
contributions to WMRe Sirius.

WMRe America's rating reflects the company's good profitability,
disciplined reinsurance underwriting practices, high quality
investment portfolio and adequate capital base.  These strengths
are tempered by the inherent volatility of catastrophe risks and
the potential for adverse loss reserve development on legacy
liabilities.

WMRe Sirius' credit strengths include strong capitalization, good
underwriting performance, and no material exposure to US long-tail
liabilities. Off-setting these strengths are the relatively high
exposure to equities compared to reinsurance peers, and
concentration risk in its investment portfolio via its ownership
interest in a White Mountains subsidiary, White Mountains
International S.a.r.l.

These ratings have been affirmed, with a stable outlook:

* White Mountains Re Group, Ltd. -- senior debt at Baa3,
  preference shares at Ba2;

* Sirius International Insurance Corporation -- insurance
  financial strength at A3; and

* White Mountains Reinsurance Company of America -- insurance
  financial strength at A3.

The last rating action on WMRe and WMRe America occurred on
June 19, 2008, when Moody's affirmed the Baa3 senior debt rating
and Ba2 preference share rating of WMRe and the A3 insurance
financial strength rating of WMRe America following the
announcement of a $140 million reserve charge at WMRe America.

The last rating action on WMRe Sirius occurred on June 19, 2006,
when the A3 insurance financial strength rating was affirmed, with
the outlook changed to stable from positive.

White Mountains Re Group, Ltd., domiciled in Bermuda, is wholly-
owned by White Mountains Insurance Group, Ltd., and writes
reinsurance through three operating companies, Sirius
International Insurance Corporation (branded White Mountains Re
Sirius), White Mountains Reinsurance Company of America and White
Mountains Re Bermuda Ltd.  As of June 30, 2009, common
shareholder's equity at White Mountains Re Group Ltd. was
approximately $1.9 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


SPORTSMAN'S WAREHOUSE: Court Confirms 2nd Amended Joint Plan
------------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware confirmed Sportsman's Warehouse Inc.'s second
amended joint plan of reorganization, according to Law360

According to the Troubled Company Reporter on July 3, 2009, under
Sportman's plan, holders of general unsecured claims, totaling
$130 million, will receive their pro rata share of the right to
receive cash flow payment.  Holders are expected to recover 15% of
their claims.  Furthermore, the reorganized Debtors will obtain an
exit facility to:

   -- satisfy the debtor-in-possession facility claims;

   -- support other payments required to be made under the amended
      plan;

   -- pay transaction costs; and

   -- fund working capital and other general corporate purposes of
      the reorganized debtors following their emergence.

On the plan's effective date, the plan sponsor will provide a
$10 million loan to fund the operations of the reorganized
Debtors.  The Plan sponsor loan will be secured by the plan
sponsor lien.  Proceeds of the second lien collateral received in
connection with the sale or other disposition of, or collection
on, such second lien collateral upon the exercise of remedies with
respect thereto, shall be shared pro rata among the holders of
the plan sponsor lien and the critical vendor lien.

After the plan's effective date, the reorganized Debtors will
distribute up to $5 million to certain critical vendors to be
designated by the reorganized Debtors with the plan sponsor's
approval in exchange for:

   i) the critical vendor trade credit on terms reasonably
      satisfactory to the Reorganized Debtors for a period of at
      least two years; and

  ii) trade terms.

The critical vendor trade credit is trade credit on terms
reasonably satisfactory to the Reorganized Debtors, to be provided
by critical vendors to the reorganized Debtors for a period of at
least two years, in an amount not less than $15 million, as set
forth in the trade credit agreements to be entered into prior to
the effective date, which trade credit will be secured by the
critical vendor lien, and may include trade credit extended
subsequent to the effective date, as provided in agreements
reasonably satisfactory to the Reorganized Debtors in the plan.

Proceeds of the second lien collateral received in connection with
the sale or other disposition of, or collection on, such second
lien collateral upon the exercise of remedies with respect
thereto, will be shared Pro Rata among the holders of the plan
sponsor Lien and the critical vendor lien.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3e04

A full-text copy of the Debtors' plan is available for free at
http://ResearchArchives.com/t/s?3e05

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.


TEMECULA VALLEY BANCORP: To File Chapter 7 Petition by August 18
----------------------------------------------------------------
Temecula Valley Bancorp Inc. said in a filing with the Securities
and Exchange Commission that it intends to file a voluntary
petition in the U.S. Bankruptcy Court of the Central District of
California, Riverside Division, seeking relief under Chapter 7 of
Title 11 of the United States Code by August 18, 2009.

The Chapter 7 bankruptcy filing is precipitated the decision of
the California Department of Financial Institutions to close
Company's former subsidiary, Temecula Valley Bank and subsequently
appoint the Federal Deposit Insurance Corporation as receiver.

As a result of the FDIC being appointed receiver of the Bank on
July 17, 2009 and the planned Chapter 7 bankruptcy filing, the
Company has ceased all business activity and operations since the
Bank was the Company's only source of revenue.  Upon filing of the
petition, the court will appoint a bankruptcy trustee who will be
responsible for liquidating the Company.

The planned Chapter 7 bankruptcy filing of Title 11 of the United
States Code would cause an event of default under the terms of the
indentures governing trust preferred securities issued by the
Company's five unconsolidated special purpose business trusts:
Temecula Valley Statutory Trusts II, III, IV, V and VI.  Subject
to certain notice and waiting requirements particular to the
documentation of each Trust, upon the occurrence of this event of
default, the trustee or holders of not less than 25% in principal
of the outstanding debentures of each Trust may declare the entire
principal, premium and any accrued unpaid interest immediately due
and payable.

                       About Temecula Valley

Temecula Valley Bancorp Inc. served as the holding company for
Temecula Valley Bank.

Temecula Valley Bank, Temecula, California, was closed July 17 by
the California Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First-Citizens Bank and Trust Company,
Raleigh, North Carolina, to assume all of the deposits of Temecula
Valley Bank, excluding those from brokers.

As of May 31, 2009, Temecula Valley Bank had total assets of $1.5
billion and total deposits of approximately $1.3 billion.  In
addition to assuming all of the deposits of the failed bank,
First-Citizens Bank and Trust Company agreed to purchase
essentially all of the assets.


TEMECULA VALLEY BANCORP: Philip Guldeman Resigns as CFO
-------------------------------------------------------
Philip E. Guldeman resigned as Chief Financial Officer of Temecula
Valley Bancorp Inc. on July 28, 2009.

Temecula Valley Bancorp Inc. served as the holding company for
Temecula Valley Bank.

Temecula Valley Bank, Temecula, California, was closed July 17 by
the California Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First-Citizens Bank and Trust Company,
Raleigh, North Carolina, to assume all of the deposits of Temecula
Valley Bank, excluding those from brokers.

As of May 31, 2009, Temecula Valley Bank had total assets of $1.5
billion and total deposits of approximately $1.3 billion.  In
addition to assuming all of the deposits of the failed bank,
First-Citizens Bank and Trust Company agreed to purchase
essentially all of the assets.

Temecula Valley Bancorp Inc. said in a filing with the Securities
and Exchange Commission that it intends to file a voluntary
petition in the U.S. Bankruptcy Court of the Central District of
California, Riverside Division, by August 18, 2009, seeking relief
under Chapter 7 of Title 11 of the United States Code.


TERPHANE HOLDING: Moody's Cuts Corporate Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
Terphane Holding Corporation to Caa3 from Caa2.  Moody's also
downgraded the senior secured notes ratings to Ca from Caa2 and
probability of default rating to Ca/LD from Caa2 following the
company's disclosure that it had reached a forbearance agreement
with a majority of its bondholders that effectively extends the
maturity of $83 million senior secured notes by one year.  The
agreement reflects the tenuous nature of the company's financial
condition and is considered a limited default by Moody's
definition as denoted by the Ca/LD probability of default rating.
After approximately three business days Moody's will remove the LD
designation and change the probability of default rating as well
as the senior secured notes ratings to Caa3.  The outlook remains
negative.

The downgrade of the corporate family rating to Caa3 reflects
Terphane's inability to secure long term financing for the recent
bond maturities, an unsustainable capital structure and a lack of
improvement in the company's credit statistics to a level
commensurate with the rating category.  The downgrade also
reflects the company's lack of liquidity and challenging operating
and competitive environment.  The company does not have a
committed revolver and is facing significant debt maturities
within the next twelve months.  Terphane has not met projected
results and faces diverse business challenges.  Moody's also notes
that there is limited transparency from the company into its
operations and projections.

The negative outlook reflects Moody's belief that Terphane will be
challenged to improve credit statistics and secure long term
financing in the current operating, competitive and capital
markets environment.

Moody's took these rating actions for Terphane Holding
Corporation:

  -- $76.5 million senior secured notes, due 2010, downgraded to
     Ca from Caa2 (will be revised to Caa3 LGD 4, 51% after three
     business days)

  -- $6.5 million senior secured notes, due 2010, downgraded to Ca
     from Caa2 (will be revised to Caa3 LGD 4, 51% after three
     business days)

  -- Corporate Family Rating, downgraded to Caa3 from Caa2

  -- Probability of Default, downgraded to Ca/LD from Caa2 (will
     be revised to Caa3 after three business days)

The ratings outlook remains negative.

Moody's last rating action on Terphane occurred on July 29, 2008,
when Moody's downgraded the corporate family rating to Caa2 with a
negative outlook.

Terphane Holding Corporation is a manufacturer of specialty
polyester films with technical support and manufacturing
operations in North America and South America.  Headquartered in
Cabo de Santo Agostinho, Pernambuco, Brazil, Terphane had revenues
of roughly $106 million for the twelve months ended March 31,
2009.


TORREYPINES THERAPEUTICS: Amends Employment Deal with CEO, et al.
-----------------------------------------------------------------
TorreyPines Therapeutics, Inc., reports that on July 27, 2009, as
part of the execution of the Agreement and Plan of Merger with
Raptor Pharmaceuticals Corp., each director of TorreyPines agreed
to resign as a director contingent upon the closing of the Merger.
The effective date of such resignations has not yet been set.

TorreyPines also entered into various employment agreements:

     (A) Ev Graham

On July 27, 2009, TPTX, Inc., entered into a second amended and
restated employment agreement with Chief Executive Officer, Evelyn
Graham.  The second amended and restated employment agreement
amends and restates the employment agreement between TorreyPines,
TPTX and Ms. Graham dated September 1, 2008, as amended
February 3, 2009.  This second amended and restated employment
agreement was entered into in connection with the Merger and will
become effective only upon the closing of the Merger.  Upon
effectiveness, if the Merger closes, this second amended and
restated employment agreement shall replace and supersede all
prior employment agreements between Ms. Graham and TPTX or
TorreyPines.

The second amended and restated agreement, once effective, will
remain effective through February 28, 2010, and may be terminated
by Ms. Graham or TPTX at any time, with or without cause.  Ms.
Graham's second amended and restated employment agreement reflects
her current annual base salary of $350,000. The agreement does not
provide for any annual bonus or vacation.

Pursuant to the terms of Ms. Graham's second amended and restated
employment agreement, in the event that Ms. Graham is terminated
for any reason, Ms. Graham will be entitled to continue to receive
her base salary through February 28, 2010.

In addition, if, following the effective time of Ms. Graham's
second amended and restated employment agreement and prior to
February 28, 2010, TPTX (i) sells to a third party buyer any
equity securities of TPTX and the proceeds from such sale are used
primarily for the development of TPTX's product designated NGX426,
(ii) completes a change of control transaction or (iii) enters
into a partnership, option, or similar arrangement and such sale
or equivalent transaction as described in clauses (i), (ii) or
(iii) above is approved by TPTX and is for aggregate cash
consideration (net of all costs and expenses associated with the
sale) received by TPTX on or before February 28, 2010 of not less
than $10 million, then promptly following the closing of such sale
or equivalent transaction, (A) TPTX shall pay to Ms. Graham an
amount equal to (a) 3.0% of the aggregate cash consideration (net
of all costs and expenses associated with the sale or equivalent
transaction) received by TPTX in the sale or equivalent
transaction multiplied by (b) 41%, and (B) TorreyPines shall pay
to Ms. Graham an amount equal to (x) 2.0% of the aggregate cash
consideration (net of all costs and expenses associated with the
sale or equivalent transaction) received by TPTX in the sale or
equivalent transaction multiplied by (y) 41%.

     (B) Craig Johnson

On July 27, 2009, TPTX entered into a second amended and restated
employment agreement with Chief Financial Officer, Craig Johnson.
The second amended and restated employment agreement amends and
restates the previously disclosed employment agreement between
TorreyPines, TPTX and Mr. Johnson dated November 12, 2008, as
amended February 3, 2009.  The second amended and restated
employment agreement was entered into in connection with the
Merger and will become effective only upon the closing of the
Merger.  Upon effectiveness, if the Merger closes, this second
amended and restated employment agreement shall replace and
supersede all prior employment agreements between Mr. Johnson and
TPTX or TorreyPines.

The second amended and restated agreement, once effective, will
remain effective through February 28, 2010, and may be terminated
by Mr. Johnson or TPTX at any time, with or without cause.  Mr.
Johnson's second amended and restated employment agreement
reflects his current annual base salary of $282,000.  The
agreement does not provide for any annual bonus or vacation.

Pursuant to the terms of Mr. Johnson's second amended and restated
employment agreement, in the event that Mr. Johnson is terminated
for any reason, Mr. Johnson will be entitled to continue to
receive his base salary through February 28, 2010.

In addition, if, following the effective time of Mr. Johnson's
second amended and restated employment agreement and prior to
February 28, 2010, TPTX (i) sells to a third party buyer any
equity securities of TPTX and the proceeds from such sale are used
primarily for the development of TPTX's product designated NGX426,
(ii) completes a change of control transaction or (iii) enters
into a partnership, option, or similar arrangement and such sale
or equivalent transaction as described in clauses (i), (ii) or
(iii) is approved by TPTX and is for aggregate cash consideration
(net of all costs and expenses associated with the sale or
equivalent transaction) received by TPTX on or before February 28,
2010 of not less than $10 million, then promptly following the
closing of such sale or equivalent transaction, (A) TPTX shall pay
to Mr. Johnson an amount equal to (a) 3.0% of the aggregate cash
consideration (net of all costs and expenses associated with the
sale or equivalent transaction) received by TPTX in the sale or
equivalent transaction multiplied by (b) 33%, and (B) TorreyPines
shall pay to Mr. Johnson an amount equal to (x) 2.0% of the
aggregate cash consideration (net of all costs and expenses
associated with the sale or equivalent transaction) received by
TPTX in the sale or equivalent transaction multiplied by (y) 33%.

     (C) Paul Schneider

On July 27, 2009, TPTX entered into a second amended and restated
employment agreement with Vice President and General Counsel, Paul
Schneider. The second amended and restated employment agreement
amends and restates the previously disclosed employment agreement
between TorreyPines, TPTX and Mr. Schneider dated November 12,
2008, as amended February 3, 2009.  The second amended and
restated employment agreement was entered into in connection with
the Merger and will become effective only upon the closing of the
Merger. Upon effectiveness, if the Merger closes, this second
amended and restated employment agreement shall replace and
supersede all prior employment agreements between Mr. Schneider
and TPTX or TorreyPines.

This second amended and restated agreement, once effective, will
remain effective through February 28, 2010 and may be terminated
by Mr. Schneider or TPTX at any time, with or without cause.  Mr.
Schneider's second amended and restated employment agreement
reflects his current annual base salary of $217,700. The agreement
does not provide for any annual bonus or vacation.

Pursuant to the terms of Mr. Schneider's second amended and
restated employment agreement, in the event that Mr. Schneider is
terminated for any reason, Mr. Schneider will be entitled to
continue to receive his base salary through February 28, 2010.

In addition, if, following the effective time of Mr. Schneider's
second amended and restated employment agreement and prior to
February 28, 2010, TPTX (i) sells to a third party buyer any
equity securities of TPTX and the proceeds from such sale are used
primarily for the development of TPTX's product designated NGX426,
(ii) completes a change of control transaction or (iii) enters
into a partnership, option, or similar arrangement and such sale
or equivalent transaction as described in clauses (i), (ii) or
(iii) is approved by TPTX and is for aggregate cash consideration
(net of all costs and expenses associated with the sale or
equivalent transaction) received by TPTX on or before February 28,
2010 of not less than $10 million, then promptly following the
closing of such sale or equivalent transaction, (A) TPTX shall pay
to the Mr. Schneider an amount equal to (a) 3.0% of the aggregate
cash consideration (net of all costs and expenses associated with
the sale or equivalent transaction) received by TPTX in the sale
or equivalent transaction multiplied by (b) 26%, and (B)
TorreyPines shall pay to Mr. Schneider an amount equal to (x) 2.0%
of the aggregate cash consideration (net of all costs and expenses
associated with the sale or equivalent transaction) received by
TPTX in the sale or equivalent transaction multiplied by (y) 26%.

                         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).


TORREYPINES THERAPEUTICS: Cancels Shareholders' Meeting
-------------------------------------------------------
TorreyPines Therapeutics, Inc., cancelled its Special Meeting of
Stockholders, scheduled July 30 at 9:00 a.m., local time.  The
purpose of the meeting was for stockholder to vote upon a proposal
to approve the liquidation and dissolution of TPTX.

Given the entry in an Agreement and Plan of Merger between TPTX
and Raptor Pharmaceuticals Corp., on July 24, 2009, TorreyPines'
Board of Directors unanimously approved canceling the Special
Meeting of Stockholders -- originally scheduled for July 9, which
was then adjourned until July 30 -- to focus on completing the
merger transaction.

As reported by the Troubled Company Reporter on July 30, 2009,
Raptor entered into an Agreement and Plan of Merger and
Reorganization with TorreyPines 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 TCR 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.

In connection with the proposed merger, TorreyPines will file a
registration statement on Form S-4 that contains a joint proxy
statement/prospectus with the SEC.  Investors and security holders
of Raptor and TorreyPines are urged to read the joint proxy
statement/prospectus to be included in a registration statement
filed on Form S-4 (including any amendments or supplements
thereto) regarding the merger when it becomes available because it
will contain important information about Raptor and TorreyPines.
Raptor's and TorreyPines' stockholders will be able to obtain a
copy of the joint proxy statement/prospectus, as well as other
filings containing information about Raptor and TorreyPines,
without charge, at the SEC's Internet Web site.

Copies of the joint proxy statement/prospectus and Raptor's and
TorreyPines' filings with the SEC can also be obtained, without
charge, by directing a request to Raptor Pharmaceuticals Corp., 9
Commercial Blvd., Suite 200, Novato, CA 94949, Attention:
Christopher M. Starr, Ph.D., CEO, Fax No. 415-382-1458 or at the
email address: cstarr@raptorpharma.com, with respect to Raptor,
and by directing a request to TorreyPines Therapeutics, Inc.,
11085 North Torrey Pines Road., Suite 300, La Jolla, CA 92037,
Attention: Investor Relations or at the email address:
cjohnson@tptxinc.com, with respect to TorreyPines.

In addition to the registration statement and related joint proxy
statement/prospectus, each of Raptor and TorreyPines file annual,
quarterly and special reports, proxy statements and other
information with the SEC.

                         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).


TOWER AUTOMOTIVE: PCT Reaches Deal with SPS to Reduce Claims
------------------------------------------------------------
The Tower Automotive Post-Consummation Trust seeks court approval
of a settlement of claims with SPS Technologies Waterford Co.

Under the deal, SPS Technologies' Claim No. 6731 will be reduced
from $105,922 to $3,500, and will be allowed as an administrative
expense claim against Tower Automotive Inc.  The parties also
agreed to release each other from all claims.

The settlement does not affect the terms and conditions of the
settlement agreement between SPS Technologies and Eugene Davis,
trustee of the TAI Unsecured Creditors Liquidating Trust, in the
lawsuit filed by the trustee against the company.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The Company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
Chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  On July 11, 2007, the Court
confirmed the Debtors' Amended Chapter 11 Plan and the Debtors
emerged from Chapter 11 on July 31, 2007.  (Tower Automotive
Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Post Consummation Trust Disbursed $467,000 in Q1
------------------------------------------------------------------
Julie Hertzberg, on behalf of the Tower Automotive Post
Consummation Trust, disclosed in a fee statement that during the
quarter ended March 31, 2009, a total of $467,010, was disbursed
by the liquidating trust in Tower Automotive Inc.'s bankruptcy
case.  No disbursements were made on behalf of its affiliated
debtors.

   Period              Disbursements
   ------              -------------
   January 2009              $35,132
   February 2009               1,643
   March 2009                430,235
                            --------
                            $467,010
                            ========

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
Chapter 11 petitions on February 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  On July 11, 2007, the Court
confirmed the Debtors' Amended Chapter 11 Plan and the Debtors
emerged from Chapter 11 on July 31, 2007.  (Tower Automotive
Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: TAI Mediation with Acemco Fail to Reach Deal
--------------------------------------------------------------
Pursuant to the Bankruptcy Court's order approving mediation
procedures, I. William Cohen, Esq., at Pepper Hamilton LLP, in
Detroit, Michigan, filed in Court a report concerning the
mediation it handled.

Mr. Cohen was selected as mediator by Acemco Inc. and TRW-
Steering & Suspension Systems.  Acemco is a defendant of a
lawsuit prosecuted by Eugene Davis, trustee of the TAI Unsecured
Creditors Liquidating Trust, while TRW-Steering is a defendant of
a case filed by R.J. Tower Corporation and three other companies.

Mr. Cohen disclosed in his report that a mediation had been
conducted in both cases, however, the parties failed to reach a
settlement of the lawsuits.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The Company and 25 of its debtor-affiliates filed voluntary
Chapter 11 petitions on February 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  On July 11, 2007, the Court
confirmed the Debtors' Amended Chapter 11 Plan and the Debtors
emerged from Chapter 11 on July 31, 2007.  (Tower Automotive
Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TRIBUNE CO: Proposes Management Incentive Plan
----------------------------------------------
Tribune Company and its debtor affiliates ask Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
for permission to implement a 2009 Management Incentive Plan that
includes:

  (a) a continuation of the Debtors' self-funding ordinary
      course annual management incentive program opportunity for
      approximately 720 management employees with an aggregate
      payout opportunity of approximately $17,500,000 if Tribune
      Company achieves its "planned" 2009 operating cash flow
      goal, and an aggregate payout of approximately $35,000,000
      if Tribune achieves "stretch" performance equal to
      142% of its "planned" operating cash flow;

  (b) a Transition MIP to incentivize 21 members of the
      Debtors' core management team with an aggregate payout
      opportunities of approximately $3,500,000 at "planned"
      2009 operating cash flow and approximately $7,500,000 at
      "stretch" 2009 operating cash flow, as well as a
      discretionary pool of $500,000 at "planned" performance
      and $1,000,000 at "stretch" performance for up to 50 other
      employees based on management judgment of their
      contributions to the Debtors' restructuring efforts; and

  (c) a Key Operations Bonus with a maximum aggregate
      opportunity of approximately $9,300,000 to incentivize 23
      participants who also participate in the annual MIP
      component of the 2009 Management Incentive Plan but who do
      not participate in the Transition MIP.

The Debtors also seek the Court's authority to make payouts
totaling $3,100,000 in earned 2008 MIP awards to nine of the Top
10 executives -- that include the Chief Operating Officer, Chief
Administrative Officer, Chief Financial Officer, General Counsel,
two Executive Vice Presidents, President of Tribune Broadcasting,
Publisher of the Los Angeles Times, Executive Vice President of
Tribune Publishing, and President of Tribune Interactive, a non-
Debtor executive.  None of the Top 10 Executives have received
any awards despite payment of 2008 MIP awards to all other
participants.

Continuation in 2009 of the ordinary course annual MIP component
of the 2009 MIP for approximately 720 participants is entirely
consistent with the Debtors' historical practice, says Kate J.
Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Wilmington, Delaware.

According to Ms. Stickles, the Transition MIP component of the
2009 MIP also is a reasonable and necessary component.  She
relates that the 21 participants in the Transition MIP hold key
positions with top-level responsibility, and have been identified
by management and the Compensation Committee as principally
responsible for the Debtors' restructuring efforts.  Ms. Stickles
tells the Court that the Transition MIP motivates strong
operating performance by offering incentive opportunities on the
level of 2009 operating cash flow relative to Tribune's 2009
operating plan.

In addition, the Debtors note, the Key Operators Bonus is aimed
to motivate operating leaders to continue to focus on
transformation of their businesses throughout 2009.

Ms. Stickles relates that the Debtors have taken a thoughtful and
conservative approach with the 2009 MIP and the remaining 2008
MIP awards to ensure these proper incentives, to bring the
participants' compensation closer to the market median relative
to their peers, and to avoid the substantial undercompensation
and dilution of incentives that otherwise would occur.

A full-text copy of the 2009 Tribune MIP is available for free
at http://bankrupt.com/misc/Tribune_2009MIP.pdf

         Debtors Seek to File Mercer Report Under Seal

In a separate filing, the Debtors seek the Court's authority to
file under seal a report, dated July 22, 2009, prepared by Mercer
(US) Inc., reviewing and analyzing the MIP.  The Debtors further
ask that any objections to the Incentive Plan Motion that contain
or reflect the confidential information contained in the Mercer
Report be filed under seal.

The Debtors assert that information in the Mercer Report contains
sensitive information relating to the compensation of several
officers and other management-level employees.  The Debtors
further assert that public dissemination of the confidential
information would provide their competitors with a substantial
and unfair competitive advantage to the severe detriment of the
Debtors' estates.  The Debtors further note that the Mercer
Report could provide their competitors with insights into the
commercial operations and strategies of the Debtors with regard
to employee compensation.

The proposed 2009 MIP has been reviewed and approved by the
Compensation Committee of Tribune's Board of Directors.  The 2009
MIP has also been developed and analyzed by Mercer, an
independent compensation consulting firm that concluded that the
various incentive benefit opportunities provided under the 2009
MIP all are within reasonable market ranges and are common forms
of compensation for companies in Chapter 11 cases.

         C. Bigelow & J. Dempsey File Affidavits

In separate affidavits, Chandler Bigelow III, senior vice
president and chief financial officer of Tribune, and John
Dempsey, principal of Mercer, filed with the Court affidavits in
support of the motion.  Mr. Dempsey assures the Court that the
MIP, transition MIP and Key Operations Bonus are within
reasonable market ranges, are reasonable in cost, and are a
common form of compensation both for companies in Tribune's
industry and for companies in Chapter 11.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Wants Plan Filing Deadline Moved to November 30
-----------------------------------------------------------
Tribune Company and its debtor affiliates ask Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware,
to extend their exclusive period to file a plan of reorganization
through November 30, 2009.  The Debtors also ask the Court to
extend their exclusive right to solicit acceptance of that Plan
through March 15, 2010.

The Debtors relate that during the past seven months, they have
made significant progress in administering their cases and
productively utilizing their exclusivity periods.  The Debtors
tell the Court that they have continued to drive their cases
toward resolution, both in matters of case administration and
discussions with their major creditor constituencies.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, points to these significant developments since
April 23, 2009, when the first exclusivity extension order was
entered:

  (a) On March 26, 2009, the Court entered an order establishing
      a general claims bar date of June 12, 2009.  As of
      July 24, 2009, more than 6,000 claims asserting
      approximately $606 billion in the aggregate have been
      filed.  Based on the Debtors' preliminary analysis, the
      filed claims that are likely to be allowed may not vary
      substantially from their scheduled aggregate liabilities
      of approximately $13.7 billion.

  (b) The Debtors are party to approximately 45,000 executory
      contracts and unexpired leases.  The Debtors have obtained
      Court approval to assume executory contracts to support
      their operations, and their review and analysis continues.

      The Debtors were granted an extension through July 6,
      2009, to assume or reject their remaining unexpired real
      estate leases.  Through March 23, 2009, the Debtors
      were granted orders pursuant to three omnibus motions
      to reject more than 70 leases for an annual cost savings
      of approximately $6,100,000.  On June 25, 2009, the
      Debtors were authorized to assume 224 unexpired
      non-residential leases and pay cure amounts up to
      approximately $377,000 and, after resolving objections,
      the Debtors were granted their fourth omnibus rejection
      order regarding 30 additional leases for annual cost
      savings of approximately $9,900,000, before offset for
      any replacement space.

  (c) The Debtors have continued to pursue a potential
      transaction involving the Chicago Cubs, a Major League
      Baseball franchise that is owned and operated by one of
      Tribune's non-Debtor affiliates, Chicago National League
      Ball Club, LLC and Cubs LLC's subsidiaries and related
      interests.  If successfully concluded, that transaction
      will allow the majority of the value of the Chicago Cubs
      -- one of the most valuable single assets of Tribune and
      its affiliates -- to be monetized, generating substantial
      cash proceeds, and having a material impact on the
      structure of any Plan.

  (d) The Debtors have conducted extensive operational,
      financial and legal analyses necessary to the formulation
      of a confirmable Plan.  The Debtors have had extensive
      discussions with both the Official Committee of Unsecured
      Creditors and their senior lender steering committee
      concerning the framework for a consensual Plan and believe
      that progress have been made.  The Debtors have worked
      continuously over the last several months to provide the
      Committee with requested information in order to allow it
      to complete its due diligence of the Debtors and their
      principal prepetition transactions.

  (e) The Debtors strive to maintain a cooperative and
      responsive relationship with their creditor
      constituencies, including the Creditors' Committee and the
      Steering Committee.  The Debtors and their professionals
      have provided to the Creditors' Committee and the Steering
      Committee massive amounts of data and analyses involving
      sizing the Debtors' current and potential liabilities,
      including pension liabilities, tax liabilities and
      intercompany claims.  The Debtors attempt to inform and
      obtain feedback from the Creditors' Committee and the
      Steering Committee on all matters of significance in their
      cases, through their legal and financial advisors,
      maintain regular communications, including frequent
      meetings and telephone conferences.

Mr. Conlan maintains that the Debtors have devoted substantial
time and resources to the development of a long-term business
plan necessary for the formulation of a Plan.

"If this Court were to deny the Debtors' request for a further
extension of the Exclusive Periods, any party in interest would
be free to propose a plan of reorganization for each of the 111
Debtors," Mr. Conlan says.  He adds that terminating exclusivity
at this critical juncture would not advance the rehabilitative
objectives of the Chapter 11 process.

Judge Carey will convene a hearing on the request on August 11,
2009.  By application of Rule 9006-2 of the Local Rules of
Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the Debtors'
Action Removal Period is automatically extended until the
conclusion of that hearing.  Objections are due August 4.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Alvarez & Marsal Bills $3MM for March-May Work
----------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co. and its affiliates' bankruptcy
cases filed interim fee applications:

A. Debtors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Alvarez & Marsal North   03/01/09-
America, LLC             05/31/09      $3,064,212      $26,710

Alvarez & Marsal North   05/01/09-
America, LLC             05/31/09         701,658        6,207

Sidley Austin LLP        05/01/09-
                         05/31/09       1,201,675       44,700

Jenner & Block LLP       05/01/09-
                         05/31/09          93,036        5,705

Jenner & Block LLP       03/01/09-
                         05/31/09         448,140       11,721

Mercer (US) Inc.         03/01/09-
                         05/31/09         266,908       10,532

Mercer (US) Inc.         01/12/09-
                         02/28/09         116,170          139

Mercer (US) Inc.         04/01/09-
                         04/30/09         106,803        7,031

Mercer (US) Inc.         03/01/09-
                         03/31/09         102,335          288

Mercer (US) Inc.         02/01/09-
                         02/28/09          83,855            0

Mercer (US) Inc.         05/01/09-
                         05/31/09          57,769        3,212

Mercer (US) Inc.         01/12/09-
                         01/31/09          32,315          139

Cole, Schotz, Meisel,    03/01/09-
Forman & Leonard, P.A.   05/31/09         256,560       17,090

Cole, Schotz, Meisel,    05/01/09-
Forman & Leonard, P.A.   05/31/09          77,805        3,025

Paul, Hastings,          05/01/09-
Janofsky & Walker LLP    05/31/09         204,721          883

Lazard Freres & Co. LLC  04/01/09-
                         04/30/09         200,000        7,119

PricewaterhouseCoopers   04/01/09-
LLP                      04/30/09         144,183           53

Paul, Hastings,          04/01/09-
Janofsky & Walker LLP    04/30/09         122,648           88

PricewaterhouseCoopers   05/01/09-
LLP                      05/31/09         118,617          310

Stuart Maue              05/01/09-
                         05/31/09          69,957            -

Stuart Maue              03/01/09-
                         04/30/09          62,237            -

Jones Day                03/01/09-
                         05/31/09          41,280           91

Jones Day                04/01/09-
                         05/31/09          34,217           74

Reed Smith LLP           03/01/09-
                         05/31/09          24,944        1,254

Reed Smith LLP           05/01/09-
                         05/31/09           5,710          283

Jones Day                12/08/08-
                         02/28/09          23,822          442

Daniel J. Edelman        03/09/09-
                         05/31/09           7,068          125

Daniel J. Edelman Inc.   05/01/09-
                         05/31/09             875            0

Sidley Austin, Paul Hastings, Cole Schotz, Reed Smith, Jones Day,
and Jenner & Block are counsel to the Debtors for separate
matters.  PwC serves as the Debtors' tax advisors and independent
auditors.  Alvarez & Marsal is the Debtors' restructuring
advisor.  Lazard Freres is the Debtors' investment banker and
financial advisor.  Daniel J. Edelman is the Debtors' corporate
communications and investor relations consultant.  Stuart Maue
serves as the Debtors' fee examiner.  Mercer is the Debtors'
compensation consultant.

The Debtors said they received no objections as to these
professionals' monthly fee applications:

Professional                                      Period
------------                                      ------
PricewaterhouseCoopers LLP                    03/01/09-03/31/09
Sidley Austin LLP                             04/01/09-04/30/09
Cole, Schotz, Meisel, Forman & Leonard, P.A.  04/01/09-04/30/09
Jenner Block LLP                              04/01/09-04/30/09
Daniel J. Edelman, Inc.                       04/01/09-04/30/09
Reed Smith LLP                                04/01/09-04/30/09
Alvarez & Marsal North America, LLC           04/01/09-04/30/09
Jones Day                                     12/08/09-03/31/09

B. Official Committee of Unsecured Creditors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Chadbourne & Parke LLP    03/01/09-
                          05/31/09    $1,761,577      $51,679

Chadbourne & Parke LLP    05/01/09-
                          05/31/09       582,143       31,011

AlixPartners, LLP         03/01/09-
                          05/31/09     1,582,226       24,608


AlixPartners, LLP         05/01/09-
                          05/31/09       533,933        8,547

Moelis & Company LLC      05/01/09-
                          05/31/09       200,000        1,874

Landis Rath & Cobb LLP    03/01/09-
                          05/31/09       151,213        9,480

Landis Rath & Cobb        05/01/09-
LLP                       05/31/09        46,008        2,305

AlixPartners is the Committee's financial advisor.  Landis Rath
and Chadbourne & Parke are the Committee's co-counsel.  Moelis &
Company serves as the Committee's investment banker.

The Creditors' Committee said it received no objections to the
fee applications submitted by Moelis & Company LLC for the period
from April 1, 2009 to April 30, 2009.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Expands Scope of PwC Work as Tax Advisors
-----------------------------------------------------
William T. England, a partner of PricewaterhouseCoopers LLP,
discloses that Tribune Co. and its affiliates have expanded the
scope of PwC's services associated with the 2008 consolidator
audit services and have agreed to additional estimated fees to
complete the 2008 financial statement audits.

The Debtors and PwC also expanded the scope of services for PwC
to perform the integrated audit of the consolidated financial
statements of the Debtors at December 27, 2009, and for the year
then ending of the Debtors' internal control over financial
reporting as of December 27, 2009.

As reported by the Troubled Company Reporter on March 19, 2009,
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has authorized Tribune Company and its debtor-affiliates
to employ PricewaterhouseCoopers LLP as compensation and tax
advisors and independent auditors nunc pro tunc to the Petition
Date.  The Debtors entered into an engagement agreement with PwC,
which agreement outlines the firm's responsibilities and
compensation.

PwC acted as the Debtors' outside advisors and independent auditor
for many years, gaining considerable experience with their current
corporate, financial and internal structures.

Under the terms of the original engagement, PwC agreed to five
categories of services as tax advisors:

  (1) General Compensation Advisory Services, including:

         -- advising on the design of annual and long-term
            incentive programs;

         -- preparing cost estimates for implementing any
            arrangements;

         -- advising on participant target levels for the
            incentive programs; and

         -- advising on severance and retention programs;

  (b) Integrated Auditing Services at December 28, 2008 and for
      the year then ending;

  (c) a review on Tribune Company's unaudited consolidated
      quarterly financial information;

  (d) General Tax Consulting Services, including:

         -- advising on tax issues resulting from the Debtors'
            Chapter 11 cases;

         -- advising on tax planning or reporting matters; and

         -- preparing or reviewing original and amended returns
            for all taxes including federal, state and local
            income taxes, gross receipts, license, sales and use
            taxes and property taxes;

  (e) Claims Response and Settlement Services including:

         -- assisting in managing, responding to and verifying
            the accuracy of claims submitted for federal income
            taxes, state and local net income taxes, franchise,
            sales use, property and business license or gross
            receipts taxes as a result of the Debtors'
            Chapter 11 cases;

         -- assist in negotiating settlements with taxing
            authorities with respect to claims submitted due to
            the Debtors' Chapter 11 cases, as well as tax
            assessments for which the Debtors requests
            assistance during the pendency of their cases; and

  (f) additional compensation, tax and accounting consulting, as
      requested by the Debtors.

The Engagement Letter provides that:

  (a) PwC will not be entitled to indemnification, contribution,
      or reimbursement for services other than the services
      provided in the Engagement Letter, unless the services and
      the indemnification, contribution, or reimbursement is
      approved by the Court;

  (b) the Debtors will have no obligation to indemnify any
      person or provide contribution or reimbursement for any
      claim or expense to the extent that it is (i) judicially
      determined to have arisen from gross negligence or willful
      misconduct; (ii) for a contractual dispute in which the
      Debtors allege that breach of PricewaterhouseCoopers'
      contractual obligations unless the Court determines that
      indemnification, contribution, or reimbursement would be
      permissible; and

  (c) if before the confirmation of Chapter 11 plan or the
      closing of the Chapter 11 cases, PricewaterhouseCooper
      believes it is entitled to the payment by the Debtors on
      account of indemnification, contribution, or reimbursement
      obligations, the Debtors may not pay any amount without
      the Court's order.

The Debtors propose to pay PricewaterhouseCoopers based on the
firm's hourly rates:

            Partner                    $625-$760
            Managing Director          $600-$625
            Director                   $450-$500
            Manager                    $280-$320
            Senior Associate           $200-$240
            Associate                  $155-$180
            Professional Assistant     $145

The Debtors relate that the estimated fees in connection with the
PwC's auditing services are approximately $1,815,000, not
including out-of-pocket expenses.  Prior to the Petition Date,
the Debtors provided PwC with a retainer of $50,000 for services
rendered and reimbursement of expenses.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Nielsen Media Withdraws $3.4-mil. Claims
----------------------------------------------------
In separate Court filings, Nielsen Media Research, Inc., n/k/a
The Nielsen Company (US), LLC, notifies the Court of its intent
to withdraw its claims against the Debtors totaling $3,473,054.

    Claim No.   Debtor                           Claim Amount
    ---------   ------                           ------------
    5599        Tribune Broadcasting              $2,605,101
    5598        WGN Continental                      725,241
    5600        Tribune Entertainment                138,236
    5601        Chicagoland Television News            4,476

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TRUMP ENTERTAINMENT: To Be Bought for $100MM by Donald Trump, BNAC
------------------------------------------------------------------
MarketWatch's By V. Phani Kumar says Trump Entertainment Resorts
said late Monday that Donald Trump and BNAC, an affiliate of Beal
Bank Nevada, will invest $100 million cash to buy the reorganized
company.  The report says Beal Bank and Beal Bank Nevada will
separately restructure about $486 million of the Debtors' debt.
The plan has to be approved by a bankruptcy court.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TVI CORP: U.S. Trustee Refuses to Appoint Equity Committee
----------------------------------------------------------
The U.S. Trustee for Region 4 denied a request from certain
holders of TVI Corporation and its debtor-affiliates' common stock
to appoint an official shareholders committee to serve in the
Chapter 11 cases.

A full-text copy of the letter from the U.S. Trustee is available
for free at http://ResearchArchives.com/t/s?4096

The Debtors entered into an amendment to their debtor-in-
possession credit agreement with Branch Banking and Trust.  The
amendment extends the milestones to be achieved by the Debtors.
The amendment stated that the Debtors would:

   a) deliver to the Lender a draft disclosure statement and plan
      of reorganization on or before July 31, 2009; and

   b) file a disclosure statement and a plan of reorganization
      with the Bankruptcy Court, which disclosure statement and
      plan will be acceptable to the Lender in all respects in its
      sole and absolute discretion, on or before Aug. 14, 2009.

                       About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Debtors tapped Buccino &
Associates, Inc., as their financial advisors and consultants.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


TXCO RESOURCES: Nasdaq Disqualifies and Delists Common Stock
------------------------------------------------------------
The Nasdaq Stock Market, LLC, removed from the listing the common
stock of TXCO Resources Inc. on July 13, 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 5100, 5110(b) and IM-5100-1.
The Company was notified of the Staffs determination on May 18,
2009.  The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on May 28, 2009.

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


VALMONT INDUSTRIES: S&P Raises Corporate Credit Rating From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level rating on Valmont Industries Inc. by one notch.  S&P
raised the corporate credit rating to 'BBB-' from 'BB+'.  The
rating outlook is stable.

"The ratings upgrade reflects S&P's view that Valmont's operating
performance will remain good, despite the ongoing significant
slowdown in domestic construction spending," said Standard &
Poor's credit analyst Thomas Nadramia.  The company's healthy
operating performance is attributable to a combination of its
presence in relatively less recession-resistant end markets,
particularly those tied to highway spending and utilities and
communications infrastructure, and its diversification into
international markets.  As a result, S&P expects the company will
be in a position to maintain credit metrics at levels more
consistent with a low-investment-grade rating.

Omaha, Nebraska-based Valmont is a leading producer of metal
products, such as lighting and traffic poles, utility poles for
electricity transmission, communication towers, agricultural
irrigation equipment, and other tubular products.

The stable outlook incorporates S&P's expectation that Valmont
will maintain credit metrics around current levels, despite likely
continued weakness in commercial construction and irrigation end
markets.  Furthermore, based upon Valmont's prudent financial risk
policies, variable cost structure and historically modest
leverage, S&P anticipates that Valmont will maintain credit
measures in line with the ratings even if end markets and
operating earnings perform considerably worse than expected.
Specifically, S&P expects adjusted debt to EBITDA to remain below
2x and FFO to debt to remain above 40% even if end markets weaken.

Given current weakness in several of the company's segments, S&P
believes a revision in the outlook to positive is unlikely in the
near term unless operating earnings materially exceed expectations
or the company achieves greater size and geographic diversity
while maintaining margins.

S&P could change the outlook to negative if operating earnings
fall rapidly from current levels due to volume declines following
unexpected cuts in infrastructure spending for highways or
electrical distribution.  Specifically, this would require
deterioration in operating margins to less than 10% and sustained
debt to EBITDA of greater than 2.5x.


VISTEON CORP: Nissan Trading Wants Payment of $630,000 Claim
------------------------------------------------------------
In separate filings, two of Visteon Corp.'s creditors ask the
Court to direct the Debtors to pay them their administrative
claims pursuant to Section 503(b)(9) of the Bankruptcy Code:

    Creditor                          Admin. Claim
    --------                          ------------
    Nissan Trading Corp., USA           $630,167
    Unique Fabricating, Inc.              16,706

Flow Dry Technology, Inc., has withdrawn its motion for payment
of a $6,714 administrative claim.  No reason was stated for the
withdrawal.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Panasonic Withdraws Adequate Assurance Request
------------------------------------------------------------
Panasonic Automotive Systems Company of America withdrew its
motion for adequate assurance of payment from Visteon Corp. and
its affiliates.  No reason was stated for the withdrawal.

Panasonic Automotive, and certain of the Debtors are parties to
multiple purchase orders, scheduling orders, and other contracts,
pursuant to which Panasonic supplies audio or visual equipment and
components to the Debtors.  The Debtors incorporate Panasonic's
products into their own components that they in turn supplies to
vehicle manufacturers.

In mid-2008, Panasonic became concerned with the Debtors'
deteriorating financial condition based on the Debtors' balance
sheet, public filings, press reports, and other industry-
recognized statistical models.  Panasonic came to the conclusion
that there was a material risk that the Debtors would be unable
to continue to perform under the terms of the Prepetition
Contract.  By a June 30, 2008 letter, Panasonic informed the
Debtors that it had reasonable grounds of insecurity regarding
the Debtors' ability to perform and thus, demanded that the
Debtors provide it with adequate assurance of payment in the form
of cash-in-advance payment terms or in the alternative, an
irrevocable stand-by letter of credit in its favor in exchange
for its continuing provision of trade credit to the Debtors.
The Debtors ultimately provided Panasonic with appropriate
adequate assurance, the terms of which are subject to a
confidentiality agreement.

Panasonic relates that as of the Petition Date, the Debtors owe
it owed $2,543,920, of which $179,335 is past due.

Panasonic tells the Court the Debtors have threatened to seek
damages for alleged breach of contract and automatic stay
violations unless Panasonic renders performance under a
prepetition contract providing for the delivery of goods --
historically $600,000 per week -- on trade credit terms of
approximately 55 days.

In its request, Panasonic had asked the Court to compel the
Debtors to:

  (i) provide adequate assurance in the form of either cash-in-
      advance in the amount of goods ordered under the purchase
      orders or in the alternative, a letter of credit in an
      amount reasonably acceptable to Panasonic, as a
      precondition to Panasonic's shipment of goods; or

(ii) decide on whether to assume or reject the Prepetition
     Contract.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Retirees Oppose Termination of Benefit Plans
----------------------------------------------------------
A number of retirees filed with the Bankruptcy Court letters,
opposing the Debtors' proposed termination of post-employment
health care benefits.

On July 29, 2009, a petition was filed by 34 retirees of the
Debtors opposing the termination of the Post-Employment health
Benefits.

In a separate report, USAToday.com notes that more than 1,400
retired employees of Visteon Corporation signed petitions,
protesting Visteon's plan to terminate retiree health and life
insurance.  According to the report, petitions were mailed to the
U.S. Bankruptcy Court for the District of Delaware.


Debtors Visteon Corporation, Visteon Systems LLC, and Visteon
Caribbean Inc. currently maintain employee benefit plans and
programs that provide "other post-employment benefits" to certain
retirees and their spouses, surviving spouses, domestic partners
and dependents.  The Debtor may also provide OPEB in the future
to certain active employees who are currently or may become
eligible for OPEB, certain former employees who are currently or
may become eligible for OPEB, and their spouses, surviving
spouses, domestic partners and dependents, in their retirement.

The Debtors aver that the cost of providing the OPEB is one of
the largest and most significant long-term liabilities on their
balance sheet.  These benefits, the Debtors note, are funded on a
pay-as-you-go basis.

The Sponsoring Debtors provide OPEB to approximately 6,650
retirees, including former salaried employees and former hourly
employees under the Visteon Corporation Health and Welfare
Program for Salaried Employees, the Visteon Systems LLC Health
and Welfare Benefit Plan for Hourly Employees, the Connersville
and Bedford Plan, the Visteon Systems LLC Health and Welfare
Benefit Plan for Hourly Employees (North Penn Location), and the
Visteon Caribbean Inc. Employee Group Insurance Plan.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates after full and careful
deliberation, the Sponsoring Debtors have determined that they
must eliminate their current and future costs associated with
providing OPEB in order to successfully restructure their
businesses.  Ms. Jones tells the Court that the Sponsoring
Debtors' OPEB liability is projected to be $310,000,000 by end of
2009, with projected cash costs of $31,000,000 in this year
alone.  "These liabilities are not sustainable," Ms. Jones
states.

Accordingly, the Sponsoring Debtors are asking the Court for
authority to modify or terminate their Plans and Programs that
providing these post-employment benefits:

  (1) Employer-paid post-employment health care benefits for
      current active employees, their spouses, surviving
      spouses, domestic partners and dependents;

  (2) Employer-paid post-employment health care benefits for
      current and future retirees, their spouses, surviving
      spouses, domestic partners and dependents;

  (3) Retiree medical credits and related retiree medical
      notional accounts established by the Sponsoring Debtors;
      and

  (4) Employer-paid post-employment basic life insurance
      benefits for current retirees.

                       Document Requests

In a notice to the Court, the Debtors relate that they have
submitted responses and objections to The International Union of
Electronic, Electrical, Technical Salaried, Machine, and
Furniture Workers-Communication Workers of America, AFL-CIO's
document requests and deposition notices on July 20, 2009.  IUE
previously sought documents and depositions with respect to
employee benefits provided by the Debtors.

The Debtors also note that they also served their first set of
document requests on IUE on July 22, 2009.  Details on what
the documents requests are all about were not made available in
the Court dockets.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


ZILA INC: Misses Quarterly Interest Payment Due July 31
-------------------------------------------------------
ZILA Inc. did not make a quarterly interest payment due July 31,
2009, under its Senior Secured Convertible Notes.  ZILA has
already failed to make the quarterly interest payments due on
January 31, 2009, and April 30, 2009, under the Notes.

Each failure to make an interest payment constitutes an event of
default under the Notes.

ZILA said it has not received a notice of default or acceleration
from Tolmar Holding Inc., the note holder, as of Friday, which is
required prior to any of the principal amount becoming due and
payable as a result of such defaults.

On July 28, 2009, Tolmar, ZILA, and certain of ZILA's subsidiaries
entered into a Forbearance Agreement.  Tolmar agreed to forbear,
for a certain period of time and subject to certain conditions,
from exercising its rights under the Notes to accelerate the
payment of all or part of the outstanding principal amount of the
Notes and accrued and unpaid interest as a result of, among other
things, (i) ZILA's past failure to make the interest payments due
on January 31, 2009 and April 30, 2009 and (ii) ZILA's anticipated
failure to make the interest payment due on July 31, 2009.

Tolmar and ZILA agreed that:

     (i) the outstanding principal amount of the Notes is
         $12,000,001.20, and

    (ii) as of July 28, the accrued and unpaid interest with
         respect to the Notes is $1,104,666.84.

Upon the occurrence and during the continuation of any event of
default, all amounts outstanding under the Notes bear interest at
a default rate of 15.0% per annum.

Tolmar acquired the Notes from Visium Balanced Master Fund, Ltd.
and Atlas Master Fund, Ltd.  ZILA, TOLMAR and Project Z
Acquisition Sub, Inc. on June 25, 2009, entered into an Agreement
and Plan of Merger.  Pursuant to the terms of the Merger,
Acquisition Sub will merge with and into ZILA, with ZILA surviving
as a wholly owned subsidiary of Tolmar.

A full-text copy of the Forbearance Agreement, dated July 28,
2009, by and among ZILA, Inc., certain of its subsidiaries and
TOLMAR Holding, Inc., is available at no charge at:

              http://ResearchArchives.com/t/s?409b

                         About ZILA Inc.

Based in Scottsdale, Arizona, ZILA Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  ZILA manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and Jan. 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under
Chapter 7 of the Federal Bankruptcy Code, which would likely
result in its common stock becoming worthless.  The Company
anticipates it will need to refinance its senior secured
convertible notes by their due date of July 31, 2010.  As of
April 30, 2009, there were $1.1 million of unamortized debt issue
costs and $2.2 million of debt discounts relative to the senior
secured convertible notes.


ZILA INC: Tolmar Amends Merger Deal, Raises Per Share Offer
-----------------------------------------------------------
ZILA, Inc., TOLMAR Holding, Inc., and Project Z Acquisition Sub,
Inc., on June 25, 2009, entered into an Agreement and Plan of
Merger.  Pursuant to the terms of the Merger, Acquisition Sub will
merge with and into ZILA, with ZILA surviving as a wholly owned
subsidiary of Tolmar.

On July 28, 2009, ZILA, Tolmar and Acquisition Sub entered into
First Amendment to Agreement and Plan of Merger to modify certain
terms of the Merger Agreement:

     -- The merger consideration was increased from $0.38 per
        share to $0.45 per share for holders of shares of ZILA
        common stock.

     -- The merger consideration was increased from $0.44 per
        share to $0.50 per share for holders of ZILA Series B
        Convertible Preferred Stock.

     -- Certain covenants and closing conditions were amended or
        deleted.

     -- ZILA updated its confidential disclosure schedules to
        reflect developments since the date of the Merger
        Agreement.

ZILA has received notice from Tolmar that Tolmar has acquired from
Visium Balanced Master Fund, Ltd. and Atlas Master Fund, Ltd. the
Third Amended and Restated Senior Secured Convertible Notes, dated
November 28, 2006, issued by ZILA, in the aggregate principal
amount of $12,000,001.20.

David Bethune, ZILA's chairman and CEO, said, "The ZILA Board of
Directors has continued its efforts to secure the best possible
outcome for our stockholders. In the coming days we expect to
complete a proxy statement that will provide our stockholders with
all the details of the proposed merger and how the voting process
works."

As part of the note purchase Tolmar acquired 435,084 shares of
ZILA stock, representing roughly 4% of the outstanding common
stock, from the note holders with a proxy to vote it in favor of
the merger.  ZILA intends to hold a special meeting of its
stockholders as soon as practicable, and the parties anticipate
that the proposed merger will close by September.  Upon the
completion of the proposed merger, ZILA will no longer be a
publicly traded company.

On July 2, 2009, ZILA filed with the Securities and Exchange
Commission a preliminary proxy statement relating to the proposed
merger with Tolmar.  ZILA intends to file a definitive proxy
statement and other relevant materials with the SEC in the near
future.  The materials will also be mailed to ZILA's stockholders.

A full-text copy of the First Amendment to Agreement and Plan of
Merger, dated July 28, 2009, by and among TOLMAR Holding, Inc.,
Project Z Acquisition Sub, Inc. and ZILA, Inc., is available at no
charge at http://ResearchArchives.com/t/s?409a

                         About ZILA Inc.

Based in Scottsdale, Arizona, ZILA Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  ZILA manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and January 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under
Chapter 7 of the Federal Bankruptcy Code, which would likely
result in its common stock becoming worthless.  The Company
anticipates it will need to refinance its senior secured
convertible notes by their due date of July 31, 2010.  As of
April 30, 2009, there were $1.1 million of unamortized debt issue
costs and $2.2 million of debt discounts relative to the senior
secured convertible notes.


* Less DIP Financings Available as Corporate Defaults Increase
--------------------------------------------------------------
With corporate defaults at a six-year high, debtor-in-possession
financings dropped to about 23% of businesses failing to make debt
payments so far this year, the lowest since at least 2003,
Bloomberg News reported, citing strategists at Bank of America
Merrill Lynch.

Lenders are charging those entering Chapter 11 reorganization a
record 7.25 percentage points over benchmark interest rates, on
average, even with borrowing costs for issuers of junk-rated bonds
the cheapest since September, Carla Main at Bloomberg News said.

Less available financing for DIP loans will give fewer companies
the option of restructuring and exiting bankruptcy and drive more
into liquidation, said Darin Schmalz, a director on the Fitch
Ratings leveraged finance team in Chicago.

The tightening of available credit is tied to the decline in
the value of collateral used for DIP financing.


* Credit-Card Defaults Rose in June on Unemployment, Fitch Says
---------------------------------------------------------------
Recent indicators are providing a glimmer of hope that U.S. credit
card ABS chargeoffs may soon plateau, according to Fitch Ratings
in a July 31 release.

While prime chargeoffs set another record high this month, the
rate of increase has slowed significantly from earlier this year
as delinquencies continued to stabilize over recent periods,
according to the latest Fitch Prime Credit Card Index
results covering the June collection period.  The results, while
partly driven by seasonal factors, point to chargeoffs leveling
in the coming months.

'We typically observe a dip in chargeoffs during the third
quarter following seasonal declines in delinquencies during the
second quarter,' said Managing Director Michael Dean. 'The most
encouraging trends at this stage are the deceleration in
chargeoff increases combined with stabilization in delinquency
rates.'

Chargeoffs rose 35 basis points (bps) in the most recent period
pushing Fitch's Prime Chargeoff Index to 10.79% and 64% higher
than year-earlier measures.  Despite the elevated chargeoff
levels, Fitch expects current ratings of senior tranches to
remain stable given available credit enhancement and structural
protections afforded investors.  The outlook for subordinate
tranches, however, remains negative.

After increasing rapidly for more than a year, credit card
delinquencies have leveled off over the last five months, with
this month's rate declining 14 bps to 4.31%. Year over year,
however, delinquencies still are almost 40% higher.

'Delinquencies remain elevated and continue to hover near
record high levels,' said Senior Director Cynthia Ullrich.  'We
do not anticipate chargeoffs to recede meaningfully until we
see some improvement in unemployment, delinquency and
bankruptcy trends.'

Pricing initiatives and discount options continue to generate
incremental yield, as evidenced by a 36 bp rise in this month's
yield to 17.95%, representing the highest level in 15 months.
Since the increase in yield completely offset the increase in
chargeoffs this month, one-month excess spread improved slightly
although the three-month average excess spread remains compressed
at 4.35%. Excess spread measures the profitability of credit
transactions and is the amount left over after chargeoffs, bond
coupon, and servicing expenses are subtracted from yield.


* Scott Pinsonnault Joins Bridge Associates' Turnaround Practice
----------------------------------------------------------------
Energy/oil & gas expert Scott M. Pinsonnault will lead Bridge
Associates LLC's growing Energy Turnaround and Restructuring
Practice.

"We are delighted to welcome Scott to the Energy practice team,"
stated Louis E. Robichaux IV, Managing Director and Co-Managing
Member of Bridge Associates.  "Mr. Pinsonnault's breadth of
experience as both an operator and financier in the energy and oil
& gas sectors will be a tremendous asset to the firm's growing
energy restructuring practice."

Mr. Pinsonnault joins Bridge as a Director in the Dallas office.
Mr. Pinsonnault will be part of the senior management team
focusing on Bridge's energy practice.

Mr. Pinsonnault is a 15-year veteran of the oil & gas, energy and
energy financial services industries.  He began his oil & gas
career as a geoscientist with Texaco in New Orleans, Louisiana.
For the last nine years he advanced in a career of principal
investing and lending to oil & gas and energy companies with two
large publicly-traded investment companies.

"Scott has aggregated an impressive set of oil & gas technical and
operating skills as well as broad-based principal investing,
lending, management and restructuring experience," said David N.
Phelps, Managing Director and Co-Managing Member of Bridge
Associates.

Mr. Pinsonnault received a BS in Geology from St. Lawrence
University, an MS in Geology and Geophysics from Texas A&M
University and an MBA from Tulane University.  He is a member of
the American Bankruptcy Institute, the Turnaround Management
Association, the Association of Insolvency & Restructuring
Advisors, as well as numerous oil & gas industry and professional
associations.

Bridge Associates LLC -- http://www.bridgeassociatesllc.com/-- is
a national turnaround, crisis management and financial advisory
services firm.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-       Total
                                    Total   holders'     Working
                                   Assets     Equity     Capital
Company             Ticker          ($MM)      ($MM)       ($MM)
-------             ------        ------    -------     -------
ABSOLUTE SOFTWRE     ABT CN           107         (7)         24
ACCO BRANDS CORP     ABD US         1,100       (107)        135
AFC ENTERPRISES      AFCE US          131        (33)          2
AMR CORP             AMR US        24,138     (3,000)     (3,129)
ARBITRON INC         ARB US           220          0         (22)
ARRAY BIOPHARMA      ARRY US          108        (54)         31
ARVINMERITOR INC     ARM US         2,873       (719)        278
AUTOZONE INC         AZO US         5,296        (45)       (527)
AVATAR HOLDINGS      AVTR US          585          0        N.A.
BLOUNT INTL          BLT US           499        (43)        175
BOARDWALK REAL E     BEI-U CN       2,318         (5)       N.A.
BOARDWALK REAL E     BOWFF US       2,318         (5)       N.A.
BP PRUD BAY-RTU      BPT US             9          8           0
BRIGHAM EXPLOR       BEXP US          365          2          17
BURCON NUTRASCIE     BU CN              4          3           2
CABLEVISION SYS      CVC US         9,551     (5,349)       (367)
CADIZ INC            CDZI US           45          9           4
CARDTRONICS INC      CATM US          468        (22)        (33)
CENTENNIAL COMM      CYCL US        1,413       (992)        148
CENVEO INC           CVO US         1,501       (221)        163
CHENIERE ENERGY      CQP US         1,975       (408)         79
CHOICE HOTELS        CHH US           357       (141)        (22)
CINCINNATI BELL      CBB US         2,029       (638)       (147)
CLOROX CO            CLX US         4,464       (309)       (866)
CONOCOPHILLIPS       COP US          N.A.          0        N.A.
DELTEK INC           PROJ US          191        (48)         42
DISH NETWORK-A       DISH US        7,063     (1,666)       (422)
DOMINO'S PIZZA       DPZ US           461     (1,372)        113
DUN & BRADSTREET     DNB US         1,614       (785)       (176)
DYAX CORP            DYAX US           64        (41)          9
EINSTEIN NOAH RE     BAGL US          168        (11)        (52)
ENERGY COMPOSITE     ENCC US            0          0           0
EPICEPT CORP         EPCT SS           12         (5)          4
EXELIXIS INC         EXEL US          333       (123)         29
EXTENDICARE REAL     EXE-U CN       1,833        (51)         98
FEMALE HEALTH        FHCO US           13          9           8
FORD MOTOR CO        F US         207,270    (16,476)    (40,953)
FORD MOTOR CO        F BB         207,270    (16,476)    (40,953)
FX ENERGY INC        FXEN US           38          7           7
GARTNER INC          IT US            948          4        (223)
GENTEK INC           GETI US          430         (8)        102
GLG PARTNERS INC     GLG US           345       (382)        101
GLG PARTNERS-UTS     GLG/U US         345       (382)        101
GOLD RESOURCE CO     GORO US            9          9           7
HALOZYME THERAPE     HALO US           68          3          52
HEALTHSOUTH CORP     HLS US         1,921       (656)        (53)
HERMAN MILLER        MLHR US          767          8         167
HOLLY ENERGY PAR     HEP US           469          0          (6)
HUMAN GENOME SCI     HGSI US          670        (55)        117
IDENIX PHARM         IDIX US           82         (4)         34
IMAX CORP            IMX CN           226        (98)         19
IMAX CORP            IMAX US          226        (98)         19
IMMUNOMEDICS INC     IMMU US           59          0           7
IMS HEALTH INC       RX US          2,026          4         328
INCYTE CORP          INCY US          189       (256)        123
INTERMUNE INC        ITMN US          193        (82)        121
IPCS INC             IPCS US          545        (41)         62
ISTA PHARMACEUTI     ISTA US           82        (17)         31
JAZZ PHARMACEUTI     JAZZ US          179        (38)          3
JOHN BEAN TECH       JBT US           559         (6)         78
JUST ENERGY INCO     JE-U CN          535       (692)       (358)
KNOLOGY INC          KNOL US          635        (52)         25
LINEAR TECH CORP     LLTC US        1,421       (266)        963
LIONS GATE           LGF US         1,667         (8)       (819)
LOGMEIN INC          LOGM US           40          4           0
MAP PHARMACEUTIC     MAPP US           78          4          32
MAXLIFE FUND COR     MXFD US            0          0           0
MEAD JOHNSON-A       MJN US         1,707       (897)        380
MEDIACOM COMM-A      MCCC US        3,700       (463)       (281)
MEDIDATA SOLUTIO     MDSO US           72        (13)        (17)
MEDIVATION INC       MDVN US          211          0         128
MODAVOX INC          MDVX US            5          3          (1)
MOLECULAR INSIGH     MIPI US          107        (62)         86
MOODY'S CORP         MCO US         1,873       (749)       (404)
NATIONAL CINEMED     NCMI US          604       (514)         89
NAVISTAR INTL        NAV US         9,656     (1,447)      1,784
NPS PHARM INC        NPSP US          200       (225)         87
OCH-ZIFF CAPIT-A     OZM US         1,821       (177)       N.A.
OVERSTOCK.COM        OSTK US          129         (3)         33
PALM INC             PALM US          643       (108)         11
PDL BIOPHARMA IN     PDLI US          217       (306)        140
PENN REIT            PEI US         3,457          0        N.A.
PERMIAN BASIN        PBT US            10          0           9
PETROALGAE INC       PALG US            5        (23)         (7)
POTLATCH CORP        PCH US           916          0        N.A.
QWEST COMMUNICAT     Q US          20,226     (1,051)        260
REGAL ENTERTAI-A     RGC US         2,563       (246)        (78)
RENAISSANCE LEA      RLRN US           58          0          (6)
REVLON INC-A         REV US           797     (1,074)         87
SALLY BEAUTY HOL     SBH US         1,433       (702)        389
SANDRIDGE ENERGY     SD US          2,670       (114)        118
SCHOLASTIC CORP      SCHL US        1,654          0         425
SEMGROUP ENERGY      SGLP US          354       (126)         27
SIGA TECH INC        SIGA US            7         (6)         (3)
SONIC CORP           SONC US          828        (22)         75
STANDARD PARKING     STAN US          231          0         (15)
STEREOTAXIS INC      STXS US           53         (4)          3
SUCCESSFACTORS I     SFSF US          165         (5)          1
SUN COMMUNITIES      SUI US         1,197        (68)       N.A.
SYNERGY PHARMACE     SGYP US            0        (68)         (1)
TALBOTS INC          TLB US           999         (1)        (28)
TAUBMAN CENTERS      TCO US         2,858       (184)       N.A.
TENNECO INC          TEN US         2,767       (289)        240
THERAVANCE           THRX US          206       (263)        166
UAL CORP             UAUA US       18,805       (159)     (2,345)
UNITED RENTALS       URI US         3,918     (2,628)        316
US AIRWAYS GROUP     LCC US         7,857        (46)       (548)
VECTOR GROUP LTD     VGR US           683       (336)         44
VENOCO INC           VQ US            730          5          33
VERIFONE HOLDING     PAY IT           843       (107)        299
VERIFONE HOLDING     PAY US           843        (14)        299
VERIFONE HOLDING     VF2 GR           843        (14)        299
VIRGIN MOBILE-A      VM US            323       (281)       (141)
WALTER INVESTMEN     WAC US            12        (44)       N.A.
WARNER MUSIC GRO     WMG US         4,256       (110)       (394)
WEIGHT WATCHERS      WTW US         1,087       (848)       (313)
WESTERN ALLIANCE     WAL US             5          0        N.A.
WR GRACE & CO        GRA US         3,815       (351)        977
ZYMOGENETICS INC     ZGEN US          279          8         107



                           *********

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 **